10-Q 1 anf-20220730.htm 10-Q anf-20220730
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
Form 10-Q 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 30, 2022
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number 001-12107
Abercrombie & Fitch Co.
(Exact name of Registrant as specified in its charter)
Delaware31-1469076
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
6301 Fitch Path,New Albany,Ohio43054
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:
(614)283-6500
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.01 Par ValueANFNew York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    x  Yes    ¨  No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes    x  No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class A Common Stock
Shares outstanding as of September 2, 2022
$0.01 Par Value49,453,619


Table of Contents


Abercrombie & Fitch Co.
2
2022 2Q Form 10-Q

PART I. FINANCIAL INFORMATION

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 EndedTwenty-Six Weeks Ended
July 30, 2022July 31, 2021July 30, 2022July 31, 2021
Net sales$805,091 $864,850 $1,617,853 $1,646,255 
Cost of sales, exclusive of depreciation and amortization339,200 301,365 702,416 587,636 
Gross profit465,891 563,485 915,437 1,058,619 
Stores and distribution expense340,791 325,847 678,334 641,355 
Marketing, general and administrative expense124,168 123,913 246,317 244,860 
Flagship store exit benefits    
Asset impairment2,170 786 5,592 3,450 
Other operating expense (income), net953 (1,848)(2,889)(3,266)
Operating (loss) income(2,191)114,787 (11,917)172,220 
Interest expense, net6,917 11,275 14,224 19,881 
(Loss) income before income taxes(9,108)103,512 (26,141)152,339 
Income tax expense (benefit)5,634 (6,944)3,447 (823)
Net (loss) income(14,742)110,456 (29,588)153,162 
Less: Net income attributable to noncontrolling interests2,092 1,956 3,715 2,894 
Net (loss) income attributable to A&F$(16,834)$108,500 $(33,303)$150,268 
Net (loss) income attributable to A&F per share
Basic$(0.33)$1.77 $(0.65)$2.43 
Diluted$(0.33)$1.69 $(0.65)$2.32 
Weighted-average shares outstanding
Basic50,441 61,428 51,262 61,914 
Diluted50,441 64,136 51,262 64,803 
Other comprehensive (loss) income
Foreign currency translation adjustments, net of tax$(4,914)$(1,986)$(15,317)$(3,260)
Derivative financial instruments, net of tax(1,729)2,703 (17)5,302 
Other comprehensive (loss) income(6,643)717 (15,334)2,042 
Comprehensive (loss) income(21,385)111,173 (44,922)155,204 
Less: Comprehensive income attributable to noncontrolling interests2,092 1,956 3,715 2,894 
Comprehensive (loss) income attributable to A&F$(23,477)$109,217 $(48,637)$152,310 
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
Abercrombie & Fitch Co.
3
2022 2Q Form 10-Q

Abercrombie & Fitch Co.
Condensed Consolidated Balance Sheets
(Thousands, except par value amounts)
(Unaudited)

July 30, 2022January 29, 2022
Assets
Current assets:
Cash and equivalents$369,957 $823,139 
Receivables79,820 69,102 
Inventories708,024 525,864 
Other current assets104,887 89,654 
Total current assets1,262,688 1,507,759 
Property and equipment, net511,181 508,336 
Operating lease right-of-use assets740,627 698,231 
Other assets219,598 225,165 
Total assets$2,734,094 $2,939,491 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$408,297 $374,829 
Accrued expenses342,690 395,815 
Short-term portion of operating lease liabilities202,699 222,823 
Income taxes payable5,582 21,773 
Total current liabilities959,268 1,015,240 
Long-term liabilities:
Long-term portion of operating lease liabilities714,265 697,264 
Long-term borrowings, net304,219 303,574 
Other liabilities83,415 86,089 
Total long-term liabilities1,101,899 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 capital405,127 413,190 
Retained earnings2,333,867 2,386,156 
Accumulated other comprehensive loss, net of tax (“AOCL”)(130,040)(114,706)
Treasury stock, at average cost: 53,829 and 50,315 shares as of July 30, 2022 and January 29, 2022, respectively
(1,948,199)(1,859,583)
Total Abercrombie & Fitch Co. stockholders’ equity661,788 826,090 
Noncontrolling interests11,139 11,234 
Total stockholders’ equity672,927 837,324 
Total liabilities and stockholders’ equity$2,734,094 $2,939,491 

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
Abercrombie & Fitch Co.
4
2022 2Q Form 10-Q

Abercrombie & Fitch Co.
Condensed Consolidated Statements of Stockholders’ Equity
(Thousands, except per share amounts)
(Unaudited)

Thirteen Weeks Ended July 30, 2022
 Common StockPaid-in
capital
Non-controlling interestsRetained
earnings
AOCLTreasury stockTotal
stockholders’
equity
 Shares
outstanding
Par
value
SharesAt average
cost
Balance, April 30, 202250,442 $1,033 $398,412 $9,444 $2,350,807 $(123,397)52,858 $(1,931,494)$704,805 
Net loss— — — 2,092 (16,834)— — — (14,742)
Purchase of Common Stock(1,000)— — — — — 1,000 (17,775)(17,775)
Share-based compensation issuances and exercises29 — (1,045)— (106)— (29)1,070 (81)
Share-based compensation expense— — 7,760 — — — — — 7,760 
Derivative financial instruments, net of tax— — — — — (1,729)— — (1,729)
Foreign currency translation adjustments, net of tax— — — — — (4,914)— — (4,914)
Distributions to noncontrolling interests, net— — — (397)— — — — (397)
Ending balance at July 30, 202249,471 $1,033 $405,127 $11,139 $2,333,867 $(130,040)53,829 $(1,948,199)$672,927 
Thirteen Weeks Ended July 31, 2021
 Common StockPaid-in
capital
Non-controlling interestsRetained
earnings
AOCLTreasury stockTotal
stockholders’
equity
 Shares
outstanding
Par
value
SharesAt average
cost
Balance, May 1, 202161,935 $1,033 $395,277 $8,776 $2,169,748 $(100,982)41,365 $(1,523,902)$949,950 
Net income— — — 1,956 108,500 — — — 110,456 
Purchase of Common Stock(2,374)— — — 2,374 (100,000)(100,000)
Share-based compensation issuances and exercises130 — (1,873)— (3,239)— (130)4,800 (312)
Share-based compensation expense— — 6,487 — — — — — 6,487 
Derivative financial instruments, net of tax— — — — — 2,703 — — 2,703 
Foreign currency translation adjustments, net of tax— — — — — (1,986)— — (1,986)
Distributions to noncontrolling interests, net— — — (365)— — — — (365)
Ending balance at July 31, 202159,691 $1,033 $399,891 $10,367 $2,275,009 $(100,265)43,609 $(1,619,102)$966,933 

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
Abercrombie & Fitch Co.
5
2022 2Q Form 10-Q

Abercrombie & Fitch Co.
Condensed Consolidated Statements of Stockholders’ Equity
(Thousands, except per share amounts)
(Unaudited)

Twenty-Six Weeks Ended July 30, 2022
 Common StockPaid-in
capital
Non-controlling interestsRetained
earnings
AOCLTreasury stockTotal
stockholders’
equity
 Shares
outstanding
Par
value
SharesAt average
cost
Balance, January 29, 202252,985 $1,033 $413,190 $11,234 $2,386,156 $(114,706)50,315 $(1,859,583)$837,324 
Net loss— — — 3,715 (33,303)— — — (29,588)
Purchase of Common Stock(4,260)— — — — — 4,260 (117,775)(117,775)
Share-based compensation issuances and exercises746 — (24,179)— (18,986)— (746)29,159 (14,006)
Share-based compensation expense— — 16,116 — — — — — 16,116 
Derivative financial instruments, net of tax— — — — — (17)— — (17)
Foreign currency translation adjustments, net of tax— — — — — (15,317)— — (15,317)
Distributions to noncontrolling interests, net— — — (3,810)— — — — (3,810)
Ending balance at July 30, 202249,471 $1,033 $405,127 $11,139 $2,333,867 $(130,040)53,829 $(1,948,199)$672,927 
Twenty-Six Weeks Ended July 31, 2021
 Common StockPaid-in
capital
Non-controlling interestsRetained
earnings
AOCLTreasury stockTotal
stockholders’
equity
 Shares
outstanding
Par
value
SharesAt average
cost
Balance, January 30, 202162,399 $1,033 $401,283 $12,684 $2,149,470 $(102,307)40,901 $(1,512,851)$949,312 
Net income— — — 2,894 150,268 — — — 153,162 
Purchase of Common Stock(3,451)— — — 3,451 (135,249)(135,249)
Share-based compensation issuances and exercises743 — (16,329)— (24,729)— (743)28,998 (12,060)
Share-based compensation expense— — 14,937 — — — — — 14,937 
Derivative financial instruments, net of tax— — — — — 5,302 — — 5,302 
Foreign currency translation adjustments, net of tax— — — — — (3,260)— — (3,260)
Distributions to noncontrolling interests, net— — — (5,211)— — — — (5,211)
Ending balance at July 31, 202159,691 $1,033 $399,891 $10,367 $2,275,009 $(100,265)43,609 $(1,619,102)$966,933 


The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
Abercrombie & Fitch Co.
6
2022 2Q Form 10-Q

Abercrombie & Fitch Co.
Condensed Consolidated Statements of Cash Flows
(Thousands)
(Unaudited)
 Twenty-Six Weeks Ended
 July 30, 2022July 31, 2021
Operating activities
Net (loss) income$(29,588)$153,162 
Adjustments to reconcile net (loss) income to net cash (used for) provided by operating activities:
Depreciation and amortization65,543 72,249 
Asset impairment5,592 3,450 
(Gain) loss on disposal(1,083)2,188 
Benefit for deferred income taxes(1,629)(21,187)
Share-based compensation16,116 14,937 
Loss on extinguishment of debt 5,347 
Changes in assets and liabilities:
Inventories(184,657)(11,849)
Accounts payable and accrued expenses(34,013)(63,562)
Operating lease right-of-use assets and liabilities(41,122)(93,040)
Income taxes(17,154)1,379 
Other assets(38,436)(11,575)
Other liabilities698 (1,554)
Net cash (used for) provided by operating activities(259,733)49,945 
Investing activities
Purchases of property and equipment(59,582)(35,269)
Proceeds from the sale of property and equipment7,972  
Net cash used for investing activities(51,610)(35,269)
Financing activities
Purchase of senior secured notes (46,969)
Payment of debt issuance or modification costs and fees (1,837)
Purchases of Common Stock(117,775)(135,249)
Other financing activities(17,649)(16,192)
Net cash used for financing activities(135,424)(200,247)
Effect of foreign currency exchange rates on cash(7,567)(2,547)
Net decrease in cash and equivalents, and restricted cash and equivalents(454,334)(188,118)
Cash and equivalents, and restricted cash and equivalents, beginning of period834,368 1,124,157 
Cash and equivalents, and restricted cash and equivalents, end of period$380,034 $936,039 
Supplemental information related to non-cash activities
Purchases of property and equipment not yet paid at end of period$50,133 $35,789 
Operating lease right-of-use assets additions, net of terminations, impairments and other reductions139,751 17,159 
Supplemental information related to cash activities
Cash paid for interest 13,463 14,950 
Cash paid for income taxes24,566 24,132 
Cash received from income tax refunds139 570 
Cash paid for amounts included in measurement of operating lease liabilities, net of abatements159,423 230,836 

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
Abercrombie & Fitch Co.
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2022 2Q Form 10-Q

Abercrombie & Fitch Co.
Index for Notes to Condensed Consolidated Financial Statements (Unaudited)


Abercrombie & Fitch Co.
8
2022 2Q Form 10-Q

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 yearYear ended/ endingNumber of weeks
Fiscal 2021January 29, 202252
Fiscal 2022January 28, 202352
Fiscal 2023February 3, 202453

Interim financial statements

The Condensed Consolidated Financial Statements as of July 30, 2022, and for the thirteen and twenty-six week periods ended July 30, 2022 and July 31, 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.
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2022 2Q Form 10-Q


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 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, spread and emergence of new variants of the virus, 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, and governmental, business and consumer reactions to the pandemic. The Company’s assessment of these, as well as other factors, such as the impact of a slowing economy, rising interest rates and continued inflation, 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)LocationJuly 30, 2022January 29, 2022July 31, 2021January 30, 2021
Cash and equivalentsCash and equivalents$369,957 $823,139 $921,504 $1,104,862 
Long-term restricted cash and equivalentsOther assets10,077 11,229 14,268 14,814 
Short-term restricted cash and equivalentsOther current assets  267 4,481 
Cash and equivalents and restricted cash and equivalents$380,034 $834,368 $936,039 $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 July 30, 2022, January 29, 2022 and July 31, 2021:
(in thousands)July 30, 2022January 29, 2022July 31, 2021
Gift card liability$35,205 $36,984 $29,038 
Loyalty programs liability21,525 22,757 20,962 

The following table details recognized revenue associated with the Company’s gift card program and loyalty programs for the thirteen and twenty-six weeks ended July 30, 2022 and July 31, 2021:
Thirteen Weeks EndedTwenty-Six Weeks Ended
(in thousands)July 30, 2022July 31, 2021July 30, 2022July 31, 2021
Revenue associated with gift card redemptions and gift card breakage$22,652 $17,353 $45,653 $33,509 
Revenue associated with reward redemptions and breakage related to the Company’s loyalty programs10,630 9,897 $20,811 $19,450 


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2022 2Q Form 10-Q

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 EndedTwenty-Six Weeks Ended
(in thousands)July 30, 2022July 31, 2021July 30, 2022July 31, 2021
Shares of Common Stock issued103,300 103,300 103,300 103,300 
Weighted-average treasury shares(52,859)(41,872)(52,038)(41,386)
Weighted-average — basic shares50,441 61,428 51,262 61,914 
Dilutive effect of share-based compensation awards 2,708  2,889 
Weighted-average — diluted shares50,441 64,136 51,262 64,803 
Anti-dilutive shares (1)
4,209 1,194 4,245 1,277 
(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 July 30, 2022 and January 29, 2022, were as follows:
Assets and liabilities at Fair Value as of July 30, 2022
(in thousands)Level 1Level 2Level 3Total
Assets:
Cash equivalents (1)
$37,389 $9,900 $ $47,289 
Derivative instruments (2)
 5,169  5,169 
Rabbi Trust assets (3)
1 63,001  63,002 
Restricted cash equivalents (1)
1,584 5,256  6,840 
Total assets$38,974 $83,326 $ $122,300 
Liabilities:
Derivative instruments (2)
$ $3 $ $3 
Total liabilities$ $3 $ $3 
 
Assets at Fair Value as of January 29, 2022
(in thousands)Level 1Level 2Level 3Total
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.

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2022 2Q Form 10-Q

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.

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)July 30, 2022January 29, 2022
Gross borrowings outstanding, carrying amount$307,730 $307,730 
Gross borrowings outstanding, fair value302,729 327,732 


6. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of:
(in thousands)July 30, 2022January 29, 2022
Property and equipment, at cost$2,462,069 $2,453,493 
Less: Accumulated depreciation and amortization(1,950,888)(1,945,157)
Property and equipment, net$511,181 $508,336 

Refer to Note 8, “ASSET IMPAIRMENT,” for details related to property and equipment impairment charges incurred during the thirteen and twenty-six weeks ended July 30, 2022 and July 31, 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 and twenty-six weeks ended July 30, 2022 and July 31, 2021:
Thirteen Weeks EndedTwenty-Six Weeks Ended
(in thousands)July 30, 2022July 31, 2021July 30, 2022July 31, 2021
Single lease cost (1)
$61,953 $70,325 $119,533 $140,077 
Variable lease cost (2)
32,520 19,300 65,678 42,466 
Operating lease right-of-use asset impairment (3)
1,573 240 3,488 2,704 
Sublease income (4)
(952)(1,095)(1,961)(2,188)
Total operating lease cost$95,094 $88,770 $186,738 $183,059 
(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 $0.9 million and $2.6 million of rent abatements during the thirteen and twenty-six weeks ended July 30, 2022, respectively, 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 and twenty-six weeks ended July 31, 2021 was $5.2 million and $13.0 million respectively.
(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.

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2022 2Q Form 10-Q

The Company had minimum commitments related to operating lease contracts that have not yet commenced, primarily for its Company-operated retail stores, of approximately $25.0 million as of July 30, 2022.

8. ASSET IMPAIRMENT

Asset impairment charges for the thirteen and twenty-six weeks ended July 30, 2022 and July 31, 2021 were as follows:
Thirteen Weeks EndedTwenty-Six Weeks Ended
(in thousands)July 30, 2022July 31, 2021July 30, 2022July 31, 2021
Operating lease right-of-use asset impairment$1,573 $240 $3,488 $2,704 
Property and equipment asset impairment597 546 2,104 746 
Total asset impairment$2,170 $786 $5,592 $3,450 

Asset impairment charges for the thirteen and twenty-six weeks ended July 30, 2022 and July 31, 2021 related to certain of the Company’s stores across brands, geographies and store formats. The impairment charges for the twenty-six weeks ended July 30, 2022 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $16.9 million, including $16.1 million related to operating lease right-of-use assets. The impairment charges for the twenty-six weeks ended July 31, 2021 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $9.4 million, including $8.8 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.

On August 16, 2022, the Inflation Reduction Act was enacted into U.S. law. The Company does not currently expect that the Inflation Reduction Act will have a material impact on its income taxes.

Impact of valuation allowances and other tax charges

During the thirteen weeks ended July 30, 2022, the Company did not recognize income tax benefits on $26.4 million of pretax
losses, primarily in Switzerland, resulting in adverse tax impacts of $4.8 million.

During the twenty-six weeks ended July 30, 2022, the Company did not recognize income tax benefits on $39.8 million of pre-tax losses, primarily in Switzerland, resulting in adverse tax impacts of $7.2 million.

As of July 30, 2022, there were approximately $12.1 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. During the thirteen weeks ended July 30, 2022, the company recorded a $0.2 million valuation allowance on net operating losses currently not projected to be utilized in future years. While the Company believes that the remaining net deferred tax assets are more-likely-than-not to be realized, it is not a certainty, as the Company continues to evaluate and respond 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 additional valuation allowances in the future. Additional valuation allowances would result in additional tax expense.

During the thirteen weeks ended July 31, 2021, as a result of the improvement seen in business conditions, the Company recognized $23.5 million of discrete tax benefits due to the release of valuation allowances, primarily in the U.S. and Germany, and a discrete tax benefit of $3.9 million due to the impact of a statutory rate change in the U.K on the valuation of deferred tax assets. The Company also recognized $6.7 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. and Germany based on information available, on which a valuation allowance had previously been established.

During the twenty-six weeks ended July 31, 2021, as a result of the improvement seen in business conditions, the Company recognized $23.6 million of discrete tax benefits due to the release of valuation allowances, primarily in the U.S. and Germany,
Abercrombie & Fitch Co.
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2022 2Q Form 10-Q

and a discrete tax benefit of $3.9 million due to the impact of a statutory rate change in the U.K on the valuation of deferred tax assets. The Company also recognized $10.1 million of tax benefits related to the utilization of deferred tax assets against projected pre-tax income for the full fiscal year, primarily in the U.S. and Germany, based on information available, on which a valuation allowance had previously been established.

The Company continues to maintain valuation allowances in certain jurisdictions, principally Japan and Switzerland.


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 and twenty-six weeks ended July 30, 2022 and July 31, 2021.


10. BORROWINGS

Details on the Company’s long-term borrowings, net, as of July 30, 2022 and January 29, 2022 are as follows:
(in thousands)July 30, 2022January 29, 2022
Long-term portion of borrowings, gross at carrying amount$307,730 $307,730 
Unamortized fees(3,511)(4,156)
Long-term borrowings, net$304,219 $303,574 


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 July 30, 2022 or as of January 29, 2022.

As of July 30, 2022, availability under the ABL Facility was $399.2 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 $359.2 million as of July 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 July 30, 2022.


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2022 2Q Form 10-Q

11. SHARE-BASED COMPENSATION

Financial statement impact

The following table details share-based compensation expense and the related income tax impacts for the thirteen and twenty-six weeks ended July 30, 2022 and July 31, 2021:
Thirteen Weeks EndedTwenty-Six Weeks Ended
(in thousands)July 30, 2022July 31, 2021July 30, 2022July 31, 2021
Share-based compensation expense$7,760 $6,487 $16,116 $14,937 
Income tax benefit associated with share-based compensation expense recognized1,015 1,388 $1,980 $1,686 

The following table details discrete income tax benefits and charges related to share-based compensation awards during the thirteen and twenty-six weeks ended July 30, 2022 and July 31, 2021:
Thirteen Weeks EndedTwenty-Six Weeks Ended
(in thousands)July 30, 2022July 31, 2021July 30, 2022July 31, 2021
Income tax discrete (charges) benefits realized for tax deductions related to the issuance of shares$(113)$826 $1,998 $4,016 
Income tax discrete (charges) benefits realized upon cancellation of stock appreciation rights(8) (203)(3)
Total income tax discrete (charges) benefits related to share-based compensation awards