Brian Tunick - JP Morgan Liz Dunn - Thomas Weisel Partners David Cumberland - Robert W. Baird Erinn Murphy - Piper Jaffray Daniel Hofkin - William Blair

Greetings and welcome to the Ulta Salon, Cosmetics & Fragrance Incorporated Second Quarter 2008 Results Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator Instructions). As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Allison Malkin of Integrated Corporate Relations. Thank you, Ms. Malkin. You may begin.

Thank you. Good afternoon. Before we get started, I’d like to remind you of the company’s Safe Harbor language, which I’m sure you’re all familiar with. The statements contained in this conference call which are not historical facts may be deemed to constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual future results may differ materially from those projected in such statements due to a number of risks and uncertainties, all of which are described in the company’s filings with the SEC. With respect to each reference we make on this call to adjusted net income per diluted share as a result of the October 2007 IPO, a reconciliation of net income per share on a GAAP basis to adjusted net income per share has been provided in Exhibit 4 of our earnings release, which is available on our website and has been filed with the SEC on Form 8-K. And now, I’d like to turn the call over to Ulta’s President and CEO, Lyn Kirby.

Thank you, Allison. Good afternoon, everyone. Thank you for joining us to discuss our second quarter fiscal 2008 results. On the call with me today is our Chief Financial Officer, Gregg Bodnar and following my opening remarks, Gregg will review our financial highlights and then I will provide closing comments and turn the call over to the operator, so that we can answer the questions you have for us today. We are pleased with the second quarter performance that we are announcing today. We delivered a 3.7% comp increase and earnings 1 penny above guidance. We believe these results in a difficult economy reflect the ongoing strength of our business model to provide women with an approachable beauty store experience that combines great value while satisfying all her beauty needs. Equally important, we continue to execute on our core strategies, flexing our unique marketing strategy to drive traffic, expanding our diversified portfolio of 500 plus brands across the Prestige and mass categories, executing balanced new store growth and effectively operating our store base and support infrastructure. The highlights for the quarter included, net sales of $249.1 million, reflecting increase of 24.3% from last year. Our comparable store sales increase of 3.7%, operating income growth of 46.2% from last year’s levels and adjusted income per diluted share of $0.06, which included incremental cost of $0.01 per share related to pre-opening expense. This represents a 50% increase from last year’s second quarter adjusted income per diluted share of $0.04. While we are proud of our accomplishments this quarter, we would have expected stronger performance in a more robust economy. However, the solid sales growth in spite of the economy continues to demonstrate that Ulta is increasingly becoming preferred destination for beauty. We are not dependent on any one brand for our growth…

Thanks, Lyn. As Lyn mentioned, our second quarter results reflected solid double-digit sales growth and better than expected expense leverage, which enabled us to achieve earnings a penny above our guidance range. Beginning with the review of the income statement, net sales increased 24.3% to 249.1 million from 200.4 million in the second quarter last year. Sales growth was driven by the addition of 72 new stores in operation versus a year ago and a 3.7% increase in comp store sales. This gain in comp store sales was on top of a 6.5% increase last year, resulting in a two-year increasing comp store sales of 10.2%. During the quarter we opened 18 new stores and remodeled 5 locations, ending the quarter with 283 stores and expanding square footage by 34.6% from last year’s second quarter. Gross profit dollars in second quarter increased 23.9% to 73.1 million from 59 million last year. Gross profit margin remains unchanged at 29.4% driven by expected deleverage and occupancy costs resulting from new store growth, offset by a one-time benefit from merchandise purchases at favorable terms to fill the new DC. Excluding this one-time benefit, our merchandising margin was flat to last year for the quarter. We continue to be pleased with the operation of our second distribution center in Phoenix, Arizona, which opened in the first quarter of this year. As many of you are aware, we have staged the increase in stores served by this facility to ensure a smooth transition. We are currently servicing 113 stores from this facility and expect to peak at approximately 120 stores before the fourth quarter this year. SG&A expenses were 61.9 million or 24.8% of net sales compared to the 51.2 million or 25.5% of net sales in the prior year period. This 70 basis point…

Thanks, Gregg. In summary, we are pleased with our second quarter and first half fiscal 2008 performance despite a difficult economy. We remain confident in our ability to continue our positive performance during the balance of the year. We have a proven business model. And this, combined with our passion to deliver a great customer experience, has us poised to deliver our annual goal. We are equally confident in attaining our long-term goal of reaching 1,000 stores. With that, I would like to turn the call back over to the operator to begin the question-and-answer portion of the call.

Thank you. [Operator Instructions] Our first question is from Mr. Brian Tunick with JP Morgan. Please proceed with your question.

Congrats. Two for Gregg and then I guess one for Lyn here. Maybe Gregg if you can give us a little more color here on what line items maybe gave you better than expected expense leverage and then may be you could talk about comp performance at the mature stores to remodel the refreshes either in the quarter or for the first half of the year and then maybe Lyn talk a little about the Bare essential sampling program and sort of what’s happening with them versus what they told us last month about slowdown in their business and if you can comment?

Sure Brian. We’ll take those about in that same order. In terms of the (inaudible) expect expense leverage as you can see our SG&A rate went down 70 basis points that was primarily better management of corporate expenses and the sales volume we delivered for the quarter. And then we also continued to achieve better than expected leverage in pre-opening expenses. And a lot of this is coming from just our management, the training programs in the transition of new managers from existing stores and coming in from the new marketplace, so getting a little bit better conversion of (inaudible) the new stores. And then, we also continue to better manage our balance sheet. Inventory levels were flat with the prior year. We also were successful in negotiating interest rate for expanding credit facilities, that were unchanged from last year and that continues to give us better operating leverage in totality. As far as comp performance in remodel stores, we continue to see mid single-digit comp performance which is in line with our expectations and that’s in the first 12 months of growth and we’ve been seeing that over the last 6 to 12 months. And then, with respect to the very older stores, as we typically characterize stores that are 8 years older, those stores continue to perform in the -- approximately flat comp performance range. I think that got all of your questions, Brian?

Yeah, yeah just around and then just for Lyn on the Bare.

On Bare, as you know we won’t comment specifically on the performance of the individual brand, but relative to the strategies that you spoke to, Brian, we are right in the midst of a first phase of the sample strategy that Bare has launched nation wide. We are distributing samples of their products as we speak right now. And we hope to see the response in terms of full size purchase in the weeks and next couple of months ahead in the back part of third quarter. We do have two unique opportunities. Unique to also that we are also developing and will be proposing to our consumers later in the quarter. One is a unique trial kit, also which is a $15 trial kit on their products and other is a (inaudible) kit for a $30 price point which has a $60 value. So, all these efforts, I guess was continuing to increase brand awareness and trial of the brand amongst the many customers that we still have or yet to try Bare essentials.

Okay. Thanks. I will get back in the queue.

Thank you. Our next question is from Liz Dunn with Thomas Weisel Partners. Please proceed with your question.

Hi, good afternoon. Congratulations on a good quarter in a difficult environment. Can you discuss any regional differences that you are seeing in trend and any differences in sort of types of stores, new markets versus sort of emerging markets. I also wanted to know if you could give us any sense of how much traffic is up and then I know you don’t provide specifics, but some color on category performance Prestige versus mass et cetera, what really was driving the comp?

Yeah, let’s take them one at a time, Liz. First of all, in terms of the traffic, it’s very balanced between average ticket and traffic. So the comp growth came from both of those areas. And Gregg, do you want to take the second question in terms of the real estate?

Yes, Liz in terms of new versus emerging markets, we haven’t seen a significant difference between new versus emerging markets, as we expect them to perform for some model, certainly as we go into a new market, it has a little bit different ramp and that still control our store model versus emerging market. But, no the new emerging markets continue to perform to our expectation. And then, in terms of regional differences, as we’ve said in the past, we’ve seen a little bit of softness, it’s not material in Southern California and Florida. And we haven’t seen any significant accretion or deterioration of that.

So, it would be safe to say that all regions are comping positively?

Yeah.

And relative to new stores in those regions, we opened two stores in Florida in second quarter we have one in third quarter and the performance – and the second quarter stores was very good and we get to see (inaudible) the third quarter one?

Okay, and then just the category performance?

Category performance, there was really no change, Liz from what we have said. We continue to see good growth from Prestige color and skin, so that continues. The only very small change and it’s a very only trend yet, so nothing to take to the bank at this stage. But we are seeing a slight uptick in our fragrance business that we are pleased with. It reflects both the newness in the category, as well as, some exciting merchandizing that we have – bring to our program for customers here also around to purchase activity. So, that’s the only slight uptick that we’ve seen at this point.

Okay. And then, just a follow-up to Brian’s question on Bare, I am sorry if I missed it, my phone was ringing just as you were answering, but when you will be getting the new Bare kits that I think support with that advertising yesterday as being the only one in the country to have?

Our Bare kit comes in later in this quarter. I don’t have the exact day in front of me, but it is towards late October, Liz.

Okay, thank you.

Thank you. Our next question is from Mr. David Cumberland with Robert W. Baird. Please proceed with your question.

Thanks, good afternoon. Lyn you noted several fragrance additions in Q2 and then second half. Is this is a faster phase as new product launches for you in that category and how important is newness in fragrance?

Newness in fragrance is always important. It is not highly brand loyal business and it is a high impulse business. So, it’s always an important piece. The rate of introduction is not faster than what we would normally do at this time of the year. The third quarter is a time of the year where there are a significant number of new fragrance is launched in preparation for moving into the holiday season, so at about the same rate. But we are delighted with the performance. We’ve had some very strong performance on some of those new brands in the early stages in this quarter that we are delighted with.

And then a couple of questions for Gregg on gross margin. Did (inaudible) of the DC hurt your gross margin? I think you had been expecting that and then, the one-time benefits that you called out, had that been factored into your guidance?

The one-time benefit was planned and expected. It was included in our second quarter guidance. As far as, the DC performs, just one reminder, remember in the first half of last year, we did a software conversion in our first DC to allow us the capability to open our second DC. And there was some incremental startup costs, most prevalent in the first quarter, but also flowing into the second quarter. So as we are opening up the second DC and incur any startup costs for that second DC is counting against the same time period where we had software conversion costs. So, the short answer of that David is very, very minor impact on gross margin, not material related to second DC. And we do get some benefit for some deals that we got to fill that second DC.

What can you say about the impact of the DC in the second half?

It was about 5 basis points, David in gross margin. Right. It is not material.

The outlook though for the impact of the DC in second half will be similar to that or very small?

As we go into the second half of the year, we’ve already cycled that startup cost from the software conversion in the first half of the year. So, we won’t have those comparisons in second half of the year. So, in second half of the year, expect probably about 20 basis points -- 30 basis points a quarter because we’re truly in an increase in fixed cost during that time period and then we’re not operating that DC obviously at full capacity relative to the single DC we had last year.

Understood. Thank you.

Thank you. Our next question is from Ms. Neely Tamminga with Piper Jaffray. Please proceed with your question.

Great. Thanks. It’s Erinn Murphy calling in for Neely, and congratulations on a solid job in the quarter. Lyn, I just had a couple questions for you one really with respect to their promotional calendar, if you could just remind what some of the big or major events you had in the fall and holiday period last year for just promotions and events and then I have a couple follow-up questions?

There are numerous events and I don’t think I can get into any individual one. I mean, during the second half of the year, we would have approximately eight newspaper inserts and we would have about six to seven individual marketing events to our customer club members. So, unless you want me to get into each and every one of those strategies, but as we speak to a broad picture strategic perspective for the back half of this year we are not anticipating at this stage that we will do more coverage of any weeks than we had in the back half of last year or incremental events at this point in time.

Okay. So, very consistent year-over-year?

Year-over-year, we -- yes. The cadence of course will vary dramatically as we respond to the economic trends in the marketplace, the propositions will vary dramatically as they did in both second quarter and first quarter to the prior year here. It is not a road calendar that we rollout and work to the consumer propositions to each of those events. We really do create them as fresh and as exciting as we can versus prior year.

Okay. That’s helpful. And, then, I had a question with respect to your loyal customer versus the non-loyalty card customer. I believe it’s kind of the IPO you spoke to the loyalty customer spending about $37 average ticket versus a $25 non-loyalty customer. Have you seen anything different in terms of just the basket size or the frequency at which each of those customers shops in your store?

No. Nothing of note. But, of course, they change relative to each other although in totality there is no question that our traffic is down versus where we would be in a more robust economy, that we’d certainly see more traffic in the store. Having said that, our traffic even in this economy we are able to with the promotional calendars and the marketing and the newness that we just spoke to we’re able to still keep a positive traffic count. But, relative to each other, no significant difference in the pattern.

Okay. Thank you. And, then, the last question is just with respect to your private label business. Is anything you noticed different in recent months in terms of just that flexing up as little bit of tetter pinch on the consumers’ wallet or any opportunities that you are looking at for that side of your business as you go forward into back half and then to beginning of next year?

We have in the first half of the year and we continue in the back half of the year to use that more aggressively than last year to provide a value proposition for our customers. So, we have been doing that with great success and we’ll continue to do that in the back half of the year. We have also flexed our muscle a little to try to get some extra new productivity under the private label brand in the back half of the year versus what we had in the back half of last year. So, it’s something -- it’s an area where obviously we can control our own destiny as opposed to being dependent on strategies from our brand partners. So, we are certainly flexing that up in both of those, newness and value.

Okay. Thank you very much, and good luck.

Thank you.

(Operator Instructions). Our next question is from Mr. Daniel Hofkin with William Blair. Please proceed with your question.

Good afternoon. I apologize, this question may have been asked earlier. I had a little trouble getting into the queue. In terms of new store performance, could you characterize the timing of new stores year-on-year in the second quarter versus last year. And, then, in the third quarter, is the new -- given that your overall annual plan of this is clearly more front-end weighted is that also the case in the third quarter and does that impact the kind of the implied new store productivity in the third quarter? And, then, I just have a question on sales trend by sort of broad category.

Dan, as we look at the second quarter, the timing of new stores opens were fairly balanced throughout the course of the quarter, maybe just slightly to the back half of the quarter as it relates to the second quarter. And, as we head into the third quarter, we mentioned that we’ve opened 10 stores so far on a program of 21. So, I would tell you that they are fairly well balanced in the third quarter this year as well.

Dan, to reiterate just the broader perspective of course we did move more stores or openings into second and first quarter versus third quarter. So, that’s why the third quarter store count will be down versus prior year in that effort to get balance across the program -- across our quarterly programs.

Sure. Okay. And, then, with regard to I guess broader category trend, you’ve commented generally that you haven’t seen a material change let’s say within sales mix in terms of people trading down. Has there -- I guess one the converse is, historically, if there was a faster pace potentially of trading up when the economy was stronger, has that pace moderated at all? Sort of the trade upto prestige brands clearly prestige is still driving above average comp, just little color on the dynamic there would be helpful.

Dan, no. We have not seen an acceleration or deceleration of that trade up and I think that that’s fairly evident in just the broad numbers that we gave you on our comp growth that it’s a fairly even split between average ticket and traffic. So, we continue to see the same balance that’s basically what we saw in first quarter as well. So, we’re really not seeing a shift at a micro level and it’s pretty self evident from that bottom-line performance and that balance between ticket and traffic.

Okay. Thank you.

Thank you very much, Dan.

Thank you. Our next question is from Mr. Brian Tunick with JP Morgan. Please proceed with your questions.

Yes. So, Gregg, I guess two follow-ups maybe? I guess number one, how many leases have you signed now for 2009 and maybe just some color on what you’re seeing from an occupancy cost there and do we still assume you guys need 3% to 5% comps to breakeven on occupancy leverage? And, then, maybe just share a little color on what’s happening on the salon side, what typically do you see in this environment coming from the salon? Thanks very much.

Sure. I’ll take the first two and then I’ll let Lyn take the third one on the salon. In terms of the program heading into next year, we have currently about 70% of the deals approved and roughly about half of those would have signed leases at this point. Any other ones would have letters of intent. So, well into our pipeline for 2008. In terms of or 2009. In terms of the deals, some of those deals have been done certainly first half of this year and back half of last year because we’re filling our pipeline as you know well out in advance and we are not seeing Brian significant improvement in terms with the developers. We continue to negotiate very aggressively with them and in some cases we’re seeing slightly better terms, but not dramatically across the board. And, then, in terms of the occupancy cost leverage, just as an example, if you look at this year with the square footage growth we’re going to have 25% this year, I would expect for the full year that you’re going to see about 50 basis points of occupancy cost de-leverage given the fact we’ve added in so many new stores this year and that’s within that sort of 3% to 5% range. So, as we head into 2009, as those stores start to come into the comp base, I’d expect that occupancy leverage to flatten out a little bit where next year it’ll maybe about 20 or 30 basis points on the same 3% to 5% comp range.

On the salon business Brian, we continue to deliver solid comp performance there and it very much reflects our focus on training, staffing, exciting marketing and the quality of our guest experience. So, we are happy with the performance of the salon business particularly given this difficult economy.

All right. Thanks, and congrats.

Thanks, Brian.

Brian, thanks. With that, I think that's just the end of our question and answer period. We don't have anymore questions in the queue. It was a pleasure to speak to you all today. Gregg and I are available for follow-up questions and we look forward to seeing some of you at some upcoming conferences that we have. We do hope you can come visit our future store when it opens in mid-October and we plan to post a video of that grand opening on our investor relation site for those of you who can’t make it there in person. Thank you again for your time today.

This concludes today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.