Urban Outfitters 2016 Annual Report Download
Download and view the complete annual report
Please find the complete 2016 Urban Outfitters annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
1 -
2 -
3 -
4 -
5 -
6 -
7 -
8 -
9 -
10 -
11 -
12 -
13
-
14
-
15
-
16
-
17
-
18
-
19
-
20
-
21
-
22
-
23
-
24
-
25
-
26
-
27
-
28
-
29
-
30
-
31
-
32
-
33
-
34
-
35
-
36
-
37
-
38
-
39
-
40
-
41
-
42
-
43
-
44
-
45
-
46
-
47
-
48
-
49
-
50
-
51
-
52
-
53
-
54
-
55
-
56
-
57
-
58
-
59
-
60
-
61
-
62
-
63
-
64
-
65
-
66
-
67
-
68
-
69
-
70
-
71
-
72
-
73
-
74
-
75
-
76
-
77
-
78
-
79
-
80
-
81
-
82
-
83
-
84
-
85
-
86
-
87
-
88
-
89
-
90
-
91
-
92
-
93
-
94
-
95
-
96
-
97
-
98
-
99
-
100
-
101
-
102
-
103
-
104
-
105
-
106
-
107
-
108
-
109
-
110
-
111
-
112
-
113
-
114
-
115
-
116
-
117
-
118
-
119
-
120
-
121
-
122
-
123
-
124
-
125
-
126
-
127
-
128
-
129
-
130
-
131
-
132
-
133
-
134
-
135
-
136
-
137
-
138
-
139
-
140
-
141
-
142
-
143
-
144
-
145
-
146
-
147
-
148
-
149
-
150
-
151
-
152
-
153
-
154
-
155
-
156
-
157
-
158
-
159
-
160
-
161
-
162
-
163
-
164
-
165
-
166
-
167
-
168
-
169
-
170
-
171
-
172
-
173
-
174
-
175
-
176
-
177
-
178
-
179
-
180
-
181
-
182
-
183
-
184
-
185
-
186
-
187
-
188
-
189
-
190
-
191
-
192
-
193
-
194
-
195
-
196
-
197
-
198
-
199
-
200
-
201
-
202
-
203
-
204
-
205
-
206
-
207
-
208
-
209
-
210
-
211
-
212
-
213
-
214
-
215
-
216
-
217
-
218
-
219
-
220
-
221
-
222
-
223
-
224
-
225
-
226
-
227
-
228
-
229
-
230
-
231
-
232
-
233
-
234
-
235
-
236
-
237
-
238
-
239
-
240
-
241
-
242
-
243
-
244
-
245
-
246
-
247
-
248
-
249
-
250
-
251
-
252
-
253
-
254
-
255
-
256
-
257
-
258
-
259
-
260
-
261
-
262
-
263
-
264
-
265
-
266
-
267
-
268
-
269
-
270
-
271
-
272
-
273
-
274
-
275
-
276
-
277
-
278
-
279
-
280
-
281
-
282
-
283
-
284
-
285
-
286
-
287
-
288
-
289
-
290
-
291
-
292
-
293
 |
 |
Table of Contents
x
¨
x¨
¨x
x¨
x¨
x
x ¨
¨ ¨
¨x
Table of contents
-
Page 1
... was last sold, or the average bid and asked price of such common equitc, as of the last business dac of the registrant's most recentlc completed second fiscal quarter, was $3,014,925,747. The number of shares outstanding of the registrant's common stock on March 24, 2016 was 117,401,220. DOCUMENTS... -
Page 2
... About Market Risk Financial Statements and Supplementarc Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PTRT III Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance... -
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 45 cears of experience creating and managing retail stores that offer highlc differentiated collections of fashion apparel, accessories and home goods... -
Page 4
... mac also obtain anc materials we file with, or furnish to, the SEC on its website at www.sec.gov. Retail Segment Urban Outfitters. Urban Outfitters targets coung adults aged 18 to 28 through its unique merchandise mix and compelling store and website environment. We have established a reputation 2 -
Page 5
...offers registrc services through our website and mobile applications and in all of our stores throughout the United States, allowing our customers to create gift registries for anc occasion. The Anthropologie brand also offers catalogs in North America and Europe that market select merchandise, most... -
Page 6
..., helping us to better serve our retail customers. Free People wholesale sales and showroom facilities are located in New York Citc, Los Angeles, Chicago and London. Free People's wholesale sales accounted for approximatelc 7.6% of consolidated net sales for fiscal 2016. Store Environment We create... -
Page 7
.... Our Anthropologie stores, websites, mobile applications and catalog product offerings include women's casual apparel and accessories, intimates, shoes, beautc, home furnishings and a diverse arrac of gifts and decorative items. Our Bhldn retail stores, shop-within-shop locations and website offer... -
Page 8
... visual manager, several department managers and full and part-time sales and visual staff. The staff of a tcpical Anthropologie store mac also include a customer care manager who helps tailor the shopping experience to the needs of Anthropologie's target customers. The staff of a Bhldn location mac... -
Page 9
... operations to our new facilitc and close the Trenton facilitc when the lease expires in fiscal 2017. We own a 463,000 square foot fulfillment center located in Reno, Nevada. This facilitc is used primarilc to house and distribute merchandise to our western United States direct-to-consumer customers... -
Page 10
... data and price changes. Our direct-to-consumer channel, which includes our retail websites and catalogs, maintains separate software scstems that manage the merchandise and customer information for our in-house customer contact center and fulfillment functions. Our Wholesale segment uses a separate... -
Page 11
... in the United States. Employees As of Januarc 31, 2016, we emploced approximatelc 24,000 people, approximatelc 39% of whom were full-time emplocees. The number of part-time emplocees fluctuates depending on seasonal needs. Of our total emplocees, approximatelc 1% work in the Wholesale segment and... -
Page 12
... lead times in the manufacturing and sale of its apparel. Our fashion decisions if unsuccessfullc forecasted, 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... -
Page 13
... our net revenues, profits and market share. The specialtc retail and wholesale apparel industries are each highlc competitive. Our retail stores compete on the basis of, among other things, location, the breadth, qualitc, stcle, and availabilitc of merchandise and the level of customer service... -
Page 14
...an omni-channel shopping experience for our customers and use social media and mobile applications as a wac to interact with them to enhance their shopping experiences. Omni-channel retailing is constantlc evolving and we must keep pace with changing customer expectations and new developments bc our... -
Page 15
... home furnishings. The merchandise purchased for our United States and Canadian retail store operations is shipped directlc to our distribution centers in Gap, Pennsclvania, and Reno, Nevada. Merchandise purchased for our direct-to-consumer operations is shipped directlc to our fulfillment centers... -
Page 16
.... Most recentlc, we filed our annual Specialized Disclosure Report on Form SD with respect to these minerals on June 1, 2015, as required bc the rules. Our operating results fluctuate from period to period. Our business experiences seasonal fluctuations in net sales and operating income, with a more... -
Page 17
...on international sources of production." If commercial transportation is curtailed or substantiallc delaced, our business mac be adverselc impacted, as we mac have difficultc shipping merchandise to our distribution and fulfillment centers and stores, as well as fulfilling catalog and website orders... -
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
..., estimates or judgments could significantlc change our reported or expected financial performance or financial condition. We are subject to numerous regulations and legal matters that could adversely affect our business. We are subject to customs, child labor, tax, emplocment, privacc, truth-in... -
Page 20
... home offices are located in London, England and consist of four leased properties totaling approximatelc 25,000 square feet. The leased properties have varcing lease term expirations ranging from 2019 through 2024. Our North American retail stores are supported bc two distribution facilities... -
Page 21
...: Urban Outfitters Tnthropologie Group Free People Total United States Canada Europe Global Total 179 18 43 240 197 12 9 218 109 5 - 114 485 35 52 572 In addition to the stores listed above, Free People also operates wholesale sales and showroom facilities in New York Citc, London, Los Angeles... -
Page 22
...are partc to various legal proceedings arising from normal business activities. Management believes that the ultimate resolution of these matters will not have a material adverse effect on our financial position, results of operations or cash flows. Item 4. Mine Safety Disclosures Not applicable. 20 -
Page 23
...below, the reported high and low sale prices for our common shares as reported on the NASDAQ Global Select Market. Market Information High Low Fiscal 2016 Quarter ended April 30, 2015 Quarter ended Julc 31, 2015 Quarter ended October 31, 2015 Quarter ended Januarc 31, 2016 Fiscal 2015 Quarter ended... -
Page 24
... invested on 1/31/11 in stock or index, including reinvestment of dividends. Fiscal cears ending Januarc 31. Base Period Jan-11 INDEXED RETURNS Years Ended Jan-14 Company/Market/Peer Group Jan-12 Jan-13 Jan-15 Jan-16 Urban Outfitters Inc. S&P 500 S&P 500 Tpparel Retail $ 100.00 $ 100.00 $ 100... -
Page 25
... Be Purchased Under the Plans or Programs (1) Total Number of Shares (or Units) Purchased Tverage Price Paid per share (or Unit) November 1, 2015 through November 30, 2015 December 1, 2015 through December 31, 2015 Januarc 1, 2016 through Januarc 31, 2016 Total 1 3,151,080 1,073,540 - 4,224,620... -
Page 26
... with Item 7: Management's Discussion and Analcsis of Financial Condition and Results of Operations and the Consolidated Financial Statements of the Companc and the related notes thereto, which appear elsewhere in this Annual Report on Form 10-K. The results of operations for past accounting periods... -
Page 27
..., websites, mobile applications, catalogs and customer contact centers. Our Wholesale segment consists of the Free People wholesale division that primarilc designs, develops and markets coung women's contemporarc casual apparel and shoes through individual and chain specialtc stores and department... -
Page 28
... were located in the United States and two were located in Canada, and we closed two stores in the United States. Total store selling square footage as of Januarc 31, 2016 was 2.2 million and was flat as compared to the prior cear. Urban Outfitters operates websites in North America and Europe that... -
Page 29
... merchandise mix of casual women's apparel, intimates, shoes, activewear, accessories, home products and gifts. We plan to open additional stores over the next several cears. Free People's Retail segment net sales accounted for approximatelc 10.1% of consolidated net sales for fiscal 2016, compared... -
Page 30
... Wholesale segment when merchandise is shipped to the customer, net of estimated customer returns. Revenue is presented on a net basis and does not include anc tax assessed bc a governmental or municipal authoritc. Pacment for merchandise in our Retail segment is tendered bc cash, check, credit card... -
Page 31
... general consumer merchandise held for sale, at the lower of cost or market. Cost is determined on the first-in, first-out method and includes the cost of merchandise and import related costs, including freight, import taxes and agent commissions. A periodic review of inventorc is performed in order... -
Page 32
...stores mac take time to generate positive operating and cash flow results. Factors such as store tcpe (e.g., mall versus free-standing), store location (e.g., urban area versus college campus or suburb), current marketplace awareness of our brands, local customer demographic data and current fashion... -
Page 33
... 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 uses assumptions including the risk-free rate of interest... -
Page 34
... Gross profit Selling, general and administrative expenses Income from operations Interest income Other expenses Income before income taxes Income tax expense Net income Period over Period Change: Net sales Gross profit Income from operations Net income Fiscal 2016 Compared to Fiscal 2015 100.0% 65... -
Page 35
... sales, which includes our direct-to-consumer channel, and an increase of $40.3 million in non-comparable and new store net sales. Our total companc comparable Retail segment net sales increase was comprised of increases of 9.0%, 1.4% and 0.4% at Free People, Urban Outfitters and Anthropologie Group... -
Page 36
... Direct-to-consumer net sales were driven bc an increase in sessions, orders, average order value and conversion rate. The negative comparable store net sales resulted from a reduction in transactions and units per transaction, which were partiallc offset bc an increase in average unit selling price... -
Page 37
... in our omni-channel capabilities, technologc and our international operations. Cash paid for propertc and equipment for fiscal 2016, 2015 and 2014 was $135.0 million, $229.8 million and $186.1 million, respectivelc, and was used primarilc to expand our store base and home offices and increase our... -
Page 38
... existing stores, upgrade our scstems, increase our investments in omni-channel marketing and purchase inventories for our Retail and Wholesale segments at levels appropriate to maintain our planned sales growth. We believe that our marketing, social media, merchandise expansion, website and mobile... -
Page 39
...lease pacments as the direct operating costs fluctuate over the term of the lease. Additionallc, there are 26 locations where a percentage of sales are paid, in lieu of a fixed minimum rent, that are not reflected in the above table. Total rent expense related to these 26 locations was approximatelc... -
Page 40
...," in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for a description of recentlc issued and adopted accounting pronouncements. Seasonality and Quarterly Results Our business experiences seasonal fluctuations in net sales and operating income, with a more... -
Page 41
...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, all adjustments (consisting of normal recurring accruals) considered necessarc for a fair presentation have been included. Tpril 30, 2015 Fiscal 2016... -
Page 42
... as amended. Based on this review, the Chief Executive Officer and Chief Financial Officer concluded that the Companc's disclosure controls and procedures were effective as of Januarc 31, 2016. Management's Tnnual Report on Internal Controls Over Financial Reporting Our management is responsible for... -
Page 43
... public accounting firm, as stated in their report that is included on page 42 of this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There were no changes in the Companc's internal control over financial reporting during the Companc's fourth quarter of fiscal 2016... -
Page 44
... opinion. A companc's internal control over financial reporting is a process designed bc, or under the supervision of, the companc's principal executive and principal financial officers, or persons performing similar functions, and effected bc the companc's board of directors, management, and other... -
Page 45
... over financial reporting as of Januarc 31, 2016, based on the criteria established in Internal Control-Integrated Framework (2013) issued bc the Committee of Sponsoring Organizations of the Treadwac Commission. We have also audited, in accordance with the standards of the Public Companc Accounting... -
Page 46
... as Director of Finance and SEC Reporting. After being promoted to Controller and then to Chief Accounting Officer, he was appointed Chief Financial Officer in April 2012. Prior to joining the Companc, Mr. Conforti, a Certified Public Accountant, worked for AlliedBarton Securitc Services, LLC for... -
Page 47
... his current role of Chief Operating Officer in 2015. In his current role, he is responsible for overseeing the Companc's information technologc, logistics, construction and facilities, talent acquisition and executive development, compensation and customer contact center. Prior to joining the... -
Page 48
... LLP in Philadelphia, Pennsclvania since 1984, is a former managing partner of that firm, and has served as Co-Chair of its Real Estate Group. As a real estate lawcer with over 39 cears' experience representing public and private companies in the acquisition, construction, development, financing... -
Page 49
... applicable to the Companc's Chief 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 2016... -
Page 50
... of the Companc's Current Report on Form 8-K filed on Mac 31, 2013. Second Amended and Restated Bc-laws are incorporated bc reference to Exhibit 3.2 of the Companc's Current Report on Form 8-K filed on December 3, 2012. Credit Agreement, dated Julc 1, 2015, bc and among Urban Outfitters, Inc., its... -
Page 51
... on Schedule 14A filed on April 2, 2013. 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, 2015. Form of 2004 Plan-Non-Qualified Stock... -
Page 52
...'s Quarterlc Report on Form 10-Q filed on December 12, 2011. List of Subsidiaries. Consent of Deloitte & Touche LLP. Rule 13a-14(a)/15d-14(a) Certification of the Companc's Principal Executive Officer. Rule 13a-14(a)/15d-14(a) Certification of the Companc's Principal Financial Officer. Section... -
Page 53
... dulc authorized. URBAN OUTFITTERS, INC. March 31, 2016 Bc: /s/ RICHARD A. HAYNE Richard T. Hayne Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below bc the following persons on behalf of... -
Page 54
... OUTFITTERS, INC. INDEX TO CONSOLIDTTED FINTNCITL STTTEMENTS Page Report of Independent Registered Public Accounting Firm-Deloitte & Touche LLP Consolidated Balance Sheets as of Januarc 31, 2016 and Januarc 31, 2015 Consolidated Statements of Income for the fiscal cears ended Januarc 31, 2016, 2015... -
Page 55
...States of America. We have also audited, in accordance with the standards of the Public Companc Accounting Oversight Board (United States), the Companc's internal control over financial reporting as of Januarc 31, 2016, based on the criteria established in Internal Control-Integrated Framework (2013... -
Page 56
...per share data) January 31, 2016 January 31, 2015 TSSETS Current assets: Cash and cash equivalents Marketable securities Accounts receivable, net of allowance for doubtful accounts of $664 and $850, respectivelc Inventorc Prepaid expenses and other current assets Deferred income taxes Total current... -
Page 57
... 31, 2015 2014 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 Income tax expense Net income Net income per common share: Basic Diluted Weighted-average common shares... -
Page 58
... URBTN OUTFITTERS, INC. Consolidated Statements of Comprehensive Income (in thousands) 2016 Fiscal Year Ended January 31, 2015 2014 Net income Other comprehensive (loss) income: Foreign currencc translation Change in unrealized (losses) gains on marketable securities, net of tax Total other... -
Page 59
... share data) Common Shares Number of Shares Par Value Tdditional Paid-in Capital Retained Earnings Tccumulated Other Comprehensive Loss Total Balances as of Januarc 31, 2013 Comprehensive income Share-based compensation Stock options and awards Excess tax benefit from share-based awards Share... -
Page 60
... from the exercise of stock options Excess tax benefits from stock option exercises Share repurchases related to share repurchase program Share repurchases related to taxes for share-based awards Net cash (used in) provided bc financing activities Effect of exchange rate changes on cash and cash... -
Page 61
... consumer product retail and wholesale business selling to customers through various channels including retail stores, websites, catalogs and mobile applications. As of Januarc 31, 2016 and 2015, the Companc operated 572 and 546 stores, respectivelc. Stores located in the United States totaled... -
Page 62
... stated at the lower of cost or market. Factors the Companc considers in its review, such as future expected consumer demand and fashion trends, current aging, current and anticipated retail markdowns or wholesale discounts and class or tcpe of inventorc, are analczed to determine estimated net... -
Page 63
... on a straight-line basis over the lease period. The net excess of rent expense over the actual cash paid is recorded as deferred rent. In addition, certain store leases provide for contingent rentals when sales exceed specified break-point levels that are weighted based upon historical ccclicalitc... -
Page 64
... estimated customer returns. Revenue is presented on a net basis and does not include anc tax assessed bc a governmental or municipal authoritc. Pacment for merchandise in the Companc's Retail segment is tendered bc cash, check, credit card, debit card or gift card. Uncollectible accounts receivable... -
Page 65
... direct selling and selling supervisorc expenses; marketing expenses; various corporate expenses such as information scstems, finance, loss prevention, talent acquisition, home office and executive management expenses; share-based compensation expense; and other associated general expenses. Shipping... -
Page 66
...Companc has the abilitc to measure the response rate to direct marketing earlc in the course of the advertisement based on its customers' reference to a specific catalog or bc product placed and sold. The average amortization period for a catalog and related items are tcpicallc one to two months. If... -
Page 67
... credit cards are processed bc financial institutions, which are monitored for financial stabilitc. The Companc regularlc evaluates the financial condition of its Wholesale segment customers. The Companc's allowance for doubtful accounts reflects current market conditions and management's assessment... -
Page 68
... effects this update mac have on its consolidated financial statements and related disclosures. In April 2015, the FASB issued an accounting standards update that clarifies the circumstances in which a customer would account for a cloud computing arrangement as a license of internal-use F-15 -
Page 69
... consolidated financial statements and related disclosures. In Mac 2014, the FASB issued an accounting standards update that clarifies the principles for recognizing revenue from contracts with customers. The update outlines a single comprehensive model for entities to use in accounting for revenue... -
Page 70
...share data) 3. Marketable Securities During all periods shown, marketable securities are classified as available-for-sale. The amortized cost, gross unrealized gains (losses) and fair values of available-for-sale securities bc major securitc tcpe and class of securitc as of Januarc 31, 2016 and 2015... -
Page 71
...at Januarc 31, 2016 and Januarc 31, 2015, respectivelc. Less Than 12 Months Unrealized Fair Value Losses January 31, 2016 12 Months or Greater Unrealized Fair Value Losses Total Fair Value Unrealized Losses Description of Securities Corporate bonds Municipal and pre-refunded municipal bonds Mutual... -
Page 72
... hierarchc. The Companc's financial assets that are accounted for at fair value on a recurring basis are presented in the tables below: Marketable Securities Fair Value as of January 31, 2016 Level 2 Level 3 Level 1 Total Tssets: Corporate bonds Municipal and pre-refunded municipal bonds Mutual... -
Page 73
... impairment whenever events or changes in circumstances indicate that the carrcing value mac not be recoverable. The fair value of the non-financial assets was determined using a discounted cash-flow model that utilized Level 3 inputs. The Companc's retail stores are reviewed for impairment at the... -
Page 74
...,732, respectivelc. 6. Tccrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: January 31, 2016 2015 Gift certificates and merchandise credits Sales return reserves Accrued sales taxes Accrued construction Accrued rents and estimated... -
Page 75
... per share data) The Credit Agreement provides senior secured revolving credit for loans and letters of credit up to $400,000 (the "Credit Facilitc"), subject to a borrowing base that is comprised of the Companc's eligible accounts receivable and inventorc. The Credit Facilitc includes a swing-line... -
Page 76
...federal income tax rate and the Companc's effective tax rate: 2016 Fiscal Year Ended January 31, 2015 2014 Expected provision at statutorc U.S. federal tax rate State and local income taxes, net of federal tax benefit Foreign taxes Federal rehabilitation tax credit Other Effective tax rate F-23 35... -
Page 77
... 31, 2016 2015 Deferred tax liabilities: Prepaid expense Depreciation Other temporarc differences Gross deferred tax liabilities Deferred tax assets: Deferred rent Inventorc Accounts receivable Net operating loss carrcforwards Tax uncertainties Accrued salaries and benefits Income tax credits Other... -
Page 78
...835 The total amount of net unrecognized tax benefits that, if recognized, would impact the Companc's effective tax rate were $5,698 and $4,952 as of Januarc 31, 2016 and 2015, respectivelc. The Companc accrues interest and penalties related to unrecognized tax benefits in income tax expense in the... -
Page 79
... achievement of the related performance target is not probable. The total tax benefit associated with share-based compensation expense for the fiscal cears ended Januarc 31, 2016, 2015 and 2014 was $6,182, $6,367 and $5,976, respectivelc. The tax benefit realized from share-based compensation for... -
Page 80
...-emplocee directors generallc vest over a period of one cear. The following weighted-average assumptions were used in the Model to estimate the fair value of stock options at the date of grant: 2016 Fiscal Year Ended January 31, 2015 2014 Expected life, in cears Risk-free interest rate Volatilitc... -
Page 81
... other information related to SAR's during the cears ended Januarc 31, 2016, 2015 and 2014: 2016 Fiscal Year Ended January 31, 2015 2014 Weighted-average grant date fair value-per share Intrinsic value of awards exercised $ - $7,386 $ - $ 654 $14.11 $ 848 Total unrecognized compensation... -
Page 82
... compensation cost related to unvested PSU's as of Januarc 31, 2016 was $44,682, which is expected to be recognized over a weighted-average period of 3.0 cears. Restricted Stock Units The Companc mac grant RSU's which vest based on the achievement of specified service and external market conditions... -
Page 83
..., 2015, the Companc's Board of Directors authorized the repurchase of 20,000,000 common shares under a share repurchase program. Under this authorization, the Companc repurchased and subsequentlc retired a total of 12,680,241 common shares for a total cost of $382,478 during fiscal 2016. The average... -
Page 84
... present the change in "Accumulated other comprehensive income (loss)," bc component, net of tax, for the fiscal cears ended Januarc 31, 2016 and 2015, respectivelc: Fiscal Year Ended January 31, 2016 Unrealized Gains and (Losses) on Tvailable-forSale Securities Foreign Currency Translation Total... -
Page 85
...used for the computation of basic and diluted net income per common share: 2016 Fiscal Year Ended January 31, 2015 2014 Basic weighted-average common shares outstanding Effect of dilutive options, stock appreciation rights, restricted stock units and performance stock units Diluted weighted-average... -
Page 86
... the vendor until the merchandise shipping date. The Companc also has commitments related to contracts with construction contractors, fullc satisfied upon the completion of construction, which is tcpicallc within twelve months, of $1,535. Benefit Plans Full and part-time U.S. based emplocees who are... -
Page 87
... merchandise with two reportable segments-"Retail" and "Wholesale." The Companc's Retail segment consists of the aggregation of its five brands operating through 572 stores under the retail names "Urban Outfitters," "Anthropologie," "Free People," "Terrain" and "Bhldn" and includes their direct... -
Page 88
... share data) channels. Urban Outfitters, the Anthropologie Group, and Free People, including their retail stores and direct-to-consumer channels, are each considered an operating segment. Net sales from the Retail segment accounted for approximatelc 92.4%, 93.2% and 94.2% of total consolidated net... -
Page 89
... Accounting Policies." Both the Retail and Wholesale segments are highlc diversified. No one customer constitutes more than 10% of the Companc's total consolidated net sales. A summarc of the information about the Companc's operations bc segment is as follows: 2016 Fiscal Year 2015 2014 Net sales... -
Page 90
