ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
30-0641353
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
|
|
|
933 MacArthur Boulevard, Mahwah, New Jersey
|
|
07430
|
(Address of principal executive offices)
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|
(Zip Code)
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Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
ASNA
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The Nasdaq Global Select Market
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PART I. FINANCIAL INFORMATION (Unaudited)
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Page
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Item 1.
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Condensed Financial Statements:
|
|
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|
Condensed Consolidated Balance Sheets
|
|
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Condensed Consolidated Statements of Operations
|
|
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Condensed Consolidated Statements of Comprehensive Loss
|
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Condensed Consolidated Statements of Cash Flows
|
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Condensed Consolidated Statements of Equity
|
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Notes to Condensed Consolidated Financial Statements
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4.
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Controls and Procedures
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PART II. OTHER INFORMATION
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||
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Item 1.
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Legal Proceedings
|
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Item 1A.
|
Risk Factors
|
|
|
|
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Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
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Item 6.
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Exhibits
|
|
|
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Signatures
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
May 4,
2019 |
|
April 28,
2018 |
||||||||
|
(millions, except per share data)
(unaudited)
|
||||||||||||||
Net sales
|
$
|
1,265.7
|
|
|
$
|
1,266.7
|
|
|
$
|
4,039.2
|
|
|
$
|
4,046.9
|
|
Cost of goods sold
|
(543.4
|
)
|
|
(513.5
|
)
|
|
(1,767.1
|
)
|
|
(1,696.9
|
)
|
||||
Gross margin
|
722.3
|
|
|
753.2
|
|
|
2,272.1
|
|
|
2,350.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||
Buying, distribution and occupancy expenses
|
(276.3
|
)
|
|
(280.0
|
)
|
|
(845.1
|
)
|
|
(858.1
|
)
|
||||
Selling, general and administrative expenses
|
(476.2
|
)
|
|
(426.4
|
)
|
|
(1,363.2
|
)
|
|
(1,307.6
|
)
|
||||
Acquisition and integration expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
||||
Restructuring and other related charges
|
(7.1
|
)
|
|
(18.1
|
)
|
|
(29.1
|
)
|
|
(58.9
|
)
|
||||
Impairment of goodwill
|
(115.1
|
)
|
|
—
|
|
|
(115.1
|
)
|
|
—
|
|
||||
Impairment of other intangible assets
|
(25.0
|
)
|
|
—
|
|
|
(25.0
|
)
|
|
—
|
|
||||
Depreciation and amortization expense
|
(71.6
|
)
|
|
(77.2
|
)
|
|
(221.5
|
)
|
|
(240.1
|
)
|
||||
Total other operating expenses
|
(971.3
|
)
|
|
(801.7
|
)
|
|
(2,599.0
|
)
|
|
(2,470.1
|
)
|
||||
Operating loss
|
(249.0
|
)
|
|
(48.5
|
)
|
|
(326.9
|
)
|
|
(120.1
|
)
|
||||
Interest expense
|
(27.2
|
)
|
|
(28.4
|
)
|
|
(80.1
|
)
|
|
(82.2
|
)
|
||||
Interest income and other income (expense), net
|
0.1
|
|
|
(0.1
|
)
|
|
1.9
|
|
|
1.3
|
|
||||
Loss from continuing operations before benefit for income taxes
|
(276.1
|
)
|
|
(77.0
|
)
|
|
(405.1
|
)
|
|
(201.0
|
)
|
||||
Benefit for income taxes from continuing operations
|
31.9
|
|
|
17.9
|
|
|
43.7
|
|
|
42.8
|
|
||||
Loss from continuing operations
|
(244.2
|
)
|
|
(59.1
|
)
|
|
(361.4
|
)
|
|
(158.2
|
)
|
||||
Income from discontinued operations, net of taxes
(a)
|
6.3
|
|
|
18.9
|
|
|
57.9
|
|
|
85.3
|
|
||||
Net loss
|
$
|
(237.9
|
)
|
|
$
|
(40.2
|
)
|
|
$
|
(303.5
|
)
|
|
$
|
(72.9
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income per common share - basic:
|
|
|
|
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(1.24
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(1.83
|
)
|
|
$
|
(0.81
|
)
|
Discontinued operations
|
0.04
|
|
|
0.10
|
|
|
0.29
|
|
|
0.44
|
|
||||
Total net loss per basic common share
|
$
|
(1.20
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(1.54
|
)
|
|
$
|
(0.37
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income per common share - diluted:
|
|
|
|
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(1.24
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(1.83
|
)
|
|
$
|
(0.81
|
)
|
Discontinued operations
|
0.04
|
|
|
0.10
|
|
|
0.29
|
|
|
0.44
|
|
||||
Total net loss per diluted common share
|
$
|
(1.20
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(1.54
|
)
|
|
$
|
(0.37
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
197.6
|
|
|
196.2
|
|
|
197.3
|
|
|
195.9
|
|
||||
Diluted
|
197.6
|
|
|
196.2
|
|
|
197.3
|
|
|
195.9
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
May 4,
2019 |
|
April 28,
2018 |
||||||||
|
(millions)
(unaudited)
|
||||||||||||||
Net loss
|
$
|
(237.9
|
)
|
|
$
|
(40.2
|
)
|
|
$
|
(303.5
|
)
|
|
$
|
(72.9
|
)
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(0.7
|
)
|
|
(2.7
|
)
|
|
(1.1
|
)
|
|
(2.0
|
)
|
||||
Total other comprehensive loss
|
(0.7
|
)
|
|
(2.7
|
)
|
|
(1.1
|
)
|
|
(2.0
|
)
|
||||
Total comprehensive loss
|
$
|
(238.6
|
)
|
|
$
|
(42.9
|
)
|
|
$
|
(304.6
|
)
|
|
$
|
(74.9
|
)
|
|
Nine Months Ended
|
||||||
|
May 4,
2019 |
|
April 28,
2018 |
||||
|
(millions)
(unaudited)
|
||||||
Cash flows from operating activities:
|
|
||||||
Net loss
|
$
|
(303.5
|
)
|
|
$
|
(72.9
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization expense
|
243.4
|
|
|
264.7
|
|
||
Deferred income tax benefit
|
(13.7
|
)
|
|
(32.9
|
)
|
||
Deferred rent and other occupancy costs
|
(30.1
|
)
|
|
