1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM 10-Q ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 2, 1998 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________to______________ COMMISSION FILE NUMBER: 0-23760 AMERICAN EAGLE OUTFITTERS, INC. (Exact name of registrant as specified in its charter) OHIO NO. 25-1724320 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 150 THORN HILL DRIVE, WARRENDALE, PA 15086-7528 (Address of principal executive offices) (Zipcode) (724) 776-4857 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. COMMON STOCK, NO PAR VALUE, 23,016,742 SHARES OUTSTANDING AS OF MAY 21, 1998 2 AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH (In thousands) (Unaudited) Three Months Ended May 2, May 3, 1998 1997 ---- ---- Net income (loss) $ 5,805 $ (3,619) ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES: Depreciation and amortization 1,975 1,669 Loss on impairment and write-off of fixed assets 675 401 Restricted stock compensation 1,514 262 Deferred income taxes (2,427) (45) CHANGES IN ASSETS AND LIABILITIES: Merchandise inventory (5,088) (8,369) Accounts and note receivable 1,440 1,782 Prepaid expenses and other (778) (523) Accounts payable (356) (2,066) Accrued liabilities (1,964) (5,725) -------- -------- Total adjustments (5,009) (12,614) -------- -------- Net cash provided by (used for) operating activities 796 (16,233) -------- -------- INVESTING ACTIVITIES: Capital expenditures (5,558) (3,845) -------- -------- Net cash used for investing activities (5,558) (3,845) -------- -------- FINANCING ACTIVITIES: Net proceeds from stock options exercised 677 13 -------- -------- Net cash provided by financing activities 677 13 -------- -------- Net decrease in cash (4,085) (20,065) Cash - beginning of period 48,359 34,326 -------- -------- Cash - end of period $ 44,274 $ 14,261 ======== ======== See Notes to Consolidated Financial Statements 5 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated June 15, 1998 American Eagle Outfitters, Inc. (Registrant) /s/ Laura A. Weil ------------------------------ Laura A. Weil Executive Vice President and Chief Financial Officer /s/ Dale E. Clifton ------------------------------ Dale E. Clifton Vice President, Controller and Chief Accounting Officer 14