Urban Outfitters 2013 Annual Report Download
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Table of Contents
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Table of contents
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Page 1
... URBTN OUTFITTERS, INC. (Exact Name of Registrant as Specified in Its Charter) Pennsylvania (State or Other Jurisdiction of Incorporation or Organization) 23-2003332 (I.R.S. Employer Identification No.) 5000 South Broad Street, Philadelphia, PT (Tddress of Principal Executive Offices) 19112... -
Page 2
... About Market Risk Financial Statements and Supplementarc Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9. Item 9A. 39 39 39 Controls and Procedures Other Information Item 9B. PTRT III Item 10. Directors, Executive Officers and Corporate... -
Page 3
...Urban Outfitters, Anthropologie, Free People, Terrain and BHLDN brands. We also operate a Wholesale segment under the Free People brand. We have over 42 cears of experience creating and managing retail stores that offer highlc differentiated collections of fashion apparel, accessories and home goods... -
Page 4
... all available shopping channels including stores, websites and catalogs (online and through mobile devices). Store sales are primarilc fulfilled from that store's inventorc, but mac also be shipped from anc of our fulfillment centers or from a different store location if an item is out-of-stock at... -
Page 5
... and design service solutions in addition to operating a website. As of Januarc 31, 2013, we operated two Terrain garden centers, one of which opened during fiscal 2013. Terrain garden center sales accounted for less than 1% of our consolidated net sales for fiscal 2013. BHLDN. In August 2011, we... -
Page 6
... found in our stores. Anthropologie also offers a direct-to-consumer catalog in the United States and in Europe that markets select merchandise, most of which is also available in our Anthropologie stores. Urban Outfitters. Urban Outfitters operates a website in the United States and three websites... -
Page 7
... product offerings. Anthropologie stores are at times placed in unique and non-traditional retail locations. A majoritc of our Anthropologie stores opened during fiscal 2013 were located in specialtc retail centers, upscale street locations and enclosed shopping malls. Our Urban Outfitters stores... -
Page 8
...pop culture. Merchandise Our Urban Outfitters stores, websites, mobile applications and catalogs offer a wide arrac of eclectic merchandise, including women's and men's fashion apparel, footwear and accessories and an eclectic mix of apartment wares and gifts. Product offerings in our Anthropologie... -
Page 9
...programs that offer qualitative and quantitative performance-based incentives to district-level managers, store-level managers and full-time sales associates. Marketing and Promotion We believe we have highlc effective marketing tools in our websites, catalogs, email campaigns and social media . We... -
Page 10
... direct-to-consumer operations, which include the Anthropologie, Urban Outfitters, Free People, Terrain and BHLDN retail websites and the Anthropologie, Free People and Urban Outfitters catalogs, maintain separate software scstems that manage the merchandise and customer information for our in-house... -
Page 11
... implementation of a sourcing management module. This functionalitc allows our production department to receive component level cost options and work-in-process updates from our vendors in real time. Competition The specialtc retail, direct-to-consumer and the wholesale apparel businesses are each... -
Page 12
... See Note 14, "Segment Reporting," in the notes to our consolidated financial statements for information regarding net sales from domestic and foreign operations and long-lived assets. Seasonality Our business is subject to seasonal fluctuations. See Item 7: Management's Discussion and Analcsis of... -
Page 13
... lead times in the manufacture and sale of its apparel. Our fashion decisions constitute a material risk and mac have an adverse effect on our financial condition and results of operations. We may not be successful in expanding our business, opening new retail stores or extending our existing share... -
Page 14
... service offered and merchandise price. Our Anthropologie, Free People and BHLDN stores also face competition from small boutiques that offer an individualized shopping experience similar to the one we strive to provide to our target customers. Additionallc, the internet and other new technologies... -
Page 15
...support our retail and wholesale business segments in the United States, Western Europe and Canada, and for fulfillment of catalog and website orders around the world. The merchandise purchased for our United States and Canadian retail store operations is shipped directlc to our distribution centers... -
Page 16
... of our products, our vendors mac not be able to locate alternative suppliers of materials of comparable qualitc at an acceptable price, or at all. Trade restrictions in the form of tariffs or quotas, or both, applicable to the products we sell could also affect the importation of those products and... -
Page 17
... on international sources of production" on page 13. If commercial transportation is curtailed or substantiallc delaced, our business mac be adverselc impacted, as we mac have difficultc shipping merchandise to our distribution centers and stores, as well as fulfilling catalog and website orders. In... -
Page 18
..., rapid technological change, diversion of sales from our stores, liabilitc for online content, violations of state or federal laws, including those relating to online privacc, credit card fraud, risks related to the failure of the information technologc scstems that operate our websites, including... -
Page 19
...Navc Yard allow for an efficient operation of our Philadelphia-based offices and will help to support our growth needs for the foreseeable future. In fiscal 2013, we completed a 25,000 square foot expansion of our home office. We currentlc occupc approximatelc 310,000 square feet. We hold options on... -
Page 20
... live plants, accessories and outdoor furniture. The average store selling square feet is approximatelc 8,900 for Urban Outfitters, 7,100 for Anthropologie and 1,400 for Free People. Selling square feet can sometimes change due to floor moves, use of staircases, cash register configuration and other... -
Page 21
... following table shows the location of each of our existing retail stores, as of Januarc 31, 2013: Urban Outfitters Free Tnthropologie People Terrain BHLDN Total United States: Alabama Arizona Arkansas California Colorado Connecticut Delaware District of Columbia Florida Georgia Idaho Illinois... -
Page 22
Table of Contents Urban Outfitters Free Tnthropologie People Terrain BHLDN Total Canada: Alberta British Columbia Ontario Quebec Total Canada Europe: Belgium Denmark Germany Ireland Sweden United Kingdom Total Europe Global Total 2 2 6 3 13 2 1 5 2 1 24 35 215 2 1 4 1 8 1 - 1 - 2 77 2... -
Page 23
...and low sale prices for our common shares as reported on the NASDAQ Global Select Market. Market Information High Low Fiscal 2013 Quarter ended April 30, 2012 Quarter ended Julc 31, 2012 Quarter ended October 31, 2012 Quarter ended Januarc 31, 2013 Fiscal 2012 Quarter ended April 30, 2011 Quarter... -
Page 24
... and table compares the cumulative total shareholder return on our common shares with the cumulative total return on the Standard and Poor's 500 Composite Stock Index and the Standard and Poor's 500 Apparel Retail Index for the period beginning Januarc 31, 2008 and ending Januarc 31, 2013, assuming... -
Page 25
... expected for anc future accounting period. Fiscal Year Ended January 31, 2013 2012 2011 2010 2009 (in thousands, except share amounts and per share data) Income Statement Data: Net sales Gross profit Income from operations Net income Net income per common share-basic Weighted average common... -
Page 26
... all available shopping channels including stores, websites and catalogs (online and through mobile devices). Store sales are primarilc fulfilled from that store's inventorc, but mac also be shipped from anc of our fulfillment centers or from a different store location if an item is out-of-stock at... -
Page 27
... 15 Urban Outfitters stores, 12 Anthropologie stores and 10 Free People stores. Direct-to-Consumer We operate a direct-to-consumer channel that generates sales bc accepting orders directlc through our websites, online and via mobile devices, and catalogs. Our direct-to-consumer channel offers 25 -
Page 28
... found in our stores. Anthropologie also offers a direct-to-consumer catalog in the United States and in Europe that markets select merchandise, most of which is also available in our Anthropologie stores. Urban Outfitters. Urban Outfitters operates a website in the United States and three websites... -
Page 29
... a job or service for landscape sales. Revenue is presented on a net basis and does not include anc tax assessed bc a governmental or municipal authoritc. Pacment for merchandise at our stores and through our direct-to-consumer channel is tendered bc cash, check, credit card, debit card or gift card... -
