8-K

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): September 07, 2022

AMERICAN EAGLE OUTFITTERS INC

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-33338	13-2721761
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
77 Hot Metal Street
Pittsburgh, Pennsylvania		15203-2329
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (412) 432-3300

Not Applicable

(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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	AEO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On September 7, 2022, American Eagle Outfitters, Inc. (the “Company”) issued a press release announcing, among other things, the Company’s financial results for the second quarter ended July 30, 2022. A copy of this press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02, including the accompanying Exhibits, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

This Current Report on Form 8-K (including the Exhibits hereto) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended January 29, 2022, and in any subsequently-filed quarterly reports on Form 10-Q, which have been filed with the Securities and Exchange Commission and are available on our website and on the Securities and Exchange Commission’s website (www.sec.gov). The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated September 7, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 thereunto duly authorized.

			AMERICAN EAGLE OUTFITTERS, INC.
			(Registrant)
Date:	September 7, 2022	By:	/s/ Michael A. Mathias
			Michael A. Mathias Executive Vice President, Chief Financial Officer

EX-99.1

Exhibit 99.1

 

AEO Inc. Reports Second Quarter 2022 Results. Expanding Actions to Strengthen Financial Performance

•Second quarter results impacted by challenging consumer backdrop

•Expanding scope of expense and capital expenditure reductions

•Significant progress made on right-sizing inventory

•Pausing quarterly cash dividend to provide additional financial flexibility

September 7, 2022

PITTSBURGH -- (BUSINESS WIRE) – American Eagle Outfitters, Inc. (NYSE: AEO) today announced financial results for the second quarter ended July 30, 2022.

“This is an unprecedented time in retail. As we cycle exceptional demand from last year, a tougher macro environment is impacting consumer spending behavior. Second quarter performance reflected these challenges, constraining revenue and amplifying margin pressure as we fully cleared through excess spring and summer goods,” commented Jay Schottenstein, AEO’s Executive Chairman of the Board and Chief Executive Officer.

“In a shifting macro environment, we are focused on controlling the controllables. We entered the second half with inventory levels in a much better position and an assortment that is current for the Fall season. Given ongoing external uncertainties, we have taken additional actions to improve financial performance. We have made more expansive expense reductions and are pulling back further on capital expenditures. As an additional cautionary move, we have paused our quarterly cash dividend to strengthen our cash position. Our brands and products remain highly relevant and sought after by our customers. I am confident we will successfully navigate current challenges, and set AEO up for a stronger future.”

Second Quarter 2022 Results:

•Total net revenue of $1.2 billion, flat to the second quarter of 2021. Our supply chain business, Quiet Platforms, contributed approximately 2 percentage points to revenue growth. Brand revenue declined 2%.

•Aerie revenue of $372 million rose 11% versus second quarter 2021, reflecting a 25% 3-year revenue CAGR. Comp sales declined 6% versus second quarter 2021.

•American Eagle revenue of $778 million declined 8% versus second quarter 2021 reflecting a -3% 3-year revenue CAGR. Comp sales declined 10% versus second quarter 2021.

•Consolidated store revenue declined 2%. Total digital revenue declined 6%. Compared to pre-pandemic first quarter 2019, store revenue increased 1% and digital revenue increased 60%.

•Gross profit of $370 million declined 26% from $502 million in the second quarter of 2021 and reflected a gross margin rate of 30.9% compared to 42.1% last year. Higher markdowns drove 750 basis points of the rate decline with roughly a third reflecting higher end of season selloffs to fully clear excess spring and summer goods. Higher freight costs impacted the gross margin by approximately 200 basis points and Quiet Platforms had a 60 basis point impact as we integrate and ramp up the platform. Delivery, warehousing costs and rent also increased, offset slightly by lower incentive compensation accruals.

•Selling, general and administrative expense of $308 million increased 5%. SG&A increased 110 basis points as a rate to sales versus second quarter 2021 primarily due to increased store wages, corporate compensation, professional services and advertising, partially offset by lower incentive compensation accruals.

•Operating income of $14 million included an approximately $30 million impact from higher end-of-season selloffs, $25 million from higher freight costs and a $9 million loss from Quiet Platforms, and compared to operating income of $168 million in the second quarter of 2021.

•GAAP EPS of ($0.24). Adjusted EPS of $0.04 excludes $60 million of debt related charges primarily linked to the convertible notes exchange transaction and includes an approximately $1 million addback to net income of interest expense associated with the company’s convertible notes.

•GAAP average diluted shares outstanding were 180 million. Adjusted average diluted shares outstanding were 207 million, compared to 209 million in the second quarter of 2021. Unrealized dilution associated with the company’s convertible notes was 25 million shares compared to 36 million shares in the second quarter of 2021 reflecting the timing and impact of exchange transactions completed in the quarter. The company also repurchased 17 million shares in the quarter as part of its accelerated share repurchase program. Third quarter weighted average share count is expected to be 198 million shares.

Inventory

Total ending inventory at cost increased 36% to $687 million compared to $504 million last year. From a brand standpoint, AE and Aerie each drove roughly half of the increase. Total units were up 22%, reflecting better in-stocks and earlier receipts due to improved flow across the supply chain. Store openings over the past 12 months across Aerie and Offline also drove a portion of the inventory increase. Ending second quarter inventory consisted of current BTS and fall merchandise.

The company continues to make progress adjusting inventories lower to be in line with demand trends. Third quarter ending inventory is projected to be up in the mid-single digits with fourth quarter inventory expected to be down year-on-year.

Capital Expenditures

Capital expenditures totaled $69 million in the second quarter and $128 million year-to-date. For the year, management now expects to spend approximately $250 million, compared to prior guidance of $275 million.

Shareholder Returns

In the first half of the year, the company paid two quarterly cash dividends of $0.18 per share, amounting to approximately $65 million. The company also repurchased approximately 17 million shares through an accelerated share repurchase program totalling $200 million. The total cash returned to shareholders of $265 million was the highest level since 2015. To increase financial flexibility while navigating near-term macro challenges, the company is pausing its quarterly cash dividend.

Outlook

Quarter-to-date, demand trends remain difficult, with brand revenue down in the high-single digits following exceptional growth and a record Back-to-School season last year. Assuming current trends continue, the third quarter gross-margin rate would be in the mid-30s and fourth quarter in the low-30s. This reflects higher markdowns in anticipation of a more promotional retail environment and the company’s seasonal clearance cadence which is more weighted to the fourth quarter.

Management has expanded expense cuts with a focus on store payroll, corporate expense, professional services and advertising. These actions are now expected to drive $100 million in annualized expense reductions to plan, compared to our prior target of $60 million. This translates to SG&A dollars remaining relatively flat to last year in the second half, compared to prior guidance for low-to-mid-single digit growth.

Conference Call and Supplemental Financial Information

Management will host a conference call and real time webcast today at 4:30 p.m. Eastern Time. To listen to the call, dial 1-877-407-0789 or internationally dial 1-201-689-8562 or go to www.aeo-inc.com to access the webcast and audio replay. Additionally, a financial results presentation is posted on the company’s website.

* * * *

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® and Aerie® brands. Our purpose is to show the world that there’s REAL power in the optimism of youth. The company operates stores in the United States, Canada, Mexico, and Hong Kong, and ships to 81 countries worldwide through its websites.

American Eagle and Aerie merchandise also is available at more than 270 international locations operated by licensees in 25 countries. For more information, please visit www.aeo-inc.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This release and related statements by management contain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which represent our expectations or beliefs concerning future events, including third quarter and annual fiscal 2022 results. All forward-looking statements made by the company involve material risks and uncertainties and are subject to change based on many important factors, some of which may be beyond the company’s control. Words such as "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," “potential,” and similar expressions may identify forward-looking statements. Except as may be required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise and even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. The following factors, in addition to the risks disclosed in Item 1A., Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022 and in any other filings that we may make with the Securities and Exchange Commission in some cases have affected, and in the future could affect, the company's financial performance and could cause actual results for fiscal 2022 and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this release or otherwise made by management: the negative impacts of the COVID-19 pandemic and related operational disruptions; the risk that the company’s operating, financial and capital plans may not be achieved; our inability to anticipate customer demand and changing fashion trends and to manage our inventory commensurately; seasonality of our business; our inability to achieve planned store financial performance; our inability to react to raw material cost, labor and energy cost increases; our inability to gain market share in the face of declining shopping center traffic; our inability to respond to changes in e-commerce and leverage omni-channel demands; our inability to expand internationally; difficulty with our international merchandise sourcing strategies; challenges with information technology systems, including safeguarding against security breaches; and global economic, public health, social, political and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits, which could have a material adverse effect on our business, results of operations and liquidity.

CONTACT:

Olivia Messina

412-432-3300

LineMedia@ae.com

AMERICAN EAGLE OUTFITTERS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(unaudited)
		July 30, 2022				January 29, 2022				July 31, 2021
ASSETS
Cash and cash equivalents	$		98,214		$		434,770		$		773,994
Short-term investments			-				-				50,000
Merchandise inventory			687,046				553,458				503,507
Accounts receivable, net			220,803				286,683				155,361
Prepaid expenses and other			171,326				122,013				118,721
Total current assets			1,177,389				1,396,924				1,601,583
Operating lease right-of-use assets			1,210,285				1,193,021				1,103,247
Property and equipment, at cost, net of accumulated depreciation			775,969				728,272				641,396
Goodwill, net			271,406				271,416				16,365
Intangible assets, net			98,651				102,701				54,255
Non-current deferred income taxes			37,017				44,167				46,600
Other assets			58,500				50,142				31,576
Total assets	$		3,629,217		$		3,786,643		$		3,495,022
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$		198,645		$		231,782		$		221,471
Current portion of operating lease liabilities			328,348				311,005				288,534
Unredeemed gift cards and gift certificates			51,111				71,365				44,095
Accrued compensation and payroll taxes			50,788				141,817				133,185
Accrued income taxes and other			16,708				16,274				25,365
Other current liabilities and accrued expenses			72,461				70,628				56,568
Total current liabilities			718,061				842,871				769,218
Non-current operating lease liabilities			1,137,656				1,154,481				1,094,386
Long-term debt, net			376,522				341,002				331,680
Other non-current liabilities			24,055				24,617				24,207
Total non-current liabilities			1,538,233				1,520,100				1,450,273
Commitments and contingencies			-				-				-
Preferred stock			-				-				-
Common stock			2,496				2,496				2,496
Contributed capital			380,959				636,355				630,506
Accumulated other comprehensive loss			(40,017	)			(40,845	)			(36,894	)
Retained earnings			2,000,021				2,203,772				2,058,448
Treasury stock			(970,536	)			(1,378,106	)			(1,379,025	)
Total stockholders' equity			1,372,923				1,423,672				1,275,531
Total liabilities and stockholders' equity	$		3,629,217		$		3,786,643		$		3,495,022
Current ratio			1.64				1.66				2.08

AMERICAN EAGLE OUTFITTERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars and shares in thousands, except per share amounts)
(unaudited)
		GAAP Basis
		13 Weeks Ended
		July 30, 2022			% of Revenue				July 31, 2021			% of Revenue
Total net revenue	$		1,198,124			100.0	%	$		1,194,156			100.0	%
Cost of sales, including certain buying, occupancy and warehousing expenses			828,107			69.1	%			691,765			57.9	%
Gross profit			370,017			30.9	%			502,391			42.1	%
Selling, general and administrative expenses			307,832			25.7	%			293,939			24.6	%
Depreciation and amortization expense			48,171			4.0	%			40,456			3.4	%
Operating income			14,014			1.2	%			167,996			14.1	%
Debt related charges			60,066			5.1	%			-			0.0	%
Interest expense, net			3,421			0.3	%			8,921			0.8	%
Other income, net			(1,839	)		-0.2	%			(1,363	)		-0.1	%
(Loss) income before income taxes			(47,634	)		-4.0	%			160,438			13.4	%
(Benefit) provision for income taxes			(5,168	)		-0.5	%			38,927			3.2	%
Net (loss) income	$		(42,466	)		-3.5	%	$		121,511			10.2	%
Net (loss) income per basic share	$		(0.24	)				$		0.73
Net (loss) income per diluted share	$		(0.24	)				$		0.58
Weighted average common shares outstanding - basic			180,189							167,491
Weighted average common shares outstanding - diluted			180,189							208,933

		GAAP Basis
		26 Weeks Ended
		July 30, 2022			% of Revenue				July 31, 2021			% of Revenue
Total net revenue	$		2,253,161			100.0	%	$		2,228,769			100.0	%
Cost of sales, including certain buying, occupancy and warehousing expenses			1,495,118			66.4	%			1,290,188			57.9	%
Gross profit			758,043			33.6	%			938,581			42.1	%
Selling, general and administrative expenses			606,587			26.9	%			558,430			25.1	%
Depreciation and amortization expense			95,540			4.2	%			78,727			3.5	%
Operating income			55,916			2.5	%			301,424			13.5	%
Debt related charges			60,066			2.7	%			-			0.0	%
Interest expense, net			8,009			0.4	%			17,426			0.7	%
Other income, net			(6,283	)		-0.3	%			(3,223	)		-0.1	%
(Loss) income before income taxes			(5,876	)		-0.3	%			287,221			13.0	%
Provision for income taxes			4,850			0.2	%			70,244			3.2	%
Net (loss) income	$		(10,726	)		-0.5	%	$		216,977			9.7	%
Net (loss) income per basic share	$		(0.06	)				$		1.29
Net (loss) income per diluted share	$		(0.06	)				$		1.04
Weighted average common shares outstanding - basic			174,544							168,036
Weighted average common shares outstanding - diluted			174,544							208,400

AMERICAN EAGLE OUTFITTERS, INC.
GAAP TO NON-GAAP RECONCILIATION
(Dollars in thousands, except per share amounts)
(unaudited)
		13 Weeks Ended
	July 30, 2022
			Debt related charges			Net (loss) income			Diluted earnings per common share			Effective tax rate			Weighted average common shares outstanding- diluted
GAAP Basis			$	60,066		$	(42,466	)	$	(0.24	)		10.9	%		180,189
% of Revenue				5.1	%		-3.5	%
Less: Debt related charges (1)				60,066			49,126			0.28
Dilution(2)																26,512
Non-GAAP Basis			$	-		$	6,660		$	0.04			46.4	%		206,701
% of Revenue				0.0	%		0.6	%

(1) Pre-tax debt related charges of $60.1 million related primarily to the induced conversion expense on the exchange of our convertible notes, along with certain other costs related to actions we took to strengthen our capital structure. A portion of the induced conversion expense was not deductible for income tax purposes which resulted in the difference in the effective tax rate.

(2) Dilution of 26.5 million shares consists of 25.3 million shares from the Company's 2025 notes and 1.2 million shares of equity awards. As GAAP results were a net (loss), these shares were not included in the diluted earnings per share denominator.

AMERICAN EAGLE OUTFITTERS, INC.
GAAP TO NON-GAAP RECONCILIATION
(Dollars in thousands, except per share amounts)
(unaudited)
		13 Weeks Ended
	July 31, 2021
		Interest expense, net			Net income			Diluted earnings per common share
GAAP Basis		$	8,921		$	121,511		$	0.58
% of Revenue			0.8	%		10.2	%
Less: Convertible debt (1)			4,956			3,754			0.02
Non-GAAP Basis		$	3,965		$	125,265		$	0.60
% of Revenue			0.3	%		10.5	%

(1) Amortization of the non-cash discount on the Company's convertible notes

AMERICAN EAGLE OUTFITTERS, INC.
RESULTS BY SEGMENT
(Dollars in thousands)
(unaudited)
	American Eagle			Aerie			Corporate and Other(1)			Total
13 weeks ended July 30, 2022
Total net revenue	$	777,828		$	371,683		$	48,613		$	1,198,124
Operating income (loss)	$	109,110		$	11,830		$	(106,926	)	$	14,014
% of revenue		14.0	%		3.2	%					1.2	%
Capital expenditures	$	18,754		$	30,244		$	20,466		$	69,464
13 weeks ended July 31, 2021
Total net revenue	$	845,882		$	335,795		$	12,479		$	1,194,156
Operating income (loss)	$	198,896		$	70,646		$	(101,546	)	$	167,996
% of revenue		23.5	%		21.0	%					14.1	%
Capital expenditures	$	17,189		$	16,641		$	15,569		$	49,399
	American Eagle			Aerie			Corporate and Other(1)			Total
26 Weeks Ended July 30, 2022
Total net revenue	$	1,463,407		$	693,395		$	96,359		$	2,253,161
Operating income (loss)	$	213,015		$	54,903		$	(212,002	)	$	55,916
% of revenue		14.6	%		7.9	%					2.5	%
Capital expenditures	$	34,524		$	61,259		$	32,075		$	127,858
26 Weeks Ended July 31, 2021
Total net revenue	$	1,573,584		$	633,282		$	21,903		$	2,228,769
Operating income (loss)	$	350,128		$	140,624		$	(189,328	)	$	301,424
% of revenue		22.3	%		22.2	%					13.5	%
Capital expenditures	$	30,628		$	27,460		$	28,117		$	86,205

(1) Corporate and Other includes revenue and operating results of the Todd Snyder and Unsubscribed brands, and the Supply Chain Platform (net of intersegment eliminations), which have been identified as operating segments but are not material to disclose as separate reportable segments. Corporate operating costs represents certain costs that are not directly attributable to another reportable segment.

AMERICAN EAGLE OUTFITTERS, INC.
STORE INFORMATION
(unaudited)
	Second Quarter			YTD Second Quarter
	2022			2022
Consolidated stores at beginning of period		1,141			1,133
Consolidated stores opened during the period
AE Brand (2)		4			11
Aerie (incl. OFFL/NE) (3)		23			35
Todd Snyder		1			1
Unsubscribed		1			1
Consolidated stores closed during the period
AE Brand (2)		(9	)		(18	)
Aerie (incl. OFFL/NE) (3)		(1	)		(3	)
Total consolidated stores at end of period		1,160			1,160
AE Brand (2)		873
Aerie (incl. OFFL/NE) (3)		276
Todd Snyder		6
Unsubscribed		5
Total gross square footage at end of period (in '000)		7,205			7,205
International license locations at end of period (1)		260			260

(1) International license locations (retail stores and concessions) are not included in the consolidated store data or the total gross square footage calculation.

(2) AE Brand includes AE stand alone locations, AE/Aerie side-by side locations, AE/OFFL/NE side-by-side locations, and AE/Aerie/OFFL/NE side-by-side locations.

(3) Aerie (incl. OFFL/NE) includes Aerie stand alone locations, OFFL/NE stand alone locations, and Aerie/OFFL/NE side-by-side locations.

XML

Document And Entity Information	Sep. 07, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 07, 2022
Entity Registrant Name	AMERICAN EAGLE OUTFITTERS INC
Entity Central Index Key	0000919012
Entity Emerging Growth Company	false
Securities Act File Number	1-33338
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-2721761
Entity Address, Address Line One	77 Hot Metal Street
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15203-2329
City Area Code	(412)
Local Phone Number	432-3300
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	AEO
Security Exchange Name	NYSE