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|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
31-1469076
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
6301 Fitch Path, New Albany, Ohio
|
43054
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
Emerging growth company
|
¨
|
Class A Common Stock
|
|
Outstanding at June 5, 2018
|
$.01 Par Value
|
|
67,790,465 Shares
|
|
|
Page No.
|
|
|
|
Item 1.
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
ITEM 1.
|
FINANCIAL STATEMENTS (UNAUDITED)
|
|
Thirteen Weeks Ended
|
||||||
|
May 5, 2018
|
|
April 29, 2017
|
||||
Net sales
|
$
|
730,899
|
|
|
$
|
661,099
|
|
Cost of sales, exclusive of depreciation and amortization
|
288,554
|
|
|
262,174
|
|
||
Gross profit
|
442,345
|
|
|
398,925
|
|
||
Stores and distribution expense
|
361,155
|
|
|
359,929
|
|
||
Marketing, general and administrative expense
|
124,897
|
|
|
109,893
|
|
||
Asset impairment
|
1,056
|
|
|
730
|
|
||
Other operating income, net
|
(2,560
|
)
|
|
(1,686
|
)
|
||
Operating loss
|
(42,203
|
)
|
|
(69,941
|
)
|
||
Interest expense, net
|
3,018
|
|
|
4,120
|
|
||
Loss before taxes
|
(45,221
|
)
|
|
(74,061
|
)
|
||
Income tax benefit
|
(3,713
|
)
|
|
(13,052
|
)
|
||
Net loss
|
(41,508
|
)
|
|
(61,009
|
)
|
||
Less: Net income attributable to noncontrolling interests
|
953
|
|
|
691
|
|
||
Net loss attributable to A&F
|
$
|
(42,461
|
)
|
|
$
|
(61,700
|
)
|
|
|
|
|
||||
Net loss per share attributable to A&F
|
|
|
|
||||
Basic
|
$
|
(0.62
|
)
|
|
$
|
(0.91
|
)
|
Diluted
|
$
|
(0.62
|
)
|
|
$
|
(0.91
|
)
|
|
|
|
|
||||
Weighted-average shares outstanding
|
|
|
|
||||
Basic
|
68,500
|
|
|
68,073
|
|
||
Diluted
|
68,500
|
|
|
68,073
|
|
||
|
|
|
|
||||
Dividends declared per share
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
|
|
|
||||
Other comprehensive income
|
|
|
|
||||
Foreign currency translation, net of tax
|
$
|
(8,339
|
)
|
|
$
|
5,607
|
|
Derivative financial instruments, net of tax
|
12,260
|
|
|
(4,600
|
)
|
||
Other comprehensive income
|
3,921
|
|
|
1,007
|
|
||
Comprehensive loss
|
(37,587
|
)
|
|
(60,002
|
)
|
||
Less: Comprehensive income attributable to noncontrolling interests
|
953
|
|
|
691
|
|
||
Comprehensive loss attributable to A&F
|
$
|
(38,540
|
)
|
|
$
|
(60,693
|
)
|
|
May 5, 2018
|
|
February 3, 2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
591,960
|
|
|
$
|
675,558
|
|
Receivables
|
72,795
|
|
|
79,724
|
|
||
Inventories
|
405,107
|
|
|
424,393
|
|
||
Other current assets
|
104,806
|
|
|
84,863
|
|
||
Total current assets
|
1,174,668
|
|
|
1,264,538
|
|
||
Property and equipment, net
|
709,007
|
|
|
738,182
|
|
||
Other assets
|
327,844
|
|
|
322,972
|
|
||
Total assets
|
$
|
2,211,519
|
|
|
$
|
2,325,692
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
166,577
|
|
|
$
|
168,868
|
|
Accrued expenses
|
262,964
|
|
|
308,601
|
|
||
Short-term portion of deferred lease credits
|
19,269
|
|
|
19,751
|
|
||
Income taxes payable
|
12,784
|
|
|
10,326
|
|
||
Total current liabilities
|
461,594
|
|
|
507,546
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term portion of deferred lease credits
|
73,660
|
|
|
75,648
|
|
||
Long-term portion of borrowings, net
|
249,962
|
|
|
249,686
|
|
||
Leasehold financing obligations
|
48,955
|
|
|
50,653
|
|
||
Other liabilities
|
188,502
|
|
|
189,688
|
|
||
Total long-term liabilities
|
561,079
|
|
|
565,675
|
|
||
Stockholders’ equity
|
|
|
|
||||
Class A Common Stock - $0.01 par value: 150,000 shares authorized and 103,300 shares issued at each of May 5, 2018 and February 3, 2018
|
1,033
|
|
|
1,033
|
|
||
Paid-in capital
|
399,860
|
|
|
406,351
|
|
||
Retained earnings
|
2,356,880
|
|
|
2,420,552
|
|
||
Accumulated other comprehensive loss, net of tax
|
(91,133
|
)
|
|
(95,054
|
)
|
||
Treasury stock, at average cost: 35,484 and 35,105 shares at May 5, 2018 and February 3, 2018, respectively
|
(1,488,373
|
)
|
|
(1,490,503
|
)
|
||
Total Abercrombie & Fitch Co. stockholders’ equity
|
1,178,267
|
|
|
1,242,379
|
|
||
Noncontrolling interests
|
10,579
|
|
|
10,092
|
|
||
Total stockholders’ equity
|
1,188,846
|
|
|
1,252,471
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,211,519
|
|
|
$
|
2,325,692
|
|
|
Thirteen Weeks Ended
|
||||||
|
May 5, 2018
|
|
April 29, 2017
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(41,508
