UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the Quarterly Period Ended
or
For the transition period from _____________ to _____________
Commission File Number:
ULTA BEAUTY, INC.
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer |
(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
The |
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. ☒
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). ☒
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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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).
The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of August 26, 2019 was
ULTA BEAUTY, INC.
TABLE OF CONTENTS
2
Part I - Financial Information
Item 1.Financial Statements
Ulta Beauty, Inc.
Consolidated Balance Sheets
August 3, | February 2, | August 4, | |||||||
(In thousands, except per share data) |
| 2019 |
| 2019 |
| 2018 | |||
Assets | (Unaudited) | (Unaudited) | |||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | | $ | | $ | | |||
Short-term investments | | — | | ||||||
Receivables, net | | | | ||||||
Merchandise inventories, net | | | | ||||||
Prepaid expenses and other current assets | | | | ||||||
Prepaid income taxes | | | | ||||||
Total current assets | | | | ||||||
Property and equipment, net | | | | ||||||
Operating lease assets | | — | — | ||||||
Goodwill | | | — | ||||||
Other intangible assets, net | | | — | ||||||
Deferred compensation plan assets | | | | ||||||
Other long-term assets | | | | ||||||
Total assets | $ | | $ | | $ | | |||
Liabilities and stockholders’ equity | |||||||||
Current liabilities: | |||||||||
Accounts payable | $ | | $ | | $ | | |||
Accrued liabilities | | | | ||||||
Deferred revenue | | | | ||||||
Current operating lease liabilities | | — | — | ||||||
Total current liabilities | | | | ||||||
Non-current operating lease liabilities | | — | — | ||||||
Deferred rent | — | | | ||||||
Deferred income taxes | | | | ||||||
Other long-term liabilities | | | | ||||||
Total liabilities | | | | ||||||
Commitments and contingencies (Note 7) | |||||||||
Stockholders' equity: | |||||||||
Common stock, $ | | | | ||||||
Treasury stock-common, at cost | ( | ( | ( | ||||||
Additional paid-in capital | | | | ||||||
Retained earnings | | | | ||||||
Total stockholders’ equity | | | | ||||||
Total liabilities and stockholders’ equity | $ | | $ | | $ | |
See accompanying notes to consolidated financial statements.
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Ulta Beauty, Inc.
Consolidated Statements of Income
(Unaudited)
13 Weeks Ended | 26 Weeks Ended | |||||||||||
August 3, | August 4, | August 3, | August 4, | |||||||||
(In thousands, except per share data) |
| 2019 | 2018 | 2019 | 2018 | |||||||
Net sales | $ | | $ | | $ | | $ | | ||||
Cost of sales | | | | | ||||||||
Gross profit | | | | | ||||||||
Selling, general and administrative expenses | | | | | ||||||||
Pre-opening expenses | | | | | ||||||||
Operating income | | | | | ||||||||
Interest income, net | ( | ( | ( | ( | ||||||||
Income before income taxes | | | | | ||||||||
Income tax expense | | | | | ||||||||
Net income | $ | | $ | | $ | | $ | | ||||
Net income per common share: | ||||||||||||
Basic | $ | $ | $ | $ | ||||||||
Diluted | $ | $ | $ | $ | ||||||||
Weighted average common shares outstanding: | ||||||||||||
Basic | | | | | ||||||||
Diluted | | | | |
See accompanying notes to consolidated financial statements.
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Ulta Beauty, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
26 Weeks Ended | |||||||
August 3, | August 4, | ||||||
(In thousands) |
| 2019 |
| 2018 | |||
Operating activities | |||||||
Net income | $ | | $ | | |||
Adjustments to reconcile net income to net cash provided by operating activities: |
| ||||||
Depreciation and amortization | | | |||||
Non-cash lease expense | | — | |||||
Deferred income taxes | | | |||||
Stock-based compensation expense | | | |||||
Loss on disposal of property and equipment | | | |||||
Change in operating assets and liabilities: | |||||||
Receivables | | ( | |||||
Merchandise inventories | ( | ( | |||||
Prepaid expenses and other current assets | ( | ( | |||||
Income taxes | ( | ( | |||||
Accounts payable | | | |||||
Accrued liabilities | ( | ( | |||||
Deferred revenue | ( | ( | |||||
Operating lease liabilities | ( | — | |||||
Deferred rent | — | | |||||
Other assets and liabilities | | ( | |||||
Net cash provided by operating activities | | | |||||
Investing activities | |||||||
Purchases of short-term investments | ( | ( | |||||
Proceeds from short-term investments | | | |||||
Purchases of property and equipment | ( | ( | |||||
Purchases of equity investments | ( | — | |||||
Net cash used in investing activities | ( | ( | |||||
Financing activities | |||||||
Repurchase of common shares | ( | ( | |||||
Stock options exercised | | | |||||
Purchase of treasury shares | ( | ( | |||||
Net cash used in financing activities | ( | ( | |||||
Net decrease in cash and cash equivalents | ( | ( | |||||
Cash and cash equivalents at beginning of period | | | |||||
Cash and cash equivalents at end of period | $ | | $ | | |||
Supplemental cash flow information | |||||||
Cash paid for income taxes (net of refunds) |
| $ | | $ | | ||
Non-cash investing activities: | |||||||
Change in property and equipment included in accrued liabilities | $ | | $ | |
See accompanying notes to consolidated financial statements.
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Ulta Beauty, Inc.
Consolidated Statements of Stockholders’ Equity
(Unaudited)
Treasury - | |||||||||||||||||||
Common Stock | Common Stock | Additional | Total | ||||||||||||||||
Issued | Treasury | Paid-In | Retained | Stockholders' | |||||||||||||||
(In thousands) |
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Earnings |
| Equity | |||||
Balance – February 3, 2018 | | $ | | ( | $ | ( | $ | | $ | | $ | | |||||||
Net income | — | — | — | — | — | | | ||||||||||||
Stock-based compensation | — | — | — | — | | — | | ||||||||||||
Adoption of accounting standards - ASC 606 | — | — | — | — | — | ( | ( | ||||||||||||
Stock options exercised and other awards | | | — | — | | — | | ||||||||||||
Purchase of treasury shares | — | — | ( | ( | — | — | ( | ||||||||||||
Repurchase of common shares | ( | ( | — | — | — | ( | ( | ||||||||||||
Balance – May 5, 2018 | | $ | | ( | $ | ( | $ | | $ | | $ | | |||||||
Net income | — | — | — | — | — | | | ||||||||||||
Stock-based compensation | — | — | — | — | | — | | ||||||||||||
Stock options exercised and other awards | | — | — | — | | — | | ||||||||||||
Purchase of treasury shares | — | — | ( | ( | — | — | ( | ||||||||||||
Repurchase of common shares | ( | ( | — | — | — | ( | ( | ||||||||||||
Balance – August 4, 2018 | | $ | | ( | $ | ( | $ | | $ | | $ | | |||||||
Treasury - | |||||||||||||||||||
Common Stock | Common Stock | Additional | Total | ||||||||||||||||
Issued | Treasury | Paid-In | Retained | Stockholders' | |||||||||||||||
(In thousands) |
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Earnings |
| Equity | |||||
Balance – February 2, 2019 | | $ | | ( | $ | ( | $ | | $ | | $ | | |||||||
Net income | — | — | — | — | — | | | ||||||||||||
Stock-based compensation | — | — | — | — | | — | | ||||||||||||
Adoption of accounting standards - ASC 842 | — | — | — | — | — | ( | ( | ||||||||||||
Stock options exercised and other awards | | | — | — | | — | | ||||||||||||
Purchase of treasury shares | — | — | ( | ( | — | — | ( | ||||||||||||
Repurchase of common shares | ( | ( | — | — | — | ( | ( | ||||||||||||
Balance – May 4, 2019 | | $ | | ( | $ | ( | $ | | $ | | $ | | |||||||
Net income | — | — | — | — | — | | | ||||||||||||
Stock-based compensation | — | — | — | — | | — | | ||||||||||||
Stock options exercised and other awards | | — | — | — | | — | | ||||||||||||
Purchase of treasury shares | — | — | — | ( | — | — | ( | ||||||||||||
Repurchase of common shares | ( | ( | — | — | — | ( | ( | ||||||||||||
Balance – August 3, 2019 | | $ | | ( | $ | ( | $ | | $ | | $ | | |||||||
See accompanying notes to consolidated financial statements.
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Ulta Beauty, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share and store count data) (Unaudited)
1.Business and basis of presentation
On January 29, 2017, Ulta Salon, Cosmetics & Fragrance, Inc. implemented a holding company reorganization. Pursuant to the reorganization, Ulta Beauty, Inc., which was incorporated as a Delaware corporation in December 2016, became the successor to Ulta Salon, Cosmetics & Fragrance, Inc., the former publicly-traded company and now a wholly owned subsidiary of Ulta Beauty, Inc. As used in these notes and throughout this Quarterly Report on Form 10-Q, all references to “we,” “us,” “our,” “Ulta Beauty,” or the “Company” refer to Ulta Beauty, Inc. and its consolidated subsidiaries.
The Company was originally founded in 1990 to operate specialty retail stores selling cosmetics, fragrance, haircare and skincare products, and related accessories and services. The stores also feature full-service salons.
