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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
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APPLICABLE ONLY TO CORPORATE ISSUERS:
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      The Company is currently engaged in the manufacture, sale and distribution of men's belts, leather accessories, suspenders, and men's jewelry. These products are sold both domestically and internationally, principally through department stores, and also through specialty stores and mass merchandisers. The Company operates a number of factory outlet stores primarily to distribute excess and out of line merchandise.

      The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company experienced operating losses and negative cash flows from operating activities for the years ended December 31, 2000, 2001 and 2002, and the nine months ended September 30, 2003. The Company has funded these losses with the cash proceeds and savings from the closure of its Attleboro, Massachusetts and Cartago, Costa Rica jewelry manufacturing facilities in 2000 and 2001, respectively; entering into a sale-leaseback transaction in 2001 with respect to its South Norwalk, Connecticut manufacturing facility; selling certain assets and contemporaneously discontinuing the remaining operations associated with its women's costume jewelry division during 2001; instituting a number of process improvements designed to eliminate waste and improve operat ing efficiencies; tax refunds, and from bank financing. At September 30, 2003, the Company was not in compliance with the EBITDA covenant contained in the Company's Loan and Security Agreement between it and Congress Financial Corporation (New England). See Footnote 4 above and Liquidity and Capital resources discussion below. These factors raise substantial doubt about the ability of the Company to continue to operate as a going concern. Although no assurances can be given, the Company believes that attaining adequate sales revenue, continuing the current program of cost control initiatives, and maintaining cash requirements within the terms of its revolving credit agreement will enable the Company to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or liabilities or any other adjustments that would be necessary should the Company be unable to continue to operate as a going concern.

      During 2002, the Company adopted Emerging Issues Task Force Issue 01-9, Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products ("EITF 01-9"). As a result of adopting EITF 01-9, the Company has reclassified cooperative advertising costs to net revenue and in-store fixturing and display expenditures to cost of goods sold. Both items had previously been classified within selling and administrative expense. The Company's adoption of EITF 01-9 reduced net sales for the quarter and nine months ended September 30, 2003 by $268,000 and $625,000 respectively; increased cost of sales by $70,000 and $158,000 respectively; and reduced selling and administrative expense by $338,000 and $783,000 respectively. For the quarter and nine months ended September 30, 2002, the adoption of EITF 01-9 reduced net sales by $174,000 and $422,000 respectively; increased cost of sales by $234,000 and $350,000 respectively; and reduced selling and admini strative expense by $408,000 and $772,000 respectively.

      As is customary in the fashion accessories industry, the Company makes modifications to its lines coinciding with the Spring (approximately January - June) and Fall (approximately July - December) seasons. The Company believes that results of operations are more meaningful on a seasonal basis than on a quarterly basis. The timing of shipments can be affected by the availability of materials, retail sales, and fashion trends. These factors may shift volume between quarters within a season differently in one year than in another. Due to seasonality and other factors, the results of the quarter and nine month periods are not necessarily indicative of the results to be expected for the full year.

      Net sales for the quarter and nine months ended September 30, 2003 decreased $2,219,000 and $5,317,000 or 8.2% and 7.5% respectively, compared to the quarter and nine months ended September 30, 2002. The decrease during the quarter was primarily due to lower shipments to department store customers of the Company's men's jewelry and personal leather goods merchandise. The reduction in jewelry sales volume was primarily due to higher shipments during last year's third quarter associated with the rollout of new packaging concepts for one of the Company's major branded programs. The Company also shipped certain holiday-related programs last year during the

third quarter that it subsequently decided not to continue into 2003. The decrease in small leather goods shipments during the quarter was mainly due to lower department store sales of certain branded merchandise collections. Last year's shipments during the third quarter were somewhat higher than usual as customers continued to fill-in to new packaging and design concepts that the Company began shipping during the spring 2002 season.

      The decrease in shipments for the nine months ending September 30, 2003 was primarily due to lower shipments of the Company's belts and personal leather goods, in both cases reflecting lower sales volume to the Company's department store customers. The decrease in net sales to the department store class of trade was mainly due to shipments made during the first nine months of last year in connection with rollouts of new merchandise and packaging concepts associated with the Company's Geoffrey Beene and Tommy Hilfiger branded collections as well as certain private label programs. The decrease in belt shipments is also due to lower sales of certain branded and private label styles that did not achieve targeted sales rates during the spring selling season. The Company shipped new styles during the third quarter that have been well received to complement existing merchandise programs.

