Not For Sale - Cengage Learning

Not For Sale
Appendix 4 Financial Statement Information: Abercrombie & Fitch 745
ABERCROMBIE & FITCH CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)
The Rights are initially attached to the shares of Common Stock. The Rights will separate from the Common Stock after a
Distribution Date occurs. The “Distribution Date” generally means the earlier of (i) the close of business on the 10th day after the
date (the “Share Acquisition Date”) of the first public announcement that a person or group (other than A&F or any of A&F’s subsidiaries
or any employee benefit plan of A&F or of any of A&F’s subsidiaries) has acquired beneficial ownership of 20% or more of
A&F’s outstanding shares of Common Stock (an “Acquiring Person”), or (ii) the close of business on the 10th business day (or such
later date as A&F’s Board of Directors may designate before any person has become an Acquiring Person) after the date of the commencement
of a tender or exchange offer by any person which would, if consummated, result in such person becoming an Acquiring
Person. The Rights are not exercisable until the Distribution Date. After the Distribution Date, each whole Right may be exercised
to purchase, at an initial exercise price of $250, one one-thousandth of a share of Series A Participating Cumulative Preferred Stock.
At any time after any person becomes an Acquiring Person, but before the occurrence of any of the events described in the
immediately following paragraph, each holder of a Right, other than the Acquiring Person and certain affiliated persons, will be entitled
to purchase, upon exercise of the Right, shares of Common Stock having a market value of twice the exercise price of the Right.
At any time after any person becomes an Acquiring Person, but before any person becomes the beneficial owner of 50% or more of
the outstanding shares of Common Stock or the occurrence of any of the events described in the immediately following paragraph,
A&F’s Board of Directors may exchange all or part of the Rights, other than Rights beneficially owned by an Acquiring Person and
certain affiliated persons, for shares of Common Stock at an exchange ratio of one share of Common Stock per 0.50 Right.
If, after any person has become an Acquiring Person, (i) A&F is involved in a merger or other business combination transaction
in which A&F is not the surviving corporation or A&F’s Common Stock is exchanged for other securities or assets, or (ii) A&F
and/or one or more of A&F’s subsidiaries sell or otherwise transfer 50% or more of the assets or earning power of A&F and its
subsidiaries, taken as a whole, each holder of a Right, other than the Acquiring Person and certain affiliated persons, will be entitled
to buy, for the exercise price of the Rights, the number of shares of common stock of the other party to the business combination
or sale, or in certain circumstances, an affiliate, which at the time of such transaction will have a market value of twice the exercise
price of the Right.
The Rights will expire on July 16, 2018, unless earlier exchanged or redeemed. A&F may redeem all of the Rights at a price
of $.01 per whole Right at any time before any person becomes an Acquiring Person.
Rights holders have no rights as a stockholder of A&F, including the right to vote and to receive dividends.
18. QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized unaudited quarterly financial results for Fiscal 2009 and Fiscal 2008 follows (thousands, except per share amounts):
Fiscal 2009 Quarter (1) First Second Third Fourth
Net sales $ 601,729 $ 637,221 $ 753,684 $ 935,991
Gross profit $ 381,453 $ 424,516 $ 483,087 $ 594,542
Net (loss) income from continuing operations $ (23,104) $ (8,191) $ 49,222 $ 61,025
Net loss from discontinued operations, net of tax $ (36,135) $ (18,557) $ (10,439) $ (13,566)
Net (loss) income
Net (loss) income per diluted share from continuing
$ (59,239) $ (26,747) $ 38,784 $ 47,459
operations $ (0.26) $ (0.09) $ 0.55 $ 0.68
Net loss per diluted share from discontinued operations $ (0.41) $ (0.21) $ (0.12) $ (0.15)
Net (loss) income per diluted share $ (0.68) $ (0.30) $ 0.44 $ 0.53
(Continued)
(1) Results of operations of RUEHL are reflected as discontinued operations for all periods presented. Refer to Note 14,
“Discontinued Operations” for further discussion.
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