What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-28 compared with 2025-05-29 · 86 added, 54 removed, 197 unchanged (42% of the section changed)

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This discussion contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect our current views with respect to, among other things, future events and financial performance.

You can identify these forward-looking

statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “plans,” “estimates,” “targets,” “strategies,” or other comparable words.

You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “plans,” “estimates,” “targets,” “strategies,” or other comparable words.

Any forward-looking statements contained in this Form 10-Q are based upon our historical performance and on current plans, estimates, and expectations.

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● changes in the overall level of consumer spending and volatility in the economy, including as a result of macroeconomic conditions, tariffs, and geopolitical events;

● our ability to sustain our growth plans and successfully implement our long-range strategic and financial plan;

● our ability to sustain our growth plans and successfully implement our long-range strategic and financial plan, including our international expansion in Mexico, the Middle East, the U.K., and Ireland;

● the ability to execute our operational excellence priorities, including continuous improvement and supply chain optimization;

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● the possibility of material disruptions to our information systems, including our Ulta.com website and mobile applications;

● the possibility that we will not realize the anticipated benefits of the acquisition of Space NK for any reason, including due to challenges with integration and/or achieving anticipated acquisition synergies;

● the failure to maintain satisfactory compliance with applicable privacy and data protection laws and regulations;

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● a decline in operating results which could lead to asset impairment and store closure charges;

● other risk factors detailed in our public filings with the Securities and Exchange Commission (the SEC), including risk factors contained in Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended February 1, 2025, as such may be amended or supplemented in our subsequently filed Quarterly Reports on Form 10-Q (including this report).

● other risk factors detailed in our public filings with the Securities and Exchange Commission, including risk factors contained in Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended

February 1, 2025, as such may be amended or supplemented in our subsequently filed Quarterly Reports on Form 10-Q (including this report).

Except to the extent required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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and salons and authorized retail outlets for professional hair care products.

We developed a unique specialty retail concept

that offers a broad range of brands and price points, select beauty services, and a convenient and welcoming shopping environment.

We developed a unique specialty retail concept that offers a broad range of brands and price points, select beauty services, and a convenient and welcoming shopping environment.

We define our target consumer as a beauty enthusiast, a consumer who is passionate about the beauty category, uses beauty for self-expression, experimentation, and self-investment, and has high expectations for the shopping experience.

We believe our strategy provides us with the competitive advantages that have contributed to our financial performance.

Today, we are the largest specialty beauty retailer in the United States and the premier beauty destination for cosmetics, fragrance, skin care products, hair care products, wellness products, and salon services.

Today, we are the largest specialty beauty retailer in the United States and a leading destination for cosmetics, fragrance, skin care, hair care, wellness and salon services.

Key aspects of our business include:

a differentiated assortment of approximately 29,000 beauty products across a variety of categories and price points as well as a variety of beauty services, including salon services, in more than 1,400 stores predominantly located in convenient, high-traffic locations;

a differentiated assortment of approximately 29,000 beauty products across a variety of categories and price points as well as a variety of beauty services, including salon services, in approximately 1,500 stores predominantly located in convenient, high-traffic locations;

engaging digital experiences delivered through our website, Ulta.com, and our mobile applications;

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and our ability to cultivate human connection with warm and welcoming guest experiences across all of our channels.

In addition to our domestic operations, Ulta Beauty is expanding our presence internationally through a joint venture in Mexico, a franchise in the Middle East, and our subsidiary, Space NK, a luxury beauty retailer operating in the U.K.

The continued growth of our business and any future increases in net sales, net income, and cash flows is dependent on our ability to execute our strategic priorities across four foundational focus areas:

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engaging our guests wherever they want to shop by expanding our reach through seamless and immersive omnichannel experiences.

We operate in an attractive and growing U.S.

beauty products and salon services industry, and believe our strong operating model, competitive advantages, and financial foundation, paired with our investments to drive our growth, position us to capture additional market share in the industry.

