Condensed Consolidating Financial Information | Condensed Consolidating Financial Information On October 5, 2015, the Debtors filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code. In connection with the Restructuring Support Agreement entered into on October 4, 2015, the Supporting Parties and other holders of the Notes will be entitled to receive on a pro rata basis, 100% of the equity interest in the reorganized Company after the conclusion of the Chapter 11 Cases, subject to certain exceptions and additional equity interests being issued or reserved under the Equity Commitment Agreement. The Company's current outstanding common stock, any preferred stock purchase rights and any options, warrants or any other equity interests will be extinguished with no consideration. See Note 1. The Notes, which constitute debt obligations of American Apparel Inc. (the "Parent"), are fully and unconditionally guaranteed, jointly and severally, by the Parent's existing and future 100% owned direct and indirect domestic subsidiaries. The Notes are subject to customary automatic release provisions, including the satisfaction and discharge, or defeasance, or full payment of the principal, premium, if any, accrued and unpaid interests. In certain circumstances, the Notes are subject to the sale or substantial disposition of the subsidiary guarantor's assets. No guarantor subsidiaries are less than 100% owned, directly or indirectly, by the Parent. The following presents the Parent's condensed consolidating balance sheets as of September 30, 2015 and December 31, 2014 and its condensed consolidating statements of operations for the three and nine months ended September 30, 2015 and 2014, condensed consolidating statements of cash flows for the nine months ended September 30, 2015 and 2014, the Parent's material guarantor subsidiaries and the non-guarantor subsidiaries, and the elimination entries necessary to present the Company's financial statements on a consolidated basis. This condensed consolidating financial information should be read in conjunction with the Company's consolidated financial statements. Condensed Consolidating Balance Sheets September 30, 2015 (in thousands) (unaudited) Parent Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Elimination Entries Consolidated ASSETS CURRENT ASSETS Cash $ 0 $ 5,333 $ 8,039 $ 0 $ 13,372 Trade accounts receivable, net 0 17,057 3,568 0 20,625 Intercompany accounts receivable, net 219,640 (234,914 ) 15,274 0 0 Inventories, net 0 86,632 20,591 0 107,223 Other current assets 451 15,084 5,082 0 20,617 Total current assets 220,091 (110,808 ) 52,554 0 161,837 Property and equipment, net 0 26,526 5,066 0 31,592 Investments in subsidiaries (170,138 ) 13,733 0 156,405 0 Other assets, net 10,443 31,317 9,308 0 51,068 TOTAL ASSETS $ 60,396 $ (39,232 ) $ 66,928 $ 156,405 $ 244,497 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES Revolving credit facilities and current portion of long-term debt $ 0 $ 56,968 $ 0 $ 0 $ 56,968 Accounts payable 0 34,118 2,924 0 37,042 Accrued expenses and other current liabilities 25,930 26,961 15,063 0 67,954 Fair value of warrant liability 724 0 0 0 724 Other current liabilities 0 3,787 1,775 0 5,562 Total current liabilities 26,654 121,834 19,762 0 168,250 Long-term debt, net 220,930 0 15,000 0 235,930 Other long-term liabilities 488 23,902 3,603 0 27,993 TOTAL LIABILITIES 248,072 145,736 38,365 0 432,173 STOCKHOLDERS' (DEFICIT) EQUITY Common stock 18 100 493 (593 ) 18 Additional paid-in capital 221,311 6,727 8,164 (14,891 ) 221,311 Accumulated other comprehensive (loss) income (10,273 ) (2,536 ) (6,452 ) 8,988 (10,273 ) (Accumulated deficit) retained earnings (396,575 ) (189,259 ) 26,358 162,901 (396,575 ) Less: Treasury stock (2,157 ) 0 0 0 (2,157 ) TOTAL STOCKHOLDERS' (DEFICIT) EQUITY (187,676 ) (184,968 ) 28,563 156,405 (187,676 ) TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY $ 60,396 $ (39,232 ) $ 66,928 $ 156,405 $ 244,497 Condensed Consolidating Balance Sheets December 31, 2014 (in thousands) Parent Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Elimination Entries Consolidated ASSETS CURRENT ASSETS Cash $ 0 $ 1,370 $ 6,973 $ 0 $ 8,343 Trade accounts receivable, net 0 19,422 5,876 0 25,298 Intercompany accounts receivable, net 240,989 (229,956 ) (11,033 ) 0 0 Inventories, net 0 116,335 31,137 106 147,578 Other current assets 90 11,290 6,391 0 17,771 Total current assets 241,079 (81,539 ) 39,344 106 198,990 Property and equipment, net 0 38,932 10,385 0 49,317 Investments in subsidiaries (115,109 ) 15,874 0 99,235 0 Other assets, net 8,861 27,463 9,758 0 46,082 TOTAL ASSETS $ 134,831 $ 730 $ 59,487 $ 99,341 $ 294,389 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES Revolving credit facilities and current portion of long-term debt $ 0 $ 34,299 $ 13 $ 0 $ 34,312 Accounts payable 0 32,508 3,046 0 35,554 Accrued expenses and other current liabilities 13,498 31,855 16,016 0 61,369 Fair value of warrant liability 19,239 0 0 0 19,239 Other current liabilities 0 9,762 2,038 0 11,800 Total current liabilities 32,737 108,424 21,113 0 162,274 Long-term debt, net 217,133 0 255 0 217,388 Other long-term liabilities 477 25,431 4,335 0 30,243 TOTAL LIABILITIES 250,347 133,855 25,703 0 409,905 STOCKHOLDERS' (DEFICIT) EQUITY Common stock 18 100 494 (594 ) 18 Additional paid-in capital 218,779 6,726 7,967 (14,693 ) 218,779 Accumulated other comprehensive (loss) income (6,915 ) (2,493 ) (4,136 ) 6,629 (6,915 ) (Accumulated deficit) retained earnings (325,241 ) (137,458 ) 29,459 107,999 (325,241 ) Less: Treasury stock (2,157 ) 0 0 0 (2,157 ) TOTAL STOCKHOLDERS' (DEFICIT) EQUITY (115,516 ) (133,125 ) 33,784 99,341 (115,516 ) TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY $ 134,831 $ 730 $ 59,487 $ 99,341 $ 294,389 Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income For the Three Months Ended September 30, 2015 (in thousands) (unaudited) Parent Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Elimination Entries Consolidated Net sales $ 0 $ 95,718 $ 41,755 $ (11,421 ) $ 126,052 Cost of sales 0 67,152 16,813 (11,571 ) 72,394 Gross profit 0 28,566 24,942 150 53,658 Selling and distribution expenses 0 25,600 17,212 0 42,812 General and administrative expenses 7,523 14,873 7,439 74 29,909 Retail store impairment 0 208 995 0 1,203 (Loss) income from operations (7,523 ) (12,115 ) (704 ) 76 (20,266 ) Interest and other expenses 2,907 1,961 493 (530 ) 4,831 Equity in loss (earnings) of subsidiaries 15,130 1,299 0 (16,429 ) 0 (Loss) income before income taxes (25,560 ) (15,375 ) (1,197 ) 17,035 (25,097 ) Income tax (benefit) provision 0 (17 ) 480 0 463 Net (loss) income $ (25,560 ) $ (15,358 ) $ (1,677 ) $ 17,035 $ (25,560 ) Other comprehensive (loss) income, net of tax (1,208 ) 826 (605 ) (221 ) (1,208 ) Comprehensive (loss) income $ (26,768 ) $ (14,532 ) $ (2,282 ) $ 16,814 $ (26,768 ) Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income For the Three Months Ended September 30, 2014 (in thousands) (unaudited) Parent Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Elimination Entries Consolidated Net sales $ 0 $ 110,401 $ 55,621 $ (10,153 ) $ 155,869 Cost of sales 0 67,669 15,550 (9,889 ) 73,330 Gross profit 0 42,732 40,071 (264 ) 82,539 Selling and distribution expenses 0 30,202 22,438 0 52,640 General and administrative expenses 10,101 12,274 16,401 9 38,785 Retail store impairment 0 580 613 0 1,193 (Loss) income from operations (10,101 ) (324 ) 619 (273 ) (10,079 ) Interest and other expenses 7,236 1,220 5 0 8,461 Equity in (earnings) loss of subsidiaries 1,847 53 0 (1,900 ) 0 (Loss) income before income taxes (19,184 ) (1,597 ) 614 1,627 (18,540 ) Income tax provision 0 109 535 0 644 Net (loss) income $ (19,184 ) $ (1,706 ) $ 79 $ 1,627 $ (19,184 ) Other comprehensive income (loss), net of tax (1,919 ) (1,479 ) (2,269 ) 3,748 (1,919 ) Comprehensive (loss) income $ (21,103 ) $ (3,185 ) $ (2,190 ) $ 5,375 $ (21,103 ) Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income For the Nine Months Ended September 30, 2015 (in thousands) (unaudited) Parent Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Elimination Entries Consolidated Net sales $ 0 $ 284,623 $ 121,126 $ (21,040 ) $ 384,709 Cost of sales 0 201,653 41,391 (21,001 ) 222,043 Gross profit 0 82,970 79,735 (39 ) 162,666 Selling and distribution expenses 0 80,774 52,940 0 133,714 General and administrative expenses 11,637 44,560 24,451 115 80,763 Retail store impairment 0 1,897 2,484 0 4,381 Loss from operations (11,637 ) (44,261 ) (140 ) (154 ) (56,192 ) Interest and other expenses 9,111 5,010 723 (1,093 ) 13,751 Equity in loss (earnings) of subsidiaries 50,586 2,288 0 (52,874 ) 0 (Loss) income before income taxes (71,334 ) (51,559 ) (863 ) 53,813 (69,943 ) Income tax provision 0 242 1,149 0 1,391 Net (loss) income $ (71,334 ) $ (51,801 ) $ (2,012 ) $ 53,813 $ (71,334 ) Other comprehensive (loss) income, net of tax (3,358 ) (43 ) (2,316 ) 2,359 (3,358 ) Comprehensive (loss) income $ (74,692 ) $ (51,844 ) $ (4,328 ) $ 56,172 $ (74,692 ) Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income For the Nine Months Ended September 30, 2014 (in thousands) (unaudited) Parent Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Elimination Entries Consolidated Net sales $ 0 $ 333,156 $ 156,683 $ (34,477 ) $ 455,362 Cost of sales 0 199,593 53,131 (34,262 ) 218,462 Gross profit 0 133,563 103,552 (215 ) 236,900 Selling and distribution expenses 0 91,851 67,294 0 159,145 General and administrative expenses 10,986 46,476 33,367 0 90,829 Retail store impairment 0 695 1,226 0 1,921 (Loss) income from operations (10,986 ) (5,459 ) 1,665 (215 ) (14,995 ) Interest and other expenses 20,518 3,774 (54 ) 0 24,238 Equity in loss (earnings) of subsidiaries 9,351 (200 ) 0 (9,151 ) 0 (Loss) income before income taxes (40,855 ) (9,033 ) 1,719 8,936 (39,233 ) Income tax provision 0 154 1,468 0 1,622 Net (loss) income $ (40,855 ) $ (9,187 ) $ 251 $ 8,936 $ (40,855 ) Other comprehensive (loss) income, net of tax (1,517 ) (1,139 ) (1,888 ) 3,027 (1,517 ) Comprehensive (loss) income $ (42,372 ) $ (10,326 ) $ (1,637 ) $ 11,963 $ (42,372 ) Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2015 (in thousands) (unaudited) Parent Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Elimination Entries Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net cash (used in) provided by operating activities $ (21,284 ) $ (10,236 ) $ 14,312 $ 0 $ (17,208 ) CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures 0 (1,649 ) (851 ) 0 (2,500 ) Restricted cash 0 (54 ) 147 0 93 Net cash used in investing activities 0 (1,703 ) (704 ) 0 (2,407 ) CASH FLOWS FROM FINANCING ACTIVITIES Cash overdraft 0 (5,714 ) 0 0 (5,714 ) Payments of prior revolving credit facilities, net 0 (34,299 ) 0 0 (34,299 ) Borrowings under current revolving credit facilities, net 0 56,968 0 0 56,968 Borrowings of term loans and notes payable 0 0 14,753 0 14,753 Payments of debt issuance costs (4,993 ) 0 0 0 (4,993 ) Proceeds from issuance of common stock 1,998 0 0 0 1,998 Payment of payroll statutory tax withholding on share-based compensation associated with issuance of common stock (35 ) 0 0 0 (35 ) Payments of capital lease obligations 0 (2,185 ) (47 ) 0 (2,232 ) Advances from (to) affiliates 24,314 1,132 (25,446 ) 0 0 Net cash provided by (used in) financing activities 21,284 15,902 (10,740 ) 0 26,446 EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH 0 0 (1,802 ) 0 (1,802 ) NET INCREASE IN CASH 0 3,963 1,066 0 5,029 Cash , beginning of period 0 1,370 6,973 0 8,343 Cash , end of period $ 0 $ 5,333 $ 8,039 $ 0 $ 13,372 NON-CASH INVESTING AND FINANCING ACTIVITIES Property and equipment acquired, and included in accounts payable $ 0 $ 73 $ 7 $ 0 $ 80 Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2014 (in thousands) (unaudited) Parent Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Elimination Entries Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net cash (used in) provided by operating activities $ 9,600 $ (18,005 ) $ 11,712 $ 0 $ 3,307 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures 0 (5,629 ) (3,046 ) 0 (8,675 ) Proceeds from sale of fixed assets 0 0 52 0 52 Restricted cash 0 0 219 0 219 Net cash used in investing activities 0 (5,629 ) (2,775 ) 0 (8,404 ) CASH FLOWS FROM FINANCING ACTIVITIES Cash overdraft 0 (102 ) 0 0 (102 ) Repayments under revolving credit facilities, net 0 (16,532 ) (433 ) 0 (16,965 ) Repayments of term loans and notes payable 0 (47 ) (10 ) 0 (57 ) Net proceeds from issuance of common stock 28,446 0 0 0 28,446 Payment of payroll statutory tax withholding on share-based compensation associated with issuance of common stock (414 ) 0 0 0 (414 ) Payments of debt issuance costs (1,745 ) (354 ) 0 0 (2,099 ) Repayments of capital lease obligations 0 (1,885 ) (47 ) 0 (1,932 ) Advances (to) from affiliates (35,887 ) 43,118 (7,231 ) 0 0 Net cash provided by (used in) financing activities (9,600 ) 24,198 (7,721 ) 0 6,877 EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH 0 0 (1,067 ) 0 (1,067 ) NET INCREASE IN CASH 0 564 149 0 713 Cash , beginning of period 0 512 8,164 0 8,676 Cash , end of period $ 0 $ 1,076 $ 8,313 $ 0 $ 9,389 NON-CASH INVESTING AND FINANCING ACTIVITIES Property and equipment acquired, and included in accounts payable $ 0 $ 217 $ 254 $ 0 $ 471 |