American Eagle Outfitters 2013 Annual Report Download

Download and view the complete annual report

Please find the complete 2013 American Eagle Outfitters annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 35

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35

Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended May 3, 2014
OR
Commission File Number: 1-33338
American Eagle Outfitters, Inc.
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: (412) 432-3300
Former name, former address and former fiscal year, if changed since last report:
N/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. YES NO 3
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files). YES NO 3
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b
-
2 of the Exchange Act). YES
3
NO
ACT OF 1934
3
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Delaware
No. 13
-
2721761
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
77 Hot Metal Street, Pittsburgh, PA
15203
-
2329
(Address of principal executive offices)
(Zip Code)
Large accelerated filer
Accelerated filer
3
Non
-
accelerated filer
3
(Do not check if a smaller reporting company)
Smaller reporting company
3

Table of contents

  • Page 1
    ... Employer Identification No.) 77 Hot Metal Street, Pittsburgh, PA (Address of principal executive offices) 15203-2329 (Zip Code) Registrant's telephone number, including area code: (412) 432-3300 Former name, former address and former fiscal year, if changed since last report: N/A Indicate...

  • Page 2
    Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:194,411,830 Common Shares were outstanding at May 27, 2014.

  • Page 3
    ... AMERICAN EAGLE OUTFITTERS, INC. TABLE OF CONTENTS Page Number PART I-FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets: May 3, 2014, February 1, 2014 and May 4, 2013 Consolidated Statements of Operations and Retained Earnings: 13 weeks ended May 3, 2014 and May 4, 2013...

  • Page 4
    ... ITEM 1. FINANCIAL STATEMENTS. AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED BALANCE SHEETS May 3, 2014 (Unaudited) February 1, 2014 May 4, 2013 (Unaudited) (In thousands, except per share amount) Assets Current assets: Cash and cash equivalents Short-term investments Merchandise inventory Accounts...

  • Page 5
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (Unaudited) 13 Weeks Ended May 3, May 4, 2014 2013 (In thousands, except per share amounts) Total net revenue Cost of sales, including certain buying, occupancy and warehousing expenses ...

  • Page 6
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) 13 Weeks Ended May 3, May 4, 2014 2013 (In thousands) Net income Other comprehensive gain (loss): Foreign currency translation gain (loss) Other comprehensive gain (loss): Comprehensive ...

  • Page 7
    ... publicly announced programs Repurchase of common stock from employees Net proceeds from stock options exercised Excess tax benefit from share-based payments Cash dividends paid Net cash used for financing activities Effect of exchange rates changes on cash Net decrease in cash and cash equivalents...

  • Page 8
    ...of American Eagle Outfitters, Inc. (the "Company") at May 3, 2014 and May 4, 2013 and for the 13 week period ended May 3, 2014 and May 4, 2013 have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and...

  • Page 9
    ... cost of sales as the respective inventory is sold. Buying, occupancy and warehousing costs consist of compensation, employee benefit expenses and travel for our buyers and certain senior merchandising executives; rent and utilities related to our stores, corporate headquarters, distribution centers...

  • Page 10
    ... 3 to the Consolidated Financial Statements for information regarding cash and cash equivalents. Merchandise Inventory Merchandise inventory is valued at the lower of average cost or market, utilizing the retail method. Average cost includes merchandise design and sourcing costs and related expenses...

  • Page 11
    ... Financial Statements for additional information regarding income taxes. Property and Equipment Property and equipment is recorded on the basis of cost, including costs to prepare the asset for use, with depreciation computed utilizing the straight-line method over the assets' estimated useful lives...

  • Page 12
    ... the awards are redeemed or expire. Segment Information In accordance with ASC 280, Segment Reporting ("ASC 280"), the Company has identified three operating segments (American Eagle Brand retail stores, aerie retail stores and AEO Direct) that reflect the basis used internally to review performance...

  • Page 13
    ... used in measuring fair value. These tiers include: • • Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices...

  • Page 14
    ...,216 $ $ $ $ $ $ $ $ $ $ In the event the Company holds Level 3 investments, a discounted cash flow model is used to value those investments. There were no Level 3 investments at May 3, 2014 or May 4, 2013. Non-Financial Assets The Company's non-financial assets, which include goodwill...

  • Page 15
    ... of weighted average diluted common share amounts because the number of shares ultimately issued is contingent on the Company's performance compared to pre-established annual performance goals. Refer to Note 9 to the Consolidated Financial Statements for additional information regarding share...

  • Page 16
    ...future issuances under the trade letter of credit facilities is subject to acceptance by the respective financial institutions. As of May 3, 2014, the Company had outstanding trade letters of credit of $32.7 million. 9. Share-Based Compensation The Company accounts for share-based compensation under...

  • Page 17
    ... all restricted stock awards is based on the closing market price of the Company's common stock on the date of grant. A summary of the Company's restricted stock activity is presented in the following tables: Time-Based Restricted Stock Units 13 Weeks Ended May 3, 2014 Weighted-Average Grant (Shares...

  • Page 18
    ...As of May 3, 2014, the Company had 16.6 million shares available for all equity grants. 10. Income Taxes The provision for income taxes from continuing operations is based on the current estimate of the annual effective income tax rate and is adjusted as necessary for quarterly events. The effective...

  • Page 19
    ... Financial Statements referred to above. Review Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders American Eagle Outfitters, Inc. We have reviewed the consolidated balance sheets of American Eagle Outfitters, Inc. (the Company) as of May 3, 2014...

  • Page 20
    ...operated American Eagle Outfitters stores during Fiscal 2014; the success of our core American Eagle Outfitters and aerie brands through our omni-channel outlets within North America and internationally; the expected payment of a dividend in future periods; the possibility that our credit facilities...

  • Page 21
    ... costs consist of: compensation, employee benefit expenses and travel for our buyers and certain senior merchandising executives; rent and utilities related to our stores, corporate headquarters, distribution centers and other office space; freight from our distribution centers to the stores...

  • Page 22
    ...0.18 Adjustment consists of $10.1 million of pre-tax corporate and store asset write-offs and $1.4 million of pre-tax severance and related employee costs. We had $327.7 million in cash and cash equivalents as of May 3, 2014. Merchandise inventory at the end of the first quarter was $329.2 million...

  • Page 23
    .... International franchise stores at May 4, 2013 include the six stores in Hong Kong and China which were acquired in May 2013. Our operations are conducted in one reportable segment, which includes 949 American Eagle Outfitters retail stores, 108 aerie stand-alone retail stores and AEO Direct...

  • Page 24
    ... our brands internationally. Through these agreements, a series of franchised, licensed or other brand-dedicated American Eagle Outfitters stores have opened and will continue to open in areas including Eastern Europe, the Middle East, Central and South America, Northern Africa and parts of Asia...

  • Page 25
    ... Resources Our uses of cash are generally for working capital, the construction of new stores and remodeling of existing stores, information technology upgrades, distribution center improvements and expansion, the purchase of short-term investments and the return of value to shareholders through the...

  • Page 26
    ...available-for-sale. Cash Flows from Financing Activities Cash used for financing activities for the 13 weeks ended May 3, 2014 consisted primarily of $24.3 million for cash dividends paid at a rate of $0.125 per share, $7.4 million for the repurchase of common stock from employees for the payment of...

  • Page 27
    ... center to support our expansion efforts, stores, information technology upgrades to support growth and investments in e-commerce. New store growth is primarily related to AEO Factory stores, which are among our most productive format, and new wholly-owned international locations in Mexico, Asia...

  • Page 28
    ... our Fiscal 2013 Annual Report on Form 10-K. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. Issuer Purchases of Equity Securities The following table provides information regarding our repurchases of our common stock during the 13 weeks ended May 3, 2014. Total Number of Period...

  • Page 29
    ...Public Accounting Firm Certification by Jay L. Schottenstein pursuant to Rule 13a-14(a) or Rule 15d-14(a) Certification by Mary M. Boland pursuant to Rule 13a-14(a) or Rule 15d-14(a) Certification of Principal Executive Officer... Act of 2002 Certification of Principal Financial Officer pursuant to 18 ...

  • Page 30
    ...: May 29, 2014 American Eagle Outfitters, Inc. (Registrant) By: /s/ Jay L. Schottenstein Jay L. Schottenstein Interim Chief Executive Officer (Principal Executive Officer) By: /s/ Mary M. Boland Mary M. Boland Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer) 29

  • Page 31
    ... Nos. 333-126278 and 333-161661). of our report dated May 29, 2014 related to the unaudited consolidated financial statements of American Eagle Outfitters, Inc., that is included in its Form 10-Q for the quarter ended May 3, 2014. /s/ Ernst & Young LLP Pittsburgh, Pennsylvania Dated: May 29...

  • Page 32
    Exhibit 31.1 CERTIFICATIONS I, Jay L. Schottenstein, certify that: 1. 2. I have reviewed this Quarterly Report on Form 10-Q of American Eagle Outfitters, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to ...

  • Page 33
    ... CERTIFICATIONS I, Mary M. Boland, certify that: 1. 2. I have reviewed this Quarterly Report on Form 10-Q of American Eagle Outfitters, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements...

  • Page 34
    ... with the Quarterly Report of American Eagle Outfitters, Inc. (the "Company") on Form 10-Q for the period ended May 3, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jay L. Schottenstein, Principal Executive Officer of the Company, certify to the...

  • Page 35
    ... connection with the Quarterly Report of American Eagle Outfitters, Inc. (the "Company") on Form 10-Q for the period ended May 3, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mary M. Boland, Principal Financial Officer of the Company, certify to the...