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