8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

_______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 20, 2020

_______________________

ULTA BEAUTY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33764	38-4022268
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1000 Remington Blvd., Suite 120,
Bolingbrook, Illinois 60440

(Address of principal executive offices, including ZIP code)

(630) 410-4800

(Registrant’s telephone number, including area code)

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ULTA	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

      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.      ☐

Item 7.01  Regulation FD Disclosure.

On July 20, 2020, Ulta Beauty, Inc. issued a press release announcing updates to its operations as the Company continues to navigate the impact of COVID-19. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8 K.

The information in Item 7.01 of this Current Report on Form 8 K, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

The exhibit listed in the Exhibit Index below is being furnished herewith.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Ulta Beauty, Inc. on July 20, 2020.
104	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ULTA BEAUTY, INC.
Dated: July 20, 2020	By:	/s/ Jodi J. Caro
		Jodi J. Caro
		General Counsel, Chief Compliance Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

ULTA BEAUTY PROVIDES COVID-19-STORE RELATED BUSINESS UPDATE

Bolingbrook, IL – July 20, 2020 – Ulta Beauty, Inc. (NASDAQ: ULTA) today shared further updates to its operations as it continues to navigate the impact of COVID-19.

“In navigating the fluid dynamics of COVID-19, we are keeping the safety of our guests and associates at the heart of every decision we make,” said Mary Dillon, chief executive officer. “In parallel, we are making decisions to ensure continued strength as an industry leader with an eye towards long-term growth.”

As of today, Ulta Beauty has completed its phased reopening process. To meet individual comfort levels, guests can shop via Curbside Pickup, Buy Online Pickup in Store, on ulta.com, via the Ulta Beauty app and in Ulta Beauty stores. In addition to our Shop Safe Standards, starting today Ulta Beauty will require all guests and associates to wear facial coverings when in stores. As different parts of the country manage rising COVID-19 cases, the Company will maintain its close monitoring of government and health guidance as well as local case prevalence to inform nimble actions where necessary.

Mirroring its thoughtful reopening approach, the Company began welcoming back furloughed employees consistent with individual store operational needs. To date, approximately 50% of those furloughed in April have been reactivated.

“Our differentiated operating model, strong brand, dedicated associates, and engaging guest experiences continue to reinforce our optimism in long-term opportunities to increase market share and expand our retail footprint over time,” continued Dillon. “We anticipate COVID-19 will influence longer-term market shifts and create new real estate opportunities, supporting our ambition to ultimately operate between 1,500 to 1,700 Ulta Beauty stores in the U.S. To do so, we are proactively optimizing our real estate portfolio and have made strategic decisions to temporarily reduce new store openings and close a limited number of stores this year. Overall, our real estate portfolio generates healthy returns, and this limited and targeted approach to closing stores will position Ulta Beauty for even stronger financial performance in the future.”

Given the uncertainty and disruption created by COVID-19, the Company continues to refine its near-term new store opening plans and expects to open approximately 30 new stores in fiscal 2020. New store activity was temporarily paused in the first quarter due to COVID-19; openings are expected to resume in August 2020. As new store opening plans are finalized for fiscal 2021, the Company anticipates opening additional new stores in the U.S. and in mid-2021, will make its entry to Canada with a number of stores.

In addition, after evaluating its existing store portfolio, the Company plans to permanently close 19 stores in the second and third quarter of 2020. The Company intends to reassign affected store and salon associates where possible.

The Company plans to announce second quarter financial results on Thursday, August 27, 2020, after the market closes.

About Ulta Beauty

At Ulta Beauty (NASDAQ: ULTA), the possibilities are beautiful. Ulta Beauty is the largest U.S. beauty retailer and the premier beauty destination for cosmetics, fragrance, skin care products, hair care products and salon services. In 1990, the Company reinvented the beauty retail experience by offering a new way to shop for beauty – bringing together All Things Beauty, All In One Place. Today, Ulta Beauty has grown to become the top national retailer offering the complete beauty experience.

Ulta Beauty brings possibilities to life through the power of beauty each and every day in our stores and online with more than 25,000 products from approximately 500 well-established and emerging beauty brands across all categories and price points, including Ulta Beauty’s own private label. Ulta Beauty also offers a full-service salon in every store featuring hair, skin, brow, and make-up services.

Ulta Beauty is recognized for its commitment to personalized service, fun and inviting stores and our industry-leading Ultamate Rewards loyalty program. Ulta Beauty operates retail stores across 50 states and also distributes its products through its website, which includes a collection of tips, tutorials, and social content. For more information, visit www.ulta.com.

Forward-Looking Statements

This press release 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 the company’s current views with respect to, among other things, future events and financial performance. These statements can be identified 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 press release are based upon the company’s historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by the company or any other person that the future plans, estimates, targets, strategies or expectations contemplated by the company will be achieved. Such forward-looking statements are subject to various risks and uncertainties, which include, without limitation:

● The uncertain negative impacts the coronavirus (COVID-19) has had, and will continue to have, on the company’s business, financial condition, profitability, cash flows and supply chain, as well as consumer spending;

● epidemics, pandemics like COVID-19 or natural disasters that have and could continue to negatively impact the company’s sales;

● changes in the overall level of consumer spending and volatility in the economy, including as a result of the COVID-19 pandemic;

● the company’s ability to sustain its growth plans and successfully implement its long-range strategic and financial plan;

● the company’s ability to gauge beauty trends and react to changing consumer preferences in a timely manner;

● the possibility that the company may be unable to compete effectively in its highly competitive markets;

● the company’s ability to execute its Efficiencies for Growth cost optimization program;

● the possibility that cybersecurity breaches and other disruptions could compromise the company’s information or result in the unauthorized disclosure of confidential information;

● the possibility of material disruptions to the company’s information systems;

● the possibility that the capacity of the company’s distribution and order fulfillment infrastructure and the performance of its newly opened and to be opened distribution centers may not be adequate to support its recent growth and expected future growth plans;

● changes in the wholesale cost of the company’s products;

● the possibility that new store openings and existing locations may be impacted by developer or co-tenant issues;

● the company’s ability to attract and retain key executive personnel;

● the company’s ability to successfully execute its common stock repurchase program or implement future common stock repurchase programs; and

● other risk factors detailed in the company’s public filings with the Securities and Exchange Commission (the SEC), including risk factors contained in its Annual Report on Form 10-K for the year ended February 1, 2020, as such were amended and supplemented in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 2, 2020, and which may be further amended or supplemented in its subsequently filed Quarterly Reports on Form 10-Q.

The company’s filings with the SEC are available at www.sec.gov. Except to the extent required by the federal securities laws, the Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contacts:

Kiley Rawlins, CFA
Vice President, Investor Relations
krawlins@ulta.com
(331) 757-2206

Patrick Flaherty
Senior Manager, Investor Relations
pflaherty@ulta.com
(331) 253-3521

Media Contact:

Eileen Ziesemer
Vice President, Public Relations
eziesemer@ulta.com
(708) 305-4479

XML

Document and Entity Information	Jul. 20, 2020
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jul. 20, 2020
Entity File Number	001-33764
Entity Registrant Name	ULTA BEAUTY, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	38-4022268
Entity Address, Address Line One	1000 Remington Blvd.
Entity Address, Adress Line Two	Suite 120
Entity Address, State or Province	IL
Entity Address, City or Town	Bolingbrook
Entity Address, Postal Zip Code	60440
City Area Code	630
Local Phone Number	410-4800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ULTA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001403568
Amendment Flag	false