UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No.
Urban Outfitters, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common shares, $0.0001 par value—
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
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Item 1. |
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Condensed Consolidated Balance Sheets as of April 30, 2021, January 31, 2021 and April 30, 2020 |
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Condensed Consolidated Statements of Operations for the three months ended April 30, 2021 and 2020 |
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Condensed Consolidated Statements of Cash Flows for the three months ended April 30, 2021 and 2020 |
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6 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
30 |
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Item 4. |
30 |
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PART II OTHER INFORMATION |
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Item 1. |
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Item 1A. |
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Item 6. |
32 |
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33 |
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PART I
FINANCIAL INFORMATION
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Item 1. |
Financial Statements |
URBAN OUTFITTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
(unaudited)
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April 30, |
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January 31, |
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April 30, |
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2021 |
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2021 |
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2020 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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$ |
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Marketable securities |
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Accounts receivable, net of allowance for doubtful accounts of $ |
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Inventory |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Marketable securities |
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Deferred income taxes and other assets |
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Total Assets |
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$ |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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$ |
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Current portion of operating lease liabilities |
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Short-term debt (see Note 6) |
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— |
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— |
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Accrued expenses, accrued compensation and other current liabilities |
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Total current liabilities |
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Non-current portion of operating lease liabilities |
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Long-term debt (see Note 6) |
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— |
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— |
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— |
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Deferred rent and other liabilities |
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Total Liabilities |
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Commitments and contingencies (see Note 12) |
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Shareholders’ equity: |
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Preferred shares; $ |
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Common shares; $ outstanding, respectively |
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Additional paid-in-capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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Total Shareholders’ Equity |
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Total Liabilities and Shareholders’ Equity |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
URBAN OUTFITTERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except share and per share data)
(unaudited)
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Three Months Ended |
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April 30, |
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2021 |
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2020 |
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Net sales |
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$ |
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$ |
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Cost of sales (excluding store impairment) |
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Store impairment |
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— |
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Gross profit |
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Selling, general and administrative expenses |
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Income (loss) from operations |
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Other (loss) income, net |
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Income (loss) before income taxes |
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Income tax expense (benefit) |
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Net income (loss) |
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$ |
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$ |
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Net income (loss) per common share: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted-average common shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
URBAN OUTFITTERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands)
(unaudited)
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Three Months Ended |
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April 30, |
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2021 |
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2020 |
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Net income (loss) |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation |
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Change in unrealized gains (losses) on marketable securities, net of tax |
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Total other comprehensive income (loss) |
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Comprehensive income (loss) |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
URBAN OUTFITTERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(amounts in thousands, except share data)
(unaudited)
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Accumulated |
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Common Shares |
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Additional |
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Other |
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Number of |
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Par |
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Paid-in |
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Retained |
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Comprehensive |
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Shares |
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Value |
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Capital |
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Earnings |
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Loss |
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Total |
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Balances as of January 31, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Comprehensive income |
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— |
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— |
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— |
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Share-based compensation |
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— |
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— |
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Share-based awards |
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— |
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— |
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— |
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Share repurchases |
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— |
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— |
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— |
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Balances as of April 30, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Accumulated |
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Common Shares |
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Additional |
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Other |
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Number of |
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Par |
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Paid-in |
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Retained |
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Comprehensive |
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Shares |
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Value |
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Capital |
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Earnings |
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Loss |
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Total |
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Balances as of January 31, 2020 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Comprehensive (loss) |
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— |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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— |
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Share-based awards |
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— |
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— |
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— |
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— |
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— |
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Share repurchases |
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— |
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— |
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— |
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Balances as of April 30, 2020 |
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$ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
URBAN OUTFITTERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
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Three Months Ended |
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April 30, |
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2021 |
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2020 |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
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$ |
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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Non-cash lease expense |
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Provision (benefit) for deferred income taxes |
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Share-based compensation expense |
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Store impairment |
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— |
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Loss on disposition of property and equipment, net |
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Changes in assets and liabilities: |
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Receivables |
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Inventory |
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Prepaid expenses and other assets |
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Payables, accrued expenses and other liabilities |
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Operating lease liabilities |
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Net cash provided by (used in) operating activities |
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Cash flows from investing activities: |
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Cash paid for property and equipment |
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Cash paid for marketable securities |
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Sales and maturities of marketable securities |
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Net cash (used in) provided by investing activities |
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Cash flows from financing activities: |
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Borrowings under debt |
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— |
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Proceeds from the exercise of stock options |
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— |
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Share repurchases related to share repurchase program |
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— |
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Share repurchases related to taxes for share-based awards |
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( |
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Net cash (used in) provided by financing activities |
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Effect of exchange rate changes on cash and cash equivalents |
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( |
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(Decrease) increase in cash and cash equivalents |
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( |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental cash flow information: |
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Cash paid during the year for: |
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Income taxes |
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$ |
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$ |
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Non-cash investing activities—Accrued capital expenditures |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
URBAN OUTFITTERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and per share data)
(unaudited)
1. Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed financial statements should be read in conjunction with Urban Outfitters, Inc.’s (the “Company’s”) Annual Report on Form 10-K for the fiscal year ended January 31, 2021, filed with the United States Securities and Exchange Commission on April 1, 2021.
The Company’s business experiences seasonal fluctuations in net sales and net income, with a more significant portion typically realized in the second half of each year predominantly due to the year-end holiday period. Historically, and consistent with the retail industry, this seasonality also impacts our working capital requirements, particularly with regard to inventory. Accordingly, the results of operations for the three months ended April 30, 2021 are not necessarily indicative of the results to be expected for the full year.
The Company’s fiscal year ends on January 31. All references in these notes to the Company’s fiscal years refer to the fiscal years ended on January 31 in those years. For example, the Company’s fiscal year 2022 will end on January 31, 2022.
Recent Accounting Pronouncements
The Company has considered all new accounting standards updates issued by the Financial Accounting Standards Board (“FASB”) and has concluded that there are no recent accounting standard updates that will have a material impact on its consolidated financial statements and related disclosures.
2. Impact of the Coronavirus Pandemic
Impact on Fiscal 2021
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. On March 14, 2020, the Company announced that it temporarily closed all stores, offices and showrooms globally. The Company’s distribution and fulfillment centers remained open to support the digital business and the Wholesale segment operations but did so with additional safety procedures and enhanced cleaning measures in place to protect the health of employees. All other corporate and showroom employees are working remotely.
In response to the COVID-19 pandemic, the Company took many measures to protect its financial position and increase financial flexibility. For details of all such material measures taken during fiscal 2021, refer to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2021, filed with the SEC on April 1, 2021. See Note 6, “Debt,” for discussion of the Company’s borrowings and subsequent repayments under its Amended Credit Facility during fiscal 2021.
As a result of the COVID-19 pandemic, during fiscal 2021, the Company recorded certain additional reserves, including inventory obsolescence reserves and allowance for doubtful accounts for Wholesale segment customer accounts receivables, and non-cash charges, primarily store impairment charges. For further discussion of such reserves and non-cash charges for the first quarter of fiscal 2021, see the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2020, filed with the SEC on June 29, 2020, and the impact of the remainder of fiscal 2021 in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2021.
Beginning April 25, 2020, the Company reopened stores in select states and countries in accordance with local government guidelines. As of July 31, 2020, substantially all of the Company’s stores had reopened. Where
6
opening was permitted, the Company followed newly established health protocols, provided personal protective equipment to its employees, and implemented social distancing working practices. Additionally, the Company implemented occupancy limits, reduced operating hours, and instituted new cleaning regimens. As a result, the Company incurred incremental costs for personal protective equipment and additional payroll and other costs associated with implementing these health protocols in its stores, distribution and fulfillment centers, and corporate offices. During the fourth quarter of fiscal 2021, certain store operations were again impacted by an additional round of temporary store closures and occupancy restrictions, primarily in Europe and Canada.
As a result of the COVID-19 pandemic, certain governments implemented programs (some of which expired in fiscal 2021) to encourage companies to retain and pay employees that are unable to work or are limited in the work that they can perform in light of closures or a significant decline in sales. The Company qualified for certain of these programs during fiscal 2021, which partially offset related expenses. The Company recorded the benefit of the government assistance programs as an offset to selling, general and administrative expenses or store occupancy expenses in cost of sales based on the nature of the related expenses offset by such programs. The Company did not record any amounts in the first quarter of fiscal 2021 but did throughout the remainder of fiscal 2021.
