8-K
false000091261500009126152024-11-262024-11-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 26, 2024

URBAN OUTFITTERS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

Pennsylvania

000-22754

23-2003332

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

5000 South Broad Street, Philadelphia, PA

19112

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (215) 454-5500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Shares, par value $.0001 per share

 

URBN

 

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


 

 

 

Item 8.01.

Other Events

On November 26, 2024, Urban Outfitters, Inc. (the “Company”) issued an earnings release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The earnings release disclosed material non-public information regarding the Company’s earnings for the three and nine months ended October 31, 2024.

Item 9.01.

Financial Statements and Exhibits

Exhibit No.

Description

 

 

99.1

Earnings Release dated November 26, 2024 – Operating results for the three and nine months ended October 31, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

- 1 -

 


 

 

SIGNATURE

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 hereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

URBAN OUTFITTERS, INC.

 

 

 

 

 

 

Date: November 27, 2024

 

By:

/s/ Melanie Marein-Efron

 

 

 

 

Melanie Marein-Efron

 

 

 

 

Chief Financial Officer

- 2 -

 


EX-99.1

 

Exhibit 99.1

URBAN OUTFITTERS, INC.

Third Quarter Results

Philadelphia, PA – November 26, 2024

For Immediate Release

Contact:

Oona McCullough

 

 

Executive Director of Investor Relations

 

 

(215) 454-4806

URBN Reports Record Q3 Sales and Earnings

PHILADELPHIA, PA, November 26, 2024 – Urban Outfitters, Inc. (NASDAQ:URBN), a leading lifestyle products and services company which operates a portfolio of global consumer brands including the Anthropologie, Free People, FP Movement, Urban Outfitters and Nuuly brands, today announced record third quarter net income of $102.9 million and earnings per diluted share of $1.10 for the three months ended October 31, 2024. For the nine months ended October 31, 2024, net income was $282.2 million and earnings per diluted share were $2.99.

Total Company net sales for the three months ended October 31, 2024, increased 6.3% to a record $1.36 billion. Total Retail segment net sales increased 3.2%, with comparable Retail segment net sales increasing 1.5%. The increase in Retail segment comparable net sales was driven by low single-digit positive growth in both digital channel sales and retail store sales. Comparable Retail segment net sales increased 5.8% at Anthropologie and 5.3% at Free People and decreased 8.9% at Urban Outfitters. Nuuly segment net sales increased by 48.4% primarily driven by a 51% increase in average active subscribers in the current quarter versus the prior year quarter. Wholesale segment net sales increased 17.4% driven by a 20.3% increase in Free People wholesale sales due to an increase in sales to specialty customers and department stores, partially offset by a decrease in Urban Outfitters wholesale sales.

For the nine months ended October 31, 2024, total Company net sales increased 6.7% to a record $3.91 billion. Total Retail segment net sales increased 4.0%, with comparable Retail segment net sales increasing 2.6%. The increase in Retail segment comparable net sales was driven by mid single-digit positive growth in digital channel sales and low single-digit positive growth in retail store sales. Comparable Retail segment net sales increased 9.3% at Free People and 7.5% at Anthropologie and decreased 10.6% at Urban Outfitters. Nuuly segment net sales increased by 53.9% primarily driven by a 50% increase in average active subscribers in the current period versus the prior year period. Wholesale segment net sales increased 12.3% driven by a 15.1% increase in Free People wholesale sales due to an increase in sales to specialty customers and department stores, partially offset by a decrease in Urban Outfitters wholesale sales.

“We are pleased to announce record third quarter sales and earnings, both of which exceeded our expectations. These results were driven by outperformance across all three business segments – Retail, Subscription and Wholesale,” said Richard A. Hayne, Chief Executive Officer. “Additionally, we're optimistic about the outlook for Holiday demand and believe total comparable sales could be similar to our third quarter results,” finished Mr. Hayne.

 


 

Net sales by brand and segment for the three and nine-month periods were as follows:

 

Three Months Ended

 

 

Nine Months Ended

 

 

October 31,

 

 

October 31,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net sales by brand

 

 

 

 

 

 

 

 

 

 

 

Anthropologie(1)

$

587,923

 

 

$

549,819

 

 

$

1,683,408

 

 

$

1,553,546

 

Free People(2)

 

365,857

 

 

 

331,772

 

 

 

1,049,677

 

 

 

936,708

 

Urban Outfitters

 

300,577

 

 

 

324,375

 

 

 

887,550

 

 

 

979,507

 

Nuuly

 

97,232

 

 

 

65,516

 

 

 

265,870

 

 

 

172,779

 

Menus & Venues

 

10,266

 

 

 

9,692

 

 

 

28,041

 

 

 

24,503

 

Total Company

$

1,361,855

 

 

$

1,281,174

 

 

$

3,914,546

 

 

$

3,667,043

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales by segment

 

 

 

 

 

 

 

 

 

 

 

Retail Segment

$

1,182,557

 

 

$

1,145,766

 

 

$

3,441,698

 

 

$

3,309,956

 

Nuuly Segment

 

97,232

 

 

 

65,516

 

 

 

265,870

 

 

 

172,779

 

Wholesale Segment

 

82,066

 

 

 

69,892

 

 

 

206,978

 

 

 

184,308

 

Total Company

$

1,361,855

 

 

$

1,281,174

 

 

$

3,914,546

 

 

$

3,667,043

 

(1)
Anthropologie includes the Anthropologie and Terrain brands.
(2)
Free People includes the Free People and FP Movement brands.

For the three months ended October 31, 2024, the gross profit rate increased by 105 basis points compared to the three months ended October 31, 2023. Gross profit dollars increased 9.4% to $497.3 million from $454.4 million in the three months ended October 31, 2023. The increase in gross profit rate for the three months ended October 31, 2024 was primarily due to higher initial merchandise markups for all segments primarily driven by Company cross-functional initiatives. Additionally, Retail segment merchandise markdowns improved driven by lower merchandise markdowns at Urban Outfitters, which were partially offset by an increase at Free People. For the nine months ended October 31, 2024, the gross profit rate increased by 80 basis points compared to the nine months ended October 31, 2023. Gross profit dollars increased 9.2% to $1.40 billion from $1.28 billion in the nine months ended October 31, 2023. The increase in gross profit rate for the nine months ended October 31, 2024 was primarily due to higher initial merchandise markups for all segments primarily driven by Company cross-functional initiatives. The increase in gross profit dollars for both periods was due to higher net sales and the improved gross profit rate.

As of October 31, 2024, total inventory increased by $72.3 million, or 10.0%, compared to total inventory as of October 31, 2023. Total Retail segment inventory increased 8.1% due to a Retail segment comparable inventory increase of 3.7% and planned early receipts of holiday merchandise. Wholesale segment inventory increased by 41.6% due to the timing of receipts and to support increased sales.

For the three months ended October 31, 2024, selling, general and administrative expenses increased by $23.2 million, or 6.7%, compared to the three months ended October 31, 2023, and expressed as a percentage of net sales, deleveraged 11 basis points. For the nine months ended October 31, 2024, selling, general and administrative expenses increased by $81.8 million, or 8.4%, compared to the nine months ended October 31, 2023, and expressed as a percentage of net sales, deleveraged 42 basis points. The deleverage in selling, general and administrative expenses as a rate to net sales for both periods was primarily related to increased marketing expenses to support customer growth and increased sales in the Retail and Nuuly segments. The dollar growth in selling, general and administrative expenses for both periods was primarily related to increased marketing expenses to support customer growth and increased sales in the Retail and Nuuly segments, as well as increased store payroll expenses to support the Retail segment stores comparable net sales growth.

The Company’s effective tax rate for the three months ended October 31, 2024 was 24.2%, compared to 24.3% in the three months ended October 31, 2023. The Company's effective tax rate for the nine months ended October 31, 2024 was 23.6%, compared to 24.5% in the nine months ended October 31, 2023. The decrease in the effective tax rate for the three and nine months ended October 31, 2024 was primarily due to the favorable impact of equity vestings in the current year.

Net income for the three months ended October 31, 2024 was a record $102.9 million or $1.10 per diluted share. Net income for the nine months ended October 31, 2024 was $282.2 million or $2.99 per diluted share.

 


 

On June 4, 2019, the Company’s Board of Directors authorized the repurchase of 20 million common shares under a share repurchase program. During the nine months ended October 31, 2024, the Company repurchased and subsequently retired 1.2 million shares for approximately $52 million. As of October 31, 2024, 18.0 million common shares were remaining under the program.

During the nine months ended October 31, 2024, the Company opened a total of 36 new retail locations including: 20 Free People stores (including 12 FP Movement stores), 9 Anthropologie stores and 7 Urban Outfitters stores; and closed 11 retail locations including: 5 Urban Outfitters stores, 4 Anthropologie stores and 2 Free People stores.

Urban Outfitters, Inc. offers lifestyle-oriented general merchandise and consumer products and services through a portfolio of global consumer brands comprised of 264 Urban Outfitters stores in the United States, Canada and Europe and websites; 242 Anthropologie stores in the United States, Canada and Europe, catalogs and websites; 216 Free People stores (including 50 FP Movement stores) in the United States, Canada and Europe, catalogs and websites, 9 Menus & Venues restaurants, 7 Urban Outfitters franchisee-owned stores and 2 Anthropologie franchisee-owned stores as of October 31, 2024. Free People, FP Movement and Urban Outfitters wholesale sell their products through department and specialty stores worldwide, digital businesses and the Company’s Retail segment. Nuuly is a women's apparel subscription rental service which offers a wide selection of rental product from the Company's own brands, third-party brands and one-of-a-kind vintage pieces.

A conference call will be held today to discuss third quarter results and will be webcast at 5:15 pm. ET at: https://edge.media-server.com/mmc/p/9zt6ekqe/.

As used in this document, unless otherwise defined, "Anthropologie" refers to the Company's Anthropologie and Terrain brands and "Free People" refers to the Company's Free People and FP Movement brands.

This news release is being made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Certain matters contained in this release may contain forward-looking statements. When used in this release, 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: overall economic and market conditions (including current levels of inflation) and worldwide political events and the resultant impact on consumer spending patterns and our pricing power, 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, including geopolitical instability, impacts of the conflict in the Middle East and impacts of the war between Russia and Ukraine and from related sanctions imposed by the United States, European Union, United Kingdom and others, terrorism and civil unrest, natural disasters, severe or unseasonable weather conditions (including as a result of climate change) or public health crises (such as the coronavirus (COVID-19)), labor shortages and increases in labor costs, raw material costs and transportation 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 unexpected 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 Securities and Exchange Commission. The Company disclaims 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.

###

(Tables follow)

 


 

URBAN OUTFITTERS, INC.

Condensed Consolidated Statements of Income

(amounts in thousands, except share and per share data)

(unaudited)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

October 31,

 

 

October 31,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net sales

$

1,361,855

 

 

$

1,281,174

 

 

$

3,914,546

 

 

$

3,667,043

 

Cost of sales (excluding store impairment and lease abandonment charges)

 

864,536

 

 

 

825,375

 

 

 

2,510,956

 

 

 

2,384,432

 

Store impairment and lease abandonment charges

 

 

 

 

1,392

 

 

 

4,601

 

 

 

1,392

 

          Gross profit

 

497,319

 

 

 

454,407

 

 

 

1,398,989

 

 

 

1,281,219

 

Selling, general and administrative expenses

 

368,628

 

 

 

345,429

 

 

 

1,050,539

 

 

 

968,760

 

          Income from operations

 

128,691

 

 

 

108,978

 

 

 

348,450

 

 

 

312,459

 

Other income, net

 

7,141

 

 

 

705

 

 

 

20,816

 

 

 

5,123

 

         Income before income taxes

 

135,832

 

 

 

109,683

 

 

 

369,266

 

 

 

317,582

 

Income tax expense

 

32,921

 

 

 

26,669

 

 

 

87,105

 

 

 

77,659

 

          Net income

$

102,911

 

 

$

83,014

 

 

$

282,161

 

 

$

239,923

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

       Basic

$

1.12

 

 

$

0.89

 

 

$

3.04

 

 

$

2.59

 

       Diluted

$

1.10

 

 

$

0.88

 

 

$

2.99

 

 

$

2.55

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

       Basic

 

92,270,583

 

 

 

92,780,736

 

 

 

92,819,987

 

 

 

92,667,878

 

       Diluted

 

93,857,850

 

 

 

94,448,376

 

 

 

94,511,989

 

 

 

94,168,058

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AS A PERCENTAGE OF NET SALES

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

Cost of sales (excluding store impairment and lease abandonment charges)

 

63.5

%

 

 

64.4

%

 

 

64.2

%

 

 

65.1

%

Store impairment and lease abandonment charges

 

 

 

 

0.1

%

 

 

0.1

%

 

 

0.0

%

         Gross profit

 

36.5

%

 

 

35.5

%

 

 

35.7

%

 

 

34.9

%

Selling, general and administrative expenses

 

27.1

%

 

 

27.0

%

 

 

26.8

%

 

 

26.4

%

          Income from operations

 

9.4

%

 

 

8.5

%

 

 

8.9

%

 

 

8.5

%

Other income, net

 

0.6

%

 

 

0.1

%

 

 

0.5

%

 

 

0.2

%

         Income before income taxes

 

10.0

%

 

 

8.6

%

 

 

9.4

%

 

 

8.7

%

Income tax expense

 

2.4

%

 

 

2.1

%

 

 

2.2

%

 

 

2.2

%

          Net income

 

7.6

%

 

 

6.5

%

 

 

7.2

%

 

 

6.5

%

 

 


 

URBAN OUTFITTERS, INC.

Condensed Consolidated Balance Sheets

(amounts in thousands, except share data)

(unaudited)

 

 

October 31,

 

 

January 31,

 

 

October 31,

 

 

2024

 

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

    Cash and cash equivalents

$

182,516

 

 

$

178,321

 

 

$

206,237

 

    Marketable securities

 

340,445

 

 

 

286,744

 

 

 

249,176

 

    Accounts receivable, net of allowance for doubtful accounts
         of $1,423, $1,465 and $1,271, respectively

 

96,977

 

 

 

67,008

 

 

 

77,399

 

    Inventory

 

793,324

 

 

 

550,242

 

 

 

721,011

 

    Prepaid expenses and other current assets

 

224,070

 

 

 

200,188

 

 

 

235,227

 

            Total current assets

 

1,637,332

 

 

 

1,282,503

 

 

 

1,489,050

 

Property and equipment, net

 

1,324,545

 

 

 

1,286,541

 

 

 

1,272,652

 

Operating lease right-of-use assets

 

947,150

 

 

 

920,396

 

 

 

933,864

 

Marketable securities

 

240,237

 

 

 

314,152

 

 

 

132,939

 

Other assets

 

336,519

 

 

 

307,617

 

 

 

281,151

 

           Total Assets

$

4,485,783

 

 

$

4,111,209

 

 

$

4,109,656

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

    Accounts payable

$

363,187

 

 

$

253,342

 

 

$

319,115

 

    Current portion of operating lease liabilities

 

228,443

 

 

 

226,645

 

 

 

223,781

 

    Accrued expenses, accrued compensation and other
         current liabilities

 

533,915

 

 

 

514,218

 

 

 

506,028

 

           Total current liabilities

 

1,125,545

 

 

 

994,205

 

 

 

1,048,924

 

Non-current portion of operating lease liabilities

 

879,362

 

 

 

851,853

 

 

 

857,791

 

Other non-current liabilities

 

127,953

 

 

 

152,611

 

 

 

156,383

 

           Total Liabilities

 

2,132,860

 

 

 

1,998,669

 

 

 

2,063,098

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

    Preferred shares; $.0001 par value, 10,000,000 shares
         authorized, none issued

 

 

 

 

 

 

 

 

    Common shares; $.0001 par value, 200,000,000 shares
         authorized, 92,275,849, 92,787,522, and 92,784,344 shares
         issued and outstanding, respectively

9

 

 

9

 

 

9

 

    Additional paid-in-capital

 

7,529

 

 

 

37,943

 

 

 

30,734

 

    Retained earnings

 

2,382,767

 

 

 

2,113,735

 

 

 

2,065,984

 

    Accumulated other comprehensive loss

 

(37,382

)

 

 

(39,147

)

 

 

(50,169

)

           Total Shareholders’ Equity

 

2,352,923

 

 

 

2,112,540

 

 

 

2,046,558

 

           Total Liabilities and Shareholders’ Equity

$

4,485,783

 

 

$

4,111,209

 

 

$

4,109,656

 

 

 


 

URBAN OUTFITTERS, INC.

Condensed Consolidated Statements of Cash Flows

(amounts in thousands)

(unaudited)

 

 

 

Nine Months Ended

 

 

 

October 31,

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

282,161

 

 

$

239,923

 

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

 

 

 

 

 

 

Depreciation and amortization

 

 

86,031

 

 

 

75,286

 

Non-cash lease expense

 

 

162,466

 

 

 

151,413

 

Provision for deferred income taxes

 

 

3,335

 

 

 

33,660

 

Share-based compensation expense

 

 

23,366

 

 

 

23,245

 

Amortization of tax credit investment

 

 

12,872

 

 

 

11,929

 

Store impairment and lease abandonment charges

 

 

4,601

 

 

 

1,392

 

Loss on disposition of property and equipment, net

 

 

1,553

 

 

 

146

 

Changes in assets and liabilities:

 

 

 

 

 

 

Receivables

 

 

(29,682

)

 

 

(7,233

)

Inventory

 

 

(242,190

)

 

 

(135,216

)

Prepaid expenses and other assets

 

 

(52,548

)

 

 

(74,957

)

Payables, accrued expenses and other liabilities

 

 

113,773

 

 

 

138,735

 

Operating lease liabilities

 

 

(183,376

)

 

 

(178,084

)

Net cash provided by operating activities

 

 

182,362

 

 

 

280,239

 

Cash flows from investing activities:

 

 

 

 

 

 

Cash paid for property and equipment

 

 

(144,052

)

 

 

(151,037

)

Cash paid for marketable securities

 

 

(267,276

)

 

 

(335,508

)

Sales and maturities of marketable securities

 

 

309,178

 

 

 

242,847

 

Initial cash payment for tax credit investment

 

 

 

 

 

(20,000

)

Net cash used in investing activities

 

 

(102,150

)

 

 

(263,698

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from the exercise of stock options

 

 

851

 

 

 

594

 

Share repurchases related to share repurchase program

 

 

(52,262

)

 

 

 

Share repurchases related to taxes for share-based awards

 

 

(15,264

)

 

 

(8,353

)

Tax credit investment liability payments

 

 

(6,220

)

 

 

(3,007

)

Net cash used in financing activities

 

 

(72,895

)

 

 

(10,766

)

Effect of exchange rate changes on cash and cash equivalents

 

 

(3,122

)

 

 

(798

)

Increase in cash and cash equivalents

 

 

4,195

 

 

 

4,977

 

Cash and cash equivalents at beginning of period

 

 

178,321

 

 

 

201,260

 

Cash and cash equivalents at end of period

 

$

182,516

 

 

$

206,237