ABERCROMBIE & FITCH CO /DE/ 10-Q

Item 1. Financial Statements (Unaudited) Abercrombie & Fitch Co. Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Thousands, except per share amounts) (Unaudited) Thirteen Weeks Ended April 30, 2022 May 1, 2021 Net sales $ 812,762 $ 781,405 Cost of sales, exclusive of depreciation and amortization 363,216 286,271 Gross profit 449,546 495,134 Stores and distribution expense 337,543 315,508 Marketing, general and administrative expense 122,149 120,947 Asset impairment 3,422 2,664 Other operating income, net ( 3,842 ) ( 1,418 ) Operating (loss) income ( 9,726 ) 57,433 Interest expense, net 7,307 8,606 (Loss) income before income taxes ( 17,033 ) 48,827 Income tax (benefit) expense ( 2,187 ) 6,121 Net (loss) income ( 14,846 ) 42,706 Less: Net income attributable to noncontrolling interests 1,623 938 Net (loss) income attributable to A&F $ ( 16,469 ) $ 41,768 Net (loss) income attributable to A&F per share Basic $ ( 0.32 ) $ 0.67 Diluted $ ( 0.32 ) $ 0.64 Weighted-average shares outstanding Basic 52,077 62,380 Diluted 52,077 65,305 Other comprehensive (loss) income Foreign currency translation adjustments, net of tax $ ( 10,403 ) $ ( 1,274 ) Derivative financial instruments, net of tax 1,712 2,599 Other comprehensive (loss) income ( 8,691 ) 1,325 Comprehensive (loss) income ( 23,537 ) 44,031 Less: Comprehensive income attributable to noncontrolling interests 1,623 938 Comprehensive (loss) income attributable to A&F $ ( 25,160 ) $ 43,093 The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. Abercrombie & Fitch Co. 3 2022 1Q Form 10-Q Table of Contents Abercrombie & Fitch Co. Condensed Consolidated Balance Sheets (Thousands, except par value amounts) (Unaudited) April 30, 2022 January 29, 2022 Assets Current assets: Cash and equivalents $ 468,378 $ 823,139 Receivables 88,807 69,102 Inventories 562,510 525,864 Other current assets 93,179 89,654 Total current assets 1,212,874 1,507,759 Property and equipment, net 497,976 508,336 Operating lease right-of-use assets 671,991 698,231 Other assets 224,462 225,165 Total assets $ 2,607,303 $ 2,939,491 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 311,352 $ 374,829 Accrued expenses 320,681 395,815 Short-term portion of operating lease liabilities 195,599 222,823 Income taxes payable 25,400 21,773 Total current liabilities 853,032 1,015,240 Long-term liabilities: Long-term portion of operating lease liabilities 662,322 697,264 Long-term borrowings, net 303,901 303,574 Other liabilities 83,243 86,089 Total long-term liabilities 1,049,466 1,086,927 Stockholders’ equity Class A Common Stock: $ 0.01 par value: 150,000 shares authorized and 103,300 shares issued for all periods presented 1,033 1,033 Paid-in capital 398,412 413,190 Retained earnings 2,350,807 2,386,156 Accumulated other comprehensive loss, net of tax (“AOCL”) ( 123,397 ) ( 114,706 ) Treasury stock, at average cost: 52,858 and 50,315 shares as of April 30, 2022 and January 29, 2022, respectively ( 1,931,494 ) ( 1,859,583 ) Total Abercrombie & Fitch Co. stockholders’ equity 695,361 826,090 Noncontrolling interests 9,444 11,234 Total stockholders’ equity 704,805 837,324 Total liabilities and stockholders’ equity $ 2,607,303 $ 2,939,491 The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. Abercrombie & Fitch Co. 4 2022 1Q Form 10-Q Table of Contents Abercrombie & Fitch Co. Condensed Consolidated Statements of Stockholders’ Equity (Thousands, except per share amounts) (Unaudited) Thirteen Weeks Ended April 30, 2022 Common Stock Paid-in capital Non-controlling interests Retained earnings AOCL Treasury stock Total stockholders’ equity Shares outstanding Par value Shares At average cost Balance, January 29, 2022 52,985 $ 1,033 $ 413,190 $ 11,234 $ 2,386,156 $ ( 114,706 ) 50,315 $ ( 1,859,583 ) $ 837,324 Net loss — — — 1,623 ( 16,469 ) — — — ( 14,846 ) Purchase of Common Stock ( 3,260 ) — — — — — 3,260 ( 100,000 ) ( 100,000 ) Share-based compensation issuances and exercises 717 — ( 23,134 ) — ( 18,880 ) — ( 717 ) 28,089 ( 13,925 ) Share-based compensation expense — — 8,356 — — — — — 8,356 Derivative financial instruments, net of tax — — — — — 1,712 — — 1,712 Foreign currency translation adjustments, net of tax — — — — — ( 10,403 ) — — ( 10,403 ) Distributions to noncontrolling interests, net — — — ( 3,413 ) — — — — ( 3,413 ) Ending balance at April 30, 2022 50,442 $ 1,033 $ 398,412 $ 9,444 $ 2,350,807 $ ( 123,397 ) 52,858 $ ( 1,931,494 ) $ 704,805 Thirteen Weeks Ended May 1, 2021 Common Stock Paid-in capital Non-controlling interests Retained earnings AOCL Treasury stock Total stockholders’ equity Shares outstanding Par value Shares At average cost Balance, January 30, 2021 62,399 $ 1,033 $ 401,283 $ 12,684 $ 2,149,470 $ ( 102,307 ) 40,901 $ ( 1,512,851 ) $ 949,312 Net income — — — 938 41,768 — — — 42,706 Purchase of Common Stock ( 1,077 ) — — — 1,077 ( 35,249 ) ( 35,249 ) Share-based compensation issuances and exercises 613 — ( 14,456 ) — ( 21,490 ) — ( 613 ) 24,198 ( 11,748 ) Share-based compensation expense — — 8,450 — — — — — 8,450 Derivative financial instruments, net of tax — — — — — 2,599 — — 2,599 Foreign currency translation adjustments, net of tax — — — — — ( 1,274 ) — — ( 1,274 ) Distributions to noncontrolling interests, net — — — ( 4,846 ) — — — — ( 4,846 ) Ending balance at May 1, 2021 61,935 $ 1,033 $ 395,277 $ 8,776 $ 2,169,748 $ ( 100,982 ) 41,365 $ ( 1,523,902 ) $ 949,950 The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. Abercrombie & Fitch Co. 5 2022 1Q Form 10-Q Table of Contents Abercrombie & Fitch Co. Condensed Consolidated Statements of Cash Flows (Thousands) (Unaudited) Thirteen Weeks Ended April 30, 2022 May 1, 2021 Operating activities Net (loss) income $ ( 14,846 ) $ 42,706 Adjustments to reconcile net (loss) income to net cash used for operating activities: Depreciation and amortization 33,888 37,856 Asset impairment 3,422 2,664 (Gain) loss on disposal ( 2,798 ) 189 (Benefit) provision for deferred income taxes ( 5,853 ) 4,231 Share-based compensation 8,356 8,450 Changes in assets and liabilities: Inventories ( 38,475 ) 15,186 Accounts payable and accrued expenses ( 138,774 ) ( 133,506 ) Operating lease right-of-use assets and liabilities ( 32,127 ) ( 76,379 ) Income taxes 2,664 1,751 Other assets ( 33,475 ) ( 34,162 ) Other liabilities 231 ( 336 ) Net cash used for operating activities ( 217,787 ) ( 131,350 ) Investing activities Purchases of property and equipment ( 26,292 ) ( 14,404 ) Proceeds from the sale of property and equipment 7,751 — Net cash used for investing activities ( 18,541 ) ( 14,404 ) Financing activities Payment of debt issuance or modification costs and fees — ( 1,490 ) Purchases of Common Stock ( 100,000 ) ( 35,249 ) Other financing activities ( 16,945 ) ( 16,452 ) Net cash used for financing activities ( 116,945 ) ( 53,191 ) Effect of foreign currency exchange rates on cash ( 2,617 ) ( 1,021 ) Net decrease in cash and equivalents, and restricted cash and equivalents ( 355,890 ) ( 199,966 ) Cash and equivalents, and restricted cash and equivalents, beginning of period 834,368 1,124,157 Cash and equivalents, and restricted cash and equivalents, end of period $ 478,478 $ 924,191 Supplemental information related to non-cash activities Purchases of property and equipment not yet paid at end of period $ 33,035 $ 22,597 Operating lease right-of-use assets additions, net of terminations, impairments and other reductions 35,521 4,856 Supplemental information related to cash activities Cash paid for interest — 676 Cash paid for income taxes 2,887 1,848 Cash received from income tax refunds 114 235 Cash paid for amounts included in measurement of operating lease liabilities, net of abatements 88,322 145,052 The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. Abercrombie & Fitch Co. 6 2022 1Q Form 10-Q Table of Contents Abercrombie & Fitch Co. Index for Notes to Condensed Consolidated Financial Statements (Unaudited) Page No. Note 1. NATURE OF BUSINESS 8 Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 8 Note 3. REVENUE RECOGNITION 9 Note 4. NET (LOSS) INCOME PER SHARE 10 Note 5. FAIR VALUE 10 Note 6. PROPERTY AND EQUIPMENT, NET 11 Note 7. LEASES 11 Note 8. ASSET IMPAIRMENT 12 Note 9. INCOME TAXES 12 Note 10. BORROWINGS 12 Note 11. SHARE-BASED COMPENSATION 13 Note 12. DERIVATIVE INSTRUMENTS 15 Note 13. ACCUMULATED OTHER COMPREHENSIVE LOSS 17 Note 14. SEGMENT REPORTING 17 Abercrombie & Fitch Co. 7 2022 1Q Form 10-Q Table of Contents Abercrombie & Fitch Co. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. NATURE OF BUSINESS Abercrombie & Fitch Co. (“A&F”), a company incorporated in Delaware in 1996, through its subsidiaries (collectively, A&F and its subsidiaries are referred to as “Abercrombie & Fitch” or the “Company”), is a global, digitally-led omnichannel retailer. The Company offers a broad assortment of apparel, personal care products and accessories for men, women and kids, which are sold primarily through its digital channels and Company-owned stores, as well as through various third-party arrangements. The Company’s two brand-based operating segments are Hollister, which includes the Company’s Hollister, Gilly Hicks and Social Tourist brands, and Abercrombie, which includes the Company’s Abercrombie & Fitch and abercrombie kids brands. These five brands share a commitment to offering unique products of enduring quality and exceptional comfort that allow customers around the world to express their own individuality and style. The Company operates primarily in North America, Europe and Asia. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying Condensed Consolidated Financial Statements include historical financial statements of, and transactions applicable to, the Company and reflect its financial position, results of operations and cash flows. The Company has interests in an Emirati business venture and in a Kuwaiti business venture with Majid al Futtaim Fashion L.L.C. (“MAF”) and in a United States of America (the “U.S.”) business venture with Dixar L.L.C. (“Dixar”), each of which meets the definition of a variable interest entity (“VIE”). The purpose of the business ventures with MAF is to operate stores in the United Arab Emirates and Kuwait and the purpose of the business venture with Dixar is to hold the intellectual property related to the Social Tourist brand. The Company is deemed to be the primary beneficiary of these VIEs; therefore, the Company has consolidated the operating results, assets and liabilities of these VIEs, with the noncontrolling interests’ (“NCI”) portions of net income presented as net income attributable to NCI on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income and the NCI portion of stockholders’ equity presented as NCI on the Condensed Consolidated Balance Sheets. Fiscal year The Company’s fiscal year ends on the Saturday closest to January 31. This typically results in a fifty-two week year, but occasionally gives rise to an additional week, resulting in a fifty-three week year. Fiscal years are designated in the Condensed Consolidated Financial Statements and notes, as well as the remainder of this Quarterly Report on Form 10-Q, by the calendar year in which the fiscal year commences. All references herein to the Company’s fiscal years are as follows: Fiscal year Year ended/ ending Number of weeks Fiscal 2021 January 29, 2022 52 Fiscal 2022 January 28, 2023 52 Fiscal 2023 February 3, 2024 53 Interim financial statements The Condensed Consolidated Financial Statements as of April 30, 2022, and for the thirteen week periods ended April 30, 2022 and May 1, 2021, are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim consolidated financial statements. Accordingly, the Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in A&F’s Annual Report on Form 10-K for Fiscal 2021 filed with the SEC on March 28, 2022 (the “Fiscal 2021 Form 10-K”). The January 29, 2022 consolidated balance sheet data, included herein, were derived from audited consolidated financial statements, but do not include all disclosures required by accounting principles generally accepted in the U.S. (“GAAP”). In the opinion of management, the accompanying Condensed Consolidated Financial Statements reflect all adjustments (which are of a normal recurring nature) necessary to state fairly, in all material respects, the financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for Fiscal 2022. During the first quarter of 2022, the Company reclassified Flagship store exit benefits into Stores and distribution expense on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. There were no changes to Operating (loss) income or Net (loss) income. Prior period amounts have been reclassified to conform to current year’s presentation. Abercrombie & Fitch Co. 8 2022 1Q Form 10-Q Table of Contents Use of estimates The preparation of financial statements, in conformity with GAAP, requires 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 net sales and expenses during the reporting period. Due to the inherent uncertainty involved with estimates, actual results may differ. The extent to which the current outbreak of coronavirus disease (“COVID-19”) continues to impact the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the duration and spread of COVID-19 and the emergence of new variants of coronavirus, the availability and acceptance of effective vaccines, boosters or medical treatments, the impact of COVID-19 on the length or frequency of store closures, and the extent to which COVID-19 impacts worldwide macroeconomic conditions including interest rates, foreign currency exchange rates, the speed of the economic recovery, and governmental, business and consumer reactions to the pandemic. The Company’s assessment of these, as well as other factors, could impact management's estimates and result in material impacts to the Company’s consolidated financial statements in future reporting periods. Recent accounting pronouncements The Company reviews recent accounting pronouncements on a quarterly basis and has excluded discussion of those not applicable to the Company and those that did not have, or are not expected to have, a material impact on the Company’s consolidated financial statements. Condensed Consolidated Statements of Cash Flows reconciliation The following table provides a reconciliation of cash and equivalents and restricted cash and equivalents to the amounts shown on the Condensed Consolidated Statements of Cash Flows: (in thousands) Location April 30, 2022 January 29, 2022 May 1, 2021 January 30, 2021 Cash and equivalents Cash and equivalents $ 468,378 $ 823,139 $ 909,008 $ 1,104,862 Long-term restricted cash and equivalents Other assets 10,100 11,229 14,712 14,814 Short-term restricted cash and equivalents Other current assets — — 471 4,481 Cash and equivalents and restricted cash and equivalents $ 478,478 $ 834,368 $ 924,191 $ 1,124,157 3. REVENUE RECOGNITION Disaggregation of revenue All revenues are recognized in net sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . For information regarding the disaggregation of revenue, refer to Note 14, “ SEGMENT REPORTING . ” Contract liabilities The following table details certain contract liabilities representing unearned revenue as of April 30, 2022, January 29, 2022 and May 1, 2021: (in thousands) April 30, 2022 January 29, 2022 May 1, 2021 Gift card liability $ 35,665 $ 36,984 $ 27,919 Loyalty programs liability 22,177 22,757 19,991 The following table details recognized revenue associated with the Company’s gift card program and loyalty programs for the thirteen weeks ended April 30, 2022 and May 1, 2021: Thirteen Weeks Ended (in thousands) April 30, 2022 May 1, 2021 Revenue associated with gift card redemptions and gift card breakage $ 23,001 $ 16,156 Revenue associated with reward redemptions and breakage related to the Company’s loyalty programs 10,181 9,553 Abercrombie & Fitch Co. 9 2022 1Q Form 10-Q Table of Contents 4. NET (LOSS) INCOME PER SHARE Net (loss) income per basic and diluted share attributable to A&F is computed based on the weighted-average number of outstanding shares of Class A Common Stock (“Common Stock”). Additional information pertaining to net (loss) income per share attributable to A&F follows: Thirteen Weeks Ended (in thousands) April 30, 2022 May 1, 2021 Shares of Common Stock issued 103,300 103,300 Weighted-average treasury shares ( 51,223 ) ( 40,920 ) Weighted-average — basic shares 52,077 62,380 Dilutive effect of share-based compensation awards — 2,925 Weighted-average — diluted shares 52,077 65,305 Anti-dilutive shares (1) 3,598 1,425 (1) Reflects the total number of shares related to outstanding share-based compensation awards that have been excluded from the computation of net (loss) income per diluted share because the impact would have been anti-dilutive. Unvested shares related to restricted stock units with performance-based and market-based vesting conditions can achieve up to 200% of their target vesting amount and are reflected at the maximum vesting amount less any dilutive portion. 5. FAIR VALUE Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs to measure fair value are as follows: • Level 1—inputs are unadjusted quoted prices for identical assets or liabilities that are available in active markets that the Company can access at the measurement date. • Level 2—inputs are other than quoted market prices included within Level 1 that are observable for assets or liabilities, directly or indirectly. • Level 3—inputs to the valuation methodology are unobservable. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The three levels of the hierarchy and the distribution of the Company’s assets measured at fair value on a recurring basis, as of April 30, 2022 and January 29, 2022, were as follows: Assets at Fair Value as of April 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents (1) $ 25,314 $ 9,900 $ — $ 35,214 Derivative instruments (2) — 6,958 — 6,958 Rabbi Trust assets (3) 1 62,626 — 62,627 Restricted cash equivalents (1) 4,586 2,307 — 6,893 Total assets $ 29,901 $ 81,791 $ — $ 111,692 Assets at Fair Value as of January 29, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents (1) $ 49,309 $ 11,643 $ — $ 60,952 Derivative instruments (2) — 4,973 — 4,973 Rabbi Trust assets (3) 1 62,272 — 62,273 Restricted cash equivalents (1) 5,391 2,326 — 7,717 Total assets $ 54,701 $ 81,214 $ — $ 135,915 (1) Level 1 assets consisted of investments in money market funds and U.S. treasury bills. Level 2 assets consisted of time deposits. (2) Level 2 assets consisted primarily of foreign currency exchange forward contracts. (3) Level 1 assets consisted of investments in money market funds. Level 2 assets consisted of trust-owned life insurance policies. The Company’s Level 2 assets consisted of: • Trust-owned life insurance policies, which were valued using the cash surrender value of the life insurance policies; • Time deposits, which were valued at cost, approximating fair value, due to the short-term nature of these investments; and • Derivative instruments, primarily foreign currency exchange forward contracts, which were valued using quoted market prices of the same or similar instruments, adjusted for counterparty risk. Abercrombie & Fitch Co. 10 2022 1Q Form 10-Q Table of Contents Fair value of long-term borrowings The Company’s borrowings under its senior secured notes, which have a fixed 8.75% interest rate and mature on July 15, 2025 (the “Senior Secured Notes”) are carried at historical cost in the accompanying Condensed Consolidated Balance Sheets. The carrying amount and fair value of the Company’s long-term gross borrowings were as follows: (in thousands) April 30, 2022 January 29, 2022 Gross borrowings outstanding, carrying amount $ 307,730 $ 307,730 Gross borrowings outstanding, fair value 323,501 327,732 6. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of: (in thousands) April 30, 2022 January 29, 2022 Property and equipment, at cost $ 2,436,019 $ 2,453,493 Less: Accumulated depreciation and amortization ( 1,938,043 ) ( 1,945,157 ) Property and equipment, net $ 497,976 $ 508,336 Refer to Note 8, “ ASSET IMPAIRMENT ,” for details related to property and equipment impairment charges incurred during the thirteen weeks ended April 30, 2022 and May 1, 2021. 7. LEASES The Company is a party to leases related to its Company-operated retail stores as well as for certain of its distribution centers, office space, information technology and equipment. The following table provides a summary of the Company’s operating lease costs for the thirteen weeks ended April 30, 2022 and May 1, 2021: Thirteen Weeks Ended (in thousands) April 30, 2022 May 1, 2021 Single lease cost (1) $ 57,580 $ 69,752 Variable lease cost (2) 33,158 23,166 Operating lease right-of-use asset impairment (3) 1,915 2,464 Sublease income (4) ( 1,009 ) ( 1,093 ) Total operating lease cost $ 91,644 $ 94,289 (1) Included amortization and interest expense associated with operating lease right-of-use assets and the impact from remeasurement of operating lease liabilities. (2) Includes variable payments related to both lease and nonlease components, such as contingent rent payments made by the Company based on performance, and payments related to taxes, insurance, and maintenance costs, as well as the benefit of $ 1.7 million of rent abatements during the thirteen weeks ended April 30, 2022 related to the effects of the COVID-19 pandemic that resulted in the total payments required by the modified contract being substantially the same as or less than total payments required by the original contract. The benefit related to rent abatements recognized during the thirteen weeks ended May 1, 2021 was $ 7.7 million. (3) Refer to Note 8, “ ASSET IMPAIRMENT ,” for details related to operating lease right-of-use asset impairment charges. (4) The terms of the sublease agreement entered into by the Company with a third party during Fiscal 2020 related to one of its previous flagship store locations have not changed materially from that disclosed in Note 8, “LEASES,” of the Notes to Consolidated Financial Statements contained in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of the Fiscal 2021 Form 10-K. Sublease income is recognized in other operating (loss) income, net on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company suspended rent payments for a number of stores that were closed as a result of COVID-19, and has been successful in obtaining certain rent abatements and landlord concessions of rent payable. The Company had minimum commitments related to operating lease contracts that have not yet commenced, primarily for its Company-operated retail stores, of approximately $ 20.5 million as of April 30, 2022. Abercrombie & Fitch Co. 11 2022 1Q Form 10-Q Table of Contents 8. ASSET IMPAIRMENT Asset impairment charges for the thirteen weeks ended April 30, 2022 and May 1, 2021 were as follows: Thirteen Weeks Ended (in thousands) April 30, 2022 May 1, 2021 Operating lease right-of-use asset impairment $ 1,915 $ 2,464 Property and equipment asset impairment 1,507 200 Total asset impairment $ 3,422 $ 2,664 Asset impairment charges for the thirteen weeks ended April 30, 2022 and May 1, 2021 related to certain of the Company’s stores across brands, geographies and store formats. The impairment charges for the thirteen weeks ended April 30, 2022 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $ 7.5 million, including $ 6.5 million related to operating lease right-of-use assets. The impairment charges for the thirteen weeks ended May 1, 2021 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $ 6.3 million, including $ 5.7 million related to operating lease right-of-use assets. 9. INCOME TAXES The quarterly provision for income taxes is based on the current estimate of the annual effective income tax rate and the tax effect of discrete items occurring during the quarter. The Company’s quarterly provision and the estimate of the annual effective tax rate are subject to significant variation due to several factors. These factors include variability in the pre-tax jurisdictional mix of earnings, changes in how the Company does business including entering into new businesses or geographies, changes in foreign currency exchange rates, changes in laws, regulations, interpretations and administrative practices, relative changes in expenses or losses for which tax benefits are not recognized and the impact of discrete items. In addition, jurisdictions where the Company anticipates an ordinary loss for the fiscal year for which the Company does not anticipate future tax benefits are excluded from the overall computation of estimated annual effective tax rate and no tax benefits are recognized in the period related to losses in such jurisdictions. The impact of these items on the effective tax rate will be greater at lower levels of pre-tax earnings. Impact of valuation allowances and other tax charges During the thirteen weeks ended April 30, 2022, the Company did not recognize income tax benefits on $ 13.4 million of pretax losses, primarily in Switzerland, resulting in adverse tax impacts of $ 2.4 million. During the thirteen weeks ended May 1, 2021, the Company recognized $ 3.1 million of tax benefits due to the anticipated utilization of deferred tax assets against projected pre-tax income for the full fiscal year, primarily in the U.S. based on information available, on which a valuation allowance had previously been established. As of April 30, 2022, there were approximately $ 11.4 million of net deferred tax assets in China. The realization of these net deferred tax assets is dependent upon the future generation of sufficient taxable profits in China. While the Company believes that the net deferred tax assets are more-likely-than-not to be realized, it is not a certainty, as there are continued issues and related responses due to emerging situations, such as the COVID-19 pandemic. The company is closely monitoring its operations in China. Should circumstances change, the net deferred tax assets may become subject to a valuation allowance in the future. Additional valuation allowances would result in additional tax expense. Share-based compensation Refer to Note 11, “ SHARE-BASED COMPENSATION ,” for details on income tax benefits and charges related to share-based compensation awards during the thirteen weeks ended April 30, 2022 and May 1, 2021. 10. BORROWINGS Details on the Company’s long-term borrowings, net, as of April 30, 2022 and January 29, 2022 are as follows: (in thousands) April 30, 2022 January 29, 2022 Long-term portion of borrowings, gross at carrying amount $ 307,730 $ 307,730 Unamortized fees ( 3,829 ) ( 4,156 ) Long-term borrowings, net $ 303,901 $ 303,574 Abercrombie & Fitch Co. 12 2022 1Q Form 10-Q Table of Contents Senior Secured Notes The terms of the Senior Secured Notes have remained unchanged from those disclosed in Note 13, “BORROWINGS,” of the Notes to Consolidated Financial Statements contained in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of on the Fiscal 2021 Form 10-K. ABL Facility The terms of the Company’s senior secured revolving credit facility of up to $ 400.0 million (the “ABL Facility”) remained unchanged from those disclosed in Note 13, “BORROWINGS,” of the Notes to Consolidated Financial Statements contained in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of the Fiscal 2021 Form 10-K. The Company did not have any borrowings outstanding under the ABL Facility as of April 30, 2022 or as of January 29, 2022. As of April 30, 2022, availability under the ABL Facility was $ 349.4 million, net of $ 0.8 million in outstanding stand-by letters of credit. As the Company must maintain excess availability equal to the greater of 10% of the loan cap or $30 million under the ABL Facility, borrowing capacity available to the Company under the ABL Facility was $ 314.4 million as of April 30, 2022. Representations, warranties and covenants The agreements related to the Senior Secured Notes and the ABL Facility contain various representations, warranties and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of the Company and its subsidiaries to: grant or incur liens; incur, assume or guarantee additional indebtedness; sell or otherwise dispose of assets, including capital stock of subsidiaries; make investments in certain subsidiaries; pay dividends, make distributions or redeem or repurchase capital stock; change the nature of their business; and consolidate or merge with or into, or sell substantially all of the assets of the Company or Abercrombie & Fitch Management Co. (“A&F Management”), a wholly-owned indirect subsidiary of A&F, to another entity. The Senior Secured Notes are guaranteed on a senior secured basis, jointly and severally, by A&F and each of the existing and future wholly-owned domestic restricted subsidiaries of A&F that guarantee or will guarantee A&F Management’s Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) or certain future capital markets indebtedness. Certain of the agreements related to the Senior Secured Notes and the ABL Facility also contain certain affirmative covenants, including reporting requirements such as delivery of financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances. The Company was in compliance with all debt covenants under these agreements as of April 30, 2022. 11. SHARE-BASED COMPENSATION Financial statement impact The following table details share-based compensation expense and the related income tax impacts for the thirteen weeks ended April 30, 2022 and May 1, 2021: Thirteen Weeks Ended (in thousands) April 30, 2022 May 1, 2021 Share-based compensation expense $ 8,356 $ 8,450 Income tax benefit associated with share-based compensation expense recognized 965 298 The following table details discrete income tax benefits and charges related to share-based compensation awards during the thirteen weeks ended April 30, 2022 and May 1, 2021: Thirteen Weeks Ended (in thousands) April 30, 2022 May 1, 2021 Income tax discrete benefits realized for tax deductions related to the issuance of shares $ 2,111 $ 3,190 Income tax discrete charges realized upon cancellation of stock appreciation rights ( 195 ) ( 3 ) Total income tax discrete benefits related to share-based compensation awards $ 1,916 $ 3,187 The following table details the amount of employee tax withheld by the Company upon the issuance of shares associated with restricted stock units vesting and the exercise of stock appreciation rights for the thirteen weeks ended April 30, 2022 and May 1, 2021: Abercrombie & Fitch Co. 13 2022 1Q Form 10-Q Table of Contents Thirteen Weeks Ended (in thousands) April 30, 2022 May 1, 2021 Employee tax withheld upon issuance of shares (1) $ 13,925 $ 11,748 (1) Classified within other financing activities on the Condensed Consolidated Statements of Cash Flows. Restricted stock units The following table summarizes activity for restricted stock units for the thirteen weeks ended April 30, 2022: Service-based Restricted Stock Units Performance-based Restricted Stock Units Market-based Restricted Stock Units Number of Underlying Shares Weighted- Average Grant Date Fair Value Number of Underlying Shares Weighted- Average Grant Date Fair Value Number of Underlying Shares Weighted- Average Grant Date Fair Value Unvested at January 29, 2022 2,532,240 $ 17.16 340,149 $ 27.08 680,184 $ 22.81 Granted 725,142 32.19 165,263 32.07 82,635 45.15 Adjustments for performance achievement — — 5,668 23.05 18,881 36.24 Vested ( 815,718 ) 16.70 ( 194,465 ) 23.05 ( 113,284 ) 36.24 Forfeited ( 28,840 ) 17.38 — — — — Unvested at April 30, 2022 (1) 2,412,824 $ 21.84 316,615 $ 32.08 668,416 $ 23.67 (1) Unvested shares related to restricted stock units with performance-based and market-based vesting conditions are reflected at 100% of their target vesting amount in the table above. Unvested shares related to restricted stock units with performance-based and market-based vesting conditions can be achieved at up to 200% of their target vesting amount. The following table details unrecognized compensation cost and the remaining weighted-average period over which these costs are expected to be recognized for restricted stock units as of April 30, 2022: (in thousands) Service-based Restricted Stock Units Performance-based Restricted Stock Units Market-based Restricted Stock Units Unrecognized compensation cost $ 46,317 $ — $ 20,545 Remaining weighted-average period cost is expected to be recognized (years) 1.4 0.0 1.1 Additional information pertaining to restricted stock units for the thirteen weeks ended April 30, 2022 and May 1, 2021 follows: (in thousands) April 30, 2022 May 1, 2021 Service-based restricted stock units: Total grant date fair value of awards granted $ 23,342 $ 19,445 Total grant date fair value of awards vested 13,622 10,639 Performance-based restricted stock units: Total grant date fair value of awards granted 5,300 4,658 Total grant date fair value of awards vested 4,482 — Market-based restricted stock units: Total grant date fair value of awards granted 3,731 3,651 Total grant date fair value of awards vested 4,105 3,390 Abercrombie & Fitch Co. 14 2022 1Q Form 10-Q Table of Contents The weighted-average assumptions used for market-based restricted stock units in the Monte Carlo simulation during the thirteen weeks ended April 30, 2022 and May 1, 2021 were as follows: April 30, 2022 May 1, 2021 Grant date market price $ 32.07 $ 31.78 Fair value 45.15 49.81 Assumptions: Price volatility 66 % 66 % Expected term (years) 2.9 2.9 Risk-free interest rate 2.3 % 0.3 % Dividend yield — % — % Average volatility of peer companies 72.9 72.0 Average correlation coefficient of peer companies 0.5146 0.4694 Stock appreciation rights The following table summarizes stock appreciation rights activity for the thirteen weeks ended April 30, 2022: Number of Underlying Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Weighted-Average Remaining Contractual Life (years) Outstanding at January 29, 2022 236,139 $ 32.55 Forfeited or expired ( 33,300 ) 52.75 Outstanding at April 30, 2022 202,839 $ 29.24 $ 1,523,587 2.4 Stock appreciation rights exercisable at April 30, 2022 202,839 $ 29.24 $ 1,523,587 2.4 No stock appreciation rights were exercised during the thirteen weeks ended April 30, 2022 or May 1, 2021. 12. DERIVATIVE INSTRUMENTS The Company is exposed to risks associated with changes in foreign currency exchange rates and uses derivative instruments, primarily forward contracts, to manage the financial impacts of these exposures. The Company does not use forward contracts to engage in currency speculation and does not enter into derivative financial instruments for trading purposes. The Company uses derivative instruments, primarily foreign currency exchange forward contracts designated as cash flow hedges, to hedge the foreign currency exchange rate exposure associated with forecasted foreign-currency-denominated intercompany inventory sales to foreign subsidiaries and the related settlement of the foreign-currency-denominated intercompany receivables. Fluctuations in foreign currency exchange rates will either increase or decrease the Company’s intercompany equivalent cash flows and affect the Company’s U.S. Dollar earnings. Gains or losses on the foreign currency exchange forward contracts that are used to hedge these exposures are expected to partially offset this variability. Foreign currency exchange forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed upon settlement date. These foreign currency exchange forward contracts typically have a maximum term of twelve months. The sale of the inventory to the Company’s customers will result in the reclassification of related derivative gains and losses that are reported in AOCL into earnings. The Company also uses foreign currency exchange forward contracts to hedge certain foreign-currency-denominated net monetary assets/liabilities. Examples of monetary assets/liabilities include cash balances, receivables and payables. Fluctuations in foreign currency exchange rates result in transaction gains or losses being recorded in earnings, as U.S. GAAP requires that monetary assets/liabilities be remeasured at the spot exchange rate at quarter-end and upon settlement. The Company has chosen not to apply hedge accounting to these instruments because there are no anticipated differences in the timing of gain or loss recognition on the hedging instruments and the hedged items. As of April 30, 2022, the Company had outstanding the following foreign currency exchange forward contracts that were entered into to hedge either a portion, or all, of forecasted foreign-currency-denominated intercompany inventory transactions, the resulting settlement of the foreign-currency-denominated intercompany accounts receivable, or both: Abercrombie & Fitch Co. 15 2022 1Q Form 10-Q Table of Contents (in thousands) Notional Amount (1) Euro $ 41,015 British pound 34,626 Canadian dollar 6,132 Japanese yen 3,978 (1) Amounts reported are the U.S. Dollar notional amounts outstanding as of April 30, 2022. The