Impact on Fiscal 2022
The COVID-19 pandemic continued to negatively impact the Company’s store operations during the first quarter of fiscal 2022 due to reduced store traffic as closures and occupancy restrictions continued primarily in Europe and Canada. During the first quarter of fiscal 2022, however, the Company decreased a portion of its inventory obsolescence reserves as a result of disciplined inventory control and better than planned product performance and reduced a portion of the allowance for doubtful accounts for Wholesale segment customer accounts receivables due to the collection of certain outstanding accounts receivables.
The Company continued to qualify for certain government assistance programs that partially offset related expenses in locations impacted by closures during fiscal 2022. The Company recorded the benefit of the government assistance programs as an offset to selling, general and administrative expenses or store occupancy expenses in cost of sales based on the nature of the related expenses offset by such programs.
Impact on Future Operations
The COVID-19 pandemic continues to impact the Company’s operations and related government and private sector responsive actions could continue to affect its business operations. The Company cannot reasonably estimate the duration and severity of the COVID-19 pandemic, which has had and may continue to have a material impact on its business. As a result, current financial information may not be necessarily indicative of future operating results and the Company’s plans to address the impact of the COVID-19 pandemic may change.
3. Revenue from Contracts with Customers
Contract receivables occur when the Company satisfies all of its performance obligations under a contract and recognizes revenue prior to billing or receiving consideration from a customer for which it has an unconditional right to payment. Contract receivables arise from credit card transactions and sales to the Company’s Wholesale segment customers and franchisees. For the three month period ended April 30, 2021, the opening and closing balances of contract receivables, net of allowance for doubtful accounts, was $
Contract liabilities represent unearned revenue and result from the Company receiving consideration in a contract with a customer for which it has not satisfied all of its performance obligations. The Company’s contract liabilities result from customer deposits, customer loyalty programs and the issuance of gift cards. Gift cards are
7
expected to be redeemed within
4. Marketable Securities
During all periods shown, marketable securities are classified as available-for-sale.
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
||||
|
|
|
Cost |
|
|
Gains |
|
|
(Losses) |
|
|
Value |
|
||||
|
As of April 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal and pre-refunded municipal bonds |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Corporate bonds |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Commercial paper |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Long-term Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal and pre-refunded municipal bonds |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|
|
Corporate bonds |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Mutual funds, held in rabbi trust |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
As of January 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal and pre-refunded municipal bonds |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Corporate bonds |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Commercial paper |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Long-term Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal and pre-refunded municipal bonds |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Corporate bonds |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Mutual funds, held in rabbi trust |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
8
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
||||
|
|
|
Cost |
|
|
Gains |
|
|
(Losses) |
|
|
Value |
|
||||
|
As of April 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal and pre-refunded municipal bonds |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Corporate bonds |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Long-term Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal and pre-refunded municipal bonds |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Corporate bonds |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Mutual funds, held in rabbi trust |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Certificates of deposit |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
Proceeds from the sales and maturities of available-for-sale securities were $
5. Fair Value
The Company utilizes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach that relate to its financial assets and financial liabilities). The levels of the hierarchy are described as follows:
|
|
• |
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. |
|
|
• |
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. |
|
|
• |
Level 3: Unobservable inputs that reflect the Company’s own assumptions. |
9
Management’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial assets and liabilities and their placement within the fair value hierarchy.
|
|
|
Marketable Securities Fair Value as of |
|
|||||||||||||
|
|
|
April 30, 2021 |
|
|||||||||||||
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal and pre-refunded municipal bonds |
|
$ |
— |
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
Corporate bonds |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Mutual funds, held in rabbi trust |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Commercial paper |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
|
|
Marketable Securities Fair Value as of |
|
|||||||||||||
|
|
|
January 31, 2021 |
|
|||||||||||||
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal and pre-refunded municipal bonds |
|
$ |
— |
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
Corporate bonds |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Mutual funds, held in rabbi trust |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Commercial paper |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
|
|
Marketable Securities Fair Value as of |
|
|||||||||||||
|
|
|
April 30, 2020 |
|
|||||||||||||
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal and pre-refunded municipal bonds |
|
$ |
— |
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
Corporate bonds |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Mutual funds, held in rabbi trust |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Certificates of deposit |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
Financial assets
Level 1 assets consist of financial instruments whose value has been based on inputs that use, as their basis, readily observable market data that are actively quoted and are validated through external sources, including third-party pricing services and brokers.
Level 2 assets consist of financial instruments whose value has been based on quoted prices for similar assets and liabilities in active markets as well as quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3 assets consist of financial instruments where there has been no active market. The Company held no Level 3 financial instruments as of April 30, 2021, January 31, 2021 and April 30, 2020.
The fair value of cash and cash equivalents (Level 1) approximates carrying value since cash and cash equivalents consist of short-term highly liquid investments with maturities of less than three months at the time of purchase. As of April 30, 2021, January 31, 2021 and April 30, 2020, cash and cash equivalents included cash on hand, cash in banks, money market accounts and marketable securities with maturities of less than three months at the time of purchase. The fair value of debt approximates its carrying value as it is all variable rate debt.
10
Non-financial assets
The Company’s non-financial assets, primarily consisting of property and equipment and lease-related right-of-use assets are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
The fair value of property and equipment was determined using a discounted cash-flow model that utilized Level 3 inputs. The Company’s retail locations are reviewed for impairment at the retail location level, which is the lowest level at which individual cash flows can be identified. In calculating future cash flows, the Company makes estimates regarding future operating results based on its experience and knowledge of market factors in which the retail location is located. Right-of-use assets are tested for impairment in the same manner as property and equipment. During the three months ended April 30, 2020, the Company determined that certain long-lived assets at the Company’s retail locations were unable to recover their carrying value primarily due to the impact of the mandated store closures and anticipated reduced store net sales during the remainder of fiscal 2021 as a result of the COVID-19 pandemic. These assets were written down to a fair value resulting in impairment charges of $
6. Debt
On
The Amended Credit Agreement extended the maturity date of the senior secured revolving credit facility to
The Amended Credit Facility provides for interest on borrowings, at the Company’s option, at either (i) adjusted LIBOR, CDOR or EURIBOR plus an applicable margin ranging from
All obligations under the Amended Credit Facility are unconditionally guaranteed by the Company and certain of its U.S. subsidiaries. The obligations under the Amended Credit Facility are secured by a first-priority security interest in inventory, accounts receivable and certain other assets of the Company and certain of its U.S. subsidiaries. The obligations of URBN Canada Retail, Inc. are secured by a first-priority security interest in its inventory, accounts receivable and certain other assets. The Amended Credit Agreement contains customary representations and warranties, negative and affirmative covenants and provisions relating to events of default.
As of April 30, 2021, the Company had $
11
reduce the funds available under the Amended Credit Facility, were $
7. Leases
The Company has operating leases for stores, distribution and fulfillment centers, corporate offices and equipment. The Company subleases certain properties to third parties.
Total operating lease costs were $
The following is a schedule by year of the maturities of operating lease liabilities with original terms in excess of one year, as of April 30, 2021:
|
|
|
Operating |
|
|
|
|
|
Leases |
|
|
|
Fiscal Year |
|
|
|
|
|
2022 (excluding the three months ended April 30, 2021) |
|
$ |
|
|
|
2023 |
|
|
|
|
|
2024 |
|
|
|
|
|
2025 |
|
|
|
|
|
2026 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
Total undiscounted future minimum lease payments |
|
|
|
|
|
Less imputed interest |
|
|
( |
) |
|
Total discounted future minimum lease payments |
|
$ |
|
|
|
|
|
|
|
|
As of April 30, 2021, the Company had commitments of approximately $
In response to the COVID-19 pandemic and mandated store closures, the Company withheld certain minimum lease payments due to landlords. The amounts withheld at April 30, 2021 and 2020 were included in “Current portion of operating lease liabilities” in the Condensed Consolidated Balance Sheets.
During the three months ended April 30, 2021, the Company received rent concessions for a number of stores and continue to negotiate for additional rent concessions at various other store locations. To the extent the rent concessions do not result in a substantial increase in total payments in the existing lease, the Company has accounted for such rent concessions as negative variable rent. To the extent the rent concessions do result in a substantial increase in total payments in the existing lease, the Company has accounted for such rent concessions as a lease modification. Rent concessions recorded by the Company for the three months ended April 30, 2021, as either negative variable rent or lease modifications have not had a material impact on the Company’s Condensed Consolidated Financial Statements.
12
8. Share-Based Compensation
The Company maintains stock incentive plans pursuant to which it can grant restricted shares, unrestricted shares, incentive stock options, non-qualified stock options, restricted stock units (“RSU’s”), performance stock units (“PSU’s”) or stock appreciation rights (“SAR’s”). A Black-Scholes model was used to estimate the fair value of stock options. The fair value of PSU’s and RSU’s is equal to the stock price on the date of the grant.
