Good afternoon, and welcome to Ulta Beauty's Conference Call to discuss results for the third quarter of fiscal 2023. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce Ms. Kiley Rawlins, Vice President of Investor Relations. Ms. Rawlins, please proceed.

Thank you. Good afternoon, everyone, and thank you for joining us for a discussion of Ulta Beauty's results for the third quarter of fiscal 2023. Hosting our call today are Dave Kimbell, Chief Executive Officer; and Scott Settersten, Chief Financial Officer; Kecia Steelman, President and Chief Operating Officer, will join us for the Q&A session; Paula Oyibo, Senior Vice President of Finance, is also on the call with us today. Before we begin, I'd like to remind you of the company's safe harbor language. The statements contained in our 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. We caution you not to place undue reliance on these forward-looking statements, which speak only as of today, November 30, 2023. We have no obligation to update or revise our forward-looking statements, except as required by law, and you should not expect us to do so. We'll begin this afternoon with prepared remarks from Dave and Scott, and then open up the call for questions. To allow us to accommodate as many questions as possible during the hour scheduled for this call, we respectfully ask that you limit your time to one question and one follow-up question. [Operator Instructions] As always, the IR team will be available for any follow-up questions after the call. Now I'll turn the call over to Dave. Dave?

Thank you, Kiley, and good afternoon, everyone. We appreciate your interest in Ulta Beauty. I'll start today with comments about our CFO transition plans and then discuss our third quarter performance. Then Scott will review the financial results and our outlook. Starting with the succession plans we announced this afternoon. After nearly 20 years with Ulta Beauty and more than a decade as CFO, Scott Settersten has shared with us his decision to retire, effective April 1, 2024. From his early days helping take Ulta Beauty public and throughout the last 10 years as CFO, Scott's impact on Ulta Beauty has been tremendous. He's been a passionate steward of our business, and the strong and constant shareholder returns achieved during his tenure are a testament to his leadership and disciplined approach to driving profitable growth. I want to express my sincere gratitude to Scott for his partnership and his remarkable contributions to our business. He has been an exceptional partner to me and an inspirational leader for our team across the company. With Scott's retirement, I'm very pleased to announce that Paula Oyibo will be our next Chief Financial Officer. Paula is a dynamic finance executive with broad industry experience, and I am confident she is the right leader for this next chapter of Ulta Beauty's growth. Since joining the company in 2019, she has established herself as a trusted partner and visionary leader. Her deep understanding of our business, experience leading large finance organizations and strong commitment to nurturing talent with an inclusive culture make her the ideal person to serve as Ulta Beauty's next CFO. Paula will be a great addition to our dynamic executive team, and I look forward to partnering with her as we continue our growth journey. This announcement represents another great succession story for…

Thanks, Dave. Good afternoon, everyone. I want to echo Dave's sentiments and thank the Ulta Beauty team for delivering third quarter financial results that were ahead of our internal expectations. Solid sales growth supported by strong guest traffic and new store sales performance helped to mitigate some of the unique margin pressures we faced in the third quarter and enabled us to deliver gross margin modestly ahead of plan. SG&A spend was in line with expectations, resulting in operating margin of 13.1%. Turning to the P&L. Net sales for the quarter increased 6.4%, driven by 4.5% growth in comp sales, strong new store performance and solid growth in other revenue. Transactions for the quarter increased 5.9%, driven by healthy traffic across both channels. Average ticket decreased 1.4% as the decline in average units per transaction more than offset the impact of a higher average selling price. While retail price increases remain a benefit to our comp performance, the overall environment continues to normalize, and we are seeing the extraordinary pricing benefits from last year continue to roll off. We estimate price increases contributed less than 200 basis points to the overall comp in the third quarter. During the quarter, we opened 12 new stores and relocated 2 stores. In addition, we remodeled 11 stores. Q3 gross margin decreased 130 basis points to 39.9% compared to 41.2% last year. The decrease was primarily driven by lower merchandise margin, higher inventory shrink and higher supply chain costs, which were partially offset by strong growth in other revenue. Overall merchandise margin was lower, primarily due to lapping the timing benefit of retail price changes last year as well as increased promotional activity this year. While promotional activity continues to normalize, the overall financial impact remains meaningfully below 2019 levels. Inventory shrink continued to…

[Operator Instructions] Our first question comes from the line of Dana Telsey with Telsey Advisory Group.

Congratulations on the nice results. And Scott, congratulations on such a wonderful tenure at Ulta, and looking forward to your next chapter. And Paula, congratulations on the new role. As all of you think about the beauty category, which obviously has such resiliency and your sales up around 6%, how do you feel on the category trends with makeup and what we see there as that evolves going into next year, product newness, pricing? How do you parse it together? And looking at the gross margin and SG&A levers, the lower merchandise margin that you had and the higher shrink, how do you see that evolving going forward? And what's changing in the promotional and pricing area?

Great. Well, thanks for those nice comments about Scott and Paula, and I appreciate that. And I'll start with some thoughts about the beauty category and makeup specifically, to answer your question there, and then maybe Scott can pick up on the gross margin. As I mentioned in my comments, we remain very confident about the long-term future of the beauty category for all the reasons I highlighted, a steady stream of compelling newness, high level of engagement, emotional connection. The connection between wellness and beauty that's stronger than ever coming out of the pandemic give us confidence more broadly in beauty. And then makeup specifically is an important part of that. And while the makeup category for us was essentially flat for the quarter, we are confident in the future of that important part of our business. We see strong positive trends, a high level of engagement across all demographic groups. And as we get into both completing this fourth quarter and moving into next year, we're confident in what we'll drive driving our makeup business. Some of the actions that we've taken specifically in make up to drive this business forward, continuing to launch several new exclusive makeup brands, brands like Half Magic, which was created by the Euphoria makeup artist; Polite Society, a prestige brand, exclusive again to Ulta, from the creators of Too Faced; Rabanne, which is a contemporary Spanish fashion brand, launching into cosmetics exclusively at Ulta. We're just getting started with those 3 exclusive brands at Ulta Beauty. We continue to see strength with MAC, and we've expanded that into nearly all doors. Strong growth on key mass brands like e.l.f. and with great compelling innovation within that segment of the makeup business. I talked in my remarks about luxury and we're -- while we've expanded that throughout the year, we feel like we're just getting started there. We launched -- expanded CHANEL, launched Dior and Natasha Denona this year, and then added Pat McGrath in the third quarter. In new items with existing brands continue to make a difference in the category, and we're confident in what's ahead. A couple of recent examples: Tarte's Shape Tape Radiant Concealer, exclusive at Ulta Beauty; Juvia's Place blush liquid -- blushes, exclusive at Ulta; and newness from other existing brands like Clinique, Benefit, Anastasia, NYX, Maybelline, go down the list. So we're confident. We're lapping the biggest launch we had, with Fenty from 2022. But as we look forward, we see as both the items that we've launched and more newness coming as we enter into 2024, we're confident and optimistic both in the consumer engagement in makeup and beauty in general and our specific strategies to drive growth. Scott, do you want to talk about margins?

Sure. Thanks, Dana. So I'll give you a little bit more maybe than you were thinking about when you initially put this question together because I'm sure it's on other investors' minds as well. So thinking about '24 and beyond. And again, this is directional, in no particular order, but I kind of start with the headwinds. So supply chain transformation will continue to be a tougher compare for us as we think about next year as we continue to build out in and work through our distribution centers across the country. E-commerce mix, we've talked about. Again, it's been a bit of a benefit for us the last couple of years. We expect e-commerce to grow at a higher rate than brick-and-mortar next year and the years to come, and so that will be a headwind for us in gross margin. Again, we've got ways to mitigate that now that we didn't have back in 2019, namely BOPIS, ship from store and same-day delivery. So those would be the headwinds. I'd say promotionality is something I call kind of a TBD. So again, 2023 has been a bit of a deleverage point for us because we're getting back into a more normal environment. It's yet to be seen on how 2024 will shake out. So that's something we'll have to navigate. On the plus side, you mentioned a couple. Well, other revenue, #1 again. 2023, it's been a big tailwind for us. We would expect that to continue, although moderating a bit in '24. Cycling over price increases this year has been a major headwind to the business in the gross margin line. That will moderate as we get into -- deeper into 2024 and cycle through some of that. Shrink, we called out third quarter. We're gaining on it a little bit. Again, it's not mission accomplished by any stretch of the imagination, but we do feel like we've got tactics in place now that will help us get that better managed. UB Media, [ it's and ] as that business continues to scale up, we expect that to be a margin benefit for us. And then, of course, fixed cost, again, in the third quarter a bit of an anomaly with some of the repair and maintenance expenses that we absorb, but over the long term, we expect to be able to kind of leverage fixed store cost on a 3% to 5% comp.

