þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 31-1469076 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
6301 Fitch Path, New Albany, OH | 43054 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Class A Common Stock | Outstanding at June 6, 2008 | |
$.01 Par Value | 86,912,557 Shares |
2
Thirteen Weeks Ended | ||||||||
May 3, 2008 | May 5, 2007 | |||||||
NET SALES |
$ | 800,178 | $ | 742,410 | ||||
Cost of Goods Sold |
266,012 | 255,141 | ||||||
GROSS PROFIT |
534,166 | 487,269 | ||||||
Stores and Distribution Expense |
341,788 | 308,238 | ||||||
Marketing, General and Administrative Expense |
104,698 | 90,175 | ||||||
Other Operating Income, Net |
(2,941 | ) | (3,854 | ) | ||||
OPERATING INCOME |
90,621 | 92,710 | ||||||
Interest Income, Net |
(7,646 | ) | (3,711 | ) | ||||
INCOME BEFORE INCOME TAXES |
98,267 | 96,421 | ||||||
Provision for Income Taxes |
36,151 | 36,340 | ||||||
NET INCOME |
$ | 62,116 | $ | 60,081 | ||||
NET INCOME PER SHARE: |
||||||||
BASIC |
$ | 0.72 | $ | 0.68 | ||||
DILUTED |
$ | 0.69 | $ | 0.65 | ||||
WEIGHTED-AVERAGE SHARES OUTSTANDING: |
||||||||
BASIC |
86,335 | 87,746 | ||||||
DILUTED |
90,138 | 92,292 | ||||||
DIVIDENDS DECLARED PER SHARE |
$ | 0.175 | $ | 0.175 | ||||
OTHER COMPREHENSIVE (LOSS)/INCOME |
||||||||
Cumulative Foreign Currency Translation Adjustments |
$ | (144 | ) | $ | 1,687 | |||
Unrealized Loss on Available-For-Sale Securities, net of taxes of
$139 and ($12) for the thirteen-week periods ended May 3, 2008 and May 5, 2007, respectively |
(19,023 | ) | (18 | ) | ||||
Other Comprehensive (Loss)/Income |
$ | (19,167 | ) | $ | 1,669 | |||
COMPREHENSIVE INCOME |
$ | 42,949 | $ | 61,750 | ||||
3
May 3, 2008 | February 2, 2008 | |||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash and Equivalents |
$ | 187,217 | $ | 118,044 | ||||
Marketable Securities |
| 530,486 | ||||||
Receivables |
68,643 | 53,801 | ||||||
Inventories |
347,628 | 333,153 | ||||||
Deferred Income Taxes |
38,160 | 36,128 | ||||||
Other Current Assets |
72,346 | 68,643 | ||||||
TOTAL CURRENT ASSETS |
713,994 | 1,140,255 | ||||||
PROPERTY AND EQUIPMENT, NET |
1,341,259 | 1,318,291 | ||||||
MARKETABLE SECURITIES |
318,136 | | ||||||
OTHER ASSETS |
112,454 | 109,052 | ||||||
TOTAL ASSETS |
$ | 2,485,843 | $ | 2,567,598 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
CURRENT LIABILITIES: |
||||||||
Accounts Payable |
$ | 128,080 | $ | 108,437 | ||||
Outstanding Checks |
33,043 | 43,361 | ||||||
Accrued Expenses |
208,777 | 280,910 | ||||||
Deferred Lease Credits |
42,018 | 37,925 | ||||||
Income Taxes Payable |
6,459 | 72,480 | ||||||
TOTAL CURRENT LIABILITIES |
418,377 | 543,113 | ||||||
LONG TERM LIABILITIES: |
||||||||
Deferred Income Taxes |
23,179 | 22,491 | ||||||
Deferred Lease Credits |
218,902 | 213,739 | ||||||
Other Liabilities |
181,068 | 169,942 | ||||||
TOTAL LONG TERM LIABILITIES |
423,149 | 406,172 | ||||||
SHAREHOLDERS EQUITY: |
||||||||
Class A Common Stock $0.01 par value: 150,000 shares
authorized and 103,300 shares issued at each of May 3, 2008
and February 2, 2008 |
1,033 | 1,033 | ||||||
Paid-In Capital |
328,249 | 319,451 | ||||||
Retained Earnings |
2,096,844 | 2,051,463 | ||||||
Accumulated Other Comprehensive (Loss)/Gain, net of tax |
(12,049 | ) | 7,118 | |||||
Treasury Stock, at Average Cost - 16,854 and 17,141
shares at May 3, 2008 and February 2, 2008, respectively |
(769,760 | ) | (760,752 | ) | ||||
TOTAL SHAREHOLDERS EQUITY |
1,644,317 | 1,618,313 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 2,485,843 | $ | 2,567,598 | ||||
4
Thirteen Weeks Ended | ||||||||
May 3, 2008 | May 5, 2007 | |||||||
OPERATING ACTIVITIES: |
||||||||
Net Income |
$ | 62,116 | $ | 60,081 | ||||
Impact of Other Operating Activities on Cash Flows: |
||||||||
Depreciation and Amortization |
52,749 | 42,410 | ||||||
Amortization of Deferred Lease Credits |
(10,137 | ) | (9,045 | ) | ||||
Share-Based Compensation |
10,683 | 5,222 | ||||||
Tax Benefit from Share-Based Compensation |
12,082 | 7,517 | ||||||
Excess Tax Benefit from Share-Based Compensation |
(5,741 | ) | (6,018 | ) | ||||
Deferred Taxes |
(1,344 | ) | (10,388 | ) | ||||
Loss on Disposal of Assets and Charges for Impairment |
176 | 243 | ||||||
Lessor Construction Allowances |
11,454 | 9,636 | ||||||
Foreign Currency Gains |
525 | | ||||||
Changes in Assets and Liabilities: |
||||||||
Inventories |
(14,536 | ) | 26,019 | |||||
Accounts Payable and Accrued Expenses |
(63,420 | ) | (65,858 | ) | ||||
Income Taxes |
(65,990 | ) | (85,960 | ) | ||||
Other Assets and Liabilities |
(5,792 | ) | 28,346 | |||||
NET CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES |
(17,175 | ) | 2,205 | |||||
INVESTING ACTIVITIES: |
||||||||
Capital Expenditures |
(91,176 | ) | (113,624 | ) | ||||
Purchases of Marketable Securities |
(49,411 | ) | (236,228 | ) | ||||
Proceeds from Sales of Marketable Securities |
242,955 | 416,149 | ||||||
NET CASH PROVIDED BY INVESTING ACTIVITIES |
102,368 | 66,297 | ||||||
FINANCING ACTIVITIES: |
||||||||
Proceeds from Share-Based Compensation |
32,706 | 13,348 | ||||||
Excess Tax Benefit from Share-Based Compensation |
5,741 | 6,018 | ||||||
Purchase of Treasury Stock |
(50,000 | ) | (79,040 | ) | ||||
Change in Outstanding Checks and Other |
9,375 | (1,503 | ) | |||||
Dividends Paid |
(14,847 | ) | (15,365 | ) | ||||
NET CASH USED FOR FINANCING ACTIVITIES |
(17,025 | ) | (76,542 | ) | ||||
EFFECT OF EXCHANGE RATE ON CASH |
1,005 | | ||||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS: |
69,173 | (8,040 | ) | |||||
Cash and Equivalents, Beginning of Year |
118,044 | 81,959 | ||||||
CASH AND EQUIVALENTS, END OF PERIOD |
$ | 187,217 | $ | 73,919 | ||||
SIGNIFICANT NON-CASH INVESTING ACTIVITIES: |
||||||||
Change in Accrual for Construction in Progress |
$ | (17,124 | ) | $ | 7,427 | |||
5
1. | BASIS OF PRESENTATION | |
Abercrombie & Fitch Co. (A&F), through its wholly-owned subsidiaries (collectively, A&F and its wholly-owned subsidiaries are referred to as the Company), is a specialty retailer of high-quality, casual apparel for men, women and kids with an active, youthful lifestyle. | ||
The accompanying condensed consolidated financial statements include the historical financial statements of, and transactions applicable to, the Company and reflect the assets, liabilities, results of operations and cash flows. | ||
The Companys fiscal year ends on the Saturday closest to January 31. Fiscal years are designated in the condensed consolidated financial statements and notes by the calendar year in which the fiscal year commences. All references herein to Fiscal 2008 represent the 52-week fiscal year that will end on January 31, 2009, and to Fiscal 2007 represent the 52-week fiscal year that ended February 2, 2008. | ||
In accordance with Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information, (SFAS No. 131), the Company determines its operating segments on the same basis that it uses internally to evaluate performance. The operating segments identified by the Company include Abercrombie & Fitch, abercrombie, Hollister, RUEHL and Gilly Hicks. The operating segments have been aggregated and are reported as one reportable financial segment. RUEHL and Gilly Hicks were determined to be immaterial for segment reporting purposes, and are therefore included in the one reportable segment as they have similar economic characteristics and meet the majority of the aggregation criteria in paragraph 17 of SFAS No. 131. The Company aggregates its other operating segments because they meet the aggregation criteria set forth in paragraph 17 of SFAS No. 131. The Company believes its operating segments may be aggregated for financial reporting purposes because they are similar in each of the following areas: class of consumer, economic characteristics, nature of products, nature of production processes and distribution methods. Revenues relating to the Companys international operations for the thirteen weeks ended May 3, 2008 and May 5, 2007 and long-lived assets relating to the Companys international operations as of May 3, 2008 and February 2, 2008 were not material and were not reported separately from domestic revenues and long-lived assets. | ||