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 30, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Stock Options |
|
$ |
— |
|
|
$ |
|
|
|
Performance Stock Units(1) |
|
|
|
|
|
|
|
|
|
Restricted Stock Units |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
|
(1) |
|
Share-based awards granted and the weighted-average fair value of such awards for the three months ended April 30, 2021 was as follows:
|
|
|
|
|
|||||
|
|
|
April 30, 2021 |
|
|||||
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
Awards |
|
|
Average Fair |
|
||
|
|
|
Granted |
|
|
Value |
|
||
|
Stock Options |
|
|
— |
|
|
$ |
— |
|
|
Performance Stock Units |
|
|
|
|
|
$ |
|
|
|
Restricted Stock Units |
|
|
|
|
|
$ |
|
|
|
Total |
|
|
|
|
|
|
|
|
During the three months ended April 30, 2021,
The total unrecognized compensation cost related to outstanding share-based awards and the weighted-average period in which the cost is expected to be recognized as of April 30, 2021 was as follows:
|
|
|
April 30, 2021 |
|
|||||
|
|
|
Unrecognized |
|
|
Weighted- |
|
||
|
|
|
Compensation |
|
|
Average |
|
||
|
|
|
Cost |
|
|
Years |
|
||
|
Stock Options |
|
$ |
— |
|
|
|
— |
|
|
Performance Stock Units |
|
|
|
|
|
|
|
|
|
Restricted Stock Units |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
|
|
|
13
9. Shareholders’ Equity
Share repurchase activity under the Company’s share repurchase programs was as follows:
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 30, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Number of common shares repurchased and subsequently retired |
|
|
— |
|
|
|
|
|
|
Total cost |
|
$ |
— |
|
|
$ |
|
|
|
Average cost per share, including commissions |
|
$ |
— |
|
|
$ |
|
|
The shares repurchased during the three months ended April 30, 2020, were prior to the known spread of the COVID-19 pandemic in the United States, which forced the Company to close its stores for an extended period of time. The Company temporarily suspended all share repurchase activity under the programs during fiscal 2021.
On August 22, 2017, the Company’s Board of Directors authorized the repurchase of
During the three months ended April 30, 2021, the Company acquired and subsequently retired
10. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss
The following tables present the changes in “Accumulated other comprehensive loss,” by component, net of tax, for the three months ended April 30, 2021 and 2020:
|
|
|
Three Months Ended April 30, 2021 |
|
|||||||||
|
|
|
|
|
|
|
Unrealized Gains |
|
|
|
|
|
|
|
|
|
Foreign |
|
|
and (Losses) on |
|
|
|
|
|
||
|
|
|
Currency |
|
|
Available-for- |
|
|
|
|
|
||
|
|
|
Translation |
|
|
Sale Securities |
|
|
Total |
|
|||
|
Balance at beginning of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Amounts reclassified from accumulated other comprehensive income (loss) |
|
|
— |
|
|
( |
|
|
( |
|
||
|
Net current-period other comprehensive income (loss) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Balance at end of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
14
|
|
|
Three Months Ended April 30, 2020 |
|
|||||||||
|
|
|
|
|
|
|
Unrealized Gains |
|
|
|
|
|
|
|
|
|
Foreign |
|
|
and (Losses) on |
|
|
|
|
|
||
|
|
|
Currency |
|
|
Available-for- |
|
|
|
|
|
||
|
|
|
Translation |
|
|
Sale Securities |
|
|
Total |
|
|||
|
Balance at beginning of period |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Amounts reclassified from accumulated other comprehensive income (loss) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Net current-period other comprehensive income (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance at end of period |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
All unrealized gains and losses on available-for-sale securities reclassified from accumulated other comprehensive loss were recorded in “Other (loss) income, net” in the Condensed Consolidated Statements of Operations.
11. Net Income (Loss) per Common Share
The following is a reconciliation of the weighted-average common shares outstanding used for the computation of basic and diluted net (loss) income per common share:
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 30, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Basic weighted-average common shares outstanding |
|
|
|
|
|
|
|
|
|
Effect of dilutive options, stock appreciation rights, performance stock units and restricted stock units |
|
|
|
|
|
|
— |
|
|
Diluted weighted-average shares outstanding |
|
|
|
|
|
|
|
|
For the three months ended April 30, 2021, awards to purchase
As a result of the net loss for the three months ended April 30, 2020, all share-based awards have been excluded from the calculation of diluted loss per share and therefore there was no difference in the weighted average number of common shares for basic and diluted loss per share as the effect of all potentially dilutive shares outstanding was anti-dilutive.
12. Commitments and Contingencies
The Company is party to various legal proceedings arising from normal business activities. Management believes that the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.
15
13. Segment Reporting
The Company offers lifestyle-oriented general merchandise and consumer products and services through a portfolio of global consumer brands. The Company operates
The Company’s Retail segment consists of the Anthropologie, Bhldn, Free People, FP Movement, Terrain, Urban Outfitters and Menus & Venues brands. The Company has aggregated its brands into the Retail segment based upon their shared management, customer base and economic characteristics. Reporting in this format provides management with the financial information necessary to evaluate the success of the segments and the overall business. The Company’s Retail segment omni-channel strategy enhances its customers’ brand experience by providing a seamless approach to the customer shopping experience. All available Company-owned Retail segment shopping channels are fully integrated, including retail locations, websites, mobile applications, catalogs and customer contact centers.
The Company’s Wholesale segment consists of the Free People, FP Movement and Urban Outfitters brands. The Wholesale segment sells through department and specialty stores worldwide, digital businesses and the Retail segment.
The Subscription segment consists of the “Nuuly” brand, which is a monthly women’s apparel subscription rental service that launched on July 30, 2019.
The Company evaluates the performance of each segment based on the net sales and pre-tax income from operations (excluding intercompany charges) of the segment. The Company accounts for intersegment sales and transfers as if the sales and transfers were made to third parties making similar volume purchases. Corporate expenses include expenses incurred and directed by the corporate office that are not allocated to segments. The principal identifiable assets for the Retail and Wholesale segments are inventory and property and equipment. The principal identifiable assets for the Subscription segment are rental product and property and equipment.
The accounting policies of the reportable segments are the same as the policies described in Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2021. All of the Company’s segments are highly diversified.
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 30, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Net sales |
|
|
|
|
|
|
|
|
|
Retail operations |
|
$ |
|
|
|
$ |
|
|
|
Wholesale operations |
|
|
|
|
|
|
|
|
|
Subscription operations |
|
|
|
|
|
|
|
|
|
Intersegment elimination |
|
|
( |
) |
|
|
( |
) |
|
Total net sales |
|
$ |
|
|
|
$ |
|
|
|
Income (loss) from operations |
|
|
|
|
|
|
|
|
|
Retail operations |
|
$ |
|
|
|
$ |
( |
) |
|
Wholesale operations |
|
|
|
|
|
|
( |
) |
|
Subscription operations |
|
|
( |
) |
|
|
( |
) |
|
Intersegment elimination |
|
|
|
|
|
|
( |
) |
|
Total segment operating income (loss) |
|
|
|
|
|
|
( |
) |
|
General corporate expenses |
|
|
( |
) |
|
|
( |
) |
|
Total income (loss) from operations |
|
$ |
|
|
|
$ |
( |
) |
16
|
|
|
April 30, |
|
|
January 31, |
|
|
April 30, |
|
|||
|
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|||
|
Inventory |
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Wholesale operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total inventory |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Rental product, net (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Total rental product, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|||||||||||
|
Property and equipment, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Wholesale operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and equipment, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
The following tables summarize net sales and percentage of net sales from contracts with customers by merchandise category:
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 30, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Net sales |
|
|
|
|
|
|
|
|
|
Apparel (1) |
|
$ |
|
|
|
$ |
|
|
|
Home (2) |
|
|
|
|
|
|
|
|
|
Accessories (3) |
|
|
|
|
|
|
|
|
|
Other (4) |
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percentage of net sales |
|
|
|
|
|
|
|
|
|
Apparel (1) |
|
|
|
% |
|
|
|
% |
|
Home (2) |
|
|
|
% |
|
|
|
% |
|
Accessories (3) |
|
|
|
% |
|
|
|
% |
|
Other (4) |
|
|
|
% |
|
|
|
% |
|
Total net sales |
|
|
|
% |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|||||||
|
(2) |
|
|||||||
|
(3) |
|
|||||||
|
(4) |
|
|||||||
17
Apparel, Home, and Accessories are sold through both the Retail and Wholesale segments. Revenue recognized from the Other category is primarily attributable to the Retail segment.
The Company has foreign operations primarily in Europe and Canada. Revenues and long-lived assets, based upon the Company’s domestic and foreign operations, are as follows:
|
|
|
April 30, |
|
|
January 31, |
|
|
April 30, |
|
|||
|
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|||
|
Property and equipment, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Foreign operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and equipment, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
Three Months Ended |
|
|||||
|
|
|
April 30, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Net Sales |
|
|
|
|
|
|
|
|
|
Domestic operations |
|
$ |
|
|
|
$ |
|
|
|
Foreign operations |
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
|
|
|
$ |
|
|
18
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Certain matters contained in this filing with the United States Securities and Exchange Commission (“SEC”) may contain forward-looking statements and are being made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. When used in this Quarterly Report on Form 10-Q, the words “project,” “believe,” “plan,” “will,” “anticipate,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any one, or all, of the following factors could cause actual financial results to differ materially from those financial results mentioned in the forward-looking statements: the impacts of public health crises such as the coronavirus (COVID-19) pandemic, overall economic and market conditions and worldwide political events and the resultant impact on consumer spending patterns, the difficulty in predicting and responding to shifts in fashion trends, changes in the level of competitive pricing and promotional activity and other industry factors, the effects of the implementation of the United Kingdom's withdrawal from membership in the European Union (commonly referred to as “Brexit”), including currency fluctuations, economic conditions and legal or regulatory changes, any effects of war, terrorism and civil unrest, natural disasters, severe or unseasonable weather conditions (including as a result of climate change) or public health crises, 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, response to new concepts, our ability to integrate acquisitions, risks associated with digital sales, our ability to maintain and expand our digital sales channels, any material disruptions or security breaches with respect to our technology systems, the departure of one or more key senior executives, import risks (including any shortage of transportation capacities or delays at ports), changes to U.S. and foreign trade policies (including the enactment of tariffs, border adjustment taxes or increases in duties or quotas), the closing or disruption of, or any damage to, any of our distribution centers, our ability to protect our intellectual property rights, failure of our manufacturers and third-party vendors to comply with our social compliance program, risks related to environmental, social and governance activities, changes in our effective income tax rate, changes in accounting standards and subjective assumptions, regulatory changes and legal matters and other risks identified in our filings with the SEC, including those set forth in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2021, filed on April 1, 2021. We disclaim any intent or obligation to update forward-looking statements even if experience or future changes make it clear that actual results may differ materially from any projected results expressed or implied therein.
Unless the context otherwise requires, all references to the “Company,” “we,” “us” or “our” refer to Urban Outfitters, Inc., together with its subsidiaries.
Overview
We operate under three reportable segments – Retail, Wholesale and Subscription. Our Retail segment consists of our Anthropologie, Bhldn, Free People, FP Movement, Terrain, Urban Outfitters and Menus & Venues brands. Our Retail segment consumer products and services are sold directly to our customers through our retail locations, websites, mobile applications, catalogs and customer contact centers and franchised or third-party operated stores and digital businesses. The Wholesale segment consists of our Free People, FP Movement and Urban Outfitters brands that sell through department and specialty stores worldwide, digital businesses and our Retail segment. The Wholesale segment primarily designs, develops and markets apparel, intimates and activewear. Our Subscription segment consists of the Nuuly brand, which is a monthly women’s apparel subscription rental service that launched on July 30, 2019.
Our fiscal year ends on January 31. All references to our fiscal years refer to the fiscal years ended on January 31 in those years. For example, our fiscal year 2022 will end on January 31, 2022, our fiscal year 2021 ended on January 31, 2021 and our fiscal year 2020 ended on January 31, 2020.
Impact of the Coronavirus Pandemic
Impact on Fiscal 2021
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. On March 14, 2020, the
19
Company announced that it temporarily closed all stores, offices and showrooms globally. The Company’s distribution and fulfillment centers remained open to support the digital business and the Wholesale segment operations but did so with additional safety procedures and enhanced cleaning measures in place to protect the health of employees. All other corporate and showroom employees are working remotely.
In response to the COVID-19 pandemic, the Company took measures to protect its financial position and increase financial flexibility. For details of all such material measures taken during fiscal 2021, refer to our Annual Report on Form 10-K for the fiscal year ended January 31, 2021, filed with the SEC on April 1, 2021. See Note 6, “Debt,” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for discussion of the Company’s borrowings and subsequent repayments under its Amended Credit Facility during fiscal 2021.
As a result of the COVID-19 pandemic, during fiscal 2021, the Company recorded certain additional reserves, including inventory obsolescence reserves and allowance for doubtful accounts for Wholesale segment customer accounts receivables, and non-cash charges, primarily store impairment charges. For further discussion of such reserves and non-cash charges for the first quarter of fiscal 2021, see the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2020, filed with the SEC on June 29, 2020, and the impact of the remainder of fiscal 2021 in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2021.
Beginning April 25, 2020, the Company reopened stores in select states and countries in accordance with local government guidelines. As of July 31, 2020, substantially all of the Company’s stores had reopened. Where opening was permitted, we followed newly established health protocols, provided personal protective equipment to our employees, and implemented social distancing working practices. Additionally, we implemented occupancy limits, reduced operating hours, and instituted new cleaning regimens. As a result, the Company incurred incremental costs for personal protective equipment and additional payroll and other costs associated with implementing these health protocols in our stores, distribution and fulfillment centers, and corporate offices. During the fourth quarter of fiscal 2021, certain store operations were again impacted by an additional round of temporary store closures and occupancy restrictions, primarily in Europe and Canada.
As a result of the COVID-19 pandemic, certain governments implemented programs (some of which expired in fiscal 2021) to encourage companies to retain and pay employees that are unable to work or are limited in the work that they can perform in light of closures or a significant decline in sales. The Company qualified for certain of these programs during fiscal 2021 which partially offset related expenses. The Company recorded the benefit of the government assistance programs as an offset to selling, general and administrative expenses or store occupancy expenses in cost of sales based on the nature of the related expenses offset by such programs. The Company did not record any amounts in the first quarter of fiscal 2021 but did throughout the remainder of fiscal 2021.
Impact on Fiscal 2022
The COVID-19 pandemic continued to negatively impact our store operations during the first quarter of fiscal 2022 due to reduced store traffic as closures and occupancy restrictions continued primarily in Europe and Canada. During the first quarter of fiscal 2022, however, the Company decreased a portion of its inventory obsolescence reserves as a result of disciplined inventory control and better than planned product performance and reduced a portion of the allowance for doubtful accounts for Wholesale segment customer accounts receivables due to the collection of certain outstanding accounts receivables.
The Company continued to qualify for certain government assistance programs that partially offset related expenses in locations impacted by closures during fiscal 2022. The Company recorded the benefit of the government assistance programs as an offset to selling, general and administrative expenses or store occupancy expenses in cost of sales based on the nature of the related expenses offset by such programs.
Impact on Future Operations
The COVID-19 pandemic continues to impact the Company’s operations and related government and private sector responsive actions could continue to affect its business operations. The Company cannot reasonably estimate the duration and severity of the COVID-19 pandemic, which has had and may continue to have a material impact on its business. As a result, current financial information may not be necessarily indicative of future operating results and the Company’s plans to address the impact of the COVID-19 pandemic may change.
20
Retail Segment
Our Retail segment omni-channel strategy enhances our customers’ brand experience by providing a seamless approach to the customer shopping experience. All available Company-owned Retail segment shopping channels are fully integrated, including retail locations, websites, mobile applications, catalogs and customer contact centers. Our investments in areas such as marketing campaigns and technology advancements are designed to generate demand for the Retail segment omni-channel and not the separate store or digital channels. We manage and analyze our performance based on a single Retail segment omni-channel rather than separate channels and believe that the Retail segment omni-channel results present the most meaningful and appropriate measure of our performance.
Our comparable Retail segment net sales data is equal to the sum of our comparable store and comparable digital channel net sales. A store is considered to be comparable if it has been open at least 12 full months, unless it was materially expanded or remodeled within that year or was not otherwise operating at its full capacity within that year due to store specific closures from events such as damage from fire, flood and natural weather events. The Company did not remove stores that were closed or operating for an extended period of time at a reduced capacity due to the COVID-19 pandemic from the comparable stores net sales calculations. A digital channel is considered to be comparable if it has been operational for at least 12 full months. Sales from stores and digital channels that do not fall within the definition of comparable store or channel are considered to be non-comparable. Franchise net sales and the effects of foreign currency translation are also considered non-comparable.
We monitor Retail segment metrics including customer traffic, conversion rates, average units per transaction at our stores and on our websites and mobile applications and average unit selling price at our stores and average order value on our websites and mobile applications. We believe that changes in any of these metrics may be caused by a response to our brands’ fashion offerings, our marketing campaigns, circulation of our catalogs and an overall growth in brand recognition.
Urban Outfitters targets young adults aged 18 to 28 through a unique merchandise mix, compelling store environment, websites and mobile applications and a product offering that includes women’s and men’s fashion apparel, activewear, intimates, footwear, accessories, home goods, electronics and beauty. A large portion of our merchandise is exclusive to Urban Outfitters, consisting of an assortment of products designed internally and designed in collaboration with third-party brands. Urban Outfitters stores are in street locations in large metropolitan areas and select university communities, specialty centers and enclosed malls that accommodate our customers’ propensity not only to shop, but also to congregate with their peers. Urban Outfitters operates websites and mobile applications in North America, Europe and Asia that capture the spirit of the brand by offering a similar yet broader selection of merchandise as found in its stores, sells merchandise through a franchisee-owned store in the United Arab Emirates, and partners with third-party digital businesses to offer a limited selection of merchandise, which is available globally. Urban Outfitters’ North American and European Retail segment net sales accounted for approximately 29.6% and 7.2% of consolidated net sales, respectively, for the three months ended April 30, 2021, compared to 32.3% and 7.5%, respectively, for the comparable period in fiscal 2021. Asian Retail segment net sales accounted for less than 1.0% of consolidated net sales for the three months ended April 30, 2021 and the comparable period in fiscal 2021.
The Anthropologie Group consists of the Anthropologie, Bhldn and Terrain brands. Merchandise at the Anthropologie brand is tailored to sophisticated and contemporary women aged 28 to 45. The product assortment includes women’s casual apparel, accessories, intimates, shoes, home furnishings, a diverse array of gifts and decorative items and beauty and wellness. The Bhldn brand emphasizes every element that contributes to a wedding. The Bhldn brand offers a curated collection of heirloom quality wedding gowns, bridesmaid frocks, party dresses, assorted jewelry, head pieces, footwear, lingerie and decorations. The Terrain brand is designed to appeal to women and men interested in a creative and sophisticated outdoor living and gardening experience. Merchandise includes lifestyle home, garden and outdoor living products, antiques, live plants, flowers, wellness products and accessories. In addition to individual brand stores, the Anthropologie Group operates expanded format stores that include multiple Anthropologie Group brands, which allows for the presentation of an expanded assortment of products in certain categories. Anthropologie Group stores are located in specialty centers, upscale street locations and enclosed malls. The Anthropologie Group operates websites and mobile applications in North America and Europe that capture the spirit of its brands by offering a similar yet broader selection of merchandise as found in its stores, offers a catalog in North America that markets select merchandise, most of which is also available in Anthropologie brand stores, and partners with third-party digital businesses to offer a limited selection of merchandise, which is available
21
globally. The Anthropologie Group’s North American and European Retail segment net sales accounted for approximately 36.5% and 1.5% of consolidated net sales, respectively, for the three months ended April 30, 2021, compared to 38.0% and 1.7%, respectively, for the comparable period in fiscal 2021. Asian Retail segment net sales accounted for less than 1.0% of consolidated net sales for the three months ended April 30, 2021 and the comparable period in fiscal 2021.
The Free People Group consists of the Free People and FP Movement brands. The Free People brand focuses its product offering on private label merchandise targeted to young contemporary women aged 25 to 30 and provides a unique merchandise mix of casual women’s apparel, intimates, FP Movement activewear, shoes, accessories, home products, gifts and beauty and wellness. The FP Movement brand offers performance-ready activewear, beyond-the-gym staples and wellness essentials. Free People Group stores are located in enclosed malls, upscale street locations and specialty centers. The Free People Group operates websites and mobile applications in North America, Europe and Asia that capture the spirit of the brand by offering a similar yet broader selection of merchandise as found in its stores, as well as substantially all of the Free People and FP Movement wholesale offerings. The Free People Group also offers catalogs that market select merchandise, most of which is also available in our Free People and FP Movement stores, and partners with third-party digital businesses to offer a limited selection of merchandise, which is available globally. The Free People Group’s North American Retail segment net sales accounted for approximately 16.1% of consolidated net sales for the three months ended April 30, 2021, compared to approximately 14.3% for the comparable period in fiscal 2021. European and Asian Retail segment net sales each accounted for less than 1.0% of consolidated net sales for the three months ended April 30, 2021 and the comparable period in fiscal 2021.
The Menus & Venues brand focuses on a dining experience that provides excellence in food, beverage and service. The Menus & Venues brand net sales accounted for less than 1.0% of consolidated net sales for the three months ended April 30, 2021 and the comparable period in fiscal 2021.
Net sales from the Retail segment accounted for approximately 92.5% of consolidated net sales for the three months ended April 30, 2021, compared to 95.3% for the comparable period in fiscal 2021.
22
Store data for the three months ended April 30, 2021 was as follows:
|
|
|
January 31, |
|
|
Stores |
|
|
Stores |
|
|
April 30, |
|
||||
|
|
|
2021 |
|
|
Opened |
|
|
Closed |
|
|
2021 |
|
||||
|
Urban Outfitters |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
174 |
|
|
|
3 |
|
|
|
— |
|
|
|
177 |
|
|
Canada |
|
|
17 |
|
|
|
— |
|
|
|
— |
|
|
|
17 |
|
|
Europe |
|
|
56 |
|
|
|
1 |
|
|
|
— |
|
|
|
57 |
|
|
Urban Outfitters Global Total |
|
|
247 |
|
|
|
4 |
|
|
|
— |
|
|
|
251 |
|
|
Anthropologie Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
204 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
204 |
|
|
Canada |
|
|
11 |
|
|
|
— |
|
|
|
— |
|
|
|
11 |
|
|
Europe |
|
|
22 |
|
|
|
1 |
|
|
|
— |
|
|
|
23 |
|
|
Anthropologie Group Global Total |
|
|
237 |
|
|
|
2 |
|
|
|
(1 |
) |
|
|
238 |
|
|
Free People Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States (1) |
|
|
138 |
|
|
|
5 |
|
|
|
(1 |
) |
|
|
142 |
|
|
Canada |
|
|
6 |
|
|
|
— |
|
|
|
(1 |
) |
|
|
5 |
|
|
Europe |
|
|
5 |
|
|
|
1 |
|
|
|
— |
|
|
|
6 |
|
|
Free People Group Global Total |
|
|
149 |
|
|
|
6 |
|
|
|
(2 |
) |
|
|
153 |
|
|
Menus & Venues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
11 |
|
|
|
— |
|
|
|
— |
|
|
|
11 |
|
|
Menus & Venues Total |
|
|
11 |
|
|
|
— |
|
|
|
— |
|
|
|
11 |
|
|
Total Company-Owned Stores |
|
|
644 |
|
|
|
12 |
|
|
|
(3 |
) |
|
|
653 |
|
|
Franchisee-Owned Stores (2) |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
Total URBN |
|
|
645 |
|
|
|
12 |
|
|
|
(3 |
) |
|
|
654 |
|
|
|
(1) |
One FP Movement store was opened during the three months ended April 30, 2021. Three FP Movement stores were open as of April 30, 2021. |
|
|
(2) |
Franchisee-owned store is located in the United Arab Emirates. |
Selling square footage by brand as of April 30, 2021 and 2020 was as follows:
|
|
|
April 30, |
|
|
April 30, |
|
|
|
|
|
||
|
|
|
2021 |
|
|
2020 |
|
|
Change |
|
|||
|
Selling square footage (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Urban Outfitters |
|
|
2,224 |
|
|
|
2,220 |
|
|
|
0.2 |
% |
|
Anthropologie Group |
|
|
1,816 |
|
|
|
1,793 |
|
|
|
1.3 |
% |
|
Free People Group (1) |
|
|
338 |
|
|
|
325 |
|
|
|
4.0 |
% |
|
Total URBN (2) |
|
|
4,378 |
|
|
|
4,338 |
|
|
|
0.9 |
% |
|
|
(1) |
Selling square footage for FP Movement was 3 as of April 30, 2021. There were no FP Movement stores open as of April 30, 2020. |
|
|
(2) |
Menus & Venues restaurants and franchisee-owned stores are not included in selling square footage. |
We plan for future store growth for all three brands to come from expansion domestically and internationally, which may include opening stores in new and existing markets or entering into additional franchise or joint venture agreements. We plan for future digital channel growth to come from expansion domestically and internationally.