|
)
|
|
$
|
(61,009
|
)
|
Adjustments to reconcile net loss to net cash used for operating activities:
|
|
|
|
||||
Depreciation and amortization
|
47,647
|
|
|
48,789
|
|
||
Asset impairment
|
1,056
|
|
|
730
|
|
||
Loss on disposal
|
1,239
|
|
|
2,378
|
|
||
Amortization of deferred lease credits
|
(5,040
|
)
|
|
(5,325
|
)
|
||
Benefit from deferred income taxes
|
(12,290
|
)
|
|
(15,100
|
)
|
||
Share-based compensation
|
4,783
|
|
|
4,880
|
|
||
Changes in assets and liabilities
|
|
|
|
||||
Inventories
|
11,444
|
|
|
1,316
|
|
||
Accounts payable and accrued expenses
|
(32,186
|
)
|
|
(62,120
|
)
|
||
Lessor construction allowances
|
1,778
|
|
|
2,940
|
|
||
Income taxes
|
2,526
|
|
|
(634
|
)
|
||
Long-term lease deposits
|
1,469
|
|
|
(41
|
)
|
||
Other assets
|
2,655
|
|
|
8,497
|
|
||
Other liabilities
|
256
|
|
|
(9,433
|
)
|
||
Net cash used for operating activities
|
(16,171
|
)
|
|
(84,132
|
)
|
||
Investing activities
|
|
|
|
||||
Purchases of property and equipment
|
(23,700
|
)
|
|
(32,081
|
)
|
||
Proceeds from sale of property and equipment
|
—
|
|
|
203
|
|
||
Net cash used for investing activities
|
(23,700
|
)
|
|
(31,878
|
)
|
||
Financing activities
|
|
|
|
||||
Purchase of treasury stock
|
(18,670
|
)
|
|
—
|
|
||
Dividends paid
|
(13,642
|
)
|
|
(13,554
|
)
|
||
Other financing activities
|
(5,176
|
)
|
|
(551
|
)
|
||
Net cash used for financing activities
|
(37,488
|
)
|
|
(14,105
|
)
|
||
Effect of exchange rates on cash
|
(5,914
|
)
|
|
4,497
|
|
||
Net decrease in cash and equivalents, and restricted cash
|
(83,273
|
)
|
|
(125,618
|
)
|
||
Cash and equivalents, and restricted cash, beginning of period
|
697,955
|
|
|
567,632
|
|
||
Cash and equivalents, and restricted cash, end of period
|
$
|
614,682
|
|
|
$
|
442,014
|
|
Significant non-cash investing activities
|
|
|
|
||||
Change in accrual for construction in progress
|
$
|
1,658
|
|
|
$
|
(4,297
|
)
|
Supplemental information
|
|
|
|
||||
Cash paid for interest
|
$
|
3,492
|
|
|
$
|
3,391
|
|
Cash paid for income taxes
|
$
|
6,683
|
|
|
$
|
3,550
|
|
Cash received from income taxes
|
$
|
6,762
|
|
|
$
|
186
|
|
Accounting Standards Update (ASU)
|
|
Description
|
|
Date of
Adoption
|
|
Effect on the Financial Statements or Other Significant Matters
|
Standards adopted
|
||||||
ASU 2014-09,
Revenue from Contracts with Customers
|
|
This update superseded the revenue recognition guidance 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 adopted this guidance and all related amendments using the modified retrospective method, and applied the standard to contracts that were not complete as of the adoption date. Comparative period information has not been restated and continues to be reported under the account standards in effect for those periods. This guidance primarily impacts the classification and timing of the recognition of the Company's gift card breakage and timing of direct-to-consumer revenue. Adoption of this guidance had an immaterial impact on net loss attributable to A&F in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss.
The cumulative effect of applying the new standard on the Condensed Consolidated Balance Sheets as of May 5, 2018 was recognized as an adjustment to the opening balance of retained earnings, increasing beginning retained earnings by $6.9 million, with corresponding reductions in accrued expenses, inventories, and other assets of $4.7 million, $6.4 million, and $2.2 million, respectively, and increases to receivables and other current assets of $6.4 million and $4.4 million, respectively.
In accordance with the new guidance, expected gift card breakage is now recognized as net sales as gift cards are redeemed. Previously, gift card breakage was recognized as other operating income when the Company determined that the likelihood of redemption was remote. Under the new guidance, direct-to-consumer revenue is recognized when control is passed to the customer, typically upon shipment or pick-up of goods. Previously, direct-to-consumer revenue was recognized upon customer acceptance, which typically occurred upon the customer's possession of the merchandise. The Company does not expect this guidance to have a material impact on store, direct-to-consumer, wholesale, franchise or license revenues on an ongoing basis.