(36.0
|
)
|
||
Stock-based compensation expense
|
10.5
|
|
|
15.2
|
|
||
Impairment of goodwill
|
115.1
|
|
|
—
|
|
||
Impairment of other intangible assets
|
25.0
|
|
|
—
|
|
||
Impairment of tangible assets
|
37.4
|
|
|
41.9
|
|
||
Non-cash interest expense
|
7.4
|
|
|
9.0
|
|
||
Gain on sale of fixed assets
|
(0.3
|
)
|
|
(1.7
|
)
|
||
Other non-cash income, net
|
(4.0
|
)
|
|
(5.6
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Inventories
|
(118.2
|
)
|
|
(28.4
|
)
|
||
Accounts payable, accrued liabilities and income tax liabilities
|
(81.1
|
)
|
|
(34.5
|
)
|
||
Deferred income
|
33.0
|
|
|
23.8
|
|
||
Lease-related liabilities
|
8.3
|
|
|
15.6
|
|
||
Other balance sheet changes, net
|
42.1
|
|
|
(16.0
|
)
|
||
Cash (used in) provided by operating activities
|
(28.7
|
)
|
|
142.2
|
|
||
Cash flows used in investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(103.8
|
)
|
|
(132.3
|
)
|
||
Proceeds from the sale of assets
|
1.0
|
|
|
13.8
|
|
||
Proceeds from the settlement of corporate-owned life insurance policies
|
—
|
|
|
37.5
|
|
||
Cash flows used in investing activities
|
(102.8
|
)
|
|
(81.0
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Redemptions and repayments of term loan
|
—
|
|
|
(22.5
|
)
|
||
Proceeds from revolver borrowings
|
28.1
|
|
|
518.0
|
|
||
Repayments of revolver borrowings
|
(28.1
|
)
|
|
(518.0
|
)
|
||
Payment of deferred financing costs
|
—
|
|
|
(1.0
|
)
|
||
Tax payments related to share-based awards
|
(0.6
|
)
|
|
(0.3
|
)
|
||
Proceeds from stock options exercised and employee stock purchases
|
0.6
|
|
|
—
|
|
||
Cash flows used in financing activities
|
—
|
|
|
(23.8
|
)
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(131.5
|
)
|
|
37.4
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
240.1
|
|
|
326.6
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
108.6
|
|
|
$
|
364.0
|
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total
Equity
|
|||||||||||||
Fiscal 2019
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
|
(millions)
|
|||||||||||||||||||||
|
|
(unaudited)
|
|||||||||||||||||||||
Balance, August 4, 2018
|
|
196.3
|
|
|
$
|
2.0
|
|
|
$
|
1,088.2
|
|
|
$
|
(278.8
|
)
|
|
$
|
(12.9
|
)
|
|
$
|
798.5
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
|||||
Total other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||||
Shares issued and equity grants made pursuant to stock-based compensation plans
|
|
1.1
|
|
|
—
|
|
|
4.8
|
|
|
(0.5
|
)
|
|
—
|
|
|
4.3
|
|
|||||
Cumulative effect of change in accounting upon adoption of ASC Topic 606
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
4.9
|
|
|||||
Balance, November 3, 2018
|
|
197.4
|
|
|
2.0
|
|
|
1,093.0
|
|
|
(268.5
|
)
|
|
(13.3
|
)
|
|
813.2
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71.5
|
)
|
|
—
|
|
|
(71.5
|
)
|
|||||
Shares issued and equity grants made pursuant to stock-based compensation plans
|
|
0.2
|
|
|
—
|
|
|
3.8
|
|
|
(0.1
|
)
|
|
—
|
|
|
3.7
|
|
|||||
Balance, February 2, 2019
|
|
197.6
|
|
|
2.0
|
|
|
1,096.8
|
|
|
(340.1
|
)
|
|
(13.3
|
)
|
|
745.4
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(237.9
|
)
|
|
—
|
|
|
(237.9
|
)
|
|||||
Total other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|||||
Shares issued and equity grants made pursuant to stock-based compensation plans
|
|
0.2
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|||||
Balance, May 4, 2019
|
|
197.8
|
|
|
$
|
2.0
|
|
|
$
|
1,099.3
|
|
|
$
|
(578.0
|
)
|
|
$
|
(14.0
|
)
|
|
$
|
509.3
|
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total
Equity
|
|||||||||||||
Fiscal 2018
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
|
(millions)
|
|||||||||||||||||||||
|
|
(unaudited)
|
|||||||||||||||||||||
Balance, July 29, 2017
|
|
195.1
|
|
|
$
|
2.0
|
|
|
$
|
1,068.2
|
|
|
$
|
(238.8
|
)
|
|
$
|
(10.4
|
)
|
|
$
|
821.0
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
6.6
|
|
|||||
Total other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
(2.0
|
)
|
|||||
Shares issued and equity grants made pursuant to stock-based compensation plans
|
|
0.9
|
|
|
—
|
|
|
6.0
|
|
|
(0.2
|
)
|
|
—
|
|
|
5.8
|
|
|||||
Balance, October 28, 2017
|
|
196.0
|
|
|
2.0
|
|
|
1,074.2
|
|
|
(232.4
|
)
|
|
(12.4
|
)
|
|
831.4
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.3
|
)
|
|
—
|
|
|
(39.3
|
)
|
|||||
Total other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
|||||
Shares issued and equity grants made pursuant to stock-based compensation plans
|
|
0.2
|
|
|
—
|
|
|
4.8
|
|
|
(0.1
|
)
|
|
—
|
|
|
4.7
|
|
|||||
Balance, January 27, 2018
|
|
196.2
|
|
|
2.0
|
|
|
1,079.0
|
|
|
(271.8
|
)
|
|
(9.7
|
)
|
|
799.5
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.2
|
)
|
|
—
|
|
|
(40.2
|
)
|
|||||
Total other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
(2.7
|
)
|
|||||
Shares issued and equity grants made pursuant to stock-based compensation plans
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|||||
Balance, April 28, 2018
|
|
196.2
|
|
|
$
|
2.0
|
|
|
$
|
1,083.4
|
|
|
$
|
(312.0
|
)
|
|
$
|
(12.4
|
)
|
|
$
|
761.0
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
May 4,
2019 |
|
April 28,
2018 |
||||||||
|
(millions, unaudited)
|
||||||||||||||
Net sales
|
$
|
238.3
|
|
|
$
|
236.6
|
|
|
$
|
749.4
|
|
|
$
|
765.1
|
|
Depreciation and amortization expense
|
(6.6
|
)
|
|
(7.7
|
)
|
|
(21.9
|
)
|
|
(24.6
|
)
|
||||
Operating income
|
32.0
|
|
|
25.4
|
|
|
97.0
|
|
|
101.3
|
|
||||
Pretax income from discontinued operations
|
32.2
|
|
|
25.5
|
|
|
97.5
|
|
|
101.8
|
|
||||
Income tax expense
|
(25.9
|
)
|
|
(6.6
|
)
|
|
(39.6
|
)
|
|
(16.5
|
)
|
||||
Income from discontinued operations, net of tax
|
$
|
6.3
|
|
|
$
|
18.9
|
|
|
$
|
57.9
|
|
|
$
|
85.3
|
|
|
May 4,
2019 |
|
August 4,
2018 |
||||
|
(millions, unaudited)
|
||||||
Cash and cash equivalents
|
$
|
6.6
|
|
|
$
|
7.9
|
|
Inventories
|
101.4
|
|
|
87.8
|
|
||
Prepaid expenses and other current assets
|
20.4
|
|
|
19.1
|
|
||
Property and equipment, net
|
72.5
|
|
|
98.5
|
|
||
Goodwill
|
93.5
|
|
|
93.5
|
|
||
Other intangible assets, net
|
89.0
|
|
|
89.0
|
|
||
Other assets
