SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter ended (Commission File Number): 1-4814
June 30, 2004 ------
ARIS INDUSTRIES, INC.
---------------------
(Exact name of registrant as specified in its charter)
New York 22-1715274
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
525 Seventh Avenue, New York, New York 10018
---------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 354-4600
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15 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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
YES NO X
--- ---
Number of shares of Common Stock outstanding 108,819,527
As of August 13, 2004
ARIS INDUSTRIES, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
a. Consolidated Condensed Balance Sheets as
of June 30, 2004 and December 31, 2003 3
b. Consolidated Condensed Statements of
Operations for the Six-Months Ended
June 30, 2004 and June 30, 2003 4
c. Consolidated Condensed Statements of
Operations for the Three-Months Ended
June 30, 2004 and June 30, 2003 5
d. Consolidated Condensed Statements of
Cash Flows for the Six-Months Ended
June 30, 2004 and June 30, 2003 6
e. Notes to Consolidated Condensed
Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 15
Item 4. Controls and Procedures 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities and Use of Proceeds 19
Item 3. Defaults upon Senior Securities 19
Item 4. Submission of Matters to a Vote of
Security Holders 19
Item 5. Other Information 19
Item 6. Exhibits and Reports on Form 8-K 19
SIGNATURES 20
ARIS INDUSTRIES, INC. AND SUBDIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
June 30, December 31,
ASSETS 2004 2003
----------- -------------
(Unaudited) (Restated)
Current assets:
Cash and cash equivalents $ 0 $ 953
Receivable from related party, net of allowance for
doubtful accounts of $3,197 and $2,000 -- 1,761
Current portion of note receivable 958 2,000
Prepaid expenses and other current assets 261 361
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Total current assets 1,219 5,075
Property and equipment, net 567 679
Other assets 1,237 2,363
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TOTAL ASSETS $ 3,023 $ 8,117
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Loans payable to related parties, including accrued interest $ 884 $ 668
Current portion of capitalized lease obligations 400 400
Accounts payable 4,429 4,631
Accounts payable to related parties 186 191
Accrued expenses and other current liabilities 4,995 5,253
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Total current liabilities 10,894 11,143
Capitalized lease obligations, net of current portion 328 424
Other liabilities 1,723 1,746
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Total liabilities 12,945 13,313
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Commitments and contingencies
Stockholders' deficiency:
Preferred stock, $.01 par value: 10,000 shares authorized; none
issued and outstanding -- --
Common stock, $.01 par value: 200,000 shares authorized
108,819 issued and outstanding at June 30, 2004
and December 31, 2003 1,088 1,088
Additional paid-in capital 86,146 86,146
Accumulated deficit (97,156) (92,430)
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Total stockholders' deficiency (9,922) (5,196)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 3,023 $ 8,117
======== ========
See accompanying notes to consolidated condensed financial statements
- 3 -
ARIS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Six- Six-
Months Ended Months Ended
June 30, June 30,
2004 2003
------------ ------------
REVENUE - ROYALTY INCOME $125 $4,718
OPERATING EXPENSES - SELLING AND ADMINISTRATIVE EXPENSES (4,824) (5,798)
--------- ---------
LOSS FROM OPERATIONS (4,699) (1,080)
INTEREST EXPENSE, NET (27) (869)
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LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (4,726) (1,949)
INCOME TAX PROVISION -- (6)
--------- ---------
LOSS FROM CONTINUING OPERATIONS (4,726) (1,955)
DISCONTINUED OPERATIONS - INCOME FROM DISCONTINUED OPERATIONS -- 29
--------- ---------
NET LOSS ($4,726) ($1,926)
========= =========
BASIC AND DILUTED NET LOSS PER SHARE:
LOSS PER SHARE FROM CONTINUING OPERATIONS ($0.04) ($0.02)
INCOME PER SHARE FROM DISCONTINUED OPERATIONS -- --
--------- ---------
NET LOSS PER SHARE ($0.04) ($0.02)
--------- ---------
Weighted average shares outstanding - Basic and diluted 108,819 108,819
See accompanying notes to consolidated condensed financial statements
- 4 -
ARIS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Three- Three-
Months Ended Months Ended
June 30, June 30,
2004 2003
---------------- ------------
REVENUE - ROYALTY INCOME $62 $2,602
OPERATING EXPENSES - SELLING AND ADMINISTRATIVE EXPENSES (2,834) (2,952)
--------- ---------
LOSS FROM OPERATIONS (2,772) (350)
INTEREST EXPENSE, NET (14) (408)
--------- ---------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (2,786) (758)
INCOME TAX PROVISION -- (3)
--------- ---------
LOSS FROM CONTINUING OPERATIONS (2,786) (761)
DISCONTINUED OPERATIONS - INCOME FROM DISCONTINUED OPERATIONS -- 114
--------- ---------
NET LOSS ($2,786) ($647)
========= =========
BASIC AND DILUTED NET LOSS PER SHARE:
LOSS PER SHARE FROM CONTINUING OPERATIONS ($0.03) ($0.01)
INCOME PER SHARE FROM DISCONTINUED OPERATIONS -- --
--------- ---------
NET LOSS PER SHARE ($0.03) ($0.01)
--------- ---------
Weighted average shares outstanding - Basic and diluted 108,819 108,819
See accompanying notes to consolidated condensed financial statements
- 5 -
ARIS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Six- Six-
Months Ended Months Ended
June 30, June 30,
2004 2003
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations ($4,546) ($1,926)
Adjustments to reconcile net loss from continuing operations
to net cash (used in) operating activities:
Depreciation and amortization 112 747
Non-cash stock based compensation -- 7
Provision for doubtful accounts - related party 1,197 --
Change in assets and liabilities :
Decrease in receivables -- 704
Decrease in receivables from related party 564 --
Decrease / (increase) in prepaid expenses and other current assets 358 (27)
Decrease / (increase) in other assets 668 (2)
(Decrease) / increase in accounts payable (182) 1,252
(Decrease) / increase in accounts payable to related parties (5) 120
Decrease in accrued expenses and other current liabilities (58) (1,170)
Decrease in other liabilities (23) (18)
------- -------
Net cash used in operating activities (1,915) (313)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Payments received on note receivable 1,042 --
------- -------
Net cash provided by investing activities 1,042 0
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt and capital leases (96) (129)
Advances from related party 16 958
Decrease in borrowings under revolving credit facility -- (372)
------- -------
Net cash (used in) provided by financing activities (80) 457
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Net cash (used in) provided by continuing operations (953) 1,186
Net cash used in discontinued operations -- (144)
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NET (DECREASE) INCREASE IN CASH (953) 1,042
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 953 0
------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 0 $ 1,042
======= =======
Supplemental Disclosure of Cash Flow Data:
Payment of accrued expenses from advances received from related party $ 200
=======
Payment of vendor from the escrow deposit (recorded as other assets) $ 200
=======
See accompanying notes to consolidated condensed financial statements
- 6 -
ARIS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The consolidated condensed financial statements as of June 30, 2004 and
for the six and three-month periods ended June 30, 2004 and 2003 are unaudited
and reflect all adjustments consisting of normal recurring adjustments which
are, in the opinion of management, necessary for a fair presentation of
financial position, operating results and cash flows for the periods.
The consolidated condensed balance sheet as of December 31, 2003, as
restated, was derived from audited financial statements but does not include all
disclosures required by accounting principles generally accepted in the United
States of America. The accompanying consolidated condensed financial statements
have been prepared in accordance with accounting standards appropriate for
interim financial statements and should be read in conjunction with the
financial statements and notes thereto included in Aris Industries, Inc. (the
"Company", the "Registrant" or "Aris") Annual Report on Form 10-K/A for the year
ended December 31, 2003. The operating results for the six and three-month
periods ended June 30, 2004 are not necessarily indicative of the operating
results to be expected for the year ending December 31, 2004.
2. LIQUIDITY RISKS
These consolidated condensed financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
the realization of assets and satisfaction of liabilities in the normal course
of business.
The Company has continued to incur losses from operations and had a
working capital deficit of $9,675,000 at June 30, 2004 as compared to a working
capital deficit of $6,068,000 at December 31, 2003. As a result of the sale of
the Company's XOXO(R) trademark and certain related assets, the Company has
satisfied all obligations that were previously outstanding under its credit
facility and certain other debt instruments.
On May 7, 2003, the Company signed a definitive trademark purchase
agreement with Global Brand Holdings, LLC ("Global") providing for the sale of
the trade name and service mark XOXO(R) and the trademarks XOXO(R), XOXO IN
AMERICA AND ABROAD(R), LOLA(R) and FRAGILE(R) along with certain related assets
and accompanying goodwill for a total sum of $43 million in cash. On July 2,
2003, the Company completed the sale of the trade name and service mark. The
Company received $43 million in cash at closing of which $2 million was set
aside in one escrow account and $1 million was set aside in an additional escrow
account, to secure certain post-closing obligations of the Company. As the
result of a default by an XOXO licensee and claims arising from a transition
agreement, the $2 million dollar escrow account was reduced by approximately
$1,586,000. The Company collected the remaining balance of this escrow account
in April 2004. The second escrow account, which does not expire until July,
2006, has been reduced to $922,000 as the result of the continuing default of an
XOXO licensee.
- 7 -
On December 22, 2003, pursuant to an Asset Purchase Agreement dated
December 22, 2003, BP Clothing Company, Inc. ("BP"), an indirect wholly owned
subsidiary of the Company, and Adamson Apparel, Inc. ("Adamson"), a related
party, sold to a newly created limited liability company, BP Clothing LLC (the
"Buyer"), an unaffiliated company, substantially all of the operating assets,
including licensed trademark rights and other intangibles, inventory, machinery
and equipment, rights under customer sales orders and open vendor purchase
orders of BP and Adamson relating to the manufacture, distribution and sale of
the Baby Phat(R) line of clothing and related accessories pursuant to a License
Agreement by and between Phat Fashions LLC and BP dated as of July 1, 1999 (the
"License Agreement"). In connection with the transaction, Phat Fashions LLC
terminated the License Agreement with BP and entered into a new license
agreement with Buyer (the "New License"). Adamson had been operating the
business pursuant to a sub-license with BP.
In accordance with the purchase agreement, BP was to receive
an initial payment of $2,500,000 in cash at closing. This amount was reduced by
approximately $1,200,000 of offsets. The Buyer also issued a promissory note
payable to BP in the principal amount of $2,500,000 which, after additional
offsets of approximately $500,000, was due and payable on the six-month
anniversary of the closing. In addition, BP was to receive $2,500,000 in
post-closing payments at a rate of 1% of net sales each month commencing on July
18, 2004 and ending on June 18, 2005, or sooner if fully paid. BP has reserved
approximately $2,242,000 against the post-closing payments and the related gain
on sale to cover a contractual obligation due a former officer and director of
the Company, who is also an affiliate of the Buyer, which can be offset against
these payments (See Note 8).
In May 2004 the Company and Buyer restructured the $2,000,000 payment
due in June 2004. As a result of this restructuring, the Company began receiving
installment payments against the $2,000,000 note on May 13, 2004 which will
continue through August 30, 2004.
In 2004, the Company began licensing its Members Only(R) trademark,
which is its only remaining trademark.
