-----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, VmRgmsz1T8T+La/nmDqa3OodhBoiigi4nr+yocuC4RYBfYjE/V9FlhPDhcfQZpFO ISartclHbuuChnHA7Jg1Iw== 0000950123-10-013708.txt : 20100217 0000950123-10-013708.hdr.sgml : 20100217 20100217160051 ACCESSION NUMBER: 0000950123-10-013708 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20100217 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Material Impairments ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100217 DATE AS OF CHANGE: 20100217 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: 10612828 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 c96429e8vk.htm FORM 8-K Form 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, 2010 (February 12, 2010)
ABERCROMBIE & FITCH CO.
(Exact name of registrant as specified in its charter)
         
Delaware   1-12107   31-1469076
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     
6301 Fitch Path,
New Albany, Ohio
   
43054
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (614) 283-6500
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:
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))
 
 


 

Item 2.02. Results of Operations and Financial Condition.
On February 16, 2010, Abercrombie & Fitch Co. (the “Registrant”) issued a press release (the “Release”) reporting the Registrant’s unaudited financial results for the thirteen weeks (quarterly period) and fifty-two weeks (fiscal year) ended January 30, 2010, along with an analysis of net loss from discontinued operations related to Ruehl for the thirteen and fifty-two weeks ended January 30, 2010 and January 31, 2009. A reconciliation of the GAAP to non-GAAP financial measures relating to certain financial measures contained in the Release as well as information satisfying the disclosure requirements of Item 10(e)(1)(i) of SEC Regulation S-K are also included in the Release. A copy of the Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Registrant also made available in conjunction with the Release additional unaudited quarterly financial information as of and for the quarterly periods in the fiscal years ended January 30, 2010 and January 31, 2009. Additional year-to-date financial information was made available for the fiscal years ended February 2, 2008, February 3, 2007 and January 28, 2006. The additional quarterly and year-to-date financial information is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The Registrant’s management conducted a conference call on February 16, 2010, at approximately 8:30 a.m., Eastern Time, to review the Registrant’s financial results for the thirteen and fifty-two week periods ended January 30, 2010. A copy of the transcript of the conference call is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.06. Material Impairments.
Based on the impact of current sales trends on the profitability of a number of stores, the Registrant recorded a non-cash impairment charge of $33.2 million in connection with the fiscal year-end review of long-lived store assets as of January 30, 2010. The impairment charge, which was recorded in respect of the thirteen weeks ended January 30, 2010, is related to long-lived store assets associated with 34 Abercrombie & Fitch stores, 46 abercrombie stores and 19 Hollister stores.
Item 8.01. Other Events.
In the Release, the Registrant also announced that the Board of Directors of the Registrant had declared a quarterly cash dividend of $0.175 per share in respect of the Registrant’s Class A Common Stock. The dividend was declared on February 12, 2010 and is payable on March 16, 2010 to shareholders of record at the close of business on February 26, 2010.
Item 9.01. Financial Statements and Exhibits.
(a) through (c) Not applicable
(d) Exhibits:
The following exhibits are included with this Current Report on Form 8-K:
         
Exhibit No.   Description
  99.1    
Press Release issued by Abercrombie & Fitch Co. on February 16, 2010
       
 
  99.2    
Additional Unaudited Quarterly and Year-to-Date Financial Information made available by Abercrombie & Fitch Co. in conjunction with Press Release on February 16, 2010
       
 
  99.3    
Transcript of conference call held by management of Abercrombie & Fitch Co. on February 16, 2010

 

-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, 2010  By:   /s/ Jonathan E. Ramsden    
    Jonathan E. Ramsden   
    Executive Vice President and Chief Financial Officer   

 

-3-


 

         
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated February 17, 2010
Abercrombie & Fitch Co.
         
Exhibit No.   Description
       
 
  99.1    
Press Release issued by Abercrombie & Fitch Co. on February 16, 2010
       
 
  99.2    
Additional Unaudited Quarterly and Year-to-Date Financial Information made available by Abercrombie & Fitch Co. in conjunction with Press Release on February 16, 2010
       
 
  99.3    
Transcript of conference call held by management of Abercrombie & Fitch Co. on February 16, 2010

 

-4-

EX-99.1 2 c96429exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
Exhibit 99.1
ABERCROMBIE & FITCH REPORTS FOURTH QUARTER AND FISCAL YEAR-END RESULTS
BOARD OF DIRECTORS DECLARES QUARTERLY DIVIDEND OF $0.175
New Albany, Ohio, February 16, 2010: Abercrombie & Fitch Co. (NYSE: ANF) today reported unaudited results which reflected net income of $47.5 million and net income per diluted share of $0.53 for the thirteen weeks ended January 30, 2010, compared to net income of $68.4 million and net income per diluted share of $0.78 for the thirteen weeks ended January 31, 2009.
Excluding a net loss from discontinued operations and non-cash asset impairment charges, the Company reported non-GAAP net income per diluted share of $0.91 for the thirteen weeks ended January 30, 2010, compared to non-GAAP net income per diluted share of $1.06 for the comparable period last year. A reconciliation of net income per diluted share on a GAAP basis to net income per diluted share excluding net loss from discontinued operations and non-cash asset impairment charges, a non-GAAP financial measure, is summarized in a table accompanying the Condensed Consolidated financial statements included with this release.
The Company also reported net income of $0.3 million and net income per diluted share of $0.00 for the fifty-two weeks ended January 30, 2010, compared to net income of $272.3 million and net income per diluted share of $3.05 for the fifty-two weeks ended January 31, 2009.
Excluding a net loss from discontinued operations and non-cash asset impairment charges, the Company reported non-GAAP net income per diluted share of $1.12 for the fifty-two weeks ended January 30, 2010, compared to non-GAAP net income per diluted of $3.51 for the comparable period last year.
The Company completed the closure of its Ruehl branded stores and related direct-to-consumer operations during the fourth quarter. Accordingly, the after-tax operating results for Ruehl are included in discontinued operations for all periods presented in the Company’s Condensed Consolidated Statements of Income.
Fourth Quarter Sales Highlights — From Continuing Operations
    Total Company net sales, including direct-to-consumer net sales, decreased 5% to $936.0 million
    Total Company domestic net sales, including direct-to-consumer net sales, decreased 12% to $793.1 million
    Total Company international net sales, including direct-to-consumer net sales, increased 86% to $142.9 million
    Comparable store sales decreased 13%
    Total Company direct-to-consumer net merchandise sales were $93.1 million, flat compared to last year
    Abercrombie & Fitch net sales of $398.0 million; Abercrombie & Fitch comparable store sales decreased 8%

 

 


 

    abercrombie kids net sales of $111.8 million; abercrombie kids comparable store sales decreased 11%
    Hollister Co. net sales of $417.1 million; Hollister Co. comparable store sales decreased 19%
Mike Jeffries, Chief Executive Officer and Chairman of the Board of Abercrombie & Fitch Co., said:
“Having managed through a very difficult retail environment in 2009 with a long-term mindset of protecting our brands, we look forward to 2010 as we intend to grow the business internationally and improve the profitability of the domestic business.”
Fourth Quarter and Fiscal Year 2009 Financial Results
Net sales for the thirteen weeks ended January 30, 2010 decreased 5% to $936.0 million from $980.8 million for the thirteen weeks ended January 31, 2009. Total Company direct-to-consumer net merchandise sales were $93.1 million for the thirteen week period ended January 30, 2010, flat to the comparable period last year. Total Company fourth quarter comparable store sales decreased 13%. For the fifty-two week fiscal year ended January 30, 2010, the Company reported a net sales decrease of 16% to $2.93 billion from $3.48 billion for the fifty-two week fiscal year ended January 31, 2009. Total Company direct-to-consumer net merchandise sales decreased 6% to $249.4 million for the fifty-two week fiscal year ended January 30, 2010, compared to the fifty-two week fiscal year ended January 31, 2009. Fiscal 2009 total Company comparable store sales decreased 23%.
The gross profit rate for the fourth quarter was 63.5%, 110 basis points lower than last year’s fourth quarter gross profit rate. The decrease in gross profit rate was primarily driven by a lower average unit retail, partially off-set by a reduction in average unit cost. In addition, gross profit for the quarter was affected by unplanned markdowns on spring product that will go straight to clearance or outlet stores. For Fiscal 2009, the gross profit rate was 64.3% versus 66.9% last year.
Stores and distribution expense, as a percentage of net sales, increased to 44.2% from 39.3% for the fourth quarter. For the thirteen weeks ended January 30, 2010 and January 31, 2009, stores and distribution expense included non-cash, pre-tax asset impairment charges related to 99 stores of $33.2 million, or 3.5% of net sales, and charges related to 20 stores of $8.3 million, or 0.8% of net sales, respectively. Excluding the effect of impairment charges, the increase in stores and distribution expense as a percentage of net sales was primarily attributable to higher store occupancy costs, including rent, depreciation and other occupancy costs. For Fiscal 2009, stores and distribution expense, as a percentage of net sales, increased to 48.7% versus 41.2% last year.
Marketing, general and administrative expense for the fourth quarter was $92.4 million, compared to $97.5 million during the same period last year. Marketing, general and administrative expense reflects reductions related to employee compensation and benefits, travel, outside services and marketing. For Fiscal 2009, marketing, general and administrative expense was $353.3 million compared to $405.2 million last year.
The income tax rate for continuing operations for the fourth quarter was 35.3% compared to 44.4% during the same period last year. The fourth quarter income tax rate for continuing operations for Fiscal 2009 benefitted from foreign operations. The income tax rate for the fourth quarter of Fiscal 2008 included a charge of $9.9 million related to IRC Section 162(m). For Fiscal 2009, the income tax rate from continuing operations was 33.9% compared to 39.5% last year.

 

 


 

Net income from continuing operations was $61.0 million and net income per diluted share from continuing operations was $0.68 for the thirteen weeks ended January 30, 2010, compared to net income from continuing operations of $88.0 million and net income per diluted share from continuing operations of $1.00 for the comparable period last year. The results included non-cash, store-related asset impairment charges of $0.23 per diluted share and $0.06 per diluted share for the thirteen weeks ended January 30, 2010 and January 31, 2009, respectively, and a charge of $0.11 per diluted share related to expense associated with IRC Section 162(m) for the thirteen weeks ended January 31, 2009. For Fiscal 2009, net income from continuing operations was $79.0 million and net income per diluted share from continuing operations was $0.89, compared to net income from continuing operations of $308.2 million and net income per diluted share from continuing operations of $3.45 for the comparable period last year, including the above charges.
Net loss from discontinued operations was $13.6 million and net loss per diluted share from discontinued operations was $0.15 for the fourth quarter, compared to net loss from discontinued operations of $19.6 million and net loss per diluted share from discontinued operations of $0.22 for the comparable period last year. Net loss from discontinued operations for the fourth quarter of Fiscal 2009 includes an after-tax charge of $13.7 million, or $0.15 per diluted share, associated with the closure of the Ruehl business, primarily related to lease termination costs. Net loss from discontinued operations for the fourth quarter of Fiscal 2008 includes an after-tax, store-related asset impairment charge of $13.6 million, or $0.15 per diluted share. For Fiscal 2009, net loss from discontinued operations was $78.7 million and net loss per diluted share from discontinued operations was $0.89, compared to net loss from discontinued operations of $35.9 million and net loss per diluted share from discontinued operations of $0.40 for the comparable period last year. Net loss from discontinued operations includes after-tax charges of $34.2 million, or $0.39 per diluted share, associated with the closure of the Ruehl business for Fiscal 2009, and after-tax charges of $31.4 million, or $0.35 per diluted share, and $13.6 million, or $0.15 per diluted share, associated with the impairment of Ruehl-related store assets for Fiscal 2009 and Fiscal 2008, respectively.
The Company ended the fourth quarter with $680.1 million in cash and cash equivalents, and borrowings under the credit agreement of $50.9 million and outstanding letters of credit of $50.0 million.
Fiscal 2009 total capital expenditures were $175.5 million, which consisted of approximately $136.5 million for new stores, store refreshes and remodels and $39.0 million related to information technology, distribution center and other home office projects.
During Fiscal 2009, the Company opened 24 new stores, 11 domestically and 13 internationally, and closed 53 stores, including 29 Ruehl stores.
Ruehl Update — Discontinued Operations
As previously announced, on June 16, 2009, the Board of Directors approved the closure of the Company’s 29 Ruehl branded stores and related direct-to-consumer operations. The Company completed the closure during the fourth quarter of Fiscal 2009 and accordingly the after-tax operating results of Ruehl for each period presented are included in discontinued operations on the Condensed Consolidated Statements of Income. As compared to the previous estimate of $60 million, during Fiscal 2009 the Company incurred aggregate pre-tax charges with a net present value of approximately $56.1 million to exit the Ruehl business, of which $22.4 million was incurred in the fourth quarter.
In addition to the $56.1 million in aggregate pre-tax exit charges incurred during Fiscal 2009, the Company incurred non-cash, pre-tax asset impairment charges related to Ruehl of $51.5 million during Fiscal 2009 and $22.3 million during Fiscal 2008.
The net loss from discontinued operations for the fourth quarter and fiscal year includes the operating results, exit charges and non-cash impairment charges for Ruehl as summarized in the table accompanying the condensed consolidated financial statements included with this release.

