Item 8.01. Other Events
Due to the coronavirus ("COVID-19") outbreak, Urban Outfitters, Inc. (the
"Company," "we," "us," or "our") is filing this Current Report on Form 8-K to
avail itself of an extension to file its Quarterly Report on Form 10-Q for the
fiscal quarter ended April 30, 2020 (the "Quarterly Report"). The Company is
relying on the Securities and Exchange Commission's Order under Section 36 of
the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and
Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release
No. 34-88465) (the "Order").
The Company's operations and business have experienced significant disruptions
due to the unprecedented conditions surrounding the COVID-19 pandemic. These
disruptions include, but are not limited to, the temporary leaves of absence of
a significant number of our employees, the temporary closures of all of our
offices and global retail locations, and other financial and operational
concerns associated with or caused by COVID-19. Specifically, the Company is
relying on the Order to allow for additional time to complete the impairment
assessments of the Company's long-lived assets for the quarter, which is
necessary to finalize the Quarterly Report. The Company anticipates that it will
file its Quarterly Report no later than 45 days after June 9, 2020.
Risk Factors
"Item 1A, Risk Factors" in our Annual Report on Form 10-K for the fiscal year
ended January 31, 2020, filed with the SEC on March 31, 2020, includes a
discussion of our risk factors. The information presented below updates, and
should be read in conjunction with, the risk factors disclosed in our Annual
Report on Form 10-K. The effects of the events and circumstances described in
the following risk factor may have the additional effect of heightening many of
the other risks noted in our Annual Report on Form 10-K. Otherwise, except as
presented below, there have been no material changes to our risk factors
disclosed in the "Risk Factors" section of our Annual Report on Form 10-K
for the fiscal year ended January 31, 2020, filed with the SEC on March 31,
2020.
The coronavirus pandemic has and will continue to materially and adversely
affect our business operations globally.
The coronavirus pandemic continues to materially impact the Company's operations
in the United States and globally, and related government and private sector
responsive actions have and will continue to adversely affect its business
operations. On March 11, 2020, the World Health Organization declared the novel
strain of coronavirus (COVID-19) a global pandemic and recommended containment
and mitigation measures worldwide, causing public health officials to recommend
precautions to mitigate the spread of the virus, including warning against
congregating in heavily populated areas, such as malls and shopping centers. On
March 14, 2020, the Company announced that it temporarily closed all stores
globally. The Company has reopened stores in select states and countries as
permitted by local government guidelines for retail establishments and intends
to continue to reopen stores under such guidelines, which includes following
newly established health protocols, providing personal protective equipment to
our employees, and implementing social distancing working practices. The
Company's distribution and fulfillment centers remained open to support the
digital business and the Wholesale segment operations but have done so with
additional safety procedures and enhanced cleaning to protect the health of the
employees. The Company closed its offices and showrooms globally with the
exception of location dependent employees. All other corporate and showroom
employees are working remotely.
The extent of the impact of the coronavirus pandemic on our business,
consolidated results of operations, consolidated financial position and
consolidated cash flows, including any potential impairment or other fair value
adjustments, will depend largely on future developments, including the duration
and spread of the outbreak in the U.S. and globally, the related impact on
consumer confidence and spending and the willingness of customers to visit malls
and shopping centers, the willingness of employees to staff our stores and
fulfillment centers, and when, or if, we will be able to resume normal
operations, all of which are highly uncertain and cannot be predicted.
Additionally, we may need to cease or significantly limit our operations again
if subsequent outbreaks occur, either more broadly or within our stores.
Nevertheless, the coronavirus pandemic presents significant uncertainty and risk
with respect to our business, financial performance and condition, operating
results, liquidity and cash flows.
Forward-Looking Statements
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 Current Report on Form 8-K, 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: the impacts of the coronavirus (COVID-19) pandemic, 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,
overall economic and market conditions and worldwide political events and the
resultant impact on consumer spending patterns, 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, terrorism and civil unrest, natural disasters, severe or unseasonable
weather conditions or public health crises such as the coronavirus (COVID-19)
pandemic, increases in labor costs, increases in raw material costs,
availability of suitable retail space for expansion, timing of store openings,
risks associated with international expansion, seasonal fluctuations in gross
sales, the departure of one or more key senior executives, import risks, changes
to U.S. and foreign trade policies, including the enactment of tariffs, border
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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, risks associated with digital sales, our ability
to maintain and expand our digital sales channels, response to new store
concepts, our ability to integrate acquisitions, any material disruptions or
security breaches with respect to our technology systems, failure of our
manufacturers and third-party vendors to comply with our social compliance
program, changes in our effective income tax rate (including the uncertainties
associated with the U.S. Tax Cuts and Jobs Act), 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, 2020, filed
on March 31, 2020. 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.
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