CHAIRMAN’S REPORT We are a leading lifestyle specialty retail company that operates under the Urban Outfitters, Anthropologie, Free People, Terrain and BHLDN brands. We also operate a wholesale segment under the Free People brand. We have over 41 years of experience creating and managing retail stores that offer highly differentiated collections of fashion apparel, accessories and home goods in inviting and dynamic store settings. Our core strategy is to provide unified store environments that establish emotional bonds with the customer. Urban Outfitters targets young adults aged 18 to 28 through its unique merchandise mix and compelling store environment. We have established a reputation with these young adults, who are culturally sophisticated, self-expressive and concerned with acceptance by their peer group. The product offering includes women’s and men’s fashion apparel, footwear and accessories, as well as an eclectic mix of apartment wares and gifts. Apartment wares range from rugs, pillows and shower curtains to books, candles and novelties. Stores average approximately 9,000 square feet of selling space, and typically carry an estimated 55,000 to 60,000 stock keeping units (“SKUs”). Our stores are located in large metropolitan areas, select university communities, specialty centres and enclosed malls. Our stores accommodate our customers’ propensity not only to shop, but also to congregate with their peers. As of January 31, 2014, we operated 197 Urban Outfitters stores in North America and Europe, as well as four websites and the Urban Outfitters catalogue. We plan to open approximately 23 Urban Outfitters stores, globally, in fiscal 2015. Urban Outfitters’ North American and European store sales accounted for approximately 31.4% and 5.9% of consolidated net sales, respectively, for fiscal 2014.
We take pride in the way we conduct business with our customers. You can’t run a successful operation without great people and excellent relationships based on honesty and commitment. We are proud of our ethical standards. We see every project as an opportunity to further long term relationships with customers. This year has been one of enormous progress and highlighted events. We have strengthened relationships across the board — internally, nationally and internationally with our yearly Award Ceremony of Excellence. Finally, following a year of progress and achievement I would like to thank my fellow board members for their energetic support, and the staff of industrial research for continuing to build the enviable reputation this organisation now enjoys.
Richard A. Hayne Chairman
Urban Outfitters also operates a website that accepts orders directly from customers. The website captures the spirit of the store by offering a similar yet broader selection of merchandise as found in our stores. Urban Outfitters offers a direct-to-consumer catalogue offering select merchandise, most of which is also available in our Urban Outfitters stores. 04 | REPORTS
SECRETARY’S REPORT I am pleased to report a successful year for the company from a financial point of view. Following prudent financial management and ensuring that activities were in alignment with the business plan, the twin objectives of ensuring a continued improvement in the day to day cash operating position and maintaining a satisfactory level of expenditure in core activities of site maintenance, conservation and promotional activities were achieved. The net income for the year was $124,762 (last year $144,367) after providing for depreciation of $75,881 (last year $72,044). In overall terms, rental income from tenants and car parks, was slightly above previous years income and between them account for just under 50% of total revenue ($1.17M). Contributions from tenants to meet other direct costs, through necessity increased just under 5% to take into account increased costs. However, the recovery represents only 69% of the potential recoverable costs and non full recovery is seen as a contribution that is made to tenants in view of the continued variable trading conditions especially for retail tenants. Income from the market license fees decreased slightly to just under $382,000, reflecting very poor weather over some weekends. The market license fee revenue represents approximately 16% of revenue and the need to protect this income from the vagaries of the weather is a matter consistently under review by the board and management. The company was again the recipient of generous financial support from investors through the provision of a conservation grant to meet the costs of conservation and fire upgrades and was fully utilised and drawn down over a relatively short period, including the balance of the previous years funds which were used to complete projects during the current year. Total expenditure in this area was just under $650,00, and to a certain extent the level of expenditure was abnormal due to the timing of the projects coming to completion. Income decreased due to changes in management contracts. As commented in previous reports, the vulnerability of the company revenue to either the present tenant structure and/or the weather is a matter which is constantly under review and the challenge is to find ways of reducing the risks in these areas. Total operating expenditure for the year was $2.31 Man increase of $136,348 or 6.2%. This net increase was heavily influenced by abnormal levels of expenditure in conservation,
restoration and preservation as outlined above, principally due to the timing of project completion. Staffing costs during the year absorbed approximately 30% of the budget and administration and support costs were maintained at a modest level of just under 4% of revenue. The commitment to ensure that the our business is well maintained, resulted in expenditure of just under $300,000 or approximately 15% of revenue. The decrease for the current year hopefully represents a trend from previous years of improving maintenance schedules and the catch up of deferred maintenance resulting in lower crisis expenditure in any given year. The decrease in marketing and event expenses was a result of the change in contract arrangements as mentioned above. During the year, the board was the grateful beneficiary of a number of donations which are summarised elsewhere in the report. The board acknowledges and thanks our investors and supporters who add life and vitality to the company. The continued improvement in the working capital position is worthy of note and at the same time it has been possible to reduce non current debt by just over $34,000. In summary the financial position of the company has again continued to improve but the board is mindful of the ongoing costs and investments that need to be made to ensure that our objectives are met. The finance committee continues to meet on a monthly basis and the focus on key performance indicators has resulted in a steady improvement in operational cash flow and systems management. My thanks are extended to Paul Bobby and Sheryl Cross for the manner in which they have carried out their key roles in financial management during the year.
David Bodzy Secretary
07 | REPORTS
DIRECTOR’S REPORT STORE ENVIRONMENT We create a unified environment in our stores that establishes an emotional bond with the customer. Every element of the environment is tailored to the aesthetic preferences of our target customers. Through creative design, much of the existing retail space is modified to incorporate a mosaic of fixtures, finishes and revealed architectural details. In our stores, merchandise is integrated into a variety of creative vignettes and displays designed to offer our customers an entire look at a distinct lifestyle. This dynamic visual merchandising and display technique provides the connection among the store design, the merchandise and the customer. Essential components of the ambiance of each store may include playing music that appeals to our target customers, using unique signage and employing a staff that understands and identifies with the target customer.
BUYING OPERATIONS
STORE OPERATIONS
MARKETING AND PROMOTION
Maintaining a constant flow of fashionable merchandise for our retail segment is critically important to the ongoing performance of our stores and direct-to-consumer operations. We maintain our own buying groups that select and develop products to satisfy our target customers and provide us with the appropriate amount and timing of products offered. Merchandise managers may supervise several buyers and assistant buyers. Our buyers stay in touch with the evolving tastes of their target customers by shopping at major trade markets, attending national and regional trade shows and staying current with mass media influences, including social media, music, video, film, magazines and pop culture.
We have organized our retail store operations by brand into geographic areas or districts that each have a district manager. District managers are responsible for several stores and monitor and supervise individual store managers. Each store manager is responsible for overseeing the daily operations of one of our stores. In addition to a store manager, the staff of a typical Urban Outfitters store includes a combination of some or all of the following positions; a visual manager, several department managers and full and part-time sales and visual staff.
We believe we have highly effective marketing tools in our websites and catalogues. We refresh this media as frequently as daily to reflect the most cutting edge changes in fashion and culture. We also believe that highly visible store locations, creative store design, broad merchandise selection and visual presentation are key enticements for customers to enter and explore our stores and buy merchandise. Consequently, we rely on these factors, as well as the brand recognition created by our direct marketing activities, to draw customers into our stores, rather than on traditional forms of advertising such as print, radio and television media. Marketing activities for each of our retail store concepts include special event promotions and a variety of public relations activities designed to create community awareness of our stores and products. We also are increasingly active in the burgeoning arena of social media and blogs. We believe that the traditional method of a one-way communication to customers is no longer enough.
Our buyers stay in touch with the evolving tastes of their target customers by shopping at major trade markets, attending national and regional trade shows and staying current with mass media influences, including social media, music, video, film, magazines and pop culture.
An essential requirement for the success of our stores is our ability to attract, train and retain talented, highly motivated store managers, visual managers and other key employees. In addition to management training programs for both newly hired and existing employees, we have a number of retention programs that offer qualitative and quantitative performance-based incentives to district-level managers, store-level managers and full-time sales staff. 08 | REPORTS
SUPPLIERS
COMPETITION
EMPLOYEES
To serve our target customers and to recognize changes in fashion trends and seasonality, we purchase merchandise from numerous foreign and domestic vendors. To the extent that our vendors are located overseas or rely on overseas sources for a large portion of their merchandise, any event causing a disruption of imports, such as the imposition of import restrictions, war, acts of terrorism, natural disasters, financial or political instability in any of the countries in which goods we purchase are manufactured, trade restrictions in the form of tariffs or quotas, or both, disruption in the supply of fabrics or raw materials, increases in the cost of fuel or decreases in the value of the US. Dollar relative to foreign currencies could adversely affect our business. During fiscal 2014, we purchased from approximately 3,400 vendors. No single vendor accounted for more than 10% of merchandise purchased during that time.
The specialty retail, direct-to-consumer and the wholesale apparel businesses are each highly competitive. Our retail stores compete on the basis of, among other things, the location of our stores, the breadth, quality, style, and availability of merchandise, the level of customer service offered and merchandise price. Although we feel the eclectic mix of products offered in our retail stores helps differentiate us, it also means that our Urban Outfitters stores compete against a wide variety of smaller, independent specialty stores, as well as department stores and national specialty chains. Many of our competitors have substantially greater name recognition as well as financial, marketing and other resources.
As of January 31, 2014, we employed approximately 17,000 people, approximately 41% of whom were full-time employees. The number of part-time employees fluctuates depending on seasonal needs. Of our total employees, approximately 1% work in the wholesale segment and the remaining 99% work in our retail segment. None of our employees are covered by a collective bargaining agreement, and we believe that our relations with our employees are excellent.
We believe that by starting a conversation and interacting directly with our customers, most notably via Facebook and twitter, we are more effective at understanding and serving their fashion needs. We also believe that our blogs continue this conversation. Not only do our blogs allow us to communicate what inspires us, they allow our customers to tell us what inspires them. This fosters our relationships with our customers and encourages them to continue shopping with us.
Along with certain retail segment factors noted above, other key competitive factors for our direct-to-consumer operations include the success or effectiveness of customer mailing lists, response rates, catalogue presentation, merchandise delivery and website design and availability. Our direct-to-consumer operations compete against numerous websites and catalogues, which may have a greater volume of circulation and web traffic or more effective marketing through online media and social networking sites. Many of our competitors have substantially greater name recognition as well as financial, marketing and other resources. 09 | REPORTS
Eric Artz Director
AUDITOR’S REPORT AUDIT REPORT The Statement of Financial Performance and Consolidated Statement of Financial Position on the adjoining pages have been summarised from the financial report of Urban Outfitters as part of Urban Outfitters Inc. for the year ended 31 December 2013. Copies of the financial report are held by Urban Outfitters. The financial report provides information about the past financial performance of Urban Outfitters and its financial position as at 31 December 2013. This information is stated in accordance with the accounting policies set out in the financial report.
TRUSTEES’ RESPONSIBILITIES
BASIS OF OPINION
UNQUALIFIED OPINION
The Trustees are responsible for the preparation of a financial report which fairly reflects the financial position of Urban Outfitters as at December 2013 and of the results of their operations and cash flows for the year ended on that date.
An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial report. It also includes assessing:
We have obtained all the information and explanations we have required. In our opinion the financial report on pages 12–14 fairly reflects the financial position of Urban Outfitters as at 31 December 2013 and the results of its operations and cash flows for the year ended on that date.
AUDITOR’S RESPONSIBILITIES
●● The accounting policies are appropriate to Urban Outfitters’ circumstances, consistently applied and adequately disclosed.
It is our responsibility to express an independent opinion on the financial report presented by the Trustees and report our opinion to you. We conducted our audit in accordance with International Standards on Auditing. These standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including risk assessment.
●● The significant estimates and judgements made by the Trustees in the presentation of the financial report.
We conducted our audit in accordance with generally accepted auditing standards in the United States of America. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial report is free from material misstatements, whether caused by fraud or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial report. Other than in our capacity as auditors we have no relationship with or interests in Urban Outfitters or its subsidiary. 10 | REPORTS
Our audit was completed on 14 March 2014 and our professional, unqualified opinion is expressed as at that date.
Deloitte Touche LLP Philadelphia, Pennsylvania
FINANCIAL STATEMENTS
PRE-TAX INCOME MARGINS Total Segments
Financing
Systems
Software
15 | STATEMENTS
Business Services
Technology Services
CONSOLIDATED STATEMENT OF EARNINGS ($ in millions except per share amounts) For the year ended December 31
Notes
2,009
2,008
2,007
Services
55,128
58,892
54,057
Sales
38,300
42,156
42,202
2,331
2,582
2,526
95,758
103,630
98,786
Services
37,146
40,937
39,160
Sales
13,606
15,776
16,552
Financing
1,220
1,256
1,345
Total cost
51,973
57,969
57,057
Gross profit
43,785
45,661
41,729
20,952
23,386
22,060
5,820
6,337
6,153
-1,177
-1,153
-958
-351
-298
-626
402
673
611
Total expense and other income
25,647
28,945
27,240
Income from continuing operations before income taxes
18,138
16,715
14,489
4,713
4,381
4,071
13,425
12,334
10,418
REVENUE
Financing Total revenue COST
EXPENSE AND OTHER INCOME Selling, general and administrative Research, development and engineering
Q
Intellectual property and custom development income Other (income) and expense Interest expense
Provision for income taxes
K&L
P
Income from continuing operations 16 | STATEMENTS
DISCONTINUED OPERATIONS Income/(loss) from discontinued operations, net of tax
—
Net income
13,425
—
0
12,334
10,418
EARNINGS/(LOSS) PER SHARE OF COMMON STOCK Assuming dilution: Continuing operations
R
$10.01
$8.89*
Discontinued operations
R
—
Total
R
$10.01
$8.89*
$7.15*
Continuing operations
R
$10.12
$9.02*
$7.27*
Discontinued operations
R
—
Total
R
$10.12
$9.02*
$7.27*
Assuming dilution
1,341,352,754
1,387,797,198*
1,456,880,751*
Basic
1,327,157,410
1,369,367,069*
1,433,935,221*
—
$7.15* $0.00
Basic:
—
$0.00
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
*Reflects the adoption of the Financial Accounting Standards Board (FASB) guidance in determining whether instruments granted in share-based payment transactions are participating securities. See note B, “Accounting Changes,” on pages 79 to 82 for additional information. The accompanying notes on pages 70 through 126 are an integral part of the financial statements.
17 | STATEMENTS
DIRECTORY & THANKS
ACCOUNTANTS
REGISTERED OFFICES
SHARE REGISTRY
COMPANY ACKNOWLEDGES
Hadlee, Kippenberger & Partners
Urban Outfitters Urban Outfitters Inc. 4010 Rose Lane Augusta GA 30907 USA Telephone: 1300 282 2200 Facsimile: 1300 87 25 43 Email: information@urbanoutfitters.com Website: www.urbanoutfitters.com
The Registrar Computershare Investor Services Proprietary Limited GPO Box 2976 Augusta GA 30907 USA Telephone: 1300 85 05 05 Email: web.queries@computershare.com Website: www.computershare.com
Chartwell Investment Partners Drinker Biddle & Reath LLP, Philadelphia Mr Belair Mr Cherken Mr Lawson
SOLICITORS Cameron & Co.
AUDITORS Deloitte Touche Tohmatsu Doloitte House
BANKERS Bank of America Corp.
WWW.URBANOUTFITTERS.COM