W16208

AMERICAN APPAREL: DROWNING IN DEBT?1 Anupam Mehta wrote this case solely to provide material for class discussion. The author does not intend to illustrate either effective or ineffective handling of a managerial situation. The author may have disguised certain names and other identifying information to protect confidentiality. This publication may not be transmitted, photocopied, digitized or otherwise reproduced in any form or by any means without the permission of the copyright holder. Reproduction of this material is not covered under authorization by any reproduction rights organization. To order copies or request permission to reproduce materials, contact Ivey Publishing, Ivey Business School, Western University, London, Ontario, Canada, N6G 0N1; (t) 519.661.3208; (e) [email protected]; www.iveycases.com. Copyright © 2016, Richard Ivey School of Business Foundation Version: 2016-04-14

On April 3, 2014, the cash-crunched American retailer, American Apparel, Inc., needed to pay $13.4 million2 in interest and other debt repayments. With a net loss of $106 million in 2013, a substantial increase over its net loss of $37 million in 2012, the company had been struggling for survival. It had not been profitable since 2009. Its net sales increased marginally in 2013, but the company still ended up with a bigger loss than ever before. During the same period, the shares of the company plummeted from $15 per share to $0.56 per share, losing 95 per cent of its share value (see Exhibit 1). The company’s controversial chief executive officer (CEO), Dov Charney, had been able to sustain the business with continued borrowing at an exorbitant rate (as high as 18 per cent interest) and additional capital. In March 2014, the company raised $28.5 million by selling more than 61 million shares at 50 cents each.3 American Apparel also renegotiated with its existing lenders. As a result, the company acquired some relief from its credit payments. What actions could save the company?

The CEO and founder Dov Charney stated:

We invested substantially in our infrastructure in 2012 and 2013, and almost all of these projects have been implemented. We expect 2014 to be a year where we return our full focus to exploiting the strength of our brand and delivering exceptional service to our retail and wholesale customers. We are committed to delivering a return on the investments we have made in our business.4

ABOUT THE COMPANY

“American Apparel is about vision, passion, intensity, brand-free, sustainable, fair wages, solar power, recycling, creativity and the can-do spirit,” according to CEO Dov Charney.5

1 This case has been written on the basis of published sources only. Consequently, the interpretation and perspectives presented in this case are not necessarily those of American Apparel or any of its employees. 2 All currency amounts are in U.S. dollars unless otherwise stated. 3 M. Townsend, “American Apparel Finds Latest Believer in Form of Swiss Firm,” Businessweek, April 8, 2014, accessed May 12, 2014, www.businessweek.com/news/2014-04-08/american-apparel-ceo-finds-latest-believer-in-form-of-swiss-firm. 4 “American Apparel, Inc., Provides Preliminary Financial Results for 2013; EBITDA Forecast for 2014; and Preliminary February Sales Results,” Reuters, March 6, 2014, accessed December 9, 2015, www.reuters.com/article/ca-american-apparel-idUSnBw066419a+100+BSW20140306#P7l54EHUtBZjHD0c.97. 5 “American Apparel’s Dov Charney Speaks for First Time Since Firing,” The Daily Beast, June 24, 2014, accessed June 26, 2014, www.thedailybeast.com/articles/2014/06/24/american-apparel-s-dov-charney-speaks-for-first-time-since-firing.html.

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Page 2 9B16B008 Based in downtown Los Angeles, American Apparel was a vertically integrated manufacturer, distributor, and retailer of branded basic fashion apparel and accessories for women, men, children, and babies. As of February 28, 2014, the company had approximately 10,000 employees and operated 246 retail stores in 20 countries. The company had businesses in 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. The company operated an e-commerce website, www.americanapparel.com, with 12 localized online stores in seven languages that served customers from 30 countries worldwide. The company had four operating segments: wholesale, U.S. retail, Canada, and international. “American Apparel” was a registered trademark of American Apparel (USA), LLC.6 Since 2006, the company had been listed on the New York Stock Exchange. The apparel manufacturing operations were spread across the 800,000 square-foot facilities in the warehouse district of downtown Los Angeles, California.

Business Model American Apparel’s mission was to make great quality clothing without using cheap “sweatshop” labour and exploiting workers:

We are trying to rediscover the essence of classic products like the basic T-shirt, once an icon of Western culture and freedom. Our goal is to make garments that people love to wear without having to rely on cheap labor. Every aspect of the production of our garments, from the knitting of the fabric to the photography of the product, is done in-house. By consolidating this entire process, we are able to pursue efficiencies that other companies cannot because of their overreliance on outsourcing.7

Growth Strategy The company focused on growing by enhancing the number of stores, building a good online sales platform, buying new merchandise for consumers, and creating strong information systems to support its operations. The company had the core business strengths of unique designs, advertising and branding, speed to market, quality products, and broad appeal to consumers of various demographics.8 About the CEO and Founder Dov Charney founded the garment business in 1998.9 Charney had been focused on high-quality and trendsetting clothes. He also had a strong business sense, and his vertically integrated business model provided the company with an extra advantage of responding quickly to market changes and consumer needs. Ernst & Young named Charney Entrepreneur of the Year in 2004. Apparel Magazine, the Fashion Industries Guild, and the Advertisement Specialty Industry each awarded him the title “Man of the Year.” Charney was included in the Los Angeles Times’ “100 Most Powerful People of Southern California” list, and Details Magazine inducted him into its “Power 50.” For the first annual Los Angeles Fashion Awards, Charney was recognized for Excellence in Marketing. In 2008, an independent research report placed

6 American Apparel, “American Apparel, Inc., Form 10-K (Annual Report),” Edgar Online, Los Angeles, CA, 2014. 7 “Conscience Undercover,” American Apparel, August 23, 2004, accessed June 28, 2014, www.americanapparel.net/presscenter/articles/20040823outgeneration.html. 8 American Apparel, “American Apparel, Inc., Form 10-K (Annual Report),” Edgar Online, accessed March 27, 2016. 9 S. Maheshwari, “Dov Charney Dreams Big for American Apparel Even as Its Stock Trades Under $1,” BuzzFeed, February 10, 2014, accessed June 2, 2014, www.buzzfeed.com/sapna/dov-charney-dreams-big-for-american-apparel-even-as-its-stoc.

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Page 3 9B16B008 American Apparel as the Top Trendsetting Brand, second only to Nike.10 In 2008, the company’s CEO was named “Retailer of the Year” at the 15th Annual Michael Awards for the Fashion Industry, following Calvin Klein and Oscar de la Renta. In contrast to his achievements, Charney was also known for the use of sexually provocative advertisements in the marketing of the company’s products. Charney was associated with several controversial lawsuits, although none had been proven in court.11 AMERICAN APPAREL’S PAST PERFORMANCE

From being the top trendsetting brand in 2008 to becoming a debt-ridden company, the journey of American Apparel had been very difficult. The aggressive expansion of the company, the explicit use of sexually provocative advertising, and good-quality products had paid well in terms of the profitability of the company. The company created strong brand recognition and its products appealed to the young, with its trendsetting designs and Charney’s unique fashion sense. Based on the company’s growth strategy, American Apparel continued to expand through organic growth, internal initiatives, and acquisitions. The company grew from 147 stores in 2006 to 260 stores in 2008, while expanding both domestically and internationally. Sales increased by a massive 40 per cent compared with the previous year. The rapid expansion of stores and retail centres made American Apparel one of the fastest growing companies in the retail sector. Year 2009 and Afterwards: A Struggle for Survival American Apparel’s success story continued until 2009. During 2009, a federal investigation uncovered irregularities in the identity documents of workers when they had been hired by American Apparel.12 Because of the immigration issues, the company was required to terminate the employment of 2,000 American Apparel workers from its factory, leading to its inability to both complete orders on time and meet demand. As a result, production was badly hit, which led to stock-outs. The operating profit decreased from $36 million in 2008 to $3 million in 2009, a massive decrease of 92 per cent. The company’s net profit fell dramatically from $14 million in 2008 to $1 million in 2009, a decline of 93 per cent (see Exhibit 2, which contains the details of the company’s income statements; also see Ivey product 7B16B008). The impact of the labour termination of employment was so severe that the company could not fully recover. The global recession made the recovery all the more difficult. For the first time, the company’s sales declined (from $558 million in 2009 to $532 million in 2010). The operating income fell from $24 million in the year 2009 to negative $50 million in 2010. American Apparel went from a net profit of $1.11 million to a net loss of $86 million. Shattered by the losses and lack of liquidity, American Apparel’s money situation worsened by the first quarter of 2011, and the company stated that it might file for protection against bankruptcy under Chapter 11. Desperate for funds, Charney was able to bring in investors for the company at the last moment and saved it from default. However, the loan taken by the company was excessively costly.

10 American Apparel, “Company Information,” American Apparel, accessed June 1, 2014, www.americanapparel.net/presscenter/pressCompanyInfo.html. 11 J. Edwards, “Those Sex Harassment Lawsuits Against American Apparel CEO Dov Charney Have Mostly Come To Nothing,” Business Insider, March 12, 2013, accessed February 9, 2015, www.businessinsider.com/sex-harrassment-lawsuits-against-american-apparel-ceo-dov-charney-2013-3. 12 J. Preston, “Immigration Crackdown with Firings, Not Raids,” The New York Times, September 29, 2009, accessed May 30, 2014, www.nytimes.com/2009/09/30/us/30factory.html?_r=0.

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Page 4 9B16B008 Despite all of this debt, the company kept enhancing its stores. Because of significant efforts, the net loss declined in 2011 to $39 million compared with $86 million the previous year. In 2012, the company undertook efforts to upgrade its production forecasting and allocation system, which would enhance the logistics using a demand planning solution. At the same time, it continued building stores. The total net loss decreased from $39 million in 2011 to $37 million in 2012. Sales had also started increasing; net sales of the company increased from $547 million in 2011 to $617 million in 2012 (see Exhibits 2 and 3). Financial Results in 2013 In 2013, American Apparel experienced its worst financial year. In this year, the company implemented two important strategic initiatives in the area of inventory management and the new distribution centre in Los Angeles. The company also completed its radio-frequency identification system and implementation of the Oracle Web Commerce application for its e-commerce platform. The company had difficulties transitioning to a new distribution centre, which led to a significant increase in operating costs, while deliveries were disrupted.13 The cost of goods sold increased from $289 million in 2012 to $313 million in 2013, crushing both net and gross margins. The net loss increased to a massive $106 million, with sales growth at a marginal 3 per cent from $617 million in 2012 to $633 million in 2013. Already pressurized by extremely high interest rates and debt repayments, the company had only $8 million in cash on December 31 (see Exhibit 4). (For information on stores in 2013, see Exhibit 5.) At the end of 2013, the company had huge debt. Prominent lender Lion Capital had loaned funds at an extremely high rate and had maintained strict terms and conditions, which could be increased, and the debt could be called back in the event of any top management changes. APPAREL INDUSTRY The apparel industry in general was highly fragmented and highly volatile. According to PEC Research, the sales growth over the previous five years had been eroded (−0.5 per cent compound annual growth rate [CAGR] domestically and 1.4 per cent CAGR overall).14 In addition, the industry inventory levels had been increasing steadily over the previous five years from approximately 12 per cent of sales in 2008 to 14 per cent of sales in 2011 because of the increased cost of raw materials and inventory management, which affected the overall pricing of inventory. The U.S market was almost stagnant; international sales had grown by a CAGR of 11.3 per cent over the same period. The CAGR for total sales (combining international and domestic sales) over this period was approximately 1.6 per cent. According to IndustryWeek, the apparel industry in the United States had lost more than 80 per cent of its jobs, and the post-recession recovery was extremely slow.15 Many U.S. companies were sustained by the vertical integration model because of their strong ability to move and respond quickly to consumers’ preferences and needs. The ability of the company often depended on its capability to capture domestic and international sales. Any failure in predicting fashion trends could prove fatal for the company.

13 American Apparel, “Company Information,” accessed June 1, 2014, www.americanapparel.net/presscenter/pressCompanyInfo.html. 14 PEC Research, “US Branded Retail Apparel Industry,” Yale School of Management, September 16, 2012, accessed June 8, 2014, http://analystreports.som.yale.edu/reports/BrandedApparel2012.pdf. 15 B. Bland, “A New, Sustainable Model for Apparel Manufacturing in the U.S.,” IndustryWeek, October 17, 2013, accessed June 8, 2014, www.industryweek.com/leadership/new-sustainable-model-apparel-manufacturing-us.

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Page 5 9B16B008 In the apparel industry, American Apparel faced stiff competition from Gap, Urban Outfitters, American Eagle, and Express. Some of these competitors had better financial power as well as good access to reduced costs because of an outsourcing model. FUTURE AHEAD: 2014 FIRST QUARTER RESULTS AND THE OUTLOOK FOR THE YEAR For the first quarter ended March 31, 2014, American Apparel’s net sales decreased to $137.1 million, because of a reduction of both comparable stores and wholesale net sales. Gross profit reduced to $72 million in the first quarter. In the first quarter report of 2014, the company reassured investors of its commitment to reducing costs by bringing down manufacturing and administrative costs. In that year, the company also halted its excessive capital expenditure and was more focused on removing inefficiencies associated with the production process while building up productivity for a profitable future.16 Charney 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.”17 Showing the way forward, he said, “Its [American Apparel’s] 247 stores could be 20% more productive with the right tweaks; the online business could double, wholesale could grow by 20% to 30%.”18 Recent Happenings On March 25, 2014, to comply with the terms and conditions of debt renegotiation, the company raised more share capital. CEO Johannes Minho Roth, of FiveT, a Zurich-based firm, purchased $26 million of the shares and became the second largest outside shareholder, after CEO Dov Charney. Roth believed that the company was grossly undervalued. Roth, regarding his investment in American Apparel, stated, “We cannot believe how cheap it is,” especially since, “it’s a lot further in the restructuring process than people think . . . he’s a visionary. . . . Dov wants to make it his life goal to make American Apparel into a successful company. I have a very positive view on him.”19 Although raising funds earned the company some time, which enabled it to pay off its debt, the danger of default had only subsided and not gone away, with the next big interest payment due in April 2014. On April 14, 2014, the debt-ridden company suffered one more blow. Based on an internal inquiry, the board accused and dismissed Charney because of “willful misconduct” based on sexual assault and sexual harassment cases. The board clarified that the firing was based on personal misconduct rather than professional misbehaviour. The firing came at a time when the company was suffocating under its debt burden. An interest payment of $14 million had to be paid by the end of April 2014. Analysts viewed this event as the last nail in the coffin, questioning whether Charney’s exit from the company would trigger the default that the company had been avoiding for so long. Further questions remained regarding which performance areas had dragged the company down into debt and whether American Apparel had lost its appeal and Charney had lost his charm.

16 American Apparel, “Company Information,” op. cit. 17 American Apparel, “American Apparel, Inc. Reports First Quarter Financial Results,” May 12, 2014, accessed June 2, 2014, http://investors.americanapparel.net/releasedetail.cfm?ReleaseID=847307. 18 BiggerCapital, “American Apparel: Our Long Investment Thesis,” Nasdaq, April 23, 2014, accessed February 9, 2015, www.nasdaq.com/article/american-apparel-our-long-investment-thesis-cm346462. 19 M. Townsend, “American Apparel CEO Finds New Believer Just in Time,” BloombergBusiness, April 9, 2014, accessed February 9, 2015, www.bloomberg.com/news/articles/2014-04-08/american-apparel-ceo-finds-new-believer-just-in-time.

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Page 6 9B16B008

EXHIBIT 1: SHARE PRICES OF AMERICAN APPAREL, 2008 TO 2014

Source: Yahoo! Finance, “American Apparel Inc. (APP),” Yahoo! Finance, accessed December 23, 2014, http://finance.yahoo.com/q/hp?s=APP&a=00&b=7&c=2008&d=11&e=8&f=2014&g=m&z=66&y=66.

EXHIBIT 2: AMERICAN APPAREL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS, 2009–2014

Source: Compiled by the author from American Apparel’s annual reports, year 2009 – 2013. American Apparel, Inc., Edgar Online, accessed March 27, 2016.

0

2

4

6

8

10

12

14

16

1/7/2008 1/7/2009 1/7/2010 1/7/2011 1/7/2012 1/7/2013 1/7/2014

Share Prices

Share Prices

Share Prices

2013 2012 2011 2010 2009Net sales 633,941$ 617,310$ 547,336$ 532,989$ 558,775$

Cost of sales 313,056 289,927 252,436 253,080 238,863

Gross profit 320,885 327,383 294,900 279,909 319,912

Selling expenses 241,683 227,447 209,841 218,198 198,518

General and administrative expenses 106,957 97,327 104,085 103,167 93,636

Retail store impairment 1,540 1,647 4,267 8,597 3,343

(Loss) income from operations (29,295) 962 (23,293) (50,053) 24,415

Interest expense 39,286 41,559 33,167 23,752 22,627

Foreign currency transaction loss 1 120 1,679 (686) (2,920)

Unrealized loss (gain) on change in fair value

of warrants and purchase rights 3,713 4,126 (23,467) 993 –

Loss (gain) on extinguishment of debt 32,101 (11,588) 3,114 – –

Other expense (income) 131 204 (193) 39 (220)

Loss before income taxes (104,527) (33,459) (37,593) (74,151) 4,928

Income tax provision 1,771 3,813 1,721 12,164 3,816

Net loss (106,298)$ (37,272)$ (39,314)$ (86,315)$ 1,112$

Basic and diluted loss per share (0.96)$ (0.35)$ (0.42)$ (1.21)$ 0.02$

Weighted average basic and diluted shares (1.21)$ 0.01$

outstanding 110,326 105,980 92,599 71,626 71,026

Net loss (from above) (106,298)$ (37,272)$ (39,314)$ (86,315)$ 1,112$ Other comprehensive (loss) income item:Foreign currency translation, net of tax (1,581) 631 (188) (1,085) 620Other comprehensive (loss) income, net of tax (1,581) 631 (188) (1,085) 620Comprehensive loss (107,879)$ (36,641)$ (39,502)$ (87,400)$ 1,732$

Years Ended December 31,

(Amounts and shares in thousands, except per share amounts)

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Page 7 9B16B008

EXHIBIT 3: AMERICAN APPAREL INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET, 2008–2013

Source: Compiled by the author from American Apparel’s 8-K reports for the year 2008–2013. American Apparel, Inc., Edgar Online, accessed March 27, 2016.

(Amounts and shares in thousands, except per share amounts) 2013 2012 2011 2010 2009 2008ASSETSCURRENT ASSETSCash 8,676$ 12,853$ 10,293$ 7,656$ 9,046$ 11,368$ Trade accounts receivable 20,701 22,962 20,939 16,688 16,907 16,439Restricted cash – 3,733Prepaid expenses and other current assets 15,636 9,589 7,631 9,401 9,994 5,369Inventories, net 169,378 174,229 185,764 178,052 141,235 148,154Income taxes receivable and prepaid income taxes 306 530 5,955 4,114 4,494 604Deferred income taxes, net of valuation allowance 599 494 148 626 4,627 3,935Total current assets 215,296 224,390 230,730 216,537 186,303 185,869Property and equipment, net 69,303 67,778 67,438 85,400 103,310 112,408Deffered taxes 2,426 1,261 1,529 1,695 12,033 10,137Other assets, net 46,727 34,783 25,024 24,318 25,933 25,195TOTAL ASSETS 333,752$ 328,212$ 324,721$ 327,950$ 327,579$ 333,609$ LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITYCURRENT LIABILITIESCash overdraft 3,993$ -$ 1,921$ 3,328$ 3,741$ 2,413$ Revolving credit facilities and current portion of long-termdebt 44,042 60,556 50,375 138,478 6,346 34,318Accounts payable 38,290 38,160 33,920 31,534 19,705 32,731Accrued expenses and other current liabilities 50,018 41,516 43,725 39,028 30,573 22,140Fair value of warrant liability 20,954 17,241 9,633 993 2,608 8,582Income taxes payable 1,742 2,137 2,445 230Deferred income tax liability, current 1,241 296 150 – Current portion of capital lease obligations 1,709 1,703 1,181 560 1,907 2,616Total current liabilities 161,989 161,609 143,350 214,151 64,880 102,800LONG-TERM DEBT, net of unamortized discount of $5,779 and$27,929 at December 31, 2013 and 2012, respectively 213,468 110,012 97,142 444Subordinated notes payble to related party 5,453 2,844 – 4,611 65,997 67,050Capital lease obligations, net of current portion 1,726 542 4,355 3,292Deferred tax liability 536 262 96 260 1,020 1,986Deferred rent, net of current portion 18,225 20,706 22,231 24,924 22,052 16,011Other long-term liabilities 11,485 10,695 12,046 7,994 11,934 6,058Total Long -Term Liabilites 249,167 144,519 133,241 38,775 105,358 94,397TOTAL LIABILITIES 411,156 306,128 276,591 252,926 170,238$ 197,197$ STOCKHOLDERS' (DEFICIT) EQUITYShares outstanding at December 31, 2012 11 11 11 8 7 7Additional paid-in capital 185,472 177,081 166,486 153,881 150,449 131,252Accumulated other comprehensive loss (4,306) (2,725) (3,356) (3,168) (2,083) (2,703)Accumulated deficit (256,424) (150,126) (112,854) (73,540) 19,012 17,900Less: Treasury stock, 304 shares at cost (2,157) (2,157) (2,157) (2,157) (10,044) (10,044)TOTAL STOCKHOLDERS' (DEFICIT) EQUITY (77,404) 22,084 48,130 75,024 157,341 136,412TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY 333,752$ 328,212$ 324,721$ 327,950$ 327,579$ 333,609$

December 31,

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Page 8 9B16B008

EXHIBIT 4: CASH FLOW STATEMENTS FOR AMERICAN APPAREL, 2009–2013

(in thousands)

2013 2012 2011 2010 2009

Net cash (used in) provided by:

Operating activities $ (12,723) $ 23,589 $ 2,305 $(32,370) $ 45,203

Investing activities (25,147) (24,853) (10,759) (15,662) (20,889)

Financing activities 34,228 4,214 12,582 48,172 (25,471)

Effect of foreign exchange rate changes on cash (535) (390) (1,491) (1,530) (1,165)

Net (decrease) increase in cash $ (4,177) $ 2,560 $ 2,637 $ (1,390) $ (2,322)

Source: Compiled by the author from American Apparel’s 8-K reports for the year 2008–2013. American Apparel, Inc., Edgar Online, accessed March 27, 2016.

EXHIBIT 5: AMERICAN APPAREL’S COMPARABLE STORE NUMBERS

For the Quarter Ended Year March 31 June 30 September 30 December 31 Number of stores

2013 238 237 237 235 2013 243 244 242 238 2011 249 248 244 241

Source: Compiled by the author from American Apparel’s 8-K reports for the year 2008–2013. American Apparel, Inc., Edgar Online, accessed March 27, 2016.

This document is authorized for use only by Sharon Denson in OL-501-X3072 Business Foundations 23TW3 at Southern New Hampshire University, 2023.