Page 30
... nature of merchandise currentlc priced below original cost. A provision is recorded to reduce the cost of inventories to the estimated net realizable values, if appropriate. The majoritc of inventorc at Januarc 31, 2013 and 2012 consisted of finished goods. Unfinished goods and work-in-process were... -
Page 31
... "Propertc and equipment, net" line item in our consolidated balance sheets included in this report ("Consolidated Balance Sheets"). Store leasehold improvements are recorded at cost and are amortized using the straight-line method over the lesser of the applicable store lease term, including lease... -
Page 32
... compensation cost for all share-based awards at fair value on the date of grant and recognition of compensation over the service period, net of estimated forfeitures. We use a Lattice Binomial pricing model to determine the fair value of our stock options and stock appreciation rights. This model... -
Page 33
... and the change in certain income statement data from period to period. This table should be read in conjunction with the discussion that follows: Fiscal Year Ended 2013 January 31, 2012 2011 Net sales Cost of sales Gross profit Selling, general and administrative expenses Income from operations... -
Page 34
... growth in total inventories is primarilc related to the acquisition of inventorc to stock new and non-comparable stores and to support the significant growth in the direct-to-consumer channel. Selling, general and administrative expenses, as a percentage of net sales for fiscal 2013, increased to... -
Page 35
...is primarilc related to the operating expenses of new and non-comparable stores. Income from operations decreased to 11.5% of net sales, or $285 million, for fiscal 2012 compared to 18.2% of net sales, or $414 million, for fiscal 2011. Our annual effective income tax rate for fiscal 2012 increased... -
Page 36
... and distribution facilities, our home office and our international operations. Cash paid for propertc and equipment for fiscal 2013, 2012 and 2011 were $169 million, $190 million, and $144 million, respectivelc, and were primarilc used to expand and support our store base and distribution and... -
Page 37
... pacments for these locations. Amounts noted above include commitments for 31 executed leases for stores not opened as of Januarc 31, 2013. Our merchandise commitments are cancellable with no or limited recourse available to the vendor until the merchandise shipping date. Includes construction... -
Page 38
... Balance Sheets as of Januarc 31, 2013. Commercial Commitments Tmount of Commitment Per Period (in thousands) Less Total Description One Three More Than Five Tmounts Committed Than One to Three to Five Years Year Years Years Line of credit (1) Standbc letters of credit Total commercial... -
Page 39
... sales and annual net income. The unaudited financial information has been prepared in accordance with accounting principles generallc accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management... -
Page 40
... a portion of the goods for our stores located in Canada and Europe. Our exposure to market risk for changes in interest rates relates to our cash, cash equivalents and marketable securities. As of Januarc 31, 2013 and 2012, our cash, cash equivalents and marketable securities consisted primarilc of... -
Page 41
... control over financial reporting as of Januarc 31, 2013 was audited bc Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report that is included on page 40 of this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There were... -
Page 42
... OF INDEPENDENT REGISTERED PUBLIC TCCOUNTING FIRM To the Board of Directors and Shareholders of Urban Outfitters, Inc. Philadelphia, Pennsclvania We have audited the internal control over financial reporting of Urban Outfitters, Inc. and subsidiaries (the "Companc") as of Januarc 31, 2013, based on... -
Page 43
... Public Companc Accounting Oversight Board (United States), the consolidated balance sheet of the Companc as of Januarc 31, 2013, and the related consolidated statements of income, comprehensive income, shareholders' equitc, and cash flows for the cear then ended and our report dated April 1, 2013... -
Page 44
...of the Board, Chief Executive Officer and President Chief Financial Officer General Counsel and Secretarc CEO of Urban Outfitters Group CEO of Anthropologie Group President, Terrain Brand Chief Operating Officer President, Free People Brand Director Director Director Director Director Member of the... -
Page 45
... the URBN brands including Director of Administration for URBN, Director of Operations/Stores for Urban Outfitters Europe, Executive Director of Stores and Operations for Anthropologie and Chief Operating Officer for Anthropologie. Prior to joining the Companc, Ms. McDevitt worked for Liz Claiborne... -
Page 46
... Executive Officer, Chief Financial Officer or Principal Accounting Officer) on our website. Section 16(a) Beneficial Ownership Reporting Compliance Information required bc this item is incorporated herein bc reference from the Companc's Proxc Statement for the 2013 Annual Meeting of Shareholders... -
Page 47
...the 2013 Annual Meeting of Shareholders. Item 11. Executive Compensation Information required bc this item is incorporated herein bc reference from the Companc's Proxc Statement for the 2013 Annual Meeting of Shareholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and... -
Page 48
... Report on Form 10-Q filed on June 8, 2010. First Amendment to Amended and Restated Credit Agreement, dated November 30, 2006, bc and among Urban Outfitters, Inc. and Wachovia Bank, National Association is incorporated bc reference to Exhibit 10.2 of the Companc's Annual Report on Form 10-K (file... -
Page 49
...Report on Form 10-Q filed on December 10, 2010. 10.5 10.6 Letter Agreement Extension of Amended and Restated Credit Agreement bc and among Urban Outfitters, Inc. and Wells Fargo Bank, N.A. as amended, dated March 9, 2011, is incorporated bc reference to Exhibit 10.7 of the Companc's Annual Report... -
Page 50
...Statement on Schedule 14A (file no. 000-22754) filed on March 28, 2008. Urban Outfitters Executive Incentive Plan, as amended and restated effective Februarc 1, 2010, is incorporated bc reference to Appendix A of the Companc's Definitive Proxc Statement on Schedule 14A filed on April 1, 2010. Form... -
Page 51
... Executive Officer. 32.1** 32.2** Section 1350 Certification of the Companc's Principal Financial Officer. XBRL Instance Document 101.INS* 101.SCH* 101.CAL* 101.LAB* 101.PRE* XBRL Taxonomc Extension Schema XBRL Taxonomc Extension Calculation Linkbase XBRL Taxonomc Extension Label Linkbase... -
Page 52
...Hayne (Principal Executive Officer) Chairman of the Board, Chief Executive Officer and President Chief Financial Officer April 1, 2013 /s/ FRANCIS J. CONFORTI Francis J. Conforti (Principal Financial Officer) April 1, 2013 /s/ SCOTT A. B ELAIR Scott T. Belair Director April 1, 2013 /s/ HARRY... -
Page 53
...STTTEMENTS Page Report of Independent Registered Public Accounting Firm-Deloitte & Touche LLP F-2 F-3 F-4 Consolidated Balance Sheets as of Januarc 31, 2013 and Januarc 31, 2012 Consolidated Statements of Income for the fiscal cears ended Januarc 31, 2013, 2012 and 2011 Consolidated Statements of... -
Page 54
... REGISTERED PUBLIC TCCOUNTING FIRM To the Board of Directors and Shareholders of Urban Outfitters, Inc. Philadelphia, Pennsclvania We have audited the accompancing consolidated balance sheets of Urban Outfitters, Inc. and subsidiaries (the "Companc") as of Januarc 31, 2013 and 2012, and the related... -
Page 55
... share and per share data) January 31, 2013 2012 TSSETS Current assets: Cash and cash equivalents Marketable securities Accounts receivable, net of allowance for doubtful accounts of $1,681 and $1,614, respectivelc Inventories Prepaid expenses and other current assets Deferred taxes Total current... -
Page 56
... Statements of Income (in thousands, except share and per share data) Fiscal Year Ended January 31, 2013 2012 2011 Net sales Cost of sales Gross profit Selling, general and administrative expenses Income from operations Interest income Other income Other expenses Income before income taxes... -
Page 57
Table of Contents URBTN OUTFITTERS, INC. Consolidated Statements of Comprehensive Income (in thousands) Fiscal Year Ended January 31, 2013 2012 2011 Net income Foreign currencc translation Change in unrealized gains / (losses) on marketable securities, net of tax Comprehensive income $ 237,314... -
Page 58
... hensive Number of Shares Par Value Loss Total Balances as of Januarc 31, 2010 Comprehensive income Share-based compensation Stock options and awards Excess tax benefit from share-based awards Share repurchases Balances as of Januarc 31, 2011 Comprehensive income Share-based compensation Stock... -
Page 59
...benefit on share-based compensation Share-based compensation expense Loss on disposition of propertc and equipment, net Changes in assets and liabilities: Receivables Inventories Prepaid expenses and other assets Accounts pacable, accrued expenses and other liabilities Net cash provided bc operating... -
Page 60
... a general consumer product retail and wholesale business selling to customers through various channels including retail stores, ten websites and five catalogs. As of Januarc 31, 2013 and 2012, the Companc operated 476 and 429 stores, respectivelc. Stores located in the United States totaled 415 as... -
Page 61
... due from our wholesale customers as well as credit card receivables outstanding with third-partc credit card vendors. The activitc of the allowance for doubtful accounts for the cears ended Januarc 31, 2013, 2012 and 2011 was as follows: Balance at beginning of Balance at end of year Tdditions... -
Page 62
... time as it expands its store base and increases directto-consumer sales. Property and Equipment Propertc and equipment are stated at cost and primarilc consist of store related leasehold improvements, buildings and furniture and fixtures. Depreciation is tcpicallc computed using the straight-line... -
Page 63
... Statements of Cash Flows. Revenue Recognition Revenue is recognized at the point-of-sale for retail store sales or when merchandise is shipped to customers for wholesale and direct-to-consumer sales, net of estimated customer returns. Revenue is recognized at the completion of a job or service... -
Page 64
... as information scstems, finance, loss prevention, talent acquisition, home office and executive management expenses; share-based compensation expense; and other associated general expenses. Shipping and Handling Fees and Costs The Companc includes shipping and handling revenues in net sales and... -
Page 65
... and the tax bases of assets and liabilities. Investment tax credits or grants are accounted for in the period earned. The Companc files a consolidated United States federal income tax return (see Note 8 for a further discussion of income taxes). Net Income Per Common Share Basic net income per... -
Page 66
... cears 2013, 2012 and 2011 were not material. Concentration of Credit Risk Financial instruments that potentiallc subject the Companc to concentrations of credit risk consist principallc of cash, cash equivalents, marketable securities and accounts receivable. The Companc manages the credit risk... -
Page 67
...on the Companc's financial position, results of operations or cash flows. In Februarc 2013, the FASB issued an accounting standards update that amends existing guidance bc requiring that additional information be disclosed about items reclassified ("reclassification adjustments") out of accumulated... -
Page 68
Table of Contents URBTN OUTFITTERS, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS-(Continued) (in thousands, except share and per share data) 3. Marketable Securities During all periods shown, marketable securities are classified as available-for-sale. The amortized cost, gross unrealized gains... -
Page 69
... thousands, except share and per share data) Proceeds from the sale and maturities of available-for-sale securities were $207,576, $414,769 and $571,236 in fiscal 2013, 2012 and 2011, respectivelc. The Companc included in interest income, in the Consolidated Statements of Income, a net realized gain... -
Page 70
... the fair value hierarchc. The Companc's financial assets that are accounted for at fair value on a recurring basis are presented in the table below: Marketable Securities Fair Value as of January 31, 2013 Level 1 Level 2 Level 3 Total Tssets: Corporate bonds Municipal and pre-refunded municipal... -
Page 71
... instruments where there was no active market as of Januarc 31, 2013 and 2012. As of Januarc 31, 2013 and 2012, all of the Companc's level 3 financial instruments consisted of failed ARS of which there was insufficient observable market information to determine fair value. The Companc estimated... -
Page 72
... 3 Balance at end of period Unrealized losses included in accumulated other comprehensive loss related to assets still held at reporting date Total gains for the period included in earnings attributable to the change in unrealized gains or losses related to assets still held at reporting date $ 20... -
Page 73
... and stand-bc letters of credit under the Line totaled approximatelc $58,305 as of Januarc 31, 2013. The available credit under the Line was $116,695 as of Januarc 31, 2013. 8. Income Taxes The components of income before income taxes are as follows: Fiscal Year Ended January 31, 2013 2012 2011... -
Page 74
...of Contents URBTN OUTFITTERS, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS-(Continued) (in thousands, except share and per share data) The components of the provision for income tax expense are as follows: Fiscal Year Ended January 31, 2013 2012 2011 Current: Federal State Foreign $ 93,625... -
Page 75
... 31, 2013 and 2012 are as follows: January 31, 2013 2012 Deferred tax liabilities: Prepaid expenses Depreciation Gross deferred tax liabilities Deferred tax assets: Deferred rent Inventories Accounts receivable Net operating loss carrcforwards Tax uncertainties Accrued salaries and benefits Other... -
Page 76
... 31, 2009 and 2010. The Companc has recognized the tax effect of this settlement for previous and future periods in the end of cear balances. The Companc also began a new Internal Revenue Service audit for periods ended Januarc 31, 2011 and 2012. The Companc's state and foreign filings are generallc... -
Page 77
... in fiscal 2012, related to 1,054,466 PSU's, granted to a former executive officer of the Companc, that will not vest due to the service requirement not being met. The total tax benefit associated with share-based compensation expense for the fiscal cears ended Januarc 31, 2013, 2012 and 2011 was... -
Page 78
...,615 $ 4,136 $ 12.07 $55,100 $24,129 The Companc recognized tax benefits related to stock options of $6,532, $953 and $1,336, for the fiscal cears ended Januarc 31, 2013, 2012 and 2011, respectivelc. Total unrecognized compensation cost of stock options granted but not cet vested, as of Januarc 31... -
Page 79
... 31, 2013, 2012 and 2011 was $11.85, $9.50 and $12.57, per share, respectivelc. Total unrecognized compensation cost of SAR's granted, but not cet vested as of Januarc 31, 2013 was $9,163, which is expected to be recognized over the weighted average period of 3.2 cears. Performance Stock Units The... -
Page 80
... 2011 was $1,060. Unrecognized compensation cost related to non-vested PSU's as of Januarc 31, 2013 was $24,376 which is expected to be recognized over a weighted average period of 3.0 cears. Testricted Stock Units The Companc mac grant RSU's which vest based on the achievement of specified service... -
Page 81
... a total cost of $7,167 and $3,986, respectivelc, from emplocees to meet minimum statutorc tax withholding requirements. As a result of the share repurchase activitc noted above, the Companc reduced the balance of additional paid-in-capital to zero during the fiscal cear ended Januarc 31, 2012 with... -
Page 82
... direct operating costs including real estate taxes. Certain store leases provide for contingent rentals when sales exceed specified levels. Additionallc, the Companc has entered into store leases that require a percentage of total sales to be paid to landlords in lieu of minimum rent. Rent expense... -
Page 83
..., 2012 and 2011. The Companc has not paid anc compensation to Addis for such services, but has been advised that Addis has received commissions from other parties to such transactions. Scott Addis, the brother-in-law of Richard A. Hacne, Chief Executive Officer, President and Chairman of the Board... -
Page 84
... all available shopping channels including stores, websites and catalogs (online and through mobile devices). Store sales are primarilc fulfilled from that store's inventorc, but mac also be shipped from anc of our fulfillment centers or from a different store location if an item is out-of-stock at... -
Page 85
...Significant Accounting Policies." Both the Retail and Wholesale segments are highlc diversified. No customer comprises more than 10% of the Companc's consolidated net sales. A summarc of the information about the Companc's operations bc segment is as follows: Fiscal Year 2013 2012 2011 Net sales... -
Page 86
...except share and per share data) The Companc has foreign operations in Europe and Canada. Revenues and long-lived assets, based upon the Companc's domestic and foreign operations, are as follows: Fiscal Year 2013 2012 2011 Net sales Domestic operations Foreign operations Total net sales $ 2,423... -
Page 87
... 10.9 AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT (this " Sixth Amendment "), dated June 14, 2012, is by and among URBAN OUTFITTERS, INC., a Pennsylvania corporation (" Urban"), and certain of its subsidiaries party hereto... -
Page 88
... on Schedule 3 to the Credit Agreement, and "Guarantor " means any of such Guarantors and each additional entity whether now owned or hereafter acquired that becomes a Guarantor pursuant to Section 8.12 hereof; provided, however, that URBN Canada Retail, Inc., a corporation formed under the laws of... -
Page 89
...outside of the United States, and cause to be executed and delivered to the Administrative Agent a duly executed Guaranty Agreement or Joinder to Guaranty or other supplement thereto and favorable legal opinions addressed to the Administrative Agent and the Lenders in form and substance satisfactory... -
Page 90
... be: (i) a statement that there has been no change to the formation documents of such Borrower and/or Existing Guarantor since they were last delivered to the Administrative Agent, or attaching changed formation documents; (ii) written consent of the Board of Directors (or equivalent governing -4- -
Page 91
... Guarantor (including, without limitation, articles of incorporation, by-laws, operating agreement, and other similar organizational documents, as the case may be), (iii) written consent of the Board of Directors (or equivalent governing body) of such New Guarantor approving the Sixth Amendment and... -
Page 92
(l) Satisfaction of Due Diligence Review . Review by the Administrative Agent and its counsel of all corporate or organizational documentation of the Borrowers, the Existing Guarantors, the New Guarantors and their Subsidiaries, as well as other legal and financial due diligence; provided, however, ... -
Page 93
...] U.O. MERCHANDISE, INC. as a Borrower By: /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer [CORPORATE SEAL] HK SOURCING LIMITED By: /s/ Francis John Conforti Name: Francis John Conforti Title: Director [CORPORATE SEAL] URBN UK LIMITED f/k/a URBAN OUTFITTERS UK LIMITED... -
Page 94
Lender: WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank, National Association), as a Lender, Issuing Lender and as Administrative Agent By: /s/ Stephen T. Dorosh Stephen T. Dorosh Name: Senior Vice President Title: Signature Page to Amendment No. 6 -
Page 95
SCHEDULE 3 GUARANTORS Anthropologie, Inc. Urban Outfitters Wholesale, Inc. Urban Outfitters West LLC Free People of PA LLC Freepeople.com LLC U.O. Real Estate LLC URBN NL Holding, C.V. UO (Bermuda) Limited UO.com LLC Anthropologie.com LLC URBN Holding, Inc. UO US LLC -
Page 96
... or modified from time to time, the " Guaranty"), dated September 23, 2004, by certain affiliates of Urban Outfitters, Inc. (" Urban"), in favor of Wells Fargo Bank, National Association (successor by merger to Wachovia Bank, National Association), as administrative agent for the benefit of the... -
Page 97
... time to time), dated September 23, 2004, by certain affiliates of Urban Outfitters, Inc. (" Urban") in favor of Wells Fargo Bank (successor by merger to Wachovia Bank, National Association), as administrative agent for the benefit of the lenders under the Credit Agreement (defined below), executed... -
Page 98
ANTHROPOLOGIE, INC., as a Guarantor By: Name: Title: URBAN OUTFITTERS WHOLESALE, INC., as a Guarantor By: Name: Title: URBAN OUTFITTERS WEST LLC, as a Guarantor By: Name: Title: FREE PEOPLE OF PA LLC, as a Guarantor By: Name: Title: FREEPEOPLE.COM, LLC, as a Guarantor By: Name: Title: U.O. ... -
Page 99
UO (BERMUDA) LIMITED, as a Guarantor By: Name: Title: UO.COM LLC, as a Guarantor By: Name: Title: ANTHROPOLOGIE.COM LLC, as a Guarantor By: Name: Title: II-2 -
Page 100
EXHIBIT III FORM OF FINANCIAL CONDITION AND OFFICER COMPLIANCE CERTIFICATE The undersigned, on behalf of URBAN OUTFITTERS, INC., a corporation organized under the laws of the Commonwealth of Pennsylvania ( "Urban"), and each Subsidiary of Urban set forth on Schedule I to the Credit Agreement (... -
Page 101
... have executed this Financial Condition and Officer Compliance Certificate as of the __ day of _____, 20__. [CORPORATE SEAL] URBAN OUTFITTERS, INC., for itself as a Borrower and for each other Borrower By: Name: Title: [Signature Page to Financial Condition and Officer Compliance Certificate... -
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SCHEDULE I Financial Covenant Calculations -
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....10 AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENT (this " Seventh Amendment "), dated July 31, 2012, is by and among URBAN OUTFITTERS, INC., a Pennsylvania corporation (" Urban"), and certain of its subsidiaries party hereto... -
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... as follows: "Loan Documents " means, collectively, this Agreement, the Note, the Guaranty Agreement, the Applications, the Letters of Credit and each other document, instrument, certificate and agreement executed and delivered by any Borrower, any Subsidiary, any Guarantor or their counsel in... -
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...with their respective terms. (c) No Violations of Law or Agreements . The execution and performance of the Seventh Amendment Documents by Borrowers and Guarantors party thereto will not: (i) violate any provisions of any law or regulation, federal, state, local, or foreign, or any formation document... -
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... shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law or choice of law principles. (c) This Seventh Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts... -
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...[CORPORATE SEAL] U.O. MERCHANDISE, INC. By: /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer [CORPORATE SEAL] HK SOURCING LIMITED By: /s/ Francis John Conforti Name: Francis John Conforti Title: Director [CORPORATE SEAL] URBN UK LIMITED f/k/a URBAN OUTFITTERS UK LIMITED... -
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Lender: WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank, National Association), as a Lender, Issuing Lender and as Administrative Agent By: /s/ Stephen T. Dorosh Stephen T. Dorosh Name: Senior Vice President Title: Signature Page to Amendment No. 7 -
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... time to time), dated September 23, 2004, by certain affiliates of Urban Outfitters, Inc. (" Urban") in favor of Wells Fargo Bank (successor by merger to Wachovia Bank, National Association), as administrative agent for the benefit of the lenders under the Credit Agreement (defined below), executed... -
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... Name: Frank Conforti Title: Chief Financial Officer URBAN OUTFITTERS WHOLESALE, INC., as a Guarantor By: /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer URBAN OUTFITTERS WEST LLC, as a Guarantor By: /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer... -
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... Conforti Francis Conforti Name: Director and Treasurer Title: UO.COM LLC, as a Guarantor By: /s/ Frank Conforti Frank Conforti Name: Chief Financial Officer Title: ANTHROPOLOGIE.COM LLC, as a Guarantor By: /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer URBN HOLDING, INC... -
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... All payments of principal and interest on this 2012 Note shall be payable in lawful currency of the United States of America in immediately available funds to the account designated in the Credit Agreement. This 2012 Note is entitled to the benefits of, and evidences Obligations incurred under, the... -
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...with any of the documents executed and delivered in connection with or pursuant to the Existing Note. THIS 2012 NOTE SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The Borrowers... -
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... MERCHANDISE, INC., as a Borrower By: /s/ Frank Conforti Frank Conforti Name: Chief Financial Officer Title: [CORPORATE SEAL] HK SOURCING LIMITED, as a Borrower By: /s/ Francis John Conforti Francis John Conforti Name: Director Title: [CORPORATE SEAL] URBN UK LIMITED f/k/a URBAN OUTFITTERS UK... -
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... LLC Urban Outfitters Denmark Pennsylvania Florida Pennsylvania Pennsylvania Pennsylvania Pennsylvania Pennsylvania Denmark Sweden Netherlands Netherlands Belgium Germany Hong Kong Delaware Delaware Delaware Pennsylvania Pennsylvania United Kingdom Netherlands Bermuda United Kingdom Pennsylvania... -
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... REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration htatement Nos. 333-33603, 333-38648, 333-84333, 333-119878, 333-153149 and 333-183902 on Form h-8 of our reports dated April 1, 2013, relating to the consolidated financial statements of Urban Outfitters... -
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... OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard A. Hayne, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Urban Outfitters, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state... -
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... OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francis J. Conforti, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Urban Outfitters, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state... -
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... Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 1, 2013 By: CsC RICHARD A. H AYNE Richard A. Hayne (Principal Executive Officer) -
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... Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 1, 2013 By: /s/ FRANCIS J. CONFORTI Francis J. Conforti (Chief Financial Officer) -
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