UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
November 6, 2013
AMERICAN EAGLE OUTFITTERS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
1-33338 |
13-2721761 | ||
|
(State of
incorporation) |
(Commission File
Number) |
(IRS Employer Identification
No.) |
|
77 Hot Metal Street |
15203-2329 | |
|
(Address of principal executive
offices) |
(Zip
Code) |
(412) 432-3300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 2.02. | Results of Operations and Financial Condition | |
| The information in this Item 2.02 of Form
8-K, including the accompanying exhibit, shall not be deemed to be "filed"
for the purposes of Section 18 of the Securities and Exchange Act of 1934
(the "Exchange Act"), or otherwise subject to the liability of such
section, nor shall such information be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act,
regardless of the general incorporation language of such filing, except as
shall be expressly set forth by specific reference in such filing.
On November 6, 2013, American Eagle Outfitters, Inc. (the "Company") issued a press release announcing, among other things, the Company's revised earnings guidance for the third quarter ended November 2, 2013. A copy of the press release is attached hereto as Exhibit 99.1. The revised earnings guidance excludes non-cash charges associated with closing a distribution center, as previously disclosed in the Form 8-K dated September 5, 2013 and filed on September 9, 2013. Non-GAAP Measures The revised earnings guidance includes information on non-GAAP earnings per diluted share ("non-GAAP" or "adjusted"). This measure is not based on any standardized methodology prescribed by U.S. generally accepted accounting principles ("GAAP") and is not necessarily comparable to similar measures presented by other companies. The company believes that this non-GAAP information is useful as an additional means for investors to evaluate the company's operating performance, when reviewed in conjunction with the company's GAAP financial statements. These amounts are not determined in accordance with GAAP and therefore, should not be used exclusively in evaluating the company's business and operations.
AMERICAN EAGLE OUTFITTERS, INC. GAAP to Non-GAAP reconciliation (unaudited) 13 Weeks Ended November 2, 2013 GAAP Diluted EPS - Revised Earnings Guidance $0.13 Add back: Non-Cash Asset Impairment Charges* $0.06 Non-GAAP Diluted EPS - Revised Earnings Guidance $0.19
*- As previously disclosed in the Form 8-K dated September 5, 2013 and filed on September 9, 2013. Represents range of $11 million to $12 million of non-cash asset impairment charges associated with the closing of a distribution center.
| ||
| ITEM 9.01. | Financial Statements and Exhibits | |
| (d) Exhibits | ||
| Exhibit No. | Description | |
| 99.1* | Press release dated November 6, 2013 announcing the Company's revised earnings guidance for the third quarter ended November 2, 2013 | |
| * Such Exhibit is being "furnished" (not filed) pursuant to Item 2.02 of the Current Report on Form 8-K. | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN EAGLE OUTFITTERS, INC. | ||||
| (Registrant) | ||||
| Date: November 12, 2013 | By: |
/s/ Scott Hurd | ||
| Scott Hurd | ||||
|
Vice President and Controller | ||||
EXHIBIT INDEX
A
MERICAN EAGLE OUTFITTERSUpdates Third Quarter EPS Guidance to $0.19
Pittsburgh - November 6, 2013 -- American Eagle Outfitters, Inc. (NYSE: AEO) is updating its third quarter EPS outlook to $0.19 per diluted share, which excludes non-cash charges associated with closing a distribution center, as previously disclosed. This compares to EPS from continuing operations of $0.41 for the same period last year. The company's previous EPS guidance was $0.14 to $0.16. The revised outlook reflects slightly better than expected margin results.
Total net revenue for the thirteen weeks ended November 2, 2013 decreased 6% to $857 million from $910 million for the thirteen weeks ended October 27, 2012. Total consolidated comparable sales decreased 5%, including sales from AEO direct, against a 10% comparable sales increase last year. AEO direct sales increased 17% during the period. Third quarter 2013 comparable sales are compared to the 13 weeks ended November 3, 2012.
Robert Hanson, CEO, commented, "Our third quarter results are clearly unsatisfactory. Yet, in an extremely challenging environment, our bottom line results are slightly ahead of our prior expectations and we ended the period with clean inventory. We remain highly focused on strengthening our merchandising, marketing and customer service execution, while maintaining disciplined inventory and expense management."
Management will provide a business update and fourth quarter earnings outlook with the third quarter earnings release on Friday, December 6th. The company will host a conference call and real time webcast at 9:00 a.m. Eastern Time on that date. To listen to the call, dial 1-877-407-0789 or internationally dial 1-201-689-8562 or go to www.ae.com to access the webcast and audio replay.
About American Eagle Outfitters, Inc.
American Eagle Outfitters, Inc. (NYSE: AEO) is a leading global specialty retailer offering high-quality, on-trend clothing, accessories and personal care products at affordable prices under its American Eagle Outfitters® and Aerie® brands. The company operates more than 1,000 stores in the United States, Canada, Mexico, China, and Hong Kong, and ships to 81 countries worldwide through its websites. American Eagle Outfitters and Aerie merchandise also is available at approximately 61 international franchise stores in 12 countries. For more information, please visit www.ae.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, which represent our expectations or beliefs concerning future events, specifically regarding third quarter results. All forward-looking statements made by the company involve material risks and uncertainties and are subject to change based on factors beyond the company's control. Such factors include, but are not limited to the risk that the company's operating, financial and capital plans may not be achieved and the risks described in the Risk Factor Section of the company's Form 10-K and Form 10-Q filed with the Securities and Exchange Commission. Accordingly, the company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. The company does not undertake to publicly update or revise its forward-looking statements even if future changes make it clear that projected results expressed or implied will not be realized.
CONTACT: American Eagle Outfitters Inc.
Judy Meehan, 412-432-3300