The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and
related notes included elsewhere in this quarterly report. This discussion
contains forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995, which reflect our current
views with respect to, among other things, future events and financial
performance. You can identify these forward-looking statements by the use of
forward-looking words such as "outlook," "believes," "expects," "plans,"
"estimates," "targets," "strategies," or other comparable words. Any
forward-looking statements contained in this Form 10-Q are based upon our
historical performance and on current plans, estimates, and expectations. The
inclusion of this forward-looking information should not be regarded as a
representation by us or any other person that the future plans, estimates,
targets, strategies, or expectations contemplated by us will be achieved. Such
forward-looking statements are subject to various risks and uncertainties, which
include, without limitation:
the negative impacts the coronavirus (COVID-19) has had, and will continue to
? have, on our business, financial condition, profitability, cash flows and
supply chain, as well as consumer spending (including future uncertain
impacts);
? epidemics, pandemics like COVID-19 or natural disasters that have and could
continue to negatively impact sales;
? changes in the overall level of consumer spending and volatility in the
economy, including as a result of the COVID-19 pandemic;
? a decline in operating results that has and may continue to lead to asset
impairment and store closures charges;
? our ability to sustain our growth plans and successfully implement our
long-range strategic and financial plan;
? our ability to gauge beauty trends and react to changing consumer preferences
in a timely manner;
? the possibility that we may be unable to compete effectively in our highly
competitive markets;
? our ability to execute our Efficiencies for Growth cost optimization program;
the possibility that cybersecurity breaches and other disruptions could
? compromise our information or result in the unauthorized disclosure of
confidential information;
18
Table of Contents
? the possibility of material disruptions to our information systems;
the possibility that the capacity of our distribution and order fulfillment
? infrastructure and the performance of our newly opened and to be opened
distribution centers may not be adequate to support our recent growth and
expected future growth plans;
? changes in the wholesale cost of our products;
? the possibility that new store openings and existing locations may be impacted
by developer or co-tenant issues;
? our ability to attract and retain key executive personnel;
? our ability to successfully execute our common stock repurchase program or
implement future common stock repurchase programs; and
other risk factors detailed in our public filings with the Securities and
Exchange Commission (the SEC), including risk factors contained in Item 1A,
"Risk Factors" of our Annual Report on Form 10-K for the year ended February 1,
? 2020, as such were amended and supplemented in Part II, Item 1A, "Risk Factors"
of our Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2020,
and which may be further amended or supplemented in our subsequently filed
Quarterly Reports on Form 10-Q (including this report).
Except to the extent required by the federal securities laws, we undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise.
References in the following discussion to "we," "us," "our," "Ulta Beauty," the
"Company," and similar references mean Ulta Beauty, Inc. and its consolidated
subsidiaries, unless otherwise expressly stated or the context otherwise
requires.
Overview
We were founded in 1990 as a beauty retailer at a time when prestige, mass, and
salon products were sold through distinct channels - department stores for
prestige products; drug stores and mass merchandisers for mass products; and
salons and authorized retail outlets for professional hair care products. We
developed a unique specialty retail concept that offers a broad range of brands
and price points, a compelling value proposition, and a convenient and welcoming
shopping environment. We define our target consumer as a beauty enthusiast, a
consumer who is passionate about the beauty category and has high expectations
for the shopping experience. We believe our strategy provides us with the
competitive advantages that have contributed to our financial performance.
We are the largest beauty retailer in the United States and the premier beauty
destination for cosmetics, fragrance, skin care products, hair care products,
and salon services. We provide unmatched product breadth, value, and convenience
in a distinctive specialty retail environment. Key aspects of our business
include: our ability to offer our guests a unique combination of more than
25,000 beauty products from across the categories of prestige and mass
cosmetics, fragrance, haircare, skincare, bath and body products, and salon
styling tools, as well as a full-service salon in every store featuring hair,
skin, and brow services; our focus on delivering a compelling value proposition
to our guests across all of our product categories; and convenience, as our
stores are predominantly located in convenient, high-traffic locations such as
power centers.
The continued growth of our business and any future increases in net sales, net
income, and cash flows is dependent on our ability to execute our strategic
imperatives: 1) drive growth across beauty enthusiast consumer groups, 2) deepen
Ulta Beauty love and loyalty, 3) deliver a one of a kind, world class beauty
assortment, 4) lead the in-store and beauty services experience transformation,
5) reinvent beauty digital engagement, 6) deliver operational excellence and
drive efficiencies, and 7) invest in talent that drives a winning culture. Over
the long term, we believe that the expansion of the U.S. beauty products and
salon services industry, the shift in distribution channel of prestige beauty
products from department stores to specialty retail stores, coupled with Ulta
Beauty's competitive strengths, positions us to capture additional market share
in the industry.