Number of | Number of | |||||
Location |
| stores |
| Location |
| stores |
Alabama | Montana | |||||
Alaska | Nebraska | |||||
Arizona | Nevada | |||||
Arkansas | New Hampshire | |||||
California | New Jersey | |||||
Colorado | New Mexico | |||||
Connecticut | New York | |||||
Delaware | North Carolina | |||||
Florida | North Dakota | |||||
Georgia | Ohio | |||||
Hawaii | Oklahoma | |||||
Idaho | Oregon | |||||
Illinois | Pennsylvania | |||||
Indiana | Rhode Island | |||||
Iowa | South Carolina | |||||
Kansas | South Dakota | |||||
Kentucky | Tennessee | |||||
Louisiana | Texas | |||||
Maine | Utah | |||||
Maryland | Vermont | |||||
Massachusetts | Virginia | |||||
Michigan | Washington | |||||
Minnesota | West Virginia | |||||
Mississippi | Wisconsin | |||||
Missouri | Wyoming | |||||
Total |
The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and the U.S. Securities and Exchange Commission’s Article 10, Regulation S-X. These financial statements were prepared on a consolidated basis to include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts, transactions, and unrealized profit were eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, which are of a normal
7
recurring nature, necessary to fairly state the financial position and results of operations and cash flows for the interim periods presented.
The Company’s business is subject to seasonal fluctuation. Significant portions of the Company’s net sales and net income are realized during the fourth quarter of the fiscal year due to the holiday selling season. The results for the 13 and 26 weeks ended August 3, 2019 are not necessarily indicative of the results to be expected for the fiscal year ending February 1, 2020, or for any other future interim period or for any future year.
These interim consolidated financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended February 2, 2019. All amounts are stated in thousands, with the exception of per share amounts and number of stores.
2.Summary of significant accounting policies
Information regarding the Company’s significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended February 2, 2019. Presented below and in the following notes is supplemental information that should be read in conjunction with “Notes to Consolidated Financial Statements” in the Annual Report.
Fiscal quarter
The Company’s quarterly periods are the
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Recent accounting pronouncements not yet adopted
Intangibles – Goodwill and Other-Internal-Use Software
In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-15, Intangibles – Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customers Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which clarifies and aligns the accounting for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This guidance is effective for interim and annual reporting periods beginning after December 15, 2019 and should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Early adoption is permitted. The adoption of ASU 2018-15 is not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.
Recently adopted accounting pronouncements
Leases
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 and subsequently issued amendments requires lessees to capitalize virtually all leases with terms of more than twelve months on the balance sheet as a right-of-use asset and recognize an associated lease liability. The right-of-use asset represents the lessee’s right to use, or control the use of, a specified asset for the specified lease term. The lease liability represents the lessee’s obligation to make lease payments arising from the lease, measured on a discounted basis. Based on certain characteristics, leases are classified as financing or operating leases and their classification impacts the recognition of expense in the income statement. Entities are allowed to apply the modified retrospective approach (1) retrospectively to
8
each comparative period presented or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment.
The Company adopted the new standard on February 3, 2019 using the modified retrospective approach by recognizing and measuring leases without revising comparative period information or disclosures. The Company elected the transition package of three practical expedients permitted within the standard, which among other things, allows for the carryforward of historical lease classifications. In addition, the Company elected to apply the practical expedient that allows for the combination of lease and non-lease components for all asset classes. The Company made an accounting policy election to keep leases with terms of twelve months or less off the balance sheet and recognize those lease payments on a straight-line basis over the lease term.
The adoption of ASU 2016-02, resulted in the recording of operating lease assets and liabilities of $
The impact to the Company’s opening consolidated balance sheet as of February 3, 2019 was as follows:
As Reported | Effect of Adopting | Balance at | |||||||
(In thousands) |
| February 2, 2019 |
| ASC 842 |
| February 3, 2019 | |||
Assets | (Unaudited) | ||||||||
Receivables, net | $ | | $ | ( | $ | | |||
Prepaid expenses and other current assets | | ( | | ||||||
Property and equipment, net | | ( | | ||||||
Operating lease assets | — | | | ||||||
Liabilities and stockholders’ equity | |||||||||
Accrued liabilities | | ( | | ||||||
Current operating lease liabilities | — | | | ||||||
Deferred rent | | ( | — | ||||||
Non-current operating lease liabilities | — | | | ||||||
Retained earnings | | ( | |
3.Acquisitions
The Company continues to make investments to evolve the customer experience, with a strong emphasis on integrating technology across the business. To support these efforts, the Company paid $
On September 10, 2018, the Company acquired QM Scientific, an artificial intelligence technology company. The acquisition is not material to the Company’s consolidated financial statements.
On October 29, 2018, the Company acquired GlamST, an augmented reality technology company. The acquisition is not material to the Company’s consolidated financial statements.
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4.Revenue
The Company’s net sales include retail stores and e-commerce merchandise sales as well as salon services and other revenue. 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.
Disaggregated revenue
The following table sets forth the approximate percentage of net sales by primary category:
13 Weeks Ended | 26 Weeks Ended | |||||||||
(Percentage of net sales) | August 3, 2019 | August 4, 2018 | August 3, 2019 | August 4, 2018 | ||||||
Cosmetics |
|
| ||||||||
Skincare, Bath & Fragrance | ||||||||||
Haircare Products & Styling Tools | ||||||||||
Services | ||||||||||
Other (nail products, accessories, and other) | ||||||||||
Deferred revenue
Deferred revenue primarily represents contract liabilities for the Company’s obligation to transfer additional goods or services to a guest for which the Company has received consideration, such as unredeemed Ultamate Rewards loyalty points and unredeemed Ulta Beauty gift cards. In addition, the Company recognizes breakage on gift cards proportionately as redemption occurs.
The following table provides a summary of the changes included in deferred revenue:
13 Weeks Ended | 26 Weeks Ended | ||||||||||
August 3, 2019 | August 4, 2018 | August 3, 2019 | August 4, 2018 | ||||||||
Beginning balance | $ | | $ | | $ | | $ | | |||
Adoption of ASC 606 | — | — | — | | |||||||
Additions to contract liabilities (1) | | | | | |||||||
Deductions to contract liabilities (2) | ( | ( | ( | ( | |||||||
Ending balance | $ | | $ | | $ | | $ | |
(1) | Loyalty points and gift cards issued in the current period but not redeemed or expired. |
(2) | Revenue recognized in the current period related to the beginning liability. |
5.Goodwill and other intangible assets
Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $
10
Other intangible assets with finite useful lives are amortized over their useful lives. The Company reviews the recoverability of long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.
6.Leases
The Company determines whether an arrangement is or contains a lease at contract inception. The Company leases retail stores, distribution centers, and corporate offices under non-cancellable operating leases with various expiration dates through 2032. Leases generally have an initial lease term of
The lease classification evaluation begins at the lease commencement date. The lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. All retail store, distribution center, and corporate office leases are classified as operating leases. The Company does not have any finance leases.
Total rent payable is recorded during the lease term, including rent escalations in which the amount of future rent is fixed on the straight-line basis over the term of the lease (including the rent holiday period beginning upon control of the premises, and any fixed payments stated in the lease). For leases with an initial term greater than
Certain leases contain provisions that require additional rent payments based upon sales volume (“variable lease cost”). Contingent rent is accrued each period as the liabilities are incurred, in addition to the straight-line rent expense. This results in some variability in lease expense as a percentage of revenues over the term of the lease in stores where contingent rent is paid.
Leases with an initial term of
The Company subleases certain real estate to third parties for stores with excess square footage space.
The Company does not separate lease and non-lease components (e.g., common area maintenance).
As the interest rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate corresponding with the lease term. As there are no outstanding borrowings under the Company’s credit facility, this rate is estimated based on prevailing market conditions, comparable company and credit analysis, and judgment. The incremental borrowing rate is reassessed if there is a change to the lease term or if a modification occurs and it is not accounted for as a separate contract.
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The following table presents supplemental balance sheet information, the weighted-average remaining lease term, and discount rate for operating leases as of August 3, 2019:
(In thousands) | Classification on the Balance Sheet |
| August 3, 2019 | ||
Right-of-use assets | Operating lease assets | $ | | ||
Current lease liabilities | Current operating lease liabilities | | |||
Non-current lease liabilities | Non-current operating lease liabilities | | |||
Total lease liabilities | $ | | |||
Weighted-average remaining lease term |
| ||||
Weighted-average discount rate |
Lease cost
The following table presents the components of lease cost for operating leases:
13 Weeks Ended | 26 Weeks Ended | |||||||
(In thousands) |
| Classification on the Statement of Income |
| August 3, 2019 |
| August 3, 2019 | ||
Operating lease cost | Cost of sales (1) | $ | | $ | | |||
Variable lease cost | Cost of sales | ( | ( | |||||
Short-term lease cost | Selling, general and administrative expenses | | | |||||
Sublease income | Net sales | ( | ( | |||||
Total lease cost | $ | | $ | |
(1) The majority of operating lease cost relates to retail stores and distribution centers and is classified within cost of sales. Operating lease cost for corporate offices is classified within selling, general and administrative expenses. Operating lease cost from the control date through store opening date is classified within pre-opening expenses.
Other information
The following table presents supplemental disclosures of cash flow information related to operating leases: