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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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31-1469076
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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6301 Fitch Path, New Albany, Ohio
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43054
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Class A Common Stock
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Outstanding at December 1, 2016
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$.01 Par Value
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67,674,988 Shares
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Page No.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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ITEM 1.
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FINANCIAL STATEMENTS
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Thirteen Weeks Ended
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Thirty-nine Weeks Ended
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||||||||||||
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October 29, 2016
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October 31, 2015
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October 29, 2016
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October 31, 2015
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||||||||
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Net sales
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$
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821,734
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$
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878,572
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$
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2,290,377
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$
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2,405,750
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Cost of sales, exclusive of depreciation and amortization
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310,995
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318,785
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876,810
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924,552
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Gross profit
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510,739
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559,787
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1,413,567
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1,481,198
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||||
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Stores and distribution expense
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386,609
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392,942
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1,138,644
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1,173,773
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||||
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Marketing, general and administrative expense
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105,307
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117,698
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331,473
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345,077
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||||
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Restructuring benefit
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—
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—
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—
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(1,598
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)
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||||
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Asset impairment
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—
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12,076
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6,356
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18,209
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||||
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Other operating income, net
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(822
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)
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(3,919
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)
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(16,835
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)
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(7,018
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)
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||||
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Operating income (loss)
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19,645
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40,990
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(46,071
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)
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(47,245
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)
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||||
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Interest expense, net
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4,609
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4,586
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13,856
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13,792
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||||
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Income (loss) before taxes
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15,036
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36,404
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(59,927
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)
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(61,037
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)
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||||
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Income tax expense (benefit)
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6,762
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(5,881
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)
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(17,540
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)
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(40,688
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)
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Net income (loss)
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8,274
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42,285
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(42,387
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)
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(20,349
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)
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||||
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Less: Net income attributable to noncontrolling interests
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393
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394
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2,448
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1,816
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||||
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Net income (loss) attributable to A&F
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$
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7,881
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$
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41,891
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$
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(44,835
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)
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$
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(22,165
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)
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Net income (loss) per share attributable to A&F
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Basic
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$
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0.12
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$
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0.61
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$
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(0.66
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)
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$
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(0.32
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)
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Diluted
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$
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0.12
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$
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0.60
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$
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(0.66
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)
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$
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(0.32
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)
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||||||||
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Weighted-average shares outstanding
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||||||||
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Basic
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67,975
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68,866
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67,848
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69,363
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Diluted
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68,277
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69,265
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67,848
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69,363
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Dividends declared per share
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$
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0.20
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$
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0.20
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$
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0.60
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$
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0.60
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Other comprehensive (loss) income
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Foreign currency translation, net of tax
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$
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(12,194
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)
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$
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(1,491
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)
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$
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870
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$
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(11,362
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)
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Derivative financial instruments, net of tax
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3,937
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(2,952
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)
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557
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(11,288
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)
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||||
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Other comprehensive (loss) income
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(8,257
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)
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(4,443
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)
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1,427
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(22,650
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)
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Comprehensive income (loss)
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17
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37,842
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(40,960
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)
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(42,999
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)
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||||
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Less: Comprehensive income attributable to noncontrolling interests
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393
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394
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2,448
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1,816
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||||
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Comprehensive (loss) income attributable to A&F
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$
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(376
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)
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$
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37,448
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$
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(43,408
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)
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$
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(44,815
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)
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October 29, 2016
|
|
January 30, 2016
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||||
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Assets
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||||
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Current assets:
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||||
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Cash and equivalents
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$
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469,720
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$
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588,578
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Receivables
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71,235
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56,868
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Inventories, net
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516,146
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436,701
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Other current assets
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93,170
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96,833
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Total current assets
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1,150,271
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1,178,980
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Property and equipment, net
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827,996
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894,178
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Other assets
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358,201
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359,881
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Total assets
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$
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2,336,468
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$
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2,433,039
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Liabilities and stockholders’ equity
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|
||||
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Current liabilities:
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|
||||
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Accounts payable
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$
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228,880
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$
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184,175
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Accrued expenses
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266,761
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321,237
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|
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Short-term portion of deferred lease credits
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20,623
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23,303
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|
||
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Income taxes payable
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7,654
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|
5,988
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|
||
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Short-term portion of borrowings, net
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2,204
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|
|
—
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|
||
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Total current liabilities
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526,122
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|
|
534,703
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|
||
|
Long-term liabilities:
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|
||||
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Long-term portion of deferred lease credits
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77,800
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|
89,256
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|
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Long-term portion of borrowings, net
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285,029
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286,235
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|
||
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Leasehold financing obligations
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48,810
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|
|
47,440
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|
||
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Other liabilities
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179,085
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|
|
179,683
|
|
||
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Total long-term liabilities
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590,724
|
|
|
602,614
|
|
||
|
Stockholders’ equity
|
|
|
|
||||
|
Class A Common Stock - $0.01 par value: 150,000 shares authorized and 103,300 shares issued at each of October 29, 2016 and January 30, 2016
|
1,033
|
|
|
1,033
|
|
||
|
Paid-in capital
|
394,135
|
|
|
407,029
|
|
||
|
Retained earnings
|
2,440,069
|
|
|
2,530,196
|
|
||
|
Accumulated other comprehensive loss, net of tax
|
(113,192
|
)
|
|
(114,619
|
)
|
||
|
Treasury stock, at average cost: 35,617 and 35,952 shares at October 29, 2016 and January 30, 2016, respectively
|
(1,510,378
|
)
|
|
(1,532,576
|
)
|
||
|
Total Abercrombie & Fitch Co. stockholders’ equity
|
1,211,667
|
|
|
1,291,063
|
|
||
|
Noncontrolling interests
|
7,955
|
|
|
4,659
|
|
||
|
Total stockholders’ equity
|
1,219,622
|
|
|
1,295,722
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
2,336,468
|
|
|
$
|
2,433,039
|
|
|
|
Thirty-nine Weeks Ended
|
||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||
|
Operating activities
|
|
|
|
||||
|
Net loss
|
$
|
(42,387
|
)
|
|
$
|
(20,349
|
)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
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146,666
|
|
|
160,364
|
|
||
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Asset impairment
|
6,356
|
|
|
18,209
|
|
||
|
Loss on disposal
|
1,914
|
|
|
6,312
|
|
||
|
Amortization of deferred lease credits
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(18,601
|
)
|
|
(21,482
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)
|
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Benefit from deferred income taxes
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(26,817
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)
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(36,747
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)
|
||
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Share-based compensation
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16,691
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|
|
21,681
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|
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Changes in assets and liabilities
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|
||||
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Inventories, net
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(91,375
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)
|
|
(141,725
|
)
|
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Accounts payable and accrued expenses
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9,533
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|
|
148,832
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|
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Lessor construction allowances
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4,976
|
|
|
4,743
|
|
||
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Income taxes
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(6,463
|
)
|
|
(34,249
|
)
|
||
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Return of long-term lease deposit
|
22,801
|
|
|
—
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|
||
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Other assets
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(3,692
|
)
|
|
(9,268
|
)
|
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Other liabilities
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1,776
|
|
|
(29,781
|
)
|
||
|
Net cash provided by operating activities
|
21,378
|
|
|
66,540
|
|
||
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Investing activities
|
|
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|
||||
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Purchases of property and equipment
|
(96,814
|
)
|
|
(105,216
|
)
|
||
|
Proceeds from sale of property and equipment
|
4,098
|
|
|
11,109
|
|
||
|
Other investing activities
|
—
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|
|
9,544
|
|
||
|
Net cash used for investing activities
|
(92,716
|
)
|
|
(84,563
|
)
|
||
|
Financing activities
|
|
|
|
||||
|
Purchase of treasury stock
|
—
|
|
|
(50,033
|
)
|
||
|
Repayments of borrowings
|
—
|
|
|
(2,250
|
)
|
||
|
Dividends paid
|
(40,526
|
)
|
|
(41,704
|
)
|
||
|
Other financing activities
|
(4,126
|
)
|
|
147
|
|
||
|
Net cash used for financing activities
|
(44,652
|
)
|
|
(93,840
|
)
|
||
|
Effect of exchange rates on cash
|
(2,868
|
)
|
|
(3,234
|
)
|
||
|
Net decrease in cash and equivalents
|
(118,858
|
)
|
|
(115,097
|
)
|
||
|
Cash and equivalents, beginning of period
|
588,578
|
|
|
520,708
|
|
||
|
Cash and equivalents, end of period
|
$
|
469,720
|
|
|
$
|
405,611
|
|
|
Significant non-cash investing activities
|
|
|
|
||||
|
Change in accrual for construction in progress
|
$
|
(12,453
|
)
|
|
$
|
22,882
|
|
|
Supplemental information
|
|
|
|
||||
|
Cash paid for interest
|
$
|
11,538
|
|
|
$
|
12,220
|
|
|
Cash paid for income taxes, net of refunds
|
$
|
20,516
|
|
|
$
|
45,100
|
|
|
Accounting Standards Update (ASU)
|
|
Description
|
|
Date of
Adoption
|
|
Effect on the Financial Statements or Other Significant Matters
|
|
Standards not yet adopted
|
||||||
|
ASU 2015-11,
Simplifying the Measurement of Inventory
|
|
This update amends ASC 330,
Inventory
. The new guidance applies to inventory measured using first-in, first-out (FIFO) or average cost. Under this amendment, inventory should be measured at the lower of cost and net realizable value, which is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
|
|
January 29, 2017*
|
|
The adoption of this amendment is not expected to have a material impact on the Company’s consolidated financial statements.
