Quarterly Report (10-q)

Date : 05/30/2019 @ 8:23PM
Source : Edgar (US Regulatory)
Stock : Ulta Beauty Inc (ULTA)
Quote : 262.24  26.22 (11.11%) @ 9:09PM

Quarterly Report (10-q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended May 4, 2019

or

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____________ to _____________

Commission File Number: 001‑33764

ULTA BEAUTY, INC.

(Exact name of Registrant as specified in its charter)


incorporation or organization)

 


Identification No.)

 

Delaware

(State or other jurisdiction of
incorporation or organization)

38‑4022268

(I.R.S. Employer
Identification No.)

1000 Remington Blvd., Suite 120

Bolingbrook, Illinois

(Address of principal executive offices)

60440

(Zip code)

 

Registrant’s telephone number, including area code: (630) 410‑4800

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act. (Check one):

Large accelerated filer ☒                                     Accelerated filer ☐

Non- accelerated filer ☐     Smaller reporting company ☐      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. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).  Yes  No

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of May 24, 2019 was 58,457,743 shares.

 

 

 

 

ULTA BEAUTY, INC.

TABLE OF CONTENTS

 

 

 

 

Part I - Financial Information  

 

 

 

Item 1.    Financial Statements  

 

            Consolidated Balance Sheets

3

            Consolidated Statements of Income

4

            Consolidated Statements of Cash Flows

5

            Consolidated Statements of Stockholders’ Equity

6

            Notes to Consolidated Financial Statements

7

 

 

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations  

16

 

 

Item 3.    Quantitative and Qualitative Disclosures about Market Risk  

23

 

 

Item 4.    Controls and Procedures  

23

 

 

Part II - Other Information  

24

 

 

Item 1.    Legal Proceedings  

24

 

 

Item 1A. Risk Factors  

24

 

 

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds  

24

 

 

Item 3.    Defaults Upon Senior Securities  

24

 

 

Item 4.    Mine Safety Disclosures  

25

 

 

Item 5.    Other Information  

25

 

 

Item 6.    Exhibits  

25

 

 

SIGNATURES  

26

 

 

 

 

 

 

2

Part I - Financial Information

Item 1. Financial Statements

Ulta Beauty, Inc.

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

May 4,

 

February 2,

 

May 5,

(In thousands, except per share data)

    

2019

    

2019

    

2018

Assets

 

 

(Unaudited)

 

 

 

 

 

(Unaudited)

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

326,831

 

$

409,251

 

$

231,886

Short-term investments

 

 

195,000

 

 

 —

 

 

237,193

Receivables, net

 

 

110,046

 

 

136,168

 

 

100,274

Merchandise inventories, net

 

 

1,250,037

 

 

1,214,329

 

 

1,136,816

Prepaid expenses and other current assets

 

 

137,173

 

 

138,116

 

 

96,530

Prepaid income taxes

 

 

245

 

 

16,997

 

 

 —

Total current assets

 

 

2,019,332

 

 

1,914,861

 

 

1,802,699

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

1,205,919

 

 

1,226,029

 

 

1,190,969

Operating lease assets

 

 

1,479,132

 

 

 —

 

 

 —

Goodwill

 

 

10,870

 

 

10,870

 

 

 —

Other intangible assets, net

 

 

4,085

 

 

4,317

 

 

 —

Deferred compensation plan assets

 

 

23,910

 

 

20,511

 

 

18,494

Other long-term assets

 

 

23,105

 

 

14,584

 

 

10,087

Total assets

 

$

4,766,353

 

$

3,191,172

 

$

3,022,249

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

407,345

 

$

404,016

 

$

372,664

Accrued liabilities

 

 

227,156

 

 

220,666

 

 

179,659

Deferred revenue

 

 

182,993

 

 

199,054

 

 

140,764

Current operating lease liabilities

 

 

211,432

 

 

 —

 

 

 —

Accrued income taxes

 

 

16,679

 

 

 —

 

 

52,005

Total current liabilities

 

 

1,045,605

 

 

823,736

 

 

745,092

 

 

 

 

 

 

 

 

 

 

Non-current operating lease liabilities

 

 

1,654,401

 

 

 —

 

 

 —

Deferred rent

 

 

 —

 

 

434,980

 

 

414,219

Deferred income taxes

 

 

90,384

 

 

83,864

 

 

50,561

Other long-term liabilities

 

 

34,395

 

 

28,374

 

 

28,944

Total liabilities

 

 

2,824,785

 

 

1,370,954

 

 

1,238,816

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

 

Common stock, $0.01 par value, 400,000 shares authorized; 59,262,  59,232, and 60,998 shares issued; 58,587,  58,584, and 60,356 shares outstanding; at May 4, 2019 (unaudited), February 2, 2019, and May 5, 2018 (unaudited), respectively

 

 

593

 

 

592

 

 

610

Treasury stock-common, at cost

 

 

(34,091)

 

 

(24,908)

 

 

(23,598)

Additional paid-in capital

 

 

786,753

 

 

738,671

 

 

711,597

Retained earnings

 

 

1,188,313

 

 

1,105,863

 

 

1,094,824

Total stockholders’ equity

 

 

1,941,568

 

 

1,820,218

 

 

1,783,433

Total liabilities and stockholders’ equity

 

$

4,766,353

 

$

3,191,172

 

$

3,022,249

 

See accompanying notes to consolidated financial statements.

3

Ulta Beauty, Inc.

Consolidated Statements of Income

(Unaudited)

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

 

May 4,

 

May 5,

(In thousands, except per share data)

    

2019

 

2018

Net sales

 

$

1,743,029

 

$

1,543,667

Cost of sales

 

 

1,098,182

 

 

982,954

Gross profit

 

 

644,847

 

 

560,713

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

403,133

 

 

345,624

Pre-opening expenses

 

 

4,174

 

 

5,247

Operating income

 

 

237,540

 

 

209,842

Interest income, net

 

 

(2,046)

 

 

(1,325)

Income before income taxes

 

 

239,586

 

 

211,167

Income tax expense

 

 

47,365

 

 

46,771

Net income

 

$

192,221

 

$

164,396

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

Basic

 

$

3.28

 

$

2.71

Diluted

 

$

3.26

 

$

2.70

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

Basic

 

 

58,631

 

 

60,610

Diluted

 

 

58,993

 

 

60,909

 

 

See accompanying notes to consolidated financial statements.

 

4

Ulta Beauty, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

 

 

May 4,

 

May 5,

 

(In thousands)

    

2019

    

2018

 

Operating activities

 

 

 

 

 

 

 

Net income

 

$

192,221

 

$

164,396

 

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

    

 

 

 

 

 

 

Depreciation and amortization

 

 

71,810

 

 

68,789

 

Non-cash lease expense

 

 

75,231

 

 

 —

 

Deferred income taxes

 

 

6,520

 

 

1,473

 

Stock-based compensation expense

 

 

6,030

 

 

6,170

 

Loss on disposal of property and equipment

 

 

1,365

 

 

798

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

Receivables

 

 

8,654

 

 

(555)

 

Merchandise inventories

 

 

(35,708)

 

 

(40,392)

 

Prepaid expenses and other current assets

 

 

(24,317)

 

 

2,136

 

Income taxes

 

 

33,431

 

 

39,393

 

Accounts payable

 

 

3,329

 

 

46,906

 

Accrued liabilities

 

 

9,971

 

 

48,182

 

Deferred revenue

 

 

(16,061)

 

 

(66,992)

 

Operating lease liabilities

 

 

(67,635)

 

 

 —

 

Deferred rent

 

 

 —

 

 

6,303

 

Other assets and liabilities

 

 

6,837

 

 

656

 

Net cash provided by operating activities

 

 

271,678

 

 

277,263

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

Purchases of short-term investments

 

 

(195,000)

 

 

(237,193)

 

Proceeds from short-term investments

 

 

 —

 

 

120,000

 

Purchases of property and equipment

 

 

(71,836)

 

 

(74,259)

 

Purchases of equity investments

 

 

(12,736)

 

 

 —

 

Net cash used in investing activities

 

 

(279,572)

 

 

(191,452)

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

Repurchase of common shares

 

 

(107,399)

 

 

(133,051)

 

Stock options exercised

 

 

42,056

 

 

6,512

 

Purchase of treasury shares

 

 

(9,183)

 

 

(4,831)

 

Net cash used in financing activities

 

 

(74,526)

 

 

(131,370)

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

(82,420)

 

 

(45,559)

 

Cash and cash equivalents at beginning of period

 

 

409,251

 

 

277,445

 

Cash and cash equivalents at end of period

 

$

326,831

 

$

231,886

 

 

 

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

 

 

Cash paid for income taxes (net of refunds)

    

$

2,327

 

$

5,617

 

Non-cash investing activities:

 

 

 

 

 

 

 

Change in property and equipment included in accrued liabilities

 

$

(2,020)

 

$

(3,369)

 

 

See accompanying notes to consolidated financial statements.

5

Ulta Beauty, Inc.

Consolidated Statements of Stockholders’ Equity

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury -

 

 

 

 

 

 

 

 

 

Common Stock

 

Common Stock

 

Additional

 

 

 

Total

 

 

Issued

 

 

 

Treasury 

 

 

 

Paid-In 

 

Retained

 

Stockholders'

(In thousands)

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Earnings

    

Equity

Balance – February 3, 2018

 

61,441

 

$

614

 

(619)

 

$

(18,767)

 

$

698,917

 

$

1,093,453

 

$

1,774,217

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

164,396

 

 

164,396

Stock-based compensation

 

 —

 

 

 —

 

 —

 

 

 —

 

 

6,170

 

 

 —

 

 

6,170

Adoption of accounting standards - ASC 606

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(29,980)

 

 

(29,980)

Stock options exercised and other awards

 

176

 

 

 2

 

 —

 

 

 —

 

 

6,510

 

 

 —

 

 

6,512

Purchase of treasury shares

 

 —

 

 

 —

 

(23)

 

 

(4,831)

 

 

 —

 

 

 —

 

 

(4,831)

Repurchase of common shares

 

(619)

 

 

(6)

 

 —

 

 

 —

 

 

 —

 

 

(133,045)

 

 

(133,051)

Balance – May 5, 2018

 

60,998

 

$

610

 

(642)

 

$

(23,598)

 

$

711,597

 

$

1,094,824

 

$

1,783,433

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – February 2, 2019

 

59,232

 

$

592

 

(648)

 

$

(24,908)

 

$

738,671

 

$

1,105,863

 

$

1,820,218

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

192,221

 

 

192,221

Stock-based compensation

 

 —

 

 

 —

 

 —

 

 

 —

 

 

6,030

 

 

 —

 

 

6,030

Adoption of accounting standards - ASC 842

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(2,375)

 

 

(2,375)

Stock options exercised and other awards

 

348

 

 

 4

 

 —

 

 

 —

 

 

42,052

 

 

 —

 

 

42,056

Purchase of treasury shares

 

 —

 

 

 —

 

(27)

 

 

(9,183)

 

 

 —

 

 

 —

 

 

(9,183)

Repurchase of common shares

 

(318)

 

 

(3)

 

 —

 

 

 —

 

 

 —

 

 

(107,396)

 

 

(107,399)

Balance – May 4, 2019

 

59,262

 

$

593

 

(675)

 

$

(34,091)

 

$

786,753

 

$

1,188,313

 

$

1,941,568

 

See accompanying notes to consolidated financial statements.

 

6

Ulta Beauty, Inc.

Notes to Consolidated Financial Statements

(In thousands, except per share and store count data) (Unaudited)

1. Business and basis of presentation

On January 29, 2017, Ulta Salon, Cosmetics & Fragrance, Inc. implemented a holding company reorganization. Pursuant to the reorganization, Ulta Beauty, Inc., which was incorporated as a Delaware corporation in December 2016, became the successor to Ulta Salon, Cosmetics & Fragrance, Inc., the former publicly-traded company and now a wholly owned subsidiary of Ulta Beauty, Inc. As used in these notes and throughout this Quarterly Report on Form 10‑Q, all references to “we,” “us,” “our,” “Ulta Beauty,” or the “Company” refer to Ulta Beauty, Inc. and its consolidated subsidiaries.

The Company was originally founded in 1990 to operate specialty retail stores selling cosmetics, fragrance, haircare and skincare products, and related accessories and services. The stores also feature full-service salons. As of May 4, 2019, the Company operated 1,196 stores across 50 states, as shown in the table below.

 

 

 

 

 

 

 

 

 

Number of

 

 

 

Number of

Location

    

stores

    

Location

    

stores

Alabama

 

21

 

Montana

 

6

Alaska

 

3

 

Nebraska

 

5

Arizona

 

27

 

Nevada

 

14

Arkansas

 

10

 

New Hampshire

 

7

California

 

154

 

New Jersey

 

35

Colorado

 

25

 

New Mexico

 

6

Connecticut

 

16

 

New York

 

47

Delaware

 

3

 

North Carolina

 

32

Florida

 

83

 

North Dakota

 

3

Georgia

 

36

 

Ohio

 

41

Hawaii

 

4

 

Oklahoma

 

20

Idaho

 

8

 

Oregon

 

14

Illinois

 

55

 

Pennsylvania

 

43

Indiana

 

23

 

Rhode Island

 

3

Iowa

 

10

 

South Carolina

 

20

Kansas

 

12

 

South Dakota

 

2

Kentucky

 

14

 

Tennessee

 

24

Louisiana

 

18

 

Texas

 

105

Maine

 

3

 

Utah

 

14

Maryland

 

24

 

Vermont

 

1

Massachusetts

 

19

 

Virginia

 

29

Michigan

 

46

 

Washington

 

33

Minnesota

 

17

 

West Virginia

 

7

Mississippi

 

9

 

Wisconsin

 

20

Missouri

 

23

 

Wyoming

 

2

 

 

 

 

Total

 

1,196

The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10‑Q and the U.S. Securities and Exchange Commission’s Article 10, Regulation S-X. These financial statements were prepared on a consolidated basis to include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts, transactions, and unrealized profit were eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, which are of a normal

7

recurring nature, necessary to fairly state the financial position and results of operations and cash flows for the interim periods presented.

The Company’s business is subject to seasonal fluctuation. Significant portions of the Company’s net sales and net income are realized during the fourth quarter of the fiscal year due to the holiday selling season. The results for the 13 weeks ended May 4, 2019 are not necessarily indicative of the results to be expected for the fiscal year ending February 1, 2020, or for any other future interim period or for any future year.

These interim consolidated financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10‑K for the year ended February 2, 2019. All amounts are stated in thousands, with the exception of per share amounts and number of stores.

2. Summary of significant accounting policies

Information regarding the Company’s significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the Company’s Annual Report on Form 10‑K for the year ended February 2, 2019. Presented below and in the following notes is supplemental information that should be read in conjunction with “Notes to Consolidated Financial Statements” in the Annual Report.

Fiscal quarter

The Company’s quarterly periods are the 13 weeks ending on the Saturday closest to April 30, July 31, October 31, and January 31. The Company’s first quarter in fiscal 2019 and 2018 ended on May 4, 2019 and May 5, 2018, respectively.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Recent accounting pronouncements not yet adopted

Intangibles – Goodwill and Other-Internal-Use Software

In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-15, Intangibles – Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customers Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which clarifies and aligns the accounting for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This guidance is effective for interim and annual reporting periods beginning after December 15, 2019 and should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Early adoption is permitted. The adoption of ASU 2018-15 is not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. 

