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, 1999
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)
TABLE OF CONTENTS
Page No.
--------
Independent auditors' reports............................................... 3
Financial statements:
Statements of net assets available for benefits -
December 31, 1999 and 1998......................................... 5
Statement of changes in net assets available for benefits -
year ended December 31, 1999....................................... 6
Notes to financial statements.......................................... 7
Financial schedule:
Schedule of assets held for investment purposes at
December 31, 1999.................................................. 11
Signature................................................................... 12
Exhibits.................................................................... 13
-2-
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 statement 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, 1999 and the
related statement of changes in net assets available for benefits for the year
then ended. 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. The statement 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, 1998 was
audited by other auditors whose report dated June 14, 1999 expressed an
unqualified opinion on that statement.
We conducted our audit in accordance with generally accepted auditing standards.
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 1999 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, 1999 and the changes in its net
assets available for benefits for the year then ended in conformity with
generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements for 1999 taken as a whole. The supplemental information
included in the schedule of assets held for investment purposes at December 31,
1999 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 for 1999 and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements for 1999
taken as a whole.
Mantas, Ohliger, McGary & Quinn, P.C.
King of Prussia, PA
June 28, 2000
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Urban Outfitters, Inc. Profit-Sharing Fund
In our opinion, the accompanying statement of net assets available for benefits
presents fairly, in all material respects, the net assets available for benefits
of the Urban Outfitters, Inc. Profit-Sharing Fund ("the Plan") at December 31,
1998 in conformity with accounting principles generally accepted in the United
States. This financial statement is the responsibility of the Plan's management;
our responsibility is to express an opinion on this financial statement based on
our audit. We conducted our audit of this statement in accordance with auditing
standards generally accepted in the United States, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for the opinion expressed
above. We have not audited the financial statements of the Plan for any period
subsequent to December 31, 1998.
PricewaterhouseCoopers LLP
Philadelphia, PA
June 14, 1999
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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
DECEMBER 31, 1999 AND 1998
ASSETS
1999 1998
---------- ----------
Investments, at fair value:
Urban Outfitters, Inc. common stock $2,438,184(a) $1,561,157(a)
Shares of registered investment companies:
BlackRock Money Market Fund 526,272(a) --
Janus Mercury Fund 97,548 --
Janus Growth and Income Fund 60,776 --
Other 156,937 --
Cash -- 42
Participant loans 3,582 --
---------- ----------
3,283,299 1,561,199
---------- ----------
Contributions receivable:
Participants 45,842 --
Employer 9,051 198,000
---------- ----------
54,893 198,000
---------- ----------
Total assets 3,338,192 1,759,199
---------- ----------
LIABILITIES
Total liabilities - accrued administrative fees 24,736 3,338
---------- ----------
Net assets available for benefits $3,313,456 $1,755,861
========== ==========
- ----------
(a) represents 5% or more of net assets available for benefits.
The accompanying notes are an integral part of these financial statements.
-5-
URBAN OUTFITTERS 401(k) SAVINGS PLAN
(KNOWN AS URBAN OUTFITTERS, INC.
PROFIT-SHARING FUND PRIOR TO JULY 1, 1999)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1999
ADDITIONS
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $1,050,257
Interest and dividends 16,201
----------
1,066,458
----------
Contributions:
Participants 694,171
Employer 124,273
Rollovers from other plans 47,184
----------
865,628
----------
Total additions 1,932,086
----------
DEDUCTIONS
Deductions from net assets attributed to:
Benefits paid to participants 342,737
Administrative expenses 31,754
----------
Total deductions 374,491
----------
Net increase 1,557,595
Net assets available for benefits:
Beginning 1,755,861
----------
Ending $3,313,456
==========
The accompanying notes are an integral part of these financial statements.
-6-
URBAN OUTFITTERS 401(k) SAVINGS PLAN
(KNOWN AS URBAN OUTFITTERS, INC.
PROFIT-SHARING FUND PRIOR TO JULY 1, 1999)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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, 1999, the
employer made matching contributions equal to 25% of the first 6% of
an employees deferral amount. No additional discretionary
contributions were made. Prior to July 1, 1999, contributions could
only be made if the Company had profits; and the Company determined
the amount of its contributions on a year to year basis. Additionally,
the Company contribution was able to be made in cash or in stock of
Urban Outfitters, Inc. However, if contributions were made in cash,
they were immediately invested in Urban Outfitters, Inc. stock. In
1998, the Company made a discretionary contribution to the Plan in the
amount of $198,000.
