Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 1 of 29
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: § Chapter 11 § TRUE RELIGION APPAREL, INC., et al.,1 § Case No. 20-10941 § Debtors. § (Jointly Administered)
STATEMENT OF FINANCIAL AFFAIRS FOR TRUE RELIGION SALES, LLC (CASE NO. 20-10943)
1 The Debtors and the last four digits of their respective taxpayer identification numbers are: True Religion Apparel, Inc. (2633); TRLG Intermediate Holdings, LLC (3150); True Religion Sales, LLC (3441); TRLGGC Services, LLC (8453); and Guru Denim LLC (1785). The Debtors’ headquarters is located at 1888 Rosecrans Avenue, Manhattan Beach, CA 90266.
Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 2 of 29
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
Case No. 20-10941 (CSS) TRUE RELIGION APPAREL, INC., et al., (Jointly Administered) Debtors1.
GLOBAL NOTES, METHODOLOGY AND SPECIFIC DISCLOSURES PERTAINING TO SCHEDULES AND STATEMENTS OF FINANCIAL AFFAIRS
Introduction
On April 13, 2020 (the “Petition Date”), TRLG Intermediate Holdings, LLC, True Religion Apparel, Inc, Guru Denim, LLC, True Religion Sales, LLC and TRLGGC Services, LLC (each a “Debtor” and, collectively, the “Debtors”) each filed a petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) commencing the above-captioned bankruptcy cases (the “Chapter 11 Cases”). The Debtors, with the assistance of their advisors, have today filed their respective Schedules of Assets and Liabilities (“Schedules”) and Statements of Financial Affairs (the “Statements,” and, together with the Schedules, the “Schedules and Statements”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), pursuant to section 521 of the Bankruptcy Code and Rule 1007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).
These Global Notes, Methodology, and Specific Disclosures Pertaining to Schedules and Statements of Financial Affairs (the “Global Notes”) pertain to, are incorporated by reference in, and comprise an integral part of each Debtor’s Schedules and Statements. The Global Notes should be referred to, considered, and reviewed in connection with any review of the Schedules and Statements.
The Schedules and Statements do not purport to represent financial statements prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”), nor are they intended to be fully reconciled with the financial statements of each Debtor (whether publicly filed or otherwise). Additionally, the Schedules and Statements contain unaudited information that is subject to further review and potential adjustment, and reflect the Debtors’ reasonable efforts to report the assets and liabilities of each Debtor on an unconsolidated basis. Moreover, given, among other things, the uncertainty surrounding the collection and ownership of certain assets and the valuation and nature of certain liabilities, to the extent that a Debtor shows more assets than liabilities, this is not an admission that the Debtor was solvent as of the
1 The Debtors and the last four digits of their respective taxpayer identification numbers are: TRLG Intermediate Holdings, LLC (3150); True Religion Apparel, Inc. (2633); Guru Denim LLC (1785); True Religion Sales, LLC (3441); and TRLGGC Services, LLC (8453). The Debtors’ headquarters is located at 1888 Rosecrans Avenue, Manhattan Beach, CA 90266.
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Petition Date (as defined herein) or at any time before the Petition Date. Likewise, to the extent a Debtor shows more liabilities than assets, this is not an admission that the Debtor was insolvent at the Petition Date or any time before the Petition Date.
Although the Debtors’ management has made reasonable efforts to ensure that the Schedules and Statements are accurate and complete based on information that was available to them at the time of preparation, subsequent information or discovery of inadvertent errors or omissions may result in material changes to the Schedules and Statements. The information provided herein, except as otherwise noted, is as of the Petition Date. Subsequent receipt of information or an audit may result in material changes in financial data requiring amendment of the Schedules and Statements. Accordingly, the Schedules and Statements remain subject to further review and verification by the Debtors. The Debtors reserve their right to amend the Schedules and Statements from time to time as may be necessary or appropriate.
The Debtors and their officers, employees, agents, attorneys, and financial advisors do not guarantee or warrant the accuracy or completeness of the data that is provided in the Schedules and Statements and shall not be liable for any loss or injury arising out of or caused in whole or in part by the acts, omissions, whether negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting, communicating or delivering the information contained in the Schedules and Statements. Except as expressly required by the Bankruptcy Code, the Debtors and their officers, employees, agents, attorneys and financial advisors expressly do not undertake any obligation to update, modify, revise, or re-categorize the information provided in the Schedules and Statements or to notify any third party should the information be updated, modified, revised, or re-categorized. The Debtors, on behalf of themselves, their officers, employees, agents and advisors disclaim any liability to any third party arising out of or related to the information contained in the Schedules and Statements and reserve all rights with respect thereto.
Christopher Powell, in his capacity as Vice President and Controller of the Debtors, has signed each of the Schedules and Statements. In reviewing and signing the Schedules and Statements, Mr. Powell has relied upon the efforts, statements and representations of various personnel employed by the Debtors. Mr. Powell has not (and could not have) personally verified the accuracy of each such statement and representation, contained in the Schedules and Statements, including, for example, statements and representations concerning amounts owed to creditors.
The Global Notes are in addition to any specific notes contained in each Debtor’s Schedules and Statements. The fact that the Debtors have prepared Global Notes or specific notes with respect to any information in the Schedules and Statements and not to other information in the Schedules and Statements should not be interpreted as a decision by the Debtors to exclude the applicability of such Global Notes or specific notes to any of the Debtors’ remaining Schedules and Statements, as appropriate.
Disclosure of information in one or more Schedules, one or more Statements, or one or more exhibits or attachments to the Schedules or Statements, even if incorrectly placed, shall be deemed to be disclosed in the correct Schedules, Statements, exhibits, or attachments.
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Global Notes and Overview Methodology
1. Reservation of Rights. Reasonable efforts have been made to prepare and file complete and accurate Schedules and Statements; however, inadvertent errors or omissions may exist. The Debtors reserve all rights to amend or supplement the Schedules and Statements from time to time, in all respects, as may be necessary or appropriate, including, without limitation, the right to amend the Schedules and Statements with respect to any claim (“Claim”) description, designation, or Debtor against which the Claim is asserted; dispute or otherwise assert offsets or defenses to any Claim reflected in the Schedules and Statements as to amount, liability, priority, status, or classification; subsequently designate any Claim as “disputed,” “contingent,” or “unliquidated;” or object to the extent, validity, enforceability, priority, or avoidability of any Claim. Any failure to designate a Claim in the Schedules and Statements as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by the Debtors that such Claim or amount is not “disputed,” “contingent,” or “unliquidated.” Listing a Claim does not constitute an admission of liability by the Debtor against which the Claim is listed or against any of the Debtors. Furthermore, nothing contained in the Schedules and Statements shall constitute a waiver of rights with respect to the Debtors’ chapter 11 cases, including, without limitation, issues involving Claims, substantive consolidation, defenses, equitable subordination, recharacterization, and/or causes of action arising under the provisions of chapter 5 of the Bankruptcy Code, and any other relevant non-bankruptcy laws to recover assets or avoid transfers. Any specific reservation of rights contained elsewhere in the Global Notes does not limit in any respect the general reservation of rights contained in this paragraph.
The listing in the Schedules or Statements (including, without limitation, Schedule A/B, Schedule E/F or Statement 4) by the Debtors of any obligation between a Debtor and another Debtor is a statement of what appears in a particular Debtor’s books and records and does not reflect any admission or conclusion of the Debtors regarding whether such amount would be allowed as a Claim or how such obligations may be classified and/or characterized in a plan of reorganization or by the Bankruptcy Court. The Debtors reserve all rights with respect to such obligations.
2. Description of Cases and “as of” Information Date. Each Debtor filed its case on the Petition Date. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Chapter 11 Cases are being jointly administered for procedural purposes only. The asset information provided in their Schedules and Statements, except as otherwise noted, represents the asset data of the Debtors as of April 13, 2020, and the liability information provided herein, except as otherwise noted, represents the liability data of the Debtors as of April 13, 2020. With respect to certain items on the Schedules Statements, information is not yet available as of April 13, 2020. For such items, a prior date was used, as identified herein.
3. Net Book Value of Assets. It would be prohibitively expensive, unduly burdensome, and an inefficient use of estate assets for the Debtors to obtain current market valuations for all of their assets. Accordingly, unless otherwise indicated, the Debtors’ Schedules and Statements reflect net book values as of April 13, 2020, in the Debtors’ books and records unless a different date is identified herein. Additionally, because the book values of certain assets, may materially 3
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differ from their fair market values, they may be listed as undetermined amounts as of the Petition Date. Furthermore, as applicable, assets that have fully depreciated or were expensed for accounting purposes may not appear in the Schedules and Statements if they have no net book value.
4. Recharacterization. Notwithstanding the Debtors’ reasonable efforts to properly characterize, classify, categorize, or designate certain Claims, assets, executory contracts, unexpired leases, and other items reported in the Schedules and Statements, the Debtors may, nevertheless, have improperly characterized, classified, categorized, designated, or omitted certain items due to the complexity and size of the Debtors’ businesses. Accordingly, the Debtors reserve all of their rights to recharacterize, reclassify, recategorize, redesignate, add, or delete items reported in the Schedules and Statements at a later time as is necessary or appropriate as additional information becomes available, including, without limitation, whether contracts or leases listed herein were deemed executory or unexpired as of the Petition Date and remain executory and unexpired postpetition.
5. Real Property and Personal Property-Leased. In the ordinary course of their businesses, the Debtors leased real property and various articles of personal property, including, fixtures, and equipment, from certain third-party lessors. The Debtors have made reasonable efforts to list all such leases in the Schedules and Statements. The Debtors have made reasonable efforts to include lease obligations on Schedule D (secured debt) to the extent applicable. However, nothing in the Schedules or Statements is or shall be construed as an admission or determination as to the legal status of any lease (including whether to assume and assign or reject such lease or whether it is a true lease or a financing arrangement).
6. Excluded Assets and Liabilities. The Debtors have sought to allocate liabilities between the prepetition and post-petition periods based on the information and research conducted in connection with the preparation of the Schedules and Statements. The allocation of liabilities between the prepetition and post-petition periods may change as additional information becomes available and further research is conducted. Accordingly, the Debtors reserve all of their rights to amend, supplement or otherwise modify the Schedules and Statements as is necessary and appropriate.
The Debtors have excluded certain categories of assets, tax accruals, and liabilities from the Schedules and Statements, including, without limitation, employee benefit accruals, and deferred gains. In addition, certain immaterial assets and liabilities may have been excluded. The Debtors also have excluded rejection damage Claims of counterparties to executory contracts and unexpired leases that may be or have been rejected.
The Bankruptcy Court has authorized the Debtors to pay, in their discretion, certain outstanding Claims on a post-petition basis. To the extent the Debtors pay any of the claims listed in the Schedules and Statements pursuant to any orders entered by the Bankruptcy Court, the Debtors reserve all rights to amend and supplement the Schedules and Statements and take other action, such as filing claims objections, as is necessary and appropriate to avoid overpayment or duplicate payment for such liabilities.
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7. Insiders. Solely, for purposes of the Schedules and Statements, the Debtors define “insiders” to include the following: (a) directors; (b) senior level officers; (c) equity holders holding in excess of 5% of the voting securities of the Debtor entities; (d) managing members; (e) Debtor affiliates; and (f) relatives of any of the foregoing (to the extent known by the Debtors).
Person or entities listed as “insiders” have been included for informational purposes only and their inclusion shall not constitute an admission that those entities are insiders for purposes of section 101(31) of the Bankruptcy Code. The Debtors do not take any position with respect to: (a) such person’s influence over the control of the Debtors; (b) the management responsibilities or functions of such individual; (c) the decision-making or corporate authority of such individual; or (d) whether such individual could successfully argue that he or she is not an “insider” under applicable law, including the federal securities laws, or with respect to any theories of liability or for any other purpose.
8. Intellectual Property Rights. The exclusion of any intellectual property shall not be construed as an admission that such intellectual property rights have been abandoned, terminated, assigned, expired by their terms, or otherwise transferred pursuant to a sale, acquisition, or other transaction. Conversely, inclusion of certain intellectual property shall not be construed to be an admission that such intellectual property rights have not been abandoned, terminated, assigned, expired by their terms, or otherwise transferred pursuant to a sale, acquisition, or other transaction.
In addition, although the Debtors have made diligent efforts to attribute intellectual property to the rightful Debtor entity, in certain instances, intellectual property owned by one Debtor may, in fact, be owned by another Debtor. Accordingly, the Debtors reserve all of their rights with respect to the legal status of any and all such intellectual property rights.
9. Intercompany and Foreign Affiliate Transactions. The Debtors record certain intercompany receivables and payables among the Debtors and among the Debtors and their non- Debtor affiliates which are reported on Schedule A/B and Schedule E/F per the Debtors’ books and records. The listing of any amounts with respect to such receivables and payables is not, and should not be construed as, an admission of the characterization of such balances as debt, equity, or otherwise.
10. Executory Contracts and Unexpired Leases. Although the Debtors made diligent attempts to attribute executory contracts and unexpired leases to their rightful Debtors, in certain instances, the Debtors may have inadvertently failed to do so. Accordingly, the Debtors reserve all of their rights with respect to the named parties of any and all executory contracts, including the right to amend Schedule G.
Other than real property leases reported in Schedule A/B 55, the Debtors have not necessarily set forth executory contracts and unexpired leases as assets in the Schedules and Statements, even though these contracts and leases may have some value to the Debtors’ estates.
Moreover, certain of the executory contracts listed on Schedule G may have expired or discontinued prior to the Petition Date. The listing of any executory contract on Schedule G 5
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does not amount to any legal determination that the contract is indeed executory within the meaning of section 365 of the Bankruptcy Code and the Debtors reserve all rights to contest the classification of such contracts.
11. Materialman’s/Mechanic’s Lien. The assets listed in the Schedules and Statements are presented without consideration of any materialman’s or mechanic’s liens.
12. Classification. Listing a Claim or contract on (a) Schedule D as “secured,” (b) Schedule E/F part 1 as “priority,” (c) Schedule E/F part 2 as “unsecured,” or (d) Schedule G as “executory” or “unexpired,” does not constitute an admission by the Debtors of the legal rights of the Claimant, or a waiver of the Debtors’ rights to recharacterize or reclassify such Claims or contracts or leases or to exercise their rights to setoff against such Claims.
13. Claims Description. Schedules D and E/F permit each Debtor to designate a Claim as “disputed,” “contingent,” and/or “unliquidated.” Any failure to designate a Claim on a given Debtor’s Schedules and Statements as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by that Debtor that such amount is not “disputed,” “contingent,” or “unliquidated,” or that such Claim is not subject to objection. The Debtors reserve all of their rights to dispute, or assert offsets or defenses to, any claim reflected on their respective Schedules and Statements on any grounds, including liability or classification. Additionally, the Debtors expressly reserve all of their rights to subsequently designate such claims as “disputed,” “contingent” or “unliquidated.” Moreover, listing a Claim does not constitute an admission of liability by the Debtors.
14. Causes of Action. Despite their reasonable efforts to identify all known assets, the Debtors may not have listed all of their causes of action or potential causes of action against third-parties as assets in the Schedules and Statements, including, without limitation, causes of actions arising under the provisions of chapter 5 of the Bankruptcy Code and any other relevant non-bankruptcy laws to recover assets or avoidable transfers. The Debtors reserve all of their rights with respect to any cause of action (including avoidance actions), controversy, right of setoff, cross-Claim, counter-Claim, or recoupment and any Claim on contracts or for breaches of duties imposed by law or in equity, demand, right, action, lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, power, privilege, license, and franchise of any kind or character whatsoever, known, unknown, fixed or contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertible directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law, or in equity, or pursuant to any other theory of law (collectively, “Causes of Action”) they may have, and neither these Global Notes nor the Schedules and Statements shall be deemed a waiver of any Claims or Causes of Action or in any way prejudice or impair the assertion of such Claims or Causes of Action.
15. Summary of Significant Reporting Policies. The following is a summary of significant reporting policies:
a. Undetermined Amounts. The description of an amount as “unknown,” or “undetermined” is not intended to reflect upon the materiality of such amount.
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b. Totals. All totals that are included in the Schedules and Statements represent totals of known amounts. To the extent there are unknown or undetermined amounts, the actual total may be different than the listed total.
c. Paid Claims. The Debtors have authority to pay certain outstanding prepetition payables pursuant to various Bankruptcy Court orders. To the extent the Debtors pay any of the liabilities listed in the Schedules pursuant to any orders entered by the Bankruptcy Court, the Debtors reserve all of their rights to amend or supplement the Schedules or take other action as is necessary and appropriate to avoid over-payment of or duplicate payments for any such liabilities.
d. Liens. Property and equipment listed in the Schedules and Statements are presented without consideration of any liens that may attach (or have attached) to such property and equipment.
e. Currency. Unless otherwise indicated, all amounts are reflected in U.S. dollars.
16. Estimates and Assumptions. To close the books and records of the Debtors as of the Petition Date and to prepare such information on a legal entity basis, the Debtors were required to make estimates, allocations, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses as of the Petition Date. The Debtors reserve all rights, but shall not be required, to amend the reported amounts of assets, revenue, and expenses to reflect changes in those estimates and assumptions.
17. Credits and Adjustments. The claims of individual creditors for, among other things, goods, products, services, or taxes are listed as the amounts entered on the Debtors’ books and records and may not reflect credits, allowances, or other adjustments due from such creditors to the Debtors. The Debtors reserve all of their rights with regard to such credits, allowances, and other adjustments, including the right to assert claims objections and/or setoffs with respect to the same.
18. Setoffs. The Debtors incur certain offsets and other similar rights during the ordinary course of business. Offsets in the ordinary course can result from various items, including, without limitation, intercompany transactions, pricing discrepancies, returns, refunds, warranties, debit memos, credits, and other disputes between the Debtors and their suppliers and/or customers. These offsets and other similar rights are consistent with the ordinary course of business in the Debtors’ industry and are not tracked separately. Therefore, although such offsets and other similar rights may have been accounted for when certain amounts were included in the Schedules, offsets are not independently accounted for, and as such, are or may be excluded from the Debtors’ Schedules and Statements.
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Specific Disclosures with Respect to the Debtors’ Schedules
19. Schedule A/B. All values set forth in Schedule A/B reflect the book value of the Debtors’ assets as of the Petition Date, unless otherwise noted below. Other than real property leases reported on Schedule A/B 55, the Debtors have not included leases and contracts on Schedule A/B. Leases are also listed on Schedule G.
Schedule A/B 3. Cash values held in financial accounts on Schedule A/B 3 are as of the Petition Date. Details with respect to the Debtors’ cash management system and bank accounts are provided in the Debtors’ Motion for Entry of Interim and Final Orders Authorizing Continued (I) Use of Existing Cash Management System, Bank Accounts and Business Forms and Payment of Related Prepetition Obligations, (II) Performance of Intercompany Transactions in the Ordinary Course of Business and (III) Granting a Limited Waiver of Section 345(b) Deposit and Investment Requirements [Docket No. 14] (“Cash Management Motion”).
Schedule A/B 7. The Bankruptcy Court, pursuant to the Interim Order (I) Approving Debtors’ Proposed Form of Adequate Assurance of Payment; (II) Establishing Procedures for Resolving Objections by Utility Companies; and (III) Prohibiting Utility Companies from Altering, Refusing or Discontinuing Service [Docket No. 58], has authorized the Debtors to provide adequate assurance of payment for postpetition utility services, including a deposit in the amount of $76,800 (which was subsequently increased slightly due to resolved additional adequate assurance requests). Such deposit is not listed on Schedule A/B 7, which was prepared as of the Petition Date.
Schedule A/B 11. Accounts receivable do not include intercompany or foreign affiliate receivables.
Schedule A/B 15. Ownership interests in subsidiaries have been listed in Schedules A/B 15 as an undetermined amount because the fair market value of such ownership is dependent on numerous variables and factors and likely differs significantly from their net book value.
Schedule A/B 38-42. Dollar amounts are presented net of accumulated depreciation and other adjustments.
Schedule A/B 55. The Debtors do not own any real property. The Debtors have listed their real property leases in Schedule A/B 55 (A/B 55 Attachment), along with the value of any leasehold improvements.
Schedules A/B 60-65. Intangibles and Intellectual Property listed in Schedules A/B 60- 65 are listed as an undetermined amount or at their net book value. The fair market value of such ownership is dependent on numerous variables and factors and may differ significantly from their net book value. The Debtors maintain databases into which they collect and retain personally identifiable information of customers including a customer database which contains names, addresses, phone numbers email addresses, credit card
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information and purchase history. The amounts listed with respect to the database are undetermined because the fair market value of such ownership cannot be determined.
Schedule A/B 74 & 75. In the ordinary course of their businesses, the Debtors may have accrued, or may subsequently accrue, certain rights to counter-Claims, setoffs, refunds, or warranty Claims. Additionally, certain of the Debtors may be a party to pending litigation in which the Debtors have asserted, or may assert, Claims as a plaintiff or counter-Claims as a defendant. Because such Claims are unknown to the Debtors and not quantifiable as of the Petition Date, they are not listed on Schedule A/B 74 or 75. The Debtors’ failure to list any contingent and/or unliquidated claim held by the Debtors in response to these questions is not an admission that such cause of action, claim, or right does not exist, and should not be construed as a waiver, release, relinquishment, or forfeiture of such cause of action, claim, or right.
Schedule A/B 77. As described in the Cash Management Motion, in the ordinary course of business, the Debtors engage in intercompany transactions with each other and with certain non-debtor foreign subsidiaries. The intercompany receivable and payable amounts reported are as of February 29, 2020.
20. Schedule D. The Claims listed on Schedule D arose or were incurred on various dates. All Claims listed on Schedule D, however, appear to have been incurred before the Petition Date. With respect to the Claims listed on Schedule D, reference to the applicable loan agreements and related documents is necessary for a complete description of the collateral and the nature, extent, and priority of liens. Nothing in the Global Notes or the Schedules and Statements shall be deemed a modification or interpretation of the terms of such agreements. Except as specifically stated on Schedule D, real property lessors, utility companies, and other parties that may hold security deposits have not been listed on Schedule D. Nothing herein shall be construed as an admission by the Debtors of the legal rights of the Claimant or a waiver of the Debtors’ rights to recharacterize or reclassify such Claim or contract.
21. Schedule E/F Part 1. The Bankruptcy Court has authorized the Debtors, in their discretion, to pay certain liabilities that may be entitled to priority under the applicable provisions of the Bankruptcy Code. For example, on May 6, 2020, the Bankruptcy Court entered those certain: Final Order Authorizing Debtors to Pay Certain Prepetition Taxes, Fees and Related Obligations [Docket No. 202] and Final Order Authorizing Debtors to (I) Pay Prepetition Wages, Reimbursable Employee Expenses, and Other Compensation, (II) Maintain Employee Benefit Programs, and (III) Granting Related Relief [Docket No. 179]. The Debtors’ analysis of potential priority claims is ongoing and may take significant time to complete.
The liabilities listed on the Schedules do not reflect any analysis of Claims under section 503(b)(9) of the Bankruptcy Code. Accordingly, the Debtors reserve all of their rights to dispute or challenge the validity of any asserted Claims under section 503(b)(9) of the Bankruptcy Code or the characterization of the structure of any such transaction or any document or instrument related to any creditor’s Claim.
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22. Schedule E/F Part 2. The Debtors have used reasonable efforts to report all general unsecured Claims against the Debtors on Schedule E/F part 2, based upon the Debtors’ books and records as of the Petition Date.
Determining the date upon which each Claim on Schedule E/F part 2 was incurred or arose would be unduly burdensome and cost prohibitive and, therefore, the Debtors do not list a date for each Claim listed on Schedule E/F part 2. Furthermore, claims listed on Schedule E/F part 2 may have been aggregated by unique creditor name and remit to address and may include several dates of incurrence for the aggregate balance listed.
Schedule E/F part 2 contains information regarding pending litigation involving the Debtors. The dollar amount of potential Claims associated with any such pending litigation is listed as “undetermined” and marked as contingent, unliquidated, and disputed in the Schedules and Statements. Some of the litigation Claims listed on Schedule E/F may be subject to subordination pursuant to section 510 of the Bankruptcy Code. In addition, as of the Petition Date, the Debtors’ books and records reflected an aggregate net liability in respect of gift cards and store credits. The Debtors estimate that as of the Petition Date, approximately $1,369,808.64 in issued store credit, merchandise cards and gift cards is outstanding. The liabilities associated with the outstanding gift card balances belongs to TRLGGC Services, LLC. Because the Debtors do not know the identities of holders of such cards and credits, these are not listed on Schedule E/F, part 2.
The Debtors expressly incorporate by reference into Schedule E/F part 2 all parties to pending litigation listed in the Debtors’ Statements 7, as contingent, unliquidated, and disputed claims, to the extent not already listed on Schedule E/F part 2.
Schedule E/F part 2 reflects the prepetition amounts owing to counterparties to executory contracts and unexpired leases. Such prepetition amounts, however, may be paid in connection with the assumption, or assumption and assignment, of executory contracts or unexpired leases. Additionally, Schedule E/F part 2 does not include potential rejection damage Claims, if any, of the counterparties to executory contracts and unexpired leases that have been or may be rejected postpetition.
23. Schedule G. Although the Debtors have made diligent attempts to properly identify the Debtor counterparty(ies) to each executory contract on Schedule G, it is possible that more Debtor entities are a counterparty to certain executory contracts on Schedule G than listed herein. The Debtors reserve all of their rights with respect to the named parties of any and all executory contracts, including the right to amend Schedule G. In addition, although the Debtors have made diligent attempts to properly identify executory contracts and unexpired leases, the inclusion of a contract or lease on Schedule G does not constitute an admission as to the executory or unexpired nature (or non-executory or expired nature) of the contract or lease, or an admission as to the existence or validity of any Claims held by the any counterparty to such contract or lease. Furthermore, while the Debtors have made diligent attempts to properly identify all executory contracts and unexpired leases, inadvertent errors, omissions, or over inclusion may have occurred.
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The contracts, agreements, and leases listed on Schedule G may have expired or may have been modified, amended, or supplemented from time to time by various amendments, restatements, waivers, estoppel certificates, letters, memoranda and other documents, instruments, and agreements that may not be listed therein despite the Debtors’ use of reasonable efforts to identify such documents. Further, unless otherwise specified on Schedule G, each executory contract or unexpired lease listed thereon shall include all exhibits, schedules, riders, modifications, declarations, amendments, supplements, attachments, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affects such executory contract or unexpired lease, without respect to whether such agreement, instrument, or other document is listed thereon.
In addition, the Debtors may have entered into various other types of agreements in the ordinary course of their businesses, such as subordination, nondisturbance, and attornment agreements, supplemental agreements, settlement agreements, amendments/letter agreements, title agreements and confidentiality agreements. Such documents may not be set forth on Schedule G. Certain of the executory agreements may not have been memorialized and could be subject to dispute. Executory agreements that are oral in nature have not been included on the Schedule G.
The Debtors reserve all of their rights, Claims and causes of action with respect to the contracts on Schedule G, including the right to dispute or challenge the characterization of the structure of any transaction or any document or instrument related to a creditor’s Claim.
Omission of a contract or agreement from Schedule G does not constitute an admission that such omitted contract or agreement is not an executory contract or unexpired lease. The Debtors’ rights under the Bankruptcy Code with respect to any such omitted contracts or agreements are not impaired by the omission. Schedule G may be amended at any time to add any omitted contract, agreement or lease.
The listing of any contract on Schedule G does not constitute an admission by the Debtors as to the validity of any such contract or that such contract is an executory contract or unexpired lease. The Debtors reserve all of their rights to dispute the effectiveness of any such contract listed on Schedule G or to amend Schedule G at any time to remove any contract. The Debtors maintain a variety of insurance policies, including, without limitation, property, general liability, and employee related policies. For purposes of Schedule G, all insurance policies are included however, multiple Debtors may be a party to or covered by the policies.
24. Schedule H. For purposes of Schedule H, the Debtors that are either the principal obligors or guarantors under the prepetition debt facilities are listed as Co-Debtors on Schedule H. The Debtors may not have identified certain guarantees associated with the Debtors’ executory contracts, unexpired leases, secured financings, debt instruments, and other such agreements. The Debtors reserve all of their rights to amend the Schedules to the extent that additional guarantees are identified or such guarantees are discovered to have expired or be unenforceable.
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In the ordinary course of their businesses, the Debtors may be involved in pending or threatened litigation. These matters may involve multiple plaintiffs and defendants, some or all of whom may assert cross-Claims and counter-Claims against other parties. Because the Debtors have treated all such Claims as contingent, disputed, or unliquidated, such Claims have not been set forth individually on Schedule H. Litigation matters can be found on each Debtor’s Schedule E/F part 2 and Statement 7, as applicable.
Specific Disclosures with Respect to the Debtors’ Statements
25. Statement 3. Statement 3 includes any disbursement or other transfer made by the Debtors within 90 days before the Petition Date except for those made to insiders (which payments appear in response to Statement question 4), employees, and bankruptcy professionals (which payments appear in Statement 11 and include any retainers paid to bankruptcy professionals). The amounts listed in Statement 3 reflect the Debtors’ disbursements netted against any check level detail; thus, to the extent a disbursement was made to pay for multiple invoices, only one entry has been listed on Statement 3. All disbursements listed on Statement 3 are made through the Debtors’ cash management system. Additionally, all disbursement information reported in Statement 3 for a specific Debtor pertains to the bank accounts maintained by that Debtor.
26. Statement 4. Statement 4 accounts for a respective Debtor’s transfers to insiders as applicable, including intercompany transfer and transfers to foreign affiliates as of the Petition Date. With respect to individuals, the amounts listed reflect the universe of payments and transfers to such individuals including compensation, bonus (if any), expense reimbursement, relocation reimbursement, and/or severance. Furthermore, while no payments were made directly to equity holders during the applicable time period, some equity holders did receive payments in the form of quarterly interest payments for the secured term loan.
27. Statement 5. Statement 5 excludes goods returned in the ordinary course of business.
28. Statement 6. There may be instances, including, without limitation, holdbacks made by credit card processors, where such a setoff has occurred without the Debtors’ knowledge.
29. Statement 7. Any information contained in Statement 7 shall not be a binding representation of the Debtors’ liabilities with respect to any of the suits and proceedings identified therein. The Debtors track all incidents in their stores through incident reports. However, only those incidents that have resulted in active litigation and/or proceedings are reported on SOFA 7.
30. Statement 10. The Debtors occasionally incur losses for a variety of reasons, including theft and property damage. The Debtors, however, may not have records of all such losses if such losses do not have a material impact on the Debtors’ businesses or are not reported for insurance purposes. Ordinary course shrinkage is not reflected in the Statements. The losses listed on Statement 10 are based on estimated amounts.
31. Statement 11. Out of an abundance of caution, the Debtors have included payments to all professionals who have rendered any advice related the Debtors’ bankruptcy proceedings in 12
60946/0001-20491605v5 Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 14 of 29
Statement 11. However, it is possible that the disclosed fees also relate to other, non-bankruptcy related services, and may include services rendered to other parties.
32. Statement 26d. The Debtors have used their reasonable efforts to provide a listing of parties to which financial statements have been provided. However, the Debtors provide numerous banks, vendors and customers with financial statements and the listing on Statement 26d may not be a complete listing of every party provided financial statements.
33. Statement 30. Unless otherwise indicated in a Debtor’s specific response to Statement 30, the Debtors have included a comprehensive response to Statement 30 in Statement 4.
13
60946/0001-20491605v5 Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 15 of 29
Fill in this information to identify the case:
Debtor name: True Religion Sales, LLC
United States Bankruptcy Court for the: District of Delaware Check if this is an Case number: 20-10943 amended ling
O cial Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy 04/19
The debtor must answer every question. If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and case number (if known).
Part 1: Income
1. Gross revenue from business None
Identify the beginning and ending dates of the debtor’s scal year, which may be Sources of revenue Gross revenue a calendar year Check all that apply (before deductions and exclusions)
From the beginning of From to Filing Date Operating a business $37,819,675.13 the scal year to ling 02/02/2020 date: Other
For prior year: From to Operating a business $225,776,956.75 02/03/2019 02/01/2020 Other
For the year before that: From to Operating a business $258,231,562.53 02/04/2018 02/02/2019 Other
2. Non-business revenue Include revenue regardless of whether that revenue is taxable. Non-business income may include interest, dividends, money collected from lawsuits, and royalties. List each source and the gross revenue for each separately. Do not include revenue listed in line 1. None
Description of sources of revenue Gross revenue from each source (before deductions and exclusions)
From the beginning of From to Filing Date $ the scal year to ling date:
For prior year: From to $
For the year before that: From to $
Part 2: List Certain Transfers Made Before Filing for Bankruptcy Debtor True Religion Sales, LLC______Case number (if known)20-10943______Name Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 16 of 29 3. Certain payments or transfers to creditors within 90 days before ling this case List payments or transfers - including expense reimbursements - to any creditor, other than regular employee compensation, within 90 days before ling this case unless the aggregate value of all property transferred to that creditor is less than $6,825. (This amount may be adjusted on 4/01/22 and every 3 years after that with respect to cases led on or after the date of adjustment.) None
Creditor’s name and address Dates Total amount or value Reasons for payment or transfer Check all that apply
3.1 $ Secured debt
Unsecured loan repayments
Suppliers or vendors
Services
Other
4. Payments or other transfers of property made within 1 year before ling this case that bene ted any insider List payments or transfers, including expense reimbursements, made within 1 year before ling this case on debts owed to an insider or guaranteed or cosigned by an insider unless the aggregate value of all property transferred to or for the bene t of the insider is less than $6,825. (This amount may be adjusted on 4/01/22 and every 3 years after that with respect to cases led on or after the date of adjustment.) Do not include any payments listed in line 3. Insiders include o cers, directors, and anyone in control of a corporate debtor and their relatives; general partners of a partnership debtor and their relatives; a liates of the debtor and insiders of such a liates; and any managing agent of the debtor. 11 U.S.C. § 101(31). None
Insider’s name and address Dates Total amount or value Reasons for payment or transfer
4.1 $ Secured debt
Unsecured loan repayments
Relationship to debtor Suppliers or vendors
Services
Other
5. Repossessions, foreclosures, and returns List all property of the debtor that was obtained by a creditor within 1 year before ling this case, including property repossessed by a creditor, sold at a foreclosure sale, transferred by a deed in lieu of foreclosure, or returned to the seller. Do not include property listed in line 6. None
Creditor’s name and address Description of the property Date Value of property
5.1 $
6. Setoffs List any creditor, including a bank or nancial institution, that within 90 days before ling this case set off or otherwise took anything from an account of the debtor without permission or refused to make a payment at the debtor’s direction from an account of the debtor because the debtor owed a debt. None
Creditor’s name and address Description of the action creditor took Date action was taken Amount
6.1 $
Last 4 digits of account number
Part 3: Legal Actions or Assignments Debtor True Religion Sales, LLC______Case number (if known)20-10943______Name Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 17 of 29
7. Legal actions, administrative proceedings, court actions, executions, attachments, or governmental audits List the legal actions, proceedings, investigations, arbitrations, mediations, and audits by federal or state agencies in which the debtor was involved in any capacity—within 1 year before ling this case. None
Case title Nature of case Court or agency’s name and address Status of case
7.1 Name Wages and Overtime Dispute Name Pending Diosana Deleon v. True Religion Superior Court of the State of California On appeal Sales, LLC Street Concluded Case number County of Los Angeles – Southwest District 20CV363713 City State Zip
8. Assignments and receivership List any property in the hands of an assignee for the bene t of creditors during the 120 days before ling this case and any property in the hands of a receiver, custodian, or other court-appointed o cer within 1 year before ling this case. None
Custodian’s name and address Description of the property Value
8.1 Custodian's name and address $ Case title Court name and address Street Name
Case number City State Zip Street
Date of order or assignment City State Zip
Part 4: Certain Gifts and Charitable Contributions
9. List all gifts or charitable contributions the debtor gave to a recipient within 2 years before ling this case unless the aggregate value of the gifts to that recipient is less than $1,000 None
Recipient’s name and address Description of the gifts or contributions Dates given Value
9.1 Recipient's name $
Street
City State Zip
Recipient’s relationship to debtor
Part 5: Losses
10. All losses from re, theft, or other casualty within 1 year before ling this case None
Description of the property lost and how the loss Amount of payments received for the loss Date of loss Value of property lost occurred If you have received payments to cover the loss, for example, from insurance, government compensation, or tort liability, list the total received. List unpaid claims on O cial Form 106A/B (Schedule A/B: Assets – Real and Personal Property). Debtor True Religion Sales, LLC______Case number (if known)20-10943______Name Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 18 of 29 $
Part 6: Certain Payments or Transfers
11. Payments related to bankruptcy List any payments of money or other transfers of property made by the debtor or person acting on behalf of the debtor within 1 year before the ling of this case to another person or entity, including attorneys, that the debtor consulted about debt consolidation or restructuring, seeking bankruptcy relief, or ling a bankruptcy case. None
Who was paid or who received the transfer? If not money, describe any property transferred Dates Total amount or value
11.1 $
Email or website address
Who made the payment, if not debtor?
12. Self-settled trusts of which the debtor is a bene ciary List any payments or transfers of property made by the debtor or a person acting on behalf of the debtor within 10 years before the ling of this case to a self-settled trust or similar device. Do not include transfers already listed on this statement. None
Name of trust or device Describe any property transferred Dates transfers were Total amount or value made
12.1 $
Trustee
13. Transfers not already listed on this statement List any transfers of money or other property by sale, trade, or any other means made by the debtor or a person acting on behalf of the debtor within 2 years before the ling of this case to another person, other than property transferred in the ordinary course of business or nancial affairs. Include both outright transfers and transfers made as security. Do not include gifts or transfers previously listed on this statement. None
Who received transfer? Description of property transferred or payments Date transfer was Total amount or value received or debts paid in exchange made
13.1 $
Relationship to debtor
Part 7: Previous Locations
14. Previous addresses List all previous addresses used by the debtor within 3 years before ling this case and the dates the addresses were used. Does not apply
Address Dates of occupancy
14.1 Street From to See SOFA 14 Attachment
City State Zip Debtor True Religion Sales, LLC______Case number (if known)20-10943______Name Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 19 of 29 Part 8: Health Care Bankruptcies
15. Health Care bankruptcies Is the debtor primarily engaged in offering services and facilities for: diagnosing or treating injury, deformity, or disease, or
providing any surgical, psychiatric, drug treatment, or obstetric care?
No. Go to part 9.
Yes. Fill in the information below.
Facility name and address Nature of the business operation, including type of services the If debtor provides debtor provides meals and housing, number of patients in debtor's care
15.1 Street
Location where patient records are maintained(if different from facility How are records kept? City State Zip address). If electronic, identify any service provider Check all that apply: Electronically
Paper
Part 9: Personally Identi able Information
16. Does the debtor collect and retain personally identi able information of customers?
No.
Yes. State the nature of the information collected and retained. Names, Addresses, Email Addresses and Credit Card Information
Does the debtor have a privacy policy about that information? No
Yes
17. Within 6 years before ling this case, have any employees of the debtor been participants in any ERISA, 401(k), 403(b), or other pension or pro t-sharing plan made available by the debtor as an employee bene t?
No. Go to Part 10.
Yes. Does the debtor serve as plan administrator?
No. Go to Part 10.
Yes. Fill in below:
Name of plan Employer identi cation number of the plan True Religion Apparel, Inc. 401(K) Plan 98-0352633 Has the plan been terminated? No
Yes
Part 10: Certain Financial Accounts, Safe Deposit Boxes, and Storage Units
18. Closed nancial accounts Within 1 year before ling this case, were any nancial accounts or instruments held in the debtor’s name, or for the debtor’s bene t, closed, sold, moved, or transferred? Include checking, savings, money market, or other nancial accounts; certi cates of deposit; and shares in banks, credit unions, brokerage houses, cooperatives, associations, and other nancial institutions. None
Financial institution name and address Last 4 Type of account Date account was Last balance before digits of closed, sold, moved, or closing or transfer account transferred number Debtor True Religion Sales, LLC______Case number (if known)20-10943______Name Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 20 of 29 18.1 Name Checking $
Savings Street Money market
City State Zip Brokerage
Other
19. Safe deposit boxes List any safe deposit box or other depository for securities, cash, or other valuables the debtor now has or did have within 1 year before ling this case. None
Depository institution name and address Names of anyone with access to it Description of the contents Does debtor still have it?
19.1 Name No Address Yes Street
City State Zip
20. Off-premises storage List any property kept in storage units or warehouses within 1 year before ling this case. Do not include facilities that are in a part of a building in which the debtor does business. None
Facility name and address Names of anyone with access to it Description of the contents Does debtor still have it?
20.1 Name None Accounting Records No Williams Service Corporation Address Yes Street N/A 1925 E Vernon Ave
City State Zip Vernon CA 90058
Part 11: Property the Debtor Holds or Controls that the Debtor Does Not Own
21. Property held for another List any property that the debtor holds or controls that another entity owns. Include any property borrowed from, being stored for, or held in trust. Do not list leased or rented property None
Owner’s name and address Location of the property Description of the property Value
21.1 $
Part 12: Details About Environmental Information Debtor True Religion Sales, LLC______Case number (if known)20-10943______Name Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 21 of 29 For the purpose of Part 12, the following de nitions apply: Environmental law means any statute or governmental regulation that concerns pollution, contamination, or hazardous material, regardless of the medium affected (air, land, water, or any other medium).
Site means any location, facility, or property, including disposal sites, that the debtor now owns, operates, or utilizes or that the debtor formerly owned, operated, or utilized.
Hazardous material means anything that an environmental law de nes as hazardous or toxic, or describes as a pollutant, contaminant, or a similarly harmful substance.
Report all notices, releases, and proceedings known, regardless of when they occurred.
22. Has the debtor been a party in any judicial or administrative proceeding under any environmental law? Include settlements and orders
No.
Yes. Provide details below.
Case title Court or agency name and address Nature of the case Status of case
22.1 Name Pending Case Number On appeal Street Concluded
City State Zip
23. Has any governmental unit otherwise noti ed the debtor that the debtor may be liable or potentially liable under or in violation of an environmental law? No
Yes. Provide details below.
Site name and address Governmental unit name and address Environmental law, if known Date of notice
23.1 Name Name
Street Street
City State Zip City State Zip
24. Has the debtor noti ed any governmental unit of any release of hazardous material? No
Yes. Provide details below.
Site name and address Governmental unit name and address Environmental law, if known Date of notice
24.1 Name Name
Street Street
City State Zip City State Zip Debtor True Religion Sales, LLC______Case number (if known)20-10943______Name Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 22 of 29
Part 13: Details About the Debtor's Business or Connections to Any Business
25. Other businesses in which the debtor has or has had an interest List any business for which the debtor was an owner, partner, member, or otherwise a person in control within 6 years before ling this case. Include this information even if already listed in the Schedules.
None
Business name and address Describe the nature of the business Employer Identi cation number Do not include Social Security number or ITIN.
25.1 Fashion Retailing EIN 47-5558453 TRLGGC Services, LLC 1888 Rosecrans Ave. Dates business existed Manhattan Beach, CA 90266 From to 11/13/2015 Present
26. Books, records, and nancial statements 26a. List all accountants and bookkeepers who maintained the debtor’s books and records within 2 years before ling this case. None
Name and address Dates of service
26a.1 From to Alan Weiss 09/06/2016 12/07/2018 1888 Rosecrans Ave. Manhattan Beach, CA 90266
26a.2 From to Dali Snyder 08/08/2016 01/31/2019 1888 Rosecrans Ave. Manhattan Beach, CA 90266
26a.3 From to Christopher Powell 12/02/2018 Present 1888 Rosecrans Ave. Manhattan Beach, CA 90266
26a.4 From to David Lust 04/12/2020 Present 1888 Rosecrans Ave. Manhattan Beach, CA 90266
26b. List all rms or individuals who have audited, compiled, or reviewed debtor's books of account and records or prepared a nancial statement within 2 years before ling this case. None
Name and address Dates of service
26b.1 From to Deloitte & Touche 01/01/2017 02/03/2018 555 West 5th Street Ste 2700 Los Angeles, CA 90013
26b.2 From to Moss Adams 02/03/2018 02/02/2019 10960 Wilshire Blvd Ste 1100 Los Angeles, CA 90024 Debtor True Religion Sales, LLC______Case number (if known)20-10943______Name Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 23 of 29 26c. List all rms or individuals who were in possession of the debtor’s books of account and records when this case is led. None
Name and address If any books of account and records are unavailable, explain why
26c.1 Christopher Powell 1888 Rosecrans Ave. Manhattan Beach, CA 90266
26c.2 David Lust 1888 Rosecrans Ave. Manhattan Beach, CA 90266
26d. List all nancial institutions, creditors, and other parties, including mercantile and trade agencies, to whom the debtor issued a nancial statement within 2 years before ling this case. None
Name and address
26d.1 Citizens Bank, N.A. 1 Citizens Plaza PROVIDENCE, RI 02903 [email protected]
26d.2 Crystal Financial LLC As administrative and collateral agent to the ABL facility Two International Place 17th Floor Boston, MA 02110 mpizette@crystal nco.com
26d.3 Delaware Trust Company As administrative and collateral agent 2711 Centerville Road Suite 400 Wilmington, DE 19808
26d.4 Farmstead Master Fund, Ltd. and Burgundy 530 Offshore Fund, Ltd. 7 North Broad Street 3rd Floor Ridgewood, NJ 07450
27. Inventories Have any inventories of the debtor’s property been taken within 2 years before ling this case? No
Yes. Give the details about the two most recent inventories. Debtor True Religion Sales, LLC______Case number (if known)20-10943______Name Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 24 of 29
Name of the person who supervised the taking of the inventory Date of inventory The dollar amount and basis (cost, market, or other basis) of each inventory
Chris Flores - Director of Store and Retail Operations Jan 2019 - Oct 2019 $10,549,019.36
Name and address of the person who has possession of inventory records
27.1 Michael Blackwell - Inventory Analyst
Name of the person who supervised the taking of the inventory Date of inventory The dollar amount and basis (cost, market, or other basis) of each inventory
Chris Flores - Director of Store and Retail Operations Oct 2019 - Jan 2020 $11,861,864.86
Name and address of the person who has possession of inventory records
27.2 Michael Blackwell - Inventory Analyst
* Aggregated inventory value from 67 stores.
28. List the debtor’s o cers, directors, managing members, general partners, members in control, controlling shareholders, or other people in control of the debtor at the time of the ling of this case. Name and Address Position and nature of any interest % of interest, if any
28.1 Member Manager 100.0% Guru Denim LLC 1888 Rosecrans Ave. Manhattan Beach, CA 90266
28.2 Interim Chief Financial O cer N/A Richard Lynch 1888 Rosecrans Ave. Manhattan Beach, CA 90266
28.3 Vice President and Controller N/A Christopher Powell 1888 Rosecrans Ave. Manhattan Beach, CA 90266
29. Within 1 year before the ling of this case, did the debtor have o cers, directors, managing members, general partners, members in control of the debtor, or shareholders in control of the debtor who no longer hold these positions? No
Yes. Identify below.
Name and Address Position and nature of any interest Period during which position or interest was held
29.1 Former Chief Executive O cer & From to Chelsea Andrea Grayson Director 11/01/2018 06/01/2019 1888 Rosecrans Ave. Manhattan Beach, CA 90266
29.2 Former Interim Chief Executive O cer From to Farla Efros (Employee of HRC Advisory, LP) 06/05/2018 11/11/2019 1888 Rosecrans Ave. Manhattan Beach, CA 90266 Debtor True Religion Sales, LLC______Case number (if known)20-10943______Name Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 25 of 29 29.3 Former Executive Vice President From to Kurt Hoffman 07/13/2016 02/06/2020 1888 Rosecrans Ave. Manhattan Beach, CA 90266
29.4 Former Chief Information O cer From to Michael Hunsche 01/10/2019 04/03/2020 1888 Rosecrans Ave. Manhattan Beach, CA 90266
30. Payments, distributions, or withdrawals credited or given to insiders Within 1 year before ling this case, did the debtor provide an insider with value in any form, including salary, other compensation, draws, bonuses, loans, credits on loans, stock redemptions, and options exercised? No
Yes. Identify below.
Name and address of recipient Amount of money or description and Dates Reason for providing value of property the value
30.1 $
Relationship To Debtor
31.Within 6 years before ling this case, has the debtor been a member of any consolidated group for tax purposes? No
Yes. Identify below.
Name of the parent corporation Employer Identi cation number of the parent corporation
31.1 TRLG Intermediate Holdings, LLC EIN 37-1733150
32.Within 6 years before ling this case, has the debtor as an employer been responsible for contributing to a pension fund? No
Yes. Identify below.
Name of the pension fund Employer Identi cation number of the pension fund
32.1 EIN Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 26 of 29 SOFA 14 ATTACHMENT Previous Addresses
Store # Site Name Address 1 Suite City State ZIP Country From To 51004 644 Collins Avenue 644 Collins Avenue 5 Miami FL 33139-6278 1/31/2007 8/31/2017 51006 The Mall at Short Hills 1200 Morris Turnpike D107 Short Hills NJ 07078 3/23/2007 1/31/2019 51007 Village at Corte Madera 1618 Redwood Highway D017 Corte Madera CA 94925 9/13/2007 7/31/2017 51009 Houston Galleria 5085 Westheimer Road B2785 Houston TX 77056 7/17/2007 6/30/2017 51011 Lenox Square 3393 Peachtree Road 4015E Atlanta GA 30326 9/28/2007 1/25/2019 51012 North Park Center 8687 North Central Expressway B2-218 Dallas TX 75225 8/31/2007 8/31/2017 51013 Fashion Show 3200 South Las Vegas Blvd. 1500 Las Vegas NV 89109 5/18/2011 1/31/2018 51014 14 Wall Street 14 Wall Street New York NY 10005 1/22/2009 7/5/2017 51015 Beachwood Place 26300 Cedar Road 2025 Beachwood OH 44122 3/27/2008 9/12/2018 51016 San Francisco Centre 845 Market Street 331 San Francisco CA 94103 4/4/2008 1/31/2018 51017 St. Johns Town Center 4663 River City Drive V03 Jacksonville FL 32246 4/11/2008 4/30/2019 51019 119 Newbury Street 119 Newbury Street Boston MA 02116 6/12/2008 8/31/2017 51020 Pentagon City 1100 South Hayes Street J-07 Arlington VA 22202 4/24/2008 6/7/2017 51021 Ala Moana Center 1450 Ala Moana Boulevard 3605 Honolulu HI 96814 11/12/2015 9/30/2017 51022 Fashion Valley Mall 7007 Friars Road 810 San Diego CA 92108 5/21/2008 9/12/2018 51023 1122 Third Avenue 1122 Third Avenue New York NY 10065 5/21/2008 7/31/2017 51024 Shops at Columbus Circle (aka Time Warner 10 Columbus Circle 204B New York NY 10019 7/11/2008 7/5/2017 Center) 51025 Tyson's Corner 1961 Chain Bridge Road 06U McLean VA 22102 6/26/2008 7/31/2017 51026 Garden State Plaza One Garden State Plaza 2126 Paramus NJ 07652 10/8/2008 7/31/2017 51027 863 Broadway 863 Broadway New York NY 10003-1201 8/1/2008 7/31/2017 51028 Topanga Plaza 6600 Topanga Canyon Boulevard 1032 Canoga Park CA 91303 7/24/2008 6/30/2017 51029 1604 Walnut Street 1604 Walnut Street Philadelphia PA 19103 9/15/2008 8/31/2017 51030 Ross Park Mall 1000 Ross Park Mall Drive C02B Pittsburgh PA 15237 9/18/2008 9/12/2018 51032 Aventura Mall 19501 Biscayne Blvd. 1731 Aventura FL 33180 11/20/2008 5/4/2019 51033 Mall of America 174 S Avenue S-174 Bloomington MN 55425 12/10/2008 9/19/2018 51034 Boca Town Center 6000 Glades Road 1221 Boca Raton FL 33431 2/26/2009 1/31/2018 51035 Mall at Millenia 4200 Conroy Road B174 Orlando FL 32839 1/22/2009 1/31/2020 51036 Somerset Collection 2800 W. Big Beaver Q111 Troy MI 48084 1/16/2009 9/30/2017 51037 Shops at La Cantera 15900 La Cantera Pkwy 1250 San Antonio TX 78256 3/26/2009 7/31/2017 51042 Bellevue Square 575 Bellevue Square 102 Bellevue WA 98004 9/11/2009 7/31/2017 51045 The Gardens 3101 PGA Boulevard E133 Palm Beach Gardens FL 33410 5/7/2009 8/31/2017 51046 Park Meadows Mall 8401 Park Meadows Center Dr 1125 Lone Tree CO 80124-5128 6/11/2009 9/30/2017 51049 Scottsdale Fashion Square 7014 East Camelback Road B-136 Scottsdale AZ 85251 10/15/2009 10/31/2019 51053 Santa Monica Place 395 Santa Monica Pl 114 Santa Monica CA 90401-2350 8/6/2010 3/3/2019 51054 Malibu Village 3838 Cross Creek Road Malibu CA 90265 12/16/2009 7/31/2017 51055 Perimeter Mall 4400 Ashford Dunwoody Rd., NE 2350 Atlanta GA 30346 3/18/2010 4/1/2018 51056 Dadeland Mall 7535 N. Kendall Dr. 1910 Miami FL 33156-7704 8/20/2009 6/27/2018 51058 The Mall at Green Hills 2126 Abbott Martin Road 254 Nashville TN 37215 1/21/2010 3/10/2018 51059 Fashion Island 1009 Newport Center Drive Newport Beach CA 92660 8/27/2009 9/30/2017 51061 The Westchester 125 Westchester Avenue 2030 White Plains NY 10601 4/1/2010 8/31/2017 51065 Washington Square 9585 SW Washington Square Road B12 Tigard OR 97223 2/18/2010 7/31/2017 51066 Broadway Plaza 97 Broadway Lane 1050 Walnut Creek CA 94596 6/16/2016 9/30/2017 51072 Towson Town Center 825 Dulaney Valley Road 2165 Towson MD 21204 9/23/2010 9/26/2018 51074 Westfarms Mall 565 Westfarms Mall B230 Farmington CT 06032 4/7/2011 3/30/2018 51077 King of Prussia 160 North Gulph Rd. 2088A King of Prussia PA 19406 5/19/2011 9/19/2018 51080 Natick West 1245 Worcester Street 3060 Natick MA 01760-1553 1/19/2012 6/13/2017 51092 Providence Place One Providence Place 3160 Providence RI 02903 4/11/2013 6/30/2017 51096 Easton Town Center 4066 The Strand East 512 Columbus OH 43219 6/6/2013 9/30/2017 51097 The Mall In Columbia 10300 Little Patuxent Parkway 2785 Columbia MD 21044 7/18/2013 4/25/2018 51098 Fashion Mall at Keystone 8702 Keystone Crossing 26B Indianapolis IN 46240-7780 6/13/2013 5/2/2018 51099 La Plaza Mall 2200 S. 10th Street A03A McAllen TX 78503 7/25/2013 7/31/2017 51100 Southlake Town Square 213 Grand Avenue Southlake TX 76092 3/13/2014 8/31/2017 51101 Kenwood Town Centre 7875 Montgomery Road 2413 Cincinnati OH 45236 4/10/2014 8/31/2017 51102 Short Pump Town Center 11800 West Broad Street 1058 Richmond VA 23233 6/18/2014 8/31/2017 51103 Downtown Summerlin 1985 Festival Plaza Drive Space per Lease: I- Las Vegas NV 89135 10/9/2014 8/31/2017 300 Suite for Mailing: 180 51104 Montgomery Mall 7101 Democracy Blvd. 1276 Bethesda MD 20817 9/30/2014 8/31/2017 51105 The Shops at North Bridge 540 North Michigan Ave 202 Chicago IL 60611 11/20/2014 7/31/2017 51106 Brooklyn 162 Flatbush Ave Brooklyn NY 11201 1/31/2015 9/30/2017 51107 513 Broadway (SoHo) 513 Broadway New York NY 10012 4/16/2015 7/31/2017
In re: True Religion Sales, LLC Case No. 20-10943 Page 1 of 3 Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 27 of 29 SOFA 14 ATTACHMENT Previous Addresses
Store # Site Name Address 1 Suite City State ZIP Country From To 51304 Houston Premium Outlets 29300 Hempstead Road 965 Cypress TX 77433 3/27/2008 3/28/2019 51307 Philadelphia Premium Outlets 18 West Lightcap Road 1207 Limerick PA 19464 5/8/2008 4/22/2019 51309 Riverhead Outlets 961 Tanger Mall Drive 916 Riverhead NY 11901 7/2/2008 8/31/2018 51312 Waikele Premium Outlets 94-790 Lumiaina Street 304 Waipahu HI 96797 5/14/2009 1/31/2020 51317 Jersey Shore Premium Outlets One Premium Outlets Blvd. 543 Tinton Falls NJ 07753 9/3/2009 1/31/2020 51318 Carlsbad Premium Outlets 5620 Paseo del Norte C107 Carlsbad CA 92008 11/5/2009 1/31/2020 51335 Destiny USA 9090 Carousel Center Drive L104 Syracuse NY 13204 10/18/2012 1/31/2020 51337 Merrimack Premium Outlets 80 Premium Outlets Boulevard 303 Merrimack NH 03054 6/14/2012 1/8/2020 51340 Tanger Outlets Hilton Head 1252 Fording Island Road 310 Bluffton SC 29910 5/3/2013 1/31/2020 51341 Outlet Shops of Atlanta 915 Ridgewalk Parkway H-830 Woodstock GA 30188 7/18/2013 1/31/2020 51347 Tanger Outlets Foley 2601 McKenzie Street 224 Foley AL 36535 11/11/2016 7/31/2019 51349 Grapevine Mills 3000 Grapevine Mills Parkway 220 Grapevine TX 76051 5/26/2017 7/31/2019 51355 Tanger Outlets of Mebane 4000 Arrowhead Blvd 720 Mebane NC 27302 11/3/2017 3/15/2019 51358 Tanger Deer Park 152 The Arches Cir 1502 Deer Park NY 11729 8/31/2018 8/31/2019 51360 Nebraska Crossing 21311 Nebraska Crossing Dr B109 Gretna NE 68028 8/3/2018 10/31/2019 51364 Outlet Shoppes at Laredo 1600 Water St B-580 Laredo TX 78040 8/17/2018 1/8/2020 51366 Tanger Pittsburgh 2200 Tanger Blvd 840 Washington PA 15301 10/12/2018 11/9/2019 51367 Legends at Kansas City 11829 Village West Pkwy T-115 Kansas City KS 66111 10/5/2018 2/10/2020 51603 Pentagon City 1100 South Hayes Street 0J07 Arlington VA 22202 6/8/2017 1/31/2020 51604 Serramonte Center 3 Serramonte Center B238 Daly City CA 94015 12/8/2017 1/19/2020 51606 Dadeland Mall 7535 N. Kendall Dr. 1910 Miami FL 33156-7704 6/28/2018 7/11/2019 51610 Perimeter Mall 4400 Ashford Dunwoody Rd., NE 2350 Atlanta GA 30346 4/2/2018 2/8/2019 51611 The Mall In Columbia 10300 Little Patuxent Parkway 2785 Columbia MD 21044 4/26/2018 1/31/2020 51612 Fashion Mall at Keystone 8702 Keystone Crossing 26B Indianapolis IN 46240-7780 5/3/2018 4/23/2019 51613 Westfarms Mall 565 Westfarms Mall B230 Farmington CT 06032 3/31/2018 4/5/2019 51619 Memorial City Mall 303 Memorial City 758 Houston TX 77024 11/9/2018 2/1/2020 51620 Yorktown Center 227 Yorktown Shopping Center 227 Lombard IL 60148 11/23/2018 2/1/2020 51622 Beachwood Place 26300 Cedar Road 2025 Beachwood OH 44122 9/13/2018 1/31/2020 51623 Ross Park Mall 1000 Ross Park Mall Drive C02B Pittsburgh PA 15237 9/13/2018 1/31/2019 51624 Fashion Valley Mall 7007 Friars Road 810 San Diego CA 92108 9/13/2018 5/31/2019 51625 King of Prussia 160 North Gulph Rd. 2088A King of Prussia PA 19406 9/20/2018 1/29/2020 51626 Mall of America 174 S Avenue S-174 Bloomington MN 55425 9/20/2018 1/31/2020 51627 Towson Town Center 825 Dulaney Valley Road 2165 Towson MD 21204 9/27/2018 2/1/2020 51701 Long Beach Towne Center 7370 Carson Boulevard Long Beach CA 90808 11/21/2018 2/28/2019 51801 Fashion Show Kids Store 3200 South Las Vegas Boulevard 2490 Las Vegas NV 89109 11/21/2007 9/30/2017 51006-S The Mall at Short Hills Storage 1200 Morris Turnpike Short Hills NJ 07078 10/21/2013 1/31/2019 51011-S Lenox Square Storage 3393 Peachtree Road 2067H Atlanta GA 30326 11/20/2013 12/31/2018 51070-S Forum Shops Holiday Storage 3500 Las Vegas Boulevard South Storage Cage Las Vegas NV 89109 11/1/2017 1/31/2018 51302-S Woodbury Common Premium Outlets Holiday 498 Red Apple Court Storage Cage #9 Central Valley NY 10917 10/16/2017 1/31/2018 Storage 51302-S Woodbury Common Premium Outlets Storage 27 Bond St. 505 Central Valley NY 10917 11/16/2015 12/30/2018 (Extra Space Storage) 51303-S Las Vegas North Premium Outlets Holiday 605 South Grand Central Parkway POD in Service Las Vegas NV 89106 10/16/2017 1/31/2018 Storage Court #3 Space #5 51303-S Las Vegas North Premium Outlets Storage 605 South Grand Central Parkway Svc Crt #3 Space Las Vegas NV 89106 10/16/2017 3/31/2019 #4 51304-S Houston Premium Outlets Holiday Storage 29300 Hempstead Road POD in Service Cypress TX 77433 10/23/2017 1/31/2018 Court #4 51304-S Houston Premium Outlets Holiday Storage 29300 Hempstead Road POD in Service Cypress TX 77433 11/1/2018 1/31/2019 Court #4 51314-S Chicago Premium Outlets Holiday Storage 1650 Premium Outlet Blvd. POD SPACE Aurora IL 60502 11/1/2017 1/31/2018 51314-S Chicago Premium Outlets Holiday Storage 1650 Premium Outlet Blvd. POD SPACE Aurora IL 60502 11/1/2018 1/31/2019 51315-S Colonnade at Sawgrass Mills Holiday Storage 1800 Sawgrass Mills Circle 2300-H Sunrise FL 33323 10/16/2017 12/31/2017 51320-S Las Americas Premium Outlets Holiday Storage 4211 Camino de la Plaza 20 Building B San Diego CA 92173 11/1/2018 1/31/2019 51322-S Gilroy Premium Outlets Holiday Storage 681 Leavesley Rd A-037 Gilroy CA 95020 10/16/2017 1/31/2018 51325-S Vacaville Premium Outlets Holiday Storage 321-2 Nut Tree Road Cage 321-A3 Vacaville CA 95687 10/16/2017 1/31/2018 51325-S Vacaville Premium Outlets Storage 321-2 Nut Tree Road Vacaville CA 95687 1/16/2017 4/15/2017 51333-S Jersey Gardens Storage 651 Kapkowski Road Elizabeth NJ 07201 11/1/2016 4/30/2017 51334-S Great Lakes Crossing Storage 4112 Baldwin Road Space #9 Auburn Hills MI 48326 10/1/2015 11/10/2018 51334-S Great Lakes Crossing Storage 4112 Baldwin Road Space #34 Auburn Hills MI 48326 11/11/2016 1/31/2019 51336-S Fashion Outlets Chicago Holiday Storage 5220 Fashion Outlets Way 1130A (Lease Plan) Rosemont IL 60018 11/6/2017 1/31/2018 STONN18 (Lease)
In re: True Religion Sales, LLC Case No. 20-10943 Page 2 of 3 Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 28 of 29 SOFA 14 ATTACHMENT Previous Addresses
Store # Site Name Address 1 Suite City State ZIP Country From To 51338-S Citadel Outlets Holiday Storage 100 Citadel Drive CONT4 in DC 600 Commerce CA 90040 10/13/2017 1/31/2018 51338-S Citadel Outlets Holiday Storage 100 Citadel Drive CONT# in DC 600 Commerce CA 90040 11/1/2018 1/31/2019 51344-S Ontario Mills Holiday Storage One Mills Circle cage 2-4 Ontario CA 91764-5207 11/1/2017 1/31/2018 51344-S Ontario Mills Holiday Storage One Mills Circle POD Space Ontario CA 91674-5207 11/1/2018 1/31/2019 51602-S Westfield Culver City Storage 6000 Sepulveda Boulevard S2225 Culver City CA 90230 2/13/2018 1/31/2019 51604-S Serramonte Center Storage 3 Serramonte Center B-20 Daly City CA 94015 11/2/2017 12/1/2017 51701-S Long Beach Towne Center Storage 7374 Carson Boulevard Long Beach CA 90808 12/15/2018 1/31/2019
In re: True Religion Sales, LLC Case No. 20-10943 Page 3 of 3 Case 20-10943-CSS Doc 8 Filed 05/26/20 Page 29 of 29
Fill in this information to identify the case:
Debtor name: True Religion Sales, LLC
United States Bankruptcy Court for the: District of Delaware Check if this is an Case number: 20-10943 amended ling
WARNING - Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in nes up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571. I have examined the information in this Statement of Financial Affairs and any attachments and have a reasonable belief that the information is true and correct. I declare under penalty of perjury that the foregoing is true and correct.
Executed on 5/26/2020
/s/ Christopher Powell Christopher Powell
Signature of individual signing on behalf of debtor Printed name
Vice President and Controller Position or relationship to debtor
Are additional pages to Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy (O cial Form 207) attached?
No
Yes