The Company's revenue recognition accounting policies are discussed further in this Note 1 under “Revenue Recognition.”
|
ASU 2016-18,
Statement of Cash Flows
|
|
This update amends the guidance in ASC 230,
Statement of Cash Flows
. The new guidance requires an entity to show the changes in total cash, cash equivalents and restricted cash in the statement of cash flows. Consequently, an entity is no longer required to present transfers between cash and equivalents and restricted cash.
|
|
February 4, 2018
|
|
The Company adopted this guidance under the retrospective method. For the thirteen weeks ended April 29, 2017, adoption of this guidance resulted in a $0.1 million increase to net cash used for operating activities and increases of $20.4 million and $20.6 million to beginning and ending cash and equivalents, and restricted cash, respectively. In addition, captions have been updated in the Condensed Consolidated Statements of Cash Flows to reflect the inclusion of restricted cash. Restricted cash is classified as other assets on the Condensed Consolidated Balance Sheets, as was the case at year-end.
|
Standards not yet adopted
|
||||||
ASU 2016-02,
Leases
|
|
This update supersedes the leasing guidance 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 expects that this guidance will result in a material increase in the Company’s long-term assets and long-term liabilities on the Company’s Condensed Consolidated Balance Sheets, and is currently evaluating additional impacts that this guidance may have on its consolidated financial statements. The Company will not be early adopting this guidance.
|
ASU 2017-12,
Derivatives and Hedging
—
Targeted Improvements to Accounting for Hedging Activities
|
|
This update amends ASC 815,
Derivatives and Hedging
. The new guidance simplifies certain aspects of hedge accounting for both financial and commodity risks to more accurately present the economic effects of an entity’s risk management activities in its financial statements. Under the new standard, more hedging strategies will be eligible for hedge accounting, including hedges of the benchmark rate component of the contractual coupon cash flows of fixed-rate assets or liabilities and partial-term hedges of fixed-rate assets or liabilities. For cash flow and net investment hedges, the guidance requires a modified retrospective approach while the amended presentation and disclosure guidance requires a prospective approach.
|
|
February 3, 2019*
|
|
The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. The Company will not be early adopting this guidance.
|
|
Thirteen Weeks Ended
|
||||
(in thousands)
|
May 5, 2018
|
|
April 29, 2017
|
||
Shares of Common Stock issued
|
103,300
|
|
|
103,300
|
|
Weighted-average treasury shares
|
(34,800
|
)
|
|
(35,227
|
)
|
Weighted-average — basic shares
|
68,500
|
|
|
68,073
|
|
Dilutive effect of share-based compensation awards
|
—
|
|
|
—
|
|
Weighted-average — diluted shares
|
68,500
|
|
|
68,073
|
|
Anti-dilutive shares
(1)
|
4,599
|
|
|
5,263
|
|
(1)
|
Reflects the total number of shares related to outstanding share-based compensation awards that have been excluded from the computation of net 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 May 5, 2018
|
||||||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Trust-owned life insurance policies (at cash surrender value)
|
$
|
—
|
|
|
$
|
103,544
|
|
|
$
|
—
|
|
|
$
|
103,544
|
|
Money market funds
|
60,367
|
|
|
—
|
|
|
—
|
|
|
60,367
|
|
||||
Derivative financial instruments
|
—
|
|
|
6,078
|
|
|
—
|
|
|
6,078
|
|
||||
Total assets
|
$
|
60,367
|
|
|
$
|
109,622
|
|
|
$
|
—
|
|
|
$
|
169,989
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
1,166
|
|
|
$
|
—
|
|
|
$
|
1,166
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
1,166
|
|
|
$
|
—
|
|
|
$
|
1,166
|
|
|
Assets and Liabilities at Fair Value as of February 3, 2018
|
||||||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Trust-owned life insurance policies (at cash surrender value)
|
$
|
—
|
|
|
$
|
102,784
|
|
|
$
|
—
|
|
|
$
|
102,784
|
|
Money market funds
|
330,649
|
|
|
—
|
|
|
—
|
|
|
330,649
|
|
||||
Derivative financial instruments
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||
Total assets
|
$
|
330,649
|
|
|
$
|
102,821
|
|
|
$
|
—
|
|
|
$
|
433,470
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
9,147
|
|
|
$
|
—
|
|
|
$
|
9,147
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
9,147
|
|
|
$
|
—
|
|
|
$
|
9,147
|
|
(in thousands)
|
May 5, 2018
|
|
February 3, 2018
|
||||
Gross borrowings outstanding, carrying amount
|
$
|
253,250
|
|
|
$
|
253,250
|
|
Gross borrowings outstanding, fair value
|
$
|
254,516
|
|
|
$
|
253,250
|
|
(in thousands)
|
May 5, 2018
|
|
February 3, 2018
|
||||
Property and equipment, at cost
|
$
|
2,799,842
|
|
|
$
|
2,821,709
|
|
Less: Accumulated depreciation and amortization
|
(2,090,835
|
)
|
|
(2,083,527
|
)
|
||
Property and equipment, net
|
$
|
709,007
|
|
|
$
|
738,182
|
|
|
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 February 3, 2018
|
2,520,160
|
|
|
$
|
15.35
|
|
|
690,174
|
|
|
$
|
11.82
|
|
|
383,980
|
|
|
$
|
16.50
|
|
Granted
|
674,690
|
|
|
21.68
|
|
|
142,008
|
|
|
21.31
|
|
|
142,014
|
|
|
33.69
|
|
|||
Adjustments for performance achievement
|
—
|
|
|
—
|
|
|
(43,999
|
)
|
|
20.10
|
|
|
(36,817
|
)
|
|
19.04
|
|
|||
Vested
|
(599,888
|
)
|
|
17.96
|
|
|
—
|
|
|
—
|
|
|
(7,185
|
)
|
|
19.04
|
|
|||
Forfeited
|
(105,827
|
)
|
|
13.21
|
|
|
(6,687
|
)
|
|
9.11
|
|
|
(6,688
|
)
|
|
11.79
|
|
|||
Unvested at May 5, 2018
(1)
|
2,489,135
|
|
|
$
|
16.51
|
|
|
781,496
|
|
|
$
|
13.10
|
|
|
475,304
|
|
|
$
|
21.47
|
|
(1)
|
Includes
562,435
unvested service-based restricted stock units subject to vesting requirement related to the achievement of certain performance metrics, such as operating income and net income, for the fiscal year immediately preceding the vesting date. Holders of these restricted stock units have the opportunity to earn back one or more installments of the award if the cumulative performance requirements are met in a subsequent year. Unvested shares related to restricted stock units with performance-based and market-based vesting conditions can achieve up to 200% of their target vesting amount and are reflected at
100%
of their target vesting amount in the table above.
