Item 1.
|
Financial Statements
|
URBAN OUTFITTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31,
2016
|
|
|
January 31,
2016
|
|
|
October 31,
2015
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
234,886
|
|
|
$
|
265,276
|
|
|
$
|
149,597
|
|
Marketable securities
|
|
|
24,644
|
|
|
|
61,061
|
|
|
|
69,545
|
|
Accounts receivable, net of allowance for doubtful accounts of $568, $664 and $675,
respectively
|
|
|
68,896
|
|
|
|
75,723
|
|
|
|
68,332
|
|
Inventory
|
|
|
453,826
|
|
|
|
330,223
|
|
|
|
441,550
|
|
Prepaid expenses, deferred taxes and other current assets
|
|
|
107,767
|
|
|
|
102,078
|
|
|
|
118,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
890,019
|
|
|
|
834,361
|
|
|
|
847,226
|
|
Property and equipment, net
|
|
|
872,309
|
|
|
|
863,137
|
|
|
|
891,871
|
|
Marketable securities
|
|
|
5,605
|
|
|
|
36,600
|
|
|
|
54,138
|
|
Deferred income taxes and other assets
|
|
|
117,258
|
|
|
|
99,203
|
|
|
|
83,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
1,885,191
|
|
|
$
|
1,833,301
|
|
|
$
|
1,876,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
199,421
|
|
|
$
|
118,035
|
|
|
$
|
190,542
|
|
Accrued expenses, accrued compensation and other current liabilities
|
|
|
205,812
|
|
|
|
211,196
|
|
|
|
187,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
405,233
|
|
|
|
329,231
|
|
|
|
377,887
|
|
Long-term debt
|
|
|
|
|
|
|
150,000
|
|
|
|
115,000
|
|
Deferred rent and other liabilities
|
|
|
232,325
|
|
|
|
216,843
|
|
|
|
211,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
637,558
|
|
|
|
696,074
|
|
|
|
704,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (see Note 11)
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares; $.0001 par value, 10,000,000 shares authorized, none issued
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares; $.0001 par value, 200,000,000 shares authorized, 116,233,584, 117,321,120 and
121,545,740 shares issued and outstanding, respectively
|
|
|
12
|
|
|
|
12
|
|
|
|
12
|
|
Additional paid-in-capital
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings
|
|
|
1,285,268
|
|
|
|
1,160,666
|
|
|
|
1,184,308
|
|
Accumulated other comprehensive loss
|
|
|
(37,647
|
)
|
|
|
(23,451
|
)
|
|
|
(12,651
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Shareholders Equity
|
|
|
1,247,633
|
|
|
|
1,137,227
|
|
|
|
1,171,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity
|
|
$
|
1,885,191
|
|
|
$
|
1,833,301
|
|
|
$
|
1,876,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
URBAN OUTFITTERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except share and per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31,
|
|
|
Nine Months Ended
October 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Net sales
|
|
$
|
862,491
|
|
|
$
|
825,258
|
|
|
$
|
2,515,636
|
|
|
$
|
2,431,728
|
|
Cost of sales
|
|
|
562,594
|
|
|
|
537,070
|
|
|
|
1,611,337
|
|
|
|
1,579,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
299,897
|
|
|
|
288,188
|
|
|
|
904,299
|
|
|
|
852,714
|
|
Selling, general and administrative expenses
|
|
|
229,592
|
|
|
|
207,863
|
|
|
|
665,299
|
|
|
|
615,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
70,305
|
|
|
|
80,325
|
|
|
|
239,000
|
|
|
|
237,130
|
|
Other income (expense), net
|
|
|
854
|
|
|
|
63
|
|
|
|
348
|
|
|
|
(2,654
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
71,159
|
|
|
|
80,388
|
|
|
|
239,348
|
|
|
|
234,476
|
|
Income tax expense
|
|
|
23,804
|
|
|
|
28,394
|
|
|
|
85,516
|
|
|
|
82,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
47,355
|
|
|
$
|
51,994
|
|
|
$
|
153,832
|
|
|
$
|
151,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.41
|
|
|
$
|
0.42
|
|
|
$
|
1.31
|
|
|
$
|
1.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.40
|
|
|
$
|
0.42
|
|
|
$
|
1.31
|
|
|
$
|
1.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
116,829,912
|
|
|
|
123,442,931
|
|
|
|
117,087,696
|
|
|
|
127,478,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
117,393,710
|
|
|
|
123,725,581
|
|
|
|
117,453,005
|
|
|
|
128,506,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral
part of these condensed consolidated financial statements.
2
URBAN OUTFITTERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31,
|
|
|
Nine Months Ended
October 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Net income.
|
|
$
|
47,355
|
|
|
$
|
51,994
|
|
|
$
|
153,832
|
|
|
$
|
151,611
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
|
|
(10,665
|
)
|
|
|
(2,688
|
)
|
|
|
(14,141
|
)
|
|
|
2,810
|
|
Change in unrealized (losses) gains on marketable securities, net of tax
|
|
|
(55
|
)
|
|
|
29
|
|
|
|
(55
|
)
|
|
|
(34
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive (loss) income
|
|
|
(10,720
|
)
|
|
|
(2,659
|
)
|
|
|
(14,196
|
)
|
|
|
2,776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$
|
36,635
|
|
|
$
|
49,335
|
|
|
$
|
139,636
|
|
|
$
|
154,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
URBAN OUTFITTERS, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
(amounts in thousands, except share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares
|
|
|
Additional
Paid-in
Capital
|
|
|
Retained
Earnings
|
|
|
Accumulated
Other
Compre-
hensive
Loss
|
|
|
Total
|
|
|
|
Number of
Shares
|
|
|
Par
Value
|
|
|
|
|
|
Balances as of January 31, 2016
|
|
|
117,321,120
|
|
|
$
|
12
|
|
|
$
|
|
|
|
$
|
1,160,666
|
|
|
$
|
(23,451
|
)
|
|
$
|
1,137,227
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
153,832
|
|
|
|
(14,196
|
)
|
|
|
139,636
|
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
20,032
|
|
|
|
|
|
|
|
|
|
|
|
20,032
|
|
Stock options and awards
|
|
|
292,847
|
|
|
|
|
|
|
|
4,096
|
|
|
|
|
|
|
|
|
|
|
|
4,096
|
|
Excess tax deficiencies from share-based awards, net
|
|
|
|
|
|
|
|
|
|
|
(5,522
|
)
|
|
|
|
|
|
|
|
|
|
|
(5,522
|
)
|
Share repurchases
|
|
|
(1,380,383
|
)
|
|
|
|
|
|
|
(18,606
|
)
|
|
|
(29,230
|
)
|
|
|
|
|
|
|
(47,836
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of October 31, 2016
|
|
|
116,233,584
|
|
|
$
|
12
|
|
|
$
|
|
|
|
$
|
1,285,268
|
|
|
$
|
(37,647
|
)
|
|
$
|
1,247,633
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
October 31,
|
|
|
2016
|
|
|
2015
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
153,832
|
|
|
$
|
151,611
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
101,181
|
|
|
|
106,751
|
|
(Benefit) provision for deferred income taxes
|
|
|
(11,087
|
)
|
|
|
448
|
|
Excess tax benefits from share-based awards
|
|
|
(333
|
)
|
|
|
(6,419
|
)
|
Share-based compensation expense
|
|
|
20,032
|
|
|
|
12,141
|
|
Loss on disposition of property and equipment, net
|
|
|
2,801
|
|
|
|
910
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
6,261
|
|
|
|
(6,217
|
)
|
Inventory
|
|
|
(126,934
|
)
|
|
|
(82,780
|
)
|
Prepaid expenses and other assets
|
|
|
(7,331
|
)
|
|
|
19,972
|
|
Payables, accrued expenses and other liabilities
|
|
|
90,592
|
|
|
|
32,188
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
229,014
|
|
|
|
228,605
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Cash paid for property and equipment
|
|
|
(112,069
|
)
|
|
|
(109,128
|
)
|
Cash paid for marketable securities
|
|
|
(152,340
|
)
|
|
|
(213,423
|
)
|
Sales and maturities of marketable securities
|
|
|
218,400
|
|
|
|
296,172
|
|
Acquisition of business
|
|
|
(15,325
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(61,334
|
)
|
|
|
(26,379
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Borrowings under long-term debt
|
|
|
|
|
|
|
191,612
|
|
Repayments of long-term debt
|
|
|
(150,000
|
)
|
|
|
(76,612
|
)
|
Proceeds from the exercise of stock options
|
|
|
4,096
|
|
|
|
46,400
|
|
Excess tax benefits from share-based awards
|
|
|
333
|
|
|
|
6,419
|
|
Share repurchases related to share repurchase program
|
|
|
(45,787
|
)
|
|
|
(365,527
|
)
|
Share repurchases related to taxes for share-based awards
|
|
|
(2,049
|
)
|
|
|
(10,119
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(193,407
|
)
|
|
|
(207,827
|
)
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(4,663
|
)
|
|
|
640
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents
|
|
|
(30,390
|
)
|
|
|
(4,961
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
265,276
|
|
|
|
154,558
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
234,886
|
|
|
$
|
149,597
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
Income taxes
|
|
$
|
85,179
|
|
|
$
|
60,521
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing activitiesAccrued capital expenditures
|
|
$
|
16,012
|
|
|
$
|
14,596
|
|
|
|
|
|
|
|
|
|
|
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 Companys) Annual Report on Form 10-K
for the fiscal year ended January 31, 2016, filed with the United States Securities and Exchange Commission on March 31, 2016.
The Companys business experiences seasonal fluctuations and realizes greater net sales and operating income in the fourth quarter of
each year reflecting 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 and nine months ended October 31, 2016 are not necessarily indicative of the results to be expected for the full year.
The Companys fiscal year ends on January 31. All references in these notes to the Companys fiscal years refer to the fiscal
years ended on January 31 in those years. For example, the Companys fiscal year 2017 will end on January 31, 2017.
2. Recently Issued
Accounting Pronouncements
In October 2016, the Financial Accounting Standards Board (FASB) issued an accounting standards
update that amends the existing guidance on the income tax effects of intra-entity asset transfers with the exception of transfers of inventory. The update requires the recognition of tax expense when an intra-entity asset transfer occurs as opposed
to being deferred under the existing guidance. The update will be effective for the Company on February 1, 2018 and early adoption is permitted in the first interim period of a fiscal year. The update requires a modified retrospective
transition approach, with a cumulative-effect adjustment to retained earnings. The Company is currently assessing the potential effects this update may have on its consolidated financial statements and related disclosures.
In June 2016, the FASB issued an accounting standards update that introduces a new model for recognizing credit losses on financial
instruments based on an estimate of current expected credit losses. This includes loan commitments, accounts receivable, trade receivables, and certain off-balance sheet credit exposures. The guidance also modifies the impairment model for
available-for-sale debt securities. The update will be effective for the Company on February 1, 2020 and early adoption is permitted. The Company is currently assessing the potential effects this update may have on its consolidated financial
statements and related disclosures.
In March 2016, the FASB issued an accounting standards update that makes several modifications to the
accounting for employee share-based payment transactions, including the requirement to recognize excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement rather than in additional-paid-in capital. The
guidance also clarifies the classification of components of share-based awards on the statement of cash flows. The update will be effective for the Company on February 1, 2017 and early adoption is permitted. The Company is currently assessing
the potential effects this update may have on its consolidated financial statements and related disclosures.
6
In February 2016, the FASB issued an accounting standards update that amends the existing
accounting standards for lease accounting. This update requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than twelve months. Lessees are permitted to make an accounting policy election to not
recognize the asset and liability for leases with a term of twelve months or less. The update will be effective for the Company on February 1, 2019 and early adoption is permitted. The update requires a modified retrospective transition
approach, which includes a number of practical expedients. While the Company expects adoption to result in a significant increase in the assets and liabilities recorded on its balance sheet, the Company is currently assessing the overall impact on
its consolidated financial statements and related disclosures.
In July 2015, the FASB issued an accounting standards update that
clarifies the measurement of inventory. The update applies to entities which utilize the first-in, first-out (FIFO) and average cost methods of measuring inventory and states that an entity should measure inventory at the lower of cost
and net realizable value. Net realizable value represents the estimated selling price less costs associated with completion, disposal and transportation. The update will be effective for the Company on February 1, 2017 and early adoption is
permitted. The update is to be adopted on a prospective basis. The Company has performed an assessment of its inventory measurement process and determined that the effects of this update will be immaterial to its consolidated financial statements
and related disclosures.
In May 2014, the FASB issued an accounting standards update that clarifies the principles for recognizing
revenue from contracts with customers. The update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including
industry-specific guidance. The update states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in the amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods and services. Entities are required to apply the following steps when recognizing revenue under the update: (1) identify the contract(s) with a customer; (2) identify the performance obligation in the contract;
(3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The update allows for a
full retrospective adoption, meaning the update is applied to all periods presented, or a modified retrospective adoption, meaning the update is applied only to the most current periods presented in the financial statements.
In August 2015, the FASB issued an accounting standards update which approved a one-year deferral of the effective date that allows the Company to defer the effective date to February 1, 2018, but still permits the Company to adopt the update
as of the original February 1, 2017 effective date. The Company is currently evaluating the adoption method to apply and the impact that the update will have on its consolidated financial statements and related disclosures.
3. Acquisition
On February 1, 2016,
the Company acquired certain assets of the Vetri Family group of restaurants, headquartered in Philadelphia, PA, for a total aggregate purchase price of approximately $18,937, of which $15,325 was paid in cash, $2,687 was satisfied through the
settlement of a note receivable and up to an additional $925 that will be paid in cash in the fourth quarter of fiscal 2017. No liabilities were assumed. Pro forma information related to this acquisition is not included because the impact on the
Companys Condensed Consolidated Statements of Income is not considered to be material.
7
4. Marketable Securities
During all periods shown, marketable securities are classified as available-for-sale. The amortized cost, gross unrealized gains (losses) and
fair value of available-for-sale securities by major security type and class of security as of October 31, 2016, January 31, 2016 and October 31, 2015 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost
|
|
|
Unrealized
Gains
|
|
|
Unrealized
(Losses)
|
|
|
Fair
Value
|
|
As of October 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
$
|
17,809
|
|
|
$
|
1
|
|
|
$
|
(19
|
)
|
|
$
|
17,791
|
|
Municipal and pre-refunded municipal bonds
|
|
|
6,859
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
6,853
|
|
Certificates of deposit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,668
|
|
|
|
1
|
|
|
|
(25
|
)
|
|
|
24,644
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
|
222
|
|
|
|
1
|
|
|
|
|
|
|
|
223
|
|
Municipal and pre-refunded municipal bonds
|
|
|
307
|
|
|
|
|
|
|
|
|
|
|
|
307
|
|
Mutual funds, held in rabbi trust
|
|
|
4,544
|
|
|
|
|
|
|
|
(97
|
)
|
|
|
4,447
|
|
Certificates of deposit
|
|
|
628
|
|
|
|
|
|
|
|
|
|
|
|
628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,701
|
|
|
|
1
|
|
|
|
(97
|
)
|
|
|
5,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
30,369
|
|
|
$
|
2
|
|
|
$
|
(122
|
)
|
|
$
|
30,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost
|
|
|
Unrealized
Gains
|
|
|
Unrealized
(Losses)
|
|
|
Fair
Value
|
|
As of January 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
$
|
33,885
|
|
|
$
|
10
|
|
|
$
|
(25
|
)
|
|
$
|
33,870
|
|
Municipal and pre-refunded municipal bonds
|
|
|
26,243
|
|
|
|
33
|
|
|
|
|
|
|
|
26,276
|
|
Certificates of deposit
|
|
|
915
|
|
|
|
|
|
|
|
|
|
|
|
915
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,043
|
|
|
|
43
|
|
|
|
(25
|
)
|
|
|
61,061
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
|
12,227
|
|
|
|
9
|
|
|
|
(35
|
)
|
|
|
12,201
|
|
Municipal and pre-refunded municipal bonds
|
|
|
18,028
|
|
|
|
58
|
|
|
|
(2
|
)
|
|
|
18,084
|
|
Mutual funds, held in rabbi trust
|
|
|
4,604
|
|
|
|
6
|
|
|
|
(247
|
)
|
|
|
4,363
|
|
Certificates of deposit
|
|
|
1,952
|
|
|
|
|
|
|
|
|
|
|
|
1,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,811
|
|
|
|
73
|
|
|
|
(284
|
)
|
|
|
36,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
97,854
|
|
|
$
|
116
|
|
|
$
|
(309
|
)
|
|
$
|
97,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost
|
|
|
Unrealized
Gains
|
|
|
Unrealized
(Losses)
|
|
|
Fair
Value
|
|
As of October 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
$
|
37,260
|
|
|
$
|
4
|
|
|
$
|
(45
|
)
|
|
$
|
37,219
|
|
Municipal and pre-refunded municipal bonds
|
|
|
31,100
|
|
|
|
46
|
|
|
|
(1
|
)
|
|
|
31,145
|
|
Certificates of deposit
|
|
|
1,181
|
|
|
|
|
|
|
|
|
|
|
|
1,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,541
|
|
|
|
50
|
|
|
|
(46
|
)
|
|
|
69,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
|
15,210
|
|
|
|
7
|
|
|
|
(28
|
)
|
|
|
15,189
|
|
Municipal and pre-refunded municipal bonds
|
|
|
30,265
|
|
|
|
115
|
|
|
|
(2
|
)
|
|
|
30,378
|
|
Mutual funds, held in rabbi trust
|
|
|
4,840
|
|
|
|
272
|
|
|
|
(1
|
)
|
|
|
5,111
|
|
Certificates of deposit
|
|
|
3,460
|
|
|
|
|
|
|
|
|
|
|
|
3,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,775
|
|
|
|
394
|
|
|
|
(31
|
)
|
|
|
54,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
123,316
|
|
|
$
|
444
|
|
|
$
|
(77
|
)
|
|
$
|
123,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from the sales and maturities of available-for-sale securities were $218,400 and $296,172 for the
nine months ended October 31, 2016 and 2015, respectively. The Company included in Other income (expense), net in the Condensed Consolidated Statements of Income net realized losses of $96 and $74 for the three and nine months ended
October 31, 2016, respectively, and net realized gains of $11 and $53 for the three and nine months ended October 31, 2015, respectively. Amortization of discounts and premiums, net, resulted in a reduction of Other income (expense),
net of $550 and $1,711 for the three and nine months ended October 31, 2016, and $997 and $3,155 for the three and nine months ended October 31, 2015, respectively. Mutual funds represent assets held in an irrevocable rabbi trust for
the Companys Non-qualified Deferred Compensation Plan (NQDC). These assets are a source of funds to match the funding obligations to participants in the NQDC but are subject to the Companys general creditors. The Company
elected the fair value option for financial assets for the mutual funds held in the rabbi trust resulting in all unrealized gains and losses being recorded in Other income (expense), net in the Condensed Consolidated Statements of
Income.
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 Companys own assumptions.
|
9
Managements 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. The Companys financial assets that are accounted for at fair value on a recurring basis are
presented in the tables below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable Securities Fair Value as of
October 31, 2016
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
$
|
18,014
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
18,014
|
|
Municipal and pre-refunded municipal bonds
|
|
|
|
|
|
|
7,160
|
|
|
|
|
|
|
|
7,160
|
|
Mutual funds, held in rabbi trust
|
|
|
4,447
|
|
|
|
|
|
|
|
|
|
|
|
4,447
|
|
Certificates of deposit
|
|
|
|
|
|
|
628
|
|
|
|
|
|
|
|
628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
22,461
|
|
|
$
|
7,788
|
|
|
$
|
|
|
|
$
|
30,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable Securities Fair Value as of
January 31, 2016
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
$
|
46,071
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
46,071
|
|
Municipal and pre-refunded municipal bonds
|
|
|
|
|
|
|
44,360
|
|
|
|
|
|
|
|
44,360
|
|
Mutual funds, held in rabbi trust
|
|
|
4,363
|
|
|
|
|
|
|
|
|
|
|
|
4,363
|
|
Certificates of deposit
|
|
|
|
|
|
|
2,867
|
|
|
|
|
|
|
|
2,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
50,434
|
|
|
$
|
47,227
|
|
|
$
|
|
|
|
$
|
97,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable Securities Fair Value as of
October 31, 2015
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
$
|
52,408
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
52,408
|
|
Municipal and pre-refunded municipal bonds
|
|
|
|
|
|
|
61,523
|
|
|
|
|
|
|
|
61,523
|
|
Mutual funds, held in rabbi trust
|
|
|
5,111
|
|
|
|
|
|
|
|
|
|
|
|
5,111
|
|
Certificates of deposit
|
|
|
|
|
|
|
4,641
|
|
|
|
|
|
|
|
4,641
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
57,519
|
|
|
$
|
66,164
|
|
|
$
|
|
|
|
$
|
123,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
October 31, 2016, January 31, 2016 and October 31, 2015.
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 October 31, 2016 and 2015, 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 Companys non-financial assets, primarily consisting of property and equipment, are periodically tested for impairment whenever events
or changes in circumstances indicate that the carrying value may not be recoverable.
The fair value of the non-financial assets was
determined using a discounted cash flow model that utilized Level 3 inputs. The Companys stores are reviewed for impairment at the store 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 the market in which the store is located. For the three and nine months ended October 31, 2016 and 2015, impairment charges were
zero.
6. Debt
On July 1, 2015,
the Company and its domestic subsidiaries entered into a five-year asset-based revolving Credit Agreement (Credit Agreement) with certain lenders, including JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities
LLC and Wells Fargo Bank, National Association, as joint lead arrangers and co-book managers.
The Credit Agreement provides senior
secured revolving credit for loans and letters of credit up to $400,000 (the Credit Facility), subject to a borrowing base that is comprised of the Companys eligible accounts receivable and inventory. The Credit Facility includes a
swing-line sub-facility, a multicurrency sub-facility and the option to expand the facility by up to $150,000.
The Credit Facility
provides for interest on borrowings, at the Companys option, at either (i) adjusted LIBOR, CDOR or EURIBOR plus an applicable margin ranging from 1.125% to 1.625%, or (ii) an adjusted ABR plus an applicable margin ranging from 0.125%
to 0.625%, each such rate based on the level of availability under the Credit Facility and the Companys adjusted leverage ratio. Interest is payable either monthly or quarterly depending on the type of borrowing. A commitment fee is payable
quarterly on the unused portion of the Credit Facility based on the Companys adjusted leverage ratio.
All obligations under the
Credit Facility are unconditionally guaranteed by the Company and its domestic subsidiaries. The obligations under the Credit Facility are secured by a first-priority security interest in inventory, accounts receivable, and certain other assets of
the borrowers and guarantors. The Credit Agreement contains customary representations and warranties, negative and affirmative covenants and provisions relating to events of default.
As of October 31, 2016, the Company was in compliance with all terms of the Credit Agreement, borrowings on the Credit Facility totaled
$0 and stand-by letters of credit outstanding were $13,113.
Additionally, the Company has borrowing agreements with two separate
financial institutions under which the Company may borrow an aggregate of $130,000 for the purposes of trade letter of credit issuances. The availability of any future borrowings under the trade letter of credit facilities is subject to acceptance
by the respective financial institutions. As of October 31, 2016, the Company had outstanding trade letters of credit of $66,001, and available trade letters of credit of $63,999 under these facilities.