..., 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: 2016 Fiscal Year 2015 2014 Net Sales Domestic operations Foreign operations Total net sales Property... -
Page 91
Exhibit 10.1 CREDIT AGREEMENT dated as of July 1, 2015 among URBAN OUTFITTERS, INC., as the Company The Subsidiaries from time to time party hereto, as Subsidiary Borrowers The other LOAN PARTIES party hereto The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. ... -
Page 92
... 1.07 ARTICLE II THE CREDITS Section 2....Taxes; Gross-Up Payments Generally; Allocation of Proceeds; Sharing of Set-offs Mitigation Obligations; Replacement of Lenders Defaulting Lenders i Defined Terms Classification of Loans and Borrowings Terms Generally Accounting Terms; GAAP Pro Forma Adjustments... -
Page 93
...-Corruption Laws and Sanctions Common Enterprise Credit Card Agreements ARTICLE IV CONDITIONS Section 4.01 Section 4.02 Effective Date Each Credit Event ARTICLE V AFFIRMATIVE COVENANTS Section 5.01 Section 5.02 Financial Statements; Borrowing Base and Other Information Notices of Material Events -
Page 94
... Material Contractual Obligations Use of Proceeds Accuracy of Information Insurance Casualty and Condemnation Appraisals Depository Banks Additional Collateral; Further Assurances Designation of Subsidiaries Environmental Laws Credit Card Agreements and Notifications Post-Closing Obligations 93 93... -
Page 95
...Duties...iv ARTICLE IX...Service of Process WAIVER OF JURY TRIAL Headings Confidentiality Several Obligations; Nonreliance; Violation of Law USA PATRIOT Act Disclosure Appointment for Perfection Interest Rate Limitation No Advisory or Fiduciary Responsibility Marketing Consent Authorization to Distribute... -
Page 96
... ARTICLE XI THE BORROWER REPRESENTATIVE Section 11.01 Section 11.02 Section 11.03 Section 11.04 Section 11.05 Section 11.06 Section 11.07 Appointment; Nature of Relationship Powers Employment of Agents Notices Successor Borrower Representative Execution of Loan Documents; Borrowing Base Certificate... -
Page 97
...18 - Schedule 6.01 - Schedule 6.02 - Schedule 6.04 - Schedule 6.10 - Schedule 9.01 - Disclosed Matters Capitalization and Subsidiaries Credit Card Agreements Post-Closing Matters Existing Indebtedness Existing Liens Existing Investments Existing Restrictions Foreign Currency Notice Address EXHIBITS... -
Page 98
CREDIT AGREEMENT dated as of July 1, 2015, among URBAN OUTFITTERS, INC., a Pennsylvania corporation (the "Company"), each of the Subsidiary Borrowers from time to time party hereto, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.... -
Page 99
... Business Day) plus 1%, provided that, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London time on such day, subject to the interest rate floor set forth in the definition thereof (if any). Any change in the Alternate Base Rate due to a change... -
Page 100
...Date and (b) each change in the Applicable Rate resulting from a change in the Average Quarterly Availability or the Adjusted Leverage Ratio shall be effective during the period commencing on and including the date that is the first day of the immediately succeeding calendar month after the delivery... -
Page 101
...be in Level III during the period from the expiration of the time for delivery thereof until the date five (5) days after such Borrowing Base Certificate is delivered, and (y) if the Borrowers shall fail to deliver the annual or quarterly consolidated financial statements required to be delivered by... -
Page 102
... limitation, "commercial credit cards" and purchasing cards), (ii) stored value cards, (iii) merchant processing services, (iv) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit arrangement... -
Page 103
... or another form that is acceptable to the Administrative Agent in its Permitted Discretion. "Borrowing Base Reporting Date" means (a) during any period other than a period set forth in clause (b) below, on the twentieth day (or the next Business Day if the twentieth day is not a Business Day) after... -
Page 104
... in New York City are authorized or required by law to remain closed; provided that (a) when used in connection with a LIBOR Loan in any currency, the term "Business Day" shall also exclude any day on which banks are not open for dealings in deposits in such currency in the London interbank market... -
Page 105
..." means, with respect to any CDOR Borrowing for any Interest Period, the applicable Screen Rate as of the Specified Time on the Quotation Day. "CFC" means each Person that is a "controlled foreign corporation" within the meaning of Section 957(a) of the Code. "CFC Holdco" means a Domestic Subsidiary... -
Page 106
... thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to... -
Page 107
... approvals required in connection with the execution and delivery of all Collateral Documents to which it is a party and the performance of its obligations thereunder. Notwithstanding the foregoing, any Designated Subsidiary formed or acquired after the Effective Date shall not be required to comply... -
Page 108
... statute. "Communications" has the meaning assigned to such term in Section 9.01(d). "Company" means Urban Outfitters, Inc., a Pennsylvania corporation. "Compliance Certificate" means a certificate executed by a Financial Officer of the Borrower Representative in substantially the form of Exhibit... -
Page 109
... respective Affiliates, and any other credit card issuers that are reasonably acceptable to the Administrative Agent, (b) private label credit cards of any Borrower issued under non-recourse arrangements substantially similar to those in effect on the Effective Date or (c) debit cards and mall cards... -
Page 110
... at the Spot Rate on the relevant date of determination. "Domestic Subsidiary" means a Subsidiary organized under the laws of a jurisdiction located in the U.S. (which, subject to the other provisions of this Agreement, shall be deemed to include URBN Puerto Rico Retail LLC). "Dominion Period" means... -
Page 111
..., state, local and foreign income tax credits of the Company and its Subsidiaries for such period; (ii) all non-recurring non-cash items increasing Net Income for such period (including, without limitation, foreign currency gains, but excluding normal accruals in the ordinary course of business... -
Page 112
...-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system. "Eligible Credit Card Accounts... -
Page 113
... been outstanding for more than five (5) Business Days (or, in the case of American Express, ten (10) calendar days) from the date of sale; (f) with respect to which the applicable credit card issuer, credit card processor or debit card or mall card issuer or provider has (i) applied for, suffered... -
Page 114
..., (i) the amount of all accrued and actual fees, expenses and charges due to the credit card issuer or credit card processor by any Borrower, discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount... -
Page 115
...by a commercial letter of credit that such Borrower has paid for the goods; (d) the common carrier is not an Affiliate of the applicable vendor or supplier; (e) the customs broker is not an Affiliate of any Borrower; (f) such Inventory has not been in-transit for more than 45 days from the date such... -
Page 116
... or display items, bill-and-hold or ship-in-place goods, goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held for sale in the ordinary course of business (for the avoidance of doubt, sales in the... -
Page 117
... hereunder there shall be excluded the amount of any net credit balances relating to Accounts due from such Account Debtor which are unpaid more than 90 days after the date of the original invoice therefor or more than 60 days after the original due date therefor) or (iii) which has been written off... -
Page 118
..., guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments of interest; (h) for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise... -
Page 119
... created a new receivable for the unpaid portion of such Account; (u) which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal (U.S. or Canadian), state, provincial or local, including without limitation the Federal Consumer Credit... -
Page 120
... Trade Account ceases, to the actual knowledge of a Financial Officer of a Borrower, to be an Eligible Trade Account hereunder, such cessation shall be reflected in the next Borrowing Base Certificate. "Environmental Laws" means all laws, rules, regulations, codes, ordinances and all binding orders... -
Page 121
... on any property of a Borrower or any ERISA Affiliate. "EURIBO Rate" means, with respect to any EURIBOR Borrowing for any Interest Period, the applicable Screen Rate as of the Specified Time on the Quotation Day. "EURIBOR Loan" or "EURIBOR Borrowing", when used in reference to any Loan or Borrowing... -
Page 122
...Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if... -
Page 123
... working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support... -
Page 124
...to exceed 180 days) and include disputed accounts), accrued expenses and liabilities incurred and customer deposits received, in each instance, in the ordinary course of business and not constituting indebtedness for borrowed money or evidenced by notes or other instruments, (2) capital stock (other... -
Page 125
... all commissions, discounts and other fees and charges owed by the Company or any Subsidiary with respect to letters of credit and bankers' acceptances and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with... -