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
-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)
YEARS ENDED DECEMBER 31, 1999 AND 1998
1. Description of Plan (continued):
Participant accounts (continued):
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.
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 were
33% vested after three years of service, 66% vested after four years
of service and 100% vested after five years of service. If the
participant was employed with the Company on June 30, 1999, they
became 100% vested.
Forfeitures:
Forfeited Company contributions are used first to offset the
administrative expenses of the Plan and then, to reduce the employer's
contributions for such plan year. At December 31, 1999 net assets
available for benefits include approximately $52,000 of forfeited
balances.
Participant loans:
Participants may borrow from their vested accounts a minimum of $500
and 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
-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)
YEARS ENDED DECEMBER 31, 1999 AND 1998
1. Description of Plan (continued):
Payment of benefits (continued):
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 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.
At December 31, 1999, approximately $284,000 of the Plan's assets are
allocated to the accounts of persons who have terminated employment
with the Company but have not withdrawn from the Plan.
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 generally
accepted accounting principles 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
-9-
URBAN OUTFITTERS 401(k) SAVINGS PLAN
(KNOWN AS URBAN OUTFITTERS, INC.
PROFIT-SHARING FUND PRIOR TO JULY 1, 1999)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
2. Summary of significant accounting policies (continued):
Valuation of investments (continued):
market volatility which could have a material effect on participant
account balances.
Net appreciation in fair value of investments:
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation 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.
3. Net appreciation in fair value of investments:
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value as follows:
Amount
----------
Urban Outfitters, Inc. common stock $ 995,627
Registered investment companies 54,630
----------
$1,050,257
==========
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,
--------------------------
Net assets: 1999 1998
---------- ----------
Urban Outfitters, Inc. common stock $2,407,947 $1,561,157
Cash -- 42
Employer contribution receivable -- 198,000
Accrued administrative fees -- (3,338)
---------- ----------
$2,407,947 $1,755,861
========== ==========
Year ended
Changes in net assets: December 31, 1999
-----------------
Net appreciation $ 990,058
Interest 2,195
Benefits paid to participants (333,150)
Administrative expenses (7,017)
----------
$ 652,086
==========
5. 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.
6. 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.
-10-
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 December 31, 1999
Attachment for Schedule H, Line 4i
(a) (b) Identity of issue, (c) Description of investment including maturity date,
borrower, lessor, or rate of interest, collateral, par, (e) Current
similar party or maturity value (d) Cost value
- ---------------------------- ------------------------------------------------------ --------- ----------
*** Urban Outfitters, Inc. Common stock 1,173,415 2,438,184
PNC Bank Pooled American Century Ultra Fund 10,397 12,362
PNC Bank Pooled American Century Equity Growth Fund 3,888 4,203
PNC Bank Pooled American Century GNMA Fund 3,845 3,803
PNC Bank Pooled American Century Income and Growth Fund 7,890 8,568
PNC Bank Pooled Fidelity Advisor Gov't Investment Fund 5,597 5,515
PNC Bank Pooled Janus Fund 31,641 33,882
PNC Bank Pooled Janus Fund Growth and Income Fund 51,476 60,776
PNC Bank Pooled Janus Mercury Fund 78,828 97,548
PNC Bank Pooled Janus Worldwide Fund 37,790 47,239
PNC Bank Pooled BlackRock Index Equity Portfolio 32,793 35,352
PNC Bank Pooled BlackRock Money Market Fund 520,025 526,272
PNC Bank Pooled BlackRock Small Cap Growth Equity Portfolio 4,790 6,013
Participant loans Prime + 1% 0 3,582
- ----------
*** Party-in-interest
-11
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 28, 2000 By: /s/ Melanie Kirk
------------------
Melanie Kirk
Plan Administrator
-12-
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 June 28, 2000 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 appears in this Form 11-K.
Mantas, Ohliger, McGary & Quinn, P.C.
King of Prussia, PA
June 28, 2000
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
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 June 14, 1999 relating to the financial statement of Urban Outfitters,
Inc. Profit-Sharing Fund which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Philadelphia, PA
June 28, 2000