11
7. 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 (RSUs), performance stock units (PSUs) or stock appreciation rights (SARs). A lattice binomial pricing model was used to estimate the fair
values of stock options and SARs. The fair value of each of the PSUs was determined using a Monte Carlo simulation. Share-based compensation expense included in Selling, general and administrative expenses in the Condensed
Consolidated Statements of Income, for the three and nine months ended October 31, 2016 and 2015 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31,
|
|
|
Nine Months Ended
October 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Stock Options
|
|
$
|
245
|
|
|
$
|
202
|
|
|
$
|
757
|
|
|
$
|
627
|
|
Stock Appreciation Rights
|
|
|
60
|
|
|
|
439
|
|
|
|
179
|
|
|
|
1,389
|
|
Performance Stock Units
|
|
|
5,595
|
|
|
|
3,828
|
|
|
|
15,550
|
|
|
|
10,102
|
|
Restricted Stock Units
|
|
|
1,380
|
|
|
|
|
|
|
|
3,546
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
7,280
|
|
|
$
|
4,469
|
|
|
$
|
20,032
|
|
|
$
|
12,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based awards granted and the weighted-average fair value for the nine months ended October 31, 2016
was as follows:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
October 31, 2016
|
|
|
|
Awards Granted
|
|
|
Weighted-
Average Fair
Value
|
|
Stock Options
|
|
|
140,000
|
|
|
$
|
7.31
|
|
Stock Appreciation Rights
|
|
|
|
|
|
$
|
|
|
Performance Stock Units
|
|
|
410,000
|
|
|
$
|
27.30
|
|
Restricted Stock Units
|
|
|
541,500
|
|
|
$
|
27.94
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,091,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the nine months ended October 31, 2016, 177,625 stock options were exercised, 67,975 SARs
were exercised and 100,000 PSUs vested. No RSUs vested during the nine months ended October 31, 2016.
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 October 31, 2016 is as follows:
|
|
|
|
|
|
|
|
|
|
|
October 31, 2016
|
|
|
|
Unrecognized
Compensation
Cost
|
|
|
Weighted-
Average
Years
|
|
Stock Options
|
|
$
|
546
|
|
|
|
0.6
|
|
Stock Appreciation Rights
|
|
|
199
|
|
|
|
1.0
|
|
Performance Stock Units
|
|
|
34,265
|
|
|
|
2.3
|
|
Restricted Stock Units
|
|
|
10,826
|
|
|
|
2.3
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
45,836
|
|
|
|
2.3
|
|
|
|
|
|
|
|
|
|
|
12
8
.
Shareholders Equity
Share repurchase activity under the Companys share repurchase programs is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31,
|
|
|
Nine Months Ended
October 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Number of common shares repurchased and subsequently retired
|
|
|
1,000,000
|
|
|
|
3,699,949
|
|
|
|
1,324,700
|
|
|
|
10,737,090
|
|
Total cost
|
|
$
|
35,083
|
|
|
$
|
111,909
|
|
|
$
|
45,787
|
|
|
$
|
365,527
|
|
Average cost per share, including commissions
|
|
$
|
35.08
|
|
|
$
|
30.25
|
|
|
$
|
34.56
|
|
|
$
|
34.04
|
|
On May 27, 2014, the Companys Board of Directors authorized the repurchase of 10,000,000 common
shares under a share repurchase program; all shares were repurchased and the authorization was completed by the end of June 2015. On February 23, 2015, the Companys Board of Directors authorized the repurchase of 20,000,000 common shares
under a share repurchase program, of which 5,995,059 common shares were remaining as of October 31, 2016.
In addition to the shares
repurchased under the share repurchase program, during the nine months ended October 31, 2016, the Company acquired and subsequently retired 55,683 common shares at a total cost of $2,049 from employees to meet minimum statutory tax withholding
requirements. During the nine months ended October 31, 2015, the Company acquired and subsequently retired 247,124 common shares at a total cost of $10,119 from employees to meet minimum statutory tax withholding requirements.
9
.
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss
The following tables present the changes in Accumulated other comprehensive income (loss), by component, net of tax, for the three
and nine months ended October 31, 2016 and 2015, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended October 31, 2016
|
|
|
Nine Months Ended October 31, 2016
|
|
|
Foreign
Currency
Translation
|
|
|
Unrealized Gains
and (Losses) on
Available-for-
Sale Securities
|
|
|
Total
|
|
|
Foreign
Currency
Translation
|
|
|
Unrealized Gains
and (Losses) on
Available-for-
Sale Securities
|
|
|
Total
|
|
Balance at beginning of period
|
|
$
|
(26,955
|
)
|
|
$
|
28
|
|
|
$
|
(26,927
|
)
|
|
$
|
(23,479
|
)
|
|
$
|
28
|
|
|
$
|
(23,451
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
|
(10,665
|
)
|
|
|
41
|
|
|
|
(10,624
|
)
|
|
|
(14,141
|
)
|
|
|
19
|
|
|
|
(14,122
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
(96
|
)
|
|
|
(96
|
)
|
|
|
|
|
|
|
(74
|
)
|
|
|
(74
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive income (loss)
|
|
|
(10,665
|
)
|
|
|
(55
|
)
|
|
|
(10,720
|
)
|
|
|
(14,141
|
)
|
|
|
(55
|
)
|
|
|
(14,196
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
(37,620
|
)
|
|
$
|
(27
|
)
|
|
$
|
(37,647
|
)
|
|
$
|
(37,620
|
)
|
|
$
|
(27
|
)
|
|
$
|
(37,647
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended October 31, 2015
|
|
|
Nine Months Ended October 31, 2015
|
|
|
Foreign
Currency
Translation
|
|
|
Unrealized Gains
and (Losses) on
Available-for-
Sale Securities
|
|
|
Total
|
|
|
Foreign
Currency
Translation
|
|
|
Unrealized Gains
and (Losses) on
Available-for-
Sale Securities
|
|
|
Total
|
|
Balance at beginning of period
|
|
$
|
(10,018
|
)
|
|
$
|
26
|
|
|
$
|
(9,992
|
)
|
|
$
|
(15,516
|
)
|
|
$
|
89
|
|
|
$
|
(15,427
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
|
(2,688
|
)
|
|
|
18
|
|
|
|
(2,670
|
)
|
|
|
2,810
|
|
|
|
(87
|
)
|
|
|
2,723
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
11
|
|
|
|
11
|
|
|
|
|
|
|
|
53
|
|
|
|
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive income (loss)
|
|
|
(2,688
|
)
|
|
|
29
|
|
|
|
(2,659
|
)
|
|
|
2,810
|
|
|
|
(34
|
)
|
|
|
2,776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period .
|
|
$
|
(12,706
|
)
|
|
$
|
55
|
|
|
$
|
(12,651
|
)
|
|
$
|
(12,706
|
)
|
|
$
|
55
|
|
|
$
|
(12,651
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All unrealized gains and losses on available-for-sale securities reclassified from accumulated other
comprehensive loss were recorded in Other income (expense), net in the Condensed Consolidated Statements of Income.
10. Net Income per
Common Share
The following is a reconciliation of the weighted-average common shares outstanding used for the computation of basic and
diluted net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31,
|
|
|
Nine Months Ended
October 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Basic weighted-average common shares outstanding
|
|
|
116,829,912
|
|
|
|
123,442,931
|
|
|
|
117,087,696
|
|
|
|
127,478,092
|
|
Effect of dilutive options, stock appreciation rights, performance stock units and restricted
stock units
|
|
|
563,798
|
|
|
|
282,650
|
|
|
|
365,309
|
|
|
|
1,028,863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted-average shares outstanding
|
|
|
117,393,710
|
|
|
|
123,725,581
|
|
|
|
117,453,005
|
|
|
|
128,506,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended October 31, 2016 and 2015, awards to purchase 556,375 common shares with an
exercise price range of $35.41 to $46.02 and 999,916 common shares with an exercise price range of $30.50 to $46.02, respectively, were excluded from the Companys computation of diluted weighted-average shares outstanding because their effect
would have been anti-dilutive. For the nine months ended October 31, 2016 and 2015, awards to purchase 857,331 common shares with an exercise price range of $28.10 to $46.02 and 553,208 common shares with an exercise price range of $30.50 to
$46.02, respectively, were excluded from the Companys computation of diluted weighted-average shares outstanding because their effect would have been anti-dilutive.
Excluded from the calculation of diluted net income per common share as of October 31, 2016 and 2015 were 2,442,345 and 3,702,743
performance-based equity awards, respectively, since they did not meet the required performance criteria.
11. 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 effect on the Companys financial position or results of operations.
14
12. Segment Reporting
The Company is a portfolio of global consumer brands that offer lifestyle-oriented general merchandise and consumer products and services with
two reportable segmentsRetail and Wholesale. The Companys Retail segment consists of the aggregation of its six brands operating under the names Anthropologie, Bhldn, Free
People, Terrain, Urban Outfitters and Vetri Family. The Anthropologie, Bhldn, and Terrain brands make up the Anthropologie Group. As of October 31, 2016, there were 242 Urban Outfitters
stores, 226 Anthropologie Group stores, 124 Free People stores and 12 restaurants. Urban Outfitters, the Anthropologie Group, and Free People, including their stores and direct-to-consumer channels, and restaurants are each considered an operating
segment. Net sales from the Retail segment accounted for approximately 91.0% and 91.5% of total consolidated net sales for the three and nine months ended October 31, 2016, respectively. Net sales from the Retail segment accounted for
approximately 92.8% and 92.4% of total consolidated net sales for the three and nine months ended October 31, 2015, respectively. The remaining net sales are derived from the Companys Wholesale segment that distributes apparel and shoes
to approximately 1,800 better department and specialty retailers worldwide and to the Retail segment.
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 evaluates the performance of the segments based on the net sales and pre-tax income from operations (excluding intercompany charges) of the segment. Corporate expenses include expenses incurred and directed by the
corporate office that are not allocated to segments. The principal identifiable assets for each reporting segment are inventory and property and equipment.
Other assets are comprised primarily of general corporate assets, which principally consist of cash and cash equivalents, marketable
securities, deferred taxes and prepaid expenses, which are typically not allocated to the Companys segments. The Company accounts for intersegment sales and transfers as if the sales and transfers were made to third parties making similar
volume purchases.
The Companys omni-channel strategy enhances its customers brand experience by providing a seamless approach
to the customer shopping experience. All available shopping channels are fully integrated, including stores, websites, mobile applications, catalogs and customer contact centers. The Companys investments in areas such as marketing campaigns
and technology advancements are designed to generate demand for the omni-channel and not the separate store or direct-to-consumer channels. Store sales are primarily fulfilled from that stores inventory, but may also be shipped from any of the
Companys fulfillment centers or from a different store location if an item is not available at the original store. Direct-to-consumer orders are primarily shipped to the Companys customers through its fulfillment centers, but may also be
shipped from any store, or a combination of fulfillment centers and stores depending on the availability of a particular item. Direct-to-consumer orders may also be picked up at a store location. Customers may also return certain merchandise
purchased through direct-to-consumer channels at store locations. As the Companys customers continue to shop across multiple channels, the Company has adapted its approach towards meeting this demand. Due to the availability of like product in
a variety of shopping channels, the Company sources these products utilizing single stock keeping units based on the omni-channel demand rather than the demand of the separate channels. These and other technological capabilities allow the Company to
better serve its customers and help it to complete a sale that otherwise may not have occurred due to out-of-stock positions. As a result of changing customer behavior and the substantial integration of the operations of the Companys store and
direct-to-consumer channels, the Company manages and analyzes its performance based on a single omni-channel rather than separate channels and believes that the omni-channel results present the most meaningful and appropriate measure of the
Companys performance.
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
15
the Companys Annual Report on Form 10-K for the fiscal year ended January 31, 2016. Both the Retail and Wholesale segments are highly diversified. No one customer constitutes more than
10% of the Companys total consolidated net sales. A summary of the information about the Companys operations by segment is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31,
2016
|
|
|
January 31,
2016
|
|
|
October 31,
2015
|
|
Inventory
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail operations
|
|
$
|
415,923
|
|
|
$
|
289,170
|
|
|
$
|
391,771
|
|
Wholesale operations
|
|
|
37,903
|
|
|
|
41,053
|
|
|
|
49,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total inventory
|
|
$
|
453,826
|
|
|
$
|
330,223
|
|
|
$
|
441,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail operations
|
|
$
|
869,042
|
|
|
$
|
859,277
|
|
|
$
|
887,927
|
|
Wholesale operations
|
|
|
3,267
|
|
|
|
3,860
|
|
|
|
3,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and equipment, net
|
|
$
|
872,309
|
|
|
$
|
863,137
|
|
|
$
|
891,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31,
|
|
|
Nine Months Ended
October 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail operations
|
|
$
|
785,026
|
|
|
$
|
765,525
|
|
|
$
|
2,300,981
|
|
|
$
|
2,246,275
|
|
Wholesale operations
|
|
|
81,552
|
|
|
|
62,170
|
|
|
|
222,712
|
|
|
|
194,410
|
|
Intersegment elimination
|
|
|
(4,087
|
)
|
|
|
(2,437
|
)
|
|
|
(8,057
|
)
|
|
|
(8,957
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
$
|
862,491
|
|
|
$
|
825,258
|
|
|
$
|
2,515,636
|
|
|
$
|
2,431,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail operations
|
|
$
|
67,981
|
|
|
$
|
76,095
|
|
|
$
|
234,022
|
|
|
$
|
227,684
|
|
Wholesale operations
|
|
|
17,006
|
|
|
|
12,094
|
|
|
|
44,213
|
|
|
|
40,182
|
|
Intersegment elimination
|
|
|
(317
|
)
|
|
|
(203
|
)
|
|
|
(568
|
)
|
|
|
(809
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment operating income
|
|
|
84,670
|
|
|
|
87,986
|
|
|
|
277,667
|
|
|
|
267,057
|
|
General corporate expenses
|
|
|
(14,365
|
)
|
|
|
(7,661
|
)
|
|
|
(38,667
|
)
|
|
|
(29,927
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income from operations
|
|
$
|
70,305
|
|
|
$
|
80,325
|
|
|
$
|
239,000
|
|
|
$
|
237,130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has foreign operations primarily in Europe and Canada. Revenues and long-lived assets, based upon
the Companys domestic and foreign operations, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31,
2016
|
|
|
January 31,
2016
|
|
|
October 31,
2015
|
|
Property and equipment, net
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic operations
|
|
$
|
767,916
|
|
|
$
|
742,171
|
|
|
$
|
754,284
|
|
Foreign operations
|
|
|
104,393
|
|
|
|
120,966
|
|
|
|
137,587
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and equipment, net
|
|
$
|
872,309
|
|
|
$
|
863,137
|
|
|
$
|
891,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31,
|
|
|
Nine Months Ended
October 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic operations
|
|
$
|
760,074
|
|
|
$
|
720,671
|
|
|
$
|
2,211,925
|
|
|
$
|
2,126,877
|
|
Foreign operations
|
|
|
102,417
|
|
|
|
104,587
|
|
|
|
303,711
|
|
|
|
304,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
$
|
862,491
|
|
|
$
|
825,258
|
|
|
$
|
2,515,636
|
|
|
$
|
2,431,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
Item 2.
|
Managements 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 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 the resultant impact on consumer spending patterns, lowered levels of consumer confidence and higher
levels of unemployment, lowered levels of consumer spending resulting from worldwide political and economic events, 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, including potential
disruptions and changes in duties, tariffs and 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 to comply with our social compliance program, 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, 2016, filed on March 31, 2016. 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 Urban Outfitters, the Company, we,
us, our or our company refer to Urban Outfitters, Inc., together with its subsidiaries.
Overview
We
operate two reportable segments: a leading lifestyle specialty Retail segment and a Wholesale segment. Our Retail segment consists of our Anthropologie, Bhldn, Free People, Terrain, Urban Outfitters and Vetri Family brands. Our Retail segment
consumer products and services are sold directly to our customers through our stores, websites, mobile applications, catalogs and customer contact centers. Our Wholesale segment consists of the Free People wholesale division that primarily designs,
develops and markets young womens contemporary casual apparel and shoes through individual and chain specialty stores and department stores.
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 2017 will end on January 31, 2017.
Retail Segment
Our omni-channel strategy enhances our customers brand experience by providing a seamless approach to the customer shopping experience.
All available shopping channels are fully integrated, including stores, 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 omni-channel and not the separate store or direct-to-consumer channels. Store sales are primarily fulfilled from that stores inventory, but may also be shipped from any of our fulfillment centers or from a different store
location if an item is not available at the original store. Direct-to-consumer orders are primarily shipped to our customers through our fulfillment centers, but may also be shipped from any store, or a combination of fulfillment centers and stores
depending on the availability of particular items. Direct-to-consumer orders may also be picked up at a store location. Customers may also return certain merchandise purchased through direct-to-consumer channels at store
17
locations. As our customers continue to shop across multiple channels, we have adapted our approach towards meeting this demand. Due to the availability of like product in a variety of shopping
channels, we source these products utilizing single stock keeping units based on the omni-channel demand rather than the demand of the separate channels. These and other technological capabilities allow us to better serve our customers and help us
complete sales that otherwise may not have occurred due to out-of-stock positions. As a result of changing customer behavior and the substantial integration of the operations of our store and direct-to-consumer channels, we manage and analyze our
performance based on a single omni-channel rather than separate channels and believe that the 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 direct-to-consumer channel net sales.
A store is considered to be comparable if it has been open at least twelve full months, unless it was materially expanded or remodeled within that year or was not otherwise operating at its full capacity within that year. A direct-to-consumer
channel is considered to be comparable if it has been operational for at least twelve full months. There is no overlap between comparable store net sales and comparable direct-to-consumer net sales. Sales from stores and direct-to-consumer channels
that do not fall within the definition of comparable store or channel are considered to be non-comparable. The effects of foreign currency translation are also considered non-comparable.
We monitor customer traffic at our stores, and customer sessions, average order value and conversion rates 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 as we expand our store
base.
As of October 31, 2016, we operated 242 Urban Outfitters stores of which 180 were located in the United States, 18 were
located in Canada and 44 were located in Europe. For the nine months ended October 31, 2016, we opened three new Urban Outfitters stores, two located in the United States and one located in Europe, and we closed one Urban Outfitters store
located in the United States. Total store selling square footage increased 1.6% over the prior year period to 2.2 million square feet. Urban Outfitters operates websites and mobile applications in North America and Europe that capture the
spirit of the brand by offering a similar yet broader selection of merchandise as found in our stores. Urban Outfitters offers a catalog in Europe offering select merchandise, most of which is also available in our Urban Outfitters stores. Urban
Outfitters targets young adults aged 18 to 28 through a unique merchandise mix, compelling store environment and websites. Urban Outfitters product offering includes womens and mens fashion apparel, intimates, footwear, beauty and
accessories, home goods, activewear and gear, electronics, as well as an assortment of exclusive product through collaborations with global third-party brands. We plan to open additional stores over the next several years. Urban Outfitters
North American and European Retail segment net sales accounted for approximately 32.4% and 7.4% of consolidated net sales, respectively, for the nine months ended October 31, 2016, compared to 32.4% and 7.8%, respectively, for the comparable
period in fiscal 2016.
The Anthropologie Group consists of the Anthropologie, Bhldn and Terrain brands. We initially operated the Bhldn
and Terrain brands as standalone concepts and opened two Bhldn stores and two Terrain garden centers. We ultimately determined that the Bhldn and Terrain brands were complementary to the Anthropologie brand and integrated those brands into the
Anthropologie Group during fiscal 2015 and 2016, respectively. As of October 31, 2016, we operated 226 Anthropologie Group stores, of which 203 were located in the United States, 13 were located in Canada and ten were located in Europe. For the
nine months ended October 31, 2016, we opened nine new Anthropologie Group stores, seven in the United States, one in Canada and one in Europe, and we closed one Anthropologie Group store located in the United States. Total store selling square
footage increased 7.7% over the prior year period to 1.7 million square feet driven mainly by the opening of expanded format stores. The Anthropologie Group operates websites in North America and Europe and a mobile application in North America
that capture the spirit of our brands by offering a similar yet broader selection of merchandise as found in our stores. The Anthropologie brand offers registry services through our website and mobile applications and in all of our stores throughout
the United States, allowing our customers to create gift
18
registries for any occasion. In addition, the brand offers catalogs in North America and Europe that market select merchandise, most of which is also available in our Anthropologie brand stores.
Merchandise at the Anthropologie brand is tailored to sophisticated and contemporary women aged 28 to 45. Product assortment includes womens casual apparel and accessories, intimates, shoes, beauty, home furnishings and a diverse array of
gifts and decorative items. 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, headpieces,
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 and garden products combined with
antiques, live plants, flowers, wellness products and accessories. We plan to open additional Anthropologie Group stores, some of which will be expanded format stores, that allow us to present a broader product offering by presenting all
Anthropologie Group brands and by expanding categories such as petites, jewelry and accessories, footwear, intimates, beauty and home furnishings. The Anthropologie Groups North American and European Retail segment net sales accounted for
approximately 39.2% and 1.4% of consolidated net sales, respectively, for the nine months ended October 31, 2016, compared to 40.5% and 1.6%, respectively, for the comparable period in fiscal 2016.
As of October 31, 2016, we operated 124 Free People stores, of which 118 were located in the United States and six were located in
Canada. For the nine months ended October 31, 2016, we opened 11 new Free People stores, ten located in the United States and one located in Canada, and we closed one Free People store located in the United States. Total store selling square
footage increased 28.5% over the prior year period to 244,000 square feet. The increase in selling square footage compared to the prior year period was a result of operating 12 net new stores and the addition of expanded format stores that were not
in operation during the prior twelve month period. Free People 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 our stores, as well as substantially all of the Free People product wholesale offerings. Free People also offers a catalog that markets select merchandise, most of which is also available in our Free People stores. Free People 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 womens apparel, intimates, shoes, activewear, accessories, beauty and wellness, home products and gifts.
We plan to open additional stores over the next several years, some of which will be expanded format stores that allow us to present an expanded assortment of intimates, shoes, party dresses and activewear. Free Peoples Retail segment net
sales accounted for approximately 10.4% of consolidated net sales for the nine months ended October 31, 2016, compared to approximately 10.1% for the comparable period in fiscal 2016.
In February 2016, we acquired six restaurants as part of our acquisition of the Vetri Family group of restaurants. During fiscal 2017, our
existing cafes were combined with the Vetri Family restaurants to form our Food and Beverage division. The Food and Beverage division focuses on a dining experience that provides excellence in food, beverage and service. For the nine months ended
October 31, 2016, we opened two restaurants. The Food and Beverage division net sales accounted for less than 1.0% of consolidated net sales for the nine months ended October 31, 2016.
We plan to open approximately 32 new stores during fiscal 2017, including four Urban Outfitters stores, ten Anthropologie Group stores, 15
Free People stores and three restaurants.
Wholesale Segment
Our Wholesale segment consists of the Free People wholesale division that designs, develops and markets young womens contemporary casual
apparel and shoes that are sold through approximately 1,800 better department and specialty stores worldwide, and our own Free People stores. Our Wholesale segment net sales accounted for approximately 8.5% of consolidated net sales for the nine
months ended October 31, 2016, compared to 7.6% for the comparable period in fiscal 2016.
19
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 our Audit Committee. 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, 2016, which are included in our Annual Report on Form 10-K
filed with the SEC on March 31, 2016. Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require managements 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. We
are not currently aware of any reasonably likely events or circumstances that would cause our actual results to be materially different from our estimates. We believe that there have been no significant changes to our critical accounting policies
during the nine months ended October 31, 2016.
Results of Operations
As a Percentage of Net Sales
The following table sets forth, for the periods indicated, the percentage of our net sales represented by certain income statement data and the
change in certain income statement data from period to period. This table should be read in conjunction with the discussion that follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31,
|
|
|
Nine Months Ended
October 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Net sales
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Cost of sales
|
|
|
65.2
|
|
|
|
65.1
|
|
|
|
64.1
|
|
|
|
64.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
34.8
|
|
|
|
34.9
|
|
|
|
35.9
|
|
|
|
35.1
|
|
Selling, general and administrative expenses
|
|
|
26.6
|
|
|
|
25.2
|
|
|
|
26.4
|
|
|
|
25.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
8.2
|
|
|
|
9.7
|
|
|
|
9.5
|
|
|
|
9.8
|
|
Other income (expense), net
|
|
|
0.1
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
8.3
|
|
|
|
9.7
|
|
|
|
9.5
|
|
|
|
9.6
|
|
Income tax expense
|
|
|
2.8
|
|
|
|
3.4
|
|
|
|
3.4
|
|
|
|
3.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
5.5
|
%
|
|
|
6.3
|
%
|
|
|
6.1
|
%
|
|
|
6.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended October 31, 2016 Compared To Three Months Ended October 31, 2015
Net sales in the third quarter of fiscal 2017 increased by 4.5% to $862.5 million, from $825.3 million in the third quarter of fiscal 2016. The
$37.2 million increase was attributable to a $19.5 million, or 2.5%, increase in Retail segment net sales and a $17.7 million, or 29.7%, increase in our Wholesale segment net sales. Retail segment net sales for the third quarter of fiscal 2017
accounted for 91.0% of total net sales compared to 92.8% of total net sales in the third quarter of fiscal 2016.
The growth in our Retail
segment net sales during the third quarter of fiscal 2017 was due to an increase of $7.3 million, or 1.0%, in Retail segment comparable net sales, which includes our direct-to-consumer channel, and an increase of $12.2 million in non-comparable net
sales, including new store net sales. Retail segment
20
comparable net sales increased 5.2% at Urban Outfitters and decreased 1.5% at Free People and 2.7% at the Anthropologie Group. The increase in Retail segment comparable net sales was driven by
continued growth in the direct-to-consumer channel, which was partially offset by negative comparable store net sales. The direct-to-consumer net sales increase was driven by an increase in sessions and conversion rate, while average order value
decreased. Negative comparable store net sales resulted from a decrease in average unit selling price and transactions, while units per transaction increased. The increase in net sales attributable to non-comparable sales was primarily the result of
operating 49 new stores during the third quarter of fiscal 2017 that were not in operation for the full comparable quarter in fiscal 2016 including sales from the newly acquired Vetri Family restaurants, partially offset by the negative impact
of foreign currency translation. Thus far during the fourth quarter of fiscal 2017, comparable Retail segment net sales are low single-digit positive.
The increase in Wholesale segment net sales in the third quarter of fiscal 2017, as compared to the third quarter of fiscal 2016, was
primarily due to increased selling square footage at select department stores to support our category expansions including shoes and activewear. This increase was also attributable to the delay at our recently opened east coast fulfillment center
that caused approximately $8.9 million of shipments to move out of the third quarter of fiscal 2016 and into the fourth quarter of fiscal 2016.
Gross profit percentage for the third quarter of fiscal 2017 decreased to 34.8% of net sales, from 34.9% of net sales in the comparable
quarter in fiscal 2016. Gross profit increased to $299.9 million in the third quarter of fiscal 2017 compared to $288.2 million in the comparable quarter in fiscal 2016. The reduction in gross profit rate was primarily driven by the increased
penetration of the direct-to-consumer channel resulting in increased delivery and overall logistics expense rates. Within gross profit, maintained margins for the quarter were flat compared to the prior year comparable period with lower initial
mark-ups offset by lower markdowns. Initial mark-up was lower due to the increased penetration of Wholesale segment net sales which has a lower initial mark-up compared to the Retail segment. Initial mark-up in the Retail segment increased due to
improvements at each of the brands. The markdown rate was lower due to lower markdowns at the Urban Outfitters brand, which more than offset higher markdowns at the Free People and Anthropologie brands. The dollar increase in gross profit was due to
higher net sales. Total inventory at October 31, 2016 increased by $12.3 million, or 2.8%, to $453.8 million from $441.6 million at October 31, 2015. The increase in inventory is primarily due to an increase in non-comparable inventory to
support our new and expanded stores. Comparable Retail segment inventory increased 0.6% at cost.
Selling, general and administrative
expenses as a percentage of net sales increased during the third quarter of fiscal 2017 to 26.6% of net sales, compared to 25.2% of net sales for the third quarter of fiscal 2016. The increase in selling, general and administrative expenses as a
percentage of net sales was partially due to the net effect of one-time legal settlements, which accounted for approximately 50 basis points of deleverage. The remaining change primarily related to an increase in direct store controllable expenses
that were largely due to pre-opening expenses and initial staffing levels for several large format Anthropologie stores opened during the third quarter of fiscal 2017 or previously opened. Selling, general and administrative expenses increased by
$21.7 million, or 10.5%, to $229.6 million, in the third quarter of fiscal 2017, from $207.9 million in the third quarter of fiscal 2016. The dollar increase versus the prior year was primarily related to the operating expenses of non-comparable
stores, the net effect of one-time legal settlements and increased marketing expense to support our customer acquisition and retention efforts.
Income from operations decreased to 8.2% of net sales, or $70.3 million, for the third quarter of fiscal 2017 compared to 9.7%, or $80.3
million, for the third quarter of fiscal 2016.
Our effective tax rate for the third quarter of fiscal 2017 was 33.5% of income before
income taxes compared to 35.3% of income before income taxes in the third quarter of fiscal 2016. The decrease in the effective tax rate was due to the ratio of foreign taxable losses to global taxable profits for the year.
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Nine Months Ended October 31, 2016 Compared To Nine Months Ended October 31, 2015
Net sales for the nine months ended October 31, 2016 increased by 3.5% to $2.52 billion, from $2.43 billion in the comparable
period of fiscal 2016. The $83.9 million increase was attributable to a $54.7 million, or 2.4%, increase in Retail segment net sales and a $29.2 million, or 15.7%, increase in our Wholesale segment net sales. Retail segment net sales for the nine
months ended October 31, 2016 accounted for 91.5% of total net sales compared to 92.4% of total net sales during the nine months ended October 31, 2015.
The growth in Retail segment net sales during the first nine months of fiscal 2017 was driven by an increase of $24.2 million, or 1.2%, in
Retail segment comparable net sales, which includes our direct-to-consumer channel, and a $30.5 million increase in non-comparable net sales, including new store net sales. Retail segment comparable net sales increased 4.6% at Urban Outfitters, and
decreased 0.7% and 1.8% at Free People and the Anthropologie Group, respectively. The increase in the Retail segment comparable net sales was driven by continued growth in the direct-to-consumer channel, partially offset by negative comparable store
net sales. Direct-to-consumer net sales were driven by an increase in sessions and conversion rate, while average order value decreased. Negative comparable store net sales resulted from a reduction in transactions and average unit selling price,
while units per transaction were flat. The increase in net sales attributable to non-comparable sales was primarily the result of operating 62 new stores during the first nine months of fiscal 2017 that were not in operation for the full
comparable first nine months of fiscal 2016 and sales from the newly acquired Vetri Family restaurants, partially offset by the negative impact of foreign currency translation.
The increase in Wholesale segment net sales during the first nine months of fiscal 2017, as compared to the first nine months of fiscal 2016,
was primarily due to increased sales to department and specialty stores, driven by increased selling square footage at select department stores and growth in our European distribution. Wholesale sales growth was driven by an increase in units that
was partially offset by a decrease in average unit selling price.
Gross profit percentage for the first nine months of fiscal 2017
increased to 35.9% of net sales, from 35.1% of net sales in the comparable period in fiscal 2016. Gross profit increased to $904.3 million for the first nine months of fiscal 2017 compared to $852.7 million in the comparable period in fiscal 2016.
The increase in gross profit percentage was primarily driven by improvement in maintained margins at the Urban Outfitters and Anthropologie brands due to higher initial mark-ups and lower merchandise markdowns compared to the prior year. The
percentage increase was partially offset by lower maintained margins at Free People due to higher merchandise markdowns. The dollar increase in gross profit was primarily due to higher net sales and the increase in gross profit percentage.
Selling, general and administrative expenses as a percentage of net sales increased during the first nine months of fiscal 2017 to 26.4% of
net sales, compared to 25.3% of net sales for the first nine months of fiscal 2016. The increase in selling, general and administrative expenses as a percentage of net sales was primarily driven by direct store controllable expenses to support our
5.4% square footage growth and an increase in direct marking and technology related expense to support our direct-to-consumer growth. Selling, general and administrative expenses increased by $49.7 million, or 8.1%, to $665.3 million, in the first
nine months of fiscal 2017, from $615.6 million in the first nine months of fiscal 2016. The dollar increase versus the prior year was primarily related to the operating expenses of non-comparable stores and increased marketing and technology
expenses, which helped to drive higher direct-to-consumer traffic.
Income from operations expressed as a percentage of net sales
decreased to 9.5% of net sales for the first nine months of fiscal 2017 compared to 9.8% for the first nine months of fiscal 2016. Income from operations increased by $1.9 million, or 0.8%, to $239.0 million, in the first nine months of fiscal 2017,
from $237.1 million in the first nine months of fiscal 2016.
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Our effective tax rate for the first nine months of fiscal 2017 was 35.7% of income before income
taxes compared to 35.3% of income before income taxes in the first nine months of fiscal 2016.
Liquidity and Capital Resources
Cash, cash equivalents and marketable securities were $265.1 million as of October 31, 2016, as compared to $362.9 million as
of January 31, 2016 and $273.3 million as of October 31, 2015. The decrease in cash, cash equivalents and marketable securities as compared to January 31, 2016 was primarily due to cash used for the repayment of long-term debt and for
share repurchases. Our working capital was $484.8 million at October 31, 2016 compared to $505.1 million at January 31, 2016 and $469.3 million at October 31, 2015. The decrease in working capital as compared to
January 31, 2016 was primarily due to the decrease in cash, cash equivalents and marketable securities, noted above.
During the last
two years, we have satisfied our cash requirements primarily through our cash flow from operating activities. In fiscal 2016, we utilized borrowings on our long-term debt facility as an additional source of cash that were used for the repurchase of
our common shares. In addition to repurchasing common shares, our primary uses of cash have been to open new stores, purchase inventory and expand our home offices and fulfillment facilities. We have also continued to invest in our omni-channel
capabilities and technology.
Cash Flows from Operating Activities
Cash provided by operating activities during the first nine months of fiscal 2017 increased by $0.4 million to $229.0 million from $228.6
million in the first nine months of fiscal 2016. For both periods, our major source of cash from operations was merchandise sales and our primary outflow of cash for operations was for the payment of operational costs.
Cash Flows from Investing Activities
Cash used in investing activities during the first nine months of fiscal 2017 increased by $34.9 million to $61.3 million from $26.4 million in
the first nine months of fiscal 2016. For both periods, our primary outflow of cash for investing activities was for the payment of property and equipment. Cash paid for property and equipment for the nine months ended October 31, 2016 and 2015
was $112.1 million and $109.1 million, respectively, and was used in fiscal 2017 primarily to expand our store base and in fiscal 2016 primarily to expand our store base and home offices and to increase our fulfillment
capabilities. Additionally, the increase in cash used in investing activities was driven by $15.3 million used to acquire the Vetri Family group of restaurants and a $16.6 million change in net purchases of marketable securities.
Cash Flows from Financing Activities
Cash used in financing activities during the first nine months of fiscal 2017 was $193.4 million, primarily related to $150.0 million in
long-term debt repayments and $45.8 million of repurchases of our common shares under our February 23, 2015 share repurchase program.
Credit Facilities
On
July 1, 2015, we entered into a five-year asset-based revolving Credit Agreement (Credit Agreement) with certain lenders, including JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC and Wells Fargo
Bank, National Association, as joint lead arrangers and co-book managers. The Credit Agreement provides senior secured revolving credit for loans and letters of credit up to $400.0 million (the Credit Facility), subject to a borrowing
base that is comprised of our eligible accounts receivable and inventory. The Credit Facility includes a swing-line sub-facility, a multicurrency sub-facility and the option to expand the facility by up to $150.0 million. The funds available under
the Credit Facility may be used for working capital and other general corporate purposes.
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The Credit Facility provides for interest on borrowings, at our option, at either
(i) adjusted LIBOR, CDOR or EURIBOR plus an applicable margin ranging from 1.125% to 1.625%, or (ii) an adjusted ABR plus an applicable margin ranging from 0.125% to 0.625%, each such rate based on the level of availability under the
Credit Facility and our adjusted leverage ratio. Interest is payable either monthly or quarterly depending on the type of borrowing. A commitment fee is payable quarterly on the unused portion of the Credit Facility based on our adjusted leverage
ratio.
All obligations under the Credit Facility are unconditionally guaranteed by us and our domestic subsidiaries. The obligations
under the Credit Facility are secured by a first-priority security interest in inventory, accounts receivable, and certain other assets of the borrowers and guarantors. The Credit Agreement contains customary representations and warranties, negative
and affirmative covenants and provisions relating to events of default.
As of October 31, 2016, we were in compliance with all terms
of the Credit Agreement, we had no borrowings on the Credit Facility and stand-by letters of credit outstanding were $13.1 million.
Additionally, we have borrowing agreements with two separate financial institutions under which we may borrow an aggregate of $130.0 million
for the purposes of trade letter of credit issuances. The availability of any future borrowings under the trade letter of credit facilities is subject to acceptance by the respective financial institutions. As of October 31, 2016, we had $66.0
million in outstanding trade letters of credit, and $64.0 million available for future trade letters of credit under these facilities.
Capital and Operating Expenditures
During fiscal 2017, we plan to construct and open approximately 32 new stores, including our restaurant locations, expand certain existing
stores, complete the construction of our new east coast fulfillment center, upgrade our systems, improve our capabilities in the digital channel, invest in omni-channel marketing and purchase inventory for our Retail and Wholesale segments at levels
appropriate to maintain our planned sales growth. We believe that our marketing, social media, merchandise expansion, website and mobile initiatives are a significant contributor to our Retail segment sales growth. During fiscal 2017, we plan to
continue our investment in these initiatives for all brands. We anticipate our capital expenditures during fiscal 2017 to be approximately $160 million, all of which are expected to be financed by cash flow from operating activities. We believe that
our new store investments have the potential to generate positive cash flow within a year. We may also enter into one or more acquisitions or transactions related to the expansion of our brand offerings. We believe that our existing cash and cash
equivalents, available credit facilities and future cash flows from operations will be sufficient to fund these initiatives.
Share
Repurchases
See Note 8 Shareholders Equity of the Notes to Condensed Consolidated Financial Statements included in
this Quarterly Report on Form 10-Q for certain financial information regarding the Companys share repurchases.
Off-Balance
Sheet Arrangements
As of and for the nine months ended October 31, 2016, except for operating leases entered into in the
normal course of business, we were not party to any material off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, expenses, results of operations, liquidity, capital
expenditures or capital resources.
Other Matters
See Note 2 Recently Issued Accounting Pronouncements, of the Notes to Condensed Consolidated Financial Statements included in this
Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements.
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