fair value of derivative instruments is valued using quoted market prices of the same or similar instruments, adjusted for counterparty risk. The location and amounts of derivative fair values of foreign currency exchange forward contracts on the Condensed Consolidated Balance Sheets as of April 30, 2022 and January 29, 2022 were as follows: (in thousands) Location April 30, 2022 January 29, 2022 Location April 30, 2022 January 29, 2022 Derivatives designated as cash flow hedging instruments Other current assets $ 6,958 $ 4,973 Accrued expenses $ — $ — Derivatives not designated as hedging instruments Other current assets — — Accrued expenses — — Total $ 6,958 $ 4,973 $ — $ — Information pertaining to derivative gains or losses from foreign currency exchange forward contracts designated as cash flow hedging instruments for the thirteen weeks ended April 30, 2022 and May 1, 2021 follows: Thirteen Weeks Ended (in thousands) April 30, 2022 May 1, 2021 Gain recognized in AOCL (1) $ 5,363 $ 1,144 Gain (loss) reclassified from AOCL to cost of sales, exclusive of depreciation and amortization (2) 3,684 ( 1,455 ) (1) Amount represents the change in fair value of derivative instruments. (2) Amount represents gain (loss) reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) when the hedged item affects earnings, which is when merchandise is converted to cost of sales, exclusive of depreciation and amortization. Substantially all of the unrealized gain will be recognized in costs of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income over the next twelve months . Additional information pertaining to derivative gains or losses from foreign currency exchange forward contracts not designated as hedging instruments for the thirteen weeks ended April 30, 2022 and May 1, 2021 follows: Thirteen Weeks Ended (in thousands) April 30, 2022 May 1, 2021 Gain (loss) recognized in other operating income, net $ 1,141 $ ( 468 ) Abercrombie & Fitch Co. 16 2022 1Q Form 10-Q Table of Contents 13. ACCUMULATED OTHER COMPREHENSIVE LOSS Fo r the thirteen weeks ended April 30, 2022, the activity in AOCL was as follows: Thirteen Weeks Ended April 30, 2022 (in thousands) Foreign Currency Translation Adjustment Unrealized Gain on Derivative Financial Instruments Total Beginning balance at January 29, 2022 $ ( 120,689 ) $ 5,983 $ ( 114,706 ) Other comprehensive (loss) income before reclassifications ( 10,403 ) 5,363 ( 5,040 ) Reclassified gain from AOCL (1) — ( 3,684 ) ( 3,684 ) Tax effect — 33 33 Other comprehensive (loss) income after reclassifications ( 10,403 ) 1,712 ( 8,691 ) Ending balance at April 30, 2022 $ ( 131,092 ) $ 7,695 $ ( 123,397 ) (1) Amount represents gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. For the thirteen weeks ended May 1, 2021, the activity in AOCL was as follows: Thirteen Weeks Ended May 1, 2021 (in thousands) Foreign Currency Translation Adjustment Unrealized Loss on Derivative Financial Instruments Total Beginning balance at January 30, 2021 $ ( 97,772 ) $ ( 4,535 ) $ ( 102,307 ) Other comprehensive (loss) income before reclassifications ( 1,274 ) 1,144 ( 130 ) Reclassified loss from AOCL (1) — 1,455 1,455 Other comprehensive (loss) income after reclassifications (2) ( 1,274 ) 2,599 1,325 Ending balance at May 1, 2021 $ ( 99,046 ) $ ( 1,936 ) $ ( 100,982 ) (1) Amount represents loss reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. (2) No income tax benefit was recognized during the period due to the establishment of a valuation allowance 14. SEGMENT REPORTING The Company’s two operating segments are brand-based: Hollister, which includes the Company’s Hollister, Gilly Hicks and Social Tourist brands, and Abercrombie, which includes the Company’s Abercrombie & Fitch and abercrombie kids brands. These operating segments have similar economic characteristics, classes of consumers, products, and production and distribution methods, operate in the same regulatory environments, and have been aggregated into one reportable segment. Amounts shown below include net sales from wholesale, franchise and licensing operations, which are not a significant component of total revenue, and are aggregated within their respective operating segment and geographic area. The Company’s net sales by operating segment for the thirteen weeks ended April 30, 2022 and May 1, 2021 were as follows: Thirteen Weeks Ended (in thousands) April 30, 2022 May 1, 2021 Hollister $ 428,834 $ 442,408 Abercrombie 383,928 338,997 Total $ 812,762 $ 781,405 Abercrombie & Fitch Co. 17 2022 1Q Form 10-Q Table of Contents Net sales by geographic area are presented by attributing revenues to an individual country on the basis of the country in which the merchandise was sold for in-store purchases and on the basis of the shipping location provided by customers for digital and wholesale orders. The Company’s net sales by geographic area for the thirteen weeks ended April 30, 2022 and May 1, 2021 were as follows: Thirteen Weeks Ended (in thousands) April 30, 2022 May 1, 2021 U.S. $ 585,106 $ 553,846 EMEA (1) 163,969 159,002 APAC (2) 29,897 46,046 Other 33,790 22,511 International $ 227,656 $ 227,559 Total $ 812,762 $ 781,405 (1) Europe, Middle East and Africa (“EMEA”) (2) Asia-Pacific Region (“APAC”) Abercrombie & Fitch Co. 18 2022 1Q Form 10-Q Table of Contents