23
Projected openings and closings for fiscal 2022 are as follows:
|
|
|
January 31, |
|
|
Projected |
|
|
Projected |
|
|
January 31, |
|
||||
|
|
|
2021 |
|
|
Openings |
|
|
Closings |
|
|
2022 |
|
||||
|
Urban Outfitters |
|
|
247 |
|
|
|
18 |
|
|
|
(8 |
) |
|
|
257 |
|
|
Anthropologie Group |
|
|
237 |
|
|
|
9 |
|
|
|
(8 |
) |
|
|
238 |
|
|
Free People Group (1) |
|
|
149 |
|
|
|
27 |
|
|
|
(2 |
) |
|
|
174 |
|
|
Menus & Venues |
|
|
11 |
|
|
|
— |
|
|
|
— |
|
|
|
11 |
|
|
Total Company-Owned Stores |
|
|
644 |
|
|
|
54 |
|
|
|
(18 |
) |
|
|
680 |
|
|
Franchisee-Owned Stores |
|
|
1 |
|
|
|
4 |
|
|
|
— |
|
|
|
5 |
|
|
Total URBN |
|
|
645 |
|
|
|
58 |
|
|
|
(18 |
) |
|
|
685 |
|
|
|
(1) |
Includes 16 FP Movement projected store openings. |
Wholesale Segment
Our Wholesale segment consists of the Free People, FP Movement and Urban Outfitters brands that sell through department and specialty stores worldwide, third-party digital businesses and our Retail segment. The Wholesale segment primarily designs, develops and markets young women’s contemporary casual apparel, intimates, FP Movement activewear and shoes under the Free People brand and the BDG and other own brand apparel collections under the Urban Outfitters brand. The Anthropologie brand exited the wholesale business in the third quarter of fiscal 2021. Our Wholesale segment net sales accounted for approximately 6.7% of consolidated net sales for the three months ended April 30, 2021, compared to 3.6% for the comparable period in fiscal 2021.
Subscription Segment
Our Subscription segment consists of the Nuuly brand, which is a monthly women’s apparel subscription rental service that launched on July 30, 2019. For a monthly fee, Nuuly subscribers can select rental product from a wide selection of the Company’s own brands, third-party labels and one-of-a-kind vintage pieces via a custom-built, digital platform. Subscribers select their products each month, wear them as often as they like and then swap into new products the following month. Subscribers are also able to purchase the rented product. Our Subscription segment net sales accounted for less than 1.0% of consolidated net sales for the three months ended April 30, 2021, compared to 1.1% for the comparable period in fiscal 2021.
Critical Accounting Policies and Estimates
Our Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States. These generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses during the reporting period.
Our senior management has reviewed the critical accounting policies and estimates with the Audit Committee of our Board of Directors. Our significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Notes to our Consolidated Financial Statements for the fiscal year ended January 31, 2021, which are included in our Annual Report on Form 10-K filed with the SEC on April 1, 2021. Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. If actual results were to differ significantly from estimates made, the reported results could be materially affected. There have been no significant changes to our critical accounting policies during the three months ended April 30, 2021.
24
Results of Operations
As a Percentage of Net Sales
Because of the material impact COVID-19 had on our business operations in fiscal 2021, including mandated store closures, this Quarterly Report on Form 10-Q includes a comparison of fiscal 2022 results to fiscal 2020, in addition to a comparison of fiscal 2022 results to fiscal 2021. Management views the comparison of fiscal 2022 results to fiscal 2020 as the more meaningful measurement of the Company’s business performance.
As a result of the COVID-19 pandemic, all of our stores were closed for a portion of the first half of fiscal 2021 (see further details under Impact of the Coronavirus Pandemic above). In addition to lost revenues, we incurred expenses that were not commensurate with the current level of sales. As a result, comparisons of expense ratios and year-over-year trends were impacted in a meaningful way.
The following table sets forth, for the periods indicated, the results of operations and the percentage of our net sales represented by certain statement of operations data. This table should be read in conjunction with the discussion that follows:
|
(amounts in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|||||||||||
|
|
|
April 30, |
|
|
|||||||||||
|
|
|
2021 |
|
|
|
2020 |
|
|
|
2019 |
|
|
|||
|
Net sales |
|
$ |
927.4 |
|
|
|
$ |
588.5 |
|
|
|
$ |
864.4 |
|
|
|
Cost of sales (excluding store impairment) |
|
|
626.7 |
|
|
|
|
562.2 |
|
|
|
|
595.3 |
|
|
|
Store impairment |
|
|
— |
|
|
|
|
14.5 |
|
|
|
|
— |
|
|
|
Gross profit |
|
|
300.7 |
|
|
|
|
11.8 |
|
|
|
|
269.1 |
|
|
|
Selling, general and administrative expenses |
|
|
227.2 |
|
|
|
|
210.5 |
|
|
|
|
229.1 |
|
|
|
Income (loss) from operations |
|
|
73.5 |
|
|
|
|
(198.7 |
) |
|
|
|
40.0 |
|
|
|
Other (loss) income, net |
|
|
(0.2 |
) |
|
|
|
0.1 |
|
|
|
|
2.7 |
|
|
|
Income (loss) before income taxes |
|
|
73.3 |
|
|
|
|
(198.6 |
) |
|
|
|
42.7 |
|
|
|
Income tax expense (benefit) |
|
|
19.8 |
|
|
|
|
(60.2 |
) |
|
|
|
10.1 |
|
|
|
Net income (loss) |
|
$ |
53.5 |
|
|
|
$ |
(138.4 |
) |
|
|
$ |
32.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AS A PERCENTAGE OF NET SALES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
100.0 |
|
% |
|
100.0 |
|
% |
|
100.0 |
|
% |
|||
|
Cost of sales (excluding store impairment) |
|
|
67.6 |
|
|
|
|
95.5 |
|
|
|
|
68.9 |
|
|
|
Store impairment |
|
|
— |
|
|
|
|
2.5 |
|
|
|
|
— |
|
|
|
Gross profit |
|
|
32.4 |
|
|
|
|
2.0 |
|
|
|
|
31.1 |
|
|
|
Selling, general and administrative expenses |
|
|
24.5 |
|
|
|
|
35.8 |
|
|
|
|
26.5 |
|
|
|
Income (loss) from operations |
|
7.9 |
|
|
|
(33.8) |
|
|
|
|
4.6 |
|
|
||
|
Other (loss) income, net |
|
(0.0) |
|
|
|
|
0.1 |
|
|
|
|
0.3 |
|
|
|
|
Income (loss) before income taxes |
|
|
7.9 |
|
|
|
(33.7) |
|
|
|
|
4.9 |
|
|
|
|
Income tax expense (benefit) |
|
|
2.1 |
|
|
|
(10.2) |
|
|
|
|
1.1 |
|
|
|
|
Net income (loss) |
|
|
5.8 |
|
% |
|
(23.5) |
|
% |
|
|
3.8 |
|
% |
|
25
Three Months Ended April 30, 2021 (Fiscal 2022) Compared To
Three Months Ended April 30, 2020 (Fiscal 2021)
Net sales for the first quarter of fiscal 2022 were $927.4 million, compared to $588.5 million in the first quarter of fiscal 2021. The $338.9 million increase was attributable to a $296.3 million, or 52.8%, increase in Retail segment net sales, a $41.1 million, or 196.0%, increase in Wholesale segment net sales, and an increase in Subscription segment net sales of $1.5 million. Retail segment net sales for the first quarter of fiscal 2022 accounted for 92.5% of total net sales compared to 95.3% of total net sales in the first quarter of fiscal 2021.
The increase in our Retail segment net sales during the first quarter of fiscal 2022 was due to an increase of $282.4 million, or 50.8%, in Retail segment comparable net sales, and an increase of $13.9 million in non-comparable net sales, including the net impact of store openings and closings since the prior comparable period and the impact of foreign currency translation. Retail segment comparable net sales increased 76.8% at the Free People Group, 49.8% at the Anthropologie Group and 42.4% at Urban Outfitters. Retail segment comparable net sales increased in North America, Europe and Asia. The increase in Retail segment comparable net sales was driven by double-digit growth in both retail store and digital channel sales. Net sales for the first quarter of fiscal 2021 were significantly impacted by the COVID-19 pandemic including mandated store closures for all of the Company’s stores. Positive comparable store net sales in the first quarter of fiscal 2022 resulted from an increase in store traffic, transactions, average unit selling price and units per transaction. The digital channel net sales increase was driven by an increase in sessions and average order value, while units per transaction decreased and conversion rate was about flat. The increase in non-comparable net sales was primarily due to the negative impact of the COVID-19 pandemic in the first quarter of fiscal 2021, which caused store closures and lower store productivity in the 32 new Company-owned stores opened and 13 Company-owned stores closed since the prior comparable period, and the positive impact of foreign currency translation.
The increase in Wholesale segment net sales in the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2021, was primarily due to a $36.3 million, or 180.2%, increase in sales for the Free People Group, due to most of the brand’s wholesale partners had a meaningful portion of their businesses closed during the first quarter of fiscal 2021. The segment increase was also due to an increase of $4.7 million in Urban Outfitters wholesale sales. While the Company did not exit the Anthropologie Group wholesale business until the third quarter of fiscal 2021, the COVID-19 pandemic resulted in minimal sales in the first quarter of fiscal 2021.
Gross profit percentage for the first quarter of fiscal 2022 increased to 32.4% of net sales, from 2.0% of net sales in the first quarter of fiscal 2021. Gross profit increased to $300.7 million for the first quarter of fiscal 2022 from $11.8 million in the first quarter of fiscal 2021. The increase in gross profit rate was due to the negative impacts the COVID-19 mandated store closures had on the Company’s Retail segment and its partners in the Wholesale segment in the prior year quarter. The mandated store closures resulted in a significant deleverage in store occupancy and an increase in merchandise markdowns in the prior year quarter. The Company also recorded a meaningful increase in inventory obsolescence reserves in the prior year quarter due to the impact the store closures had on the aging of the Company’s inventory. Finally, during the prior year quarter the Company recorded a $14.5 million store impairment charge.
Selling, general and administrative expenses increased by $16.6 million, or 7.9%, to $227.1 million in the first quarter of fiscal 2022, compared to the first quarter of fiscal 2021. Selling, general and administrative expenses as a percentage of net sales decreased in the first quarter of fiscal 2022 to 24.5% of net sales, compared to 35.8% of net sales for the first quarter of fiscal 2021. The leverage in selling, general and administrative expenses for the three months ended April 30, 2021, was primarily related to leverage in store and field management expense due to the Company continuing to employ and pay a large portion of regional and store management teams despite store closures and reduced sales related to the COVID-19 pandemic. Additionally, in the prior year quarter the Company recorded a significant increase in allowance for doubtful accounts reserves for wholesale customer accounts receivables as a result of the significant disruption and uncertainty in the wholesale macro environment due to the COVID-19 pandemic.
Income from operations was 7.9% of net sales, or $73.5 million, for the first quarter of fiscal 2022 compared to a loss from operations of 33.8% of net sales, or $198.7 million, for the first quarter of fiscal 2021.
26
Our effective tax rate for the first quarter of fiscal 2022 was an expense of 27.0% compared to a benefit of 30.3% in the first quarter of fiscal 2021.
Three Months Ended April 30, 2021 (Fiscal 2022) Compared To
Three Months Ended April 30, 2019 (Fiscal 2020)
Net sales in the first quarter of fiscal 2022 were $927.4 million, compared to $864.4 million in the first quarter of fiscal 2020. The $63.0 million increase was attributable to a $74.9 million, or 9.6%, increase in Retail segment net sales partially offset by a $19.7 million, or 24.1%, decrease in Wholesale segment net sales. The Subscription segment, which did not begin operations until July 30, 2019, contributed $7.8 million of net sales in the first quarter of fiscal 2022. Retail segment net sales for the first quarter of fiscal 2022 accounted for 92.5% of total net sales compared to 90.5% of total net sales in the first quarter of fiscal 2020.
The increase in our Retail segment net sales during the first quarter of fiscal 2022 was due to an increase of $75.2 million, or 10.0%, in Retail segment comparable net sales, partially offset by a decrease of $0.3 million in non-comparable net sales, including the net impact of store openings and closings since the prior comparable period and the impact of foreign currency translation. Retail segment comparable net sales increased 44.0% at the Free People Group, 8.5% at Urban Outfitters and 1.4% at the Anthropologie Group. Retail segment comparable net sales increased in North America, Europe and Asia. Retail segment comparable net sales increased due to double-digit growth in the digital channel, partially offset by negative retail store sales due to reduced store traffic caused by the COVID-19 pandemic and related store closures and occupancy restrictions, primarily in Europe and Canada. The digital channel net sales increase was driven by an increase in conversion rate, sessions and average order value, while units per transaction decreased. Negative comparable store net sales resulted from a decrease in store traffic and transactions, while average unit selling price and units per transaction increased. The decrease in non-comparable net sales was primarily due to lower store productivity and reduced store traffic as a result of the COVID-19 pandemic at the 58 new Company-owned stores opened and the 25 Company-owned stores and restaurants closed since the prior comparable period partially offset by the positive impact of foreign currency translation.
The decrease in Wholesale segment net sales in the first quarter of fiscal 2022, as compared to the first quarter of fiscal 2020, was primarily due to a $22.1 million, or 28.1% decrease in sales for the Free People Group, due in part to reducing the brand’s sales to promotional wholesale customers. The segment decrease was also due to a decrease of $2.2 million in Anthropologie Home sales due to the brand’s exit from the wholesale business in the third quarter of fiscal 2021, partially offset by an increase of $4.5 million in Urban Outfitters wholesale sales.
Gross profit percentage for the first quarter of fiscal 2022 increased to 32.4% of net sales, from 31.1% of net sales in the comparable quarter in fiscal 2020. Gross profit increased to $300.7 million in the first quarter of fiscal 2022 from $269.1 million in the first quarter of fiscal 2020. The increase in gross profit rate was primarily due to record low first quarter merchandise markdown rates in the Retail segment and benefits associated with negotiated rent concessions with landlords and international government assistance programs. All three brands recorded lower merchandise markdown rates with the Urban Outfitters and Free People brands achieving record low first quarter merchandise markdown rates. This was partially offset by deleverage in delivery and logistics expenses and lower initial merchandise markups. Delivery and logistics expense deleverage was primarily driven by the increased penetration of the digital channel as well as an increase in home category net sales. Lower initial merchandise markups are primarily due to higher inbound freight and logistics expenses.
Total inventory at April 30, 2021, as compared to April 30, 2019, increased by $69.4 million, or 17.0%, to $477.8 million. The increase in inventory is due to the improving sales trend as well as ongoing challenges in the supply chain. Due to extended lead times, we are bringing in product earlier to ensure we can meet our sales demand. As a result, while Retail segment comparable inventory was down 2.6% at cost as compared to April 30, 2019, the significant increase in inventory in-transit more than offset it.
Selling, general and administrative expenses decreased by 0.8%, to $227.1 million, in the first quarter of fiscal 2022, compared to $229.0 million in the first quarter of fiscal 2020. Selling, general and administrative expenses as a percentage of net sales decreased in the first quarter of fiscal 2022 to 24.5% of net sales, compared to 26.5% of net
27
sales for the first quarter of fiscal 2020. The leverage in selling, general and administrative expenses as a rate to sales and decrease in dollars was primarily related to disciplined store payroll management and overall expense control. This was partially offset by an increase in digital marketing expenses during the quarter to support the strong digital sales and customer growth.
Income from operations was 7.9% of net sales, or $73.5 million, for the first quarter of fiscal 2022 compared to 4.6% of net sales, or $40.0 million, for the first quarter of fiscal 2020.
Our effective tax rate for the first quarter of fiscal 2022 was 27.0% compared to 23.7% in the first quarter of fiscal 2020. The change in effective tax rate for the first quarter of fiscal 2022 was primarily due to the ratio of foreign taxable losses to global taxable profits and a lower benefit of equity activity compared to the first quarter of fiscal 2020.
Liquidity and Capital Resources
The following tables set forth certain balance sheet and cash flow data for the periods indicated. These tables should be read in the conjunction with the discussion that follows:
|
(amounts in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, |
|
|
January 31, |
|
|
April 30, |
|
|
April 30, |
|
||||
|
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
||||
|
Cash, cash equivalents and marketable securities |
|
$ |
629.4 |
|
|
$ |
694.0 |
|
|
$ |
667.1 |
|
|
$ |
614.3 |
|
|
Short-term debt |
|
|
— |
|
|
|
— |
|
|
|
220.0 |
|
|
|
— |
|
|
Working capital |
|
|
389.4 |
|
|
|
317.2 |
|
|
|
293.4 |
|
|
|
491.1 |
|
|
|
|
Three Months Ended |
|
|||||||||
|
|
|
April 30, |
|
|||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|||
|
Net cash provided by (used in) operating activities |
|
$ |
37.1 |
|
|
$ |
(59.7 |
) |
|
$ |
25.9 |
|
|
Net cash (used in) provided by investing activities |
|
|
(63.6 |
) |
|
|
222.2 |
|
|
|
(15.9 |
) |
|
Net cash (used in) provided by financing activities |
|
|
(6.3 |
) |
|
|
209.2 |
|
|
|
(75.7 |
) |
The increase in working capital as of April 30, 2021 as compared to January 31, 2021 was due to timing of disbursements. The increase in working capital as of April 30, 2021 as compared to April 30, 2020 was due to the increase of cash, cash equivalents and short-term marketable securities less repayment of short-term debt. The decrease in working capital as of April 30, 2021 as compared to April 30, 2019 was due to higher accrued incentive compensation as of April 30, 2021 and timing of other disbursements.
During the last three years, we have satisfied our cash requirements primarily through our cash flow from operating activities. Additionally, during the first quarter of fiscal 2021, and in response to the COVID-19 pandemic, we borrowed $220.0 million under our Amended Credit Facility to further protect our cash reserves. We subsequently repaid the entire $220.0 million during the second and third quarters of fiscal 2021. Our primary uses of cash have been to fund business operations, purchase inventory, expand our home offices and fulfillment centers, open new stores and repurchase our common shares.
Cash Flows from Operating Activities
Our major source of cash from operations was merchandise sales and our primary outflow of cash from operations was for the payment of operational costs. Mandated store closures and lower store productivity caused by the COVID-19 pandemic resulted in cash used in operating activities during the first quarter of fiscal 2021, compared to cash provided by operating activities during the first quarters of fiscal 2022 and 2020. This was primarily driven by the net loss incurred in the first quarter of fiscal 2021 due to the negative impact that the
28
COVID-19 pandemic had on the Company’s operations. Although the Company’s stores were closed for part of the first quarter of fiscal 2021, the Company continued to incur various store operational costs, such as employee costs and costs for a large portion of its regional and store management teams despite store closures and reduced sales during the COVID-19 pandemic.
Cash Flows from Investing Activities
Cash used in investing activities in the first quarters of fiscal 2022 and fiscal 2020 primarily related to purchases of marketable securities and property and equipment, partially offset by the sales and maturities of marketable securities. Net liquidations of our marketable securities portfolio in the first quarter of fiscal 2021 were primarily to preserve financial flexibility and maintain liquidity in response to the COVID-19 pandemic, but reinvested in a marketable securities portfolio in the fourth quarter of fiscal 2021. Cash paid for property and equipment in the first quarter of fiscal 2022, 2021 and 2020 was $42.6 million, $43.5 million and $37.7 million, respectively, which was primarily used to expand our fulfillment center network in all periods.
Cash Flows from Financing Activities
Cash used in financing activities in the first quarter of fiscal 2022 primarily related to repurchases of our common shares from employees to meet minimum statutory withholding requirements. Cash provided from financing activities during the first quarter of fiscal 2021 was primarily due to borrowings of $220.0 million under our Amended Credit Facility in order to preserve financial flexibility and maintain liquidity and flexibility in response to the COVID-19 pandemic. The borrowings were subsequently repaid in the second and third quarters of fiscal 2021. During the first quarter of fiscal 2021, the Company also repurchased $7.0 million of shares under our share repurchase programs prior to the known spread of the COVID-19 pandemic in the United States, which forced the Company to close its stores for an extended period of time. Cash used in financing activities in the first quarter of fiscal 2020 primarily related to $71.2 million of repurchases of our common shares under our share repurchase program.
Credit Facilities
See Note 6, “Debt,” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information regarding the Company’s debt.
Capital and Operating Expenditures
During fiscal 2022, we plan to continue construction on a new omni-channel fulfillment center in Kansas City, Kansas, finalize setup of material handling equipment at our new omni-channel fulfillment center in Europe, open approximately 54 new Company-owned retail locations, expand or relocate certain existing retail locations, invest in new products, markets and brands, purchase inventory for our operating segments at levels appropriate to maintain our planned sales, upgrade our systems, improve and expand our digital capabilities and invest in omni-channel marketing when appropriate. We may also repurchase common shares. We believe that our new brand initiatives, new store openings, merchandise expansion programs, international growth opportunities and our marketing, social media, website and mobile initiatives are significant contributors to our sales. During fiscal 2022, we plan to continue our investment in these initiatives for all brands. We anticipate our capital expenditures during fiscal 2022 to be approximately $250 million, a portion of which will be to support new and expanded fulfillment and distribution centers. All fiscal 2022 capital expenditures are expected to be financed by cash flow from operating activities and existing cash and cash equivalents. We believe that our new store investments generally have the potential to generate positive cash flow within a year; however, the impact of the COVID-19 pandemic may result in a slightly longer timeframe. We may also enter into one or more acquisitions or transactions related to the expansion of our brand offerings, including additional franchise and joint venture agreements. We believe that our existing cash and cash equivalents, availability under our current credit facilities and future cash flows provided by operations will be sufficient to fund these initiatives.
29
Share Repurchases
See Note 9, “Shareholders’ Equity,” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information regarding the Company’s share repurchases.
Other Matters
See Note 1, “Basis of Presentation,” Recent Accounting Pronouncements, of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements.
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
There have been no material changes to our quantitative or qualitative disclosures found in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2021.
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Item 4. |
Controls and Procedures |
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed by us in our Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported on a timely basis and that such information is accumulated and communicated to management, including the Principal Executive Officer and the Principal Financial Officer, as appropriate, to allow timely decisions regarding the required disclosure. As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of these disclosure controls and procedures. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures were effective.
There have been no changes in our internal controls over financial reporting during the three months ended April 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
30
PART II
OTHER INFORMATION
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Item 1. |
Legal Proceedings |
We are party to various legal proceedings arising from normal business activities. Management believes that the ultimate resolution of these matters will not have a material adverse effect on our financial position, results of operations or cash flows.
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Item 1A. |
Risk Factors |
There have been no material changes in our risk factors since January 31, 2021. Please refer to our Annual Report on Form 10-K for the fiscal year ended January 31, 2021, filed with the SEC on April 1, 2021, for our risk factors.
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Item 6. |
Exhibits |
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Exhibit Number |
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Description
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3.1 |
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3.2 |
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3.3 |
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3.4 |
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31.1* |
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Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer. |
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31.2* |
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Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer. |
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32.1** |
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Section 1350 Certification of the Principal Executive Officer. |
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32.2** |
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Section 1350 Certification of the Principal Financial Officer. |
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101.INS* |
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Inline XBRL Instance Document. |
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101.SCH* |
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Inline XBRL Taxonomy Extension Schema. |
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101.CAL* |
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Inline XBRL Taxonomy Extension Calculation Linkbase. |
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101.LAB* |
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Inline XBRL Taxonomy Extension Label Linkbase. |
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101.PRE* |
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Inline XBRL Taxonomy Extension Presentation Linkbase. |
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101.DEF* |
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Inline XBRL Taxonomy Extension Definition Linkbase. |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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* |
Filed herewith |
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** |
Furnished herewith |
Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the three months ended April 30, 2021, filed with the Securities and Exchange Commission on June 9, 2021, formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Shareholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.
32
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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URBAN OUTFITTERS, INC. |
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Date: June 9, 2021 |
By: |
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/s/ RICHARD A. HAYNE |
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Richard A. Hayne |
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Chief Executive Officer |
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URBAN OUTFITTERS, INC. |
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Date: June 9, 2021 |
By: |
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/s/ MELANIE MAREIN-EFRON |
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Melanie Marein-Efron |
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Chief Financial Officer |
33
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard A. Hayne, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Urban Outfitters, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: June 9, 2021 |
By: |
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/s/ RICHARD A. HAYNE |
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Richard A. Hayne Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Melanie Marein-Efron, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Urban Outfitters, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: June 9, 2021 |
By: |
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/s/ MELANIE MAREIN-EFRON |
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Melanie Marein-Efron Chief Financial Officer (Principal Financial Officer) |
EXHIBIT 32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Richard A. Hayne, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that (1) the Form 10-Q of Urban Outfitters, Inc. (the “Company”) for the three month period ended April 30, 2021, as filed with the Securities and Exchange Commission (the “Form 10-Q”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: June 9, 2021 |
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By: |
/s/ RICHARD A. HAYNE |
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Richard A. Hayne Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Melanie Marein-Efron, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that (1) the Form 10-Q of Urban Outfitters, Inc. (the “Company”) for the three month period ended April 30, 2021, as filed with the Securities and Exchange Commission (the “Form 10-Q”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: June 9, 2021 |
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By: |
/s/ MELANIE MAREIN-EFRON |
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Melanie Marein-Efron Chief Financial Officer (Principal Financial Officer) |