-----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, ON5mEh2C/dV+PxP5jijAtCKxy6bauZqgAsRABT1khYaygzkovqOUUei9W/pj+QDi h8WprGg0ike11W50VNc/MA== 0000950109-97-004521.txt : 19970613 0000950109-97-004521.hdr.sgml : 19970613 ACCESSION NUMBER: 0000950109-97-004521 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970503 FILED AS OF DATE: 19970612 SROS: NYSE 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12107 FILM NUMBER: 97623001 BUSINESS ADDRESS: STREET 1: FOUR LIMITED PARKWAY CITY: REYNOLDSBURG STATE: OH ZIP: 43068 BUSINESS PHONE: 6144797101 MAIL ADDRESS: STREET 1: THREE LIMITED PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43230 10-Q 1 ABERCROMBIE & FITCH CO. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 3, 1997 ----------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission file number 1-12107 ------- ABERCROMBIE & FITCH CO. -------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 31-1469076 - -------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Four Limited Parkway East, Reynoldsburg, OH 43068 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (614) 577-6500 ---------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class A Common Stock Outstanding at May 30, 1997 - --------------------------- ------------------------------------- $.01 Par Value 8,004,866 Shares Class B Common Stock Outstanding at May 30, 1997 - --------------------------- ------------------------------------- $.01 Par Value 43,000,000 Shares ABERCROMBIE & FITCH CO. TABLE OF CONTENTS
Page No. ------- Part I. Financial Information Item 1. Financial Statements Consolidated Statements of Operations Thirteen Weeks Ended May 3, 1997 and May 4, 1996.................................3 Consolidated Balance Sheets May 3, 1997 and February 1, 1997............................4 Consolidated Statements of Cash Flows Thirteen Weeks Ended May 3, 1997 and May 4, 1996.................................5 Notes to Consolidated Financial Statements.........................6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition...............10 Part II.Other Information Item 1. Legal Proceedings.............................................14 Item 4. Submission of Matters to a Vote of Security Holders...........14 Item 5. Other Information.............................................15 Item 6. Exhibits and Reports on Form 8-K..............................15
2 PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS ABERCROMBIE & FITCH CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Thousands except per share amounts) (Unaudited)
Thirteen Weeks Ended ------------------------ May 3, May 4, 1997 1996 ---------- ---------- NET SALES $74,316 $51,020 Cost of Goods Sold, Occupancy and Buying Costs 50,375 36,126 ---------- ---------- GROSS INCOME 23,941 14,894 General, Administrative and Store Operating Expenses 21,961 15,293 ---------- ---------- OPERATING INCOME (LOSS) 1,980 (399) Interest Expense, Net 1,035 - ---------- ---------- INCOME (LOSS) BEFORE INCOME TAXES 945 (399) Provision for (Benefit from) Income Taxes 380 (200) ---------- ---------- NET INCOME (LOSS) $565 ($199) ========== ========== NET INCOME PER SHARE $0.01 $0.00 ========== ========== WEIGHTED AVERAGE SHARES OUTSTANDING 51,068 43,000 ========== ==========
The accompanying notes are an integral part of these consolidated financial statements. 3 ABERCROMBIE & FITCH CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Thousands)
May 3, February 1, 1997 1997 ----------- ----------- (Unaudited) ASSETS ------ CURRENT ASSETS: Cash $1,921 $1,945 Accounts Receivable 1,422 2,102 Inventories 30,966 34,943 Store Supplies 5,739 5,300 Other 555 588 ----------- ----------- TOTAL CURRENT ASSETS 40,603 44,878 PROPERTY AND EQUIPMENT, NET 60,993 58,992 DEFERRED INCOME TAXES 3,083 1,885 OTHER ASSETS 7 6 ----------- ----------- TOTAL ASSETS $104,686 $105,761 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts Payable $7,259 $6,414 Accrued Expenses 22,831 22,388 Intercompany Payable 12,339 5,417 Income Taxes Payable 249 9,371 ----------- ----------- TOTAL CURRENT LIABILITIES 42,678 43,590 LONG-TERM DEBT 50,000 50,000 OTHER LONG-TERM LIABILITIES 1,057 933 SHAREHOLDERS' EQUITY: Common Stock 511 511 Paid-in Capital 117,980 117,980 Retained Deficit (106,688) (107,253) ----------- ----------- Less Treasury Stock, at Average Cost 11,803 11,238 (852) - ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 10,951 11,238 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $104,686 $105,761 =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 4 ABERCROMBIE & FITCH CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands) (Unaudited)
Thirteen Weeks Ended ------------------------ May 3, May 4, 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $565 ($199) Impact of Other Operating Activities on Cash Flows: Depreciation and Amortization 3,478 2,483 Changes in Assets and Liabilities: Inventories 3,977 (2,654) Accounts Payable and Accrued Expenses 1,288 (1,222) Income Taxes (10,320) (5,900) Other Assets and Liabilities 941 699 ---------- ---------- NET CASH USED FOR OPERATING ACTIVITIES (71) (6,793) ---------- ---------- CASH USED FOR INVESTING ACTIVITIES Capital Expenditures (6,023) (1,287) ---------- ---------- FINANCING ACTIVITIES: Increase in Intercompany Payable 6,922 8,029 Purchase of Treasury Stock (852) - ---------- ---------- NET CASH PROVIDED FROM FINANCING ACTIVITIES 6,070 8,029 ---------- ---------- NET DECREASE IN CASH (24) (51) Cash, Beginning of Year 1,945 874 ---------- ---------- CASH, END OF PERIOD $1,921 $823 ========== ==========
