UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2004. 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 1-13669 TAG-IT PACIFIC, INC. (Exact Name of Issuer as Specified in its Charter) DELAWARE 95-4654481 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 21900 BURBANK BOULEVARD, SUITE 270 WOODLAND HILLS, CALIFORNIA 91367 (Address of Principal Executive Offices) (818) 444-4100 (Registrant's Telephone Number, Including Area Code) Indicate by check whether the issuer: (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 whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [_] No [X] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Stock, par value $0.001 per share, 18,144,351 shares issued and outstanding as of November 15, 2004. TAG-IT PACIFIC, INC. INDEX TO FORM 10-Q PART I FINANCIAL INFORMATION PAGE ---- Item 1. Consolidated Financial Statements..................................3 Consolidated Balance Sheets as of September 30, 2004 (unaudited) and December 31, 2003...............................3 Consolidated Statements of Operations (unaudited) For the Three and Nine Months Ended September 30, 2004 and 2003...............................4 Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2004 and 2003...................5 Notes to the Consolidated Financial Statements.....................6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................11 Item 3. Quantitative and Qualitative Disclosures About Market Risk..............................................28 Item 4. Controls and Procedures...........................................29 PART II OTHER INFORMATION Item 1. Legal Proceedings.................................................30 Item 6. Exhibits..........................................................30 2 PART I FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS. TAG-IT PACIFIC, INC. CONSOLIDATED BALANCE SHEETS September 30, December 31, 2004 2003 ------------ ------------ Assets (unaudited) Current Assets: Cash and cash equivalents .................. $ 1,566,027 $ 14,442,769 Due from factor ............................ 8,003 9,743 Trade accounts receivable, net ............. 22,511,020 7,531,079 Trade accounts receivable, related parties ................................. 5,431,885 11,721,465 Inventories ................................ 16,483,353 17,096,879 Prepaid expenses and other current assets .................................. 3,845,050 2,124,366 Deferred income taxes ...................... 2,800,000 2,800,000 ------------ ------------ Total current assets ..................... 52,645,338 55,726,301 Property and equipment, net of accumulated depreciation and amortization ............... 7,396,746 6,144,863 Tradename ..................................... 4,110,750 4,110,750 Goodwill ...................................... 450,000 450,000 License rights ................................ 306,250 375,375 Due from related parties ...................... 802,484 762,076 Other assets .................................. 698,464 200,949 ------------ ------------ Total assets .................................. $ 66,410,032 67,770,314 ============ ============ Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity Current Liabilities: Line of credit ............................. $ 4,597,480 $ 7,095,514 Accounts payable and accrued expenses ...... 9,051,494 9,552,196 Subordinated notes payable to related parties ......................... 849,971 849,971 Current portion of capital lease obligations ............................. 806,134 562,742 Current portion of mortgage note payable ................................. 20,137 -- Current portion of subordinated note payable ............................ 1,700,000 1,200,000 ------------ ------------ Total current liabilities ................ 17,025,216 19,260,423 Capital lease obligations, less current portion ............................ 1,281,949 651,191 Mortgage note payable, less current portion .................................... 744,863 -- Subordinated note payable, less current portion ............................ -- 1,400,000 ------------ ------------ Total liabilities ......................... 19,052,028 21,311,614 ------------ ------------ Convertible redeemable preferred stock Series C, $0.001 par value; 759,494 shares authorized; no shares issued and outstanding at September 30, 2004; 759,494 shares issued and outstanding at December 31, 2003 (stated value $3,000,000) .................. -- 2,895,001 Stockholders' equity: Preferred stock, Series A $0.001 par value; 250,000 shares authorized, no shares issued or outstanding .............................. -- -- Convertible preferred stock Series D, $0.001 par value; 572,818 shares authorized; no shares issued or outstanding at September 30, 2004; 572,818 shares issued and outstanding at December 31, 2003 ......... -- 22,918,693 Common stock, $0.001 par value, 30,000,000 shares authorized; 18,144,351 shares issued and outstanding at September 30, 2004; 11,508,201 at December 31, 2003 .......... 18,146 11,510 Additional paid-in capital ................. 50,797,929 23,890,356 Accumulated deficit ........................ (3,458,071) (3,256,860) ------------ ------------ Total stockholders' equity .................... 47,358,004 43,563,699 ------------ ------------ Total liabilities, convertible redeemable preferred stock and stockholders equity ........................ $ 66,410,032 $ 67,770,314 ============ ============ See accompanying notes to consolidated financial statements 3 TAG-IT PACIFIC, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended Nine Months Ended September 30, September 30, --------------------------- ---------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Net sales ........................................... $ 17,004,775 $ 16,467,896 $ 42,088,194 $ 51,558,303 Cost of goods sold .................................. 12,658,879 12,237,757 30,857,994 37,564,067 ------------ ------------ ------------ ------------ Gross profit ..................................... 4,345,896 4,230,139 11,230,200 13,994,236 Selling expenses .................................... 646,000 967,688 2,120,598 3,042,601 General and administrative expenses ................. 3,226,995 2,831,140 8,875,344 8,469,572 ------------ ------------ ------------ ------------ Total operating expenses ......................... 3,872,995 3,798,828 10,995,942 11,512,173 Income from operations .............................. 472,901 431,311 234,258 2,482,063 Interest expense, net ............................... 161,828 307,253 492,902 971,090 ------------ ------------ ------------ ------------ Income (loss) before income taxes ................... 311,073 124,058 (258,644) 1,510,973 Provision (benefit) for income taxes ................ 100,069 28,888 (87,938) 306,271 ------------ ------------ ------------ ------------ Net income (loss) ................................ $ 211,004 $ 95,170 $ (170,706) $ 1,204,702 ============ ============ ============ ============ Less: Preferred stock dividends .................... -- 49,926 30,505 144,126 ------------ ------------ ------------ ------------ Net income (loss) to common shareholders ............ $ 211,004 $ 45,244 $ (201,211) $ 1,060,576 ============ ============ ============ ============ Basic earnings (loss) per share ..................... $ 0.01 $ 0.00 $ (0.01) $ 0.10 ============ ============ ============ ============ Diluted earnings (loss) per share ................... $ 0.01 $ 0.00 $ (0.01) $ 0.10 ============ ============ ============ ============ Weighted average number of common shares outstanding: Basic ............................................ 18,112,802 11,436,702 17,036,001 10,363,755 ============ ============ ============ ============ Diluted .......................................... 18,269,005 12,245,083 17,036,001 10,809,895 ============ ============ ============ ============ See accompanying notes to consolidated financial statements. 4 TAG-IT PACIFIC, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Nine Months Ended September 30, ---------------------------- 2004 2003 ------------ ------------ Increase (decrease) in cash and cash equivalents Cash flows from operating activities: Net (loss) income .......................... $ (170,706) $ 1,204,702 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization ............... 1,100,886 956,742 Increase in allowance for doubtful accounts . 421,943 238,440 Common stock issued for services ............ 74,825 -- Warrants issued for services ................ 10,906 -- Changes in operating assets and liabilities: Receivables, including related parties ... (9,110,564) (2,765,882) Inventories .............................. 613,526 126,869 Other assets ............................. (504,946) (6,050) Prepaid expenses and other current assets (1,720,684) (1,025,217) Accounts payable and accrued expenses .... 377,567 782,998 Income taxes payable ..................... (413,212) 504,291 ------------ ------------ Net cash (used in) provided by operating activities .................................. (9,320,459) 16,893 ------------ ------------ Cash flows from investing activities: Acquisition of property and equipment ...... (1,261,795) (2,329,606) ------------ ------------ Cash flows from financing activities: Repayment of bank line of credit, net ...... (2,498,034) (2,669,013) Proceeds from private placement transactions -- 6,395,300 Proceeds from exercise of stock options and warrants ................................ 478,814 297,500 Repayment of capital leases ................ (325,268) (308,178) Proceeds from capital lease ................ 950,000 -- Repayment of notes payable ................. (900,000) (1,400,000) ------------ ------------ Net cash (used in) provided by financing activities .................................. (2,294,488) 2,315,609 ------------ ------------ Net (decrease) increase in cash ................ (12,876,742) 2,896 Cash at beginning of period .................... 14,442,769 285,464 ------------ ------------ Cash at end of period .......................... $ 1,566,027 $ 288,360 ============ ============ Supplemental disclosures of cash flow information: Cash received (paid) during the period for: Interest paid ............................ $ (474,619) $ (953,732) Income taxes paid ........................ $ (340,119) $ (13,208) Income taxes received .................... $ 2,585 $ 212,082 Non-cash financing activities: Preferred Series D stock converted to common stock ............................ $ 22,918,693 $ -- Preferred Series C stock converted to common stock ............................ $ 2,895,001 $ -- Accrued dividends converted to common stock $ 458,707 $ -- Capital lease obligation ................... $ 249,418 $ 1,474,053 Mortgage note payable ...................... $ 765,000 $ -- See accompanying notes to consolidated financial statements. 5 TAG-IT PACIFIC, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. PRESENTATION OF INTERIM INFORMATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The accompanying unaudited consolidated financial statements reflect all adjustments that, in the opinion of the management of Tag-It Pacific, Inc. and Subsidiaries (collectively, the "Company"), are considered necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. The results of operations for such periods are not necessarily indicative of the results expected for the full fiscal year or for any future period. The accompanying financial statements should be read in conjunction with the audited consolidated financial statements of the Company included in the Company's Form 10-K for the year ended December 31, 2003. 2. EARNINGS PER SHARE The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations: INCOME SHARES PER SHARE ---------- ---------- ---------- THREE MONTHS ENDED SEPTEMBER 30, 2004: Basic earnings per share: Income available to common stockholders $ 211,004 18,112,802 $ 0.01 Effect of Dilutive Securities: Options ............................... -- 156,203 -- Warrants .............................. -- -- -- ---------- ---------- ---------- Income available to common stockholders $ 211,004 18,269,005 $ 0.01 ========== ========== ========== THREE MONTHS ENDED SEPTEMBER 30, 2003: Basic earnings per share: Income available to common stockholders $ 45,244 11,436,702 $ 0.00 Effect of Dilutive Securities: Options -- 684 740 -- Warrants -- 123,641 -- ---------- ---------- ---------- Income available to common stockholders $ 45,244 12,245,083 $ 0.00 ========== ========== ========== 6 (LOSS) INCOME SHARES PER SHARE NINE MONTHS ENDED SEPTEMBER 30, 2004: ---------- ---------- ---------- Basic loss per share: Loss available to common stockholders $ (201,211) 17,036,001 $ (0.01) Effect of Dilutive Securities: Options -- -- -- Warrants -- -- -- ---------- ---------- ---------- Loss available to common stockholders $ (201,221) 17,036,001 $ (0.01) ========== ========== ========== NINE MONTHS ENDED SEPTEMBER 30, 2003: Basic earnings per share: Income available to common stockholders $1,060,576 10,363,755 $ 0.10 Effect of Dilutive Securities: Options -- 44,609 -- Warrants -- 401,531 -- ---------- ---------- ---------- Income available to common stockholders $1,060,576 10,806,895 $ 0.10 ========== ========== ========== Warrants to purchase 1,191,984 shares of common stock at between $4.29 and $5.06, options to purchase 1,270,200 shares of common stock at between $3.63 and $4.63, and convertible debt of $500,000 convertible at $4.50 per share, were outstanding for the three months ended September 30, 2004, but were not included in the computation of diluted earnings per share because exercise or conversion would have an antidilutive effect on earnings per share. Warrants to purchase 1,191,984 shares of common stock at between $4.29 and $5.06, options to purchase 1,790,200 shares of common stock at between $1.30 and $4.63, and convertible debt of $500,000 convertible at $4.50 per share, were outstanding for the nine months ended September 30, 2004, but were not included in the computation of diluted earnings per share because exercise or conversion would have an antidilutive effect on earnings per share. Convertible debt of $500,000 convertible at $4.50 per share and 759,494 shares of preferred Series C stock convertible at $4.94 per share were outstanding for the three months ended September 30, 2003, but were not included in the computation of diluted earnings per share because exercise or conversion would have an antidilutive effect on earnings per share. Warrants to purchase 426,666 shares of common stock at between $4.57 and $5.06, options to purchase 105,000 shares of common stock at $4.63, convertible debt of $500,000 convertible at $4.50 per share and 759,494 shares of preferred Series C stock convertible at $4.94 per share were outstanding for the nine months ended September 30, 2003, but were not included in the computation of diluted earnings per share because exercise or conversion would have an antidilutive effect on earnings per share. 7 3. STOCK BASED COMPENSATION All stock options issued to employees had an exercise price not less than the fair market value of the Company's Common Stock on the date of grant, and in accounting for such options utilizing the intrinsic value method there is no related compensation expense recorded in the Company's financial statements for the three and nine months ended September 30, 2004 and 2003. If compensation cost for stock-based compensation had been determined based on the fair market value of the stock options on their dates of grant in accordance with SFAS 123, the Company's net income (loss) and earnings (loss) per share for the three and nine months ended September 30, 2004 and 2003 would have amounted to the pro forma amounts presented below: Three Months Nine Months Ended September 30, Ended September 30, --------------------------- -------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- Net income (loss), as reported................. $ 211,004 $ 95,170 $ (170,706) $ 1,204,702 Add: Stock-based employee compensation expense included in reported net income, net of related tax effects ...................... -- -- -- -- Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects .................................. (5,224) (44,838) (50,004) (94,948) ----------- ----------- ----------- ----------- Pro forma net income (loss) ................... $ 205,780 $ 50,332 $ (220,710) $ 1,109,754 =========== =========== =========== =========== Earnings per share: Basic - as reported....................... $ 0.01 $ 0.00 $ (0.01) $ 0.10 Basic - pro forma......................... $ 0.01 $ 0.00 $ (0.01) $ 0.09 Diluted - as reported..................... $ 0.01 $ 0.00 $ (0.01) $ 0.10 Diluted - pro forma....................... $ 0.01 $ 0.00 $ (0.01) $ 0.09 4. SERIES D PREFERRED STOCK On December 18, 2003, the Company sold an aggregate of 572,818 shares of non-voting Series D Convertible Preferred Stock, at a price of $44.00 per share, to institutional investors and individual accredited investors in a private placement transaction. The Company received net proceeds of $23,083,693 after commissions and other offering expenses. The Series D Convertible Preferred Stock was convertible after approval at a special meeting of stockholders at a rate of 10 common shares for each share of Series D Convertible Preferred Stock. Except as required by law, the Preferred Shares had no voting rights. The Preferred Shares would have accrued dividends, commencing on June 1, 2004, at an annual rate of 5% of the initial stated value of $44.00 per share, payable quarterly. In the event of a liquidation, dissolution or winding-up of the Company, the holders of the Preferred Shares would have been entitled to receive, prior to any distribution on the common stock, a distribution equal to the initial stated value of the Preferred Shares plus all accrued and unpaid dividends. 8 At a special meeting of stockholders held on February 11, 2004, the stockholders of the Company approved the issuance of 5,728,180 shares of common stock upon conversion of the Series D Preferred Stock. At the conclusion of the meeting, all of the shares of the Series D Convertible Preferred Stock automatically converted into common shares. The Company has registered the common shares issued upon conversion of the Series D Convertible Preferred Stock with the Securities and Exchange Commission for resale by the investors. In conjunction with the private placement transaction, the Company issued a warrant to purchase 572,818 common shares to the placement agent. The warrant is exercisable beginning June 18, 2004 through December 18, 2008. The fair value of the warrant was estimated at approximately $165,000 utilizing the Black-Scholes option-pricing model. 5. SERIES C PREFERRED STOCK On February 25, 2004, the holders of the Series C Preferred Stock converted all 759,494 shares of Series C Preferred Stock, plus $458,707 of accrued dividends, into 700,144 shares of common stock. 6. EXCLUSIVE SUPPLY AGREEMENT On July 16, 2004, we amended our exclusive supply agreement with Levi Strauss & Co. ("Levi") to provide for an additional two-year term through November 2006. In accordance with the supply agreement, Levi is to purchase waistbands for specific product categories over the term of the agreement. Certain proprietary products, equipment and technological know-how will be supplied to Levi on an exclusive basis for specific product categories during the extended period. 7. SUBSEQUENT EVENTS REFINANCING OF WORKING CAPITAL CREDIT FACILITY On November 10, 2004, the Company raised $12.5 million from the sale of Secured Convertible Notes Payable (the "Notes") to existing shareholders. The Notes are convertible into common stock at a price of $3.65 per share, bear interest at 6% payable quarterly, are due November 9, 2007 and are secured by the TALON trademarks. The Notes are convertible at the option of the holder at any time after closing. The Company may repay the Notes at any time after one year from the closing date with a 15% prepayment penalty. At maturity, the Company may repay the Notes in cash or require conversion if certain conditions are met. In connection with the issuance of the Notes, 171,235 warrants were issued to the Note holders. The warrants have a term of five years, an exercise price of $3.65 and vest 30 days after closing. The Company is required to register the shares issuable upon conversion of the options and exercise of the warrants. In connection with this financing, the Company paid the placement agent $704,000 in cash, and issued the placement agent a warrant to purchase 215,754 common shares at an exercise price of $3.65 per share. The warrant is exercisable beginning May 10, 2004 through November 10, 2009. A portion of the proceeds from the Secured Convertible Notes Payable was used to pay off all existing indebtedness under our credit facility with UPS Capital Global Trade Finance Corporation. 9 FRANCHISE AGREEMENTS On October 21, 2004, the Company entered into a franchise agreement for the sale of TALON zippers in Central Asia. The agreement provides for minimum purchases from the Company of $9.5 million of TALON zipper products to be received over a term beginning October 21, 2004 through April 21, 2008. On November 10, 2004, the Company entered into a second franchise agreement for the sale of TALON zippers in South East Asia. The agreement provides for minimum purchases from the Company of $10.5 million of TALON zipper products to be received over a term beginning November 10, 2004 through May 10, 2008. 8. GUARANTEES AND CONTINGENCIES In November 2002, the FASB issued FIN No. 45 "Guarantor's Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others - and interpretation of FASB Statements No. 5, 57 and 107 and rescission of FIN 34." The following is a summary of the Company's agreements that it has determined are within the scope of FIN 45: In accordance with the bylaws of the Company, officers and directors are indemnified for certain events or occurrences arising as a result of the officer or director's serving in such capacity. The term of the indemnification period is for the lifetime of the officer or director. The maximum potential amount of future payments the Company could be required to make under the indemnification provisions of its bylaws is unlimited. However, the Company has a director and officer liability insurance policy that reduces its exposure and enables it to recover a portion of any future amounts paid. As a result of its insurance policy coverage, the Company believes the estimated fair value of the indemnification provisions of its bylaws is minimal and therefore, the Company has not recorded any related liabilities. The Company enters into indemnification provisions under its agreements with investors and its agreements with other parties in the normal course of business, typically with suppliers, customers and landlords. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company's activities or, in some cases, as a result of the indemnified party's activities under the agreement. These indemnification provisions often include indemnifications relating to representations made by the Company with regard to intellectual property rights. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal. Accordingly, the Company has not recorded any related liabilities. The Company is subject to certain legal proceedings and claims arising in connection with its business. In the opinion of management, there are currently no claims that will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. 10 9. NEW ACCOUNTING PRONOUNCEMENT In March 2004, the Financial Accounting Standards Board ("FASB") published an Exposure Draft, "Share-Based Payment, an Amendment of FASB Statements No. 123 and 95." The proposed change in accounting would replace existing requirements under SFAS No. 123 and APB Opinion No. 25. The proposed statement would require public companies to recognize the cost of employee services received in exchange for equity instruments, based on the grant-date fair value of those instruments, with limited exceptions. The proposed statement would also affect the pattern in which compensation costs would be recognized, the accounting for employee share purchase plans, and the accounting for income tax effects of share-based payment transactions. The Exposure Draft also notes that the use of a lattice model, such as the binomial model, to determine the fair value of employee stock options, is preferable. The Company currently uses the Black-Scholes pricing model to determine the fair value of its employee stock options. Use of a lattice model to determine the fair value of employee stock options may result in compensation costs materially different from those pro forma costs disclosed in Note 3 to the consolidated financial information. The Company is currently determining what impact the proposed statement would have on its results of operations or financial position. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis should be read together with the Consolidated Financial Statements of Tag-It Pacific, Inc. and the notes to the Consolidated Financial Statements included elsewhere in this Form 10-Q. This discussion summarizes the significant factors affecting the consolidated operating results, financial condition and liquidity and cash flows of Tag-It Pacific, Inc. for the nine months ended September 30, 2004 and 2003. Except for historical information, the matters discussed in this Management's Discussion and Analysis of Financial Condition and Results of Operations are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond our control. OVERVIEW Tag-It Pacific, Inc. is an apparel company that specializes in the distribution of trim items to manufacturers of fashion apparel, specialty retailers and mass merchandisers. We act as a full service outsourced trim management department for manufacturers, a specified supplier of trim items to owners of specific brands, brand licensees and retailers, a manufacturer and distributor of zippers under our TALON brand name and a distributor of stretch waistbands that utilize licensed patented technology under our TEKFIT brand name. The global apparel industry served by our company continues to undergo dramatic change within its traditional supply chain. Large retail brands such as Levi Strauss & Co. and other major brands have largely moved away from owning their manufacturing operations and have increasingly embraced an outsourced production model. These brands today are primarily focused on design, marketing and sourcing. As sourcing has gained prominence in these organizations, they have become increasingly adept at responding to changing market conditions with respect to labor costs, trade policies and other areas, and are more capable of shifting production to new geographic areas. 11 As the separation of the retail brands and apparel production has grown, the disintermediation of the retail brands and the underlying suppliers of apparel component products such as trim has become substantially more pronounced. The management of trim procurement, including ordering, production, inventory management and just-in-time distribution to a brand's manufacturers, has become an increasingly cumbersome task given (i) the proliferation of brands, styles and divisions within the major retail brands and (ii) the growing pace of globalization within the apparel manufacturing industry. While the global apparel industry is in the midst of restructuring its supply chain, the trim product industry has not evolved and remains highly fragmented, with no single player providing the global scope, integrated product set or service focus required for the broader industry evolution to succeed. We believe these trends present an attractive opportunity for a fully-integrated single source supplier of trim products to successfully interface between the retail brands, their manufacturing partners and other underlying trim component suppliers. Our objective is to provide the global apparel industry with innovative products and distribution solutions that improve both the quality of fashion apparel and the efficiency of the industry itself. The launch of TRIMNET, our Oracle based e-sourcing system will allow us to seamlessly supply complete trim packages to apparel brands, retailers and manufacturers around the world, greatly expanding upon our success in offering complete trim packages to customers in Mexico over the past several years. TRIMNET is an upgrade of our MANAGED TRIM SOLUTION software and will allow us to provide additional services to customers on a global platform. On November 10, 2004, we refinanced our working capital credit facility with UPS Capital Global Trade Finance Corporation with a portion of the proceeds received from a private placement of $12.5 million Secured Convertible Notes Payable. See further discussion under the LIQUIDITY AND CAPITAL RESOURCES section of this document. We have developed, and are now implementing, what were refer to as our TALON franchise strategy, whereby we locate suitable candidates in various geographic international regions to finish and sell zippers under the TALON brand name. Our designated franchisees purchase and install locally equipment for producing finished zippers, thus minimizing our capital outlay. The franchisee will then purchase from us large zippers rolls and produce finished zippers locally, according to their customers' specifications, in markets around the world, becoming in essence a local marketer and distributor of the TALON brand. The benefits of this strategy are profound, as we expect to dramatically expand the geographic footprint of our TALON division without the need to build factories, commit significant capital resources and hire sales people in the markets we target. On October 21, 2004, we entered into a franchise agreement for the sale of TALON zippers in Central Asia. The agreement provides for minimum purchases from us of $9.5 million in TALON zipper products to be received over a term beginning October 21, 2004 through April 21, 2008. On November 10, 2004, we entered into our second franchise agreement for the sale of TALON zippers in South East Asia. The agreement provides for minimum purchases from us of $10.5 million in TALON zipper products to be received over a term beginning November 10, 2004 through May 10, 2008. On July 16, 2004, we amended our exclusive supply agreement with Levi Strauss & Co. to provide for an additional two-year term through November 2006. In accordance with the supply agreement, Levi is to purchase waistbands for specific product categories over the term of the agreement. Certain proprietary products, equipment and technological know-how will be supplied to Levi on an exclusive basis for specific product categories during the extended period. 12 APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to our valuation of inventory and our allowance for uncollectable accounts receivable. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements: o Inventory is evaluated on a continual basis and reserve adjustments are made based on management's estimate of future sales value, if any, of specific inventory items. Reserve adjustments are made for the difference between the cost of the inventory and the estimated market value, if lower, and charged to operations in the period in which the facts that give rise to the adjustments become known. A substantial portion of our total inventories is subject to buyback arrangements with our customers. The buyback arrangements contain provisions related to the inventory we purchase and warehouse on behalf of our customers. In the event that inventories remain with us in excess of six to nine months from our receipt of the goods from our vendors or the termination of production of a customer's product line related to the inventories, the customer is required to purchase the inventories from us under normal invoice and selling terms. If the financial condition of a customer were to deteriorate, resulting in an impairment of its ability to purchase inventories, an additional adjustment may be required. These buyback arrangements are considered in management's estimate of future market value of inventories. o Accounts receivable balances are evaluated on a continual basis and allowances are provided for potentially uncollectable accounts based on management's estimate of the collectability of customer accounts. If the financial condition of a customer were to deteriorate, resulting in an impairment of its ability to make payments, an additional allowance may be required. Allowance adjustments are charged to operations in the period in which the facts that give rise to the adjustments become known. o We record valuation allowances to reduce our deferred tax assets to an amount that we believe is more likely than not to be realized. We consider estimated future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. If we determine that we will not realize all or part of our deferred tax assets in the future, we would make an adjustment to the carrying value of the deferred tax asset, which would be reflected as an income tax expense. Conversely, if we determine that we will realize a deferred tax asset, which currently has a valuation allowance, we would be required to reverse the valuation allowance, which would be reflected as an income tax benefit. o Intangible assets are evaluated on a continual basis and impairment adjustments are made based on management's valuation of identified reporting units related to goodwill, the valuation of intangible assets with indefinite lives and the reassessment of the useful lives related to other intangible assets with definite useful lives. Impairment adjustments are 13 made for the difference between the carrying value of the intangible asset and the estimated valuation and charged to operations in the period in which the facts that give rise to the adjustments become known. o Sales are recorded at the time of shipment, at which point title transfers to the customer, and when collection is reasonably assured. RESULTS OF OPERATIONS The following table sets forth for the periods indicated, selected statements of operations data shown as a percentage of net sales: THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ---------------------- --------------------- 2004 2003 2004 2003 --------- ---------- ---------- --------- Net sales 100.0% 100.0% 100.0% 100.0% Cost of goods sold 74.4 74.3 73.3 72.9 --------- ---------- ---------- --------- Gross profit 25.6 25.7 26.7 27.1 Selling expenses 3.8 5.9 5.0 5.9 General and administrative expenses 19.0 17.2 21.1 16.4 --------- ---------- ---------- --------- Operating Income 2.8% 2.6% 0.6% 4.8% ========= ========== ========== ========= The following table sets forth for the periods indicated revenues attributed to geographical regions based on the location of the customer as a percentage of net sales: THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ---------------------- ---------------------- 2004 2003 2004 2003 --------- ---------- ---------- --------- United States................. 9.7% 5.4% 8.7% 12.9% Asia 19.3 15.9 22.2 13.6 Mexico........................ 44.9 43.0 40.2 42.3 Dominican Republic............ 15.8 22.1 18.2 22.5 Central and South America..... 7.4 8.6 9.3 5.9 Other......................... 2.9 5.0 1.4 2.8 --------- ---------- ---------- --------- 100.0% 100.0% 100.0% 100.0% ========= ========== ========== ========= 14 Net sales increased approximately $537,000, or 3.3%, to $17,005,000 for the three months ended September 30, 2004 from $16,468,000 for the three months ended September 30, 2003. The increase in net sales for the three months ended September 30, 2004 was primarily due to an increase in sales from our TRIMNET programs related to major U.S. retailers in our Hong Kong and Mexico facilities and an increase in zipper sales under our TALON brand name in Asia. The increase in net sales was offset by a decrease in trim-related sales of approximately $3.0 million from our Tlaxcala, Mexico, operations under our MANAGED TRIM SOLUTION(TM) trim package program. During the fourth quarter of 2003, we implemented a plan to restructure certain business operations, including the reduction of our reliance on two significant customers in Mexico, Tarrant Apparel Group and Azteca Production International, which contributed approximately $6.0 million or 36.2% of revenues in the third quarter of 2003. These customers contributed approximately $3.0 million or 17.9% of revenues in the third quarter of 2004. This plan was accelerated when Tarrant Apparel Group unexpectedly exited its Mexico operations. We were able to replace in excess of 100% of the lost revenue during the three months ended September 30, 2004. The reduction of our operations in Mexico was also in response to our efforts to decrease our reliance on our larger Mexico customers. Fiscal 2004 continues to be a transitional year as we experience the effects of diversifying our customer base. Net sales decreased approximately $9,470,000, or 18.4%, to $42,088,000 for the nine months ended September 30, 2004 from $51,558,000 for the nine months ended September 30, 2003. The decrease in net sales for the nine months ended September 30, 2004 was primarily due to a decrease in trim-related sales of approximately $18.3 million from our Tlaxcala, Mexico operations, as discussed above. Our previous reliance on two significant customers in Mexico, Tarrant Apparel Group and Azteca Production International, during the nine months ended September 30, 2003 contributed approximately $22.5 million or 43.7% of revenues compared to approximately $4.2 million or 10.1% of revenues for the nine months ended September 30, 2004. We were able to replace approximately 48% of lost revenue during the nine months ended September 30, 2004. The decrease in net sales was offset by an increase in sales from our TRIMNET programs related to major U.S. retailers in our Hong Kong and Mexico facilities and an increase in zipper sales under our TALON brand name in Asia. Gross profit increased approximately $116,000, or 2.7%, to $4,346,000 for the three months ended September 30, 2004 from $4,230,000 for the three months ended September 30, 2003. Gross margin as a percentage of net sales decreased to approximately 25.6% for the three months ended September 30, 2004 as compared to 25.7% for the three months ended September 30, 2003. The decrease in gross profit as a percentage of net sales for the three months ended September 30, 2004 was due to a change in our product mix during the quarter. Gross profit decreased approximately $2,764,000, or 19.8%, to $11,230,000 for the nine months ended September 30, 2004 from $13,994,000 for the nine months ended September 30, 2003. Gross margin as a percentage of net sales decreased to approximately 26.7% for the nine months ended September 30, 2004 as compared to 27.1% for the nine months ended September 30, 2003. The decrease in gross profit as a percentage of net sales for the nine months ended September 30, 2004 was due to a change in our product mix during the period. 15 Selling expenses decreased approximately $322,000, or 33.3%, to $646,000 for the three months ended September 30, 2004 from $968,000 for the three months ended September 30, 2003. As a percentage of net sales, these expenses decreased to 3.8% for the three months ended September 30, 2004 compared to 5.9% for the three months ended September 30, 2003. The decrease in selling expenses during the period was due in part to a decrease in the royalty rate related to our exclusive license and intellectual property rights agreement with Pro-Fit Holdings Limited. We incurred royalties related to this agreement of approximately $85,000 for the three months ended September 30, 2004 compared to $199,000 for the three months ended September 30, 2003. Over the life of the contract, we pay royalties of 6% on related sales of up to $10 million, 4% of related sales from $10-20 million and 3% on related sales in excess of $20 million. Selling expenses also decreased due to the implementation of our restructuring plan in the fourth quarter of 2003. Selling expenses decreased approximately $922,000, or 30.3%, to $2,121,000 for the nine months ended September 30, 2004 from $3,043,000 for the nine months ended September 30, 2003. As a percentage of net sales, these expenses decreased to 5.0% for the nine months ended September 30, 2004 compared to $5.9% for the nine months ended September 30, 2003. The decrease in selling expenses during the period was due in part to a decrease in the royalty rate related to our exclusive license and intellectual property rights agreement with Pro-Fit Holdings Limited. We incurred royalties related to this agreement of approximately $312,000 for the nine months ended September 30, 2004 compared to $705,000 for the nine months ended September 30, 2003. Selling expenses also decreased due to the implementation of our restructuring plan in the fourth quarter of 2003. General and administrative expenses increased approximately $396,000, or 14.0%, to $3,227,000 for the three months ended September 30, 2004 from $2,831,000 for the three months ended September 30, 2003. The increase in general and administrative expenses was due primarily to the hiring of additional employees related to the expansion of our Asian operations, including our TALON franchising strategy. Additional administrative employees were also hired for our new TALON manufacturing facility in North Carolina. This facility is estimated to begin production in December 2004. As a percentage of net sales, these expenses increased to 19.0% for the three months ended September 30, 2004 compared to 17.2% for the three months ended September 30, 2003, as the rate of increase in general and administrative expenses exceeded the rate of increase in net sales. General and administrative expenses increased approximately $405,000, or 4.8%, to $8,875,000 for the nine months ended September 30, 2004 from $8,470,000 for the nine months ended September 30, 2003. The increase in general and administrative expenses was due primarily to the hiring of additional employees related to the expansion of our Asian operations, including our TALON franchising strategy. Additional administrative employees were also hired for our new TALON manufacturing facility in North Carolina. This facility is estimated to begin production in December 2004. The increase in these expenses was also due to a one-time charge of approximately $400,000 in the first quarter of 2004 related to the final residual costs associated with our restructuring plan implemented in the fourth quarter of 2003. This one-time charge was offset by a decrease in salaries and related benefits and other costs as a result of the implementation of our restructuring plan in the fourth quarter of 2003. As a percentage of net sales, these expenses increased to 21.1% for the nine months ended September 30, 2004 compared to 16.4% for the nine months ended September 30, 2003, due to the decrease in net sales. Interest expense decreased approximately $145,000, or 47.2%, to $162,000 for the three months ended September 30, 2004 from $307,000 for the three months ended September 30, 2003. Borrowings under our UPS Capital credit facility decreased during the period ended September 30, 2004 due to proceeds received from our private placement transactions in May and December 2003 in which we raised approximately $29 million from the sale of common and convertible preferred stock. 16 Interest expense decreased approximately $478,000, or 49.2%, to $493,000 for the nine months ended September 30, 2004 from $971,000 for the nine months ended September 30, 2003. Borrowings under our UPS Capital credit facility decreased during the period ended September 30, 2004 due to proceeds received from our private placement transactions in May and December 2003 in which we raised approximately $29 million from the sale of common and convertible preferred stock. The provision for income taxes for the three months ended September 30, 2004 amounted to approximately $100,000 compared to $29,000 for the three months ended September 30, 2003. Income taxes increased for the three months ended September 30, 2004 primarily due to increased taxable income. The income tax benefit for the nine months ended September 30, 2004 amounted to approximately $88,000 compared to a provision for income taxes of $306,000 for the nine months ended September 30, 2003. Income taxes decreased for the nine months ended September 30, 2004 primarily due to decreased taxable income. Net income was approximately $211,000 for the three months ended September 30, 2004 as compared to $95,000 for the three months ended September 30, 2003, due primarily to an increase in net sales, decreases in selling and interest expenses, offset by an increase in general and administrative, as discussed above. Net loss was approximately $171,000 for the nine months ended September 30, 2004 as compared to net income of $1,205,000 for the nine months ended September 30, 2003, due primarily to a decrease in net sales and an increase in general and administrative expenses, offset by decreases in selling and interest expenses, as discussed above. There were no preferred stock dividends for the three months ended September 30, 2004 as compared to $50,000 for the three months ended September 30, 2003. Preferred stock dividends represent earned dividends at 6% of the stated value per annum of the Series C convertible redeemable preferred stock. In February 2004, the holders of the Series C convertible redeemable preferred stock converted all 759,494 shares of the Series C Preferred Stock, plus $458,707 of accrued dividends, into 700,144 shares of our common stock. Net income available to common shareholders amounted to $211,000 for the three months ended September 30, 2004 compared to $45,000 for the three months ended September 30, 2003. Basic and diluted earnings per share were $0.01 for the three months ended September 30, 2004 and $0.00 for the three months ended September 30, 2003. Preferred stock dividends amounted to $31,000 for the nine months ended September 30, 2004 as compared to $144,000 for the nine months ended September 30, 2003. Preferred stock dividends represent earned dividends at 6% of the stated value per annum of the Series C convertible redeemable preferred stock. In February 2004, the holders of the Series C convertible redeemable preferred stock converted all 759,494 shares of the Series C Preferred Stock, plus $458,707 of accrued dividends, into 700,144 shares of our common stock. Net loss available to common shareholders amounted to $201,000 for the nine months ended September 30, 2004 compared to net income available to common shareholders of $1,061,000 for the nine months ended September 30, 2003. Basic and diluted loss per share was $0.01 for the nine months ended September 30, 2004 and basic and diluted earnings per share was $0.10 for the nine months ended September 30, 2003. 17 LIQUIDITY AND CAPITAL RESOURCES AND RELATED PARTY TRANSACTIONS Cash and cash equivalents decreased to $1,566,000 at September 30, 2004 from $14,443,000 at December 31, 2003. The decrease resulted from approximately $9,320,000 of cash used by operating activities, $1,262,000 of cash used in investing activities and $2,294,000 of cash used in financing activities. Net cash used in operating activities was approximately $9,320,000 for the nine months ended September 30, 2004 and cash provided by operations was approximately $17,000 for the nine months ended September 30, 2003. Cash used in operating activities for the nine months ended September 30, 2004 resulted primarily from increased accounts receivable and prepaid and other current assets. The increase in accounts receivable during the period was due primarily to slower customer collections of non-related party receivables during the nine-month period. Non-related party trade receivables increased by an additional $5.4 million due to the inclusion of receivables that were previously classified as related party trade receivables. Cash provided by operating activities for the nine months ended September 30, 2003 resulted primarily from increases in accounts payable and accrued expenses, income taxes payable and net income, which was offset primarily by increases in receivables and prepaid expenses. Net cash used in investing activities was approximately $1,262,000 and $2,330,000 for the nine months ended September 30, 2004 and 2003, respectively. Net cash used in investing activities for the nine months ended September 30, 2004 consisted primarily of capital expenditures for computer equipment, the purchase of additional TALON zipper equipment and leasehold improvements related to our new TALON manufacturing facility. During the quarter, we also purchased a building and land in North Carolina for the manufacturing of TALON zippers. This purchase was treated as a non-cash financing transaction. Net cash used in investing activities for the nine months ended September 30, 2003 consisted primarily of capital expenditures for equipment related to the exclusive supply agreement we entered into with Levi Strauss & Co. and the purchase of additional TALON zipper equipment. During the period, we also purchased computer equipment and software for the implementation of a new Oracle-based computer system. This purchase was treated as a non-cash capital lease obligation. Net cash used in financing activities was approximately $2,294,000 for the nine months ended September 30, 2004 compared to net cash provided by financing activities of $2,316,000 for the nine months ended September 30, 2003. Net cash used in financing activities for the nine months ended September 30, 2004 primarily reflects the repayment of borrowings under our credit facility and subordinated notes payable, offset by funds raised from the exercise of stock options and warrants and proceeds from a capital lease obligation. Net cash provided by financing activities for the nine months ended September 30, 2003 primarily reflects funds raised from private placement transactions, offset by the repayment of notes payable and decreased borrowings under our credit facility. We currently satisfy our working capital requirements primarily through cash flows generated from operations, sales of equity securities and borrowings from institutional investors and individual accredited investors. On November 10, 2004, we refinanced our working capital credit facility with UPS Capital Global Trade Finance Corporation with a portion of the proceeds received from a private placement of $12.5 million of Secured Convertible Promissory Notes. The Secured Convertible Promissory Notes are convertible into common stock at a price of $3.65 per share, bear interest at 6% payable quarterly, are due November 9, 2007 and are secured by the TALON trademarks. The Notes are convertible at the option of the holder at any time after closing. We may repay the Notes at any time after one year from the closing date with a 15% prepayment penalty. At maturity, we may repay the Notes in 18 cash or require conversion if certain conditions are met. In connection with the issuance of the Notes, 171,235 warrants were issued to the Note holders. The warrants have a term of five years, an exercise price of $3.65 and vest 30 days after closing. We are required to register the shares issuable upon conversion of the options and exercise of the warrants. At September 30, 2004 and 2003, outstanding borrowings under our UPS Capital credit facility, including amounts borrowed under our foreign factoring agreement, amounted to approximately $4,597,000 and $13,265,000, respectively. Open letters of credit under our UPS Capital credit facility amounted to approximately $96,000 at September 30, 2004. There were no open letters of credit at September 30, 2003. Pursuant to the terms of a foreign factoring agreement under our UPS Capital credit facility, UPS Capital purchased our eligible accounts receivable and assumed the credit risk with respect to those foreign accounts for which UPS Capital had given its prior approval. If UPS Capital did not assume the credit risk for a receivable, the collection risk associated with the receivable remained with us. We paid a fixed commission rate and borrowed up to 85% of eligible accounts receivable under our credit facility. Included in due from factor as of September 30, 2004 and 2003 are trade accounts receivable factored without recourse of approximately $53,000 and $117,000. Included in due from factor are outstanding advances due to UPS Capital under this factoring arrangement amounting to approximately $45,000 and $100,000 at September 30, 2004 and 2003. Pursuant to the terms of a factoring agreement for our Hong Kong subsidiary, Tag-It Pacific Limited, the factor purchases our eligible accounts receivable and assumes the credit risk with respect to those accounts for which the factor has given its prior approval. If the factor does not assume the credit risk for a receivable, the collection risk associated with the receivable remains with us. We pay a fixed commission rate and may borrow up to 80% of eligible accounts receivable. Interest is charged at 1.5% over the Hong Kong Dollar prime rate. As of September 30, 2004 and 2003, the amount factored with recourse and included in trade accounts receivable was approximately $872,000 and $260,000. Outstanding advances as of September 30, 2004 and 2003 amounted to approximately $512,000 and $213,000 and are included in the line of credit balance. As we continue to respond to the current industry trend of large retail brands to outsource apparel manufacturing to offshore locations, our foreign customers, though backed by U.S. brands and retailers, are increasing. This makes receivables based financing with traditional U.S. banks more difficult. Our current borrowings may not provide the level of financing we may need to expand into additional foreign markets. As a result, we are continuing to evaluate non-traditional financing of our foreign assets. Our trade receivables increased to $27,943,000 at September 30, 2004 from $23,022,000 at September 30, 2003. This increase was due primarily to increased non-related party receivables of approximately $10 million due to increased sales to non-related party customers and slower collections. Non-related party trade receivables increased by an additional $5.4 million due to the inclusion of receivables that were previously classified as related party trade receivables. As a result of the sale of its ownership in our common stock, Azteca Production International is no longer considered a related party customer. The increase in non-related party receivables was offset by a decrease in related party trade receivables of approximately $10.5 million resulting from decreased sales to related parties during the period, offset by slower collections. We are currently in negotiations with the management of Tarrant Apparel Group to resolve its outstanding accounts receivable position. We believe we can come to an agreement and have recorded a reserve against outstanding accounts receivable based on these negotiations. If Tarrant does not execute against its commitments, we will be required to record a write-down of all or a portion of the outstanding receivables due from Tarrant. Our net deferred tax asset increased to $2,800,000 at September 30, 2004 from $91,000 at September 30, 2003. The increase in our net deferred tax asset results primarily from 2003 losses. At December 31, 2003, we had Federal and state net operating loss carryforwards of approximately $9.2 million and $5.1 million, respectively, available to offset future taxable income. 19 We believe that our existing cash and cash equivalents and anticipated cash flows from our operating activities and available financing will be sufficient to fund our minimum working capital and capital expenditure needs for at least the next twelve months. The extent of our future capital requirements will depend on many factors, including our results of operations, future demand for our products, the size and timing of future acquisitions, our borrowing base availability limitations related to eligible accounts receivable and inventories and our expansion into foreign markets. Our need for additional long-term financing includes the integration and expansion of our operations to exploit our rights under our TALON trade name, the expansion of our operations in the Asian, Central American, South America and Caribbean markets and the further development of our waistband technology. If our cash from operations is less than anticipated or our working capital requirements and capital expenditures are greater than we expect, we may need to raise additional debt or equity financing in order to provide for our operations. We are continually evaluating various financing strategies to be used to expand our business and fund future growth or acquisitions. There can be no assurance that additional debt or equity financing will be available on acceptable terms or at all. If we are unable to secure additional financing, we may not be able to execute our plans for expansion, including expansion into foreign markets to promote our TALON brand tradename, and we may need to implement additional cost savings initiatives. CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS The following summarizes our contractual obligations at September 30, 2004 and the effects such obligations are expected to have on liquidity and cash flow in future periods: Payments Due by Period -------------------------------------------------------------- Less than 1-3 4-5 After Contractual Obligations Total 1 Year Years Years 5 Years - -------------------------- ---------- ---------- ---------- ---------- ---------- Subordinated note payable $1,700,000 $1,700,000 $ -- $ -- $ -- Capital lease obligations $2,088,083 $ 806,134 $1,049,608 $ 232,341 $ -- Subordinated notes payable to related parties (1) $ 849,971 $ 849,971 $ -- $ -- $ -- Operating leases ......... $1,162,387 $ 662,385 $ 500,002 $ -- $ -- Line of credit ........... $4,597,480 $4,597,480 $ -- $ -- $ -- Notes payable ............ $ 25,200 $ 25,200 $ -- $ -- $ -- Mortgage note payments.... $ 765,000 $ 20,137 $ 44,411 $ 50,559 $ 649,893 Royalty payments ......... $ 119,947 $ -- $ 119,947 $ -- $ -- - ---------- <FN> (1) The majority of subordinated notes payable to related parties are due on demand with the remainder due and payable on the fifteenth day following the date of delivery of written demand for payment. </FN> At September 30, 2004 and 2003, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships. 20 RELATED PARTY TRANSACTIONS We have an exclusive supply agreement with Tarrant Apparel Group and have been supplying Tarrant Apparel Group with all of its trim requirements under our MANAGED TRIM SOLUTION(TM) system since 1998. The supply agreement with Tarrant Apparel Group has an indefinite term. Pricing and terms are consistent with competitive vendors. At the time we entered into this supply agreement, we also sold 2,390,000 shares of our common stock to KG Investment, LLC, an entity then owned by Gerard Guez and Todd Kay, executive officers and significant shareholders of Tarrant Apparel Group. Sales under our supply agreements with Tarrant Apparel Group and Azteca Production International (a former related party), and their affiliates, amounted to approximately 40.2% and 69.7% of our total sales for the years ended December 2003 and 2002, respectively, and 10.1% and 43.7% of our total sales for the nine months ended September 30, 2004 and 2003. Sales under these supply agreements as a percentage of total sales for the year ending December 2004 are anticipated to be significantly lower than for the year ended December 2003. This decrease is due in part to our efforts to decrease our reliance on these customers and to further diversify our customer base. Our results of operations will depend, to a lesser extent than in prior periods, upon the commercial success of Azteca Production International and Tarrant Apparel Group. If our relationship with Azteca Production International or Tarrant Apparel Group terminates, it may have an adverse affect on our results of operations. Included in trade accounts receivable at September 30, 2004 and 2003 and December 31, 2003, is approximately $10.8, $16.0 and $11.7 million due from Tarrant Apparel Group and Azteca Production International, and their affiliates. We are currently in negotiations with the management of Tarrant Apparel Group to resolve its outstanding accounts receivable position. We believe we can come to an agreement and have recorded a reserve against outstanding accounts receivable based on these negotiations. If Tarrant does not execute against its commitments, we will be required to record a write-down of all or a portion of the outstanding receivables due from Tarrant. Included in inventories at September 30, 2004 and 2003 are inventories of approximately $5.1 and $8.4 million that are subject to buyback arrangements with Tarrant Apparel Group and Azteca Production International. The buyback arrangements contain provisions related to the inventory purchased on behalf of these customers. In the event that inventories remain with us in excess of six to nine months from our receipt of the goods from our vendors or the termination of production of a customer's product line related to the inventories, the customer is required to purchase the inventories from us under normal invoice and selling terms. During the nine months ended September 30, 2004 and 2003, we sold approximately $1,735,000 and $2,400,000 in inventory to Tarrant Apparel Group and Azteca Production International pursuant to these buyback arrangements. If the financial condition of Tarrant Apparel Group and Azteca Production International were to deteriorate, resulting in an impairment of their ability to purchase inventories or pay receivables, it may have an adverse affect on our results of operations. Of the $5.1 million of buyback inventories with Tarrant Apparel Group and Azteca Production International at September 30, 2004, approximately $3.9 million represent generic goods that can be sold to other customers. We are in the process of selling these goods to other customers. As of September 30, 2004 and 2003, we had outstanding related-party debt of approximately $850,000, at interest rates ranging from 7% to 11%, and additional non-related-party debt of $25,200 at an interest rate of 10%. The majority of related-party debt is due on demand, with the remainder due and payable on the fifteenth day following the date of delivery of written demand for payment. 21 NEW ACCOUNTING PRONOUNCEMENT In March 2004, the Financial Accounting Standards Board ("FASB") published an Exposure Draft, "Share-Based Payment, an Amendment of FASB Statements No. 123 and 95." The proposed change in accounting would replace existing requirements under SFAS No. 123 and APB Opinion No. 25. The proposed statement would require public companies to recognize the cost of employee services received in exchange for equity instruments, based on the grant-date fair value of those instruments, with limited exceptions. The proposed statement would also affect the pattern in which compensation costs would be recognized, the accounting for employee share purchase plans, and the accounting for income tax effects of share-based payment transactions. The Exposure Draft also notes that the use of a lattice model, such as the binomial model, to determine the fair value of employee stock options, is preferable. We currently use the Black-Scholes pricing model to determine the fair value of its employee stock options. Use of a lattice model to determine the fair value of employee stock options may result in compensation costs materially different from those pro forma costs disclosed in Note 3 to the consolidated financial information. We are currently determining what impact the proposed statement would have on its results of operations or financial position. 22 CAUTIONARY STATEMENTS AND RISK FACTORS Several of the matters discussed in this document contain forward-looking statements that involve risks and uncertainties. Factors associated with the forward-looking statements that could cause actual results to differ from those projected or forecast are included in the statements below. In addition to other information contained in this report, readers should carefully consider the following cautionary statements and risk factors. IF WE LOSE OUR LARGER CUSTOMERS OR THEY FAIL TO PURCHASE AT ANTICIPATED LEVELS, OUR SALES AND OPERATING RESULTS WILL BE ADVERSELY AFFECTED. Our results of operations will depend to a significant extent upon the commercial success of our larger customers. If these customers fail to purchase our trim products at anticipated levels, or our relationship with these customers terminates, it may have an adverse affect on our results because: o We will lose a primary source of revenue if these customers choose not to purchase our products or services; o We may not be able to reduce fixed costs incurred in developing the relationship with these customers in a timely manner; o We may not be able to recoup setup and inventory costs; o We may be left holding inventory that cannot be sold to other customers; and o We may not be able to collect our receivables from them. CONCENTRATION OF RECEIVABLES FROM OUR LARGER CUSTOMERS MAKES RECEIVABLE BASED FINANCING DIFFICULT AND INCREASES THE RISK THAT IF OUR LARGER CUSTOMERS FAIL TO PAY US, OUR CASH FLOW WOULD BE SEVERELY AFFECTED. Our business relies heavily on a relatively small number of customers. This concentration of our business reduces the amount we can borrow from our lenders under receivables based financing agreements. Under our credit agreement with UPS Capital, for instance, if accounts receivable due us from a particular customer exceed a specified percentage of the total eligible accounts receivable against which we can borrower, UPS Capital will not lend against the receivables that exceed the specified percentage. If we are unable to collect any large receivables due us, our cash flow would be severely impacted. OUR GROWTH AND OPERATING RESULTS COULD BE MATERIALLY, ADVERSELY EFFECTED IF WE ARE UNSUCCESSFUL IN RESOLVING A DISPUTE THAT NOW EXISTS REGARDING OUR RIGHTS UNDER OUR EXCLUSIVE LICENSE AND INTELLECTUAL PROPERTY AGREEMENT ("AGREEMENT") WITH PRO-FIT HOLDINGS. Pursuant to our Agreement with Pro-Fit Holdings Limited, we have exclusive rights in certain geographic areas to Pro-Fit's stretch and rigid waistband technology. By letter dated April 6, 2004, Pro-Fit alleged various breaches of the Agreement which we dispute. To prevent Pro-Fit in the future from terminating the Agreement based on alleged breaches that we do not regard as meritorious, we filed a lawsuit against Pro-Fit in the U.S. District Court for the Central District of California, based on various contractual and tort claims seeking declaratory relief, injunctive relief and damages. Pro-Fit filed an answer denying the material allegations of the complaint and filed a counterclaim alleging various contractual and tort claims seeking injunctive relief and damages. We filed a reply denying the material allegations of Pro-Fit's pleading. Discovery in this case has not yet commenced and no date has been set for trial of this matter. There have been ongoing negotiations with Pro-Fit to attempt to resolve these disputes. We intend to proceed with the lawsuit if these negotiations are not concluded in a manner satisfactory to us. We derive a significant amount of revenues from the sale of products incorporating the stretch waistband technology. Our business, results of operations and financial condition could be materially adversely affected if we are unable to conclude our present negotiations in a manner acceptable to us and ensuing litigation is not resolved in a manner favorable to us. 23 IF CUSTOMERS DEFAULT ON BUYBACK AGREEMENTS WITH US, WE WILL BE LEFT HOLDING UNSALABLE INVENTORY. Inventories include goods that are subject to buyback agreements with our customers. Under these buyback agreements, the customer must purchase the inventories from us under normal invoice and selling terms, if any inventory which we purchase on their behalf remains in our hands longer than agreed by the customer from the time we received the goods from our vendors. If any customer defaults on these buyback provisions or insists on markdowns, we may incur a charge in connection with our holding significant amounts of unsalable inventory and this would have a negative impact on the income of the company. OUR REVENUES MAY BE HARMED IF GENERAL ECONOMIC CONDITIONS WORSEN. Our revenues depend on the health of the economy and the growth of our customers and potential future customers. When economic conditions weaken, certain apparel manufacturers and retailers, including some of our customers, have experienced in the past, and may experience in the future, financial difficulties which increase the risk of extending credit to such customers. Customers adversely affected by economic conditions have also attempted to improve their own operating efficiencies by concentrating their purchasing power among a narrowing group of vendors. There can be no assurance that we will remain a preferred vendor to our existing customers. A decrease in business from or loss of a major customer could have a material adverse effect on our results of operations. Further, if the economic conditions in the United States worsen or if a wider or global economic slowdown occurs, we may experience a material adverse impact on our business, operating results, and financial condition. BECAUSE WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS, WE MAY NOT BE ABLE TO ALWAYS OBTAIN MATERIALS WHEN WE NEED THEM AND WE MAY LOSE SALES AND CUSTOMERS. Lead times for materials we order can vary significantly and depend on many factors, including the specific supplier, the contract terms and the demand for particular materials at a given time. From time to time, we may experience fluctuations in the prices, and disruptions in the supply, of materials. Shortages or disruptions in the supply of materials, or our inability to procure materials from alternate sources at acceptable prices in a timely manner, could lead us to miss deadlines for orders and lose sales and customers. IF WE ARE NOT ABLE TO MANAGE OUR RAPID EXPANSION AND GROWTH, WE COULD INCUR UNFORESEEN COSTS OR DELAYS AND OUR REPUTATION AND RELIABILITY IN THE MARKETPLACE AND OUR REVENUES WILL BE ADVERSELY AFFECTED. The growth of our operations and activities has placed and will continue to place a significant strain on our management, operational, financial and accounting resources. If we cannot implement and improve our financial and management information and reporting systems, we may not be able to implement our growth strategies successfully and our revenues will be adversely affected. In addition, if we cannot hire, train, motivate and manage new employees, including management and operating personnel in sufficient numbers, and integrate them into our overall operations and culture, our ability to manage future growth, increase production levels and effectively market and distribute our products may be significantly impaired. 24 WE OPERATE IN AN INDUSTRY THAT IS SUBJECT TO SIGNIFICANT FLUCTUATIONS IN OPERATING RESULTS THAT MAY RESULT IN UNEXPECTED REDUCTIONS IN REVENUE AND STOCK PRICE VOLATILITY. We operate in an industry that is subject to significant fluctuations in operating results from quarter to quarter, which may lead to unexpected reductions in revenues and stock price volatility. Factors that may influence our quarterly operating results include: o The volume and timing of customer orders received during the quarter; o The timing and magnitude of customers' marketing campaigns; o The loss or addition of a major customer; o The availability and pricing of materials for our products; o The increased expenses incurred in connection with the introduction of new products; o Currency fluctuations; o Delays caused by third parties; and o Changes in our product mix or in the relative contribution to sales of our subsidiaries. Due to these factors, it is possible that in some quarters our operating results may be below our stockholders' expectations and those of public market analysts. If this occurs, the price of our common stock would likely be adversely affected. OUR CUSTOMERS HAVE CYCLICAL BUYING PATTERNS WHICH MAY CAUSE US TO HAVE PERIODS OF LOW SALES VOLUME. Most of our customers are in the apparel industry. The apparel industry historically has been subject to substantial cyclical variations. Our business has experienced, and we expect our business to continue to experience, significant cyclical fluctuations due, in part, to customer buying patterns, which may result in periods of low sales usually in the first and fourth quarters of our financial year. OUR BUSINESS MODEL IS DEPENDENT ON INTEGRATION OF INFORMATION SYSTEMS ON A GLOBAL BASIS AND, TO THE EXTENT THAT WE FAIL TO MAINTAIN AND SUPPORT OUR INFORMATION SYSTEMS, IT CAN RESULT IN LOST REVENUES. We must consolidate and centralize the management of our subsidiaries and significantly expand and improve our financial and operating controls. Additionally, we must effectively integrate the information systems of our Hong Kong, Mexico and Caribbean facilities with the information systems of our principal offices in California. Our failure to do so could result in lost revenues, delay financial reporting or adversely affect availability of funds under our credit facilities. THE LOSS OF KEY MANAGEMENT AND SALES PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS, INCLUDING OUR ABILITY TO OBTAIN AND SECURE ACCOUNTS AND GENERATE SALES. Our success has and will continue to depend to a significant extent upon key management and sales personnel, many of whom would be difficult to replace, particularly Colin Dyne, our Chief Executive Officer. Colin Dyne is not bound by an employment agreement. The loss of the services of Colin Dyne or the services of other key employees could have a material adverse effect on our business, including our ability to establish and maintain client relationships. Our future success will depend in large part upon our ability to attract and retain personnel with a variety of sales, operating and managerial skills. 25 IF WE EXPERIENCE DISRUPTIONS AT ANY OF OUR FOREIGN FACILITIES, WE WILL NOT BE ABLE TO MEET OUR OBLIGATIONS AND MAY LOSE SALES AND CUSTOMERS. Currently, we do not operate duplicate facilities in different geographic areas. Therefore, in the event of a regional disruption where we maintain one or more of our facilities, it is unlikely that we could shift our operations to a different geographic region and we may have to cease or curtail our operations. This may cause us to lose sales and customers. The types of disruptions that may occur include: o Foreign trade disruptions; o Import restrictions; o Labor disruptions; o Embargoes; o Government intervention; and o Natural disasters. INTERNET-BASED SYSTEMS THAT HOST OUR MANAGED TRIM SOLUTION MAY EXPERIENCE DISRUPTIONS AND AS A RESULT WE MAY LOSE REVENUES AND CUSTOMERS. Our MANAGED TRIM SOLUTION is an Internet-based business-to-business e-commerce system. To the extent that we fail to adequately continue to update and maintain the hardware and software implementing the MANAGED TRIM SOLUTION, our customers may experience interruptions in service due to defects in our hardware or our source code. In addition, since our MANAGED TRIM SOLUTION is Internet-based, interruptions in Internet service generally can negatively impact our customers' ability to use the MANAGED TRIM SOLUTION to monitor and manage various aspects of their trim needs. Such defects or interruptions could result in lost revenues and lost customers. THERE ARE MANY COMPANIES THAT OFFER SOME OR ALL OF THE PRODUCTS AND SERVICES WE SELL AND IF WE ARE UNABLE TO SUCCESSFULLY COMPETE OUR BUSINESS WILL BE ADVERSELY AFFECTED. We compete in highly competitive and fragmented industries with numerous local and regional companies that provide some or all of the products and services we offer. We compete with national and international design companies, distributors and manufacturers of tags, packaging products, zippers and other trim items. Some of our competitors, including Paxar Corporation, YKK, Universal Button, Inc., Avery Dennison Corporation and Scovill Fasteners, Inc., have greater name recognition, longer operating histories and, in