Comparable sales is a key metric that is monitored closely within the retail
industry. Our comparable sales have fluctuated in the past, and we expect them
to continue to fluctuate in the future. A variety of factors affect our
comparable sales, including general U.S. economic conditions, changes in
merchandise strategy or mix, and timing and effectiveness of our marketing
activities, among others.
19
Table of Contents
Over the long term, our growth strategy is to increase total net sales through
increases in our comparable sales, opening new stores, and increasing
omnichannel capabilities. Long term operating profit is expected to increase as
a result of our ability to expand merchandise margin and leverage our fixed
store costs with comparable sales increases and operating efficiencies offset by
incremental investments in people, systems, and supply chain required to support
a 1,500 to 1,700 store chain in the U.S. with successful e-commerce and
competitive omnichannel capabilities.
COVID-19 Response
We have been and continue to closely monitor the impact of the COVID-19 outbreak
on all facets of our business. We have taken decisive actions to protect the
safety of our associates and guests and to manage the business through the fluid
and challenging environment resulting from the COVID-19 pandemic.
In late 2019, COVID-19 was detected in Wuhan, China and other jurisdictions,
prompting the Chinese government to quarantine certain affected regions and
impose both internal and external travel restrictions within the country. The
virus has since spread to almost every other part of the world, including the
U.S., and in March 2020, the World Health Organization declared COVID-19 a
global pandemic. Federal, state, and local governments implemented various
restrictions, including travel restrictions, border closings, restrictions on
public gatherings, quarantining of people who may have been exposed to the
virus, shelter-in-place restrictions and limitations on business operations.
In response to government recommendations and for the health and safety of our
associates and guests, on March 19, 2020 we temporarily closed all stores across
the U.S., while continuing to support our essential e-commerce operations.
Effective April 19, 2020, we temporarily furloughed many of our store and salon
associates. Throughout the second quarter, stores were reopened on a phased
timeline, by taking a thoughtful, measured approach based on a variety of
criteria, including state and local guidelines and the adoption of our new Shop
Safe Standards related safety protocols. As of July 20, 2020, we completed our
phased reopening process. As of August 1, 2020, salon services are available in
about 88% of stores, and brow services are offered in about 85% of stores.
Reflecting operational limitations related to COVID-19 and the partial
resumption of services, the Company has reactivated approximately 17,000
furloughed associates.
Our results of operations for the 13 and 26 weeks ended August 1, 2020, were
significantly impacted by the effects of COVID-19. Comparable sales decreased
26.7% and 31.1% for the 13 and 26 weeks ended August 1, 2020, respectively, as a
result of the COVID-19 pandemic, but the multi-year, strategic investments we
have made to enhance our omnichannel and supply chain capabilities, combined
with the ongoing commitment of our distribution associates, have enabled us to
support increased e-commerce demand and guest engagement. In addition to
decreases in net revenue, our overall profitability also decreased as compared
to the prior year. These developments have further required us to recognize
certain long-lived asset impairment charges and store closure charges. Further,
in connection with the Coronavirus Aid, Relief, and Economic Security (CARES)
Act, we recognized payroll subsidies as a reduction of selling, general and
administrative expenses in the consolidated statement of operations.
As we navigate these unprecedented circumstances, we continue to focus on our
financial flexibility, including drawing down $800.0 million under our $1.0
billion revolving credit facility on March 18, 2020. In addition, since the
onset of the COVID-19 pandemic, we have taken the following steps to preserve
financial liquidity:
? limited new hires and delayed merit increases for all corporate, store, and
salon associates;
? reduced marketing, travel and controllable expenses;
? moderated the pace of investments to build international capabilities;
? aligned inventory receipts with current sales trends;
? prioritized payment obligations;
? reduced new store openings, relocations and remodel projects; and
? suspended our stock repurchase program.
To help support our associates through this crisis, we expanded the criteria for
our Associate Relief Program to include those who need assistance due to a
personal hardship as a result of COVID-19. The Ulta Beauty executive team and
Board of Directors have each made personal donations to the program.
20
Table of Contents
We also provided support for those who are working on the front lines. Since the
crisis began, Ulta Beauty has donated 450,000 gloves and 141,000 essential
beauty items to several national organizations serving local communities and
healthcare workers. And, as a special thank you, all healthcare workers will be
able to make appointments for a half-price haircut and styling in the first
month their local Ulta Beauty store is re-opened.
While sales are expected to be challenged as events continue to change, we are
unable to accurately predict the impact that COVID-19 will have on our results
of operations due to uncertainties including, but not limited to, the potential
temporary reclosing of certain of our stores, the duration of quarantines,
shelter-in-place and other travel restrictions within the U.S. and other
affected countries, the severity of the virus, the duration of the outbreak, and
the public's response to the outbreak and its eventual aftermath.
Industry trends
Our research indicates that Ulta Beauty has captured meaningful market share
across all categories over the last several years. However, our research also
suggests that the cosmetics category in the overall U.S. market experienced
mid-single digit declines through fiscal 2019 and into 2020. Beauty cycles are
impacted by demographics and innovation. While demographic trends continue to be
favorable, we believe a lack of incremental innovation has resulted in a
challenging cycle for the cosmetics category, as innovation brought to the
market has not resulted in incremental product purchases. In addition, COVID-19
and its various impacts have influenced consumer behavior due to the closures of
offices, retail stores and other businesses and the significant decline in
social gatherings. We remain confident that our differentiated and diverse
business model, our commitment to strategic investments, and our highly engaged
associates will continue to drive market share gains over the long term.
Basis of presentation
The Company has one reportable segment, which includes retail stores, salon
services, and e-commerce.
We recognize merchandise revenue at the point of sale in our retail stores.
E-commerce merchandise sales are recognized based upon shipment of merchandise
to the guest based on meeting the transfer of control criteria. Retail store and
e-commerce sales are recorded net of estimated returns. Shipping and handling
are treated as costs to fulfill the contract and not a separate performance
obligation. Accordingly, we recognize revenue for our single performance
obligation related to online sales at the time control of the merchandise passes
to the customer, which is at the time of shipment. We provide refunds for
merchandise returns within 60 days from the original purchase date; however, due
to store closures during the quarter, we extended our return policy to 180 days.
State sales taxes are presented on a net basis as we consider our self a
pass-through conduit for collecting and remitting state sales tax. Salon service
revenue is recognized at the time the service is provided to the guest. Gift
card sales revenue is deferred until the guest redeems the gift card. Company
coupons and other incentives are recorded as a reduction of net sales. Other
revenue sources include the private label credit card and co-branded credit card
programs, as well as deferred revenue related to the loyalty program and gift
card breakage.
Comparable sales reflect sales for stores beginning on the first day of the
14th month of operation. Therefore, a store is included in our comparable store
base on the first day of the period after one year of operations plus the
initial one-month grand opening period. Non-comparable store sales include sales
from new stores that have not yet completed their 13th month of operation and
stores that were closed for part or all of the period in either year. Remodeled
stores are included in comparable sales unless the store was closed for a
portion of the current or prior period. Comparable sales include retail sales
and salon services (including stores temporarily closed due to COVID-19), and
e-commerce. There may be variations in the way in which some of our competitors
and other retailers calculate comparable or same store sales.
Measuring comparable sales allows us to evaluate the performance of our store
base as well as several other aspects of our overall strategy. Several factors
could positively or negatively impact our comparable sales results:
? the general national, regional, and local economic conditions and corresponding
impact on customer spending levels;
? the introduction of new products or brands;
21
Table of Contents
? the location of new stores in existing store markets;
? competition;
? our ability to respond on a timely basis to changes in consumer preferences;
? the effectiveness of our various merchandising and marketing activities; and
? the number of new stores opened and the impact on the average age of all of our
comparable stores.
Cost of sales includes:
? the cost of merchandise sold, including substantially all vendor allowances,
which are treated as a reduction of merchandise costs;
? distribution costs including labor and related benefits, freight, rent,
depreciation and amortization, real estate taxes, utilities, and insurance;
? shipping and handling costs;
retail stores occupancy costs including rent, depreciation and amortization,
? real estate taxes, utilities, repairs and maintenance, insurance, licenses, and
cleaning expenses;
? salon services payroll and benefits; and
? shrink and inventory valuation reserves.
Our cost of sales may be negatively impacted as we open new stores. Changes in
our merchandise mix may also have an impact on cost of sales. This presentation
of items included in cost of sales may not be comparable to the way in which our
competitors or other retailers compute their cost of sales.
Selling, general and administrative expenses include:
? payroll, bonus, and benefit costs for retail stores and corporate employees;
? advertising and marketing costs;
? occupancy costs related to our corporate office facilities;
? stock-based compensation expense;
depreciation and amortization for all assets, except those related to our
? retail stores and distribution operations, which are included in cost of
sales; and
? legal, finance, information systems, and other corporate overhead costs.
This presentation of items in selling, general and administrative expenses may
not be comparable to the way in which our competitors or other retailers compute
their selling, general and administrative expenses.
Impairment charges, store closures and other costs include long-lived fixed
asset and operating lease asset impairment charges and other costs associated
with store closings, including severance.
Pre-opening expenses include non-capital expenditures during the period prior to
store opening for new, remodeled, and relocated stores including rent from the
control date through store opening date for new and relocated stores, store
set-up labor, management and employee training, and grand opening advertising.
Interest expense (income), net includes both interest income and expense.
Interest expense includes interest costs and facility fees associated with our
credit facility, which is structured as an asset-based lending instrument. Our
credit facility interest is based on a variable interest rate structure which
can result in increased cost in periods of rising interest rates. Interest
income represents interest from cash equivalents and short-term investments with
maturities of twelve months or less from the date of purchase.
Income tax expense reflects the federal statutory tax rate and the weighted
average state statutory tax rate for the states in which we operate stores.
22
Table of Contents
Results of operations
Our quarterly periods are the 13 weeks ending on the Saturday closest to
April 30, July 31, October 31, and January 31. The Company's second quarter in
fiscal 2020 and 2019 ended on August 1, 2020 and August 3, 2019, respectively.
Our operating results for the 13 and 26 weeks ended August 1, 2020 may not be
indicative of the results that may be expected for the fiscal year ending
January 30, 2021 because of the COVID-19 pandemic. In addition, our quarterly
results of operations have varied in the past and are likely to do so again in
the future. As such, we believe that period-to-period comparisons of our results
of operations should not be relied upon as an indication of our future
performance.
The following table presents the components of our consolidated results of
operations for the periods indicated:
13 Weeks Ended 26 Weeks Ended
August 1, August 3, August 1, August 3,
(Dollars in thousands) 2020 2019 2020 2019
Net sales $ 1,228,009 $ 1,666,607 $ 2,401,219 $ 3,409,636
Cost of sales 899,002 1,060,708 1,768,607 2,158,890
Gross profit 329,007 605,899 632,612 1,250,746
Selling, general and administrative
expenses 271,587 392,843 652,499 795,976
Impairment charges, store closures and
other costs 40,758 - 60,300 -
Pre-opening expenses 3,907 5,038 8,542 9,212
Operating income (loss) 12,755 208,018 (88,729) 445,558
Interest expense (income), net 2,617 (1,671) 3,889 (3,717)
Income (loss) before income taxes 10,138 209,689 (92,618) 449,275
Income tax expense (benefit) 2,086 48,431 (22,161) 95,796
Net income (loss) $ 8,052 $ 161,258 $ (70,457) $ 353,479
Other operating data:
Number of stores end of period 1,264 1,213 1,264 1,213
Comparable sales increase (decrease) (26.7%) 6.2% (31.1%) 6.6%
13 Weeks Ended 26 Weeks Ended
August 1, August 3, August 1, August 3,
(Percentage of net sales) 2020 2019 2020 2019
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 73.2% 63.6% 73.7% 63.3%
Gross profit 26.8% 36.4% 26.3% 36.7%
Selling, general and administrative
expenses 22.1% 23.6% 27.2% 23.3%
Impairment charges, store closures and
other costs 3.3% 0.0% 2.5% 0.0%
Pre-opening expenses 0.3% 0.3% 0.3% 0.3%
Operating income (loss) 1.1% 12.5% (3.7%) 13.1%
Interest expense (income), net (0.2%) 0.1% (0.1%) 0.1%
Income (loss) before income taxes 0.9% 12.6% (3.8%) 13.2%
Income tax expense (benefit) 0.2% 2.9% (0.9%) 2.8%
Net income (loss) 0.7% 9.7% (2.9%) 10.4%
23
Table of Contents
Comparison of 13 weeks ended August 1, 2020 to 13 weeks ended August 3, 2019
Net sales
Net sales decreased $438.6 million or 26.3%, to $1.2 billion for the 13 weeks
ended August 1, 2020, compared to $1.7 billion for the 13 weeks ended August 3,
2019. The net sales decrease was driven by the negative impacts of the COVID-19
pandemic, including the temporary closing of our brick-and-mortar retail stores,
shelter in place orders, social distancing and quarantines, and a decrease of
$4.3 million in other revenue. Total comparable sales for the 13 weeks ended
August 1, 2020, decreased 26.7% compared to an increase of 6.2% for the 13 weeks
ended August 3, 2020. During the 13 weeks ended August 1, 2020, transactions
declined 36.2% and average ticket increased 14.9%.
Gross profit
Gross profit decreased $276.9 million or 45.7%, to $329.0 million for the 13
weeks ended August 1, 2020, compared to $605.9 million for the 13 weeks ended
August 3, 2019. Gross profit as a percentage of net sales decreased to 26.8% for
the 13 weeks ended August 1, 2020, compared to 36.4% for the 13 weeks ended
August 3, 2019. The decrease in gross profit margin was primarily due to
deleverage of fixed costs due to lower sales, channel mix shifts, deleverage of
salon expenses due to lower sales, and an increase in inventory reserves. These
pressures were partially offset by lower promotional activity.
Selling, general and administrative expenses
Selling, general and administrative (SG&A) expenses decreased $121.3 million or
30.9%, to $271.6 million for the 13 weeks ended August 1, 2020, compared to
$392.8 million for the 13 weeks ended August 3, 2019. SG&A expenses as
a percentage of net sales decreased to 22.1% for the 13 weeks ended August 1,
2020, compared to 23.6% for the 13 weeks ended August 3, 2019. The decrease was
primarily due to leverage related to lower store payroll and benefits, including
the employee retention credits made available under the CARES Act, and lower
marketing expense, partially offset by increased expenses related to strategic
growth investments made in 2019 and deleverage of store expenses due to lower
sales resulting from the impact of COVID-19.
Impairment charges, store closures and other costs
We recognized $20.9 million of impairment primarily for tangible long-lived
assets and operating lease assets associated with our retail stores during
the 13 weeks ended August 1, 2020. The impairment charges were driven by lower
than projected revenues in certain stores and were determined using
entity-specific assumptions related to our anticipated use of store assets. In
our review, we considered multiple factors including, but not limited to:
forecasted scenarios related to store performance and likelihood that these
scenarios would be ultimately realized; the historical performance of the stores
before the temporary store closures in response to the COVID-19 pandemic; and
the remaining useful lives of the assets.
Additionally, for the 13 weeks ended August 1, 2020, we recognized $19.6 million
of long-lived asset impairment charges and $0.3 million in related severance
charges related to the permanent closure of 19 stores. There were no related
asset impairment charges for the 13 weeks ended August 3, 2019.
Pre-opening expenses
Pre-opening expenses decreased $1.1 million to $3.9 million for the 13 weeks
ended August 1, 2020, compared to $5.0 million for the 13 weeks ended August 3,
2019. New store activity was temporarily paused during the quarter due to
COVID-19. As a result, during the 13 weeks ended August 1, 2020, we had no new
store openings, compared to the 13 weeks ended August 3, 2019, when we opened 20
new stores, remodeled eight stores, and relocated four stores.
Interest expense (income), net
Interest expense, net was $2.6 million for the 13 weeks ended August 1, 2020
compared to $1.7 million of interest income for the 13 weeks ended August 3,
2019. Interest expense represents interest on borrowings and fees related to the
credit facility. Interest income results from cash equivalents and short-term
investments with maturities of twelve months
24
Table of Contents
or less from the date of purchase. As of August 1, 2020, we had $800.0 million
outstanding under the credit facility. We did not have any outstanding
borrowings on our credit facility as of August 3, 2019.
Income tax expense (benefit)
Income tax expense of $2.1 million for the 13 weeks ended August 1, 2020
represents an effective tax rate of 20.6%, compared to $48.4 million of tax
expense representing an effective tax rate of 23.1% for the 13 weeks ended
August 3, 2019. The lower effective tax rate is primarily due to a decrease in
operating income.
Net income
Net income was $8.1 million for the 13 weeks ended August 1, 2020, compared to
$161.3 million for the 13 weeks ended August 3, 2019. The decrease in net income
is primarily due to the $276.9 million decrease in gross profit partially offset
by a decrease in SG&A expenses of $121.3 million and $46.3 million decrease in
income taxes. These decreases were partially offset by a $40.8 million increase
in impairment charges, store closures and other costs.
Comparison of 26 weeks ended August 1, 2020 to 26 weeks ended August 3, 2019
Net sales
Net sales decreased $1.0 billion or 29.6%, to $2.4 billion for the 26 weeks
ended August 1, 2020, compared to $3.4 billion for the 26 weeks ended August 3,
2019. The net sales decrease was driven by the negative impacts of the COVID-19
pandemic, including the temporary closing of our brick-and-mortar retail stores,
shelter in place orders, social distancing and quarantines, and a decrease of
$2.0 million in other revenue. Total comparable sales decreased 31.1%. During
the 26 weeks ended August 1, 2020, transactions declined 37.4% and average
ticket increased 10.1%.
Gross profit
Gross profit decreased $618.1 million or 49.4%, to $632.6 million for the 26
weeks ended August 1, 2020, compared to $1.3 billion for the 26 weeks ended
August 3, 2019. Gross profit as a percentage of net sales decreased to 26.3% for
the 26 weeks ended August 1, 2020, compared to 36.7% for the 26 weeks ended
August 3, 2019. The decrease in gross profit margin was primarily due to
deleverage of fixed costs due to lower sales, channel mix shifts, deleverage of
salon expenses due to lower sales, and an increase in inventory reserves. These
pressures were partially offset by lower promotional activity.
Selling, general and administrative expenses
SG&A expenses decreased $143.5 million or 18.0%, to $652.5 million for the 26
weeks ended August 1, 2020, compared to $796.0 million for the 26 weeks ended
August 3, 2019. SG&A expenses as a percentage of net sales increased to 27.2%
for the 26 weeks ended August 1, 2020, compared to 23.3% for the 26 weeks ended
August 3, 2019. The increase was primarily due to deleverage in store expenses
due to lower sales resulting from the impact of COVID-19 and increased expenses
related to strategic growth investments made in 2019, partially offset by
leverage related to the store payroll and benefits, including the employee
retention credits made available under the CARES Act.
Impairment charges, store closures and other costs
We recognized $40.4 million of impairment primarily for tangible long-lived
assets and operating lease assets associated with our retail stores during
the 26 weeks ended August 1, 2020. The impairment charges were driven by lower
than projected revenues in certain stores and were determined using
entity-specific assumptions related to our anticipated use of store assets. In
our review, we considered multiple factors including, but not limited to:
forecasted scenarios related to store performance and likelihood that these
scenarios would be ultimately realized; the historical performance of the stores
before the temporary store closures in response to the COVID-19 pandemic; and
the remaining useful lives of the assets.
25
Table of Contents
Additionally, for the 26 weeks ended August 1, 2020, we recognized $19.6 million
of long-lived asset impairment charges and $0.3 million in related severance
charges related to the permanent closure of 19 stores. There were no related
asset impairment charges for the 26 weeks ended August 3, 2019.
Pre-opening expenses
Pre-opening expenses decreased $0.7 million to $8.5 million for the 26 weeks
ended August 1, 2020, compared to $9.2 million for the 26 weeks ended August 3,
2019. New store activity was temporarily paused during the second quarter. As a
result, during the 26 weeks ended August 1, 2020, we opened 11 new stores and
relocated one store, compared to the 26 weeks ended August 3, 2019, when we
opened 42 new stores, remodeled nine stores, and relocated four stores.
Interest expense (income), net
Interest expense, net was $3.9 million for the 26 weeks ended August 1, 2020
compared to $3.7 million of interest income, net for the 26 weeks ended August
3, 2019. Interest expense represents interest on borrowings and fees related to
the credit facility. Interest income results from cash equivalents and
short-term investments with maturities of twelve months or less from the date of
purchase. As of August 1, 2020, we had $800.0 million outstanding under the
credit facility. We did not have any outstanding borrowings on our credit
facility as of August 3, 2019.
Income tax expense (benefit)
Income tax benefit of $22.2 million for the 26 weeks ended August 1, 2020
represents an effective tax rate of 23.9%, compared to $95.8 million of tax
expense representing an effective tax rate of 21.3% for the 26 weeks ended
August 3, 2019. The higher effective tax rate is primarily due to a reduction of
tax-deductible stock option expense in the first 26 weeks of fiscal 2020.
Net income (loss)
Net loss was $70.5 million for the 26 weeks ended August 1, 2020, compared to
net income of $353.5 million for the 26 weeks ended August 3, 2019. The decrease
in net income is primarily due to the $618.1 million decrease in gross profit
partially offset by a $143.5 million decrease in SG&A expenses and $118.0
million decrease to income taxes. These decreases were partially offset by a
$60.3 million increase in impairment charges, store closures and other costs.
Liquidity and capital resources
Our primary cash needs are for rent, capital expenditures for new, remodeled,
relocated, and refreshed stores (prestige boutiques and related in-store
merchandising upgrades), increased merchandise inventories related to store
expansion and new brand additions, in-store boutiques (sets of custom-designed
fixtures configured to prominently display certain prestige brands within our
stores), supply chain improvements, share repurchases, and continued improvement
in our information technology systems.
Our primary sources of liquidity are cash and cash equivalents, short-term
investments, cash flows from operations, including changes in working capital,
and borrowings under our credit facility. As of August 1, 2020, February 1,
2020, and August 3, 2019, we had cash and cash equivalents of $1.2 billion,
$502.3 million, and $327.4 million, respectively.
The most significant components of our working capital are merchandise
inventories and cash and cash equivalents reduced by related accounts payable
and accrued expenses. Our working capital needs are greatest from August through
November each year as a result of our inventory build-up during this period for
the approaching holiday season. This is also the time of year when we are at
maximum investment levels in our new store class and may not have collected all
of the landlord allowances due to us as part of our lease agreements. Based on
past performance and current expectations, we believe that cash and cash
equivalents, short-term investments, cash generated from operations, and
borrowings under the credit facility will satisfy the Company's working capital
needs, capital expenditure needs, commitments, and other liquidity requirements
through at least the next twelve months.
26
Table of Contents
The following table presents a summary of our cash flows for the periods
indicated:
26 Weeks Ended
August 1, August 3,
(In thousands) 2020 2019
Net cash provided by operating activities $ 15,989 $ 447,336
Net cash provided by (used in) investing activities 26,304 (334,552)
Net cash provided by (used in) financing activities 722,670 (344,637)
Effect of exchange rate changes on cash and cash equivalents 30 -
Net increase (decrease) in cash and cash equivalents $ 764,993 $ (231,853)
Operating activities
Operating activities consist of net income (loss) adjusted for certain non-cash
items, including depreciation and amortization, non-cash lease expense,
impairment charges, store closures and other costs, deferred income taxes,
stock-based compensation expense, realized gains or losses on disposal of
property and equipment, and the effect of working capital changes. The decrease
over the prior period is mainly due to the decrease in net income and the timing
of accounts payable, partially offset by increase in disposals of property and
equipment and impairment charges, store closures and other costs. The decrease
in net income was primarily due to a decrease in gross profit resulting from
lower sales as a result of the COVID-19 pandemic and an increase in impairment
charges, partially offset by a decrease in SG&A expenses and income taxes.
Merchandise inventories, net were $1.4 billion at August 1, 2020, compared to
$1.3 billion at August 3, 2019, representing an increase of $52.5 million or
4.0%. The increase in inventory is primarily due to the addition of 51 net new
stores opened since August 3, 2019. Average inventory per store was down
slightly compared to prior year.
Investing activities
We have historically used cash primarily for new, remodeled, relocated, and
refreshed stores, supply chain investments, short-term investments, and
investments in information technology systems. Investment activities for capital
expenditures were $77.1 million during the 26 weeks ended August 1, 2020,
compared to $151.2 million during the 26 weeks ended August 3, 2019. During the
26 weeks ended August 1, 2020, we contributed $5.4 million to equity method
investments.
Our future investments will depend primarily on the number of new, remodeled,
and relocated stores, information technology systems, and supply chain
investments we undertake and the timing of these expenditures. In light of the
pandemic, we have reduced our capital expenditure plan for fiscal 2020, and now
anticipate capital expenditures will be between $180 million and $200 million.
Financing activities
Financing activities consist principally of borrowings on our revolving credit
facility, share repurchases, and capital stock transactions. Purchases of
treasury shares represent the fair value of common shares repurchased from plan
participants in connection with shares withheld to satisfy minimum statutory tax
obligations upon the vesting of restricted stock. As of August 1, 2020, we had
$800.0 million outstanding under the credit facility, and we had no borrowings
outstanding under our credit facility as of February 1, 2020 and August 3, 2019.
Share repurchase plan
On March 15, 2018, we announced that the Board of Directors authorized a share
repurchase program (the 2018 Share Repurchase Program) pursuant to which the
Company could repurchase up to $625.0 million of the Company's common stock. The
2018 Share Repurchase Program authorization revoked the previously authorized
but unused amount of $41.3 million from the earlier share repurchase program.
The 2018 Share Repurchase Program did not have an expiration date but provided
for suspension or discontinuation at any time.
27
Table of Contents
On March 14, 2019, we announced that the Board of Directors authorized a new
share repurchase program (the 2019 Share Repurchase Program) pursuant to which
the Company could repurchase up to $875.0 million of the Company's common stock.
The 2019 Share Repurchase Program authorization revoked the previously
authorized but unused amount of $25.4 million from the 2018 Share Repurchase
Program. The 2019 Share Repurchase Program did not have an expiration date but
provided for suspension or discontinuation at any time.
On March 12, 2020, we announced that the Board of Directors authorized a new
share repurchase program (the 2020 Share Repurchase Program) pursuant to which
the Company may repurchase up to $1.6 billion of the Company's common stock. The
2020 Share Repurchase Program authorization revoked the previously authorized
but unused amounts of $165.3 million from the 2019 Share Repurchase Program. The
2020 Share Repurchase Program does not have an expiration date and may be
suspended or discontinued at any time. On April 2, 2020, we announced that the
share repurchase program has been suspended in order to strengthen our liquidity
and preserve cash while navigating the COVID-19 pandemic.
A summary of the Company's common stock repurchase activity is presented in the
following table:
26 Weeks Ended
(Dollars in millions) August 1, 2020 August 3, 2019
Shares repurchased 326,970 1,110,034
Total cost of shares repurchased $ 73.0 $ 378.3
Credit facility
On March 11, 2020, we entered into Amendment No. 1 to the Second Amended and
Restated Loan Agreement (as so amended, the Loan Agreement) with Wells Fargo
Bank, National Association, as Administrative Agent, Collateral Agent and a
Lender thereunder; Wells Fargo Bank, National Association and JPMorgan Chase
Bank, N.A., as Lead Arrangers and Bookrunners; JPMorgan Chase Bank, N.A., as
Syndication Agent and a Lender; PNC Bank, National Association, as Documentation
Agent and a Lender; and the other lenders party thereto. The Loan Agreement
matures on March 11, 2025, provides maximum revolving loans equal to the lesser
of $1.0 billion or a percentage of eligible owned inventory and eligible owned
receivables (which borrowing base may, at the election of the Company and
satisfaction of certain conditions, include a percentage of qualified cash),
contains a $50.0 million subfacility for letters of credit and allows the
Company to increase the revolving facility by an additional $100.0 million,
subject to the consent by each lender and other conditions. The Loan Agreement
contains a requirement to maintain a fixed charge coverage ratio of not less
than 1.0 to 1.0 during such periods when availability under the Loan Agreement
falls below a specified threshold. Substantially all of the Company's assets are
pledged as collateral for outstanding borrowings under the Loan Agreement.
Outstanding borrowings bear interest, at the Company's election, at either a
base rate plus a margin of 0% to 0.125% or the London Interbank Offered Rate
plus a margin of 1.125% to 1.250%, with such margins based on the Company's
borrowing availability, and the unused line fee is 0.20% per annum.
As of August 1, 2020, we had $800.0 million outstanding under the credit
facility and the weighted average interest rate was 1.59%. As of February 1,
2020 and August 3, 2019, we had no borrowings outstanding under the credit
facility. As of August 1, 2020, we were in compliance with all terms and
covenants of the Loan Agreement.
Seasonality
Our business is subject to seasonal fluctuation. Significant portions of our net
sales and profits are realized during the fourth quarter of the fiscal year due
to the holiday selling season. To a lesser extent, our business is also affected
by Mother's Day and Valentine's Day. Any decrease in sales during these higher
sales volume periods could have an adverse effect on our business, financial
condition, or operating results for the entire fiscal year. Our quarterly
results of operations have varied in the past and are likely to do so again in
the future. As such, we believe that period-to-period comparisons of our results
of operations should not be relied upon as an indication of our future
performance.
28
Table of Contents
Off-balance sheet arrangements
As of August 1, 2020, we have not entered into any "off-balance sheet"
arrangements, as that term is described by the SEC. We do, however, have
off-balance sheet purchase obligations incurred in the ordinary course of
business.
Contractual obligations
Our contractual obligations consist of operating lease obligations, purchase
obligations, and our revolving line of credit. During the 26 weeks ended August
1, 2020, we increased our long-term debt by $800.0 million.
Critical accounting policies and estimates
Management's discussion and analysis of financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles. The
preparation of these consolidated financial statements required the use of
estimates and judgments that affect the reported amounts of our assets,
liabilities, revenues, and expenses. Management bases estimates on historical
experience and other assumptions it believes to be reasonable under the
circumstances and evaluates these estimates on an on-going basis. Actual results
may differ from these estimates. There have been no significant changes to the
critical accounting policies and estimates included in our Annual Report on
Form 10-K for the fiscal year ended February 1, 2020.
Recent accounting pronouncements not yet adopted
See Note 2 to our consolidated financial statements, "Summary of significant
accounting policies - Recent accounting pronouncements not yet adopted."
Recently adopted accounting pronouncements
See Note 2 to our consolidated financial statements, "Summary of significant
accounting policies - Recently adopted accounting pronouncements."
© Edgar Online, source Glimpses