We operate in an attractive and growing beauty products and salon services industry, and believe our strong operating model, competitive advantages, and financial foundation, paired with our investments to drive our growth, position us to capture additional market share in the industry.

Comparable sales is a key metric that is monitored closely within the retail industry.

Our comparable sales have fluctuated in the past, and we expect them to continue to fluctuate in the future.

A variety of factors affect our comparable sales, including general U.S.

economic conditions, changes in merchandise strategy or mix, and timing and effectiveness of our marketing activities, among others.

A variety of factors affect our comparable sales, including general economic conditions, changes in merchandise strategy or mix, and timing and effectiveness of our marketing activities, among others.

Over the long term, our growth strategy is to drive profitable growth and market share leadership in beauty and wellness through growing our comparable sales, expanding omnichannel capabilities, and opening new stores.

Long-term operating profit is expected to increase as a result of our efforts to drive revenue growth, leverage fixed costs, improve merchandise margin, increase operating efficiencies, and grow other revenue, partially offset by incremental investments in new stores and technology to enhance the guest experience, people, assortment, and advertising.

Long-term operating profit is expected to increase as a result of our efforts to drive revenue growth, leverage fixed costs, improve

merchandise margin, increase operating efficiencies, and grow other revenue, partially offset by incremental investments in new stores and technology to enhance the guest experience, people, assortment, and advertising.

Current Trends

Industry trend s

The overall beauty market expanded in 2024 and into the first quarter of 2025, supported by on-going consumer engagement with the beauty category.

The overall beauty market expanded in 2024 and into the second quarter of 2025, supported by on-going consumer engagement with the beauty category.

We remain confident that our differentiated and diverse business model, our commitment to strategic investments, and our highly engaged associates will continue to drive market share gains over the long term.

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The continuation of inflationary and macroeconomic pressures, including existing and potential tariffs, could further impact our ability to grow sales and maintain historical profitability levels.

In addition, inflation could cause the interest rates on any future debt to remain at an elevated level or increase.

In addition, inflation could cause the interest rates on any debt to remain at an elevated level or increase.

Basis of presentation

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Interest income represents interest from cash equivalents, which include highly liquid investments such as money market funds and certificates of deposit with an original maturity of three months or less from the date of purchase.

Interest expense includes interest costs and facility fees associated with our credit facility, which is structured as an asset-based lending instrument.

Our credit facility interest is based on a variable interest rate structure which can result in increased cost in periods of rising or elevated interest rates.

Interest expense includes interest costs and facility fees associated with our credit facilities, which is structured as an asset-based lending instrument.

Interest on our credit facilities is based on a variable interest rate structure which can result in increased cost in periods of rising or elevated interest rates.

Income tax expense reflects the federal statutory tax rate and the weighted average state statutory tax rate for the states in which we operate stores.

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Our 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 2025 and 2024 ended on May 3, 2025 and May 4, 2024, respectively.

The Company’s second quarter in fiscal 2025 and 2024 ended on August 2, 2025 and August 3, 2024, respectively.

Our quarterly results of operations have varied in the past and are likely to do so again in the future.

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13 Weeks Ended

26 Weeks Ended

(Dollars in thousands)

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Comparable sales

(1) Excludes 83 stores in the U.K.

and Ireland operated by Space NK as of August 2, 2025.

13 Weeks Ended

26 Weeks Ended

(Percentage of net sales)

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Equity net loss of affiliate

Comparison of 13 weeks ended May 3, 2025 to 13 weeks ended May 4, 2024

Net sales increased $122.5 million or 4.5%, to $2.8 billion for the 13 weeks ended May 3, 2025, compared to $2.7 billion for the 13 weeks ended May 4, 2024.

The net sales increase was primarily due to increased comparable sales and new store contribution, partially offset by a $3.5 million decrease in other revenue.

The total comparable sales increase of 2.9% was driven by a 2.3% increase in average ticket and a 0.6% increase in transactions.

Gross profit increased $44.4 million or 4.2%, to $1.11 billion for the 13 weeks ended May 3, 2025, compared to $1.07 billion for the 13 weeks ended May 4, 2024.