Recently adopted accounting pronouncements

Leases

In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842). The guidance in ASU 2016-02 and subsequently issued amendments requires lessees to capitalize virtually all leases with terms of more than twelve months on the balance sheet as a right-of-use asset and recognize an associated lease liability. The right-of-use asset represents the lessee’s right to use, or control the use of, a specified asset for the specified lease term. The lease liability represents the lessee’s obligation to make lease payments arising from the lease, measured on a discounted basis. Based on certain characteristics, leases are classified as financing or operating leases and their classification impacts the recognition of expense in the income statement. Entities are allowed to apply the modified retrospective approach (1) retrospectively to each comparative period presented or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment.

8

The Company adopted the new standard on February 3, 2019 using the modified retrospective approach by recognizing and measuring leases without revising comparative period information or disclosures. The Company elected the transition package of three practical expedients permitted within the standard, which among other things, allows for the carryforward of historical lease classifications. In addition, the Company elected to apply the practical expedient that allows for the combination of lease and non-lease components for all asset classes. The Company made an accounting policy election to keep leases with terms of twelve months or less off the balance sheet and recognize those lease payments on a straight-line basis over the lease term.

The adoption of ASU 2016‑02, resulted in the recording of operating lease assets and liabilities of $1,460,866 and $1,839,970 within the consolidated balance sheet, respectively, as of February 3, 2019. As part of the adoption, the Company recorded an adjustment to retained earnings of $2,375. The standard did not materially impact the Company’s consolidated results of operations and had no impact on cash flows. See Note 6, “Leases,” for further details.

The impact to the Company’s opening consolidated balance sheet as of February 3, 2019 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

Effect of Adopting

 

Balance at

(In thousands)

    

February 2, 2019

    

ASC 842

    

February 3, 2019

Assets

 

 

 

 

 

 

(Unaudited)

Receivables, net

 

$

136,168

 

$

(17,468)

 

$

118,700

Prepaid expenses and other current assets

 

 

138,116

 

 

(25,260)

 

 

112,856

Property and equipment, net

 

 

1,226,029

 

 

(16,983)

 

 

1,209,046

Operating lease assets

 

 

 —

 

 

1,460,866

 

 

1,460,866

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

 

Accrued liabilities

 

 

220,666

 

 

(1,460)

 

 

219,206

Current operating lease liabilities

 

 

 —

 

 

210,721

 

 

210,721

Deferred rent

 

 

434,980

 

 

(434,980)

 

 

 —

Non-current operating lease liabilities

 

 

 —

 

 

1,629,249

 

 

1,629,249

Retained earnings

 

 

1,105,863

 

 

(2,375)

 

 

1,103,488

 

 

3. Acquisitions

The Company continues to make investments to evolve the customer experience, with a strong emphasis on integrating technology across the business. To support these efforts, the Company paid $13,606 to acquire two technology companies in fiscal 2018.

On September 10, 2018, the Company acquired QM Scientific, an artificial intelligence technology company. The acquisition is not material to the Company’s consolidated financial statements.

On October 29, 2018, the Company acquired GlamST, an augmented reality technology company. The acquisition is not material to the Company’s consolidated financial statements.

9

4 . Revenue

The Company’s net sales include retail stores and e-commerce merchandise sales as well as salon services and other revenue. Other revenue sources include the private label credit card and co-branded credit card programs, as well as deferred revenue related to the loyalty program and gift card breakage.

Disaggregated revenue

 

The following table sets forth the approximate percentage of net sales by primary category:

 

 

 

 

 

 

 

 

13 Weeks Ended  

(Percentage of net sales)

May 4, 2019

 

May 5, 2018

Cosmetics

 

53%

  

 

54%

Skincare, Bath & Fragrance

  

21%

 

  

20%

Haircare Products & Styling Tools

  

17%

 

  

17%

Services

 

5%

 

 

6%

Other (nail products, accessories, and other)

  

4%

 

  

3%

 

 

100%

 

 

100%

 

Deferred revenue

 

Deferred revenue primarily represents contract liabilities for the Company’s obligation to transfer additional goods or services to a guest for which the Company has received consideration, such as unredeemed Ultamate Rewards loyalty points and unredeemed Ulta Beauty gift cards. In addition, the Company recognizes breakage on gift cards proportionately as redemption occurs.

 

The following table provides a summary of the changes included in deferred revenue:

 

 

 

 

 

 

 

13 Weeks Ended

 

May 4, 2019

 

May 5, 2018

Beginning balance

$

193,585

 

$

110,103

Adoption of ASC 606

 

 —

 

 

38,773

Additions to contract liabilities (1)

 

71,790

 

 

85,834

Deductions to contract liabilities (2)

 

(91,454)

 

 

(104,119)

Ending balance

$

173,921

 

$

130,591


(1)

Loyalty points and gift cards issued in the current period but not redeemed or expired.

(2)

Revenue recognized in the current period related to the beginning liability.

 

 

5. Goodwill and other intangible assets  

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $10,870 at May 4, 2019 and February 2, 2019, respectively.  The Company did not have any goodwill as of May 5, 2018.  No additional goodwill was recognized during the 13 weeks ended May 4, 2019.  The Company reviews the recoverability of goodwill annually during the fourth quarter or more frequently if an event occurs or circumstances change that would indicate that impairment may exist. 

10

Other intangible assets with finite useful lives are amortized over their useful lives. The Company reviews the recoverability of long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.

6. Leases

The Company determines whether an arrangement is or contains a lease at contract inception. The Company leases retail stores, distribution centers, and corporate offices under non-cancellable operating leases with various expiration dates through 2032. Leases generally have an initial lease term of 10 years and include renewal options under substantially the same terms and conditions as the original leases. Leases do not contain any material residual value guarantees or material restrictive covenants.

 

The lease classification evaluation begins at the commencement date. The lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. All r etail store, distribution center, and corporate office leases are classified as operating leases. The Company does not have any finance leases.

 

Total rent payable is recorded during the lease term, including rent escalations in which the amount of future rent is certain or fixed on the straight-line basis over the term of the lease (including the rent holiday period beginning upon control of the premises, and any fixed payments stated in the lease). For leases with an initial term greater than 12 months, a related lease liability is recorded on the balance sheet at the present value of future payments discounted at the estimated fully collateralized incremental borrowing rate (discount rate) corresponding with the lease term. In addition, a right-of-use asset is recorded as the initial amount of the lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any tenant improvement allowance incentives received. The difference between the minimum rents paid and the straight-line rent (deferred rent) is reflected within the associated right-of-use asset. Operating lease expense is recognized on a straight-line basis over the lease term. 

 

Certain leases contain provisions that require additional rent payments based upon sales volume (“variable lease cost”). Contingent rent is accrued each period as the liabilities are incurred, in addition to the straight-line rent expense. This results in some variability in lease expense as a percentage of revenues over the term of the lease in stores where contingent rent is paid.

 

Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet.  Short-term lease expense is recognized on a straight-line basis over the lease term.

 

The Company subleases certain real estate to third parties for stores with excess square footage space.

 

The Company does not separate lease and non-lease components (e.g., common area maintenance).

 

As the interest rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate corresponding with the lease term. As there are no outstanding borrowings under the Company’s credit facility, this rate is estimated based on prevailing market conditions, comparable company and credit analysis, and judgment. The incremental borrowing rate is reassessed if there is a change to the lease term or if a modification occurs and it is not accounted for as a separate contract.  

 

 

 

11

The following table presents supplemental balance sheet information, the weighted-average remaining lease term, and discount rate for operating leases as of May 4, 2019:

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

(In thousands)

 

Classification on the Balance Sheet

    

May 4, 2019

Right-of-use assets

 

Operating lease assets

 

$

1,479,132

 

 

 

 

 

 

Current lease liabilities

 

Current operating lease liabilities

 

 

211,432

Non-current lease liabilities

 

Non-current operating lease liabilities

 

 

1,654,401

Total lease liabilities

 

 

 

$

1,865,833

 

 

 

 

 

 

Weighted-average remaining lease term

 

 

    

 

7.4 years

Weighted-average discount rate

 

 

 

 

4.1%

 

Lease cost

The following table presents the components of lease cost for operating leases:

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

(In thousands)

    

Classification on the Statement of Income

    

May 4, 2019

Operating lease cost

 

Cost of sales (1)

 

$

71,342

Variable lease cost

 

Cost of sales

 

 

(1,800)

Short-term lease cost

 

Selling, general and administrative expenses

 

 

65

Sublease income

 

Net sales

 

 

(141)

Total lease cost

 

 

 

$

69,466


(1)  The majority of operating lease cost relates to retail stores and distribution centers and is classified within cost of sales. Operating lease cost for corporate offices is classified within selling, general and administrative expenses. Operating lease cost from lease commencement date through control date is classified within pre-opening expenses.

Other information

The following table presents supplemental disclosures of cash flow information related to operating leases:

 

 

 

 

 

 

 

 

 

    

13 Weeks Ended

(In thousands)

 

 

    

May 4, 2019

Cash paid for operating lease liabilities (1)

 

 

 

$

82,101

Operating lease assets obtained in exchange for operating lease liabilities (non-cash)

 

 

 

 

93,497


(1)

Excludes $18,175 related to cash received for tenant incentives. 

 

 

 

 

12

Maturity of lease liabilities

The following table presents maturities of operating lease liabilities as of May 4, 2019:

 

 

 

 

 

 

Fiscal year

 

 

    

(In thousands)

2019 (1)

 

 

 

$

200,921

2020

 

 

 

 

327,521

2021

 

 

 

 

314,307

2022

 

 

 

 

296,353

2023

 

 

 

 

260,928

2024 and thereafter

 

 

 

 

775,085

Total lease payments

 

 

 

$

2,175,115

Less: Imputed interest

 

 

 

 

(309,282)

Present value of operating lease liabilities

 

 

 

$

1,865,833


(1)

Excluding the 13 weeks ended May 4, 2019.

Included in the table above is $57,216 of future lease payments for operating leases executed but not yet commenced.

 

7. Commitments and contingencies

The Company is involved in various legal proceedings that are incidental to the conduct of the business including both class action and single plaintiff litigation. In the opinion of management, the amount of any liability with respect to these proceedings, either individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

8. Notes payable

On August 23, 2017, the Company entered into a Second Amended and Restated Loan Agreement (the Loan Agreement) with Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent and a Lender thereunder, Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Lead Arrangers and Bookrunners, JPMorgan Chase Bank, N.A., as Syndication Agent and a Lender, PNC Bank, National Association, as Documentation Agent and a Lender, and the other lenders party thereto. The Loan Agreement matures on August 23, 2022, provides maximum revolving loans equal to the lesser of $400,000 or a percentage of eligible owned inventory (which borrowing base may, at the election of the Company and satisfaction of certain conditions, include a percentage of eligible owned receivables and qualified cash), contains a $20,000 subfacility for letters of credit and allows the Company to increase the revolving facility by an additional $50,000, subject to the consent by each lender and other conditions. The Loan Agreement contains a requirement to maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 during such periods when availability under the Loan Agreement falls below a specified threshold. Substantially all of the Company’s assets are pledged as collateral for outstanding borrowings under the Loan Agreement. Outstanding borrowings bear interest at either a base rate or the London Interbank Offered Rate plus 1.25%, and the unused line fee is 0.20% per annum.

As of May 4, 2019, February 2, 2019, and May 5, 2018, the Company had no borrowings outstanding under the credit facility and the Company was in compliance with all terms and covenants of the Loan Agreement.

9. Fair value measurements

The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates their estimated fair values due to the short maturities of these instruments.

Fair value is measured using inputs from the three levels of the fair value hierarchy, which are described as follows:

·

Level 1 – observable inputs such as quoted prices for identical instruments in active markets.

·

Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data.

13

·

Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions.

 

As of May 4, 2019, February 2, 2019, and May 5, 2018, the Company held financial liabilities included in other long-term liabilities on the consolidated balance sheets of $25,648, $19,615, and $19,346, respectively, related to its non-qualified deferred compensation plan. The liabilities have been categorized as Level 2 as they are based on third-party reported values, which are based primarily on quoted market prices of underlying assets of the funds within the plan.

10. Investments

The Company’s short-term investments as of May 4, 2019 and May 5, 2018 consist of $195,000 and $237,193, respectively, in certificates of deposit. The Company did not have any short-term investments as of February 2, 2019. Short-term investments are carried at cost, which approximates fair value and are recorded in the consolidated balance sheets in short-term investments.

11. Stock-based compensation

The Company measures stock-based compensation expense on the grant date, based on the fair value of the award, and recognizes the expense on a straight-line basis over the requisite service period for awards expected to vest. The Company estimated the grant date fair value of stock options using a Black-Scholes valuation model using the following weighted-average assumptions for the periods indicated:

 

 

 

 

 

 

    

13 Weeks Ended

 

 

May 4,

 

May 5,

 

    

2019

    

2018

Volatility rate

 

31.0%

 

29.0%

Average risk-free interest rate

 

2.3%

 

2.4%

Average expected life (in years)

 

3.5

 

3.4

Dividend yield

 

None

 

None

The Company granted 97 and 163 stock options during the 13 weeks ended May 4, 2019 and May 5, 2018, respectively. The stock-based compensation expense against operating income for stock options was $2,120 and $2,208 for the 13 weeks ended May 4, 2019 and May 5, 2018, respectively. The weighted-average grant date fair value of these stock options was $89.91 and $50.10 for the 13 weeks ended May 4, 2019 and May 5, 2018, respectively. At May 4, 2019, there was approximately $22,944 of unrecognized stock-based compensation expense related to unvested stock options.

The Company issued 39 and 83 restricted stock units during the 13 weeks ended May 4, 2019 and May 5, 2018, respectively. The stock-based compensation expense charged against operating income for restricted stock units was $2,821 and $2,505 for the 13 weeks ended May 4, 2019 and May 5, 2018, respectively. At May 4, 2019, there was approximately $28,810 of unrecognized stock-based compensation expense related to restricted stock units.

The Company issued 21 and 33 performance-based restricted stock units during the 13 weeks ended May 4, 2019 and May 5, 2018, respectively. The stock-based compensation expense charged against operating income for performance-based restricted stock units was $1,711 and $1,457 for the 13 weeks ended May 4, 2019 and May 5, 2018, respectively. At May 4, 2019, there was approximately $15,198 of unrecognized stock-based compensation expense related to performance-based restricted stock units.

12. Income taxes

Income tax expense reflects the federal statutory tax rate and the weighted average state statutory tax rate for the states in which the Company operates stores. Income tax expense of $47,365 for the 13 weeks ended May 4, 2019 represents an effective tax rate of 19.8% , compared to $46,771 of tax expense representing an effective tax rate of 22.1% for the 13 weeks ended May 5, 2018. The lower effective tax rate is primarily due to income tax accounting for share-based compensation.

14

13. Net income per common share

The following is a reconciliation of net income and the number of shares of common stock used in the computation of net income per basic and diluted share:

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

 

May 4,

 

May 5,

(In thousands, except per share data)

    

2019

    

2018

Numerator for diluted net income per share – net income

    

$

192,221

 

$

164,396

 

 

 

 

 

 

 

Denominator for basic net income per share – weighted-average common shares

 

 

58,631

 

 

60,610

Dilutive effect of stock options and non-vested stock

 

 

362

 

 

299

Denominator for diluted net income per share

 

 

58,993

 

 

60,909

 

 

 

 

 

 

 

Net income per common share: