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Item 5. Market for Registrant’s Common Equity

2021-03-29 compared with 2020-03-31 · 31 added, 61 removed, 19 unchanged (83% of the section changed)

1 unchanged sentence

A&F’s Class A Common Stock (“Common Stock”) is traded on the New York Stock Exchange under the symbol “ANF.”

The following graph shows the changes, over the five-year period ended February 1, 2020 (the last day of A&F’s Fiscal 2019 ) in the value of $100 invested in (i) shares of A&F’s Common Stock;

The following graph shows the changes, over the five-year period ended January 30, 2021 (the last day of A&F’s Fiscal 2020) in the value of $100 invested in (i) shares of A&F’s Common Stock;

(ii) Standard & Poor’s 500 Stock Index (the “S&P 500”);

2 unchanged sentences

PERFORMANCE GRAPH (1)

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Abercrombie & Fitch Co., the S&P 500 Index and the S&P Apparel Retail Index

1/30/16 1/28/17 2/3/18 2/2/19 2/1/20 1/30//21

Abercrombie & Fitch Co.

$ 100.00 $ 45.14 $ 86.61 $ 93.47 $ 74.87 $ 107.38

S&P 500 $ 100.00 $ 120.04 $ 151.74 $ 148.23 $ 180.37 $ 211.48

S&P Apparel Retail $ 100.00 $ 100.84 $ 109.74 $ 121.77 $ 139.98 $ 152.76

$100 invested on 1/31/15 in stock or index, including reinvestment of dividends.

* $100 invested on 1/30/16 in stock or 1/31/16 in index, including reinvestment of dividends.

Indexes calculated on month-end basis.

3 unchanged sentences

As of March 24, 2021, there were approximately 2,700 stockholders of record.

However, when including investors holding shares of Common Stock in broker accounts under street name, A&F estimates that there are approximately 24,300 stockholders.

However, when including investors holding shares of Common Stock in broker accounts under street name, A&F estimates that there were approximately 23,600 stockholders.

There were no sales of equity securities during Fiscal 2020 that were not registered under the Securities Act.

The following table provides information regarding the purchase of shares of the Common Stock of A&F made by or on behalf of A&F or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Exchange Act during each fiscal month of the thirteen weeks ended February 1, 2020 :

Period (fiscal month)

Total number of shares purchased (1)

Average price paid per Share

Total number of shares purchased as part of publicly announced plans or programs (2)

Period (fiscal month) Total number of shares purchased (1)

Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (2)

Maximum number of shares that may yet be purchased under the plans or programs (3)

November 1, 2020 through November 28, 2020 2,720 $ 19.08 — 3,218,058

December 1, 2019 through January 4, 2020

January 5, 2020 through February 1, 2020

An aggregate of 10,880 shares of A&F’s Common Stock purchased during the thirteen weeks ended February 1, 2020 were withheld for tax payments due upon the vesting of employee restricted stock units.

There were no shares of A&F’s Common Stock repurchased during the thirteen weeks ended February 1, 2020 pursuant to A&F’s publicly announced stock repurchase authorization.

November 29, 2020 through January 2, 2021 3,351 $ 20.42 — 3,218,058

January 3, 2021 through January 30, 2021 297 $ 17.91 — 3,218,058

Total 6,368 $ 19.73 — 3,218,058

(1) All 6,368 shares of A&F’s Common Stock purchased during the thirteen weeks ended January 30, 2021 were withheld for tax payments due upon the vesting of employee restricted stock units.

(2) There were no shares of A&F’s Common Stock repurchased during the thirteen weeks ended January 30, 2021 pursuant to A&F’s publicly announced stock repurchase authorization then in effect.

On June 12, 2019, A&F’s Board of Directors authorized the repurchase of 5.0 million shares of A&F’s Common Stock, which was announced on June 12, 2019.

The number shown represents, as of the end of each period, the maximum number of shares of Common Stock that may yet be purchased under A&F’s publicly announced stock repurchase authorization described in footnote 2 above.

The shares may be purchased from time-to-time, depending on business market conditions.

As of January 30, 2021, the Company had the authority to repurchase approximately 3.2 million shares under the previously approved June 12, 2019 share repurchase authorization.

As announced on March 2, 2021, at a meeting of A&F’s Board of Directors held on February 19, 2021, A&F’s Board of Directors authorized the repurchase of 10.0 million shares of the Company’s Common Stock.

This authorization replaced the June 12, 2019 share repurchase authorization (which was terminated), bringing the total number of shares of Common Stock that the Company was authorized to repurchase as of February 19, 2021 to 10.0 million shares.

(3) The number shown represents, as of the end of each period, the maximum number of shares of Common Stock that may yet be purchased under A&F’s publicly announced June 12, 2019 stock repurchase authorization then in effect as described in footnote 2 above.

In Fiscal 2020, the Company announced that it had temporarily suspended its share repurchase program in order to preserve liquidity and maintain financial flexibility in light of the circumstances surrounding COVID-19.

The Company announced on March 2, 2021 that it plans to resume share repurchase activity beginning on or after March 4, 2021.

The timing and amount of any future share repurchases will depend on various factors, including market and business conditions.

Dividends are declared at the discretion of A&F’s Board of Directors.

A quarterly dividend, of $0.20 per share outstanding, was declared in February for Fiscal 2020 and in each of February, May, August and November in Fiscal 2019.

Dividends were paid in March for Fiscal 2020, and in each of March, June, September and December in Fiscal 2019.

In order to preserve liquidity and maintain financial flexibility in light of COVID-19, in May 2020, the Company announced that it had temporarily suspended its dividend program.

The Company’s dividend program remains suspended.

The Company may in the future review its dividend program to determine, in light of facts and circumstances at that time, whether and when to reinstate.

A&F’s Board of Directors reviews and establishes a dividend amount, if any, based on A&F’s financial condition, results of operations, capital requirements, current and projected cash flows, business prospects and other factors, including the potential severity of impacts to the business resulting from COVID-19 and any restrictions under the Company’s agreements related to the Senior Secured Notes and the ABL Facility.

There can be no assurance that the Company will pay dividends in the future or, if dividends are paid, that they will be in amounts similar to past dividends.

Selected Financial Data

The following financial information is derived from our Consolidated Financial Statements.

The information presented below should be read in conjunction with “ ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ” of this Annual Report on Form 10-K and the Company’s Consolidated Financial Statements and notes thereto included in “ ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ” of this Annual Report on Form 10-K.

(in thousands, except per share and per square foot amounts, return on average stockholders ’ equity, comparable sales, ratios and store data)

Fiscal 2019 (1)

Fiscal 2017 (2)

Statements of operations data

Change in net sales

Comparable sales (3)

Gross profit (4)

Gross profit as a percentage of sales (4)

Operating income

Net income attributable to A&F

Net income per basic share attributable to A&F

Net income per diluted share attributable to A&F

Basic weighted-average shares outstanding

Diluted weighted-average shares outstanding

Balance sheet data

Working capital (5)

Current ratio (6)

Cash and equivalents

Borrowings, net

Total long-term liabilities

Total stockholders’ equity

Other financial and operating data

Net cash provided by operating activities

Net cash used for investing activities

Net cash used for financing activities

Depreciation and amortization

Purchases of property and equipment

Free cash flow (7)

Cash dividends declared per share

Number of stores at end of period

Gross store square footage at end of period

Net store sales per average gross square foot

The Company adopted the new lease accounting standard in the first quarter of Fiscal 2019 using a modified retrospective transition method and elected the option to not restate comparative period financial statements, which could impact year-over-year comparisons within the table above.

See Note 2 , “ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent accounting pronouncements ,” for further discussion.

Fiscal 2017 was a fifty-three-week year.

Comparable sales are calculated on a constant currency basis and exclude revenue other than store and digital sales.

Refer to the discussion below in “ NON-GAAP FINANCIAL MEASURES ” in “ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of this Annual Report on Form 10-K for further details on the comparable sales calculation.

Gross profit is derived from cost of sales, exclusive of depreciation and amortization.

Working capital is computed by subtracting current liabilities from current assets.

Current ratio is computed by dividing current assets by current liabilities.

Free cash flow is computed by subtracting capital expenditures from net cash provided by operating activities, both of which are disclosed in the table above, preceding the measure of free cash flow.

Information for Item 6, Selected Financial Data is no longer required as the Company has adopted certain provisions within the SEC amendments to Regulation S-K that eliminate Item 301.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity