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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter ended June 30, 1997 (Commission File Number): 1-4814
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ARIS INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
NEW YORK 22-1715274
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
475 FIFTH AVENUE, NEW YORK, NEW YORK 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 686-5050
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15 of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Number of shares of Common Stock outstanding 11,852,544
At June 30, 1997
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<PAGE>
ARIS INDUSTRIES, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
a. Consolidated Balance Sheets as of June
30, 1997, December 31, 1996 and August 3,
1996 3
b. Consolidated Statements of Operations for
the Six Months Ended June 30, 1997 and
Twenty Six Weeks Ended August 3, 1996. 4
c. Consolidated Statements of Operations for
the Three Months Ended June 30, 1997 and
Thirteen Weeks Ended August 3, 1996. 5
d. Consolidated Statements of Cash Flows for
the Six Months Ended June 30, 1997 and
Twenty Six Weeks Ended August 3, 1996 6
e. Condensed Notes to Consolidated Financial
Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 23
Item 2. Changes in Securities 23
Item 3. Defaults upon Senior Securities 23
Item 4. Submission of Matters to a Vote of
Security Holders 23
Item 5. Other Information 23
Item 6. Exhibits and Reports on Form 8-K 24
SIGNATURES 25
<PAGE>
ARIS INDUSTRIES, INC.
AND SUBSIDIARIES
<TABLE>
CONSOLIDATED BALANCE SHEETS
- -----------------------------
<CAPTION>
June 30, December 31, August 3,
1997 1996 1996
ASSETS (Unaudited) (Audited) (Unaudited)
----------- ------------ -----------
CURRENT ASSETS:
<S> <C> <C> <C>
Cash and cash equivalents $ 761,000 $ 6,278,000 $ 810,000
Receivables 4,757,000 7,324,000 11,496,000
Inventories 11,932,000 9,234,000 39,392,000
Prepaid expenses and other current assets 1,694,000 1,976,000 1,774,000
----------- ----------- -----------
Total current assets 19,144,000 24,812,000 53,472,000
PROPERTY, PLANT AND EQUIPMENT, NET 1,114,000 1,233,000 13,381,000
OTHER ASSETS 1,188,000 1,188,000 909,000
GOODWILL 17,287,000 17,622,000 23,330,000
----------- ----------- -----------
$38,733,000 $44,855,000 $91,092,000
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade acceptances payable $ 1,730,000 $ 5,602,000 $ 2,106,000
Accounts payable - trade 941,000 922,000 8,258,000
Accrued expenses and other current liabilities 3,591,000 4,497,000 3,557,000
Current portion of long term debt 756,000 749,000 666,000
Line of credit payable 2,000,000 -- 12,617,000
----------- ----------- -----------
Total current liabilities 9,018,000 11,770,000 27,204,000
OTHER LIABILITIES 1,500,000 1,628,000 1,506,000
LONG TERM DEBT, LESS CURRENT PORTION 16,809,000 16,702,000 67,342,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, par value $.01: 50,000,000 shares authorized;
issued and outstanding 11,852,544 at June 30, 1997 and
December 31, 1996, 11,925,416 at August 3, 1996 119,000 119,000 119,000
Additional paid-in capital 44,057,000 44,057,000 44,061,000
Accumulated deficit (32,770,000) (29,421,000) (48,002,000)
Cumulative foreign currency translation adjustment -- -- (1,138,000)
----------- ----------- -----------
Total stockholders' equity 11,406,000 14,755,000 (4,960,000)
----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $38,733,000 $44,855,000 $91,092,000
=========== =========== ===========
</TABLE>
See condensed notes to consolidated financial statements
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ARIS INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
- -------------------------------------------------
Six Twenty-Six
Months Ended Weeks Ended
June 30, 1997 August 3, 1996
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NET REVENUES $19,683,000 $69,133,000
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OPERATING COSTS:
Cost of sales 13,258,000 56,527,000
Selling and administrative 8,984,000 13,911,000
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TOTAL OPERATING COSTS 22,242,000 70,438,000
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LOSS BEFORE INTEREST AND DEBT EXPENSE,
AND INCOME TAXES (2,559,000) (1,305,000)
INTEREST AND DEBT EXPENSE, NET 976,000 4,455,000
----------- -----------
LOSS BEFORE INCOME TAXES (3,535,000) (5,760,000)
INCOME TAXES (186,000) (145,000)
----------- -----------
NET LOSS ($3,349,000) ($5,615,000)
=========== ===========
PER SHARE DATA:
Net Income/(Loss) ($0.28) ($0.47)
Weighted average number of common
and common equivalent shares 11,852,544 11,925,416
See condensed notes to consolidated financial statements
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ARIS INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
- -------------------------------------------------
Three Thirteen
Months Ended Weeks Ended
June 30, 1997 August 3, 1996
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NET REVENUES $5,236,000 $33,908,000
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OPERATING COSTS:
Cost of sales 3,478,000 27,981,000
Selling and administrative 3,920,000 6,887,000
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TOTAL OPERATING COSTS 7,398,000 34,868,000
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LOSS BEFORE INTEREST AND DEBT EXPENSE,
AND INCOME TAXES (2,162,000) (960,000)
INTEREST AND DEBT EXPENSE, NET 519,000 2,261,000
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LOSS BEFORE INCOME TAXES (2,681,000) (3,221,000)
INCOME TAXES (194,000) (55,000)
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NET LOSS ($2,487,000) ($3,166,000)
=========== ===========
PER SHARE DATA:
Net Income/(Loss) ($0.21) ($0.27)
Weighted average number of common
and common equivalent shares 11,852,544 11,925,416
See condensed notes to consolidated financial statements
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<PAGE>
ARIS INDUSTRIES, INC.
AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- -------------------------------------------------
<CAPTION>
Six Twenty-Six
Months Ended Weeks Ended
June 30, August 3,
1997 1996
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($3,349,000) ($5,615,000)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization 648,000 1,591,000
Capitalized Interest 135,000 1,002,000
Change in assets and liabilities:
Decrease in receivables 2,567,000 5,474,000
Increase in inventories (2,698,000) (4,120,000)
Decrease/(increase) in prepaid expenses and other current assets 282,000 (463,000)
Increase in other assets -- (75,000)
(Decrease)/increase in trade acceptances payable (3,872,000) 99,000
Increase/(decrease) in accounts payable - trade 19,000 (343,000)
Decrease in accrued expenses and other current liabilities (906,000) (3,863,000)
Decrease in other liabilities (115,000) (7,000)
----------- -----------
Total Adjustments (3,940,000) (705,000)
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Net cash used in operating activities (7,289,000) (6,320,000)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (156,000) (1,049,000)
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Net cash used in investing activities (156,000) (1,049,000)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments of long-term debt (72,000) (845,000)
Net proceeds/(repayments) on bank line of credit 2,000,000 6,615,000
----------- -----------
Net cash provided by financing activities 1,928,000 5,770,000
EFFECT OF EXCHANGE RATE CHANGES ON CASH -- 91,000
NET DECREASE IN CASH AND CASH EQUIVALENTS (5,517,000) (1,508,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 6,278,000 2,318,000
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 761,000 $ 810,000
=========== ===========
CASH PAID DURING THE YEAR FOR:
Interest $ 89,000 $2,513,000
Income Taxes 48,000 102,000
</TABLE>
See condensed notes to consolidated financial statements
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<PAGE>
ARIS INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheets as of June 30, 1997 and August 3, 1996, the
consolidated statements of operations for the six months ended June 30, 1997 and
twenty-six weeks ended August 3, 1996, the consolidated statements of operations
for the three months ended June 30, 1997 and thirteen weeks ended August 3,
1996, the consolidated statements of cash flows for the six months ended June
30, 1997 and twenty-six weeks ended August 3, 1996 were all prepared by the
Company without audit. In management's opinion, adjustments consisting of only
normal recurring adjustments necessary to present fairly the financial position,
results of operations and changes in cash flows for these periods have been
made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted or abridged in this submission. It is suggested, therefore,
that these consolidated statements be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996. The operating results for the
six months ended June 30, 1997 are not necessarily indicative of the operating
results for the year ending December 31, 1997. Certain reclassifications have
been made to the prior quarter financial statements to conform with the
presentation in the current quarter.
Effective September 30, 1996, the Company sold 100% of the stock of an operating
subsidiary, Perry Manufacturing Company ("Perry"); the operating results for the
twenty-six week and thirteen-week periods ended August 3, 1996 include Perry's
operating results.
Effective July 15, 1997, ECI Sportswear, Inc. ("ECI Sportswear"), an indirect
wholly owned subsidiary of the Company, acquired substantially all of the assets
of Davco Industries, Inc. ("Davco"), a maker of men's and boy's sportswear,
activewear, swimwear and loungewear under the "Perry Ellis", "Perry Ellis
America", and "Jeffrey Banks" labels.
2. DEBT SERVICE
The Company's long-term indebtedness consists of the debt obligations of the
Company to Heller Financial, Inc. ("Heller"), BNY Financial Corporation ("BNY")
and AIF-II, L.P., a Delaware limited partnership and an affiliate of Apollo
Advisors, L.P. ("AIF II").
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<PAGE>
o Effective September 30, 1996, the Company sold 100% of the stock of
Perry for a total consideration of $54,719,000, consisting of
$40,857,000 paid by the purchaser, $10,862,000 in forgiveness of
indebtedness, and the assumption of approximately $3,000,000 of Perry
debt by the purchaser (the "Perry Sale"). The proceeds of this sale
(including forgiveness of indebtedness), were applied to reduce the
Company's debt obligations to Heller from approximately $53,000,000 of
principal and accrued interest to only $1,665,000, which includes
principal of $1,000,000 and accrued interest of $665,000. The Company
retained ownership of Europe Craft Imports, Inc.("ECI"), its only
other operating subsidiary on September 30, 1996.
Effective September 30, 1996, the Company entered into an amendment
and restatement of its Senior Secured Note Agreement with
Heller ("Amended Heller Agreement"), pursuant to which Heller received
a note in the principal amount of $1,000,000 ("New Heller Note"), with
a maturity date of November 2, 2001, with interest at 10% per annum,
and a warrant to purchase 584,345 shares of the Company's common stock
at an exercise price of $.01 per share. Such transaction has been
accounted for as a modification of terms to the original Heller debt.
Accordingly, the Company recorded the New Heller Note at the total
future cash payments to be made in accordance with the New Heller Note
which is principal of $1,000,000 and accrued interest of $665,000.
Pursuant to the Amended Heller Agreement, Heller forgave all other
indebtedness of the Company to Heller remaining after application of
the proceeds of the Perry Sale, and eliminated all financial
covenants. Heller retained a pledge of the stock (but not the assets)
of ECI. The New Heller Note provides that no principal or interest be
paid on the Company's indebtedness to AIF-II until all principal and
interest on the New Heller Note is paid in full. In addition, the New
Heller Note allows the Company to make regularly scheduled interest
payments on its indebtedness to BNY (the "BNY Note") for interest
accruing after February 3, 1997 and principal payments thereon.