many cases, substantially greater financial and other resources than we do. UNAUTHORIZED USE OF OUR PROPRIETARY TECHNOLOGY MAY INCREASE OUR LITIGATION COSTS AND ADVERSELY AFFECT OUR SALES. We rely on trademark, trade secret and copyright laws to protect our designs and other proprietary property worldwide. We cannot be certain that these laws will be sufficient to protect our property. In particular, the laws of some countries in which our products are distributed or may be distributed in the future may not protect our products and intellectual rights to the same extent as the laws of the United States. If litigation is necessary in the future to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others, such litigation could result in substantial costs and diversion of resources. This could have a material adverse effect on our operating results and financial condition. Ultimately, we may be unable, for financial or other reasons, to enforce our rights under intellectual property laws, which could result in lost sales. IF OUR PRODUCTS INFRINGE ANY OTHER PERSON'S PROPRIETARY RIGHTS, WE MAY BE SUED AND HAVE TO PAY LARGE LEGAL EXPENSES AND JUDGMENTS AND REDESIGN OR DISCONTINUE SELLING OUR PRODUCTS. From time to time in our industry, third parties allege infringement of their proprietary rights. Any infringement claims, whether or not meritorious, could result in costly litigation or require us to enter into royalty or licensing agreements as a means of settlement. If we are found to have infringed the proprietary rights of others, we could be required to pay damages, cease sales of the infringing products and redesign the products or discontinue their sale. Any of these outcomes, individually or collectively, could have a material adverse effect on our operating results and financial condition. 26 OUR STOCK PRICE MAY DECREASE, WHICH COULD ADVERSELY AFFECT OUR BUSINESS AND CAUSE OUR STOCKHOLDERS TO SUFFER SIGNIFICANT LOSSES. The following factors could cause the market price of our common stock to decrease, perhaps substantially: o The failure of our quarterly operating results to meet expectations of investors or securities analysts; o Adverse developments in the financial markets, the apparel industry and the worldwide or regional economies; o Interest rates; o Changes in accounting principles; o Sales of common stock by existing shareholders or holders of options; o Announcements of key developments by our competitors; and o The reaction of markets and securities analysts to announcements and developments involving our company. IF WE NEED TO SELL OR ISSUE ADDITIONAL SHARES OF COMMON STOCK OR ASSUME ADDITIONAL DEBT TO FINANCE FUTURE GROWTH, OUR STOCKHOLDERS' OWNERSHIP COULD BE DILUTED OR OUR EARNINGS COULD BE ADVERSELY IMPACTED. Our business strategy may include expansion through internal growth, by acquiring complementary businesses or by establishing strategic relationships with targeted customers and suppliers. In order to do so or to fund our other activities, we may issue additional equity securities that could dilute our stockholders' stock ownership. We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets if we acquire another company and this could negatively impact our results of operations. WE MAY NOT BE ABLE TO REALIZE THE ANTICIPATED BENEFITS OF ACQUISITIONS. We may consider strategic acquisitions as opportunities arise, subject to the obtaining of any necessary financing. Acquisitions involve numerous risks, including diversion of our management's attention away from our operating activities. We cannot assure our stockholders that we will not encounter unanticipated problems or liabilities relating to the integration of an acquired company's operations, nor can we assure our stockholders that we will realize the anticipated benefits of any future acquisitions. WE HAVE ADOPTED A NUMBER OF ANTI-TAKEOVER MEASURES THAT MAY DEPRESS THE PRICE OF OUR COMMON STOCK. Our stockholders' rights plan, our ability to issue additional shares of preferred stock and some provisions of our certificate of incorporation and bylaws and of Delaware law could make it more difficult for a third party to make an unsolicited takeover attempt of us. These anti-takeover measures may depress the price of our common stock by making it more difficult for third parties to acquire us by offering to purchase shares of our stock at a premium to its market price. INSIDERS OWN A SIGNIFICANT PORTION OF OUR COMMON STOCK, WHICH COULD LIMIT OUR STOCKHOLDERS' ABILITY TO INFLUENCE THE OUTCOME OF KEY TRANSACTIONS. As of October 29, 2004, our officers and directors and their affiliates beneficially owned approximately 15.0% of the outstanding shares of our common stock. The Dyne family, which includes Mark Dyne, Colin Dyne, Larry Dyne, Jonathan Burstein and the estate of Harold Dyne, beneficially owned approximately 17.8% of the outstanding shares of our common stock at October 29, 2004. Gerard Guez and Todd Kay, significant stockholders of Tarrant Apparel Group, each own approximately 5.5% of the outstanding shares of our common stock at October 29, 2004. As a result, our officers and directors, the Dyne family, Gerard Guez and Todd Kay are able to exert considerable influence over the outcome of any matters submitted to a vote of the holders of our common stock, including the election of our Board of Directors. The voting power of these stockholders could also discourage others from seeking to acquire control of us through the purchase of our common stock, which might depress the price of our common stock. 27 WE MAY FACE INTERRUPTION OF PRODUCTION AND SERVICES DUE TO INCREASED SECURITY MEASURES IN RESPONSE TO TERRORISM. Our business depends on the free flow of products and services through the channels of commerce. Recently, in response to terrorists' activities and threats aimed at the United States, transportation, mail, financial and other services have been slowed or stopped altogether. Further delays or stoppages in transportation, mail, financial or other services could have a material adverse effect on our business, results of operations and financial condition. Furthermore, we may experience an increase in operating costs, such as costs for transportation, insurance and security as a result of the activities and potential activities. We may also experience delays in receiving payments from payers that have been affected by the terrorist activities and potential activities. The United States economy in general is being adversely affected by the terrorist activities and potential activities and any economic downturn could adversely impact our results of operations, impair our ability to raise capital or otherwise adversely affect our ability to grow our business. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. All of our sales are denominated in United States dollars or the currency of the country in which our products originate. We are exposed to market risk for fluctuations in the foreign currency exchange rates for certain product purchases that are denominated in British Pounds. At September 30, 2004, we purchased forward exchange contracts for British Pounds to hedge the payments of product purchases through December 2004. These contracts have an aggregate notional amount of $814,000. The market value of these contracts approximated their carrying value at September 30, 2004. The Company intends to purchase additional contracts to hedge the British Pound exposure for future product purchases. Currency fluctuations can increase the price of our products to foreign customers which can adversely impact the level of our export sales from time to time. The majority of our cash equivalents are held in United States bank accounts and we do not believe we have significant market risk exposure with regard to our investments. We are also exposed to the impact of interest rate changes on our outstanding borrowings. At September 30 2004, we had approximately $7.1 million of indebtedness subject to interest rate fluctuations. These fluctuations may increase our interest expense and decrease our cash flows from time to time. For example, based on average bank borrowings of $10 million during a three-month period, if the interest rate indices on which our bank borrowing rates are based were to increase 100 basis points in the three-month period, interest incurred would increase and cash flows would decrease by $25,000. 28 ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF CONTROLS AND PROCEDURES We maintain disclosure controls and procedures, which we have designed to ensure that material information related to Tag-it Pacific, Inc., including our consolidated subsidiaries, is disclosed in our public filings on a regular basis. In response to recent legislation and proposed regulations, we reviewed our internal control structure and our disclosure controls and procedures. We believe our pre-existing disclosure controls and procedures are adequate to enable us to comply with our disclosure obligations. Members of the Company's management, including the Company's Chief Executive Officer, Colin Dyne, and Chief Financial Officer, Ronda Ferguson, have evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of September 30, 2004, the end of the period covered by this report. Based upon that evaluation, Mr. Dyne and Ms. Ferguson concluded that the Company's disclosure controls and procedures are effective in causing material information to be recorded, processed, summarized and reported by management of the Company on a timely basis and to ensure that the quality and timeliness of the Company's public disclosures complies with its SEC disclosure obligations. Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity's disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There were no significant changes in the Company's internal controls over financial reporting or in other factors that could significantly affect these internal controls over financial reporting after the date of our most recent evaluation. 29 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. We currently have pending claims, suits and complaints that arise in the ordinary course of our business. We believe that we have meritorious defenses to these claims and the claims are covered by insurance or, after taking into account the insurance in place, would not have a material effect on our consolidated financial condition if adversely determined against us. ITEM 6. EXHIBITS 31.1 Certificate of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as amended. 31.2 Certificate of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as amended. 32.1 Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities and Exchange Act of 1934, as amended. 30 SIGNATURES Pursuant to the requirements 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. Dated: November 15, 2004 TAG-IT PACIFIC, INC. /S/ RONDA FERGUSON --------------------------------------- By: Ronda Ferguson Its: Chief Financial Officer 31