AMERICAN EAGLE OUTFITTERS INC, 10-Q filed on 9/7/2022
Quarterly Report
v3.22.2.2
Document and Entity Information - shares
6 Months Ended
Jul. 30, 2022
Sep. 02, 2022
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jul. 30, 2022  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus Q2  
Trading Symbol AEO  
Entity Registrant Name American Eagle Outfitters, Inc.  
Entity Central Index Key 0000919012  
Current Fiscal Year End Date --01-28  
Document Quarterly Report true  
Entity Current Reporting Status Yes  
Entity Filer Category Large Accelerated Filer  
Entity Shell Company false  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   187,333,861
Entity Interactive Data Current Yes  
Title of 12(b) Security Common Stock, $0.01 par value  
Security Exchange Name NYSE  
Entity File Number 1-33338  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 13-2721761  
Entity Address, Address Line One 77 Hot Metal Street  
Entity Address, City or Town Pittsburgh  
Entity Address, State or Province PA  
Entity Address, Postal Zip Code 15203-2329  
City Area Code 412  
Local Phone Number 432-3300  
Document Transition Report false  
v3.22.2.2
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jul. 30, 2022
Jan. 29, 2022
Jul. 31, 2021
Current 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
Current liabilities:      
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 and other taxes 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 liabilities:      
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
Stockholders’ equity:      
Preferred stock, $0.01 par value; 5,000 shares authorized; none issued and outstanding
Common stock, $0.01 par value; 600,000 shares authorized; 249,566 shares issued; 187,312, 168,699, and 168,454 shares outstanding, respectively 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, at cost, 62,254, 80,867, and 81,112 shares, respectively (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
v3.22.2.2
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jul. 30, 2022
Jan. 29, 2022
Jul. 31, 2021
Statement of Financial Position [Abstract]      
Preferred stock, par value $ 0.01 $ 0.01 $ 0.01
Preferred stock, shares authorized 5,000,000 5,000,000 5,000,000
Preferred stock, issued 0 0 0
Preferred stock, outstanding 0 0 0
Common stock, par value $ 0.01 $ 0.01 $ 0.01
Common stock, shares authorized 600,000,000 600,000,000 600,000,000
Common stock, shares issued 249,566,000 249,566,000 249,566,000
Common stock, shares outstanding 187,312,000 168,699,000 168,454,000
Treasury stock, shares 62,254,000 80,867,000 81,112,000
v3.22.2.2
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Jul. 30, 2022
Jul. 31, 2021
Income Statement [Abstract]        
Total net revenue [1] $ 1,198,124 $ 1,194,156 $ 2,253,161 $ 2,228,769
Cost of sales, including certain buying, occupancy and warehousing expenses 828,107 691,765 1,495,118 1,290,188
Gross profit 370,017 502,391 758,043 938,581
Selling, general and administrative expenses 307,832 293,939 606,587 558,430
Depreciation and amortization expense 48,171 40,456 95,540 78,727
Operating income [1] 14,014 167,996 55,916 301,424
Debt related charges 60,066   60,066  
Interest expense, net 3,421 8,921 8,009 17,426
Other income, net (1,839) (1,363) (6,283) (3,223)
(Loss) income before income taxes (47,634) 160,438 (5,876) 287,221
(Benefit) provision for income taxes (5,168) 38,927 4,850 70,244
Net (loss) income $ (42,466) $ 121,511 $ (10,726) $ 216,977
Net (loss) income per basic share $ (0.24) $ 0.73 $ (0.06) $ 1.29
Net (loss) income per diluted share $ (0.24) $ 0.58 $ (0.06) $ 1.04
Weighted average common shares outstanding - basic 180,189 167,491 174,544 168,036
Weighted average common shares outstanding - diluted 180,189 208,933 174,544 208,400
[1] The difference between operating income (loss) and income before income taxes includes the following, which are not allocated to our reportable segments:

- For the 13 weeks ended July 30, 2022: debt related charges of $60.1 million; interest expense, net of $3.4 million; and other income, net of $1.8 million. For the 26 weeks ended July 30, 2022: debt related charges of $60.1 million; interest expense, net of $8.0 million; and other income, net of $6.3 million.

- For the 13 weeks ended July 31, 2021: interest expense, net of $8.9 million and other income, net of $1.4 million. For the 26 weeks ended July 31, 2021: interest expense, net of $17.4 million and other income, net of $3.2 million.

v3.22.2.2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Jul. 30, 2022
Jul. 31, 2021
Statement of Comprehensive Income [Abstract]        
Net (loss) income $ (42,466) $ 121,511 $ (10,726) $ 216,977
Other comprehensive income:        
Foreign currency translation adjustments 298 916 828 3,854
Other comprehensive income 298 916 828 3,854
Comprehensive (loss) income $ (42,168) $ 122,427 $ (9,898) $ 220,831
v3.22.2.2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
shares in Thousands, $ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
Common Stock
Contributed Capital
Contributed Capital
Cumulative Effect, Period of Adoption, Adjustment
Retained Earnings
Retained Earnings
Cumulative Effect, Period of Adoption, Adjustment
Treasury Stock
Accumulated Other Comprehensive Loss
Beginning Balance at Jan. 30, 2021 $ 1,086,665   $ 2,496 $ 663,718   $ 1,868,613   $ (1,407,414) $ (40,748)
Beginning Balance (in shares) at Jan. 30, 2021     166,335            
Stock awards 21,454     21,454          
Repurchase of common stock from employees (17,511)             (17,511)  
Repurchase of common stock from employees (in shares)     (591)            
Reissuance of treasury stock 14,313     (46,285)   20,597   40,001  
Reissuance of treasury stock (in shares)     2,363            
Equity portion of partial extinguishment of Convertible Senior Notes, net of tax 3,018     (9,876)   6,995   5,899  
Equity portion of partial extinguishment of Convertible Senior Notes, net of tax, (in shares)     347            
Net income (loss) 216,977         216,977      
Other comprehensive income 3,854               3,854
Cash dividends and dividend equivalents (53,239)     1,495   (54,734)      
Ending Balance at Jul. 31, 2021 $ 1,275,531   $ 2,496 630,506   2,058,448   (1,379,025) (36,894)
Ending Balance (in shares) at Jul. 31, 2021 168,454   168,454            
Beginning Balance at May. 01, 2021 $ 1,175,563   $ 2,496 648,434   1,951,496   (1,389,053) (37,810)
Beginning Balance (in shares) at May. 01, 2021     167,671            
Stock awards 8,901     8,901          
Repurchase of common stock from employees (6,567)             (6,567)  
Repurchase of common stock from employees (in shares)     (195)            
Reissuance of treasury stock 2,506     (17,770)   9,580   10,696  
Reissuance of treasury stock (in shares)     631            
Equity portion of partial extinguishment of Convertible Senior Notes, net of tax 3,018     (9,876)   6,995   5,899  
Equity portion of partial extinguishment of Convertible Senior Notes, net of tax, (in shares)     347            
Net income (loss) 121,511         121,511      
Other comprehensive income 916               916
Cash dividends and dividend equivalents (30,317)     817   (31,134)      
Ending Balance at Jul. 31, 2021 $ 1,275,531   $ 2,496 630,506   2,058,448   (1,379,025) (36,894)
Ending Balance (in shares) at Jul. 31, 2021 168,454   168,454            
Beginning Balance at Jan. 29, 2022 $ 1,423,672 $ (48,856) $ 2,496 636,355 $ (67,686) 2,203,772 $ 18,830 (1,378,106) (40,845)
Beginning Balance (in shares) at Jan. 29, 2022 168,699   168,699            
Stock awards $ 22,658     22,658          
Repurchase of common stock from employees (9,579)             (9,579)  
Repurchase of common stock from employees (in shares)     (566)            
Reissuance of treasury stock 916     (23,958)   (1,097)   25,971  
Reissuance of treasury stock (in shares)     1,523            
Accelerated share repurchase (200,000)             (200,000)  
Accelerated share repurchase, (in shares)     (17,023)            
Exchange of Convertible Senior Notes 258,777     (187,894)   (144,507)   591,178  
Exchange of Convertible Senior Notes, (in shares)     34,679            
Net income (loss) (10,726)         (10,726)      
Other comprehensive income 828               828
Cash dividends and dividend equivalents (64,767)     1,484   (66,251)      
Ending Balance at Jul. 30, 2022 $ 1,372,923   $ 2,496 380,959   2,000,021   (970,536) (40,017)
Ending Balance (in shares) at Jul. 30, 2022 187,312   187,312            
Beginning Balance at Apr. 30, 2022 $ 1,383,006   $ 2,496 562,973   2,224,113   (1,366,261) (40,315)
Beginning Balance (in shares) at Apr. 30, 2022     169,421            
Stock awards 8,504     8,504          
Repurchase of common stock from employees (1,408)             (1,408)  
Repurchase of common stock from employees (in shares)     (113)            
Reissuance of treasury stock 588     (3,452)   (1,915)   5,955  
Reissuance of treasury stock (in shares)     348            
Accelerated share repurchase (200,000)             (200,000)  
Accelerated share repurchase, (in shares)     (17,023)            
Exchange of Convertible Senior Notes 258,777     (187,894)   (144,507)   591,178  
Exchange of Convertible Senior Notes, (in shares)     34,679            
Net income (loss) (42,466)         (42,466)      
Other comprehensive income 298               298
Cash dividends and dividend equivalents (34,376)     828   (35,204)      
Ending Balance at Jul. 30, 2022 $ 1,372,923   $ 2,496 $ 380,959   $ 2,000,021   $ (970,536) $ (40,017)
Ending Balance (in shares) at Jul. 30, 2022 187,312   187,312            
v3.22.2.2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares
3 Months Ended 6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Jul. 30, 2022
Jul. 31, 2021
Statement of Stockholders' Equity [Abstract]        
Cash dividends declared and dividend equivalents, Per share $ 0.18 $ 0.18 $ 0.36 $ 0.3175
v3.22.2.2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Operating activities:    
Net (loss) income $ (10,726) $ 216,977
Adjustments to reconcile net (loss) income to net cash from operating activities:    
Depreciation and amortization 98,057 80,822
Share-based compensation 22,946 21,570
Deferred income taxes 22,533 (17,108)
Loss on exchange of convertible senior notes 55,687  
Changes in assets and liabilities:    
Merchandise inventory (133,689) (96,439)
Operating lease assets 142,446 145,537
Operating lease liabilities (159,272) (187,602)
Other assets (3,038) (13,736)
Accounts payable (33,226) (35,628)
Accrued compensation and payroll taxes (91,141) (9,132)
Accrued and other liabilities (15,874) 16,626
Net cash (used for) provided by operating activities (105,297) 121,887
Investing activities:    
Capital expenditures for property and equipment (127,858) (86,205)
Purchase of available-for-sale investments   (75,000)
Sale of available-for-sale investments   25,000
Other investing activities (529) (4,199)
Net cash used for investing activities (128,387) (140,404)
Financing activities:    
Accelerated share repurchase (200,000)  
Proceeds from revolving line of credit 307,700  
Principal paid in connection with exchange of convertible senior notes due 2025 (136,077)  
Repurchase of common stock from employees (9,579) (17,511)
Net proceeds from stock options exercised 1,369 13,065
Cash dividends paid (64,767) (53,239)
Other financing activities (739) (368)
Net cash used for financing activities (102,093) (58,053)
Effect of exchange rates changes on cash (779) 87
Net change in cash and cash equivalents (336,556) (76,483)
Cash and cash equivalents - beginning of period 434,770 850,477
Cash and cash equivalents - end of period $ 98,214 $ 773,994
v3.22.2.2
Interim Financial Statements
6 Months Ended
Jul. 30, 2022
Accounting Policies [Abstract]  
Interim Financial Statements

1. Interim Financial Statements

The accompanying Consolidated Financial Statements of American Eagle Outfitters, Inc. (the “Company", “we”, and “our”), a Delaware corporation, at July 30, 2022 and July 31, 2021 and for the 13 and 26 week periods ended July 30, 2022 and July 31, 2021 have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. Certain notes and other information have been condensed or omitted from the interim Consolidated Financial Statements presented in this Quarterly Report. Therefore, these Consolidated Financial Statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022 filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2022 (the “Fiscal 2021 Form 10-K”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and those described in the notes that follow) considered necessary for a fair presentation have been included. The existence of subsequent events has been evaluated through the filing date of this Quarterly Report.

The Company operates under the American Eagle® ("AE") and Aerie® brands. We also operate Todd Snyder New York ("Todd Snyder"), a premium menswear brand, and Unsubscribed, a new brand with a focus on consciously-made slow fashion.

Founded in 1977, the Company is a leading multi-brand specialty retailer that operates more than 1,000 retail stores in the U.S. and internationally, online through our digital channels at www.ae.com and www.aerie.com, www.toddsnyder.com, www.unsubscribed.com and more than 260 international store locations managed by third-party operators. We offer a broad assortment of high quality, on-trend apparel, accessories, and personal care products at affordable prices for men and women under the AE brand, and intimates, apparel, active wear, and swim collections under the Aerie brand. We sell directly to consumers through our retail channel, which includes our stores and concession-based shop-within-shops. We operate stores in the U.S., Canada, Mexico, and Hong Kong. We also have license agreements with third parties to operate American Eagle and Aerie stores throughout Asia, Europe, India, Latin America, and the Middle East. The Company's online business, AEO Direct, ships to 81 countries worldwide.

 

In Fiscal 2021, we acquired AirTerra, Inc. ("AirTerra") and Quiet Logistics, Inc. ("Quiet Logistics"), creating a new supply chain platform ("Quiet Platforms”). AirTerra is a middle-mile freight consolidator that provides cost effective shipping solutions. Quiet Logistics is a leading logistics company that operates a network of in-market fulfillment centers, locating products closer to need, creating inventory efficiencies, cost benefits and affordable same-day and next-day delivery options for customers and stores. Both acquisitions represent an important step in our ongoing supply chain transformation strategy. Quiet Platforms provides fulfillment benefits to American Eagle and Aerie. Additionally, it also provides AEO with a new long-term growth opportunity by extending its cutting-edge shared supply chain assets and capabilities to the platform's third party customer file of small and mid-sized retailers.

Historically, our operations have been seasonal, with a large portion of total net revenue and operating income occurring in the third and fourth fiscal quarters, reflecting increased demand during the back-to-school and year-end holiday selling seasons, respectively. Our quarterly results of operations also may fluctuate based upon such factors as the timing of certain holiday seasons, the number and timing of new store openings, the acceptability of seasonal merchandise offerings, the timing and level of markdowns, store closings and remodels, competitive factors, weather and general economic and political conditions.

COVID-19 Pandemic

Impacts related to the ongoing COVID-19 pandemic have been significantly negative for the retail industry, our Company, our customers, and our associates. We have experienced and may continue to experience significant disruptions to our business due to the COVID-19 pandemic and the related suggested and mandated social distancing and shelter-in-place orders. While stores have been impacted by reduced mall traffic, we have focused on our omni-channel capabilities. As of July 30, 2022, all of our stores have reopened and remain open, although we continue to see residual impacts on foot traffic and in-store revenues.

The impacts of the COVID-19 pandemic on our business are discussed in further detail within these Notes to the Consolidated Financial Statements and within Item 2 of this Quarterly Report, of which these Notes form a part.

v3.22.2.2
Summary of Significant Accounting Policies
6 Months Ended
Jul. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. At July 30, 2022, the Company operated in two reportable segments, American Eagle and Aerie.

Fiscal Year

Our fiscal year is a 52- or 53-week year that ends on the Saturday nearest to January 31. As used herein, “Fiscal 2022” refers to the 52-week period that will end on January 28, 2023. “Fiscal 2021” refers to the 52-week period ended January 29, 2022. “Fiscal 2020” refers to the 52-week period ended January 30, 2021.

Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, our management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options (“ASU 2020-06”), which simplifies the accounting for convertible debt instruments. The new guidance eliminates two of the three models in Accounting Standards Codification (“ASC”) 470-20, Debt with Conversion and Other Options that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share (“EPS”) calculation. The guidance is effective for fiscal years beginning after December 15, 2021. The Company adopted ASU 2020-06 effective January 30, 2022 under the modified retrospective method.

Refer to Note 5 and Note 8 to the Consolidated Financial Statements for additional information regarding EPS and the long-term debt, respectively.

Foreign Currency Translation

In accordance with ASC 830, Foreign Currency Matters, the Company translates assets and liabilities denominated in foreign currencies into United States dollars (“USD”) (the reporting currency) at the exchange rates prevailing at the balance sheet date. The Company translates revenues and expenses denominated in foreign currencies into USD at the monthly average exchange rates for the period. Gains or losses resulting from foreign currency transactions are included in the consolidated results of operations, whereas related translation adjustments are reported as an element of other comprehensive income (loss) in accordance with ASC 220, Comprehensive Income.

We are exposed to the impact of foreign exchange rate risk primarily through our Canadian and Mexican operations where the functional currency is the Canadian dollar and Mexican peso, respectively. The impact of all other foreign currencies is currently immaterial to our consolidated financial results. During the 13 weeks ended July 30, 2022, an unrealized gain of $0.3 million was included in other comprehensive income. During the 26 weeks ended, July 30, 2022, an unrealized gain of $0.8 million was included in other comprehensive income, primarily related to the fluctuations of the USD to Mexican peso and USD to Canadian dollar exchange rates.

Cash and Cash Equivalents and Short-Term Investments

The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents.

Short-term investments classified as available-for-sale include certificates of deposit with a maturity greater than three months, but less than one year.

Refer to Note 3 to the Consolidated Financial Statements for information regarding cash and cash equivalents and short-term investments.

Receivables

The Company maintains an allowance for doubtful accounts for estimated losses from the failure of certain of our customers to make required payments for products or services delivered. The Company estimates this allowance based on the age of the related receivable, knowledge of the financial condition of customers, review of historical and expected future receivables and reserve trends and other pertinent information. If the financial condition of customers deteriorates or an unfavorable trend in receivable collections is experienced in the future, additional allowances may be required. Historically, the Company’s reserves have approximated actual experience.

Merchandise Inventory

Merchandise inventory is valued at the lower of average cost or net realizable value, utilizing the retail method. Average cost includes merchandise design and sourcing costs and related expenses. The Company records merchandise receipts when control of the merchandise has transferred to the Company.

The Company reviews its inventory levels to identify slow-moving merchandise and generally uses markdowns to clear merchandise. Additionally, the Company estimates a markdown reserve for future planned permanent markdowns related to current inventory. Markdowns may occur when inventory exceeds customer demand for reasons of style, seasonal adaptation, changes in customer preference, lack of consumer acceptance of fashion items, competition, or if it is determined that the inventory in stock will not sell at its currently ticketed price. Such markdowns may have a material adverse impact on earnings, depending on the extent and amount of inventory affected.

The Company also estimates a shrinkage reserve for the period between the last physical count and the balance sheet date. The estimate for the shrinkage reserve, based on historical results, can be affected by changes in merchandise mix and changes in actual shrinkage trends.

Property and Equipment

Property and equipment is recorded on the basis of cost with depreciation computed utilizing the straight-line method over the asset’s estimated useful life. The useful lives of our major classes of assets are as follows:

 

Buildings

 

25 years

Leasehold improvements

 

Lesser of 10 years or the term of the lease

Fixtures and equipment

Information technology

 

Five years

Three - five years

 

As of July 30, 2022, the weighted average remaining useful life of our assets was approximately 6.1 years.

In accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”), the Company’s management evaluates the value of leasehold improvements, store fixtures, and operating lease right-of-use ("ROU") assets associated with retail stores. The Company evaluates long-lived assets for impairment at the individual store level, which is the lowest level at which individual cash flows can be identified. Impairment losses are recorded on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the projected undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts. When events such as these occur, the impaired assets are adjusted to their estimated fair value and an impairment loss is recorded separately as a component of operating income within the Consolidated Statements of Operations. No asset impairment charges were recorded during the 13 or 26 weeks ended July 30, 2022 or July 31, 2021.

When the Company closes, remodels, or relocates a store prior to the end of its lease term, the remaining net book value of the assets related to the store is recorded as a write-off of assets within depreciation and amortization expense. Refer to Note 6 to the Consolidated Financial Statements for additional information regarding property and equipment.

Goodwill and Intangible Assets, net

The Company’s goodwill is primarily related to the acquisition of Quiet Logistics in Fiscal 2021, as well as its importing operations and Canadian business, and represents the excess of cost over fair value of net assets of businesses acquired. In accordance with ASC 350, Intangibles – Goodwill and Other, the Company evaluates goodwill for possible impairment at least annually as of the last day of the fiscal year and upon occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of a reporting unit may be below its carrying value. If the carrying value of the reporting unit exceeds the fair value, an impairment charge is recorded in the period of the evaluation based on that difference. As a result of the Company's annual goodwill impairment test as of January 29, 2022, the Company concluded

that its goodwill was not impaired. No indicators of impairment were present during the 13 or 26 weeks ended July 30, 2022 and July 31, 2021.

Definite-lived intangible assets are initially recorded at fair value, with amortization computed utilizing the straight-line method over the assets’ estimated useful lives. The Company’s definite-lived intangible assets, which consist primarily of trademark assets, are generally amortized over 10 to 15 years.

The Company evaluates definite-lived intangible assets for impairment in accordance with ASC 360 when events or circumstances indicate that the carrying value of the asset may not be recoverable. Such an evaluation includes the estimation of undiscounted future cash flows to be generated by those assets. If the sum of the estimated future undiscounted cash flows is less than the carrying amounts of the assets, then the assets are impaired and are adjusted to their estimated fair value. No definite-lived intangible asset impairment charges were recorded during the 13 or 26 weeks ended July 30, 2022 or July 31, 2021.

Refer to Note 7 to the Consolidated Financial Statements for additional information regarding goodwill and intangible assets.

Gift Cards

Revenue is not recorded on the issuance of gift cards. The value of a gift card is recorded as a current liability upon issuance and revenue is recognized when the gift card is redeemed for merchandise. The Company estimates revenue on unredeemed gift cards based on an estimate of the amounts that will not be redeemed ("gift card breakage") and recognizes revenue in proportion to actual gift card redemptions as a component of total net revenue.

The Company determines an estimated gift card breakage rate by continuously evaluating historical redemption data and the time when there is a remote likelihood that a gift card will be redeemed. During the 13 weeks ended July 30, 2022 and July 31, 2021, the Company recorded approximately $2.2 million and $2.0 million, respectively, of revenue related to gift card breakage. During the 26 weeks ended July 30, 2022 and July 31, 2021, the Company recorded $4.9 million and $4.4 million, respectively, of revenue related to gift card breakage.

Construction Allowances

As part of certain lease agreements for retail stores, the Company receives construction allowances from lessors, which are generally comprised of cash amounts. The Company records a receivable and an adjustment to the operating lease ROU asset at the lease commencement date (date of initial possession of the store). The deferred lease credit is amortized as part of the single lease cost over the term of the original lease (including the pre-opening build-out period). The receivable is reduced as amounts are received from the lessor.

Self-Insurance Liability

The Company uses a combination of insurance and self-insurance mechanisms for certain losses related to employee medical benefits and worker’s compensation. Costs for self-insurance claims filed and claims incurred but not reported are accrued based on known claims and historical experience. Management believes that it has adequately reserved for its self-insurance liability, which is capped by stop loss contracts with insurance companies. However, any significant variation of future claims from historical trends could cause actual results to differ from the accrued liability.

Leases

The Company leases all store premises, regional distribution facilities, some of its office space, and certain information technology and office equipment. These leases are generally classified as operating leases.

Store leases generally provide for a combination of base rentals and contingent rent based on store sales. Additionally, most leases include lessor incentives such as construction allowances and rent holidays. The Company is typically responsible for tenant occupancy costs including maintenance costs, common area charges, real estate taxes and certain other expenses. When measuring operating lease ROU assets and operating lease liabilities, the Company only includes cash flows related to options to extend or terminate leases once those options are executed.

Some leases have variable payments. However, because they are not based on an index or rate, they are not included in the measurement of operating lease ROU assets and operating lease liabilities.

When determining the present value of future payments for an operating lease that does not have a readily determinable implicit rate, the Company uses its incremental borrowing rate as of the date of initial possession of the leased asset.

For leases that qualify for the short-term lease exemption, the Company does not record an operating lease liability or operating lease ROU asset. Short-term lease payments are recognized on a straight-line basis over the lease term of 12 months or less.

Co-branded Credit Card

The Company offers a co-branded credit card and a private label credit card under the AE and Aerie brands. These credit cards are issued by a third-party bank (the “Bank”) in accordance with a credit card agreement (the “Agreement”). The Company has no liability to the Bank for bad debt expense, provided that purchases are made in accordance with the Bank’s procedures. We receive funding from the Bank based on the Agreement and card activity, which includes payments for new account activations and usage of the credit cards. We recognize revenue for this funding as we fulfill our performance obligations under the Agreement. This revenue is recorded in other revenue, which is a component of total net revenue in our Consolidated Statements of Operations.

For further information on the Company’s loyalty program, refer to the Customer Loyalty Program caption below.

Customer Loyalty Program

The Company offers a highly digitized loyalty program called Real Rewards by American Eagle and Aerie™ (the “Program”). This Program features both shared and unique benefits for loyalty members and credit card holders. Under the Program, members accumulate points based on purchase activity and earn rewards by reaching certain point thresholds. Members earn rewards in the form of discount savings certificates. Rewards earned are valid through the stated expiration date, which is 60 days from the issuance date of the reward. Rewards not redeemed during the 60-day redemption period are forfeited.

Points earned under the Program on purchases at American Eagle and Aerie are accounted for in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The portion of the sales revenue attributed to the reward points is deferred and recognized when the reward is redeemed or when the points expire, using the relative stand-alone selling price method. Additionally, reward points earned using the co-branded credit card on non-AE or Aerie purchases are accounted for in accordance with ASC 606. As the points are earned, a current liability is recorded for the estimated cost of the reward, and the impact of adjustments is recorded in revenue.

The Company defers a portion of the sales revenue attributed to the loyalty points and recognizes revenue when the points are redeemed or expire, consistent with the requirements of ASC 606.

Sales Return Reserve

Revenue is recorded net of estimated and actual sales returns and deductions for coupon redemptions and other promotions. The Company records the impact of adjustments to its sales return reserve quarterly within total net revenue and cost of sales. The sales return reserve reflects an estimate of sales returns based on projected merchandise returns determined using historical average return percentages.

The presentation on a gross basis consists of a separate right of return asset and liability. These amounts are recorded within (i) prepaid expenses and other and (ii) other current liabilities and accrued expenses, respectively, on the Consolidated Balance Sheets.

Long-Term Debt

 

In April 2020, the Company issued $415 million aggregate principal amount of convertible senior notes due 2025 (the "2025 Notes"). Prior to the adoption of ASU 2020-06 in Fiscal 2022, the 2025 Notes were accounted for under the cash conversion model, which is one of the models eliminated by ASU 2020-06. The adoption of ASU 2020-06 resulted in the 2025 Notes being accounted for as a single balance in long-term debt, rather than being accounted for as separate debt and equity components. As of July 30, 2022, approximately $69.6 million aggregate principal of the 2025 Notes remain outstanding.

In June 2022, the Company entered into an amended and restated credit agreement (the “Credit Agreement”). The Credit Agreement provides senior secured asset based revolving credit for loans and letters of credit up to $700 million, subject to customary borrowing base limitations (the "Credit Facility"). The Credit Facility expires on June 24, 2027.

 

Refer to Note 8 to the Consolidated Financial Statements for additional information regarding Long-Term Debt.

Income Taxes

The Company calculates income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires the use of the liability method. Under this method, deferred tax assets and liabilities are recognized based on the difference between the Consolidated Financial Statements carrying amounts of existing assets and liabilities and their respective tax bases as computed pursuant to ASC 740. Deferred tax assets and liabilities are measured using the tax rates, based on certain judgments regarding enacted tax laws and published guidance, in effect in the years when those temporary differences are expected to reverse. A valuation allowance is established against the deferred tax assets when it is more likely than not that

some portion or all of the deferred taxes may not be realized. Changes in the Company’s level and composition of earnings, tax laws or the deferred tax valuation allowance, as well as the results of tax audits, may materially impact the Company’s effective income tax rate.

The Company evaluates its income tax positions in accordance with ASC 740, which prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision whether to file or not to file in a particular jurisdiction. Under ASC 740, a tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits.

The calculation of deferred tax assets and liabilities, as well as the decision to recognize a tax benefit from an uncertain position and to establish a valuation allowance, requires management to make estimates and assumptions. The Company believes that its estimates and assumptions are reasonable, although actual results may have a positive or negative material impact on the balances of deferred tax assets and liabilities, valuation allowances or net income (loss).

Refer to Note 10 to the Consolidated Financial Statements for additional information regarding income taxes.

Revenue Recognition

The Company recognizes revenue pursuant to ASC 606. Revenue is recorded for store sales upon the purchase of merchandise by customers. The Company’s e-commerce operation records revenue upon the customer receipt date of the merchandise. Shipping and handling revenues are included in total net revenue. Sales tax collected from customers is excluded from revenue and is included as part of accrued income and other taxes on the Company’s Consolidated Balance Sheets.

Revenue is recorded net of estimated and actual sales returns and promotional price reductions. The Company records the impact of adjustments to its sales return reserve quarterly within total net revenue and cost of sales. The sales return reserve reflects an estimate of sales returns based on projected merchandise returns determined using historical average return percentages.

Revenue is not recorded on the issuance of gift cards. A current liability is recorded upon issuance, and revenue is recognized when the gift card is redeemed for merchandise. Additionally, the Company recognizes revenue on gift card breakage, determined through historical redemption trends. Gift card breakage revenue is recognized in proportion to actual gift card redemptions as a component of total net revenue. For further information on the Company’s gift card program, refer to the Gift Cards caption above.

The Company recognizes royalty revenue generated from its license or franchise agreements based on a percentage of merchandise sales by the licensee/franchisee. This revenue is recorded as a component of total net revenue when earned and collection is probable.

The Company defers a portion of the sales revenue attributed to loyalty points and recognizes revenue when the points are redeemed or expire, consistent with the requirements of ASC 606. Refer to the Customer Loyalty Program caption above for additional information.

Revenue associated with Quiet Platforms is recognized as the services are performed.

Cost of Sales, Including Certain Buying, Occupancy and Warehousing Expenses

Cost of sales consists of merchandise costs, including design, sourcing, importing and inbound freight costs, as well as markdowns, shrinkage and certain promotional costs (collectively, “merchandise costs”) and buying, occupancy and warehousing costs and services.

Design costs are related to the Company's Design Center operations and include compensation, travel and entertainment, supplies and samples for our design teams, as well as rent and depreciation for our Design Center. These costs are included in cost of sales as the respective inventory is sold.

Buying, occupancy and warehousing costs and services consist of compensation, employee benefit expenses and travel and entertainment 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; compensation and supplies for our distribution centers, including purchasing, receiving and inspection costs; and shipping and handling costs related to our e-commerce operation. Gross profit is the difference between total net revenue and cost of sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SG&A") consist of compensation and employee benefit expenses, including salaries, incentives and related benefits associated with our stores and corporate headquarters. Selling, general and administrative expenses also include advertising costs, supplies for our stores and home office, communication costs, travel and entertainment, leasing costs and services purchased.

SG&A expenses do not include compensation, employee benefit expenses and travel for our design, sourcing and importing teams, our buyers and our distribution centers as these amounts are recorded in cost of sales. Additionally, SG&A expenses do not include rent and utilities related to our stores, operating costs of our distribution centers, and shipping and handling costs related to our e-commerce operations, all of which are included in cost of sales.

Debt Related Charges

Debt related charges consists primarily of a $55.7 million induced conversion expense on the exchange of the 2025 Notes, along with certain other costs related to actions we took to strengthen our capital structure during the 13 weeks ended July 30, 2022. Refer to Note 8 to the Consolidated Financial Statements for additional information regarding the 2025 Notes.

Interest Expense, Net

Interest expense, net primarily consists of interest expense related to the Company’s 2025 Notes and borrowings under our Credit Facility, as offset by interest income from cash, cash equivalents and short-term investments.

Other Income, Net

Other income, net consists of allowances for uncollectible receivables, foreign currency fluctuations and changes in other non-operating items.

Segment Information

We have two reportable segments: American Eagle and Aerie. For additional information regarding the Company’s segments and geographic information, refer to Note 12 to the Consolidated Financial Statements.

v3.22.2.2
Cash and Cash Equivalents and Short-Term Investments
6 Months Ended
Jul. 30, 2022
Cash and Cash Equivalents [Abstract]  
Cash, Cash Equivalents and Short-term Investments

3. Cash and Cash Equivalents and Short-Term Investments

The following table summarizes the fair market values for the Company’s cash and short-term investments, which are recorded in the Consolidated Balance Sheets:

 

(In thousands)

 

July 30,
2022

 

 

January 29,
2022

 

 

July 31,
2021

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

Cash

 

$

98,111

 

 

$

138,758

 

 

$

498,211

 

Interest bearing deposits

 

 

103

 

 

 

296,012

 

 

 

275,783

 

Total cash and cash equivalents

 

$

98,214

 

 

$

434,770

 

 

$

773,994

 

Short-term investments

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

 

 

 

 

 

 

 

50,000

 

Total short-term investments

 

 

 

 

 

 

 

 

50,000

 

Total

 

$

98,214

 

 

$

434,770

 

 

$

823,994

 

v3.22.2.2
Fair Value Measurements
6 Months Ended
Jul. 30, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements

4. Fair Value Measurements

ASC 820, Fair Value Measurement Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. Fair value is defined under ASC 820 as the exit price associated with the sale of an asset or transfer of a liability in an orderly transaction between market participants at the measurement date.

Financial Instruments

Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. In addition, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

Level 1 — Quoted prices in active markets.
Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s cash equivalents and short-term investments are Level 1 financial assets and are measured at fair value on a recurring basis, for all periods presented. Refer to Note 3 to the Consolidated Financial Statements for additional information regarding cash equivalents and short-term investments.

 

 

 

Fair Value Measurements at July 30, 2022

 

(In thousands)

 

Carrying Amount

 

 

Quoted Market Prices
in Active Markets for
Identical Assets
(Level 1)

 

 

Significant Other
Observable Inputs
(Level 2)

 

 

Significant
Unobservable Inputs
(Level 3)

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

98,111

 

 

$

98,111

 

 

$

 

 

$

 

Interest bearing deposits

 

 

103

 

 

 

103

 

 

 

 

 

 

 

Total cash and cash equivalents

 

$

98,214

 

 

$

98,214

 

 

$

 

 

$

 

Long-Term Debt

As of July 30, 2022, the fair value of the Company's $307.7 million in outstanding borrowings under its Credit Facility approximated the carrying value. As of July 31, 2021, the Company had no outstanding borrowings under its previous credit agreement.

The Company had approximately $69.6 million aggregate principal of the 2025 Notes outstanding at July 30, 2022. The fair value of the Company's 2025 Notes is not required to be measured at fair value on a recurring basis. Upon issuance, the fair value of the 2025 Notes was measured using two approaches that consider market related conditions, including market benchmark rates and a secondary market quoted price, and is therefore within Level 2 of the fair value hierarchy.

Refer to Note 8 to the Consolidated Financial Statements for additional information regarding long-term debt and other credit arrangements.

Non-Financial Assets

The Company’s non-financial assets, which include intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur and the Company is required to evaluate the non-financial asset for impairment, a resulting impairment would require that the non-financial asset be recorded at the estimated fair value. There were no asset impairment charges recorded during the 13 or 26 weeks ended July 30, 2022 and July 31, 2021.

The Company evaluates goodwill for possible impairment at least annually as of the last day of the fiscal year and upon occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of a reporting unit may be below its carrying value. The Company last performed an annual goodwill impairment test using Level 3 inputs as defined in ASC 820 as of January 29, 2022. As a result of the Company's annual goodwill impairment test, the Company

concluded that its goodwill was not impaired. No indicators of impairment were present during the 13 or 26 weeks ended July 30, 2022 and July 31, 2021.

v3.22.2.2
Earnings per Share
6 Months Ended
Jul. 30, 2022
Earnings Per Share [Abstract]  
Earnings per Share

5. Earnings per Share

The following is a reconciliation between the amounts used in the calculation of basic and diluted earnings per share:

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

 

 

July 30,

 

 

July 31,

 

 

July 30,

 

 

July 31,

 

(In thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic number of common shares outstanding

 

 

180,189

 

 

 

167,491

 

 

 

174,544

 

 

 

168,036

 

Dilutive effect of convertible notes

 

 

 

 

 

36,367

 

 

 

 

 

 

35,083

 

Dilutive effect of stock options and non-vested
   restricted stock

 

 

 

 

 

5,075

 

 

 

 

 

 

5,281

 

Diluted number of common shares outstanding

 

 

180,189

 

 

 

208,933

 

 

 

174,544

 

 

 

208,400

 

Anti-Dilutive Shares (1) (2)

 

 

29,221

 

 

 

130

 

 

 

38,763

 

 

 

130

 

 

(1)
For the 13 and 26 weeks ended July 30, 2022, there were 3.9 million and 1.9 million potentially dilutive equity awards, respectively, that were excluded from the diluted earnings per share calculation because the Company incurred a net loss for this period and their inclusion would be anti-dilutive.
(2)
For the 13 and 26 weeks ended July 30, 2022, there were 25.3 million and 36.8 million potentially dilutive shares from the Company’s 2025 Notes, respectively, that were excluded from the diluted earnings per share calculation because the Company incurred a net loss for this period and their inclusion would be anti-dilutive.

Dilutive and anti-dilutive shares relate to share-based compensation. Refer to Notes 8 and 9 to the Consolidated Financial Statements for additional information regarding the 2025 Notes and share-based compensation, respectively.

On June 3, 2022, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with JPMorgan Chase Bank (“JPM”). Pursuant to the terms of the ASR Agreement, on June 3, 2022, the Company paid $200.0 million in cash and received an initial delivery of 13.4 million shares of its common stock on June 3, 2022. At final settlement, on July 28, 2022, an additional 3.7 million shares were received. The cumulative repurchase under the ASR Agreement was 17.0 million shares repurchased at an average price per share of $11.75. The aforementioned shares have been recorded as treasury stock.

v3.22.2.2
Property and Equipment
7 Months Ended
Jul. 30, 2022
Property, Plant and Equipment [Abstract]  
Property and Equipment

6. Property and Equipment

Property and equipment consists of the following:

 

 

 

July 30,

 

 

January 29,

 

 

July 31,

 

(In thousands)

 

2022

 

 

2022

 

 

2021

 

Property and equipment, at cost

 

$

2,603,212

 

 

$

2,480,438

 

 

$

2,330,665

 

Less: Accumulated depreciation and impairment

 

 

(1,827,243

)

 

 

(1,752,166

)

 

 

(1,689,269

)

Property and equipment, net

 

$

775,969

 

 

$

728,272

 

 

$

641,396

 

v3.22.2.2
Goodwill and Intangible Assets, net
7 Months Ended
Jul. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets, net

7. Goodwill and Intangible Assets, net

Goodwill and definite-lived intangible assets, net consist of the following:

 

 

 

 

 

 

 

July 30,

 

 

January 29,

 

 

July 31,

 

(In thousands)

 

2022

 

 

2022

 

 

2021

 

Goodwill, gross

 

$

275,602

 

 

$

275,612

 

 

$

20,561

 

Accumulated impairment (1)

 

 

(4,196

)

 

 

(4,196

)

 

 

(4,196

)

Goodwill, net

 

$

271,406

 

 

$

271,416

 

 

$

16,365

 

 

(1)
Accumulated impairment includes $1.7 million recorded in Fiscal 2019 and $2.5 million recorded in Fiscal 2016.

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

July 30, 2022

 

 

January 29, 2022

 

 

July 31, 2021

 

Intangible assets, at cost

 

$

145,765

 

 

$

145,243

 

 

$

93,335

 

Accumulated amortization

 

 

(47,114

)

 

 

(42,542

)

 

 

(39,080

)

Intangible assets, net

 

$

98,651

 

 

$

102,701

 

 

$

54,255

 

v3.22.2.2
Long-Term Debt, Net
7 Months Ended
Jul. 30, 2022
Debt Disclosure [Abstract]  
Long-Term Debt, Net

8. Long-Term Debt, Net

Our long-term debt consisted of the following:

 

(In thousands)

July 30,
2022

 

 

January 29,
2022

 

 

July 31,
2021

 

2025 Notes principal

$

69,601

 

 

$

412,025

 

 

$

412,025

 

Less: unamortized discount

 

779

 

 

 

71,023

 

 

 

80,345

 

2025 Notes, net

$

68,822

 

 

$

341,002

 

 

$

331,680

 

Credit Facility borrowings

 

307,700

 

 

 

 

 

 

 

Total long-term debt, net

$

376,522

 

 

$

341,002

 

 

$

331,680

 

 

 

 

 

 

 

 

 

 

2025 Notes - equity portion, net of tax

 

 

 

 

58,454

 

 

 

58,454

 

 

2025 Notes

In April 2020, the Company issued $415 million aggregate principal amount of 2025 Notes in a private placement to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The 2025 Notes have a stated interest rate of 3.75%, payable semi-annually. The Company may redeem the 2025 Notes, in whole or in part, at any time beginning April 17, 2023. The Company used the net proceeds from the issuance for general corporate purposes.

The Company does not have the right to redeem the 2025 Notes prior to April 17, 2023. On or after April 17, 2023 and prior to the fortieth scheduled trading day immediately preceding the maturity date, the Company may redeem all or any portion of the 2025 Notes, at its option, for cash, if the last reported sale price of the Company's common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. Beginning January 2025, noteholders may convert their notes for approximately 120.9 shares of the Company's common stock per $1,000 principal amount of the notes, equivalent to a conversion price of approximately $8.27 per share.

Note Exchange

In June 2022, the Company entered into separate privately negotiated exchange agreements with certain holders of the 2025 Notes, to exchange $342.4 million in aggregate principal amount of the 2025 Notes for a combination of cash and shares of the Company's common stock, plus payment for accrued and unpaid interest (the "Note Exchange").

The Company paid cash of $136.1 million to redeem the principal amount of the 2025 Notes with a carrying value of $339.2 million and issued approximately 34.7 million shares of the Company's common stock. In connection with these transactions, the Company recognized a pre-tax inducement charge of approximately $55.7 million during the 13 weeks ended July 30, 2022, which was recorded within debt related charges on the Consolidated Statements of Operations. Following the Note Exchange, approximately $69.6 million aggregate principal amount of the 2025 Notes remained outstanding at July 30, 2022.

The effective interest rate for the 2025 Notes is 4.3% and we calculated the effective yield using a market approach. The remaining amortization period of the discount was 2.75 years as of July 30, 2022.

Interest expense for the 2025 Notes was:

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(In thousands)

July 30,
2022

 

July 31,
2021

 

 

July 30,
2022

 

July 31,
2021

 

Accrued interest for interest payments

$

2,008

 

$

3,815

 

 

$

5,914

 

$

7,749

 

Amortization of discount

 

255

 

 

4,956

 

 

 

782

 

 

9,384

 

Total interest expense

$

2,263

 

$

8,771

 

 

$

6,696

 

$

17,133

 

 

Refer to Note 2 and Note 5 to the Consolidated Financial Statements for additional information regarding the impact of the adoption of ASU 2020-06.

The following table discloses conversion amounts if the 2025 Notes were all converted as of the end of the period:

 

(In thousands, except per share amounts)

July 30,
2022

 

Number of shares convertible

 

8,418

 

Conversion price per share

$

8.27

 

Value in excess of principal if converted

$

36,870

 

Revolving Credit Facility

In June 2022, the Company entered into the amended and restated Credit Agreement which provides senior secured asset-based revolving credit for loans and letters of credit up to $700 million, subject to customary borrowing base limitations pursuant to the Credit Facility. The Credit Facility expires on June 24, 2027. Before amendment and restatement, the Company's previous credit agreement that provided senior secured asset-based revolving credit for loans and letters of credit up to $400 million and was scheduled to expire on January 30, 2024.

All obligations under the Credit Facility are unconditionally guaranteed by certain subsidiaries. The obligations under the Credit Agreement are secured by certain assets of the Company and certain subsidiaries.

As of July 30, 2022, the Company was in compliance with the terms of the Credit Agreement and had $307.7 million in outstanding borrowings and $7.9 million outstanding in stand-by letters of credit. No loans were outstanding under the Company's previous credit agreement as of July 31, 2021.

Borrowings under the Credit Facility accrue interest at the election of the Company at an adjusted secured overnight financing rate ("SOFR") rate of SOFR plus 0.10% plus an applicable margin (ranging from 1.125% to 1.375%) or an alternate base rate plus an applicable margin (ranging from 0.125% to 0.375%), with each such applicable margin being based on average borrowing availability under the Credit Facility. Interest is payable quarterly and at the end of each applicable interest period. The weighted average interest rate for borrowings during the 13 weeks ended July 30, 2022 was 2.7%. The total interest expense related to the Credit Facility for both the 13 and 26 weeks ended July 30, 2022 was $1.0 million.

v3.22.2.2
Share-Based Compensation
6 Months Ended
Jul. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation

9. Share-Based Compensation

The Company accounts for share-based compensation under the provisions of ASC 718, Compensation - Stock Compensation, which requires the Company to measure and recognize compensation expense for all share-based payments at fair value.

Total share-based compensation expense included in the Consolidated Statements of Operations for the 13 and 26 weeks ended July 30, 2022 was $8.6 million ($7.7 million, net of tax) and $22.9 million ($20.4 million, net of tax), respectively, and for the 13 and 26 weeks ended July 31, 2021 was $9.0 million ($6.8 million, net of tax) and $21.6 million ($16.4 million, net of tax), respectively.

Stock Option Grants

The Company has granted time-based stock option awards, which vest over the requisite service period of the award or at an employee’s eligible retirement date, if earlier. A summary of the Company’s stock option activity for the 26 weeks ended July 30, 2022 follows:

 

 

 

 

 

 

Weighted-
Average

 

 

Weighted-
Average
Remaining
Contractual

 

 

Aggregate

 

 

 

Options

 

 

Exercise Price

 

 

Term

 

 

Intrinsic Value

 

 

 

(In thousands)

 

 

 

 

 

(In years)

 

 

(In thousands)

 

Outstanding - January 29, 2022

 

 

3,647

 

 

$

16.74

 

 

 

 

 

 

 

Granted

 

 

1,094

 

 

$

17.24

 

 

 

 

 

 

 

Exercised

 

 

(80

)

 

$

8.62

 

 

 

 

 

 

 

Cancelled

 

 

(398

)

 

$

16.02

 

 

 

 

 

 

 

Outstanding - July 30, 2022

 

 

4,263

 

 

$

17.09

 

 

 

4.4

 

 

 

2,401

 

Vested and expected to vest - July 30, 2022

 

 

3,022

 

 

$

17.00

 

 

 

3.1

 

 

 

782

 

Exercisable - July 30, 2022 (1)

 

 

460

 

 

$

8.62

 

 

 

4.4

 

 

 

1,575

 

 

(1)
Options exercisable represent “in-the-money” vested options based upon the weighted-average exercise price of vested options compared to the Company’s stock price on July 30, 2022.

Cash received from the exercise of stock options and the actual tax benefit realized from share-based payments was $1.4 million and $0.4 million, respectively, for the 26 weeks ended July 30, 2022. Cash received from the exercise of stock options and the actual tax benefit realized from share-based payments was $13.1 million and $4.1 million, respectively, for the 26 weeks ended July 31, 2021.

As of July 30, 2022, there was $9.6 million of unrecognized compensation expense for stock option awards that is expected to be recognized over a weighted average period of 2.2 years.

The fair value of stock options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:

 

 

 

26 Weeks Ended

 

26 Weeks Ended

 

 

 

July 30,

 

July 31,

 

Black-Scholes Option Valuation Assumptions

 

2022

 

2021

 

Risk-free interest rate (1)

 

 

2.5

%

 

0.9

%

Dividend yield

 

 

3.8

%

 

1.6

%

Volatility factor (2)

 

 

52.2

%

 

50.7

%

Weighted-average expected term (3)

 

4.5 years

 

4.5 years

 

 

(1)
Based on the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected life of our stock options.
(2)
Based on historical volatility of the Company’s common stock.
(3)
Represents the period of time options are expected to be outstanding. The weighted average expected option terms were determined based on historical experience.

Restricted Stock Grants

Time-based restricted stock awards are comprised of time-based restricted stock units. These awards vest over three years. Time-based restricted stock units receive dividend equivalents in the form of additional time-based restricted stock units, which are subject to the same restrictions and forfeiture provisions as the original award.

Performance-based restricted stock awards include performance-based restricted stock units. These awards cliff vest at the end of a three-year period based upon the Company’s achievement of pre-established goals throughout the term of the award. Performance-based restricted stock units receive dividend equivalents in the form of additional performance-based restricted stock units, which are subject to the same restrictions and forfeiture provisions as the original award.

The grant date fair value of time-based restricted stock awards is based on the closing market price of the Company’s common stock on the date of grant. A Monte-Carlo simulation was utilized for performance-based restricted stock awards.

A summary of the Company’s restricted stock activity is presented in the following table:

 

 

 

Time-Based Restricted
Stock Units

 

 

Performance-Based Restricted
Stock Units

 

 

 

July 30, 2022

 

 

July 30, 2022

 

(Shares in thousands)

 

Shares

 

 

Weighted-
Average
Grant Date
Fair Value

 

 

Shares

 

 

Weighted-
Average
Grant Date
Fair Value

 

Non-vested - January 29, 2022

 

 

2,702

 

 

$

16.25

 

 

 

1,462

 

 

$

20.95

 

Granted

 

 

1,578

 

 

$

16.59

 

 

 

549

 

 

$

19.16

 

Vested

 

 

(1,189

)

 

$

14.93

 

 

 

(257

)

 

$

21.28

 

Cancelled

 

 

(181

)

 

$

14.27

 

 

 

(76

)

 

$

21.16

 

Non-vested - July 30, 2022

 

 

2,910

 

 

$

17.10

 

 

 

1,678

 

 

$

20.30

 

 

As of July 30, 2022, there was $38.4 million of unrecognized compensation expense related to non-vested, time-based restricted stock unit awards that is expected to be recognized over a weighted-average period of 2.2 years. Based on current probable performance, there is $11.4 million of unrecognized compensation expense related to performance-based restricted stock unit awards which will be recognized as achievement of performance goals is probable over a one to three year period.

As of July 30, 2022, the Company had 4.5 million shares available for all equity grants.

v3.22.2.2
Income Taxes
6 Months Ended
Jul. 30, 2022
Income Tax Disclosure [Abstract]  
Income Taxes

10. Income Taxes

The provision for income taxes is based on the current estimate of the annual effective income tax rate and is adjusted as necessary for discrete quarterly events. The effective income tax benefit rate for the 13 weeks ended July 30, 2022 was 10.9% compared to the effective income tax rate of 24.3% for the 13 weeks ended July 31, 2021. The effective income tax rate for the 26 weeks ended July 30, 2022 was -82.5% compared to 24.5% for the 26 weeks ended July 31, 2021. The change in the effective tax rate, as compared to the prior period, is primarily due to the Note Exchange as a portion of the inducement charge was not deductible, lower excess tax benefits on share-based payments, and state legislative changes.

The Company records accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company recognizes income tax liabilities related to unrecognized tax benefits in accordance with ASC 740 and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Unrecognized tax benefits did not change significantly during the 13 weeks ended July 30, 2022. Over the next twelve months, the Company believes that it is reasonably possible that unrecognized tax benefits may decrease by approximately $0.8 million due to settlements, expiration of statute of limitations, or other changes in unrecognized tax benefits.

v3.22.2.2
Legal Proceedings
6 Months Ended
Jul. 30, 2022
Commitments and Contingencies Disclosure [Abstract]  
Legal Proceedings

11. Legal Proceedings

The Company is subject to certain legal proceedings and claims arising out of the conduct of its business. In accordance with ASC 450, Contingencies (“ASC 450”), the Company records a reserve for estimated losses when the loss is probable and the amount can be reasonably estimated. If a range of possible loss exists and no anticipated loss within the range is more likely than any other anticipated loss, the Company records the accrual at the low end of the range, in accordance with ASC 450. As the Company believes that it has provided adequate reserves, it anticipates that the ultimate outcome of any matter currently pending against the Company will not materially affect the consolidated financial position, results of operations or consolidated cash flows of the Company. However, our assessment of any litigation or other legal claims could potentially change in light of the discovery of facts not presently known or determinations by judges, juries, or other finders of fact which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.

v3.22.2.2
Segment Reporting
6 Months Ended
Jul. 30, 2022
Segment Reporting [Abstract]  
Segment Reporting

12. Segment Reporting

In accordance with ASC 280, Segment Reporting (“ASC 280”), the Company has identified two operating segments (American Eagle brand and Aerie brand) that also represent our reportable segments and reflect the Chief Operating Decision Maker’s (defined as our CEO) internal view of analyzing results and allocating resources. Additionally, our Todd Snyder brand, Unsubscribed brand, and Quiet Platforms have been identified as separate operating segments; however, as they do not meet the quantitative thresholds for separate disclosure, they have been included in the Corporate and Other category, as permitted by ASC 280.

Our CEO analyzes segment results and allocates resources between segments based on the adjusted operating income (loss), or the operating income (loss) in periods where there are no adjustments, of each segment. Adjusted operating income (loss) is a non-GAAP financial measure ("non-GAAP" or "adjusted") that is defined by the Company as operating income excluding impairment, restructuring and COVID-19 related charges. Adjusted operating income (loss) is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similar measures presented by other companies. Non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We believe that this non-GAAP information is useful as an additional means for investors to evaluate our operating performance, when reviewed in conjunction with our GAAP consolidated financial statements and provides a higher degree of transparency. These amounts are not determined in accordance with GAAP and, therefore, should not be used exclusively in evaluating our business and operations. There were no adjustments to operating income in either the 13 or 26 weeks ended July 30, 2022 or July 31, 2021 for any segment, therefore adjusted operating income (loss) is not presented in the table below.

Reportable segment information is presented in the following table:

 

(in thousands)

American Eagle

 

 

Aerie

 

 

Corporate and Other(1)

 

 

Total(2)

 

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

 

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

 

Capital expenditures

$

17,189

 

 

$

16,641

 

 

$

15,569

 

 

$

49,399

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

American Eagle

 

 

Aerie

 

 

Corporate and Other(1)

 

 

Total(2)

 

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

 

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

 

Capital expenditures

$

30,628

 

 

$

27,460

 

 

$

28,117

 

 

$

86,205

 

 

(1)
Corporate and Other includes revenue and operating results of the Todd Snyder brand, Unsubscribed brand, and Quiet Platforms (net of intersegment eliminations), which have been identified as separate operating segments, but are not material to disclose as separate reportable segments. Corporate operating costs represent certain costs that are not directly attributable to another reportable segment.
(2)
The difference between operating income (loss) and income before income taxes includes the following, which are not allocated to our reportable segments:

- For the 13 weeks ended July 30, 2022: debt related charges of $60.1 million; interest expense, net of $3.4 million; and other income, net of $1.8 million. For the 26 weeks ended July 30, 2022: debt related charges of $60.1 million; interest expense, net of $8.0 million; and other income, net of $6.3 million.

- For the 13 weeks ended July 31, 2021: interest expense, net of $8.9 million and other income, net of $1.4 million. For the 26 weeks ended July 31, 2021: interest expense, net of $17.4 million and other income, net of $3.2 million.

We do not allocate assets at the reportable segment level and therefore our CEO does not use segment asset information to make decisions.

The following table presents summarized geographical information:

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(In thousands)

 

July 30,
2022

 

 

July 31,
2021

 

 

July 30,
2022

 

 

July 31,
2021

 

Total net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

1,027,158

 

 

$

1,030,308

 

 

$

1,935,323

 

 

$

1,939,966

 

Foreign (1)

 

 

170,966

 

 

 

163,848

 

 

 

317,838

 

 

 

288,803

 

Total net revenue

 

$

1,198,124

 

 

$

1,194,156

 

 

$

2,253,161

 

 

$

2,228,769

 

(1)
Amounts represent sales from American Eagle and Aerie international retail stores, e-commerce sales that are billed to and/or shipped to foreign countries, and international franchise royalty revenue.
v3.22.2.2
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jul. 30, 2022
Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. At July 30, 2022, the Company operated in two reportable segments, American Eagle and Aerie.

Fiscal Year

Fiscal Year

Our fiscal year is a 52- or 53-week year that ends on the Saturday nearest to January 31. As used herein, “Fiscal 2022” refers to the 52-week period that will end on January 28, 2023. “Fiscal 2021” refers to the 52-week period ended January 29, 2022. “Fiscal 2020” refers to the 52-week period ended January 30, 2021.

Estimates

Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, our management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options (“ASU 2020-06”), which simplifies the accounting for convertible debt instruments. The new guidance eliminates two of the three models in Accounting Standards Codification (“ASC”) 470-20, Debt with Conversion and Other Options that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share (“EPS”) calculation. The guidance is effective for fiscal years beginning after December 15, 2021. The Company adopted ASU 2020-06 effective January 30, 2022 under the modified retrospective method.

Refer to Note 5 and Note 8 to the Consolidated Financial Statements for additional information regarding EPS and the long-term debt, respectively.

Foreign Currency Translation

Foreign Currency Translation

In accordance with ASC 830, Foreign Currency Matters, the Company translates assets and liabilities denominated in foreign currencies into United States dollars (“USD”) (the reporting currency) at the exchange rates prevailing at the balance sheet date. The Company translates revenues and expenses denominated in foreign currencies into USD at the monthly average exchange rates for the period. Gains or losses resulting from foreign currency transactions are included in the consolidated results of operations, whereas related translation adjustments are reported as an element of other comprehensive income (loss) in accordance with ASC 220, Comprehensive Income.

We are exposed to the impact of foreign exchange rate risk primarily through our Canadian and Mexican operations where the functional currency is the Canadian dollar and Mexican peso, respectively. The impact of all other foreign currencies is currently immaterial to our consolidated financial results. During the 13 weeks ended July 30, 2022, an unrealized gain of $0.3 million was included in other comprehensive income. During the 26 weeks ended, July 30, 2022, an unrealized gain of $0.8 million was included in other comprehensive income, primarily related to the fluctuations of the USD to Mexican peso and USD to Canadian dollar exchange rates.

Cash and Cash Equivalents and Short-term Investments

Cash and Cash Equivalents and Short-Term Investments

The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents.

Short-term investments classified as available-for-sale include certificates of deposit with a maturity greater than three months, but less than one year.

Refer to Note 3 to the Consolidated Financial Statements for information regarding cash and cash equivalents and short-term investments.

Receivables

Receivables

The Company maintains an allowance for doubtful accounts for estimated losses from the failure of certain of our customers to make required payments for products or services delivered. The Company estimates this allowance based on the age of the related receivable, knowledge of the financial condition of customers, review of historical and expected future receivables and reserve trends and other pertinent information. If the financial condition of customers deteriorates or an unfavorable trend in receivable collections is experienced in the future, additional allowances may be required. Historically, the Company’s reserves have approximated actual experience.

Merchandise Inventory

Merchandise Inventory

Merchandise inventory is valued at the lower of average cost or net realizable value, utilizing the retail method. Average cost includes merchandise design and sourcing costs and related expenses. The Company records merchandise receipts when control of the merchandise has transferred to the Company.

The Company reviews its inventory levels to identify slow-moving merchandise and generally uses markdowns to clear merchandise. Additionally, the Company estimates a markdown reserve for future planned permanent markdowns related to current inventory. Markdowns may occur when inventory exceeds customer demand for reasons of style, seasonal adaptation, changes in customer preference, lack of consumer acceptance of fashion items, competition, or if it is determined that the inventory in stock will not sell at its currently ticketed price. Such markdowns may have a material adverse impact on earnings, depending on the extent and amount of inventory affected.

The Company also estimates a shrinkage reserve for the period between the last physical count and the balance sheet date. The estimate for the shrinkage reserve, based on historical results, can be affected by changes in merchandise mix and changes in actual shrinkage trends.

Property and Equipment

Property and Equipment

Property and equipment is recorded on the basis of cost with depreciation computed utilizing the straight-line method over the asset’s estimated useful life. The useful lives of our major classes of assets are as follows:

 

Buildings

 

25 years

Leasehold improvements

 

Lesser of 10 years or the term of the lease

Fixtures and equipment

Information technology

 

Five years

Three - five years

 

As of July 30, 2022, the weighted average remaining useful life of our assets was approximately 6.1 years.

In accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”), the Company’s management evaluates the value of leasehold improvements, store fixtures, and operating lease right-of-use ("ROU") assets associated with retail stores. The Company evaluates long-lived assets for impairment at the individual store level, which is the lowest level at which individual cash flows can be identified. Impairment losses are recorded on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the projected undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts. When events such as these occur, the impaired assets are adjusted to their estimated fair value and an impairment loss is recorded separately as a component of operating income within the Consolidated Statements of Operations. No asset impairment charges were recorded during the 13 or 26 weeks ended July 30, 2022 or July 31, 2021.

When the Company closes, remodels, or relocates a store prior to the end of its lease term, the remaining net book value of the assets related to the store is recorded as a write-off of assets within depreciation and amortization expense. Refer to Note 6 to the Consolidated Financial Statements for additional information regarding property and equipment.

Goodwill and Intangible Assets, net

Goodwill and Intangible Assets, net

The Company’s goodwill is primarily related to the acquisition of Quiet Logistics in Fiscal 2021, as well as its importing operations and Canadian business, and represents the excess of cost over fair value of net assets of businesses acquired. In accordance with ASC 350, Intangibles – Goodwill and Other, the Company evaluates goodwill for possible impairment at least annually as of the last day of the fiscal year and upon occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of a reporting unit may be below its carrying value. If the carrying value of the reporting unit exceeds the fair value, an impairment charge is recorded in the period of the evaluation based on that difference. As a result of the Company's annual goodwill impairment test as of January 29, 2022, the Company concluded

that its goodwill was not impaired. No indicators of impairment were present during the 13 or 26 weeks ended July 30, 2022 and July 31, 2021.

Definite-lived intangible assets are initially recorded at fair value, with amortization computed utilizing the straight-line method over the assets’ estimated useful lives. The Company’s definite-lived intangible assets, which consist primarily of trademark assets, are generally amortized over 10 to 15 years.

The Company evaluates definite-lived intangible assets for impairment in accordance with ASC 360 when events or circumstances indicate that the carrying value of the asset may not be recoverable. Such an evaluation includes the estimation of undiscounted future cash flows to be generated by those assets. If the sum of the estimated future undiscounted cash flows is less than the carrying amounts of the assets, then the assets are impaired and are adjusted to their estimated fair value. No definite-lived intangible asset impairment charges were recorded during the 13 or 26 weeks ended July 30, 2022 or July 31, 2021.

Refer to Note 7 to the Consolidated Financial Statements for additional information regarding goodwill and intangible assets.

Gift Cards

Gift Cards

Revenue is not recorded on the issuance of gift cards. The value of a gift card is recorded as a current liability upon issuance and revenue is recognized when the gift card is redeemed for merchandise. The Company estimates revenue on unredeemed gift cards based on an estimate of the amounts that will not be redeemed ("gift card breakage") and recognizes revenue in proportion to actual gift card redemptions as a component of total net revenue.

The Company determines an estimated gift card breakage rate by continuously evaluating historical redemption data and the time when there is a remote likelihood that a gift card will be redeemed. During the 13 weeks ended July 30, 2022 and July 31, 2021, the Company recorded approximately $2.2 million and $2.0 million, respectively, of revenue related to gift card breakage. During the 26 weeks ended July 30, 2022 and July 31, 2021, the Company recorded $4.9 million and $4.4 million, respectively, of revenue related to gift card breakage.

Construction Allowances

Construction Allowances

As part of certain lease agreements for retail stores, the Company receives construction allowances from lessors, which are generally comprised of cash amounts. The Company records a receivable and an adjustment to the operating lease ROU asset at the lease commencement date (date of initial possession of the store). The deferred lease credit is amortized as part of the single lease cost over the term of the original lease (including the pre-opening build-out period). The receivable is reduced as amounts are received from the lessor.

Self-Insurance Liability

Self-Insurance Liability

The Company uses a combination of insurance and self-insurance mechanisms for certain losses related to employee medical benefits and worker’s compensation. Costs for self-insurance claims filed and claims incurred but not reported are accrued based on known claims and historical experience. Management believes that it has adequately reserved for its self-insurance liability, which is capped by stop loss contracts with insurance companies. However, any significant variation of future claims from historical trends could cause actual results to differ from the accrued liability.

Leases

Leases

The Company leases all store premises, regional distribution facilities, some of its office space, and certain information technology and office equipment. These leases are generally classified as operating leases.

Store leases generally provide for a combination of base rentals and contingent rent based on store sales. Additionally, most leases include lessor incentives such as construction allowances and rent holidays. The Company is typically responsible for tenant occupancy costs including maintenance costs, common area charges, real estate taxes and certain other expenses. When measuring operating lease ROU assets and operating lease liabilities, the Company only includes cash flows related to options to extend or terminate leases once those options are executed.

Some leases have variable payments. However, because they are not based on an index or rate, they are not included in the measurement of operating lease ROU assets and operating lease liabilities.

When determining the present value of future payments for an operating lease that does not have a readily determinable implicit rate, the Company uses its incremental borrowing rate as of the date of initial possession of the leased asset.

For leases that qualify for the short-term lease exemption, the Company does not record an operating lease liability or operating lease ROU asset. Short-term lease payments are recognized on a straight-line basis over the lease term of 12 months or less.

Co-Branded Credit Card

Co-branded Credit Card

The Company offers a co-branded credit card and a private label credit card under the AE and Aerie brands. These credit cards are issued by a third-party bank (the “Bank”) in accordance with a credit card agreement (the “Agreement”). The Company has no liability to the Bank for bad debt expense, provided that purchases are made in accordance with the Bank’s procedures. We receive funding from the Bank based on the Agreement and card activity, which includes payments for new account activations and usage of the credit cards. We recognize revenue for this funding as we fulfill our performance obligations under the Agreement. This revenue is recorded in other revenue, which is a component of total net revenue in our Consolidated Statements of Operations.

For further information on the Company’s loyalty program, refer to the Customer Loyalty Program caption below.

Customer Loyalty Program

Customer Loyalty Program

The Company offers a highly digitized loyalty program called Real Rewards by American Eagle and Aerie™ (the “Program”). This Program features both shared and unique benefits for loyalty members and credit card holders. Under the Program, members accumulate points based on purchase activity and earn rewards by reaching certain point thresholds. Members earn rewards in the form of discount savings certificates. Rewards earned are valid through the stated expiration date, which is 60 days from the issuance date of the reward. Rewards not redeemed during the 60-day redemption period are forfeited.

Points earned under the Program on purchases at American Eagle and Aerie are accounted for in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The portion of the sales revenue attributed to the reward points is deferred and recognized when the reward is redeemed or when the points expire, using the relative stand-alone selling price method. Additionally, reward points earned using the co-branded credit card on non-AE or Aerie purchases are accounted for in accordance with ASC 606. As the points are earned, a current liability is recorded for the estimated cost of the reward, and the impact of adjustments is recorded in revenue.

The Company defers a portion of the sales revenue attributed to the loyalty points and recognizes revenue when the points are redeemed or expire, consistent with the requirements of ASC 606.

Sales Return Reserve

Sales Return Reserve

Revenue is recorded net of estimated and actual sales returns and deductions for coupon redemptions and other promotions. The Company records the impact of adjustments to its sales return reserve quarterly within total net revenue and cost of sales. The sales return reserve reflects an estimate of sales returns based on projected merchandise returns determined using historical average return percentages.

The presentation on a gross basis consists of a separate right of return asset and liability. These amounts are recorded within (i) prepaid expenses and other and (ii) other current liabilities and accrued expenses, respectively, on the Consolidated Balance Sheets.

Long-Term Debt

Long-Term Debt

 

In April 2020, the Company issued $415 million aggregate principal amount of convertible senior notes due 2025 (the "2025 Notes"). Prior to the adoption of ASU 2020-06 in Fiscal 2022, the 2025 Notes were accounted for under the cash conversion model, which is one of the models eliminated by ASU 2020-06. The adoption of ASU 2020-06 resulted in the 2025 Notes being accounted for as a single balance in long-term debt, rather than being accounted for as separate debt and equity components. As of July 30, 2022, approximately $69.6 million aggregate principal of the 2025 Notes remain outstanding.

In June 2022, the Company entered into an amended and restated credit agreement (the “Credit Agreement”). The Credit Agreement provides senior secured asset based revolving credit for loans and letters of credit up to $700 million, subject to customary borrowing base limitations (the "Credit Facility"). The Credit Facility expires on June 24, 2027.

 

Refer to Note 8 to the Consolidated Financial Statements for additional information regarding Long-Term Debt.

Income Taxes

Income Taxes

The Company calculates income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires the use of the liability method. Under this method, deferred tax assets and liabilities are recognized based on the difference between the Consolidated Financial Statements carrying amounts of existing assets and liabilities and their respective tax bases as computed pursuant to ASC 740. Deferred tax assets and liabilities are measured using the tax rates, based on certain judgments regarding enacted tax laws and published guidance, in effect in the years when those temporary differences are expected to reverse. A valuation allowance is established against the deferred tax assets when it is more likely than not that

some portion or all of the deferred taxes may not be realized. Changes in the Company’s level and composition of earnings, tax laws or the deferred tax valuation allowance, as well as the results of tax audits, may materially impact the Company’s effective income tax rate.

The Company evaluates its income tax positions in accordance with ASC 740, which prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision whether to file or not to file in a particular jurisdiction. Under ASC 740, a tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits.

The calculation of deferred tax assets and liabilities, as well as the decision to recognize a tax benefit from an uncertain position and to establish a valuation allowance, requires management to make estimates and assumptions. The Company believes that its estimates and assumptions are reasonable, although actual results may have a positive or negative material impact on the balances of deferred tax assets and liabilities, valuation allowances or net income (loss).

Refer to Note 10 to the Consolidated Financial Statements for additional information regarding income taxes.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue pursuant to ASC 606. Revenue is recorded for store sales upon the purchase of merchandise by customers. The Company’s e-commerce operation records revenue upon the customer receipt date of the merchandise. Shipping and handling revenues are included in total net revenue. Sales tax collected from customers is excluded from revenue and is included as part of accrued income and other taxes on the Company’s Consolidated Balance Sheets.

Revenue is recorded net of estimated and actual sales returns and promotional price reductions. The Company records the impact of adjustments to its sales return reserve quarterly within total net revenue and cost of sales. The sales return reserve reflects an estimate of sales returns based on projected merchandise returns determined using historical average return percentages.

Revenue is not recorded on the issuance of gift cards. A current liability is recorded upon issuance, and revenue is recognized when the gift card is redeemed for merchandise. Additionally, the Company recognizes revenue on gift card breakage, determined through historical redemption trends. Gift card breakage revenue is recognized in proportion to actual gift card redemptions as a component of total net revenue. For further information on the Company’s gift card program, refer to the Gift Cards caption above.

The Company recognizes royalty revenue generated from its license or franchise agreements based on a percentage of merchandise sales by the licensee/franchisee. This revenue is recorded as a component of total net revenue when earned and collection is probable.

The Company defers a portion of the sales revenue attributed to loyalty points and recognizes revenue when the points are redeemed or expire, consistent with the requirements of ASC 606. Refer to the Customer Loyalty Program caption above for additional information.

Revenue associated with Quiet Platforms is recognized as the services are performed.

Cost of Sales, Including Certain Buying, Occupancy and Warehousing Expenses

Cost of Sales, Including Certain Buying, Occupancy and Warehousing Expenses

Cost of sales consists of merchandise costs, including design, sourcing, importing and inbound freight costs, as well as markdowns, shrinkage and certain promotional costs (collectively, “merchandise costs”) and buying, occupancy and warehousing costs and services.

Design costs are related to the Company's Design Center operations and include compensation, travel and entertainment, supplies and samples for our design teams, as well as rent and depreciation for our Design Center. These costs are included in cost of sales as the respective inventory is sold.

Buying, occupancy and warehousing costs and services consist of compensation, employee benefit expenses and travel and entertainment 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; compensation and supplies for our distribution centers, including purchasing, receiving and inspection costs; and shipping and handling costs related to our e-commerce operation. Gross profit is the difference between total net revenue and cost of sales.

Selling, General and Administrative Expenses

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SG&A") consist of compensation and employee benefit expenses, including salaries, incentives and related benefits associated with our stores and corporate headquarters. Selling, general and administrative expenses also include advertising costs, supplies for our stores and home office, communication costs, travel and entertainment, leasing costs and services purchased.

SG&A expenses do not include compensation, employee benefit expenses and travel for our design, sourcing and importing teams, our buyers and our distribution centers as these amounts are recorded in cost of sales. Additionally, SG&A expenses do not include rent and utilities related to our stores, operating costs of our distribution centers, and shipping and handling costs related to our e-commerce operations, all of which are included in cost of sales.

Debt Related Charges

Debt Related Charges

Debt related charges consists primarily of a $55.7 million induced conversion expense on the exchange of the 2025 Notes, along with certain other costs related to actions we took to strengthen our capital structure during the 13 weeks ended July 30, 2022. Refer to Note 8 to the Consolidated Financial Statements for additional information regarding the 2025 Notes.

Interest Expense, Net

Interest Expense, Net

Interest expense, net primarily consists of interest expense related to the Company’s 2025 Notes and borrowings under our Credit Facility, as offset by interest income from cash, cash equivalents and short-term investments.

Other Income, Net

Other Income, Net

Other income, net consists of allowances for uncollectible receivables, foreign currency fluctuations and changes in other non-operating items.

Legal Proceedings and Claims

The Company is subject to certain legal proceedings and claims arising out of the conduct of its business. In accordance with ASC 450, Contingencies (“ASC 450”), the Company records a reserve for estimated losses when the loss is probable and the amount can be reasonably estimated. If a range of possible loss exists and no anticipated loss within the range is more likely than any other anticipated loss, the Company records the accrual at the low end of the range, in accordance with ASC 450. As the Company believes that it has provided adequate reserves, it anticipates that the ultimate outcome of any matter currently pending against the Company will not materially affect the consolidated financial position, results of operations or consolidated cash flows of the Company. However, our assessment of any litigation or other legal claims could potentially change in light of the discovery of facts not presently known or determinations by judges, juries, or other finders of fact which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.

Segment Information

Segment Information

We have two reportable segments: American Eagle and Aerie. For additional information regarding the Company’s segments and geographic information, refer to Note 12 to the Consolidated Financial Statements.

v3.22.2.2
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jul. 30, 2022
Accounting Policies [Abstract]  
Useful Lives of Major Classes of Assets The useful lives of our major classes of assets are as follows:

 

Buildings

 

25 years

Leasehold improvements

 

Lesser of 10 years or the term of the lease

Fixtures and equipment

Information technology

 

Five years

Three - five years

v3.22.2.2
Cash and Cash Equivalents and Short-Term Investments (Tables)
6 Months Ended
Jul. 30, 2022
Cash and Cash Equivalents [Abstract]  
Fair Market Values for Cash and Short-term Investments

The following table summarizes the fair market values for the Company’s cash and short-term investments, which are recorded in the Consolidated Balance Sheets:

 

(In thousands)

 

July 30,
2022

 

 

January 29,
2022

 

 

July 31,
2021

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

Cash

 

$

98,111

 

 

$

138,758

 

 

$

498,211

 

Interest bearing deposits

 

 

103

 

 

 

296,012

 

 

 

275,783

 

Total cash and cash equivalents

 

$

98,214

 

 

$

434,770

 

 

$

773,994

 

Short-term investments

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

 

 

 

 

 

 

 

50,000

 

Total short-term investments

 

 

 

 

 

 

 

 

50,000

 

Total

 

$

98,214

 

 

$

434,770

 

 

$

823,994

 

v3.22.2.2
Fair Value Measurements (Tables)
6 Months Ended
Jul. 30, 2022
Fair Value Disclosures [Abstract]  
Summary of Financial Assets Measured at Fair Value on a Recurring Basis

The Company’s cash equivalents and short-term investments are Level 1 financial assets and are measured at fair value on a recurring basis, for all periods presented. Refer to Note 3 to the Consolidated Financial Statements for additional information regarding cash equivalents and short-term investments.

 

 

 

Fair Value Measurements at July 30, 2022

 

(In thousands)

 

Carrying Amount

 

 

Quoted Market Prices
in Active Markets for
Identical Assets
(Level 1)

 

 

Significant Other
Observable Inputs
(Level 2)

 

 

Significant
Unobservable Inputs
(Level 3)

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

98,111

 

 

$

98,111

 

 

$

 

 

$

 

Interest bearing deposits

 

 

103

 

 

 

103

 

 

 

 

 

 

 

Total cash and cash equivalents

 

$

98,214

 

 

$

98,214

 

 

$

 

 

$

 

v3.22.2.2
Earnings per Share (Tables)
6 Months Ended
Jul. 30, 2022
Earnings Per Share [Abstract]  
Reconciliation Between Basic and Diluted Earnings per Share

The following is a reconciliation between the amounts used in the calculation of basic and diluted earnings per share:

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

 

 

July 30,

 

 

July 31,

 

 

July 30,

 

 

July 31,

 

(In thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic number of common shares outstanding

 

 

180,189

 

 

 

167,491

 

 

 

174,544

 

 

 

168,036

 

Dilutive effect of convertible notes

 

 

 

 

 

36,367

 

 

 

 

 

 

35,083

 

Dilutive effect of stock options and non-vested
   restricted stock

 

 

 

 

 

5,075

 

 

 

 

 

 

5,281

 

Diluted number of common shares outstanding

 

 

180,189

 

 

 

208,933

 

 

 

174,544

 

 

 

208,400

 

Anti-Dilutive Shares (1) (2)

 

 

29,221

 

 

 

130

 

 

 

38,763

 

 

 

130

 

 

(1)
For the 13 and 26 weeks ended July 30, 2022, there were 3.9 million and 1.9 million potentially dilutive equity awards, respectively, that were excluded from the diluted earnings per share calculation because the Company incurred a net loss for this period and their inclusion would be anti-dilutive.
(2)
For the 13 and 26 weeks ended July 30, 2022, there were 25.3 million and 36.8 million potentially dilutive shares from the Company’s 2025 Notes, respectively, that were excluded from the diluted earnings per share calculation because the Company incurred a net loss for this period and their inclusion would be anti-dilutive.
v3.22.2.2
Property and Equipment (Tables)
7 Months Ended
Jul. 30, 2022
Property, Plant and Equipment [Abstract]  
Property and Equipment

Property and equipment consists of the following:

 

 

 

July 30,

 

 

January 29,

 

 

July 31,

 

(In thousands)

 

2022

 

 

2022

 

 

2021

 

Property and equipment, at cost

 

$

2,603,212

 

 

$

2,480,438

 

 

$

2,330,665

 

Less: Accumulated depreciation and impairment

 

 

(1,827,243

)

 

 

(1,752,166

)

 

 

(1,689,269

)

Property and equipment, net

 

$

775,969

 

 

$

728,272

 

 

$

641,396

 

v3.22.2.2
Goodwill and Intangible Assets, net (Tables)
7 Months Ended
Jul. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Definite-lived intangible assets, net

Goodwill and definite-lived intangible assets, net consist of the following:

 

 

 

 

 

 

 

July 30,

 

 

January 29,

 

 

July 31,

 

(In thousands)

 

2022

 

 

2022

 

 

2021

 

Goodwill, gross

 

$

275,602

 

 

$

275,612

 

 

$

20,561

 

Accumulated impairment (1)

 

 

(4,196

)

 

 

(4,196

)

 

 

(4,196

)

Goodwill, net

 

$

271,406

 

 

$

271,416

 

 

$

16,365

 

 

(1)
Accumulated impairment includes $1.7 million recorded in Fiscal 2019 and $2.5 million recorded in Fiscal 2016.

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

July 30, 2022

 

 

January 29, 2022

 

 

July 31, 2021

 

Intangible assets, at cost

 

$

145,765

 

 

$

145,243

 

 

$

93,335

 

Accumulated amortization

 

 

(47,114

)

 

 

(42,542

)

 

 

(39,080

)

Intangible assets, net

 

$

98,651

 

 

$

102,701

 

 

$

54,255

 

v3.22.2.2
Long-Term Debt, Net (Tables)
6 Months Ended
Jul. 30, 2022
Debt Disclosure [Abstract]  
Components of Long-Term Debt

Our long-term debt consisted of the following:

 

(In thousands)

July 30,
2022

 

 

January 29,
2022

 

 

July 31,
2021

 

2025 Notes principal

$

69,601

 

 

$

412,025

 

 

$

412,025

 

Less: unamortized discount

 

779

 

 

 

71,023

 

 

 

80,345

 

2025 Notes, net

$

68,822

 

 

$

341,002

 

 

$

331,680

 

Credit Facility borrowings

 

307,700

 

 

 

 

 

 

 

Total long-term debt, net

$

376,522

 

 

$

341,002

 

 

$

331,680

 

 

 

 

 

 

 

 

 

 

2025 Notes - equity portion, net of tax

 

 

 

 

58,454

 

 

 

58,454

 

Schedule of Interest Expense for Notes

Interest expense for the 2025 Notes was:

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(In thousands)

July 30,
2022

 

July 31,
2021

 

 

July 30,
2022

 

July 31,
2021

 

Accrued interest for interest payments

$

2,008

 

$

3,815

 

 

$

5,914

 

$

7,749

 

Amortization of discount

 

255

 

 

4,956

 

 

 

782

 

 

9,384

 

Total interest expense

$

2,263

 

$

8,771

 

 

$

6,696

 

$

17,133

 

Schedule of Notes Conversion Amounts

The following table discloses conversion amounts if the 2025 Notes were all converted as of the end of the period:

 

(In thousands, except per share amounts)

July 30,
2022

 

Number of shares convertible

 

8,418

 

Conversion price per share

$

8.27

 

Value in excess of principal if converted

$

36,870

 

v3.22.2.2
Share-Based Compensation (Tables)
6 Months Ended
Jul. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Summary of Stock Option Activity

 

 

 

 

 

Weighted-
Average

 

 

Weighted-
Average
Remaining
Contractual

 

 

Aggregate

 

 

 

Options

 

 

Exercise Price

 

 

Term

 

 

Intrinsic Value

 

 

 

(In thousands)

 

 

 

 

 

(In years)

 

 

(In thousands)

 

Outstanding - January 29, 2022

 

 

3,647

 

 

$

16.74

 

 

 

 

 

 

 

Granted

 

 

1,094

 

 

$

17.24

 

 

 

 

 

 

 

Exercised

 

 

(80

)

 

$

8.62

 

 

 

 

 

 

 

Cancelled

 

 

(398

)

 

$

16.02

 

 

 

 

 

 

 

Outstanding - July 30, 2022

 

 

4,263

 

 

$

17.09

 

 

 

4.4

 

 

 

2,401

 

Vested and expected to vest - July 30, 2022

 

 

3,022

 

 

$

17.00

 

 

 

3.1

 

 

 

782

 

Exercisable - July 30, 2022 (1)

 

 

460

 

 

$

8.62

 

 

 

4.4

 

 

 

1,575

 

 

(1)
Options exercisable represent “in-the-money” vested options based upon the weighted-average exercise price of vested options compared to the Company’s stock price on July 30, 2022.
Black-Scholes Option Valuation Assumptions

The fair value of stock options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:

 

 

 

26 Weeks Ended

 

26 Weeks Ended

 

 

 

July 30,

 

July 31,

 

Black-Scholes Option Valuation Assumptions

 

2022

 

2021

 

Risk-free interest rate (1)

 

 

2.5

%

 

0.9

%

Dividend yield

 

 

3.8

%

 

1.6

%

Volatility factor (2)

 

 

52.2

%

 

50.7

%

Weighted-average expected term (3)

 

4.5 years

 

4.5 years

 

 

(1)
Based on the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected life of our stock options.
(2)
Based on historical volatility of the Company’s common stock.
(3)
Represents the period of time options are expected to be outstanding. The weighted average expected option terms were determined based on historical experience.
Summary of Restricted Stock Activity

A summary of the Company’s restricted stock activity is presented in the following table:

 

 

 

Time-Based Restricted
Stock Units

 

 

Performance-Based Restricted
Stock Units

 

 

 

July 30, 2022

 

 

July 30, 2022

 

(Shares in thousands)

 

Shares

 

 

Weighted-
Average
Grant Date
Fair Value

 

 

Shares

 

 

Weighted-
Average
Grant Date
Fair Value

 

Non-vested - January 29, 2022

 

 

2,702

 

 

$

16.25

 

 

 

1,462

 

 

$

20.95

 

Granted

 

 

1,578

 

 

$

16.59

 

 

 

549

 

 

$

19.16

 

Vested

 

 

(1,189

)

 

$

14.93

 

 

 

(257

)

 

$

21.28

 

Cancelled

 

 

(181

)

 

$

14.27

 

 

 

(76

)

 

$

21.16

 

Non-vested - July 30, 2022

 

 

2,910

 

 

$

17.10

 

 

 

1,678

 

 

$

20.30

 

v3.22.2.2
Segment Reporting (Tables)
6 Months Ended
Jul. 30, 2022
Segment Reporting [Abstract]  
Summary of Reportable Segment Information

Reportable segment information is presented in the following table:

 

(in thousands)

American Eagle

 

 

Aerie

 

 

Corporate and Other(1)

 

 

Total(2)

 

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

 

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

 

Capital expenditures

$

17,189

 

 

$

16,641

 

 

$

15,569

 

 

$

49,399

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

American Eagle

 

 

Aerie

 

 

Corporate and Other(1)

 

 

Total(2)

 

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

 

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

 

Capital expenditures

$

30,628

 

 

$

27,460

 

 

$

28,117

 

 

$

86,205

 

 

(1)
Corporate and Other includes revenue and operating results of the Todd Snyder brand, Unsubscribed brand, and Quiet Platforms (net of intersegment eliminations), which have been identified as separate operating segments, but are not material to disclose as separate reportable segments. Corporate operating costs represent certain costs that are not directly attributable to another reportable segment.
(2)
The difference between operating income (loss) and income before income taxes includes the following, which are not allocated to our reportable segments:

- For the 13 weeks ended July 30, 2022: debt related charges of $60.1 million; interest expense, net of $3.4 million; and other income, net of $1.8 million. For the 26 weeks ended July 30, 2022: debt related charges of $60.1 million; interest expense, net of $8.0 million; and other income, net of $6.3 million.

- For the 13 weeks ended July 31, 2021: interest expense, net of $8.9 million and other income, net of $1.4 million. For the 26 weeks ended July 31, 2021: interest expense, net of $17.4 million and other income, net of $3.2 million.

Summary of Geographical Information

The following table presents summarized geographical information:

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(In thousands)

 

July 30,
2022

 

 

July 31,
2021

 

 

July 30,
2022

 

 

July 31,
2021

 

Total net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

1,027,158

 

 

$

1,030,308

 

 

$

1,935,323

 

 

$

1,939,966

 

Foreign (1)

 

 

170,966

 

 

 

163,848

 

 

 

317,838

 

 

 

288,803

 

Total net revenue

 

$

1,198,124

 

 

$

1,194,156

 

 

$

2,253,161

 

 

$

2,228,769

 

(1)
Amounts represent sales from American Eagle and Aerie international retail stores, e-commerce sales that are billed to and/or shipped to foreign countries, and international franchise royalty revenue.
v3.22.2.2
Interim Financial Statements - Additional Information (Details)
Jul. 30, 2022
Country
Store
Accounting Policies [Abstract]  
Number of retail stores 1,000
Number of international store locations 260
Number of countries company operates in | Country 81
v3.22.2.2
Summary of Significant Accounting Policies - Additional Information (Detail)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Jan. 31, 2019
USD ($)
Jul. 30, 2022
USD ($)
Jul. 31, 2021
USD ($)
Jul. 30, 2022
USD ($)
Segment
Jul. 31, 2021
USD ($)
Jan. 29, 2022
USD ($)
Jun. 30, 2022
USD ($)
Apr. 30, 2020
USD ($)
Significant Accounting Policies [Line Items]                
Number of reportable segments | Segment       2        
Unrealized gain included in other comprehensive income   $ 298,000 $ 916,000 $ 828,000 $ 3,854,000      
Weighted average remaining useful life, assets       6 years 1 month 6 days        
Asset impairment charges   0 0 $ 0 0      
Goodwill impairment charge           $ 0    
Definite-lived impairment charges   0 0 0 0      
Revenue related to gift card breakage   2,200,000 $ 2,000,000.0 $ 4,900,000 $ 4,400,000      
Reward expiration period       60 days        
Debt related charges   60,066,000   $ 60,066,000        
Credit Card Reward Program Description       This Program features both shared and unique benefits for loyalty members and credit card holders. Under the Program, members accumulate points based on purchase activity and earn rewards by reaching certain point thresholds. Members earn rewards in the form of discount savings certificates. Rewards earned are valid through the stated expiration date, which is 60 days from the issuance date of the reward. Rewards not redeemed during the 60-day redemption period are forfeited.        
Credit Agreement | Credit Facility                
Significant Accounting Policies [Line Items]                
Loans and letters of credit maximum borrowing capacity $ 400,000,000 700,000,000   $ 700,000,000     $ 700,000,000  
Line of credit facility, expiration date Jan. 30, 2024     Jun. 24, 2027        
2025 Notes                
Significant Accounting Policies [Line Items]                
Aggregate principal amount of debt issued   69,600,000   $ 69,600,000       $ 415,000,000
Debt related charges   $ 55,700,000            
Minimum                
Significant Accounting Policies [Line Items]                
Definite-lived intangibles, useful life       10 years        
Maximum                
Significant Accounting Policies [Line Items]                
Definite-lived intangibles, useful life       15 years        
ASU 2020-06                
Significant Accounting Policies [Line Items]                
Change in accounting principle, accounting standards update, adopted   true   true        
Change in accounting principle, accounting standards update, adoption date   Jan. 30, 2022   Jan. 30, 2022        
v3.22.2.2
Summary of Significant Accounting Policies - Useful Lives of Major Classes of Assets (Detail)
6 Months Ended
Jul. 30, 2022
Buildings  
Property, Plant and Equipment, Estimated Useful Lives, Lease Terms [Line Items]  
Useful lives in asset class 25 years
Leasehold Improvements  
Property, Plant and Equipment, Estimated Useful Lives, Lease Terms [Line Items]  
Useful lives in asset class Lesser of 10 years or the term of the lease
Leasehold Improvements | Maximum  
Property, Plant and Equipment, Estimated Useful Lives, Lease Terms [Line Items]  
Useful lives in asset class 10 years
Fixtures and Equipment  
Property, Plant and Equipment, Estimated Useful Lives, Lease Terms [Line Items]  
Useful lives in asset class 5 years
Information Technology | Minimum  
Property, Plant and Equipment, Estimated Useful Lives, Lease Terms [Line Items]  
Useful lives in asset class 3 years
Information Technology | Maximum  
Property, Plant and Equipment, Estimated Useful Lives, Lease Terms [Line Items]  
Useful lives in asset class 5 years
v3.22.2.2
Summary of Significant Accounting Policies - Useful Lives of Major Classes of Assets (Parenthetical) (Detail)
6 Months Ended
Jul. 30, 2022
Maximum | Leasehold Improvements  
Property, Plant and Equipment, Estimated Useful Lives, Lease Terms [Line Items]  
Useful lives in asset class 10 years
v3.22.2.2
Cash and Cash Equivalents and Short-Term Investments - Fair Market Values for Cash and Short-term Investments (Detail) - USD ($)
$ in Thousands
Jul. 30, 2022
Jan. 29, 2022
Jul. 31, 2021
Cash and cash equivalents:      
Cash and cash equivalents $ 98,214 $ 434,770 $ 773,994
Short-term investments      
Short-term investments     50,000
Cash and cash equivalents and short-term investments 98,214 434,770 823,994
Cash      
Cash and cash equivalents:      
Cash and cash equivalents 98,111 138,758 498,211
Interest Bearing Deposits      
Cash and cash equivalents:      
Cash and cash equivalents $ 103 $ 296,012 275,783
Certificates of Deposit      
Short-term investments      
Short-term investments     $ 50,000
v3.22.2.2
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Jul. 30, 2022
Jan. 29, 2022
Jul. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Cash and cash equivalents $ 98,214 $ 434,770 $ 773,994
Fair Value Measurements, Recurring | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Cash and cash equivalents 98,214    
Fair Value Measurements, Recurring | Level 1 | Cash      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Cash and cash equivalents 98,111    
Fair Value Measurements, Recurring | Level 1 | Interest Bearing Deposits      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Cash and cash equivalents 103    
Fair Value Measurements, Recurring | Carrying Amount      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Cash and cash equivalents 98,214    
Fair Value Measurements, Recurring | Carrying Amount | Cash      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Cash and cash equivalents 98,111    
Fair Value Measurements, Recurring | Carrying Amount | Interest Bearing Deposits      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Cash and cash equivalents $ 103    
v3.22.2.2
Fair Value Measurements - Additional Information (Detail) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Apr. 30, 2020
Jul. 30, 2022
Jul. 31, 2021
Jul. 30, 2022
Jul. 31, 2021
Fair Value Measurements Disclosure [Line Items]          
Impairment charges   $ 0 $ 0 $ 0 $ 0
2025 Notes          
Fair Value Measurements Disclosure [Line Items]          
Aggregate principal amount $ 415,000,000 69,600,000   $ 69,600,000  
Debt instrument, maturity year 2025     2025  
Revolving Credit Facility          
Fair Value Measurements Disclosure [Line Items]          
Outstanding borrowings   $ 307,700,000 $ 0 $ 307,700,000 $ 0
v3.22.2.2
Earnings per Share - Reconciliation Between Basic and Diluted Earnings per Share (Detail) - shares
shares in Thousands
3 Months Ended 6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Jul. 30, 2022
Jul. 31, 2021
Weighted average common shares outstanding:        
Basic number of common shares outstanding 180,189 167,491 174,544 168,036
Dilutive effect of convertible notes   36,367   35,083
Dilutive effect of stock options and non-vested restricted stock   5,075   5,281
Diluted number of common shares outstanding 180,189 208,933 174,544 208,400
Anti-Dilutive Shares [1],[2] 29,221 130 38,763 130
[1] For the 13 and 26 weeks ended July 30, 2022, there were 25.3 million and 36.8 million potentially dilutive shares from the Company’s 2025 Notes, respectively, that were excluded from the diluted earnings per share calculation because the Company incurred a net loss for this period and their inclusion would be anti-dilutive.
[2] For the 13 and 26 weeks ended July 30, 2022, there were 3.9 million and 1.9 million potentially dilutive equity awards, respectively, that were excluded from the diluted earnings per share calculation because the Company incurred a net loss for this period and their inclusion would be anti-dilutive.
v3.22.2.2
Earnings per Share - Reconciliation Between Basic and Diluted Earnings per Share (Parenthetical) (Detail) - shares
shares in Thousands
3 Months Ended 6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Jul. 30, 2022
Jul. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Awards excluded from diluted earnings per share calculation [1],[2] 29,221 130 38,763 130
Equity Awards        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Awards excluded from diluted earnings per share calculation 3,900   1,900  
2025 Notes        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Awards excluded from diluted earnings per share calculation 25,300   36,800  
[1] For the 13 and 26 weeks ended July 30, 2022, there were 25.3 million and 36.8 million potentially dilutive shares from the Company’s 2025 Notes, respectively, that were excluded from the diluted earnings per share calculation because the Company incurred a net loss for this period and their inclusion would be anti-dilutive.
[2] For the 13 and 26 weeks ended July 30, 2022, there were 3.9 million and 1.9 million potentially dilutive equity awards, respectively, that were excluded from the diluted earnings per share calculation because the Company incurred a net loss for this period and their inclusion would be anti-dilutive.
v3.22.2.2
Earnings per Share - Additional Information (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
Jul. 28, 2022
Jun. 03, 2022
Jul. 30, 2022
Jan. 29, 2022
Jul. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]          
Cumulative treasury stock, shares     62,254 80,867 81,112
Cumulative aggregate cost of treasury stock     $ 970,536 $ 1,378,106 $ 1,379,025
ASR Agreement | JPM          
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]          
Payments for accelerated share repurchase   $ 200,000      
Cumulative treasury stock, shares 17,000        
Number of shares repurchased 3,700 13,400      
Shares repurchased price per share $ 11.75        
v3.22.2.2
Property and Equipment (Detail) - USD ($)
$ in Thousands
Jul. 30, 2022
Jan. 29, 2022
Jul. 31, 2021
Property, Plant and Equipment [Abstract]      
Property and equipment, at cost $ 2,603,212 $ 2,480,438 $ 2,330,665
Less: Accumulated depreciation and impairment (1,827,243) (1,752,166) (1,689,269)
Property and equipment, net $ 775,969 $ 728,272 $ 641,396
v3.22.2.2
Goodwill and Intangible Assets, net - Summary of Goodwill and Definite-lived Intangible Assets, Net (Detail) - USD ($)
$ in Thousands
Jul. 30, 2022
Jan. 29, 2022
Jul. 31, 2021
Intangible Assets, Net (Including Goodwill) [Abstract]      
Goodwill, Gross $ 275,602 $ 275,612 $ 20,561
Accumulated impairment [1] (4,196) (4,196) (4,196)
Goodwill, net 271,406 271,416 16,365
Intangible assets, at cost 145,765 145,243 93,335
Accumulated amortization (47,114) (42,542) (39,080)
Intangible assets, net $ 98,651 $ 102,701 $ 54,255
[1] Accumulated impairment includes $1.7 million recorded in Fiscal 2019 and $2.5 million recorded in Fiscal 2016.
v3.22.2.2
Goodwill and Intangible Assets, net - Summary of Goodwill and Definite-lived Intangible Assets, Net, (Parenthetical) (Detail) - USD ($)
$ in Millions
12 Months Ended
Feb. 01, 2020
Jan. 28, 2017
Intangible Assets, Net (Including Goodwill) [Abstract]    
Accumulated impairment $ 1.7 $ 2.5
v3.22.2.2
Long-Term Debt, Net - Components of Long-Term Debt (Detail) - USD ($)
$ in Thousands
Jul. 30, 2022
Jan. 29, 2022
Jul. 31, 2021
Debt Instrument [Line Items]      
Total long-term debt, net $ 376,522 $ 341,002 $ 331,680
2025 Notes - equity portion, net of tax   58,454 58,454
Revolving Credit Facility      
Debt Instrument [Line Items]      
Credit facility borrowings 307,700   0
Credit Facility      
Debt Instrument [Line Items]      
Credit facility borrowings 307,700    
2025 Notes      
Debt Instrument [Line Items]      
2025 Notes principal 69,601 412,025 412,025
Less: unamortized discount 779 71,023 80,345
2025 Notes, net $ 68,822 $ 341,002 $ 331,680
v3.22.2.2
Long-Term Debt, Net - Additional Information (Detail)
1 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2022
USD ($)
shares
Apr. 30, 2020
USD ($)
TradingDay
$ / shares
shares
Jan. 31, 2019
USD ($)
Jul. 30, 2022
USD ($)
$ / shares
shares
Jul. 30, 2022
USD ($)
$ / shares
shares
Jul. 31, 2021
USD ($)
Line Of Credit Facility [Line Items]            
Debt instrument, conversion price per share | $ / shares   $ 8.27        
Credit Facility            
Line Of Credit Facility [Line Items]            
Weighted average interest rate for borrowings       2.70%    
Outstanding borrowings       $ 307,700,000 $ 307,700,000  
Interest expense       1,000,000.0 $ 1,000,000.0  
SOFR | Credit Facility            
Line Of Credit Facility [Line Items]            
Credit facility interest rate         0.10  
SOFR | Minimum | Credit Facility            
Line Of Credit Facility [Line Items]            
Accrued interest margin rate         1.125%  
SOFR | Maximum | Credit Facility            
Line Of Credit Facility [Line Items]            
Accrued interest margin rate         1.375%  
Alternate Base Rate | Minimum | Credit Facility            
Line Of Credit Facility [Line Items]            
Accrued interest margin rate         0.125%  
Alternate Base Rate | Maximum | Credit Facility            
Line Of Credit Facility [Line Items]            
Accrued interest margin rate         0.375%  
Credit Agreement | Credit Facility            
Line Of Credit Facility [Line Items]            
Loans and letters of credit maximum borrowing capacity $ 700,000,000   $ 400,000,000 700,000,000 $ 700,000,000  
Line of credit facility, expiration date     Jan. 30, 2024   Jun. 24, 2027  
Credit Agreement | Stand-by Letters of Credit            
Line Of Credit Facility [Line Items]            
Letters of credit outstanding amount       7,900,000 $ 7,900,000  
Credit Agreement | Credit Agreement Loans            
Line Of Credit Facility [Line Items]            
Outstanding borrowings       $ 307,700,000 $ 307,700,000 $ 0
Common Stock            
Line Of Credit Facility [Line Items]            
Number of common stock issued to noteholders | shares       34,679,000 34,679,000  
2025 Notes            
Line Of Credit Facility [Line Items]            
Aggregate principal amount of debt issued   $ 415,000,000   $ 69,600,000 $ 69,600,000  
Debt instrument, stated interest rate   3.75%        
Debt instrument, maturity year   2025     2025  
Debt instrument, interest terms   The 2025 Notes have a stated interest rate of 3.75%, payable semi-annually.        
Debt instrument, frequency of periodic payment of interest   payable semi-annually        
Debt instrument, redemption period beginning date   Apr. 17, 2023        
Debt instrument, redemption earliest date   Apr. 17, 2023        
Debt instrument, redemption, scheduled trading day immediately preceding maturity date | TradingDay   40        
Debt instrument, redemption percentage of common stock price to conversion price   130.00%        
Debt instrument, redemption, effect for trading days | TradingDay   20        
Debt instrument, redemption, consecutive trading day period | TradingDay   30        
Debt instrument, conversion period beginning month and year   2025-01        
Debt conversion, original debt, principal amount converted   $ 1,000        
Debt instrument, conversion price per share | $ / shares       $ 8.27 $ 8.27  
Debt instrument, effective interest rate       4.30% 4.30%  
Debt instrument, remaining amortization period of discount         2 years 9 months  
Pre-tax inducement charge       $ 55,700,000    
Cash paid to noteholders 136,100,000          
Carrying value of notes 339,200,000          
Convertible notes remaining outstanding       $ 69,600,000 $ 69,600,000  
Notes exchange aggregate principal amount $ 342,400          
2025 Notes | Common Stock            
Line Of Credit Facility [Line Items]            
Debt conversion, converted instruments, shares issued | shares   120.9        
Number of common stock issued to noteholders | shares 34,700,000          
v3.22.2.2
Long-Term Debt, Net - Schedule of Interest Expense for Notes (Detail) - 2025 Notes - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Jul. 30, 2022
Jul. 31, 2021
Debt Instrument [Line Items]        
Accrued interest for interest payments $ 2,008 $ 3,815 $ 5,914 $ 7,749
Amortization of discount 255 4,956 782 9,384
Total interest expense $ 2,263 $ 8,771 $ 6,696 $ 17,133
v3.22.2.2
Long-Term Debt, Net - Schedule of Notes Conversion Amounts (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
6 Months Ended
Jul. 30, 2022
Apr. 30, 2020
Debt Instrument [Line Items]    
Conversion price per share   $ 8.27
2025 Notes    
Debt Instrument [Line Items]    
Number of shares convertible 8,418  
Conversion price per share $ 8.27  
Value in excess of principal if converted $ 36,870  
v3.22.2.2
Share-Based Compensation - Additional Information (Detail) - USD ($)
$ in Thousands, shares in Millions
3 Months Ended 6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Jul. 30, 2022
Jul. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation $ 8,600 $ 9,000 $ 22,946 $ 21,570
Share-based compensation, net of tax $ 7,700 $ 6,800 20,400 16,400
Net proceeds from stock options exercised     1,369 13,065
Tax benefit realized from stock option exercises     $ 400 $ 4,100
Shares available for all equity grants 4.5   4.5  
Performance-Based Restricted Stock Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period     3 years  
Unrecognized compensation expense, restricted stock grants $ 11,400   $ 11,400  
Performance-Based Restricted Stock Units | Minimum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized compensation expense, weighted average period     1 year  
Performance-Based Restricted Stock Units | Maximum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized compensation expense, weighted average period     3 years  
Employee Stock Option        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized compensation expense 9,600   $ 9,600  
Unrecognized compensation expense, weighted average period     2 years 2 months 12 days  
Time Based Restricted Stock Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period     3 years  
Unrecognized compensation expense, weighted average period     2 years 2 months 12 days  
Unrecognized compensation expense, restricted stock grants $ 38,400   $ 38,400  
v3.22.2.2
Share-Based Compensation - Summary of Stock Option Activity (Detail)
$ / shares in Units, shares in Thousands, $ in Thousands
6 Months Ended
Jul. 30, 2022
USD ($)
$ / shares
shares
Options  
Outstanding - beginning of period | shares 3,647
Granted | shares 1,094
Exercised | shares (80)
Cancelled | shares (398)
Outstanding - end of period | shares 4,263
Vested and expected to vest - end of period | shares 3,022
Exercisable - end of period | shares 460 [1]
Weighted-Average Exercise Price  
Outstanding - beginning of period | $ / shares $ 16.74
Granted | $ / shares 17.24
Exercised | $ / shares 8.62
Cancelled | $ / shares 16.02
Outstanding - end of period | $ / shares 17.09
Vested and expected to vest - end of period | $ / shares 17.00
Exercisable - end of period | $ / shares $ 8.62 [1]
Weighted-Average Remaining Contractual Term (In years)  
Outstanding - end of period 4 years 4 months 24 days
Vested and expected to vest - end of period 3 years 1 month 6 days
Exercisable - end of period 4 years 4 months 24 days [1]
Aggregate Intrinsic Value  
Outstanding - end of period | $ $ 2,401
Vested and expected to vest - end of period | $ 782
Exercisable - end of period | $ $ 1,575 [1]
[1] Options exercisable represent “in-the-money” vested options based upon the weighted-average exercise price of vested options compared to the Company’s stock price on July 30, 2022.
v3.22.2.2
Share-Based Compensation - Black-Scholes Option Valuation Assumptions (Detail)
6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Risk-free interest rate [1] 2.50% 0.90%
Dividend yield 3.80% 1.60%
Volatility factor [2] 52.20% 50.70%
Weighted-average expected term [3] 4 years 6 months 4 years 6 months
[1] Based on the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected life of our stock options.
[2] Based on historical volatility of the Company’s common stock.
[3] Represents the period of time options are expected to be outstanding. The weighted average expected option terms were determined based on historical experience.
v3.22.2.2
Share-Based Compensation - Summary of Restricted Stock Activity (Detail)
shares in Thousands
6 Months Ended
Jul. 30, 2022
$ / shares
shares
Time Based Restricted Stock Units  
Shares  
Nonvested - beginning of period | shares 2,702
Granted | shares 1,578
Vested | shares (1,189)
Cancelled | shares (181)
Nonvested - end of period | shares 2,910
Weighted-Average Grant Date Fair Value  
Nonvested - beginning of period | $ / shares $ 16.25
Granted | $ / shares 16.59
Vested | $ / shares 14.93
Cancelled | $ / shares 14.27
Nonvested - end of period | $ / shares $ 17.10
Performance-Based Restricted Stock Units  
Shares  
Nonvested - beginning of period | shares 1,462
Granted | shares 549
Vested | shares (257)
Cancelled | shares (76)
Nonvested - end of period | shares 1,678
Weighted-Average Grant Date Fair Value  
Nonvested - beginning of period | $ / shares $ 20.95
Granted | $ / shares 19.16
Vested | $ / shares 21.28
Cancelled | $ / shares 21.16
Nonvested - end of period | $ / shares $ 20.30
v3.22.2.2
Income Taxes - Additional Information (Detail) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Jul. 30, 2022
Jul. 31, 2021
Income Tax Disclosure [Abstract]        
Reasonably possible amount of reduction in unrecognized tax benefit over the next twelve months $ 0.8   $ 0.8  
Effective income tax benefit rate 10.90% 24.30% 82.50% 24.50%
v3.22.2.2
Segment Reporting - Additional Information (Detail)
6 Months Ended
Jul. 30, 2022
Segment
Segment Reporting Information [Line Items]  
Number of operating segments 2
Number of reportable segments 2
v3.22.2.2
Segment Reporting - Summary of Reportable Segment Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Jul. 30, 2022
Jul. 31, 2021
Segment Reporting Information [Line Items]        
Total net revenue [1] $ 1,198,124 $ 1,194,156 $ 2,253,161 $ 2,228,769
Operating income (Ioss) [1] 14,014 167,996 55,916 301,424
Capital expenditures [1] 69,464 49,399 127,858 86,205
Operating Segments | American Eagle        
Segment Reporting Information [Line Items]        
Total net revenue 777,828 845,882 1,463,407 1,573,584
Operating income (Ioss) 109,110 198,896 213,015 350,128
Capital expenditures 18,754 17,189 34,524 30,628
Operating Segments | Aerie        
Segment Reporting Information [Line Items]        
Total net revenue 371,683 335,795 693,395 633,282
Operating income (Ioss) 11,830 70,646 54,903 140,624
Capital expenditures 30,244 16,641 61,259 27,460
Corporate and Other, Non-Segment        
Segment Reporting Information [Line Items]        
Total net revenue [2] 48,613 12,479 96,359 21,903
Operating income (Ioss) [2] (106,926) (101,546) (212,002) (189,328)
Capital expenditures [2] $ 20,466 $ 15,569 $ 32,075 $ 28,117
[1] The difference between operating income (loss) and income before income taxes includes the following, which are not allocated to our reportable segments:

- For the 13 weeks ended July 30, 2022: debt related charges of $60.1 million; interest expense, net of $3.4 million; and other income, net of $1.8 million. For the 26 weeks ended July 30, 2022: debt related charges of $60.1 million; interest expense, net of $8.0 million; and other income, net of $6.3 million.

- For the 13 weeks ended July 31, 2021: interest expense, net of $8.9 million and other income, net of $1.4 million. For the 26 weeks ended July 31, 2021: interest expense, net of $17.4 million and other income, net of $3.2 million.

[2] Corporate and Other includes revenue and operating results of the Todd Snyder brand, Unsubscribed brand, and Quiet Platforms (net of intersegment eliminations), which have been identified as separate operating segments, but are not material to disclose as separate reportable segments. Corporate operating costs represent certain costs that are not directly attributable to another reportable segment.
v3.22.2.2
Segment Reporting - Summary of Reportable Segment Information (Parenthetical) (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Jul. 30, 2022
Jul. 31, 2021
Segment Reporting [Abstract]        
Debt related charges $ 60,100   $ 60,100  
Interest expense, net 3,421 $ 8,921 8,009 $ 17,426
Other income, net $ 1,839 $ 1,363 $ 6,283 $ 3,223
v3.22.2.2
Segment Reporting - Summary of Geographical Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Jul. 30, 2022
Jul. 31, 2021
Revenues From External Customers And Long Lived Assets [Line Items]        
Total net revenue [1] $ 1,198,124 $ 1,194,156 $ 2,253,161 $ 2,228,769
United States        
Revenues From External Customers And Long Lived Assets [Line Items]        
Total net revenue 1,027,158 1,030,308 1,935,323 1,939,966
Foreign        
Revenues From External Customers And Long Lived Assets [Line Items]        
Total net revenue [2] $ 170,966 $ 163,848 $ 317,838 $ 288,803
[1] The difference between operating income (loss) and income before income taxes includes the following, which are not allocated to our reportable segments:

- For the 13 weeks ended July 30, 2022: debt related charges of $60.1 million; interest expense, net of $3.4 million; and other income, net of $1.8 million. For the 26 weeks ended July 30, 2022: debt related charges of $60.1 million; interest expense, net of $8.0 million; and other income, net of $6.3 million.

- For the 13 weeks ended July 31, 2021: interest expense, net of $8.9 million and other income, net of $1.4 million. For the 26 weeks ended July 31, 2021: interest expense, net of $17.4 million and other income, net of $3.2 million.

[2] Amounts represent sales from American Eagle and Aerie international retail stores, e-commerce sales that are billed to and/or shipped to foreign countries, and international franchise royalty revenue.
v3.22.2.2
Impairment and Restructuring Charges - Summary of Impairment and Restructuring Charges (Detail) - USD ($)
3 Months Ended 6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Jul. 30, 2022
Jul. 31, 2021
Restructuring and Related Activities [Abstract]        
Impairment charges $ 0 $ 0 $ 0 $ 0
v3.22.2.2
Impairment and Restructuring Charges - Summary of Impairment and Restructuring Charges (Parenthetical) (Detail) - USD ($)
3 Months Ended 6 Months Ended
Jul. 30, 2022
Jul. 31, 2021
Jul. 30, 2022
Jul. 31, 2021
Restructuring Cost and Reserve [Line Items]        
Asset Impairment Charges $ 0 $ 0 $ 0 $ 0