SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number 0-16999
A. Full title of the plan and address of the plan, if different from
that of the issuer named below:
Urban Outfitters 401(k) Savings Plan
(known as Urban Outfitters, Inc.
Profit-Sharing Fund prior to July 1, 1999)
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Urban Outfitters, Inc.
1809 Walnut Street
Philadelphia, PA 19103
URBAN OUTFITTERS 401(k) SAVINGS PLAN
(KNOWN AS URBAN OUTFITTERS, INC.
PROFIT-SHARING FUND PRIOR TO JULY 1, 1999)
YEAR ENDED DECEMBER 31, 2000
CONTENTS
Page(s)
Independent auditors' report 1
Financial statements:
Statements of net assets available for benefits 2
Statement of changes in net assets available for benefits 3
Notes to financial statements 4-9
Financial schedule:
Schedule of assets held for investment purposes at end of year 10
Independent Auditors' Report
----------------------------
To the Participants and Administrator of
Urban Outfitters 401(k) Savings Plan
(known as Urban Outfitters, Inc.
Profit-Sharing Fund prior to July 1, 1999)
Philadelphia, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of Urban Outfitters 401(k) Savings Plan (known as Urban Outfitters, Inc. Profit-
Sharing Fund prior to July 1, 1999) as of December 31, 2000 and 1999 and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2000. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Urban Outfitters
401(k) Savings Plan (known as Urban Outfitters, Inc. Profit-Sharing Fund prior
to July 1, 1999) as of December 31, 2000 and 1999 and the changes in its net
assets available for benefits for the year ended December 31, 2000 in conformity
with accounting principles generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included in
the schedule of assets held for investment purposes at end of year is presented
for the purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule is the
responsibility of the Plan's management. The information in the Schedule has
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Mantas, Ohliger, McGary & Quinn, P.C.
King of Prussia, Pennsylvania
May 9, 2001
1
URBAN OUTFITTERS 401(k) SAVINGS PLAN
(KNOWN AS URBAN OUTFITTERS, INC.
PROFIT-SHARING FUND PRIOR TO JULY 1, 1999)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
ASSETS
December 31,
-----------------------------------
2000 1999
----------- ------------
Investments, at fair value:
Urban Outfitters, Inc. common stock $ 597,590 (a) $ 2,438,184 (a)
Shares of registered investment companies:
American Century Income and Growth Fund 53,589 8,568
BlackRock Index Equity Fund 96,780 35,352
BlackRock Money Market Fund 901,885 (a) 526,272 (a)
BlackRock Small Cap Growth Equity Fund 55,152 6,789
Janus Fund 168,427 (a) 33,882
Janus Growth and Income Fund 213,328 (a) 60,776
Janus Mercury Fund 284,534 (a) 97,548
Janus Worldwide Fund 148,292 (a) 47,239
Other 109,358 25,107
Participant loans 35,512 3,582
----------- ------------
2,664,447 3,283,299
----------- ------------
Contributions receivable:
Participants 41,801 45,842
Employer 8,302 9,051
----------- ------------
50,103 54,893
----------- ------------
Total assets 2,714,550 3,338,192
----------- ------------
LIABILITIES
Liabilities:
Accrued administrative fees 18,376 24,736
Refundable contributions 56,383
----------- -----------
Total liabilities 74,759 24,736
----------- -----------
Net assets available for benefits $ 2,639,791 $ 3,313,456
=========== ===========
(a) represents 5% or more of net assets available for benefits.
The accompanying notes are an integral part of these financial statements.
2
URBAN OUTFITTERS
401(k) SAVINGS PLAN
(KNOWN AS URBAN OUTFITTERS, INC.