And our next question comes from the line of Lorraine Hutchinson with Bank of America.

You mentioned some brick-and-mortar share loss in prestige in the quarter. Can you talk about strategies, brand launches, marketing that you're working on to defend the share and return to growth?

Yes. Thanks for the question, Lorraine. Yes, yes, we -- it is our objective to gain share across all parts of our business, and we did -- we feel positive about that in many parts, including our mass business, our prestige skin care, our prestige fragrance business, our prestige e-commerce business. But brick-and-mortar was pressured, and we think that's largely due to expanded points of distribution. There are hundreds more brick-and-mortar locations in the market now than there were even just a couple of years ago. And -- but what we see is more of a short-term impact from this competitive -- kind of the competitive pressure. Historically, as we've seen new locations open near our existing locations, there's a short-term modest impact. But relatively quickly, our stores are able to rebound and recover and to drive growth, share growth over time. So largely, what we're seeing, and we're confident in the path ahead that our strategies, our holistic strategies and everything that we're doing across our assortment, across our brand engagement, our loyalty program, and then certainly, the human experience that we uniquely deliver in our stores give us a lot of confidence that while there's some short-term pressure year-over-year, we're still stronger in share than we were pre-pandemic, and we're confident in growth behind our strategies going forward.

Our next question comes from the line of Mark Altschwager with Baird.

Scott and Paula, congratulations to each of you. So for the Q4, you mentioned that you refined your outlook given some of the risk to consumer spending and endpoints of distribution. I guess but overall, you are raising the low end of your guide Q3 a bit better than your internal expectations. So maybe just give us a little bit more detail on how your views on category spending and the promotional backdrop have changed versus 3 months ago?

Yes. I would -- yes, so I'll start and let Scott give a little insight here. When we look at the promotional environment, maybe I'll start there, Mark. The -- as we highlighted in the third quarter, the promotional environment was higher in Q3 than a year ago, but still meaningfully below 2019 levels. So while we're seeing some increase, it's -- we don't see an irrational promotional market. We're definitely not back to 2019 levels. And we've been able to leverage our capabilities behind CRM and overall personalization to manage more effectively within our promotional intensity. So with that backdrop, as we look into the fourth quarter, again, we're not expecting anything radically different than what we saw, a bit more promotional, not irrational to what we've essentially seen so far, not back to 2019 levels. And when we look at our outlook, and I'll let Scott give a little bit more color, we really haven't changed our fourth quarter comp sales. As we've been talking for a while, we've seen -- we expected in the second half of this year for comp to moderate to low single digits. We were a bit ahead of that in the third quarter, and we're still confident in our outlook for the fourth quarter, and that gave us -- really our third quarter performance gave us the confidence to move up the bottom end of that range. So as we look out, we're not anticipating any major disruptions from promotion. But Scott mentioned the biggest weeks of holiday are still ahead. So we're staying close to that. The consumer engagement, we're positive about, and that's reflected in our updated refined outlook going forward.

And I would just reiterate what Dave said, our fourth quarter comp sales expectations have not changed, all right? We are giving ourselves a little bit wider range, I would say, on operating margin than you would probably expect to see at this stage of the year. But it is $1 billion above the last couple of quarters. So small changes in consumer reaction could have a bigger impact on our business. So we're just being prudent, giving ourselves room to maneuver, I guess I would say, thinking about how we deliver overall great experience for the guests, both in the store and online. And again, we feel like we're really well positioned. We're off to a good start, but there's still a long way to go.

And our next question comes from the line of Michael Binetti with Evercore ISI.

Scott, may I add my congrats. It's been great, the conversations over the years has been wonderful, and Paula, cannot wait to work with you. Dave, you reminded us how resilient the category is in the low to mid-single-digit growth over time. The comp [ you have ] for the fourth quarter allows comps to go as low as flat, so below the algo, below the industry rate. I know there's some unique hurdles that you pointed to. Is that really the only impediment to a normal return to normal comp? Is the hurdles a January effect that you pointed to? And then I'm also curious with SG&A growing double digits this quarter, Scott, you mentioned algo comp next year. Can you just kind of walk us through how to get to leverage on SG&A given the recent growth rate in the SG&A line?

Yes, I'll start with comp. But yes, I think you've said it well. We're again, when we look long term, very confident in the total growth of the category and our ability to gain share. That's certainly our objective all the time. As we look in the fourth quarter, it's a -- we are lapping a very strong fourth quarter last year. We anticipated this. We've been talking about a moderation in our comp trends all year long. And so far, it's played out essentially as we thought with some modest improvement, a little bit ahead of that, but that's how we anticipated. So when we look into the fourth quarter, what's reflected in our outlook is continued strong engagement, a successful holiday and healthy comps certainly on a 2-, 3-year basis, but we're lapping some strong performance last year as we get through this fourth quarter.

And Michael, we're in the midst of a multiyear transformation on many fronts across the business that, again, we expect to deliver significant efficiencies and optimization opportunities for our business for many years to come. And so 2023 is an extraordinary investment year. A lot of it is coming through the SG&A line, again, the $60 million to $70 million on top of $50 million last year, again, we believe we're at or near the peak of that. Third quarter bore a large brunt of the burden for 2023. So we would expect SG&A growth to moderate in '24 and beyond. And -- but I would remind folks, again, when you're just calling out the SG&A line, we have said consistently we're willing to invest in SG&A as long as we can deliver operating margin leverage. So again, UB Media is a good example of that. It costs money, people cost, tool cost and things to ramp up there over time, but we get back in the gross margin line over the long term. So we're well positioned for the future and believe we're on the right track.

Our next question comes from the line of Oliver Chen with TD Cowen.

David, Paula and Scott, it's been awesome to work with you. Congrats on everything you've done and the years ahead. As you think about stores and the store maximum potential, you've had really nice new store productivity and also pretty extraordinary e-commerce growth. What are you thinking about for smaller format and also as you continue to modernize the experience, how the stores should be laid out? And then second, on UB Media, a big part of the future is digital advertising. What's the path there in terms of what you're doing? It feels -- we believe that a lot of the brands do appreciate the data that you have and the cross-section you can offer them as well.

Yes. Thanks, Oliver. I'll start with stores. We continue to reiterate our outlook of 1,500 to 1,700 stores, and towards -- and we've said that we believe we'll be towards the high end of that range. That hasn't changed and we're confident in that. And that does not include our expansion in partnership with Target. And as I mentioned in the call, we're up to 510 of those locations. Our store-level earnings, our store profitability remains very healthy. We're very positive about the new store opening performance, and we're confident in the opportunity to continue to expand our presence. We have a couple of things that you highlighted. We've been testing and I'd say, expanding really a smaller format, which is a 5,000 square foot store that's really targeted towards smaller markets, more remote markets, and we're having good success there. We've updated our full store layout that we've expanded into -- I think it's maybe 80 stores now or so that all new stores and some remodels that have a new format that makes it more intuitive to shop the whole store. The categories are bundled together. The services are highlighted more. The brands are easier to engage in. And so we continue to invest in the experience and elevate how we're engaging with our guests. And we're very bullish on the stores, the performance and the outlook. On UB Media, we're pleased with our advancements. We've invested in that this year. We've had hundreds of brands participate, thousands of campaigns over the course of the year. We've expanded our team. And it's exactly what you said, the power of our data, the unique insights that we can bring because we have 42 million members and we have an assortment that spans all price points in all categories and all geographies and demographics, we've got a really powerful tool with our brands. We can bring value to our brands through that. And so I'd say we'll continue to see good results from that. And -- but I'd also say we're just getting started with a lot of opportunity, more to come as we look into the future. So we're putting -- we're accelerating that effort as well.

Okay, David. Last on AI. You have QM Scientific and creative deals you've done, and you've also been active in augmented reality. Are there any highlights about how you see AI impacting the pre- and post-shopping experience and/or how you're utilizing it across the organization?

Yes. You're sneaking another question in, Oliver. On Scott's announcement day, too, right? So -- but yes, AI is an important part of our business. You mentioned QM Scientific, which we bought a few years ago, really is one step among many to increase the power of advanced analytics to more personalize our guest experience. And I'd say across the board, we're bringing that to life, more opportunity to go for sure, but with an ultimate objective of being able to better anticipate and understand our guest needs and desires and behaviors so we can better service them in store, online and through all of our touch points. And then we're using generative AI, we're really just getting started, but we see opportunities within Gen AI to streamline, accelerate and advance some of the experiences, things like our product descriptions, to automate some of that to make it more real time to speed up our innovation to leverage some of our creative processes. And behind the scenes with some data management and supply chain and other places. So we're excited about both what it's contributed so far, and it's a big focus for our organization to take full advantage and be a leader in that space as well.

Our next question comes from the line of Krisztina Katai with Deutsche Bank.

I'll add my congratulations to both Scott and Paula. But my question is to you, Dave. I was wondering if you could talk about member engagement. You said that Diamond and Platinum members increased 20%. So what are you seeing with some of these newer members versus your more mature cohorts? And what are some of the early reads that you can share from a personalization effort perspective, how those are helping the maturation of wallet share or member spending that essentially gives you confidence that you can continue to deliver on your compound goals?

Yes. Great question, Krisztina, because our loyalty program is so key to our business and to our success. And I tell you, I can't -- couldn't be more pleased and proud of the team's efforts to evolve and advance this program. And what I say internally to our 53,000 associates is, every single one of us own and contribute to loyalty, both the acquisition of new members, but importantly, the engagement and delighting our members every single day, in-store, online and our guest services through our assortment, our advertising, our social media, every touch point we have. And so it is an always-on activity for us, it's top of mind every day for us to make sure that we are delighting our guests because we know that's the secret to our success and our long-term future. The big picture result of 8% growth of our loyalty program is evidence that that's working because the things that come together to drive that type of growth on a big number, a big number to start with is, first and foremost, retention. We wouldn't be growing it if we weren't retaining at a very high, very healthy, we believe, industry-leading level, and we continue to work to improve that every day with every member through our personalization. So the personalization efforts, I'd say, first and foremost, are ultimately about retention because if I can use personalization to provide more value to our guests, then they will be more likely to stay with us, to buy more with us and to be a long-term guest and move up into the Platinum and Diamond levels and all of that. We also saw nice results in new member, have never been a member of Ulta Beauty, and we continue to expand that, and that's through our new stores, our advertising, our partnership with Target, our digital presence, our social media. And we feel like while we've had a lot of scale, there are tens of millions of beauty enthusiasts that are not currently part of our program. And the third area is reactivation, where while we have very strong, healthy retention, we don't retain everybody. So there is a pool of guests that -- most of the time, it isn't because they had a bad experience. They just fell out of the habit of shopping at Ulta. And so we have a very personalized direct program to reengage and reactivate those lost guests, and that's been contributing to our growth. So across the board, we're pleased with the engagement. We're pleased with the spend per member. All metrics in that program continue to be encouraging to us and we see a long runway, and we're focused on it every day through innovation, hard work and just a commitment to guest experience to drive that for the long term.

Operator, I think we have time for one more question.

Sure. Our last question comes from the line of Michael Lasser with UBS.

Best wishes to Scott and Paula. My question is, how long are you willing to absorb market share losses in the prestige beauty category before responding with an increase in promotional activity? And if we assume that those market share losses extend into 2024, how is that going to impact Ulta Beauty's ability to achieve its earnings algorithm next year?

Yes, Michael, I'd say that, first, I'd start by answering that question is, yes, our goal and our long-term history is to gain share. And our entire strategy across our assortment, our marketing, the loyalty program, our stores, our e-com, our digital tools, everything we do is designed to be a leader and to gain share and to drive our business forward. And in many parts of our business, we have been and continue to be doing that. Our prestige makeup and hair business have been more challenged. And that's really a reflection of expanded points of distribution, which I talked about hundreds of points of distribution in -- largely in those that are impacting disproportionately those categories and some other competitive pressures. In mass makeup, in mass skincare, in mass hair care, in prestige skincare, prestige fragrance, we are gaining share and have continued to do so. So our focus is to continue to do that, to take the healthy, strong share growing parts of our business and accelerate that, and to return the ones that have been a bit more challenged to growth, and we have got plans to do that. I talked about makeup on an earlier question. And we, both through the newness that we've launched and more to come as we turn the calendar to 2024, the execution that we have in store, our focus online, we're confident that we will be able to drive that back. Same holds true in hair care. Specifically around promo, honestly, we see it, Michael, as a balance. Where we feel good about our overall position, our overall growth, as I said, we're gaining share in many parts of our business, and so we're pinpointed in how we want to leverage our promotional intensity. We don't want to wildly…

And this concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.