The condensed consolidated financial statements as of May 3, 2008 and for the thirteen-week periods ended May 3, 2008 and May 5, 2007 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in A&Fs Annual Report on Form 10-K for Fiscal 2007 filed on March 28, 2008. The year-end condensed consolidated balance sheet data were derived from audited consolidated financial statements, but do not include all disclosures required by accounting principles generally accepted in the United States of America. |
6
In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly the financial position and 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 2008. | ||
In connection with the Companys adoption of Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes An Interpretation of FASB Statement No. 109 (FIN 48) on February 4, 2007, a $2.8 million cumulative effect adjustment was recorded as a reduction to beginning of the year retained earnings. The Companys unrecognized tax benefits as of February 4, 2007 were reclassified from current taxes payables to other long-term liabilities. | ||
The condensed consolidated financial statements as of May 3, 2008 and for the thirteen- week periods ended May 3, 2008 and May 5, 2007 included herein have been reviewed by PricewaterhouseCoopers LLP, an independent registered public accounting firm, and the report of such firm follows the notes to the condensed consolidated financial statements. | ||
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 (the Act) for their report on the condensed consolidated financial statements because their report is not a report or a part of a registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act. | ||
2. | SHARE-BASED COMPENSATION | |
The Company accounts for share-based compensation under the provisions of SFAS No. 123 (revised 2004), Share-Based Payment (SFAS No. 123(R)), which requires share-based compensation related to stock options to be measured based on estimated fair values at the date of grant using an option-pricing model. | ||
Financial Statement Impact | ||
The following table summarizes share-based compensation expense (in thousands): |
Thirteen | Thirteen | |||||||
Weeks Ended | Weeks Ended | |||||||
May 3, 2008 | May 5, 2007 | |||||||
Stores and distribution expense |
$ | 768 | $ | 73 | ||||
Marketing, general and administrative expense |
9,915 | 5,149 | ||||||
Total expense |
$ | 10,683 | $ | 5,222 | ||||
The Company also recognized $3.9 million and $2.0 million in tax benefits related to share-based compensation for the thirteen-week periods ended May 3, 2008 and May 5, 2007, respectively. |
7
The Company adjusts share-based compensation expense on a quarterly basis for actual forfeitures and for changes to the estimate of expected award forfeitures based on historical forfeiture experience. The effect of adjustments for forfeitures during the thirteen-week periods ended May 3, 2008 and May 5, 2007 was immaterial. | ||
A&F issues shares of Class A Common Stock (Common Stock) for stock option exercises and restricted stock unit vestings from treasury stock. As of May 3, 2008, A&F had enough treasury stock available to cover stock options and restricted stock units outstanding without having to repurchase additional shares of Common Stock. | ||
Fair Value Estimates | ||
The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model, which requires the Company to estimate the expected term of the stock option grants and expected future stock price volatility over the expected term. Estimates of the expected term, which represents the expected period of time the Company believes the stock options will be outstanding, are based on historical experience. Estimates of expected future stock price volatility are based on the volatility of A&Fs Common Stock price for the most recent historical period equal to the expected term of the stock option. The Company calculates the volatility as the annualized standard deviation of the differences in the natural logarithms of the weekly stock closing price, adjusted for stock splits and dividends. | ||
The weighted-average estimated fair values of stock options granted during the thirteen weeks ended May 3, 2008 and May 5, 2007, as well as the assumptions used in calculating such values, on the date of grant, were as follows: |
Thirteen Weeks Ended | Thirteen Weeks Ended | |||||||
May 3, 2008 | May 5, 2007 | |||||||
Exercise price |
$ | 78.58 | $ | 73.42 | ||||
Fair value |
$ | 19.73 | $ | 22.62 | ||||
Assumptions: |
||||||||
Price volatility |
30 | % | 34 | % | ||||
Expected term (Years) |
4 | 4 | ||||||
Risk-free interest rate |
2.5 | % | 4.5 | % | ||||
Dividend yield |
0.9 | % | 1.0 | % |
In the case of restricted stock units, the Company calculates the fair value of the restricted stock units granted as the market price of the underlying Common Stock on the date of grant adjusted for anticipated dividend payments during the vesting period. |
8
Stock Option Activity | ||
Below is the summary of stock option activity for the thirteen weeks ended May 3, 2008: |
Weighted-Average | ||||||||||||||||
Number of | Weighted-Average | Aggregate | Remaining | |||||||||||||
Stock Options | Shares | Exercise Price | Intrinsic Value | Contractual Life | ||||||||||||
Outstanding at February 2, 2008 |
7,738,112 | $ | 41.03 | |||||||||||||
Granted |
369,200 | 78.58 | ||||||||||||||
Exercised |
(886,737 | ) | 41.99 | |||||||||||||
Forfeited or cancelled |
(4,750 | ) | 53.59 | |||||||||||||
Outstanding at May 3, 2008 |
7,215,825 | $ | 42.83 | $ | 237,299,837 | 3.2 | ||||||||||
Options expected to vest at May
3, 2008 |
723,297 | $ | 71.37 | $ | 3,143,470 | 8.8 | ||||||||||
Options exercisable at May 3, 2008 |
6,337,762 | $ | 38.81 | $ | 233,901,635 | 2.4 | ||||||||||
The total intrinsic value of stock options exercised during the thirteen weeks ended May 3, 2008 and May 5, 2007 was $29.9 million and $22.0 million, respectively. | ||
The fair value of stock options vested during the thirteen weeks ended May 3, 2008 and May 5, 2007 was $3.5 million and $3.0 million, respectively. | ||
As of May 3, 2008, there was $17.7 million of total unrecognized compensation cost, net of estimated forfeitures, related to stock options. The unrecognized cost is expected to be recognized over a weighted-average period of 1.5 years. | ||
Restricted Stock Unit and Restricted Share Activity | ||
Below is the summary of restricted stock unit and restricted share activity for the thirteen weeks ended May 3, 2008: |
Weighted-Average | ||||||||
Grant Date | ||||||||
Restricted Stock Units / Restricted Shares | Number of Shares | Fair Value | ||||||
Non-vested at February 2, 2008 |
2,354,871 | $ | 48.02 | |||||
Granted |
593,250 | $ | 76.63 | |||||
Vested |
(284,224 | ) | $ | 52.24 | ||||
Forfeited |
(22,200 | ) | $ | 67.27 | ||||
Non-vested at May 3, 2008 |
2,641,697 | $ | 53.83 | |||||
The total fair value of restricted stock units granted during the thirteen weeks ended May 3, 2008 and May 5, 2007 was $45.5 million and $33.7 million, respectively. | ||
The total fair value of restricted stock units and restricted shares vested during the thirteen weeks ended May 3, 2008 and May 5, 2007 was $14.8 million and $10.5 million, respectively. | ||