PROFIT-SHARING FUND PRIOR TO JULY 1, 1999)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
ADDITIONS
Year ended December 31,
2000
-----------
Additions to net assets attributed to:
Investment income, interest and dividends $ 101,461
-----------
Contributions:
Participants 1,278,556
Employer 255,909
Rollovers from other plans 157,689
-----------
1,692,154
-----------
Total additions 1,793,615
-----------
DEDUCTIONS
Deductions from net assets attributed to:
Net depreciation in fair value of investments 2,014,675
Benefits paid to participants 403,864
Administrative expenses 48,741
-----------
Total deductions 2,467,280
-----------
Net decrease (673,665)
Net assets available for benefits:
Beginning 3,313,456
-----------
Ending $ 2,639,791
===========
The accompanying notes are an integral part of these financial statements.
3
URBAN OUTFITTERS 401(k) SAVINGS PLAN
(KNOWN AS URBAN OUTFITTERS, INC.
PROFIT-SHARING FUND PRIOR TO JULY 1, 1999)
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2000
1. Description of Plan:
Effective July 1, 1999, the Urban Outfitters, Inc. (the "Company") Profit-
Sharing Fund was amended and restated to allow eligible employees to make
elective deferrals under Section 401(k) of the Internal Revenue Code (the
"Code"), allow the Company to provide matching contributions under Section
401(m) of the Code, and change the name to the Urban Outfitters 401(k)
Savings Plan. As a result of the change, all participants who were in the
employ of Urban Outfitters, Inc. at June 30, 1999 became fully vested in
their accounts.
The following description of the Urban Outfitters, Inc. 401(k) Savings Plan
(the "Plan") provides only general information. Participants should refer
to the Plan documents for a more complete description of the Plan's
provisions.
General:
The Plan is a defined contribution 401(k) plan covering all employees who
have completed six months of service and have attained age 18. It is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
Contributions:
Participants may elect to contribute 1% to 20% of their eligible
compensation, as defined, to the Plan, subject to certain limitations as
outlined in the Plan.
The Company may make matching contributions (allocated based on
participant contributions for the year) and additional discretionary
contributions (allocated based on participant compensation). To be
eligible for employer contributions, a participant must have completed one
year of service. For the year ended December 31, 2000 and the period from
July 1, 1999 through December 31, 1999, the Company made matching
contributions equal to 25% of the first 6% of an employee's deferral
amount. No additional discretionary contributions were made.
Participant accounts:
Each participant's account is credited with the participant's elective and
rollover contributions and an allocation of the Company's contribution and
Plan investment earnings, and charged with withdrawals and distributions
and a share of Plan investment losses. The benefit to which a participant
is entitled is the benefit that can be provided from the participant's
vested account. Effective July 1, 1999, for other than holdings of Urban
Outfitters, Inc. common stock as of June 30, 1999 and Company
discretionary contributions which will be used to purchase Urban
Outfitters, Inc. common stock, participants are able to direct the
investment of their accounts, including the purchase of additional shares
of Urban Outfitters, Inc. common stock. Participants may change their
self-directed investment options at any time.
4
URBAN OUTFITTERS 401(k) SAVINGS PLAN
(KNOWN AS URBAN OUTFITTERS, INC.
PROFIT-SHARING FUND PRIOR TO JULY 1, 1999)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 2000
1. Description of Plan (continued):
Vesting:
Participants are immediately vested in their contributions plus or minus
actual earnings or losses thereon. Vesting in the Company's contributions
is graded over five years of credited service. Participants become 100%
vested if separated from service on account of retirement, death or
disability.
Participants of the Urban Outfitters, Inc. Profit-Sharing Fund became 100%
vested if they were employed with the Company on June 30, 1999.
Forfeitures:
Forfeited Company contributions are used first to pay the administrative
expenses of the Plan and then to reduce the Company's contributions for
such plan year. Net assets available for benefits include forfeited
balances of approximately $48,000 at December 31, 2000 and $52,000 at
December 31, 1999.
Participant loans:
Participants may borrow from their vested accounts a minimum of $500 and
up to a maximum equal to the lesser of $50,000 or 50% of the value of the
participant's vested interest in their account. Loan terms range from one
to five years, or up to fifteen years for the purchase of a residence.
The loans are secured by the balance in the participant's account and bear
interest at prime plus 1%. Principal and interest are paid ratably
through payroll deductions.
