Urban Outfitters Inc (URBN) SEC Quarterly Report (10-Q) for Q3 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended July 31, 2018

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 000-22754

Urban Outfitters, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania	23-2003332
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

5000 South Broad Street, Philadelphia, PA	19112-1495
(Address of Principal Executive Offices)	(Zip Code)

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

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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 ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common shares, $0.0001 par value-109,134,684 shares outstanding on September 4, 2018.

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of July 31, 2018 , January 31, 2018 and July 31, 2017	1

	Condensed Consolidated Statements of Income for the three and six months ended July 31, 2018 and 201 7	2

	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 31, 2018 and 2017	3

	Condensed Consolidated Statement of Shareholders' Equity for the six months ended July 31, 2018	4

	Condensed Consolidated Statements of Cash Flows for the six months ended July 31, 2018 and 2017	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26

Item 4.	Controls and Procedures	26

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 6.	Exhibits	28

	Signatures	29

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

(unaudited)

	July 31,			January 31,			July 31,
	2018			2018			2017
ASSETS
Current assets:
Cash and cash equivalents	$	405,727		$	282,220		$	276,759
Marketable securities		198,166			165,125			110,195
Accounts receivable, net of allowance for doubtful accounts of $1,613, $1,326 and $592, respectively		90,646			76,962			75,530
Inventory		375,657			351,395			365,176
Prepaid expenses and other current assets		131,572			103,055			110,017
Total current assets		1,201,768			978,757			937,677
Property and equipment, net		807,084			813,768			843,058
Marketable securities		45,514			58,688			25,960
Deferred income taxes and other assets		104,169			101,567			115,906
Total Assets	$	2,158,535		$	1,952,780		$	1,922,601
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	149,947		$	128,246		$	159,756
Accrued expenses, accrued compensation and other current liabilities		279,991			231,968			210,399
Total current liabilities		429,938			360,214			370,155
Long-term debt		-			-			-
Deferred rent and other liabilities		284,925			291,663			243,633
Total Liabilities		714,863			651,877			613,788
Commitments and contingencies (see Note 12)
Shareholders' equity:
Preferred shares; $.0001 par value, 10,000,000 shares authorized, none issued		-			-			-
Common shares; $.0001 par value, 200,000,000 shares authorized, 108,951,308, 108,248,568 and 111,280,653 shares issued and outstanding, respectively		11			11			11
Additional paid-in-capital		18,770			684			-
Retained earnings		1,451,492			1,310,859			1,332,145
Accumulated other comprehensive loss		(26,601	)		(10,651	)		(23,343	)
Total Shareholders' Equity		1,443,672			1,300,903			1,308,813
Total Liabilities and Shareholders' Equity	$	2,158,535		$	1,952,780		$	1,922,601

The accompanying notes are an integral part of these condensed consolidated financial statements.