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Table of Contents

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 April 30, 2022

or

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____________ to _____________

Commission File Number: 001-33764

ULTA BEAUTY, INC.

(Exact name of Registrant as specified in its charter)


incorporation or organization)


Identification No.)

Delaware

(State or other jurisdiction of
incorporation or organization)

38-4022268

(I.R.S. Employer
Identification No.)

1000 Remington Blvd., Suite 120

Bolingbrook, Illinois

(Address of principal executive offices)

60440

(Zip code)

Registrant’s telephone number, including area code: (630) 410-4800

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ULTA

The 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

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of May 23, 2022 was 51,818,071 shares.

Table of Contents

ULTA BEAUTY, INC.

TABLE OF CONTENTS

Part I - Financial Information

Item 1.    Financial Statements

Consolidated Balance Sheets

3

Consolidated Statements of Income

4

Consolidated Statements of Cash Flows

5

Consolidated Statements of Stockholders’ Equity

6

Notes to Consolidated Financial Statements

7

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

21

Item 4.    Controls and Procedures

21

Part II - Other Information

22

Item 1.    Legal Proceedings

22

Item 1A. Risk Factors

22

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

22

Item 3.    Defaults Upon Senior Securities

22

Item 4.    Mine Safety Disclosures

22

Item 5.    Other Information

22

Item 6.    Exhibits

22

SIGNATURES

24

2

Table of Contents

Part I - Financial Information

Item 1.Financial Statements

Ulta Beauty, Inc.

Consolidated Balance Sheets

April 30,

January 29,

May 1,

(In thousands, except per share data)

    

2022

    

2022

    

2021

Assets

(Unaudited)

(Unaudited)

Current assets:

Cash and cash equivalents

$

654,486

$

431,560

$

947,456

Receivables, net

192,754

233,682

154,342

Merchandise inventories, net

1,570,552

1,499,218

1,353,565

Prepaid expenses and other current assets

114,075

110,814

108,393

Prepaid income taxes

5,909

Total current assets

2,531,867

2,281,183

2,563,756

Property and equipment, net

909,543

914,476

960,440

Operating lease assets

1,488,040

1,482,256

1,487,616

Goodwill

10,870

10,870

10,870

Other intangible assets, net

1,307

1,538

2,233

Deferred compensation plan assets

35,978

38,409

34,279

Other long-term assets

34,431

35,647

28,350

Total assets

$

5,012,036

$

4,764,379

$

5,087,544

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

585,500

$

552,730

$

552,837

Accrued liabilities

305,000

364,797

322,676

Deferred revenue

324,694

353,579

270,090

Current operating lease liabilities

276,440

274,118

263,200

Accrued income taxes

108,113

12,786

113,960

Total current liabilities

1,599,747

1,558,010

1,522,763

Non-current operating lease liabilities

1,568,356

1,572,638

1,613,309

Deferred income taxes

40,702

39,693

66,483

Other long-term liabilities

57,611

58,665

40,272

Total liabilities

3,266,416

3,229,006

3,242,827

Commitments and contingencies (Note 6)

Stockholders' equity:

Common stock, $0.01 par value, 400,000 shares authorized; 52,790, 53,049, and 55,803 shares issued; 52,038, 52,311, and 55,090 shares outstanding; at April 30, 2022 (unaudited), January 29, 2022, and May 1, 2021 (unaudited), respectively

528

530

558

Treasury stock-common, at cost

(58,650)

(53,478)

(44,567)

Additional paid-in capital

951,802

934,945

861,312

Retained earnings

851,940

653,376

1,027,414

Total stockholders’ equity

1,745,620

1,535,373

1,844,717

Total liabilities and stockholders’ equity

$

5,012,036

$

4,764,379

$

5,087,544

See accompanying notes to consolidated financial statements.

3

Table of Contents

Ulta Beauty, Inc.

Consolidated Statements of Income

(Unaudited)

13 Weeks Ended

April 30,

May 1,

(In thousands, except per share data)

    

2022

2021

Net sales

$

2,345,901

$

1,938,519

Cost of sales

1,404,875

1,184,731

Gross profit

941,026

753,788

Selling, general and administrative expenses

500,970

443,875

Pre-opening expenses

2,348

4,589

Operating income

437,708

305,324

Interest expense, net

401

358

Income before income taxes

437,307

304,966

Income tax expense

105,912

74,677

Net income

$

331,395

$

230,289

Net income per common share:

Basic

$

6.34

$

4.13

Diluted

$

6.30

$

4.10

Weighted average common shares outstanding:

Basic

52,250

55,795

Diluted

52,582

56,172

See accompanying notes to consolidated financial statements.

4

Table of Contents

Ulta Beauty, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

13 Weeks Ended

April 30,

May 1,

(In thousands)

    

2022

    

2021

Operating activities

Net income

$

331,395

$

230,289

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

62,839

70,599

Non-cash lease expense

72,192

68,881

Deferred income taxes

1,009

1,124

Stock-based compensation expense

10,356

8,978

Loss on disposal of property and equipment

1,002

1,089

Change in operating assets and liabilities:

Receivables

40,928

38,767

Merchandise inventories

(71,334)

(185,350)

Prepaid expenses and other current assets

(3,261)

(991)

Income taxes

101,236

71,431

Accounts payable

42,586

76,580

Accrued liabilities

(57,214)

23,209

Deferred revenue

(28,885)

(4,293)

Operating lease liabilities

(79,936)

(72,175)

Other assets and liabilities

3,390

1,929

Net cash provided by operating activities

426,303

330,067

Investing activities

Capital expenditures

(71,076)

(34,563)

Other investments

(797)

Net cash used in investing activities

(71,873)

(34,563)

Financing activities

Repurchase of common shares

(132,834)

(392,309)

Stock options exercised

6,502

5,032

Purchase of treasury shares

(5,172)

(6,766)

Net cash used in financing activities

(131,504)

(394,043)

Effect of exchange rate changes on cash and cash equivalents

(56)

Net increase (decrease) in cash and cash equivalents

222,926

(98,595)

Cash and cash equivalents at beginning of period

431,560

1,046,051

Cash and cash equivalents at end of period

$

654,486

$

947,456

Supplemental information

Cash paid for interest

$

524

$

526

Income taxes paid, net of refunds

    

3,357

1,725

Non-cash capital expenditures

27,475

22,825

See accompanying notes to consolidated financial statements.

5

Table of Contents

Ulta Beauty, Inc.

Consolidated Statements of Stockholders’ Equity

(Unaudited)

Treasury -

Accumulated

Common Stock

Common Stock

Additional

Other

Total

Issued

Treasury

Paid-In

Retained

Comprehensive

Stockholders'

(In thousands)

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Earnings

    

Income (Loss)

    

Equity

Balance – January 30, 2021

56,952

$

569

(692)

$

(37,801)

$

847,303

$

1,189,422

$

56

$

1,999,549

Net income

230,289

230,289

Stock-based compensation

8,978

8,978

Foreign currency translation adjustments

(56)

(56)

Stock options exercised and other awards

94

1

5,031

5,032

Purchase of treasury shares

(21)

(6,766)

(6,766)

Repurchase of common shares

(1,243)

(12)

(392,297)

(392,309)

Balance – May 1, 2021

55,803

$

558

(713)

$

(44,567)

$

861,312

$

1,027,414

$

$

1,844,717

Balance – January 29, 2022

53,049

$

530

(738)

$

(53,478)

$

934,945

$

653,376

$

$

1,535,373

Net income

331,395

331,395

Stock-based compensation

10,356

10,356

Stock options exercised and other awards

73

1

6,501

6,502

Purchase of treasury shares

(14)

(5,172)

(5,172)

Repurchase of common shares

(332)

(3)

(132,831)

(132,834)

Balance – April 30, 2022

52,790

$

528

(752)

$

(58,650)

$

951,802

$

851,940

$

$

1,745,620

See accompanying notes to consolidated financial statements.

6

Table of Contents

Ulta Beauty, Inc.

Notes to Consolidated Financial Statements

(In thousands, except per share and store count data) (Unaudited)

1.Business and basis of presentation

Ulta Beauty, Inc. was 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. 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.

As of April 30, 2022, the Company operated 1,318 stores across 50 states, as shown in the table below.

Number of

Number of

Location

    

stores

    

Location

    

stores

Alabama

24

Montana

6

Alaska

3

Nebraska

5

Arizona

30

Nevada

16

Arkansas

11

New Hampshire

8

California

165

New Jersey

44

Colorado

26

New Mexico

7

Connecticut

19

New York

52

Delaware

3

North Carolina

40

Florida

90

North Dakota

3

Georgia

42

Ohio

45

Hawaii

4

Oklahoma

21

Idaho

9

Oregon

16

Illinois

55

Pennsylvania

45

Indiana

24

Rhode Island

4

Iowa

11

South Carolina

22

Kansas

13

South Dakota

3

Kentucky

15

Tennessee

28

Louisiana

18

Texas

120

Maine

3

Utah

14

Maryland

28

Vermont

1

Massachusetts

23

Virginia

32

Michigan

49

Washington

36

Minnesota

19

West Virginia

7

Mississippi

11

Wisconsin

20

Missouri

25

Wyoming

3

Total

1,318

The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles 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 unaudited consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to fairly state the financial position and results of operations and cash flows for the interim periods presented.

7

Table of Contents

The Company’s business is subject to seasonal fluctuation, with significant portions of net sales and net income being realized during the fourth quarter of the fiscal year due to the holiday selling season. The results for the 13 weeks ended April 30, 2022 are not necessarily indicative of the results to be expected for the fiscal year ending January 28, 2023, or for any other future interim period or for any future year, in particular as a result of the uncertainty around the continuing effects of the COVID-19 pandemic, geo-political events, and inflationary cost pressures on future periods.

These unaudited 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 January 29, 2022. 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 significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the Annual Report on Form 10-K for the year ended January 29, 2022. 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 13 weeks ending on the Saturday closest to April 30, July 31, October 31, and January 31. The first quarter in fiscal 2022 and 2021 ended on April 30, 2022 and May 1, 2021, respectively.

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the accounting period. Actual results could differ from those estimates. The Company considers its accounting policies relating to inventory valuations, vendor allowances, impairment of long-lived tangible and right-of-use assets, loyalty program and income taxes to be the most significant accounting policies that involve management estimates and judgments. Significant changes, if any, in those estimates and assumptions resulting from continuing changes in the economic environment, including those related to the impacts of the COVID-19 pandemic, geo-political events, and inflationary cost pressures, will be reflected in the consolidated financial statements in future periods.

3.Revenue

Net sales include retail stores and e-commerce merchandise sales as well as salon services and other revenue. Other revenue includes the private label and co-branded credit card programs, royalties derived from the partnership with Target, and 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  

April 30,

May 1,

(Percentage of net sales)

2022

2021

Cosmetics

44%

45%

Haircare products and styling tools

20%

19%

Skincare

18%

19%

Fragrance and bath

12%

11%

Services

3%

3%

Accessories and other

3%

3%

100%

100%

8

Table of Contents

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, breakage on gift cards is recognized proportionately as redemption occurs.

The following table provides a summary of the changes included in deferred revenue during the 13 weeks ended April 30, 2022 and May 1, 2021:

April 30,

May 1,

(In thousands)

2022

2021

Beginning balance

$

345,206

$

269,032

Additions to contract liabilities (1)

114,005

97,681

Deductions to contract liabilities (2)

(146,852)

(113,541)

Ending balance

$

312,359

$

253,172

(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.

Other amounts included in deferred revenue were $12,335 and $16,918 at April 30, 2022 and May 1, 2021, respectively.

4.Goodwill and other intangible assets

Goodwill, which represents the excess of cost over the fair value of net assets acquired, was $10,870 at April 30, 2022, January 29, 2022, and May 1, 2021. No additional goodwill was recognized during the 13 weeks ended April 30, 2022. The recoverability of goodwill is reviewed annually during the fourth quarter or more frequently if an event occurs or circumstances change that would indicate that impairment may exist.

Other definite-lived intangible assets are amortized over their useful lives. The recoverability of intangible assets is reviewed whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.

5.Leases

The Company leases retail stores, distribution centers, fast fulfillment centers, corporate offices, and certain equipment under non-cancelable operating leases with various expiration dates through 2033. All leases are classified as operating leases and generally have initial lease terms of 10 years and when determined applicable, include renewal options under substantially the same terms and conditions as the original leases. Leases do not contain any material residual value guarantees or material restrictive covenants.

Lease cost

The majority of operating lease cost relates to retail stores, distribution centers, and fast fulfillment 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.

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The following table presents a summary of operating lease costs:

13 Weeks Ended

April 30,

May 1,

(In thousands)

2022

2021

Operating lease cost

$

80,901

$

78,736

Other information

The following table presents supplemental disclosures of cash flow information related to operating leases:

    

13 Weeks Ended

April 30,

May 1,

(In thousands)

    

2022

2021

Cash paid for operating lease liabilities (1)

$

94,745

$

90,227

Operating lease assets obtained in exchange for operating lease liabilities (non-cash)

77,976

51,883

(1)Excludes $6,701 and $7,986 related to cash received for tenant incentives for the 13 weeks ended April 30, 2022 and May 1, 2021, respectively.

6.Commitments and contingencies

The Company is involved in various legal proceedings that are incidental to the conduct of the business including both class action and single plaintiff litigation. In the opinion of management, the amount of any liability with respect to these proceedings, either individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

7.Debt

On March 11, 2020, the Company 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 $1,000,000 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 $50,000 subfacility for letters of credit and allows the Company to increase the revolving facility by an additional $100,000, 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 April 30, 2022, January 29, 2022, and May 1, 2021, there were no borrowings outstanding under the credit facility.

As of April 30, 2022, the Company was in compliance with all terms and covenants of the Loan Agreement.

8.Fair value measurements

The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates their estimated fair values due to the short maturities of these instruments.

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Fair value is measured using inputs from the three levels of the fair value hierarchy, which are described as follows:

Level 1 – observable inputs such as quoted prices for identical instruments in active markets.
Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data.
Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions.

As of April 30, 2022, January 29, 2022 and May 1, 2021, there were liabilities related to the non-qualified deferred compensation plan included in other long-term liabilities on the consolidated balance sheets of $40,792, $40,839, and $35,449, respectively. The liabilities are categorized as Level 2 as they are based on third-party reported values, which are based primarily on quoted market prices of underlying assets of the funds within the plan.

9.Stock-based compensation

Stock-based compensation expense is measured on the grant date based on the fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period for awards expected to vest. The estimated grant date fair value of stock options was determined using a Black-Scholes valuation model using the following weighted-average assumptions:

    

13 Weeks Ended

April 30,

May 1,

    

2022

    

2021

Volatility rate

 

49.0%

46.9%

Average risk-free interest rate

 

2.4%

0.4%

Average expected life (in years)

 

3.4

 

3.9

Dividend yield

 

None

 

None

The expected volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the United States Treasury yield curve in effect on the date of grant for the respective expected life of the option. The expected life represents the time the options granted are expected to be outstanding. The expected life of options granted is derived from historical data on Ulta Beauty stock option exercises. Forfeitures of stock options are estimated at the grant date based on historical rates of stock option activity and reduce the stock-based compensation expense recognized. The Company does not currently pay a regular dividend.

The Company granted 48 and 61 stock options during the 13 weeks ended April 30, 2022 and May 1, 2021, respectively. Stock-based compensation expense for stock options was $2,342 and $2,897 for the 13 weeks ended April 30, 2022 and May 1, 2021, respectively. The weighted-average grant date fair value of these stock options was $149.14 and $109.72 for the 13 weeks ended April 30, 2022 and May 1, 2021, respectively. At April 30, 2022, there was approximately $16,062 of unrecognized stock-based compensation expense related to unvested stock options.

There were 50 and 52 restricted stock units issued during the 13 weeks ended April 30, 2022 and May 1, 2021, respectively. Stock-based compensation expense for restricted stock units was $4,452 and $4,835 for the 13 weeks ended April 30, 2022 and May 1, 2021, respectively. At April 30, 2022, there was approximately $35,627 of unrecognized stock-based compensation expense related to restricted stock units.

There were 37 and 46 performance-based restricted stock units issued during the 13 weeks ended April 30, 2022 and May 1, 2021. Stock-based compensation expense for performance-based restricted stock units was $3,562 and $1,246 for the 13 weeks ended April 30, 2022 and May 1, 2021, respectively. At April 30, 2022, there was approximately $25,921 of unrecognized stock-based compensation expense related to performance-based restricted stock units.

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10.Income taxes

Income tax expense reflects the federal statutory tax rate and the weighted average state statutory tax rate for the states in which the Company operates stores. Income tax expense of $105,912 for the 13 weeks ended April 30, 2022 represents an effective tax rate of 24.2%, compared to $74,677 of income tax expense representing an effective tax rate of 24.5% for the 13 weeks ended May 1, 2021.

11.Net income per common share

The following is a reconciliation of net income and the number of shares of common stock used in the computation of net income per basic and diluted common share:

13 Weeks Ended

April 30,

May 1,

(In thousands, except per share data)

    

2022

    

2021

Numerator:

Net income

    

$

331,395

$

230,289

Denominator:

Weighted-average common shares – Basic

52,250

55,795

Dilutive effect of stock options and non-vested stock

332

377

Weighted-average common shares – Diluted

52,582

56,172

Net income per common share:

Basic

$

6.34

$

4.13

Diluted

$

6.30

$

4.10

The denominator for diluted net income per common share for the 13 weeks ended April 30, 2022 and May 1, 2021 excludes 143 and 262 employee stock options and restricted stock units, respectively, due to their anti-dilutive effects. Outstanding performance-based restricted stock units are included in the computation of dilutive shares only to the extent that the underlying performance conditions are satisfied prior to the end of the reporting period or would be considered satisfied if the end of the reporting period were the end of the related contingency period and the results would be dilutive under the treasury stock method.

12.Share repurchase program

In March 2020, the Board of Directors authorized a share repurchase program (the 2020 Share Repurchase Program) pursuant to which the Company could repurchase up to $1,600,000 of the Company’s common stock. The 2020 Share Repurchase Program authorization revoked the previously authorized but unused amount of $177,805 from the earlier share repurchase program. The 2020 Share Repurchase Program did not have an expiration date but provided for suspension or discontinuation at any time.

In March 2022, the Board of Directors authorized a new share repurchase program (the 2022 Share Repurchase Program) pursuant to which the Company may repurchase up to $2,000,000 of the Company’s common stock. The 2022 Share Repurchase Program revokes the previously authorized but unused amounts from the 2020 Share Repurchase Program. The 2022 Share Repurchase Program does not have an expiration date and may be suspended or discontinued at any time.

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A summary of common stock repurchase activity is presented in the following table:

13 Weeks Ended  

April 30,

May 1,

(In thousands)

2022

    

2021

Shares repurchased

332

1,243

Total cost of shares repurchased

$

132,834

$

392,309

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

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:

changes in the overall level of consumer spending and volatility in the economy, including as a result of the COVID-19 pandemic and geo-political events;
the impact of current inflationary cost pressures on payroll, benefits, supply chain, and other operating costs;
our ability to sustain our growth plans and successfully implement our long-range strategic and financial plan;
the ability to execute our operational excellence priorities, including continuous improvement, Project SOAR (our replacement enterprise resource planning platform), and supply chain optimization;
epidemics, pandemics or natural disasters that have and could continue to negatively impact sales;
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;
the possibility that cybersecurity or information security breaches and other disruptions could compromise our information or result in the unauthorized disclosure of confidential information;
the possibility of material disruptions to our information systems;
the failure to maintain satisfactory compliance with applicable privacy and data protection laws and regulations;
the possibility that the capacity of our distribution and order fulfillment infrastructure and the performance of our distribution centers and fast fulfillment centers may not be adequate to support our expected future growth plans;
changes in the wholesale cost of our products;
a decline in operating results that has and may continue to lead to asset impairment and store closure charges;
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;
the impact of climate change on our business operations and/or supply chain;
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 January 29, 2022, as such may be 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.

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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, select beauty services, 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, uses beauty for self-expression, experimentation and self-investment, 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.

Today, 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. Key aspects of our business include: a differentiated assortment of more than 25,000 beauty products across a variety of categories and price points as well as a variety of beauty services, including salon services, in more than 1,300 stores predominantly located in convenient, high-traffic locations; engaging digital experiences delivered through our website, Ulta.com, and our mobile applications; our best-in-class loyalty program that enables members to earn points for every dollar spent on products and beauty services and provides us with deep, proprietary customer insights; and our ability to cultivate human connection with warm and welcoming guest experiences across all of our channels.

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 priorities: 1) drive breakthrough and disruptive growth through an expanded definition of All Things Beauty, 2) evolve the omnichannel experience through connected physical and digital ecosystems, All In Your World, 3) expand and deepen our presence across the beauty journey, solidifying Ulta Beauty at the Heart of the Beauty Community, 4) drive operational excellence and optimization, 5) protect and cultivate our world-class culture and talent and 6) expand our environmental and social impact. We believe that the attractive and growing U.S. beauty products and salon services industry, the expanding definition of beauty and the role that omnichannel capabilities play in consumers’ lives, coupled with Ulta Beauty’s competitive strengths, position 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.

Over the long term, our growth strategy is to increase total net sales through growing our comparable sales, expanding omnichannel capabilities, and opening new stores. Long-term operating profit is expected to increase as a result of our efforts to optimize our real estate portfolio, expand merchandise margin and leverage our fixed store costs with comparable sales increases and operating efficiencies, partially 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.

Current Trends

Impact of COVID-19

We closely monitor the continuing impact of COVID-19 on all facets of our business. During the first quarter of fiscal 2022, we experienced an increase in sales driven primarily by the favorable impact from the easing of COVID-19 restrictions. While operations during the first quarter of fiscal 2022 did not appear to be as negatively impacted, the continuing COVID-19 pandemic could have additional negative impacts in the future. The extent of the impact of the pandemic on our business and financial results will depend on future developments, including, but not limited to, the potential temporary reclosing of certain stores, the potential temporary restrictions on certain store operating hours

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and/or in-store capacity, the duration of potential travel restrictions within the U.S. and other affected countries, supply chain disruptions, increased freight costs and higher wholesale costs, the continued duration of the pandemic and any variants of the virus, the duration, timing and severity of the impact on consumer spending, the timing and effectiveness of vaccine distribution, vaccination rates, and how quickly and to what extent normal economic and operating conditions can resume.

Industry trends

Our research indicates that Ulta Beauty has captured meaningful market share across all categories over the last several years. However, the COVID-19 pandemic and its various impacts have changed consumer behavior and consumption of beauty products due to the closures of offices, retail stores and other businesses and the significant decline in travel, entertainment and social gatherings. The overall beauty market declined in 2020 but stabilized in 2021, as consumers began to recover from the impacts of COVID-19. 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.

Impact of inflation and changing prices

Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, continued pressure from inflation could have an adverse impact on consumer spending and sales. Furthermore, inflation pressure could negatively impact our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net sales if the selling prices of our products do not increase with higher costs. In addition, inflation could materially increase the interest rates on any future debt.

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 sales are recognized upon shipment or guest pickup of the merchandise 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 or guest pickup. We provide refunds for merchandise returns within 60 days from the original purchase date. 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 includes the private label and co-branded credit card programs, royalties derived from the partnership with Target, and 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, salon services, 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;
the location of new stores in existing store markets;

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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, offset by vendor income that is not a reimbursement of specific, incremental, and identifiable 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, and licenses;
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 or channel 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 store and corporate employees;
advertising and marketing costs, offset by vendor income that is a reimbursement of specific, incremental, and identifiable 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.

Pre-opening expenses include non-capital expenditures during the period prior to store opening for new, remodeled, and relocated stores including rent during the construction period for new and relocated stores, store set-up labor, management and employee training, and grand opening advertising.

Interest expense, net includes both interest expense and income. 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.

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 first quarter in fiscal 2022 and 2021 ended on April 30, 2022 and May 1, 2021, respectively. 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

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period-to-period comparisons of our results of operations should not be relied upon as an indication of our future performance.

The following tables present the components of our consolidated results of operations for the periods indicated:

13 Weeks Ended

April 30,

May 1,

(Dollars in thousands)

2022

    

2021

Net sales

$

2,345,901

$

1,938,519

Cost of sales

1,404,875

1,184,731

Gross profit

941,026

753,788

Selling, general and administrative expenses

500,970

443,875

Pre-opening expenses

2,348

4,589

Operating income

437,708

305,324

Interest expense, net

401

358

Income before income taxes

437,307

304,966

Income tax expense

105,912

74,677

Net income

$

331,395

$

230,289

Other operating data:

Number of stores end of period

1,318

1,290

Comparable sales

18.0%

65.9%

13 Weeks Ended

April 30,

May 1,

(Percentage of net sales)

2022

    

2021

Net sales

100.0%

100.0%

Cost of sales

59.9%

61.1%

Gross profit

40.1%

38.9%

Selling, general and administrative expenses

21.4%

22.9%

Pre-opening expenses

0.1%

0.2%

Operating income

18.7%

15.8%

Interest expense, net

0.0%

0.0%

Income before income taxes

18.6%

15.8%

Income tax expense

4.5%

3.9%

Net income

14.1%

11.9%

Comparison of 13 weeks ended April 30, 2022 to 13 weeks ended May 1, 2021

Net sales

Net sales increased $407.4 million or 21.0%, to $2.3 billion for the 13 weeks ended April 30, 2022, compared to $1.9 billion for the 13 weeks ended May 1, 2021. The net sales increase was primarily due to the favorable impact in the U.S. from fewer COVID-19 restrictions and an increase of $20.4 million in other revenue. The total comparable sales increase of 18.0% was driven by a 10.0% increase in transactions and an 7.3% increase in average ticket.

Gross profit

Gross profit increased $187.2 million or 24.8%, to $941.0 million for the 13 weeks ended April 30, 2022, compared to $753.8 million for the 13 weeks ended May 1, 2021. Gross profit as a percentage of net sales increased to 40.1% for the

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13 weeks ended April 30, 2022, compared to 38.9% for the 13 weeks ended May 1, 2021. The increase in gross profit margin was primarily due to leverage in fixed costs, strong growth in other revenue, and favorable channel mix shifts, partially offset by deleverage in merchandise margins.

Selling, general and administrative expenses

Selling, general and administrative (SG&A) expenses increased $57.1 million or 12.9%, to $501.0 million for the 13 weeks ended April 30, 2022, compared to $443.9 million for the 13 weeks ended May 1, 2021. SG&A expenses as a percentage of net sales decreased to 21.4% for the 13 weeks ended April 30, 2022, compared to 22.9% for the 13 weeks ended May 1, 2021, primarily due to lower marketing expenses and leverage in store payroll and benefits due to higher sales, partially offset by deleverage in corporate overhead due to strategic investments.

Pre-opening expenses

Pre-opening expenses were $2.3 million for the 13 weeks ended April 30, 2022 compared to $4.6 million for the 13 weeks ended May 1, 2021.

Interest expense, net

Interest expense, net of $0.4 million for the 13 weeks ended April 30, 2022 was consistent with the 13 weeks ended May 1, 2021. Interest expense represents interest on borrowings and fees related to the credit facility. We did not have any outstanding borrowings on the credit facility as of April 30, 2022 and May 1, 2021.

Income tax expense

Income tax expense of $105.9 million for the 13 weeks ended April 30, 2022 represents an effective tax rate of 24.2%, compared to $74.7 million of income tax expense representing an effective tax rate of 24.5% for the 13 weeks ended May 1, 2021.

Net income

Net income was $331.4 million for the 13 weeks ended April 30, 2022, compared to $230.3 million for the 13 weeks ended May 1, 2021. The increase in net income is primarily related to the $187.2 million increase in gross profit, partially offset by the $57.1 million increase in SG&A expenses and the $31.2 million increase in income tax expense.

Liquidity and capital resources

Our primary sources of liquidity are cash and cash equivalents, cash flows from operations, and borrowings under our credit facility. The most significant components of our working capital are merchandise inventories and cash and cash equivalents reduced by accounts payable, accrued expenses and deferred revenue. As of April 30, 2022, January 29, 2022, and May 1, 2021, we had cash and cash equivalents of $654.5 million, $431.6 million, and $947.5 million, respectively.

Our primary cash needs are for rent, capital expenditures for new, remodeled, and relocated stores, increased merchandise inventories related to store expansion and new brand additions, supply chain improvements, share repurchases, and continued improvement in our information technology systems.

Our most significant ongoing short-term cash requirements relate primarily to funding operations (including expenditures for lease expenses, inventory, labor, distribution, advertising and marketing, and tax liabilities) as well as periodic spend for capital expenditures, investments, and share repurchases. Our working capital needs are greatest from August through November as a result of inventory build-up during this period for the holiday season.

Long-term cash requirements primarily relate to funding lease expenses and other purchase commitments.

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We generally fund short-term and long-term cash requirements with cash from operating activities. We believe our primary sources of liquidity will satisfy our cash requirements over both the short-term (the next twelve months) and long-term.

Cash flows

We believe our ability to generate substantial cash from operating activities and readily secure financing at competitive rates are key strengths that give us significant flexibility to meet our short and long-term financial commitments.

The following table presents a summary of our cash flows:

13 Weeks Ended

April 30,

May 1,

(In thousands)

    

2022

    

2021

Net cash provided by operating activities

$

426,303

$

330,067

Net cash used in investing activities

(71,873)

(34,563)

Net cash used in financing activities

(131,504)

(394,043)

Operating activities

Operating activities consist of net income adjusted for certain non-cash items, including depreciation and amortization, non-cash lease expense, 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 increase in net cash provided by operating activities in the first quarter of fiscal 2022 compared to the first quarter of fiscal 2021 was mainly due to the increase in net income and an increase in inventory , partially offset by the timing of accounts payable and accrued liabilities. The increase in net income was primarily due to an increase in gross profit resulting from higher sales, partially offset by an increase in SG&A expenses and income taxes.

Merchandise inventories, net were $1.57 billion at April 30, 2022, compared to $1.35 billion at May 1, 2021, representing an increase of $217.0 million or 16.0%. The change in inventory is primarily due to the following:

$29 million increase due to the addition of 28 net new stores opened since May 1, 2021;
$78 million increase due to new key brand launches; and
$110 million increase due to increased inventory costs and the acceleration of inventory receipts to support expected demand and mitigate global supply chain disruptions.

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 $71.1 million during the 13 weeks ended April 30, 2022 compared to $34.6 million during the 13 weeks ended May 1, 2021.

During the 13 weeks ended April 30, 2022, we opened 10 new stores and relocated six stores, compared to the 13 weeks ended May 1, 2021, when we opened 28 new stores and relocated one store.

The increase in net cash used in investing activities in the first quarter of fiscal 2022 compared to the first quarter of fiscal 2021 was primarily due to more capital expenditures compared to the first quarter of fiscal 2021.

Our future investments will depend primarily on the number of new, remodeled, and relocated stores, information technology systems investments, and supply chain investments that we undertake and the timing of these expenditures. Based on past performance and current expectations, we believe our sources of liquidity will be sufficient to fund future capital expenditures. 

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Financing activities

Financing activities primarily include share repurchases, borrowing and repayment of our revolving credit facility, 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.

The decrease in net cash used in financing activities in the first quarter of fiscal 2022 compared to the first quarter of fiscal 2021 was primarily due to a decrease in share repurchases.

We had no borrowings outstanding under the credit facility as of April 30, 2022, January 29, 2022, and May 1, 2021. The zero outstanding borrowings position continues to be due to a combination of factors including sales demand, overall performance of management initiatives including expense control, and inventory and other working capital reductions. We may require borrowings under the facility from time to time in future periods for unexpected business disruptions, to support our new store program, seasonal inventory needs, or share repurchases.

Share repurchase program

In March 2020, the Board of Directors authorized a share repurchase program (the 2020 Share Repurchase Program) pursuant to which the Company could repurchase up to $1.6 billion of the Company’s common stock. The 2020 Share Repurchase Program authorization revoked the previously authorized but unused amount of $177.8 million from the earlier share repurchase program. The 2020 Share Repurchase Program did not have an expiration date but provided for suspension or discontinuation at any time.

In March 2022, the Board of Directors authorized a new share repurchase program (the 2022 Share Repurchase Program) pursuant to which the Company may repurchase up to $2.0 billion of the Company’s common stock. The 2022 Share Repurchase Program revokes the previously authorized but unused amounts from the 2020 Share Repurchase Program. The 2022 Share Repurchase Program does not have an expiration date and may be suspended or discontinued at any time.

A summary of common stock repurchase activity is presented in the following table:

13 Weeks Ended  

April 30,

May 1,

(Dollars in millions)

2022

    

2021

Shares repurchased

331,834

1,243,209

Total cost of shares repurchased

$

132.8

$

392.3

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.

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As of April 30, 2022, January 29, 2022, and May 1, 2021 we had no borrowings outstanding under the credit facility.

As of April 30, 2022, 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.

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 January 29, 2022.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates. We do not hold or issue financial instruments for trading purposes.

Interest rate risk

We are exposed to interest rate risks primarily through borrowings under our credit facility. Interest on our borrowings is based upon variable rates. We did not have any outstanding borrowings on the credit facility as of April 30, 2022, January 29, 2022, and May 1, 2021.

Item 4.Controls and Procedures

Evaluation of disclosure controls and procedures over financial reporting

We have established disclosure controls and procedures to ensure that material information relating to the Company is made known to the officers who certify our financial reports and to the members of our senior management and Board of Directors.

Based on management’s evaluation as of April 30, 2022, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), are effective to ensure that the information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

There were no changes to our internal controls over financial reporting during the 13 weeks ended April 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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Part II - Other Information

Item 1.Legal Proceedings

See Note 6 to our consolidated financial statements, “Commitments and contingencies,” for information on legal proceedings.

Item 1A.Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended January 29, 2022, which could materially affect our business, financial condition, financial results, or future performance. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended January 29, 2022.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth repurchases of our common stock during the first quarter of 2022:

&