-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WkzKDsH6IJiA+BvlNCXvlUSvHe0Akq85B6YyObpta26PxH7CKOWWC26bMFifKIgB QVheTACDhJ15JVWlH6UkrA== 0001170918-09-000433.txt : 20091116 0001170918-09-000433.hdr.sgml : 20091116 20091113184214 ACCESSION NUMBER: 0001170918-09-000433 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091113 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091116 DATE AS OF CHANGE: 20091113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TALON INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001047881 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-APPAREL, PIECE GOODS & NOTIONS [5130] IRS NUMBER: 954654481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13669 FILM NUMBER: 091183146 BUSINESS ADDRESS: STREET 1: 21900 BURBANK BLVD. STREET 2: SUITE 270 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8184444100 MAIL ADDRESS: STREET 1: 21900 BURBANK BLVD. STREET 2: SUITE 270 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FORMER COMPANY: FORMER CONFORMED NAME: TAG IT PACIFIC INC DATE OF NAME CHANGE: 19971015 8-K 1 fm8k-111309.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 13, 2009

TALON INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)

1-13669
(Commission
File Number)

95-4654481
(I.R.S. Employer
Identification No.)

 

21900 Burbank Blvd., Suite 270
Woodland Hills, California

(Address of Principal Executive Offices)

91367
(Zip Code)

(818) 444-4100
(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02      Results of Operations and Financial Condition.

        On November 13, 2009, Talon International, Inc. issued a press release regarding our financial results for the second quarter ended September 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

        The information in this report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01      Financial Statements and Exhibits.

  (a) Financial statements of business acquired.

  None.

  (b) Pro forma financial information.

  None.

  (c) Shell company transactions.

  None.

  (d) Exhibits.

  99.1 Press Release dated November 13, 2009, published by the Registrant.*

  * This exhibit is furnished, not filed.


SIGNATURE

        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 hereunto duly authorized.




Date: November 13, 2009
TALON INTERNATIONAL, INC.



By: /s/ Lonnie D. Schnell                                    
Lonnie D. Schnell, Chief Executive Officer



EX-99 2 ex99-1c.htm EX-99.1

EXHIBIT 99.1

Talon International Reports Third Quarter 2009 Financial Results

LOS ANGELES, Calif. — November 13, 2009 — Talon International, Inc. (OTCBB:TALN), a leading global supplier of zippers, apparel fasteners, trim and interlining products, reported financial results for the third quarter ended September 30, 2009.

Summary

o Sales for the 3rd Quarter 2009 totaled $10.4 million, vs. $12.8 million in 2008.

o Net loss for the 3rd Quarter totaled $647,000 in 2009, vs. a net loss of $2,440,000 in 2008.

o Net loss year-to-date totaled $1.8 million in 2009, vs. a net loss of $3.7 million in 2008.



Financial Results

Sales for the third quarter of 2009 totaled $10.4 million, a decrease of $2.4 million or 18% from the third quarter of 2008. The decline in sales for the quarter from the same period in 2008 was a direct result of the global decline in the apparel industry. For the third quarter of 2009 the Company reported Talon® zipper sales of $5.8 million as compared to $7.2 million for the same period in 2008. Trim product sales for the third quarter of 2009 were $4.6 million, as compared to $5.5 million for the same period in 2008, and Tekfit product sales for the third quarter were $10,000 compared to $95,000 in 2008.

Sales for the nine months ended September 30, 2009 were $29.5 million as compared to $39.8 million for the same period in 2008, a decrease of $10.3 million or 26%. Talon® zipper sales for the first nine months of 2009 totaled $16.9 million as compared to $24.3 million in the prior year. Trim product sales for the first nine months of 2009 were $12.6 million, a decrease of $2.8 million from the same period in 2008. Tekfit product sales for the first nine months of 2009 were $47,000 compared to $139,000 for the first nine months of 2008.

“Despite the severe impact the global recession has had on the apparel industry in 2009 we are beginning to see signs of improvement,” said Lonnie Schnell, Talon’s CEO. “Our third quarter year-to-year revenue comparisons were slightly better than the second quarter and the second quarter was improved over the first. In our view, the initial panic and elimination of retail inventories at the end of 2008 has passed, and we believe demand at the retail and wholesale levels is beginning to build as consumer confidence improves.”

For the third quarter of 2009, the Company reported a net loss of $647,000 or $0.03 per share, as compared to net loss of $2,440,000 or $0.12 per share for the third quarter in 2008. For the nine months ended September 30, 2009 the Company reported a net loss of $1.8 million or a loss of $0.09 per share, as compared to a net loss of $3.7 million or $0.18 per share for the nine months ended September 30, 2008.

“In anticipation of the economic decline in 2009 we took sharp measures early in the year to reduce our costs and position our company for improved earnings as the recession drew to an end. We are seeing the benefit of these actions now, as our year-to-date income from operations exceeds the results in 2008 by nearly $2.0 million despite the decreased revenues,” said Schnell.


Selling expenses for the third quarter of 2009 were $430,000 reflecting a reduction of $447,000 compared to the same period in 2008. Selling expenses for the nine months ended September 30, 2009 were $1,477,000 compared to $2,365,000 for the same period in 2008, for a reduction of $888,000. General and administrative expenses for the third quarter of 2009 were $2,320,000 reflecting a decrease of $198,000 compared to the third quarter in 2008. General and administrative expenses for the nine months ended September 30, 2009 were $6,521,000 as compared to $8,948,000 for the same period in 2008, representing a year-to-date reduction of $2,427,000. The reductions in selling and general and administrative expenses are principally attributable to reductions in our global workforce and associated costs to align our costs with current sales levels. In addition to those savings, operating expenses in the third quarter of 2008 included $1,540,000 in charges associated with losses on marketable securities and the impairment of idle equipment while no such charges were required in 2009.

The net loss for the third quarter and first nine months of 2009 includes net interest expense of $684,000 and $1,982,000, respectively. The interest expense for 2009 reflects an increase of $59,000 and $164,000 for the third quarter and nine months ended September 30, 2009, respectively, as compared to net interest expense for the same periods in 2008. The net loss for the quarter and the nine months includes income tax expense of $164,000 for the third quarter of 2009 and $267,000 for the nine months ended September 30, 2009. The income tax expense is associated with foreign operations. For the three months ended September 30, 2008 the foreign income tax expense was $99,000 and there was a net tax benefit of $112,000 for the nine months ended September 30, 2008.

Conference Call

Talon International will hold a conference call on Monday, November 16, 2009, to discuss its third quarter financial results. Talon’s CEO Lonnie D. Schnell will host the call starting at 4:30 P.M. Eastern Time. A question and answer session will follow the presentation.

To participate in the call, dial the appropriate number 5-10 minutes prior to the start time, request the Talon International conference call and provide the conference ID.

Date:   Monday, November 16, 2009

Time:   4:30 p.m. Eastern Time (1:30 p.m. Pacific Time)

Domestic callers:   1-800-895-0231

International callers:   1-785-424-1054

Conference ID#:   7TALON

A replay of the call will be available after 7:30 p.m. Eastern Time on the same day and until December 16, 2009:

  Toll-free replay number: 1-800-283-5758
International replay number: 1-402-220-0863



Pass code not required.

2

Forward-Looking Statements

This news release contains forward-looking statements made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance and are inherently subject to uncertainties and other factors which could cause actual results to differ materially from the forward-looking statement. These statements are based upon, among other things, assumptions made by, and information currently available to, management, including management’s own knowledge and assessment of the company’s industry, competition and capital requirements, and the potential for growth in zipper sales and other products. Factors which could cause actual results to differ materially from these forward-looking statements include global economic conditions, pricing pressures and other competitive factors, our ability to reduce costs, and the unanticipated loss of major customers, and the level of acceptance of the company’s products by retailers and consumers. These and other risks are more fully described in the company’s filings with the Securities and Exchange Commission, including the Company’s most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which should be read in conjunction herewith for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Talon International, Inc.

Talon International, Inc. is a global supplier of apparel fasteners, trim and interlining products to manufacturers of fashion apparel, specialty retailers, mass merchandisers, brand licensees and major retailers. Talon manufactures and distributes zippers and other fasteners under its Talon® brand, known as the original American zipper invented in 1893. Talon also designs, manufactures, engineers, and distributes apparel trim products and specialty waistbands under its trademark names, Talon, Tag-It and TekFit, to more than 60 apparel brands and manufacturers including Wal-Mart, J.C. Penney, Abercrombie and Fitch, Juicy Couture, Ralph Lauren, Victoria’s Secret, Target Stores, and Express. The company has offices and facilities in the United States, Hong Kong, China, India and Bangladesh.

Company Contact

Talon International, Inc.
Rayna Hernandez
Tel (818) 444-4128
raynah@talonzippers.com

3


TALON INTERNATIONAL, INC.
Consolidated Statements of Operations
(Unaudited
)

Three Months Ended September 30, Nine Months Ended September 30,
2009 2008 2009 2008
 
Net sales     $ 10,426,764   $ 12,772,021   $ 29,526,283   $ 39,778,139  
Cost of goods sold       7,476,061     9,552,669     21,029,966     28,899,918  
   Gross profit       2,950,703     3,219,352     8,496,317     10,878,221  
 
Selling expenses       430,203     877,593     1,477,112     2,365,421  
General and administrative expenses       2,319,592     2,518,048     6,521,422     8,948,448  
Loss on marketable securities (Note 6)           1,040,000         1,040,000  
Impairment loss on idle equipment           500,000         500,000  
   Total operating expenses       2,749,795     4,935,641     7,998,534     12,853,869  
 
Income (loss) from operations       200,908     (1,716,289 )   497,783     (1,975,648 )
Interest expense, net       683,501   624,716   1,981,539   1,817,360
Loss before provision for (benefit from) income taxes       (482,593 )   (2,341,005 )   (1,483,756 )   (3,793,008 )
Provision for (benefit from) income taxes       164,563     99,150     267,073     (112,266 )
Net loss     $ (647,156 ) $ (2,440,155 ) $ (1,750,829 ) $ (3,680,742 )
 
Basic net loss per share     $ (0.03 ) $ (0.12 ) $ (0.09 ) $ (0.18 )
 
Diluted net loss per share     $ (0.03 ) $ (0.12 ) $ (0.09 ) $ (0.18 )
 
Weighted average number of common shares outstanding:    
   Basic       20,291,433     20,291,433     20,291,433     20,291,433  
   Diluted       20,291,433     20,291,433     20,291,433     20,291,433  

4


TALON INTERNATIONAL, INC.
Consolidated Balance Sheets

September 30,
2009
December 31,
2008

Assets

(Unaudited)
Current Assets:            
   Cash and cash equivalents     $ 1,785,750   $ 2,399,717  
   Accounts receivable, net       3,752,368     3,856,613  
   Inventories, net       1,633,895     1,669,149  
   Prepaid expenses and other current assets       601,377     473,955  
Total current assets       7,773,390     8,399,434  
 
Property and equipment, net       2,090,798     2,084,244  
Equipment held for sale       349,767     407,655  
Due from related parties       200,000     200,000  
Intangible assets, net       4,110,751     4,110,751  
Other assets       230,097     400,494  
Total assets     $ 14,754,803   $ 15,602,578  
 
Liabilities and Stockholders' Deficit    
Current liabilities:    
  Accounts payable     $ 6,645,002   $ 7,674,768  
  Accrued legal costs       454,706     383,075  
  Other accrued expenses       2,314,143     2,292,681  
  Revolver note payable       4,988,988      
  Term notes payable, net of discounts       9,485,008      
  Demand notes payable to related parties       227,582     222,264  
  Current portion of capital lease obligations       76,404     182,444  
  Current portion of notes payable       60,480     144,064  
Total current liabilities       24,252,313     10,899,296  
 
Capital lease obligations, net of current portion       24,835     1,910  
Note payable to related party, net of current portion       35,967      
Revolver note payable, net of current portion           4,638,988  
Term notes payable, net of discounts and current portion           8,067,428  
Other long term liabilities       722,900     756,888  
Total liabilities       25,036,015     24,364,510  
 
Commitments and contingencies (Note 13)    
 
Stockholders' Deficit:    
   Preferred stock Series A, $0.001 par value; 250,000 shares authorized; no    
     shares issued or outstanding            
   Common stock, $0.001 par value, 100,000,000 shares authorized;    
     20,291,433 shares issued and outstanding at September 30, 2009    
     and December 31, 2008       20,291     20,291  
  Additional paid-in capital       55,018,775     54,769,072  
  Accumulated deficit       (65,401,861 )   (63,651,032 )
  Accumulated other comprehensive income       81,583     99,737  
Total stockholders' deficit       (10,281,212 )   (8,761,932 )
Total liabilities and stockholders' deficit     $ 14,754,803   $ 15,602,578  



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