UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended July 31, 2023
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 No. 000-22754
Urban Outfitters, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
23-2003332
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
5000 South Broad Street, Philadelphia, PA
19112-1495
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (215) 454-5500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, par value $.0001 per share
URBN
NASDAQ Global Select Market
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common shares, $0.0001 par value—92,774,395 shares outstanding on September 5, 2023.
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Item 1.
Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of July 31, 2023, January 31, 2023 and July 31, 2022
1
Condensed Consolidated Statements of Income for the three and six months ended July 31, 2023 and 2022
2
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 31, 2023 and 2022
3
Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended July 31, 2023 and 2022
4
Condensed Consolidated Statements of Cash Flows for the six months ended July 31, 2023 and 2022
6
Notes to Condensed Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
20
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
29
Item 4.
Controls and Procedures
30
PART II
OTHER INFORMATION
Legal Proceedings
31
Item 1A.
Risk Factors
Item 5.
Other Information
Item 6.
Exhibits
32
Signatures
33
Item 1. Financial Statements
URBAN OUTFITTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
(unaudited)
July 31,
January 31,
2023
2022
ASSETS
Current assets:
Cash and cash equivalents
$
224,744
201,260
91,665
Marketable securities
250,832
181,378
160,020
Accounts receivable, net of allowance for doubtful accounts of $1,481, $1,496 and $1,201, respectively
79,118
70,339
97,374
Inventory
586,514
587,510
697,474
Prepaid expenses and other current assets
224,254
197,232
220,901
Total current assets
1,365,462
1,237,719
1,267,434
Property and equipment, net
1,222,343
1,187,735
1,150,247
Operating lease right-of-use assets
961,458
959,436
927,685
122,356
102,844
152,528
Deferred income taxes and other assets
298,317
195,178
155,538
Total Assets
3,969,936
3,682,912
3,653,432
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
270,464
257,620
347,805
Current portion of operating lease liabilities
227,669
232,672
222,430
Accrued expenses, accrued compensation and other current liabilities
459,343
400,082
396,650
Total current liabilities
957,476
890,374
966,885
Non-current portion of operating lease liabilities
882,841
884,696
868,686
Deferred rent and other liabilities
162,228
115,159
110,669
Total Liabilities
2,002,545
1,890,229
1,946,240
Commitments and contingencies (see Note 11)
Shareholders’ equity:
Preferred shares; $.0001 par value, 10,000,000 shares authorized, none issued
—
Common shares; $.0001 par value, 200,000,000 shares authorized, 92,773,249, 92,180,709 and 92,173,342 shares issued and outstanding, respectively
9
Additional paid-in-capital
23,214
15,248
Retained earnings
1,982,970
1,826,061
1,757,368
Accumulated other comprehensive loss
(38,802
)
(48,635
(50,185
Total Shareholders’ Equity
1,967,391
1,792,683
1,707,192
Total Liabilities and Shareholders’ Equity
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except share and per share data)
Three Months Ended
Six Months Ended
Net sales
1,272,195
1,183,388
2,385,869
2,235,322
Cost of sales
816,614
808,836
1,559,057
1,537,469
Gross profit
455,581
374,552
826,812
697,853
Selling, general and administrative expenses
323,483
288,734
623,331
565,798
Income from operations
132,098
85,818
203,481
132,055
Other income (loss), net
3,399
(2,262
4,418
(4,251
Income before income taxes
135,497
83,556
207,899
127,804
Income tax expense
31,405
24,083
50,990
36,798
Net income
104,092
59,473
156,909
91,006
Net income per common share:
Basic
1.12
0.64
1.69
0.97
Diluted
1.10
1.67
0.96
Weighted-average common shares outstanding:
92,741,888
93,041,310
92,610,499
94,240,412
94,228,185
93,648,214
94,026,950
94,977,505
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in thousands)
Other comprehensive income (loss):
Foreign currency translation
4,515
(6,243
7,692
(20,632
Change in unrealized gains (losses) on marketable securities, net of tax
21
654
2,141
(4,723
Total other comprehensive income (loss)
4,536
(5,589
9,833
(25,355
Comprehensive income
108,628
53,884
166,742
65,651
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Accumulated
Common Shares
Additional
Other
Number of
Par
Paid-in
Retained
Comprehensive
Shares
Value
Capital
Earnings
Loss
Total
Balances as of April 30, 2023
92,677,835
15,133
1,878,878
(43,338
1,850,682
Share-based compensation
7,821
Share-based awards
105,731
594
Share repurchases
(10,317
(334
Balances as of July 31, 2023
92,773,249
Balances as of April 30, 2022
94,434,621
1,740,508
(44,596
1,695,921
7,007
54,532
376
(2,315,811
(7,383
(42,613
(49,996
Balances as of July 31, 2022
92,173,342
Balances as of January 31, 2023
92,180,709
15,556
896,119
(303,579
(8,184
Balances as of January 31, 2022
96,431,044
10
1,770,560
(24,830
1,745,740
14,109
724,215
(4,981,917
(1
(14,485
(104,198
(118,684
5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization
47,471
52,383
Non-cash lease expense
101,277
94,821
Provision for deferred income taxes
526
6,136
Share-based compensation expense
Amortization of tax credit investment
7,953
Loss on disposition of property and equipment, net
146
284
Changes in assets and liabilities:
Receivables
(8,160
(34,607
3,299
(134,092
Prepaid expenses and other assets
(48,256
(36,593
Payables, accrued expenses and other liabilities
54,573
37,088
Operating lease liabilities
(120,047
(122,198
Net cash provided by (used in) operating activities
211,247
(31,663
Cash flows from investing activities:
Cash paid for property and equipment
(78,517
(105,652
Cash paid for marketable securities
(229,446
(22,973
Sales and maturities of marketable securities
149,921
164,314
Initial cash payment for tax credit investment
(20,000
Net cash (used in) provided by investing activities
(178,042
35,689
Cash flows from financing activities:
Proceeds from the exercise of stock options
Share repurchases related to share repurchase program
(112,016
Share repurchases related to taxes for share-based awards
(6,668
Tax credit investment liability payments
(1,724
Net cash used in financing activities
(9,314
(118,308
Effect of exchange rate changes on cash and cash equivalents
(407
(628
Increase (decrease) in cash and cash equivalents
23,484
(114,910
Cash and cash equivalents at beginning of period
206,575
Cash and cash equivalents at end of period
Supplemental cash flow information:
Cash paid during the year for income taxes
24,801
21,532
Non-cash investing activities—Accrued capital expenditures
16,011
21,960
Right-of-use assets obtained in exchange for operating lease liabilities
113,184
45,509
Non-cash investing activities—Accrued tax credit investment installments
62,120
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and per share data)
1. Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed financial statements should be read in conjunction with Urban Outfitters, Inc.’s (the “Company’s”) Annual Report on Form 10-K for the fiscal year ended January 31, 2023, filed with the United States Securities and Exchange Commission on April 3, 2023.
The Company’s business experiences seasonal fluctuations in net sales and net income, with a more significant portion typically realized in the second half of each year predominantly due to the year-end holiday period. Historically, and consistent with the retail industry, this seasonality also impacts our working capital requirements, particularly with regard to inventory. Accordingly, the results of operations for the three and six months ended July 31, 2023 are not necessarily indicative of the results to be expected for the full year.
The Company’s fiscal year ends on January 31. All references in these notes to the Company’s fiscal years refer to the fiscal years ended on January 31 in those years. For example, the Company’s fiscal year 2024 will end on January 31, 2024.
Recent Accounting Pronouncements
The Company has considered all new accounting standards updates issued by the Financial Accounting Standards Board (“FASB”) and has concluded that there are no recent accounting standard updates that will have a material impact on its consolidated financial statements and related disclosures.
2. Revenue from Contracts with Customers
Contract receivables occur when the Company satisfies all of its performance obligations under a contract and recognizes revenue prior to billing or receiving consideration from a customer for which it has an unconditional right to payment. Contract receivables arise from credit card, debit card and alternative payment method transactions throughout all segments and sales to the Company’s Wholesale segment customers and franchisees. For the six month period ended July 31, 2023, the opening and closing balances of contract receivables, net of allowance for doubtful accounts, were $70,339 and $79,118, respectively. For the six month period ended July 31, 2022, the opening and closing balances of contract receivables, net of allowance for doubtful accounts, were $63,760 and $97,374, respectively. Contract receivables are included in “Accounts receivable, net of allowance for doubtful accounts” in the Condensed Consolidated Balance Sheets.
Contract liabilities represent unearned revenue and result from the Company receiving consideration in a contract with a customer for which it has not satisfied all of its performance obligations. The Company’s contract liabilities result from customer deposits, customer loyalty programs and the issuance of gift cards. Gift cards are expected to be redeemed within two years of issuance, with the majority of redemptions occurring in the first year. For the six month period ended July 31, 2023, the opening and closing balances of contract liabilities were $82,867 and $73,065, respectively. For the six month period ended July 31, 2022, the opening and closing balances of contract liabilities were $78,717 and $70,369, respectively. Contract liabilities are included in “Accrued expenses, accrued compensation and other current liabilities” in the Condensed Consolidated Balance Sheets. During the six month period ended July 31, 2023, the Company recognized $27,085 of revenue that was included in the contract liability balance at the beginning of the period. During the six month period ended July 31, 2022, the Company recognized $27,009 of revenue that was included in the contract liability balance at the beginning of the period.
3. Marketable Securities
During all periods shown, marketable securities are classified as available-for-sale. The amortized cost, gross unrealized gains (losses) and fair value of available-for-sale securities by major security type and class of security as of July 31, 2023, January 31, 2023 and July 31, 2022 were as follows:
Amortized
Unrealized
Fair
Cost
Gains
(Losses)
As of July 31, 2023
Short-term Investments:
Corporate bonds
96,902
(1,239
95,664
Federal government agencies
47,287
(163
47,124
Municipal and pre-refunded municipal bonds
48,350
(670
47,680
Commercial paper
41,719
US Treasury securities
18,661
(16
18,645
252,919
(2,088
Long-term Investments:
47,835
(1,745
46,090
44,914
(464
44,450
13,980
(469
13,511
2,969
(61
2,908
Mutual funds, held in rabbi trust
12,941
1,027
(70
13,898
Certificates of deposit
1,499
124,138
(2,809
377,057
1,028
(4,897
373,188
As of January 31, 2023
83,184
(947
82,237
6,501
6,500
48,141
(688
47,453
21,636
23,561
(10
23,552
183,023
(1,646
62,594
22
(3,319
59,297
9,021
13
(2
9,032
23,437
(1,154
22,288
13,402
(1,424
11,978
249
108,703
40
(5,899
291,726
41
(7,545
284,222
8
As of July 31, 2022
76,652
(1,211
75,441
75,518
(595
74,923
9,749
(93
9,656
161,919
(1,899
96,086
(4,160
91,926
350
(12
338
47,437
(1,858
45,579
3,229
(129
3,100
12,361
(1,025
11,336
159,712
(7,184
321,631
(9,083
312,548
Proceeds from the sales and maturities of available-for-sale securities were $149,921 and $164,314 for the six months ended July 31, 2023 and 2022, respectively. The Company included in “Other income (loss), net,” in the Condensed Consolidated Statements of Income, a net realized loss of $7 and $6 for the three and six months ended July 31, 2023, respectively, and a net realized loss of $222 and $334 for the three and six months ended July 31, 2022, respectively. Amortization of discounts and premiums, net, was $894 and $1,172 for the three and six months ended July 31, 2023, respectively, and $1,225 and $2,882 for the three and six months ended July 31, 2022, respectively. Amortization of discounts and premiums, net, is included in “Other income (loss), net” in the Condensed Consolidated Statements of Income. Mutual funds represent assets held in an irrevocable rabbi trust for the Company’s Non-qualified Deferred Compensation Plan (“NQDC”). These assets are a source of funds to match the funding obligations to participants in the NQDC but are subject to the Company’s general creditors. The Company elected the fair value option for financial assets for the mutual funds held in the rabbi trust resulting in all unrealized gains and losses being recorded in “Other income (loss), net” in the Condensed Consolidated Statements of Income.
4. Fair Value
The Company utilizes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach that relate to its financial assets and financial liabilities). The levels of the hierarchy are described as follows:
Management’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial assets and liabilities and their placement within the fair value hierarchy. The Company’s financial assets that are accounted for at fair value on a recurring basis are presented in the tables below:
Marketable Securities Fair Value as of
July 31, 2023
Level 1
Level 2
Level 3
Assets:
141,754
91,574
61,191
21,553
359,290
January 31, 2023
141,534
15,532
69,741
272,244
July 31, 2022
167,367
120,502
12,756
301,212
Financial assets
Level 1 assets consist of financial instruments whose value has been based on inputs that use, as their basis, readily observable market data that are actively quoted and are validated through external sources, including third-party pricing services and brokers.
Level 2 assets consist of financial instruments whose value has been based on quoted prices for similar assets and liabilities in active markets as well as quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3 assets consist of financial instruments where there has been no active market. The Company held no Level 3 financial instruments as of July 31, 2023, January 31, 2023 and July 31, 2022.
The fair value of cash and cash equivalents (Level 1) approximates carrying value since cash and cash equivalents consist of short-term highly liquid investments with maturities of less than three months at the time of purchase. As of July 31, 2023, January 31, 2023 and July 31, 2022, cash and cash equivalents included cash on hand, cash in banks, money market accounts and marketable securities with maturities of less than three months at the time of purchase.
Non-financial assets
The Company’s non-financial assets, primarily consisting of property and equipment and lease-related right-of-use assets are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
The fair value of property and equipment was determined using a discounted cash-flow model that utilized Level 3 inputs. The Company’s retail locations are reviewed for impairment at the retail location level, which is the lowest level at which individual cash flows can be identified. In calculating future cash flows, the Company makes estimates regarding future operating results based on its experience and knowledge of market factors in which the retail location is located. Right-of-use assets are tested for impairment in the same manner as property and equipment. For lease right-of-use assets, the Company determines the estimated fair value of the assets by comparing the discounted contractual rent payments to estimated market rent using an acceptable valuation methodology.
5. Debt
On February 10, 2023, the Company and certain of its subsidiaries entered into the fourth amendment (the “Fourth Amendment”) to the Company’s amended and restated credit agreement (the “Amended Credit Agreement”), amending the Company’s asset-based revolving credit facility with its lenders, including JPMorgan Chase Bank, N.A., as administrative agent, joint lead arranger and co-book managers along with Wells Fargo Bank, National Association (the "Amended Credit Facility"). The Fourth Amendment permits the Company to purchase an equity membership interest in a federal low-income housing tax credit entity. See Note 6, "Tax Credit Investment," for further discussion of the investment.
The Amended Credit Facility provides for loans and letters of credit up to $350,000, subject to a borrowing base that is comprised of the Company’s eligible accounts receivable and inventory and includes a swing-line sub-facility, a multicurrency sub-facility and the option to expand the facility by up to $150,000. Borrowings under the Amended Credit Facility may be used for working capital and other general corporate purposes. The Amended Credit Facility matures in June 2027.
The Amended Credit Facility provides for interest on borrowings, at the Company’s option, at either (i) adjusted SOFR, CDOR, SONIA or EURIBOR plus an applicable margin ranging from 1.125% to 1.375%, or (ii) an adjusted ABR plus an applicable margin ranging from 0.125% to 0.375%, each such applicable margin depending on the level of availability under the Amended Credit Facility. Depending on the type of borrowing, interest on the Amended Credit Facility is payable monthly, quarterly or at the end of the applicable interest period. A commitment fee of 0.20% is payable quarterly on the unused portion of the Amended Credit Facility.
All obligations under the Amended Credit Facility are unconditionally guaranteed by the Company and certain of its U.S. subsidiaries. The obligations under the Amended Credit Facility are secured by a first-priority security interest in inventory, accounts receivable and certain other assets of the Company and certain of its U.S. subsidiaries. The obligations of URBN Canada Retail, Inc. are secured by a first-priority security interest in its inventory, accounts receivable and certain other assets. The Amended Credit Agreement contains customary representations and warranties, negative and affirmative covenants and provisions relating to events of default.
As of July 31, 2023, the Company had $0 in borrowings under the Amended Credit Facility. As of July 31, 2023, the Company was in compliance with the terms of the Amended Credit Agreement and expects to remain in compliance with all terms, including covenants, of the Amended Credit Agreement. Outstanding stand-by letters of credit, which reduce the funds available under the Amended Credit Facility, were $13,637. Interest expense for the
11
Amended Credit Facility was $483 and $511 for the six months ended July 31, 2023 and 2022, respectively, which was included in “Other income (loss), net” in the Condensed Consolidated Statements of Income.
6. Tax Credit Investment
On February 10, 2023, the Company committed $100,000 to purchase an equity membership interest in a federal low-income housing tax credit entity. An initial payment of $20,000 was paid at closing with the remaining balance payable in quarterly installments over a five-year period beginning in fiscal 2024. The present value of such payments was $62,120 and was recorded as an increase to the initial tax credit investment asset and liability. In exchange for the total payments of $100,000, the Company expects to realize a comparable amount of tax credits and other tax benefits that will reduce its future federal income tax payments. Although the investment vehicle is considered a variable interest entity, the Company is not the primary beneficiary, and therefore, the investment is not consolidated. The Company has elected to use the practical expedient method of amortization, which approximates the proportional amortization method, to amortize the investment to income tax expense in proportion to the tax credits received over an estimated 10-year tax credit period beginning in the first quarter of fiscal 2024. During the six months ended July 31, 2023, interest expense related to the accretion of the liability was $3,531 and a net benefit of $3,426 was included in “Income tax expense” in the Condensed Consolidated Statements of Income. The carrying value of the investment is recorded in "Deferred income taxes and other assets" in the Condensed Consolidated Balance Sheets. The liabilities for the present value of the estimated future capital contributions are recorded in "Accrued expenses, accrued compensation and other current liabilities" and "Deferred rent and other liabilities" in the Condensed Consolidated Balance Sheets. The following table summarizes the balances related to the investment at July 31, 2023:
74,167
5,308
55,088
7. Share-Based Compensation
The Company maintains stock incentive plans pursuant to which it can grant restricted shares, unrestricted shares, incentive stock options, non-qualified stock options, restricted stock units (“RSUs”), performance stock units (“PSUs”) or stock appreciation rights. The fair value of PSUs and RSUs is equal to the stock price on the date of the grant. Share-based compensation expense included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Income, for the three and six months ended July 31, 2023 and 2022, was as follows:
Performance Stock Units
1,231
1,280
2,551
2,417
Restricted Stock Units
6,590
5,727
13,005
11,692
Share-based awards granted and the weighted-average fair value of such awards for the six months ended July 31, 2023 was as follows:
Weighted-
Awards
Average Fair
Granted
160,887
26.96
945,887
27.23
1,106,774
12
During the six months ended July 31, 2023, 25,000 stock options were exercised, 131,248 PSUs vested and 739,871 RSUs vested.
The total unrecognized compensation cost related to outstanding share-based awards and the weighted-average period in which the cost is expected to be recognized as of July 31, 2023 was as follows:
Unrecognized
Compensation
Average
Years
7,731
2.1
42,119
49,850
8. Shareholders’ Equity
Share repurchase activity under the Company’s share repurchase programs was as follows:
Number of common shares repurchased and subsequently retired
2,314,347
4,736,405
Total cost
49,964
112,016
Average cost per share, including commissions
21.59
23.65
On August 22, 2017, the Company’s Board of Directors authorized the repurchase of 20,000,000 common shares under a share repurchase program; all shares were repurchased and the authorization was completed by the end of June 2022. On June 4, 2019, the Company’s Board of Directors authorized the repurchase of an additional 20,000,000 common shares under a share repurchase program. As of July 31, 2023, 19,156,390 common shares were remaining under the program.
During the six months ended July 31, 2023, the Company acquired and subsequently retired 303,579 common shares at a total cost of $8,184 from employees to meet payroll tax withholding requirements on vested share-based awards. During the six months ended July 31, 2022, the Company acquired and subsequently retired 245,512 common shares at a total cost of $6,668 from employees to meet payroll tax withholding requirements on vested share-based awards.
9. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss
The following tables present the changes in “Accumulated other comprehensive loss,” by component, net of tax, for the three and six months ended July 31, 2023 and 2022:
Three Months Ended July 31, 2023
Six Months Ended July 31, 2023
Unrealized Gains
Foreign
and (Losses) on
Currency
Available-for-
Translation
Sale Securities
Balance at beginning of period
(39,647
(3,691
(42,824
(5,811
Other comprehensive income (loss) before reclassifications
28
4,543
2,147
9,839
Amounts reclassified from accumulated other comprehensive income (loss)
(7
(6
Net current-period other comprehensive income (loss)
Balance at end of period
(35,132
(3,670
Three Months Ended July 31, 2022
Six Months Ended July 31, 2022
(8,003
(22,204
(2,626
876
(5,367
(4,389
(25,021
(222
(42,836
(7,349
All unrealized gains and losses on available-for-sale securities reclassified from accumulated other comprehensive loss were recorded in “Other income (loss), net” in the Condensed Consolidated Statements of Income.
14
10. Net Income per Common Share
The following is a reconciliation of the weighted-average common shares outstanding used for the computation of basic and diluted net income per common share:
Basic weighted-average common shares outstanding
Effect of dilutive options, performance stock units and restricted stock units
1,486,297
606,904
1,416,451
737,093
Diluted weighted-average shares outstanding
For the three months ended July 31, 2023 and 2022, awards to purchase 40,000 common shares at a price of $46.42 and 205,000 common shares ranging in price from $23.74 to $46.42, respectively, were excluded from the calculation of diluted net income per common share because the impact would be anti-dilutive.
For the six months ended July 31, 2023 and 2022, awards to purchase 80,000 common shares ranging in price from $28.47 to $46.42 and 202,500 common shares ranging in price from $23.74 to $46.42, respectively, were excluded from the calculation of diluted net income per common share because the impact would be anti-dilutive.
Excluded from the calculation of diluted net income per common share as of July 31, 2023 and July 31, 2022, were 272,554 and 167,500 performance-based equity awards, respectively, because they did not meet the required performance criteria.
11. Commitments and Contingencies
The Company is party to various legal proceedings arising from normal business activities. Management believes that the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.
15
12. Segment Reporting
The Company offers lifestyle-oriented general merchandise and consumer products and services through a portfolio of global consumer brands. The Company operates three reportable segments – “Retail,” “Wholesale” and “Nuuly.”
The Company’s Retail segment includes the Anthropologie, Free People, FP Movement, Terrain and Urban Outfitters brands. The Company has aggregated its brands into the Retail segment based upon their shared management, customer base and economic characteristics. Reporting in this format provides management with the financial information necessary to evaluate the success of the segments and the overall business. The Company’s Retail segment omni-channel strategy enhances its customers’ brand experience by providing a seamless approach to the customer shopping experience. All available Company-owned Retail segment shopping channels are fully integrated, including retail locations, websites, mobile applications, catalogs and customer contact centers.
The Company’s Wholesale segment includes the Free People, FP Movement and Urban Outfitters brands. The Wholesale segment sells through department and specialty stores worldwide, digital businesses and the Retail segment.
The Nuuly segment includes the Nuuly brand, which offers customers a more sustainable way to explore fashion. Nuuly Rent is a monthly women’s apparel subscription rental service.
The Company evaluates the performance of each segment based on the net sales and income from operations (excluding intercompany charges) of the segment. The Company accounts for intersegment sales and transfers as if the sales and transfers were made to third parties making similar volume purchases. Corporate expenses include expenses incurred and directed by the corporate office that are not allocated to segments. The principal identifiable assets for the Retail and Wholesale segments are inventory and property and equipment. The principal identifiable assets for the Nuuly segment are rental product and property and equipment.
16
The accounting policies of the reportable segments are the same as the policies described in Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023. All of the Company’s segments are highly diversified. No one customer constitutes more than 10% of the Company’s total consolidated net sales. A summary of the information about the Company’s operations by segment is as follows:
Retail operations
1,160,089
1,095,191
2,164,190
2,058,626
Wholesale operations
60,768
61,900
124,183
130,971
Nuuly operations
55,793
28,776
107,263
51,625
Intersegment elimination
(4,455
(2,479
(9,767
(5,900
Total net sales
144,034
96,292
227,264
151,833
6,726
7,534
13,385
17,239
(2,439
(2,379
(2,710
(6,130
(66
177
(412
590
Total segment operating income
148,255
101,624
237,527
163,532
General corporate expenses
(16,157
(15,806
(34,046
(31,477
Total income from operations
535,940
529,853
623,562
50,574
57,657
73,912
Total inventory
Rental product, net (1)
119,079
90,934
59,236
Total rental product, net
1,153,705
1,138,487
1,114,792
881
990
1,174
67,757
48,258
34,281
Total property and equipment, net
17
The following tables summarize net sales and percentage of net sales from contracts with customers by merchandise category and by segment:
Apparel
797,235
69
%
721,966
66
Home
169,403
193,098
18
Accessories
138,928
133,783
54,523
46,344
100
52,436
93
54,215
91
2,698
5,011
1,179
195
0
Wholesale operations (1)
56,313
59,421
1,482,320
68
1,360,941
319,627
355,908
260,639
247,625
101,604
94,152
105,057
92
113,727
8,019
10,974
1,340
370
114,416
125,071
The Apparel category includes intimates and activewear. The Home category includes home furnishings, electronics, gifts and decorative items. The Accessories category includes footwear, jewelry and handbags. The Other category includes beauty and shipping and handling.
The Company has foreign operations primarily in Europe and Canada. Revenues and long-lived assets, based upon the Company’s domestic and foreign operations, are as follows:
Domestic operations
1,064,868
1,033,926
990,457
Foreign operations
157,475
153,809
159,790
Net Sales
1,104,399
1,022,318
2,084,005
1,935,882
167,796
161,070
301,864
299,440
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain matters contained in this filing with the United States Securities and Exchange Commission (“SEC”) may contain forward-looking statements and are being made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. When used in this Quarterly Report on Form 10-Q, the words “project,” “believe,” “plan,” “will,” “anticipate,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any one, or all, of the following factors could cause actual financial results to differ materially from those financial results mentioned in the forward-looking statements: overall economic and market conditions (including current levels of inflation) and worldwide political events and the resultant impact on consumer spending patterns and our pricing power, the difficulty in predicting and responding to shifts in fashion trends, changes in the level of competitive pricing and promotional activity and other industry factors, the effects of the implementation of the United Kingdom’s withdrawal from membership in the European Union (commonly referred to as “Brexit”), including currency fluctuations, economic conditions and legal or regulatory changes, any effects of war including geopolitical instability and impacts of the war between Russia and Ukraine and from related sanctions imposed by the United States, European Union, United Kingdom and others, terrorism and civil unrest, natural disasters, severe or unseasonable weather conditions (including as a result of climate change) or public health crises (such as the coronavirus (COVID-19)), labor shortages and increases in labor costs, raw material costs and transportation costs, availability of suitable retail space for expansion, timing of store openings, risks associated with international expansion, seasonal fluctuations in gross sales, response to new concepts, our ability to integrate acquisitions, risks associated with digital sales, our ability to maintain and expand our digital sales channels, any material disruptions or security breaches with respect to our technology systems, the departure of one or more key senior executives, import risks (including any shortage of transportation capacities or delays at ports), changes to U.S. and foreign trade policies (including the enactment of tariffs, border adjustment taxes or increases in duties or quotas), the closing or disruption of, or any damage to, any of our distribution centers, our ability to protect our intellectual property rights, failure of our manufacturers and third-party vendors to comply with our social compliance program, risks related to environmental, social and governance activities, changes in our effective income tax rate, changes in accounting standards and subjective assumptions, regulatory changes and legal matters and other risks identified in our filings with the SEC, including those set forth in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2023, filed on April 3, 2023. We disclaim any intent or obligation to update forward-looking statements even if experience or future changes make it clear that actual results may differ materially from any projected results expressed or implied therein.
Unless the context otherwise requires, all references to the “Company,” “we,” “us” or “our” refer to Urban Outfitters, Inc., together with its subsidiaries.
Overview
We operate under three reportable segments – Retail, Wholesale and Nuuly. Our Retail segment includes our Anthropologie, Free People, FP Movement, Terrain and Urban Outfitters brands. Our Retail segment consumer products and services are sold directly to our customers through our retail locations, websites, mobile applications, social media and third-party digital platforms, catalogs and customer contact centers and franchisee-owned stores. The Wholesale segment includes our Free People, FP Movement and Urban Outfitters brands that sell through department and specialty stores worldwide, digital businesses and our Retail segment. The Wholesale segment primarily designs, develops and markets apparel, intimates, activewear and shoes. Our Nuuly segment includes the Nuuly brand, which offers customers a more sustainable way to explore fashion. Nuuly Rent is a monthly women’s apparel subscription rental service.
Our fiscal year ends on January 31. All references to our fiscal years refer to the fiscal years ended on January 31 in those years. For example, our fiscal year 2024 will end on January 31, 2024, and our fiscal year 2023 ended on January 31, 2023.
Retail Segment
Our Retail segment omni-channel strategy enhances our customers’ brand experience by providing a seamless approach to the customer shopping experience. All available Company-owned Retail segment shopping channels are fully integrated, including retail locations, websites, mobile applications, catalogs and customer contact centers. Our investments in areas such as marketing campaigns and technology advancements are designed to generate demand for the Retail segment omni-channel and not the separate store or digital channels. We manage and analyze our performance based on a single Retail segment omni-channel rather than separate channels and believe that the Retail segment omni-channel results present the most meaningful and appropriate measure of our performance.
Our comparable Retail segment net sales data is equal to the sum of our comparable store and comparable digital channel net sales. A store is considered to be comparable if it has been open at least 12 full months, unless it was materially expanded or remodeled within that year or was not otherwise operating at its full capacity within that year due to store specific closures from events such as damage from fire, flood and natural weather events. A digital channel is considered to be comparable if it has been operational for at least 12 full months. Sales from stores and digital channels that do not fall within the definition of comparable store or digital channel are considered to be non-comparable. Franchise net sales and the effects of foreign currency translation are also considered non-comparable.
We monitor Retail segment metrics including customer traffic, conversion rates, average units per transaction at our stores and on our websites and mobile applications. We also monitor average unit selling price and transactions at our stores and average order value on our websites and mobile applications. We believe that changes in any of these metrics may be caused by a response to our brands’ fashion offerings, our marketing campaigns, circulation of our catalogs and an overall growth in brand recognition.
Urban Outfitters targets young adults aged 18 to 28 through a unique merchandise mix, compelling store environment, social media and third-party digital platforms, websites and mobile applications and a product offering that includes women’s and men’s fashion apparel, activewear, intimates, footwear, accessories, home goods, electronics and beauty. A large portion of our merchandise is exclusive to Urban Outfitters, consisting of an assortment of products designed internally or designed in collaboration with third-party brands. Urban Outfitters stores are in street locations in large metropolitan areas and select university communities, specialty centers and enclosed malls that accommodate our customers’ propensity not only to shop, but also to congregate with their peers. Urban Outfitters operates websites and mobile applications in North America and Europe that capture the spirit of the brand by offering a similar yet broader selection of merchandise as found in its stores and sells merchandise through franchisee-owned stores in the Middle East. Urban Outfitters’ North American Retail segment net sales accounted for approximately 18.6% of consolidated net sales for the six months ended July 31, 2023, compared to approximately 24.4% for the comparable period in fiscal 2023. European Retail segment net sales accounted for approximately 8.4% of consolidated net sales for the six months ended July 31, 2023, compared to approximately 9.0% for the comparable period in fiscal 2023.
The Anthropologie Group includes the Anthropologie and Terrain brands. Merchandise at the Anthropologie brand is tailored to sophisticated and contemporary women aged 28 to 45. The internally designed and third-party brand product assortment includes women’s apparel, accessories, intimates, shoes, home furnishings, a diverse array of gifts and decorative items and beauty and wellness. The brand also has a wedding collection consisting of wedding, bridesmaid and party dresses, bridal accessories and decor. The Terrain brand is designed to appeal to women and men interested in a creative and sophisticated outdoor living and gardening experience. Merchandise includes lifestyle home, garden and outdoor living products, antiques, live plants, flowers, wellness products and accessories. Anthropologie Group stores are located in specialty centers, upscale street locations and enclosed malls. The Anthropologie Group operates websites and mobile applications in North America and Europe that capture the spirit of its brands by offering a similar yet broader selection of merchandise as found in its stores, offers a catalog in North America that markets select merchandise, most of which is also available in Anthropologie brand stores and sells merchandise through franchisee-owned stores in the Middle East. The Anthropologie Group’s North American Retail segment net sales accounted for approximately 40.6% of consolidated net sales for the six months ended July 31, 2023, compared to approximately 38.4% for the comparable period in fiscal 2023. European Retail segment net sales accounted for approximately 1.5% of consolidated net sales for the six months ended July 31, 2023, compared to approximately 1.8% for the comparable period in fiscal 2023.
The Free People Group includes the Free People and FP Movement brands. The Free People brand focuses its product offering on private label merchandise targeted to young contemporary women aged 25 to 30 and provides a unique merchandise mix of casual women’s apparel, intimates, activewear, shoes, accessories, home products, gifts and beauty and wellness. The FP Movement brand offers performance-ready activewear, beyond-the-gym staples and wellness essentials. Free People Group stores are located in enclosed malls, upscale street locations and specialty centers. The Free People Group operates websites and mobile applications in North America and Europe that capture the spirit of its brands by offering a similar yet broader selection of merchandise as found in its stores, as well as substantially all of the Free People and FP Movement wholesale offerings. The Free People Group also offers catalogs that market select merchandise, most of which is also available in our Free People and FP Movement stores. The Free People Group’s North American Retail segment net sales accounted for approximately 20.0% of consolidated net sales for the six months ended July 31, 2023, compared to approximately 17.1% for the comparable period in fiscal 2023. European Retail segment net sales accounted for approximately 1.0% of consolidated net sales for the six months ended July 31, 2023, compared to less than 1.0% for the comparable period in fiscal 2023.
Net sales from the Retail segment accounted for approximately 90.7% of consolidated net sales for the six months ended July 31, 2023, compared to 92.1% for the comparable period in fiscal 2023.
Store data for the six months ended July 31, 2023 was as follows:
Stores
Opened
Closed
Urban Outfitters
United States
183
181
Canada
Europe
62
64
Urban Outfitters Global Total
263
(3
264
Anthropologie Group
207
206
Anthropologie Group Global Total
238
237
Free People Group
United States (1)
174
Free People Group Global Total
188
196
Menus & Venues (2)
Menus & Venues Total
Total Company-Owned Stores
700
(8
708
Franchisee-Owned Stores (3)
Total URBN
717
Selling square footage by brand as of July 31, 2023 and 2022 was as follows:
Change
Selling square footage (in thousands):
2,275
2,263
0.5
1,806
1,821
-0.8
Free People Group (1)
407
384
6.0
Total URBN (2)
4,488
4,468
0.4
We plan for future store growth for all three brands to come from expansion domestically and internationally, which may include opening stores in new and existing markets or entering into additional franchise or joint venture agreements. We plan for future digital channel growth to come from expansion domestically and internationally.
Projected openings and closings for fiscal 2024 are as follows:
Projected
Openings
Closings
2024
(11
260
(5
240
(4
Menus & Venues
(21
707
Franchisee-Owned Stores
716
Wholesale Segment
Our Wholesale segment includes the Free People, FP Movement and Urban Outfitters brands that sell through department and specialty stores worldwide, third-party digital businesses and our Retail segment. The Wholesale segment primarily designs, develops and markets young women’s contemporary casual apparel, intimates, FP Movement activewear and shoes under the Free People and FP Movement brands and the BDG and “iets frans” apparel collections under the Urban Outfitters brand. Our Wholesale segment net sales accounted for approximately 4.8% of consolidated net sales for the six months ended July 31, 2023, compared to 5.6% for the comparable period in fiscal 2023.
Nuuly Segment
Our Nuuly segment includes the Nuuly brand. Nuuly Rent is a monthly women’s apparel subscription rental service. For a monthly fee, Nuuly subscribers can select rental product from a wide selection of the Company’s own brands, third-party brands and one-of-a-kind vintage pieces via a custom-built, digital platform. Subscribers select their products each month, wear them as often as they like and then swap into new products the following month. Subscribers are also able to purchase the rented product. Our Nuuly segment net sales accounted for approximately 4.5% of consolidated net sales for the six months ended July 31, 2023, compared to approximately 2.3% for the comparable period in fiscal 2023.
23
Critical Accounting Policies and Estimates
Our Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States. These generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses during the reporting period.
Our significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Notes to our Consolidated Financial Statements for the fiscal year ended January 31, 2023, which are included in our Annual Report on Form 10-K filed with the SEC on April 3, 2023. Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. If actual results were to differ significantly from estimates made, the reported results could be materially affected. We are not currently aware of any reasonably likely events or circumstances that would cause our actual results to be materially different from our estimates. There have been no significant changes to our critical accounting policies during the six months ended July 31, 2023.
Results of Operations
As a Percentage of Net Sales
The table below sets forth, for the periods indicated, certain income statement data and the percentage of our net sales represented by such data. The table should be read in conjunction with the discussion that follows.
Three Months Ended July 31, 2023 (Fiscal 2024) Compared To
Three Months Ended July 31, 2022 (Fiscal 2023)
(amounts in millions)
1,272.2
100.0
1,183.4
816.6
64.2
808.8
68.3
455.6
35.8
374.6
31.7
323.5
25.4
288.8
24.4
132.1
10.4
85.8
7.3
3.4
0.3
(2.2
(0.2)
135.5
10.7
83.6
7.1
31.4
2.5
24.1
104.1
8.2
59.5
5.0
Net sales for the second quarter of fiscal 2024 were $1.27 billion, compared to $1.18 billion in the second quarter of fiscal 2023. The $88.8 million increase was attributable to a $64.9 million, or 5.9%, increase in Retail segment net sales and an increase in Nuuly segment net sales of $27.0 million, or 93.9%, partially offset by a $3.1 million, or 5.2%, decrease in Wholesale segment net sales.
The increase in our Retail segment net sales during the second quarter of fiscal 2024 was due to an increase of $51.9 million, or 4.9%, in Retail segment comparable net sales, and an increase of $13.0 million in non-comparable net sales. Retail segment comparable net sales increased 26.9% at the Free People Group and 10.6% at the Anthropologie Group and decreased 14.1% at Urban Outfitters. Retail segment comparable net sales increased in North America and were flat in Europe. The overall increase in Retail segment comparable net sales was driven by mid-single-digit positive growth in both retail store sales and digital channel sales. Comparable store net sales increased as higher store traffic and average unit retail price were partially offset by decreases in units per transaction, conversion rate and transactions. The digital channel comparable net sales increase was driven by increases in sessions and average order value, while conversion rate and units per transaction decreased. The increase in non-comparable net sales during the second quarter of fiscal 2024 was primarily due to the 44 new Company-owned stores and
24
restaurants opened and 20 Company-owned stores and restaurants closed since the prior comparable period and the positive impact of foreign currency translation.
The decrease in Wholesale segment net sales in the second quarter of fiscal 2024, as compared to the second quarter of fiscal 2023, was due to a $3.6 million, or 6.5%, decrease in sales for the Free People Group, partially offset by a $0.5 million increase in Urban Outfitters wholesale sales. The Free People Group wholesale sales decrease was primarily due to a decrease in sales to department stores. The increase in Nuuly segment net sales was driven by an 85% increase in our subscribers compared to the end of the prior year's comparable quarter.
Gross profit percentage for the second quarter of fiscal 2024 increased to 35.8% of net sales from 31.7% of net sales in the second quarter of fiscal 2023. Gross profit increased to $455.6 million in the second quarter of fiscal 2024 from $374.6 million in the second quarter of fiscal 2023. The increase in gross profit rate was primarily due to higher initial merchandise markups and lower merchandise markdowns at all three Retail segment brands. Higher initial merchandise markups were primarily driven by lower inbound transportation costs as a result of the improved global supply chain environment, which was negatively impacted by COVID-19 in the prior year period. The increase in gross profit dollars was due to the improved gross profit rate and higher net sales.
Total inventory at July 31, 2023, as compared to July 31, 2022, decreased by $111.0 million, or 15.9%, to $586.5 million. Retail segment inventory decreased by 14.1% primarily due to improved inventory control supported by a more reliable supply chain. Wholesale segment inventory decreased by 31.6% due to improved inventory control and a reduction in wholesale sales.
Selling, general and administrative expenses increased by $34.7 million, or 12.0%, in the second quarter of fiscal 2024, compared to the second quarter of fiscal 2023. Selling, general and administrative expenses as a percentage of net sales increased in the second quarter of fiscal 2024 to 25.4% of net sales, compared to 24.4% of net sales for the second quarter of fiscal 2023. The deleverage in selling, general and administrative expenses as a rate to sales was primarily related to higher incentive-based compensation costs due to improved Company performance and increased marketing and creative expenses to support increased sales and customer growth. The dollar growth in selling, general and administrative expenses was primarily related to higher compensation costs, including higher incentive-based compensation costs due to improved Company performance, as well as increased marketing and creative expenses to support increased sales and customer growth.
Income from operations was 10.4% of net sales, or $132.1 million, for the second quarter of fiscal 2024 compared to 7.3% of net sales, or $85.8 million, for the second quarter of fiscal 2023. The increase in operating income was primarily driven by the increase in gross profit. The increase in operating income rate was primarily due to the higher gross profit rate.
Our effective tax rate for the second quarter of fiscal 2024 was 23.2% compared to 28.8% in the second quarter of fiscal 2023. The change in effective tax rate for the three months ended July 31, 2023 was attributable to the ratio of foreign taxable earnings to global taxable earnings and the favorable impact of general business credits in the current year.
25
Six Months Ended July 31, 2023 (Fiscal 2024) Compared To
Six Months Ended July 31, 2022 (Fiscal 2023)
2,385.9
2,235.3
1,559.1
65.3
1,537.4
68.8
826.8
34.7
697.9
31.2
623.3
26.2
565.8
25.3
203.5
8.5
5.9
4.4
0.2
(4.3
(0.2
207.9
8.7
127.8
5.7
51.0
36.8
1.6
156.9
6.6
91.0
4.1
Net sales for the six months ended July 31, 2023 were $2.39 billion, compared to $2.24 billion in the comparable period of fiscal 2023. The $150.5 million increase was attributable to a $105.6 million, or 5.1%, increase in Retail segment net sales and an increase in Nuuly segment net sales of $55.6 million, or 107.8%, partially offset by a $10.7 million, or 8.5%, decrease in Wholesale segment net sales.
The increase in our Retail segment net sales during the first six months of fiscal 2024 was due to an increase of $94.3 million, or 4.7%, in Retail segment comparable net sales and an increase of $11.3 million in non-comparable net sales. Retail segment comparable net sales increased 22.5% at the Free People Group and 11.9% at the Anthropologie Group and decreased 13.7% at Urban Outfitters. Retail segment comparable net sales increased in North America and were flat in Europe. The overall increase in Retail segment comparable net sales was driven by mid-single-digit positive growth in both digital channel sales and retail store sales. The digital channel net sales increase was driven by increases in sessions and average order value, while conversion rate and units per transaction decreased. Comparable store net sales increased as a result of higher store traffic and average unit retail price, which were partially offset by decreases in units per transaction, conversion rate and transactions. The increase in non-comparable net sales during the first half of fiscal 2024 was primarily due to the positive net impact of the 49 new Company-owned stores and restaurants opened and 23 Company-owned stores and restaurants closed since the prior comparable period, partially offset by the negative impact of foreign currency translation.
The decrease in Wholesale segment net sales in the first six months of fiscal 2024, as compared to the first six months of fiscal 2023, was due to a $12.5 million, or 10.7%, decrease in sales for the Free People Group, partially offset by a $1.8 million increase in Urban Outfitters wholesale sales. The Free People Group wholesale sales decrease was primarily due to a decrease in sales to department stores and specialty stores. The increase in Nuuly segment net sales was due to an 85% increase in our subscribers compared to the end of the prior year's comparable period.
Gross profit percentage for the first six months of fiscal 2024 increased to 34.7% of net sales from 31.2% of net sales in the comparable period of fiscal 2023. Gross profit increased to $826.8 million in the first six months of fiscal 2024 from $697.9 million in the comparable period of fiscal 2023. The increase in gross profit rate was primarily due to higher initial merchandise markups at all three Retail segment brands primarily driven by lower inbound transportation costs as a result of the improved global supply chain environment, which was negatively impacted by COVID-19 in the prior year period. Additionally, the gross profit rate benefited from lower merchandise markdowns at the Anthropologie Group and Free People Group brands. The increase in gross profit dollars was due to the improved gross profit rate and higher net sales.
26
Selling, general and administrative expenses increased by $57.5 million, or 10.2%, in the first six months of fiscal 2024, compared to the comparable period of fiscal 2023. Selling, general and administrative expenses as a percentage of net sales increased in the first six months of fiscal 2024 to 26.2% of net sales, compared to 25.3% of net sales for the comparable period of fiscal 2023. The deleverage in selling, general and administrative expenses as a rate to sales was primarily related to higher incentive-based compensation costs due to improved Company performance and increased marketing and creative expenses to support increased sales and customer growth. The dollar growth in selling, general and administrative expenses was primarily related to higher compensation costs, including higher incentive-based compensation costs due to improved Company performance, as well as increased marketing and creative expenses to support increased sales and customer growth.
Income from operations was 8.5% of net sales, or $203.5 million, for the first six months of fiscal 2024 compared to 5.9% of net sales, or $132.1 million, for the first six months of fiscal 2023. The increase in operating income was primarily driven by the increase in gross profit. The increase in operating income rate was primarily due to the higher gross profit rate.
Our effective tax rate for the first six months of fiscal 2024 was 24.5% compared to 28.8% in the first six months of fiscal 2023. The change in effective tax rate for the six months ended July 31, 2023 was attributable to the ratio of foreign taxable earnings to global taxable earnings and the favorable impact of general business credits in the current year.
27
Liquidity and Capital Resources
The following tables set forth certain balance sheet and cash flow data for the periods indicated. These tables should be read in the conjunction with the discussion that follows:
Cash, cash equivalents and marketable securities
597.9
485.5
404.2
Working capital
408.0
347.3
300.5
211.2
(31.7
(178.0
35.7
(9.3
(118.3
The increase in working capital as of July 31, 2023, as compared to January 31, 2023, was primarily due to the increase in cash, cash equivalents and marketable securities, partially offset by the timing of disbursements. The increase in working capital as of July 31, 2023, as compared to July 31, 2022, was primarily due to the increase in cash, cash equivalents and marketable securities, partially offset by the decrease in inventory.
During the last two years, we have satisfied our cash requirements primarily through our cash flow from operating activities and/or through the sales and maturities of marketable securities. Our primary uses of cash have been to fund business operations, purchase inventory and rental product, expand and improve our fulfillment centers, open new stores and repurchase our common shares.
Cash Flows from Operating Activities
Our major source of cash from operations was merchandise sales and our primary outflow of cash from operations was for the payment of operational costs. The change in cash provided by operating activities in the first six months of fiscal 2024 compared to cash used in operating activities in the first six months of fiscal 2023 was primarily due to lower inventory purchases and higher net income in the first six months of fiscal 2024.
Cash Flows from Investing Activities
Cash used in investing activities in the first six months of fiscal 2024 primarily related to purchases of marketable securities, property and equipment and the initial cash payment for a tax credit investment, partially offset by the sales and maturities of marketable securities. Cash provided by investing activities in the first six months of fiscal 2023 primarily related to the sales and maturities of marketable securities, partially offset by purchases of property and equipment and marketable securities. Cash paid for property and equipment in the first six months of fiscal 2024 and 2023 was $78.5 million and $105.7 million, respectively, which was primarily used to expand our fulfillment center network and store base in both periods.
Cash Flows from Financing Activities
Cash used in financing activities in the first six months of fiscal 2024 primarily related to repurchases of our common shares from employees to meet payroll tax withholding requirements on vested share-based awards. Cash used in financing activities in the first six months of fiscal 2023 primarily related to repurchases of our common shares under our share repurchase programs and from employees to meet payroll tax withholding requirements on vested share-based awards.
Credit Facilities
See Note 5, “Debt,” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information regarding the Company’s debt.
Capital and Operating Expenditures
During fiscal 2024, we plan to open approximately 28 new Company-owned retail locations, expand or relocate certain existing retail locations, increase capacity at our Bristol, Pennsylvania Nuuly fulfillment center and invest in a new Nuuly fulfillment center in Raymore, Missouri in response to growth in the number of Nuuly subscribers, invest in new products, markets and brands, purchase inventory and rental product for our operating segments at levels appropriate to maintain our planned sales, upgrade our systems, improve and expand our digital capabilities and invest in omni-channel marketing when appropriate. We may also repurchase common shares. Additionally, we completed construction on our new omni-channel fulfillment center in Kansas City, Kansas in fiscal 2024. We believe that our new brand initiatives, new store openings, merchandise expansion programs, international growth opportunities and our marketing, social media, website and mobile initiatives are significant contributors to our sales growth and plan to continue our investment in these initiatives for all brands. We anticipate our capital expenditures during fiscal 2024 to be approximately $230 million, primarily to support new and expanded fulfillment and distribution centers and new store openings. All fiscal 2024 capital expenditures are expected to be financed by cash flow from operating activities and existing cash and cash equivalents. We believe that our new store investments generally have the potential to generate positive cash flow within a year. We may also enter into one or more acquisitions or transactions related to the expansion of our brand offerings, including additional franchise and joint venture agreements. We believe that our existing cash and cash equivalents, availability under our current credit facilities and future cash flows provided by operations will be sufficient to fund these initiatives.
Share Repurchases
See Note 8, “Shareholders’ Equity,” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information regarding the Company’s share repurchases.
Other Matters
See Note 1, “Basis of Presentation,” Recent Accounting Pronouncements, of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our quantitative or qualitative disclosures found in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed by us in our Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported on a timely basis and that such information is accumulated and communicated to management, including the Principal Executive Officer and the Principal Financial Officer, as appropriate, to allow timely decisions regarding the required disclosure. As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of these disclosure controls and procedures. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures were effective.
There have been no changes in our internal controls over financial reporting during the three months ended July 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Item 1. Legal Proceedings
We are party to various legal proceedings arising from normal business activities. Management believes that the ultimate resolution of these matters will not have a material adverse effect on our financial position, results of operations or cash flows.
Item 1A. Risk Factors
There have been no material changes in our risk factors since January 31, 2023. Please refer to our Annual Report on Form 10-K for the fiscal year ended January 31, 2023, filed with the SEC on April 3, 2023, for our risk factors.
Item 5. Other Information
On July 7, 2023, Harry S. Cherken, Jr., a director of the Company, adopted a Rule 10b5-1 trading arrangement through March 1, 2024 that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 80,000 shares of the Company's common stock.
Item 6. Exhibits
Exhibit
Number
Description
3.1
Amended and Restated Articles of Incorporation are incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q (file no. 000-22754) filed on September 9, 2004.
3.2
Amendment No. 1 to Amended and Restated Articles of Incorporation is incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q (file no. 000-22754) filed on September 9, 2004.
3.3
Amendment No. 2 to Amended and Restated Articles of Incorporation is incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (file no 000-22754) filed on May 31, 2013.
Amended and Restated By-laws are incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (file no 000-22754) filed on March 30, 2020.
31.1*
Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer.
31.2*
Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer.
32.1**
Section 1350 Certification of the Principal Executive Officer.
32.2**
Section 1350 Certification of the Principal Financial Officer.
101.INS*
Inline XBRL Instance Document.
101.SCH*
Inline XBRL Taxonomy Extension Schema.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase.
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith
Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the three and six months ended July 31, 2023, filed with the Securities and Exchange Commission on September 11, 2023, formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Shareholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.
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.
Date: September 11, 2023
By:
/s/ RICHARD A. HAYNE
Richard A. Hayne
Chief Executive Officer
/s/ MELANIE MAREIN-EFRON
Melanie Marein-Efron
Chief Financial Officer