AMERICAN EAGLE OUTFITTERS INC
10-Q/A, 1998-06-15
FAMILY CLOTHING STORES
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                AMENDMENT NO. 1
    

                                    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 2, 1998

                                       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: 0-23760

                         AMERICAN EAGLE OUTFITTERS, INC.
             (Exact name of registrant as specified in its charter)

             OHIO                                              NO. 25-1724320
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

  150 THORN HILL DRIVE, WARRENDALE, PA                           15086-7528
(Address of principal executive offices)                          (Zipcode)

                                 (724) 776-4857
              (Registrant's 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   X     No
      -----      -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

COMMON STOCK, NO PAR VALUE, 23,016,742 SHARES OUTSTANDING AS OF MAY 21, 1998
<PAGE>   2
   
<TABLE>
                             AMERICAN EAGLE OUTFITTERS, INC.
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                               INCREASE (DECREASE) IN CASH
                                      (In thousands)
                                       (Unaudited)
<CAPTION>
                                                                 Three Months Ended

                                                               May 2,           May 3,
                                                                1998             1997
                                                                ----             ----
<S>                                                           <C>              <C>      
Net income (loss)                                             $  5,805         $ (3,619)
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH
PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
   Depreciation and amortization                                 1,975            1,669
   Loss on impairment and write-off of fixed assets                675              401
   Restricted stock compensation                                 1,514              262
   Deferred income taxes                                        (2,427)             (45)
CHANGES IN ASSETS AND LIABILITIES:
   Merchandise inventory                                        (5,088)          (8,369)
   Accounts and note receivable                                  1,440            1,782
   Prepaid expenses and other                                     (778)            (523)
   Accounts payable                                               (356)          (2,066)
   Accrued liabilities                                          (1,964)          (5,725)
                                                              --------         --------
      Total adjustments                                         (5,009)         (12,614)
                                                              --------         --------
Net cash provided by (used for) operating activities               796          (16,233)
                                                              --------         --------
INVESTING ACTIVITIES:
Capital expenditures                                            (5,558)          (3,845)
                                                              --------         --------

Net cash used for investing activities                          (5,558)          (3,845)
                                                              --------         --------
FINANCING ACTIVITIES:
Net proceeds from stock options exercised                          677               13
                                                              --------         --------
Net cash provided by financing activities                          677               13
                                                              --------         --------
Net decrease in cash                                            (4,085)         (20,065)
Cash - beginning of period                                      48,359           34,326
                                                              --------         --------
Cash - end of period                                          $ 44,274         $ 14,261
                                                              ========         ========
</TABLE>

                 See Notes to Consolidated Financial Statements
    

                                                                               5
<PAGE>   3
                                   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.

Dated June 15, 1998


                                             American Eagle Outfitters, Inc.
                                             (Registrant)

                                             /s/ Laura A. Weil
                                             ------------------------------
                                             Laura A. Weil
                                             Executive Vice President and
                                             Chief Financial Officer


                                             /s/ Dale E. Clifton
                                             ------------------------------
                                             Dale E. Clifton
                                             Vice President, Controller and
                                             Chief Accounting Officer
    

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