The accompanying notes are an integral part of these consolidated financial statements. 5 ABERCROMBIE & FITCH CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION Abercrombie & Fitch Co. (the "Company") is a specialty retailer of high quality, casual apparel for men and women with an active, youthful lifestyle. The accompanying consolidated financial statements include the historical financial statements of, and transactions applicable to Abercrombie & Fitch Co. and its subsidiaries and reflect the assets, liabilities, results of operations and cash flows on a historical cost basis. An initial public offering of 8.05 million shares of the Company's Class A common stock was consummated in the third quarter of 1996 and as a result, approximately 84% of the outstanding common stock of the Company is owned by The Limited, Inc. ("The Limited"). The common stock issued to The Limited (43 million Class B shares) in connection with the incorporation of the Company has been reflected as outstanding for all periods presented. The consolidated financial statements as of and for the periods ended May 3, 1997 and May 4, 1996 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's 1996 Annual Report. In the opinion of management, the accompanying 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 for a full fiscal year. The consolidated financial statements as of May 3, 1997 and for the thirteen week periods ended May 3, 1997 and May 4, 1996 included herein have been reviewed by the independent public accounting firm of Coopers & Lybrand L.L.P. and the report of such firm follows the notes to consolidated financial statements. 2. ADOPTION OF ACCOUNTING STANDARD In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share." ------------------ The Company will adopt the computation, presentation and disclosure requirements for earnings per share in the fourth quarter of 1997, the effect of which will not be material to the Company's consolidated financial statements. 6 3. INVENTORIES The fiscal year of the Company and its subsidiaries is comprised of two principal selling seasons: Spring (the first and second quarters) and Fall (the third and fourth quarters). Valuation of finished goods inventories is based principally upon the lower of average cost or market determined on a first-in, first-out basis utilizing the retail method. Inventory valuation at the end of the first and third quarters reflects adjustments for inventory markdowns and shrinkage estimates for the total selling season. 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net, consisted of (thousands):
May 3, February 1, 1997 1997 ------------ ------------ Property and equipment, at cost $106,110 $101,919 Accumulated depreciation and amortization (45,117) (42,927) ------------ ------------ Property and equipment, net $ 60,993 $ 58,992 ============ ============
5. INCOME TAXES The Company is included in The Limited's consolidated federal and certain state income tax groups for income tax purposes and is responsible for its proportionate share of income taxes calculated upon its federal taxable income at a current estimate of the Company's annual effective tax rate. Income taxes paid during the thirteen weeks ended May 3, 1997 and May 4, 1996 approximated $10.7 million and $5.7 million. 6. LONG-TERM DEBT Long-term debt consists of a 7.80% unsecured note in the amount of $50 million that matures May 15, 2002, and represents the Company's proportionate share of certain long-term debt of The Limited. The interest rate and maturity of the note parallels that of corresponding debt of The Limited. 7 7. INTERCOMPANY RELATIONSHIP WITH PARENT The Limited provides various services to the Company including, but not limited to, store design and construction supervision, real estate management, travel and flight support and merchandise sourcing. To the extent expenditures are specifically identifiable they are charged to the Company. All other related support expenses are charged to the Company and other divisions of The Limited based upon various allocation methods. The Company participates in The Limited's centralized cash management system whereby cash received from operations is transferred to The Limited's centralized cash accounts and cash disbursements are funded from the centralized cash accounts on a daily basis. After the initial capitalization of the Company, the intercompany cash management account became an interest earning asset or interest bearing liability of the Company depending upon the level of cash receipts and disbursements. Interest on the intercompany cash management account is calculated based on 30-day commercial paper rates for "AA" rated companies as reported in the Federal Reserve's H.15 statistical release. 8 [LETTERHEAD OF COOPERS & LYBRAND APPEARS HERE] REPORT OF INDEPENDENT ACCOUNTANTS To The Board of Directors of Abercrombie & Fitch Co. We have reviewed the condensed consolidated balance sheet of Abercrombie & Fitch Co. at May 3, 1997, and the related condensed consolidated statements of operations and cash flows for the thirteen-week periods ended May 3, 1997 and May 4, 1996. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of February 1, 1997, and the related consolidated statements of operations, shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated February 24, 1997, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of February 1, 1997, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Columbus, Ohio June 10, 1997 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS During the first quarter of 1997, net sales increased 46% to $74.3 million from $51.0 million a year ago. Earnings per share were $.01 in the first quarter of 1997 compared to a loss of ($.02) in 1996, on an adjusted basis. The adjusted results for the prior year period presented reflect: 1) 51.05 million shares outstanding, and 2) interest expense on the Company's ongoing capital structure and seasonal borrowings. Seasonal borrowings are provided through The Limited's centralized cash management system and are reflected in the Company's intercompany balances with The Limited. Financial Summary - ----------------- The following summarized statements of operations data compares the thirteen week period ended May 3, 1997 to the adjusted information for the comparable 1996 period (in thousands except per share data):
Actual Adjusted Actual May 3, 1997 May 4, 1996 May 4, 1996 ------------- ------------- ------------- Operating income (loss) $1,980 ($399) ($399) Interest expense, net 1,035 1,196 - ------------- ------------- ------------- Income (loss) before income taxes 945 (1,595) (399) Provision for (benefit from) income taxes 380 (640) (200) ------------- ------------- ------------- Net income (loss) $565 ($955) ($199) ============= ============= ============= Net income (loss) per share $0.01 ($0.02) $0.00 ============= ============= ============= Weighted average shares outstanding 51,068 51,050 43,000 ============= ============= =============
10 The following summarized financial and statistical data compares the thirteen week period ended May 3, 1997 to the comparable 1996 period:
1997 1996 % Change ------------ ------------ ------------ Increase in comparable store sales 14% 17% Sales increase attributable to new and remodeled stores 32% 36% Sales per average selling square foot $73 $64 14% Sales per average store (thousands) $574 $505 14% Average store size at end of quarter (selling square feet) 7,886 7,882 0% Selling square feet at end of quarter (thousands) 1,041 804 29% Number of stores: Beginning of year 127 100 Opened 5 2 ------------ ------------ End of period 132 102 ============ ============
Net Sales - --------- Net sales for the first quarter of 1997 increased 46% to $74.3 million from $51.0 million. The increase was due to a comparable store sales increase of 14%, combined with the addition of 30 new stores as compared to the first quarter of 1996. Comparable store sales increases were driven by strong performances in tees, polos and shorts in the men's business and tanks, denim and pants in the women's business. Gross Income - ------------ Gross income, as a percentage of net sales, increased to 32.2% for the first quarter of 1997 from 29.2% for the same period in 1996. The increase was attributable to improved merchandise margins (representing gross income before the deduction of buying and occupancy costs) and a decrease in buying and occupancy costs, as a percentage of net sales, due to favorable expense leveraging associated with increased comparable store sales. Higher initial markups (IMU) in 1997 were partially offset by an increase in markdowns taken in the first quarter of 1997 versus 1996, which is consistent with the Company's strategy to introduce fresh merchandise throughout the selling period. 11 General, Administrative and Store Operating Expenses - ---------------------------------------------------- General, administrative and store operating expenses expressed as a percentage of net sales, were 29.6% in the first quarter of 1997 and 30.0% for the comparable period in 1996. The improvement resulted primarily from the favorable leveraging of expenses due to higher sales volume. Operating Income - ---------------- First quarter operating income, expressed as a percentage of net sales, was 2.7% in 1997, up from a loss of (0.8%) for the comparable period in 1996. The improvement in operating income is a result of both higher gross income and lower general, administrative and store operating expenses, as a percentage of net sales. Interest Expense - ---------------- First quarter interest expense of $1.0 million was down $0.2 million from adjusted 1996 first quarter interest expense. Interest expense in 1997 and adjusted 1996 included $975 thousand on the $50 million long-term debt. The balance was primarily from interest on short-term borrowings (see Note 7 of the Company's Consolidated Financial Statements). FINANCIAL CONDITION Liquidity and Capital Resources - ------------------------------- Cash provided from operating activities and cash funding from The Limited's centralized cash management system provide the resources to support operations, including projected growth, seasonal requirements and capital expenditures. A summary of the Company's working capital position and long-term ongoing capitalization follows (thousands):
May 3, February 1, 1997 1997 ------------- ------------- Working capital (deficit) ($2,075) $1,288 ============= ============= Capitalization: Long-term debt $50,000 $50,000 Shareholders' equity 10,951 11,238 ------------- ------------- Total capitalization $60,951 $61,238 ============= =============
12 Net cash used for operating activities totaled $71 thousand for the thirteen weeks ended May 3, 1997 versus $6.8 million in the comparable period in 1996. Inventories of $31.0 million at May 3, 1997 declined 6% compared to the same period in 1996 as store inventory levels have been managed tighter and inventories have been turning faster, supporting the Company's strategy of delivering fresh merchandise more frequently. Additionally, cash used for income taxes increased due to the first quarter tax payments made on higher fourth quarter earnings. Investing activities were all for capital expenditures, which are primarily for new stores. Abercrombie & Fitch's operations are seasonal in nature and are comprised of two principal selling seasons: Spring (the first and second quarters) and Fall (the third and fourth quarters), with the fourth quarter, including the holiday season, accounting for at least 42% of net sales in each of the last two years. Accordingly, cash requirements are highest in the third quarter as the Company's inventory builds in anticipation of the holiday season. Capital Expenditures - -------------------- Capital expenditures, primarily for new and remodeled stores, totaled $6.0 million for the thirteen weeks ended May 3, 1997 compared to $1.3 million for the comparable period of 1996. The Company anticipates spending $29-$34 million in 1997 for capital expenditures, of which $27-$32 million will be for new stores, the remodel and/or expansion of existing stores and related improvements. The Company intends to add approximately 243,000 net selling square feet in 1997, which will represent a 24% increase over year-end 1996. It is anticipated that the increase will result from the addition of 31 new stores and the remodeling and/or expansion of three stores. The Company expects capital expenditures will be funded principally by net cash provided by operating activities. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 - -------------------------------------------------------------------------------- All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on various important factors which may be beyond the Company's control. Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, changes in consumer spending patterns, consumer preferences and overall economic conditions, the impact of competition and pricing, changes in weather patterns, political stability, currency and exchange risks and changes in existing or potential duties, tariffs or quotas, availability of suitable store locations on appropriate terms, ability to develop new merchandise and ability to hire and train associates, and other factors that may be described in the Company's filings with the Securities and Exchange Commission. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. 13 PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS The Company is a defendant in a variety of lawsuits arising in the ordinary course of business. On April 8, 1997, the United States District Court, Central District of California, unsealed and permitted to be served an amended complaint previously filed in that court against the Company, The Limited and certain of The Limited's other subsidiaries by the American Textiles Manufacturers Institute, a textile industry trade association. The complaint alleges that the defendants violated the federal False Claims Act by submitting false country of origin records to the US Customs Service. The complaint seeks recovery on behalf of the United States in an unspecified amount. On June 2, 1997, the defendants filed a motion to dismiss the complaint. The Company believes the allegations made in the suit are without merit and intends to defend it vigorously. Although it is not possible to predict with certainty the eventual outcome of any litigation, in the opinion of management, the foregoing proceedings are not expected to have a material adverse effect on the Company's financial position or results of operations. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held its Annual Meeting of Stockholders on May 29, 1997. The matters voted upon and the results of the voting were as follows: (a) Roger D. Blackwell, E. Gordon Gee, and Michael Jeffries were elected to the Board of Directors for a term of three years. Of the 7,138,864 Class A shares and 43,000,000 Class B shares (representing 129,000,000 votes) present in person or represented by proxy at the meeting, the number of votes for and the number of votes as to which authority to vote in the election was withheld, were as follows with respect to each of the nominees:
Votes Votes as to Which For Voting Authority Name Election Withheld ------------------------ ---------------- ------------------- Roger D. Blackwell 136,104,567 34,297 E. Gordon Gee 136,104,267 34,597 Michael S. Jeffries 136,106,817 32,047
In addition, directors whose term of office continued after the Annual Meeting were: Leslie H. Wexner, Kenneth B. Gilman and Donald B. Shackelford. (b) The Company's Incentive Compensation Performance Plan was approved with 136,020,079 votes for approval, 47,848 against and 31,106 abstained. (c) The Company's 1997 Restatement of the Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan was approved with 135,370,144 votes for approval, 698,183 against and 30,706 abstained. (d) The Company's 1996 Stock Plan for Non-Associate Directors was approved with 136,004,874 votes for approval, 61,753 against and 32,406 abstained. 14 PART II - OTHER INFORMATION Item 5. OTHER INFORMATION The Company's Certificate of Incorporation includes provisions relating to potential conflicts of interest that may arise between the Company and The Limited. Such provisions were adopted in light of the fact that the Company and The Limited and its subsidiaries are engaged in retail businesses and may pursue similar opportunities in the ordinary course of business. Among other things, these provisions generally eliminate the liability of directors and officers of the Company with respect to certain matters involving The Limited and its subsidiaries, including matters that may constitute corporate opportunities of The Limited, its subsidiaries or the Company. Any person purchasing or acquiring an interest in shares of capital stock of the Company will be deemed to have consented to such provisions relating to conflicts of interest and corporate opportunities, and such consent may restrict such person's ability to challenge transactions carried out in compliance with such provisions. Investors should review the Company's Certificate of Incorporation before making any investment in shares of the Company's capital stock. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits -------- 3. Articles of Incorporation and Bylaws 3.1 Amended and Restated Certificate of Incorporation of the Company incorporated by reference to Exhibit 3.1 to the Company's quarterly report on Form 10-Q for the quarter ended November 2, 1996. 3.2 Bylaws of the Company incorporated by reference to Exhibit 3.2 to the Company's quarterly report on Form 10-Q for the quarter ended November 2, 1996. 4. Instruments Defining the Rights of Security Holders 4.1 Specimen Certificate of Class A Common Stock of the Company incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-8231) (the "Form S-1"). 4.2 Certificate of Incorporation of The Limited, Inc. incorporated by reference to Exhibit 4.2 to the Company's Form S-1. 4.3 Bylaws of The Limited, Inc. incorporated by reference to Exhibit 4.3 to the Company's Form S-1. 10. Material Contracts 10.1 Abercrombie & Fitch Co. Incentive Compensation Performance Plan incorporated by reference to Exhibit A to the Company's Proxy Statement dated April 14, 1997. 10.2 Abercrombie & Fitch Co. 1997 Restatement of the Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan incorporated by reference to Exhibit B to the Company's Proxy Statement dated April 14, 1997. 15 10.3 Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate Directors incorporated by reference to Exhibit C to the Company's Proxy Statement dated April 14, 1997. 11. Statement re: Computation of Per Share Earnings 15. Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Incorporation of Report of Independent Accountants 27. Financial Data Schedule (b) Reports on Form 8-K. -------------------- None. 16 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 thereunto duly authorized. ABERCROMBIE & FITCH CO. (Registrant) By /s/ Seth R. Johnson -------------------------------- Seth R. Johnson, Vice President and Chief Financial Officer* Date: June 12, 1997 - -------------------------------------- * Mr. Johnson is the principal financial officer and has been duly authorized to sign on behalf of the Registrant. 17 EXHIBIT INDEX ------------- Exhibit No. Document - ----------- -------------------------------------------- 11 Statement re: Computation of Per Share Earnings. 15 Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Incorporation of Independent Accountants' Report. 27 Financial Data Schedule. EX-11 2 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS EXHIBIT 11 ---------- ABERCROMBIE & FITCH CO. COMPUTATION OF PER SHARE EARNINGS (Thousands except per share amounts)
Thirteen Weeks Ended ------------------------ May 3, May 4, 1997 1996 ---------- ---------- Net income $565 ($199) ========== ========== Common shares outstanding: Weighted average 51,050 43,000 Dilutive effect of stock options 46 - Weighted average treasury shares (28) - ---------- ---------- Weighted average used to calculate net income per share 51,068 43,000 ========== ========== Net income per share $.01 - ========== ==========
EX-15 3 LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION [LETTERHEAD OF COOPERS & LYBRAND APPEARS HERE] EXHIBIT 15 ---------- Securities and Exchange Commission 450 5th Street, N.W. Judiciary Plaza Washington, D.C. 20549 We are aware that our report dated June 10, 1997, on our review of the interim consolidated financial information of Abercrombie & Fitch Co. for the thirteen- week period ended May 3, 1997 and included in this Form 10-Q is incorporated by reference in the Company's registration statements on Form S-8, Registration Nos. 333-15941, 333-15943 and 333-15945. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Sections 7 and 11 of that Act. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Columbus, Ohio June 10, 1997 EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF ABERCROMBIE & FITCH CO. AND SUBSIDIARIES FOR THE QUARTER ENDED MAY 3, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS JAN-31-1998 FEB-02-1997 MAY-03-1997 1,921 0 1,422 0 30,966 40,603 106,110 45,117 104,686 42,678 50,000 0 0 511 10,440 104,686 74,316 74,316 50,375 50,375 21,961 0 1,035 945 380 565 0 0 0 565 .01 .01
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