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 3, 2015
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 Pittsburgh, Pennsylvania |
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 exhibits, 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 3, 2015, American Eagle Outfitters, Inc. (the “Company”) issued a press release announcing, among other things, its comparable sales increase and revised earnings guidance for the third quarter ended October 31, 2015. A copy of the press release is attached hereto as Exhibit 99.1.
| ITEM 7.01. | Regulation FD Disclosure |
On November 3, 2015, the Company also announced the acquisition of Tailgate Clothing Company (“Tailgate”). The purchase price of Tailgate was approximately $11 million paid in cash and stock. This announcement is included within the press release attached hereto as Exhibit 99.1.
| ITEM 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1* |
Press Release dated November 3, 2015 announcing the Company’s acquisition of Tailgate Clothing Company and its revised earnings guidance for the third quarter ended October 31, 2015 | |
| * | Such Exhibit is being “furnished” (not filed) pursuant to Items 2.02 and 7.01 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 6, 2015 | By: | /s/ Scott Hurd | ||||
| Scott Hurd | ||||||
| Senior Vice President – Chief Accounting Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1* | Press Release dated November 3, 2015 announcing the Company’s acquisition of Tailgate Clothing Company and its revised earnings guidance for the third quarter ended October 31, 2015 | |
| * | Such Exhibit is being “furnished” (not filed) pursuant to Items 2.02 and 7.01 of the Current Report on Form 8-K. |
Exhibit 99.1
AMERICAN EAGLE OUTFITTERS
ACQUIRES TAILGATE CLOTHING COMPANY
RAISES THIRD QUARTER EPS GUIDANCE TO APPROXIMATELY $0.34, UP 55% TO LAST YEAR
COMPARABLE SALES GROW 9%
PITTSBURGH–November 3, 2015 - American Eagle Outfitters, Inc. (NYSE:AEO) today announced the acquisition of Tailgate Clothing Company, which owns and operates Tailgate, a vintage, sports-inspired apparel brand with a college town store concept, and Todd Snyder New York, a premium menswear brand. Founder and Creative Director, Todd Snyder joins as Executive Vice President, reporting to Chad Kessler, Global Brand President, American Eagle Outfitters. Jimmy Olsson joins as Vice President and will continue to lead the day-to-day operations of Tailgate and Todd Snyder New York. The purchase price was approximately $11 million paid in cash and stock.
“We are thrilled to add these unique brands to our portfolio, which provide exciting new business opportunities,” said Jay Schottenstein, Interim CEO. “Todd and Jimmy bring exceptional creative talent and operational skills. They will continue to lead the business, as our organization remains focused on driving continued momentum and profit improvement. Capital investments in the Tailgate and Todd Snyder brands will be paced, with a test and scale approach based on profitability and return on investment.”
“Joining a leading American retailer is an exciting step for our brands and provides a strong foundation for future growth,” said Todd Snyder. “Our new Tailgate store concept is an ideal outlet to integrate AE jeans and apparel, creating a unique lifestyle destination on college campuses. I look forward to contributing to AEO’s future success.”
Todd Snyder joins with an extensive background in retail apparel. He launched the Tailgate brand in 1997, followed by his eponymous menswear collection in 2011. Prior to this, Todd spent more than two decades in retail apparel, including Designer for Polo Ralph Lauren, the Director of Menswear for the Gap, and SVP of Menswear at J. Crew. He was named GQ’s 2012 Best New Menswear Designer, and a 2012, 2013 and 2014 Council of Fashion Designers of America Award Nominee. Tailgate offers merchandise at www.tailgateclothing.com, as well as the first college town store operating in Iowa City, Iowa. The Tailgate store concept is based on a unique localized approach, with its merchandise collections bringing quality and style to traditional college apparel. Todd Snyder New York offers a premium menswear collection inspired by Savile Row craftsmanship, military tailoring, and a distinct New York sensibility. Todd Snyder New York is offered in select department stores and boutiques, as well as online at ToddSnyder.com.
Third Quarter Update
In the third quarter, comparable sales increased 9%. The company is raising its third quarter EPS expectation to approximately $0.34 per diluted share, representing growth of 55% from adjusted EPS of $0.22 last year. The previous EPS guidance range was $0.28 to $0.31. The guidance is from continuing operations and excludes potential asset impairment and restructuring charges.
“In a highly challenging retail environment, we are extremely pleased to see our AE and Aerie brand customers respond positively to product and quality enhancements. We continue to experience greater full-priced selling and less promotional activity, resulting in profit margin expansion,” said Jay Schottenstein. “As we look ahead, we are optimistic about the upcoming holiday season and will continue executing customer-focused initiatives while delivering returns to shareholders.”
The company will report third quarter financial results on December 2, 2015. The company will host a conference call and real time webcast at 4:15 p.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 http://investors.ae.com to access the webcast and audio replay.
* * * *
Non-GAAP Measures
This press release includes information on non-GAAP financial measures (“non-GAAP” or “adjusted”), including earnings per share information. These financial measures are not based on any standardized methodology prescribed by U.S. generally accepted accounting principles (“GAAP”) and are 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 EPS Reconciliation
(unaudited)
| 13 Weeks Ended November 1, 2014 |
||||
| GAAP Diluted EPS |
$ | 0.05 | ||
| Add back: Asset Impairment and Corporate Overhead Reduction Charges(1): |
0.17 | |||
|
|
|
|||
| Non-GAAP Diluted EPS |
$ | 0.22 | ||
|
|
|
|||
| (1) | Non-GAAP adjustments consist of $33.5 million of corporate and store asset impairments and $17.7 million of severance and related employee costs and corporate charges. |
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, Hong Kong and the United Kingdom, and ships to 81 countries worldwide through its websites. American Eagle Outfitters and Aerie merchandise also is available at 125 international stores operated by licensees in 20 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, including third quarter 2015 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. | |
| Kristen Zaccagnini, 412-432-3300 | ||