|
(in thousands)
|
May 5, 2018
|
|
April 29, 2017
|
||||
Service-based restricted stock units:
|
|
|
|
||||
Total grant date fair value of awards granted
|
$
|
14,627
|
|
|
$
|
13,540
|
|
Total grant date fair value of awards vested
|
$
|
10,774
|
|
|
$
|
13,457
|
|
|
|
|
|
||||
Performance-based restricted stock units:
|
|
|
|
||||
Total grant date fair value of awards granted
|
$
|
3,026
|
|
|
$
|
4,774
|
|
Total grant date fair value of awards vested
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Market-based restricted stock units:
|
|
|
|
||||
Total grant date fair value of awards granted
|
$
|
4,784
|
|
|
$
|
2,793
|
|
Total grant date fair value of awards vested
|
$
|
137
|
|
|
$
|
—
|
|
|
May 5, 2018
|
|
April 29, 2017
|
||||
Grant date market price
|
$
|
23.59
|
|
|
$
|
11.43
|
|
Fair value
|
$
|
33.69
|
|
|
$
|
11.79
|
|
Assumptions:
|
|
|
|
||||
Price volatility
|
54
|
%
|
|
47
|
%
|
||
Expected term (years)
|
2.9
|
|
|
2.9
|
|
||
Risk-free interest rate
|
2.4
|
%
|
|
1.5
|
%
|
||
Dividend yield
|
3.4
|
%
|
|
7.0
|
%
|
||
Average volatility of peer companies
|
37.4
|
%
|
|
35.2
|
%
|
||
Average correlation coefficient of peer companies
|
0.2709
|
|
|
0.2664
|
|
|
Number of
Underlying
Shares
|
|
Weighted-Average
Exercise Price
|
|
Aggregate
Intrinsic Value
|
|
Weighted-Average
Remaining
Contractual Life
|
|||||
Outstanding at February 3, 2018
|
3,010,720
|
|
|
$
|
49.35
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(41,653
|
)
|
|
22.24
|
|
|
|
|
|
|||
Forfeited or expired
|
(1,609,646
|
)
|
|
54.69
|
|
|
|
|
|
|||
Outstanding at May 5, 2018
|
1,359,421
|
|
|
$
|
44.00
|
|
|
$
|
1,043,513
|
|
|
3.6
|
Stock appreciation rights exercisable at May 5, 2018
|
1,235,825
|
|
|
$
|
45.87
|
|
|
$
|
734,472
|
|
|
3.3
|
Stock appreciation rights expected to become exercisable in the future as of May 5, 2018
|
116,408
|
|
|
$
|
25.46
|
|
|
$
|
284,639
|
|
|
6.8
|
|
Number of
Underlying
Shares
|
|
Weighted-Average
Exercise Price
|
|
Aggregate
Intrinsic Value
|
|
Weighted-Average
Remaining
Contractual Life
|
|||||
Outstanding at February 3, 2018
|
87,200
|
|
|
$
|
78.20
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited or expired
|
(77,200
|
)
|
|
78.65
|
|
|
|
|
|
|||
Outstanding at May 5, 2018
|
10,000
|
|
|
$
|
74.74
|
|
|
$
|
—
|
|
|
0.0
|
Stock options exercisable at May 5, 2018
|
10,000
|
|
|
$
|
74.74
|
|
|
$
|
—
|
|
|
0.0
|
(in thousands)
|
Notional Amount
(1)
|
||
Euro
|
$
|
158,613
|
|
British pound
|
$
|
68,633
|
|
Canadian dollar
|
$
|
30,812
|
|
Japanese yen
|
$
|
14,074
|
|
(1)
|
Amounts reported are the U.S. Dollar notional amounts outstanding as of
May 5, 2018
.
|
(in thousands)
|
Notional Amount
(1)
|
||
Euro
|
$
|
14,525
|
|
Canadian dollar
|
$
|
4,768
|
|
Japanese yen
|
$
|
3,342
|
|
(1)
|
Amounts reported are the U.S. Dollar notional amounts outstanding as of
May 5, 2018
.
