Urban Outfitters Inc (URBN) SEC Quarterly Report (10-Q) for Q4 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 October 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 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, 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-107,642,283 shares outstanding on December 4, 2018.

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

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

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

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

	Condensed Consolidated Statement of Shareholders' Equity for the nine months ended October 31, 2018	4

	Condensed Consolidated Statements of Cash Flows for the nine months ended October 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	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and the Use of Proceeds	28

Item 6.	Exhibits	29

	Signatures	30

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

(unaudited)

	October 31,			January 31,			October 31,
	2018			2018			2017
ASSETS
Current assets:
Cash and cash equivalents	$	329,021		$	282,220		$	234,726
Marketable securities		237,391			165,125			93,228
Accounts receivable, net of allowance for doubtful accounts of $1,572, $1,326 and $710, respectively		90,954			76,962			78,348
Inventory		451,659			351,395			449,957
Prepaid expenses and other current assets		139,774			103,055			111,050
Total current assets		1,248,799			978,757			967,309
Property and equipment, net		808,883			813,768			829,106
Marketable securities		36,033			58,688			41,254
Deferred income taxes and other assets		103,327			101,567			115,778
Total Assets	$	2,197,042		$	1,952,780		$	1,953,447
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	191,684		$	128,246		$	208,567
Accrued expenses, accrued compensation and other current liabilities		263,289			231,968			214,506
Total current liabilities		454,973			360,214			423,073
Long-term debt		-			-			-
Deferred rent and other liabilities		281,460			291,663			245,566
Total Liabilities		736,433			651,877			668,639
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, 107,638,846, 108,248,568 and 108,248,471 shares issued and outstanding, respectively		11			11			11
Additional paid-in-capital		-			684			-
Retained earnings		1,492,691			1,310,859			1,309,541
Accumulated other comprehensive loss		(32,093	)		(10,651	)		(24,744	)
Total Shareholders' Equity		1,460,609			1,300,903			1,284,808
Total Liabilities and Shareholders' Equity	$	2,197,042		$	1,952,780		$	1,953,447

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