As a result of the trademark assets sale and the sale of the BP
license, the Company has repaid a substantial portion of its indebtedness. The
Company intends to finance its remaining operations through (i) royalties which
the Company is due from the license of its Members Only trademark, (ii) payments
of escrow funds due from the trademark assets sale and collection of the balance
of proceeds from the sale of licensed trademark rights, (iii) continued
reduction of the Company's overhead and, (iv) continued negotiated settlements
with its other creditors.
The Company believes that its financing plan will be sufficient, at
least through December 31, 2004, to sustain its operations. There can be no
assurance that the timing of cash receipts will be sufficient to meet
obligations as they become due. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The consolidated condensed
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
- 8 -
3. DISCONTINUED OPERATIONS
The Company had been engaged in the business of designing,
manufacturing and marketing men's and boy's outerwear and women's sportswear,
loungewear and swimwear under a variety of trademarks which were owned or
licensed from others. During 2001, the Company substantially completed its
transformation from a manufacturer, importer and wholesaler to a licensor or
sub-licensor of its owned or licensed trademarks. On May 7, 2003, the Company
signed a definitive trademark purchase agreement with Global providing for the
sale of the trade name and service mark XOXO(R) and the trademarks XOXO(R), XOXO
IN AMERICA AND ABROAD(R), LOLA(R) and FRAGILE(R) along with certain related
assets and accompanying goodwill. On December 22, 2003, the Company sold its
rights to use the Baby Phat(R) trademark pursuant to a License Agreement by and
between Phat Fashions LLC and BP dated as of July 1, 1999. As a result of the
transformation into a licensing operation and the sale of the Company's owned
and licensed trademarks, operating results relating to manufacturing,
wholesaling and retailing have been excluded from the results from continuing
operations and are classified as discontinued operations for all periods
presented in accordance with the requirements of SFAS144 "Accounting for
Impairment or Disposal of Long-Lived Assets".
Discontinued operations for the three-months ended March 31, 2003
include all sales, commissions, cost of goods sold and selling and
administrative expenses recorded in connection with the Company's former retail
operations.
The summary of the operating results of the discontinued operations is
as follows (000 omitted):
Three-Months Ended Six-Months Ended
June 30, 2003 June 30, 2003
- --------------------------------------------------------------------------------
Revenues $1,433 $2,527
- --------------------------------------------------------------------------------
Cost of goods sold (431) (974)
- --------------------------------------------------------------------------------
Gross profit 1,002 1,553
- --------------------------------------------------------------------------------
Selling and administrative expenses (888) (1,524)
- --------------------------------------------------------------------------------
Income from discontinued operations $114 $ 29
- --------------------------------------------------------------------------------
4. PER SHARE DATA
Basic loss per common share is computed by dividing net loss by the
weighted average number of shares of common stock outstanding during each
period.
Options and warrants to purchase 6,478,345 and 10,136,345 shares of
common stock were outstanding as of June 30, 2004 and 2003, respectively, but
were not included in the computation of diluted loss per share because the
effect of their assumed exercise would be anti-dilutive.
- 9 -
5. STOCK INCENTIVE PLAN
The Company has a stock incentive plan which is described more fully in
Note 7 of the Company's Annual Report on Form 10K/A for 2003, as restated. The
Company accounts for this plan using the intrinsic value method under the
recognition and measurement principles of APB Opinion No. 25, "ACCOUNTING FOR
STOCK ISSUED TO EMPLOYEES", and related interpretations. No stock-based employee
compensation cost is reflected in net loss for the six and three-month periods
ended June 30, 2004 and 2003, as all options granted under the plan have an
exercise price equal to the market value of the underlying common stock on the
date of grant. The following table illustrates the effect on net loss and net
loss per share if the Company had applied the fair value recognition provisions
of FASB Statement No. 123, "Accounting for Stock-Based Compensation", to
stock-based employee compensation and amortized the cost over the vesting
period. (in thousands, except per share data)
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Six-Months Ended Six-Months Ended
June 30, 2004 June 30, 2003
- ------------------------------------------------------------------------------------------------------------------------------------
Net loss, as reported $ (4,726) $(1,926)
- ------------------------------------------------------------------------------------------------------------------------------------
Deduct: Total stock-based employee -- 290
compensation expenses determined
under fair value based method for all
awards
- ------------------------------------------------------------------------------------------------------------------------------------
Net loss, pro forma (4,726) (2,216)
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Net loss per share-basic and diluted
- ------------------------------------------------------------------------------------------------------------------------------------
As reported $ (0.04) $ (0.02)
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Pro forma (0.04) (0.02)
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- ------------------------------------------------------------------------------------------------------------------------------------
Three-Months Ended Three-Months Ended
June 30, 2004 June 30, 2003
- ------------------------------------------------------------------------------------------------------------------------------------
Net loss, as reported $ (2,786) $ (647)
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Deduct: Total stock-based employee -- 145
compensation expenses determined
under fair value based method for all
awards
- ------------------------------------------------------------------------------------------------------------------------------------
Net loss, pro forma (2,786) (792)
- ------------------------------------------------------------------------------------------------------------------------------------
Net loss per share-basic and diluted
- ------------------------------------------------------------------------------------------------------------------------------------
As reported $ (0.02) $ (0.01)
- ------------------------------------------------------------------------------------------------------------------------------------
Pro forma (0.02) (0.01)
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- 10 -
6. RELATED PARTY TRANSACTIONS
In the fourth quarter of 2003, the Company's chief executive officer
loaned the Company $660,000. This loan is payable on demand and bears interest
at prime plus 1/4%. This loan was outstanding as of June 30, 2004.
In the second quarter of 2004, the Company's chief executive officer
loaned the Company an additional $200,000. This loan is also payable on demand
and bears interest at prime plus 1/4%. This loan was outstanding as of June 30,
2004.
Adamson is majority owned by the Company's chairman and chief executive
officer and principal stockholder. As of June 30, 2003, Adamson was indebted to
the Company in the amount of $3,197,000, which is payable on demand and bears no
interest. All of this amount has been reserved at June 30, 2004, including
$1,197,000 which was reserved in the six-months ended June 30, 2004.
7. CONTINGENCIES
The Company, in the ordinary course of its business, is the subject of,
or a party to, various pending or threatened legal actions. While it is not
possible at this time to predict the outcome of any litigation, the Company may
not be able to satisfy an adverse judgement in certain of these actions, which
may have a material adverse effect on its financial position, results of
operations and cash flows.
8. RESTATEMENT OF 2003 FINANCIAL STATEMENTS
In July 2004, the Company discovered that an error had been made in
calculating the amount of the gain recognized on the sale of its XOXO trademark
in 2003. Based on a further review of the Asset Purchase Agreement dated
December 22, 2003, between BP Clothing Company, Inc. ("BP") an indirect wholly
owned subsidiary of the Company, and BP Clothing LLC ("BPLLC") an unaffiliated
company, it was discovered that $2,500,000 in post-closing payments that the
Company was to begin receiving in July 2004, were subject to an offset of
$2,242,000 relating to a contractual obligation due a former officer and
director of the Company, who is an affiliate of BPLLC. Accordingly, the
Company's 2003 consolidated financial statements have been restated. The effects
of the restatement have been reflected herein where applicable.
ARIS INDUSTRIES, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
The following analysis of the financial condition and results of operations of
Aris Industries, Inc. (the "Company")
- 11 -
for the six and three-month periods ended June 30, 2004 and 2003 should be read
in conjunction with the consolidated condensed financial statements, including
the notes thereto, included on pages 3 through 11 of this report.
FORWARD LOOKING STATEMENTS
This report includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which represent the Company's expectations or
beliefs concerning future events that involve risks and uncertainties, including
the ability of the Company to satisfy the conditions and requirements of the
credit facilities of the Company, the effect of national and regional economic
conditions, the overall level of consumer spending, the performance of the
Company's products within prevailing retail environment, customer acceptance of
both new designs and newly-introduced product lines, and financial difficulties
encountered by customers. All statements other than statements of historical
facts included in this Annual Report, including, without limitation, the
statements under "Management's Discussion and Analysis of Financial Condition,"
are forward-looking statements. Although the Company believes that expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct.
ADOPTION OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 146
In June 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities". SFAS No. 146 addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force ("ETIF") Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity". SFAS No. 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. This Statement also established that fair value is the objective for
initial measurement of the liability. The provisions of SFAS No. 146 are
effective for exit or disposal activities that are initiated after December 31,
2002. The adoption of SFAS No. 146 did not have a material impact on the
consolidated financial statements.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
These consolidated condensed financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
the realization of assets and satisfaction of liabilities in the normal course
of business.
As of June 30, 2004, the Company had a working capital deficit of
approximately $9,675,000 compared to a working capital deficit of approximately
$6,068,000 at December 31, 2003. The increase in the working capital deficit was
primarily due to the Company's loss from operations. During the six-months ended
June 30, 2004, the Company financed its working capital requirements principally
through licensing revenue from its Members Only license along with the proceeds
from the Asset Purchase Agreement relating to the sale of its Phat Farm license
in December 2003 (see Note 2) along with a loan from its chief executive
officer.
- 12 -
On May 7, 2003, the Company signed a definitive trademark purchase
agreement with Global Brand Holdings, LLC ("Global") providing for the sale of
the trade name and service mark XOXO(R) and the trademarks XOXO(R), XOXO IN
AMERICA AND ABROAD(R), LOLA(R) and FRAGILE(R) along with certain related assets
and accompanying goodwill for a total sum of $43 million in cash. On July 2,
2003, the Company completed the sale of the trade name and service mark. The
Company received $43 million in cash at closing of which $2 million was set
aside in one escrow account and $1 million was set aside in an additional escrow
account, to secure certain post-closing obligations of the Company. As the
result of a default by an XOXO licensee and claims arising from a transition
agreement, the $2 million dollar escrow account was reduced by approximately
$1,586,000. The Company collected the remaining balance of this escrow account
in April 2004. The second escrow account, which does not expire until July,
2006, has been reduced to $922,000 as the result of the continuing default of an
XOXO licensee.
On December 22, 2003, pursuant to an Asset Purchase Agreement dated
December 22, 2003, BP Clothing Company, Inc. ("BP"), an indirect wholly owned
subsidiary of the Company, and Adamson Apparel, Inc. ("Adamson"), a related
party, sold to a newly created limited liability company, BP Clothing LLC (the
"Buyer"), an unaffiliated company, substantially all of the operating assets,
including licensed trademark rights and other intangibles, inventory, machinery
and equipment, rights under customer sales orders and open vendor purchase
orders of BP and Adamson relating to the manufacture, distribution and sale of
the Baby Phat(R) line of clothing and related accessories pursuant to a License
Agreement by and between Phat Fashions LLC and BP dated as of July 1, 1999 (the
"License Agreement"). In connection with the transaction, Phat Fashions LLC
terminated the License Agreement with BP and entered into a new license
agreement with Buyer (the "New License"). Adamson had been operating the
business pursuant to a sub-license with BP.
In accordance with the purchase agreement, BP was to receive
an initial payment of $2,500,000 in cash at closing. This amount was reduced by
approximately $1,200,000 of offsets. The Buyer also issued a promissory note
payable to BP in the principal amount of $2,500,000 which, after additional
offsets of approximately $500,000, was due and payable on the six-month
anniversary of the closing. In addition, BP was to receive $2,500,000 in
post-closing payments at a rate of 1% of net sales each month commencing on July
18, 2004 and ending on June 18, 2005, or sooner if fully paid. BP has reserved
approximately $2,242,000 against the post-closing payments and the related gain
on sale to cover a contractual obligation due a former officer and director of
the Company, who is also an affiliate of the Buyer, which can be offset against
these payments (See Note 8).