|
5.0
|
|
|
5.5
|
|
||
Total assets related to discontinued operations
|
$
|
388.4
|
|
|
$
|
401.3
|
|
|
|
|
|
||||
Accounts payable and other current liabilities
|
$
|
82.8
|
|
|
$
|
83.6
|
|
Lease-related liabilities
|
48.5
|
|
|
54.4
|
|
||
Other liabilities
|
26.5
|
|
|
28.2
|
|
||
Total liabilities related to discontinued operations
|
$
|
157.8
|
|
|
$
|
166.2
|
|
|
Nine Months Ended
|
||||||
|
May 4,
2019 |
|
April 28,
2018 |
||||
|
(millions, unaudited)
|
||||||
Cash provided by operations of discontinued operations
|
$
|
59.2
|
|
|
$
|
97.9
|
|
Cash used by investing activities of discontinued operations
|
(2.7
|
)
|
|
(5.4
|
)
|
|
|
Three Months Ended May 4, 2019
|
||||||||||
|
|
As Reported
|
|
Balances Without Adoption of ASU 2014-09
|
|
Impact of Adoption
|
||||||
|
|
(millions)
|
||||||||||
Net sales
|
|
$
|
1,265.7
|
|
|
$
|
1,276.3
|
|
|
$
|
(10.6
|
)
|
Cost of goods sold
|
|
(543.4
|
)
|
|
(552.6
|
)
|
|
9.2
|
|
|||
Gross margin
|
|
722.3
|
|
|
723.7
|
|
|
(1.4
|
)
|
|||
|
|
|
|
|
|
|
||||||
Operating loss
|
|
(249.0
|
)
|
|
(247.6
|
)
|
|
(1.4
|
)
|
|||
|
|
|
|
|
|
|
||||||
Loss from continuing operations before benefit for income taxes
|
|
(276.1
|
)
|
|
(274.7
|
)
|
|
(1.4
|
)
|
|||
Benefit for income taxes from continuing operations
|
|
31.9
|
|
|
31.6
|
|
|
0.3
|
|
|||
Loss from continuing operations
|
|
(244.2
|
)
|
|
(243.1
|
)
|
|
(1.1
|
)
|
|||
Income from discontinued operations, net of tax
|
|
6.3
|
|
|
7.8
|
|
|
(1.5
|
)
|
|||
Net loss
|
|
$
|
(237.9
|
)
|
|
$
|
(235.3
|
)
|
|
$
|
(2.6
|
)
|
|
|
Nine Months Ended May 4, 2019
|
||||||||||
|
|
As Reported
|
|
Balances Without Adoption of ASU 2014-09
|
|
Impact of Adoption
|
||||||
|
|
(millions)
|
||||||||||
Net sales
|
|
$
|
4,039.2
|
|
|
$
|
4,051.8
|
|
|
$
|
(12.6
|
)
|
Cost of goods sold
|
|
(1,767.1
|
)
|
|
(1,769.9
|
)
|
|
2.8
|
|
|||
Gross margin
|
|
2,272.1
|
|
|
2,281.9
|
|
|
(9.8
|
)
|
|||
|
|
|
|
|
|
|
||||||
Operating loss
|
|
(326.9
|
)
|
|
(317.1
|
)
|
|
(9.8
|
)
|
|||
|
|
|
|
|
|
|
||||||
Loss from continuing operations before benefit for income taxes
|
|
(405.1
|
)
|
|
(395.3
|
)
|
|
(9.8
|
)
|
|||
Benefit for income taxes from continuing operations
|
|
43.7
|
|
|
41.4
|
|
|
2.3
|
|
|||
Loss from continuing operations
|
|
(361.4
|
)
|
|
(353.9
|
)
|
|
(7.5
|
)
|
|||
Income from discontinued operations, net of tax
|
|
57.9
|
|
|
59.7
|
|
|
(1.8
|
)
|
|||
Net loss
|
|
$
|
(303.5
|
)
|
|
$
|
(294.2
|
)
|
|
$
|
(9.3
|
)
|
|
|
May 4, 2019
|
||||||||||
|
|
As Reported
|
|
Balances Without Adoption of ASU 2014-09
|
|
Impact of Adoption
|
||||||
|
|
(millions)
|
||||||||||
Assets
|
|
|
|
|
|
|
||||||
Inventories
|
|
$
|
654.0
|
|
|
$
|
637.8
|
|
|
$
|
16.2
|
|
Prepaid expenses and other current assets
|
|
213.7
|
|
|
202.8
|
|
|
10.9
|
|
|||
Assets related to discontinued operations
|
|
388.4
|
|
|
386.2
|
|
|
2.2
|
|
|||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|||||
Accrued expenses and other current liabilities
|
|
315.1
|
|
|
299.5
|
|
|
15.6
|
|
|||
Liabilities related to discontinued operations
|
|
157.8
|
|
|
153.0
|
|
|
4.8
|
|
|||
Deferred income
|
|
140.9
|
|
|
127.6
|
|
|
13.3
|
|
|||
Accumulated deficit
|
|
(578.0
|
)
|
|
(582.4
|
)
|
|
(4.4
|
)
|
|
|
As Reported August 4, 2018
|
|
Balances After Adoption of ASU 2014-09
|
|
Impact of Adoption
|
||||||
|
|
(millions)
|
||||||||||
Assets
|
|
|
|
|
|
|
||||||
Inventories
|
|
$
|
535.1
|
|
|
$
|
548.5
|
|
|
$
|
13.4
|
|
Prepaid expenses and other current assets
|
|
229.4
|
|
|
249.3
|
|
|
19.9
|
|
|||
Assets related to discontinued operations
|
|
401.3
|
|
|
404.3
|
|
|
3.0
|
|
|||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
||||||
Accrued expenses and other current liabilities
|
|
304.0
|
|
|
319.1
|
|
|
15.1
|
|
|||
Liabilities related to discontinued operations
|
|
166.2
|
|
|
170.0
|
|
|
3.8
|
|
|||
Deferred income
|
|
108.4
|
|
|
120.9
|
|
|
12.5
|
|
|||
Accumulated deficit
|
|
(278.8
|
)
|
|
(273.9
|
)
|
|
4.9
|
|
Reconciliation of cash, cash equivalents and restricted cash:
|
|
May 4,
2019 |
|
August 4,
2018 |
|
April 28,
2018 |
|
July 29,
2017 |
||||||||
Cash and cash equivalents
|
|
$
|
100.8
|
|
|
$
|
231.0
|
|
|
$
|
344.5
|
|
|
$
|
306.3
|
|
Restricted cash included in other current assets
|
|
1.2
|
|
|
1.2
|
|
|
1.2
|
|
|
1.0
|
|
||||
Cash included in discontinued operations
|
|
6.6
|
|
|
7.9
|
|
|
18.3
|
|
|
19.3
|
|
||||
Total cash, cash equivalents and restricted cash
|
|
$
|
108.6
|
|
|
$
|
240.1
|
|
|
$
|
364.0
|
|
|
$
|
326.6
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
May 4,
2019 |
|
April 28,
2018 |
|
May 4,
2019 |
|
April 28,
2018 |
||||
Apparel
|
|
87
|
%
|
|
86
|
%
|
|
83
|
%
|
|
83
|
%
|
Accessories
|
|
11
|
%
|
|
12
|
%
|
|
13
|
%
|
|
14
|
%
|
Other
|
|
2
|
%
|
|
2
|
%
|
|
4
|
%
|
|
3
|
%
|
Total net sales
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Premium Fashion
(a)
|
|
Plus Fashion
(b)
|
|
Kids Fashion
|
|
Total
(c)
|
||||||||
|
|
(millions)
|
||||||||||||||
Balance at August 4, 2018
|
|
$
|
305.0
|
|
|
$
|
115.1
|
|
|
$
|
169.4
|
|
|
$
|
589.5
|
|
Impairment losses
|
|
—
|
|
|
(115.1
|
)
|
|
—
|
|
|
(115.1
|
)
|
||||
Balance at May 4, 2019
|
|
$
|
305.0
|
|
|
$
|
—
|
|
|
$
|
169.4
|
|
|
$
|
474.4
|
|
|
May 4, 2019
|
|
August 4, 2018
|
||||||||||||||||||||
Description
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Intangible assets subject to amortization
(a)
:
|
(millions)
|
||||||||||||||||||||||
Proprietary technology
|
$
|
4.8
|
|
|
$
|
(4.8
|
)
|
|
$
|
—
|
|
|
$
|
4.8
|
|
|
$
|
(4.8
|
)
|
|
$
|
—
|
|
Customer relationships
|
52.0
|
|
|
(45.0
|
)
|
|
7.0
|
|
|
52.0
|
|
|
(39.7
|
)
|
|
12.3
|
|
||||||
Favorable leases
|
38.2
|
|
|
(26.1
|
)
|
|
12.1
|
|
|
38.2
|
|
|
(21.3
|
)
|
|
16.9
|
|
||||||
Trade names
|
5.3
|
|
|
(5.3
|
)
|
|
—
|
|
|
5.3
|
|
|
(5.3
|
)
|
|
—
|
|
||||||
Total intangible assets subject to amortization
|
100.3
|
|
|
(81.2
|
)
|
|
19.1
|
|
|
100.3
|
|
|
(71.1
|
)
|
|
29.2
|
|
||||||
Intangible assets not subject to amortization
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Brands and trade names
(b) (c)
|
361.9
|
|
|
—
|
|
|
361.9
|
|
|
386.9
|
|
|
—
|
|
|
386.9