|
|
ASU 2016-09,
Compensation—Stock Compensation
|
|
This update amends ASC 718,
Compensation
. Under the new guidance, tax benefits and certain tax deficiencies arising from the vesting of share-based payments will be recognized as income tax benefits or expenses in the statement of operations, whereas under the current guidance such benefits and deficiencies are recorded in additional paid-in-capital. The cash flow effects of the tax benefit will be reported in cash flows from operating activities, whereas they are currently reported in cash flows from financing activities. This guidance also allows for entities to make a policy election to estimate forfeitures or account for them when they occur.
|
|
January 29, 2017*
|
|
The Company is currently evaluating the method of adoption and the impact that this standard will have on its consolidated financial statements.
|
|
ASU 2014-09,
Revenue from Contracts with Customers
|
|
This update supersedes the revenue recognition requirements in ASC 605,
Revenue Recognition
. The new guidance requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services.
|
|
February 4, 2018
|
|
The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
|
|
ASU 2016-02,
Leases
|
|
This update supersedes the leasing requirements in ASC 840,
Leases
. The new guidance requires an entity to recognize lease assets and lease liabilities on the balance sheet and disclose key leasing information that depicts the lease rights and obligations of an entity.
|
|
February 3, 2019*
|
|
The Company is currently evaluating the impact that this standard will have on its consolidated financial statements, but expects that it will result in a significant increase in the Company’s long-term assets and long-term liabilities on the Company's consolidated balance sheets.
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||
|
(in thousands)
|
October 29, 2016
|
|
October 31, 2015
|
|
October 29, 2016
|
|
October 31, 2015
|
||||
|
Shares of common stock issued
|
103,300
|
|
|
103,300
|
|
|
103,300
|
|
|
103,300
|
|
|
Weighted-average treasury shares
|
(35,325
|
)
|
|
(34,434
|
)
|
|
(35,452
|
)
|
|
(33,937
|
)
|
|
Weighted-average — basic shares
|
67,975
|
|
|
68,866
|
|
|
67,848
|
|
|
69,363
|
|
|
Dilutive effect of share-based compensation awards
|
302
|
|
|
399
|
|
|
—
|
|
|
—
|
|
|
Weighted-average — diluted shares
|
68,277
|
|
|
69,265
|
|
|
67,848
|
|
|
69,363
|
|
|
Anti-dilutive shares
(1)
|
6,126
|
|
|
10,205
|
|
|
6,209
|
|
|
12,154
|
|
|
(1)
|
Reflects the total number of shares related to outstanding share-based compensation awards that have been excluded from the computation of net income (loss) per diluted share because the impact would have been anti-dilutive.
|
|
•
|
Level 1—inputs are unadjusted quoted prices for identical assets or liabilities that are available in active markets that the Company can access at the measurement date.
|
|
•
|
Level 2—inputs are other than quoted market prices included within Level 1 that are observable for assets or liabilities, directly or indirectly.
|
|
•
|
Level 3—inputs to the valuation methodology are unobservable.
|
|
|
Assets and Liabilities at Fair Value as of October 29, 2016
|
||||||||||||||
|
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Trust-owned life insurance policies (at cash surrender value)
|
$
|
—
|
|
|
$
|
98,896
|
|
|
$
|
—
|
|
|
$
|
98,896
|
|
|
Money market funds
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||
|
Derivative financial instruments
|
—
|
|
|
6,460
|
|
|
—
|
|
|
6,460
|
|
||||
|
Total assets
|
$
|
21
|
|
|
$
|
105,356
|
|
|
$
|
—
|
|
|
$
|
105,377
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Derivative financial instruments
|
$
|
—
|
|
|
$
|
262
|
|
|
$
|
—
|
|
|
$
|
262
|
|
|
|
Assets at Fair Value as of January 30, 2016
|
||||||||||||||
|
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Money market funds
|
$
|
311,349
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
311,349
|
|
|
Derivative financial instruments
|
—
|
|
|
4,166
|
|
|
—
|
|
|
4,166
|
|
||||
|
Total assets
|
$
|
311,349
|
|
|
$
|
4,166
|
|
|
$
|
—
|
|
|
$
|
315,515
|
|
|
(in thousands)
|
October 29, 2016
|
|
January 30, 2016
|
||||
|
Gross borrowings outstanding, carrying amount
|
$
|
293,250
|
|
|
$
|
293,250
|
|
|
Gross borrowings outstanding, fair value
|
$
|
293,250
|
|
|
$
|
284,453
|
|
|
(in thousands)
|
October 29, 2016
|
|
January 30, 2016
|
||||
|
Property and equipment, at cost
|
$
|
2,805,449
|
|
|
$
|
2,792,437
|
|
|
Less: Accumulated depreciation and amortization
|
(1,977,453
|
)
|
|
(1,898,259
|
)
|
||
|
Property and equipment, net
|
$
|
827,996
|
|
|
$
|
894,178
|
|
|
|
Number of
Underlying
Shares
|
|
Weighted-Average
Exercise Price
|
|
Aggregate
Intrinsic Value
|
|
Weighted-Average
Remaining
Contractual Life
|
|||||
|
Outstanding at January 30, 2016
|
271,000
|
|
|
$
|
63.05
|
|
|
|
|
|
||
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
|
Exercised
|
(2,000
|
)
|
|
22.87
|
|
|
|
|
|
|||
|
Forfeited or expired
|
(79,200
|
)
|
|
31.53
|
|
|
|
|
|
|||
|
Outstanding at October 29, 2016
|
189,800
|
|
|
$
|
76.62
|
|
|
$
|
—
|
|
|
0.9
|
|
Stock options exercisable at October 29, 2016
|
189,800
|
|
|
$
|
76.62
|
|
|
$
|
—
|
|
|
0.9
|
|
|
Number of
Underlying
Shares
|
|
Weighted-Average
Exercise Price
|
|
Aggregate
Intrinsic Value
|
|
Weighted-Average
Remaining
Contractual Life
|
|||||
|
Outstanding at January 30, 2016
|
5,301,115
|
|
|
$
|
45.02
|
|
|
|
|
|
||
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
|
Exercised
|
(10,483
|
)
|
|
22.45
|
|
|
|
|
|
|||
|
Forfeited or expired
|
(1,194,207
|
)
|
|
37.27
|
|
|
|
|
|
|||
|
Outstanding at October 29, 2016
|
4,096,425
|
|
|
$
|
47.43
|
|
|