However, if the Company makes an interest payment on the BNY Note, it
shall immediately make an interest payment to Heller in an amount
equal to the amount of interest which shall have accrued on the New
Heller Note in accordance with its terms during the same period of
time for which interest is being paid pursuant to the interest payment
on the BNY Note, and, if the Company makes a principal payment on the
BNY Note, it shall immediately on the same day prepay the New Heller
Note in an amount equal to the lesser of the principal payment on the
BNY Note or the then outstanding amount of the remaining obligation on
the New Heller Note.
o On June 30, 1993, the Company entered into a Series A Junior Secured
Note Agreement with BNY, pursuant to which
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<PAGE>
BNY received a nine-year, $7 million note, bearing interest at a rate
of 7% per annum. BNY shares with AIF II a second lien on the stock of
ECI. With the consent of BNY, the quarterly interest payments under
such note due for the period May 6, 1996 through February 3, 1997
inclusive were not made in cash and instead were added to the
principal of such note and the quarterly interest payments under such
note due for the period May 5, 1997 through August 4, 1997 were
deferred until August 18, 1997. BNY's note is required to be paid in
six annual installments, payable on November 3 of each year commencing
in 1997 as follows:
YEAR AMOUNT
---- ------
1997 $ 300,000
1998 300,000
1999 500,000
2000 600,000
2001 1,100,000
2002 4,200,000
In addition, on November 3, 2002, the Company is obligated to pay BNY
$503,000, representing the quarterly interest payments due on and for
the period May 6, 1996 through February 3, 1997, which were not paid
in cash and instead added to the principal of the Note to BNY;
provided however, that such deferred payments originally due on and
for the period May 6, 1996 through February 3, 1997 will become due
and payable on the next quarterly payment date after all principal,
interest and other obligations under the New Heller Note and the
Amended Heller Agreement have been indefeasibly paid in full.
o On June 30, 1993 the Company entered into a Series B Junior Secured
Note Agreement with AIF II, pursuant to which AIF II received a $7.5
million note bearing interest at 13% per annum. AIF II shares with BNY
a second lien on the stock of ECI. With the consent of AIF II, the
quarterly interest payments under such note due for the period
February 5, 1996 through February 3, 1997 inclusive were not made in
cash and instead were added to the principal of such note and the
quarterly interest payments under such note due for the period May 5,
1997 through August 4, 1997 were deferred until August 18, 1997. AIF
II's note is required to be paid in two equal installments payable on
November 3 in each of 2001 and 2002.
In addition, on November 3, 2002, the Company is obligated to pay
AIF-II $1,301,000, representing the quarterly interest payments due
for the period February 5, 1996 through February 3, 1997, which were
not paid in cash and instead added to the principal of the Note to
AIF-II; provided however, that such deferred payments originally due
on and for the period May 6, 1996 through
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<PAGE>
February 3, 1997 will become due and payable on the next quarterly
payment date after all principal, interest and other obligations under
the New Heller Note and the Amended Heller Agreement have been
indefeasibly paid in full.
Once the Heller obligations are paid in full, AIF II and BNY will
share in mandatory prepayments based upon 50% of certain "excess cash
flows".
3. GOODWILL
Goodwill represents the unamortized excess of the cost of acquiring a business
over the fair values of the net assets received at the date of acquisition.
Amortization expense is computed by use of the straight-line method over an
estimated life of 40 years. The Company continuously evaluates goodwill for any
potential impairment. The Company assesses the recoverability of goodwill by
determining whether the amortization of the goodwill balance over its remaining
life can be recovered through projected undiscounted future results.
4. INVENTORIES
JUNE 30, DECEMBER 31 AUGUST 3
1997 1996 1996
---- ---- ----
(In Thousands)
Finished goods $11,932 $9,234 $22,508
Work-in process -0- -0- 9,480
Raw materials -0- -0- 7,404
------- ------ -------
$11,932 $9,234 $39,392
======= ====== =======
5. INCOME TAXES
Due to significant net operating loss carryforwards, the Company does not
anticipate paying any federal income taxes for the year ending December 31,
1997, except for the alternative minimum income tax which was part of the 1986
Tax Reform Act.
A valuation allowance is recognized for those deferred tax assets that may not
be realized. At this time, the Company has determined that such a valuation
allowance be equal to the gross federal deferred tax asset, except for the
alternative minimum tax credit carryforwards and a portion of the state net
operating loss carryforwards at ECI. The alternative
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<PAGE>
minimum tax credit carryforwards do not expire, and in the Company's opinion, it
is more likely than not that this credit carryforward will be realized.
6. PER SHARE DATA
Income (loss) per share was computed based upon the weighted average number of
common shares outstanding during the applicable period. Stock options are
excluded from per share calculations because they are anti dilutive.
7. CONTINGENCIES
The Company and/or its subsidiaries, in the ordinary course of their business,
from time to time may be the subject of, or a party to, various legal actions
involving private interests. While the Company cannot guaranty the outcome of
any litigation, the Company and/or its subsidiaries believe that any ultimate
liability arising from any such actions which may be pending will not have a
material adverse effect on its consolidated financial position, results of
operations or cash flows at June 30, 1997.
8. NEW ACCOUNTING PRONOUNCEMENTS
In February 1997, the FASB issued Statement No. 128, "Earnings per Share," which
simplifies the standards for computing earnings per share (EPS) standards.
Statement No. 128 replaces the standards for computing and presenting EPS found
in Accounting Principles Board Opinion No. 15, "Earnings per Share" (APB 15).
Statement No. 128 requires dual presentation of Basic (which replaces APB 15's
Primary EPS) and Diluted EPS on the face of the income statement for all
entities with complex capital structures. Statement No. 128 will be effective
for financial statements for the year ended December 31, 1997. The Company does
not expect that the adoption of this statement will have a material effect on
its calculation of EPS.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income", ("SFAS
130") and No. 131 "Disclosures about Segments of an Enterprise and Related
Information" ("SFAS 131"). SFAS 130 establishes standards for reporting the
display of comprehensive income and its components in a full set of
general-purpose financial statements. This Statement requires that an enterprise
(a) classify items of other comprehensive income by their nature in a financial
statement and (b) display the accumulated balance of other comprehensive income
separately from retained earnings and additional paid-in capital in the equity
section of a statement of financial position.
SFAS 131 establishes standards for the way that public business enterprises
report information about operating
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<PAGE>
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas, and major customers.
SFAS 130 and SFAS 131 are effective for fiscal periods beginning after December
15, 1997. The Company does not expect the adoption of these standards will have
a material effect on its financial statements.
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<PAGE>
ARIS INDUSTRIES, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Introduction
- ------------
The following analysis of the financial condition and results of operations of
Aris Industries, Inc. (the "Company") should be read in conjunction with the
consolidated financial statements, including the notes thereto, included on
pages 3 through 11 of this report.
FORWARD LOOKING STATEMENTS
Statements included in Management's Discussion and Analysis of Financial
Condition and Results of Operations which are not historical in nature, are
intended to be, and are hereby identified as, "forward looking statements" for
purposes of the safe harbor provided by Section 21E of the Securities Exchange
Act of 1934, as amended by Public Law 104-67. The Company cautions readers that
forward looking statements, including without limitation, those relating to the
Company's future business prospects, revenues, working capital, liquidity,
capital needs, interest costs, and income, are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
indicated in the forward looking statements, due to several important factors
herein identified, among others, and other risks and factors identified from
time to time in the Company's reports filed with the SEC:
o The apparel industry in general is volatile and unpredictable due to
cyclical and seasonal swings caused in part by consumer buying
patterns.
o During the past several fiscal years an adverse environment has
predominated in the apparel industry. Although improvement in the
apparel environment was experienced commencing in the latter half of
1996, adverse trends may return at any time, may severely impact the
Company and increase the risk of reduced orders, loss of particular
customers or particular selling programs of customers, shorter
production lead times, reduced margins, increased inventory levels and
earlier and more extensive borrowing against working capital lines.
o Until July 15, 1997, the Company had only one operating subsidiary,
Europe Craft Imports, Inc. ("ECI"). On July 15, 1997 a subsidiary of
ECI, ECI Sportswear, Inc. ("ECI Sportswear"), acquired the assets and
business of Dacvo Industries, Inc. The Company is dependent on the
revenues and profitability of such subsidiaries within their product
lines. The Company does not have a diversified group of operating
subsidiaries, either within the apparel industry or in other
industries.
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<PAGE>
o The Company's ECI subsidiary, which sells primarily outerwear, is
particularly impacted by unusually warm weather or late arrival of
cold weather.
o Interest on the Company's subsidiary level debt obligations could
increase substantially with changes in the prime lending rate.
o Virtually all of the Company's corporate cash flow is required to
service its principal long-term debt obligations.
o While in the past two fiscal years, the Company has been able to
obtain the necessary waivers and amendments, and the Company considers
its relationship with its lenders to be good, there are no assurances
that the Company will continue to obtain amendments to its secured
debt obligations to adjust debt service schedules to offset the impact
of the adverse apparel environment and other adverse factors affecting
the Company's financial results.
o Depending upon the performance of the Company's ECI and ECI Sportswear
operating subsidiaries, which in turn is dependent on a number of
factors, including the apparel industry environment, the Company may
be required, in the future, to obtain additional waivers under its
existing corporate-level secured debt obligations and/or its
subsidiary working capital lines. There are no assurances that the
Company will be able to obtain such reductions in its debt service
requirements.
o There has been a substantial consolidation of formerly independent
major department store chains such that the consolidated customers
exert greater influence on suppliers such as the Company, resulting in
greater demands for price reductions, advertising support, returns and
markdowns of apparel products.
o Numerous retail organizations in the apparel industry have undergone
Chapter 11 reorganizations, bankruptcy liquidations, downsizing and/or
cessation of business, and others have suffered credit difficulties
whereby factors delay or deny credit to such retail organizations. As
a result, the Company may experience difficulty in obtaining factoring
and credit approval on certain customers.
o Although the Company's ECI and ECI Sportswear subsidiaries market a
wide variety of products, they must compete with other apparel
suppliers which specialize in particular niche products which may have
greater resources, reputation and efficiencies in such particular
product areas.
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<PAGE>
o The substantial portion of the Company's products are manufactured
overseas, subjecting the Company to the generic risks of import and
delivery from distant locations, delays due to U.S. or foreign
government regulation and controls, and customs and transportation
difficulties. From time to time, the United States has proposed a
material tariff on various categories of Chinese imports to the United
States, including some categories of apparel. Should these tariffs be
applied to include outerwear, sportswear, activewear or other apparel
product lines of the Company, the Company could be materially
adversely affected. In addition, the Company could be adversely
affected by tariffs, embargos and quotas involving countries from
which the Company imports its product lines.
o ECI and ECI Sportswear import their products primarily from
manufacturing plants which they do not own. While ECI and ECI
Sportswear through their agents exercise quality control over such
factories, there are inherent risks in such manufacturing which can
result in delivery delays and ultimately in cancellation of orders by
there customers.
o Increasingly, retail customers of the Company are ordering their
products closer to the actual delivery date and selling season. In
order for the Company to deliver such products on time, it must often
now commit to production in advance of obtaining hard orders from its
retail customers.
o There is an increasing trend by retail customers to develop their own
private label apparel lines to compete with products supplied by
importers and manufacturers such as the Company.
o The Company's apparel products are sold on the main selling floor
areas of its retail store customers and are facing increasing
competition from such customer's expanded dedication of retail floor
space to "designer collections".
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1997, the Company had working capital of approximately
$10,126,000 as compared to $13,042,000 at December 31, 1996 and $26,268,000 at
August 3, 1996. The decrease in working capital from December 31, 1996 to June
30, 1997 is due to the Company's operating loss in the first six months as well
as the seasonality of ECI's business. During this period, the Company financed
its capital expenditures principally through internally generated funds and
credit facilities.
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<PAGE>
The Company's interest payments scheduled for the three months ended March 31,
1997 were paid in kind pursuant to amendments to the Company's loan agreements.
Pursuant to additional amendments of its agreements with BNY Financial
Corporation ("BNY") and AIF-II, L.P.("AIF-II") the Company's scheduled interest
payments due on May 5, 1997 and August 4, 1997 were deferred until August 18,
1997.
As described below, effective September 30, 1996, the Company's debt obligations
to its senior secured lender, Heller Financial, Inc.("Heller") were reduced from
approximately $53,000,000 of principal and accrued interest to only $1,665,000
("New Heller Note"), which includes principal of $1,000,000 and accrued interest
of $665,000. Furthermore, all financial covenants in the Company's note
agreement with Heller were eliminated.
On May 1, 1996, the Company entered into amendments of its note agreements with
its junior secured lenders, BNY and AIF-II, whereby the quarterly interest
payments under such notes due for the period May 6, 1996 through February 3,
1997 inclusive were not made in cash and instead were added to the principal of
such notes. On May 5, 1997, June 18, 1997 and July 18, 1997, the Company entered
into additional amendments of its note agreements with BNY and AIF-II whereby
the quarterly interest payments to BNY and AIF-II due on May 5, 1997 and August
4, 1997 were deferred and shall become due on August 18, 1997.
In addition to the interest payments due to BNY and AIF-II on August 18, 1997,
the Company is also obligated to make scheduled payments of quarterly interest
to BNY and AIF-II in future quarterly periods and to make scheduled annual
payments of principal to BNY commencing November 3, 1997. The New Heller Note
provides that no principal or interest be paid on the Company's indebtedness to
AIF-II until all principal and interest on the New Heller Note is paid in full.
In addition, the New Heller Note allows the Company to make regularly scheduled
interest payments on the BNY Note for interest accruing after February 3, 1997
and principal payments thereon. However, if the Company makes an interest
payment on the BNY Note, it shall immediately make an interest payment to Heller
in an amount equal to the amount of interest which shall have accrued on the New
Heller Note in accordance with its terms during the same period of time for
which interest is being paid pursuant to the interest payment on the BNY Note,
and, if the Company makes a principal payment on the BNY Note, it shall
immediately on the same day prepay the New Heller Note in an amount equal to the
lesser of the principal payment on the BNY Note or the then outstanding amount
of the remaining obligation on the New Heller Note. The Company is uncertain as
to whether it would have sufficient cash resources to pay off the New Heller
Note to permit such payments as well as to make all required interest payments,
and required principal payments, if any, to AIF- II and BNY commencing August
18, 1997. The Company intends to discuss with its lenders the renegotiation of
required payments so as to be in compliance with its agreements with such
lenders. While such lenders have in the past granted consents to the payment of
scheduled interest in kind rather than in cash, and/or the deferral of interest
payments and principal amortization, there are
-16-
<PAGE>
no assurances that the Company will be able to obtain such consents in the
future. If the Company cannot obtain such consents or a renegotiation of payment
schedules, the Company could on August 18, 1997 and on quarterly payment dates
from and after November 3, 1997, be in default of its obligations to such
lenders.
Effective July 15, 1997, ECI Sportswear, Inc. ("ECI Sportswear"), an indirect
wholly owned subsidiary of the Company, acquired substantially all of the assets
of Davco Industries, Inc. ("Davco"), a maker of men's and boy's sportswear,
activewear, swimwear and loungewear under the "Perry Ellis", "Perry Ellis
America", and "Jeffrey Banks" labels. The acquisition will be accounted for as a
purchase. The purchase price to be paid by ECI Sporstwear for such assets
consisted of (a) the issuance to Davco of 3,000,000 shares of restricted Common
Stock of the Company and (b) a contingent cash purchase price to Davco to be
computed as the pre-tax net income of the Davco apparel business as owned by ECI
Sportswear from the closing date through December 31, 1997 (subject to certain
adjustments), but not to exceed a maximum payment of $3,600,000, such cash
amount payable approximately April 1998. On the closing date, ECI Sportswear
paid to Davco $500,000 as an advance towards the contingent cash purchase price
and agreed to pay an additional advance following completion of ECI Sportswear's
third fiscal quarter ending September 30, 1997 equal to twenty-five (25%) of ECI
Sportswear's pre-tax net income from the Davco apparel business through such
date. ECI Sportswear's source of funds for the cash payments of the purchase
price will be its internally generated funds and working capital credit lines.
-17-
<PAGE>
DEBT SERVICE AND CAPITAL NEEDS
The Company's long-term indebtedness consists of the debt obligations of the
Company to Heller Financial, Inc. ("Heller"), BNY Financial Corporation ("BNY")
and AIF-II, L.P., a Delaware limited partnership and an affiliate of Apollo
Advisors, L.P. ("AIF II").
o Effective September 30, 1996, the Company sold 100% of the stock of a
wholly-owned subsidiary, Perry Manufacturing Company ("Perry") for a
total consideration of $54,719,000 consisting of $40,857,000 paid by
the purchaser, $10,862,000 in forgiveness of indebtedness, and the
assumption of approximately $3,000,000 of Perry debt by the purchaser
(the "Perry Sale"). The proceeds of this sale (including forgiveness
of indebtedness), were applied to reduce the Company's debt
obligations to Heller from approximately $53,000,000 of principal and
accrued interest to only $1,665,000, which includes principal of
$1,000,000 and accrued interest of $665,000. The Company retained
ownership of Europe Craft Imports, Inc.("ECI"), its only other
operating subsidiary on September 30, 1996.
Effective September 30, 1996, the Company entered into an amendment
and restatement of its Senior Secured Note Agreement with Heller
("Amended Heller Agreement"), pursuant to which Heller received a note
in the principal amount of $1,000,000 ("New Heller Note"), with a
maturity date of November 2, 2001, with interest at 10% per annum,
and a warrant to purchase 584,345 shares of the Company's common stock
at an exercise price of $.01 per share. Such transaction has been
accounted for as a modification of terms to the original Heller debt.
Accordingly, the Company recorded the New Heller Note at the total
future cash payments to be made in accordance with the New Heller Note
which is principal of $1,000,000 and accrued interest of $665,000.
Pursuant to the Amended Heller Agreement, Heller forgave all other
indebtedness of the Company to Heller remaining after application of
the proceeds of the Perry Sale, and eliminated all financial
covenants. Heller retained a pledge of the stock (but not the assets)
of ECI. The New Heller Note provides that no principal or interest be
paid on the Company's indebtedness to AIF-II until all principal and
interest on the New Heller Note is paid in full. In addition, the New
Heller Note allows the Company to make regularly scheduled interest
payments on its indebtedness to BNY (the "BNY Note") for interest
accruing after February 3, 1997 and principal payments thereon.
However, if the Company makes an interest payment on the BNY Note, it
shall immediately make an interest payment to Heller in an amount
equal to the amount of interest which shall have accrued on the New
Heller Note in accordance with its terms during the same period of
time for which interest is being paid pursuant to the interest payment
-18-
<PAGE>
on the BNY Note, and, if the Company makes a principal payment on the
BNY Note, it shall immediately on the same day prepay the New Heller
Note in an amount equal to the lesser of the principal payment on the
BNY Note or the then outstanding amount of the remaining obligation on
the New Heller Note.
o On June 30, 1993, the Company entered into a Series A Junior Secured
Note Agreement with BNY, pursuant to which BNY received a nine-year,
$7 million note, bearing interest at a rate of 7% per annum. BNY
shares with AIF II a second lien on the stock of ECI. With the consent
of BNY, the quarterly interest payments under such note due for the
period May 6, 1996 through February 3, 1997 inclusive were not made in
cash and instead were added to the principal of such note and the
quarterly interest payments under such note due for the period May 5,
1997 through August 4, 1997 were deferred until August 18, 1997. BNY's
note is required to be paid in six annual installments, payable on
November 3 of each year commencing in 1997 as follows:
YEAR AMOUNT
---- ------
1997 $ 300,000
1998 300,000
1999 500,000
2000 600,000
2001 1,100,000
2002 4,200,000
In addition, on November 3, 2002, the Company is obligated to pay BNY
$503,000, representing the quarterly interest payments due on and for
the period May 6, 1996 through February 3, 1997, which were not paid
in cash and instead added to the principal of the Note to BNY;
provided however, that such deferred payments originally due on and
for the period May 6, 1996 through February 3, 1997 will become due
and payable on the next quarterly payment date after all principal,
interest and other obligations under the New Heller Note and the
Amended Heller Agreement have been indefeasibly paid in full.
o On June 30, 1993 the Company entered into a Series B Junior Secured
Note Agreement with AIF II, pursuant to which AIF II received a $7.5
million note bearing interest at 13% per annum. AIF II shares with BNY
a second lien on the stock of ECI. With the consent of AIF II, the
quarterly interest payments under such note due for the period
February 5, 1996 through February 3, 1997 inclusive were not made in
cash and instead were added to the principal of such note and the
quarterly interest payments under such note due for the period May 5,
1997 through August 4, 1997 were deferred until August 18, 1997. AIF
II's note is required to be paid in two equal
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<PAGE>
installments payable on November 3 in each of 2001 and 2002.
In addition, on November 3, 2002, the Company is obligated to pay
AIF-II $1,301,000, representing the quarterly interest payments due
for the period February 5, 1996 through February 3, 1997, which were
not paid in cash and instead added to the principal of the Note to
AIF-II; provided however, that such deferred payments originally due
on and for the period May 6, 1996 through February 3, 1997 will become
due and payable on the next quarterly payment date after all
principal, interest and other obligations under the New Heller Note
and the Amended Heller Agreement have been indefeasibly paid in full.
Once the Heller obligations are paid in full, AIF II and BNY will
share in mandatory prepayments based upon 50% of certain "excess cash
flows".
RESULTS OF OPERATIONS
On December 10, 1996, the Company determined to change its fiscal year to the
calendar year ending December 31st rather than a 52-53 week year ending on the
Saturday closest to January 31st. The Company determined to change its fiscal
year end to the calendar year ending December 31st so its tax and financial
accounting years would end on the same date and to better reflect the seasonal
nature of the Company's apparel business by having the Spring, Holiday and Fall
seasons all included in the same calendar year whereas in the past the Spring
season overlapped two fiscal years. The operating results for the three and six
month periods ended June 30, 1997 as compared to last year's fiscal results, the
thirteen and twenty-six week periods ended August 3, 1996 (herein referred to as
the three and six month periods ended August 3, 1996), are subject to variations
due to the seasonality of the business as mentioned above. In addition, last
year's operating results for the three and six month periods ended August 3,
1996 includes the financial results of Perry which was sold on September 30,
1996.
The Company has not restated last year's operating results, the three and six
month periods ended August 3, 1996, to six and three month calendar reporting
periods due to the inability to obtain operating results for Perry on a calendar
month basis, since Perry is no longer owned by Aris, and the difficulty in
restating the Company's 1996 results to a monthly basis since all monthly
closings were computed based on thirteen week fiscal quarters.
NET INCOME
The Company reported net losses of $2,487,000 and $3,349,000 for the three and
six month periods ended June 30, 1997 respectively, compared to net losses of
$3,166,000 and $5,615,000, respectively for the three and six month periods
ended August 3, 1996.
-20-
<PAGE>
The reduction in the loss for the three month period was due to the reduction of
interest expense by $1,742,000, which was a result of the sale of Perry which
significantly reduced the Heller debt as well as the exclusion of interest
expense of the Perry debt after September 30, 1996. Although Perry's operating
loss of $336,000 for the three month period ended August 3, 1996 was excluded
from the three month period ended June 30, 1997, ECI experienced a larger loss
during this period primarily due to the conversion to a calendar quarter from a
fiscal quarter. This conversion resulted in reduced sales and related gross
margin by including the month of April (a historically weak month) in the second
calendar quarter of 1997 compared with including the month of July (a
historically strong sales month) in the second fiscal quarter of 1996.
The reduction in the loss for the six month period was due to the reduction of
interest expense by $3,479,000, which was a result of the sale of Perry which
significantly reduced the Heller debt as well as the exclusion of interest
expense of the Perry debt after September 30, 1996. The impact of the reduction
in interest expense was offset by the exclusion in 1997 of the operating profits
at Perry of $1,242,000 for the three months ended August 3, 1996.
REVENUE
The Company's revenues decreased from $33,908,000 during the three months ended
August 3, 1996 to $5,236,000 during the three months ended June 30,1997. The
revenue decrease of $28,672,000 was primarily due to the exclusion of Perry,
which had revenues of $22,987,000 in the three months ended August 3, 1996. In
addition, revenues at ECI decreased by $5,685,000 which was due to the
conversion to a calendar quarter from a fiscal quarter. This resulted in reduced
revenues by including in the second calendar quarter the month of April (a
historically weak sales month) compared with including month of July (a
historically strong sales month) in the second fiscal quarter of 1996. The
conversion to a calendar year was done to truly reflect the entire Spring,
Holiday and Fall seasons all within the same reporting year whereas in the past
fiscal years the spring season was spread over two years.
The Company's revenues decreased from $69,133,000 during the six month period
ended August 3, 1996 to $19,683,000 during the six month period ended June 30,
1997. The revenue decreases of $49,450,000 was due to the exclusion in 1997 of
Perry, which had revenues of $49,092,000 in the first half of 1996.
COST OF SALES
Costs of Sales for the three months ended June 30, 1997 as a percentage of
revenue was 66.4% compared to 82.5% for the three months ended August 3, 1996.
The favorable reduction in this percentage was primarily due to the exclusion of
Perry, which historically had substantially lower gross margins due to being a
private label manufacturer. Gross margins increased slightly at ECI due to a
better product mix.
-21-
<PAGE>
Costs of Sales for the six months ended June 30, 1997 as a percentage of revenue
was 67.4% compared to 81.8% for the six months ended August 3, 1996. The
favorable reduction in this percentage was due to improved gross margins at ECI
due to a better product mix in the six months ended June 30, 1997 as compared to
the six months ended August 3, 1996. Last year, due to the adverse retail
environment, ECI sold inventory at lower gross margins in order to maintain a
clean inventory position. Gross margins for the six months ended August 3, 1996
were also affected by the lower gross margins at Perry, which historically as a
private label manufacturer, had substantially lower gross margins than ECI.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and Administrative expenses as a percentage of revenues for the three
and six month periods ended June 30, 1997 were 74.9% and 45.6%, respectively,
compared to 20.3% and 20.1% for the three and six month periods ended August 3,
1996, respectively. The increase for the three and six month periods ended June
30, 1997 in Selling and Administrative expenses as a percentage of revenue was
due primarily to the conversion to a calendar year from a fiscal year combined
with the exclusion, in 1997, of Perry's results of operations. Perry
historically had a much lower Selling and Administrative expense structure than
ECI. Also, due to the fixed nature of the Company's expense structure, the
Company will experience a higher Selling and Administrative percentage in the
first half of the year which will decrease in the second half of the year due to
the seasonality of ECI's business. In addition, there was an increase in
depreciation expense due to the purchase of product data management equipment
and other computer equipment allowing ECI to more efficiently control its
merchandising, production, sourcing and shipping.
Selling and Administrative expenses for the three months ended June 30, 1997
were $3,920,000 compared to $6,887,000 for the three months ended August 3,
1996, a decrease of $2,967,000 or 43.1%. The decrease in Selling and
Administrative expenses was primarily due to the exclusion of Perry. In
addition, the conversion to a calendar year from a fiscal year resulted in
reduced revenues (see Revenue discussion above) and a corresponding decrease in
such variable expenses as factoring costs, shipping and warehousing expenses,
partially offset by an increase in depreciation expense due to the purchase of
product data management equipment and other computer equipment allowing ECI to
more efficiently control its merchandising, production, sourcing and shipping.
Selling and Administrative expenses for the six months ended June 30, 1997 were
$8,984,000 compared to $13,911,000 for the six months ended June 30, 1996, a
decrease of $4,927,000 or 35.4%. Selling and Administrative expenses decreased
due primarily to the exclusion of Perry expenses after its sale on September 30,
1996. This was offset by increases at ECI relating to a new print advertising
program and increases in expenses for trade shows, that relate to the change to
a calendar year from a fiscal year.
-22-
<PAGE>
INTEREST AND DEBT EXPENSE
Interest and debt expense for the three and six month periods ended June 30,
1997 decreased by $1,742,000 or 77.1% and $3,479,000 or 78.1% compared to the
three and six month periods ended August 3, 1996. This decrease is primarily due
to the sale of Perry on September 30, 1996 which reduced the Heller debt and
corresponding interest after such date, as well as the exclusion of Perry debt
expense after September 30, 1996. In addition, ECI had a reduction of interest
expense due to lower borrowings against its line of credit
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- -------------------------
NONE
ITEM 2 CHANGES IN SECURITIES
- ----------------------------
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
- ---------------------------------------
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -----------------------------------------------------------
NONE
ITEM 5. OTHER INFORMATION
- -------------------------
Effective July 15, 1997, ECI Sportswear, Inc. ("ECI Sportswear"), an indirect
wholly owned subsidiary of the Company, acquired substantially all of the assets
of Davco Industries, Inc. ("Davco"), a maker of men's and boy's sportswear,
activewear, swimwear and loungewear under the "Perry Ellis", "Perry Ellis
America", and "Jeffrey Banks" labels. Davco's shareholders, Steven Arnold ("SA")
and Christopher Healy ("CH"), each entered into employment agreements with ECI
Sportswear to manage the Davco business as owned by ECI Sportswear. The purchase
price to be paid by ECI Sporstwear for such assets consisted of (a) the issuance
to Davco of 3,000,000 shares of restricted Common Stock of the Company and (b) a
contingent cash purchase price to Davco to be computed as the pre-tax net income
of the Davco apparel business as owned by ECI Sportswear from the closing date
through December 31, 1997 (subject to certain adjustments), but not to exceed a
maximum payment of $3,600,000, such cash amount payable approximately April
1998. On the closing date, ECI Sportswear paid to Davco $500,000 as an advance
towards the contingent cash purchase price and agreed to pay an additional
advance following completion of ECI Sportswear's third fiscal quarter ending
September 30, 1997 equal to twenty-five (25%) of ECI Sportswear's pre-tax net
income from the Davco apparel business through such date. ECI Sportswear is a
wholly-owned subsidiary of Europe Craft Imports, Inc.("ECI").
-23-
<PAGE>
Immediately following the issuance of 3,000,000 shares of the Company's Common
Stock to Davco, the Company will have issued and outstanding 14,852,544 shares
of Common Stock, and Davco will be the record owner of (and Davco, SA and CH as
a group will be the beneficial owners of) 3,000,000 of such shares,
corresponding to 20.2% of such class. SA owns 60% of, and CH owns 40% of, the
voting Common Stock of Davco.
All 3,000,000 of the shares of the Company's Common Stock delivered to Davco as
part of the purchase price on the closing date is subject to the terms,
conditions and restrictions of a Shareholders Agreement entered into on the
Closing Date between Davco, SA, CH, ECI Sportswear, the Company and certain
other shareholders of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ----------------------------------------
(a) Exhibits - NONE
--------
(b) Reports on Form 8-K
-------------------
Current reports on Form 8-K dated May 5, 1997, June 18, 1997 and July
15, 1997 with respect to deferral of the May 5, 1997 and August 4, 1997
quarterly interest payments due to BNY and AIF-II to August 18, 1997.
Current Report on Form 8-K dated July 15, 1997 with respect to
acquisition of assets of Davco Industries, Inc.
-24-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ARIS INDUSTRIES, INC.
Registrant)
Date: August 7, 1997 By /s/ PAUL SPECTOR
--------------------------------
Paul Spector,
Senior Vice President
Chief Financial Officer
By /s/ VINCENT F. CAPUTO
--------------------------------
Vincent F. Caputo,
Vice President
Assistant Secretary and
Assistant Treasurer
-25-
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 761,000
<SECURITIES> 0
<RECEIVABLES> 4,757,000
<ALLOWANCES> 0
<INVENTORY> 11,932,000
<CURRENT-ASSETS> 1,694,000
<PP&E> 5,562,000
<DEPRECIATION> (4,448,000)
<TOTAL-ASSETS> 38,733,000
<CURRENT-LIABILITIES> 9,018,000
<BONDS> 18,309,000
0
0
<COMMON> 119,000
<OTHER-SE> 11,406,000
<TOTAL-LIABILITY-AND-EQUITY> 38,733,000
<SALES> 19,683,000
<TOTAL-REVENUES> 19,683,000
<CGS> 13,258,000
<TOTAL-COSTS> 13,258,000
<OTHER-EXPENSES> 8,984,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 976,000
<INCOME-PRETAX> (3,535,000)
<INCOME-TAX> (186,000)
<INCOME-CONTINUING> (3,349,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,349,000)
<EPS-PRIMARY> (0.28)
<EPS-DILUTED> (0.28)
</TABLE>