In May 2004 the Company and Buyer restructured the $2,000,000 payment
due in June 2004. As a result of this restructuring, the Company began receiving
installment payments against the $2,000,000 note on May 13, 2004 which will
continue through August 30, 2004.
In 2004, the Company began licensing its Members Only(R) trademark,
which is its only remaining trademark.
As a result of the trademark assets sale and the sale of the BP
license, the Company has repaid a substantial portion of its indebtedness. The
Company intends to finance its remaining operations through (i) royalties which
the Company is due from the license of its Members Only
- 13 -
trademark, (ii) payments of escrow funds due from the trademark assets sale and
collection of the balance of proceeds from the sale of licensed trademark
rights, (iii) continued reduction of the Company's overhead and, (iv) continued
negotiated settlements with its other creditors.
There can be no assurance that the timing of cash receipts will be
sufficient to meet obligations as they become due. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The consolidated condensed financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.
RESULTS OF OPERATIONS
The Company reported a net losses of $2,786,000 and $4,726,000 for the
three and six-month periods ended June 30, 2004 compared to a net losses of
$647,000 and $1,926,000 for the three and six-month periods ended June 30, 2003.
During the three-months ended June 30, 2004, the Company's loss was
attributable to a significant reduction in revenues as the result of the sale,
in 2003, of the Company's XOXO trademark and licensing operations and its Baby
Phat sub-license (see Note 2). In addition, the Company continued to incur
significant legal fees in connection with ongoing litigation and recorded
charges of approximately $945,000 relating to the settlement of litigation with
a former employee and with former vendors. During the three-months ended June
30, 2003, the Company's loss was primarily attributable to continuing soft
retail environment which affected sales at Adamson and negatively impacted the
Company's royalty revenue along with legal expenses incurred in connection with
ongoing legal proceedings to which the Company is a party.
During the six-months ended June 30, 2004, the Company's loss was
attributable to a significant reduction in revenues as the result of the sale,
in 2003, of the Company's XOXO trademark and licensing operations and its Baby
Phat sub-license (see Note 2). In addition, the Company continued to incur
significant legal fees in connection with ongoing litigation and recorded
charges of approximately $945,000 relating to the settlement of litigation with
a former employee and with former vendors. The Company also reserved $1,197,000
as an allowance against receivables from Adamson. During the six-months ended
June 30, 2003, the Company's loss was attributable to legal expenses incurred in
connection with ongoing legal proceedings to which the Company is a party, the
write-off of previously recognized XOXO license royalties and a soft retail
environment which affected sales at Adamson and negatively impacted the
Company's royalty revenue.
ROYALTY INCOME - CONTINUING OPERATIONS
The Company's royalty income decreased from $2,602,000 and $4,718,000
during the three and six-months ended June 30, 2003 to $62,000 and $125,000 for
the three and six-months ended June 30, 2004. This decrease was attributable to
the sale, in 2003, of the Company's XOXO trademark and licensing operations and
its Baby Phat sub-license (see Note 2).
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SELLING AND ADMINISTRATIVE EXPENSES - CONTINUING OPERATIONS
Selling and Administrative expenses were $2,834,000 for the
three-months ended June 30, 2004 as compared to $2,952,000 for the three-months
ended June 30, 2003. Selling and Administrative expenses for the three-months
ended June 30, 2004 were adversely affected as the Company continued to incur
significant legal expenses in connection with ongoing litigation. In addition,
the Company reserved approximately $945,000 in connection with the settlement of
litigation with a former employee and former vendors. Selling and Administrative
expenses for the three-months ended June 30, 2003 continued to be negatively
impacted by legal expenses incurred in the Company's defense of various lawsuits
and the ongoing negotiations with its creditors to settle outstanding amounts
due them.
Selling and Administrative expenses were $4,824,000 for the six-months
ended June 30, 2004 as compared to $5,798,000 for the six-months ended June 30,
2003. Selling and Administrative expenses for the six-months ended June 30, 2004
were adversely affected as the Company continued to incur significant legal
expenses in connection with ongoing litigation and reserved approximately
$945,000 in connection with the settlement of litigation with a former employee
and former vendors. In addition, the Company reserved $1,197,000 as an allowance
against receivables from Adamson. Selling and Administrative expenses for the
six-months ended June 30, 2003 continued to be negatively impacted by legal
expenses incurred in the Company's defense of various lawsuits, the abandonment
in 2002 of three retail locations and the ongoing negotiations with its
creditors to settle outstanding amounts due them.
DISCONTINUED OPERATIONS
Discontinued operations for the three and six-months ended June 30,
2003 include all sales, commissions, cost of goods sold and selling and
administrative expenses recorded in connection with the Company's former retail
operations.
INTEREST EXPENSE
Interest expense for the three-months ended June 30, 2004 was $14,000
as compared to $408,000 for the three-months ended June 30, 2003. This decrease
was attributable to the satisfaction of the Company's indebtedness under its
credit facility and other interest bearing instruments in 2003.
Interest expense for the six-months ended June 30, 2004 was $27,000 as
compared to $869,000 for the six-months ended June 30, 2003. This decrease was
attributable to the satisfaction of the Company's indebtedness under its credit
facility and other interest bearing instruments in 2003.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
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ITEM 4. CONTROLS AND PROCEDURES
At June 30 2004, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer and the Chief Financial Officer, of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e).
Based upon that evaluation, the Chief Executive Officer and the Chief Financial
Officer, concluded that the Company's disclosure controls and procedures are
effective. During the second quarter of 2004, there were no changes in the
Company's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company, in the ordinary course of its business, is party to
various legal actions the outcome of which the Company believes may have a
material adverse effect on its consolidated financial position and results of
operations. Several of these actions stem from Grupo incurring expenses in the
Company's name. Although the Company did not authorize these expenses, the
Company mat be subject to liability for them. Because of Grupo's bankruptcy
filing, it is unlikely that the Company will be able to recover any of these
amount from Grupo. In addition, the following updates information regarding
certain litigation to which the Company is subject:
FASHION WORLD-SANTA V. LOLA, INC.:
On February 11, 2002, Fashion World-Santa filed an unlawful detainer
action against Lola, Inc. ("Lola") in the Los Angeles Superior Court. That
action sought to evict Lola, on grounds of non-payment of rent, from an
XOXO retail store located in Beverly Hills, California. Lola is a party to
a five-year lease for that store, and that lease does not expire until
April 2006. XOXO Clothing Company, Inc. responded to the complaint as
successor in interest to Lola, Inc. On August 21, 2003, the Company and
Fashion World-Santa agreed to settle the dispute. The Company has agreed to
pay Fashion World-Santa $900,000, $20,000 of which was paid on signing and
$20,000 is payable monthly on the 15th of each month beginning in October
2003, and continuing for the next 44 months.
CHRISTI WILSON V. ARIS:
On July 31, 2002, Christi Wilson, a former employee of the Company
filed suit in the Supreme Court of the State of New York, County of New
York, claiming that her commission agreement was breached by the Company.
Ms.Wilson was seeking damages for commissions allegedly due under the
agreement, and an unstated amount of alleged damages regarding a claim of
slander. In May of 2004, the Company reached a settlement agreement with
Ms. Wislon. Under the terms of the settlement, Ms. Wilson received an
initial payment of $200,000 and is scheduled to receive $25,000 per month
beginning on September 1, 2004 for a total of twelve months.
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JENNY'S GARMENTS INC. V. ARIS INDUSTRIES ET AL:
Jenny's Garments Inc.("Jenny") filed a compliant against Aris and
certain of its subsidiaries and current and former officers, as well as
other defendants, in the Supreme Court of New York State, New York County,
on or about December 23, 2003. The suit seeks recovery from Aris and other
defendants in the total amount of $843,947 for goods that were sold and
delivered by Jenny to defendants unrelated to Aris. The suit asserts claims
for breach of contract, quasi-contract and fraud and seeks compensatory and
punitive damages. Aris answered the complaint on or about February 17, 2004
denying liability and asserting various affirmative defenses. The Company
believes that there is a substantial likelihood of defeating all claims
asserted as neither Aris nor its subsidiaries were the contracting parties
for the goods.
CAMPERS WORLD INTERNATIONAL, INC. V. PERRY ELLIS INTERNATIONAL AND
ARIS INDUSTRIES, INC.:
Campers World instituted an action in the United States District Court for
the Southern District of New York in January 2002 against Perry Ellis
International, Inc. ("PEI") and the Company. The complaint alleges that
Campers World purchased approximately 460,000 pairs of PEI jeans from Aris
for approximately $4,600,000 and subsequently sold those jeans to Costco.
PEI thereafter informed Costco that the sale by Campers World to it was an
unauthorized use of PEI's trademarks and that Aris was not authorized to
sell the jeans to Campers World or to permit it to allow Campers World to
sell jeans to Costco. Campers World seeks return of the purchase price and
other damages from Aris. PEI has also asserted a cross-claim against Aris
and its subsidiaries and the Company's chief executive officer alleging
that Aris violated various license agreements regarding PEI's trademarks
and also committed trademark infringement. The Company settled Campers
World's claim by agreeing to pay $100,000 over a twenty month period. The
Company is defending PEI's claim on the basis of a release PEI issued to
the Company and its affiliates in June 2001. The case is trial ready but
the trial which was set to commence on August 2, 2004 was adjourned without
a reschedule date. The parties are in ongoing settlement negotiations.
MELVILLE REALTY COMPANY, INC.V XOXO, EUROPE CRAFT IMPORTS AND ARIS, AS
SUCCESSORS TO LOLA INC.
Melville instituted an action in the Supreme Court of the State of New
York, County of New York claiming that the Company is liable on an alleged
guaranty by Lola, Inc. on rent obligations of 8-3 Retailing Inc. ("8-3"), a
subsidiary Europe Craft Imports, Inc., which is subsidiary of the Company,
pertaining to an alleged sublease of a retail store at 732 Broadway, New
York, New York. This action does not allege an acceleration of rent
obligations. This action seeks compensatory damages of $391,964, along with
sums "to become due pursuant to the terms of the alleged Sublease". This
litigation is being vigorously defended.
426 WEST BROADWAY ASSOCIATES, L.P. V ARIS, 8-3, XOXO, 8-3 D/B/A XOXO,
LOLA, INC., XOXO OUTLETS INC., 8-3 A/K/A 8-3 RETAIL INC. A/K/A XOXO,
ECI, XOXO CLOTHING COMPANY, IN.
426 West Broadway Associates instituted an action in the Supreme Court
of the State of New York, County of New York claiming rent arrears on a
retail store located at 426 West Broadway, New York, New York. This action
pleaded compensatory damages in the sum of $177,127 with interest from
2/1/02, and compensatory damages on a claim of "anticipatory breach of
lease agreement" (however, this is alleged in lieu of a claim for
accelerated rent, which the lease does not contain or provide for as a
remedy). This litigation is being vigorously defended.
- 17 -
EUROPE CRAFT IMPORTS, INC. VS. CORPORATE REALTY INCOME FUND I, LP AND
475 FIFTH AVENUE LIMITED PARTNERSHIP
Europe Craft Imports commenced legal action during July 2003 against
the defendant in the Supreme Court of the State of New York, County of New
York, in which Europe Craft Imports seeks declaratory relief claiming all
or a portion of a New York City commercial lease has been rescinded or
terminated by the acts or omissions by defendants action. Europe Craft
Imports also seeks monetary damages
GREEN 1466 BROADWAY LLC VS. XOXO CLOTHING COMPANY, INC. D/B/A XOXO
F/K/A LOLA, INC. D/B/A XOXO, INC.
Green 1466 Broadway LLC instituted a summary proceeding in the Civil Court
of the City of New York, County of New York, regarding office space at 1466
Broadway, New York, New York. This action was discontinued by a Stipulation
of Settlement. No money was paid by XOXO Clothing Company, Inc. for the
discontinuance.
HITCH & TRAIL, INC. ET AL. had commenced an action against the Company in
the State Supreme Court for the County of New York, all of which had been
consolidated, seeking an aggregate of approximately $250,000 for
merchandise allegedly delivered to the Company and for commissions in
connection therewith. The Company reached a settlement with Hitch & Trail
in July 2004. Under the terms of the settlement, Hitch & Trail will receive
eighteen monthly payments of $10,000 beginning on August 15, 2004.
BRISTOL INDUSTRIAL I, LLC commenced an action against Sheila Clothing
Company, Inc. (formerly known as XOXO Clothing Company, Inc.) for breach of
a lease for an industrial warehouse space in the City of Commerce,
California. The landlord previously filed an action for unlawful detainer
when Sheila defaulted on its payment of rent in June 2003, and at that time
Sheila agreed to give up possession of the premises and the landlord agreed
to dismiss its unlawful detainer action. However, the landlord later
commenced this action for breach of lease, alleging lost rent because of
its alleged inability to re-let the premises through the end of the lease
term, which expired December 31, 2003. The landlord is suing Sheila as
lessor and Aris as guarantor of the lease. A mediation before a
court-appointed mediator is scheduled to take place on September 13, 2004.
NORWOOD COLLECTION L.P. has commenced an action against the Company seeking
approximately $92,000 it allegedly forwarded to the Company as an advance
payment for Brooks Brothers Golf merchandise. The Company contends that
Grupo Xtra of New York, Inc. sold the goods directly to Norwood and
deposited such check without producing the goods at issue or delivering
them to Norwood. The Company intends to defend the claims on that basis.
CORPORACION FABRIL ("Cofaco") had commenced an action against the Company
in the United States District Court for the Southern District of New York
seeking $146,431.50 for the delivery of merchandise it claims the Company
did not pay for. On March 24, 2004, the Company and Cofaco agreed to
compromise and settle the claims raised in the suit. Aris agreed to pay
Cofaco $100,000 in $5,000 installments beginning in March 2004 with the
final payment due in October 2005.
- 18 -
MARTINEZ & SONS: Martinez & Sons was a contractor with whom XOXO did a
substantial amount of sewing. Martinez & Sons went bankrupt, and therefore
failed to pay employees. In December of 2000, XOXO settled with the DOL on
behalf of 23 employees. XOXO paid $17,433.44 to settle these claims. Other
employees sued, and XOXO settled that case in the amount of $62,000. Some
of the claimants of the DOL settlement, as well as two other employees,
filed a complaint with the DLSE for unpaid wages totaling $22,318.62. They
asserted that they had not been paid any wages and claimed that they were
owed more money than paid in settlement with the DOL. The Company is in the
process of investigating these matters. The Company received a demand
letter from a law firm claiming to represent some of the same individuals
involved in the Martinez & Sons DOL settlement and the DLSE investigation.
The attorney representing these 16 former employees have demanded $660,000
from XOXO. The attorney for these individuals has stated that he may file a
claim under Business and Professions Code 17200 ET SEQ. This statute allows
individuals to sue for unfair business practices, and penalties include
treble damages. It is too premature at this time to assess liability in
this matter.
JIANQSU ANIMAL BY PRODUCTS IMPORT & EXPORT GROUP CORP. V. ADAMSON APPAREL,
INC. ET AL., 04-cv-05617 (SOUTHERN DISTRICT OF NEW YORK). This Complaint,
alleging breach of contract and damages in the amount of approximately
$114,000 was filed on July 2, 2004. Aris' time to answer the complaint has
been extended. Investigation of this matter has just begun and it is too
early to assess the likely outcome of the litigation. However, it does not
appear that Aris Industries was the contracting party.
SIEMENS FINANCIAL SERVICES, INC. V. ARIS INDUSTRIES, INC. INDEX NO.
602304/04 (SUPREME COURT, NEW YORK COUNTY). On July 21, 2004, plaintiff
filed a Motion for Summary Judgment in lieu of Complaint, alleging breach
of certain lease agreements and claiming damages in the amount of
$193,824.09. Investigation of this matter has just begun and it is too
early to assess the likely outcome of the litigation.
COMMITTEE OF UNSECURED CREDITORS OF LUX CORPORATION has commenced action
against Adamson Apparel, Inc. and B.P.Clothing Co., Inc., for goods
purchased by Adamson in the amount of $293,477.00. The company is in the
process of preparing a Motion for Summary Judgment against Lux for the
dismissal of the case, since B.P. Clothing Co., Inc., does not believe it
has any liability.
GENERAL ORIENT has commenced an action against Adamson Apparel, Inc., for
failure to pay for goods and associated shipping charges in the amount of
$1,600,000. In addition to suing Adamson, the vendor has also sued Aris,
B.P. Clothing Company, Inc., certain Directors of the company and Global
Brands Holding. The company is defending this action and no trial date has
been set for this action.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
- 19 -
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.
ARIS INDUSTRIES, INC.
(Registrant)
Date: August 16, 2004 By /s/ Paul Spector
-------------------------------
Paul Spector
Chief Financial Officer / Treasurer
- 20 -
(c) INDEX TO EXHIBITS
Filed as Indicated
Exhibit to
Document
Referenced in
Exhibit No. Description Footnote No.
----------- ----------- ------------------
3.3 Restated Certificate of Incorporation filed on June 30, 1993 (3)
3.4 Amended and Restated By-Laws effective June 30, 1993 (3)
3.5 Amendment to the Restated Certificate of Incorporation filed (20)
with the Secretary of State on July 29, 1999
3.6 Amendment to the Restated Certificate of Incorporation filed (21)
with the Secretary of State in January 2001
10.67 Series A Junior Secured Note Agreement dated as of June 30, (3)
1993 between Registrant and BNY Financial Corporation.
10.68 Series A Junior Secured Note dated as of June 30, 1993 issued (3)
by Registrant to BNY Financial Corporation.
10.72 Secondary Pledge Agreement dated as of June 30, 1993 between (3)
Registrant, BNY Financial Corporation and AIF II, L.P.
10.81 Form of Indemnification Agreement dated as of June 30, 1993 (3)
between Registrant and each member of Registrant's Board of
Directors.
10.99 Warrant dated September 30, 1996 issued by Aris Industries, (10)
Inc. to Heller Financial, Inc.
10.111 Securities Purchase Agreement, dated as of February 26, 1999, (17)
between Aris Industries, Inc., Apollo Aris Partners, L.P.,
AIF, L.P., The Simon Group, L.L.C. and Arnold Simon.
10.112 Shareholders Agreement, dated as of February 26, 1999, between (17)
Aris Industries, Inc., Apollo Aris Partners, L.P., AIF, L.P.,
The Simon Group, L.L.C. and Charles S. Ramat.
- 21 -
Filed as Indicated
Exhibit to
Document
Referenced in
Exhibit No. Description Footnote No.
----------- ----------- ------------------
10.113 Equity Registration Rights Agreement, dated as of February 26, (17)
1999, between Aris Industries, Inc., Apollo Aris Partners,
L.P., AIF, L.P., The Simon Group, L.L.C. and Charles S. Ramat.
10.115 Financing Agreement dated February 26, 1999 by and among the (18)
Company and its Subsidiaries and CIT Commercial Group, Inc.
and the other Financial Industries named therein.
10.118 Employment Agreement by and among the Registrant, Europe Craft (19)
Imports, Inc., ECI Sportswear, Inc., XOXO and Gregg Fiene,
dated August 10, 1999.
10.119 Employment Agreement by and among the Registrant, ECI, ECI (19)
Sportswear, Inc., XOXO and Gregg Fiene, dated August 10, 1999.
10.120 Shareholders' Agreement by and among the Registrant, The Simon (19)
Group, LLC, Gregg Fiene, Michele Bohbot and Lynne Hanson,
dated August 10, 1999.
10.121 Amendment No. 2 to Financing Agreement by and among Aris (19)
Industries, Inc., Europe Craft Imports, Inc., ECI Sportswear,
Inc., Stetson Clothing Company, Inc., XOXO; the Financial
Institutions from time to time party to the Financing
Agreement, as Lenders; and The CIT Group/Commercial Services,
Inc. as Agent, dated August 10, 1999.
10.122 Amended and Restated 1993 Stock Option Plan (16)
10.123 Employment Agreement with Steven Feiner (21)
10.125 Agreement between the Company and certain of its subsidiaries (21)
and Grupo Xtra dated January, 2001
10.126 Form Securities Purchase Agreement Dated as of February, 2001 (21)
between the Company and KC Aris Fund I, L.P.
10.127 Trademark License Agreement Adamson Apparel, Inc. (22)
10.128 Trademark Purchase Agreement (23)
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Filed as Indicated
Exhibit to
Document
Referenced in
Exhibit No. Description Footnote No.
----------- ----------- ------------------
10.129 Asset Purchase Agreement (24)
21 List of Subsidiaries (21)
31.1 Certification of Chief Executive Officer pursuant to Section (25)
302 of the Sarbanes/Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section (25)
302 of the Sarbanes/Oxley Act of 2002
32 Certification under Section 906 of the Sarbanes/Oxley Act (25)
----------------
(1) Omitted.
(2) Omitted.
(3) Filed as the indicated Exhibit to the Report on Form 8-K
dated June 30, 1993 and incorporated herein by reference.
(4) - (9) Omitted.
(10) Filed as the indicated Exhibit to the Report on Form 8-K
dated September 30, 1996 and incorporated herein by
reference.
(11) Omitted.
(13) Omitted.
(14) Omitted.
(15) Omitted.
(16) Filed as Annex A to the Company's Proxy Statement filed
with the Commission on May 27, 1999, and incorporated
herein by reference.
(17) Filed as the indicated Exhibit to the Report on Form 8-K
dated February 26, 1999 and incorporated herein by
reference.
(18) Filed as Exhibit 10.115 to the Annual Report on Form 10-K
filed with the Commission on or about April 13, 1999 and
incorporated herein by reference.
(19) Filed as Exhibit to the Report on Form 8-K dated
August 24, 1999.
(20) Omitted.
(21) Filed as Exhibit to Annual Report on Form 10-K filed with
the Commission on April 15, 2002.
- 23 -
(22) Filed as an Exhibit to Form 10Q for the Quarter Ended
September 30, 2002
(23) Filed as an Exhibit to Form 8K filed May 8, 2003
(24) Filed as an Exhibit to Form 8K filed December 22, 2003
(25) Filed herewith
-----------------------------
* The Schedules and Exhibits to such Agreements have not been filed by
the Company, who hereby undertakes to file such schedules and exhibits
upon request of the Commission.
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