 

 


 

Other Developments
During the quarter, the Company opened a flagship location in Tokyo, as well as five Hollister mall-based stores in Europe.
The Board of Directors declared a quarterly cash dividend of $0.175 per share on the Class A Common Stock of Abercrombie & Fitch Co. payable on March 16, 2010 to shareholders of record at the close of business on February 26, 2010.
2010 Outlook
In Fiscal 2010, the Company expects to open Abercrombie & Fitch flagship stores in Copenhagen, Denmark and Fukuoka, Japan and a Hollister Epic store on Fifth Avenue in New York. Additionally, the Company expects to open approximately 30 international mall-based Hollister stores.
Based on current new store plans and other planned expenditures, the Company expects total capital expenditures to be in the range of $250 million to $260 million, including $215 million to $225 million related to new stores, store refreshes and remodels, and approximately $35 million related to information technology, distribution center and other home office projects.
At the end of Fiscal 2009, the Company operated a total of 1,096 stores. The Company operated 340 Abercrombie & Fitch stores, 205 abercrombie stores, 507 Hollister Co. stores and 16 Gilly Hicks stores domestically. The Company also operated six Abercrombie & Fitch stores, four abercrombie kids stores and 18 Hollister Co. stores internationally. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com and www.gillyhicks.com.
Today at 8:30 AM, Eastern Time, the Company will conduct a conference call. Management will discuss the Company’s performance and its plans for the future and will accept questions from participants. To listen to the live conference call, dial (888) 204-4317 or internationally at (913) 981-5589. To listen via the Internet, go to www.abercrombie.com, select the Investors page and scroll through the 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 (888) 203-1112 or internationally at (719) 457-0820 followed by the conference ID number 6042496; or for 12 months by visiting the Company’s website at www.abercrombie.com.
# # # #

 

 


 

     
For further information, call:
  Eric Cerny
 
  Manager, Investor Relations
 
  (614) 283-6385
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
A&F cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Press Release or made by management of A&F involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. The following factors, in addition to those included in the disclosure under the heading “ FORWARD-LOOKING STATEMENTS AND RISK FACTORS” in “ITEM 1A. RISK FACTORS” of A&F’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for the 2009 fiscal year and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Press Release or otherwise made by management: current general and financial economic conditions; 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; availability and market prices of key raw materials; ability to source product from its global supplier base; 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; ability to hire, train and retain associates; estimates of expenses which the Company may incur in connection with the closure of the Ruehl stores and related direct-to-consumer operations; and the outcome of pending litigation or other adversarial proceedings. Future economic and industry trends that could potentially impact revenue and profitability are difficult to predict. Therefore, there can be no assurance that the forward-looking statements included in this Press Release will prove to be accurate. In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. The forward-looking statements herein are based on information presently available to the management of the Company. Except as may be required by applicable law, the Company assumes no obligation 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.
# # # #

 

 


 

Abercrombie & Fitch Co.
Condensed Consolidated Statements of Income
(Unaudited)
Thirteen Weeks Ended January 30, 2010 and Thirteen Weeks Ended January 31, 2009
(in thousands, except per share data)
                                 
    ACTUAL     ACTUAL  
    2009     % of Net Sales     2008     % of Net Sales  
 
                               
Net Sales
  $ 935,991       100.0 %   $ 980,809       100.0 %
 
                               
Cost of Goods Sold
    341,449       36.5 %     346,960       35.4 %
 
                       
 
                               
Gross Profit
    594,542       63.5 %     633,849       64.6 %
 
                               
Total Stores and Distribution Expense
    413,983       44.2 %     385,017       39.3 %
 
                               
Total Marketing, General and Administrative Expense
    92,390       9.9 %     97,464       9.9 %
 
                               
Other Operating Income, Net
    (7,268 )     -0.8 %     (5,431 )     -0.6 %
 
                       
 
                               
Operating Income
    95,437       10.2 %     156,799       16.0 %
 
                               
Interest Expense (Income), Net
    1,093       0.1 %     (1,419 )     -0.1 %
 
                       
 
                               
Income from Continuing Operation Before Income Taxes
    94,344       10.1 %     158,218       16.1 %
 
                               
Income Tax Expense for Continuing Operations
    33,319       3.6 %     70,197       7.2 %
 
                       
 
                               
Net Income from Continuing Operations
    61,025       6.5 %     88,021       9.0 %
 
                               
Net Loss from Discontinued Operations (net of taxes)
    (13,566 )     -1.4 %     (19,614 )     -2.0 %
 
                       
 
                               
Net Income
  $ 47,459       5.1 %   $ 68,407       7.0 %
 
                       
 
                               
Net Income Per Share from Continuing Operations:
                               
Basic
  $ 0.69             $ 1.01          
Diluted
  $ 0.68             $ 1.00          
 
                               
Net Loss Per Share from Discontinued Operations:
                               
Basic
  $ (0.15 )           $ (0.23 )        
Diluted
  $ (0.15 )           $ (0.22 )        
 
                               
Total Net Income Per Share:
                               
Basic
  $ 0.54             $ 0.79          
Diluted
  $ 0.53             $ 0.78          
 
                               
Weighted-Average Shares Outstanding:
                               
Basic
    87,977               87,052          
Diluted
    89,114               88,258          

 

 


 

Abercrombie & Fitch Co.
Condensed Consolidated Statements of Income
(Unaudited)
Fifty-Two Weeks Ended January 30, 2010 and Fifty-Two Weeks Ended January 31, 2009
(in thousands, except per share data)
                                 
    ACTUAL     ACTUAL  
    2009     % of Net Sales     2008     % of Net Sales  
 
                               
Net Sales
  $ 2,928,626       100.0 %   $ 3,484,058       100.0 %
 
                               
Cost of Goods Sold
    1,045,028       35.7 %     1,152,963       33.1 %
 
                       
 
                               
Gross Profit
    1,883,598       64.3 %     2,331,095       66.9 %
 
                               
Total Stores and Distribution Expense
    1,425,950       48.7 %     1,436,363       41.2 %
 
                               
Total Marketing, General and Administrative Expense
    353,269       12.1 %     405,248       11.6 %
 
                               
Other Operating Income, Net
    (13,533 )     -0.5 %     (8,778 )     -0.3 %
 
                       
 
                               
Operating Income
    117,912       4.0 %     498,262       14.3 %
 
                               
Interest Income, Net
    (1,598 )     -0.1 %     (11,382 )     -0.3 %
 
                       
 
                               
Income from Continuing Operation Before Income Taxes
    119,510       4.1 %     509,644       14.6 %
 
                               
Income Tax Expense for Continuing Operations
    40,557       1.4 %     201,475       5.8 %
 
                       
 
                               
Net Income from Continuing Operations
    78,953       2.7 %     308,169       8.8 %
 
                               
Net Loss from Discontinued Operations (net of taxes)
    (78,699 )     -2.7 %     (35,914 )     -1.0 %
 
                       
 
                               
Net Income
  $ 254       0.0 %   $ 272,255       7.8 %
 
                       
 
                               
Net Income Per Share from Continuing Operations:
                               
Basic
  $ 0.90             $ 3.55          
Diluted
  $ 0.89             $ 3.45          
 
                               
Net Loss Per Share from Discontinued Operations:
                               
Basic
  $ (0.90 )           $ (0.41 )        
Diluted
  $ (0.89 )           $ (0.40 )        
 
                               
Total Net Income Per Share:
                               
Basic
  $ 0.00             $ 3.14          
Diluted
  $ 0.00             $ 3.05          
 
                               
Weighted-Average Shares Outstanding:
                               
Basic
    87,874               86,816          
Diluted
    88,609               89,291          

 

 


 

Abercrombie & Fitch Co.
Condensed Consolidated Balance Sheets
(in thousands)
                 
    (Unaudited)        
    January 30, 2010     January 31, 2009  
ASSETS
               
 
               
Current Assets
               
Cash and Equivalents
  $ 680,113     $ 522,122  
Marketable Securities
    32,356        
Receivables
    102,450       53,110  
Inventories
    310,645       372,422  
Deferred Income Taxes
    44,570       43,408  
Other Current Assets
    89,942       93,763  
 
           
 
               
Total Current Assets
    1,260,076       1,084,825  
 
               
Property and Equipment, Net
    1,244,019       1,398,655  
 
               
Non-Current Marketable Securities
    141,794       229,081  
 
               
Other Assets
    187,562       135,620  
 
           
 
               
TOTAL ASSETS
  $ 2,833,451     $ 2,848,181  
 
           
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
 
               
Current Liabilities
               
Accounts Payable and Outstanding Checks
  $ 150,134     $ 149,753  
Accrued Expenses
    264,109       241,231  
Deferred Lease Credits
    43,597       42,358  
Income Taxes Payable
    9,352       16,455  
 
           
 
               
Total Current Liabilities
    467,192       449,797  
 
               
Long-Term Liabilities
               
Deferred Income Taxes
    47,142       34,085  
Deferred Lease Credits
    212,052       211,978  
Debt
    71,213       100,000  
Other Liabilities
    207,935       206,743  
 
           
 
               
Total Long-Term Liabilities
    538,342       552,806  
 
               
Total Shareholders’ Equity
    1,827,917       1,845,578  
 
           
 
               
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 2,833,451     $ 2,848,181  
 
           

 

 


 

Reconciliation of GAAP to non-GAAP financial measures
This release contains non-GAAP financial measures reflecting adjustments to the Company’s net income per diluted share for the thirteen and fifty-two weeks ended January 30, 2010 and January 31, 2009. Provided in the tables below are reconciliations between the relevant GAAP financial measures and the non-GAAP financial measures contained in this release. As used herein, “GAAP” refers to accounting principles generally accepted in the United States of America.
The Company believes that the non-GAAP financial measures presented in the release and below in the reconciliation tables are useful to investors as they provide the ability to measure the Company’s operating performance and compare it against that of prior periods without reference to the Condensed Consolidated Statements of Income impact of discontinued operations and non-cash, store related asset impairment charges. These non-GAAP financial measures should not be used as alternatives to net income per diluted share as indicators of the ongoing operating performance of the Company and are also not intended to supersede or replace the Company’s GAAP financial measures.
Abercrombie & Fitch Co.
Reconciliation of net income per diluted share on a GAAP basis to net income per diluted share on a non-GAAP basis
(Unaudited)
                 
    Thirteen Weeks Ended  
    January 30, 2010     January 31, 2009  
 
               
Net income per diluted share on a GAAP basis
  $ 0.53     $ 0.78  
Plus: Net loss from discontinued operations (1)
  $ 0.15     $ 0.22  
Plus: Non-cash, store-related asset impairment charges (2)
  $ 0.23     $ 0.06  
 
           
Net income per diluted share on a non-GAAP basis
  $ 0.91     $ 1.06  
                 
    Fifty-two Weeks Ended  
    January 30, 2010     January 31, 2009  
 
               
Net income per diluted share on a GAAP basis
  $ 0.00     $ 3.05  
Plus: Net loss from discontinued operations (1)
  $ 0.89     $ 0.40  
Plus: Non-cash, store-related asset impairment charges (2)
  $ 0.23     $ 0.06  
 
           
Net income per diluted share on a non-GAAP basis
  $ 1.12     $ 3.51  
     
(1)   Net loss from discontinued operations for the fourth quarter and fiscal year includes the operating results, exit charges and non-cash impairment charges for Ruehl as summarized in a table accompanying the condensed consolidated financial statements included with this release.
 
