FORM 10-Q
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
July 29, 2006
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Commission file number:
001-31314
Aéropostale,
Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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31-1443880
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(State of
incorporation)
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(I.R.S. Employer Identification
No.)
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112 W. 34th Street,
New York, NY
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10120
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(Address of Principal Executive
Offices)
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(Zip
Code)
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(646) 485-5398
(Registrants Telephone
Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer (as defined in
Rule 12b-2
of the Act).
Large accelerated
filer þ Accelerated
filer o Non-accelerated
filer o
Indicate by check mark whether the Registrant is a shell company
(as defined in Exchange Act
Rule 12b-2). Yes o No þ
The Registrant had 52,823,458 shares of common stock issued
and outstanding as of August 28, 2006.
AÉROPOSTALE,
INC.
TABLE OF
CONTENTS
2
PART I
FINANCIAL INFORMATION
Item 1. Financial
Statements (unaudited)
AÉROPOSTALE,
INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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July 29,
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January 28,
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July 30,
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2006
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2006
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2005
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(In Thousands)
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ASSETS
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Current Assets:
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Cash and cash equivalents
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$
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117,307
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$
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205,235
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$
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127,940
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Short-term investments
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34,117
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20,037
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14,031
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Merchandise inventory
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154,720
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91,908
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162,726
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Tenant allowances receivable
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11,099
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6,510
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11,149
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Prepaid expenses
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12,737
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12,314
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10,063
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Prepaid income taxes
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3,091
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4,097
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Other current assets
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3,088
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3,335
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2,019
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Total current assets
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336,159
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339,339
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332,025
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Fixtures, equipment and
improvements, net
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178,972
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160,229
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144,509
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Intangible assets
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2,455
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2,455
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2,529
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Other assets
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1,980
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1,928
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1,930
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TOTAL ASSETS
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$
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519,566
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$
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503,951
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$
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480,993
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LIABILITIES AND
STOCKHOLDERS EQUITY
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Current Liabilities:
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Accounts payable
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$
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99,391
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$
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57,165
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$
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108,178
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Accrued compensation
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11,573
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10,714
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11,693
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Deferred income taxes
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5,195
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5,195
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893
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Income taxes payable
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1,812
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14,159
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Accrued expenses
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36,060
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39,120
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27,063
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Total current liabilities
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154,031
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126,353
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147,827
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Deferred rent and tenant allowances
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88,875
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81,499
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75,554
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Retirement benefit plan liability
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9,787
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8,654
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6,840
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Deferred income taxes
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1,977
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2,655
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1,351
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Commitments and contingent
liabilities
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Stockholders
Equity:
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Preferred stock par
value, $0.01 per share; 5,000 shares authorized, no
shares issued or outstanding
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Common stock par
value, $0.01 per share; 200,000 shares authorized,
59,244, 58,598 and 58,558 shares issued and outstanding
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595
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586
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586
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Additional paid-in capital
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96,638
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88,213
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87,455
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Accumulated other comprehensive
loss
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(1,557
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(1,557
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(817
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Deferred compensation
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(2,577
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(3,364
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Retained earnings
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325,055
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308,269
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240,378
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Treasury stock at cost (6,379,
4,548 and 3,134 shares)
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(155,835
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(108,144
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(74,817
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Total stockholders equity
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264,896
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284,790
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249,421
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TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
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$
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519,566
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$
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503,951
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$
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480,993
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See notes to unaudited condensed consolidated financial
statements.
3
AÉROPOSTALE,
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(Unaudited)
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13 weeks ended
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26 weeks ended
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July 29,
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July 30,
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July 29,
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July 30,
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2006
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2005
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2006
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2005
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(In Thousands, Except Per Share Data)
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Net sales
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$
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274,624
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$
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232,770
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$
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520,916
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$
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444,444
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Cost of sales (includes certain
buying, occupancy and warehousing expenses)
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202,048
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170,743
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377,862
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322,646
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Gross profit
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72,576
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62,027
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143,054
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121,798
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Selling, general and
administrative expenses
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62,222
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50,607
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120,487
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97,044
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Other income
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2,085
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2,085
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Income from operations
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12,439
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11,420
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24,652
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24,754
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Interest income
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1,372
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796
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2,868
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1,581
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Income before income taxes
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13,811
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12,216
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27,520
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26,335
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Income taxes
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5,388
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4,767
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10,734
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10,272
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Net income and comprehensive income
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$
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8,423
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$
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7,449
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$
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16,786
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$
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16,063
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Basic earnings per share
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$
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0.16
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$
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0.13
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$
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0.31
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$
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0.29
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Diluted earnings per share
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$
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0.16
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$
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0.13
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$
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0.31
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$
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0.28
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Weighted average basic shares
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53,627
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55,408
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54,017
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55,408
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Weighted average diluted shares
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54,072
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56,367
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54,526
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56,470
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See notes to unaudited condensed consolidated financial
statements.
4
AÉROPOSTALE,
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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26 weeks ended
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July 29,
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July 30,
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2006
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2005
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(In Thousands)
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CASH FLOWS FROM OPERATING
ACTIVITIES:
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Net income
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$
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16,786
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$
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16,063
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Adjustments to reconcile net
income to net cash (used in) provided by operating activities:
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Depreciation and amortization
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13,646
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9,490
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Stock-based compensation
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2,874
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780
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Excess tax benefits from stock
options
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(6,882
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)
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Other
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(2,358
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)
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(1,087
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)
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Changes in operating assets and
liabilities:
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Merchandise inventory
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(62,812
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)
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(81,488
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Accounts payable
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42,226
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63,320
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Other assets and liabilities
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(7,301
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(6,113
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Net cash (used in) provided by
operating activities
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(3,821
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)
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965
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CASH FLOWS FROM INVESTING
ACTIVITIES:
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Purchases of fixtures, equipment
and improvements
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(30,475
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(31,327
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Purchase of short-term investments
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(183,930
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)
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(101,351
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Proceeds from sale of short-term
investments
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169,850
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163,544
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Net cash (used in) provided by
investing activities
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(44,555
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)
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30,866
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CASH FLOWS FROM FINANCING
ACTIVITIES:
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Purchase of treasury stock
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(47,691
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)
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(11,191
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)
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Proceed from exercise of stock
options
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1,257
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1,172
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Excess tax benefits from stock
options
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6,882
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Net cash used in financing
activities
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(39,552
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)
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(10,019
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)
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Net (decrease) increase in cash
and cash equivalents
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(87,928
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)
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21,812
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Cash and cash equivalents,
beginning of year
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205,235
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|
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106,128
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Cash and cash equivalents, end of
period
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$
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117,307
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$
|
127,940
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Supplemental Disclosure of Cash
Flow Information:
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Non-cash operating and investing
activities
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$
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3,456
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$
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See notes to unaudited condensed consolidated financial
statements.
5
AÉROPOSTALE,
INC.
References to the Company, we,
us, or our means Aéropostale, Inc.
and its subsidiaries, except as expressly indicated to the
contrary or unless the context otherwise requires. We are a
mall-based, specialty retailer of casual apparel and accessories
for young women and men. We design, market and sell our own
brand of merchandise principally targeting 14 to
17 year-old young women and men. JimmyZ Surf Co.,
Inc., a wholly owned subsidiary of Aéropostale, Inc., is a
California lifestyle-oriented brand targeting trend-aware young
women and men aged 18 to 25. As of July 29, 2006, we
operated 726 stores in 47 states, consisting of 712
Aeropostale stores and 14 JimmyZ stores, in addition to
our Aeropostale
e-commerce
website, www.aeropostale.com (this and any other
references in this Quarterly Report on
Form 10-Q
to aeropostale.com is solely a reference to a uniform resource
locator, or URL, and is an inactive textual reference only, not
intended to incorporate the website into this Quarterly Report
on
Form 10-Q).
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with
Rule 10-01
of
Regulation S-X
and do not include all of the information and footnotes required
by accounting principles generally accepted in the United
States. However, in the opinion of our management, all known
adjustments necessary for a fair presentation of the results of
the interim periods have been made. These adjustments consist
primarily of normal recurring accruals and estimates that impact
the carrying value of assets and liabilities. Actual results may
materially differ from these estimates.
Our business is highly seasonal, and historically we have
realized a significant portion of our sales, net income, and
cash flow in the second half of the year, driven by the impact
of the
back-to-school
selling season in the third quarter and the holiday selling
season in the fourth quarter. Therefore, our interim period
consolidated financial statements will not be indicative of our
full-year results of operations, financial condition or cash
flows. These financial statements should be read in conjunction
with our Annual Report on
Form 10-K
for our fiscal year ended January 28, 2006.
References to 2006 mean the
53-week
period ending February 3, 2007, and references to
2005 mean the
52-week
period ended January 28, 2006. References to the
second quarter of 2006 mean the thirteen-week period ended
July 29, 2006, and references to the second quarter
of 2005 mean the thirteen-week period ended July 30,
2005.
|
|
2.
|
Stock
Based Compensation
|
On January 29, 2006, the first day of our 2006 fiscal year,
we adopted the provisions of Statement of Financial Accounting
Standards No. 123(R), Share-Based Payment, a revision of
SFAS No. 123, Accounting for Stock-Based
Compensation, or SFAS No. 123(R), as interpreted
by SEC Staff Accounting Bulletin No. 107. Under
SFAS No. 123(R), all forms of share-based payment to
employees and directors, including stock options, must be
treated as compensation and recognized in the income statement.
We recognized $0.9 million ($0.6 million after-tax, or
$0.01 per diluted share) in compensation expense related to
stock options in the second quarter of 2006, and
$1.8 million ($1.1 million after-tax, or
$0.02 per diluted share) during the first twenty-six weeks
of 2006. Previous to the adoption of SFAS No. 123(R),
we accounted for stock options under the provisions of
Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, and, accordingly, did not
recognize compensation expense in our consolidated financial
statements. We adopted the modified prospective transition
method provided under SFAS No. 123(R), and
consequently, have not retroactively adjusted results from prior
periods. Under this transition method, compensation cost
associated with stock options recognized in the second quarter
of 2006 includes: 1) quarterly amortization related to the
remaining unvested portion of all stock option awards granted
prior to January 29, 2006, based on the grant-date fair
value estimated in accordance with the original provisions of
SFAS No. 123; and 2) quarterly amortization
related to all stock option awards granted subsequent to
January 29, 2006, based on the grant-date fair value
estimated in accordance with the provisions of
SFAS No. 123(R).
6
AÉROPOSTALE,
INC.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Under SFAS No. 123(R), we are required to select a
valuation technique or option-pricing model that meets the
criteria as stated in the standard, which includes a binomial
model and the Black-Scholes model. At the present time, we will
continue to use the Black-Scholes model, which requires the
input of subjective assumptions. These assumptions include
estimating the length of time employees will retain their vested
stock options before exercising them (expected
term), the estimated volatility of our common stock price
over the expected term and the number of options that will
ultimately not complete their vesting requirements
(forfeitures). Changes in the subjective assumptions
can materially affect the estimate of fair value of
stock based compensation and consequently, the
related amount recognized in the consolidated statements of
income.
In November 2005, the FASB issued FASB Staff Position
No. FAS 123R-3
Transition Election Related to Accounting for Tax
Effects of Share-Based Payment Awards. We have elected
to adopt the alternative transition method provided in the FASB
Staff Position for calculating the tax effects of stock-based
compensation pursuant to SFAS No. 123(R). The
alternative transition method includes simplified methods to
establish the beginning balance of the additional paid-in
capital pool (APIC pool) related to the tax effects
of employee stock-based compensation, and to determine the
subsequent impact on the APIC pool and Consolidated Statements
of Cash Flows of the tax effects of employee stock-based
compensation awards that are outstanding upon adoption of
SFAS No. 123(R).
Prior to the adoption of SFAS No. 123(R), we presented
all tax benefits resulting from the exercise of stock options as
operating cash flows in the Condensed Consolidated Statement of
Cash Flows. SFAS No. 123(R) requires that cash flows
resulting from tax deductions in excess of the cumulative
compensation cost recognized for options exercised be classified
as financing cash flows. Previously, all tax benefits from stock
options had been reported as an operating activity. For the
first twenty-six weeks of 2006, net cash used in operating
activities decreased, and cash provided by financing activities
increased, by $6.9 million related to excess tax benefits
realized from the exercise of stock options.
We have stock option plans under which we may grant qualified
and non-qualified stock options to purchase shares of our common
stock to executives, consultants, directors, or other key
employees. As of July 29, 2006, 1,058,817 shares were
available for future grant under our plans. Stock options may
not be granted at less than the fair market value at the date of
grant. Stock options generally vest over four years on a pro
rata basis and expire after eight years. All outstanding stock
options immediately vest upon change in control.
As of July 29, 2006, there was $8.2 million of total
unrecognized compensation cost related to non-vested options
that we expect to be recognized over the remaining
weighted-average vesting period of 2.7 years. The
weighted-average grant-date fair value of options granted was
$13.49 during the second quarter of 2006 and $10.53 during the
second quarter of 2005. The weighted-average grant-date fair
value of options granted was $14.55 during the first twenty-six
weeks of 2006 and $13.74 during the first twenty-six weeks of
2005.
The following table summarizes stock options outstanding at
July 29, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
Aggregate
|
|
|
|
|
|
|
Weighted Average
|
|
|
Remaining
|
|
|
Intrinsic
|
|
|
|
Shares
|
|
|
Exercise Price
|
|
|
Contractual Term
|
|
|
Value
|
|
|
|
(In Thousands)
|
|
|
|
|
|
(In Years)
|
|
|
(In Millions)
|
|
|
Outstanding as of beginning of year
|
|
|
2,041
|
|
|
$
|
12.63
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
299
|
|
|
|
28.82
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(634
|
)
|
|
|
1.99
|
|
|
|
|
|
|
$
|
17.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(7
|
)
|
|
|
18.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of July 29,
2006
|
|
|
1,699
|
|
|
$
|
19.42
|
|
|
|
5.78
|
|
|
$
|
16.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable as of July 29,
2006
|
|
|
786
|
|
|
$
|
12.23
|
|
|
|
4.51
|
|
|
$
|
12.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
AÉROPOSTALE,
INC.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant-Date
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
|
(In Thousands)
|
|
|
|
|
|
Non-vested as of beginning of year
|
|
|
935
|
|
|
$
|
22.52
|
|
Granted
|
|
|
299
|
|
|
|
28.87
|
|
Vested
|
|
|
(314
|
)
|
|
|
19.61
|
|
Cancelled
|
|
|
(7
|
)
|
|
|
18.52
|
|
|
|
|
|
|
|
|
|
|
Non-vested as of July 29, 2006
|
|
|
913
|
|
|
$
|
25.63
|
|
|
|
|
|
|
|
|
|
|
Certain of our employees and all of our directors have been
awarded restricted stock, pursuant to restricted stock
agreements. The restricted stock awarded to employees vests at
the end of three years of continuous service with us. Initial
grants of restricted stock awarded to directors vest, pro-rata,
over a three-year period, based upon continuous service.
Subsequent grants of restricted stock awarded to directors vest
in full one year after the grant-date. Total compensation
expense is being amortized over the vesting period. Amortization
expense was $0.6 million for the second quarter of 2006 and
$0.4 million for the second quarter of 2005. Amortization
expense was $1.1 million for the first twenty-six weeks of
2006 and $0.8 million for the first twenty-six weeks of
2005. As of July 29, 2006, there was $5.2 million of
unrecognized compensation cost related to restricted stock
awards that is expected to be recognized over the weighted
average period of 1.8 years
The following table summarizes restricted stock outstanding at
July 29, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Grant-Date
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
|
(In thousands)
|
|
|
|
|
|
Outstanding as of beginning of year
|
|
|
168
|
|
|
$
|
28.48
|
|
Granted
|
|
|
152
|
|
|
|
28.81
|
|
Vested
|
|
|
(13
|
)
|
|
|
31.12
|
|
Cancelled
|
|
|
(2
|
)
|
|
|
28.57
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of July 29,
2006
|
|
|
305
|
|
|
$
|
28.53
|
|
|
|
|
|
|
|
|
|
|
Prior to the first quarter of 2006, no compensation expense was
recognized for stock options. Had compensation cost for our
stock option plans been determined consistent with
SFAS No. 123(R), our net income and earnings per share
for the second quarter of 2005 would have been reduced to the
following pro forma amounts (in thousands, except per share
data):
|
|
|
|
|
|
|
|
|
|
|
13 weeks
|
|
|
26 weeks
|
|
|
|
ended
|
|
|
ended
|
|
|
|
July 30, 2005
|
|
|
Net income:
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
7,449
|
|
|
$
|
16,063
|
|
Add: Restricted stock
amortization, net of taxes
|
|
|
272
|
|
|
|
476
|
|
Less: Total stock based
compensation expense determined under the fair value method, net
of taxes
|
|
|
(708
|
)
|
|
|
(1,308
|
)
|
|
|
|
|
|
|
|
|
|
Pro-forma
|
|
$
|
7,013
|
|
|
$
|
15,231
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
0.13
|
|
|
$
|
0.29
|
|
Pro-forma
|
|
$
|
0.13
|
|
|
$
|
0.27
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
0.13
|
|
|
$
|
0.28
|
|
Pro-forma
|
|
$
|
0.12
|
|
|
$
|
0.27
|
|
|
|
|
|
|
|
|
|
|
8
AÉROPOSTALE,
INC.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The weighted average fair value of stock options was calculated
with the following weighted average assumptions used for grants
in their respective periods. For 2006: no dividend yield;
expected volatility of 50%; risk free interest rate of 4.87%;
and expected life of 5.25 years. For 2005: no dividend
yield; expected volatility of 40%; risk free interest rate of
4.10%; and expected life of 5 years.
Under the provisions of SFAS No. 123(R), the
recognition of deferred compensation at the date that restricted
stock is granted, representing the amount of unrecognized
restricted stock expense that is reduced as expense is
recognized, is no longer required. Therefore, as of the date of
adoption, the amount that had been in Deferred
compensation in the Condensed Consolidated Balance Sheet
was reversed to Additional paid in capital.
|
|
3.
|
Cost of
Sales and Selling, General and Administrative Expenses
|
Cost of sales includes costs related to: merchandise sold,
including inventory valuation adjustments, distribution and
warehousing, freight from the distribution center and warehouse
to the stores, payroll for our design, buying and merchandising
departments, and occupancy costs. Occupancy costs include: rent,
contingent rents, common area maintenance, real estate taxes,
utilities, repairs, maintenance and all depreciation.
Selling, general and administrative expenses, or
SG&A, include costs related to: selling
expenses, store management and corporate expenses such as
payroll and employee benefits, marketing expenses, employment
taxes, maintenance costs and expenses, insurance and legal
expenses, and store pre-opening and other corporate level
expenses. Store pre-opening expenses include store level
payroll, grand opening event marketing, travel, supplies and
other store pre-opening expenses.
|
|
4.
|
Recent
Accounting Developments
|
In July, 2006, The Financial Accounting Standards Board, or
FASB, issued Interpretation No. 48, or
FIN 48, Accounting for Uncertainty in Income
Taxes, which clarifies the accounting for uncertainty in
income taxes recognized in the financial statements in
accordance with SFAS No. 109, Accounting for Income
Taxes. FIN 48 provides guidance on the
financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return.
FIN 48 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim
periods, disclosures and transition. FIN 48 is effective
for fiscal years beginning after December 15, 2006. We are
currently evaluating the impact of this standard on our
consolidated financial statements.