As of May 3, 2008, there was $100.1 million of total unrecognized compensation cost, net of estimated forfeitures, related to non-vested restricted stock units and restricted shares. The unrecognized cost is expected to be recognized over a weighted-average period of 1.6 years. |
9
3. | NET INCOME PER SHARE AND SHAREHOLDERS EQUITY | |
Net income per share is computed in accordance with SFAS No. 128, Earnings Per Share. Net income per basic share is computed based on the weighted-average number of outstanding shares of Common Stock. Net income per diluted share includes the weighted-average effect of dilutive stock options and restricted stock units. | ||
Weighted-Average Shares Outstanding (in thousands): |
Thirteen Weeks Ended | ||||||||
May 3, 2008 | May 5, 2007 | |||||||
Shares of Common Stock issued |
103,300 | 103,300 | ||||||
Treasury shares |
(16,965 | ) | (15,554 | ) | ||||
Basic shares outstanding |
86,335 | 87,746 | ||||||
Dilutive effect of stock options
and restricted stock units |
3,803 | 4,546 | ||||||
Diluted shares outstanding |
90,138 | 92,292 | ||||||
Stock options to purchase approximately 0.8 million shares of Common Stock during the thirteen-week period ended May 3, 2008 were outstanding, but were not included in the computation of net income per diluted share because the impact of such stock options would be anti-dilutive. Anti-dilutive shares were immaterial during the thirteen-week period ended May 5, 2007. | ||
A&F repurchased approximately 0.7 million and 1.0 million shares of A&Fs Common Stock during the thirteen-week periods ended May 3, 2008 and May 5, 2007, respectively. As of May 3, 2008, an aggregate of approximately 11.3 million shares of A&Fs Common Stock were available for repurchase as part of the August 15, 2005 and November 20, 2007 A&F Board of Directors authorizations to repurchase 6.0 million and 10.0 million shares of A&Fs Common Stock, respectively. | ||
4. | CASH AND EQUIVALENTS AND INVESTMENTS | |
Cash and equivalents and investments consisted of (in thousands): |
May 3, 2008 | February 2, 2008 | |||||||
Cash and equivalents: |
||||||||
Cash |
$ | 65,217 | $ | 74,753 | ||||
Money market funds |
122,000 | 43,291 | ||||||
Total cash and equivalents |
187,217 | 118,044 | ||||||
Marketable Securities: |
||||||||
Auction rate securities student loan backed |
240,442 | 258,355 | ||||||
Auction rate securities municipal authority bonds |
77,694 | 272,131 | ||||||
Total marketable securities |
318,136 | 530,486 | ||||||
Rabbi trust assets: (1) |
||||||||
Money market funds |
1,767 | 1,350 | ||||||
Municipal notes and bonds |
18,144 | 18,599 | ||||||
Trust-owned life insurance policies (at Cash
Surrender Value) |
32,195 | 31,306 | ||||||
Total rabbi trust assets |
52,106 | 51,255 | ||||||
Total cash and equivalents and investments |
$ | 557,459 | $ | 699,785 | ||||
(1) | Rabbi trust assets are included in other assets on the Condensed Consolidated Balance Sheets. |
10
Investments with original maturities greater than 90 days are accounted for in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and are classified accordingly by the Company at the time of purchase. At May 3, 2008 and February 2, 2008, the Companys marketable securities consisted of investment grade auction rate securities (ARS) invested in federally insured student loan backed securities and insured municipal authority bonds, with maturities ranging from eight to 34 years, all classified as available-for-sale. As of May 3, 2008, approximately 85% of the Companys ARS were AAA rated by one or more of the major credit rating agencies, with the remaining ARS having ratings ranging from A3 to BBB+. | ||
Despite the underlying long-term maturity of ARS, such securities had historically been priced and subsequently traded as short-term investments because of an interest-rate reset feature, which reset through a Dutch auction process at predetermined periods ranging from seven to 35 days. Due to the frequent nature of the reset feature, ARS were classified as current assets and reported at par, which approximated fair value, as of February 2, 2008. | ||
On February 13, 2008, the Company began to experience failed auctions. A failed auction does not result in default of the debt instrument. The securities will continue to accrue interest and be auctioned until one of the following: the auction succeeds; the issuer calls the securities; or the securities mature. Due to the lack of liquidity in the current market, as of May 3, 2008, all ARS were classified as non-current assets and the Company determined that the par value of the ARS no longer approximates fair value. | ||
The Company used a discounted cash flow model to determine the estimated fair value of these investments as of May 3, 2008. See Note 5, Fair Value for further discussion on the valuation of the ARS. | ||
During the thirteen-week period ended May 3, 2008, the Company recorded an unrealized loss of $18.8 million, related to ARS, included as a component of accumulated other comprehensive loss on the Condensed Consolidated Balance Sheet. The Company deemed the loss to be temporary because the Company does not plan to sell any of the ARS prior to maturity at an amount below the original purchase value and, at this time, does not deem it probable that it will receive less than 100% of the principal and accrued interest from the issuer. | ||
The Company has established an irrevocable rabbi trust (the Rabbi Trust), the purpose of which is to be a source of funds to match respective funding obligations to participants in the Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan and the Chief Executive Officer Supplemental Executive Retirement Plan. The Rabbi Trust assets are consolidated in accordance with Emerging Issues Task Force Issue No. 97-14, Accounting for Deferred Compensation Agreements Where Amounts Earned Are Held in a Rabbi Trust and Invested (EITF 97-14) and recorded at fair value, with the exception of the trust-owned life insurance which is recorded at cash surrender value, in other assets on the Condensed Consolidated Balance Sheets. Net unrealized losses related to the Rabbi Trust were immaterial for the thirteen-week periods ended May 3, 2008 and May 5, 2007. |
11
5. | FAIR VALUE | |
Effective February 3, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (SFAS No. 157), for financial assets and liabilities and any other assets or liabilities measured at fair value on a recurring basis. SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about instruments measured at fair value. SFAS No. 157 defines fair value as 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. SFAS No. 157 also establishes a three-level hierarchy for fair value measurements, which prioritizes valuation inputs as follows: |
| Level 1 inputs are unadjusted quoted prices for identical assets or liabilities that are available in active markets. | ||
| 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 Companys financial assets within it are as follows: |
Assets at Fair Value as of May 3, 2008 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Money market funds (1) |
$ | 123,767 | $ | | $ | | $ | 123,767 | ||||||||
Auction rate securities |
| | 318,136 | 318,136 | ||||||||||||
Municipal bonds held in the Rabbi Trust |
18,144 | | | 18,144 | ||||||||||||
Total assets at fair value |
$ | 141,911 | $ | | $ | 318,136 | $ | 460,047 | ||||||||
(1) | Includes $122.0 million in money market funds included in cash and equivalents and $1.8 million of money market funds held in the Rabbi Trust, which are included in other assets on the Condensed Consolidated Balance Sheet. |
The level 3 assets are investments in federally insured student loan backed securities and insured municipal authority bonds ARS and were transferred from Level 2 as a result of current market conditions. Due to the fact that there is a limited active market available, the Company used a discounted cash flow model to determine the estimated fair value of these investments as of May 3, 2008. Some of the inputs into the model are unobservable in the market and are significant. The assumptions used in preparing the model include, but are not limited to, periodic coupon rates, market required rate of return and expected term. The coupon rate is estimated using the results of a regression analysis factoring in historical data on the par swap rate and the maximum coupon rate paid in the event of failure. In making the assumption of the required rate of return, the Company considers risk-free interest rate and credit spread. The expected term is identified as the time the principal becomes available to the investor. The principal can become available under three different scenarios: (1) the assumed coupon rate is above the required rate of return and the ARS is assumed to be called, (2) the market has returned to normal and auctions have |
12
recommenced; and (3) the principal has reached maturity. The Company also includes a marketability discount which takes into account the lack of liquidity in the current ARS market. | ||
The table below includes a roll forward of the Companys investments in ARS from February 2, 2008 to May 3, 2008, and the reclassification of these investments from Level 2 to Level 3 in the hierarchy. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the lack of significance of the observable parameters to the overall fair value measurement. However, the fair value determination for Level 3 financial instruments may include observable components. | ||
Auction Rate Securities: | ||
(in thousands): |
Significant Other | Significant | |||||||
Observable Inputs | Unobservable Inputs | |||||||
(Level 2) | (Level 3) | |||||||
Fair value, February 2, 2008 |
$ | 530,486 | $ | | ||||
Purchases |
49,411 | | ||||||
Redemptions |
(242,955 | ) | | |||||
Tranfers (out)/in |
(336,942 | ) | 336,942 | |||||
Unrealized (losses) |
| (18,806 | ) | |||||
Fair value, May 3, 2008 |
$ | | $ | 318,136 | ||||
Also effective February 3, 2008, the Company adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 permits companies to measure many financial instruments and certain other assets and liabilities at fair value on an instrument by instrument basis. The Company has elected not to apply the fair value option to its existing financial assets and liabilities, and accordingly, there was no financial statement impact of the adoption of SFAS No. 159. | ||
6. | INVENTORIES | |
Inventories are principally valued at the lower of average cost or market utilizing the retail method. The Company determines market value as the anticipated future selling price of the merchandise less a normal margin. Therefore, an initial markup is applied to inventory at cost in order to establish a cost-to-retail ratio. Permanent markdowns, when taken, reduce both the retail and cost components of inventory on-hand so as to maintain the already established cost-to-retail relationship. The inventory balance was $347.6 million, $333.2 million and $401.8 million at May 3, 2008, February 2, 2008 and May 5, 2007, respectively. | ||
The fiscal year is comprised of two principal selling seasons: Spring (the first and second fiscal quarters) and Fall (the third and fourth fiscal quarters). The Company classifies its inventory into three categories: spring fashion, fall fashion and basic. The Company reduces inventory valuation at the end of the first and third fiscal quarters to reserve for projected markdowns required to sell through the current season inventory prior to the beginning of the following season. Additionally, the Company reduces inventory at season end by recording a markdown reserve that represents the estimated future selling price decreases necessary to sell through the remaining carryover fashion inventory for the season just passed. The valuation reserve was $36.3 million, $5.4 million and $30.2 million at May 3, 2008, February 2, 2008 and May 5, 2007, respectively. The valuation reserve at February 2, 2008 reflects the estimated markdowns, at cost, necessary to sell through fashion carryover inventory on-hand at the end of the Fall season. |
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Further, as part of inventory valuation, inventory shrinkage estimates, based on historical trends from actual physical inventories, are made that reduce the inventory value for lost or stolen items. The Company performs physical inventories throughout the year and adjusts the shrink reserve accordingly. The shrink reserve was $15.0 million, $11.5 million and $12.4 million at May 3, 2008, February 2, 2008 and May 5, 2007, respectively. | ||
7. | PROPERTY AND EQUIPMENT, NET | |
Property and equipment, net, consisted of (in thousands): |
May 3, 2008 | February 2, 2008 | |||||||
Property and equipment, at cost |
$ | 2,123,812 | $ | 2,054,275 | ||||
Accumulated depreciation and amortization |
(782,553 | ) | (735,984 | ) | ||||
Property and equipment, net |
$ | 1,341,259 | $ | 1,318,291 | ||||
8. | DEFERRED LEASE CREDITS | |
Deferred lease credits are derived from payments received from landlords to partially offset store construction costs and are classified between current and long-term liabilities. The amounts, which are amortized over the life of the related leases, consisted of the following (in thousands): |
May 3, 2008 | February 2, 2008 | |||||||
Deferred lease credits |
$ | 490,289 | $ | 471,498 | ||||
Amortized deferred lease credits |
(229,369 | ) | (219,834 | ) | ||||
Total deferred lease credits, net |
$ | 260,920 | $ | 251,664 | ||||
9. | INCOME TAXES | |
The provision for income taxes is based on the current estimate of the annual effective tax rate adjusted to reflect the impact of items discrete to the thirteen weeks ended May 3, 2008. Cash payments of income taxes made during both the thirteen weeks ended May 3, 2008 and May 5, 2007 were approximately $89.6 million. | ||
The effective tax rate for the thirteen weeks ended May 3, 2008 was 36.8% as compared to 37.7% for the Fiscal 2007 comparable period. The effective tax rate in the first quarter of Fiscal 2008 reflected the favorable impact of higher tax exempt interest income. | ||
The Company has recorded a valuation allowance against the deferred tax assets arising from the net operating loss of a foreign subsidiary and on the temporary impairment of ARS included in other comprehensive loss. As of May 3, 2008 and February 2, 2008, the valuation allowance totaled $7.9 million and $0.9 million, respectively. No other valuation allowances have been provided for deferred tax assets because management believes that it is more likely than not that the full amount of the net deferred tax assets will be realized in the future. |
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10. | LONG-TERM DEBT | |
On April 15, 2008, the Company entered into a syndicated unsecured credit agreement (the New Credit Agreement) under which up to $450 million will initially be available. The New Credit Agreement replaces the Credit Agreement, dated as of November 14, 2002, as amended and restated as of December 15, 2004 (the Original Credit Agreement), which had been due to expire on December 15, 2009. The primary purposes of the New Credit Agreement are for trade and stand-by letters of credit in the ordinary course of business as well as working capital, capital expenditures, acquisitions and investments, and other general corporate purposes. During the life of the New Credit Agreement, the Company is permitted to make multiple requests for additional credit commitments in an aggregate amount not to exceed $150 million. | ||
The New Credit Agreement has several borrowing options, including interest rates that are based on (i) a Base Rate, payable quarterly, or (ii) an Adjusted Eurodollar Rate (as defined in the New Credit Agreement) plus a margin based on a Leverage Ratio, payable at the end of the applicable interest period for the borrowing. The Base Rate represents a rate per annum equal to the higher of (a) National City Banks then publicly announced prime rate or (b) the Federal Funds Effective Rate (as defined in the New Credit Agreement) as then in effect plus 1/2 of 1%. The facility fees payable under the New Credit Agreement are based on the Companys Leverage Ratio (i.e., the ratio on a consolidated basis, of (a) the sum of total debt (excluding trade letters of credit) plus 600% of forward minimum rent commitments to (b) consolidated earnings before interest, taxes, depreciation, amortization and rent for the trailing four-consecutive-fiscal-quarter periods. The facility fees are projected to accrue at a rate of 0.125% per annum. In addition, a utilization fee is payable under the New Credit Agreement when the aggregate credit facility exposure, excluding trade letters of credit, exceeds 50% of the total lender commitments then in effect, at a rate per annum equal to 0.100% of the credit facility exposure for each day it is at such a level. | ||
The New Credit Agreement contains limitations, subject to negotiated carve-outs, on indebtedness, liens, significant corporate changes including mergers and acquisition transactions with third parties, investments, loans, advances and guarantees in or for the benefit of third parties, hedge agreements, restricted payments (including dividends and stock repurchases) and transactions with affiliates. The New Credit Agreement will mature on April 12, 2013. Trade letters of credit totaling approximately $75.4 million and $61.6 million were outstanding on May 3, 2008 and February 2, 2008, respectively. Standby letters of credit totaling approximately $14.9 million and $14.5 million were outstanding on May 3, 2008 and February 2, 2008. The standby letters of credit are set to expire primarily during the fourth quarter of Fiscal 2008 and 2010. To date, no beneficiary has drawn upon the standby letters of credit. | ||
No borrowings were outstanding under the New Credit Agreement on May 3, 2008 or under the Original Credit Agreement on February 2, 2008, respectively. |
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11. | CONTINGENCIES | |
A&F is a defendant in lawsuits arising in the ordinary course of business. | ||
On June 23, 2006, Lisa Hashimoto, et al. v. Abercrombie & Fitch Co. and Abercrombie & Fitch Stores, Inc., was filed in the Superior Court of the State of California for the County of Los Angeles. In that action, three plaintiffs allege, on behalf of a putative class of California store managers employed in Hollister and abercrombie stores, that they were entitled to receive overtime pay as non-exempt employees under California wage and hour laws. The complaint seeks injunctive relief, equitable relief, unpaid overtime compensation, unpaid benefits, penalties, interest and attorneys fees and costs. The defendants filed an answer to the complaint on August 21, 2006. The parties are engaging in discovery. On December 10, 2007, the defendants reached an agreement in principle with plaintiffs counsel to settle certain claims in the action. The agreement resulted in a written Stipulation and Settlement Agreement, effective as of February 7, 2008, settling all claims of Hollister and abercrombie store managers who served in stores from June 23, 2002 until April 30, 2004. Neither the agreement in principle nor the Stipulation affects claims which are alleged to have arisen in the period commencing on April 30, 2004. On February 27, 2008, the Court entered an order noting its preliminary approval of the Stipulation and Settlement Agreement and setting a noticed hearing for June 9, 2008, to determine whether the proposed settlement should be finally approved. The cost of the settlement, if approved, is not expected to be material. | ||
On September 2, 2005, a purported class action, styled Robert Ross v. Abercrombie & Fitch Company, et al., was filed against A&F and certain of its officers in the United States District Court for the Southern District of Ohio on behalf of a purported class of all persons who purchased or acquired shares of A&Fs Common Stock between June 2, 2005 and August 16, 2005. In September and October of 2005, five other purported class actions were subsequently filed against A&F and other defendants in the same Court. All six securities cases allege claims under the federal securities laws, and seek unspecified monetary damages, as a result of a decline in the price of A&Fs Common Stock during the summer of 2005. On November 1, 2005, a motion to consolidate all of these purported class actions into the first-filed case was filed by some of the plaintiffs. A&F joined in that motion. On March 22, 2006, the motions to consolidate were granted, and these actions (together with the federal court derivative cases described in the following paragraph) were consolidated for purposes of motion practice, discovery and pretrial proceedings. A consolidated amended securities class action complaint (the Complaint) was filed on August 14, 2006. On October 13, 2006, all defendants moved to dismiss that Complaint. On August 9, 2007, the Court denied the motions to dismiss. On September 14, 2007, defendants filed answers denying the material allegations of the Complaint and asserting affirmative defenses. On October 26, 2007, plaintiffs moved to certify their purported class. The motion has not been fully briefed or submitted. | ||
On September 16, 2005, a derivative action, styled The Booth Family Trust v. Michael S. Jeffries, et al., was filed in the United States District Court for the Southern District of Ohio, naming A&F as a nominal defendant and seeking to assert claims for unspecified damages against nine of A&Fs present and former directors, alleging various breaches of the directors fiduciary duty and seeking equitable and monetary relief. In the following three months (October, November and December of 2005), four similar derivative actions were filed (three in the United States District Court for the Southern District of Ohio and one in the Court of Common Pleas for Franklin County, |
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Ohio) against present and former directors of A&F alleging various breaches of the directors fiduciary duty and seeking equitable and monetary relief. A&F is also a nominal defendant in each of the four later derivative actions. On November 4, 2005, a motion to consolidate all of the federal court derivative actions with the purported securities law class actions described in the preceding paragraph was filed. On March 22, 2006, the motion to consolidate was granted, and the federal court derivative actions have been consolidated with the aforesaid purported securities law class actions for purposes of motion practice, discovery and pretrial proceedings. A consolidated amended derivative complaint was filed in the federal proceeding on July 10, 2006. A&F filed a motion to stay the consolidated federal derivative case and that motion was granted. The state court action was also stayed. On February 16, 2007, A&F announced its Board of Directors received a report of the Special Litigation Committee established by the Board to investigate and act with respect to claims asserted in certain previously disclosed derivative lawsuits brought against current and former directors and management, including Chairman and Chief Executive Officer Michael S. Jeffries. The Special Litigation Committee has concluded that there is no evidence to support the asserted claims and directed the Company to seek dismissal of the derivative actions. On September 10, 2007, the Company moved to dismiss the federal derivative cases on the authority of the Special Litigation Committee report and on October 18, 2007, the state court stayed further proceedings until resolution of the consolidated federal derivative cases. | ||
Management intends to defend the aforesaid matters vigorously, as appropriate. Management is unable to quantify the potential exposure of the aforesaid matters. However, managements assessment of the Companys current exposure could change in the event of the discovery of additional facts with respect to legal matters pending against the Company or determinations by judges, juries or other finders of fact that are not in accordance with managements evaluation of the claims. | ||
In December 2005, the Company received a formal order of investigation from the SEC concerning trading in shares of A&Fs Common Stock. The SEC thereafter requested information from A&F and certain of its current and former officers and directors. The Company and its personnel cooperated fully with the SEC. On May 5, 2008, the Company was informed by the SEC that the SECs investigation had been closed. | ||
12. | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |
In February 2008, the FASB issued FASB Staff Position (FSP) 157-2 (FSP 157-2) that partially defers the effective date of SFAS No. 157 for one year for non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a non-recurring basis. Consequently, SFAS No. 157 will be effective for the Company on February 1, 2009 for non-financial assets and liabilities that are recognized or disclosed at fair value on a non-recurring basis. The Company is currently evaluating the potential impact of adopting FSP 157-2 on the consolidated results of operations and consolidated financial condition. |
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In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No. 133 (SFAS No. 161) which changes the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and its related interpretations, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. SFAS No. 161 will be effective for the Company on February 1, 2009. The Company is currently evaluating the potential impact of adopting SFAS No. 161 in the disclosures to the Companys consolidated financial statements. | ||
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS No. 162). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States of America. SFAS No. 162 is effective sixty days following the SECs approval of PCAOB amendments to AU Section 411, The Meaning of Present fairly in conformity with generally accepted accounting principles . The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 162 on its consolidated financial statements. | ||
13. | SUBSEQUENT EVENT | |
Subsequent to May 3, 2008, the Company borrowed $100.0 million under its New Credit Agreement in order to increase its cash position and enhance financial flexibility. See Note 10, Long-Term Debt for further discussion on the New Credit Agreement. |
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ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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Thirteen Weeks Ended | ||||||||
May 3, 2008 | May 5, 2007 | |||||||
NET SALES |
100.0 | % | 100.0 | % | ||||
Cost of Goods Sold |
33.2 | % | 34.4 | % | ||||
GROSS PROFIT |
66.8 | % | 65.6 | % | ||||
Stores and Distribution Expense |
42.7 | % | 41.5 | % | ||||
Marketing, General and Administrative Expense |
13.1 | % | 12.1 | % | ||||
Other Operating Income, Net |
(0.4 | )% | (0.5 | )% | ||||
OPERATING INCOME |
11.3 | % | 12.5 | % | ||||
Interest Income, Net |
(1.0 | )% | (0.5 | )% | ||||
INCOME BEFORE INCOME TAXES |
12.3 | % | 13.0 | % | ||||
Provision for Income Taxes |
4.5 | % | 4.9 | % | ||||
NET INCOME |
7.8 | % | 8.1 | % | ||||
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Thirteen Weeks Ended | ||||||||||||
May 3, 2008 | May 5, 2007 | % Change | ||||||||||
Net sales by brand (in thousands) |
$ | 800,178 | $ | 742,410 | 8 | % | ||||||
Abercrombie & Fitch |
$ | 357,724 | $ | 333,343 | 7 | % | ||||||
abercrombie |
$ | 96,179 | $ | 89,149 | 8 | % | ||||||
Hollister |
$ | 330,167 | $ | 309,668 | 7 | % | ||||||
RUEHL |
$ | 13,039 | $ | 10,250 | 27 | % | ||||||
Gilly Hicks ** |
$ | 3,069 | n/a | n/a | ||||||||
Increase/(decrease) in comparable store sales* |
(3 | )% | (4 | )% | ||||||||
Abercrombie & Fitch |
3 | % | (4 | )% | ||||||||
abercrombie |
(7 | )% | (2 | )% | ||||||||
Hollister |
(8 | )% | (5 | )% | ||||||||
RUEHL |
(17 | )% | (3 | )% | ||||||||
Retail sales increase attributable to new
and remodeled stores and websites |
11 | % | 17 | % | ||||||||
Net retail sales per average store (in thousands) |
$ | 699 | $ | 729 | (4 | )% | ||||||
Abercrombie & Fitch |
$ | 894 | $ | 845 | 6 | % | ||||||
abercrombie |
$ | 427 | $ | 458 | (7 | )% | ||||||
Hollister |
$ | 676 | $ | 749 | (10 | )% | ||||||
RUEHL |
$ | 494 | $ | 674 | (27 | )% | ||||||
Net retail sales per average gross square foot |
$ | 98 | $ | 103 | (5 | )% | ||||||
Abercrombie & Fitch |
$ | 101 | $ | 96 | 5 | % | ||||||
abercrombie |
$ | 94 | $ | 103 | (9 | )% | ||||||
Hollister |
$ | 101 | $ | 113 | (11 | )% | ||||||
RUEHL |
$ | 53 | $ | 72 | (26 | )% | ||||||
Transactions per average retail store |
11,063 | 11,518 | (4 | )% | ||||||||
Abercrombie & Fitch |
10,751 | 10,759 | (0 | )% | ||||||||
abercrombie |
6,616 | 7,198 | (8 | )% | ||||||||
Hollister |
13,501 | 14,278 | (5 | )% | ||||||||
RUEHL |
6,115 | 8,392 | (27 | )% | ||||||||
Average retail transaction value |
$ | 63.18 | $ | 63.31 | (0 | )% | ||||||
Abercrombie & Fitch |
$ | 83.15 | $ | 78.50 | 6 | % | ||||||
abercrombie |
$ | 64.58 | $ | 63.58 | 2 | % | ||||||
Hollister |
$ | 50.05 | $ | 52.43 | (5 | )% | ||||||
RUEHL |
$ | 80.78 | $ | 80.28 | 1 | % | ||||||
Average units per retail transaction |
2.44 | 2.39 | 2 | % | ||||||||
Abercrombie & Fitch |
2.43 | 2.36 | 3 | % | ||||||||
abercrombie |
2.80 | 2.80 | 0 | % | ||||||||
Hollister |
2.36 | 2.32 | 2 | % | ||||||||
RUEHL |
2.43 | 2.60 | (7 | )% | ||||||||
Average unit retail sold |
$ | 25.89 | $ | 26.49 | (2 | )% | ||||||
Abercrombie & Fitch |
$ | 34.22 | $ | 33.26 | 3 | % | ||||||
abercrombie |
$ | 23.06 | $ | 22.71 | 2 | % | ||||||
Hollister |
$ | 21.21 | $ | 22.60 | (6 | )% | ||||||
RUEHL |
$ | 33.24 | $ | 30.88 | 8 | % |
* | A store is included in comparable store sales when it has been open as the same brand 12 months or more and its square footage has not been expanded or reduced by more than 20% within the past year. | |
** | Net sales for Gilly Hicks for the thirteen-week periods ended May 3, 2008 and May 5, 2007 reflect the activity of 5 and 0 stores, respectively. Operational data was deemed immaterial for inclusion in the table above. |
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May 3, 2008 | February 2, 2008 | |||||||
Working capital |
$ | 295,617 | $ | 597,142 | ||||
Capitalization: |
||||||||
Shareholders equity |
$ | 1,644,317 | $ | 1,618,313 | ||||
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Store Activity | Abercrombie & Fitch | abercrombie | Hollister | RUEHL | Gilly Hicks | Total | ||||||||||||||||||
February 2, 2008 |
359 | 201 | 450 | 22 | 3 | 1,035 | ||||||||||||||||||
New |
1 | 2 | 10 | 1 | 2 | 16 | ||||||||||||||||||
Remodels/Conversions
(net activity) |
| | | | | | ||||||||||||||||||
Closed |
(3 | ) | (1 | ) | | | | (4 | ) | |||||||||||||||
May 3, 2008 |
357 | 202 | 460 | 23 | 5 | 1,047 | ||||||||||||||||||
