lulu-20210908
0001397187false00013971872021-09-082021-09-08

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
September 8, 2021
Date of Report (Date of earliest event reported)
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lululemon athletica inc.
(Exact name of registrant as specified in its charter)
 
Delaware001-3360820-3842867
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1818 Cornwall Avenue
Vancouver, British Columbia
Canada, V6J 1C7
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (604732-6124
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, par value $0.005 per shareLULUNasdaq Global Select Market
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 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 2.02.Results of Operations and Financial Condition.
On September 8, 2021, lululemon athletica inc. (the "Company") issued a press release announcing its financial results for the second quarter ended August 1, 2021 and certain other information. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern time on September 8, 2021 to discuss its financial results.
Item 9.01.Financial Statements and Exhibits.
 (d) Exhibits.
Exhibit No.  Description
99.1  



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
lululemon athletica inc.
Dated: September 8, 2021/s/ MEGHAN FRANK
Meghan Frank
Chief Financial Officer



EXHIBIT INDEX
 
Exhibit No.  Description
99.1  Press release issued on September 8, 2021.

Document

Exhibit 99.1

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LULULEMON ATHLETICA INC. ANNOUNCES SECOND QUARTER FISCAL 2021 RESULTS
Revenue increased 61% to $1.5 billion
Diluted EPS of $1.59, Adjusted EPS of $1.65
Vancouver, British Columbia – September 8, 2021 – lululemon athletica inc. (NASDAQ:LULU) today announced financial results for the second quarter of fiscal 2021.
Calvin McDonald, Chief Executive Officer, stated: "Our second quarter results demonstrate the continued momentum across the business, and how we are living into our Power of Three growth plan and Impact Agenda commitments. We launched exciting new products, experienced strength across channels and geographies, and announced new partnerships that will allow us to become a leader in product sustainability." McDonald continued: "I'm inspired every day by our teams around the world for their continued enthusiasm, agility, and commitment to the brand."
The fiscal year ending January 30, 2022 is referred to as "2021" and the fiscal year ended January 31, 2021 is referred to as "2020". The adjusted non-GAAP financial measures below exclude certain costs incurred in connection with the acquisition of MIRROR, and the related tax effects.
For the second quarter of 2021, compared to the second quarter of 2020:
Net revenue increased 61% to $1.5 billion. On a constant dollar basis, net revenue increased 56%.
Company-operated stores net revenue increased 142% to $695.1 million.
Direct to consumer net revenue increased 8% to $597.4 million. On a constant dollar basis, direct to consumer net revenue increased 4%.
Net revenue increased 63% in North America, and increased 49% internationally.
Direct to consumer net revenue represented 41.2% of total net revenue compared to 61.4% for the second quarter of 2020.
Gross profit increased 72% to $842.7 million and gross margin increased 390 basis points to 58.1%.
Income from operations increased 134% to $291.0 million. Adjusted income from operations increased 120% to $299.2 million.
Operating margin increased 630 basis points to 20.1%. Adjusted operating margin increased 560 basis points to 20.6%.
Income tax expense increased 123% to $83.1 million. The effective tax rate for the second quarter of 2021 was 28.5% compared to 30.0% for the second quarter of 2020. The adjusted effective tax rate was 27.9% for the second quarter of 2021 compared to 28.9% for the second quarter of 2020.
Diluted earnings per share were $1.59 compared to $0.66 in the second quarter of 2020. Adjusted diluted earnings per share were $1.65 compared to $0.74 in the second quarter of 2020.
The Company repurchased 0.5 million shares of its own common stock at an average price of $338.41 per share for a total cost of $171.1 million.
The Company opened 11 new company-operated stores during the second quarter, ending with 534 stores.
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The consolidated statement of operations for the second quarter of 2019 is included in the tables at the end of this release for reference. For the second quarter of 2021, compared to the second quarter of 2019:
Net revenue increased by $567.3 million, or 64%, representing a two-year compound annual growth rate of 28%.
Gross margin increased 310 basis points.
Operating margin increased 110 basis points. Adjusted operating margin increased 160 basis points.
Diluted earnings per share were $1.59 compared to $0.96 in the second quarter of 2019. Adjusted diluted earnings per share were $1.65 in the second quarter of 2021.
Meghan Frank, Chief Financial Officer, stated: "Our performance in Q2 was driven by a strong response to our product offering, improving productivity in our stores, and sustained strength in e-commerce. While we continue to navigate the COVID-19 environment, including supply chain headwinds, I'm excited with our momentum as we head into the second half of the year and pleased to be able to increase our guidance. I too would like to thank the teams across the globe for enabling our solid financial performance."
Balance sheet highlights
The Company ended the second quarter of 2021 with $1.2 billion in cash and cash equivalents and the capacity under its committed revolving credit facilities was $397.2 million. Inventories at the end of the second quarter of 2021 increased 17% to $789.8 million compared to $672.8 million at the end of the second quarter of 2020.
2021 Outlook
For the third quarter of 2021, we expect net revenue to be in the range of $1.400 billion to $1.430 billion. Diluted earnings per share are expected to be in the range of $1.28 to $1.33 for the quarter and adjusted diluted earnings per share are expected to be in the range of $1.33 to $1.38.
For 2021, we expect net revenue to be in the range of $6.190 billion to $6.260 billion. Diluted earnings per share are expected to be in the range of $7.16 to $7.26 for the year and adjusted diluted earnings per share are expected to be in the range of $7.38 to $7.48.
The guidance does not reflect potential future repurchases of the Company's shares.
The guidance and outlook forward-looking statements made in this press release are based on management's expectations as of the date of this press release and does not incorporate future unknown impacts from the spread of COVID-19. While most of the Company's retail locations are currently open, the Company continues to operate with necessary precautionary measures in place at its retail locations and distribution centers. Further resurgences in COVID-19, including from variants could cause additional restrictions, including temporarily closing all or some of our retail locations again, result in lower consumer demand, and cause further disruption in our supply chain. The Company undertakes no duty to update or to continue to provide information with respect to any forward-looking statements or risk factors, whether as a result of new information or future events or circumstances or otherwise. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of risks and uncertainties, including those stated below.
Conference Call Information
A conference call to discuss second quarter results is scheduled for today, September 8, 2021, at 4:30 p.m. Eastern time. Those interested in participating in the call are invited to dial 1-800-319-4610 or 1-604-638-5340, if calling internationally, approximately 10 minutes prior to the start of the call. A live webcast of the conference call will be available online at: http://investor.lululemon.com/events.cfm. A replay will be made available online approximately two hours following the live call for a period of 30 days.
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About lululemon athletica inc.
lululemon athletica inc. (NASDAQ:LULU) is a healthy lifestyle inspired athletic apparel company for yoga, running, training, and most other sweaty pursuits, creating transformational products and experiences which enable people to live a life they love. Setting the bar in technical fabrics and functional designs, lululemon works with yogis and athletes in local communities for continuous research and product feedback. For more information, visit www.lululemon.com.
Non-GAAP Financial Measures
Constant dollar changes and adjusted financial results are non-GAAP financial measures. A constant dollar basis assumes the average foreign currency exchange rates for the period remained constant with the average foreign currency exchange rates for the same period of the prior year. The Company provides constant dollar changes in its results to help investors understand the underlying growth rate of net revenue excluding the impact of changes in foreign currency exchange rates.
Adjusted income from operations, operating margin, income tax expense, effective tax rates, net income, and diluted earnings per share exclude items related to the MIRROR acquisition. We exclude transaction, integration costs, the gain on lululemon's previous investment in MIRROR, certain acquisition-related compensation costs, and the related income tax effects of these items. We believe these adjusted financial measures are useful to investors as they provide supplemental information that enable evaluation of the underlying trend in our operating performance, and enable a more consistent comparison to our historical financial information. Further, due to the finite and discrete nature of these costs, we do not consider them to be normal operating expenses that are necessary to operate the MIRROR business and we do not expect them to recur beyond the expiry of the related vesting periods. Management uses these adjusted financial measures and constant currency metrics internally when reviewing and assessing financial performance.
The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or with greater prominence to, the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the section captioned "Reconciliation of Non-GAAP Financial Measures" included in the accompanying financial tables, which includes more detail on the GAAP financial measure that is most directly comparable to each non-GAAP financial measure, and the related reconciliations between these financial measures.
Forward-Looking Statements:
This press release includes estimates, projections, statements relating to the Company's business plans, objectives, and expected operating results that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In many cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "outlook," "believes," "intends," "estimates," "predicts," "potential" or the negative of these terms or other comparable terminology. These forward-looking statements also include the Company's guidance and outlook statements. These statements are based on management's current expectations but they involve a number of risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in the forward-looking statements as a result of risks and uncertainties, which include, without limitation: the Company's ability to maintain the value and reputation of its brand; the current COVID-19 coronavirus pandemic and related government, private sector, and individual consumer responsive actions; its highly competitive market and increasing competition; increasing costs and decreasing selling prices; its ability to anticipate consumer preferences and successfully develop and introduce new, innovative and updated products; the acceptability of its products to guests; its ability to accurately forecast guest demand for its products; changes in consumer shopping preferences and shifts in distribution channels; its ability to expand in light of its limited operating experience and limited brand recognition in new international markets and new product categories; its ability to realize the potential benefits and synergies sought with the acquisition of MIRROR; its ability to manage its growth and the increased complexity of its business effectively; its ability to successfully open new store locations in a timely manner; seasonality; disruptions of its supply chain; its reliance on and limited control over third-party suppliers to provide fabrics for and to produce its products; suppliers or manufacturers not complying with its Vendor Code of Ethics or applicable laws; its ability to deliver its products to the market and to meet guest expectations if it has problems with its distribution system; increasing labor costs and other factors associated with the production of its products in South Asia and South East Asia; its ability to safeguard against security breaches with respect to its information technology systems; its compliance with privacy and data protection laws;
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any material disruption of its information systems; its ability to have technology-based systems function effectively and grow its e-commerce business globally; climate change, and related legislative and regulatory responses; increased scrutiny regarding its environmental, social, and governance, or sustainability responsibilities; an economic recession, depression, or downturn or economic uncertainty in its key markets; global economic and political conditions and global events such as health pandemics; its ability to source and sell its merchandise profitably or at all if new trade restrictions are imposed or existing trade restrictions become more burdensome; changes in tax laws or unanticipated tax liabilities; its ability to comply with trade and other regulations; fluctuations in foreign currency exchange rates; imitation by its competitors; its ability to protect its intellectual property rights; conflicting trademarks and the prevention of sale of certain products; its exposure to various types of litigation; and other risks and uncertainties set out in filings made from time to time with the United States Securities and Exchange Commission and available at www.sec.gov, including, without limitation, its most recent reports on Form 10-K and Form 10-Q. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements. The forward-looking statements made herein speak only as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as may be required by law.
Contacts:
Investor Contact:
lululemon athletica inc.
Howard Tubin
1-604-732-6124
or
ICR, Inc.
Joseph Teklits/Caitlin Churchill
1-203-682-8200

Media Contact:
lululemon athletica inc.
Erin Hankinson
1-604-732-6124
or
Brunswick Group
Eleanor French
1-415-671-7676

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lululemon athletica inc.
Condensed Consolidated Statements of Operations
Unaudited; Expressed in thousands, except per share amounts 
Second Quarter
First Two Quarters
202120202019202120202019
Net revenue$1,450,618 $902,942 $883,352 $2,677,083 $1,554,904 $1,665,667 
Costs of goods sold607,932 413,441 397,556 1,134,083 731,001 758,151 
Gross profit842,686 489,501 485,796 1,543,000 823,903 907,516 
As a percent of net revenue58.1%54.2%55.0%57.6%53.0%54.5%
Selling, general and administrative expenses541,317 352,881 317,814 1,037,951 652,464 610,722 
As a percent of net revenue37.3%39.1%36.0%38.8%42.0%36.7%
Amortization of intangible assets2,195 747 — 4,390 770 — 
Acquisition-related expenses8,143 11,464 — 15,807 13,509 — 
Income from operations291,031 124,409 167,982 484,852 157,160 296,794 
As a percent of net revenue20.1%13.8%19.0%18.1%10.1%17.8%
Other income (expense), net96 (344)1,850 323 830 4,229 
Income before income tax expense291,127 124,065 169,832 485,175 157,990 301,023 
Income tax expense83,053 37,264 44,842 132,145 42,557 79,430 
Net income$208,074 $86,801 $124,990 $353,030 $115,433 $221,593 
Basic earnings per share$1.60 $0.67 $0.96 $2.71 $0.89 $1.70 
Diluted earnings per share$1.59 $0.66 $0.96 $2.70 $0.88 $1.69 
Basic weighted-average shares outstanding130,007 130,245 130,285 130,187 130,248 130,489 
Diluted weighted-average shares outstanding130,490 130,799 130,783 130,742 130,802 131,060 

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lululemon athletica inc.
Condensed Consolidated Balance Sheets
Unaudited; Expressed in thousands 
August 1,
2021
January 31,
2021
August 2,
2020
ASSETS
Current assets
Cash and cash equivalents$1,170,041 $1,150,517 $522,998 
Inventories789,836 647,230 672,773 
Prepaid and receivable income taxes117,807 139,126 125,019 
Other current assets197,623 187,506 168,965 
Total current assets2,275,307 2,124,379 1,489,755 
Property and equipment, net806,387 745,687 698,514 
Right-of-use lease assets729,621 734,835 725,805 
Goodwill and intangible assets, net462,714 466,957 471,064 
Deferred income taxes and other non-current assets131,069 113,357 108,889 
Total assets$4,405,098 $4,185,215 $3,494,027 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable$203,546 $172,246 $122,767 
Accrued inventory liabilities33,316 14,956 31,675 
Other accrued liabilities 269,024 211,911 177,436 
Accrued compensation and related expenses150,331 130,171 84,102 
Current lease liabilities150,087 166,091 147,941 
Current income taxes payable13,743 8,357 75,153 
Unredeemed gift card liability137,021 155,848 106,425 
Other current liabilities24,286 23,598 17,810 
Total current liabilities981,354 883,178 763,309 
Non-current lease liabilities644,734 632,590 632,646 
Non-current income taxes payable38,073 43,150 43,150 
Deferred income tax liability60,010 58,755 46,901 
Other non-current liabilities9,761 8,976 6,919 
Stockholders' equity2,671,166 2,558,566 2,001,102 
Total liabilities and stockholders' equity$4,405,098 $4,185,215 $3,494,027 

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lululemon athletica inc.
Condensed Consolidated Statements of Cash Flows
Unaudited; Expressed in thousands 
First Two Quarters
20212020
Cash flows from operating activities
Net income$353,030 $115,433 
Adjustments to reconcile net income to net cash provided by operating activities146,742 (55,371)
Net cash provided by operating activities499,772 60,062 
Net cash used in investing activities(201,493)(545,323)
Net cash used in financing activities(290,767)(82,157)
Effect of foreign currency exchange rate changes on cash12,012 (3,089)
Increase (decrease) in cash and cash equivalents19,524 (570,507)
Cash and cash equivalents, beginning of period1,150,517 1,093,505 
Cash and cash equivalents, end of period$1,170,041 $522,998 

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lululemon athletica inc.
Reconciliation of Non-GAAP Financial Measures
Unaudited; Expressed in thousands, except per share amounts

Constant dollar changes in net revenue, and direct to consumer net revenue
The below changes show the change for the second quarter of 2021 compared to the second quarter of 2020.
Net RevenueDirect to Consumer Net Revenue
Change61 %%
Adjustments due to foreign currency exchange rate changes(5)(4)
Change in constant dollars56 %%

Adjusted financial measures
The following tables reconcile adjusted financial measures with the most directly comparable measures calculated in accordance with GAAP. The adjustments relate to the acquisition of MIRROR and its related tax effects. Please refer to Note 3. Acquisition included in Item 1 of Part I of our Report on Form 10-Q to be filed with the SEC on or about September 8, 2021 for further information on these adjustments.
Second Quarter 2021
Income from OperationsOperating MarginIncome Tax ExpenseEffective Tax RateNet IncomeDiluted Earnings Per Share
GAAP results$291,031 20.1 %$83,053 28.5 %$208,074 $1.59 
Transaction and integration costs1,035 0.1 1,035 0.01 
Acquisition-related compensation7,108 0.4 7,108 0.05 
Tax effect of the above434 (0.6)(434)— 
Adjusted results (non-GAAP)$299,174 20.6 %$83,487 27.9 %$215,783 $1.65 
First Two Quarters 2021
Income from OperationsOperating MarginIncome Tax ExpenseEffective Tax RateNet IncomeDiluted Earnings Per Share
GAAP results$484,852 18.1 %$132,145 27.2 %$353,030 $2.70 
Transaction and integration costs1,531 0.1 1,531 0.01 
Acquisition-related compensation14,276 0.5 14,276 0.11 
Tax effect of the above806 (0.7)(806)(0.01)
Adjusted results (non-GAAP)$500,659 18.7 %$132,951 26.5 %$368,031 $2.81 
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Second Quarter 2020
Income from OperationsOperating MarginIncome Tax ExpenseEffective Tax RateNet IncomeDiluted Earnings Per Share
GAAP results$124,409 13.8 %$37,264 30.0 %$86,801 $0.66 
Transaction and integration costs7,201 0.8 7,201 0.06 
Gain on existing investment(782)(0.1)(782)(0.01)
Acquisition-related compensation5,045 0.5 5,045 0.04 
Tax effect of the above1,967 (1.1)(1,967)(0.01)
Adjusted results (non-GAAP)$135,873 15.0 %$39,231 28.9 %$96,298 $0.74 
First Two Quarters 2020
Income from OperationsOperating MarginIncome Tax ExpenseEffective Tax RateNet IncomeDiluted Earnings Per Share
GAAP results$157,160 10.1 %$42,557 26.9 %$115,433 $0.88 
Transaction and integration costs9,246 0.6 9,246 0.07 
Gain on existing investment(782)(0.1)(782)(0.01)
Acquisition-related compensation5,045 0.4 5,045 0.04 
Tax effect of the above1,967 (0.9)(1,967)(0.01)
Adjusted results (non-GAAP)$170,669 11.0 %$44,524 26.0 %$126,975 $0.97 

Expected adjusted earnings per share
Third Quarter
Fiscal 2021
Fiscal 2021
Expected diluted earnings per share range
$1.28 to $1.33
$7.16 to $7.26
MIRROR integration and acquisition-related costs, net of tax$0.05
$0.22
Expected adjusted earnings per share range (non-GAAP)
$1.33 to $1.38
$7.38 to $7.48
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lululemon athletica inc.
Company-operated Store Count and Square Footage1
Square Footage Expressed in Thousands

Number of Stores Open at the Beginning of the QuarterNumber of Stores Opened During the QuarterNumber of Stores Closed During the QuarterNumber of Stores Open at the End of the Quarter
3rd Quarter 2020
506 11 515 
4th Quarter 2020
515 521 
1st Quarter 2021
521 523 
2nd Quarter 2021
523 11 — 534 

 Total Gross Square Feet at the Beginning of the Quarter
Gross Square Feet Added During the Quarter2
Gross Square Feet Lost During the Quarter2
Total Gross Square Feet at the End of the Quarter
3rd Quarter 2020
1,757 54 1,808 
4th Quarter 2020
1,808 55 1,858 
1st Quarter 2021
1,858 12 1,862 
2nd Quarter 2021
1,862 43 — 1,905 
 __________
1Company-operated store count and square footage summary excludes retail locations operated by third parties under license and supply arrangements.
2Gross square feet added/lost during the quarter includes net square foot additions for company-operated stores which have been renovated or relocated in the quarter.


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