|
|
||||||
Franchise rights
|
10.9
|
|
|
—
|
|
|
10.9
|
|
|
10.9
|
|
|
—
|
|
|
10.9
|
|
||||||
Total intangible assets not subject to amortization
|
372.8
|
|
|
—
|
|
|
372.8
|
|
|
397.8
|
|
|
—
|
|
|
397.8
|
|
||||||
Total intangible assets
|
$
|
473.1
|
|
|
$
|
(81.2
|
)
|
|
$
|
391.9
|
|
|
$
|
498.1
|
|
|
$
|
(71.1
|
)
|
|
$
|
427.0
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
May 4,
2019 |
|
April 28,
2018 |
||||||||
|
(millions)
|
|
(millions)
|
||||||||||||
Premium Fashion
(a)
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
0.4
|
|
|
$
|
2.0
|
|
Plus Fashion
(a) (b)
|
16.3
|
|
|
0.4
|
|
|
17.4
|
|
|
3.4
|
|
||||
Kids Fashion
|
0.4
|
|
|
0.4
|
|
|
0.9
|
|
|
1.6
|
|
||||
Value Fashion
(a) (c)
|
15.6
|
|
|
17.1
|
|
|
16.1
|
|
|
20.0
|
|
||||
Total impairment charges
|
$
|
32.3
|
|
|
$
|
19.9
|
|
|
$
|
34.8
|
|
|
$
|
27.0
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
May 4,
2019 |
|
April 28,
2018 |
||||||||
|
(millions)
|
|
(millions)
|
||||||||||||
Cash restructuring charges:
|
|
|
|
|
|
|
|
||||||||
Severance and benefit costs
(a)
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
0.4
|
|
|
$
|
6.4
|
|
Other related charges
(b)
|
7.1
|
|
|
13.1
|
|
|
28.7
|
|
|
43.2
|
|
||||
Total cash charges
|
7.1
|
|
|
12.5
|
|
|
29.1
|
|
|
49.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Non-cash charges:
|
|
|
|
|
|
|
|
||||||||
Impairment of assets
(c)
|
—
|
|
|
5.6
|
|
|
—
|
|
|
9.3
|
|
||||
Total non-cash charges
|
—
|
|
|
5.6
|
|
|
—
|
|
|
9.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total restructuring and other related charges
|
$
|
7.1
|
|
|
$
|
18.1
|
|
|
$
|
29.1
|
|
|
$
|
58.9
|
|
|
Severance and benefit costs
|
|
Other related charges
|
|
Total
|
||||||
|
(millions)
|
||||||||||
Balance at August 4, 2018
|
$
|
4.0
|
|
|
$
|
6.0
|
|
|
$
|
10.0
|
|
Additions charged to expense
(a)
|
5.1
|
|
|
28.7
|
|
|
33.8
|
|
|||
Cash payments
|
(3.3
|
)
|
|
(34.5
|
)
|
|
(37.8
|
)
|
|||
Balance at May 4, 2019
|
$
|
5.8
|
|
|
$
|
0.2
|
|
|
$
|
6.0
|
|
|
May 4,
2019 |
|
August 4,
2018 |
|
April 28,
2018 |
||||||
|
(millions)
|
||||||||||
Premium Fashion
|
$
|
286.6
|
|
|
$
|
212.2
|
|
|
$
|
218.5
|
|
Plus Fashion
|
181.5
|
|
|
153.0
|
|
|
176.1
|
|
|||
Kids Fashion
|
91.2
|
|
|
103.8
|
|
|
72.1
|
|
|||
Value Fashion
|
94.7
|
|
|
66.1
|
|
|
99.4
|
|
|||
Total inventories
|
$
|
654.0
|
|
|
$
|
535.1
|
|
|
$
|
566.1
|
|
Debt consists of the following:
|
May 4,
2019 |
|
August 4,
2018 |
||||
|
(millions)
|
||||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Less: unamortized debt issuance costs
(a)
|
(3.5
|
)
|
|
(4.3
|
)
|
||
|
(3.5
|
)
|
|
(4.3
|
)
|
||
|
|
|
|
|
|
||
Term loan
|
1,371.5
|
|
|
1,371.5
|
|
||
Less: unamortized original issue discount
(b)
|
(14.9
|
)
|
|
(18.0
|
)
|
||
unamortized debt issuance costs
(b)
|
(17.0
|
)
|
|
(20.5
|
)
|
||
|
1,339.6
|
|
|
1,333.0
|
|
||
Total long-term debt
|
$
|
1,336.1
|
|
|
$
|
1,328.7
|
|
Fiscal Year
|
|
Amount
|
||
|
|
(millions)
|
||
2019
|
|
$
|
—
|
|
2020
|
|
—
|
|
|
2021
|
|
66.5
|
|
|
2022
|
|
90.0
|
|
|
2023
|
|
1,215.0
|
|
|
Total maturities
|
|
$
|
1,371.5
|
|
Interest Rate Derivative
|
|
Number of Instruments
|
|
Notional Agreement Principal Amount
|
|
Interest Rate
|
|
Maturity Date
|
Interest rate swap
|
|
One
|
|
$600.0 Million
|
|
6.85%
|
|
March 31, 2021
|
Level 1
|
Quoted prices for identical instruments in active markets;
|
Level 2
|
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are recently traded (not active); and
|
Level 3
|
Instruments with little, if any, market activity are valued using significant unobservable inputs or valuation techniques.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
May 4,
2019 |
|
April 28,
2018 |
||||
|
(millions)
|
|
(millions)
|
||||||||
Basic
|
197.6
|
|
|
196.2
|
|
|
197.3
|
|
|
195.9
|
|
Dilutive effect of stock options and restricted stock units
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Diluted shares
|
197.6
|
|
|
196.2
|
|
|
197.3
|
|
|
195.9
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
May 4,
2019 |
|
April 28,
2018 |
||||||||
|
(millions)
|
|
(millions)
|
||||||||||||
Compensation expense
|
$
|
2.2
|
|
|
$
|
4.4
|
|
|
$
|
10.5
|
|
|
$
|
15.2
|
|
Income tax benefit
|
$
|
0.5
|
|
|
$
|
0.9
|
|
|
$
|
2.2
|
|
|
$
|
4.1
|
|
|
Nine Months Ended
|
||||||
|
May 4,
2019 |
|
April 28,
2018 |
||||
Expected term (years)
|
5.2
|
|
|
5.1
|
|
||
Expected volatility
|
47.5
|
%
|
|
43.9
|
%
|
||
Risk-free interest rate
|
2.9
|
%
|
|
2.0
|
%
|
||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
||
Weighted-average grant date fair value
|
$
|
1.77
|
|
|
$
|
0.97
|
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Terms
|
|
Aggregate
Intrinsic
Value
(a)
|
|||||
|
(thousands)
|
|
|
|
|
(years)
|
|
(millions)
|
||||
Options outstanding – August 4, 2018
|
19,307.9
|
|
|
$
|
8.97
|
|
|
4.2
|
|
$
|
9.3
|
|
Granted
|
4,545.8
|
|
|
3.89
|
|
|
|
|
|
|||
Exercised
|
(40.2
|
)
|
|
2.37
|
|
|
|
|
|
|||
Canceled/Forfeited
|
(2,139.9
|
)
|
|
9.24
|
|
|
|
|
|
|||
Options outstanding – May 4, 2019
|
21,673.6
|
|
|
$
|
7.89
|
|
|
4.3
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|||||
Options vested and expected to vest at May 4, 2019
(b)
|
21,386.4
|
|
|
$
|
7.95
|
|
|
4.2
|
|
$
|
—
|
|
Options exercisable at May 4, 2019
|
13,091.6
|
|
|
$
|
10.69
|
|
|
3.3
|
|
$
|
—
|
|
(a)
|
The intrinsic value is the amount by which the market price at the end of the period of the underlying share of stock exceeds the exercise price of the stock option.
|
(b)
|
The number of options expected to vest takes into consideration estimated expected forfeitures.
|
|
Service-based
Restricted Equity Awards
|
|||||
|
Number of
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
Per Share
|
|||
|
(thousands)
|
|
|
|||
Nonvested at August 4, 2018
|
4,171.3
|
|
|
$
|
4.57
|
|
Granted
|
269.9
|
|
|
3.75
|
|
|
Vested
|
(1,240.5
|
)
|
|
6.40
|
|
|
Canceled/Forfeited
|
(50.7
|
)
|
|
9.33
|
|
|
Nonvested at May 4, 2019
|
3,150.0
|
|
|
$
|
3.72
|
|
•
|
Premium Fashion
segment – consists primarily of the specialty retail, outlet and direct channel operations of the
Ann Taylor
and
LOFT
brands.
|
•
|
Plus Fashion
segment – consists of the specialty retail, outlet and direct channel operations of the
Lane Bryant
and
Catherines
brands.
|
•
|
Kids Fashion
segment – consists of the specialty retail, outlet, direct channel and licensing operations of the
Justice
brand.
|
•
|
Value Fashion
segment – consists of the specialty retail, outlet and direct channel operations of the
dressbarn
brand.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
May 4,
2019 |
|
April 28,
2018 |
||||||||
|
(millions)
|
|
(millions)
|
||||||||||||
Net sales
(a)(b)
:
|
|
|
|
|
|
|
|
|
|
||||||
Premium Fashion
|
$
|
549.5
|
|
|
$
|
532.7
|
|
|
$
|
1,784.4
|
|
|
$
|
1,697.4
|
|
Plus Fashion
|
311.5
|
|
|
312.8
|
|
|
902.7
|
|
|
957.5
|
|
||||
Kids Fashion
|
227.4
|
|
|
233.8
|
|
|
820.1
|
|
|
822.5
|
|
||||
Value Fashion
|
177.3
|
|
|
187.4
|
|
|
532.0
|
|
|
569.5
|
|
||||
Total net sales
|
$
|
1,265.7
|
|
|
$
|
1,266.7
|
|
|
$
|
4,039.2
|
|
|
$
|
4,046.9
|
|
|
|
|
|
|
|
|
|
||||||||
Operating (loss)
(a)(b)
:
|
|
|
|
|
|
|
|
|
|
|
|||||
Premium Fashion
|
$
|
(5.6
|
)
|
|
$
|
22.5
|
|
|
$
|
44.8
|
|
|
$
|
50.0
|
|
Plus Fashion
|
(27.7
|
)
|
|
7.2
|
|
|
(72.8
|
)
|
|
(5.1
|
)
|
||||
Kids Fashion
|
(25.4
|
)
|
|
(5.1
|
)
|
|
(25.9
|
)
|
|
20.4
|
|
||||
Value Fashion
|
(43.1
|
)
|
|
(55.0
|
)
|
|
(103.8
|
)
|
|
(121.1
|
)
|
||||
Unallocated acquisition and integration expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
||||
Unallocated restructuring and other related charges
(c)
|
(7.1
|
)
|
|
(18.1
|
)
|
|
(29.1
|
)
|
|
(58.9
|
)
|
||||
Unallocated impairment of goodwill
|
(115.1
|
)
|
|
—
|
|
|
(115.1
|
)
|
|
—
|
|
||||
Unallocated impairment of other intangible assets
|
(25.0
|
)
|
|
—
|
|
|
(25.0
|
)
|
|
—
|
|
||||
Total operating (loss)
|
$
|
(249.0
|
)
|
|
$
|
(48.5
|
)
|
|
$
|
(326.9
|
)
|
|
$
|
(120.1
|
)
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense
(b)
:
|
|
|
|
|
|
|
|
|
|
|
|||||
Premium Fashion
|
$
|
29.8
|
|
|
$
|
32.7
|
|
|
$
|
93.9
|
|
|
$
|
100.1
|
|
Plus Fashion
|
16.0
|
|
|
16.4
|
|
|
48.6
|
|
|
50.8
|
|
||||
Kids Fashion
|
15.5
|
|
|
15.6
|
|
|
47.5
|
|
|
49.2
|
|
||||
Value Fashion
|
10.3
|
|
|
12.5
|
|
|
31.5
|
|
|
40.0
|
|
||||
Total depreciation and amortization expense
|
$
|
71.6
|
|
|
$
|
77.2
|
|
|
$
|
221.5
|
|
|
$
|
240.1
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
May 4,
2019 |
|
April 28,
2018 |
||||||||
|
(millions)
|
|
(millions)
|
||||||||||||
Cash related charges
(i)
:
|
|
|
|
|
|
|
|
|
|
||||||
Severance and benefit costs:
|
|
|
|
|
|
|
|
||||||||
Premium Fashion
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
0.2
|
|
|
$
|
1.3
|
|
Plus Fashion
|
0.8
|
|
|
(1.0
|
)
|
|
0.9
|
|
|
4.4
|
|
||||
Kids Fashion
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.2
|
|
||||
Value Fashion
|
—
|
|
|
0.1
|
|
|
0.6
|
|
|
(0.8
|
)
|
||||
Corporate
|
(0.8
|
)
|
|
0.2
|
|
|
(1.3
|
)
|
|
1.3
|
|
||||
Total severance and benefit costs
|
—
|
|
|
(0.6
|
)
|
|
0.4
|
|
|
6.4
|
|
||||
Professional fees and other related charges:
|
|
|
|
|
|
|
|
||||||||
Premium Fashion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Plus Fashion
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
2.2
|
|
||||
Value Fashion
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Corporate
|
6.6
|
|
|
13.1
|
|
|
28.3
|
|
|
41.0
|
|
||||
Total professional fees and other related charges
|
7.1
|
|
|
13.1
|
|
|
28.7
|
|
|
43.2
|
|
||||
Total cash related charges
|
7.1
|
|
|
12.5
|
|
|
29.1
|
|
|
49.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Non-cash charges:
|
|
|
|
|
|
|
|
||||||||
Impairment of assets:
|
|
|
|
|
|
|
|
||||||||
Premium Fashion
|
—
|
|
|
5.6
|
|
|
—
|
|
|
5.6
|
|
||||
Plus Fashion
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
||||
Value Fashion
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||
Total non-cash charges
|
—
|
|
|
5.6
|
|
|
—
|
|
|
9.3
|
|
||||
Total restructuring and other related charges
|
$
|
7.1
|
|
|
$
|
18.1
|
|
|
$
|
29.1
|
|
|
$
|
58.9
|
|
|
Nine Months Ended
|
||||||
Cash Interest and Taxes:
|
May 4,
2019 |
|
April 28,
2018 |
||||
|
(millions)
|
||||||
Cash paid for interest
|
$
|
72.7
|
|
|
$
|
79.4
|
|
Cash paid for income taxes
(a)
|
$
|
4.8
|
|
|
$
|
3.2
|
|
•
|
Comparable sales were essentially flat, reflecting an increase at our
Premium Fashion
segment, offset by declines at our other segments;
|
•
|
Gross margin as a percent of sales decreased to
57.1%
compared to
59.5%
in the year-ago period, primarily as a result of competitive pricing pressures, which are expected to continue into the fourth quarter of Fiscal 2019, along with higher markdown requirements needed to address elevated inventory levels;
|
•
|
Operating loss was
$249.0 million
compared to
$48.5 million
in the year-ago period, resulting primarily from the goodwill and intangible asset impairments discussed above and the decline in gross margin rate; and
|
•
|
Net loss from continuing operations per diluted share was
$1.24
, compared to
$0.30
in the year-ago period.
|
•
|
Cash used in operations was
$28.7 million
in Fiscal 2019 compared to cash provided by operations of
$142.2 million
in the year-ago period; and
|
•
|
Capital expenditures were
$103.8 million
compared to
$132.3 million
in the year-ago period.
|
|
Three Months Ended
|
|
|
|||||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
$ Change
|
|
% Change
|
|||||||
|
(millions, except per share data)
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,265.7
|
|
|
$
|
1,266.7
|
|
|
$
|
(1.0
|
)
|
|
(0.1
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Cost of goods sold
|
(543.4
|
)
|
|
(513.5
|
)
|
|
(29.9
|
)
|
|
(5.8
|
)%
|
|||
Cost of goods sold as % of net sales
|
42.9
|
%
|
|
40.5
|
%
|
|
|
|
|
|
|
|||
Gross margin
|
722.3
|
|
|
753.2
|
|
|
(30.9
|
)
|
|
(4.1
|
)%
|
|||
Gross margin as % of net sales
|
57.1
|
%
|
|
59.5
|
%
|
|
|
|
|
|
|
|||
Other operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Buying, distribution and occupancy expenses
|
(276.3
|
)
|
|
(280.0
|
)
|
|
3.7
|
|
|
1.3
|
%
|
|||
BD&O expenses as % of net sales
|
21.8
|
%
|
|
22.1
|
%
|
|
|
|
|
|
|
|||
Selling, general and administrative expenses
|
(476.2
|
)
|
|
(426.4
|
)
|
|
(49.8
|
)
|
|
(11.7
|
)%
|
|||
SG&A expenses as % of net sales
|
37.6
|
%
|
|
33.7
|
%
|
|
|
|
|
|
|
|||
Restructuring and other related charges
|
(7.1
|
)
|
|
(18.1
|
)
|
|
11.0
|
|
|
60.8
|
%
|
|||
Impairment of goodwill
|
(115.1
|
)
|
|
—
|
|
|
(115.1
|
)
|
|
NM
|
|
|||
Impairment of other intangible assets
|
(25.0
|
)
|
|
—
|
|
|
(25.0
|
)
|
|
NM
|
|
|||
Depreciation and amortization expense
|
(71.6
|
)
|
|
(77.2
|
)
|
|
5.6
|
|
|
7.3
|
%
|
|||
Total other operating expenses
|
(971.3
|
)
|
|
(801.7
|
)
|
|
(169.6
|
)
|
|
(21.2
|
)%
|
|||
Operating loss
|
(249.0
|
)
|
|
(48.5
|
)
|
|
(200.5
|
)
|
|
NM
|
|
|||
Operating loss as % of net sales
|
(19.7
|
)%
|
|
(3.8
|
)%
|
|
|
|
|
|
|
|||
Interest expense
|
(27.2
|
)
|
|
(28.4
|
)
|
|
1.2
|
|
|
4.2
|
%
|
|||
Interest income and other income (expense), net
|
0.1
|
|
|
(0.1
|
)
|
|
0.2
|
|
|
NM
|
|
|||
Loss from continuing operations before benefit for income taxes
|
(276.1
|
)
|
|
(77.0
|
)
|
|
(199.1
|
)
|
|
NM
|
|
|||
Benefit for income taxes from continuing operations
|
31.9
|
|
|
17.9
|
|
|
14.0
|
|
|
78.2
|
%
|
|||
Effective tax rate
(a)
|
11.6
|
%
|
|
23.2
|
%
|
|
|
|
|
|
|
|||
Loss from continuing operations
|
(244.2
|
)
|
|
(59.1
|
)
|
|
(185.1
|
)
|
|
NM
|
|
|||
Income from discontinued operations, net of taxes
(b)
|
6.3
|
|
|
18.9
|
|
|
(12.6
|
)
|
|
(66.7
|
)%
|
|||
Net loss
|
$
|
(237.9
|
)
|
|
$
|
(40.2
|
)
|
|
$
|
(197.7
|
)
|
|
NM
|
|
|
|
|
|
|
|
|
|
|||||||
Net (loss) income per common share - basic:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
(1.24
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.94
|
)
|
|
NM
|
|
Discontinued operations
|
0.04
|
|
|
0.10
|
|
|
(0.06
|
)
|
|
60.0
|
%
|
|||
Total net loss per basic common share
|
$
|
(1.20
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(1.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net (loss) income per common share - diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
(1.24
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.94
|
)
|
|
NM
|
|
Discontinued operations
|
0.04
|
|
|
0.10
|
|
|
(0.06
|
)
|
|
60.0
|
%
|
|||
Total net loss per diluted common share
|
$
|
(1.20
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(1.00
|
)
|
|
|
(a)
|
Effective tax rate is calculated by dividing the Benefit for income taxes from continuing operations by the Loss from continuing operations before benefit for income taxes.
|
(b)
|
Income from discontinued operations is presented net of income tax expense of
$25.9 million
and
$6.6 million
for the three months ended
May 4, 2019
and
April 28, 2018
, respectively.
|
|
Three Months Ended
|
|
|
|||||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
$ Change
|
|
% Change
|
|||||||
|
(millions)
|
|
|
|
|
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Premium Fashion
|
$
|
549.5
|
|
|
$
|
532.7
|
|
|
$
|
16.8
|
|
|
3.2
|
%
|
Plus Fashion
|
311.5
|
|
|
312.8
|
|
|
(1.3
|
)
|
|
(0.4
|
)%
|
|||
Kids Fashion
|
227.4
|
|
|
233.8
|
|
|
(6.4
|
)
|
|
(2.7
|
)%
|
|||
Value Fashion
|
177.3
|
|
|
187.4
|
|
|
(10.1
|
)
|
|
(5.4
|
)%
|
|||
Total net sales
|
$
|
1,265.7
|
|
|
$
|
1,266.7
|
|
|
$
|
(1.0
|
)
|
|
(0.1
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Comparable sales
(a)(b)
|
|
|
|
|
|
|
|
|
|
—
|
%
|
•
|
a
5%
comparable sales increase of
$17.9 million
at
LOFT
and a
5%
comparable sales increase of
$7.8 million
at
Ann Taylor
during the three months ended
May 4, 2019
;
|
•
|
a
$0.9 million
decline in non-comparable sales, primarily reflecting the impact of
12
net
Ann Taylor
store closures
in the last twelve months; and
|
•
|
an
$8.0 million
decrease in other revenues primarily reflecting the unfavorable timing related to the adoption of the new revenue recognition accounting standard and lower credit card program revenue.
|
•
|
a
2%
comparable sales decline of
$3.9 million
at
Lane Bryant
and a
6%
comparable sales decline of
$4.0 million
at
Catherines
during the three months ended
May 4, 2019
;
|
•
|
a
$4.1 million
increase in non-comparable sales, comprised of:
|
–
|
a
$2.5 million
increase from the net positive impact of the one week calendar shift resulting from the 53rd week recorded at the end of Fiscal 2018, offset in part by the impact of
21
net
Lane Bryant
store closures in the last twelve months; and
|
–
|
a
$1.6 million
increase from the net positive impact of the one week calendar shift resulting from the 53rd week recorded at the end of Fiscal 2018, offset in part by the impact of
19
Catherines
store closures in the last twelve months; and
|
•
|
a
$2.5 million
increase in other revenues primarily reflecting favorable timing related to the adoption of the new revenue recognition accounting standard.
|
•
|
a
5%
comparable sales decline of
$10.4 million
at
Justice
during the three months ended
May 4, 2019
;
|
•
|
a
$1.3 million
increase in non-comparable sales primarily due to the net positive impact of the one week calendar shift resulting from the 53rd week recorded at the end of Fiscal 2018, offset in part by the impact of
24
Justice
store closures in the last twelve months; and
|
•
|
a
$2.7 million
increase in other revenues primarily due to higher wholesale revenues.
|
•
|
a
4%
comparable sales decline of
$7.2 million
at
dressbarn
during the three months ended
May 4, 2019
;
|
•
|
a
$2.0 million
decline in non-comparable sales primarily due to
78
dressbarn
store closures in the last twelve months, offset in part by the net positive impact of the one week calendar shift resulting from the 53rd week recorded at the end of Fiscal 2018; and
|
•
|
a
$0.9 million
decrease in other revenues.
|
•
|
Premium Fashion
gross margin rate
performance declined by approximately 330 basis points, primarily reflecting increased promotional selling to address elevated inventory levels along with higher shipping costs related to increased direct channel penetration.
|
•
|
Plus Fashion
gross margin rate
performance declined by approximately 250 basis points, caused by:
|
–
|
a 300 basis point decline at
Lane Bryant,
primarily
reflecting higher levels of promotional selling and markdown requirements to clear under-performing assortment categories, and higher shipping costs related to increased direct channel penetration; and
|
–
|
a 50 basis point decline at
Catherines
, primarily reflecting higher shipping costs related to increased direct channel penetration.
|
•
|
Kids Fashion
gross margin
rate
performance declined approximately 470 basis points, primarily due to higher levels of promotional selling and markdown requirements to address elevated inventory levels and clear under-performing assortment categories.
|
•
|
Value Fashion
gross margin rate
performance increased approximately 300 basis points, primarily reflecting lower current year markdowns. Markdowns in the year-ago period reflected significant charges for certain slow-turning product categories.
|
|
Three Months Ended
|
|
|
|||||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
$ Change
|
|
% Change
|
|||||||
|
(millions)
|
|
|
|
|
|||||||||
Operating loss:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Premium Fashion
|
$
|
(5.6
|
)
|
|
$
|
22.5
|
|
|
$
|
(28.1
|
)
|
|
NM
|
|
Plus Fashion
|
(27.7
|
)
|
|
7.2
|
|
|
(34.9
|
)
|
|
NM
|
|
|||
Kids Fashion
|
(25.4
|
)
|
|
(5.1
|
)
|
|
(20.3
|
)
|
|
NM
|
|
|||
Value Fashion
|
(43.1
|
)
|
|
(55.0
|
)
|
|
11.9
|
|
|
21.6
|
%
|
|||
Unallocated restructuring and other related charges
|
(7.1
|
)
|
|
(18.1
|
)
|
|
11.0
|
|
|
60.8
|
%
|
|||
Unallocated impairment of goodwill
|
(115.1
|
)
|
|
—
|
|
|
(115.1
|
)
|
|
NM
|
|
|||
Unallocated impairment of other intangible assets
|
(25.0
|
)
|
|
—
|
|
|
(25.0
|
)
|
|
NM
|
|
|||
Total operating loss
|
$
|
(249.0
|
)
|
|
$
|
(48.5
|
)
|
|
$
|
(200.5
|
)
|
|
NM
|
|
|
Nine Months Ended
|
|
|
|||||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
$ Change
|
|
% Change
|
|||||||
|
(millions, except per share data)
|
|
|
|
|
|
||||||||
Net sales
|
$
|
4,039.2
|
|
|
$
|
4,046.9
|
|
|
$
|
(7.7
|
)
|
|
(0.2
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Cost of goods sold
|
(1,767.1
|
)
|
|
(1,696.9
|
)
|
|
(70.2
|
)
|
|
(4.1
|
)%
|
|||
Cost of goods sold as % of net sales
|
43.7
|
%
|
|
41.9
|
%
|
|
|
|
|
|
|
|||
Gross margin
|
2,272.1
|
|
|
2,350.0
|
|
|
(77.9
|
)
|
|
(3.3
|
)%
|
|||
Gross margin as % of net sales
|
56.3
|
%
|
|
58.1
|
%
|
|
|
|
|
|
|
|||
Other operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Buying, distribution and occupancy expenses
|
(845.1
|
)
|
|
(858.1
|
)
|
|
13.0
|
|
|
1.5
|
%
|
|||
BD&O expenses as % of net sales
|
20.9
|
%
|
|
21.2
|
%
|
|
|
|
|
|
|
|||
Selling, general and administrative expenses
|
(1,363.2
|
)
|
|
(1,307.6
|
)
|
|
(55.6
|
)
|
|
(4.3
|
)%
|
|||
SG&A expenses as % of net sales
|
33.7
|
%
|
|
32.3
|
%
|
|
|
|
|
|
|
|||
Acquisition and integration expenses
|
—
|
|
|
(5.4
|
)
|
|
5.4
|
|
|
NM
|
|
|||
Restructuring and other related charges
|
(29.1
|
)
|
|
(58.9
|
)
|
|
29.8
|
|
|
50.6
|
%
|
|||
Impairment of goodwill
|
(115.1
|
)
|
|
—
|
|
|
(115.1
|
)
|
|
NM
|
|
|||
Impairment of other intangible assets
|
(25.0
|
)
|
|
—
|
|
|
(25.0
|
)
|
|
NM
|
|
|||
Depreciation and amortization expense
|
(221.5
|
)
|
|
(240.1
|
)
|
|
18.6
|
|
|
7.7
|
%
|
|||
Total other operating expenses
|
(2,599.0
|
)
|
|
(2,470.1
|
)
|
|
(128.9
|
)
|
|
(5.2
|
)%
|
|||
Operating loss
|
(326.9
|
)
|
|
(120.1
|
)
|
|
(206.8
|
)
|
|
NM
|
|
|||
Operating loss as % of net sales
|
(8.1
|
)%
|
|
(3.0
|
)%
|
|
|
|
|
|
|
|||
Interest expense
|
(80.1
|
)
|
|
(82.2
|
)
|
|
2.1
|
|
|
2.6
|
%
|
|||
Interest income and other income, net
|
1.9
|
|
|
1.3
|
|
|
0.6
|
|
|
46.2
|
%
|
|||
Loss from continuing operations before benefit for income taxes
|
(405.1
|
)
|
|
(201.0
|
)
|
|
(204.1
|
)
|
|
NM
|
|
|||
Benefit for income taxes from continuing operations
|
43.7
|
|
|
42.8
|
|
|
0.9
|
|
|
2.1
|
%
|
|||
Effective tax rate
(a)
|
10.8
|
%
|
|
21.3
|
%
|
|
|
|
|
|
|
|||
Loss from continuing operations
|
(361.4
|
)
|
|
(158.2
|
)
|
|
(203.2
|
)
|
|
NM
|
|
|||
Income from discontinued operations, net of taxes
(b)
|
57.9
|
|
|
85.3
|
|
|
(27.4
|
)
|
|
(32.1
|
)%
|
|||
Net loss
|
$
|
(303.5
|
)
|
|
$
|
(72.9
|
)
|
|
$
|
(230.6
|
)
|
|
NM
|
|
|
|
|
|
|
|
|
|
|||||||
Net (loss) income per common share - basic:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
(1.83
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(1.02
|
)
|
|
NM
|
|
Discontinued operations
|
0.29
|
|
|
0.44
|
|
|
(0.15
|
)
|
|
(34.1
|
)%
|
|||
Total net loss per basic common share
|
$
|
(1.54
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(1.17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net (loss) income per common share - diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
(1.83
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(1.02
|
)
|
|
NM
|
|
Discontinued operations
|
0.29
|
|
|
0.44
|
|
|
(0.15
|
)
|
|
(34.1
|
)%
|
|||
Total net loss per diluted common share
|
$
|
(1.54
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(1.17
|
)
|
|
|
(a)
|
Effective tax rate is calculated by dividing the Benefit for income taxes from continuing operations by the Loss from continuing operations before benefit for income taxes.
|
(b)
|
Income from discontinued operations is presented net of income tax expense of
$39.6 million
and $
16.5 million
for the nine months ended
May 4, 2019
and
April 28, 2018
, respectively.
|
|
Nine Months Ended
|
|
|
|||||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
$ Change
|
|
% Change
|
|||||||
|
(millions)
|
|
|
|
|
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Premium Fashion
|
$
|
1,784.4
|
|
|
$
|
1,697.4
|
|
|
$
|
87.0
|
|
|
5.1
|
%
|
Plus Fashion
|
902.7
|
|
|
957.5
|
|
|
(54.8
|
)
|
|
(5.7
|
)%
|
|||
Kids Fashion
|
820.1
|
|
|
822.5
|
|
|
(2.4
|
)
|
|
(0.3
|
)%
|
|||
Value Fashion
|
532.0
|
|
|
569.5
|
|
|
(37.5
|
)
|
|
(6.6
|
)%
|
|||
Total net sales
|
$
|
4,039.2
|
|
|
$
|
4,046.9
|
|
|
$
|
(7.7
|
)
|
|
(0.2
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Comparable sales
(a)(b)(c)
|
|
|
|
|
|
|
|
|
|
2
|
%
|
(c)
|
During the first quarter of Fiscal 2019 and the first nine months of Fiscal 2018, vouchers distributed in the first quarter of Fiscal 2018 in connection with the
Justice
pricing litigation, discussed more fully in Note 16 to the condensed consolidated financial statements, continued to be redeemed through October 2018. Comparable sales related to these transactions includes the transaction value in excess of the voucher value.
|
•
|
an
8%
comparable sales increase of
$86.7 million
at
LOFT
and a
7%
comparable sales increase of
$37.3 million
at
Ann Taylor
during the nine months ended
May 4, 2019
;
|
•
|
a $24.6 million decline due to the inclusion of the additional week in the year-ago period;
|
•
|
an
$11.9 million
decline in non-comparable sales, primarily reflecting the impact of
12
net
Ann Taylor
store closures
in the last twelve months; and
|
•
|
a
$0.5 million
decrease in other revenues.
|
•
|
a
4%
comparable sales decline of
$28.3 million
at
Lane Bryant
and a
5%
comparable sales decline of
$9.0 million
at
Catherines
during the nine months ended
May 4, 2019
;
|
•
|
a
$12.9 million
decline in non-comparable sales, primarily comprised of:
|
–
|
an
$11.0 million
decline from
21
net
Lane Bryant
store closures in the last twelve months, and
|
–
|
a
$1.9 million
decline from
19
Catherines
store closures in the last twelve months; and
|
•
|
a
$4.6 million
decline in other revenues primarily reflecting unfavorable timing related to the adoption of the new revenue recognition accounting standard and lower revenue from the segment's private label credit card program.
|
•
|
a
3%
comparable sales increase of
$23.8 million
at
Justice
during the nine months ended
May 4, 2019
;
|
•
|
a
$39.6 million
decline in non-comparable sales primarily due to Fiscal 2019 including one less week of peak sales during the back-to-school shopping period compared to Fiscal 2018, which resulted from the 53
rd
week recorded at the end of Fiscal 2018, as well as
24
Justice
store closures in the last twelve months; and
|
•
|
a
$13.4 million
increase in other revenues primarily due to higher wholesale revenues.
|
•
|
a
3%
comparable sales decline of
$16.8 million
at
dressbarn
during the nine months ended
May 4, 2019
;
|
•
|
a
$20.3 million
decline in non-comparable sales primarily due to
78
dressbarn
store closures in the last twelve months; and
|
•
|
a
$0.4 million
decrease in other revenues.
|
•
|
Premium Fashion
gross margin rate
performance declined by approximately 90 basis points, primarily reflecting increased promotional selling to sell through the remaining Fall inventory and from the soft start of the Spring season along with higher shipping costs related to increased direct channel penetration.
|
•
|
Plus Fashion
gross margin rate
performance declined by approximately 240 basis points, caused by:
|
–
|
a 290 basis point decline at
Lane Bryant,
primarily reflecting higher levels of promotional selling and markdown requirements to clear under-performing inventory receipts, and higher shipping costs related to increased direct channel penetration, and
|
–
|
a 70 basis point decline at
Catherines,
primarily reflecting higher shipping costs related to increased direct channel penetration.
|
•
|
Kids Fashion
gross margin
rate
performance declined approximately 540 basis points as a result of the shift of a high margin, peak back-to-school selling week from the first quarter of Fiscal 2019 to the fourth quarter of Fiscal 2019 as a result of the 53
rd
week recorded at the end of Fiscal 2018, significant promotional selling and markdown requirements to address elevated inventory levels and clear under-performing assortment categories, and higher shipping costs related to increased direct channel penetration.
|
•
|
Value Fashion
gross margin rate
performance increased approximately 150 basis points, primarily reflecting lower levels of promotional selling and markdowns versus the year-ago period. Markdowns in the year-ago period reflected significant charges for certain slow-turning product categories.
|
|
Nine Months Ended
|
|
|
|||||||||||
|
May 4,
2019 |
|
April 28,
2018 |
|
$ Change
|
|
% Change
|
|||||||
|
(millions)
|
|
|
|
|
|||||||||
Operating loss:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Premium Fashion
|
$
|
44.8
|
|
|
$
|
50.0
|
|
|
$
|
(5.2
|
)
|
|
(10.4
|
)%
|
Plus Fashion
|
(72.8
|
)
|
|
(5.1
|
)
|
|
(67.7
|
)
|
|
NM
|
|
|||
Kids Fashion
|
(25.9
|
)
|
|
20.4
|
|
|
(46.3
|
)
|
|
NM
|
|
|||
Value Fashion
|
(103.8
|
)
|
|
(121.1
|
)
|
|
17.3
|
|
|
14.3
|
%
|
|||
Unallocated acquisition and integration expenses
|
—
|
|
|
(5.4
|
)
|
|
5.4
|
|
|
NM
|
|
|||
Unallocated restructuring and other related charges
|
(29.1
|
)
|
|
(58.9
|
)
|
|
29.8
|
|
|
50.6
|
%
|
|||
Unallocated impairment of goodwill
|
(115.1
|
)
|
|
—
|
|
|
(115.1
|
)
|
|
NM
|
|
|||
Unallocated impairment of other intangible assets
|
(25.0
|
)
|
|
—
|
|
|
(25.0
|
)
|
|
NM
|
|
|||
Total operating loss
|
$
|
(326.9
|
)
|
|
$
|
(120.1
|
)
|
|
$
|
(206.8
|
)
|
|
NM
|
|
|
Nine Months Ended
|
||||||
|
May 4,
2019 |
|
April 28,
2018 |
||||
|
(millions)
|
||||||
Cash (used in) provided by operating activities
|
(28.7
|
)
|
|
142.2
|
|
||
Cash flows used in investing activities
|
(102.8
|
)
|
|
(81.0
|
)
|
||
Cash flows used in financing activities
|
—
|
|
|
(23.8
|
)
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
$
|
(131.5
|
)
|
|
$
|
37.4
|
|
Period
|
|
Total
Number of
Shares
Purchased
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs
(a)
|
||||
Month # 1 (February 3, 2019 – March 2, 2019)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$ 181 million
|
Month # 2 (March 3, 2019 – April 6, 2019)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$ 181 million
|
Month # 3 (April 7, 2019 – May 4, 2019)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$ 181 million
|
Exhibit
|
|
Description
|
|
Stock Purchase Agreement, dated March 24, 2019, by and among Ascena Retail Group, Inc., Maurices Incorporated and Viking Brand Upper Holdings, L.P., is incorporated by reference to Exhibit 2.1 to the Form 8-K filed on March 27, 2019.
|
|
|
|
|
|
Employment Letter dated April 5, 2019 with Brian Lynch is incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 8, 2019. *
|
|
|
|
|
|
Termination and Separation Agreement and General Release dated May 1, 2019 with David Jaffe is incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 1, 2019.*
|
|
|
|
|
|
Employment Letter effective May 1, 2019 with Gary Muto is incorporated by reference to Exhibit 10.1 incorporated by reference to Exhibit 10.2 to the Form 8-K filed on May 1, 2019. *
|
|
|
|
|
|
Employment Letter effective May 1, 2019 with Carrie Teffner is incorporated by reference to Exhibit 10.3 to the Form 8-K filed on May 1, 2019. *
|
|
|
|
|
|
Retention Agreement effective May 1, 2019 with Robb Giammatteo is incorporated by reference to Exhibit 10.4 to the Form 8-K filed on May1, 2019. *
|
|
|
|
|
|
Retention Agreement effective May 1, 2019 with Dan Lamadrid. *
|
|
|
|
|
|
Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
|
|
|
|
Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
|
|
|
|
Certification of Gary Muto pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|
|
|
|
|
Certification of Robb Giammatteo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|
|
|
|
101.INS
|
|
XBRL Instance Document†
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document†
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document†
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document†
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document†
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document†
|
|
ASCENA RETAIL GROUP, INC.
|
|
|
Date: June 11, 2019
|
BY: /s/ Gary Muto
|
|
Gary Muto
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
Date: June 11, 2019
|
BY: /s/ Robb Giammatteo
|
|
Robb Giammatteo
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
/s/ Gary Muto
|
Gary Muto
|
Chief Executive Officer
|
/s/ Robb Giammatteo
|
Robb Giammatteo
|
Executive Vice President and Chief Financial Officer
|
/s/ Gary Muto
|
Gary Muto
|
Chief Executive Officer
|
Date: June 11, 2019
|
/s/ Robb Giammatteo
|
Robb Giammatteo
|
Executive Vice President and Chief Financial Officer
|
Date: June 11, 2019
|