|
(in thousands)
|
Location
|
|
May 5,
2018 |
|
February 3,
2018 |
|
Location
|
|
May 5,
2018 |
|
February 3,
2018 |
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency exchange forward contracts
|
|
|
$
|
5,924
|
|
|
$
|
37
|
|
|
|
|
$
|
1,151
|
|
|
$
|
9,108
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency exchange forward contracts
|
|
|
$
|
154
|
|
|
$
|
—
|
|
|
|
|
$
|
15
|
|
|
$
|
39
|
|
Total
|
Other current assets
|
|
$
|
6,078
|
|
|
$
|
37
|
|
|
Accrued expenses
|
|
$
|
1,166
|
|
|
$
|
9,147
|
|
|
|
|
Thirteen Weeks Ended
|
||||||
|
|
|
May 5, 2018
|
|
April 29, 2017
|
||||
(in thousands)
|
Location
|
|
Gain (Loss)
|
|
Gain (Loss)
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|||||
Foreign currency exchange forward contracts
|
Other operating income, net
|
|
$
|
2,702
|
|
|
$
|
28
|
|
|
Effective Portion
|
|
Ineffective Portion and Amount Excluded from Effectiveness Testing
|
||||||||||||||||||||||||
|
Amount of Gain (Loss) Recognized in AOCL 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)
|
May 5, 2018
|
|
April 29, 2017
|
|
|
|
May 5, 2018
|
|
April 29, 2017
|
|
|
|
May 5, 2018
|
|
April 29, 2017
|
||||||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Foreign currency exchange forward contracts
|
$
|
8,607
|
|
|
$
|
(1,373
|
)
|
|
Cost of sales, exclusive of depreciation and amortization
|
|
$
|
(5,072
|
)
|
|
$
|
3,535
|
|
|
Other operating income, net
|
|
$
|
1,370
|
|
|
$
|
528
|
|
(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 May 5, 2018
|
||||||||||
(in thousands)
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Derivative Financial Instruments
|
|
Total
|
||||||
Beginning balance at February 3, 2018
|
$
|
(84,947
|
)
|
|
$
|
(10,107
|
)
|
|
$
|
(95,054
|
)
|
Other comprehensive (loss) income before reclassifications
|
(8,339
|
)
|
|
8,607
|
|
|
268
|
|
|||
Reclassified from accumulated other comprehensive loss
(1)
|
—
|
|
|
5,072
|
|
|
5,072
|
|
|||
Tax effect
|
—
|
|
|
(1,419
|
)
|
|
(1,419
|
)
|
|||
Other comprehensive income
|
(8,339
|
)
|
|
12,260
|
|
|
3,921
|
|
|||
Ending balance at May 5, 2018
|
$
|
(93,286
|
)
|
|
$
|
2,153
|
|
|
$
|
(91,133
|
)
|
(1)
|
For the
thirteen
weeks ended
May 5, 2018
, 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 Loss.
|
|
Thirteen Weeks Ended April 29, 2017
|
||||||||||
(in thousands)
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Derivative Financial Instruments
|
|
Total
|
||||||
Beginning balance at January 28, 2017
|
$
|
(126,127
|
)
|
|
$
|
4,825
|
|
|
$
|
(121,302
|
)
|
Other comprehensive income (loss) before reclassifications
|
5,607
|
|
|
(1,373
|
)
|
|
4,234
|
|
|||
Reclassified from accumulated other comprehensive loss
(1)
|
—
|
|
|
(3,535
|
)
|
|
(3,535
|
)
|
|||
Tax effect
|
—
|
|
|
308
|
|
|
308
|
|
|||
Other comprehensive income
|
5,607
|
|
|
(4,600
|
)
|
|
1,007
|
|
|||
Ending balance at April 29, 2017
|
$
|
(120,520
|
)
|
|
$
|
225
|
|
|
$
|
(120,295
|
)
|
(1)
|
For the
thirteen
weeks ended
April 29, 2017
, a gain 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 Loss.
|
|
Thirteen Weeks Ended
|
||||||
(in thousands)
|
May 5, 2018
|
|
April 29, 2017
|
||||
Hollister
|
$
|
423,628
|
|
|
$
|
374,677
|
|
Abercrombie
|
307,271
|
|
|
286,422
|
|
||
Total
|
$
|
730,899
|
|
|
$
|
661,099
|
|
|
Thirteen Weeks Ended
|
||||||
(in thousands)
|
May 5, 2018
|
|
April 29, 2017
|
||||
United States
|
$
|
449,126
|
|
|
$
|
409,068
|
|
Europe
|
169,660
|
|
|
154,984
|
|
||
Other
|
112,113
|
|
|
97,047
|
|
||
Total
|
$
|
730,899
|
|
|
$
|
661,099
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Thirteen Weeks Ended
|
|||||||||||||||||
|
|
May 5, 2018
|
|
April 29, 2017
|
|||||||||||||||
(in thousands, except change in net sales, change in comparable sales, gross profit rate and per share amounts)
|
|
GAAP
|
|
Excluded Items
(1)
|
|
Non-GAAP
|
|
GAAP
|
|
Non-GAAP
|
|||||||||
Net sales
|
|
$
|
730,899
|
|
|
|
|
|
|
$
|
661,099
|
|
|
|
|||||
Change in net sales
|
|
11
|
%
|
|
|
|
|
|
(4
|
)%
|
|
|
|||||||
Change in comparable sales
(2)
|
|
|
|
|
|
5
|
%
|
|
|
|
(3
|
)%
|
|||||||
Gross profit rate
|
|
60.5
|
%
|
|
|
|
|
|
60.3
|
%
|
|
|
|||||||
Operating loss
|
|
$
|
(42,203
|
)
|
|
$
|
(5,600
|
)
|
|
$
|
(36,603
|
)
|
|
$
|
(69,941
|
)
|
|
|
|
Net loss attributable to A&F
|
|
$
|
(42,461
|
)
|
|
$
|
(4,059
|
)
|
|
$
|
(38,402
|
)
|
|
$
|
(61,700
|
)
|
|
|
|
Net loss per diluted share attributable to A&F
|
|
$
|
(0.62
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.56
|
)
|
|
$
|
(0.91
|
)
|
|
|
(1)
|
Refer to
“
RESULTS OF OPERATIONS
”
in “ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” for details on excluded items.
|
(2)
|
Comparable sales are calculated on a constant currency basis. Due to the calendar shift resulting from the 53
rd
week in Fiscal 2017, comparable sales for the 13 weeks ended
May 5, 2018
are compared to the 13 weeks ended May 6, 2017. Refer to
“
NON-GAAP FINANCIAL MEASURES
”
in “ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” for further details on the comparable sales calculation.
|
•
|
Comparable sales to be up in the range of 2% to 4%
.
|
•
|
Net sales to be up in the range of 2% to 4%, with net sales in the second quarter to be up high-single digits, including benefits from changes in foreign currency exchange rates based on third-party consensus estimates and the calendar shift.
|
–
|
The calendar shift and the loss of Fiscal 2017’s 53
rd
week to adversely impact net sales by approximately $40 million, with benefits to first quarter and second quarter net sales of approximately $10 million and $30 million, respectively, to be more than offset by adverse impacts to third quarter and fourth quarter net sales of approximately $20 million and $60 million, respectively.
|
•
|
A gross profit rate up slightly from the Fiscal 2017 rate of 59.7%.
|
•
|
GAAP operating expense, including certain legal charges of $5.6 million, lease termination charges of $3.9 million and volume-related expenses from higher sales, to be up approximately 2% from Fiscal 2017 adjusted operating expense of $2 billion. For the second quarter, operating expense is expected to be up mid-single digits from Fiscal 2017 adjusted operating expense of $479 million.
|
•
|
A weighted average fully-diluted share count of approximately 70 million shares, excluding the effect of potential share buybacks
.
|
|
Hollister
(1)
|
|
Abercrombie
(2)
|
|
Total
|
||||||||||||
|
United States
|
|
International
|
|
United States
|
|
International
|
|
United States
|
|
International
|
||||||
February 3, 2018
|
394
|
|
|
144
|
|
|
285
|
|
|
45
|
|
|
679
|
|
|
189
|
|
New
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Closed
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
May 5, 2018
|
395
|
|
|
144
|
|
|
285
|
|
|
45
|
|
|
680
|
|
|
189
|
|
Gross square footage
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
May 5, 2018
|
2,685
|
|
|
1,200
|
|
|
2,206
|
|
|
619
|
|
|
4,891
|
|
|
1,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Hollister
(1)
|
|
Abercrombie
(2)
|
|
Total
|
||||||||||||
|
United States
|
|
International
|
|
United States
|
|
International
|
|
United States
|
|
International
|
||||||
January 28, 2017
|
398
|
|
|
145
|
|
|
311
|
|
|
44
|
|
|
709
|
|
|
189
|
|
New
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
—
|
|
Closed
|
(2
|
)
|
|
—
|
|
|
(5
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
(1
|
)
|
April 29, 2017
|
397
|
|
|
145
|
|
|
308
|
|
|
43
|
|
|
705
|
|
|
188
|
|
Gross square footage
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
April 29, 2017
|
2,717
|
|
|
1,216
|
|
|
2,396
|
|
|
610
|
|
|
5,113
|
|
|
1,826
|
|
(1)
|
Excludes six international franchise stores as of
May 5, 2018
, five international franchise stores as of
February 3, 2018
and
April 29, 2017
, and three international franchise stores as of
January 28, 2017
.
|
(2)
|
Includes Abercrombie & Fitch and abercrombie kids brands. Excludes six international franchise stores as of
May 5, 2018
, four international franchise stores as of
February 3, 2018
, three international franchise stores as of
April 29, 2017
, and one international franchise store as of
January 28, 2017
.
|
Financial measures
(1)
|
|
Excluded items
|
Marketing, general and administrative expense
|
|
Certain legal charges
|
Operating loss
|
|
Certain legal charges
|
Net loss and net loss per share attributable to A&F
(2)
|
|
Certain legal charges; and the tax effect of excluded items
|
(1)
|
Certain of these financial measures are also expressed as a percentage of net sales.
|
(2)
|
The Company also presents income tax benefit and the effective tax rate on both a GAAP and on an adjusted non-GAAP basis excluding the items listed under “
Operating loss
,” as applicable, in the table above. The Company computed the tax effect of excluded items as the difference between the tax provision calculation on a GAAP basis and an adjusted non-GAAP basis.