      The decrease in net sales resulting from lower gross shipments during the nine month period was offset in part by an adjustment to record the difference between customer returns actually received during the Company's spring selling season and the allowance for returns established at the end of the preceding fiscal year. This annual adjustment recorded during the second quarter increased net sales by $2,069,000 and $505,000 for the nine-month periods ending September 30, 2003 and September 30, 2002, respectively. The Company's actual return experience during the spring season of 2003 was better than anticipated at December 31, 2002 principally due to lower than expected returns for men's jewelry and belts. The Company established its reserve for returns as of December 31, 2002 based on its estimate of merchandise to be received during the spring 2003 season which was generally shipped to retailers during the 2002 fall and holiday selling seasons.

      The decrease in gross profit expressed as a percentage of net sales for both the quarter and year ended September was mainly due to an $878,000 adjustment to reflect the reclassification of certain costs associated with belt sourcing from selling expenses to cost of sales. This adjustment is intended to reflect the actual costs associated with sourcing belts from third-party vendors relative to manufacturing. During 2003, the Company generally has been reducing the quantity of belts manufactured at its domestic production facility in favor of a broader sourcing strategy that has resulted in increased purchases from third-party vendors, primarily from Asia and South America. Subsequent to September 30, 2003, in an attempt to improve the profitability of its belt lines, the Company determined that it would cease manufacturing operations at its Norwalk belt facility during the fourth quarter and source its entire merchandise requirement from third-party ven dors. As part of this transition, the Company has reorganized its sourcing and production organizations to better reflect the Company's new supply chain model. As a consequence of this reorganization, certain costs accounted for as selling and administrative expenses in prior periods have been more appropriately classified as product costs. The Company has recorded a restructuring charge of $116,000 during the quarter ended September 30, 2003 in connection with the termination of its belt manufacturing operations and anticipates recording additional restructuring charges of approximately $64,000 during the fourth quarter.

      The decrease in gross profit was also due to an increase in both merchandise and inventory-related costs during the quarter and nine-month periods resulting from higher sales to discount and off-price retailers relative to the Company's department store customers. Royalty expense decreased as a percentage of net sales for both the quarter and nine months ended September 30, 2003 due to decreases in certain minimum royalty obligations in 2003 and the expiration of a license in addition to the effect of lower net sales on excess royalty requirements.

      Included in gross profit for the nine months ended September 30, 2003, are annual second quarter adjustments to record the variance between customer returns of prior year shipments actually received in the current year and the allowance for customer returns which was established at the end of the preceding fiscal year. The adjustment to net sales described above which was recorded in the second quarter resulted in a favorable adjustment to gross profit of $2,069,000 and $505,000 for the nine month periods ended September 30, 2003 and September 30, 2002, respectively.

Selling and Administrative Expenses

      Selling and administrative expenses decreased $596,000 or 8.0% for the quarter ended September 30, 2003 and decreased $2,164,000 or 9.5% for the nine-month period, both as compared to the same periods in 2002. Selling and administrative expenses expressed as percentage of net sales were 27.6% and 27.6% for the quarter ended September 30, 2003 and 2002, respectively, and 31.6% and 32.3% for the nine months ended September 30, 2003 and 2002, respectively. The decrease in selling and administrative expenses expressed as percentage of net sales for the nine-month period is principally due to the reclassification of $878,000 in selling and administrative expenses to cost of goods sold associated with changes in the Company's belt sourcing strategy as described above; reduced compensation and related costs; lower professional fee expenditures, and decreased variable selling expenses.

      Selling expenses decreased $1,138,000 or 21.0% and $2,008,000 or 12.5% for the quarter and nine months ended September 30, 2003 respectively, compared to the corresponding prior year periods. Selling expenses expressed as a percentage of net sales were 17.3% and 20.1% for the quarters ended September 30, 2003 and 2002, respectively and 21.4% and 22.6% for the nine months ended September 30, 2002 and 2003, respectively. The reduction for the quarter and year was mainly due to the reclassification of certain selling expenses, primarily salaries, wages, production samples, and travel costs, to cost of goods sold in connection with the discontinuation of the Company's belt manufacturing operations and restructuring of its sourcing organization. The decrease was also due to reductions in compensation and related expenses, decreases in variable selling and distribution costs, including commissions and shipping expense.

      The Company routinely makes expenditures for advertising and promotion as necessary to maintain and enhance its business. Certain of the Company's license agreements also require specified levels of spending. These expenditures, which consist primarily of media and print advertising and other promotional costs, are included in selling and administrative expenses as incurred. Advertising expenditures for the quarter and nine months ended September 30, 2003 totaled $537,000 and $1,514,000 respectively, compared to $628,000 and $1,559,000 for the corresponding periods last year.

      Administrative expenses increased $542,000 or 26.9% and decreased $156,000 or 2.3% for the quarter and nine months ended September 30, 2003, both as compared to prior year periods. Administrative expenses expressed as a percentage of net sales were 10.3% and 7.5% for the quarters ending September 30, 2003 and 2002, respectively, and 10.2% and 9.7% for the nine month periods ended September 30, 2003 and 2002, respectively. The increase in administrative expenses during the quarter was mainly due to severance and related accruals associated with headcount reductions at the Company's Norwalk, CT belt manufacturing facility. The decrease during the nine month period is due mainly to reductions in compensation and benefits, bad debts, and professional fees expenses partially offset by higher insurance costs.

Interest Expense

      Net interest expense decreased by $5,000 or 1.7% for the quarter and $61,000 or 7.3% for the nine months ended September 30, 2003 compared to the quarter and nine months ended September 30, 2002. The decrease for the quarter and nine-month periods was due to lower average borrowing costs compared to the prior year and, for the nine-month period, a reduction in the Company's average borrowings outstanding.

      In April 2003, as a result of net operating loss carrybacks, the Company received a federal income tax refund of approximately $1,365,000, offset by Internal Revenue Service audit adjustments in connection with fiscal years 1996 through 2001 of approximately $632,000. The Company received an additional federal income tax refund of $283,000 during the fourth quarter of 2003. At December 31, 2002 and September 30, 2003, the Company has recorded a valuation allowance equal to its net deferred tax asset of $9,565,000. The amount of the deferred tax asset considered realizable could be adjusted in the future if estimates of taxable income or loss for future years are revised based on actual results.

      The following table summarizes the income from discontinued operations, net of tax, for the quarter and nine months ended September 30, 2003 and 2002 (in thousands):

      The Company recorded a net loss in 2001 on the disposition of its women's jewelry division of $5,957,000. The loss on disposition consists of the difference between the net book value of the assets sold and the cash proceeds received from the purchaser; a provision for additional reserves on the remaining women's jewelry assets not sold to the purchaser; accruals for remaining payments on license and lease agreements not assigned or transferred to the purchaser; and other fees and expenses directly attributable to the disposition including legal and broker's expenses.

      During the second quarter of 2002, the Company resolved certain purchase price and transition-related issues that arose through April 30, 2002 in connection with the sale of its women's jewelry division in fiscal 2001. As a result of this agreement, the Company during the second quarter recorded as an adjustment to the loss on disposal a reduction of $300,000 to the reserve it had established at December 31, 2001 to provide for potential claims.

      As is customary in the fashion accessories industry, substantial percentages of the Company's sales and earnings occur in the months of September, October and November, during which the Company makes significant shipments of its products to retailers for sale during the holiday season. As a result, accounts receivable peak in the fourth quarter. The Company builds its inventory during the year to meet the demand for the holiday season. The required cash is provided by a revolving credit facility.

      On April 17, 2003, the Company signed the new three year 2003 Loan Agreement. The new financing replaced the Company's Revolving Credit and Security Agreement dated July 27, 1998 with PNC Bank, National Association and is collateralized by substantially all of the Company's assets including domestic accounts receivable, inventory, and machinery and equipment. In addition, the 2003 Loan Agreement prohibits the Company from paying dividends, imposes limits on additional indebtedness for borrowed money, and contains minimum monthly earnings before interest, taxes, depreciation, and amortization (EBITDA) requirements. The terms of the 2003 Loan Agreement permit the Company to borrow against a percentage of eligible accounts receivable and eligible inventory at a maximum interest rate equal to Wachovia Bank, National Association's ("Wachovia") prime lending rate plus 1.25%, or at Wachovia's Eurodollar rate

plus 3.25%. The Company is required to pay a monthly unused line fee of .5% on the amount by which $25,000,000 exceeds the average daily balance of loans and letters of credit outstanding. As of September 30, 2003, the Company was not in compliance with the EBITDA covenant contained in the 2003 Loan Agreement. As a consequence of such non-compliance, beginning October 27, 2003 and on the first business day of each successive week thereafter, the Company's advance rate on eligible finished goods inventory under the 2003 Loan Agreement will be reduced by an amount equal to the greater of (a) 1.5 percentage points or (b) that number of percentage points that results in a reduction in loans otherwise available with respect to eligible finished goods inventory in an aggregate amount equal to $250,000. In addition, beginning in November, eligible raw materials inventory will be excluded from the Company's borrowing base and no loans will be available against such inventory. As a result of th e Company's non-compliance, future extensions of credit are at the discretion of Congress. The interest rate on outstanding borrowings has been increased by 2% effective October 22, 2003.

      The Company's working capital decreased by $4,617,000 during the nine months ended September 30, 2003 compared to a decrease of $1,000,000 for the nine months ended September 30, 2002. The decrease in 2003 was principally due to seasonal increase in bank borrowings and accounts payable and a decrease in accounts receivable reserves and other accrued liabilities, offset in part by an increase in accounts receivable and inventory. The decrease in 2002 was principally due to higher bank borrowings and a decrease in accounts receivable reserves, other current liabilities and income taxes recoverable, all offset in part by an increase in accounts receivable.

      Cash used in operations during the nine months ended September 30, 2003 was $10,511,000 compared to $11,793,000 for the nine months ended September 30, 2002. Cash used in operations reflects the net loss for the nine month period and an increase in net accounts receivable and inventory. Cash was provided by depreciation and amortization, a decrease in accounts payable and other accrued liabilities and a decrease in income taxes recoverable.

      Cash used in operations during the nine months ended September 30, 2002 reflects primarily the net loss for the period, an increase in net accounts receivable, and decreases in accounts payable and other accrued liabilities and certain long term obligations associated with the Company's 1993 Deferred Compensation Plan (the "1993 Plan"). The Company terminated the 1993 Plan during the third quarter of 2002, surrendered the associated life insurance policies, and distributed all remaining vested benefits to participants. Cash was provided by depreciation and amortization and a decrease in inventory and recoverable income taxes.

      Cash used in investing activities during the nine months ended September 30, 2003 of $128,000, reflects capital expenditures and premiums on certain life insurance contracts owned by the Company. Cash provided by investing activities for the nine months ended September 30, 2002 of $2,964,000, was derived mainly from the sale of a common stock investment and the surrender of life insurance policies, the proceeds of which were used to fund withdrawals from the Company's 1993 Plan, offset in part by capital expenditures and premiums on life insurance contracts.

      Cash provided by financing activities totaled $10,745,000 and $8,373,000 for the nine months ended September 30, 2003 and 2002, respectively. Cash was provided in both periods by net borrowings under the Company's revolving credit arrangements.

      In the ordinary course of business, the Company is contingently liable for performance under letters of credit (approximately $992,000 at September 30, 2003). The Company is required to pay a fee quarterly equal to 2.25% per annum on outstanding letters of credit.

      The following chart summarizes the Company's contractual obligations as of December 31, 2002 (in thousands):

There have been no material changes outside the ordinary course of the Company's business in the contractual obligations described above during the quarter or nine months ended September 30, 2003.

      Certain of the preceding paragraphs contain "forward looking statements" under the securities laws of the United States. Actual results may vary from anticipated results as a result of various risks and uncertainties, including sales patterns, overall economic conditions, competition, pricing, consumer buying trends and other factors.

      During the quarter ended September 30, 2003, there were no material changes in the information called for by this item from the information contained in Item 7A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

The Company's 2003 Annual Meeting of Stockholders (the "Annual Meeting") was held on August 12, 2003. At the Annual Meeting, stockholders: