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8-K - 8-K - AMERICAN APPAREL, INCaai8-ker_2014q1.htm


Exhibit 99.1
AMERICAN APPAREL, INC. REPORTS FIRST QUARTER FINANCIAL RESULTS

LOS ANGELES, May 12, 2014 - American Apparel, Inc. (NYSE MKT: APP), a vertically integrated manufacturer, distributor, and retailer of branded fashion-basic apparel, announced financial results for its first quarter ended March 31, 2014.
Financial Performance Summary for the First Quarter of 2014
Net sales decreased 1% to $137.1 million on a 7% decrease in comparable store sales and a 7% increase in wholesale net sales.
Gross profit declined 1% to $72.0 million in the first quarter of 2014.
Operating expenses decreased 5% to $79.5 million in the first quarter of 2014.
Adjusted EBITDA improved by $2.1 million to $1.4 million for the first quarter of 2014 versus loss of $0.7 million for the first quarter of 2013.
Dov Charney, CEO of American Apparel indicated: We are encouraged by our first quarter performance with our achieved results ahead of our 2014 business plan. The results of our cost control efforts are being seen in all areas of the business and we are now fully focused on measures to improve top line performance.
Operating Results
Comparing the first quarter 2014 to the first quarter 2013, net sales decreased 1% to $137.1 million on a 7% decrease in comparable store sales in the retail and online business and a 7% increase in net sales in the wholesale business. The following delineates the components of the changes for the quarterly periods ended March 31, 2014 and 2013 as compared to the corresponding quarter of the prior year:
 
2014 First Quarter
2013 First Quarter
Comparable Store Sales
(7)%
5%
Comparable Online Sales
3%
24%
Comparable Retail & Online
(5)%
8%
Wholesale Net Sales
7%
1%
Total Net Sales
(1)%
4%
Gross profit was $72.0 million for the first quarter 2014 versus $72.9 million for the first quarter 2013. Gross margin decreased to 52.5% for the first quarter 2014 versus 52.8% for the first quarter 2013. The decrease in the gross margin was primarily due to a relative increase in the mix of lower-margin wholesale net sales.
Operating expense was $79.5 million for the first quarter 2014 versus $83.3 million for the first quarter 2013. As a percent of sales, operating expenses decreased to 58.0% for the first quarter 2014 versus 60.4% for the first quarter 2013. The decrease includes approximately $3 million in lower payroll and associated costs, advertising and marketing, and professional fees. The reductions are largely as a result of cost reduction efforts. In addition stock compensation expense was lower by $2.3 million and equipment lease expense increased $1.0 million. In the first quarter quarter 2014 the Company incurred $0.5 million in retail store impairment charges versus $0.1 million in the first quarter 2013.
Other income for the first quarter 2014 was $2.5 million as compared with other expense of $35.6 million in the first quarter 2013. The $38.1 million change was primarily the result of an unrealized gain





for the change in fair value of warrants of $12.7 million incurred in the first quarter 2014 as compared to an unrealized loss of $23.6 million in the first quarter 2013. For further explanation, please see "Explanation of Unrealized Gain (loss) of Change in Fair Value of Warrants."
Adjusted EBITDA increased to $1.4 million for the first quarter 2014 versus a loss of $0.7 million for the first quarter 2013. Please refer to Table A for a reconciliation of consolidated Adjusted EBITDA, a non-GAAP financial measure, to consolidated net loss.
Income tax provision in the first quarter 2014 was $0.5 million versus $0.5 million for the first quarter 2013. In accordance with U.S. GAAP, the Company has discontinued recognizing potential tax benefits associated with net operating loss carryovers.
Net loss for the first quarter 2014 was $5.5 million or $0.05 per common share, versus a net loss of $46.5 million, or $0.42 per common share for the first quarter 2013.
Fully-diluted weighted average shares outstanding were 111.6 million in the first quarter 2014 versus 109.9 million for the first quarter 2013. As of May 1, 2014 there were approximately 173.5 million shares outstanding. As of April 30, 2014 the Company had $18.3 million available for borrowing under its revolving credit agreement.
Explanation of Unrealized Gain (loss) of Change in Fair Value of Warrants
Lion Capital currently holds 24.5 million warrants to purchase American Apparel common stock at a price of $0.66 per share and as the share price of American Apparel’s stock increases the fair value of the warrant liability recorded on the balance sheet increases and the Company records an expense to recognize the increase in the fair value of the warrant liability. Conversely, when the share price of American Apparel’s stock decreases, the Company records a gain to recognize the related reduction in the fair value of the warrant liability on the balance sheet. Although the income statement impacts associated with the warrants are appropriate and required under GAAP, they do not impact the operating performance of the Company nor do the credits and charges have an impact on cash balances since the liability recorded is not an obligation that will be settled with cash. Instead, these warrants will be reclassified to equity when they are exercised.
Company Outlook
The Company reaffirms its prior estimate of Adjusted EBITDA for 2014 of $40 million to $50 million.

About American Apparel
American Apparel is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of March 31, 2014, American Apparel had approximately 10,000 employees and operated 249 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, Netherlands, Spain, Sweden, Switzerland, Australia, Japan, South Korea, and China. American Apparel also operates a global e-commerce site that serves over 60 countries worldwide at http://www.americanapparel.com. In addition, American Apparel operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers.

This press release, and other statements that the Company may make, may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and include statements regarding, among other things, the Company's future financial condition and liquidity including the impact of compliance with, and availability under, our debt instruments, results of operations, and future business plans and expectations, including statements related to the effect of, and our expectations with respect to, the operation of our new distribution center and future cost, inventory and sales impacts related thereto. Such forward-looking statements are based upon the current beliefs and expectations of American Apparel's management, but are subject to risks and uncertainties, which could cause actual results and/or the timing of events to differ materially from those set forth in the forward-looking statements, including, among others: our ability to generate or obtain from external sources sufficient liquidity for operations and debt service; our financial condition, operating results and projected cash flows; consequences of our significant indebtedness, including our relationship with our lenders and our ability to comply





with our debt agreements and generate cash flow to service our debt, and the risk of acceleration of borrowings thereunder as a result of noncompliance; disruptions in the global financial markets; our ability to maintain compliance with the exchange rules of the NYSE MKT, LLC; adverse changes in our credit ratings and any related impact on financial costs and structure; continued compliance with U.S. and foreign government regulations, legislation, and regulatory environments, including environmental, immigration, labor, and occupational health and safety laws and regulations; loss of U.S. import protections or changes in duties, tariffs and quotas, and other risks associated with our foreign operations and foreign supply sources, including disruption of markets and foreign supply sources; changes in import and export laws, currency restrictions, and currency exchange rate fluctuations; the highly competitive and evolving nature of our business in the U.S. and internationally; changes in the level of consumer spending or preferences or demand for our products; our ability to pass on the added cost of raw materials and labor to customers; our ability to attract customers to our stores; the availability of store locations at appropriate terms and our ability to identify locations and negotiate new store leases effectively and to open new stores and expand internationally; loss or reduction in sales to our wholesale or retail customers or financial nonperformance by our wholesale customers; risks that our suppliers or distributors may not timely produce or deliver our products; changes in the cost of materials and labor, including increases in the price of raw materials in the global market and increases in minimum wage; our ability to effectively carry out and manage our strategy, including growth and expansion both in the U.S. and internationally; technological changes in manufacturing, wholesaling, or retailing; our ability to successfully implement our strategic, operating, financial and personnel initiatives; changes in key personnel, our ability to hire and retain key personnel, and our relationship with our employees; our ability to maintain the value and image of our brand and protect our intellectual property rights; our ability to improve manufacturing efficiency at our production facilities; our ability to operate our distribution facility located in La Mirada, California without further unanticipated costs or negative sales impacts, including the ability to achieve, as and when planned, labor cost reductions; location of our facilities in the same geographic area; the risk, including costs and timely delivery issues associated therewith, that information technology systems changes may disrupt our supply chain or operations and could impact our cash flow and liquidity, and our ability to upgrade our information technology infrastructure and other risks associated with the systems that operate our online retail operations; our ability to effectively manage inventory levels; our ability to renew leases at existing locations on economic terms; risks associated with the recent downturn in apparel spending in the United States;
litigation and other inquiries and investigations, including the risks that we, our officers, or directors in cases where indemnification applies, will not be successful in defending any proceedings, lawsuits, disputes, claims or audits, and that exposure could exceed expectations or insurance coverage; tax assessments by domestic or foreign governmental authorities, including import or export duties on our products and the applicable rates for any such taxes or duties; the adoption of new accounting standards or changes in interpretations of accounting principles; seasonality and fluctuations in comparable store sales and wholesale net sales and associated margins; general economic conditions, including increases in interest rates, geopolitical events, other regulatory changes and inflation or deflation; disruptions due to severe weather or climate change; disruptions due to earthquakes, flooding, tsunamis or other natural disasters; and other risks detailed in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2013. The Company's filings with the SEC are available at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. The forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Contact:
American Apparel, Inc.
John J. Luttrell
Chief Financial Officer
(213) 488-0226





AMERICAN APPAREL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts and shares in thousands, except per share amounts)
(unaudited)

 
 
Three Months Ended March 31,
 
 
 
2014
 
2013
 
Net sales
$
137,096

 
$
138,060

 
 
 
 
 
 
Cost of sales
65,122

 
65,192

 
 
 
 
 
 
 
 
Gross profit
71,974

 
72,868

 
 
 
 
 
 
 
Operating expenses
79,470

 
83,345

 
 
 
 
 
 
 
 
Loss from operations
(7,496
)
 
(10,477
)
 
 
 
 
 
 
 
Interest expense
10,039

 
11,214

 
Foreign currency transaction loss
132

 
713

 
Unrealized (gain) loss on change
 
 
 
 
 
in fair value of warrants
(12,667
)
 
23,645

 
Other income
(8
)
 
(5
)
 
 
 
 
 
 
 
 
Loss before income taxes
(4,992
)
 
(46,044
)
 
Income tax provision
474

 
467

 
 
 
 
 
 
 
 
Net Loss
$
(5,466
)
 
$
(46,511
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss per share, basic and diluted
$
(0.05
)
 
$
(0.42
)
 
 
 
 
 
 
Weighted average shares outstanding, basic and diluted
111,554

 
109,918

 
 








AMERICAN APPAREL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(unaudited)
 
March 31, 2014
 
December 31, 2013
ASSETS
 
 
 
CURRENT ASSETS
 
 
 
Cash
$
16,683

 
$
8,676

Trade accounts receivable, net of allowances
22,041

 
20,701

Prepaid expenses and other current assets
13,367

 
15,636

Inventories, net
163,652

 
169,378

Income taxes receivable and prepaid income taxes
350

 
306

Deferred income taxes, net of valuation allowance
604

 
599

Total current assets
216,697

 
215,296

PROPERTY AND EQUIPMENT, net
65,607

 
69,303

DEFERRED INCOME TAXES, net of valuation allowance
2,425

 
2,426

OTHER ASSETS, net
46,761

 
46,727

TOTAL ASSETS
$
331,490

 
$
333,752

LIABILITIES AND STOCKHOLDERS' DEFICIT
 

 
 

CURRENT LIABILITIES
 

 
 

Cash overdraft
$
4

 
$
3,993

Revolving credit facilities and current portion of long-term debt
29,469

 
44,042

Accounts payable
40,174

 
38,290

Accrued expenses and other current liabilities
53,952

 
50,018

Fair value of warrant liability
8,287

 
20,954

Income taxes payable
1,837

 
1,742

Deferred income tax liability, current
1,241

 
1,241

Current portion of capital lease obligations
1,177

 
1,709

Total current liabilities
136,141

 
161,989

LONG-TERM DEBT, net of unamortized discount
214,586

 
213,468

CAPITAL LEASE OBLIGATIONS, net of current portion
5,866

 
5,453

DEFERRED TAX LIABILITY
529

 
536

DEFERRED RENT, net of current portion
15,891

 
18,225

OTHER LONG-TERM LIABILITIES
12,149

 
11,485

TOTAL LIABILITIES
385,162

 
411,156

 
 
 
 
STOCKHOLDERS' DEFICIT
 

 
 

Common stock
17

 
11

Additional paid-in capital
215,135

 
185,472

Accumulated other comprehensive loss
(4,777
)
 
(4,306
)
Accumulated deficit
(261,890
)
 
(256,424
)
Less: Treasury stock
(2,157
)
 
(2,157
)
TOTAL STOCKHOLDERS' DEFICIT
(53,672
)
 
(77,404
)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
$
331,490

 
$
333,752







AMERICAN APPAREL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(unaudited)

 
Three Months Ended March 31,
 
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Cash received from customers
$
136,815

 
$
137,654

Cash paid to suppliers, employees and others
(130,984
)
 
(139,649
)
Income taxes (paid) refunded
(403
)
 
9

Interest paid
(1,521
)
 
(4,040
)
Other
8

 
18

Net cash provided by (used in) operating activities
3,915

 
(6,008
)
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Capital expenditures
(3,958
)
 
(7,354
)
Proceeds from sale of fixed assets
30

 
12

Restricted cash

 
(622
)
Net cash used in investing activities
(3,928
)
 
(7,964
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Cash overdraft
(3,989
)
 
1,340

(Repayments) borrowings under current revolving credit facilities, net
(14,557
)
 
7,624

Repayments of term loans and notes payable
(50
)
 
(3
)
Payments of debt issuance costs
(372
)
 
(1,678
)
Net proceeds from issuance of common stock
28,554

 

Payment of payroll statutory tax withholding on share-based compensation associated with issuance of common stock
(125
)
 
(112
)
Repayments of capital lease obligations
(137
)
 
(176
)
Net cash provided by financing activities
9,324

 
6,995

 
 
 
 
EFFECT OF FOREIGN EXCHANGE RATE ON CASH
(1,304
)
 
(300
)
 
 
 
 
NET INCREASE (DECREASE) IN CASH
8,007

 
(7,277
)
CASH, beginning of period
8,676

 
12,853

CASH, end of period
$
16,683

 
$
5,576











AMERICAN APPAREL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Amounts in thousands)
(unaudited)

 
Three Months Ended March 31,
 
2014
 
2013
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
 
 
 
Net loss
$
(5,466
)
 
$
(46,511
)
Depreciation and amortization of property and equipment, and other assets
6,715

 
6,031

Retail store impairment
499

 
78

Loss on disposal of property and equipment

 
13

Share-based compensation expense
1,115

 
3,547

Unrealized (gain) loss on change in fair value of warrants
(12,667
)
 
23,645

Amortization of debt discount and deferred financing costs
597

 
2,610

Accrued interest paid-in-kind
1,030

 
4,564

Foreign currency transaction loss
132

 
713

Allowance for inventory shrinkage and obsolescence
121

 
254

Bad debt expense
139

 
139

Deferred rent
(2,222
)
 
(448
)
Changes in cash due to changes in operating assets and liabilities:
 
 
 
Trade accounts receivables
(420
)
 
(545
)
Inventories
5,445

 
(4,811
)
Prepaid expenses and other current assets
2,288

 
220

Other assets
(235
)
 
(1,825
)
Accounts payable
2,424

 
3,999

Accrued expenses and other liabilities
4,349

 
1,859

Income taxes receivable/payable
71

 
460

Net cash provided by (used in) operating activities
$
3,915

 
$
(6,008
)
 
 
 
 









AMERICAN APPAREL, INC. AND SUBSIDIARIES
BUSINESS SEGMENT INFORMATION
(Amounts in thousands)
(unaudited)
The following table presents key financial information for American Apparel's business segments before unallocated corporate expenses:
 
 
Three Months Ended March 31, 2014
 
U.S. Wholesale
 
U.S. Retail
 
Canada
 
International
 
Consolidated
Net sales to external customers
$
48,737

 
$
42,465

 
$
10,460

 
$
35,434

 
$
137,096

Gross profit
17,305

 
26,766

 
5,609

 
22,294

 
71,974

Income (loss) from segment operations
9,720

 
(4,714
)
 
(345
)
 
(899
)
 
3,762

Depreciation and amortization
2,178

 
3,114

 
401

 
1,022

 
6,715

Capital expenditures
1,205

 
1,139

 
112

 
1,502

 
3,958

Retail store impairment

 
49

 

 
450

 
499

Deferred rent benefit
(447
)
 
(1,632
)
 
(48
)
 
(95
)
 
(2,222
)
 
 
 
Three Months Ended March 31, 2013
 
U.S. Wholesale
 
U.S. Retail
 
Canada
 
International
 
Consolidated
Net sales to external customers
$
44,422

 
$
44,344

 
$
12,357

 
$
36,937

 
$
138,060

Gross profit
12,327

 
29,191

 
7,420

 
23,930

 
72,868

Income (loss) from segment operations
5,383

 
(2,447
)
 
(652
)
 
813

 
3,097

Depreciation and amortization
1,603

 
2,970

 
433

 
1,025

 
6,031

Capital expenditures
3,076

 
2,900

 
183

 
1,195

 
7,354

Retail store impairment

 
78

 

 

 
78

Deferred rent expense (benefit)
20

 
(212
)
 
(131
)
 
(125
)
 
(448
)








AMERICAN APPAREL, INC. AND SUBSIDIARIES
BUSINESS SEGMENT INFORMATION (continued)
(Amounts in thousands)
(unaudited)

 
 
Three Months Ended March 31,
 
Reconciliation to Loss before Income Taxes
2014
 
2013
 
Income from segment operations
$
3,762

 
$
3,097

 
Unallocated corporate expenses
(11,258
)
 
(13,574
)
 
Interest expense
(10,039
)
 
(11,214
)
 
Foreign currency transaction loss
(132
)
 
(713
)
 
Unrealized gain (loss) on change in fair value of warrants
12,667

 
(23,645
)
 
Other income
8

 
5

 
Consolidated loss before income taxes
$
(4,992
)
 
$
(46,044
)
 

 
Three Months Ended March 31,
 
Net sales to external customers
2014
 
2013
 
 
 
 
 
 
U.S. Wholesale
 
 
 
 
Wholesale
$
38,237

 
$
34,708

 
Online consumer
10,500

 
9,714

 
Total
$
48,737

 
$
44,422

 
 
 
 
 
 
U.S. Retail
$
42,465

 
$
44,344

 
 
 
 
 
 
Canada
 
 
 
 
Wholesale
$
1,909

 
$
2,579

 
Retail
7,759

 
9,112

 
Online consumer
792

 
666

 
Total
$
10,460

 
$
12,357

 
 
 
 
 
 
International
 
 
 
 
Wholesale
$
1,800

 
$
1,941

 
Retail
29,678

 
30,452

 
Online consumer
3,956

 
4,544

 
Total
$
35,434

 
$
36,937

 
 
 
 
 
 
Consolidated
 
 
 
 
Wholesale
$
41,946

 
$
39,228

 
Retail
79,902

 
83,908

 
Online consumer
15,248

 
14,924

 
Total
$
137,096

 
$
138,060

 







Table A
American Apparel, Inc. and Subsidiaries
Calculation and Reconciliation of Consolidated Adjusted EBITDA
(Amounts in thousands)
(unaudited)
In addition to its GAAP results, American Apparel considers non-GAAP measures of its performance. Adjusted EBITDA, as defined below, is an important supplemental financial measure of American Apparel's performance that is not required by, or presented in accordance with, GAAP. EBITDA represents net income (loss) before income taxes, interest expense and depreciation and amortization. Consolidated Adjusted EBITDA represents EBITDA further adjusted for other expense (income), foreign currency loss (gain), retail store impairment, and share based compensation expense. American Apparel's management uses Adjusted EBITDA as a financial measure to assess the ability of its assets to generate cash sufficient to pay interest on its indebtedness, meet capital expenditure and working capital requirements, pay taxes, and otherwise meet its obligations as they become due. American Apparel's management believes that the presentation of Adjusted EBITDA provides useful information regarding American Apparel's results of operations because they assist in analyzing and benchmarking the performance and value of American Apparel's business. American Apparel believes that Adjusted EBITDA is useful to stockholders as a measure of comparative operating performance, as it is less susceptible to variances in actual performance resulting from depreciation and amortization and more reflective of changes in pricing decisions, cost controls and other factors that affect operating performance.

Adjusted EBITDA also is used by American Apparel's management for multiple purposes, including:
to calculate and support various coverage ratios with American Apparel's lenders
to allow lenders to calculate total proceeds they are willing to loan to American Apparel based on its relative strength compared to its competitors
to more accurately compare American Apparel's operating performance from period to period and company to company by eliminating differences caused by variations in capital structures (which affect relative interest expense), tax positions and amortization of intangibles.

In addition, Adjusted EBITDA is an important valuation tool used by potential investors when assessing the relative performance of American Apparel in comparison to other companies in the same industry. Although American Apparel uses Adjusted EBITDA as a financial measure to assess the performance of its business, there are material limitations to using a measure such as Adjusted EBITDA, including the difficulty associated with using it as the sole measure to compare the results of one company to another and the inability to analyze significant items that directly affect a company's net income (loss) or operating income because it does not include certain material costs, such as interest and taxes, necessary to operate its business. In addition, American Apparel's calculation of Adjusted EBITDA may not be consistent with similarly titled measures of other companies and should be viewed in conjunction with measures that are computed in accordance with GAAP. American Apparel's management compensates for these limitations in considering Adjusted EBITDA in conjunction with its analysis of other GAAP financial measures, such as net income (loss).










Table A (continued)
American Apparel, Inc. and Subsidiaries
Calculation and Reconciliation of Consolidated Adjusted EBITDA
(Amounts in thousands)
(unaudited)
 
 
Three Months Ended
 
 
 
March 31
 
 
 
2014
 
2013
 
Net Loss
 
$
(5,466
)
 
$
(46,511
)
 
Income tax provision
 
474

 
467

 
Interest expense
 
10,039

 
11,214

 
Depreciation and amortization
 
6,715

 
6,031

 
Unrealized (gain) loss on change in fair value of warrants
 
(12,667
)
 
23,645

 
Share-based compensation expense
 
1,115

 
3,547

 
Foreign currency transaction loss
 
132

 
713

 
Retail store impairment
 
499

 
78

 
Other adjustments
 
572

 
123

 
Consolidated Adjusted EBITDA
 
$
1,413

 
$
(693
)