|
|
Thirteen Weeks Ended
|
|
|
|
|
|
|
||||||||
|
May 5, 2018
|
|
April 29, 2017
|
|
|
|
|
|
|
||||||
(in thousands)
|
|
|
|
|
$ Change
|
|
% Change
|
|
Change in Comparable Sales
(1)
|
||||||
Hollister
|
$
|
423,628
|
|
|
$
|
374,677
|
|
|
$
|
48,951
|
|
|
13%
|
|
6%
|
Abercrombie
(2)
|
307,271
|
|
|
286,422
|
|
|
20,849
|
|
|
7%
|
|
3%
|
|||
Total net sales
|
$
|
730,899
|
|
|
$
|
661,099
|
|
|
$
|
69,800
|
|
|
11%
|
|
5%
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
$
|
449,126
|
|
|
$
|
409,068
|
|
|
$
|
40,058
|
|
|
10%
|
|
8%
|
International
|
281,773
|
|
|
252,031
|
|
|
29,742
|
|
|
12%
|
|
0%
|
|||
Total net sales
|
$
|
730,899
|
|
|
$
|
661,099
|
|
|
$
|
69,800
|
|
|
11%
|
|
5%
|
(1)
|
Comparable sales are calculated on a constant currency basis. Due to the calendar shift resulting from the 53
rd
week in Fiscal 2017, comparable sales for the 13 weeks ended
May 5, 2018
are compared to the 13 weeks ended May 6, 2017. Refer to
“
NON-GAAP FINANCIAL MEASURES
”
in “ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” for further details on the comparable sales calculation.
|
(2)
|
Includes Abercrombie & Fitch and abercrombie kids brands.
|
|
Thirteen Weeks Ended
|
||||||||||
|
May 5, 2018
|
|
April 29, 2017
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Cost of sales, exclusive of depreciation and amortization
|
$
|
288,554
|
|
|
39.5%
|
|
$
|
262,174
|
|
|
39.7%
|
|
|
|
|
|
|
|
|
||||
Gross profit
|
$
|
442,345
|
|
|
60.5%
|
|
$
|
398,925
|
|
|
60.3%
|
|
Thirteen Weeks Ended
|
||||||||||
|
May 5, 2018
|
|
April 29, 2017
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Stores and distribution expense
|
$
|
361,155
|
|
|
49.4%
|
|
$
|
359,929
|
|
|
54.4%
|
|
Thirteen Weeks Ended
|
||||||||||
|
May 5, 2018
|
|
April 29, 2017
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Marketing, general and administrative expense
|
$
|
124,897
|
|
|
17.1%
|
|
$
|
109,893
|
|
|
16.6%
|
Deduct:
|
|
|
|
|
|
|
|
||||
Certain legal charges
(1)
|
(5,600
|
)
|
|
(0.8)%
|
|
—
|
|
|
0.0%
|
||
Adjusted non-GAAP marketing, general and administrative expense
|
$
|
119,297
|
|
|
16.3%
|
|
$
|
109,893
|
|
|
16.6%
|
(1)
|
Includes
legal charges in connection with a proposed settlement of a class action claim related to alleged wage and hour practices
. Refer to Note 10, “
CONTINGENCIES
.”
|
|
Thirteen Weeks Ended
|
||||||||||
|
May 5, 2018
|
|
April 29, 2017
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Other operating income, net
|
$
|
2,560
|
|
|
0.4%
|
|
$
|
1,686
|
|
|
0.3%
|
|
Thirteen Weeks Ended
|
||||||||||
|
May 5, 2018
|
|
April 29, 2017
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Operating loss
|
$
|
(42,203
|
)
|
|
(5.8)%
|
|
$
|
(69,941
|
)
|
|
(10.6)%
|
Deduct:
|
|
|
|
|
|
|
|
||||
Certain legal charges
(1)
|
5,600
|
|
|
0.8%
|
|
—
|
|
|
0.0%
|
||
Adjusted non-GAAP operating loss
|
$
|
(36,603
|
)
|
|
(5.0)%
|
|
$
|
(69,941
|
)
|
|
(10.6)%
|
(1)
|
Includes
legal charges in connection with a proposed settlement of a class action claim related to alleged wage and hour practices
. Refer to Note 10, “
CONTINGENCIES
.”
|
|
Thirteen Weeks Ended
|
||||||||||
|
May 5, 2018
|
|
April 29, 2017
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Interest expense
|
$
|
5,662
|
|
|
0.8%
|
|
$
|
5,333
|
|
|
0.8%
|
Interest income
|
(2,644
|
)
|
|
(0.4)%
|
|
(1,213
|
)
|
|
(0.2)%
|
||
Interest expense, net
|
$
|
3,018
|
|
|
0.4%
|
|
$
|
4,120
|
|
|
0.6%
|
|
Thirteen Weeks Ended
|
||||||||||
|
May 5, 2018
|
|
April 29, 2017
|
||||||||
(in thousands, except ratios)
|
|
|
Effective Tax Rate
|
|
|
|
Effective Tax Rate
|
||||
Income tax benefit
|
$
|
(3,713
|
)
|
|
8.2%
|
|
$
|
(13,052
|
)
|
|
17.6%
|
Deduct:
|
|
|
|
|
|
|
|
||||
Tax effect of excluded items
(1)
|
1,541
|
|
|
|
|
—
|
|
|
|
||
Adjusted non-GAAP income tax benefit
|
$
|
(2,172
|
)
|
|
5.5%
|
|
$
|
(13,052
|
)
|
|
17.6%
|
(1)
|
Refer to
“
Operating Loss
”
for details of excluded items. The tax effect of excluded items is the difference between the tax provision calculation on a GAAP basis and an adjusted non-GAAP basis.
|
|
Thirteen Weeks Ended
|
||||||||||
|
May 5, 2018
|
|
April 29, 2017
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Net loss attributable to A&F
|
$
|
(42,461
|
)
|
|
(5.8)%
|
|
$
|
(61,700
|
)
|
|
(9.3)%
|
Adjusted non-GAAP net loss attributable to A&F
(1)
|
$
|
(38,402
|
)
|
|
(5.3)%
|
|
$
|
(61,700
|
)
|
|
(9.3)%
|
|
|
|
|
|
|
|
|
||||
Net loss per diluted share attributable to A&F
|
$
|
(0.62
|
)
|
|
|
|
$
|
(0.91
|
)
|
|
|
Adjusted non-GAAP net loss per diluted share attributable to A&F
(1)
|
$
|
(0.56
|
)
|
|
|
|
$
|
(0.91
|
)
|
|
|
(1)
|
Excludes items presented above under
“
Operating Loss
”
and
“
Income Tax Benefit
.”
|
(in thousands)
|
May 5, 2018
|
|
February 3, 2018
|
||||
Borrowings, gross at carrying amount
|
$
|
253,250
|
|
|
$
|
253,250
|
|
Unamortized discount
|
(1,099
|
)
|
|
(1,184
|
)
|
||
Unamortized fees
|
(2,189
|
)
|
|
(2,380
|
)
|
||
Borrowings, net
|
249,962
|
|
|
249,686
|
|
||
Less: short-term portion of borrowings, net
|
—
|
|
|
—
|
|
||
Long-term portion of borrowings, net
|
$
|
249,962
|
|
|
$
|
249,686
|
|
•
|
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
;
|
•
|
Failure to anticipate customer demand and changing fashion trends and to manage our inventory commensurately could adversely impact our sales levels and profitability
;
|
•
|
Our market share may be negatively impacted by increasing competition and pricing pressures from companies with brands or merchandise competitive with ours
;
|
•
|
Fluctuations in foreign currency exchange rates could adversely impact our financial condition and results of operations
;
|
•
|
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
; and,
|
•
|
The impact of war, acts of terrorism or civil unrest could have a material adverse effect on our operating results and financial condition
.
|
•
|
The expansion of our direct-to-consumer sales channels and omnichannel initiatives are significant components of our growth strategy, and the failure to successfully develop our position across all channels could have an adverse impact on our results of operations
;
|
•
|
Our international growth strategy and ability to conduct business in international markets may be adversely affected by legal, regulatory, political and economic risks
; and,
|
•
|
Failure to successfully implement our strategic plans could have a negative impact on our growth and profitability
.
|
•
|
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
;
|
•
|
Our reliance on DCs makes us susceptible to disruptions or adverse conditions affecting our supply chain
;
|
•
|
Changes in cost, availability and quality of raw materials, labor, transportation, and trade relations 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
;
|
•
|
We rely on the experience and skills of our senior executive officers and associates, the loss of whom could have a material adverse effect on our business
; and,
|
•
|
Extreme weather conditions, including natural disasters, pandemic disease and other unexpected events, could negatively impact our facilities, systems and stores, as well as the facilities and systems of our vendors and manufacturers, which could result in an interruption to our business and adversely affect our operating results
.
|
•
|
Fluctuations in our tax obligations and effective tax rate may result in volatility in our results of operations
;
|
•
|
Our litigation exposure could have a material adverse effect on our financial condition and results of operations
;
|
•
|
Failure to adequately protect our trademarks could have a negative impact on our brand image and limit our ability to penetrate new markets
;
|
•
|
Changes in the regulatory or compliance landscape and compliance with changing regulations for accounting, corporate governance and public disclosure could adversely affect our business, results of operations and reported financial results
; and,
|
•
|
Our Asset-Based Revolving Credit Agreement and our Term Loan Agreement include restrictive covenants that limit our flexibility in operating our business
.
|
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)
|
|||||
February 4, 2018 through March 3, 2018
|
5,125
|
|
|
$
|
21.79
|
|
|
—
|
|
|
6,503,656
|
|
March 4, 2018 through April 7, 2018
|
881,930
|
|
|
$
|
23.50
|
|
|
675,962
|
|
|
5,827,694
|
|
April 8, 2018 through May 5, 2018
|
103,821
|
|
|
$
|
26.67
|
|
|
102,200
|
|
|
5,725,494
|
|
Total
|
990,876
|
|
|
$
|
23.81
|
|
|
778,162
|
|
|
5,725,494
|
|
(1)
|
212,714
of the shares of A&F’s Common Stock purchased during the
thirteen
weeks ended
May 5, 2018
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)
|
778,162
shares of A&F’s Common Stock were repurchased during the
thirteen
weeks ended
May 5, 2018
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 A&F’s 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
|
3.1
|
|
3.2
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
31.1
|
|
31.2
|
|
32.1
|
|
101
|
The following materials from Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended May 5, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations and Comprehensive Loss for the Thirteen Weeks Ended May 5, 2018 and April 29, 2017; (ii) Condensed Consolidated Balance Sheets at May 5, 2018 and February 3, 2018; (iii) Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks Ended May 5, 2018 and April 29, 2017; and (iv) Notes to Condensed Consolidated Financial Statements.*
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
ABERCROMBIE & FITCH CO.
|
|
Date: June 8, 2018
|
By
|
/s/ Scott Lipesky
|
|
|
Scott Lipesky
|
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer, Principal Accounting Officer and Authorized Officer)
|
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 |
---|