Payment of benefits:
A participant who separates from service before retirement, death or
disability may request early payment of their vested benefits. Benefits
are paid as soon as administratively feasible following the date on which
a distribution is requested. A participant whose vested account exceeds
$5,000 may elect to defer the payment of benefits until April 1 of the
calendar year following the attainment of age 70 1/2.
Separated participants may request an in-kind distribution of the portion
of their vested account invested in Urban Outfitters, Inc. stock.
Participants, upon attainment of age 59 1/2, may elect to receive in-
service distributions. Hardship withdrawals are also permitted.
Plan assets allocated to the accounts of persons who have terminated
employment with the Company but have not withdrawn from the Plan
approximated $264,000 at December 31, 2000 and $284,000 at December 31,
1999.
5
URBAN OUTFITTERS 401(k) SAVINGS PLAN
(KNOWN AS URBAN OUTFITTERS, INC.
PROFIT-SHARING FUND PRIOR TO JULY 1, 1999)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 2000
2. Summary of significant accounting policies:
Basis of accounting:
The financial statements of the Plan are prepared using the accrual basis
of accounting.
Use of estimates:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of additions and deductions during the reporting period. Actual
results could differ from those estimates.
Payment of benefits:
Benefits are recorded when paid.
Valuation of investments:
The Plan's investments are stated at fair value and are maintained by PNC
Bank, N.A. Urban Outfitters, Inc. common stock is stated at fair value
using quoted market prices from a national securities exchange. Shares of
registered investment companies are valued at quoted market prices which
represent the net asset value of shares held by the Plan at year end.
Participant loans are valued at cost which approximates fair value.
Investments subject the Plan to a concentration of market risk.
Investments are subject to market volatility which could have a material
effect on participant account balances.
Net appreciation/depreciation in fair value of investments:
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation/depreciation in the fair value of its
investments which consists of the realized gains or losses and the
unrealized appreciation or depreciation on these investments.
Administrative expenses:
The Company provides participant data services to the Plan at no charge.
The Plan pays all administrative expenses.
6
URBAN OUTFITTERS 401(k) SAVINGS PLAN
(KNOWN AS URBAN OUTFITTERS, INC.
PROFIT-SHARING FUND PRIOR TO JULY 1, 1999)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 2000
3. Net depreciation in fair value of investments:
During 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value as follows:
Amount
--------------
Urban Outfitters, Inc. common stock, $ 1,722,229
nonparticipant-directed
Urban Outfitters, Inc. common stock,
participant-directed 37,221
Registered investment companies 255,225
--------------
$ 2,014,675
==============
4. Nonparticipant-directed investments:
Information about the net assets and the significant components of the
changes in net assets relating to nonparticipant-directed investments is as
follows:
December 31,
--------------------------------
2000 1999
-------------- -------------
Urban Outfitters, Inc. common stock $ 549,734 $2,407,947
-------------- -------------
$ 549,734 $2,407,947
============== =============
Year ended December 31,
2000
-------------------
Changes in net assets:
Net depreciation $ (1,722,229)
Benefits paid to participants (106,502)
Transfer of pre July 1, 1999
forfeitures to other funds (29,482)
-------------------
$ (1,858,213)
===================
7
URBAN OUTFITTERS 401(k) SAVINGS PLAN
(KNOWN AS URBAN OUTFITTERS, INC.
PROFIT-SHARING FUND PRIOR TO JULY 1, 1999)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 2000
5. Excess contributions:
Contributions received from participants for 2000 have been reduced by, and
refundable contributions at December 31, 2000 include, $56,383 refunded in
February 2001 to certain active participants to return to them excess
deferral contributions as required to satisfy the relevant
nondiscrimination provisions of the Plan.
Benefit distributions of $403,864 for the plan year ended December 31, 2000
include payments of $36,009 made to certain active participants to return
to them excess deferral contributions as required to satisfy the relevant
nondiscrimination provisions of the Plan for the prior year.
