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8-K - AMERICAN APPAREL, INCaai8-k_20120510.htm


Exhibit 99.1


AMERICAN APPAREL, INC. REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS AND REAFFIRMS OUTLOOK FOR FULL YEAR 2012

LOS ANGELES, May 10, 2012 - American Apparel, Inc. (NYSE Amex: APP), a vertically integrated manufacturer, distributor, and retailer of branded fashion-basic apparel, announced financial results for its first quarter ended March 31, 2012.

John Luttrell, Chief Financial Officer of American Apparel, Inc. stated, “We are pleased with our first quarter results and solid improvements across all of our businesses. Our wholesale and online channels both reported record sales for the quarter, and we are highly encouraged by the continued momentum in comparable sales from our retail stores, both domestic and international. Though the first quarter is historically our slowest quarter of the year, significant sales growth and the related leveraging of fixed costs helped us meaningfully reduce our EBITDA loss. We expect key initiatives in the areas of merchandise planning, supply chain, IT systems, and inventory control to drive further sales and expense improvements for the balance of the year. Accordingly, we reiterate our adjusted EBITDA guidance of $32 to $40 million for the full year 2012.”

Comparing the first quarter 2012 to the corresponding period last year, net sales increased 14% to $132.7 million on a 16% increase in comparable store sales in the retail business, a 17% increase in net sales in the wholesale business and a 5% decrease in the average number of stores.

The following delineates the components of the increases for the quarterly period ended March 31, 2012 and March 31, 2011 as compared to the corresponding quarter of the prior year:

 
2012 First Quarter
2011 First Quarter
Comparable Store Sales
14%
(8)%
Comparable Online Sales
25%
27%
Comparable Store & Online
16%
(5)%
Wholesale Net Sales
17%
(4)%

Gross margin for the first quarter of 2012 was 52.8% versus 54.8% for the corresponding period last year. The decrease in gross margin was primarily driven by lower production volume that resulted in lower absorption of our fixed overhead costs, partially offset by lower yarn costs.

As a percent of revenue, operating expenses for the first quarter of 2012 decreased 590 basis points to 60.2% from 66.1% for the first quarter of 2011. The decrease was primarily due to a reduction in corporate overhead expenses and the fixed cost leverage as a result of increased sales.

Other income for the first quarter of 2012 was $2.2 million versus an expense of $7.3 million in the comparable quarter last year. The change of $9.5 million was primarily due to a gain on extinguishment of debt, offset by increased interest expense due to a higher balance of outstanding debt.

The first quarter of 2012 net loss included an income tax provision of $0.3 million versus $0.4 million in the first quarter of 2011. In accordance with U.S. GAAP, the Company has discontinued recognizing potential tax benefits associated with current operating losses. As of March 31, 2012, the Company had available Federal net operating loss carry forwards of approximately $75.7 million and unused Federal and State tax credits of $16.2 million.

Net loss for the first quarter of 2012 was $7.9 million, or $0.07 per common share, compared to net loss for the first quarter of 2011 of $20.7 million, or $0.28 per common share. Weighted average shares outstanding were 105.7 million in the first quarter of 2012 versus 74.1 million for the first quarter of 2011.
As of May 1, 2012 there were approximately 105.9 million shares outstanding.






Consolidated Adjusted EBITDA loss narrowed to $2.1 million from a loss of $4.9 million in 2011's first quarter. For a reconciliation of consolidated adjusted EBITDA, a non-GAAP financial measure, to consolidated net loss, please refer to the Table A attached to this press release.

2012 Outlook

For 2012, the Company is reiterating its adjusted EBITDA outlook of $32 million to $40 million. This outlook assumes net sales of $570 million to $590 million and a gross profit margin of 54% to 55%. Capital expenditures are estimated at $15.9 million for 2012, with a modest number of new store openings.

Today's Conference Call

The company will conduct a conference call for investors at 1:30 p.m. PT today to discuss first quarter 2012 results and its outlook for the full year 2012. The conference call will be in a “listen-only” mode for all participants other than the sell-side and buy-side investment professionals who regularly follow the Company. The toll-free phone number for the call is (800) 706-7745 or (617) 614-3472 and the access code is 21133882. Callers should dial in approximately 15 minutes prior to the scheduled start time. A telephonic replay will be available at (888) 286-8010 or (617) 801-6888, access code: 15809078, from 3:30 p.m. PT Thursday, May 10, 2012 to 11:59 p.m. PT on Thursday, May 24, 2012. Investors may also access the live call or the replay over the internet at: http://media-server.com/m/p/e87nuho6 or http://investors.americanapparel.net.

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, 2012, 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, Israel, Australia, Japan, South Korea, and China. American Apparel also operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers. In addition to its retail stores and wholesale operations, American Apparel operates an online retail e-commerce website at http://www.americanapparel.net.
 
Safe Harbor Statement
 
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, results of operations and plans and the Company's prospects and strategies for future growth and cost savings. 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: the ability to generate sufficient liquidity for operations and debt service; changes in the level of consumer spending or preferences or demand for the Company's products; increasing competition, both in the U.S. and internationally; the evolving nature of the Company's business; the Company's ability to hire and retain key personnel and the Company's relationship with its employees; suitable store locations and the Company's ability to attract customers to its stores; the availability of store locations at appropriate terms and the Company's ability to identify and negotiate new store locations effectively and to open new stores and expand internationally; effectively carrying out and managing the Company's strategy, including growth and expansion both in the U.S. and internationally; disruptions in the global financial markets; failure to maintain the value and image of the Company's brand and protect its intellectual property rights; declines in comparable store sales and wholesale revenues; financial nonperformance by the Company's wholesale customers; the adoption of new accounting pronouncements or changes in interpretations of accounting principles; seasonality of the business; consequences of the Company's significant indebtedness, including the Company's relationships with its lenders and the Company's ability to comply with its debt agreements, including the risk of acceleration of borrowings thereunder as a result of noncompliance; the Company's ability to generate cash flow to service its debt; the Company's liquidity and losses from operations; the Company's ability to develop and implement plans to improve its operations and financial position; costs of materials and labor, including increases in the price of yarn and the cost of certain related fabrics; the Company's ability to pass on the added cost of raw materials to its wholesale and





retail customers; the Company's ability to improve manufacturing efficiency at its production facilities; the Company's ability to effectively manage inventory and inventory reserves; location of the Company's facilities in the same geographic area; manufacturing, supply or distribution difficulties or disruptions; risks of financial nonperformance by customers; investigations, enforcement actions and litigation, including exposure from which could exceed expectations; compliance with or changes in U.S. and foreign government laws and regulations, legislation and regulatory environments, including environmental, immigration, labor and occupational health and safety laws and regulations; costs as a result of operating as a public company; material weaknesses in internal controls; interest rate and foreign currency risks; loss of U.S. import protections or changes in duties, tariffs and quotas and other risks associated with international business including disruption of markets and foreign supply sources and changes in import and export laws; technological changes in manufacturing, wholesaling, or retailing; the Company's ability to upgrade its information technology infrastructure and other risks associated with the systems that are used to operate the Company's online retail operations and manage the Company's other operations; adverse changes in its credit ratings and any related impact on financing costs and structure; general economic and industry conditions, including U.S. and worldwide economic conditions; disruptions due to severe weather or climate change; 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, 2011. 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.

Contacts:
John Luttrell
Chief Financial Officer
(213) 488-0226

John Rouleau
Managing Director
ICR, Inc.
(203) 682-8342








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

 
Three Months Ended March 31,
 
2012
 
2011
Net sales
$
132,660

 
$
116,067

Cost of sales
62,604

 
52,429

Gross profit
70,056

 
63,638

 
 
 
 
Operating expenses
79,851

 
76,729

Loss from operations
(9,795
)
 
(13,091
)
 
 
 
 
Interest expense
9,553

 
7,131

Foreign currency transaction gain
(950
)
 
(811
)
Unrealized loss (gain) on change in fair value of warrants
651

 
(2,100
)
(Gain) loss on extinguishment of debt
(11,588
)
 
3,114

Other expense (income)
128

 
(36
)
Loss before income taxes
(7,589
)
 
(20,389
)
Income tax provision
302

 
356

Net loss
$
(7,891
)
 
$
(20,745
)
 
 
 
 
Basic and diluted loss per share
$
(0.07
)
 
$
(0.28
)
Weighted average basic and diluted shares outstanding
105,707

 
74,143

 
 
 
 
 








AMERICAN APPAREL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(unaudited)
 
March 31, 2012

 
December 31, 2011

ASSETS
 
 
 
CURRENT ASSETS
 
 
 
Cash
$
7,302

 
$
10,293

Trade accounts receivable, net of allowances
19,881

 
20,939

Prepaid expenses and other current assets
9,409

 
7,631

Inventories, net
186,834

 
185,764

Restricted cash
6,802

 

Income taxes receivable and prepaid income taxes
5,473

 
5,955

Deferred income taxes, net of valuation allowance
136

 
148

Total current assets
235,837

 
230,730

PROPERTY AND EQUIPMENT, net
65,291

 
67,438

DEFERRED INCOME TAXES, net of valuation allowance
1,483

 
1,529

OTHER ASSETS, net
28,776

 
25,024

TOTAL ASSETS
$
331,387

 
$
324,721

LIABILITIES AND STOCKHOLDERS' EQUITY
 

 
 

CURRENT LIABILITIES
 

 
 

Cash overdraft
$
2,035

 
$
1,921

Revolving credit facilities and current portion of long-term debt
71,103

 
50,375

Accounts payable
35,849

 
33,920

Accrued expenses and other current liabilities
36,979

 
43,725

Fair value of warrant liability
13,766

 
9,633

Income taxes payable
3,111

 
2,445

Deferred income tax liability, current
151

 
150

Current portion of capital lease obligations
1,121

 
1,181

Total current liabilities
164,115

 
143,350

LONG-TERM DEBT, net of unamortized discount
88,685

 
97,142

CAPITAL LEASE OBLIGATIONS, net of current portion
1,514

 
1,726

DEFERRED TAX LIABILITY
105

 
96

DEFERRED RENT, net of current portion
22,408

 
22,231

OTHER LONG-TERM LIABILITIES
12,149

 
12,046

TOTAL LIABILITIES
288,976

 
276,591

 
 
 
 
STOCKHOLDERS' EQUITY
 

 
 

Common stock
11

 
11

Additional paid-in capital
168,328

 
166,486

Accumulated other comprehensive loss
(3,025
)
 
(3,356
)
Accumulated deficit
(120,746
)
 
(112,854
)
Less: Treasury stock
(2,157
)
 
(2,157
)
TOTAL STOCKHOLDERS' EQUITY
42,411

 
48,130

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
331,387

 
$
324,721












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

 
Three Months Ended March 31,
 
2012
 
2011
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Cash received from customers
$
133,818

 
$
116,723

Cash paid to suppliers, employees and others
(141,724
)
 
(120,634
)
Income taxes refunded (paid)
745

 
(1,348
)
Interest paid
(1,376
)
 
(1,185
)
Other
(109
)
 
30

Net cash used in operating activities
(8,646
)
 
(6,414
)
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Capital expenditures
(3,690
)
 
(2,531
)
Proceeds from sale of fixed assets
34

 
21

Restricted cash
(6,802
)
 

Net cash used in investing activities
(10,458
)
 
(2,510
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Cash overdraft
114

 
(1,719
)
(Repayments) borrowings under expired revolving credit facilities, net
(45,121
)
 
5,395

Borrowings under new revolving credit facilities, net
35,785

 

Borrowing of term loans and notes payable
29,997

 

Payment of debt issuance costs
(4,696
)
 
(933
)
Net proceeds from issuance of common stock

 
2,000

Proceeds from equipment lease financing

 
3,100

Repayment of capital lease obligations
(271
)
 
(353
)
Net cash provided by financing activities
15,808

 
7,490

 
 
 
 
EFFECT OF FOREIGN EXCHANGE RATE ON CASH
305

 
(8
)
 
 
 
 
NET DECREASE IN CASH
(2,991
)
 
(1,442
)
CASH, beginning of period
10,293

 
7,656

CASH, end of period
$
7,302

 
$
6,214











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

 
Three Months Ended March 31,
 
2012
 
2011
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES
 
 
 
Net loss
$
(7,891
)
 
$
(20,745
)
  Depreciation and amortization of property and equipment and other assets
5,852

 
6,634

  Retail store impairment charges

 
650

  Loss (gain) on disposal of property and equipment
18

 
(4
)
  Stock-based compensation expense
1,842

 
871

  Unrealized loss (gain) on change in fair value of warrants
651

 
(2,100
)
  Amortization of debt discount and deferred financing costs
2,943

 
1,795

  (Gain) loss on extinguishment of debt
(11,588
)
 
3,114

  Accrued interest - paid in kind
5,234

 
4,150

  Foreign currency transaction gain
(950
)
 
(811
)
  Allowance for inventory shrinkage and obsolescence
128

 
(10
)
  Bad debt expense
41

 
320

  Deferred income taxes
(7
)
 
645

  Deferred rent
(8
)
 
(990
)
  Changes in cash due to changes in operating assets and liabilities
 
 
 
    Trade accounts receivables
1,117

 
334

    Inventories
(93
)
 
(12,746
)
    Prepaid expenses and other current assets
(1,668
)
 
1,719

    Other assets
(583
)
 
559

    Accounts payable
2,333

 
13,774

    Accrued expenses and other liabilities
(7,043
)
 
(1,936
)
    Income taxes receivable / payable
1,026

 
(1,637
)
Net cash used in operating activities
$
(8,646
)
 
$
(6,414
)
 
 
 
 
NON-CASH INVESTING AND FINANCING ACTIVITIES
 
 
 
Property and equipment acquired and included in accounts payable
$
532

 
$
305

Reclassification of Lion Warrant from equity to debt

 
11,339

Conversion of debt to equity

 
4,688

Issuance of warrants at fair value

 
668










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, 2012
 
U.S. Wholesale 
 
U.S. Retail
 
Canada
 
International
 
Consolidated
Net sales to external customers
$
41,335

 
$
42,609

 
$
13,338

 
$
35,378

 
$
132,660

Gross profit
11,758

 
28,288

 
7,068

 
22,942

 
70,056

Income (loss) from segment operations
6,526

 
(3,104
)
 
(2,714
)
 
597

 
1,305

Depreciation and amortization
1,738

 
2,645

 
339

 
1,130

 
5,852

Capital expenditures
1,093

 
1,444

 
512

 
641

 
3,690

Deferred rent expense (benefit)
49

 
117

 
(48
)
 
(126
)
 
(8
)
 
 
 
Three Months Ended March 31, 2011
 
U.S. Wholesale
 
U.S. Retail
 
Canada
 
International
 
Consolidated
Net sales to external customers
$
34,650

 
$
37,020

 
$
12,629

 
$
31,768

 
$
116,067

Gross profit
11,088

 
24,739

 
7,956

 
19,855

 
63,638

Income (loss) from segment operations
6,443

 
(4,995
)
 
(880
)
 
(1,622
)
 
(1,054
)
Depreciation and amortization
2,167

 
2,696

 
433

 
1,338

 
6,634

Capital expenditures
1,008

 
1,034

 
79

 
410

 
2,531

Retail store impairment charges

 
110

 
2

 
538

 
650

Deferred rent expense (benefits)
78

 
(920
)
 
(22
)
 
(126
)
 
(990
)


 








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

 
 
Three Months Ended March 31,
Reconciliation to Loss before Income Taxes
2012
 
2011
Income (loss) from segment operations
$
1,305

 
$
(1,054
)
Unallocated corporate expenses
(11,100
)
 
(12,037
)
Interest expense
(9,553
)
 
(7,131
)
Unrealized (loss) gain on change in fair value of warrants
(651
)
 
2,100

Foreign currency transaction gain
950

 
811

Gain (loss) on extinguishment of debt
11,588

 
(3,114
)
Other (expense) income
(128
)
 
36

Consolidated loss before income taxes
$
(7,589
)
 
$
(20,389
)

 
Three Months Ended March 31,
Net sales to external customers
2012
 
2011
 
 
 
 
U.S. Wholesale
 
 
 
Wholesale
$
33,920

 
$
29,116

Online consumer
7,415

 
5,534

Total
$
41,335

 
$
34,650

 
 
 
 
U.S. Retail
$
42,609

 
$
37,020

 
 
 
 
Canada
 
 
 
Wholesale
$
2,855

 
$
2,416

Retail
9,920

 
9,720

Online consumer
563

 
493

Total
$
13,338

 
$
12,629

 
 
 
 
International
 
 
 
Wholesale
$
2,222

 
$
1,868

Retail
28,703

 
25,961

Online consumer
4,453

 
3,939

Total
$
35,378

 
$
31,768

 
 
 
 
Consolidated
 
 
 
Wholesale
$
38,997

 
$
33,400

Retail
81,232

 
72,701

Online consumer
12,431

 
9,966

Total
$
132,660

 
$
116,067








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. 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 and other expense (income), and depreciation and amortization. American Apparel's management uses 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 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 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.

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, 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 EBITDA as a financial measure to assess the performance of its business, there are material limitations to using a measure such as 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 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 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,
 
 
2012
 
2011
Net Loss
 
$
(7,891
)
 
$
(20,745
)
Income tax provision
 
302

 
356

Interest and other expense, net
 
(1,256
)
 
8,109

Depreciation and amortization
 
5,852

 
6,634

Foreign currency gain
 
(950
)
 
(811
)
Retail store impairment charges
 

 
650

Stock based compensation expense
 
1,842

 
871

Consolidated Adjusted EBITDA
 
$
(2,101
)
 
$
(4,936
)