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8-K - 8-K - TRUE RELIGION APPAREL INCa13-12120_18k.htm

Exhibit 99.1

 

GRAPHIC

 

True Religion Apparel Announces First Quarter 2013 Results

 

·                 Q1 2013 net sales increased 13.1% to $120.8 million

·                 Q1 2013 U.S. Consumer Direct net sales increased 12.1%; same-store sales increased 0.7%

·                 Q1 2013 GAAP diluted earnings per share were $0.02 versus $0.41 in Q1 2012

·                 Q1 2013 adjusted diluted earnings per share to exclude separation pay and costs of the Company’s review of strategic alternatives was $0.22

·                 Company to be Acquired by TowerBrook Capital Partners; Suspends Earnings Conference Calls

 

VERNON, California — May 10, 2013—True Religion Apparel, Inc. (Nasdaq: TRLG) today announced financial results for the quarter ended March 31, 2013.

 

First Quarter 2013 Financial Results

 

·                  Total net sales increased to $120.8 million, a 13.1% increase compared to the same period in 2012.

 

·                  Net sales for the Company’s U.S. Consumer Direct segment, which includes the Company’s branded stores and e-commerce business, increased 12.1% to $73.3 million, compared with the prior year quarter. First quarter same-store sales for the 108 stores in our same-store base and e-commerce increased 0.7% compared to the same period in 2012. The Company operated a total of 124 branded stores in the United States as of March 31, 2013, compared to 109 as of March 31, 2012.

 

·                  Net sales for the Company’s U.S. Wholesale segment increased 19.1% to $25.5 million compared to the prior year quarter driven by growth in the Off-Price and Specialty Store channels.

 

·                  Net sales for the International segment totaled $21.3 million, an 11.6% increase as compared to the prior year quarter.  The segment’s increase was driven by a $3.4 million increase in international retail sales primarily as a result of an increase in store count from 18 at March 31, 2012 to 31 at March 31, 2013.  The Company opened two international stores and closed one in the first quarter of 2013.

 

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·                  Gross profit increased 6.9% to $73.7 million, driven primarily by overall sales growth.  The gross margin rate decreased 350 basis points from the rate in the prior year quarter to 61.0%, due to increased discounts to sell excess merchandise.

 

·                  Selling, general and administrative (“SG&A”) expenses increased 36.7% to $70.6 million from $51.7 million in the prior year quarter, and as a percentage of net sales increased to 58.5% from 48.4% in the same quarter a year ago.  The increase in SG&A expenses was primarily attributable to executive separation costs of $7.5 million and costs associated with the Company’s review of strategic alternatives of $0.8 million.  In addition, costs to operate our expanded retail footprint increased by $2.8 million in our U.S. Consumer Direct segment and $2.3 million in our International segment.

 

·                  Operating income totaled $3.1 million, down 82.2% from the same quarter in the prior year, as the sales increase was offset by the former executive separation costs, higher discounts to sell excess merchandise, and the costs associated with the Company’s review of strategic alternatives.

 

·                  The effective tax rate for the quarter was 86.6% as compared to 40.8% in the first quarter of 2012.  The first quarter 2013 effective tax rate increased primarily because the ratio of foreign losses to our overall pre-tax income was higher than in the same quarter in the prior year.  The separation costs and review of strategic alternative costs reduced our taxable income, which also negatively impacted the effective tax rate.

 

·                  Net income attributable to True Religion Apparel, Inc. decreased to $0.5 million, or $0.02 per diluted share based on weighted average shares outstanding of 25.6 million, as compared to $10.4 million, or $0.41 per diluted share based on weighted average shares outstanding of 25.4 million in 2012.

 

·                  Excluding the separation costs and the review of strategic alternatives costs, adjusted net income attributable to True Religion Apparel, Inc. was $5.7 million, or $0.22 per diluted share for the first quarter of 2013.

 

Balance Sheet and Liquidity

 

As of March 31, 2013, the Company had $71.3 million of cash and cash equivalents and $149.6 million of short and long-term investments, which totals $220.9 million.  As of March 31, 2012, the Company had $204.2 million of cash and cash equivalents.  The Company paid a portion of the previously discussed separation costs of approximately $5.1 million in March 2013, which impacted cash balances at March 31, 2013.  The Company ended the quarter with no long-term borrowings. The inventory balance as of March 31, 2013 was $64.2 million, an 11.4% increase from March 31, 2012.  This increase is primarily the result of an expanded retail store count from 127 retail stores at March 31, 2012 to 155 retail stores at March 31, 2013.

 

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Net cash provided by operating activities for the first quarter of 2013 was $12.4 million compared to $12.5 million in the first quarter of 2012.  This decrease in net cash provided by operating activities is linked to the decrease in 2013 net income offset by a decrease in inventory purchases compared to the first quarter 2013 compared to the first quarter of 2012 and a reduction in the payment of performance based compensation in 2013 because a portion of the 2012 performance compensation was paid at the end of December 2012.

 

Store Openings

 

During the 2013 first quarter, True Religion Apparel opened two stores in the U.S., one store in Hong Kong and one store in Canada and closed one store in the U.K.  As of March 31, 2013, the Company operated 124 stores in the U.S. and 31 international stores.

 

Merger Agreement and Quarterly Dividend

 

Today we announced that we have entered into a definitive merger agreement with an affiliate of funds managed by TowerBrook Capital Partners L.P. (“TowerBrook”), the New York and London-based investment management firm, in a take-private transaction valued at approximately $835 million. Under the terms of the merger agreement, TowerBrook will acquire all of the outstanding shares of True Religion common stock for $32.00 per share in cash. The merger is subject to approval from our stockholders, regulatory approvals and other customary closing conditions.  The transaction is expected to close in the third quarter of 2013.  Pursuant to the Merger Agreement, we have suspended our regular quarterly dividend through the earlier to occur of the closing of the merger or expiration of the Merger Agreement.

 

Earnings Conference Call

 

We will not be conducting our quarterly conference calls addressing earnings during the pendency of our merger agreement.  The call previously scheduled for 11:00 a.m. ET today will not be held.

 

About True Religion Apparel, Inc.

 

True Religion Apparel, Inc. is a growing, design-based jeans and jeans-related sportswear brand. The Company designs, manufactures and markets True Religion Apparel products, including its premium True Religion Brand Jeans. Its expanding product line, which includes high-quality, distinctive styling and fit in denim, sportswear, and licensed products, may be found in the Company’s branded retail and outlet stores as well as contemporary department stores and boutiques in 50 countries on six continents. As of March 31, 2013, the Company owned and operated 124 branded retail and outlet stores in the United States and 31 international stores.  For more information, please visit www.truereligionbrandjeans.com.

 

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Forward Looking Statements

 

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Among these forward-looking statements are our discussion of our merger agreement with TowerBrook Capital Partners L.P., expected operating and financial performance and the other statements contained in this press release addressing our plans, expectations, future financial condition and results of operations. These forward-looking statements are not historical facts and are inherently uncertain and outside of our control.  Any or all of our forward-looking statements in this press release may turn out to be wrong.  They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Actual future results may vary materially. Factors that may cause our plans, expectations, future financial condition and results to change include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to complete the proposed Merger due to the failure to obtain stockholder approval for the proposed Merger or the failure to satisfy other conditions to completion of the proposed Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (3) the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the Merger Agreement; (4) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; and (5) the effect of the announcement of the proposed Merger on the Company’s relationships with its customers, suppliers, operating results and business and the other factors d described in our Annual Report on Form 10-K, Reports on Form 10-Q and our other filings with the SEC.

 

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Q1 2013 Segment Results

(Dollar amounts in thousands)

(unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

% Increase/

 

 

 

2013

 

2012

 

(Decrease)

 

Net sales:

 

 

 

 

 

 

 

 

 

U.S. Consumer Direct

 

$

73,346

 

$

65,458

 

12.1

%

U.S. Wholesale

 

25,535

 

21,444

 

19.1

%

International

 

21,346

 

19,132

 

11.6

%

Core Services

 

568

 

751

 

(24.4

)%

Total net sales

 

$

120,795

 

$

106,785

 

13.1

%

 

 

 

Three Months Ended March 31,

 

 

 

2013

 

2012

 

 

 

 

 

Gross

 

 

 

Gross

 

 

 

Amount

 

Margin

 

Amount

 

Margin

 

Gross Profit:

 

 

 

 

 

 

 

 

 

 

 

U.S. Consumer Direct

 

$

48,751

 

66.5

%

$

46,050

 

70.4

%

U.S. Wholesale

 

13,240

 

51.9

%

11,431

 

53.3

%

International

 

11,126

 

52.1

%

10,669

 

55.8

%

Core Services

 

568

 

100.0

%

751

 

100.0

%

Total gross profit

 

$

73,685

 

61.0

%

$

68,901

 

64.5

%

 

 

 

Three Months Ended March 31,

 

 

 

2013

 

2012

 

 

 

 

 

Operating

 

 

 

Operating

 

 

 

Amount

 

Margin

 

Amount

 

Margin

 

Operating Income:

 

 

 

 

 

 

 

 

 

 

 

U.S. Consumer Direct

 

$

20,338

 

27.7

%

$

22,327

 

34.1

%

U.S. Wholesale

 

11,378

 

44.6

%

9,893

 

46.1

%

International

 

(1,775

)

(8.3

)%

2,501

 

13.1

%

Core Services

 

(26,871

)

NM

 

(17,486

)

NM

 

Total operating income

 

$

3,070

 

2.5

%

$

17,235

 

16.1

%

 

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TRUE RELIGION APPAREL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2013

 

2012

 

Net sales

 

$

120,795

 

$

106,785

 

Cost of sales

 

47,110

 

37,884

 

Gross profit

 

73,685

 

68,901

 

Selling, general and administrative expenses

 

70,615

 

51,666

 

Operating income

 

3,070

 

17,235

 

Other expense (income), net

 

217

 

(851

)

Income before provision for income taxes

 

2,853

 

18,086

 

Provision for income taxes

 

2,470

 

7,373

 

Net income

 

383

 

10,713

 

Less: Net (loss) income attributable to redeemable noncontrolling interest

 

(143

)

300

 

Net income attributable to True Religion Apparel, Inc.

 

$

526

 

$

10,413

 

 

 

 

 

 

 

Earnings per share attributable to True Religion Apparel, Inc.:

 

 

 

 

 

Basic

 

$

0.02

 

$

0.42

 

Diluted

 

$

0.02

 

$

0.41

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

Basic

 

25,193

 

24,957

 

Diluted

 

25,571

 

25,354

 

 

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TRUE RELIGION APPAREL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except par value amounts)

(Unaudited)

 

 

 

March 31,

 

December 31,

 

 

 

2013

 

2012

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

71,300

 

$

76,831

 

Short-term investments

 

122,343

 

109,317

 

Accounts receivable, net of allowances

 

31,502

 

31,647

 

Inventories

 

64,175

 

65,655

 

Deferred income tax assets

 

5,373

 

7,293

 

Prepaid income taxes

 

4,315

 

5,359

 

Prepaid expenses and other current assets

 

12,897

 

10,123

 

 

 

 

 

 

 

Total current assets

 

311,905

 

306,225

 

Property and equipment, net

 

61,173

 

61,565

 

Long-term investments

 

27,215

 

31,517

 

Deferred income tax assets

 

1,658

 

1,383

 

Other assets

 

4,939

 

5,026

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

406,890

 

$

405,716

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

37,183

 

$

30,868

 

Accrued salaries, wages and benefits

 

12,449

 

11,383

 

Income taxes payable

 

762

 

5,060

 

 

 

 

 

 

 

Total current liabilities

 

50,394

 

47,311

 

Long-Term Liabilities:

 

 

 

 

 

Long-term deferred rent

 

18,013

 

17,517

 

Long-term deferred income tax liabilities

 

4,230

 

3,662

 

Long-term income taxes payable

 

969

 

916

 

 

 

 

 

 

 

Total long-term liabilities

 

23,212

 

22,095

 

Total liabilities

 

73,606

 

69,406

 

 

 

 

 

 

 

Redeemable noncontrolling interest

 

3,543

 

3,375

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

Preferred stock, $0.0001 par value, 20,000, shares authorized, no shares issued and outstanding

 

 

 

Common stock, $0.0001 par value, 80,000 shares authorized, 25,766 and 25,723 issued and outstanding, respectively

 

3

 

3

 

Additional paid-in capital

 

92,429

 

89,287

 

Retained earnings

 

237,474

 

241,985

 

Accumulated other comprehensive (loss) income, net

 

(165

)

1,660

 

 

 

 

 

 

 

Total stockholders’ equity

 

329,741

 

332,935

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

406,890

 

$

405,716

 

 

7



 

TRUE RELIGION APPAREL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

 

 

 

Three Months Ended
March 31,

 

 

 

2013

 

2012

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

383

 

$

10,713

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

3,564

 

3,352

 

Stock-based compensation

 

2,957

 

3,217

 

Excess tax benefit from stock-based compensation

 

(186

)

(505

)

Deferred income taxes

 

2,180

 

2,744

 

Impairment of property and equipment

 

985

 

 

Other, net

 

482

 

20

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(140

)

(1,851

)

Inventories

 

632

 

(4,066

)

Prepaid expenses and other current assets

 

(2,887

)

2,387

 

Other assets

 

53

 

(304

)

Accounts payable and accrued expenses

 

5,793

 

1,807

 

Accrued salaries, wages and benefits

 

1,113

 

(2,916

)

Prepaid income taxes and income taxes payable

 

(3,143

)

(2,898

)

Long-term deferred rent

 

601

 

780

 

Net cash provided by operating activities

 

12,387

 

12,480

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Purchases of investments

 

(55,192

)

 

Proceeds from maturities or sales of investments

 

46,547

 

 

Purchases of property and equipment

 

(4,731

)

(4,760

)

Other, net

 

145

 

 

Net cash used in investing activities

 

(13,231

)

(4,760

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Statutory tax withholding payment for stock-based compensation

 

(5,043

)

(4,233

)

Cash dividends paid

 

(161

)

 

Excess tax benefit from stock-based compensation

 

186

 

505

 

Capital contributions by redeemable noncontrolling interest

 

246

 

 

Net cash used in financing activities

 

(4,772

)

(3,728

)

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

85

 

(161

)

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(5,531

)

3,831

 

Cash and cash equivalents, beginning of period

 

76,831

 

200,366

 

Cash and cash equivalents, end of period

 

$

71,300

 

$

204,197

 

 

8



 

TRUE RELIGION APPAREL, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED RESULTS

(Amounts in thousands, except earnings per share data)

(Unaudited)

 

 

 

Three Months Ended March 31, 2013

 

 

 

 

 

 

 

Net income

 

 

 

 

 

Selling, general

 

 

 

attributable to

 

 

 

 

 

& administrative

 

Operating

 

True Religion

 

Diluted earnings

 

 

 

Expenses

 

income

 

Apparel, Inc.

 

per share (c)

 

As reported (GAAP)

 

$

70,615

 

$

3,070

 

$

526

 

$

0.02

 

Separation costs (a)

 

(7,462

)

7,462

 

4,649

 

0.18

 

Strategic review (b)

 

(793

)

793

 

494

 

0.02

 

As adjusted (d)

 

$

62,360

 

$

11,325

 

$

5,669

 

$

0.22

 

 


(a)         Separation costs associated with the resignation of Jeffrey Lubell, former Chief Executive Officer ($5.1 million in cash severance costs, $2.0 million related to a consulting agreement, $0.3 million of stock modification expense, and $0.1 million of other benefits).

 

(b)         Strategic review costs represent those incremental professional fees and Special Committee fees that are directly attributable to our review of strategic alternatives.

 

(c)          Based on diluted weighted average shares outstanding of 25.6 million in Q1 2013.

 

(d)         Management uses adjusted net income, and its components among other factors, to measure the performance of the overall Company.   Further, we believe that investors’ understanding of our performance is enhanced by disclosing these measures.  Adjusted net income and its components and adjusted diluted EPS measures are not, and should not be viewed as substitutes for U.S. generally accepted accounting principles measures, such as net income and its components and diluted EPS. The income tax effect of the items adjusted above has been computed using the applicable statutory tax rates.

 

SOURCE: True Religion Apparel, Inc.

 

Contact:

True Religion Apparel, Inc.

 

Pete Collins, Chief Financial Officer

 

(323) 266-3072

 

 

 

Investor Relations

 

Joe Teklits/Jean Fontana

 

ICR, Inc.

 

(646) 277-1214

 

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