Gross Square Feet
(thousands) |
||||||||||||||||||||||||
February 2, 2008 |
3,167 | 917 | 3,015 | 204 | 34 | 7,337 | ||||||||||||||||||
New |
18 | 8 | 62 | 14 | 23 | 125 | ||||||||||||||||||
Remodels/Conversions
(net activity) |
| | | | | | ||||||||||||||||||
Closed |
(23 | ) | (2 | ) | | | | (25 | ) | |||||||||||||||
May 3, 2008 |
3,162 | 923 | 3,077 | 218 | 57 | 7,437 | ||||||||||||||||||
Average Store Size |
8,857 | 4,569 | 6,689 | 9,478 | 11,400 | 7,103 | ||||||||||||||||||
Store Activity | Abercrombie & Fitch | abercrombie | Hollister | RUEHL | Gilly Hicks | Total | ||||||||||||||||||
February 3, 2007 |
360 | 177 | 393 | 14 | | 944 | ||||||||||||||||||
New |
1 | 4 | 6 | 1 | | 12 | ||||||||||||||||||
Remodels/Conversions
(net activity) |
(1 | ) | (1 | ) | | 1 | (1) | | (1 | ) | ||||||||||||||
Closed |
(1 | ) | | | | | (1 | ) | ||||||||||||||||
May 5, 2007 |
359 | 180 | 399 | 16 | | 954 | ||||||||||||||||||
Gross Square Feet
(thousands) |
||||||||||||||||||||||||
February 3, 2007 |
3,171 | 788 | 2,604 | 130 | | 6,693 | ||||||||||||||||||
New |
25 | 17 | 47 | 10 | | 99 | ||||||||||||||||||
Remodels/Conversions
(net activity) |
(16 | ) | (4 | ) | | 9 | (1) | | (11 | ) | ||||||||||||||
Closed |
(7 | ) | | | | | (7 | ) | ||||||||||||||||
May 5, 2007 |
3,173 | 801 | 2,651 | 149 | | 6,774 | ||||||||||||||||||
Average Store Size |
8,838 | 4,450 | 6,644 | 9,313 | | 7,101 |
(1) | Includes one RUEHL store reopened after being temporarily closed due to fire. |
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| loss of services of skilled senior executive officers; | ||
| ability to hire, train and retain qualified associates; | ||
| changes in consumer spending patterns and consumer preferences; | ||
| ability to develop innovative, high-quality new merchandise in response to changing fashion trends; | ||
| effects on consumer purchases due to a general economic downturn; | ||
| the impact of competition and pricing pressures; | ||
| availability and market prices of key raw materials; | ||
| ability of manufacturers to comply with applicable laws, regulations and ethical business practices; | ||
| availability of suitable store locations on appropriate terms; | ||
| currency and exchange risks and changes in existing or potential duties, tariffs or quotas; | ||
| effects of political and economic events and conditions domestically and in foreign jurisdictions in which the Company operates, including, but not limited to, acts of terrorism or war; | ||
| unseasonable weather conditions affecting consumer preferences; | ||
| disruptive weather conditions affecting consumers ability to shop; and | ||
| effects of capital market conditions. |
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ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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ITEM 4. | CONTROLS AND PROCEDURES |
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PART II. | OTHER INFORMATION |
ITEM 1. | LEGAL PROCEEDINGS |
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ITEM 1A. | RISK FACTORS |
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Total Number of | ||||||||||||||||
Shares Purchased | Maximum Number of | |||||||||||||||
Total Number | Average | as Part of Publicly | Shares that May Yet be | |||||||||||||
of Shares | Price Paid | Announced Plans | Purchased under the | |||||||||||||
Period (Fiscal Month) | Purchased (1) | per Share (2) | or Programs (3) | Plans or Programs (4) | ||||||||||||
February 3, 2008 through March 1,
2008 |
7,530 | $ | 75.43 | | 12,029,200 | |||||||||||
March 2, 2008 through April 5, 2008 |
776,885 | $ | 73.48 | 682,300 | 11,346,900 | |||||||||||
April 6, 2008 through May 3, 2008 |
573 | $ | 77.26 | | 11,346,900 | |||||||||||
Total |
784,988 | $ | 73.50 | 682,300 | 11,346,900 | |||||||||||
(1) | Included in the total number of shares of A&Fs Common Stock purchased during the quarterly period (thirteen-week period) ended May 3, 2008 are an aggregate of 102,688 shares which were withheld for tax payments due upon the vesting of employee restricted stock units and restricted stock awards. All other shares of A&F Common Stock purchased during the quarterly period were purchased pursuant to A&Fs publicly announced stock repurchase authorizations described in footnote 3 below. | |
(2) | The average price paid per share includes broker commissions, as applicable. | |
(3) | The reported shares were purchased pursuant to A&Fs publicly announced stock repurchase authorizations. On August 16, 2005, A&F announced the August 15, 2005 authorization by A&Fs Board of Directors to repurchase 6.0 million shares of A&Fs Common Stock. On November 21, 2007, A&F announced the November 20, 2007 authorization by A&Fs Board of Directors to repurchase 10.0 million shares of A&Fs Common Stock, in addition to the approximately 2.0 million shares of A&Fs Common Stock which remained available under the August 2005 authorization as of November 20, 2007. | |
(4) | The number shown represents, as of the end of each period, the maximum number of shares of Common Stock that may yet be purchased under A&Fs publicly announced stock repurchase authorizations described in footnote 3 above. The shares may be purchased, from time to time, depending on market conditions. |
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3.1 | Amended and Restated Certificate of Incorporation of A&F as filed with the Delaware Secretary of State on August 27, 1996, incorporated herein by reference to Exhibit 3.1 to A&Fs Quarterly Report on Form 10-Q for the quarterly period ended November 2, 1996 (File No. 001-12107). | |
3.2 | Certificate of Designation of Series A Participating Cumulative Preferred Stock of A&F as filed with the Delaware Secretary of State on July 21, 1998, incorporated herein by reference to Exhibit 3.2 to A&Fs Annual Report on Form 10-K for the fiscal year ended January 30, 1999 (File No. 001-12107). | |
3.3 | Certificate of Decrease of Shares Designated as Class B Common Stock as filed with the Delaware Secretary of State on July 30, 1999, incorporated herein by reference to Exhibit 3.3 to A&Fs Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1999 (File No. 001-12107). | |
3.4 | Amended and Restated Bylaws of A&F (reflecting amendments through May 20, 2004), incorporated herein by reference to Exhibit 3.7 to A&Fs Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2004 (File No. 001-12107). | |
4.1 | Rights Agreement, dated as of July 16, 1998, between A&F and First Chicago Trust Company of New York, incorporated herein by reference to Exhibit 1 to A&Fs Registration Statement on Form 8-A dated and filed July 21, 1998 (File No. 001-12107). | |
4.2 | Amendment No. 1 to Rights Agreement, dated as of April 21, 1999, between A&F and First Chicago Trust Company of New York, incorporated herein by reference to Exhibit 2 to A&Fs Amendment No. 1 to Form 8-A dated April 23, 1999 and filed April 26, 1999 (File No. 001-12107). | |
4.3 | Certificate of adjustment of number of Rights associated with each share of Class A Common Stock, dated May 27, 1999, incorporated herein by reference to Exhibit 4.6 to A&Fs Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1999 (File No. 001-12107). | |
4.4 | Appointment and Acceptance of Successor Rights Agent, effective as of the opening of business on October 8, 2001, between A&F and National City Bank, incorporated herein by reference to Exhibit 4.6 to A&Fs Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2001 (File No. 001-12107). | |
4.5 | Credit Agreement, dated as of November 14, 2002, as amended and restated as of December 15, 2004, among Abercrombie & Fitch Management Co., as Borrower, A&F, as Guarantor, the Lenders party thereto, National City Bank, as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and National City Bank and J.P. Morgan Securities Inc., as Co-Lead Arrangers and Joint Bookrunners, incorporated herein by reference to Exhibit 4.1 to A&Fs Current Report on Form 8-K dated and filed December 21, 2004 (File No. 001-12107). [Terminated April 15, 2008] |
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4.6 | Guarantee Agreement, dated as of November 14, 2002, as amended and restated as of December 15, 2004, among A&F, each direct and indirect domestic subsidiary of A&F other than Abercrombie & Fitch Management Co., and National City Bank, as Administrative Agent, incorporated herein by reference to Exhibit 4.2 to A&Fs Current Report on Form 8-K dated and filed December 21, 2004 (File No. 001-12107). [Terminated April 15, 2008] | |
4.7 | First Amendment dated as of June 22, 2005, to the Credit Agreement, dated as of November 14, 2002, as amended and restated as of December 15, 2004, among Abercrombie & Fitch Management Co., as Borrower, A&F, as Guarantor, the Lenders party thereto, and National City Bank, as Administrative Agent, incorporated herein by reference to Exhibit 4.1 to A&Fs Current Report on Form 8-K dated and filed June 22, 2005 (File No. 001-12107). [Terminated April 15, 2008] | |
4.8 | Notice of Termination, dated April 15, 2008, from Abercrombie & Fitch Management Co. to National City Bank, as Administrative Agent, in respect of Amended and Restated Credit Agreement, dated as of December 15, 2004, among Abercrombie & Fitch Management Co., the various financial institutions party thereto and National City Bank, as Administrative Agent, incorporated herein by reference to Exhibit 4.3 to A&Fs Current Report on Form 8-K dated and filed April 18, 2008 (File No. 001-12107). | |
4.9 | Credit Agreement, dated as of April 15, 2008, among Abercrombie & Fitch Management Co.; the Foreign Subsidiary Borrowers (as defined in the Credit Agreement) from time to time party to the Credit Agreement; A&F; the Lenders (as defined in the Credit Agreement) from time to time party to the Credit Agreement; National City Bank, as a co-lead arranger, a co-bookrunner and Global Administrative Agent, as the Swing Line Lender and an LC Issuer; J.P. Morgan Securities, Inc., as a co-leader arranger, a co-bookrunner and as syndication agent; and each of Fifth Third Bank and Huntington National Bank, as a documentation agent, incorporated herein by reference to Exhibit 4.1 to A&Fs Current Report on Form 8-K dated and filed April 18, 2008 (File No. 001-12107). | |
4.10 | Guaranty of Payment (Domestic Credit Parties), dated as of April 15, 2008, among A&F; each direct and indirect Domestic Subsidiary (as defined in the Guaranty of Payment) of A&F other than Abercrombie & Fitch Management Co.; and National City Bank, as Global Administrative Agent, incorporated herein by reference to Exhibit 4.2 to A&Fs Current Report on Form 8-K dated and filed April 18, 2008 (File No. 001-12107). | |
4.11 | Joinder Agreement, dated as of May 14, 2008, between AFH Canada Stores Co., as an Additional Borrower, and National City Bank, as Global Administrative Agent. * | |
4.12 | Joinder Agreement, dated as of May 14, 2008, between Abercrombie & Fitch (UK) Limited, as an Additional Borrower, and National City Bank, as Global Administrative Agent. * | |
4.13 | Joinder Agreement, dated as of May 14, 2008, between Abercrombie & Fitch Europe S.A., as an Additional Borrower, and National City Bank, as Global Administrative Agent. * |
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10.1 | Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to A&Fs Current Report on Form 8-K dated and filed June 17, 2005 (File No. 001-12107). | |
10.2 | Form of Stock Option Agreement (Nonstatutory Stock Option) for Associates under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan on or after March 6, 2006, incorporated herein by reference to Exhibit 10.33 to A&Fs Annual Report on Form 10-K for the fiscal year ended January 28, 2006 (File 001-12107). | |
10.3 | Form of Restricted Stock Unit Award Agreement for Associates under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan on or after March 6, 2006, incorporated herein by reference to Exhibit 10.34 to A&Fs Annual Report on Form 10-K for the fiscal year ended January 28, 2006 (File No. 001-12107). | |
10.4 | Form of Restricted Stock Unit Award Agreement used and to be used to evidence the grant of restricted stock units to Executive Vice Presidents of A&F and its subsidiaries under the Abercrombie & Fitch 2005 Long-Term Incentive Plan on and after March 4, 2008, incorporated herein by reference to Exhibit 10.1 to A&Fs Current Report on Form 8-K dated and filed March 6, 2008 (File No. 001-12107). | |
10.5 | Trust Agreement, dated as of October 16, 2006, between A&F and Wilmington Trust Company, incorporated herein by reference to Exhibit 10.1 to A&Fs Current Report on Form 8-K dated and filed October 17, 2006 (File No. 001-12107). | |
10.6 | Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.2 to A&Fs Current Report on Form 8-K dated and filed June 18, 2007 (File No. 001-12107). | |
10.7 | Form of Stock Option Agreement used and to be used to evidence the grant of nonstatutory stock options to employees of A&F and its subsidiaries under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan after August 21, 2007, incorporated herein by reference to Exhibit 10.1 to A&Fs Current Report on Form 8-K dated and filed August 27, 2007 (File No. 001-12107). | |
10.8 | Form of Restricted Stock Unit Award Agreement used and to be used to evidence the grant of restricted stock units to employees of A&F and its subsidiaries under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan after August 21, 2007, incorporated herein by reference to Exhibit 10.2 to A&Fs Current Report on Form 8-K dated and filed August 27, 2007 (File No. 001-12107). | |
10.9 | Abercrombie & Fitch Co. Incentive Compensation Performance Plan, incorporated herein by reference to Exhibit 10.1 to A&Fs Current Report on Form 8-K dated and filed June 18, 2007 (File No. 001-12107). | |
15 | Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Inclusion of Report of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP.* | |
31.1 | Certification by Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
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31.2 | Certification by Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
32 | Certification by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
* | Filed herewith. |
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ABERCROMBIE & FITCH CO. |
||||
Date: June 10, 2008 | By | /s/ MICHAEL W. KRAMER | ||
Michael W. Kramer | ||||
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Officer) |
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Exhibit No. | Document | |
4.11
|
Joinder Agreement, dated as of May 14, 2008, between AFH Canada Stores Co., as an Additional Borrower, and National City Bank, as Global Administrative Agent. | |
4.12
|
Joinder Agreement, dated as of May 14, 2008, between Abercrombie & Fitch (UK) Limited, as an Additional Borrower, and National City Bank, as Global Administrative Agent. | |
4.13
|
Joinder Agreement, dated as of May 14, 2008, between Abercrombie & Fitch Europe S.A., as an Additional Borrower, and National City Bank, as Global Administrative Agent. | |
15
|
Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Inclusion of Report of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP. | |
31.1
|
Certification by Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2
|
Certification by Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32
|
Certification by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
50