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, 2001
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
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
YEAR ENDED DECEMBER 31, 2001
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
Exhibit 23.1 - Consent of independent auditors
Independent Auditors' Report
To the Participants and Administrator of
Urban Outfitters 401(k) Savings Plan
Philadelphia, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of Urban Outfitters 401(k) Savings Plan as of December 31, 2001 and 2000 and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2001. 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 as of December 31, 2001 and 2000 and the changes in its net
assets available for benefits for the year ended December 31, 2001 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 23, 2002
1
URBAN OUTFITTERS 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
ASSETS
December 31,
--------------------------------------
2001 2000
----------------- ----------------
Investments, at fair value:
Urban Outfitters, Inc. common stock $ 1,826,824 (a) $ 597,590 (a)
Shares of registered investment companies:
American Century Income and Growth Fund 109,941 53,589
American Century Ultra Fund 82,516 43,289
BlackRock Index Equity Class A Fund 161,869
BlackRock Index Equity Fund 96,780
BlackRock Money Market Fund 1,246,863 (a) 901,885 (a)
BlackRock Small Cap Growth Equity Class A Fund 76,145
BlackRock Small Cap Growth Equity Fund 55,152
Janus Adviser Capital Appreciation Fund 371,241 (a)
Janus Adviser Growth and Income Fund 344,835 (a)
Janus Adviser Growth Fund 246,065
Janus Adviser Worldwide Fund 259,008 (a)
Janus Fund 168,427 (a)
Janus Growth and Income Fund 213,328 (a)
Janus Mercury Fund 284,534 (a)
Janus Worldwide Fund 148,292 (a)
Other 198,321 66,069
Participant loans 83,876 35,512
------------- ------------
5,007,504 2,664,447
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Contributions receivable:
Participants 48,614 41,801
Employer 9,397 8,302
------------- ------------
58,011 50,103
------------- ------------
Total assets 5,065,515 2,714,550
------------- ------------
LIABILITIES
Liabilities:
Accrued administrative fees 16,752 18,376
Refundable contributions 88,724 56,383
------------- ------------
Total liabilities 105,476 74,759
------------- ------------
Net assets available for benefits $ 4,960,039 $ 2,639,791
============= ============
(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
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
ADDITIONS
Year ended December 31,
2001
-----------------
Additions to net assets attributed to:
Investment income, interest and dividends $ 53,546
Net appreciation in fair value of investments 919,719
-----------------
973,265
-----------------
Contributions:
Participants 1,365,535
Employer 271,833
Rollovers from other plans 144,837
-----------------
1,782,205
-----------------
Total additions 2,755,470
-----------------
DEDUCTIONS
Deductions from net assets attributed to:
Benefits paid to participants 397,381
Administrative expenses 37,841
-----------------
Total deductions 435,222
-----------------
Net increase 2,320,248
Net assets available for benefits:
Beginning 2,639,791
-----------------
Ending $ 4,960,039
=================
The accompanying notes are an integral part of these financial statements.
3
URBAN OUTFITTERS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001
1. Description of Plan:
The following description of the Urban Outfitters, Inc. (the "Company")
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 continuous service. For the year ended December
31, 2001, the Company made matching contributions equal to 25% of the
first 6% of an employee's compensation deferred under the Plan. 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 non-participant directed 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.
4
URBAN OUTFITTERS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 2001
1. Description of Plan (continued):
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. During the year ended December 31,
2001, $9,601 of forfeitures were used to reduce employer
contributions. Net assets available for benefits include forfeited
balances of approximately $34,000 at December 31, 2001 and $48,000 at
December 31, 2000.
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 the prime rate 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 $620,000 at December 31, 2001 and $264,000 at 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.
5
URBAN OUTFITTERS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 2001
2. Summary of significant accounting policies (continued):
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 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 net 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.
Reclassification:
Certain items included in the 2000 financial statements have been
reclassified to conform to the 2001 presentation.
6
URBAN OUTFITTERS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 2001
3. Net appreciation in fair value of investments:
During 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
Year ended December 31,
2001
-----------------------
Urban Outfitters, Inc. common stock,
nonparticipant-directed $ 982,525
Urban Outfitters, Inc. common stock,
participant-directed 247,869
Registered investment companies (310,675)
------------
$ 919,719
============
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,
----------------------------
2001 2000
----------- ----------
Urban Outfitters, Inc. common stock $ 1,441,275 $ 549,734
=========== ==========
Year ended December 31,
2001
-----------------------
Changes in net assets:
Net appreciation $ 982,525
Benefits paid to participants (62,103)
Transfer of pre-July 1, 1999
forfeitures to other funds (28,881)
---------
$ 891,541
=========
7
URBAN OUTFITTERS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 2001
5. Excess contributions:
Contributions received from participants for 2001 and 2000 have been
reduced by, and refundable contributions at December 31, 2001 and 2000
include, $88,724 refunded in March 2002 and $56,383 refunded in
February 2001 to return excess deferral contributions to certain active
participants in order to satisfy the relevant nondiscrimination
provisions of the Plan.
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.
8. Reconciliation of financial statements to Form 5500:
The following is a reconciliation of net assets available for benefits
per the financial statements to Form 5500:
December 31,
------------------------
2001 2000
----------- ----------
Net assets available for benefits per
the financial statements $ 4,960,039 $2,639,791
Amounts allocated for refundable
contributions 88,724 56,383
----------- ----------
Net assets available for benefits per Form 5500 $ 5,048,763 $2,696,174
=========== ==========
8
URBAN OUTFITTERS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 2001
8. Reconciliation of financial statements to Form 5500 (continued):
The following is a reconciliation of participant contributions per the
financial statements to Form 5500:
Year ended December 31,
2001
-----------------------
Participant contributions per
the financial statements $ 1,365,535
Add: Amounts allocated for refundable
contributions as December 31, 2001 88,724
----------------
Participant contributions per Form 5500 $ 1,454,259
================
Amounts reported as refundable contributions at December 31, 2000 in
the amount of $56,383 are reflected as corrective distributions on the
income and expense statement in the 2001 Form 5500.
Amounts allocated for refundable contributions to certain participants
of the Plan were recorded as a liability of the Plan at December 31,
2001 and 2000, but had not been paid as of those dates.
9
Plan Name: Urban Outfitters 401(k) Savings Plan Plan Number: 002
Plan Sponsor: Urban Outfitters, Inc. EIN: 23-2003332
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Schedule of Assets Held for Investment Purposes at End of Year
December 31, 2001
Attachment for Schedule H, Line 4i
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(a) (b) Identity of issue, (c) Description of investment including maturity date, rate of (d) Cost (e) Current value
borrower, lessor, or interest, collateral, par, or maturity value
similar party
- ------------------------------------------------------------------------------------------------------------------------------------
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*** Urban Outfitters, Inc. Common stock 989,367 1,826,824
- ------------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled American Century Ultra Fund 91,445 82,516
- ------------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled American Century Income and Growth Fund 119,284 109,941
- ------------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled American Century GNMA Fund 67,351 67,066
- ------------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled American Century Equity Growth Fund 57,311 51,772
- ------------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled Fidelity Adviser Gov't Investment Fund 79,159 79,483
- ------------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled Janus Adviser Capital Appreciation Fund 365,980 371,241
- ------------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled Janus Adviser Growth Fund 243,641 246,065
- ------------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled Janus Adviser Growth and Income Fund 341,093 344,835
- ------------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled Janus Adviser Worldwide Fund 254,535 259,008
- ------------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled BlackRock Index Equity Class A Fund 160,676 161,869
- ------------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled BlackRock Money Market Fund 1,246,863 1,246,863
- ------------------------------------------------------------------------------------------------------------------------------------
PNC Bank Pooled BlackRock Small Cap Growth Equity Class A Fund 73,375 76,145
- ------------------------------------------------------------------------------------------------------------------------------------
Participant loans Prime + 1% 0 83,876
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***Party-in-interest
10
SIGNATURE
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 27, 2002 By: /s/ Stephen A. Feldman
------------------
Stephen A. Feldman
Plan Administrator
11
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 23, 2002 relating to the financial statements and financial schedule
of Urban Outfitters 401(k) Savings Plan, which appear in this Form 11-K.
Mantas, Ohliger McGary & Quinn, P.C.
King of Prussia, Pennsylvania
June 27, 2002
