urbn-8k_20171123.htm

 

 

 

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 20, 2017

 

 

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))

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 20, 2017, 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, 2017.

 

Item 9.01.

Financial Statements and Exhibits

 

Exhibit No.

Description

 

 

99.1

Earnings Release dated November 20, 2017 – Operating results for the three and nine months ended October 31, 2017

 

- 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 21, 2017

 

 

 

By:

 

/s/ Francis J. Conforti

 

 

 

 

 

 

 

 

Francis J. Conforti

 

 

 

 

 

 

 

 

Chief Financial Officer

 

- 2 -

 

 

urbn-ex991_6.htm

Exhibit 99.1

URBAN OUTFITTERS, INC.

Third Quarter Results

Philadelphia, PA – November 20, 2017

 

For Immediate Release

 

Contact:

 

Oona McCullough

 

 

 

 

Director of Investor Relations

 

 

 

 

(215) 454-4806

URBN Reports Record Q3 Sales

PHILADELPHIA, PA, November 20, 2017 – Urban Outfitters, Inc. (NASDAQ:URBN), a leading lifestyle products and services company which operates a portfolio of global consumer brands comprised of Anthropologie, BHLDN, Free People, Terrain and Urban Outfitters brands and the Food and Beverage division, today announced net income of $45 million and $107 million for the three and nine months ended October 31, 2017, respectively. Earnings per diluted share were $0.41 and $0.94 for the three and nine months ended October 31, 2017, respectively.

Total Company net sales for the third quarter of fiscal 2018 increased 3.5% over the same quarter last year to a record $893 million. Comparable Retail segment net sales, which include the comparable direct-to-consumer channel, increased 1%. Excluding the estimated impact of the North American hurricanes in the quarter, comparable Retail segment net sales increased 2%, and by brand, comparable Retail segment net sales increased 5% at Free People, 2% at the Anthropologie Group and 1% at Urban Outfitters. Comparable Retail segment sales were driven by strong, double-digit growth in the direct-to-consumer channel, partially offset by negative retail store sales. Wholesale segment net sales increased 8.7%.

“I am pleased to announce record third quarter sales, positive Retail segment comps at all three brands and another strong performance from Free People wholesale,” said Richard A. Hayne, Chief Executive Officer. “Record sales were driven by improved apparel execution across all channels and brands,” 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,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net sales by brand

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Urban Outfitters

$

353,881

 

 

$

348,471

 

 

$

962,496

 

 

$

1,001,197

 

Anthropologie Group

 

352,080

 

 

 

340,727

 

 

 

1,025,585

 

 

 

1,021,410

 

Free People

 

180,572

 

 

 

167,445

 

 

 

520,307

 

 

 

476,380

 

Food and Beverage

 

6,241

 

 

 

5,848

 

 

 

18,507

 

 

 

16,649

 

Total Company

$

892,774

 

 

$

862,491

 

 

$

2,526,895

 

 

$

2,515,636

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales by segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail Segment

$

808,546

 

 

$

785,026

 

 

$

2,289,526

 

 

$

2,300,981

 

Wholesale Segment

 

84,228

 

 

 

77,465

 

 

 

237,369

 

 

 

214,655

 

Total Company

$

892,774

 

 

$

862,491

 

 

$

2,526,895

 

 

$

2,515,636

 

 



For the three months ended October 31, 2017, the gross profit rate decreased by 142 basis points versus the prior year’s comparable period. The decline in gross profit rate was primarily driven by deleverage in delivery and logistics expense due to increased penetration of the direct-to-consumer channel, higher international penetration and increased furniture penetration. For the nine months ended October 31, 2017, the gross profit rate decreased by 291 basis points versus the prior year’s comparable period. The decline in gross profit rate was driven by deleverage in delivery and logistics expenses primarily due to the penetration of the direct-to-consumer channel, higher international penetration and increased furniture penetration and higher markdowns due to underperforming women’s apparel and accessories product at Anthropologie and Urban Outfitters.

As of October 31, 2017, total inventory decreased by $3.9 million, or 0.9%, on a year-over-year basis. Comparable Retail segment inventory decreased 1% at cost, which was partially offset by inventory to stock non-comparable stores.

Selling, general and administrative expenses decreased by $4.7 million, or 2.1%, during the three months ended October 31, 2017, compared to the prior year’s comparable period. For the three months ended October 31, 2017, selling, general and administrative expenses, expressed as a percentage of net sales, leveraged by 143 basis points when compared to the prior year’s comparable period. The decrease in expenses and leverage were primarily due to savings associated with our store organization project and lower share-based compensation expense, partially offset by increased investments in digital marketing expenditures to drive sales. Selling, general and administrative expenses increased by $0.5 million, or 0.1%, during the nine months ended October 31, 2017, compared to the prior year’s comparable period. For the nine months ended October 31, 2017, selling, general and administrative expenses, expressed as a percentage of net sales, leveraged by 10 basis points when compared to the prior year’s comparable period. The leverage is primarily due to the net savings associated with our store organization project and lower share-based compensation expense, partially offset by increased investments in digital marketing expenditures to drive sales.

The Company’s effective tax rate for the third quarter of fiscal 2018 was 37.4% compared to 33.5% in the prior year period. The effective tax rate for the first nine months of fiscal 2018 was 37.2% compared to 35.7% in the first nine months of fiscal 2017. The increase in the effective tax rate for the three and nine months periods was primarily due to the ratio of certain foreign taxable profits and losses to global taxable profits and the adoption of the new accounting standard related to share-based compensation.

Net income for the three and nine months ended October 31, 2017, was $45 million and $107 million, respectively, and earnings per diluted share was $0.41 and $0.94, respectively.

On August 22, 2017, the Company’s Board of Directors authorized the repurchase of 20 million common shares under a new share repurchase program. Under this authorization, the Company repurchased and subsequently retired 2.1 million common shares for approximately $46 million during the nine months ended October 31, 2017. As of October 31, 2017, 17.9 million common shares are remaining under this authorization.

On February 23, 2015, the Company’s Board of Directors authorized the repurchase of 20 million common shares under a share repurchase program. Under this authorization, the Company repurchased and subsequently retired 6.0 million common shares for approximately $111 million during the nine months ended October 31, 2017, which completed this authorization. The Company repurchased and subsequently retired 1.3 million common shares for approximately $46 million under this authorization during the year ended January 31, 2017.

During the nine months ended October 31, 2017, the Company opened a total of 16 new locations including: 8 Free People stores, 4 Urban Outfitters stores, 3 Anthropologie Group stores and 1 Food and Beverage restaurant; and closed 6 locations including: 3 Free People stores, 1 Urban Outfitters store, 1 Anthropologie Group store and 1 Food and Beverage restaurant.

Urban Outfitters, Inc., offers lifestyle-oriented general merchandise and consumer products and services through a portfolio of global consumer brands comprised of 245 Urban Outfitters stores in the United States, Canada, and Europe and websites; 227 Anthropologie Group stores in the United States, Canada and Europe, catalogs and websites; 132 Free People stores in the United States and Canada, catalogs and websites and 12 Food and Beverage restaurants, as of October 31, 2017. Free People and Anthropologie Group wholesale sell their products through approximately 1,900 department and specialty stores worldwide, third-party websites and the Company’s own retail stores.

A conference call will be held today to discuss third quarter results and will be webcast at 5:00 pm. ET at: https://edge.media-server.com/m6/p/7be6nszp


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 constitute 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: the difficulty in predicting and responding to shifts in fashion trends, changes in the level of competitive pricing and promotional activity and other industry factors, overall economic and market conditions and worldwide political events and the resultant impact on consumer spending patterns, any effects of war, terrorism, and civil unrest, natural disasters or severe weather conditions, increases in labor costs, availability of suitable retail space for expansion, timing of store openings, risks associated with international expansion, seasonal fluctuations in gross sales, the departure of one or more key senior executives, import risks, changes to U.S. and foreign trade policies, including the enactment of tariffs, border adjustment taxes or increases in duties or quotas, the closing or disruption of, or any damage to, any of our distribution centers, our ability to protect our intellectual property rights, risks associated with internet sales, response to new store concepts, our ability to integrate acquisitions, failure of our manufacturers and third-party vendors to comply with our social compliance program, changes in our effective income tax rate, changes in accounting standards and subjective assumptions, regulatory changes and legal matters and other risks identified in the Company’s 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,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

892,774

 

 

$

862,491

 

 

$

2,526,895

 

 

$

2,515,636

 

Cost of sales

 

595,028

 

 

 

562,594

 

 

 

1,692,026

 

 

 

1,611,337

 

          Gross profit

 

297,746

 

 

 

299,897

 

 

 

834,869

 

 

 

904,299

 

Selling, general and administrative expenses

 

224,858

 

 

 

229,592

 

 

 

665,765

 

 

 

665,299

 

          Income from operations

 

72,888

 

 

 

70,305

 

 

 

169,104

 

 

 

239,000

 

Other (expense) income, net

 

(882

)

 

 

854

 

 

 

1,173

 

 

 

348

 

          Income before income taxes

 

72,006

 

 

 

71,159

 

 

 

170,277

 

 

 

239,348

 

Income tax expense

 

26,914

 

 

 

23,804

 

 

 

63,332

 

 

 

85,516

 

          Net income

$

45,092

 

 

$

47,355

 

 

$

106,945

 

 

$

153,832

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

       Basic

$

0.41

 

 

$

0.41

 

 

$

0.95

 

 

$

1.31

 

       Diluted

$

0.41

 

 

$

0.40

 

 

$

0.94

 

 

$

1.31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

       Basic

 

109,667,224

 

 

 

116,829,912

 

 

 

113,113,597

 

 

 

117,087,696

 

       Diluted

 

110,100,254

 

 

 

117,393,710

 

 

 

113,432,367

 

 

 

117,453,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AS A PERCENTAGE OF NET SALES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

100.0%

 

 

 

100.0%

 

 

 

100.0%

 

 

 

100.0%

 

Cost of sales

 

66.6%

 

 

 

65.2%

 

 

 

67.0%

 

 

 

64.1%

 

         Gross profit

 

33.4%

 

 

 

34.8%

 

 

 

33.0%

 

 

 

35.9%

 

Selling, general and administrative expenses

 

25.2%

 

 

 

26.6%

 

 

 

26.3%

 

 

 

26.4%

 

         Income from operations

 

8.2%

 

 

 

8.2%

 

 

 

6.7%

 

 

 

9.5%

 

Other (expense) income, net

  (0.1%)

 

 

 

0.1%

 

 

 

0.0%

 

 

 

0.0%

 

         Income before income taxes

 

8.1%

 

 

 

8.3%

 

 

 

6.7%

 

 

 

9.5%

 

Income tax expense

 

3.0%

 

 

 

2.8%

 

 

 

2.5%

 

 

 

3.4%

 

         Net income

 

5.1%

 

 

 

5.5%

 

 

 

4.2%

 

 

 

6.1%

 


 

URBAN OUTFITTERS, INC.

Condensed Consolidated Balance Sheets

(amounts in thousands, except share data)

(unaudited)

 

 

October 31,

 

 

January 31,

 

 

October 31,

 

 

2017

 

 

2017

 

 

2016

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

    Cash and cash equivalents

$

234,726

 

 

$

248,140

 

 

$

234,886

 

    Marketable securities

 

93,228

 

 

 

111,067

 

 

 

24,644

 

    Accounts receivable, net of allowance for doubtful accounts

 

 

 

 

 

 

 

 

 

 

 

        of $710, $588 and $568, respectively

 

78,348

 

 

 

54,505

 

 

 

68,896

 

    Inventory

 

449,957

 

 

 

338,590

 

 

 

453,826

 

    Prepaid expenses and other current assets

 

111,050

 

 

 

129,095

 

 

 

107,767

 

            Total current assets

 

967,309

 

 

 

881,397

 

 

 

890,019

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

829,106

 

 

 

867,786

 

 

 

872,309

 

Marketable securities

 

41,254

 

 

 

44,288

 

 

 

5,605

 

Deferred income taxes and other assets

 

115,778

 

 

 

109,166

 

 

 

117,258

 

           Total Assets

$

1,953,447

 

 

$

1,902,637

 

 

$

1,885,191

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

    Accounts payable

$

208,567

 

 

$

119,537

 

 

$

199,421

 

    Accrued expenses, accrued compensation and other current liabilities

 

214,506

 

 

 

233,391

 

 

 

205,812

 

           Total current liabilities

 

423,073

 

 

 

352,928

 

 

 

405,233

 

Long-term debt

 

 

 

 

 

Deferred rent and other liabilities

 

245,566

 

 

 

236,625

 

 

 

232,325

 

           Total Liabilities

 

668,639

 

 

 

589,553

 

 

 

637,558

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

   Preferred shares; $.0001 par value, 10,000,000 shares authorized,

        none issued

 

 

 

 

 

   Common shares; $.0001 par value, 200,000,000 shares authorized,

 

 

 

 

 

 

 

 

 

 

 

        108,248,471, 116,233,781 and 116,233,584 issued and outstanding,

 

 

 

 

 

 

 

 

 

 

 

        respectively

11

 

 

12

 

 

12

 

    Additional paid-in-capital

 

 

 

 

 

    Retained earnings

 

1,309,541

 

 

 

1,347,141

 

 

 

1,285,268

 

    Accumulated other comprehensive loss

 

(24,744

)

 

 

(34,069

)

 

 

(37,647

)

           Total Shareholders’ Equity

 

1,284,808

 

 

 

1,313,084

 

 

 

1,247,633

 

           Total Liabilities and Shareholders’ Equity

$

1,953,447

 

 

$

1,902,637

 

 

$

1,885,191