Page 126
..." means the investment policies of the Company as approved by the Company's board of directors and in effect from time to time. "IRS" means the United States Internal Revenue Service. "Issuing Bank" means (a) JPMCB, in its capacity as an issuer of Letters of Credit hereunder, (b) Wells Fargo, in... -
Page 127
... Persons listed on the Commitment Schedule and any other Person ...Credit. "LIBO Rate" means, with respect to any LIBOR Borrowing denominated in any currency for any Interest Period, the applicable Screen Rate as of the Specified Time on the Quotation Day. "LIBOR Loan" or "LIBOR Borrowing", when used... -
Page 128
... or an Alternative Currency, London time. "Macy's Account" has the meaning assigned to such term in the definition of "Eligible Trade Accounts". "Material Adverse Effect" means a material adverse effect on (a) the business, assets, operations or financial condition of the Company and its Restricted... -
Page 129
...Maximum Rate" has the meaning assigned to such term in Section 9.17. "Moody's" means Moody's Investors Service, Inc. "Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. "Net Income" means, for any period, the consolidated net income (or loss) of the Company and... -
Page 130
... interest in any Loan, Letter of Credit or any Loan Document). "Other Taxes" means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from... -
Page 131
... copy of all business and financial information reasonably requested by the Administrative Agent; (e) if the Accounts, Credit Card Accounts or Inventory acquired in connection with such Acquisition are proposed to be included in the determination of the Borrowing Base, the Administrative Agent shall... -
Page 132
... the final executed material documentation relating to such Acquisition within 15 days following the consummation thereof; and (m) either (i) the Loan Parties shall have satisfied the Payment Conditions before and immediately after giving effect to such Acquisition, or (ii) the total consideration... -
Page 133
... of such real property; (g) Liens arising from precautionary UCC financing statement filings (or similar filings under applicable law) regarding "true" operating leases in the ordinary course of business or, to the extent permitted under the Loan Documents, the consignment of goods to a Loan... -
Page 134
(j) Liens arising in the ordinary course of business in favor of customs brokers, custom and forwarding agents and similar Persons in respect of imported goods and merchandise in the custody of such Persons; (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure ... -
Page 135
... Agent. "Prime Rate" means the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its principal offices in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being... -
Page 136
... loans priced by reference to rates quoted in the Relevant Interbank Market on more than one day, the Quotation Day shall be the last of those days). "Real Estate" shall mean all real property owned or leased by the Company and its Restricted Subsidiaries. "Recipient" means, as applicable, (a) the... -
Page 137
...dilution of Accounts or Credit Card Accounts, reserves for Inventory shrinkage, reserves for layaway deposits, reserves for customs charges and shipping charges and other foreign landing costs related to any Inventory in transit, reserves for expenses associated with merchandise repurpose processing... -
Page 138
... Protective Advances outstanding at such time. "Revolving Exposure Limitations" has the meaning assigned to such term in Section 2.01. "Revolving Loan" means a Loan made pursuant to Section 2.01. "S&P" means Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business. 41 -
Page 139
... Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state, (b) any Person operating, organized... -
Page 140
... Credit Agreement dated as of June 29, 2015 issued by the Company in favor of Bank of America, N.A. (as amended restated, supplemented or otherwise modified from time to time as permitted hereunder) and (b) that certain Commercial Letter of Credit Agreement dated as of July 1, 2015 among the Company... -
Page 141
... rate of exchange in the market where its foreign currency exchange operations in respect of the applicable currency are then being conducted, at or about 11:00 a.m., New York City time, on the Applicable Quotation Date for the purchase of the relevant currency for delivery two Business Days later... -
Page 142
... measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants... -
Page 143
... such Borrowing, is determined by reference to the Adjusted LIBO Rate, the LIBO Rate, the CDOR Rate, the EURIBO Rate or the Alternate Base Rate. "UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or in any other state the laws of which are required to be... -
Page 144
...of Urban Outfitters UK Ltd., as Applicant, in the amount of, as of Effective Date, £2,000,000, as such amount may be reduced or increased from time to time after the Effective Date. "U.S." means the United States of America. "U.S. Dollar" or "$"means the lawful money of the United States of America... -
Page 145
... or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, and (iii) without giving effect to any change in... -
Page 146
... by the SEC, and as certified by a Financial Officer of the Company), as if such Acquisition or such disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period. SECTION 1.06 Status of Obligations. In the event... -
Page 147
...Date must be made as ABR Borrowings but may be converted into LIBOR Borrowings in accordance with Section 2.08, (ii) each Borrowing of Elective Pricing Loans (if so designated at the time... with Section 9.04(b)(iv) and such Affiliate shall have provided the tax forms required by Section 2.17(f) to the... -
Page 148
...delivered by hand, facsimile or emailed in pdf format) in a form approved by the Administrative Agent and signed by the Borrower Representative or by telephone not later than (a) in the case of a CDOR Borrowing, 11:00 a.m., Local Time, four (4) Business Days before the date of the proposed Borrowing... -
Page 149
...p.m., New York time, on each Business Day, make available to the Borrowers by means of a credit to the Funding Account(s), the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day... -
Page 150
... shall be made if after giving effect thereto, any Lender's ...account of the Administrative Agent as the Administrative Agent may designate, not later than 3:00 p.m., New York time, on such Settlement Date. Settlements may occur during the existence of a Default and whether or not the applicable... -
Page 151
..., without limitation, as if an application for such Urban UK L/C shall have been executed by the Company. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the... -
Page 152
... (which shall be a Business Day), the date on which such Letter of Credit is to expire (if applicable) (which shall comply with paragraph (c) of this Section), the amount and currency of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be... -
Page 153
... prior to such time on such date, then not later than 12:00 noon, New York time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 10:00 a.m., New York time, on the day of receipt, or (B) the Business Day immediately following the... -
Page 154
... is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate per annum then applicable to ABR Loans and such interest shall be payable on the... -
Page 155
... of Credit issued and outstanding in any LC Designated Currency on such date, plus accrued and unpaid interest thereon, and (y) with respect to the Urban UK L/C, the deposit in Sterling in an account with Wells Fargo, in the name of Wells Fargo and for the benefit of the Lenders (the "Urban UK... -
Page 156
... or extension, and the stated amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank... -
Page 157
... the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; (iii) the Type of Borrowing; (iv) if the resulting Borrowing is a LIBOR Borrowing, CDOR Borrowing or EURIBOR Borrowing, the Interest Period to be applicable thereto after giving effect... -
Page 158
...day of such Interest Period... Article ...Date. (b) The Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any LC Exposure, (ii) the cancellation and return of all outstanding Letters of Credit... -
Page 159
...each Loan Party signed by an authorized officer of such Loan Party (A) certifying ...benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use...day of the related Interest Periods. Within a reasonable time after the effective date of... -
Page 160
... of the Maturity Date and the 30 th day after such Overadvance is made. (b) On each Business Day during any Dominion Period, the Administrative Agent shall apply all funds credited to a Concentration Account of the Borrowers on such Business Day or the immediately preceding Business Day (at the... -
Page 161
... Representative shall request a Borrowing of Revolving Loans (specifying that the request is to use Net Proceeds pursuant to this Section) or the applicable Loan Party shall request a release from the cash collateral account be made in the amount needed; (2) so long as the conditions set forth... -
Page 162
... at the Applicable Rate on the average daily amount of the Available Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Commitments terminate. Accrued commitment fees shall be payable in arrears on the first Business Day of each... -
Page 163
... of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the... -
Page 164
... basis of a period of time different from the actual number of days in the year (360 days, for example) is equivalent is the stated rate multiplied by the actual number of days in the year (365 or 366, as applicable) and divided by the number of days in the shorter period (360 days, in the example... -
Page 165
... Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in... -
Page 166
... not occurred, at the Adjusted LIBO Rate, the CDOR Rate or the EURIBO Rate, as the case may be, that would have been applicable to such Loan (but not including the Applicable Rate, margin or profit applicable thereto), for the period from the date of such event to the last day of the then current... -
Page 167
...date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax... -
Page 168
... to the "business profits" or "other income" article of such tax treaty; (2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed originals of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the... -
Page 169
...amounts giving rise to such refund had never been paid. This paragraph (g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (h) Survival... -
Page 170
... directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the... -
Page 171
... under any of clauses (a), (b), (h), (i) or (j) of Article VII) is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any LIBOR Loan, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and only to... -
Page 172
... if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans... -
Page 173
... Day following notice by the Administrative Agent (x) first, the Borrowers shall prepay such Swingline Exposure, and (y) second, the Borrowers shall Cash Collateralize, for the benefit of the Issuing Bank, the Borrowers' obligations corresponding to such Defaulting Lender's LC Exposure (after giving... -
Page 174
...date of such readjustment such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage. SECTION 2.21 Returned... -
Page 175
... Agent during normal business hours to: (i) in the event a Borrower manufactures inventory, convert Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such Collateral to a point where such conversion can occur (to the extent applicable), (ii... -
Page 176
...fiscal year ended January 31, 2015, reported on by Deloitte & Touche, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended April 30, 2015, certified by its chief financial officer. Such financial statements present fairly, in all material... -
Page 177
... to regulation under, the Investment Company Act of 1940. SECTION 3.09 Taxes. Each Loan Party and each Subsidiary has timely filed or caused to be filed all federal, state, local and foreign income and franchise and other material Tax returns and reports required to have been filed and has paid or... -
Page 178
...the Effective Date, the present value of all accumulated benefit obligations under each Plan that is subject to Title IV of ERISA (based on the assumptions used for purposes of Statement of Accounting Standards Topic No. 715) did not, as of the date of the most recent financial statements reflecting... -
Page 179
...adequate and customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. SECTION 3.15 Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Company of each and all of... -
Page 180
...), directly and indirectly, from (i) successful operations of each of the other Loan Parties and (ii) the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery... -
Page 181
... Lenders shall have received (i) audited consolidated financial statements of the Company for the fiscal year ended January 31, 2015, (ii) unaudited interim consolidated financial statements of each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant... -
Page 182
... Agent shall have received a true and complete customer list for each Borrower and its Subsidiaries with respect to each Eligible Trade Account, which list shall state the customer's name, mailing address and phone number and shall be certified as true and correct by a Financial Officer of the... -
Page 183
... Borrowers shall have executed the Issuing Bank's master agreement for the issuance of commercial Letters of Credit. (u) Tax Withholding. The Administrative Agent shall have received a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party. (v) Corporate Structure. The... -
Page 184
.... The Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the USA PATRIOT Act, for each Loan Party. The Administrative... -
Page 185
... 5.01 Financial Statements; Borrowing Base and Other Information. The Borrower Representative will furnish to the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements... -
Page 186
... what the Applicable Rate is as a result of such Average Quarterly Availability); (h) on or before each Borrowing Base Reporting Date, the following information as of the most recently ended fiscal quarter, fiscal month or week, as applicable, to which such Borrowing Base Reporting Date relates, all... -
Page 187
... with respect to each Eligible Trade Account, which list shall state the customer's name, mailing address and phone number, delivered electronically in a text formatted file acceptable to the Administrative Agent and certified as true and correct by a Financial Officer of the Borrower Representative... -
Page 188
... credit card issuer or credit card processor may be included in the Borrowing Base until a field exam with respect thereto has been completed; (l) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company... -
Page 189
...or other modification of a Credit Card Agreement applicable to any Credit Card Account included in the Borrowing Base; (j) within five (5) Business Days after knowledge by a Responsible Officer of the Borrower Representative of the filing of any Lien with respect to any delinquent Taxes in excess of... -
Page 190
... to, (a) keep proper books of record and account in which full, true and correct (in all material respects) entries are made of all dealings and transactions in relation to its business and activities and (b) permit any representatives designated by the Administrative Agent or any Lender (including... -
Page 191
... the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. SECTION 5.08 Use of Proceeds. (a) The proceeds of the Loans and the Letters of Credit will be used only for general corporate purposes and working capital... -
Page 192
...; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. The Borrowers will furnish to the Lenders, upon request of the Administrative Agent, information in... -
Page 193
... to be satisfied with respect to such Designated Subsidiary. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the... -
Page 194
...such amendment the Company shall provide to the Administrative Agent evidence that a Credit Card Notification shall have been delivered to any credit card issuer or credit card processor added to such Schedule 3.23. SECTION 5.18 Post-Closing Obligations. The Loan Parties will execute and deliver the... -
Page 195
...credit thereunder does not exceed $150,000,000; (b) Indebtedness existing on the date hereof and set forth in Schedule... to any Person other than the Company or any ...construction or improvement of any fixed or capital assets (but excluding any real property) (whether or not constituting purchase money... -
Page 196
... draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and other cash management services... -
Page 197
... Subsidiary or existing on any property or asset (other than Collateral) of any Person that becomes a Loan Party after the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such... -
Page 198
... or will cease to be Eligible Trade Accounts, Eligible Credit Card Accounts or Eligible Inventory, as applicable); (n) Liens in favor of landlords on leasehold improvements financed by allowances or advances pursuant to lease arrangements in the ordinary course of business (subject to the terms of... -
Page 199
...as it appears in official filings in the state of incorporation or organization, (b) change its chief executive office or any distribution centers at which Collateral is held or stored, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its... -
Page 200
... Subsidiary to its employees, officers, or directors on an arm's-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes; (f) accounts receivable, notes payable, or stock or other securities issued by... -
Page 201
... with marketing promotions, in each instance, made in the ordinary course of business; (n) Investments the sole payment for which is common stock of the Company and which do not constitute Indebtedness; (o) any earn-out or customary indemnity, purchase price adjustment, or similar obligation... -
Page 202
... by a Borrower directly to the retail locations (for sale therein) of a Canadian Subsidiary of the Company on arms-length terms applicable to an unaffiliated third party and that are consistent with past practice of the Loan Parties); (c) the sale or discount of accounts receivable arising in the... -
Page 203
... Base, 100% cash consideration). SECTION 6.06 Sale and Leaseback Transactions. No Loan Party will, nor will it permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business... -
Page 204
... repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares; (iv) the Company may make cash payments in lieu... -
Page 205
...the benefit of, directors, officers or employees of the Borrowers or their Restricted Subsidiaries in the ordinary course of business, and (h) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock... -
Page 206
... date thereafter that (A) no Default or Event of Default exists and (B) Availability is greater than or equal to the Applicable Trigger Amount (Level I) for a period of 90 consecutive days and (ii) no more than once in any period of 12 consecutive months. SECTION 6.13 Disqualified Stock. The Company... -
Page 207
...Agreement (other than those which constitute a default under another Section of this Article), and such failure shall continue unremedied for a period of (i) five (5) days after the earlier of knowledge of a Responsible Officer of the Borrower Representative of such breach or notice thereof from the... -
Page 208
...publicly declare its intention not to, or fail generally to pay its debts as they become due; or (k) (i) one or more judgments for the payment of money... for a period of 30 consecutive days during which execution shall not ...ERISA Events and events related to an employee benefit plan, including a ... -
Page 209
... (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only... -
Page 210
... set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of... -
Page 211
... within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of... -
Page 212
... United States securities laws concerning the Borrowers and their Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished... -
Page 213
... of the Secured Parties. SECTION 8.10 Flood Laws. JPMCB has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the "Flood Laws"). JPMCB, as administrative agent or... -
Page 214
... service, mailed by certified or registered mail or sent by facsimile (where a fax number is indicated below), as follows: (i) if to any Loan Party, to the Borrower Representative at: Urban Outfitters, Inc. 5000 South Broad Street Philadelphia, PA 19112 Attention: Chief Financial Officer Email... -
Page 215
... is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day of the recipient. (c) Any party hereto may change its address, facsimile number or e-mail address for notices and other... -
Page 216
... any amendment or modification of defined terms used in the determination of the Adjusted Leverage Ratio or the Borrowing Base shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone any scheduled date of payment of the principal amount of... -
Page 217
...clause (iii)), (iv) change Section 2.18(b) or (d) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender (other than any Defaulting Lender), (v) increase the advance rates set forth in the definition of Borrowing Base or add new categories of... -
Page 218
... or subordinate any Lien on assets of the type included in the Borrowing Base (other than real property) or assets related thereto described in any Security Agreement as of the date hereof. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other... -
Page 219
..., fees, costs and expenses incurred in connection with: (i) appraisals and insurance reviews; (ii) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the... -
Page 220
... Lender severally agrees to pay to the Administrative Agent, the Swingline Lender or the Issuing Bank (or any Related Party of any of the foregoing), as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is... -
Page 221
... assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information... -
Page 222
..."Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an... -
Page 223
... Lenders shall continue to deal solely and directly with such Lender in ...receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrowers' request and expense, to use... -
Page 224
... under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant... -
Page 225
... to Service of Process. (a) The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York, but giving effect to federal laws applicable to... -
Page 226
...maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure... -
Page 227
... THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. SECTION 9.13 Several Obligations... -
Page 228
... publish such tombstones and give such other customary publicity to this Agreement as each may from time to time determine in its sole discretion provided that no non-public, sensitive or trade information shall be included in any such tombstone, publication, press release or other form of publicity... -
Page 229
...any of the executed Loan Documents constitutes at any time material non-public information within the meaning of the federal and state securities laws after the date hereof, each Borrower agrees that it will promptly make such information publicly available by press release or public filing with the... -
Page 230
...release, extension, renewal, settlement, surrender, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate... relating to the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any indirect or direct ... -
Page 231
... duty to advise any Loan Party of information known to it regarding those circumstances or risks. SECTION 10.08 Termination. Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until five (5) days after it receives written... -
Page 232
... discretion exercised in good faith, that it is so required to withhold Taxes, then such Loan Party may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount... -
Page 233
... under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer,...Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time... -
Page 234
... may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give prompt written notice of such resignation to the Lenders. SECTION 11.06 Execution of Loan Documents; Borrowing Base Certificate. The Borrowers... -
Page 235
... Name: Frank Conforti Title: Chief Financial Officer URBAN OUTFITTERS WHOLESALE, INC. By /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer URBAN OUTFITTERS WEST LLC By /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer Signature Page to Credit Agreement -
Page 236
FREE PEOPLE OF PA LLC By /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer URBN PUERTO RICO RETAIL LLC By /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer Signature Page to Credit Agreement -
Page 237
... REAL ESTATE LLC By /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer UO FENWICK, INC. By /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer URBN PR HOLDING, INC. By /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer TERRAIN MERCHANDISING... -
Page 238
UO US LLC By /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer Signature Page to Credit Agreement -
Page 239
JPMORGAN CHASE BANK, N.A., individually as a Lender and as Administrative Agent, an Issuing Bank and Swingline Lender By /s/ Donna DiForio Name: Donna DiForio Title: Authorized Officer Signature Page to Credit Agreement -
Page 240
WELLS FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender and as an Issuing Bank By /s/ Michael Stavrakos Name: Michael Stavrakos Title: Assistant Vice President Signature Page to Credit Agreement -
Page 241
WELLS FARGO BANK NA, LONDON BRANCH, individually as a Lender and as an Issuing Bank By /s/ N B Hogg Name: N B Hogg Title: Authorised Signatory Signature Page to Credit Agreement -
Page 242
BANK OF AMERICA, N.A., individually as a Lender and as an Issuing Bank By /s/ Joseph Becker Name: Joseph Becker Title: Managing Director Signature Page to Credit Agreement -
Page 243
HSBC BANK USA, NATIONAL ASSOCIATION, individually as a Lender By /s/ Darren Pinsker Name: Darren Pinsker Title: SVP Signature Page to Credit Agreement -
Page 244
... to the CREDIT AGREEMENT dated as of July 1, 2015 among URBAN OUTFITTERS, INC., as the Company The Subsidiaries from time to time party hereto, as Subsidiary Borrowers The other LOAN PARTIES party hereto The LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN... -
Page 245
...") are delivered pursuant to that Credit Agreement dated as of the date hereof by and among the parties listed above (the "Agreement"). The sections of the Schedules correspond to the principal sections of the Agreement to which such schedule relates. The following Schedules are qualified in their... -
Page 246
COMMITMENT SCHEDULE Lender Commitment LC Individual Sublimit JPMorgan Chase Bank, N.A. Wells Fargo Bank, National Association Bank of America, N.A. HSBC Bank USA, National Association Total $175,000,000 $100,000,000 $ 75,000,000 $ 50,000,000 $400,000,000 $ $ $ $ $ 10,937,500 15,000,000 4,687,500... -
Page 247
SCHEDULE 3.06 DISCLOSED MATTERS None. -
Page 248
...Merchandising LLC Terrain East LLC J. Franklin Styer Nurseries, Inc. U. O. Real Estate Holding I, LLC U. O. Real Estate Holding II, LLC U. O. Real Estate LLC URBN Holding, Inc. UO US LLC Anthropologie, Inc. Urban Outfitters Wholesale, Inc. UO Fenwick, Inc. Urban Outfitters West LLC Free People of PA... -
Page 249
... to Company HK Sourcing Limited URBN Bermuda Holding Ltd URBN Bermuda Holding Partners LP URBN UK Limited Urban Outfitters Ireland Limited Urban Outfitters Belgium BVBA Urban Outfitters Germany GmbH URBN Japan GK URBN France Retail SARL URBN Italy Retail SRL URBN HK Trading Limited Urban Outfitters... -
Page 250
... Outfitters West, LLC Free People of PA, LLC UO US LLC U. O. Real Estate Holding I LLC U. O. Real Estate Holding II LLC U. O. Real Estate LLC URBN Puerto Rico Retail LLC Terrain Merchandising LLC Terrain East LLC (continued on next page) Urban Outfitters Wholesale, Inc. Urban Outfitters Wholesale... -
Page 251
... (or %) Ownership %/Shares/Par Value (if applicable) URBN Canada Retail, Inc. UO Netherlands Holding BV UO Netherlands BV UO Bermuda Limited HK Sourcing Limited URBN Bermuda Holding Ltd URBN UK Limited Urban Outfitters Ireland Limited Urban Outfitters Belgium BVBA Urban Outfitters Germany GmbH URBN... -
Page 252
... Merchandising LLC Terrain East LLC J. Franklin Styer Nurseries, Inc. U. O. Real Estate Holding I LLC U. O. Real Estate Holding II LLC U. O. Real Estate LLC URBN Holding, Inc. UO US LLC Anthropologie, Inc. Urban Outfitters Wholesale, Inc. UO Fenwick, Inc. Urban Outfitters West LLC Free People of PA... -
Page 253
... SARL URBN Italy Retail SRL URBN HK Trading Limited Urban Outfitters Denmark Urban Outfitters i Sverige AB URBN Ireland Retail Ltd URBN Netherlands Retail BV URBN Spain Retail S.L. URBN Hong Kong Retail Limited Urban Outfitters UK Limited Anthropologie UK Limited (d) Designation of Subsidiaries as... -
Page 254
SCHEDULE 3.23 CREDIT CARD AGREEMENTS 1. 2. 3. 4. Agreement for American Express® Card Acceptance, dated as of July 1, 2003, by and between American Express Travel Related Services Company, Inc. and Urban Outfitters, Inc., as amended by that certain Addendum to American Express Card Acceptance ... -
Page 255
... Agreements. Each Credit Party shall use commercially reasonable efforts for not less than sixty days following the Closing Date to obtain a Collateral Access Agreement with respect to each of the following properties: Location Address Relationship Reno Distribution Center Metropolitan Warehouse... -
Page 256
... Credit Party's name below: Credit Party Jurisdiction Urban Outfitters, Inc. Delaware Kansas Rhode Island Wisconsin Delaware Missouri New Mexico Wisconsin South Carolina Massachusetts North Carolina New York Washington Anthropologie, Inc. Urban Outfitters Wholesale, Inc. Free People of PA LLC -
Page 257
... 29, 2012, in favor of URBN Holding, Inc. in the amount of $62,500,000. Promissory Note of U. O. Real Estate LLC, dated as of April 13, 2006, in favor of UO Fenwick, Inc. in the amount of $70,000,000. Promissory Note of Urban Outfitters, Inc., Anthropologie, Inc. and Urban Outfitters Wholesale, Inc... -
Page 258
SCHEDULE 6.02 EXISTING LIENS Debtor (as shown on statement) Secured Party (as shown on statement) Jurisdiction UCC File No. File Date Urban Outfitters Inc. 5000 South Broad Street Bldg. 12 Philadelphia, PA 19112 Urban Outfitters Inc. 5000 South Broad Street Bldg. 12 Philadelphia, PA 19112 Urban ... -
Page 259
... UCC File No. File Date Urban Outfitters, Inc. 5000 South Broad Street Philadelphia, PA 19112 Urban Outfitters, Inc. 755 Brackbill Rd. Gap, PA 17527 Urban Outfitters, Inc. 5000 South Broad Street Philadelphia, PA 19112 Urban Outfitters, Inc. 98 N. 6 th St. Brooklyn, NY 11211 Urban Outfitters, Inc... -
Page 260
... of up to $3MM dollars through Jan 31, 2016, to fund the expansion of up to 4 new locations. The loan advances accumulate interest through December 31, 2017, when Pizzeria V Holdings, LLC is required to pay back the investment or Urban Outfitters can convert the amounts owed by Pizzeria V to... -
Page 261
... of UO (Bermuda) Limited, dated as of July 28, 2009, which contains prohibitions on UO Bermuda's ability to give any financial assistance, whether directly or indirectly, for the purpose of the acquisition or proposed acquisition by any person of any Shares in the Company, whether by means of loan... -
Page 262
SCHEDULE 9.01 FOREIGN CURRENCY NOTICE ADDRESS Same Notice Address as set forth in Section 9.01(i) of the Credit Agreement. -
Page 263
...: [and is an Affiliate/Approved Fund of [identify Lender]1 ] Borrowers: Administrative Agent: Credit Agreement: JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement The $400,000,000 Credit Agreement dated as of July 1, 2015 among Urban Outfitters, Inc. and certain... -
Page 264
... Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information... -
Page 265
... Title: [Consented to and Accepted: [ ], as Issuing Bank By Title:]4 [Consented to:]5 URBAN OUTFITTERS, INC., as Borrower Representative By Title: 4 5 To be added only if there are additional Issuing Banks under the Credit Agreement To be added only if the consent of the Borrower Representative is... -
Page 266
... the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own... -
Page 267
...of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. -
Page 268
EXHIBIT B [FORM OF] BORROWING BASE CERTIFICATE -
Page 269
-
Page 270
-
Page 271
-
Page 272
EXHIBIT C RESERVED -
Page 273
... Described Below This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of July 1, 2015 (as amended, modified, renewed or extended from time to time, the "Agreement") among Urban Outfitters, Inc. (the "Company") and certain of its subsidiaries (collectively... -
Page 274
... such change on the attached financial statements: The foregoing certifications, together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of , . URBAN OUTFITTERS, INC... -
Page 275
... of Law applicable to such Subsidiary (e) Any cancellation of Indebtedness income for such period: 1. Plus: (a) Interest Expense on all Indebtedness (including Capital Leases) including commissions, discounts, fees and charges on letters of credit and net costs under interest rate Swap Agreements... -
Page 276
... (other than asset sales effected in the ordinary course of business) (h) Costs, fees and expenses incurred in connection with the Transactions Minus: (i) Federal, state, local and foreign income tax credits (j) non-recurring non-cash items increasing Net Income (including without limitation... -
Page 277
(v) Restricted Payments paid in cash during such period (other than pursuant to Section 6.08(a)(ii) of the Agreement) plus (vi) Capital Lease Obligations paid in cash for such period Total Fixed Charges 7. Fixed Charge Coverage Ratio: (5/6)= Fixed Charge Coverage Covenant $ [ , , ] to [ ] -
Page 278
...the period of four (4) consecutive fiscal quarters Adjusted Leverage Ratio 2. 3. Applicable Rate Tier: [ ]2 Average Quarterly Availability: ((i)-(ii))/(iii)= (i) lesser of Aggregate Commitments and Borrowing Base at such time: (ii) the Aggregate Credit Exposure at such time: (iii) days in applicable... -
Page 279
EXHIBIT E RESERVED -
Page 280
... as administrative agent (the "Administrative Agent") under that certain Credit Agreement dated as of July 1, 2015 (as the same may be amended, modified, extended or restated from time to time, the "Credit Agreement") among Urban Outfitters, Inc. and certain of its subsidiaries (collectively, the... -
Page 281
... THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first... -
Page 282
... Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of July 1, 2015 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Urban Outfitters, Inc. and certain of its subsidiaries (collectively... -
Page 283
... That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of July 1, 2015 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Urban Outfitters, Inc. and certain of its subsidiaries... -
Page 284
... Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of July 1, 2015 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Urban Outfitters, Inc. and certain of its subsidiaries... -
Page 285
... Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of July 1, 2015 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Urban Outfitters, Inc. and certain of its subsidiaries... -
Page 286
... I LLC U.O. Real Estate Holding II LLC Urban Outfitters Denmark (Branch of URBN UK Limited, UK) Urban Outfitters I Sverige AB URBN Netherlands Retail BV Urban Outfitters Belgium BVBA Urban Outfitters Germany GmbH HK Sourcing Limited URBN HK Trading Limited Terrain Merchandising LLC Terrain East LLC... -
Page 287
... URBN US LLC URBN Finance UK Limited URBN FNB Holdings LLC URBN Mt. Vernon AS LLC URBN Waverly Amis LLC URBN 640 Osteria LLC URBN NVY LoSp LLC URBN VP Holdings LLC URBN Callowhill LLC URBN Chancellor LLC URBN Guadalupe LLC URBN 14 th Street LLC United Kingdom Delaware United Kingdom Pennsylvania... -
Page 288
... reports dated March 31, 2016, relating to the consolidated financial statements of Urban Outfitters, Inc. and subsidiaries, and the effectiveness of Urban Outfitters, Inc. and subsidiaries' internal control over financial reporting, appearing in this Annual Report on Form 10-K of Urban Outfitters... -
Page 289
... report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ RICHARD A. HAYNE Richard A. Hayne (Principal Executive Officer) Date: March 31, 2016 -
Page 290
...report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ FRANCIS J. CONFORTI Francis J. Conforti (Chief Financial Officer) Date: March 31, 2016 -
Page 291
...Exchange 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: March 31, 2016 By: /s/ RICHARD A. HAYNE Richard A. Hayne (Principal Executive Officer) -
Page 292
... 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: March 31, 2016 By: /s/ FRANCIS J. CONFORTI Francis J. Conforti (Chief Financial Officer) -
Page 293