Gross profit as a percentage of net sales decreased to 39.1% for the 13 weeks ended May 3, 2025, compared to 39.2% for the 13 weeks ended May 4, 2024.

The decrease in gross profit margin was primarily due to deleverage of store and supply chain fixed costs and lower other revenue, partially offset by lower inventory shrink.

Comparison of 13 weeks ended August 2, 2025 to 13 weeks ended August 3, 2024

Net sales increased $236.4 million, or 9.3%, to $2.8 billion for the 13 weeks ended August 2, 2025 compared to $2.6 billion for the 13 weeks ended August 3, 2024.

The net sales increase was primarily due to increased comparable sales, the acquisition of Space NK, and new store contribution.

The comparable sales increase of 6.7% was driven by a 3.7% increase in transactions and a 2.9% increase in average ticket.

Gross profit increased $113.5 million, or 11.6%, to $1.1 billion for the 13 weeks ended August 2, 2025, compared to $978.2 million for the 13 weeks ended August 3, 2024.

Gross profit as a percentage of net sales increased to 39.2% for the 13 weeks ended August 2, 2025, compared to 38.3% for the 13 weeks ended August 3, 2024.

The increase in gross profit margin was primarily due to lower inventory shrink and higher merchandise margin, partially offset by deleverage of supply chain costs and other revenue.

Selling, general and administrative expenses

Selling, general and administrative (SG&A) expenses increased $44.7 million or 6.7%, to $710.6 million for the 13 weeks ended May 3, 2025, compared to $665.9 million for the 13 weeks ended May 4, 2024.

SG&A expenses as a percentage of net sales increased to 24.9% for the 13 weeks ended May 3, 2025, compared to 24.4% for the 13 weeks ended May 4, 2024, primarily due to deleverage of store payroll and benefits and store expenses, partially offset by leverage of corporate overhead.

Selling, general and administrative (SG&A) expenses increased $96.9 million, or 15.0%, to $741.7 million for the 13 weeks ended August 2, 2025, compared to $644.8 million for the 13 weeks ended August 3, 2024.

SG&A expenses as a percentage of net sales increased to 26.6% for the 13 weeks ended August 2, 2025, compared to 25.3% for the 13 weeks ended August 3, 2024, primarily due to higher incentive compensation, store payroll and benefits, and corporate overhead.

Pre-opening expenses

Pre-opening expenses were $1.8 million for the 13 weeks ended May 3, 2025 compared to $2.9 million for the 13 weeks ended May 4, 2024.

Pre-opening expenses were $5.1 million for the 13 weeks ended August 2, 2025 compared to $4.2 million for the 13 weeks ended August 3, 2024.

Interest income, net

Interest income, net was $3.5 million for the 13 weeks ended May 3, 2025 compared to $6.9 million for the 13 weeks ended May 4, 2024.

We did not have any outstanding borrowings on the credit facility as of May 3, 2025, February 1, 2025, and May 4, 2024.

Interest income, net was $1.4 million for the 13 weeks ended August 2, 2025 compared to $4.5 million for the 13 weeks ended August 3, 2024.

As of August 2, 2025, we had $289.1 million outstanding under our credit facilities.

We did not have any outstanding borrowings on the credit facilities as of February 1, 2025 and August 3, 2024.

Income tax expense

Income tax expense of $99.6 million for the 13 weeks ended May 3, 2025 represents an effective tax rate of 24.6%, compared to $94.7 million of income tax expense representing an effective tax rate of 23.2% for the 13 weeks ended May 4, 2024.

Income tax expense of $84.8 million for the 13 weeks ended August 2, 2025 represents an effective tax rate of 24.5%, compared to $81.2 million of income tax expense representing an effective tax rate of 24.3% for the 13 weeks ended August 3, 2024.

Net income was $260.9 million for the 13 weeks ended August 2, 2025, compared to $252.6 million for the 13 weeks ended August 3, 2024.

The increase in net income is primarily due to the $113.5 million increase in gross profit, partially offset by the $96.9 million increase in SG&A expenses, the $3.6 million increase in income taxes, the $3.1 million decrease in interest income, net, and the $1.0 million increase in pre-opening expenses.

Comparison of 26 weeks ended August 2, 2025 to 26 weeks ended August 3, 2024

Net sales increased $358.9 million, or 6.8%, to $5.6 billion for the 26 weeks ended August 2, 2025, compared to $5.3 billion for the 26 weeks ended August 3, 2024.

The net sales increase was primarily due to increased comparable sales, the acquisition of Space NK, and new store contribution, partially offset by a $3.6 million decrease in other revenue.

The comparable sales increase of 4.7% was driven by a 2.6% increase in average ticket and a 2.1% increase in transactions.

Gross profit increased $158.0 million, or 7.7%, to $2.2 billion for the 26 weeks ended August 2, 2025, compared to $2.0 billion for the 26 weeks ended August 3, 2024.

Gross profit as a percentage of net sales increased to 39.1% for the 26 weeks ended August 2, 2025, compared to 38.8% for the 26 weeks ended August 3, 2024.

The increase in gross profit margin was primarily due to lower inventory shrink, higher merchandise margin, and favorable channel mix shifts, partially offset by lower other revenue and deleverage of supply chain costs.

Selling, general and administrative expenses

SG&A expenses increased $141.6 million, or 10.8%, to $1.5 billion for the 26 weeks ended August 2, 2025, compared to $1.3 billion for the 26 weeks ended August 3, 2024.

SG&A expenses as a percentage of net sales increased to 25.8% for the 26 weeks ended August 2, 2025, compared to 24.8% for the 26 weeks ended August 3, 2024, primarily due to deleverage of store payroll and benefits, higher incentive compensation and higher store expenses.

Pre-opening expenses

Pre-opening expenses were $6.9 million for the 26 weeks ended August 2, 2025 compared to $7.1 million for the 26 weeks ended August 3, 2024.

Interest income, net

Interest income, net was $5.0 million for the 26 weeks ended August 2, 2025 compared to $11.4 million for the 26 weeks ended August 3, 2024.

As of August 2, 2025, we had $289.1 million outstanding under our credit facilities.

We did not have any outstanding borrowings on the credit facilities as of February 1, 2025 and August 3, 2024.

Income tax expense

Income tax expense of $184.4 million for the 26 weeks ended August 2, 2025 represents an effective tax rate of 24.5%, compared to $175.9 million of income tax expense representing an effective tax rate of 23.7% for the 26 weeks ended August 3, 2024.

The higher income tax rate is primarily due to a reduced benefit from income tax accounting for stock-based compensation.

Net income was $305.1 million for the 13 weeks ended May 3, 2025, compared to $313.1 million for the 13 weeks ended May 4, 2024.

The decrease in net income is primarily related to the $44.7 million increase in SG&A expenses, the $4.9 million increase in income tax expense, and the $3.4 million decrease in interest income, net, partially offset by the $44.4 million increase in gross profit.

Net income was $565.9 million for the 26 weeks ended August 2, 2025 compared to $565.7 million for the 26 weeks ended August 3, 2024.

The increase in net income is primarily due to the $158.0 million increase in gross profit, partially offset by the $141.6 million increase in SG&A expenses, the $8.5 million increase in income taxes, and the $6.5 million decrease in interest income, net.

Liquidity and capital resources

Our primary sources of liquidity are cash and cash equivalents, cash flows from operations, and borrowings under our credit facility.

Our primary sources of liquidity are cash and cash equivalents, cash flows from operations, and borrowings under our credit facilities.

The most significant components of our working capital are merchandise inventories, cash and cash equivalents, and receivables, reduced by accounts payable, deferred revenue, and accrued liabilities.

As of May 3, 2025, February 1, 2025, and May 4, 2024, we had cash and cash equivalents of $454.6 million, $703.2 million, and $524.6 million, respectively.

As of August 2, 2025, February 1, 2025, and August 3, 2024, we had cash and cash equivalents of $242.7 million, $703.2 million, and $414.0 million, respectively.

Our primary cash needs are for rent, capital expenditures for new, remodeled, and relocated stores, increased merchandise inventories related to store expansion and new brand additions, supply chain improvements, share repurchases, and continued investment in our information technology systems.

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Operating activities consist of net income adjusted for certain non-cash items, including depreciation and amortization, non-cash lease expense, deferred income taxes, stock-based compensation expense, realized gains or losses on disposal of property and equipment, and the effect of working capital changes.

The increase in net cash provided by operating activities in the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 was mainly due to the timing of accounts payable and accrued liabilities and a smaller increase in merchandise inventories in the first quarter of fiscal 2025, partially offset by the net increase in other assets and liabilities and the decrease in net income.

The decrease in net income was primarily due to an increase in SG&A expenses, an increase in income tax expense, and a decrease in interest income, net, partially offset by an increase in gross profit resulting from higher sales.

Merchandise inventories, net were $2.1 billion at May 3, 2025, compared to $1.9 billion at May 4, 2024, representing an increase of $215.5 million or 11.3%.

The decrease in net cash provided by operating activities in the first 26 weeks of fiscal 2025 compared to the first 26 weeks of fiscal 2024 was mainly due to a larger increase in merchandise inventories in the first 26 weeks of fiscal 2025 and the net increase in other assets and liabilities, partially offset by the timing of accounts payable and accrued liabilities.

Merchandise inventories, net were $2.4 billion at August 2, 2025 compared to $2.0 billion at August 3, 2024, representing an increase of $408.8 million or 20.5%.

The increase in total inventory is primarily due to the following:

● $146 million increase due to new brand launches and strategic inventory investments;

● $69 million increase due to the addition of 56 net new stores opened since May 4, 2024.

● $164 million for new brand launches;

● $93 million for the addition of 62 net new Ulta Beauty stores opened since August 3, 2024;

● $77 million for the addition of 83 net new stores acquired with Space NK.

Investing activities

We have historically used cash primarily for new, remodeled, relocated, and refreshed stores, supply chain investments, short-term investments, and investments in information technology systems.

Investing activities for capital expenditures were $79.0 million during the 13 weeks ended May 3, 2025 compared to $91.0 million during the 13 weeks ended May 4, 2024.

During the 13 weeks ended May 3, 2025, we opened six new stores, remodeled four stores, and relocated two stores, compared to the 13 weeks ended May 4, 2024, when we opened 12 new stores, closed two stores, and relocated one store.

The decrease in net cash used in investing activities in the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 was primarily due to lower capital expenditures for merchandising fixtures and information technology systems, partially offset by higher capital expenditures for supply chain investments, compared to the first quarter of fiscal 2024.

Our future investments will depend primarily on the number of new, remodeled, and relocated stores, information technology systems investments, and supply chain investments that we undertake and the timing of these expenditures.

Investing activities for capital expenditures were $156.0 million during the 26 weeks ended August 2, 2025, compared to $186.3 million during the 26 weeks ended August 3, 2024.

During the 26 weeks ended August 2, 2025, we opened 30 new stores, closed two stores, relocated four stores, and remodeled nine stores, compared to the 26 weeks ended August 3, 2024, when we opened 29 new stores, closed three stores, relocated two stores, and remodeled nine stores.

The increase in net cash used in investing activities in the first 26 weeks of fiscal 2025 compared to the first 26 weeks of fiscal 2024 was primarily due to the acquisition of Space NK in the second quarter of fiscal 2025.

Our future investments will depend primarily on the number of new, remodeled, and relocated stores, information technology systems, and supply chain investments we undertake and the timing of these expenditures.

Based on past performance and current expectations, we believe our sources of liquidity will be sufficient to fund future capital expenditures.

Financing activities

Financing activities include share repurchases, borrowing and repayment of our revolving credit facility, and capital stock transactions.

Financing activities include share repurchases, borrowing and repayment of our short-term debt, and capital stock transactions.

Purchases of treasury shares represent the fair value of common shares repurchased from plan participants in connection with shares withheld to satisfy minimum statutory tax obligations upon the vesting of restricted stock.

The increase in net cash used in financing activities in the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 was primarily due to an increase in share repurchases.

We had no borrowings outstanding under the credit facility as of May 3, 2025, February 1, 2025, and May 4, 2024.

The zero outstanding borrowings position is due to a combination of factors including sales demand, overall performance of management initiatives including expense control, and inventory and other working capital reductions.

We may require borrowings under the facility from time to time in future periods for unexpected business disruptions, to support our new store program, seasonal inventory needs, or share repurchases.

The decrease in net cash used in financing activities in the first 26 weeks of fiscal 2025 compared to the first 26 weeks of fiscal 2024 was primarily due to borrowings from short-term debt and a decrease in the dollar amount of share repurchases.

As of August 2, 2025, we had $289.1 million outstanding under our credit facilities.

We did not have any outstanding borrowings on the credit facility as of February 1, 2025 and August 3, 2024.

Share repurchase program

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and the other lenders party thereto.

The Loan Agreement matures on March 13,

2029, provides maximum revolving loans equal to the lesser of $800.0 million or a percentage of eligible owned inventory and eligible owned receivables (which borrowing base may, at the election of the Company and satisfaction of certain conditions, include a percentage of qualified cash), contains a $50.0 million subfacility for letters of credit and allows the Company to increase the revolving facility by an additional $200.0 million, subject to the consent by each lender and other conditions.

The Loan Agreement matures on March 13, 2029, provides maximum revolving loans equal to the lesser of $800.0 million or a percentage of eligible owned inventory and eligible owned receivables (which borrowing base may, at the election of the Company and satisfaction of certain conditions, include a percentage of qualified cash), contains a $50.0 million subfacility for letters of credit and allows the Company to increase the revolving facility by an additional $200.0 million, 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 the Company’s election, at either a base rate plus a margin of 0.5% to 1.0% or the Term Secured Overnight Financing Rate plus a margin of 1.5% to 2.0%, and a credit spread adjustment of 0.10%, with such margins based on the Company’s borrowing availability, and the unused line fee is 0.25% to 0.375% per annum.

As of May 3, 2025, February 1, 2025, and May 4, 2024 we had no borrowings outstanding under the credit facility.

As of May 3, 2025, we were in compliance with all terms and covenants of the Loan Agreement.

Outstanding borrowings bear interest, at the Company’s election, at either a base rate plus a margin of 0.5%

to 1.0% or the Term Secured Overnight Financing Rate plus a margin of 1.5% to 2.0%, and a credit spread adjustment of 0.10%, with such margins based on the Company’s borrowing availability, and the unused line fee is 0.25% to 0.375% per annum.

As of August 2, 2025, the Company had $237.7 million of borrowings outstanding under this credit facility.

The weighted average interest rate was 6.89% for the 26 weeks ended August 2, 2025.

As of February 1, 2025 and August 3, 2024, there were no borrowings outstanding under the credit facility.

As of August 2, 2025, we were in compliance with all terms and covenants of the Loan Agreement.

Ulta Beauty’s wholly owned subsidiary, Space NK, maintains a multi-currency revolving credit facility (the Facility Agreement) with National Westminster Bank plc, providing up to £40.0 million for working capital requirements.

The Facility Agreement, maturing on April 17, 2028, allows Space NK to increase the revolving facility by an additional £10.0 million with lender consent.

The facility is secured by the assets of Space NK and contains a requirement to maintain an interest coverage ratio not less than 4.0 to 1.0 and a leverage ratio not to exceed 2.0 to 1.0 for any relevant period.

Borrowings bear interest at either the compound or term Sterling Overnight Index Average plus a margin of 1.75%, and an unused line fee of 0.60% per annum.

As of August 2, 2025, there was $51.4 million outstanding under this credit facility.

As of August 2, 2025, Space NK was in compliance with all terms and covenants of the Facility Agreement.

Our business is subject to seasonal fluctuation.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis