8-K - ULTA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): August 29, 2024

ULTA BEAUTY, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33764	38-4022268
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	1000 Remington Blvd. , Suite 120 , Bolingbrook , Illinois ** 60440**
	(Address of Principal Executive Offices and zip code)

( 630 ) 410-4800

(Registrant’s telephone number, including area code)

Not Applicable

(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:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))

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


Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ULTA		The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-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 2.02 Results of Operations and Financial Condition.

On August 29, 2024, Ulta Beauty, Inc. issued a press release regarding its consolidated financial results for the second quarter ended August 3, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the Exhibit Index below are being furnished herewith.

Exhibit No.		Description
99.1		Press release issued by Ulta Beauty, Inc. on August 29, 2024 announcing consolidated financial results for the second quarter ended August 3, 2024.
104		Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ULTA BEAUTY, INC.

Date: August 29, 2024	By:	/s/ Jodi J. Caro
		Jodi J. Caro
		General Counsel, Chief Risk & Compliance Officer

Exhibit 99.1

ULTA BEAUTY ANNOUNCES SECOND QUARTER FISCAL 2024 RESULTS

Net Sales of $2.6 Billion Compared to $2.5 Billion in the Year-Ago Quarter

Comparable Sales Decreased 1.2%

Net Income of $252.6 Million or $5.30 Per Diluted Share

Bolingbrook, IL – August 29, 2024 – Ulta Beauty, Inc. (NASDAQ: ULTA) today announced financial results for the thirteen-week period (“second quarter”) and twenty-six-week period (“first six months”) ended August 3, 2024 compared to the same periods ended July 29, 2023.


	13 Weeks Ended				26 Weeks Ended
	August 3,		July 29,		August 3,		July 29,
(Dollars in millions, except per share data)	2024		2023		2024		2023
Net sales	$	2,552.1	$	2,529.8	$	5,277.9	$	5,164.1
Comparable sales (1)		(1.2%)		8.0%		0.2%		8.7%
Gross profit (as a percentage of net sales)		38.3%		39.3%		38.8%		39.7%
Selling, general and administrative expenses	$	644.8	$	600.7	$	1,310.7	$	1,212.8
Operating income (as a percentage of net sales)		12.9%		15.5%		13.8%		16.1%
Diluted earnings per share	$	5.30	$	6.02	$	11.78	$	12.90
New store openings, net		16		3		26		7

(1)	Comparable sales are calculated based on the comparable 13 and 26 calendar weeks in the current and prior year.

“While we are encouraged by many positive indicators across our business, our second quarter performance did not meet our expectations, driven primarily by a decline in comparable store sales. We are clear about the factors that adversely impacted our store performance, and we have actions underway to address the trends,” said Dave Kimbell, chief executive officer. “We are focused on driving stronger sales and traffic and continuing to exercise financial discipline. In light of our first half trends and a more cautious outlook, we have updated our full year expectations. I remain confident in the power of our differentiated model, the strength of our financial foundation, and our ability to deliver value for our shareholders over the long term.”

Second Quarter of Fiscal 2024 Compared to Second Quarter of Fiscal 2023

●	Net sales increased 0.9% to $2.6 billion compared to $2.5 billion, primarily due to new store contribution and growth in other revenue.
●	Comparable sales (sales for stores open at least 14 months and e-commerce sales) decreased 1.2% compared to an increase of 8.0%, driven by a 1.8% decrease in transactions and a 0.6% increase in average ticket.
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●	Gross profit was $978.2 million compared to $993.6 million. As a percentage of net sales, gross profit decreased to 38.3% compared to 39.3%, primarily due to lower merchandise
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margins and deleverage of store fixed costs, partially offset by growth in other revenue and lower inventory shrink.
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●	Selling, general and administrative (SG&A) expenses were $644.8 million compared to $600.7 million. As a percentage of net sales, SG&A expenses increased to 25.3% compared to 23.7%, primarily due to deleverage of store payroll and benefits, corporate overhead primarily due to strategic investments, store expenses, and marketing expenses, partially offset by lower incentive compensation.
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●	Operating income was $329.2 million, or 12.9% of net sales, compared to $391.6 million, or 15.5% of net sales.
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●	The tax rate was 24.3% compared to 24.2%.
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●	Net income was $252.6 million compared to $300.1 million.
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●	Diluted earnings per share was $5.30 compared to $6.02.
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First Six Months of Fiscal 2024 Compared to First Six Months of Fiscal 2023

