-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VSCrUiXAc8kZQOcEhYkVSaUjR+JF1uUB7e8AS/whEPm5xgwKrn5wg0PuccqVUUld hdxVfUXPBvwmDeET5oKyug== 0000950152-04-001208.txt : 20040217 0000950152-04-001208.hdr.sgml : 20040216 20040217161419 ACCESSION NUMBER: 0000950152-04-001208 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040217 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABERCROMBIE & FITCH CO /DE/ CENTRAL INDEX KEY: 0001018840 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 311469076 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12107 FILM NUMBER: 04608865 BUSINESS ADDRESS: STREET 1: 6301 FITCH PATH CITY: NEW ALBANY STATE: OH ZIP: 43054 BUSINESS PHONE: 6145776500 MAIL ADDRESS: STREET 1: 6301 FITCH PATH CITY: NEW ALBANY STATE: OH ZIP: 43054 8-K 1 l05726ae8vk.txt ABERCROMBIE & FITCH CO. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2004 ------------------- ABERCROMBIE & FITCH CO. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-12107 31-1469076 - -------------- ---------------- ------------------ (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 6301 Fitch Path, New Albany, Ohio 43054 ------------------------------------------------------ (Address of principal executive offices) (Zip Code) (614) 283-6500 ------------------------------------------------------ (Registrant's telephone number, including area code) Not Applicable ----------------------------------------- (Former name or former address, if changed since last report) Item 9. Regulation FD Disclosure. - --------------------------------- On February 17, 2004, Abercrombie & Fitch Co. (the "Company") issued a news release (the "February 17, 2004 Release") reporting, among other things, results for the 13 weeks and the 52 weeks ended January 31, 2004, and the declaration by the Board of Directors, effective as of February 17, 2004, of a cash dividend in the amount of $0.125 for each outstanding share of the Company's Class A Common Stock, payable on March 30, 2004 to the holders of the Company's Class A Common Stock based on their respective ownership of shares on March 9, 2004. A copy of the February 17, 2004 Release is furnished as Exhibit 99 and is incorporated herein by reference. Item 12. Results of Operations and Financial Condition. - ------------------------------------------------------ In the February 17, 2004 Release, the Company reported results for the 13 weeks and the 52 weeks ended January 31, 2004. A copy of the February 17, 2004 Release is furnished as Exhibit 99 and is incorporated herein by reference. The information in this Current Report on Form 8-K, including Exhibit 99 furnished herewith, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing. [Remainder of page intentionally left blank; signature on following page.] -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ABERCROMBIE & FITCH CO. Dated: February 17, 2004 By: /s/ Seth R. Johnson --------------------------------------- Seth R. Johnson Executive Vice President-Chief Operating Officer -3- INDEX TO EXHIBITS Current Report on Form 8-K Dated February 17, 2004 Abercrombie & Fitch Co. Exhibit No. Description - ----------- ----------- 99 News Release issued by Abercrombie & Fitch Co. on February 17, 2004 -4- EX-99 3 l05726aexv99.txt EXHIBIT 99 Exhibit 99 ABERCROMBIE & FITCH ANNOUNCES RECORD FOURTH QUARTER AND TOTAL YEAR EARNINGS INITIATES CASH DIVIDEND NEW ALBANY, Ohio / February 17, 2004 - Abercrombie & Fitch (NYSE: ANF) today reported that earnings per share on a fully diluted basis for the fourth quarter ended January 31, 2004 rose 3% to $0.96 versus $0.93 for the comparable period last year. Net sales for the thirteen weeks ended January 31, 2004 increased 5% to $560.4 million from $534.5 million for the thirteen weeks ended February 1, 2003. Comparable store sales decreased 11% in the quarter. Net income for the quarter increased 2% to $94.3 million compared to net income of $92.8 million for the fourth quarter of fiscal 2002. For the full year, the Company reported earnings per share on a fully diluted basis of $2.06, a 6% increase over $1.94 for the comparable period last year. Net sales for the year increased 7% to $1.708 billion from $1.596 billion last year. For the year, comparable store sales decreased 9%. Net income for the year increased 5% to $205.1 million compared to net income of $194.9 million last year. The Company also announced that its Board of Directors has voted to initiate a cash dividend, at an annual rate of $0.50 per share. The first quarterly payment, of $0.125 per share, will be paid on March 30, 2004 to stockholders of record as of March 9, 2004. Mike Jeffries, Chairman and Chief Executive Officer, said, "I'm pleased that despite a difficult Christmas season and a tough year in terms of same store sales, we were able to report record profit for the fourth quarter and the year. The decision to begin paying a cash dividend reflects our commitment to increasing shareholder value and demonstrates our financial strength and confidence in the future." The Company stated it is comfortable with the current consensus EPS estimates of $0.26 per diluted share for the first quarter of fiscal 2004. Abercrombie & Fitch operated a total of 700 stores at the end of the fourth quarter, including 171 abercrombie stores and 172 Hollister Co. stores. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, and www.hollisterco.com. Today at 4:30 p.m. the Company will conduct a conference call. Management will discuss the Company's performance, its plans for the future and will accept questions from participants. To listen to the conference call, dial (800) 428-6675 or internationally at (706) 634-1917. To listen via the internet, go to www.abercrombie.com, select the Investor Relations page and click on Calendar of Events. Replays of the call will be available shortly after its completion. The audio replay can be accessed for two weeks following the reporting date by calling (800) 642-1687 or internationally at (706) 645-9291 followed by the conference ID number 6756028; or for 12 months by visiting the Company's website at www.abercrombie.com. # # # For further information, call: Thomas D. Lennox Director, Investor Relations and Corporate Communications (614) 283-6751 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: The Company cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Release, the Company's Form 10-K or made by management of the Company involve risks and uncertainties, and are subject to change based on various important factors. The following factors, among others, in some cases have affected and in the future could affect the Company's financial performance and actual results and could cause actual results for 2003 and beyond to differ materially from those expressed or implied in any such forward-looking statements or otherwise made by management: changes in consumer spending patterns and consumer preferences; the 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; the impact of competition and pricing; changes in weather patterns; market price of key raw materials; ability to source product from its global supplier base; litigation; political stability; currency and exchange risks and changes in existing or potential duties, tariffs or quotas; availability of suitable store locations at appropriate terms; ability to develop new merchandise; and ability to hire, train and retain associates. ABERCROMBIE & FITCH CO. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THIRTEEN WEEKS ENDED JANUARY 31, 2004 AND THIRTEEN WEEKS ENDED FEBRUARY 1, 2003 (IN THOUSANDS EXCEPT PER SHARE DATA)
ACTUAL ACTUAL ------------------------------------ ----------------------------------- 2003 % of Sales 2002 % of Sales ---- ---------- ---- ---------- Net Sales $560,389 100.0% $534,482 100.0% --------- ------ --------- ------ Gross Income 261,012 46.6% 243,010 45.5% Gen'l, Admin. & Store Oper. Exp. 106,734 19.0% 93,382 17.5% --------- ------ --------- ------ Operating Income 154,278 27.5% 149,628 28.0% Interest Income, Net (1,099) -0.2% (1,300) -0.2% --------- ------ --------- ------ Income Before Income Taxes 155,377 27.7% 150,928 28.2% Income Tax Expense 61,100 10.9% 58,110 10.9% Effective Rate 39.3% 38.5% --------- ------ --------- ------ Net Income $94,277 16.8% $92,818 17.4% ========= ====== ========= ====== Net Income Per Share: Basic $0.98 $0.95 Diluted $0.96 $0.93
ABERCROMBIE & FITCH CO. CONDENSED CONSOLIDATED STATEMENTS OF INCOME FIFTY-TWO WEEKS ENDED JANUARY 31, 2004 AND FIFTY-TWO WEEKS ENDED FEBRUARY 1, 2003 (IN THOUSANDS EXCEPT PER SHARE DATA)
ACTUAL ACTUAL ------------------------------------ ----------------------------------- 2003 % of Sales 2002 % of Sales ---- ---------- ---- ---------- Net Sales $1,707,810 100.0% $1,595,757 100.0% --------- ------ --------- ------ Gross Income 717,398 42.0% 656,049 41.1% Gen'l, Admin. & Store Oper. Exp. 385,764 22.6% 343,432 21.5% --------- ------ --------- ------ Operating Income 331,634 19.4% 312,617 19.6% Interest Income, Net (3,708) -0.2% (3,768) -0.2% --------- ------ --------- ------ Income Before Income Taxes 335,342 19.6% 316,385 19.8% Income Tax Expense 130,240 7.6% 121,450 7.6% Effective Rate 38.8% 38.4% --------- --------- Net Income $205,102 12.0% $194,935 12.2% ========= ====== ========= ====== Net Income Per Share: Basic $2.12 $1.99 Diluted $2.06 $1.94
ABERCROMBIE & FITCH CO. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
ASSETS JANUARY 31, 2004 FEBRUARY 1, 2003 - ------ ---------------- ---------------- Current Assets Cash and Equivalents $511,073 $420,063 Marketable Securities 10,000 10,000 Receivables 7,197 10,572 Inventories 170,703 143,306 Store Supplies 29,993 25,671 Other 23,689 19,770 ------- ------- Total Current Assets 752,655 629,382 Property and Equipment, Net 445,956 392,941 Other Assets 552 725 ---- ---- TOTAL ASSETS $1,199,163 $1,023,048 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts Payable $91,364 $79,291 Accrued Expenses 138,232 119,526 Income Taxes Payable 50,406 46,471 ------- ------- Total Current Liabilities 280,002 245,288 -------- -------- Long-Term Liabilities Debt - - Deferred Income Taxes 19,516 15,189 Other Long-Term Liabilities 28,388 13,044 ------- ------- Total Long-Term Liabilities 47,904 28,233 ------- ------- Total Shareholders' Equity 871,257 749,527 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,199,163 $1,023,048 ========== ==========
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