6. Plan termination:
Although they have not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
plan termination, participants will become 100% vested in their accounts.
7. Tax status:
The Plan has not yet received a determination letter from the Internal
Revenue Service stating that the Plan, as designed, is in compliance with
the applicable requirements of the Internal Revenue Code. However, the
Plan administrator and the Plan's tax counsel believe that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
Prior to July 1, 1999, the Internal Revenue Service had determined and
informed the Company by a letter dated October 13, 1994 that the Plan was
designed in accordance with the applicable requirements of the Internal
Revenue Code.
8
URBAN OUTFITTERS 401(k) SAVINGS PLAN
(KNOWN AS URBAN OUTFITTERS, INC.
PROFIT-SHARING FUND PRIOR TO JULY 1, 1999)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 2000
8. Reconciliation of financial statements to Form 5500:
The following is a reconciliation of net assets available for benefits per
the financial statements at December 31, 2000 to Form 5500:
Amount
----------
Net assets available for benefits per the
financial statements $2,639,791
Amounts allocated for refundable contributions
at December 31, 2000 56,383
----------
Net assets available for benefits per Form 5500 $2,696,174
==========
The following is a reconciliation of participant contributions per the
financial statements for the year ended December 31, 2000 to Form 5500:
Amount
----------
Participant contributions per the financial
statements $1,278,556
Add: Amounts allocated for refundable
contributions at December 31, 2000 56,383
----------
Participant contributions per Form 5500 $1,334,939
==========
Amounts allocated for refundable contributions to certain participants of
the Plan are recorded as a liability of the Plan at December 31, 2000, but
had not been paid as of that date.
9
Plan Name: Urban Outfitters 401(k) Savings Plan Plan Number: 002
Plan Sponsor: Urban Outfitters, Inc. EIN: 23-2003332
Schedule of Assets Held for Investment Purposes at End of Year
Attachment for Schedule H, Line 4i
- -----------------------------------------------------------------------------------------------------------------------------------
(a) (b) Identity of issue, borrower, (c) Description of investment (d) Cost (e) Current value
lessor, or similar party including maturity date, rate
of interest, collateral, par,
or maturity value
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
*** Urban Outfitters, Inc. Common stock 985,123 593,641
- ---------------------------------------------------------------------------------------------------------------------------------
*** Urban Outfitters, Inc. Stock Liquidity Fund 3,949 3,949
- ---------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled American Century Ultra Fund 54,758 43,289
- ---------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled American Century Equity Growth Fund 27,082 23,727
- ---------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled American Century GNMA Fund 18,051 17,868
- ---------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled American Century Income and Growth Fund 56,959 53,589
- ---------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled Fidelity Advisor Gov't Investment Fund 24,121 24,474
- ---------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled Janus Fund 217,660 168,427
- ---------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled Janus Growth and Income Fund 248,554 213,328
- ---------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled Janus Mercury Fund 386,428 284,534
- ---------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled Janus Worldwide Fund 188,014 148,292
- ---------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled BlackRock Index Equity Fund 103,421 96,780
- ---------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled BlackRock Money Market Fund 901,885 901,885
- ---------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled BlackRock Small Cap Growth Equity Fund 73,140 55,152
- ---------------------------------------------------------------------------------------------------------------------------------
Participant loans Prime + 1% 0 35,512
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
*** Party-in-interest
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other person(s) who administer(s) the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
URBAN OUTFITTERS
401(k) SAVINGS PLAN
Date: June 25, 2001 By: /s/ Stephen A. Feldman
------------------
Stephen A. Feldman
Plan Administrator
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-84333) of Urban Outfitters, Inc. of our report
dated May 9, 2001 relating to the financial statements and financial schedule of
Urban Outfitters 401(k) Savings Plan (known as Urban Outfitters, Inc. Profit-
Sharing Fund prior to July 1, 1999) which appear in this Form 11-K.
Mantas, Ohliger, McGary & Quinn, P.C.
King of Prussia, Pennsylvania
June 25, 2001
