SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 18, 2003.
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INNOVO GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 5199 11-2928178
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(State or other (Primary Standard (IRS Employer
of incorporation) Industrial Classification Identification No.)
Code Number)
5900 S. Eastern Ave., Suite 124
Commerce, CA 90040
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(323) 725-5516
N/A
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(Former Name or Former Address, if Changed Since Last
Report)
Item 2. Acquisition or Disposition of Assets
This Form 8-K/A amends the current report on Form 8-
K dated July 18, 2003 to include financial statements of
the Blue Concepts Division of Azteca Production
International, Inc. as required by Item 7(a) Financial
Statements of Business Acquired.
On July 17, 2003, the registrant, through its wholly
owned subsidiary Innovo Azteca Apparel Inc. ("IAA"),
purchased certain assets of Azteca Production
International Inc.'s ("Azteca") Blue Concepts Division
(the "Blue Concepts Division"). Azteca's The Blue
Concepts Division is engaged in the design and sale of
denim and other related apparel and products for
wholesale distribution. As payment for the
acquisition, IAAnnovo issued a promissory note to Azteca
for $21.8 million that, subject to stockholder approval,
is partially convertible into shares of Innovo common
stock.
This Form 8-K/A amends the current report on Form 8-
K dated July 18, 2003 to include financial statements and
pro forma financial information required by Item 7(a)
Financial Statements of Business Acquired of Form 8-K.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) Financial Statements of Business Acquired
Financial Statements of Azteca Production
International Inc. Blue Concepts Division
(i) Report of Independent Auditors
(ii) Statements ofr Revenues, Direct Expenses and
Identified Corporate Expenses Before Interest
and Taxes for the years ended January 31, 2003,
2002 and 2001
(iii) Notes to the Financial Statements
(b) Unaudited Pro Forma Financial Information
(i) Introduction to Unaudited Pro Forma Condensed
Combined Financial Information
(ii) Unaudited Pro Forma Condensed Combined Statement of
Operations for the six months ended May 31, 2003
(iii) Unaudited Pro Forma Condensed Combined
Statement of Operations for the year ended November 30,
2002
(iv) Unaudited Pro Forma Condensed Combined Balance Sheet
as of May 31, 2003
(v) Notes to Unaudited Pro Forma Condensed Financial
Information
Report of Independent Auditors
Shareholders
Azteca Productions International Inc.
We have audited the accompanying statement of revenues,
direct expenses and identified corporate expenses before
interest and taxes of the Blue Concepts division of
Azteca Production International Inc. (the "Business") for
the years ended January 31, 2003, 2002, and 2001. These
financial statements are the responsibility of Azteca
Production International Inc.'s ("Azteca") management.
Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing
standards generally accepted in the United States. Those
standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.
An audit also includes assessing the overall financial
statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly,
in all material respects, the revenues, direct expenses
and identified corporate expenses before interest and
taxes for the years ended January 31, 2003, 2002 and 2001
in conformity with accounting principles generally
accepted in the United States.
As discussed in Note 2 to the financial statements, the
Business comprises a division of Azteca. The Business
receives managerial, administrative and other support
from Azteca and certain expenses included in the
financial statements represent allocations of amounts
from Azteca. Accordingly, the results of the revenues,
direct expenses and identified corporate expenses before
interest and taxes of the business may not be indicative
of conditions that would have existed or results that
would have occurred had the Business operated as a
separate stand-alone entity.
/s/ Ernst & YoungLLP
Los Angeles, California
August 15, 2003
Azteca Productions International Inc. Blue Concept Division
Statements of Revenues, Direct Expenses, and Identified
Corporate Expenses Before Interest and Taxes
Year ended January 31
2003 2002 2001
---- ---- ----
Net sales $75,887,459 $50,591,809 $27,788,987
Cost of goods sold 61,433,954 40,178,379 21,290,309
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Gross profit 14,453,505 10,413,430 6,498,678
Direct expenses 1,747,648 1,978,973 1,930,351
Identified corporate expenses 3,228,749 3,259,188 1,268,432
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Total Expenses 4,976,397 5,238,161 3,198,783
Income before interest and
taxes $9,477,108 $5,175,269 $3,299,895
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The accompanying notes are an integral part of
these financial statements.
1. Organization and Operations
Azteca Production International Inc.'s ("Azteca") Blue
Concepts division (the "Business") is engaged in the
design and sale of denim and other related apparel and
products, primarily to one customer, American Eagle
Outfitters ("AEO"). Historically, Azteca Productions
International Inc. (Azteca), through a subsidiary, has
manufactured or arranged for the manufacture of goods
sold by the Bbusiness.
2. Basis of Presentation and Summary of Significant
Accounting Polices
Basis of Presentation
Historically, the Business conducted its operations as a
component of Azteca. The Business was not a "stand-
alone" division or subsidiary of Azteca and was not
generally accounted for separately. As a result, the
distinct and separate accounts necessary to present
individual balance sheets and income statements of the
business for the years ended January 31, 2003, 2002, and
2001 have not been maintained.
The Business does not maintain stand-alone corporate
treasury, legal, tax and other similar corporate support
functions. Corporate, general and administrative expenses
have not been previously allocated to the business. For
purposes of preparing the accompanying financial
statements, certain of these corporate costs along with
other administrative and warehouse expenses were
allocated using allocation methods (see Note 2). As
Azteca's systems and procedures do not provide sufficient
information to develop a reasonable cost allocation for
income taxes, corporate debt and interest expense, such
amounts have been omitted. The historical financial
statements may not be an indicator of future results for
the Business subsequent to the acquisition discussed in
Note 3 below.
With respect to cash flows, inventory purchases, payroll,
and other expenditures are funded by Azteca. Accordingly,
the Business does not maintain cash accounts.
Financial Statement Presentation
Due to the limitations noted above, the financial
statements include the Statements of Revenues, Direct
Expenses and Identified Corporate Expenses before
Interest and Taxes, including all corporate cost
allocations for which a reasonable method of allocating
the cost to the operations can be developed.
A Statement of Cash Flows is not presented, as the
Business has essentially no separately identified cash
flows.
A Statement of Assets Acquired is not presented, as the
assets acquired (See Note 3) have no historical
accounting basis. On July 17, 2003 the sale of the
Business' assets was completed. Pursuant to the terms of
the closing, Innovo Group IncIAA (Innovo) acquired from
Azteca, the Business' customer list, the right to
manufacture and market all of the Business' current
products, and the goodwill of the Business, and entered
into certain non-compete and non-solicitation agreements
associated with the Business.
Revenue Recognition
Revenues are recognized at the point that title
transfers, which is when the Business ships products to
its customers, net of anticipated returns, allowances,
and discounts.
Use of Estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the
United States requires management to make estimates and
assumptions that affect the reported amounts of assets,
revenues and expenses during the reported period. Actual
results could differ from those estimates. Sales returns
and allowances and corporate cost allocations of certain
selling, general and administrative expenses represent
significant estimates.
Shipping and Handling Costs
Freight charges are included in identified corporate
expenses in the statements of revenues, direct expenses,
and identified corporate expenses before interest and
taxes and amounted to $171,390, $114,302, and $40,448 for
the years ended January 31, 2003, 2002, and 2001,
respectively.
Corporate Allocations
The Business does not maintain stand-alone corporate
treasury, legal, tax and other similar corporate support
functions. The Business does record certain corporate
expenses related primarily to employee payroll and
benefits. For purposes of preparing the financial
information for the Business, certain expenses of Azteca
were allocated based upon a variety of factors, which
include pro rata sales of the Business, headcount
measures, and the identification of costs specifically
attributable to the Business. Management believes that
these allocations are based on assumptions that are
reasonable under the circumstances; however, the
Business's results of revenues, direct expenses and
identified corporate expenses before interest and taxes
may not be indicative of conditions that would have
existed or results that would have occurred had the
Business operated as a separate stand alone entity.
The following represents a summary of the corporate costs
allocated to the
Business which were included in the Statements of
Revenues, Direct Expenses and
Identified Corporate Expenses before Interest and Taxes
for the years ended
January 31:
2003 2002 2001
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Identified corporate expenses $3,228,749 $3,259,188 $1,268,432
3. Sale of the Business
On July 17, 2003, Innovo Group Inc. ("IGI") through its
subsidiary Innovo Azteca Apparel, Inc. ("IAA") entered
into an asset purchase agreement ("APA") with Azteca,
Hubert Guez and Paul Guez, whereby IAA acquired the Blue
Concepts divisionsegment of Azteca. Hubert Guez and
Paul Guez are substantial stockholders of IGI, and
together have a controlling interest in Azteca. As of
March 25, 2003, Hubert Guez and his affiliates
beneficially own approximately 35% of IGI's common stock
on a fully diluted basis.
Pursuant to the terms of the agreement, the purchase
price to be paid by IAA for the Business is $21.8
million, subject to adjustment, as noted below.
Additionally, IAA will employ the existing employees of
the Business but will not assume any of the Business or
Azteca's existing liabilities. The purchase price has
been funded through the issuance of a seven-year
promissory note (the Note). The Note bears interest at a
rate of 6% and requires payment of interest only during
the first 24 months and then is fully amortizing over the
remaining five-year period. The terms of the transaction
further allow IGI, upon shareholder approval, to convert
a portion of the Note into equity through the issuance of
3,125,000 shares of Company common stock valued at the
greater of $4 per share or the market value of the
Company's common stock at the date shareholder approval
is obtained.
In the event shareholder approval is obtained, the Note
will be reduced to $9.3 million and the shares issued
pursuant to the conversion will be subject to certain
lock-up periods. In the event the market value of IGI's
common stock is greater than $4.00 per share on the date
of shareholder approval the purchase price will be
increased by the difference between $4.00 and conversion
price, times 3,125,000 shares..
In the event that sales of the Business fall below $70
million during the first 17 month period (Period I)
following the closing of the acquisition, or $65 million
during the 12 month period (Period II) following Period
I, certain terms of the APA allow for a reduction in the
purchase price through a decrease in the principal
balance of the Note and/or the return of certain locked-
up shares of IGI's common stock. In the event the Note is
reduced during Period I and the sales of the Business in
Period II are greater than $65 million, the Note shall be
increased by half of the amount greater than $65 million
but in no event shall the Note be increased by an amount
greater than the decrease in Period I.
In the event the principal amount of the Note needs to be
reduced beyond the outstanding principal balance of such
Note, then an amount of the locked-up shares equal to the
balance of the required reduction shall be returned to
IGI. For these purposes, the locked-up shares shall be
valued at $4.00 per share. Additionally, if during the
12 month period following the closing, AEO is no longer a
customer of IAA, the locked-up shares will be returned to
IGI, and any amount remaining on the balance of the Note
will be forgiven.
If the revenues of the Business decrease to $35 million
or less during Period I or Period II, IAA shall have the
right to sell the purchased assets back to Azteca, and
Azteca shall have the right to buy back the purchased
assets for the remaining balance of the Note and any and
all locked-up shares shall be returned to IGI.
As part of the transaction, IAA entered into a two year,
renewable, non-exclusive supply agreement ("Supply
Agreement") with AZT International SA de CV, a Mexicano
corporation and a wholly owned affiliate of Azteca, for
products to be sold by the Business. In addition, IAA
will pay to Sweet Sportswear, LLC, an entity owned 50% by
Hubert Guez and 50% by Paul Guez, an an amount equal to
2.5% of IAA's revenues generated as a result of sales to
AEO. While Paul Guez will not become an employee or
officer of IAA, he will continue to serve as a liaison
between IAA and Azteca for the purpose of facilitating
the transaction of the Business from Azteca to IAA, and
will continue to maintain a working relationship on a
going forward basis with Azteca, its subsidiary AZT, and
IAA as an interested party to these entities.
4. Statement of Assets Acquired (Unaudited)
The Blue Concepts transaction was accounted for under the
purchase method of accounting, accordingly, the purchase
price was allocated to the various assets purchased at
their estimated fair values at the date of acquisition as
follows:
Total preliminary purchase price $21,800,000
Identifiable Intangible Assets:
Value of in-house purchase orders $ 511,432
Customer list $10,400,000
Non-compete agreement $ 700,000
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Total identifiable intangible assets $ 11,611,432
Goodwill $ 10,188,568
The purchase price was funded through a seven-year
promissory note bearing interest at 6%. The entire
purchase price was allocated to identifiable intangible
assets and goodwill as no tangible assets were acquired.
Based on a preliminary valuation performed by an
independent third party, the purchase price was
preliminarily allocated to intangible assets including:
customer list with an estimated useful life of 10 years,
with amortization calculated on a straight-line basis;
non-compete agreement with an estimated useful life of 4
years, with amortization calculated on a straight-line
basis; value of in-house purchase orders with a life of
less than 1 year; and goodwill not subject to
amortization of $10,188,568. In accordance with
Statement of Financial Accounting Standards No. 142
"Goodwill and Other Intangible Assets", goodwill and
other intangible assets should be tested for impairment
using a two-step process. The first step is to determine
the fair value of the reporting unit, which may be
calculated using a discounted cash flow methodology, and
compare this value to its carrying value. If the fair
value exceeds the carrying value, no further work is
required and no impairment loss would be recognized. The
second step is an allocation of the fair value of the
reporting unit to all of the reporting unit's assets and
liabilities under a hypothetical purchase price
allocation. The Company will test for impairment of
intangibles in the fourth quarter.
Item 7. (b) Unaudited Pro Forma Condensed Combined
Financial Information
The following unaudited pro forma condensed combined
statement of operations sets forth the combined results
of operations for Innovo Group, Inc. (Innovo) and the
Blue Concepts division (the "Business") using the
purchase method of accounting and assumes that the
combination was consummated as of the beginning of the
earliest period presented.
The unaudited pro forma information combines the
historical statement of operations of Innovo for the six
months ended May 31, 2003 and the fiscal year ended
November 30, 2002 (Innovo Historical) with the historical
statements of revenues and direct expenses before
interest and taxes of the Business for the six months
ended May 31, 2003 and the fiscal year ended January 31,
2003 (Blue Concepts Historical), respectively.
The unaudited pro forma balance sheet includes the
historical balance sheet of Innovo as of May 31, 2003
with pro forma adjustments to reflect the acquisition of
the assets and liabilities of the Business as if the
acquisition took place on May 31, 2003.
The information is presented for illustration purposes
only and is not necessarily indicative of the financial
position or results of operations which would actually
have been reported had the combination been in effect
during those periods or which may be reported in the
future, in part due to the omission of certain expenses
including interest expenses and income tax expense. The
pro forma financial information also includes expenses
allocated from Azteca to the Business, which may not be
indicative of future results which will include actual
expenses. The majority of products sold by the Business
historically were manufactured by or sourced through
subsidiaries of Azteca. Innovo has entered into a two-
year, renewable, non-exclusive supply agreement pursuant
to which AZT International S.A. de C.V., a Mexican
corporation and wholly-owned subsidiary of Azteca, will
manufacture and supply Innovo with certain products
formerly manufactured for the Business at a cost that
allows Innovo an initial margin per unit of at least
fifteen percent (15%). In addition, Innovo is obligated
to pay a fee of 2.5% of revenues of the Business to,
Sweet Sportswear, LLC, an entity owned by the controlling
members of Aztecaaffiliate of Azteca. Such fee has not
been reflected in the historical financial statements of
the Business nor is it included in the pro forma
statement of operations. As such, the future cost of
goods will differ from the historical costs reflected in
the pro forma financial statements.
The statements should be read in conjunction with the
historical financial statements and notes thereto which,
for the Business, have been included elsewhere herein
and, for the Company, in its Annual Report on Form 10-K.
Innovo Group Inc.
Unaudtied Pro Forma Condensed Combined Statement of Operations
(in thousands, except per share data)
Innovo Historical Blue Concepts Historical
Six Months Ended Six Months Ended Pro Forma Pro Forma
May 31, 2003 May 31, 2003 Adjustments Total
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Net sales $ 23,928 $ 39,360 $ - $ 63,288
Cost of goods sold 17,162 31,399 - 48,561
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Gross profit 6,766 7,961 - 14,727
Operating expenses:
Selling, general and
administrative 6,532 3,664 - 10,196
Depreciation and
amortization 164 - 775 (a) 939
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6,696 3,664 775 11,135
Income (loss)from
operations 70 4,297 (775) 3,592
Interest expense (365) - (654) (b) (1,019)
Other income (expense), net 137 - - 137
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Income (loss) before
before income taxes (158) 4,297 (1,429) 2,710
Income taxes 53 1,719 (d) (572) (c) 1,200
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Net income (loss) $ (211) $ 2,578 $ (857) $ 1,510
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Earnings (loss) per share -
basic and diluted
Basic $ (0.01) $ 0.08
Diluted $ (0.01) $ 0.07
Weighted Average Shares
Outstanding
Basic 14,931 3,125 (e) 18,056
Diluted 14,931 5,513 (f) 20,444
See accompanying notes to unaudited pro forma
condensed combined financial information.
Innovo Group Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
(in thousands, except per share data)
Innovo Historical Blue Concepts Historical
Year Ended Year Ended Pro Forma Pro Forma
November 30, 2002 January 31, 2003 Adjustments Total
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Net sales $ 29,609 $ 75,887 $ - $ 105,496
Cost of goods sold 19,839 61,434 - 81,273
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Gross profit 9,770 14,453 - 24,223
Operating expenses:
Selling, general and
administrative 8,325 4,976 - 13,301
Depreciation and
amortization 256 - 1,550 (a) 1,806
---------------- --------------- ---------- --------
8,581 4,976 1,550 15,107
Income (loss) from operations 1,189 9,477 (1,550) 9,116
Interest expense (538) - (1,308) (b) (1,846)
Other income (expense), net 61 - - 61
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Income (loss)before income taxes 712 9,477 (2,858) 7,331
Income taxes 140 3,791 (d) (1,143) (c) 2,788
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Net income (loss) $ 572 $ 5,686 $ (1,715) $ 4,543
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Earnings (loss) per share -
basic and diluted
Basic $ 0.04 $ 0.25
Diluted $ 0.04 $ 0.24
Weighted Average Shares
Outstanding
Basic 14,856 3,125 (e) 17,981
Diluted 16,109 3,125 (e) 19,234
See accompanying notes to unaudited pro forma
condensed combined financial information.
Innovo Group Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
(in thousands)
Innovo Historical
as of Pro Forma Pro Forma
May 31, 2003 Adjustments Total
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ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 882 $ - $ 882
Accounts receivable, and due from
factor net of allowance for
uncollectible accounts of $311
(2003) and $383 (2002) 1,895 - 1,895
Inventories 8,297 - 8,297
Prepaid expenses & other current
assets 644 - 644
------------ ----------- ------
TOTAL CURRENT ASSETS 11,718 - 11,718
PROPERTY, PLANT and EQUIPMENT, net 1,442 - 1,442
GOODWILL 4,271 10,189 (g) 14,460
INTANGIBLE ASSETS, NET 403 11,611 (g) 12,014
OTHER ASSETS 18 - 18
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TOTAL ASSETS $ 17,852 $ 21,800 $39,652
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 4,696 $ - $ 4,696
Due to factor 847 - 847
Due to related parties 3,795 - 3,795
Current maturities of long-term debt 787 - 787
----------- ----------- --------
TOTAL CURRENT LIABILITIES 10,125 - 10,125
LONG-TERM DEBT, less current maturities 2,230 21,800 (g) 11,530
(12,500) (h)
8% Redeemable preferred stock,
$0.10 par value: Authorized shares- - - -
5,000, issued and outstanding 194
shares (2003)
STOCKHOLDERS' EQUITY
Common stock, $0.10 par - shares,
Authorized 40,000
Issued and outstanding 15,129
(2003) , 18,254 (with pro forma
effect) 1,517 313 (h) 1,830
Additional paid-in capital 40,954 12,187 (h) 53,141
Accumulated deficit (33,719) - (33,719)
Promissory note-officer (703) - (703)
Treasury stock (2,553) - (2,553)
Accumulated other comprehensive loss 1 - 1
------------ ----------- --------
TOTAL STOCKHOLDERS' EQUITY 5,497 12,500 17,997
------------ ----------- --------
TOTAL LIABILITIES and STOCKHOLDERS'
EQUITY $ 17,852 $ 21,800 $ 39,652
------------ ----------- --------
------------ ----------- --------
See accompanying notes to unaudited pro forma condensed
combined financial information.
I. Adjustments
(a) The pro forma adjustment to reflect the amortization
of identifiable intangible assets recorded in accounting
for the purchase of the Business over terms of four to
ten years. Final allocation of the purchase price may
involve revaluation of certain assets.
(b) The pro forma adjustment to reflect the increase in
interest expense related to the additional promissory
notes issued in connection with the acquisition of the
Business with an initial face amount of $21.8 million
bearing interest at 6% per annum.
(c) Pro forma adjustment reflects the increase or
decrease in income tax expense as the result of the pro
forma adjustments above in addition to reflecting the
historical effective tax rate of the combined companies
assuming a 40% effective tax rate.
(d) Assumes a 40% tax rate for the Blue Concepts
historical results of operation as the audited statement
of operation reflects net income before taxes.
(e) Pro forma adjustment assumes the issuance of
3,125,000 shares of common stock on the conversion of
$12.5 million of the Promissory Note (Note) issued in the
original amount of $21.8 million. The conversion is
contingent on shareholder approval.
(f) The pro forma adjustment reflects the dilutive
effect of options and warrants under the treasury stock
method, in addition to the assumed issuance of common
stock on the conversion of $12.5 million of the Note to
3,125,000 shares of common stock. This conversion is
contingent on shareholder approval. Previously, the
options and warrants had been excluded from the
calculation, as their effect would have been anti-
dilutive.
(g) The pro forma adjustment to reflect the purchase of
certain assets of the Business for consideration of
$21.8 million in promissory notes. Based on a
preliminary valuation, this purchase price is allocated
to intangible assets including customer lists, non-
compete agreements, and goodwill not subject to
amortization. The final breakdown of the allocation and
the final descriptions of the categories are subject to
completion of a valuation analysis.
(h) Pro forma adjustment reflects the conversion of
$12.5 million of the Note to 3,125,000 shares of common
stock, assuming shareholder approval of the conversion.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly cuased this report to be signed on its behalf
by the undersigned hereunto duly authorized.
INNOVO GROUP INC.
Dated: September 30, 2003 By: /s/ Samuel J. Furrow, Jr.
---------------------------
Samuel J. Furrow, Jr.
Chief Executive Officer