●	Net sales increased 2.2% to $5.3 billion compared to $5.2 billion, primarily due to new store contribution and growth in other revenue.
●	Comparable sales increased 0.2% compared to an increase of 8.7%, driven by a 0.4% increase in average ticket and a 0.2% decrease in transactions.
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●	Gross profit was flat at $2.0 billion. As a percentage of net sales, gross profit decreased to 38.8% compared to 39.7%, primarily due to lower merchandise margin and deleverage of store fixed costs, partially offset by growth in other revenue.
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●	SG&A expenses were $1.3 billion compared to $1.2 billion. As a percentage of net sales, SG&A expenses increased to 24.8% compared to 23.5%, primarily due to deleverage of corporate overhead primarily due to strategic investments, store payroll and benefits, store expenses, and marketing expenses, partially offset by lower incentive compensation.
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●	Operating income was $730.1 million, or 13.8% of net sales, compared to $833.7 million, or 16.1% of net sales.
---	---
●	The tax rate was 23.7% compared to 23.5%.
---	---
●	Net income was $565.7 million compared to $647.2 million.
---	---
●	Diluted earnings per share was $11.78, including a $0.10 benefit due to income tax accounting for stock-based compensation, compared to $12.90, including a $0.14 benefit due to income tax accounting for stock-based compensation.
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Balance Sheet

Cash and cash equivalents at the end of the second quarter of fiscal 2024 totaled $414.0 million.

Merchandise inventories, net at the end of the second quarter of fiscal 2024 increased 10.1% to $2.0 billion compared to $1.8 billion at the end of the second quarter of fiscal 2023. The increase was primarily due to inventory to support new brand launches, the opening of the new market fulfillment center in Greer, SC, and the addition of 49 net new stores since July 29, 2023.

Share Repurchase Program

During the second quarter of fiscal 2024, the Company repurchased 549,852 shares of its common stock at a cost of $212.3 million. During the first six months of fiscal 2024, the Company repurchased 1.1 million shares of its common stock at a cost of $497.5 million. As of August 3, 2024, $1.6 billion remained available under the $2.0 billion share repurchase program announced in March 2024.

Store Update

During the second quarter of fiscal 2024, the Company opened 17 new stores, relocated one store, remodeled nine stores, and closed one store. During the first six months of fiscal 2024, the Company opened 29 new stores, relocated two stores, remodeled nine stores, and closed three stores. At the end of the second quarter of fiscal 2024, the Company operated 1,411 stores totaling 14.8 million square feet.

Fiscal 2024 Outlook

For fiscal 2024, the Company plans to:


	Prior FY24 Outlook	Updated FY24 Outlook
Net sales	$11.5 billion to $11.6 billion	$11.0 billion to $11.2 billion
Comparable sales	2% to 3%	(2%) to 0%
New stores, net	60-65	no change
Remodel and relocation projects	40-45	no change
Operating margin	13.7% to 14.0%	12.7% to 13.0%
Diluted earnings per share	$25.20 to $26.00	$22.60 to $23.50
Share repurchases	approximately $1 billion	no change
Interest income	approximately $13 million	no change
Effective tax rate	approximately 24%	no change
Capital expenditures	$415 million to $490 million	$400 million to $450 million
Depreciation and amortization expense	$270 million to $275 million	$265 million to $270 million

Conference Call Information

A conference call to discuss second quarter of fiscal 2024 results is scheduled for today, August 29, 2024 at 4:30 p.m. ET / 3:30 p.m. CT. Investors and analysts who are interested in participating in the call are invited to dial (877) 704-4453. Participants may also listen to a real-time audio webcast of the conference call by visiting the Investor Relations section of the Company’s website located at https://www.ulta.com/investor. A replay will be made available online approximately two hours following the live call for a period of 30 days.

About Ulta Beauty

At Ulta Beauty (NASDAQ: ULTA), the possibilities are beautiful. Ulta Beauty is the largest specialty U.S. beauty retailer and the premier beauty destination for cosmetics, fragrance, skin care products, hair care products and salon services. In 1990, the Company reinvented the beauty retail experience by offering a new way to shop for beauty – bringing together All Things Beauty, All in One Place^®^. Today, Ulta Beauty operates 1,411 retail stores across 50 states and also distributes its products through its website, which includes a collection of tips, tutorials, and social content. For more information, visit www.ulta.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect the Company’s current views with respect to, among other things, future events and financial performance. These statements can be identified by the use of forward-looking words such as “outlook,” “believes,” “expects,” “plans,” “estimates,” “targets,” “strategies” or other comparable words. Any forward-looking statements contained in this press release are based upon the Company’s historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by the Company or any other person that the future plans, estimates, targets, strategies or expectations contemplated by the Company will be achieved. Such forward-looking statements are subject to various risks and uncertainties, which include, without limitation:

●	macroeconomic conditions, including inflation, elevated interest rates and recessionary concerns, as well as continuing labor cost pressures, and transportation and shipping cost pressures, have had, and may continue to have, a negative impact on our business, financial condition, profitability, and cash flows (including future uncertain impacts);
●	changes in the overall level of consumer spending and volatility in the economy, including as a result of macroeconomic conditions and geopolitical events;
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●	our ability to sustain our growth plans and successfully implement our long-range strategic and financial plan;
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●	the ability to execute our operational excellence priorities, including continuous improvement, Project SOAR (the replacement of our enterprise resource planning platform), and supply chain optimization;
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●	our ability to gauge beauty trends and react to changing consumer preferences in a timely manner;
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●	the possibility that we may be unable to compete effectively in our highly competitive markets;
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●	the possibility of significant interruptions in the operations of our distribution centers, fast fulfillment centers, and market fulfillment centers;
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●	the possibility that cybersecurity or information security breaches and other disruptions could compromise our information or result in the unauthorized disclosure of confidential information;
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●	the possibility of material disruptions to our information systems, including our Ulta.com website and mobile applications;
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●	the failure to maintain satisfactory compliance with applicable privacy and data protection laws and regulations;
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●	changes in the good relationships we have with our brand partners, our ability to continue to obtain sufficient merchandise from our brand partners, and/or our ability to continue to offer permanent or temporary exclusive products of our brand partners;
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●	our ability to effectively manage our inventory and protect against inventory shrink;
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●	changes in the wholesale cost of our products and/or interruptions at our brand partners’ or third-party vendors’ operations;
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●	epidemics, pandemics or natural disasters, which could negatively impact sales;
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●	the possibility that new store openings and existing locations may be impacted by developer or co-tenant issues;
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●	our ability to attract and retain key executive personnel;
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●	the impact of climate change on our business operations and/or supply chain;
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●	our ability to successfully execute our common stock repurchase program or implement future common stock repurchase programs;
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●	a decline in operating results which could lead to asset impairment and store closure charges; and
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●	other risk factors detailed in the Company’s public filings with the Securities and Exchange Commission (the SEC), including risk factors contained in its Annual Report on Form 10-K for the fiscal year ended February 3, 2024, as such may be amended or supplemented in its subsequently filed Quarterly Reports on Form 10-Q.
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The Company’s filings with the SEC are available at www.sec.gov. Except to the extent required by the federal securities laws, the Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact:

Kiley Rawlins, CFA

Vice President, Investor Relations

krawlins@ulta.com

Media Contact:

Crystal Carroll

Senior Director, Public Relations

ccarroll@ulta.com

Exhibit 1

Ulta Beauty, Inc.

Consolidated Statements of Income

(In thousands, except per share data)


	13 Weeks Ended
	August 3,			July 29,
	2024			2023
	(Unaudited)			(Unaudited)
Net sales	$	2,552,087	100.0%	$	2,529,809	100.0%
Cost of sales		1,573,910	61.7%		1,536,197	60.7%
Gross profit		978,177	38.3%		993,612	39.3%

Selling, general and administrative expenses		644,821	25.3%		600,692	23.7%
Pre-opening expenses		4,155	0.2%		1,278	0.1%
Operating income		329,201	12.9%		391,642	15.5%
Interest income, net		(4,526)	(0.2%)		(4,449)	(0.2%)
Income before income taxes		333,727	13.1%		396,091	15.7%
Income tax expense		81,171	3.2%		95,989	3.8%
Net income	$	252,556	9.9%	$	300,102	11.9%

Net income per common share:
Basic	$	5.32		$	6.05
Diluted	$	5.30		$	6.02

Weighted average common shares outstanding:
Basic		47,505			49,617
Diluted		47,667			49,849

Exhibit 2

Ulta Beauty, Inc.

Consolidated Statements of Income

(In thousands, except per share data)


	26 Weeks Ended
	August 3,			July 29,
	2024			2023
	(Unaudited)			(Unaudited)
Net sales	$	5,277,935	100.0%	$	5,164,072	100.0%
Cost of sales		3,229,978	61.2%		3,115,603	60.3%
Gross profit		2,047,957	38.8%		2,048,469	39.7%

Selling, general and administrative expenses		1,310,734	24.8%		1,212,821	23.5%
Pre-opening expenses		7,074	0.1%		1,936	0.0%
Operating income		730,149	13.8%		833,712	16.1%
Interest income, net		(11,426)	(0.2%)		(11,797)	(0.2%)
Income before income taxes		741,575	14.1%		845,509	16.4%
Income tax expense		175,906	3.3%		198,356	3.8%
Net income	$	565,669	10.7%	$	647,153	12.5%

Net income per common share:
Basic	$	11.83		$	12.97
Diluted	$	11.78		$	12.90

Weighted average common shares outstanding:
Basic		47,815			49,885
Diluted		48,022			50,157

Exhibit 3

Ulta Beauty, Inc.

Condensed Consolidated Balance Sheets

(In thousands)


		August 3,		February 3,		July 29,
		2024		2024		2023
		(Unaudited)				(Unaudited)
Assets	****
Current assets:
Cash and cash equivalents		$	413,962	$	766,594	$	388,627
Receivables, net			200,863		207,939		174,444
Merchandise inventories, net			1,998,286		1,742,136		1,815,539
Prepaid expenses and other current assets			132,023		115,598		110,524
Prepaid income taxes			53,607		4,251		30,114
Total current assets			2,798,741		2,836,518		2,519,248

Property and equipment, net			1,225,850		1,182,335		1,073,144
Operating lease assets			1,599,735		1,574,530		1,549,146
Goodwill			10,870		10,870		10,870
Other intangible assets, net			357		510		718
Deferred compensation plan assets			46,280		43,516		40,087
Other long-term assets			55,575		58,732		55,547
Total assets		$	5,737,408	$	5,707,011	$	5,248,760

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	566,904	$	544,001	$	521,315
Accrued liabilities			348,042		382,468		328,247
Deferred revenue			394,987		436,591		354,253
Current operating lease liabilities			281,301		283,821		287,359
Accrued income taxes			—		11,310		—
Total current liabilities			1,591,234		1,658,191		1,491,174

Non-current operating lease liabilities			1,647,698		1,627,271		1,593,040
Deferred income taxes			88,461		85,921		56,012
Other long-term liabilities			61,855		56,300		56,657
Total liabilities			3,389,248		3,427,683		3,196,883

Commitments and contingencies

Total stockholders’ equity			2,348,160		2,279,328		2,051,877
Total liabilities and stockholders’ equity		$	5,737,408	$	5,707,011	$	5,248,760

Exhibit 4

Ulta Beauty, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)


	26 Weeks Ended
	August 3,		July 29,
	2024		2023
	(Unaudited)		(Unaudited)
Operating activities
Net income	$	565,669	$	647,153
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		130,053		119,862
Non-cash lease expense		163,481		152,867
Deferred income taxes		2,540		666
Stock-based compensation expense		19,272		21,539
Loss on disposal of property and equipment		5,204		3,878
Change in operating assets and liabilities:
Receivables		7,076		24,978
Merchandise inventories		(256,150)		(212,088)
Prepaid expenses and other current assets		(16,425)		19,722
Income taxes		(60,666)		8,194
Accounts payable		29,715		(38,752)
Accrued liabilities		(33,634)		(102,763)
Deferred revenue		(41,604)		(40,424)
Operating lease liabilities		(170,779)		(163,527)
Other assets and liabilities		15,127		(12,497)
Net cash provided by operating activities		358,879		428,808

Investing activities
Capital expenditures		(186,301)		(204,748)
Other investments		(5,091)		(1,687)
Net cash used in investing activities		(191,392)		(206,435)

Financing activities
Repurchase of common shares		(501,768)		(559,011)
Stock options exercised		9,196		9,147
Purchase of treasury shares		(23,459)		(21,759)
Debt issuance costs		(4,088)		—
Net cash used in financing activities		(520,119)		(571,623)

Net decrease in cash and cash equivalents		(352,632)		(349,250)
Cash and cash equivalents at beginning of period		766,594		737,877
Cash and cash equivalents at end of period	$	413,962	$	388,627

Exhibit 5

Ulta Beauty, Inc.

Store Update


	Total stores open	Number of stores	Number of stores	Total stores
	at beginning of the	opened during the	closed during the	open at
Fiscal 2024	quarter	quarter	quarter	end of the quarter
1^st^ Quarter	1,385	12	2	1,395
2^nd^ Quarter	1,395	17	1	1,411


		Gross square feet for
	Total gross square	stores opened or	Gross square feet for	Total gross square
	feet at beginning of	expanded during the	stores closed	feet at end of the
Fiscal 2024	the quarter	quarter	during the quarter	quarter
1^st^ Quarter	14,515,593	114,786	15,615	14,614,764
2^nd^ Quarter	14,614,764	178,624	10,800	14,782,588

Exhibit 6

Ulta Beauty, Inc.

Sales by Category

The following tables set forth the approximate percentage of net sales by primary category:


		13 Weeks Ended
	****	August 3,	****	July 29,
		2024		2023
Cosmetics		39%		40%
Skincare		24%		23%
Haircare		20%		22%
Fragrance		11%		9%
Services		4%		4%
Other		2%		2%
		100%		100%


		26 Weeks Ended
	****	August 3,	****	July 29,
		2024		2023
Cosmetics		40%		42%
Skincare		24%		22%
Haircare		19%		21%
Fragrance		11%		9%
Services		4%		4%
Other		2%		2%
		100%		100%

Certain sales departments were reclassified between categories in the prior year to conform to current year presentation, including moving the bath category from Fragrance to Skincare.