The following table sets forth the computations of basic and
diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 weeks ended
|
|
|
26 weeks ended
|
|
|
|
July 29,
|
|
|
July 30,
|
|
|
July 29,
|
|
|
July 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
(In Thousands, Except Per Share Data)
|
|
|
Net income
|
|
$
|
8,423
|
|
|
$
|
7,449
|
|
|
$
|
16,786
|
|
|
$
|
16,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average basic shares
|
|
|
53,627
|
|
|
|
55,408
|
|
|
|
54,017
|
|
|
|
55,408
|
|
Impact of dilutive securities
|
|
|
445
|
|
|
|
959
|
|
|
|
509
|
|
|
|
1,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average diluted shares
|
|
|
54,072
|
|
|
|
56,367
|
|
|
|
54,526
|
|
|
|
56,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per basic share
|
|
$
|
0.16
|
|
|
$
|
0.13
|
|
|
$
|
0.31
|
|
|
$
|
0.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per diluted share
|
|
$
|
0.16
|
|
|
$
|
0.13
|
|
|
$
|
0.31
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
AÉROPOSTALE,
INC.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Options to purchase 589,000 shares during the second
quarter of 2006 and 438,000 shares during the first
twenty-six weeks of 2006 were not included in the computation of
diluted earnings per share because the exercise price of the
options was greater than the average market price of the common
shares.
|
|
6.
|
Revolving
Credit Facility
|
We have a revolving credit facility (the credit
facility) with Bank of America, N.A., which allows us to
borrow or obtain letters of credit up to an aggregate of
$50.0 million, with letters of credit having a sub-limit of
$15.0 million. The amount of available credit can be
increased to an aggregate of $75.0 million if we so
request. The credit facility matures in April 2010, and our
assets collateralize indebtedness under the credit facility.
Borrowings under the credit facility bear interest at our
option, either at (a) the lenders prime rate or
(b) the Euro Dollar Rate plus 0.75% to 1.25%, dependent
upon our financial performance. There are no covenants in the
credit facility requiring us to achieve certain earnings levels
and there are no capital spending limitations. There are certain
negative covenants under the credit facility, including but not
limited to, limitations on our ability to incur other
indebtedness, encumber our assets, or undergo a change of
control. Additionally, we are required to maintain a ratio of
2:1 for the value of our inventory to the amount of the loans
under the credit facility. As of July 29, 2006, we were in
compliance with all covenants under the credit facility. Events
of default under the credit facility include, subject to grace
periods and notice provisions in certain circumstances, failure
to pay principal amounts when due, breaches of covenants,
misrepresentation, default of leases or other indebtedness,
excess uninsured casualty loss, excess uninsured judgment or
restraint of business, business failure or application for
bankruptcy, indictment of or institution of any legal process or
proceeding under federal, state, municipal or civil statutes,
legal challenges to loan documents, and a change in control. If
an event of default occurs, the lenders under the credit
facility will be entitled to take various actions, including the
acceleration of amounts due there under and requiring that all
such amounts be immediately paid in full as well as possession
and sale of all assets that have been used as collateral. At
July 29, 2006, we had no amount outstanding under the
credit facility, and no stand-by or commercial letters of credit
issued under the credit facility. In addition, we have not had
outstanding borrowings under the credit facility since November
2002.
|
|
7.
|
Retirement
Benefit Plans
|
We maintain a qualified, defined contribution retirement plan
with a 401(k) salary deferral feature that covers substantially
all of our employees who meet certain requirements. Under the
terms of the plan, employees may contribute up to 14% of gross
earnings and we will provide a matching contribution of 50% of
the first 5% of gross earnings contributed by the participants.
We also have the option to make additional contributions.
Matching contributions vest over a five-year service period with
20% vesting after two years and 50% vesting after year three.
Vesting increases thereafter at a rate of 25% per year so
that participants will be fully vested after year five.
We maintain a supplemental executive retirement plan, or SERP,
which is a nonqualified defined benefit plan for certain
officers. The plan is non-contributory and not funded and
provides benefits based on years of service and compensation
during employment. Participants are vested upon entrance in the
plan. Pension expense is determined using various actuarial cost
methods to estimate the total benefits ultimately payable to
officers and this cost is allocated to service periods. The
actuarial assumptions used to calculate pension costs are
reviewed annually.
10
AÉROPOSTALE,
INC.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The components of net periodic pension benefit cost are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 weeks ended
|
|
|
26 weeks ended
|
|
|
|
July 29,
|
|
|
July 30,
|
|
|
July 29,
|
|
|
July 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
(In Thousands)
|
|
|
Service cost
|
|
$
|
123
|
|
|
$
|
105
|
|
|
$
|
246
|
|
|
$
|
210
|
|
Interest cost
|
|
|
233
|
|
|
|
183
|
|
|
|
466
|
|
|
|
366
|
|
Amortization of prior service cost
|
|
|
19
|
|
|
|
18
|
|
|
|
38
|
|
|
|
37
|
|
Amortization of net loss
|
|
|
142
|
|
|
|
138
|
|
|
|
284
|
|
|
|
275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension benefit cost
|
|
$
|
517
|
|
|
$
|
444
|
|
|
$
|
1,034
|
|
|
$
|
888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We maintain a long-term incentive deferred compensation plan for
the purpose of providing long-term incentive to a select group
of management. The plan is a non-qualified, defined contribution
plan and is not funded. Participants in this plan include all
employees designated by us as Vice President, or other higher-
ranking position that are not participants in the SERP. Annual
monetary credits are recorded to each participants account
based on compensation levels and years as a participant in the
plan. Annual interest credits are applied to the balance of each
participants account based upon established benchmarks.
Each annual credit is subject to a three-year cliff-vesting
schedule, and participants accounts will be fully vested
upon retirement after completing five years of service and
attaining age 55.
We maintain a postretirement benefit plan for certain officers.
At July 29, 2006, we had a liability of $123,000 in
connection with this plan.
|
|
8.
|
Stock
Repurchase Program
|
We repurchase our common stock from time to time under a stock
repurchase program. In June 2006, our Board of Directors
approved a $100 million increase in repurchase availability
under the program, bringing total repurchase availability, since
inception of the program, to $250 million. The repurchase
program may be modified or terminated by the Board of Directors
at any time, and there is no expiration date for the program.
The extent and timing of repurchases will depend upon general
business and market conditions, stock prices, and liquidity and
capital resource requirements going forward. We repurchased
1,751,400 shares of our common stock for $45.4 million
during the second quarter of 2006 and 160,000 shares of our
common stock for $4.4 million during the second quarter of
2005. We repurchased 1,831,400 shares of our common stock
for $47.7 million during the first six months of 2006 and
385,000 shares of our common stock for $11.2 million
during the first six months of 2005. We repurchased
6,379,650 shares for $155.8 million since the
inception of the repurchase program through July 29, 2006,
with $94.2 million of repurchase availability remaining
under the program as of July 29, 2006.
During the second quarter of 2006, we resolved a dispute with a
vendor regarding the enforcement of our intellectual property
rights. In connection with the resolution of this dispute, we
received net proceeds of $2.1 million from this vendor,
which has been recorded in other income for the three and six
-month periods ended July 30, 2006. There are no future
obligations or commitments connected with this matter.
|
|
10.
|
Commitments
and Contingent Liabilities
|
We are party to various litigation matters and proceedings in
the ordinary course of business. In the opinion of our
management, dispositions of these matters are not expected to
have a material adverse affect on our financial position,
results from operations or cash flows. We have not provided any
financial guarantees as of July 29, 2006.
11
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
Cautionary
Note Regarding Forward-Looking Statements
This Quarterly Report on
Form 10-Q
contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements involve certain risks and
uncertainties, including statements regarding the companys
strategic direction, prospects and future results. Certain
factors, including factors outside of our control, may cause
actual results to differ materially from those contained in the
forward-looking statements. The risk factors included in
Item 1A should be read in connection with evaluating the
Companys business and future prospects. All forward
looking statements included in this report are based on
information available to us as of the date hereof, and we assume
no obligation to update or revise such forward-looking
statements to reflect events or circumstances that occur after
such statements are made.
Introduction
Aéropostale, Inc. is a mall-based specialty retailer of
casual apparel and accessories in the United States. Our target
customers are both young women and young men from age 14
to 17, and we provide our customers with a selection of
high-quality, active-oriented, fashion basic merchandise at
compelling values in a high-energy store environment.
JimmyZ Surf Co., Inc., a wholly owned subsidiary of
Aéropostale, Inc., is a California lifestyle-oriented brand
targeting trend-aware young women and men aged 18 to 25. We
opened our first JimmyZ stores in July 2005. In addition,
we launched our Aeropostale
e-commerce
business in May 2005. As of July 29, 2006, we operated 726
stores in 47 states, consisting of 712 Aeropostale stores
and 14 JimmyZ stores, in addition to our
e-commerce
website, www.aeropostale.com.
Managements Discussion and Analysis of Financial Condition
and Results of Operations, or MD&A, is intended
to provide information to help you better understand our
financial condition and results of operations. Our business is
highly seasonal, and historically we realize a significant
portion of our sales, net income, and cash flow in the second
half of the year, driven by the impact of the
back-to-school
selling season in our third quarter and the holiday selling
season in our fourth quarter. Therefore, our interim period
consolidated financial statements will not be indicative of our
full-year results of operations, financial condition or cash
flows. We recommend that you read this section along with our
condensed consolidated financial statements included in this
report and along with our Annual Report on
Form 10-K
for the year ended January 28, 2006.
The discussion in the following section is on a consolidated
basis, unless indicated otherwise.
Overview
We achieved net sales of $274.6 million for the second
quarter of 2006, or an 18.0% increase over the second quarter of
2005. The increase in net sales was driven primarily by total
square footage growth of 15.0% and a comparable store sales
increase of 1%. On a
year-to-date
basis, we achieved net sales of $520.9 million for the
first twenty-six weeks of 2006, or a 17.2% increase over the
same period in 2005. Comparable store sales decreased 0.9% for
the first twenty-six weeks of 2006. Gross profit, as a
percentage of net sales, decreased by 0.2 percentage points
for the second quarter of 2006 and was flat for the first
twenty-six weeks of 2006. Merchandise margin increased by
0.9 percentage points for the second quarter of 2006 due to
lower promotional activity and was offset by increases in
depreciation and amortization and occupancy expenses. SG&A,
as a percentage of net sales, increased by 1.0 percentage
points for the second quarter of 2006 and by 1.3 percentage
points for the first twenty-six weeks of 2006, primarily
attributable to higher store payroll and transaction costs,
higher marketing expense, and the adoption of new accounting
guidance requiring stock options to be expensed
(SFAS No. 123(R)) at the beginning of the current
fiscal year. We recognized $2.1 million in other income,
net of expenses, during the second quarter of 2006 in connection
with the resolution of a dispute with a vendor regarding the
enforcement of our intellectual property rights. Interest income
increased by $0.6 million for the second quarter of 2006
and by $1.3 million on a
year-to-date
basis versus last year. Increases in interest rates and cash and
cash equivalents were the primary drivers of the increase in net
interest income. The effective income tax rate was 39.0% for
both 2006 and 2005.
12
Net income for the second quarter of 2006 was $8.4 million,
or $0.16 per diluted share, versus net income of
$7.4 million, or $0.13 per diluted share for the
second quarter of 2005. The other income described above
favorably impacted net income by $1.3 million, or by
$0.03 per diluted share, in 2006.
As of July 29, 2006, we had working capital of
$182.1 million, cash and cash equivalents of
$117.3 million, short-term investments of
$34.1 million, and no third party debt outstanding. Our
merchandise inventories decreased by 5%, or by 17% on a square
foot basis, at July 29, 2006, compared to the second
quarter of 2005. We operated 726 stores at July 29, 2006,
an increase of 15% from the same period last year.
We use a number of key indicators of financial condition and
operating performance to evaluate the performance of our
business, some of which are set forth in the following table:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 weeks ended
|
|
|
26 weeks ended
|
|
|
|
July 29,
|
|
|
July 30,
|
|
|
July 29,
|
|
|
July 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
Net sales (in millions)
|
|
$
|
274.6
|
|
|
$
|
232.8
|
|
|
$
|
520.9
|
|
|
$
|
444.4
|
|
Total store count at end of period
|
|
|
726
|
|
|
|
634
|
|
|
|
726
|
|
|
|
634
|
|
Comparable store sales count at
end of period
|
|
|
591
|
|
|
|
477
|
|
|
|
591
|
|
|
|
477
|
|
Net sales growth
|
|
|
18.0
|
%
|
|
|
19.5
|
%
|
|
|
17.2
|
%
|
|
|
22.6
|
%
|
Increase (decrease) in comparable
store sales
|
|
|
1.0
|
%
|
|
|
(2.2
|
)%
|
|
|
(0.9
|
)%
|
|
|
0.9
|
%
|
Increase (decrease) in comparable
average unit retail
|
|
|
1.6
|
%
|
|
|
(9.2
|
)%
|
|
|
3.7
|
%
|
|
|
(9.3
|
)%
|
(Decrease) increase in comparable
units per sales transaction
|
|
|
(2.2
|
)%
|
|
|
2.5
|
%
|
|
|
(3.3
|
)%
|
|
|
4.2
|
%
|
Increase (decrease) in comparable
sales transaction
|
|
|
1.7
|
%
|
|
|
5.1
|
%
|
|
|
(1.2
|
)%
|
|
|
6.8
|
%
|
Net sales per average square foot
|
|
$
|
106
|
|
|
$
|
105
|
|
|
$
|
205
|
|
|
$
|
210
|
|
Gross profit (in millions)
|
|
$
|
72.6
|
|
|
$
|
62.0
|
|
|
$
|
143.1
|
|
|
$
|
121.8
|
|
Income from operations (in
millions)
|
|
$
|
12.4
|
|
|
$
|
11.4
|
|
|
$
|
24.7
|
|
|
$
|
24.8
|
|
Diluted earnings per share
|
|
$
|
0.16
|
|
|
$
|
0.13
|
|
|
$
|
0.31
|
|
|
$
|
0.28
|
|
Square footage growth
|
|
|
15
|
%
|
|
|
22
|
%
|
|
|
15
|
%
|
|
|
22
|
%
|
(Decrease) increase in total
inventory over comparable period
|
|
|
(5
|
)%
|
|
|
64
|
%
|
|
|
(5
|
)%
|
|
|
64
|
%
|
(Decrease) increase in inventory
per square foot over comparable period
|
|
|
(17
|
)%
|
|
|
34
|
%
|
|
|
(17
|
)%
|
|
|
34
|
%
|
Percentages of net sales by
category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Womens
|
|
|
57
|
%
|
|
|
61
|
%
|
|
|
57
|
%
|
|
|
59
|
%
|
Mens
|
|
|
27
|
%
|
|
|
26
|
%
|
|
|
26
|
%
|
|
|
26
|
%
|
Accessories
|
|
|
16
|
%
|
|
|
13
|
%
|
|
|
17
|
%
|
|
|
15
|
%
|
13
The following table sets forth our results of operations as a
percentage of net sales. We also use this information to
evaluate the performance of our business:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 weeks ended
|
|
|
26 weeks ended
|
|
|
|
July 29,
|
|
|
July 30,
|
|
|
July 29,
|
|
|
July 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
Net sales
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Gross profit
|
|
|
26.4
|
%
|
|
|
26.6
|
%
|
|
|
27.4
|
%
|
|
|
27.4
|
%
|
Selling, general and
administrative expenses
|
|
|
22.7
|
%
|
|
|
21.7
|
%
|
|
|
23.1
|
%
|
|
|
21.8
|
%
|
Other income
|
|
|
0.8
|
%
|
|
|
|
|
|
|
0.4
|
%
|
|
|
|
|
Income from operations
|
|
|
4.5
|
%
|
|
|
4.9
|
%
|
|
|
4.7
|
%
|
|
|
5.6
|
%
|
Interest income, net
|
|
|
0.5
|
%
|
|
|
0.3
|
%
|
|
|
0.6
|
%
|
|
|
0.4
|
%
|
Income before income taxes
|
|
|
5.0
|
%
|
|
|
5.2
|
%
|
|
|
5.3
|
%
|
|
|
5.9
|
%
|
Income taxes
|
|
|
1.9
|
%
|
|
|
2.0
|
%
|
|
|
2.1
|
%
|
|
|
2.3
|
%
|
Net income
|
|
|
3.1
|
%
|
|
|
3.2
|
%
|
|
|
3.2
|
%
|
|
|
3.6
|
%
|
Results
of Operations
Sales Net sales consist of sales from
comparable stores and non-comparable stores. A store is included
in comparable store sales after fourteen months of operation. We
consider a remodeled or relocated store with more than a 25%
change in square feet to be a new store. Prior period sales from
stores that have closed are not included in comparable store
sales, nor are sales from our
e-commerce
business or sales from our temporary arrangements with colleges
and universities.
Net sales for the second quarter of 2006 increased by
$41.8 million, or by 18.0% versus the same period last
year. Total square footage growth of 15.0% drove the net sales
increase for the quarter, as well as an increase in comparable
store sales. Comparable store sales increased by
$2.1 million, or by 1.0% for the second quarter of 2006,
versus a comparable store sales decrease of 2.2% for the second
quarter of 2005. Comparable store sales increased in our young
men and accessories categories, and decreased in our young women
category. The overall comparable store sales increase reflected
a 1.6% increase in average unit retail, a 1.7% increase in the
number of sales transactions, and a 2.2% decrease in units per
sales transaction. The increase in the average unit retail
reflects lower promotional activity this year. Non-comparable
store sales increased by $39.7 million, or by 17.0%,
primarily due to 92 more stores open at the end of the second
quarter of 2006 versus the end of the second quarter of 2005.
Net sales for the first twenty-six weeks of 2006 increased by
$76.5 million, or by 17.2%, driven by new store sales.
Comparable store sales decreased by $3.9 million, or by
0.9% for the
year-to-date
period, versus a comparable store sales increase of 0.9% for the
first twenty-six weeks of 2005. Non-comparable store sales
increased by $80.4 million, or by 18.1%, primarily due to
the new store openings discussed above.
Gross profit Cost of sales includes
costs related to: merchandise sold, including inventory
valuation adjustments, distribution and warehousing, freight
from the distribution center and warehouse to the stores,
payroll for our design, buying and merchandising departments,
and occupancy costs. Occupancy costs include: rent, contingent
rents, common area maintenance, real estate taxes, utilities,
repairs, maintenance and all depreciation.
Gross profit, as a percentage of net sales, decreased by
0.2 percentage points for the second quarter of 2006 versus
the same period last year. Merchandise margin increased by
0.9 percentage points, reflecting lower promotional
activity. A 0.4 percentage points increase in depreciation
and amortization and a 0.4 percentage point increase in
occupancy costs, both resulting primarily from new store growth,
offset the increase in merchandise margin.
Gross profit, as a percentage of net sales, was flat for the
first twenty-six weeks of 2006 versus the same period last year.
Merchandise margin increased by 1.2 percentage points,
reflecting lower promotional activity, and was offset by a
0.5 percentage points increase in depreciation and
amortization and a 0.4 percentage point increase in
occupancy costs.
14
SG&A SG&A includes costs
related to: selling expenses, store management and corporate
expenses such as payroll and employee benefits, marketing
expenses, employment taxes, maintenance costs and expenses,
insurance and legal expenses, and store pre-opening and other
corporate level expenses. Store pre-opening expenses include
store level payroll, grand opening event marketing, travel,
supplies and other store pre-opening expenses.
SG&A increased by $11.6 million, or by
1.0 percentage point, as a percentage of net sales, for the
second quarter of 2006 versus the second quarter of 2005. Store
payroll and transaction costs increased by $7.1 million,
resulting primarily from new store growth, and marketing costs
increased by $0.9 million. In addition, stock option
expense of $0.9 million was recorded in the second quarter
of 2006 resulting from the adoption of SFAS No. 123(R)
(see note 2 to unaudited condensed consolidated financial
statements for a further discussion). As a percentage of net
sales, the adoption of SFAS No. 123(R)contributed to
0.4 percentage points of the increase in SG&A, and
marketing expense contributed to 0.2 percentage points of
the increase.
SG&A, as a percentage of net sales, increased by
1.3 percentage points for the first twenty-six weeks of
2006 versus the same period last year. As a percentage of net
sales, store payroll and transaction costs contributed to
0.4 percentage points of the increase in SG&A, the
adoption of SFAS No. 123(R)contributed to
0.3 percentage points of the increase, and marketing
expense contributed to 0.4 percentage points of the
increase.
Other income We recognized
$2.1 million in other income during the second quarter of
2006 in connection with the resolution of a dispute with a
vendor regarding the enforcement of our intellectual property
rights.
Interest income and income taxes
Interest income increased by $0.6 million for the second
quarter of 2006, and by $1.3 million for the first
twenty-six weeks of 2006, versus the same periods in 2005.
Increases in interest rates and increases in cash and cash
equivalents were the primary drivers of the increase in net
interest income.
The effective income tax rate was 39.0% for all periods
presented.
Net income Net income was
$8.4 million, or $0.16 per diluted share, for the
second quarter of 2006, versus net income of $7.4 million,
or $0.13 per diluted share, for the second quarter of 2005.
The previously discussed adoption of SFAS No. 123(R)
unfavorably impacted net income for the second quarter of 2006
by $0.6 million, or $0.01 per diluted share.
Net income was $16.8 million, or $0.31 per diluted
share, for the first twenty-six weeks of 2006, versus net income
of $16.1 million, or $0.28 per diluted share, for the
first twenty-six weeks of 2005. The previously discussed
adoption of SFAS No. 123(R) unfavorably impacted net
income for the first twenty-six weeks of 2006 by
$1.1 million, or $0.02 per diluted share.
Consolidated net income included net losses from the
Companys JimmyZ subsidiary of $1.6 million, or
$0.03 per diluted share, for the second quarter of 2006 and
$3.1 million, or $0.6 per diluted share, for the first
twenty-six weeks of 2006. Consolidated net income included net
losses from the Companys JimmyZ subsidiary of
$1.1 million, or $0.02 per diluted share, for the
second quarter of 2005 and $1.8 million, or $0.3 per
diluted share, for the first twenty-six weeks of 2005.
The other income discussed above favorably impacted net income
for the second quarter and first twenty-six weeks of 2006 by
$1.3 million, or $0.03 per diluted share.
Liquidity
and Capital Resources
Our cash requirements are primarily for working capital,
construction of new stores, remodeling of existing stores, and
the improvement and enhancement of our information technology
systems. Due to the seasonality of our business, we have
historically realized a significant portion of our cash flows
from operations during the second half of the year. Most
recently, our cash requirements have been met primarily through
cash and cash equivalents on hand during the first half of the
year, and through cash flows from operations during the second
half of the year. We expect to continue to meet our cash
requirements for the next twelve months primarily through cash
flows from operations and existing cash and cash equivalents. In
addition, we have a revolving credit facility (the credit
facility) that provides for a $50.0 million base
borrowing availability, and can be increased to an aggregate of
$75.0 million if we so request (see note 5 to the
notes to unaudited condensed consolidated financial statements
for a further description). We have not had outstanding
borrowings under the credit facility since November 2002. At
15
July 29, 2006, we had working capital of
$182.1 million, cash and cash equivalents of
$117.3 million, short-term investments of
$34.1 million, and no third party debt outstanding.
The following table sets forth our cash flows for the period
indicated:
|
|
|
|
|
|
|
|
|
|
|
26 weeks ended
|
|
|
|
July 29,
|
|
|
July 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In Thousands)
|
|
|
Net cash (used in) provided by
operating activities
|
|
$
|
(3,821
|
)
|
|
$
|
965
|
|
Net cash (used in) provided by
investing activities
|
|
|
(44,555
|
)
|
|
|
30,866
|
|
Net cash used in financing
activities
|
|
|
(39,552
|
)
|
|
|
(10,019
|
)
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash
and cash equivalents
|
|
$
|
(87,928
|
)
|
|
$
|
21,812
|
|
|
|
|
|
|
|
|
|
|
Operating activities Cash flows from
operating activities, our primary form of liquidity on a
full-year basis, decreased by $4.8 million for the first
twenty-six weeks of 2006, versus the first twenty-six weeks of
2005. Cash provided by net income, as adjusted for non-cash
items, increased by $5.7 million for the first twenty-six
weeks of 2006, versus the second quarter of 2005. Cash used for
merchandise inventories, net of accounts payable, increased by
$2.4 million, primarily resulting from new store growth. In
accordance with the provisions of SFAS No. 123(R),
excess tax benefits from stock options of $6.9 million were
reported as a financing activity for the first twenty-six weeks
of 2006. For the first twenty-six weeks of 2005, tax benefits
from stock options of $4.3 million were reported as an
operating activity.
Merchandise inventories decreased by 5%, or by 17% on a square
foot basis, as of July 29, 2006, as compared to
July 30, 2005. Merchandise inventories increased by 64%, or
by 34% on a square foot basis, as of July 30, 2005, as
compared to July 31, 2004.
Due to the seasonality of our business, we have historically
generated a significant portion of our cash flows from operating
activities in the second half of the year, and we expect this
trend to continue through the balance of this year.
Capital requirements Investments in
capital expenditures are principally for the construction of new
stores, remodeling of existing stores, and investments in
information technology. Our future capital requirements will
depend primarily on the number of new stores we open, the number
of existing stores we remodel and the timing of these
expenditures. Capital expenditures for the full year of 2006 are
expected to approximate $54 million to open approximately
75 new Aeropostale stores, to remodel approximately 22 existing
stores, to update our existing
point-of-sale
systems, and for certain other information technology
investments.
We had $34.1 million in short-term investments at
July 29, 2006, consisting of auction rate debt and
preferred stock securities. Auction rate securities are term
securities that earn income at a rate that is periodically
reset, typically within 35 days, to reflect current market
conditions through an auction process. These securities have
long-term contractual maturities and are classified as
available-for-sale
securities in the current asset section of our condensed
consolidated balance sheets.
Financing activities and capital
resources We repurchase our common stock
from time to time under a stock repurchase program. In June
2006, our Board of Directors approved a $100 million
increase in repurchase availability under the program, bringing
total repurchase availability since inception of the program to
$250 million. The repurchase program may be modified or
terminated by the Board of Directors at any time, and there is
no expiration date for the program. The extent and timing of
repurchases will depend upon general business and market
conditions, stock prices, and liquidity and capital resource
requirements going forward. We repurchased 1,751,400 shares
of our common stock for $45.4 million during the second
quarter of 2006 and 160,000 shares of our common stock for
$4.4 million during the second quarter of 2005. We
repurchased 1,831,400 shares of our common stock for
$47.7 million during the first six months of 2006 and
385,000 shares of our common stock for $11.2 million
during the first six months of 2005. We repurchased
6,379,650 shares for $155.8 million since the
inception of the repurchase program through July 29, 2006,
with $94.2 million of repurchase availability remaining
under the program as of July 29, 2006.
16
We have a credit facility that provides for a $50.0 million
base borrowing availability, and can be increased to an
aggregate of $75.0 million if we so request (see
note 5 to the notes to unaudited condensed consolidated
financial statements for a further description). At
July 29, 2006, we had no amounts outstanding under the
credit facility, and no stand-by or commercial letters of credit
issued under the credit facility. As of July 29, 2006, we
were in compliance with all covenants under the credit facility.
In addition, we have not had outstanding borrowings under the
credit facility since November 2002.
In accordance with the provisions of SFAS No. 123(R),
excess tax benefits from stock options of $6.9 million were
reported as a financing activity for the second quarter of 2006.
Previously, all tax benefits from stock options were reported as
an operating activity.
Contractual
Obligations
The following table summarizes our contractual obligations as of
July 29, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due
|
|
|
|
|
|
|
Balance of
|
|
|
In 2007
|
|
|
In 2009
|
|
|
After
|
|
|
|
Total
|
|
|
2006
|
|
|
and 2008
|
|
|
and 2010
|
|
|
2010
|
|
|
|
(In Thousands)
|
|
|
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employment agreements
|
|
$
|
2,066
|
|
|
$
|
1,139
|
|
|
$
|
927
|
|
|
$
|
|
|
|
$
|
|
|
Sponsorship and advertising
contracts
|
|
|
2,910
|
|
|
|
300
|
|
|
|
1,886
|
|
|
|
724
|
|
|
|
|
|
Operating leases
|
|
|
543,893
|
|
|
|
36,112
|
|
|
|
145,741
|
|
|
|
136,236
|
|
|
|
225,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
|
|
$
|
548,869
|
|
|
$
|
37,551
|
|
|
$
|
148,554
|
|
|
$
|
136,960
|
|
|
$
|
225,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The operating leases included in the above table do not include
contingent rent based upon sales volume, which represented
approximately 17% of minimum lease obligations in fiscal 2005,
or variable costs such as maintenance, insurance and taxes,
which represented approximately 56% of minimum lease obligations
in fiscal 2005.
Our open purchase orders are cancelable without penalty and are
therefore not included in the above table. There were no
commercial commitments outstanding as of July 29, 2006, nor
have we provided any financial guarantees as of that date.
Off-Balance
Sheet Arrangements
We have not created, and are not party to, any special-purpose
or off-balance sheet entities for the purpose of raising
capital, incurring debt or operating our business. We do not
have any arrangements or relationships with entities that are
not consolidated into the financial statements that are
reasonably likely to materially affect our liquidity or the
availability of capital resources. As of July 29, 2006, we
have not issued any letters of credit for the purchase of
merchandise inventory or any capital expenditures.
Critical
Accounting Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires the appropriate application of certain accounting
policies, many of which require us to make estimates and
assumptions about future events and their impact on amounts
reported in our financial statements and related notes. We
believe the application of our accounting policies, and the
estimates inherently required therein, are reasonable. These
accounting policies and estimates are constantly reevaluated,
and adjustments are made when facts and circumstances dictate a
change. However, since future events and their impact cannot be
determined with certainty, actual results may differ from our
estimates, and such differences could be material to the
consolidated financial statements. Historically, we have found
our application of accounting policies to be appropriate, and
actual results have not differed materially from those
determined using necessary estimates. A summary of our
significant accounting policies and a description of accounting
policies that we believe are most critical may be found in the
MD&A included in our Annual Report on
Form 10-K
for the year ended January 28, 2006.
17
|
|
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
At July 29, 2006, we had no borrowings outstanding under
our credit facility and we have not had any borrowings
outstanding under our credit facility since November 2002. To
the extent that we may borrow pursuant to our credit facility in
the future, we may be exposed to market risk related to interest
rate fluctuations. Additionally, we have not entered into
financial instruments for hedging purposes.
|
|
Item 4.
|
Controls
and Procedures
|
(a) Evaluation of Disclosure Controls and
Procedures: Pursuant to Exchange Act
Rule 13a-15(b)
under the Securities Exchange Act of 1934, as amended (the
Exchange Act), our management carried out an
evaluation, under the supervision and with the participation of
our Chairman and Chief Executive Officer along with our Chief
Financial Officer, of the effectiveness of the design and
operation of our disclosure controls (as defined in
Rule 13a-15(e)
of the Exchange Act) and procedures. Based upon that evaluation,
our Chief Executive Officer along with our Chief Financial
Officer concluded that as of the end of our 2006 second quarter,
ended July 29, 2006, our disclosure controls and procedures
(1) are effective in timely alerting them to material
information relating to our company (including its consolidated
subsidiaries) required to be included in our periodic SEC
filings and (2) are adequate to ensure that information
required to be disclosed by us in the reports filed or submitted
by us under the Exchange Act is recorded, processed and
summarized and reported within the time periods specified in the
SECs rules and forms.
(b) Changes in internal controls: During
the period covered by this quarterly report, there have been no
changes in our internal controls over our financial reporting
that have materially affected, or are reasonably likely to
materially affect, our internal controls over our financial
reporting.
PART II
OTHER INFORMATION
|
|
Item 1.
|
Legal
Proceedings
|
We are party to various litigation matters and proceedings in
the ordinary course of business. In the opinion of our
management, dispositions of these matters are not expected to
have a material adverse affect on our financial position,
results from operations or cash flows.
Cautionary
Note Regarding Forward-Looking Statements
This Quarterly Report on
Form 10-Q
contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements involve certain risks and
uncertainties, including statements regarding the companys
strategic direction, prospects and future results. Certain
factors, including factors outside of our control, may cause
actual results to differ materially from those contained in the
forward-looking statements. The following risk factors should be
read in connection with evaluating the Companys business
and future prospects. All forward looking statements included in
this report are based on information available to us as of the
date hereof, and we assume no obligation to update or revise
such forward-looking statements to reflect events or
circumstances that occur after such statements are made. Such
uncertainties include, among others, the following factors:
Fluctuations in comparable store sales and quarterly results
of operations may cause the price of our common stock to decline
substantially.
Our comparable store sales and quarterly results of operations
have fluctuated in the past and are likely to continue to
fluctuate in the future. In addition, there can be no assurance
that we will be able to maintain our recent levels of comparable
store sales as our business continues to expand. Our comparable
store sales and quarterly results of operations are affected by
a variety of factors, including:
|
|
|
|
|
fashion trends;
|
|
|
|
changes in our merchandise mix;
|
18
|
|
|
|
|
the effectiveness of our inventory management;
|
|
|
|
actions of competitors or mall anchor tenants;
|
|
|
|
calendar shifts of holiday or seasonal periods;
|
|
|
|
changes in general economic conditions and consumer spending
patterns;
|
|
|
|
the timing of promotional events; and
|
|
|
|
weather conditions.
|
If our future comparable store sales fail to meet the
expectations of investors, then the market price of our common
stock could decline substantially. You should refer to the
section entitled Managements Discussion and Analysis
of Financial Condition and Results of Operations for more
information.
If we were unable to identify and respond to consumers
fashion preferences in a timely manner, our profitability would
decline.
We may not be able to keep pace with the rapidly changing
fashion trends and consumer tastes inherent in the apparel
industry. Accordingly, we produce casual, comfortable apparel, a
majority of which displays either the
Aéropostale or Aéro logo.
There can be no assurance that fashion trends will not move away
from casual clothing or that we will not have to alter our
design strategy to reflect a consumer change. Failing to
anticipate, identify or react appropriately to changes in
styles, trends, desired images or brand preferences, could have
a material adverse effect on the Companys sales, financial
condition and results of operations.
Our business could suffer as a result of a
manufacturers inability to produce merchandise on time and
to specifications.
We do not own or operate any manufacturing facilities and
therefore we depend upon independent third parties to
manufacture all of our merchandise. We utilize both domestic and
international manufacturers to produce our merchandise. The
inability of a manufacturer to ship orders in a timely manner or
meet our quality standards could cause delivery date
requirements to be missed, which could result in lost sales.
Our business could suffer if a manufacturer fails to use
acceptable labor practices.
Our sourcing agents and independent manufacturers are required
to operate in compliance with all applicable foreign and
domestic laws and regulations. While our vendor operating
guidelines promote ethical business practices for our vendors
and suppliers, we do not control these manufacturers or their
labor practices. The violation of labor or other laws by an
independent manufacturer, or by one of the sourcing agents, or
the divergence of an independent manufacturers or sourcing
agents labor practices from those generally accepted as
ethical in the United States, could interrupt, or otherwise
disrupt the shipment of finished products or damage the
Companys reputation. Any of these, in turn, could have a
material adverse effect on the Companys financial
condition and results of operations. To help mitigate this risk,
we engage a third party independent contractor to visit the
production facilities from which we receive our products. This
independent contractor assesses the compliance of the facility
with, among other things, local and United States labor laws and
regulations as well as foreign and domestic fair trade and
business practices.
We rely on a small number of vendors to supply a significant
amount of our merchandise.
In fiscal 2005, we sourced approximately 33% of our merchandise
from our top three suppliers; one company supplied approximately
15% of our merchandise, and two others each supplied
approximately 9% of our merchandise. In addition, approximately
67% of our merchandise was directly sourced from our top ten
suppliers, and one company acted as our agent with respect to
the sourcing of approximately 21% of our merchandise. Our
relationships with our suppliers generally are not on a
long-term contractual basis and do not provide assurances on a
long-term basis as to adequate supply, quality or acceptable
pricing. Most of our suppliers could discontinue selling to us
at any time. If one or more of our significant suppliers were to
sever their relationship with us, we could be unable to obtain
replacement products in a timely manner, which could have a
material adverse effect on our sales, financial condition and
results of operations.
19
Foreign suppliers manufacture most of our merchandise and the
availability and costs of these products may be negatively
affected by risks associated with international trade.
Trade restrictions such as increased tariffs or quotas, or both,
could affect the importation of apparel generally and increase
the cost and reduce the supply of merchandise available to us.
Much of our merchandise is sourced directly from foreign vendors
in Europe, Asia and Central America. In addition, many of our
domestic vendors maintain production facilities overseas. Some
of these facilities are also located in regions that may be
affected by political instability that could cause a disruption
in trade. Any reduction in merchandise available to us or any
increase in its cost due to tariffs, quotas or local political
issues could have a material adverse effect on our results of
operations.
Our growth strategy relies on the continued addition of a
significant number of new stores each year, which could strain
our resources and cause the performance of our existing stores
to suffer.
Our growth will largely depend on our ability to open and
operate new stores successfully. We opened 105 Aéropostale
and 14 JimmyZ stores in fiscal 2005, 103 Aéropostale
stores in fiscal 2004, and 95 Aéropostale stores in fiscal
2003. Additionally, we plan to open approximately 70 to 75
Aéropostale and up to 5 new JimmyZ stores in fiscal
2006. We expect to continue to open a significant number of new
stores in future years while also remodeling a portion of our
existing store base. Our planned expansion will place increased
demands on our operational, managerial and administrative
resources. These increased demands could cause us to operate our
business less effectively, which in turn could cause
deterioration in the financial performance of our individual
stores. In addition, to the extent that our new store openings
are in existing markets, we may experience reduced net sales
volumes in previously existing stores in those same markets.
Our continued expansion plan is dependent on a number of
factors which, if not implemented, could delay or prevent the
successful opening of new stores and penetration into new
markets.
Unless we continue to do the following, we may be unable to open
new stores successfully and, if so, our continued growth would
be impaired:
|
|
|
|
|
identify suitable markets and sites for new store locations;
|
|
|
|
negotiate acceptable lease terms;
|
|
|
|
hire, train and retain competent store personnel;
|
|
|
|
foster current relationships and develop new relationships with
vendors that are capable of supplying a greater volume of
merchandise;
|
|
|
|
manage inventory effectively to meet the needs of new and
existing stores on a timely basis;
|
|
|
|
expand our infrastructure to accommodate growth; and
|
|
|
|
generate sufficient operating cash flows or secure adequate
capital on commercially reasonable terms to fund our expansion
plans.
|
In addition, we will open new stores in markets in which we
currently have few or no stores. Our experience in these markets
is limited and there can be no assurance that we will be able to
develop our brand in these markets or adapt to competitive,
merchandising and distribution challenges that may be different
from those in our existing markets. Our inability to open new
stores successfully
and/or
penetrate new markets would have a material adverse effect on
our revenue and earnings growth.
The loss of the services of key personnel could have a
material adverse effect on our business.
The Companys key executive officers have substantial
experience and expertise in the retail business and have made
significant contributions to the growth and success of the
Companys brands. The unexpected loss of the services of
one or more of these individuals could adversely affect the
Company. Specifically, if we were to lose the services of Julian
R. Geiger, our Chairman and Chief Executive Officer,
and/or
Christopher L. Finazzo, our Executive Vice President-Chief
Merchandising Officer, our business could be adversely affected.
In addition,
20
Mr. Geiger and Mr. Finazzo maintain many of our vendor
relationships, and the loss of either of them could negatively
impact present vendor relationships.
Failure of new business concepts would have an effect on our
results of operations.
We expect that the introduction of new brand concepts and other
business opportunities will play an important role in our
overall growth strategy. In particular, we have and will
continue to open our JimmyZ brand stores. The operation of
the JimmyZ store is subject to numerous risks, including
unanticipated operating problems; lack of prior experience; lack
of customer acceptance; new vendor relationships; competition
from existing and new retailers; and could be a diversion of
managements attention from the Companys core
Aéropostale business. The JimmyZ concept involves,
among other things, implementation of a retail apparel concept
which is subject to many of the same risks as Aéropostale,
as well as additional risks inherent with a more fashion driven
concept, including risks of difficulty in merchandising,
uncertainty of customer acceptance, fluctuations in fashion
trends and customer tastes, as well as the attendant mark-down
risks. Risks inherent in any new concept are particularly acute
with respect to JimmyZ because this is the first
significant new venture by us, and the nature of the
JimmyZ business differs in certain respects from that of
our core Aéropostale business. There can be no assurance
that the JimmyZ stores will achieve sales and
profitability levels justifying our investments in this
business. If those sales levels are not achieved we may be
forced to recognize impairments in the carrying value of our
investments, which would have a negative impact on our results
of operations.
Our net sales and inventory levels fluctuate on a seasonal
basis.
Our net sales and net income are disproportionately higher from
August through January each year due to increased sales from
back-to-school
and holiday shopping. Sales during this period cannot be used as
an accurate indicator for our annual results. Our net sales and
net income from February through July are typically lower due
to, in part, the traditional retail slowdown immediately
following the winter holiday season. Any significant decrease in
sales during the
back-to-school
and winter holiday seasons would have a material adverse effect
on our financial condition and results of operations. In
addition, in order to prepare for the
back-to-school
and holiday shopping seasons, we must order and keep in stock
significantly more merchandise than we would carry during other
parts of the year. Any unanticipated decrease in demand for our
products during these peak shopping seasons could require us to
sell excess inventory at a substantial markdown, which could
reduce our net sales and gross margins and negatively impact our
profitability.
A downturn in the United States economy may affect consumer
spending habits.
Consumer purchases of discretionary items and retail products,
including the Companys products, may decline during
recessionary periods and also may decline at other times when
disposable income is lower. A downturn in the economy may
adversely affect our sales.
Our ability to attract customers to our stores depends
heavily on the success of the shopping malls in which we are
located.
In order to generate customer traffic, we must locate our stores
in prominent locations within successful shopping malls. We
cannot control the development of new shopping malls, the
availability or cost of appropriate locations within existing or
new shopping malls, or the success of individual shopping malls.
A significant decrease in shopping mall traffic would have a
material adverse effect on our results of operations.
We rely on a single distribution center.
We maintain one distribution center to receive, store and
distribute merchandise to all of our stores. Any significant
interruption in the operation of the distribution center due to
natural disasters, accidents, system failures or other
unforeseen causes could have a material adverse effect on the
Companys financial condition and results.
We rely on a third party to manage our distribution
center.
The efficient operation of our stores is dependent on our
ability to distribute, in a timely manner, merchandise to our
store locations throughout the United States. An independent
third party operates our distribution and warehouse facility. We
depend on this third party to receive, sort, pack and distribute
substantially all of our merchandise. This third party employs
personnel represented by a labor union. Although there have been
no work
21
stoppages or disruptions since the inception of our relationship
with this third party provider beginning in 1991, there can be
no assurance that work stoppages or disruptions will not occur
in the future. We also use a separate third party transportation
company to deliver our merchandise from our warehouse to our
stores. Any failure by either of these third parties to respond
adequately to our warehousing and distribution needs would
disrupt our operations and negatively impact our profitability.
We rely on a third party to manage the warehousing and order
fulfillment for our
E-Commerce
business.
We rely on one third party, GSI Commerce, pursuant to an
E-Commerce
Agreement, to warehouse all of the inventory sold through our
e-commerce
website, as well as to fulfill all of our
e-commerce
sales to our customers. Any significant interruption in the
operations of GSI Commerce, of which we have no control, would
have a material adverse effect on our
e-commerce
business.
Failure to protect our trademarks adequately could negatively
impact our brand image and limit our ability to penetrate new
markets.
We believe that our key trademarks
AÉROPOSTALE®
and, to a lesser extent,
AERO®
are integral to our logo-driven design strategy. We have
obtained a federal registration of the
AÉROPOSTALE®
trademark in the United States and have applied for or obtained
registrations in most foreign countries in which our vendors are
located. We use the AERO mark in many constantly changing
designs and logos even though we have not applied to register
every variation or combination thereof for adult clothing. We
also believe that the newly obtained JIMMYZ and Woody Car
Design marks are an important part of our growth strategy and
expansion of our business. We have acquired federal
registrations in the United States and in Canada and have
expanded the scope of our filings in the United States Patent
and Trademark Office for a greater number of apparel and
accessory categories. There can be no assurance that the
registrations we own and have obtained will prevent the
imitation of our products or infringement of our intellectual
property rights by others. If any third party imitates our
products in a manner that projects lesser quality or carries a
negative connotation, our brand image could be materially
adversely affected. Because we have not registered the AERO mark
in all forms and categories and have not registered the
AÉROPOSTALE, JIMMYZ and Woody
Car Design marks in all categories or in all foreign countries
in which we now or may in the future source or offer our
merchandise, international expansion and our merchandising of
non-apparel products using these marks could be limited.
In addition, there can be no assurance that others will not try
to block the manufacture, export or sale of our products as
violation of their trademarks or other proprietary rights. Other
entities may have rights to trademarks that contain the word
AERO or may have registered similar or competing
marks for apparel and accessories in foreign countries in which
our vendors are located. Our applications for international
registration of the
AÉROPOSTALE®
mark have been rejected in several countries in which our
products are manufactured because third parties have already
registered the mark for clothing in those countries. There may
also be other prior registrations in other foreign countries of
which we are not aware. In addition, we do not own the
JimmyZ brand outside of the United States and Canada.
Accordingly, it may be possible, in those few foreign countries
where we were not been able to register the
AÉROPOSTALE®
mark, or in the countries where the JimmyZ brand is owned
by a third party, for a third party owner of the national
trademark registration for AÉROPOSTALE,
JIMMYZ or the Woody Car Design to enjoin the
manufacture, sale or exportation of Aéropostale or
JimmyZ branded goods to the United States. If we were
unable to reach a licensing arrangement with these parties, our
vendors may be unable to manufacture our products in those
countries. Our inability to register our trademarks or purchase
or license the right to use our trademarks or logos in these
jurisdictions could limit our ability to obtain supplies from or
manufacture in less costly markets or penetrate new markets
should our business plan change to include selling our
merchandise in those jurisdictions outside the United States.
The effects of war or acts of terrorism could have a material
adverse effect on our operating results and financial
condition.
The continued threat of terrorism, heightened security measures
and military action in response to an act of terrorism has
disrupted commerce and has intensified the uncertainty of the
U.S. economy. Any further acts of terrorism or a future war
may disrupt commerce and undermine consumer confidence, which
could negatively impact our sales revenue by causing consumer
spending
and/or mall
traffic to decline. Furthermore, an act of
22
terrorism or war, or the threat thereof, could negatively impact
our business by interfering with our ability to obtain
merchandise from foreign vendors. Inability to obtain
merchandise from our foreign vendors or substitute other
vendors, at similar costs and in a timely manner, could
adversely affect our operating results and financial condition.
|
|
Item 2
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
Our Board of Directors has authorized a share repurchase program
of our outstanding common stock in the amount of
$250.0 million. Our purchases of treasury stock for the
second quarter ended July 29, 2006 pursuant to the share
repurchase program, and remaining repurchase availability at
that date, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of
|
|
|
Approximate Dollar
|
|
|
|
Total
|
|
|
|
|
|
Shares Purchased
|
|
|
Value of Shares
|
|
|
|
Number of
|
|
|
|
|
|
as Part of
|
|
|
that May Yet Be
|
|
|
|
Shares (or
|
|
|
Average
|
|
|
Publicly
|
|
|
Purchased Under
|
|
|
|
Units)
|
|
|
Price Paid
|
|
|
Announced Plans
|
|
|
the Plans or
|
|
Period
|
|
Purchased
|
|
|
per Share
|
|
|
or Programs
|
|
|
Programs
|
|
|
|
(In Thousands)
|
|
|
May 2006
|
|
|
120,000
|
|
|
$
|
25.19
|
|
|
|
120,000
|
|
|
$
|
136,508
|
|
June 2006
|
|
|
1,606,400
|
|
|
$
|
25.93
|
|
|
|
1,606,000
|
|
|
$
|
94,863
|
|
July 2006
|
|
|
25,000
|
|
|
$
|
27.94
|
|
|
|
25,000
|
|
|
$
|
94,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,751,400
|
|
|
$
|
25.90
|
|
|
|
1,751,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 3.
|
Defaults
Upon Senior Securities
|
Not applicable.
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
(a) In accordance with the Companys Notice of Annual
Meeting and Proxy statement dated May 12, 2006, the Company
held its Annual Meeting of Stockholders on June 14, 2006.
Holders of 52,229,488 shares of the Companys common
stock were present in person or by proxy representing
approximately 96% of the Companys 54,518,577 shares
outstanding on the record date. The matters set forth in the
paragraphs below were submitted to a vote of the Companys
stockholders.
(b) The following persons were elected as members of the
Board of Directors to serve a term of one year and until their
successors shall have been duly elected and qualified:
|
|
|
|
|
|
|
|
|
Name of Nominee
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Julian R. Geiger
|
|
|
51,166,927
|
|
|
|
1,062,561
|
|
Bodil Arlander
|
|
|
52,082,617
|
|
|
|
146,871
|
|
Ronald R. Beegle
|
|
|
52,084,602
|
|
|
|
144,886
|
|
Mary Elizabeth Burton
|
|
|
51,580,491
|
|
|
|
648,997
|
|
Robert B. Chavez
|
|
|
51,845,331
|
|
|
|
384,157
|
|
David H. Edwab
|
|
|
52,082,927
|
|
|
|
146,561
|
|
Karin Hirtler-Garvey
|
|
|
52,083,450
|
|
|
|
146,038
|
|
John D. Howard
|
|
|
25,557,533
|
|
|
|
26,671,955
|
|
David B. Vermylen
|
|
|
51,846,027
|
|
|
|
383,461
|
|
At the Companys Board of Directors meeting held on
August 14, 2006, the Companys Board of Directors,
upon recommendation of the Nominating and Corporate Governance
Committee of the Board, unanimously approved a Board member
meeting attendance policy requiring all Board members to attend
at least 75% of all Board and Committee meetings during the
fiscal year, as well as establishing a minimum vote receipt
policy regarding the Companys Annual Meeting which
requires Board members standing for election to receive more
votes cast in favor of their election than withheld. In the
event either of these policies are not met, then the Company and
the Board may take action. This policy is published on the
Companys website, www.aeropostale.com.
23
(c) The proposal to approve amended and restated 1998 stock
option plan, which was approved and recommended by the
Companys Audit Committee of the Board of Directors, was
approved by a majority of the shares voted as follows:
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
|
45,226,752
|
|
|
|
1,057,155
|
|
|
|
16,757
|
|
(d) The proposal to approve amended and restated 2002
long-term incentive plan, which was approved and recommended by
the Companys Audit Committee of the Board of Directors,
was approved by a majority of the shares voted as follows:
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
|
44,575,360
|
|
|
|
1,706,806
|
|
|
|
18,498
|
|
(e) The proposal to ratify Deloitte & Touche LLP
as the companys independent registered public accounting
firm for 2006, which was approved and recommended by the
Companys Audit Committee of the Board of Directors, was
approved by a majority of the shares voted as follows:
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
|
51,162,310
|
|
|
|
939,155
|
|
|
|
128,022
|
|
|
|
Item 5.
|
Other
Information
|
Not applicable.
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
3
|
.1
|
|
Form of Amended and Restated
Certificate of Incorporation.
|
|
3
|
.2
|
|
Form of Amended and Restated
By-Laws.
|
|
4
|
.1
|
|
Specimen Common Stock
Certificate.
|
|
4
|
.2
|
|
Stockholders Agreement,
dated as of August 3, 1998, by and among MSS-Delaware,
Inc., MSS Acquisition Corp. II, Federated Specialty Stores,
Inc., Julian R. Geiger, David R. Geltzer and John S. Mills.
|
|
10
|
.1
|
|
Aéropostale, Inc. 1998 Stock
Option Plan.
|
|
10
|
.2
|
|
Aéropostale, Inc. 2002
Long-Term Incentive Plan.
|
|
10
|
.3
|
|
Management Services Agreement,
dated as of July 31, 1998, between MSS-Delaware, Inc. and
MSS Acquisition Corp. II.
|
|
10
|
.4
|
|
Loan and Security Agreement, dated
July 31, 1998 between Bank Boston Retail Finance Inc., as
agent for the lenders party thereto (the Lenders),
the Lenders and MSS-Delaware, Inc.
|
|
10
|
.5
|
|
First Amendment to Loan and
Security Agreement, dated November 8, 1999, by and between
Bank Boston Retail Finance Inc., as agent for the Lenders, the
Lenders and MSS-Delaware, Inc.
|
|
10
|
.6
|
|
Second Amendment to Loan and
Security Agreement, dated May 2, 2002, by and between Fleet
Retail Finance Inc. (f/k/a Bank Boston Retail Finance), as agent
for the Lenders, the Lenders and Aéropostale, Inc. (f/k/a
MSS-Delaware, Inc.).
|
|
10
|
.7
|
|
Third Amendment to Loan and
Security Agreement, dated June 13, 2001, by and between
Fleet Retail Finance Inc. (f/k/a Bank Boston Retail Finance), as
agent for the Lenders, the Lenders and Aéropostale, Inc.
(f/k/a MSS-Delaware, Inc.).
|
|
10
|
.8
|
|
Fourth Amendment to Loan and
Security Agreement, dated February 2, 2002, by and between
Fleet Retail Finance Inc. (f/k/a Bank Boston Retail Finance), as
agent for the Lenders, the Lenders and Aéropostale, Inc.
(f/k/a MSS-Delaware, Inc.).
|
|
10
|
.9
|
|
Sublease Agreement, dated
February 5, 2002, between the United States Postal Services
and Aéropostale, Inc.
|
|
10
|
.10
|
|
Merchandise Servicing Agreement,
dated April 1, 2002, between American Distribution, Inc.
and Aeropostale, Inc.
|
|
10
|
.11
|
|
Interim Merchandise Servicing
Agreement, dated as of February 11, 2002, by and between
American Consolidation Inc. and Aéropostale, Inc.
|
24
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
10
|
.12
|
|
Sourcing Agreement, dated
July 22, 2002, by and among Federated Department Stores,
Inc., Specialty Acquisition Corporation and Aéropostale,
Inc.
|
|
10
|
.13
|
|
Fifth Amendment to Loan and
Security Agreement, dated April 15, 2002, by and between
Fleet Retail Finance Inc. (f/k/a Bank Boston Retail Finance), as
agent for the Lenders, the Lenders and Aéropostale, Inc.
(f/k/a MSS-Delaware, Inc.).
|
|
10
|
.14
|
|
Amendment No. 1 to
Stockholders Agreement, dated April 23, 2002, by and
among Aéropostale, Inc., Bear Stearns MB
1998-1999
Pre-Fund, LLC and Julian R. Geiger.
|
|
10
|
.15
|
|
Employment Agreement, dated as of
February 1, 2002, between Aéropostale, Inc. and Julian
R. Geiger.
|
|
10
|
.16
|
|
Employment Agreement, dated
February 1, 2002, between Aéropostale, Inc. and
Christopher L. Finazzo.
|
|
10
|
.17
|
|
Employment Agreement, dated
February 1, 2002, between Aéropostale, Inc. and John
S. Mills.
|
|
10
|
.18
|
|
Fifth Amendment to Loan and
Security Agreement, dated October 7, 2003, by and between
Fleet Retail Finance Inc. (f/k/a Bank Boston Retail Finance), as
agent for the Lenders, the Lenders and Aéropostale, Inc.
(f/k/a MSS-Delaware, Inc).
|
|
10
|
.19
|
|
Employment Agreement, dated as of
February 1, 2004, between Aéropostale, Inc. and Julian
R. Geiger.
|
|
10
|
.20
|
|
Employment Agreement, dated as of
February 1, 2004, between Aéropostale, Inc. and
Christopher L. Finazzo.
|
|
10
|
.21
|
|
Employment Agreement, dated as of
February 1, 2004, between Aéropostale, Inc. and John
S. Mills.
|
|
10
|
.22
|
|
Employment Agreement, dated as of
February 1, 2004, between Aéropostale, Inc. and
Michael J. Cunningham.
|
|
10
|
.23
|
|
Employment Agreement, dated as of
February 1, 2004, between Aéropostale, Inc. and Thomas
P. Johnson.
|
|
10
|
.24
|
|
Employment Agreement, dated as of
February 1, 2004, between Aéropostale, Inc. and
Olivera Lazic-Zangas.
|
|
10
|
.25
|
|
Amendment No. 1, dated as of
April 11, 2005, to Employment Agreement, dated as of
February 1, 2004, between Aéropostale, Inc. and Julian
R. Geiger.
|
|
31
|
.1
|
|
Certification by Julian R. Geiger,
Chairman and Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
31
|
.2
|
|
Certification by Michael J.
Cunningham, Executive Vice President and Chief Financial
Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.*
|
|
32
|
.1
|
|
Certification by Julian R. Geiger
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
32
|
.2
|
|
Certification by Michael J.
Cunningham pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.*
|
|
|
|
* |
|
Filed herewith. |
|
|
|
Incorporated by reference to the Registration Statement on
Form S-1,
originally filed by Aéropostale, Inc. on March 8, 2002
(Registration No. 333-84056). |
|
|
|
Incorporated by reference to the Registrants Annual Report
on 10-K, for
the fiscal year ended February 1, 2003 (File
No. 001-31314). |
|
|
|
Incorporated by reference to the Registrants Quarterly
Report on Form
10-Q, for
the quarterly period ended November 1, 2003 (File No.
001-31314). |
|
|
|
Incorporated by reference to the Registrants Annual Report
on
Form 10-K,
for the fiscal year ended January 31, 2004 (File
No. 001-31314). |
|
|
|
Incorporated by reference to the Registrants Annual Report
on
Form 10-K,
for the fiscal year ended January 28, 2005 (File
No. 001-31314). |
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Aeropostale, Inc.
Julian R. Geiger
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
/s/ Michael
J. Cunningham
Michael J. Cunningham
Executive Vice President Chief Financial
Officer
(Principal Financial Officer)
Dated: August 31, 2006
26