$
|
—
|
|
|
3.0
|
|
Stock appreciation rights exercisable at October 29, 2016
|
3,524,010
|
|
|
$
|
50.69
|
|
|
$
|
—
|
|
|
2.1
|
|
Stock appreciation rights expected to become exercisable in the future as of October 29, 2016
|
502,927
|
|
|
$
|
27.60
|
|
|
$
|
—
|
|
|
8.1
|
|
|
Service-based Restricted
Stock Units
|
|
Performance-based Restricted
Stock Units
|
|
Market-based Restricted
Stock Units
|
|||||||||||||||
|
|
Number of
Underlying
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|
Number of
Underlying
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|
Number of
Underlying
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|||||||||
|
Unvested at January 30, 2016
|
1,671,597
|
|
|
$
|
28.13
|
|
|
185,500
|
|
|
$
|
23.42
|
|
|
117,711
|
|
|
$
|
25.00
|
|
|
Granted
|
1,119,848
|
|
|
25.28
|
|
|
129,725
|
|
|
25.70
|
|
|
129,734
|
|
|
31.01
|
|
|||
|
Adjustments for performance achievement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Vested
|
(603,789
|
)
|
|
30.37
|
|
|
(32,625
|
)
|
|
36.12
|
|
|
—
|
|
|
—
|
|
|||
|
Forfeited
|
(236,871
|
)
|
|
26.75
|
|
|
(78,677
|
)
|
|
24.22
|
|
|
(62,553
|
)
|
|
31.91
|
|
|||
|
Unvested at October 29, 2016
|
1,950,785
|
|
|
$
|
25.97
|
|
|
203,923
|
|
|
$
|
22.53
|
|
|
184,892
|
|
|
$
|
26.89
|
|
|
(in thousands)
|
October 29, 2016
|
|
October 31, 2015
|
||||
|
Service-based restricted stock units:
|
|
|
|
||||
|
Total grant date fair value of awards granted
|
$
|
28,310
|
|
|
$
|
21,725
|
|
|
Total grant date fair value of awards vested
|
18,337
|
|
|
17,956
|
|
||
|
|
|
|
|
||||
|
Performance-based restricted stock units:
|
|
|
|
||||
|
Total grant date fair value of awards granted
|
$
|
3,334
|
|
|
$
|
2,278
|
|
|
Total grant date fair value of awards vested
|
1,178
|
|
|
1,861
|
|
||
|
|
|
|
|
||||
|
Market-based restricted stock units:
|
|
|
|
||||
|
Total grant date fair value of awards granted
|
$
|
4,023
|
|
|
$
|
2,158
|
|
|
Total grant date fair value of awards vested
|
—
|
|
|
—
|
|
||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||
|
Grant date market price
|
$
|
28.06
|
|
|
$
|
22.46
|
|
|
Fair value
|
$
|
31.01
|
|
|
$
|
19.04
|
|
|
Assumptions:
|
|
|
|
||||
|
Price volatility
|
45
|
%
|
|
45
|
%
|
||
|
Expected term (years)
|
2.7
|
|
|
2.8
|
|
||
|
Risk-free interest rate
|
1.0
|
%
|
|
0.9
|
%
|
||
|
Dividend yield
|
3.0
|
%
|
|
3.5
|
%
|
||
|
Average volatility of peer companies
|
34.5
|
%
|
|
34.0
|
%
|
||
|
Average correlation coefficient of peer companies
|
0.3415
|
|
|
0.3288
|
|
||
|
(in thousands)
|
Notional Amount
(1)
|
||
|
Euro
|
$
|
82,321
|
|
|
British pound
|
$
|
34,335
|
|
|
Canadian dollar
|
$
|
16,949
|
|
|
Japanese yen
|
$
|
9,615
|
|
|
(1)
|
Amounts reported are the U.S. Dollar notional amounts outstanding as of
October 29, 2016
.
|
|
(in thousands)
|
Location
|
|
October 29,
2016 |
|
January 30,
2016 |
|
Location
|
|
October 29,
2016 |
|
January 30,
2016 |
||||||||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Foreign currency exchange forward contracts
|
Other current assets
|
|
$
|
6,460
|
|
|
$
|
4,097
|
|
|
Accrued expenses
|
|
$
|
262
|
|
|
$
|
—
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Foreign currency exchange forward contracts
|
Other current assets
|
|
$
|
—
|
|
|
$
|
69
|
|
|
Accrued expenses
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total
|
Other current assets
|
|
$
|
6,460
|
|
|
$
|
4,166
|
|
|
Accrued expenses
|
|
$
|
262
|
|
|
$
|
—
|
|
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
|
|
|
October 29, 2016
|
|
October 31, 2015
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands)
|
Location
|
|
Gain/(Loss)
|
|
Gain/(Loss)
|
|
Gain/(Loss)
|
|
Gain/(Loss)
|
||||||||
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|||||||||
|
Foreign currency exchange forward contracts
|
Other operating income, net
|
|
$
|
152
|
|
|
$
|
10
|
|
|
$
|
295
|
|
|
$
|
434
|
|
|
|
Effective Portion
|
|
Ineffective Portion and Amount Excluded from Effectiveness Testing
|
||||||||||||||||||||||||
|
|
Amount of Gain (Loss) Recognized in OCI on Derivative Contracts
(1)
|
|
Location of Gain (Loss) Reclassified from AOCL into Earnings
|
|
Amount of Gain (Loss) Reclassified from AOCL into Earnings
(2)
|
|
Location of Gain Recognized in Earnings on Derivative Contracts
|
|
Amount of Gain Recognized in Earnings on Derivative Contracts
(3)
|
||||||||||||||||||
|
|
Thirteen Weeks Ended
|
||||||||||||||||||||||||||
|
(in thousands)
|
October 29,
2016 |
|
October 31,
2015 |
|
|
|
October 29,
2016 |
|
October 31,
2015 |
|
|
|
October 29,
2016 |
|
October 31,
2015 |
||||||||||||
|
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Foreign currency exchange forward contracts
|
$
|
4,986
|
|
|
$
|
933
|
|
|
Cost of sales, exclusive of depreciation and amortization
|
|
$
|
450
|
|
|
$
|
2,886
|
|
|
Other operating income, net
|
|
$
|
695
|
|
|
$
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Thirty-nine Weeks Ended
|
||||||||||||||||||||||||||
|
(in thousands)
|
October 29, 2016
|
|
October 31, 2015
|
|
|
|
October 29, 2016
|
|
October 31, 2015
|
|
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||||||
|
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Foreign currency exchange forward contracts
|
$
|
3,026
|
|
|
$
|
3,318
|
|
|
Cost of sales, exclusive of depreciation and amortization
|
|
$
|
2,551
|
|
|
$
|
13,761
|
|
|
Other operating income, net
|
|
$
|
1,308
|
|
|
$
|
297
|
|
|
(1)
|
The amount represents the change in fair value of derivative contracts due to changes in spot rates.
|
|
(2)
|
The amount represents the reclassification from AOCL into earnings when the hedged item affects earnings, which is when merchandise is sold to the Company’s customers.
|
|
(3)
|
The amount represents the change in fair value of derivative contracts due to changes in the difference between the spot price and forward price that is excluded from the assessment of hedge effectiveness and, therefore, recognized in earnings.
|
|
|
Thirteen Weeks Ended October 29, 2016
|
||||||||||
|
(in thousands)
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Derivative Financial Instruments
|
|
Total
|
||||||
|
Beginning balance at July 30, 2016
|
$
|
(106,132
|
)
|
|
$
|
1,197
|
|
|
$
|
(104,935
|
)
|
|
Other comprehensive (loss) income before reclassifications
|
(12,194
|
)
|
|
4,986
|
|
|
(7,208
|
)
|
|||
|
Reclassified from accumulated other comprehensive loss
(1)
|
—
|
|
|
(450
|
)
|
|
(450
|
)
|
|||
|
Tax effect
|
—
|
|
|
(599
|
)
|
|
(599
|
)
|
|||
|
Other comprehensive (loss) income
|
(12,194
|
)
|
|
3,937
|
|
|
(8,257
|
)
|
|||
|
Ending balance at October 29, 2016
|
$
|
(118,326
|
)
|
|
$
|
5,134
|
|
|
$
|
(113,192
|
)
|
|
|
Thirty-nine Weeks Ended October 29, 2016
|
||||||||||
|
(in thousands)
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Derivative Financial Instruments
|
|
Total
|
||||||
|
Beginning balance at January 30, 2016
|
$
|
(119,196
|
)
|
|
$
|
4,577
|
|
|
$
|
(114,619
|
)
|
|
Other comprehensive income before reclassifications
|
870
|
|
|
3,026
|
|
|
3,896
|
|
|||
|
Reclassified from accumulated other comprehensive loss
(1)
|
—
|
|
|
(2,551
|
)
|
|
(2,551
|
)
|
|||
|
Tax effect
|
—
|
|
|
82
|
|
|
82
|
|
|||
|
Other comprehensive income
|
870
|
|
|
557
|
|
|
1,427
|
|
|||
|
Ending balance at October 29, 2016
|
$
|
(118,326
|
)
|
|
$
|
5,134
|
|
|
$
|
(113,192
|
)
|
|
(1)
|
For the
thirteen
and
thirty-nine
weeks ended
October 29, 2016
, a loss was reclassified from accumulated other comprehensive loss to cost of sales, exclusive of depreciation and amortization on the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss).
|
|
|
Thirteen Weeks Ended October 31, 2015
|
||||||||||
|
(in thousands)
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Derivative Financial Instruments
|
|
Total
|
||||||
|
Beginning balance at August 1, 2015
|
$
|
(106,551
|
)
|
|
$
|
4,764
|
|
|
$
|
(101,787
|
)
|
|
Other comprehensive loss before reclassifications
|
(1,384
|
)
|
|
(123
|
)
|
|
(1,507
|
)
|
|||
|
Reclassified from accumulated other comprehensive loss
(2)
|
—
|
|
|
(2,886
|
)
|
|
(2,886
|
)
|
|||
|
Tax effect
|
(107
|
)
|
|
57
|
|
|
(50
|
)
|
|||
|
Other comprehensive loss
|
(1,491
|
)
|
|
(2,952
|
)
|
|
(4,443
|
)
|
|||
|
Ending balance at October 31, 2015
|
$
|
(108,042
|
)
|
|
$
|
1,812
|
|
|
$
|
(106,230
|
)
|
|
|
Thirty-nine Weeks Ended October 31, 2015
|
||||||||||
|
(in thousands)
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Derivative Financial Instruments
|
|
Total
|
||||||
|
Beginning balance at January 31, 2015
|
$
|
(96,680
|
)
|
|
$
|
13,100
|
|
|
$
|
(83,580
|
)
|
|
Other comprehensive (loss) income before reclassifications
|
(11,255
|
)
|
|
2,263
|
|
|
(8,992
|
)
|
|||
|
Reclassified from accumulated other comprehensive loss
(2)
|
—
|
|
|
(13,761
|
)
|
|
(13,761
|
)
|
|||
|
Tax effect
|
(107
|
)
|
|
210
|
|
|
103
|
|
|||
|
Other comprehensive loss
|
(11,362
|
)
|
|
(11,288
|
)
|
|
(22,650
|
)
|
|||
|
Ending balance at October 31, 2015
|
$
|
(108,042
|
)
|
|
$
|
1,812
|
|
|
$
|
(106,230
|
)
|
|
(2)
|
For the
thirteen
and
thirty-nine
weeks ended
October 31, 2015
, a loss was reclassified from accumulated other comprehensive loss to cost of sales, exclusive of depreciation and amortization on the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss).
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
(in thousands)
|
October 29, 2016
|
|
October 31, 2015
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
Abercrombie
|
$
|
358,255
|
|
|
$
|
411,259
|
|
|
$
|
1,044,667
|
|
|
$
|
1,131,626
|
|
|
Hollister
|
463,479
|
|
|
467,313
|
|
|
1,245,710
|
|
|
1,274,124
|
|
||||
|
Total
|
$
|
821,734
|
|
|
$
|
878,572
|
|
|
$
|
2,290,377
|
|
|
$
|
2,405,750
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
(in thousands)
|
October 29, 2016
|
|
October 31, 2015
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
United States
|
$
|
531,449
|
|
|
$
|
572,736
|
|
|
$
|
1,435,633
|
|
|
$
|
1,536,151
|
|
|
Europe
|
187,184
|
|
|
206,538
|
|
|
541,711
|
|
|
572,772
|
|
||||
|
Other
|
103,101
|
|
|
99,298
|
|
|
313,033
|
|
|
296,827
|
|
||||
|
Total
|
$
|
821,734
|
|
|
$
|
878,572
|
|
|
$
|
2,290,377
|
|
|
$
|
2,405,750
|
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||||||||||||||
|
(in thousands, except change in comparable sales, gross profit rate and per share amounts)
|
|
GAAP
|
|
Excluded Items
(1)
|
|
Non-GAAP
|
|
GAAP
|
|
Excluded Items
(1)
|
|
Non-GAAP
|
||||||||||||
|
Thirteen Weeks Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net sales
|
|
$
|
821,734
|
|
|
$
|
—
|
|
|
$
|
821,734
|
|
|
$
|
878,572
|
|
|
$
|
—
|
|
|
$
|
878,572
|
|
|
Change in comparable sales
(2)
|
|
(6
|
)%
|
|
—
|
%
|
|
(6
|
)%
|
|
(1
|
)%
|
|
—
|
%
|
|
(1
|
)%
|
||||||
|
Gross profit rate
|
|
62.2
|
%
|
|
—
|
%
|
|
62.2
|
%
|
|
63.7
|
%
|
|
(0.3
|
)%
|
|
63.4
|
%
|
||||||
|
Operating income
|
|
$
|
19,645
|
|
|
$
|
(6,000
|
)
|
|
$
|
13,645
|
|
|
$
|
40,990
|
|
|
$
|
10,086
|
|
|
$
|
51,076
|
|
|
Net income attributable to A&F
|
|
$
|
7,881
|
|
|
$
|
(6,479
|
)
|
|
$
|
1,402
|
|
|
$
|
41,891
|
|
|
$
|
(8,974
|
)
|
|
$
|
32,917
|
|
|
Net income per diluted share attributable to A&F
|
|
$
|
0.12
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.02
|
|
|
$
|
0.60
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Thirty-nine Weeks Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net sales
|
|
$
|
2,290,377
|
|
|
$
|
—
|
|
|
$
|
2,290,377
|
|
|
$
|
2,405,750
|
|
|
$
|
—
|
|
|
$
|
2,405,750
|
|
|
Change in comparable sales
(2)
|
|
(5
|
)%
|
|
—
|
%
|
|
(5
|
)%
|
|
(4
|
)%
|
|
—
|
%
|
|
(4
|
)%
|
||||||
|
Gross profit rate
|
|
61.7
|
%
|
|
—
|
%
|
|
61.7
|
%
|
|
61.6
|
%
|
|
0.9
|
%
|
|
62.5
|
%
|
||||||
|
Operating (loss) income
|
|
$
|
(46,071
|
)
|
|
$
|
(11,926
|
)
|
|
$
|
(57,997
|
)
|
|
$
|
(47,245
|
)
|
|
$
|
62,466
|
|
|
$
|
15,221
|
|
|
Net (loss) income attributable to A&F
|
|
$
|
(44,835
|
)
|
|
$
|
(10,158
|
)
|
|
$
|
(54,993
|
)
|
|
$
|
(22,165
|
)
|
|
$
|
26,505
|
|
|
$
|
4,340
|
|
|
Net (loss) income per diluted share attributable to A&F
|
|
$
|
(0.66
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
0.38
|
|
|
$
|
0.06
|
|
|
(1)
|
Refer to
“RESULTS OF OPERATIONS”
for details on excluded items.
|
|
(2)
|
Changes in comparable sales are calculated on a constant currency basis by converting prior year store and online sales at current year exchange rates. For inclusion in this calculation, a store must have been open as the same brand at least one year and its square footage must not have been expanded or reduced by more than 20% within the past year.
|
|
•
|
Comparable sales to be challenging, but modestly improved from the third quarter
.
|
|
•
|
Continued adverse impact from foreign currency on sales and operating income
.
|
|
•
|
A gross margin rate down slightly to last year's adjusted non-GAAP rate of 60.7%, driven by lower average unit retail, partially offset by lower average unit cost
.
|
|
•
|
Operating expense, including a lease termination charge of approximately $16 million, to be up about 1% from last year's adjusted non-GAAP operating expense of $554 million, with the lease termination charge partially offset by savings from lower sales and expense reduction efforts
.
|
|
•
|
A weighted average diluted share count of approximately 68 million shares, excluding the effect of potential share buybacks
.
|
|
|
Abercrombie
(1)(2)
|
|
Hollister
(3)
|
|
Total
|
||||||||||||
|
|
United States
|
|
International
|
|
United States
|
|
International
|
|
United States
|
|
International
|
||||||
|
July 30, 2016
|
333
|
|
|
39
|
|
|
411
|
|
|
143
|
|
|
744
|
|
|
182
|
|
|
New
|
1
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
3
|
|
|
Closed
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
October 29, 2016
|
333
|
|
|
41
|
|
|
412
|
|
|
144
|
|
|
745
|
|
|
185
|
|
|
Gross square feet
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
October 29, 2016
|
2,548
|
|
|
631
|
|
|
2,828
|
|
|
1,212
|
|
|
5,376
|
|
|
1,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Abercrombie
(1)
|
|
Hollister
(3)
|
|
Total
|
||||||||||||
|
|
United States
|
|
International
|
|
United States
|
|
International
|
|
United States
|
|
International
|
||||||
|
August 1, 2015
|
354
|
|
|
34
|
|
|
429
|
|
|
137
|
|
|
783
|
|
|
171
|
|
|
New
|
7
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
9
|
|
|
4
|
|
|
Closed
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
October 31, 2015
|
359
|
|
|
36
|
|
|
431
|
|
|
139
|
|
|
790
|
|
|
175
|
|
|
Gross square feet
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
October 31, 2015
|
2,743
|
|
|
584
|
|
|
2,966
|
|
|
1,185
|
|
|
5,709
|
|
|
1,769
|
|
|
(1)
|
Includes Abercrombie & Fitch and abercrombie kids brands.
|
|
(2)
|
Excludes one international franchise store as of
October 29, 2016
and
July 30, 2016
.
|
|
(3)
|
Excludes three international franchise stores as of
October 29, 2016
, two international franchise stores as of
July 30, 2016
and October 31, 2015 and one international franchise store as of August 1, 2015.
|
|
|
Abercrombie
(1)(2)
|
|
Hollister
(3)
|
|
Total
|
||||||||||||
|
|
United States
|
|
International
|
|
United States
|
|
International
|
|
United States
|
|
International
|
||||||
|
January 30, 2016
|
340
|
|
|
39
|
|
|
414
|
|
|
139
|
|
|
754
|
|
|
178
|
|
|
New
|
3
|
|
|
2
|
|
|
3
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
Closed
|
(10
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
October 29, 2016
|
333
|
|
|
41
|
|
|
412
|
|
|
144
|
|
|
745
|
|
|
185
|
|
|
Gross square feet
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
October 29, 2016
|
2,548
|
|
|
631
|
|
|
2,828
|
|
|
1,212
|
|
|
5,376
|
|
|
1,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Abercrombie
(1)
|
|
Hollister
(3)
|
|
Total
|
||||||||||||
|
|
United States
|
|
International
|
|
United States
|
|
International
|
|
United States
|
|
International
|
||||||
|
January 31, 2015
|
361
|
|
|
32
|
|
|
433
|
|
|
135
|
|
|
794
|
|
|
167
|
|
|
New
|
11
|
|
|
4
|
|
|
2
|
|
|
6
|
|
|
13
|
|
|
10
|
|
|
Closed
|
(13
|
)
|
|
—
|
|
|
(4
|
)
|
|
(2
|
)
|
|
(17
|
)
|
|
(2
|
)
|
|
October 31, 2015
|
359
|
|
|
36
|
|
|
431
|
|
|
139
|
|
|
790
|
|
|
175
|
|
|
Gross square feet
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
October 31, 2015
|
2,743
|
|
|
584
|
|
|
2,966
|
|
|
1,185
|
|
|
5,709
|
|
|
1,769
|
|
|
(1)
|
Includes Abercrombie & Fitch and abercrombie kids brands.
|
|
(2)
|
Excludes one international franchise store as of
October 29, 2016
and January 30, 2016.
|
|
(3)
|
Excludes three international franchise stores as of
October 29, 2016
and two international franchise stores as of January 30, 2016 and October 31, 2015.
|
|
|
Thirteen Weeks Ended
|
|
|
|
|
||||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
|
|
|
|
||||||||||
|
(in thousands)
|
Net Sales
|
|
Change in
Comparable
Sales
(1)
|
|
Net Sales
|
|
Change in
Comparable
Sales
(1)
|
|
Net Sales
$ Change
|
|
Net Sales
% Change
|
||||||
|
Abercrombie
(2)
|
$
|
358,255
|
|
|
(14)%
|
|
$
|
411,259
|
|
|
(5)%
|
|
$
|
(53,004
|
)
|
|
(13)%
|
|
Hollister
|
463,479
|
|
|
—%
|
|
467,313
|
|
|
3%
|
|
(3,834
|
)
|
|
(1)%
|
|||
|
Total net sales
|
$
|
821,734
|
|
|
(6)%
|
|
$
|
878,572
|
|
|
(1)%
|
|
$
|
(56,838
|
)
|
|
(6)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
U.S.
|
$
|
531,449
|
|
|
(5)%
|
|
$
|
572,736
|
|
|
(3)%
|
|
$
|
(41,287
|
)
|
|
(7)%
|
|
International
|
290,285
|
|
|
(10)%
|
|
305,836
|
|
|
1%
|
|
(15,551
|
)
|
|
(5)%
|
|||
|
Total net sales
|
$
|
821,734
|
|
|
(6)%
|
|
$
|
878,572
|
|
|
(1)%
|
|
$
|
(56,838
|
)
|
|
(6)%
|
|
|
Thirty-nine Weeks Ended
|
|
|
|
|
||||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
|
|
|
|
||||||||||
|
(in thousands)
|
Net Sales
|
|
Change in
Comparable
Sales
(1)
|
|
Net Sales
|
|
Change in
Comparable
Sales
(1)
|
|
Net Sales
$ Change
|
|
Net Sales
% Change
|
||||||
|
Abercrombie
(2)
|
$
|
1,044,667
|
|
|
(10)%
|
|
$
|
1,131,626
|
|
|
(7)%
|
|
$
|
(86,959
|
)
|
|
(8)%
|
|
Hollister
|
1,245,710
|
|
|
(1)%
|
|
1,274,124
|
|
|
(2)%
|
|
(28,414
|
)
|
|
(2)%
|
|||
|
Total net sales
|
$
|
2,290,377
|
|
|
(5)%
|
|
$
|
2,405,750
|
|
|
(4)%
|
|
$
|
(115,373
|
)
|
|
(5)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
U.S.
|
$
|
1,435,633
|
|
|
(4)%
|
|
$
|
1,536,151
|
|
|
(5)%
|
|
$
|
(100,518
|
)
|
|
(7)%
|
|
International
|
854,744
|
|
|
(7)%
|
|
869,599
|
|
|
(4)%
|
|
(14,855
|
)
|
|
(2)%
|
|||
|
Total net sales
|
$
|
2,290,377
|
|
|
(5)%
|
|
$
|
2,405,750
|
|
|
(4)%
|
|
$
|
(115,373
|
)
|
|
(5)%
|
|
(1)
|
Changes in comparable sales are calculated on a constant currency basis by converting prior year store and online sales at current year exchange rates. For inclusion in this calculation, a store must have been open as the same brand at least one year and its square footage must not have been expanded or reduced by more than 20% within the past year.
|
|
(2)
|
Includes Abercrombie & Fitch and abercrombie kids brands.
|
|
|
Thirteen Weeks Ended
|
||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Cost of sales, exclusive of depreciation and amortization
|
$
|
310,995
|
|
|
37.8%
|
|
$
|
318,785
|
|
|
36.3%
|
|
Recovery on inventory write-down
|
—
|
|
|
—%
|
|
2,573
|
|
|
0.3%
|
||
|
Adjusted non-GAAP cost of sales, exclusive of depreciation and amortization
|
$
|
310,995
|
|
|
37.8%
|
|
$
|
321,358
|
|
|
36.6%
|
|
|
|
|
|
|
|
|
|
||||
|
Gross profit
|
$
|
510,739
|
|
|
62.2%
|
|
$
|
559,787
|
|
|
63.7%
|
|
Recovery on inventory write-down
|
—
|
|
|
—%
|
|
(2,573
|
)
|
|
(0.3)%
|
||
|
Adjusted non-GAAP gross profit
|
$
|
510,739
|
|
|
62.2%
|
|
$
|
557,214
|
|
|
63.4%
|
|
|
Thirty-nine Weeks Ended
|
||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Cost of sales, exclusive of depreciation and amortization
|
$
|
876,810
|
|
|
38.3%
|
|
$
|
924,552
|
|
|
38.4%
|
|
Inventory write-down, net
(1)
|
—
|
|
|
—%
|
|
(21,667
|
)
|
|
(0.9)%
|
||
|
Adjusted non-GAAP cost of sales, exclusive of depreciation and amortization
|
$
|
876,810
|
|
|
38.3%
|
|
$
|
902,885
|
|
|
37.5%
|
|
|
|
|
|
|
|
|
|
||||
|
Gross profit
|
$
|
1,413,567
|
|
|
61.7%
|
|
$
|
1,481,198
|
|
|
61.6%
|
|
Inventory write-down, net
(1)
|
—
|
|
|
—%
|
|
21,667
|
|
|
0.9%
|
||
|
Adjusted non-GAAP gross profit
|
$
|
1,413,567
|
|
|
61.7%
|
|
$
|
1,502,865
|
|
|
62.5%
|
|
(1)
|
Inventory write-down charges related to a first quarter of Fiscal 2015 decision to accelerate the disposition of certain aged merchandise, net of recoveries.
|
|
|
Thirteen Weeks Ended
|
||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Stores and distribution expense
|
$
|
386,609
|
|
|
47.0%
|
|
$
|
392,942
|
|
|
44.7%
|
|
Store fixture disposal
|
—
|
|
|
—%
|
|
(583
|
)
|
|
(0.1)%
|
||
|
Adjusted non-GAAP stores and distribution expense
|
$
|
386,609
|
|
|
47.0%
|
|
$
|
392,359
|
|
|
44.7%
|
|
|
Thirty-nine Weeks Ended
|
||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Stores and distribution expense
|
$
|
1,138,644
|
|
|
49.7%
|
|
$
|
1,173,773
|
|
|
48.8%
|
|
Store fixture disposal
|
—
|
|
|
—%
|
|
(4,200
|
)
|
|
(0.2)%
|
||
|
Lease termination and store closure costs
|
—
|
|
|
—%
|
|
(1,756
|
)
|
|
(0.1)%
|
||
|
Charges related to the Company’s profit improvement initiative
|
—
|
|
|
—%
|
|
(709
|
)
|
|
—%
|
||
|
Adjusted non-GAAP stores and distribution expense
|
$
|
1,138,644
|
|
|
49.7%
|
|
$
|
1,167,108
|
|
|
48.5%
|
|
|
Thirteen Weeks Ended
|
||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Marketing, general and administrative expense
|
$
|
105,307
|
|
|
12.8%
|
|
$
|
117,698
|
|
|
13.4%
|
|
Indemnification recovery
(1)
|
6,000
|
|
|
0.7%
|
|
—
|
|
|
—%
|
||
|
Adjusted non-GAAP marketing, general and administrative expense
|
$
|
111,307
|
|
|
13.5%
|
|
$
|
117,698
|
|
|
13.4%
|
|
|
Thirty-nine Weeks Ended
|
||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Marketing, general and administrative expense
|
$
|
331,473
|
|
|
14.5%
|
|
$
|
345,077
|
|
|
14.3%
|
|
Indemnification recovery
(1)
|
6,000
|
|
|
0.3%
|
|
—
|
|
|
—%
|
||
|
Legal settlement charges
|
—
|
|
|
—%
|
|
(15,753
|
)
|
|
(0.7)%
|
||
|
Profit improvement initiative
|
—
|
|
|
—%
|
|
(1,770
|
)
|
|
(0.1)%
|
||
|
Adjusted non-GAAP marketing, general and administrative expense
|
$
|
337,473
|
|
|
14.7%
|
|
$
|
327,554
|
|
|
13.6%
|
|
(1)
|
Includes benefits related to an indemnification recovery of certain legal settlements which were recognized in the second quarter of Fiscal 2015.
|
|
|
Thirteen Weeks Ended
|
||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Other operating income, net
|
$
|
822
|
|
|
0.1%
|
|
$
|
3,919
|
|
|
0.4%
|
|
|
Thirty-nine Weeks Ended
|
||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Other operating income, net
|
$
|
16,835
|
|
|
0.7%
|
|
$
|
7,018
|
|
|
0.3%
|
|
Claims settlement benefits
(1)
|
(12,282
|
)
|
|
(0.5)%
|
|
—
|
|
|
—%
|
||
|
Adjusted non-GAAP other operating income, net
|
$
|
4,553
|
|
|
0.2%
|
|
$
|
7,018
|
|
|
0.3%
|
|
(1)
|
Includes benefits related to a settlement of certain economic loss claims associated with the April 2010 Deepwater Horizon oil spill.
|
|
|
Thirteen Weeks Ended
|
||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Operating income
|
$
|
19,645
|
|
|
2.4%
|
|
$
|
40,990
|
|
|
4.7%
|
|
Indemnification recovery
(1)
|
(6,000
|
)
|
|
(0.7)%
|
|
—
|
|
|
—%
|
||
|
Asset impairment
|
—
|
|
|
—%
|
|
12,076
|
|
|
1.4%
|
||
|
Recovery on inventory write-down
|
—
|
|
|
—%
|
|
(2,573
|
)
|
|
(0.3)%
|
||
|
Store fixture disposal
|
—
|
|
|
—%
|
|
583
|
|
|
0.1%
|
||
|
Adjusted non-GAAP operating income
|
$
|
13,645
|
|
|
1.7%
|
|
$
|
51,076
|
|
|
5.8%
|
|
|
Thirty-nine Weeks Ended
|
||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Operating loss
|
$
|
(46,071
|
)
|
|
(2.0)%
|
|
$
|
(47,245
|
)
|
|
(2.0)%
|
|
Asset impairment
|
6,356
|
|
|
0.3%
|
|
18,209
|
|
|
0.8%
|
||
|
Indemnification recovery
(1)
|
(6,000
|
)
|
|
(0.3)%
|
|
—
|
|
|
—%
|
||
|
Claims settlement benefits
(2)
|
(12,282
|
)
|
|
(0.5)%
|
|
—
|
|
|
—%
|
||
|
Inventory write-down, net
(3)
|
—
|
|
|
—%
|
|
21,667
|
|
|
0.9%
|
||
|
Legal settlement charges
(4)
|
—
|
|
|
—%
|
|
15,753
|
|
|
0.7%
|
||
|
Store fixture disposal
|
—
|
|
|
—%
|
|
4,200
|
|
|
0.2%
|
||
|
Profit improvement initiative
|
—
|
|
|
—%
|
|
2,479
|
|
|
0.1%
|
||
|
Lease termination and store closures costs
|
—
|
|
|
—%
|
|
1,756
|
|
|
0.1%
|
||
|
Restructuring benefit
|
—
|
|
|
—%
|
|
(1,598
|
)
|
|
(0.1)%
|
||
|
Adjusted non-GAAP operating (loss) income
|
$
|
(57,997
|
)
|
|
(2.5)%
|
|
$
|
15,221
|
|
|
0.6%
|
|
(1)
|
Includes benefits related to an indemnification recovery of certain legal settlements which were recognized in the second quarter of Fiscal 2015.
|
|
(2)
|
Includes benefits related to a settlement of certain economic loss claims associated with the April 2010 Deepwater Horizon oil spill.
|
|
(3)
|
Includes inventory write-down charges related to a first quarter of Fiscal 2015 decision to accelerate the disposition of certain aged merchandise, net of recoveries.
|
|
(4)
|
Accrued expense for certain proposed legal settlements.
|
|
|
Thirteen Weeks Ended
|
||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Interest expense
|
$
|
5,751
|
|
|
0.7%
|
|
$
|
5,653
|
|
|
0.6%
|
|
Interest income
|
(1,142
|
)
|
|
(0.1)%
|
|
(1,067
|
)
|
|
(0.1)%
|
||
|
Interest expense, net
|
$
|
4,609
|
|
|
0.6%
|
|
$
|
4,586
|
|
|
0.5%
|
|
|
Thirty-nine Weeks Ended
|
||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Interest expense
|
$
|
17,099
|
|
|
0.7%
|
|
$
|
16,976
|
|
|
0.7%
|
|
Interest income
|
(3,243
|
)
|
|
(0.1)%
|
|
(3,184
|
)
|
|
(0.1)%
|
||
|
Interest expense, net
|
$
|
13,856
|
|
|
0.6%
|
|
$
|
13,792
|
|
|
0.6%
|
|
|
Thirteen Weeks Ended
|
||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands, except ratios)
|
|
|
Effective Tax Rate
|
|
|
|
Effective Tax Rate
|
||||
|
Income tax expense (benefit)
|
$
|
6,762
|
|
|
45.0%
|
|
$
|
(5,881
|
)
|
|
(16.2)%
|
|
Tax effect of excluded items
(1)
|
479
|
|
|
|
|
19,060
|
|
|
|
||
|
Adjusted non-GAAP income tax expense
|
$
|
7,241
|
|
|
80.1%
|
|
$
|
13,179
|
|
|
28.3%
|
|
|
Thirty-nine Weeks Ended
|
||||||||||
|
|
October 29, 2016
|
|
October 31, 2015
|
||||||||
|
(in thousands, except ratios)
|
|
|
Effective Tax Rate
|
|
|
|
Effective Tax Rate
|
||||
|
Income tax benefit
|
$
|
(17,540
|
)
|
|
29.3%
|
|
$
|
(40,688
|
)
|
|
66.7%
|
|
Tax effect of excluded items
(1)
|
(1,768
|
)
|
|
|
|
35,961
|
|
|
|
||
|
Adjusted non-GAAP income tax benefit
|
$
|
(19,308
|
)
|
|
26.9%
|
|
$
|
(4,727
|
)
|
|
(330.8)%
|
|
(1)
|
Refer to
“
Operating Income (Loss)
”
for details of excluded items. The Company computed the tax effect of excluded items as the difference between the effective tax rate calculated with and without the non-GAAP adjustments on income (loss) before taxes and provision for income taxes.
|
|
(in thousands)
|
October 29, 2016
|
|
October 31, 2015
|
||||
|
Borrowings, gross at carrying amount
|
$
|
293,250
|
|
|
$
|
297,000
|
|
|
Unamortized discount
|
(2,035
|
)
|
|
(2,464
|
)
|
||
|
Unamortized fees paid to lenders
|
(3,982
|
)
|
|
(4,932
|
)
|
||
|
Borrowings, net
|
287,233
|
|
|
289,604
|
|
||
|
Less: short-term portion of borrowings, net
|
(2,204
|
)
|
|
(1,513
|
)
|
||
|
Long-term portion of borrowings, net
|
$
|
285,029
|
|
|
$
|
288,091
|
|
|
•
|
changes in global economic and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits, could have a material adverse effect on our business, results of operations and liquidity;
|
|
•
|
our inability to anticipate customer demand and changing fashion trends and to manage our inventory commensurately could adversely impact our sales levels and profitability;
|
|
•
|
a significant component of our growth strategy is international expansion, which requires significant capital investment, the success of which is dependent on a number of factors that could affect the profitability of our international operations;
|
|
•
|
direct-to-consumer sales channels are a significant component of our growth strategy, and the failure to successfully develop our position in these channels could have an adverse impact on our results of operations;
|
|
•
|
our market share may be negatively impacted by increasing competition and pricing pressures from companies with brands or merchandise competitive with ours;
|
|
•
|
we have currently suspended our search for a new Chief Executive Officer and the continuance of our interim governance structure may create uncertainty;
|
|
•
|
our inability to successfully implement our strategic plans could have a negative impact on our growth and profitability;
|
|
•
|
our failure to protect our reputation could have a material adverse effect on our brands;
|
|
•
|
our business could suffer if our information technology systems are disrupted or cease to operate effectively;
|
|
•
|
we may be exposed to risks and costs associated with cyber-attacks, credit card fraud and identity theft that would cause us to incur unexpected expenses and reputation loss;
|
|
•
|
fluctuations in foreign currency exchange rates could adversely impact our financial condition and results of operations;
|
|
•
|
fluctuations in the cost, availability and quality of raw materials, labor and transportation, could cause manufacturing delays and increase our costs;
|
|
•
|
we depend upon independent third parties for the manufacture and delivery of all our merchandise, and a disruption of the manufacture or delivery of our merchandise could result in lost sales and could increase our costs;
|
|
•
|
our ability to attract customers to our stores depends, in part, on the success of the shopping malls or area attractions that our stores are located in or around;
|
|
•
|
we rely on the experience and skills of our senior executive officers, the loss of whom could have a material adverse effect on our business;
|
|
•
|
our reliance on two distribution centers domestically and third-party distribution centers internationally makes us susceptible to disruptions or adverse conditions affecting our distribution centers;
|
|
•
|
our litigation exposure could have a material adverse effect on our financial condition and results of operations;
|
|
•
|
our inability or failure to adequately protect our trademarks could have a negative impact on our brand image and limit our ability to penetrate new markets;
|
|
•
|
fluctuations in our tax obligations and effective tax rate may result in volatility in our operating results;
|
|
•
|
extreme weather conditions and the seasonal nature of our business may cause net sales to fluctuate and negatively impact our results of operations;
|
|
•
|
our facilities, systems and stores, as well as the facilities and systems of our vendors and manufacturers, are vulnerable to natural disasters, pandemic disease and other unexpected events, any of which could result in an interruption to our business and adversely affect our operating results;
|
|
•
|
the impact of war or acts of terrorism could have a material adverse effect on our operating results and financial condition;
|
|
•
|
changes in the regulatory or compliance landscape could adversely affect our business and results of operations;
|
|
•
|
our Asset-Based Revolving Credit Agreement and our Term Loan Agreement include restrictive covenants that limit our flexibility in operating our business; and,
|
|
•
|
compliance with changing regulations and standards for accounting, corporate governance and public disclosure could adversely affect our business, results of operations and reported financial results.
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
|
ITEM 1A.
|
RISK FACTORS
|
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
Period (Fiscal Month)
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs
(3)
|
|||||
|
July 31, 2016 through August 27, 2016
|
724
|
|
|
$
|
22.35
|
|
|
—
|
|
|
6,503,656
|
|
|
August 28, 2016 through October 1, 2016
|
4,373
|
|
|
$
|
20.79
|
|
|
—
|
|
|
6,503,656
|
|
|
October 2, 2016 through October 29, 2016
|
4,524
|
|
|
$
|
15.60
|
|
|
—
|
|
|
6,503,656
|
|
|
Total
|
9,621
|
|
|
$
|
18.47
|
|
|
—
|
|
|
6,503,656
|
|
|
(1)
|
All of the
9,621
shares of A&F’s Common Stock purchased during the
thirteen
weeks ended
October 29, 2016
represented shares which were withheld for tax payments due upon the exercise of employee stock appreciation rights and vesting of employee restricted stock units.
|
|
(2)
|
No shares were repurchased during the
thirteen
weeks ended
October 29, 2016
pursuant to A&F’s publicly announced stock repurchase authorization. On August 14, 2012, A&F’s Board of Directors authorized the repurchase of 10.0 million shares of A&F’s Common Stock, which was announced on August 15, 2012.
|
|
(3)
|
The number shown represents, as of the end of each period, the maximum number of shares of Common Stock that may yet be purchased under A&F’s publicly announced stock repurchase authorization described in footnote 2 above. The shares may be purchased, from time-to-time, depending on market conditions
.
|
|
Exhibit No.
|
Document
|
|
10.1
|
Certificate regarding Approval of Amendment of Section 3(b) of the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates by the Board of Directors of Abercrombie & Fitch Co. on August 31, 2016, incorporated herein by reference to Exhibit 10.5.2 to the Quarterly Report on Form 10-Q of Abercrombie & Fitch Co. for the quarterly period ended July 30, 2016 (File No. 1-12107) (the "July 30, 2016 Form 10-Q").
|
|
10.2
|
Certificate regarding Approval of Amendment of Section 3(b) of the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan by Board of Directors of Abercrombie & Fitch Co. on August 20, 2014, incorporated herein by reference to Exhibit 10.11 to the July 30, 2016 Form 10-Q of Abercrombie & Fitch Co.
|
|
10.3
|
Certificate regarding Approval of Amendment of Section 3(b) of the Abercrombie & Fitch Co. Amended and Restated 2007 Long-Term Incentive Plan by Board of Directors of Abercrombie & Fitch Co. on August 20, 2014, incorporated herein by reference to Exhibit 10.12 to the July 30, 2016 Form 10-Q of Abercrombie & Fitch Co.
|
|
10.4
|
Agreement between Diane Chang and Abercrombie & Fitch Trading Co., executed by Ms. Chang on October 25, 2016 and by Abercrombie & Fitch Trading Co. on November 3, 2016.*
|
|
31
|
Certifications by Executive Vice President and Chief Financial Officer (who serves as Interim Principal Executive Officer; and Principal Financial Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
32
|
Certifications by Executive Vice President and Chief Financial Officer (who serves as Interim Principal Executive Officer; and Principal Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|
101
|
The following materials from Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Thirteen and Thirty-nine Weeks Ended October 29, 2016 and October 31, 2015; (ii) Condensed Consolidated Balance Sheets at October 29, 2016 and January 30, 2016; (iii) Condensed Consolidated Statements of Cash Flows for the Thirty-nine Weeks Ended October 29, 2016 and October 31, 2015; and (iv) Notes to Condensed Consolidated Financial Statements*
|
|
|
|
*
|
Filed herewith.
|
|
**
|
Furnished herewith.
|
|
|
ABERCROMBIE & FITCH CO.
|
|
|
Date: December 5, 2016
|
By
|
/s/ Joanne C. Crevoiserat
|
|
|
|
Joanne C. Crevoiserat
|
|
|
|
Executive Vice President and Chief Financial Officer
(Interim Principal Executive Officer, Principal Financial Officer and Authorized Officer)
|
|
Exhibit No.
|
Document
|
|
10.1
|
Certificate regarding Approval of Amendment of Section 3(b) of the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates by the Board of Directors of Abercrombie & Fitch Co. on August 31, 2016, incorporated herein by reference to Exhibit 10.5.2 to the Quarterly Report on Form 10-Q of Abercrombie & Fitch Co. for the quarterly period ended July 30, 2016 (File No. 1-12107) (the "July 30, 2016 Form 10-Q").
|
|
10.2
|
Certificate regarding Approval of Amendment of Section 3(b) of the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan by Board of Directors of Abercrombie & Fitch Co. on August 20, 2014, incorporated herein by reference to Exhibit 10.11 to the July 30, 2016 Form 10-Q of Abercrombie & Fitch Co.
|
|
10.3
|
Certificate regarding Approval of Amendment of Section 3(b) of the Abercrombie & Fitch Co. Amended and Restated 2007 Long-Term Incentive Plan by Board of Directors of Abercrombie & Fitch Co. on August 20, 2014, incorporated herein by reference to Exhibit 10.12 to the July 30, 2016 Form 10-Q of Abercrombie & Fitch Co.
|
|
10.4
|
Agreement between Diane Chang and Abercrombie & Fitch Trading Co., executed by Ms. Chang on October 25, 2016 and by Abercrombie & Fitch Trading Co. on November 3, 2016.*
|
|
31
|
Certifications by Executive Vice President and Chief Financial Officer (who serves as Interim Principal Executive Officer; and Principal Financial Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
32
|
Certifications by Executive Vice President and Chief Financial Officer (who serves as Interim Principal Executive Officer; and Principal Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|
101
|
The following materials from Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Thirteen and Thirty-nine Weeks Ended October 29, 2016 and October 31, 2015; (ii) Condensed Consolidated Balance Sheets at October 29, 2016 and January 30, 2016; (iii) Condensed Consolidated Statements of Cash Flows for the Thirty-nine Weeks Ended October 29, 2016 and October 31, 2015; and (iv) Notes to Condensed Consolidated Financial Statements*
|
|
|
|
*
|
Filed herewith.
|
|
**
|
Furnished herewith.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
| Customer name | Ticker |
|---|---|
| Target Corporation | TGT |
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|