8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 17, 2006

Aeropostale, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware
(State or other jurisdiction of incorporation) 001-31314
(Commission File Number) 31-1443880
(IRS Employer Identification No.)

112 West 34^th Street, 22nd Floor, New York, New York 10120
(Address of Principal Executive Offices, including Zip Code)

(646) 485-5398
(Registrant’s Telephone Number, Including Area Code)

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

ITEM 7.01 Regulation FD Disclosure.

On August 17, 2006 Aeropostale, Inc. issued a press release announcing their second quarter 2006 earnings results.

ITEM 9.01 Financial Statements and Exhibits.

C) Exhibits

99.1 Press release, dated August 17, 2006, announcing second quarter 2006 earnings results.

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SIGNATURES

     According 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, thereunto duly authorized.

Aeropostale, Inc.

/s/ Michael J. Cunningham

Michael J. Cunningham

Executive Vice President — Chief Financial Officer

Dated: August 17, 2006

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EX-99.1

Exhibit 99.1

AEROPOSTALE REPORTS SECOND QUARTER FISCAL 2006 RESULTS

New York, New York, August 17, 2006 — Aeropostale, Inc. (NYSE: ARO), a mall-based specialty retailer of active and casual apparel for the teen market, today reported results for the second quarter ended July 29, 2006.

SECOND QUARTER PERFORMANCE:

Net income for the second quarter of fiscal 2006 was $8.4 million, or $0.16 per diluted share (which includes $2.1 million of other income in connection with the resolution of a dispute with a vendor regarding the enforcement of the Company’s intellectual property rights). Net income, excluding other income, was $7.2 million, or $0.13 per diluted share for the second quarter of fiscal 2006. The Company believes that the disclosure of diluted earnings per share excluding such other income, which is a non-GAAP financial measure, provides investors useful information to help them better understand the Company’s expected results without the impact of the other income described above. The Company had net income of $7.4 million or $0.13 per diluted share in the second quarter of fiscal 2005.

The above-mentioned results included net losses from the Company’s Jimmy’Z subsidiary of ($0.03) per diluted share for the second quarter of 2006 and ($0.02) for the second quarter of fiscal 2005. In addition, the consolidated results for the second quarter of 2006 included a $0.01 per diluted share charge related to the expensing of stock options.

For the second quarter of fiscal 2006, total net sales increased 18.0% to $274.6 million, compared to $232.8 million in the year-ago period. Comparable store sales for the second quarter increased 1.0%, versus a comparable store sales decrease of 2.2% in the year-ago period. Fiscal year to date, total net sales increased 17.2% to $520.9 million, compared to $444.4 million in the year-ago period. Also fiscal year to date, comparable store sales decreased 0.9%, versus a comparable store sales increase of 0.9% in the year-ago period.

Julian R. Geiger, Chairman and Chief Executive Officer said, “During the second quarter, we believe that we executed our merchandising and planning initiatives consistently and well. While we were able to achieve results in

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line with our plan for May and June, our sales and margins for the quarter were negatively affected by a significant slowdown in our business in the latter half of July. The trends in our business improved in August, particularly in the early back to school regions, but we are unable to extrapolate this performance to the other regions, which have not yet peaked in their back to school selling season. As a result of this, we believe that it is prudent to adopt a somewhat cautious outlook on our business for the remainder of the third quarter.”

THIRD QUARTER GUIDANCE:

The Company announced its earnings guidance for the third quarter of fiscal 2006. The Company believes it will achieve earnings in the range of $0.55 — $0.57 per diluted share, including the $0.01 per diluted share charge related to the expensing of stock options.

CONFERENCE CALL INFORMATION:

The Company will be holding a conference call today at 4:15 P.M. to review its second quarter results. The broadcast will be available through the ‘Investor Relations’ link at www.aeropostale.com and at www.fulldisclosure.com. To listen to the broadcast your computer must have Windows Media Player installed. If you do not have Windows Media Player go to the latter site prior to the call, where you can download the software for free.

About Aeropostale, Inc.

Aeropostale, Inc. is a mall-based, specialty retailer of casual apparel and accessories, principally targeting 14 to 17 year-old young women and men. The Company provides customers with a focused selection of high-quality, active-oriented, fashion and fashion basic merchandise at compelling values. Aeropostale maintains control over its proprietary brands by designing, sourcing, marketing and selling all of its own merchandise. Aeropostale products are currently purchased only in its stores, on-line through its e-commerce website (www.aeropostale.com) or at organized sales events at college campuses.

The Company currently operates 712 Aeropostale stores in 47 states and 14 Jimmy’Z stores in 11 states.

SPECIAL NOTE: THIS PRESS RELEASE AND ORAL STATEMENTS MADE FROM TIME TO TIME BY REPRESENTATIVES OF THE COMPANY CONTAIN CERTAIN “FORWARD-LOOKING STATEMENTS” CONCERNING EXPECTATIONS FOR SALES, STORE OPENINGS, GROSS MARGINS, EXPENSES, STRATEGIC DIRECTION AND EARNINGS. ACTUAL RESULTS MIGHT DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO MATERIALLY DIFFER INCLUDE, AMONG OTHERS, CHANGES IN THE COMPETITIVE MARKETPLACE, INCLUDING THE INTRODUCTION OF NEW PRODUCTS OR PRICING CHANGES BY OUR COMPETITORS, CHANGES IN THE ECONOMY AND OTHER EVENTS LEADING TO A REDUCTION IN DISCRETIONARY CONSUMER SPENDING; SEASONALITY; RISKS ASSOCIATED WITH CHANGES IN SOCIAL, POLITICAL, ECONOMIC AND OTHER CONDITIONS AND THE POSSIBLE ADVERSE IMPACT OF CHANGES IN IMPORT RESTRICTIONS; RISKS ASSOCIATED WITH UNCERTAINTY RELATING TO THE COMPANY’S ABILITY TO IMPLEMENT ITS GROWTH STRATEGIES, AS WELL AS THE OTHER RISK FACTORS SET FORTH IN THE COMPANY’S FORM 10-K AND CURRENT REPORTS ON FORM 8-K, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES.

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EXHIBIT A

AÉROPOSTALE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	July 29,		January 28,		July 30,
	2006		2006		2005
ASSETS
Current Assets:
Cash and cash equivalents	$	117,307	$	205,235	$	127,940
Short-term investments		34,117		20,037		14,031
Merchandise inventory		154,720		91,908		162,726
Other current assets		30,015		22,159		27,328
Total current assets		336,159		339,339		332,025
Fixtures, equipment and improvements, net		178,972		160,229		144,509
Other assets		4,435		4,383		4,459
TOTAL ASSETS	$	519,566	$	503,951	$	480,993
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	99,391	$	57,165	$	108,178
Accrued expenses		54,640		69,188		39,649
Total current liabilities		154,031		126,353		147,827
Other non-current liabilities		100,639		92,808		83,745
Stockholders’ equity		264,896		284,790		249,421
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	519,566	$	503,951	$	480,993

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EXHIBIT B

AÉROPOSTALE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND
SELECTED STORE DATA

(in thousands, except per share and store data)

	13 weeks ended
	July 29, 2006						July 30, 2005
				% of sales						% of sales
Net sales	$	274,624			100.0	%	$	232,770			100.0	%
Cost of sales (including certain buying, occupancy and warehousing expenses)		202,048			73.6			170,743			73.4
Gross profit		72,576			26.4			62,027			26.6
Selling, general and administrative expenses		62,222			22.7			50,607			21.7
Other income		2,085			0.8			—			—
Income from operations		12,439			4.5			11,420			4.9
Interest income, net		1,372			0.5			796			0.3
Income before income taxes		13,811			5.0			12,216			5.2
Income taxes		5,388			1.9			4,767			2.0
Net income	$	8,423			3.1	%	$	7,449			3.2	%
Basic earnings per share	$	0.16					$	0.13
Diluted earnings per share	$	0.16					$	0.13
Weighted average basic shares		53,627						55,408
Weighted average diluted shares		54,072						56,367
STORE DATA:
Comparable store sales increase (decrease)		1.0	%					(2.2	)%
Stores open at end of period		726						634
Total gross square footage at end of period		2,578,224						2,241,787

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EXHIBIT C

AÉROPOSTALE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND
SELECTED STORE DATA

(in thousands, except per share and store data)

	26 weeks ended
	July 29, 2006						July 30, 2005
				% of sales						% of sales
Net sales	$	520,916			100.0	%	$	444,444			100.0	%
Cost of sales (including certain buying, occupancy and warehousing expenses)		377,862			72.5			322,646			72.6
Gross profit		143,054			27.4			121,798			27.4
Selling, general and administrative expenses		120,487			23.1			97,044			21.8
Other income		2,085			0.4			—			—
Income from operations		24,652			4.7			24,754			5.6
Interest income, net		2,868			0.6			1,581			0.4
Income before income taxes		27,520			5.3			26,335			5.9
Income taxes		10,734			2.1			10,272			2.3
Net income	$	16,786			3.2	%	$	16,063			3.6	%
Basic earnings per share	$	0.31					$	0.29
Diluted earnings per share	$	0.31					$	0.28
Weighted average basic shares		54,017						55,408
Weighted average diluted shares		54,526						56,470
STORE DATA:
Comparable store sales (decrease) increase		(0.9	)%					0.9	%

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