(2)   The non-cash, store-related asset impairment charges relate to stores whose asset carrying value exceeded the fair value. For Fiscal 2009 the charge was associated with 34 Abercrombie & Fitch, 46 abercrombie kids and 19 Hollister stores. For Fiscal 2008 the charge was associated with 11 Abercrombie & Fitch, six abercrombie kids and three Hollister stores.

 

 


 

Abercrombie & Fitch Co.
Analysis of Net Loss from Discontinued Operations
(Unaudited)
(in thousands)
                                                                 
    Thirteen Weeks Ended  
    January 30, 2010     January 31, 2009  
    Operating     Exit     Impairment             Operating     Exit     Impairment        
    Results     Charges     Charges     Total     Results     Charges     Charges     Total  
Net Sales
  $ 15,032     $     $     $ 15,032     $ 17,146     $     $     $ 17,146  
 
                                                               
Cost of Goods Sold
    4,629       608             5,237       8,381                   8,381  
 
                                               
 
                                                               
Gross Profit
    10,403       (608 )           9,795       8,765                   8,765  
 
                                                               
Stores and Distribution Expense
    10,177       21,754             31,931       15,170             22,272       37,442  
Marketing, General and Administrative Expense
    82       22             104       3,514                   3,514  
Other Operating Income, Net
                            (37 )                 (37 )
 
                                               
 
                                                               
Operating Income (Loss)
    144       (22,384 )           (22,240 )     (9,882 )           (22,272 )     (32,154 )
 
                                                               
Tax Expense (Benefit) for Discontinued Operations
    56       (8,730 )           (8,674 )     (3,854 )           (8,686 )     (12,540 )
 
                                               
 
                                                               
Net Income (Loss) from Discontinued Operations
    88       (13,654 )           (13,566 )     (6,028 )           (13,586 )     (19,614 )
 
                                                               
Net Income (Loss) Per Share from Discontinued Operations:
                                                               
Basic
  $ 0.00     $ (0.15 )   $     $ (0.15 )   $ (0.07 )   $     $ (0.16 )   $ (0.23 )
Diluted
  $ 0.00     $ (0.15 )   $     $ (0.15 )   $ (0.07 )   $     $ (0.15 )   $ (0.22 )
                                                                 
    Fifty-two Weeks Ended  
    January 30, 2010     January 31, 2009  
    Operating     Exit     Impairment             Operating     Exit     Impairment        
    Results     Charges     Charges     Total     Results     Charges     Charges     Total  
Net Sales
  $ 48,393     $     $     $ 48,393     $ 56,218     $     $     $ 56,218  
 
                                                               
Cost of Goods Sold
    21,429       608             22,037       25,621                   25,621  
 
                                               
 
                                                               
Gross Profit
    26,964       (608 )           26,356       30,597                   30,597  
 
                                                               
Stores and Distribution Expense
    43,407       54,903       48,516       146,826       52,876             22,272       75,148  
Marketing, General and Administrative Expense
    4,942       594       3,020       8,556       14,411                   14,411  
Other Operating Income, Net
    (11 )                 (11 )     (86 )                 (86 )
 
                                               
 
                                                               
Operating Income (Loss)
    (21,374 )     (56,105 )     (51,536 )     (129,016 )     (36,604 )           (22,272 )     (58,876 )
 
                                                               
Tax Expense (Benefit) for Discontinued Operations
    (8,336 )     (21,881 )     (20,099 )     (50,316 )     (14,275 )           (8,686 )     (22,962 )
 
                                               
 
                                                               
Net Income (Loss) from Discontinued Operations
    (13,038 )     (34,224 )     (31,437 )     (78,699 )     (22,328 )           (13,586 )     (35,914 )
 
                                                               
Net Income (Loss) Per Share from Discontinued Operations:
                                                               
Basic
  $ (0.15 )   $ (0.39 )   $ (0.36 )   $ (0.90 )   $ (0.26 )   $     $ (0.16 )   $ (0.41 )
Diluted
  $ (0.15 )   $ (0.39 )   $ (0.35 )   $ (0.89 )   $ (0.25 )   $     $ (0.15 )   $ (0.40 )

 

 

EX-99.2 3 c96429exv99w2.htm EXHIBIT 99.2 Exhibit 99.2
Exhibit 99.2
Abercrombie & Fitch Co.
Quarterly Financial Information
(Unaudited)
(in thousands, except per share data and store data)
                                                                                                         
    Fiscal Years Ended     Fiscal Year 2008     Fiscal Year 2009  
    2005     2006     2007     Q1     Q2     Q3     Q4     YTD     Q1     Q2     Q3     Q4     YTD  
 
                                                                                                       
Net Sales
  $ 2,768,164     $ 3,284,176     $ 3,699,656     $ 787,139     $ 833,298     $ 882,811     $ 980,809     $ 3,484,058     $ 601,729     $ 637,221     $ 753,684     $ 935,991     $ 2,928,626  
 
                                                                                                       
Cost of Goods Sold
    913,979       1,083,509       1,211,490       260,404       247,751       297,847       346,960       1,152,963       220,277       212,706       270,597       341,449       1,045,028  
 
                                                                             
 
                                                                                                       
Gross Profit
    1,854,186       2,200,668       2,488,166       526,734       585,547       584,965       633,849       2,331,095       381,453       424,516       483,087       594,542       1,883,598  
 
                                                                                                       
Total Stores and Distribution Expense
    998,878       1,155,922       1,344,178       329,755       348,028       373,563       385,017       1,436,363       330,310       332,296       349,362       413,983       1,425,950  
 
                                                                                                       
Total Marketing, General and Administrative Expense
    283,015       356,739       376,780       100,986       105,423       101,375       97,464       405,248       86,345       86,666       87,867       92,390       353,269  
 
                                                                                                       
Other Operating (Income) Loss, Net
    (5,525 )     (9,983 )     (11,702 )     (2,910 )     (745 )     307       (5,431 )     (8,778 )     (1,324 )     (3,333 )     (1,609 )     (7,268 )     (13,533 )
 
                                                                             
 
                                                                                                       
Operating Income
    577,817       697,990       778,909       98,901       132,840       109,719       156,799       498,262       (33,878 )     8,887       47,467       95,437       117,912  
 
                                                                                                       
Interest (Income) Expense, Net
    (6,672 )     (13,896 )     (18,827 )     (7,646 )     (1,757 )     (560 )     (1,419 )     (11,382 )     (1,374 )     (1,779 )     461       1,093       (1,598 )
 
                                                                             
 
                                                                                                       
Income (Loss) from Continuing Operations Before Income Taxes
    584,489       711,887       797,737       106,547       134,597       110,279       158,218       509,644       (32,504 )     10,665       47,005       94,344       119,510  
 
                                                                                                       
Tax (Benefit) Expense for Continuing Operations
    229,107       265,361       298,610       39,380       51,361       40,536       70,197       201,475       (9,400 )     18,856       (2,217 )     33,319       40,557  
 
                                                                             
 
                                                                                                       
Net Income (Loss) from Continuing Operations
    355,382       446,525       499,127       67,167       83,236       69,743       88,021       308,169       (23,104 )     (8,191 )     49,222       61,025       78,953  
 
                                                                                                       
Net Loss from Discontinued Operations (Net of Taxes)
    (21,398 )     (24,339 )     (23,434 )     (5,051 )     (5,404 )     (5,844 )     (19,614 )     (35,914 )     (36,135 )     (18,557 )     (10,439 )     (13,566 )     (78,699 )
 
                                                                             
 
                                                                                                       
Net Income (Loss)
  $ 333,984     $ 422,186     $ 475,693     $ 62,116     $ 77,832     $ 63,900     $ 68,407     $ 272,255     $ (59,239 )   $ (26,747 )   $ 38,784     $ 47,459     $ 254  
 
                                                                             
 
                                                                                                       
Net Income (Loss) Per Share from Continuing Operations:
                                                                                                       
Basic
  $ 4.08     $ 5.07     $ 5.72     $ 0.78     $ 0.96     $ 0.80     $ 1.01     $ 3.55     $ (0.26 )   $ (0.09 )   $ 0.56     $ 0.69     $ 0.90  
Diluted
  $ 3.90     $ 4.85     $ 5.45     $ 0.75     $ 0.93     $ 0.79     $ 1.00     $ 3.45     $ (0.26 )   $ (0.09 )   $ 0.55     $ 0.68     $ 0.89  
 
                                                                                                       
Net Loss Per Share from Discontinued Operations:
                                                                                                       
Basic
  $ (0.25 )   $ (0.28 )   $ (0.27 )   $ (0.06 )   $ (0.06 )   $ (0.07 )   $ (0.23 )   $ (0.41 )   $ (0.41 )   $ (0.21 )   $ (0.12 )   $ (0.15 )   $ (0.90 )
Diluted
  $ (0.23 )   $ (0.26 )   $ (0.26 )   $ (0.06 )   $ (0.06 )   $ (0.07 )   $ (0.22 )   $ (0.40 )   $ (0.41 )   $ (0.21 )   $ (0.12 )   $ (0.15 )   $ (0.89 )
 
                                                                                                       
Total Net Income (Loss) Per Share:
                                                                                                       
Basic
  $ 3.83     $ 4.79     $ 5.45     $ 0.72     $ 0.90     $ 0.73     $ 0.79     $ 3.14     $ (0.68 )   $ (0.30 )   $ 0.44     $ 0.54     $ 0.00  
Diluted
  $ 3.66     $ 4.59     $ 5.20     $ 0.69     $ 0.87     $ 0.72     $ 0.78     $ 3.05     $ (0.68 )   $ (0.30 )   $ 0.44     $ 0.53     $ 0.00  
 
                                                                                                       
Weighted-Average Shares Outstanding:
                                                                                                       
Basic
    87,161       88,052       87,248       86,335       86,842       87,034       87,052       86,816       87,697       87,878       87,943       87,977       87,874  
Diluted
    91,221       92,010       91,523       90,138       89,963       88,806       88,258       89,291       87,697       87,878       88,730       89,114       88,609  
 
                                                                                                       
Comparable Store Sales
    26 %     1 %     -1 %     -3 %     -4 %     -14 %     -25 %     -13 %     -30 %     -30 %     -22 %     -13 %     -23 %
 
Actual Shares Outstanding
    87,726       88,300       86,156       86,446       86,999       87,048       87,055       87,055       87,840       87,908       87,961       87,985       87,985  
 
                                                                                                       
Number of Stores — End of Period
    843       930       1,013       1,024       1,056       1,079       1,097       1,097       1,097       1,103       1,103       1,096       1,096  
 
                                                                                                       
Gross Square Feet — End of Period
    5,956       6,563       7,133       7,219       7,436       7,604       7,760       7,760       7,761       7,843       7,864       7,848       7,848  

 

EX-99.3 4 c96429exv99w3.htm EXHIBIT 99.3 Exhibit 99.3
Exhibit 99.3
Final Transcript
(THOMSON STREETEVENTS LOGO)
Conference Call Transcript
ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
Event Date/Time: Feb. 16. 2010 / 8:30AM ET
     
THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us

© 2010 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies.
  (THOMSON REUTERS LOGO)

 

 


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
CORPORATE PARTICIPANTS
Eric Cerny
Abercrombie & Fitch Co. — IR
Mike Jeffries
Abercrombie & Fitch Co. — Chairman, CEO
Jonathan Ramsden
Abercrombie & Fitch Co. — EVP, CFO
Brian Logan
Abercrombie & Fitch Co. — VP, Finance
CONFERENCE CALL PARTICIPANTS
Barbara Wyckoff
Jesup & Lamont — Analyst
Jeff Klinefelter
Piper Jaffray — Analyst
Christine Chen
Needham & Company — Analyst
Jeff Black
Barclays Capital — Analyst
Michelle Tan
Goldman Sachs — Analyst
Liz Dunn
Thomas Weisel — Analyst
Tapush Ferry
Jefferies & Company — Analyst
Paul Lejuez
Credit Suisse — Analyst
Janet Kloppenberg
JJK Research — Analyst
Robert Samuels
Oppenheimer & Company — Analyst
Dorothy Lakner
Caris & Company — Analyst
Roxanne Meyer
UBS — Analyst
Adrienne Tennant
Friedman, Billings, Ramsey — Analyst
Stacy Pak
Prudential Equity Group, LLC — Analyst
Lorraine Hutchinson
Bank of America-Merrill Lynch — Analyst
Howard Tubin
RBC Capital Markets — Analyst
Edward Yruma
KeyBanc Capital Markets — Analyst
Dana Telsey
Telsey Advisory Group — Analyst
Jennifer Black
Jennifer Black & Associates — Analyst
Laura Champine
Cowen & Company — Analyst

 

2


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
PRESENTATION
Operator
Good morning and welcome to this Abercrombie & Fitch fourth quarter earnings results call. Today’s conference is being recorded. All lines are in a listen only mode. (Operator Instructions) At this time I would like to turn the call over to Mr. Eric Cerny, please go ahead sir.
Eric Cerny — Abercrombie & Fitch Co. — IR
Good morning and welcome to our fourth quarter earnings call. Earlier this morning we released fourth quarter sales and earnings, balance sheet, income statement, and an updated financial history. Please feel free to reference these materials available on our website. This call is being recorded and the replay may be accessed through the internet at Abercrombie. com under the Investor Relations section.
Before we begin I remind you that any forward-looking statements we may make today are subject to the safe harbor statement found in our SEC filings. Today’s earnings call will be limited to one hour. We will begin with a few brief remarks from Mike, followed by a review of financial performance for the quarter from Jonathan Ramsden and Brian Logan. After our prepared comments we will be available to take your questions as long as time permits. Please limit yourself to one question so that we can speak with as many callers as possible.
As stated in our earnings release today, our fourth quarter and annual results for the current and prior periods now reflect the reclassification of Ruehl into discontinued operations. The guidance we gave on our third quarter earnings call was prior to reflecting discontinued operations accounting for Ruehl and where significant we have indicated the effects of this in our commentary on the quarter. Now to Mike.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
Good morning, everyone. Thank you for joining us. We’ve been through a difficult year. But we firmly believe it was a year in which we laid the foundations for future success. As we look back to a year ago, when we spoke to you regarding our objectives for 2009, we laid out that we were committed, to protecting the brands, improving our product assortment, and not sacrificing quality. We said we would preserve cash, seek expense saving opportunities and efficiencies in the business, and continue to invest in our international expansion. All of which we believe we have done in a very difficult environment. We continue to be very encouraged by our international rollout, and Jonathan will provide more color on our 2010 plans in a moment. Today I feel more positive about our domestic business than I have for a long time.
Why? First, because I feel good about our male business, and I think that we are on the right track with the female business. Our male business has a clear identity is performing well and has outpaced the women’s business over the last year or so. The female business is making progress. We are moving in the right direction for spring, and will continue into summer and back to school. I encourage you to go to the stores and look at the assortment. You will see a healthy balance of basic and fashion product, exciting and improved fashion styles, along with increased variety. Personally, I am more involved in the women’s product, and I am approaching this challenge with renewed energy and enthusiasm for improving this side of the business.
In addition, while we have never and do not ever plan to be a promotionally led business, we are getting better at figuring out something that was completely alien to us 18 months ago. We believe that AURs will need to continue to go lower in the spring but we also know that how we deliver that lower AUR is very important. Both in terms of its effectiveness and in terms of protecting the brands. And this must be done without sacrificing quality.
We have some exciting social media and marketing initiatives in the pipeline that I believe will help our business. We are actively seeking new ways to effectively engage our customers through these media. Having recently launched on Facebook, Abercrombie & Fitch has already 775,000 fans, Hollister, over 340,000. We recently released an iPhone application and continue to invest in our mobile commerce platform. For the future, we are investing in some new initiatives that we believe will provide a significant boost to our direct-to-consumer business and beyond.

 

3


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
Finally, everything we see tells us that our brands retain the aspirational nature they have always had. The importance of this cannot be underestimated. Our brands and everything they represent aspiration, premium quality, exceptional store experience are allowing us the opportunity to expand internationally. During the fourth quarter we opened our first Abercrombie & Fitch flagship in Asia and an additional five Hollister mall-based stores in Europe. International expansion is firmly in our grasp, and as I have said before, it is the future of our brands. With that I will hand the call over to Jonathan.
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
Thanks, Mike, and good morning everyone. I want to start by walking through the highlights of our fourth quarter results and we’ll then give some color on how we’re thinking about 2010 and beyond. For the fourth quarter the Company’s net sales decreased 5% to $936 million, while comp store sales decreased 13%. On a two-year basis our same-store sales for the quarter were slightly below the trend for the prior nine months. Within the quarter, November and December were weaker with January being stronger. This was partly due to the gift card event but also reflected the effect of the winter sale and clearance event during the month of January.
The purpose of the gift card event was to offer a brand appropriate promotion in the pre-Christmas period and give us additional firepower in the post-Christmas period when our customer typically expects to us offer season-ending reductions. This was essentially how it played out, although the underlying sales trend was weaker than he we had anticipated at the pre-Christmas period. Our gross margin rate for the quarter was 63.5%, down 110 basis points, and within the guidance range given at the beginning of the quarter. The erosion of gross margin was due to lower AURs for the quarter, which were greater than the corresponding reduction in average unit costs. In addition, gross margin was affected by unplanned markdowns on spring product that will now either go straight to clearance or outlet stores.
MG&A was down 5% on a like-for-like basis excluding Ruehl. Within MG&A we accrued incentive compensation for eligible associates below the EVP level. MG&A for the quarter also included equity compensation of $8.4 million as compared to $8.5 million last year. Store occupancy costs for the quarter excluding a store related impairment charge of $33.2 million were approximately $159 million, slightly above the comparable third quarter figure of $158 million excluding Ruehl.
The 99 stores affected by the impairment charge are comprised of 34 A&F, 46 kids, and 19 Hollister stores. I will come back to the issue of underperforming stores in a few moments. All other stores and distribution costs were approximately $222 million, or 23.7% of sales, consistent with our guidance at the beginning of the quarter that these costs would be modestly higher than the percentage of sales they represented last year, which was 23.2% excluding Ruehl.
Net income from continuing operations for the quarter was $61 million or $0.68 per diluted share. Excluding noncash asset impairment charges and discontinued operations, non-GAAP net income for the quarter was $94.2 million, or $0.91 per diluted share. The closure of Ruehl was completed by the end of the quarter and we’ve incurred aggregate net pretax exit costs with a net present value of approximately $56 million, down from the prior estimate of $60 million, of which $22.4 million was incurred in the fourth quarter. Of the original 29 Ruehl stores, we have terminated leases on 25 of the stores, three stores will be rebranded, and in one case we have not yet reached an agreement with the landlord but have accrued an estimated charge. The loss from discontinued operations for the quarter of $0.15 essentially all relates to the Ruehl exit costs of $22.4 million with the Ruehl business having operated at break even for the quarter excluding those costs.
During the quarter we opened one A&F flagship in Tokyo and five Hollister mall-based stores in Europe. To provide some color on our international results, total international sales including direct to consumer were approximately $143 million for the fourth quarter and approximately $363 million on a year to date basis. Our international store sales were approximately $107 million for the quarter and approximately $256 million on the year to date basis. We now have three international flagship locations in addition to the A&F and Hollister epic flagships in New York. The 5th Avenue flagship remains our most productive store with annualized volume above $100 million. The three international flagship locations currently have annualized volumes of around $200 million in aggregate, although remains very early for us to project an accurate annualized volume for Ginza.
We now have 10 Hollister stores open in the UK as well as one in Germany and one in Italy. The UK stores are annualizing at average volumes approximately six times our average domestic store at current exchange rates. The additional malls we add in the UK as we build towards our objective of 30 stores are likely to be less productive on average than the malls we are in currently. On the other hand the three UK Hollister stores that have been opened for over a year have comped positively in aggregate since becoming part of the comp base. In addition, across all of the Hollister stores we currently have open in Europe, while not every individual store is above our initial expectations in aggregate that is the case.

 

4


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
In 2010, we remain on track to open our Hollister epic flagship on 5th Avenue, and A&F flagships in Fukuoka and Copenhagen. In addition to Paris in 2011 we have several other flagship opportunities under consideration and will confirm details of these as leases are executed. Going forward, flagship openings are likely to be a combination of the original flagship model and a smaller store format similar to the template we are using in Copenhagen. With regard to international mall-based locations for Hollister we currently expect to open approximately 30 stores in 2010 including in two or more new countries. These openings will be predominantly in the third and particularly the fourth quarters.
As we commit to new Hollister international openings we continue to target four wall margins of 30% or more. This excludes non four-wall costs including D.C. costs and regional and district management costs. In addition, there are certain fixed costs on a per-country basis as we get up and running in each country as well as store level pre opening rent and other costs. We typically start to incur costs approximately 18 months ahead of opening in a particular country. Based on all of the above, in broad terms for 2010, we expect that close to 20% of the incremental sales we add through international store openings will flow through to operating income.
Turning back to domestic business, we expect to open two Gilly Hicks stores, three Hollister stores, and one A&F mall store in 2010 in addition to a number of outlets. Based on the above store openings we expect total capital expenditures for 2010 to be approximately $250 million to $260 million including $215 million to $225 million related to new stores store refreshers and remodels, and approximately $35 million related to IT, DC, and other home office projects. Based on the store opening plans quarterly store occupancy costs will continue to increase modestly on a sequential basis during the year with somewhat greater increases in the latter half of the year.
With regard to store closings, on a rolling 12-month basis as of January 30th we had approximately 230 A&F Kids and Hollister stores with negative four-wall contribution. The total four-wall negative contribution from these stores was approximately $36 million in 2009. These figures exclude non four wall costs such as variable D.C. costs and regional and district management costs and potential transfer to sales to other stores upon closures. The negative contribution stores are skewed towards A&F and Kids stores are heavily concentrated in C malls, and approaching half of the stores have leases expiring before the end of 2012. Our plan is to address these stores through a combination of natural lease expirations, rent relief, and early closures for stores where we do not see a realistic likelihood that they will return to profitability.
In terms of overall guidance for 2010 and beyond as we have said in the past we we fully expect 2009 to be the trough year from a margin and EPS standpoint. Going forward our intent remains to drive our margins back towards historic levels and we believe this will require a combination of the following factors. First, returning gross margins to historic levels. We expect to make some progress on this for 2010 as a whole. For the spring, we will have year-over-year like-for-like reductions and average unit costs of close to 10%. However, from a gross margin standpoint we expect that AURs will continue to come down in the spring, in addition to which certain other gross margin items, such as air freight, are running higher than a year ago. On that basis, we may incur some modest erosion in gross margin for the spring.
Second, as we’ve said in the past, we will need to achieve improvements in domestic productivity levels. To the extent not addressed through increased productivity, closure of negative contribution stores will also contribute to margin improvement.
Third, we need to continue to achieve significantly profitable international growth. In that regard we are planning for the accelerated pace of international openings in 2010 to continue and potentially accelerate further beyond that. That next, we expect that bringing Gilly Hicks to break even or beyond over time will contribute to operating margin improvement. We have a roadmap for Gilly stretching out over the next few years. For 2010 and 2011 that roadmap requires us to hold close to the current store count while achieving aggressive goals for increased productivity. Assuming we can achieve those goals and are on track with our IMU goals we would expect to begin a ramp up of the store base in 2012.
Lastly, we need to keep our expenses under tight control. For variable stores and distribution expenses, we will continue to see greater efficiencies as we have done over the past 18 months and we have identified some new initiatives that we will be putting into place in the coming months. In terms of home office expenses which make up most of MG&A, we do not anticipate further structural reductions. Rather, our objective will be to hold increases in MG&A to modest levels and to fund incremental needs for international through offsetting efficiencies.
For the spring season we expect MG&A to increase somewhat against the comparable amount for 2009 excluding Ruehl. This includes the effect of the restored incentive in compensation accruals, increased IT related depreciation, and marketing initiatives. Equity and incentive compensation is an area where charges may escalate quite significantly over time and the expense is difficult to project. We will continue to repeat the actual charges quarter by quarter. Based on all of the above factors, we believe that an operating margin objective in the range of 15% or better in 2012 is realistic.

 

5


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
Finally, turning to the balance sheet, we ended the fourth quarter with $680 million in cash and cash equivalents, borrowings under our credit agreement of $51 million and outstanding letters of credit of $50 million. We are very comfortable with our liquidity position going forward but at the time same time we will continue to take a conservative approach to managing cash. From an inventory standpoint we ended the quarter down 15% on a per square foot basis. Now to Brian who will provide some additional detail on our fourth quarter and fiscal 2009 financial performance.
Brian Logan — Abercrombie & Fitch Co. — VP, Finance
Thanks, Jonathan, and good morning to everyone. As stated our earnings release, the after-tax operating results of Ruehl are now included in discontinued operations on the income statement for all periods presented. As reported, fourth quarter net sales decreased 5% to $936 million, compared to $980.8 million last year. Fourth quarter direct to consumer net merchandise sales were $93.1 million, flat compared to last year. Total company comparable store sales decreased 13%, average transactions per store decreased 1%, average transaction value decreased 6% and average unit retail decreased 11% for the quarter.
For the year, net sales decreased 16% to $2.93 billion compared to $3.48 billion last years and total company direct to consumer net merchandise sales decreased 6% to $249.4 million. Total company comparable store sales decreased 23%. Average transactions per store decreased 14%. Average transaction value decreased 7%. And average unit retail decreased 7% for the year. Across all brands for the quarter the masculine categories continue to out pace the feminine categories as male comparable store sales decreased by a high single digit while female comparable store sales decrease was in the high teens.
From a merchandise classification standpoint, on a total company basis, for the quarter, male knit tops and graphic tees were weaker performers while woven shirts and fragrance were stronger performing categories. Female sweaters and knit tops were weaker performers while woven shirts and dresses were stronger performing categories. The fourth quarter gross profit rate was 63.5%, down 110 basis points from last year’s fourth quarter rate of 64.6%, primarily driven by a lower AUR, partially offset by a reduction in average unit costs. For the year, the gross profit rate was 64.3% compared to 66.9% last year.
Stores and distribution expenses for the quarter as a percentage of sales increased 4.9 percentage points to 44.2% versus 39.3% last year. Fourth quarter stores and distribution expense included a noncash impairment charge of $33.2 million, or 3.5% of sales this year compared to a charge of [$8.3 million] (corrected by company after the call) or 0.8% of sales last year. As it was determined that the carrying value of assets exceeded the fair value of those assets for 99 stores this year and 20 stores last year. Excluding the effect of impairment charges, the increase in stores and distribution expense as a percent of sales was primarily attributable to higher store occupancy costs, including rent, depreciation, and other occupancy costs. For the year, store and distribution expense as a percent of sales increased 7.5 percentage points to 48.7% versus 41.2% last year.
For the fourth quarter, marketing, general, and administrative expense was $92.4 million compared to $97.5 million last year. MG&A expense for the quarter reflect reductions in employee compensation and benefits, travel, outside services and marketing. For the year, MG&A expense was $353.3 million compared to $405.2 million last year. The income tax rate for continuing operations for the quarter was 35.3% compared to 44.4% last year. This year’s income tax rate reflects a benefit from foreign operations while last year’s rate includes a $9.9 million charge associated with internal revenue code section 162 M. For the year, the income tax rate for continuing operations was 33.9% compared to 39.5% last year. For 2010, we anticipate that income tax rate to be in the mid-30s.
For the quarter, net loss from discontinued operations net of taxes was $13.6 million or $0.15 per diluted share, compared to net loss from discontinued operations net of taxes of $19.6 million or $0.22 per diluted share last year. For the year, net loss from discontinued operations net of taxes was $78.7 million or $0.89 per diluted share compared to net loss from discontinued operations net of taxes of $35.9 million or $0.40 per diluted share last year. Net loss from discontinued operations includes the operating results, exit charges, and noncash impairment charges for Ruehl and are detailed in a table that accompanied the condensed consolidated financial statements that were included in this morning’s release.
Net income for the fourth quarter was $47.5 million, or $0.53 per diluted share compared to net income of $68.4 million or $0.78 per diluted share last year. Net income for the year was $0.3 million, or $0.0 cents per diluted share compared to net income of $272.3 million last year, or $3.05 per diluted share last year. Excluding net loss from discontinued operations and noncash asset impairment charges, fourth quarter non-GAAP net income was $0.91 compared to $1.06 last year. And full-year non-GAAP net income per diluted share was $1.12 compared to $3.51 last year. A reconciliation of net income per diluted share on a GAAP basis to net income per diluted share excluding net loss from discontinued operations and noncash asset impairment charges and non-GAAP financial measure, is summarized in a table that accompanied the condensed consolidated financial statements that were included in this morning’s release.

 

6


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
For the year, store gross square footage was reduced by 2%. We closed a total of 53 stores during the year including 12 Abercrombie & Fitch, eight Abercrombie Kids, four Hollister, 29 Ruehl stores. Store closings for the fourth quarter totaled 40 including seven Abercrombie & Fitch, four Abercrombie Kids, two Hollister, and 27 Ruehl stores. We opened a total of 24 new stores consisting of 11 in the US and 13 outside the US. Those stores included the Hollister epic in SoHo, the A&F flagship in Milan and Ginza, and the Abercrombie Kids flagship in Milan, as well as three Abercrombie Kids, four Hollister, one Ruehl, and two Gilly Hicks mall-based stores in the US, one Abercrombie Kids store in Canada, seven Hollister stores in the UK, and one Hollister store in Italy and one in Germany.
Fiscal 2009 capex was $175.5 million, including $136.5 million for new stores, store refreshers and remodels, and $39 million related to information technology, distribution center, and other home office projects. We ended fiscal 2009 with a total of 1096 stores, 340 Abercrombie & Fitch, 205 Abercrombie Kids, 507 Hollister and 16 Gilly Hicks domestically, six Abercrombie & Fitch, four Abercrombie Kids, 18 Hollister stores internationally. For fiscal 2009, depreciation and amortization expense net of amortization and deferred lease credits was $191.6 million. We expect net depreciation and amortization expense for fiscal 2010 to be approximately in line with that of fiscal 2009.
Pre opening rent expense for fiscal 2009 was $35.4 million primarily related to flagships. For fiscal 2010 we expect pre opening rent expense to be slightly higher and primarily attributable to flagships and international Hollister stores. This now concludes our prepared comments section of the call. We’re now available to take your questions. Please limit yourself to one question so that we can speak with as many callers as possible. After everyone has had a chance we will be happy to take follow-up questions. Thank you.
QUESTION AND ANSWER
Operator
(Operator Instructions) We will take the first question Barbara Wyckoff, Jesup & Lamont
Barbara Wyckoff — Jesup & Lamont — Analyst
Good job. Could you just talk about your thoughts on inventory levels into 2010?
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
Good morning, Barbara. Clearly as we said, coming into the fall season we thought we had been probably in retrospect a little too conservative on inventory levels. We were down 35% on a cost per square foot basis coming into the fall. Down 15% at the end of the year. As we go to the vend Q1 we’re up against some very significant negative reductions from last year. I think we were down 27% from the end of Q1 last year, 35% at the end of Q2. So I think consistent with the overall position we’re in at the end of the year would you probably expect to see a modest increase at the end Q1, probably something similar directionally the end of Q2.
Operator
We’ll take the next questions from Jeff Klinefelter with Piper Jaffray.

 

7


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
Jeff Klinefelter — Piper Jaffray — Analyst
Thanks for all the great detail on the call today. Just wanted to talk a little bit or get a little bit more color about sales trends going into spring, given how the fourth quarter flowed with January being a significant improvement. Could you talk about the underlying sales trends as you see it, what your expectations are and what your income statement metrics that you discuss, Jonathan, would be based on in terms of top line volume?
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
I guess in terms of the sales trend for coming into spring, obviously we can’t say too much beyond what we reported for January. Clearly, post December 26 the trend got better both because of the gift card and the business excluding the gift card event was better, and that continued through the end of January. The end of January was helped by the extension of the winter sale and clearance event, compared to a period last year when we didn’t that event running.
The metrics going forward are obviously through 2012, and clearly we do — we will need, as I said a couple minutes ago, increased — increase in productivity to get to that goal of 15% or better. But we see a number of different permutations between international growth and domestic productivity improvement, and we certainly don’t think we need to get domestic productivity back to where it was historically to get up into that range based on what we see happening from an international standpoint.
Operator
We’ll take the next question from Christine Chen, Needham & Company.
Christine Chen — Needham & Company — Analyst
I was wondering if could you talk about the women’s product. It looks a lot better. Do you expect to increase the mix towards even more fashion as you continue throughout the year and given that women’s is still trailing, do you think there might be a fit issue?
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
Good morning, Christine. I think we’ve made lots of progress in the women’s business, and I think those — you have clearly seen it, as have many of you, the fashion component of the assortment has been steadily increasing from spring and summer of 2008 to current. Actually, 2009 to current. It’s been improving in variety and styling and will continue to push improvements in fashion. Our mission is classic casual American apparel, but our focus is on identifying key trends, and then putting those trends into our handwriting. I think we’re doing a better and better job of that. There will always be basics and fashion, but I think our fashion component has increased in quantity and quality. And I think we’re do this in our handwriting.
I believe you will see more and as the months unfold. The conversation about fit is interesting. I think we do not have a fit problem. There are some fit issues that emerge, and we face them, but I wouldn’t say that they’re extraordinary. I think our product does fit. Thanks, Christine.
Operator
We’ll now take a question from Jeff Black, Barclays Capital.
Jeff Black — Barclays Capital — Analyst
Thanks. So it sounds like AUR obviously under pressure may be down double digits. Can you talk, Mike, about the mix that we’ll see of promotion or clearance, however you want to call it, versus opening price points in 1Q versus what we just saw in 4Q? And is there an opportunity to take the cost improvements, I think you said down 10% is there an opportunity for further reductions in that across the back half of the year? Thanks.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
Let’s take the last question first. Continued opportunity in the back half of the business — back half of the year. I believe there’s opportunity for reduction. I can’t give that you range now because we’re in the midst of working on it. I will tell you that we are approaching the costing in an aggressive way. We have key factory relationships that are working with us. We are looking at the construction of our garments and making sure we’re getting best value. I can’t put it in a range, but we would expect to see cost reductions for the fall season.
In terms of the spring, it will be a mix of lower price points and promotional activity. Clearly, Hollister offers us the biggest opportunity for more competitive pricing through either price point or promotional activity. But I can’t give you what that mix is, but you will see both.

 

8


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
Operator
Now we’ll take a question from Michelle Tan with Goldman Sachs.
Michelle Tan — Goldman Sachs — Analyst
Jonathan, I was wondering if you could just clarify on the 15% longer term operating margin target, is that for the fiscal year ended January 2013, when you say 2012? And then also, can you help us understand getting from the current mid single-digit operating level to that 15% rough breakdown of how much you can get out of store closings and out of the international penetration?
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
Yes. Good morning, Michelle. I guess on the — we are talking about fiscal 2012 ending in three years time from the current year end we’ve just been through. And I think as we look at it there are all those different factors we talked about can help us improve margin. There are obviously different combinations that can get it up into that range. We will need an improvement in domestic productivity, I think as we consistently said it doesn’t need to go back to where it was to get up into that range.
The store closures piece of it, I guess we frame tissue in terms of what the stores are currently contributing negatively. The number on a truly variable basis is somewhat greater than that when you factor in some of the costs not included in the four walls. But how that gets addressed depends really on what happens on productivity levels to the extent that productivity levels come back. Some of those stores will come back into being positive contribution. To the extent those stores stay where they are, then we would expect to close a significant proportion of them over that period of time.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
May I just insert something here, and that is that I think it’s important to note, and I’m really happy you picked that up 15% and above, that’s where we’re going. We’re going back to historical levels of operating profit in this company, and we have a plan to get there, and I think it’s really important to note that we are executing a strategy for the long term, and we feel even better about that strategy today than we did a year ago.
And the plan is correct, and we think we’re strategically dead on. It’s based on continued international growth. I don’t have to say that. New countries, significant increase in Hollister, and improving the domestic business through improved productivity and closing underperformers. But that’s what Jonathan is addressing, and that is our focus, this is a long-term plan to get back to 20% operating margin.
Operator
And we will take the next question from Liz Dunn with Jefferies.
Liz Dunn — Thomas Weisel — Analyst
Hi, I’m actually at Thomas Weisel. My question is regarding near term operating margins. I’m always a little worried when I hear a company give a longer term target but they can’t provide nearer term goals. So is there anything nearer term that you can point to, maybe what operating margins will look like over the next couple years? Thanks.
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
Good morning, Liz. I guess what we said earlier on was we expect directionally margin to improve in 2010 versus 2009, and obviously when we say that we’re talking about ‘09, excluding all the one-timers. And then we have the long term which we’ve spoken to. I think there are a few different factors that could influence the margins this year, including where we get to from a costing standpoint within this year, but I think it ultimately goes back to the point Mike just made, we’re executing a long-term strategy, and the next couple quarters is frankly less important to us than figuring out that we’re on a path that gets to us where we want to be over next two to three years.

 

9


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
Operator
We’ll now take the next question from Randy Konik from Jefferies.
Tapush Ferry — Jefferies & Company — Analyst
Hi good morning, it’s [Tapush Ferry] filling in for Randy. Jonathan, I was hoping you could give us more color into the commentary around gross margins and the early spring markdowns and maybe if you can quantify the impact of that particular driver on the fourth quarter and how it would help the first quarter in 2010. Thanks.
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
Good morning. I guess it’s not really going to help much with the spring itself. These weren’t accelerated markdowns that we otherwise would have taken in the spring. This is product that we aren’t going to set in the stores. In terms of magnitude in the fourth quarter it was obviously significant enough that we felt it appropriate to call it out as being somewhat unusual item influencing the fourth quarter gross margin.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
Let me give you some color on this product. We are obsessed with putting good looking product in our stores. This product was not good looking.
Operator
We’ll now take the next question from Paul Lejuez with Credit Suisse.
Paul Lejuez — Credit Suisse — Analyst
With your openings in Milan and Tokyo what have you learned about how the A&F brand is perceived in those markets Europe and Asia, and I’m wondering, Mike, what do you think about the pricing gap between the US and international stores? Where is that going to go in the future? Thanks.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
Okay. What we’ve learned from, I think it’s more than Tokyo and Milan, it’s international, we have learned that there is a huge demand for our brands around the world, and demand for our brands in terms of what they look like what our stores look like, the environment, our total product. And we clearly see that result last year in the UK, in Germany, in Italy, and Japan.
In terms of international flagships, let’s quantify that. I want to repeat what Jonathan said, and that’s that in our three international flagships this year, in aggregate will do $200 million in volume. That’s pretty impressive acceptance or enthusiasm for these brands. We think we are dead on in terms of how we are pricing our product in these stores, be they flagships or the Hollister mall stores. We think we’ve been dead on in the pricing. We are premium brands, and we get premium prices in these markets. We look at it on a market by market basis. We’ve been dead on to date. We’ll continue to look at each market as we enter the market.
Operator
Now we’ll take a question from Janet Kloppenberg, JJK Research.

 

10


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
Janet Kloppenberg — JJK Research — Analyst
Hi, everyone.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
Hi Janet.
Janet Kloppenberg — JJK Research — Analyst
Thanks for all the detail today. It really helped a lot.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
Good.
Janet Kloppenberg — JJK Research — Analyst
I wanted to talk a little bit about how we should be thinking about domestic productivity, Mike. I know that the men’s business is improving, and you feel good about that. That I know that your outlook for women’s improves as the year goes along. I was just wondering if you thought once the AUR situation became more apple to apple, whether we should expect that domestic productivity could show some gains this year or whether it’s just too early to tell. Maybe you could just talk about your outlook for domestic store productivity ex the store closings, of course. Thanks.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
I think, Janet, the answer to that is that we’re working ourselves as hard as you can imagine to get domestic productivity increases. And we’re doing it through fashion, and I think everybody has commented on that getting more right in terms of fashion, and to be in a more competitive state. Will we get it? I can’t promise you a number, but I can say we’re working at it pretty obsessively.
Operator
And now we’ll take a question from Robert Samuels with Oppenheimer.
Robert Samuels — Oppenheimer & Company — Analyst
Hi, good morning. So of the 230 negative contribution stores that you mentioned, can you give us a ballpark figure of how many of those you think may close over the next several years? And then how big do you think the direct to consumer business can be over time?
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
Good morning, Robert. I guess on the 230 we haven’t put a specific number. I think the impairment, which is obviously an accounting driven concept, gives you a little bit of an insight, because that’s basically saying we don’t anticipate the cash flows from those stores recover the book value of the asset, so it suggests that you have 95 stores, which are relatively less healthy in the remainder.
But these numbers are quite sensitive to productivity levels, and given that the lease expirations are generally at the end of the year, it’s partly going to be influenced by what we see happening over the course of this year and beyond in terms of productivity as we get to the point where we have to start executing against that. Other than the ones that are so deeply underwater where we’ll see it go into effect sooner than that. So I think the short answer is probably not a particular satisfying one is that it does depend. But I think over time, clearly we’re expecting that he we can work off that negative number in terms of the aggregate negative contribution.

 

11


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
Operator
And now we’ll take a question from Dorothy Lakner with Caris & Company.
Dorothy Lakner — Caris & Company — Analyst
Thanks again for all the detail this morning. I had a question on Hollister international. I wondered if could you share with us the country mix of those 30 openings this year, where you’re planning on pursuing expansion.
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
Good morning, Dorothy. Our plan will continue to be to test into new markets, so we’ll be doing a little bit of that, but then once we’re comfortable in the market, as we clearly are in the UK, significantly accelerating the pace of growth. So decent number that will be in the market in which we’re already established, then we’ll be planting the flag opening a couple stores in a few— in two or three nw countries.
Operator
And we’ll take the next question from Roxanne Meyer with UBS.
Roxanne Meyer — UBS — Analyst
Great, thank you, good morning. I just wanted to go back to your 15% or greater long-term operating margin target. Are you able to share what you are thinking that the core US business can get back to longer term? Would you say that that’s your goal as well for 15%, or do you expect it to be less than that over time?
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
I think at any given margin level, currently our international margins are significantly stronger than our domestic, so from a mix standpoint, we could get to 15% without the domestic business being, in aggregate, 15%.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
But I think it’s important to note that we do have many levers to pull to get to that 20%. So gross margin, domestic productivity, international, Gilly Hicks, domestic, there are lots of avenues for us, and I think that’s really a message that we have growth and options for growth ahead of us.
Operator
And now we will take a question from Adrienne Tennant with Friedman, Billings, Ramsey.
Adrienne Tennant — Friedman, Billings, Ramsey — Analyst
Good morning. My question is also on international. Are you willing to share at all the contribution of international to operating margin as it stands now? And then if you could just do the timing and size of Copenhagen for Hollister epic.
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
Good morning. I guess in terms of the contribution to international, we spoke earlier on about the incremental flow-through of the sales we’d be adding this year, which we said, taking into account all the stores specific costs, pre opening costs and country specific costs, significant chunk of which relates to stores and countries in which we weren’t even opened 20 10, the flow-through in 2010 will be close to 20%.

 

12


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
In terms of the aggregate contribution, we spoke about our store margin objectives and the fact that we’re in general in aggregate ahead of the volumes of which we’ve signed up for those stores. I think that gives you some sense of where we are internationally. Clearly what’s happened up until this year is that the pre opening costs have accounted for a significant proportion of the total store contribution we’ve been generating, and as we’ve said for some time that gap will start to open up in 2010 and beyond.
Operator
And we will take the next question from Stacy Pak.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
Hi, Stacy.
Stacy Pak — Prudential Equity Group, LLC — Analyst
How are you doing?
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
Good how are you?
Stacy Pak — Prudential Equity Group, LLC — Analyst
Good. Hey, question on just on the AUR and A U C and all that. You said the AUC would be down 10% in the spring, and then you said the AUR would be down in the spring. Would you expect the AUR to continue down as it has been, and then level out in the fall, and just thinking about the gross margin overall in 2010, is a 66%, 67% gross margin a reasonable expectation? Or is there too much pressure from everything else out there that that’s not really a reasonable goal? And on the operating margin, for 2010, do you think you can get it to a double digit in 2010, or is that too aggressive?
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
Good morning, Stacy.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
Turn that over to Jonathan.
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
I guess in terms of — one important point to make on the average unit cost in the spring is that’s like for like. So mix factors could mean how that flows through ultimately could be somewhat different, but forgiven items, like for like, we’re getting a 10% reduction. In terms of, I guess, gross margin for the year what we said earlier was we expect to make progress in improving our gross margin this year, further anticipate the spring gross margin will erode or may erode modestly compared to last year. Combining those two things getting up that into range you just mentioned, it’s probably going to be challenging this year.
In terms of operating margin for 2010, we have have laid out the I guess I think a lot of color in terms of what we see happening in 2010 from an expense standpoint. Clearly what we do from a productivity standpoint and the trade-off between AUR reductions and gross margin rates, can have a significant impact op that in2010. But I think based on all the color we’ve given, you can figure out what it would take for us to get there and whether or not that’s realistic.

 

13


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
I would say, Stacy that he we’re operating this business long term, short term, long term for this year is getting the best AUCs we can for the balance of the year. And the AURs are going to depend upon how the business reacts. And we look at it on a week to week basis.
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
Brian just mentioned to me that I failed to answer the second part of Adrienne’s question, so I want to come back to that. Copenhagen, (inaudible) and Epic 5th Avenue are all scheduled to open in the fourth quarter 2010. In terms of the size of Copenhagen, I’m not sure we’ve given that figure, but if we have, Eric, we’ll — we can provide it separately.
Operator
And now we’ll take a question from Lorraine Hutchinson with Bank of America-Merrill Lynch.
Lorraine Hutchinson — Bank of America-Merrill Lynch — Analyst
Thank you, good morning. Was just hoping to get a little bit more color on how you are thinking about gross margin going forward. You went through a lot of detail about this year, but I guess longer term in the US business, will you need to wean the customer off of some of these promotions and discounts that you’ve been offering? And what’s your strategy to do that, and I guess time frame over which you will?
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
Well, it’s a good question. We hope to do that with better assortments, better fashion, better statements, and we hope to do that without seeing an improvement in the economy. It just depends upon how well we’re able to execute our mission. But as I said, we are going to — we’re looking at the business on a weak by week basis, and we’ll really strive to get her off this merry-go-round. Hint-hint.
Operator
And now we’ll take a question from Howard Tubin with RBC Capital Markets.
Howard Tubin — RBC Capital Markets — Analyst
Thanks very much. Mike, can you just talk about your thoughts on Abercrombie & Fitch brand versus Hollister and versus each other? Do you think the brands are differentiated enough, or would you like to take them further apart than where they stand today?
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
I think that they are differentiated, and I think that we can continue to do a better job to differentiate them. There is more opportunity for differentiation. It is an objective of the Company, but that’s a moving target. Again, it has to do with how well we execute fashion, the and executing fashion means that there is differentiation between the brands. There can be more, there will be more.
Operator
And we’ll take the next question from Edward Yruma with KeyBanc capital marks.

 

14


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
Edward Yruma — KeyBanc Capital Markets — Analyst
Thanks for taking my question. A little bit more on the pass-through EBIT contribution of international. Can you talk about the cadence of that? I know that you indicated that store openings will be pretty much back end weighted. Does that indicate that international will be more profitable earlier in the year versus towards the end of the year? Thank you.
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
Hey, Ed. We are seeing the Hollister openings in particular skew heavily to the third and particularly the fourth quarters. The flagships also are all opening in the fourth quarter, so I guess the effect of that is that we get the pre-opening costs impacting prior to those openings, then we start to get the benefit once the store is open. The same time, we have pre opening rent and other expense starting to come in for 2011 openings. But clearly once we get the stores opened this year that will help us from a cadence standpoint within the year.
Operator
And now we’ll move to a question from Dana Tesley with Telsey Advisory Group.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
That’s Telsey. Hi, Dana.
Dana Telsey — Telsey Advisory Group — Analyst
Hi Mike, how are you? Hello, everyone.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
How are you?
Dana Telsey — Telsey Advisory Group — Analyst
Good. As you talk about differentiation in the flagships in the US business what are you learning from flagships and from epic that could help inform with you the domestic business? How do you see the similarities or differences? Thank you.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
Oh, I think that’s great question. I think that our European and flagship businesses, our flagships international, are more advanced than the domestic market from a fashion point of view, and we really have the opportunity to learn from those businesses next. And that is a focus in the business. We do put more forward product in those stores and then read that result for next in the US. But that’s really a very terrific question, and an advantage that is hidden in our business.
Operator
And we’ll take the next question from Jennifer Black with Jennifer Black & Associates.
Jennifer Black — Jennifer Black & Associates — Analyst
Good morning.

 

15


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
Hi, Jennifer.
Jennifer Black — Jennifer Black & Associates — Analyst
Hi. I wondered if you could talk about the logoing of your product. I notice some logos are less obvious while others are much larger. And I wondered if there’s a difference in perception to logos and how you felt about them internationally versus domestic. Thank you.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
That’s also really good question. We sell marketed product, and we sell marketed product everywhere. And the issue is how much of it and how obvious it should be. We work very hard to have a balance of obvious logo and less obvious logo or marketed apparel. But there is always a marketed aspect to our apparel. We find that the more obvious, the more — the better we sell it, but we have to work for there to be a balance in the assortments. But there’s still a marketing element on all of our product, be at small seagull or a small moose, but the balance is between obvious and less obvious, and that’s something that we have to continue to monitor.
Operator
And we’ll now take the next question from Laura Champine with Cowen and Company.
Laura Champine — Cowen & Company — Analyst
Good morning. Thanks again for your outlook for 15% operating margin in 2012. I know the international business tends to have higher gross margins than domestic, so what’s the approximate level of gross margins that you’re assuming in that 15%?
Jonathan Ramsden — Abercrombie & Fitch Co. — EVP, CFO
Well, good morning, Laura. You’re absolutely right, the gross margin of international is higher than domestic. So as gross margin — as international becomes a higher percentage of mix, that is one factor that helps with us gross margin over time. That’s one of the things that we’ve modeled in as we look at the different scenarios to get to us that 15% or better margin. Was there a second part to the question?
Operator
There’s no second part to the question, and that will conclude today’s question and answer session and will conclude today’s conference. Thank you for your participation.
Mike Jeffries — Abercrombie & Fitch Co. — Chairman, CEO
Thank you, everyone.

 

16


 

Final Transcript
Feb. 16. 2010 / 8:30AM ET, ANF — Q4 2009 Abercrombie & Fitch Co. Earnings Conference Call
DISCLAIMER
Thomson Reuters reserves the right to make changes to documents, content, or other information on this web site without obligation to notify any person of such changes.
In the conference calls upon which Event Transcripts are based, companies may make projections or other forward-looking statements regarding a variety of items. Such forward-looking statements are based upon current expectations and involve risks and uncertainties. Actual results may differ materially from those stated in any forward-looking statement based on a number of important factors and risks, which are more specifically identified in the companies’ most recent SEC filings. Although the companies mayindicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized.
THE INFORMATION CONTAINED IN EVENT TRANSCRIPTS IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY’S CONFERENCE CALL AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE CONFERENCE CALLS. IN NO WAY DOES THOMSON REUTERS OR THE APPLICABLE COMPANY OR THE APPLICABLE COMPANY ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY’S CONFERENCE CALL ITSELF AND THE APPLICABLE COMPANY’S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.
© 2010 Thomson Reuters. All Rights Reserved.

 

17

GRAPHIC 5 c96429c9642900.gif GRAPHIC begin 644 c96429c9642900.gif M1TE&.#EA7`(S`.8``.#RJV5CI>/H[2XL=?O\Z!`.>3@WBM;SR]!$/??3Z^OW]_<'(V96Y:G-YG[>ZU%99F/W]^?CX M^4=(AQ859@X+:O/X]+G;AY:8Q/W]]4E)FO+V^.;RQ/G\^9"9N*FRR?WY^@\0 M=?K\_)REQ\K2UQ(1?[.YR'Z+N*ZMO8N3O"=OCZ^]GAQ6%UHRTMB(>/K3$S@KW"S!<5B'Y!``````` M+`````!<`C,```?_@'L!@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CB0M_IZBIJJNLK:ZOL+&RL[2UMK>XN;J[O+V^O\#!PL/$Q<;'K:;(R\S- MSL_0T=+3U-76U[K*V-OKK[.WN[[WG\//T]?;W^/FX M\OK]_O\``PILQF^@P8,($RKL5W"APX<0(TJ$UG"BQ8L8,VI,57&CQX\@@1F8 ML\O+%EUT0GSL&+*ERY>O0HQ8A4(*I"HJ@(H4!C] M@^)44U1/3RU%-O3H5%51F66%4&NH5Z@PJX4``*!%#)MZ*%S`58%*DS8U_S'^ MA.45@EV[0;-*K9KJ*]=_2)O>96JDAF"F25$8^6.7*6.\PEBP^(O*;HT"@Y46 M8!$U*6/'SCS?A1`8J->AI!,']AR6V5BR(U3:\J`G+9];;:GX^7(DX]Q7B8.K M_H/4B''#EXU^#5@:JE*[DEFD4LH8:5#*P2:33@69].K-C">?@B#>&=^[?$T+ MQSR:Z_+6QE[#]C*[MAXD:\[2RJV[3!:YO"1F6%(#5A><@5'5Q9QSE9&6F6>G M?755+W\1==UV7HG&`FH0:'::>7P%AIDK$0J'0GOH30@?,/*1!<`+OY454,.1%J(V4/]ZX]7%56+,=>Y61^!YBFGF(EXHK^M*BBW+0(2.-M5%0@1HXZFBG6T+$&!&0 MK:2FV9$G^,B.<^/D(2XYW4N#FGKS,L(45 MQ!9KA1/&JE&#&G7@<(`*EZ6FY#]9X@5!'C7`P488+GQP0P@QP($:>T;^85@Q M$9;;X9&D;G@@FRN\WED&'[4NQ"?_*VXPH(02!W3,L<<=AW%%#`(\(0$#5]3`:;YHVL.A MD5>P80$"3Z1P`@\I"+#''!MV>,4.\:YZ#%*&%<;!%I,9:80;/W3L]--95#RJ M:ASL`$<>F$[7;]*8:0?=R@0/8_#!<;&R,,,.OQ+QG4W0]]#%JW210`02\"!! M$000@,$03!0101P<])%`W1-<@5E@9P*DF717:/`#WB!,P0,&112AA0!'0%"# M&Q4TP$`.'!2S)0J0&K#$'C*PX1X';CQ0>1&1!P'"$$]$,8-YQ*$0`Q$-R!#& MI*Z(-A2A,U@!P0Q&S#!#HEF'O=D?1HQAPA!!!)'`'A_8@Q(>(`(+ M;,%(61#!$!)`!@Y(S1=$4LP57!`!$HA@#%[9W`/ZUP$!>-"#![A#\S+%GAKD M``P$Z(`4@->*IPR/`QNX01UBL(0N$*$*R9F2\WH!O1&8)!;5NP]O8K&V'?4$ M6+N`0PCB0`8R-"`#$D@!'YA(ACAIJ#`5*33#'$X\R='&2E: M]D-24Z1#1M(A:3G@X0R6/I,DIN3E,O>C%'600JD=!``!/2`!`C1PA:KA@0@J MT,!E.+"$%!1!#&10F5($=`I)?88X9R2.)OL5%"0U!O]25U`!"3``ACX81CH& M``,/GF"!+MSAE7# MTO`,DTL.Q``'2=B`#-HP`1A1HPRPBYHY:4V.((3O,@5 M*RSA#""H'5HGE909L"$$^#Q"N)"S`S/0X`86^($%K$D>/F933=MLP?3>1",/ M5&$_V6L"#>PED72BHHL%6(((H@A/Q)P"BQ+X005D((((1$``;=@`5E&P`PW@ M(`'%3<,$ZG`%2OV!#2I800+J\`$!1$`$$XC#&$IP@.(FH`0#V,R&G%`",63@ M!"?(@!@:$((.F6L`,$C``Y[P@`,LH:"3,4(=)B"`"8Q!!=!]@AA<`(<-@8DQ M.U#!_Q.T,`09C($#VVE*#2!P!1P@H&X]$$`"#L`&-5S`619`PP*@"P,C7,$- M#1!`5*>P(A=,`,46.$&2A!!!D20`!.X`5$0V((*9/"`&VB``0B( M0`>4<`&\7,$$",``#W@@`#$A>Q[5Z8PL[=OI.R)\+?^[@`A!2D``1Y>T`2 MKJ"4*R0A`4/`@`0P0(`B/``&&]B0&P10S#-D@`2]YH$8?O_0`0)H(6\.:,/M M:A"#!IP!`UK0`JP)``0B3(8#=YB`"`@``LH1P`$6&`"4KP"#"`3!`6(X`0:" M0(`>B"``Z1',%6XPA"*0(`(,N$$<"GJ9R>Q@`A'`0`].T(,4O&$+'%"`"%(` M!"4X0'9TX(`!?O"$(*3@O3UX0`FL(!D4*$`,3`!"$72=@@>$809V$$`17JV% M%$2`#U9@\BI54-TC)?0/;P@"!A*P4@AP(`<3?L`%C&`'/C@@;R"0@!:F,`$# M#*4/,I"W^#"P;28H(2<%N,($2%"$F^%,!GU87@Q,D`$05.X$!!C"`^IP.#6( M"PX;2%Y&=6AI7,BG3;>8D9PT72?_/)US(J+&)*EURUM4[`#UJ@!%9W0-+^K(,(>-`#)R=``%I8)0RZ[!3!U.`" M`L``!DA@Z`-\0+S7-$)^;>8`T2I@I!=X`*^#X.,TL&$#7LA`$7[<`"4P_`!Q M^.*4>W`Y$YC`]D60;EO@`P+P:ES0`@P0!4=B``_08Q:`!6B`!1J`!H71!@D' M!!H@3!]0-P?@!E=P`0A0!$RP`@U@`0[`!6>P!+>S`PP``B<010^0`&F@!18D M!8LA?DJ0_VLI,`$M8$TU<`5Q(`(@X#^Y]P8)(`.^=R5*4R"^U7?/0Q8MD!.! MEQ9)P!8[H@/Z`2"[@%N,=VK-`5Q`8`%2@`<7(`82<`(FT&5&$``BP`4=\%,[ M0`2VEP(F``<0L`$)H&<(4`*N]`,@($B)U`5^B`$K@#1&X`)%E@(ZT`=7L`$A M$`8V5@,&D`"5\P-NL`-H,`&S(P-NX$]SX`!U@P`?H`$!(`!30`(J!J$1``I/&)NA8`A30&;U!N/H`TEZ(='#``/C!QVK=G M/$`"`E`!MS-!*2`!8E"40W$'>08"7K#_`5NT`!U0WR!P;@`"<`.[OF;PC0!Q!PE/UV`,IB`P\P M.SEP!3:0`"[X`8;#`4DP!%,@`&NQ`SX@`4-Y!RFC`6!PE5EP335`!")0!!T0 M!T9B%U=0`GP`Y4DZP! M7(6S(5M@`7OV!LH"FERW`F-0=(1` MQ0%$0#<2@`8SL`03I@0V%@`14`09X`-;6@4Z,`0@(`(5@`)7T``G``(',`"2 MH9A#F`7),9WC=IT<<@5+@&Q!``;59`-:E123`2CEJ4OH&:K4$)\P6@,+0)/Q M]!3V:01#D9\\<`)OL*$,.`48,`'@&78ZD$4G`$_NXZ)7H#DE``(\X`-V.`-6 M*0%9"2EWL`(F,SD\D`$"L``Q4`!6\`,V(P)LD'E&X)P@P`0-`%!,%,#\)WHMJTR$"J'9);J&J3630!4,8"^1D$$L"? M-8`&Z@<_K'J1.O"J/4`$5X!%)_!6DT$#'D>L'.4#?*,$BX4"<'`!;Y`&/=!\ M6L`$"``#QS(!KX:MG.*9:N$[`&,]A7Y26034@B+F& M`3\`!U>P`"F``7^V&4J!!K9'`DN0>2S@!!;`!`)[!@[0NJY[L&P`!MG6`PYP M!D``!!W`:BB#`A$K`=]8*BR02JOD`SL0M9MBE!\0`2"``U(@AUPNP_0N@^@`S408?>:7G]@LWM#!#85=M1ID(L\P``NMO\$ M9RBDJ%$#=^"E$D#$YN(%9\!\:+!A6`),,D`"/NP$?#22^*,"-Q.;#J)6-SO! M<)5YJ.!2!X`!&9`&4_".VD$'"-!C7F`XQ*$L[!%AA9FH1M+'*2!IY.&F9W`" MA,P7&_*H,#276@`&^$9&E7S2SI!XX:$4I\I;BS'-_SLI^9E%L5JRR:D%"#`' M&,8T("H&8.4^>_96)1NQ;E7+QBH[*T#/*,`&50">DE$#%2!T8*``?Z``$:G$ MB`('?"`!&8``V%D#X?JJNXD"YAK-C]L8CW$%88`#"K`%>"2)!V!D$F"6/XH! M4R`&6)!!Y6PW*B@5`>``6B`!"P!4&Z(&1Z"Y.R#_!$R0IA=0`&J@+%N`!B." MSQ+P`,8#NN-XL768!YS-V0ZF4RS+U0]P!P60!Q`P`#^`>@<@51O"F],*`C!AW2L65U`$20!";P`"0@:U?T/D*]H*Y&RQ5\RQ*P`G8``6H` M`P^@!&V0!!J@``>@NA,P`%[&`"8C`#J0!'Q@>Q$`;)H3KEE4BR\<1>G:1IJQ M`0Q`-P@P`2_P`G?[JAD0JQQP!740`5,`!#2@`1>@+*++U[>#&5:@`LJ;!@U` M!`K0!DH@`#>`3#R-`4#0_P8*H``T(``R4`4[L)T@^@0ZH`%5`%:MLV<9``:L M6[OEMZ%+@P"+30(3``=@>04*4(`1,`$5H``5T-TFX`2PW0!9E*B*H9BN)FF3 MP@%A``9_V`!Q<`%;,`-X4`(BL`+Q/=\)$`1#@).(P4+*O>?!P-QVU-+\FPHU MD`!V8[6;0=T,D%8%L`%3;EP((&/?-7+^6U9O92XT4-YTL@''N@(VY@8(Q[`( MD``W"JUUT&574`4_$`'<)@`/$`%/P`!=\$4UD`0/4)BU^`=E'<.F0AQ+DP`= MX([E1@(=T`$1\``6,*2&T9L=IZ9'$,0XHX+;800&T.!/$`%@``:N_@`?`.4S M$/\`<]$)H"%(T":'"C?UP8A&H`\=QZ"9``&7<$@!L$$1#J"#`$'9`` MY6Y)?+[QO^#G^9L^VZ@*-:`$XV,!BX&U>S`^.&#=/J,`$_``PPYO"[##OZ4$ M")`&/.=/)3`^*D`G,Z`"XS,!=J`&6Q``%H"W\)4!9Z`$"M!@0]$X*<\%&>`` MPC@`U>5/%R"#:4`'EV$')L#S7'X@?U"W#2`&0)`!:"\"_;4$;*`R00$'1"`& M'3!F",#U:'``XW,#(TX;`;'(`P[`]$#U)1Q?_+S@\;-I!LKO MUB(?`\JO;EXQ!LH_!E]$&MO;!UB`Q5(P!CN^8?CC_'6%)-)O!MX+`3$P`&!E010\\<"E M^T.QHL6+&#-JW,BQH\>/($.*'$FRI,F3*%.JW+A@IO8,-2 MU2JVK-FS:-.J-4MVK=NW<./*G:NR+=V[>//JW/'D"-_;2RYLN7+F(-^,,"YL^?/H$.+'DVZM.G3J%.K7LVZM>O7L&/+ 1GDV[M@KMV[ASZ][-6W0@`#L_ ` end GRAPHIC 6 c96429c9642901.gif GRAPHIC begin 644 c96429c9642901.gif M1TE&.#EAO``I`.8``'9O;/KUU?')<92.BO"D3%9.3?KFM^V73/CKU/GFQ_", M-/??S_[]^=O9UOG6F/?:JOOSROW]_/S[Z?;GIOEI!N^YB?;(B/KZ^?C9NL7" MO?3S\>Q\*^WLZ?SUX.'?V_S[XKI MYO'P[?[^_/9U&^>@8O7?F7]X=/GX]_G\_+:QK/2W8OWY[_72@_I?!*VGHNS6 MI?=]#N?6A/#;N_[Y]/W]\->I3_2I7_KNON?+I\&]N(J#?^_FS>5V&/G\]N9J M%NBK;O)H$/[\_/KQJ]IZ,]72T/O\\N7CX,_,Q_O[^K&LI^_CN^YH"?W^_J:@ MG/?YW_?YZ?C[\/C1H_%Q#O[W^>CFXVMC8."<,O[Y^_[]_=_+DO2I<_+@J?S^ M^O?RV\]^1^-O)>WTZ?O[^\:(.N6G*M9O(?OL[/?V]?[^_O___R'Y!``````` M+`````"\`"D```?_@'^"@X-^;V,18W-8`5DJAED"3G@U0A,00EA^?F,VFH2@ MH:*CI*6FIZBIJJNLJ&]N+5P7/T(L;3QO6!-,)DY^&!B38$&$`#,_+C"8 M4Z:#A#D0Y*BH047"F3("]&&IP659Q(HX<^H$E8,!`V*5AJ1X<.8"MB\=$$@0 M,D1&!QL"VACI8Z%)&!IF`B@1(L>$$0D,WOB9,P?>SK-HH_GIJ<8&%P,B_XX0 M0,"RAAL>,K(L!`&68HH48',`PA1``& M!)"`$0\88$(:.TS`PB4H5*&#$4YL8&(0;T00`?\6$8#HY$YS`+3CB0ATP`0! M$-#P@0T2.&%`!]>8,$,()IB`1A`/-&''`0;,0($8+&2Q@1AI!,%`!&+=].2> M$T7)Q01!$,""$$NP,(0*:K`@A0TJ()#$!B0$H8``6FA!P@L+'""&'0:P@.$Z M+^S0A!-*_-0DGZA*I,0"3YC'A1D=+,$;`UD$\($15E@3Q@-.3##$$`)<48$` M!U@P@@80Q#%%'1A\@,`3"ZC@DX>"Z'E1*'H2DNU-UFK[VQ_?B">VVW0KQ`P14*A)&%`@H8@,<%*[CQ01E9()$$AEH$40(2 M,$Q0@1P"&/``>`ML0,3_%4TXH(6)%90Z!B%C7*"D99LHN98@>/C!Y,=_D.Q' M!"_[@`<>?_@&\T4E1_!%.W@@\D>32LHKXLU$P]SD6IQT^/+->,"LM&^;I/S; MTN`>_7+5B`1]-2(DY\!U.R)CU$X[(\QP!1$Z6(``OQ,X!QT/<$``0QPS6%`C M`C>&,0$<)0@0`L4$4+#'`R$08?@!"(SA83L00Z;7("#!F-'<$,?+_O1]`5]-,X! M[DW[(?OC-VB0L@8XB-PD\A'@X#ODM./A_.,X?&%9ZS@4;_+1OINN0A!BB+'! M_P-<8)"$&1+(88`$CCK1AA4)Q&J#$EN%$08=``1(&C@"_UP@QX`(6NZ.P$-`=`#,MP@ M`AHXH0,!L`4?2-`#G.C#``#`@1`N$0`#X``(ANC#"&R!BP-H``R]L,$&]B`# M#$B`%:R`!@B\(`A.\,$*IA,`%=`!!18X2`NPP"0\$`0!/$"`">"@@@H$(0$O MT($"0H"&'01A`<9`X"!@)\,H]*``;(A"%#*@`0#$`/]&A`+0&P05;>(`LU&0/P*""$!0+`G"80AI(@``+#,$&89""W!+0@ESP,0=4F,,; M5E"K!TP``3.8`AH.<(4J5,!"!$##4WA"03]XH0`NH!D>.LD&042``YX\*0`* MD`$E>2$&,>@"!RY9`"C`L`C"'(!',8F%+ZP%"SG`Z0`TX(>9UC0"P13F#]<` MTFJ54)E0:)HN`="'+2S3!_+_PL,U8Z#-,6C@DFOX&0X*$-.7H;0`#7!9!-8Y M0>EQ$P3N-*D?T%"%B@:!!7:0*`28D`(EL,@()C@#']_PA@Z9#`\P2,)H`H"& M%T@A!!N8@0.L<#8[W,<]HX#K,<'5R1B8,& MP+0``XB`!TJY2=I=8`P#*,`6!K'.`?0AF+EE0Q=NT%24^0"J2M(E&S1@53:` MX01`@$(?MJK-/WRU`&%M'EF[(`@^#!UU7` M<&(X``30X(`.9`4"*X`#`IS`@P_PD1-C,.@8?K".!#PA0`BX`QT%>8&,:D'TK[,S]H@)RJQ28Y@9!;%TBS'2"(0BD!0`:BYI:[ M?\!#!F#K@V"F&*2SW2RXCKM,3=:2#!>P:H9C8$U/5O>ZW+W<=KN[TE*6$@AK M)6L4ILC*#Y*QE&QP01\*=S'XK3$)Y`G#"I!`APD@H0QN$`N>$)F&*[P@`0K001,, M`)(_NR`B7L7FU5#*AARLP9/!/G0,/-#H->2V`&28K4YU9KH+X%3++BA`$4SG M@X@7X0O!](+#,0EH/U2\`$#@`!`>3=2/`L!S)J,U2Y?Q[QCT04F[[H*N5]J` MW+ULG3W@0*D'OK.Q^0"G/7A#!QY@!`-/NP(&.,`.(""`%$`@"4[@@EUH4(,+ M**$G%6B#`1"`@`BH(0!G"$,;F&``"+```RM9SRC\H%F@H30&NFM>2C_.AO!> M,@JMZP$;;K"%1W=!X3`$@WB!0$[_,O@`KC$`;\1C4',@C-H/7:@E2&V>:BA8 MEYQ%P$-SQ7L"*'``#S@%`!2\D-L>W"SFNKXD&3X+!3&R=1/*?"8.H`L%(-Q= M"16HJP(>,(078$`)'3"`%!0<@#)P&RP?D``54O,$Q&G;KQ/@PAE4T`$5+,!- M::B`!-2@!E)\E`RGU_?+;H!-D=U`V<*4Y@TXI_&,P,=P$=K]T[VIR07\'?R$D/& MIB0:X`$@X`4>8#PE]'<[DSLQM`;MH%X@``*JQ3-XL`9><(5']#(XT``:D`,C MY0$-L(:&8#L-@`-C\"]RV`>5M@5C2(:T$P%]X`%>D`$-P`%&\P<7T``>X`-K M@41^F`%JV#P-L`;+8(!/!A`"6O`" M63`!5O``<6`!/)``*``'TO$!+;`$5#`"#H`&QT$"![""5+`AIF`YW\(N,%,M MV?(&\O(SV"@O5R./R_@'"'0U.&,YG@"4J?*6T2`B2U`!1S`%,X``:&`'%*``?#"5 M=^D`!J``,S`$6L!&%:!8$&`8""!U!*#_!Q```1$U!4.P!',0;G,`EYCY##UA M`U80B@E@`5,@!@J@`@")`2:@`$V`ESSP!%*`'BM@!$@0`$MP`7-P!BP@`(TP M!4="F9=!!9GYF\P0`380`D<@%QT``2;0!"%0`2:0`)]X!`J```2`.`:0`BRP M`A/``V5`!4GQ#RO@`P%``"*@``[0&`/V`\"9GJF@,@R0'%T@!,VQ)0]@(B8@ M`68W`@@PG@:0!2E@`6JP)`DA`'HP"1)`!RJP`E(@!36AG@RZGF*1`V^@!!!` M`!OP`A)@`!N@`Q4``3PP`8*8``F0&BH@!#^`!1"`*'BS!!*P$"@@FWZ`G@T: MHZ6P"6.P'BT0_YA'@#BK@@$C8`$E<`!T4`830`J4D>9X1@`_%\@%<,`+?*0<$L(-)T`8P,"/6J0;4H14S M,GT6H`J6^(8X_8`/'F7QRT`0\8`;&!P%F@``"P`,2<"L& MT`(UL`3M^0!!X``KP!U;H@SCUB%6>J
-----END PRIVACY-ENHANCED MESSAGE-----