8-K
American Eagle Outfitters Inc (AEO)
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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)
January 21, 2021
AMERICAN EAGLE OUTFITTERS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-33338 | 13-2721761 |
|---|---|---|
| (State of<br> <br>incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 77 Hot Metal Street<br> <br>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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>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 7.01 | Regulation FD Disclosure |
|---|
On January 21, 2021, in connection with its previously announced virtual investor meeting to be held at 11am Eastern Time on this day, American Eagle Outfitters Inc. issued a press release announcing the Company’s value creation plan and long-term financial outlook. A copy of this press release is attached hereto as Exhibit 99.1.
Fourth Quarter 2020 Update
As part of the virtual investor day presentation, the Company is providing an update on anticipated results for the fourth quarter of 2020.
A copy of this press release relating to this update is attached hereto as Exhibit 99.2.
Segment Disaggregation for Aerie and American Eagle Brands
Within the virtual investor day presentation, the Company is providing enhanced information on the separate results of American Eagle brand and Aerie brand. This information is being provided for additional transparency into the growth of the Aerie brand as well as our plan to enhance the profitability of the American Eagle brand.
As a result of providing this increased level of information, the Company has elected to disaggregate its American Eagle brand and Aerie brand operating segments, which have historically been aggregated and presented as one reportable segment, as permitted by Accounting Standards Codification Topic 280, Segment Reporting (“ASC 280”). While this financial data reflects a change in the Company’s reportable segments, the change does not affect the Company’s consolidated financial condition or results of operations for any period. The Company continues to meet all of the aggregation criteria as set forth within ASC 280, but is electing to disaggregate and disclose our operating segments separately as reportable segments.
Exhibit 99.3, attached hereto, provides disaggregated segment information for Fiscal 2018 and 2019, as well as the quarterly periods of Fiscal 2019 and year-to-date quarterly periods of Fiscal 2020.
Additionally, within the virtual investor day presentation, the Company is providing non-GAAP financial measures not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) (“non-GAAP” or “adjusted”), including the Company’s adjusted operating income and EBITDA results for Fiscal 2018 and 2019, as well as the quarterly periods of Fiscal 2019 and year-to-date quarterly periods of Fiscal 2020. These financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. Management believes that this non-GAAP information is useful for an alternate presentation of the Company’s 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.
Exhibit 99.4, attached hereto, includes reconciliations of these adjusted results to the most comparable GAAP result for each item presented. For additional information regarding adjustments, please refer to the Company’s periodic filings on Form 10-K and Form 10-Q filed with the Securities and Exchange Commission.
| ITEM 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press release dated January 21, 2021 announcing the Company’s value creation plan and long term financial outlook |
| 99.2 | Press release dated January 21, 2021 announcing the Company’s fourth quarter 2020 update |
| 99.3 | Segment information for Fiscal 2018 and Fiscal 2019, the quarterly periods of Fiscal 2019 and year-to-date quarterly periods of Fiscal 2020 |
| 99.4 | GAAP to Non-GAAP reconciliations |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 21, 2021 | By: | /s/ Michael A. Mathias |
| Michael A. Mathias | ||
| Executive Vice President, Chief Financial Officer |
EX-99.1
Exhibit 99.1
American Eagle Outfitters Announces Its Real Power. Real Growth. Plan
01.21.21
Plan targets $5.5 billion in revenue; 10% operating margin; and $550 million in operating income — a 15% CAGR through 2023
Doubles Aerie revenue to $2 billion
Reignites American Eagle for profit growth
PITTSBURGH — (BUSINESS WIRE) – January 21, 2021 – American Eagle Outfitters, Inc. (NYSE: AEO) will today host a virtual investor meeting to present its “Real Power. Real Growth.” value creation plan and unveil its long-term financial outlook. To achieve these goals, AEO has the following strategic priorities:
| • | Double Aerie to $2 billion in revenue; |
|---|---|
| • | Reignite American Eagle for profit growth; |
| --- | --- |
As part of the plan, the company will leverage customer-focused capabilities and continue to strengthen its ROI discipline, while building on the power of AEO’s people, culture and purpose.
“2020 demonstrated the strength of our organization, our brands and our capabilities – and we are emerging with momentum. As the pace of change and innovation accelerated over the past year, I believe the environment is ripe with potential, and I see more opportunity for AEO than ever before. Today, I am pleased to provide greater transparency to our leading brands, our strategies and our long-term financial targets, aimed at creating lasting value for shareholders,” commented Jay Schottenstein, AEO’s Executive Chairman of the Board and Chief Executive Officer.
Long-Term Financial Outlook
AEO targets revenue of approximately $5.5 billion and operating income of $550 million in fiscal 2023, with the operating margin expanding to 10%. These targets exclude potential asset impairment and restructuring charges.
Aerie revenue is expected to grow at a mid-20%’s compound annual growth rate to approximately $2 billion, providing significant profit flow through. American Eagle revenue is expected to remain roughly flat to fiscal 2019, at approximately $3.5 billion, with improved profitability.
This morning, AEO also filed a Form 8-K with the Securities and Exchange Commission (SEC) that provides greater transparency to American Eagle and Aerie’s historical financial performance. Going forward, the Company has elected to disaggregate the results of its American Eagle brand and Aerie brand operating segments, which have historically been aggregated and presented as one reportable segment.
The virtual investor meeting will begin at 11am Eastern Time and feature presentations and a question-and-answer session with members of the company’s executive leadership team. The event can be accessed in the Investor Relations section on AEO’s website, www.aeo-inc.com. A replay of the investor meeting will be archived and made available online on the company’s website.
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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 200 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 our long-term financial outlook. 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 February 1, 2020 and in our Quarterly Reports on Form 10-Q for the fiscal quarters ended May 2, 2020, August 1, 2020, and October 31, 2020, 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 the fourth quarter 2020 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
Sarah Gordon
SHADOW
Sgordon@weareshadow.com
EX-99.2
Exhibit 99.2
AEO Inc. Provides Fourth Quarter Update Ahead of Today’s Investor Meeting
01.21.21
Over $95 million in adjusted operating income expected, well above last year
Margin expansion from reduced promotions, greater full-priced selling
High 20%’s Aerie revenue growth and strong digital momentum driving results
Pittsburgh — (BUSINESS WIRE) — American Eagle Outfitters (NYSE: AEO) today announced that the company expects fourth quarter 2020 adjusted operating income to exceed $95 million, excluding potential asset impairment and restructuring charges*. This compares to reported operating income of $0.5 million and adjusted operating income of $77 million last year. Anticipated adjusted operating income growth is driven by strong margins, reflecting reduced promotions, higher full-priced selling and well-received holiday product assortments.
Fourth quarter revenue is expected to decrease in the low single digits, due to store revenue declines from weak mall traffic, store closures and reduced hours related to the pandemic. The digital channel maintained strong momentum, with double-digit growth expected across brands. Aerie’s fourth quarter revenue is expected to increase in the high-20% range. American Eagle is expected to decline in the low double-digit range, as a result of its higher store penetration.
“I’m extremely proud of our performance during the fourth quarter, which demonstrated strong growth to last year and continued quarterly sequential improvement. Compelling holiday product and marketing, combined with a disciplined approach to promotional activity drove very strong margin results,” commented Jay Schottenstein, AEO’s Executive Chairman of the Board and Chief Executive Officer. “The team continues to instill strong inventory and expense management, and I believe we are well-positioned as we head into 2021. Thanks to our talented, passionate and dedicated associates for making our success this year possible.”
In a separate press release issued this morning, AEO announced its “Real Power. Real Growth.” strategic plan and introduced long-term financial targets. The company will host a virtual investor meeting beginning at 11 am Eastern time, which can be accessed in the Investor Relations section on AEO’s website, www.aeo-inc.com.
The company will release fourth quarter and fiscal 2020 results on March 3, 2021 and will host a conference call to review financial results on the same date.
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Non-GAAP Measures
* The Company uses non-GAAP operating income, a non-GAAP financial measure (“non-GAAP” or “adjusted”), to help us evaluate our business, identify trends affecting our business, formulate business plans and financial projections, and make strategic decisions. This financial 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. Management believes that this non‐GAAP information is useful for an alternate presentation of the company’s 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.
Our fourth quarter 2020 operating income expectation represents non-GAAP operating income, excluding potential asset impairment and restructuring charges. A reconciliation of the projected non-GAAP operating income, which is a forward-looking non-GAAP financial measure, to the most directly comparable GAAP financial measure, is not provided because the Company is unable to provide such reconciliation without unreasonable effort, due to the uncertainty and inherent difficulty in predicting the occurrence and the financial impact of non-GAAP adjustments.
GAAP operating income may include the impact of such items as asset impairment and restructuring charges. Historically, the Company has excluded these items from non-GAAP operating income. The Company currently expects to exclude these items in future disclosures of non-GAAP operating income, and may also exclude other items that may arise (collectively, the “non-GAAP adjustments”). The decisions and events that typically lead to the recognition of non-GAAP adjustments are inherently unpredictable as to if or when they may occur. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.
For information regarding reconciliation of non-GAAP operating income to GAAP operating income for Fiscal 2019, please refer to Exhibit 99.4 of the Company’s Form 8-K filed with the Securities and Exchange Commission on January 21, 2021.
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 200 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 fourth quarter 2020 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 February 1, 2020 and in our Quarterly Reports on Form 10-Q for the fiscal quarters ended May 2, 2020, August 1, 2020, and October 31, 2020, 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 the fourth quarter 2020 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
EX-99.3
Fiscal 2019 and 2018 results by segment (2) Corporate + Todd Snyder includes revenue and operating results of the Todd Snyder brand, which is not material to disclose as a separate reportable segment. Corporate operating costs represents certain costs that are not directly attributable to another reportable segment. (1) The difference between Total Operating Income and Income before Income Taxes includes interest income, net of $6.2 million in Fiscal 2019 and $3.5 million in Fiscal 2018 and other income, net of $5.7 million in Fiscal 2019 and $4.5 million in Fiscal 2018, which are not allocated to our reportable segments. Exhibit 99.3
Fiscal 2020 q1 – q3 results by segment (2) Corporate + Todd Snyder includes revenue and operating results of the Todd Snyder brand, which is not material to disclose as a separate reportable segment. Corporate operating costs represents certain costs that are not directly attributable to another reportable segment.
Fiscal 2019 q1- q4 results by segment (2) Corporate + Todd Snyder includes revenue and operating results of the Todd Snyder brand, which is not material to disclose as a separate reportable segment. Corporate operating costs represents certain costs that are not directly attributable to another reportable segment.
EX-99.4
Operating income gaap to non-gaap reconciliation Exhibit 99.4 (unaudited)
Earnings before interest, taxes, depreciation and amortization gaap to non-gaap reconciliation (unaudited)