URBAN OUTFITTERS INC Management's Discussion and Analysis …

OverviewWe operate under three reportable segments – Retail, Wholesale and Nuuly. Our Retail segment consists of our Anthropologie, Free People, FP Movement, Terrain, Urban Outfitters and Menus & Venues brands. Our Retail segment consumer products and services are sold directly to our customers through our retail locations, websites, mobile applications, catalogs and customer contact centers and franchisee-owned stores.

The Wholesale segment consists of our Free People, FP Movement and Urban Outfitters brands that sell through department and specialty stores worldwide, digital businesses and our Retail segment. The Wholesale segment primarily designs, develops and markets apparel, intimates and activewear. Our Nuuly segment consists of the Nuuly brand, which offers customers with a more sustainable way to explore fashion.

Nuuly Rent is a monthly women’s apparel subscription rental service. Nuuly Thrift, which launched in October 2021, is a peer-to-peer resale marketplace where customers can buy and sell any brand of women’s, men’s, and kids’ apparel, shoes and accessories.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 2023 ended on January 31, 2023, our fiscal year 2022 ended on January 31, 2022, and our fiscal year 2021 ended on January 31, 2021.Current TrendsImpact of the Coronavirus Pandemic on Fiscal 2021In March 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic. Consequently, the Company announced that it temporarily closed all stores, offices and showrooms globally, but began to reopen stores in late April 2020. The Company’s distribution and fulfillment centers remained open to support the digital business and the Wholesale segment operations.

During the fourth quarter of fiscal 2021, certain store operations were again impacted by an additional round of temporary store closures and occupancy restrictions, primarily in Europe and Canada.In response to the COVID-19 pandemic, the Company took measures to protect its financial position and increase financial flexibility. During fiscal 2021, the Company recorded certain additional reserves, including inventory obsolescence reserves and an allowance for doubtful accounts for Wholesale segment customer accounts receivable and non-cash charges, primarily store impairment charges.Impact of the Coronavirus Pandemic on Fiscal 2022The COVID-19 pandemic continued to negatively impact the Company’s store operations during fiscal 2022 with residual impacts on store traffic and store sales resulting from store closures, primarily in Europe and Canada, occupancy restrictions and reduced store hours globally. During the second quarter of fiscal 2022, all remaining COVID-19 government mandated store closures in Europe and Canada expired, although some capacity restrictions continued in certain European and Canadian stores.

The COVID-19 pandemic and general unfavorable macroeconomic conditions also disrupted the Company’s global supply chain in fiscal 2022, leading to COVID-19 related factory and port closures, continued port congestion and shipping delays, which resulted in inventory receipt delays and an increase in inbound transportation costs. The Company made a strategic decision to accelerate receipt of certain product categories earlier in the third and fourth quarters of fiscal 2022 in an attempt to minimize the impact of such disruptions on the ability to fulfill customer demand.Impact of the Coronavirus Pandemic and Macroeconomic Uncertainties on Fiscal 2023 and Future OperationsThe COVID-19 pandemic and its effects on the global economy continued to impact the Company’s operations through fiscal 2023 and related government and private sector responsive actions could continue to affect its business operations. In the first half of fiscal 2023, the Company continued to experience global supply chain disruptions resulting in inventory receipt delays and, in response, the Company continued to further diversify its supply chain.

Beginning in the third quarter of fiscal 2023, timing of supply chain deliveries started to improve. The Company expects that its operations will continue to be influenced by economic pressures such as inflation and labor shortages, resulting in higher employee wage expense and lower levels of discretionary spending by its customers, particularly customers of the Urban Outfitters brand. Additionally, fluctuations in foreign currency rates may continue to impact the Company’s operating results.

The Company cannot reasonably estimate the duration and severity of existing and future macroeconomic conditions or current global issues that may have a material effect on the Company’s business and the global economy. As a result, current financial information may not be necessarily indicative of future operating results.Retail SegmentOur Retail segment omni-channel strategy enhances our customers’ brand experience by providing a seamless approach to the customer shopping experience. All available Company-owned Retail segment shopping channels are fully integrated, including retail locations, 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 Retail segment omni-channel and not the separate store or digital 20——————————————————————————–channels. We manage and analyze our performance based on a single Retail segment omni-channel rather than separate channels and believe that the Retail segment 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 digital channel net sales. A store is considered to be comparable if it has been open at least 12 full months, unless it was materially expanded or remodeled within that year or was not otherwise operating at its full capacity within that year due to store specific closures from events such as damage from fire, flood and natural weather events.

The Company did not remove stores that were closed or operating for an extended period of time at a reduced capacity due to the COVID-19 pandemic from the comparable stores net sales calculations. A digital channel is considered to be comparable if it has been operational for at least 12 full months. Sales from stores and digital channels that do not fall within the definition of comparable store or channel are considered to be non-comparable.

Franchise net sales and the effects of foreign currency translation are also considered non-comparable.We monitor Retail segment metrics including customer traffic, conversion rates, average units per transaction at our stores and on our websites and mobile applications and average unit selling price at our stores and average order value 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.Urban Outfitters targets young adults aged 18 to 28 through a unique merchandise mix, compelling store environment, social media and third-party digital platforms, websites and mobile applications and a product offering that includes women’s and men’s fashion apparel, activewear, intimates, footwear, accessories, home goods, electronics and beauty. A large portion of our merchandise is exclusive to Urban Outfitters, consisting of an assortment of products designed internally or designed in collaboration with third-party brands.

Urban Outfitters stores are in street locations in large metropolitan areas and select university communities, specialty centers and enclosed malls that accommodate our customers’ propensity not only to shop, but also to congregate with their peers. 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 its stores and sells merchandise through franchisee-owned stores in the Middle East. Urban Outfitters’ North American Retail segment net sales accounted for approximately 23.0% of consolidated net sales for fiscal 2023, compared to 27.5% for fiscal 2022.

European Retail segment net sales accounted for approximately 8.9% of consolidated net sales for fiscal 2023, compared to approximately 9.1% for fiscal 2022.The Anthropologie Group consists of the Anthropologie and Terrain brands. Merchandise at the Anthropologie brand is tailored to sophisticated and contemporary women aged 28 to 45. The internally designed and third-party brand product assortment includes women’s apparel, accessories, intimates, shoes, home furnishings, a diverse array of gifts and decorative items and beauty and wellness.

The brand also has a wedding collection consisting of wedding dresses, bridesmaid dresses, party dresses, bridal accessories and decor. 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, garden and outdoor living products, antiques, live plants, flowers, wellness products and accessories.

Anthropologie Group stores are located in specialty centers, upscale street locations and enclosed malls. The Anthropologie Group operates websites and mobile applications in North America and Europe that capture the spirit of its brands by offering a similar yet broader selection of merchandise as found in its stores, offers a catalog in North America that markets select merchandise, most of which is also available in Anthropologie brand stores and sells merchandise through franchisee-owned stores in the Middle East. The Anthropologie Group’s North American Retail segment net sales accounted for approximately 39.6% of consolidated net sales for fiscal 2023, compared to 37.4% for fiscal 2022.

European Retail segment net sales accounted for approximately 1.8% of consolidated net sales for fiscal 2023, compared to approximately 2.0% for fiscal 2022.The Free People Group consists of the Free People and FP Movement brands. The Free People brand 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 women’s apparel, intimates, FP Movement activewear, shoes, accessories, home products, gifts and beauty and wellness. The FP Movement brand offers performance-ready activewear, beyond-the-gym staples and wellness essentials.

Free People Group stores are located in enclosed malls, upscale street locations and specialty centers. The Free People Group 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 its stores, as well as substantially all of the Free People and FP Movement wholesale offerings. The Free People Group also offers catalogs that market select merchandise, most of which is also available in our Free People and FP Movement stores.

The Free People Group’s North American Retail segment net sales accounted for approximately 17.5% of consolidated net sales for fiscal 2023, compared to approximately 16.3% for fiscal 2022. European Retail segment net sales accounted for less than 1.0% of consolidated net sales for fiscal 2023 and fiscal 2022.The Menus & Venues brand focuses on a dining and event experience that provides excellence in food, beverage and service. The Menus & Venues brand net sales accounted for less than 1.0% of consolidated net sales for fiscal 2023 and fiscal 2022.Net sales from the Retail segment accounted for approximately 92.1%, 93.4% and 93.6% of total consolidated net sales for fiscal 2023, 2022 and 2021, respectively. 21——————————————————————————–Store data for fiscal 2023 was as follows: January 31, Stores Stores January 31, 2022 Opened Closed 2023Urban OutfittersUnited States 184 4 (5 ) 183Canada 18 – – 18Europe 59 3 – 62Urban Outfitters Global Total 261 7 (5 ) 263Anthropologie GroupUnited States 206 5 (4 ) 207Canada 11 – (1 ) 10Europe 21 1 (1 ) 21Anthropologie Group Global Total 238 6 (6 ) 238Free People GroupUnited States (1) 162 14 (2 ) 174Canada 5 – (2 ) 3Europe 6 5 – 11Free People Group Global Total 173 19 (4 ) 188Menus & VenuesUnited States 10 1 – 11Menus & Venues Total 10 1 – 11Total Company-Owned Stores 682 33 (15 ) 700Franchisee-Owned Stores (2) 3 5 – 8Total URBN 685 38 (15 ) 708(1)Eleven FP Movement stores were opened during the year ended January 31, 2023.

Thirty-one FP Movement stores were open as of January 31, 2023. (2) Franchisee-owned stores are located in the Middle East.Selling square footage by brand as of January 31, 2023 and January 31, 2022 wasas follows: January 31, January 31, 2023 2022 ChangeSelling square footage (in thousands):Urban Outfitters 2,272 2,264 0.4 %Anthropologie Group 1,812 1,813 (0.1 )%Free People Group (1) 392 367 6.8 %Total URBN (2) 4,476 4,444 0.7 %(1)Selling square footage for FP Movement was 40 and 25 as of January 31, 2023 and2022, respectively.(2)Menus & Venues restaurants and franchisee-owned stores are not included inselling square footage.We plan for future store growth for all three brands to come from expansion domestically and internationally, which may include opening stores in new and existing markets or entering into additional franchise or joint venture agreements. We plan for future digital channel growth to come from expansion domestically and internationally. 22——————————————————————————–Projected openings and closings for fiscal 2024 are as follows: January 31, Projected Projected January 31, 2023 Openings Closings 2024Urban Outfitters 263 8 (8 ) 263Anthropologie Group 238 8 (6 ) 240Free People Group (1) 188 17 (1 ) 204Menus & Venues 11 2 (1 ) 12Total Company-Owned Stores 700 35 (16 ) 719Franchisee-Owned Stores 8 2 – 10Total URBN 708 37 (16 ) 729(1)Includes 10 FP Movement projected store openings.Wholesale SegmentOur Wholesale segment consists of the Free People, FP Movement and Urban Outfitters brands that sell through department and specialty stores worldwide, digital businesses and our Retail segment. The Wholesale segment primarily designs, develops and markets young women’s contemporary casual apparel, intimates, FP Movement activewear and shoes under the Free People brand and the BDG and other own brand apparel collections under the Urban Outfitters brand.

The Anthropologie brand exited the wholesale business in the third quarter of fiscal 2021. Net sales from the Wholesale segment accounted for approximately 5.2%, 5.5% and 5.7% of total consolidated net sales for fiscal 2023, 2022 and 2021, respectively.Nuuly SegmentOur Nuuly segment consists of the Nuuly brand, which includes Nuuly Rent and Nuuly Thrift. Nuuly Rent is a monthly women’s apparel subscription rental service.

For a monthly fee, Nuuly subscribers can select rental product from a wide selection of the Company’s own brands, third-party market brands and one-of-a-kind vintage pieces via a custom-built, digital platform. Subscribers select their products each month, wear them as often as they like and then swap into new products the following month. Subscribers are also able to purchase the rented product.

Nuuly Thrift, which launched in October 2021, is a peer-to-peer resale marketplace where customers can buy and sell any brand of women’s, men’s, and kids’ apparel, shoes, and accessories. Sellers on Nuuly Thrift can transfer their earnings to their bank account or convert them to “Nuuly Cash,” a gift card with a bonus to be used at any of the Company’s brands. Nuuly Thrift earns a commission based on sales made in the marketplace.

Our Nuuly segment net sales accounted for approximately 2.7%, 1.1%, and less than 1.0% of consolidated net sales for fiscal 2023, 2022 and 2021, respectively.Critical Accounting Policies and EstimatesOur 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 the Audit Committee of our Board of Directors. Our significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

We believe that the following discussion addresses our critical accounting policies, which are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require management’s 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.Revenue RecognitionMerchandise: Merchandise is sold through retail stores, catalogs and the digital sales channel, as well as to wholesale customers, franchise partners and Nuuly customers.

Revenue is recognized when control of the promised goods is transferred to the customer. We have elected to treat shipping and handling as fulfillment activities and not a separate performance obligation. Accordingly, we will recognize merchandise revenue for the Retail segment for our single performance obligation at the point of sale, when furniture is delivered or at the time of shipment for non-furniture merchandise, which is when transfer of control to the customer occurs.

A Nuuly Rent customer may purchase merchandise in her possession that was included in the order that was delivered as part of the monthly subscription rental service. We recognize merchandise revenue for Nuuly Rent for our single performance obligation when the customer purchases the merchandise through the website or mobile application. Revenue does not include taxes assessed by governmental authorities, including value-added and other sales-related taxes, that are imposed on and concurrent with revenue-producing activities. 23——————————————————————————–Revenue is recognized net of estimated customer returns.

Retail segment return policies vary by brand, but generally provide for no time limit on returns and the refund to be issued in either the form of original payment or as a gift card. Payment for merchandise is tendered primarily by cash, check, credit card, debit card, gift card or alternative payment methods. Uncollectible accounts receivable in the Retail and Nuuly segments primarily results from unauthorized credit card transactions.

We maintain an allowance for doubtful accounts for our Wholesale segment accounts receivable, which we review on a regular basis and believe is sufficient to cover potential credit losses and billing adjustments. Payment terms in our Wholesale segment vary by customer with the most common being a net 30-day policy.Menus & Venues: Revenue from restaurant sales and events is recognized upon completion of the service when we satisfy our single performance obligation. Customer deposits may be received in advance for events, which represents a contract liability until we satisfy our performance obligation.Subscription Fees: Revenue for Nuuly Rent is primarily generated through monthly subscription fees.

The monthly subscription rental fee is recognized as revenue in the month the customer is billed. A customer may pause the monthly subscription, at which point the customer will not be billed for future months until the subscription is no longer on hold.Gift Cards: We account for a gift card transaction by recording a liability at the time the gift card is issued to the customer in exchange for consideration from the customer. At the time of issuance, we have an open performance obligation for the future delivery of promised goods or services.

The liability remains outstanding until the card is redeemed by the customer, at which time we recognize revenue. Over time, a portion of the outstanding gift cards will not be redeemed by the customer which we refer to as “breakage”. Revenue is recognized from breakage over time in proportion to gift card redemptions.

Judgment is used in determining the amount of breakage revenue to be recognized and is based on historical gift card redemption patterns. Gift card breakage revenue is included in net sales and is not material. Our gift cards do not expire.Sales Return ReserveWe record a reserve for estimated product returns where the sale has occurred during the period reported, but the return is likely to occur subsequent to the period reported.

The reserve for estimated product returns is based on our most recent historical return trends. If the actual return rate is materially different than our estimate, sales returns would be adjusted in the future. The costs of returns are recorded as a current asset rather than net with the sales return reserve liability.

As of January 31, 2023 and 2022, reserves for estimated sales returns totaled £70.1 million and £69.8 million, representing 3.7% and 3.4% of total liabilities, respectively.InventoryWe value our inventory, which consists primarily of general consumer merchandise held for sale, at the lower of cost or net realizable value. Cost is determined on the first-in, first-out method and includes the cost of merchandise and import-related costs, including freight, import duties and taxes and agent commissions. A periodic review of inventory is performed in order to determine if inventory is properly stated at the lower of cost or net realizable value.

Factors we consider in our review, such as future expected consumer demand and fashion trends, current aging, current and anticipated retail markdowns or wholesale discounts and class or type of inventory, are analyzed to determine estimated net realizable value. Criteria that we consider in our review of aging trends include average selling cycle and seasonality of merchandise, the historical rate at which merchandise has sold below cost during the prior 12 months and the value and nature of merchandise currently held in inventory and priced below original cost. A provision is recorded to reduce the cost of inventory to its estimated net realizable value, if appropriate.

Any significant unanticipated changes in the factors noted above could have a significant impact on the value of our inventory and our reported operating results. Our estimates generally have been accurate, and our reserve methods have been applied on a consistent basis. We expect the amount of our provision and related inventory to increase over time as we increase our sales.

The majority of inventory at January 31, 2023 and 2022 consisted of finished goods. Raw materials and work-in-process were not material to the overall inventory value. Inventory as of January 31, 2023 and 2022 totaled £587.5 million and £569.7 million, representing 16.0% and 15.0% of total assets, respectively.Rental ProductThe cost of our Nuuly segment rental product is amortized to cost of sales based on the cost of each unit rented, which is estimated based on the number of times the unit is expected to be rented and the cost of the rental product.

Lost, damaged and retired rental product is also charged to cost of sales. We make assumptions as to the number of times each unit can be rented. If the actual number of times a unit can be rented were to vary significantly from our estimates, it could materially affect the amount of rental product amortization included in cost of sales.

Rental product is included in “Deferred income taxes and other assets” in the Consolidated Balance Sheets. Rental product as of January 31, 2023 and January 31, 2022 totaled £90.9 million and £32.1 million, representing 2.5% and less than 1.0% of total assets, respectively. 24——————————————————————————–Impairment of Long-lived AssetsWe review the carrying values of our definite-lived, long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Events that result in an impairment review include plans to close a retail location, distribution or fulfillment center, a significant decrease in the operating results of a long-lived asset or significant adverse changes in the business climate.

Our retail locations are reviewed for impairment at the retail location level, which is the lowest level at which individual cash flows can be identified. Newly opened retail locations may take time to generate positive operating and cash flow results. Factors such as store type (e.g., mall versus free-standing), location (e.g., urban area versus college campus or suburb), current marketplace awareness of our brands, local customer demographic data and current fashion trends are all considered in determining the time frame required for a retail location to achieve positive financial results.

When events indicate that an asset may be impaired and the estimated undiscounted cash flows (based on forecasts of sales and gross profit) are less than the carrying amount of the asset, the impaired asset is adjusted to its estimated fair value and an impairment loss is recorded. The estimated fair value of the asset or asset group is based on future cash flows of the asset or asset group. For lease right-of-use assets, the Company determines the estimated fair value of the assets by comparing the discounted contractual rent payments to estimated market rent using an acceptable valuation methodology.

During fiscal 2023, we recorded impairment charges for 19 retail locations, totaling £6.4 million, with a carrying value after impairment of £49.0 million primarily related to the right-of-use assets. During fiscal 2021, we recorded impairment charges for 42 retail locations, totaling £15.5 million, with a carrying value after impairment of £101.8 million primarily related to the right-of-use assets.LeasesWe have operating leases for stores, distribution and fulfillment centers, corporate offices and equipment that are recognized as right-of-use assets and lease liabilities. We sublease certain properties to third parties.

We have elected not to record a lease liability and right-of-use asset for leases with original terms of 12 months or less. We have elected the practical expedient to not separate non-lease components from lease components as it pertains to real estate leases.Store leases have remaining lease terms that range from less than one year up to 15 years, some of which contain options to extend the lease for one or two 5-year periods. Payments related to a renewal period are included in the lease liability and right-of-use asset only when we are reasonably certain that we will exercise the option to renew the lease for an extended period of time.

Certain leases may contain variable lease payments such as rent based on a percentage of net sales. Variable lease payments may be subject to a breakpoint threshold of fixed rent. Variable lease payments, other than those that depend on an index or a rate, are not included in the measurement of the lease liability.

The lease liability is calculated at the present value of certain future payments, discounted using our incremental borrowing rate, which approximates the rate of interest we would pay to borrow an amount equal to the lease payments on a fully collateralized basis over a similar term. Significant judgment is used in determining the incremental borrowing rate related to estimates for credit rating, credit spread and the impact of collateral. We developed incremental borrowing rates at a lease portfolio level.

The right-of-use asset is initially equal to the value of the lease liability less any amounts received from the landlord as incentives or tenant improvement allowances.Accounting for Income TaxesAs part of the process of preparing our Consolidated Financial Statements, we are required to estimate our income taxes in each of the tax jurisdictions in which we operate. This process involves estimating our actual current tax obligations together with assessing temporary differences resulting from differing treatment of certain items for tax and accounting purposes, such as depreciation of property and equipment and valuation of inventories. These temporary differences result in deferred tax assets and liabilities, which are included within our Consolidated Balance Sheets.

We then assess the likelihood that our deferred tax assets will be recovered from future taxable income. A valuation allowance is recognized if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax asset will not be realized. In making such a determination, we consider all material available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations.

Actual results could differ from this assessment if adequate taxable income is not generated in future periods. Net deferred tax assets as of January 31, 2023 and January 31, 2022 totaled £70.9 million and £69.9 million, respectively, representing 1.9% and 1.8% of total assets, respectively.To the extent we believe that recovery of a deferred tax asset is at risk, we establish valuation allowances. To the extent we establish valuation allowances or increase the allowances in a period, we record additional income tax expense in the Consolidated Statements of Income.

Valuation allowances were £33.1 million as of January 31, 2023 and £30.9 million as of January 31, 2022. Valuation allowances are based on evidence of our ability to generate sufficient taxable income in certain foreign and state jurisdictions. In the future, if enough evidence of our ability to generate sufficient future taxable income in these jurisdictions becomes apparent, we would be required to reduce our valuation allowances, resulting in a reduction in “Income tax expense” in the Consolidated Statements of Income.

On a quarterly basis, management evaluates the likelihood that we will realize the deferred tax assets and adjusts the valuation allowances, if appropriate.We record uncertain tax positions on the basis of a two-step process whereby (1) we determine whether it is more-likely-than-not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the 25——————————————————————————–more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.Our tax liability for uncertain tax positions contains uncertainties because we are required to make assumptions and to apply judgment to estimate the exposures associated with our various filing positions. Although we believe that the judgments and estimates discussed herein are reasonable, actual results may differ, and we may be exposed to income tax expenses or benefits that could be material.We consider certain earnings of non-U.S. subsidiaries to be indefinitely invested outside the United States on the basis of estimates that future United States cash generation will be sufficient to meet future United States cash needs and our specific plans for reinvestment of those subsidiaries’ earnings. Should we decide to repatriate the foreign earnings, we would need to adjust our income tax provision in the period we determined that the earnings will no longer be indefinitely invested outside the United States.Accounting for ContingenciesFrom time to time, we are named as a defendant in legal actions arising from our normal business activities.

We are required to record a reserve for estimated losses when information available prior to issuance of our financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies arising from contractual disputes or legal proceedings requires management to use its best judgment when estimating an accrual related to such contingencies. As additional information becomes known, our reserves for loss contingencies could fluctuate, thereby creating variability in our results of operations from period to period.

Likewise, an actual loss arising from a loss contingency which significantly exceeds our reserve could have a material adverse impact on our operating results for the period in which such actual loss becomes known. We believe that our reserves adequately reflect the anticipated final outcome of any matter currently pending against us and the ultimate settlement of such matters will not materially affect our financial position or results of operations.Share-Based CompensationAccounting for share-based compensation requires measurement of compensation cost for all share-based awards at fair value on the date of grant and recognition of compensation over the service period. The fair value of the performance stock units and restricted stock units granted during fiscal 2023, 2022 and 2021 equaled the stock price on the date of the grant.

Additionally, we make certain estimates about the number of awards that will become vested under performance-based incentive plans. We record expense for performance-based awards based on our current expectations of the probable number of awards that will ultimately vest. The estimation of awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised and could be materially different from share-based compensation expense recorded in prior periods.

We elect to account for forfeitures as they occur rather than estimate the expected forfeitures. 26——————————————————————————–Results of OperationsAs a Percentage of Net SalesThe tables below set forth, for the periods indicated, the results of operations and the percentage of our net sales represented by certain statement of operations data. The tables should be read in conjunction with the discussions that follow. As a result of the COVID-19 pandemic, all of our stores were closed for a portion of the first half of fiscal 2021.

In addition to lost revenues, we incurred expenses in fiscal 2021 that were not commensurate with the level of sales. As a result, comparisons of expense ratios and year-over-year trends were impacted in a meaningful way.(amounts in millions) Fiscal Year Ended January 31, 2023 2022 2021Net sales £ 4,795.2 £ 4,548.8 £ 3,449.7Cost of sales (excluding store impairment) 3,361.6 3,054.8 2,572.3 Store impairment (1) 6.4 – 15.5Gross profit 1,427.2 1,494.0 861.9Selling, general and administrative expenses 1,200.6 1,085.4 857.9Income from operations 226.6 408.6 4.0Interest income 2.0 2.3 3.1Interest expense (1.3 ) (1.1 ) (3.4 )Other expense (6.0 ) (5.2 ) (0.2 )Income before income taxes 221.3 404.6 3.5Income tax expense 61.6 94.0 2.3Net income 159.7 310.6 1.2AS A PERCENTAGE OF NET SALESNet sales 100.0 % 100.0 % 100.0 %Cost of sales (excluding store impairment) 70.1 67.2 74.6Store impairment (1) 0.1 – 0.4Gross profit 29.8 32.8 25.0Selling, general and administrative expenses 25.1 23.8 24.9Income from operations 4.7 9.0 0.1Interest income 0.0 0.1 0.1Interest expense (0.0) (0.0) (0.1 )Other expense (0.1 ) (0.2 ) (0.0)Income before income taxes 4.6 8.9 0.1Income tax expense 1.3 2.1 0.1Net income 3.3 % 6.8 % 0.0 %Period over Period Change:Net sales 5.4 % 31.9 % (13.4 )%Gross profit (4.5 )% 73.3 % (30.5 )%Income from operations (44.5 )% n-m* (98.3 )%Net income (48.6 )% n-m* (99.3 )%(1)During fiscal 2023, we recorded store impairment charges for 19 retail locations, totaling £6.4 million. During fiscal 2021, we recorded store impairment charges for 42 retail locations, totaling £15.5 million. * Not meaningful.Fiscal 2023 Compared to Fiscal 2022Net sales in fiscal 2023 increased by 5.4% to £4.80 billion, from £4.55 billion in fiscal 2022.

The £246 million increase was attributable to a £166.7 million, or 3.9%, increase in Retail segment net sales and an increase in Nuuly segment net sales of £81.9 million, or 171.6%, partially offset by a £2.1 million, or 0.8%, decrease in Wholesale segment net sales. Retail segment net sales for fiscal 2023 accounted for 92.1% of total net sales compared to 93.4% of total net sales during fiscal 2022.The increase in our Retail segment net sales during fiscal 2023 was due to an increase of £171.4 million, or 4.2%, in Retail segment comparable net sales, partially offset by a decrease of £4.7 million in non-comparable net sales. Retail segment comparable net sales increased 11.5% at the Free People Group, 11.3% at the Anthropologie Group and decreased 7.1% at Urban Outfitters.

Retail segment comparable net sales increased in North America and Europe. The relative proportion of Retail segment sales attributable to store and 27——————————————————————————–digital channels changed in large part due to the temporary global store closures and occupancy restrictions during the prior year due to the COVID-19 pandemic. With those restrictions lifted in the current year, Retail segment comparable net sales increased due to high single-digit growth in retail store sales driven by higher traffic and transactions as well as an increase in average unit selling price, partially offset by a decrease in units per transaction and a decrease in conversion rate.

The increase in digital channel net sales was low single-digit positive as an increase in average order value was offset by decreases in sessions, units per transaction and conversion rate. The decrease in non-comparable net sales during fiscal 2023 was due to the negative impact of foreign currency translation, partially offset by the 89 new Company-owned stores and restaurants opened and 33 Company-owned stores and restaurants closed since the prior comparable period.The decrease in Wholesale segment net sales in fiscal 2023 as compared to fiscal 2022 was primarily due to a £3.0 million, or 1.3%, decrease in sales for the Free People Group, which was primarily driven by an decrease in sales to department stores, partially offset by an increase in sales to specialty accounts. Urban Outfitters wholesale sales increased by £0.9 million.

The increase in Nuuly segment net sales was due to a 149% increase in our subscribers as of the current fiscal year end compared to the prior fiscal year.Gross profit percentage for fiscal 2023 decreased to 29.8% of net sales, from 32.8% of net sales in fiscal 2022. Gross profit decreased to £1.43 billion for fiscal 2023 from £1.49 billion in fiscal 2022. The decrease in gross profit rate and dollars was primarily due to higher markdowns by the Urban Outfitters and Free People Group brands in the Retail segment as compared to record low markdown rates in the prior year.

Additionally, during fiscal 2023, the Company recorded a £6.4 million store impairment charge.Total inventory at January 31, 2023 increased by £17.8 million, or 3.1%, to £587.5 million from £569.7 million at January 31, 2022. Total Retail segment inventory increased by 4.4% and Wholesale segment inventory decreased by 7.3%.Selling, general and administrative expenses increased by £115.2 million, or 10.6%, compared to the prior year’s comparable period, and expressed as a percentage of net sales, deleveraged 118 basis points. The deleverage in selling, general and administrative expenses as a rate to sales and growth in selling, general and administrative expenses in dollars was primarily related to higher store payroll primarily due to increased store associate hours to support increased customer traffic and higher average wages in order to attract and retain employees.

Additionally, marketing expenses increased to support sales and customer growth.Income from operations for fiscal 2023 was 4.7% of net sales, or £226.6 million, compared to 9.0% of net sales, or £408.6 million, for fiscal 2022. The decrease in dollars was primarily due to the increase in selling, general and administrative expenses and the decrease in gross profit margin noted above. The decrease in operating income rate was primarily due to lower gross profit rate and a deleverage in selling, general and administrative expenses during fiscal 2023.Our effective tax rate for fiscal 2023 was 27.8% compared to 23.2% in fiscal 2022.

See Note 10, “Income Taxes,” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K, for a reconciliation of the statutory U.S. federal income tax rate to our effective tax rate.Fiscal 2022 Compared to Fiscal 2021Net sales in fiscal 2022 increased by 31.9% to £4.55 billion, from £3.45 billion in fiscal 2021. The £1.10 billion increase was attributable to a £1.02 billion, or 31.6%, increase in Retail segment net sales, a £55.1 million, or 28.0%, increase in Wholesale segment net sales and an increase in Nuuly segment net sales of £23.4 million. Retail segment net sales for fiscal 2022 accounted for 93.4% of total net sales compared to 93.6% of total net sales during fiscal 2021.The increase in our Retail segment net sales during fiscal 2022 was due to an increase of £906.6 million, or 28.7%, in Retail segment comparable net sales, and an increase of £113.9 million in non-comparable net sales, including the net impact of store openings and closings since the prior comparable period and the impact of foreign currency translation.

Retail segment comparable net sales increased 42.5% at the Free People Group, 34.5% at the Anthropologie Group and 17.2% at Urban Outfitters. Retail segment comparable net sales increased in North America and Europe. The increase in Retail segment comparable net sales for fiscal 2022 was driven by high double-digit growth in retail store sales and high single-digit growth in digital channel sales.

Retail segment comparable net sales for fiscal 2021 were significantly impacted by lower retail store sales due to store closures, reduced store traffic in reopened store locations and significant growth in our digital channel. As a result, for fiscal 2021 the relative proportion of sales attributable to store and digital channels changed significantly. Positive comparable store net sales in fiscal 2022 resulted from an increase in store traffic, transactions and average unit retail price, while units per transaction and conversion rate declined.

The digital channel net sales increase was driven by an increase in average order value, while sessions and units per transaction decreased and conversion rate was flat. The increase in non-comparable net sales during fiscal 2022 was primarily due to net new store openings and a recovery from the negative impact of the COVID-19 pandemic in fiscal 2021, which resulted in reduced store traffic and lower store productivity in the 76 new Company-owned stores opened and 28 Company-owned stores and restaurants closed since the prior comparable period. The benefit from foreign currency translation in fiscal 2022 also contributed to the increase in non-comparable net sales. 28——————————————————————————–The increase in Wholesale segment net sales in fiscal 2022 as compared to fiscal 2021 was primarily due to a £46.5 million, or 24.9%, increase in sales for the Free People Group, due to a significant number of the brand’s wholesale partners having had a meaningful portion of their businesses negatively impacted by the COVID-19 pandemic during fiscal 2021.

The segment increase was also due to an increase of £9.2 million in Urban Outfitters wholesale sales.Gross profit percentage for fiscal 2022 increased to 32.8% of net sales, from 25.0% of net sales in fiscal 2021. Gross profit increased to £1,494.0 million for fiscal 2022 from £861.9 million in fiscal 2021. The increase in gross profit rate was due to the significant negative impact of COVID-19 related store closures on the Company’s Retail segment and its partners in the Wholesale segment in the prior year period.

Additionally, during the prior year period, the Company recorded a £15.5 million store impairment charge and a meaningful increase in inventory obsolescence reserves due to the impact the store closures had on the aging of the Company’s inventory. Finally, all three brands achieved record low merchandise markdown rates in the Retail segment during fiscal 2022, further contributing to the improvement in the current year.Total inventory at January 31, 2022 increased by £180.1 million, or 46.2%, to £569.7 million from £389.6 million at January 31, 2021. This increase was driven by the increase in net sales and by the Company continuing to bring certain product categories in earlier to protect against ongoing supply chain disruptions and delays and increasing inbound transportation costs.Selling, general and administrative expenses increased by £227.5 million, or 26.5%, to £1,085.4 million in fiscal 2022 compared to fiscal 2021.

Selling, general and administrative expenses as a percentage of net sales decreased in fiscal 2022 to 23.8% of net sales, compared to 24.9% of net sales for fiscal 2021. The increase in selling, general and administrative expenses was primarily related to increased direct selling and digital marketing expenses in the current year to support the increase in net sales, higher incentive-based compensation due to the impacts of COVID-19 on the prior year period and the benefit of COVID-19 related government relief packages recorded in the prior year period. The leverage in selling, general and administrative expenses in fiscal 2022 is primarily due to the increase in retail store sales, as store operations for fiscal 2021 were significantly impacted by store closures and reduced store traffic in reopened locations.Income from operations for fiscal 2022 was 9.0% of net sales, or £408.6 million, compared to 0.1% of net sales, or £4.0 million, for fiscal 2021.Our effective tax rate for fiscal 2022 was 23.2% compared to 64.8% in fiscal 2021.

See Note 10, “Income Taxes,” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K, for a reconciliation of the statutory U.S. federal income tax rate to our effective tax rate.Liquidity and Capital ResourcesThe following tables set forth certain balance sheet and cash flow data for theperiods indicated. These tables should be read in conjunction with thediscussion that follows:(amounts in millions) January 31, 2023 2022 2021Cash, cash equivalents and marketable securities £ 485.5 £ 669.6 £ 694.0Working capital 347.3 304.3 317.2 Fiscal Year Ended January 31, 2023 2022 2021Net cash provided by operating activities £ 142.7 £ 359.3 £ 285.8 Net cash used in investing activities (32.0 ) (487.7 ) (101.9 ) Net cash used in financing activities (118.4 ) (60.3 ) (10.4 )The increase in working capital at January 31, 2023, as compared to January 31, 2022, was primarily due to the timing of disbursements, partially offset by the net decrease in cash, cash equivalents and current marketable securities. The increase in working capital at January 31, 2023, as compared to January 31, 2021, was primarily due to the increase in inventory and the timing of disbursements, partially offset by the net decrease in cash, cash equivalents and current marketable securities.During the last three years, we have satisfied our cash requirements primarily through our cash flow from operating activities, and additionally, during fiscal 2023, through the sales and maturities of marketable securities.

Additionally, during fiscal 2021, in response to the COVID-19 pandemic, we had borrowings of £220.0 million under our Amended Credit Facility to protect our cash reserves. We subsequently repaid the entire £220.0 million during fiscal 2021. Our primary uses of cash have been to fund business operations, purchase inventory, expand our fulfillment centers, open new stores and repurchase our common shares. 29——————————————————————————–Cash Flows from Operating ActivitiesFor all periods, our major source of cash from operations was merchandise sales and our primary outflow of cash from operations was for the payment of operational costs.

The decrease in cash flows from operations for fiscal 2023 compared to fiscal 2022 was primarily due to lower net income and an investment in additional Nuuly rental product to support the growth in the business. The increase in cash flows from operations for fiscal 2022 compared to fiscal 2021 was primarily due to increased net income, partially offset by the net increase in inventory less accounts payable to support the continued growth of the Company’s operations. Although the Company’s stores were closed for a part of the first six months of fiscal 2021, the Company continued to incur various store operational costs for a large portion of its store employees.Cash Flows from Investing ActivitiesCash used in investing activities in fiscal 2023 primarily related to the purchases of property and equipment and marketable securities, partially offset by the sales and maturities of marketable securities.

Cash used in investing activities in fiscal 2022 and 2021 was primarily related to purchases of marketable securities and property and equipment, partially offset by the sales and maturities of marketable securities. The Company initially liquidated its marketable securities portfolio earlier in fiscal 2021 to preserve financial flexibility and maintain liquidity in response to the COVID-19 pandemic, but reinvested in a marketable securities portfolio in the fourth quarter of fiscal 2021. Cash paid for property and equipment for fiscal 2023, 2022 and 2021 was £199.5 million, £262.4 million and £159.2 million, respectively, which was primarily used to expand our fulfillment center network in all fiscal years.Cash Flows from Financing ActivitiesCash used in financing activities in fiscal 2023, 2022 and 2021 was primarily related to £112.0 million, £55.8 million and £7.0 million, respectively, of repurchases of our common shares under our share repurchase programs during each of those years.

During fiscal 2021, we also borrowed £220.0 million under our Amended Credit Facility in order to preserve financial flexibility and maintain liquidity and flexibility in response to the COVID-19 pandemic. We subsequently repaid the entire £220.0 million during fiscal 2021.Credit FacilitiesSee Note 8, “Debt,” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K for certain financial information regarding the Company’s debt.Capital and Operating ExpendituresDuring fiscal 2024, we plan to complete construction on a new omni-channel fulfillment center in Kansas City, Kansas, open approximately 35 new Company-owned retail locations, expand or relocate certain existing retail locations, increase capacity at our Bristol, Pennsylvania Nuuly fulfillment center and invest in a new Nuuly fulfillment center in Raymore, Missouri in response to the growth in Nuuly subscribers, invest in new products, markets and brands, purchase inventory and rental product for our operating segments at levels appropriate to maintain our planned sales, upgrade our systems, improve and expand our digital capabilities, invest in omni-channel marketing when appropriate and repurchase common shares. We believe that our new brand initiatives, new store openings, merchandise expansion programs, international growth opportunities and our marketing, social media, website and mobile initiatives are significant contributors to our sales.

During fiscal 2024, we plan to continue our investment in these initiatives for all brands. We anticipate our capital expenditures during fiscal 2024 to be approximately £230 million, primarily to support new and expanded fulfillment and distribution centers and new store openings. All fiscal 2024 capital expenditures are expected to be financed by cash flow from operating activities and existing cash and cash equivalents.

We believe that our new store investments generally 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, including additional franchise and joint venture agreements. We believe that our existing cash and cash equivalents, availability under our current credit facilities and future cash flows provided by operations will be sufficient to fund these initiatives.Share RepurchasesSee Note 12, “Shareholders’ Equity,” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K for certain financial information regarding the Company’s share repurchases. 30——————————————————————————–Contractual ObligationsThe following table summarizes our contractual obligations as of January 31,2023: Payments Due by Period (in thousands) Less Than More Than Total One OneDescription Obligations Year YearOperating leases (1) £ 1,361,892 £ 292,057 £ 1,069,835Purchase commitments (2) 780,098 730,658 49,440Tax payable (3) 21,323 5,331 15,992Construction contracts (4) 121,212 121,212 –Total contractual obligations £ 2,284,525 £ 1,149,258 £ 1,135,267(1)Refer to Note 9, “Leases,” in the Notes to our Consolidated Financial Statementsincluded in this Annual Report on Form 10-K.(2)Refer to Note 15, “Commitments and Contingencies,” in the Notes to ourConsolidated Financial Statements included in this Annual Report on Form 10-K.(3)Represents one-time transition tax payable related to cash taxes payable infuture years as a result of the Tax Act.

Excluded from the above table are taxcontingencies of £23,320 because we cannot reasonably estimate in which futureperiods these amounts will ultimately be settled. As a result, the £23,320liability was classified as a non-current liability in the Company’sConsolidated Balance Sheets as of January 31, 2023.(4)Refer to Note 15, “Commitments and Contingencies,” in the Notes to ourConsolidated Financial Statements included in this Annual Report on Form 10-K.Subsequent to January 31, 2023, we signed a lease in the amount of £57,311 for a Nuuly fulfillment center in Raymore, Missouri beginning in fiscal 2024 over a 15-year lease term. Refer to Note 9, “Leases,” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

Additionally, subsequent to January 31, 2023, we committed £100,000 to purchase a membership interest in a federal low-income housing tax credit entity. An initial payment of £20,000 was paid at closing with the remaining balance payable in quarterly installments over a five year period beginning in fiscal 2024. In exchange for the payments, we expect to realize a comparable amount of tax credits that will reduce our future federal income tax payments.

Refer to Note 10, “Income Taxes,” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K.Commercial CommitmentsThe following table summarizes our commercial commitments as of January 31,2023: Amount of Commitment Per Period (in thousands) Total Less Than More Than Amounts One One Description Committed Year YearTrade letters of credit (1) £ 75,665 £ 75,665 £ -Stand-by letters of credit (2) 12,433 12,433 -Total commercial commitments £ 88,098 £ 88,098 £ -(1)Consists primarily of outstanding letter of credit commitments in connectionwith import inventory purchases. Refer to Note 15, “Commitments andContingencies,” in the Notes to our Consolidated Financial Statements includedin this Annual Report on Form 10-K.(2)Consists primarily of stand-by letters of credit for customs, construction,lease guarantees and insurance. Refer to Note 8, “Debt,” in the Notes to ourConsolidated Financial Statements included in this Annual Report on Form 10-K.Other MattersRecent Accounting PronouncementsSee Note 2, “Summary of Significant Accounting Policies-Recent Accounting Pronouncements,” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K for a description of recently adopted and issued accounting pronouncements. 31——————————————————————————–SeasonalityOur business experiences seasonal fluctuations in net sales and net income, with a more significant portion typically realized in the second half of each year predominantly due to the year-end holiday period.

Historically, and consistent with the retail industry, the seasonality also impacts our working capital requirements, particularly with regard to inventory.(C) Edgar Online, source Glimpses