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 23, 2007

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

	ITEM 7.01 Regulation FD Disclosure.
	ITEM 9.01 Financial Statements and Exhibits.
SIGNATURES
EX-99.1: PRESS RELEASE

ITEM 7.01 Regulation FD Disclosure.

On August 23, 2007 Aeropostale, Inc. issued a press release announcing their second quarter 2007 earnings results.

ITEM 9.01 Financial Statements and Exhibits.

     C) Exhibits

     99.1 Press release, dated August 23, 2007, announcing second quarter 2007 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 23, 2007

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EX-99.1

Exhibit 99.1

AÉROPOSTALE REPORTS RECORD RESULTS FOR THE SECOND QUARTER OF 2007

Net Sales of $311.2 Million
Split Adjusted Earnings Per Share Growth of 90% to $0.19 Per Diluted Share
Provides Third Quarter Guidance

New York, New York, August 23, 2007 — Aéropostale, Inc. (NYSE: ARO), a mall-based specialty retailer of active and casual apparel for young men and women, today reported results for the second quarter ended August 4, 2007. Due to our 3-for-2 stock split which was distributed to shareholders on August 21, 2007, all per share data is presented on a post-stock split basis.

Net income for the second quarter of fiscal 2007 was $14.7 million, or $0.19 per diluted share, an increase of 90.0% compared to net income of $8.4 million, or $0.10 per diluted share, in the second quarter of fiscal 2006.

For the second quarter of fiscal 2007, total net sales increased 13.3% to $311.2 million from $274.6 million in the second quarter of fiscal 2006. For the second quarter, same store sales decreased 4.1%, compared to the corresponding period ended August 5, 2006. Year-to-date, total net sales increased 12.7% to $587.0 million from $520.9 million in the year-ago period. Year-to-date, same store sales decreased 1.1%, compared to the corresponding period ended August 5, 2006.

Julian R. Geiger, Chairman and Chief Executive Officer, said, “We are pleased with our accomplishments for the quarter, which reflect the strength and balance of our merchandise assortment as well as our disciplined approach to inventory management. During the quarter we were able to generate strong increases in our gross margin and, as a result, deliver record second quarter earnings, which were at the high end of our previously issued guidance.”

Third Quarter Guidance

The Company announced its earnings guidance for the third quarter of fiscal 2007. The Company believes it will achieve third quarter earnings in the range $0.43 to $0.45 per diluted share, compared to net earnings of $0.41 per share in the third quarter of last year.

The Company believes that the disclosure of sales on a pro-forma basis due to the 53rd week in fiscal 2006, which is a non-GAAP financial measure, provides investors useful information to help them better understand the Company’s results.

Conference Call Information:
The Company will be holding a conference call today at 4:15 P.M. EDT to review its second quarter 2007 financial 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.

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About Aéropostale, Inc.
Aéropostale, 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. Aéropostale maintains control over its proprietary brands by designing, sourcing, marketing and selling all of its own merchandise. Aéropostale 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 780 Aéropostale stores in 47 states, 4 Aéropostale stores in Canada 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, 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 QUARTERLY REPORTS ON FORM 10-Q, 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)

	August 4,		February 3,		July 29,
	2007		2007		2006
ASSETS
Current Assets:
Cash and cash equivalents	$	164,520	$	200,064	$	117,307
Short-term investments		39,476		76,223		34,117
Merchandise inventory		150,605		101,476		154,720
Other current assets		44,849		21,030		30,015
Total current assets		399,450		398,793		336,159
Fixtures, equipment and improvements, net		209,270		175,591		178,972
Other assets		8,400		6,780		4,435
TOTAL ASSETS	$	617,120	$	581,164	$	519,566
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	99,219	$	63,918	$	99,391
Accrued expenses		64,437		100,880		54,640
Total current liabilities		163,656		164,798		154,031
Other non-current liabilities		114,097		104,250		100,639
Stockholders’ equity		339,367		312,116		264,896
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	617,120	$	581,164	$	519,566

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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
	August 4, 2007						July 29, 2006
				% of sales						% of sales
Net sales	$	311,236			100.0	%	$	274,624			100.0	%
Cost of sales (including certain buying, occupancy and warehousing expenses)		214,358			68.9			202,048			73.6
Gross profit		96,878			31.1			72,576			26.4
Selling, general and administrative expenses		74,533			23.9			62,222			22.7
Other income		—			—			2,085			0.8
Income from operations		22,345			7.2			12,439			4.5
Interest income, net		1,839			0.6			1,372			0.5
Income before income taxes		24,184			7.8			13,811			5.0
Income taxes		9,482			3.1			5,388			1.9
Net income	$	14,702			4.7	%	$	8,423			3.1	%
Basic earnings per share	$	0.19					$	0.10
Diluted earnings per share	$	0.19					$	0.10
Weighted average basic shares		77,629						80,441
Weighted average diluted shares		78,171						81,108
STORE DATA:
Comparable store sales (decrease) increase		(4.1	%)					1.0	%
Stores open at end of period		792						726
Total gross square footage at end of period		2,805,960						2,578,224
Average square footage during period		2,775,823						2,555,801

Note:
All share and per share amounts presented above were given retroactive recognition to the three-for-two stock split on all shares of our common stock.

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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
	August 4, 2007						July 29, 2006
				% of sales						% of sales
Net sales	$	587,018			100.0	%	$	520,916			100.0	%
Cost of sales (including certain buying, occupancy and warehousing expenses)		401,437			68.4			377,862			72.5
Gross profit		185,581			31.6			143,054			27.4
Selling, general and administrative expenses		142,752			24.3			120,487			23.1
Other income		—			—			2,085			0.4
Income from operations		42,829			7.3			24,652			4.7
Interest income, net		3,974			0.7			2,868			0.6
Income before income taxes		46,803			8.0			27,520			5.3
Income taxes		18,349			3.2			10,734			2.1
Net income	$	28,454			4.8	%	$	16,786			3.2	%
Basic earnings per share	$	0.37					$	0.21
Diluted earnings per share	$	0.36					$	0.21
Weighted average basic shares		77,555						81,026
Weighted average diluted shares		78,188						81,789
STORE DATA:
Comparable store sales decrease		(1.1	)%					(0.9	)%
Average square footage during period		2,719,441						2,495,181

Note:
All share and per share amounts presented above were given retroactive recognition to the three-for-two stock split on all shares of our common stock.

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