Virginia | 26-2018846 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
500 Volvo Parkway, Chesapeake, Virginia | 23320 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Common Stock, par value $.01 per share | DLTR | NASDAQ Global Select Market |
Yes ý | No ¨ |
Yes ý | No ¨ |
Large accelerated filer ý | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company ¨ |
Emerging growth company ¨ |
¨ |
Yes ¨ | No ý |
Page | ||
PART I - FINANCIAL INFORMATION | ||
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II - OTHER INFORMATION | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 5. | ||
Item 6. | ||
13 Weeks Ended | ||||||||
May 4, | May 5, | |||||||
(in millions, except per share data) | 2019 | 2018 | ||||||
Net sales | $ | 5,808.7 | $ | 5,553.7 | ||||
Cost of sales | 4,081.5 | 3,854.1 | ||||||
Gross profit | 1,727.2 | 1,699.6 | ||||||
Selling, general and administrative expenses | 1,341.7 | 1,262.0 | ||||||
Operating income | 385.5 | 437.6 | ||||||
Interest expense, net | 41.4 | 230.0 | ||||||
Other expense, net | 0.2 | 0.2 | ||||||
Income before income taxes | 343.9 | 207.4 | ||||||
Provision for income taxes | 76.0 | 46.9 | ||||||
Net income | $ | 267.9 | $ | 160.5 | ||||
Basic net income per share | $ | 1.13 | $ | 0.68 | ||||
Diluted net income per share | $ | 1.12 | $ | 0.67 |
13 Weeks Ended | ||||||||
May 4, | May 5, | |||||||
(in millions) | 2019 | 2018 | ||||||
Net income | $ | 267.9 | $ | 160.5 | ||||
Foreign currency translation adjustments | (2.8 | ) | (3.9 | ) | ||||
Total comprehensive income | $ | 265.1 | $ | 156.6 |
(in millions) | May 4, 2019 | February 2, 2019 | May 5, 2018 | |||||||||
ASSETS | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | 725.8 | $ | 422.1 | $ | 475.2 | ||||||
Merchandise inventories | 3,325.5 | 3,536.0 | 3,248.2 | |||||||||
Other current assets | 194.8 | 335.2 | 318.6 | |||||||||
Total current assets | 4,246.1 | 4,293.3 | 4,042.0 | |||||||||
Property, plant and equipment, net of accumulated depreciation of $3,822.7, $3,690.6 and $3,322.3, respectively | 3,525.0 | 3,445.3 | 3,249.7 | |||||||||
Restricted cash | 24.7 | 24.6 | — | |||||||||
Operating lease right-of-use assets | 6,111.0 | — | — | |||||||||
Goodwill | 2,295.9 | 2,296.6 | 5,024.2 | |||||||||
Favorable lease rights, net of accumulated amortization of $287.8 and $251.0 at February 2, 2019 and May 5, 2018, respectively | — | 288.7 | 354.9 | |||||||||
Trade name intangible asset | 3,100.0 | 3,100.0 | 3,100.0 | |||||||||
Other assets | 51.6 | 52.7 | 56.3 | |||||||||
Total assets | $ | 19,354.3 | $ | 13,501.2 | $ | 15,827.1 | ||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
Current liabilities: | ||||||||||||
Current portion of long-term debt | $ | 750.0 | $ | — | $ | — | ||||||
Current portion of operating lease liabilities | 1,215.9 | — | — | |||||||||
Accounts payable | 1,186.5 | 1,416.4 | 1,181.5 | |||||||||
Income taxes payable | 125.2 | 60.0 | 81.7 | |||||||||
Other current liabilities | 701.7 | 619.3 | 654.0 | |||||||||
Total current liabilities | 3,979.3 | 2,095.7 | 1,917.2 | |||||||||
Long-term debt, net, excluding current portion | 3,516.9 | 4,265.3 | 5,040.1 | |||||||||
Operating lease liabilities, long-term | 4,849.5 | — | — | |||||||||
Unfavorable lease rights, net of accumulated amortization of $76.9 and $66.5 at February 2, 2019 and May 5, 2018, respectively | — | 78.8 | 94.5 | |||||||||
Deferred income taxes, net | 954.2 | 973.2 | 976.2 | |||||||||
Income taxes payable, long-term | 35.8 | 35.4 | 42.5 | |||||||||
Other liabilities | 262.7 | 409.9 | 400.9 | |||||||||
Total liabilities | 13,598.4 | 7,858.3 | 8,471.4 | |||||||||
Commitments and contingencies | ||||||||||||
Shareholders’ equity | 5,755.9 | 5,642.9 | 7,355.7 | |||||||||
Total liabilities and shareholders’ equity | $ | 19,354.3 | $ | 13,501.2 | $ | 15,827.1 | ||||||
Common shares outstanding | 237.6 | 238.1 | 237.8 |
13 Weeks Ended May 4, 2019 | |||||||||||||||||||||||
(in millions) | Common Stock Shares | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Share- holders' Equity | |||||||||||||||||
Balance at February 2, 2019 | 238.1 | $ | 2.4 | $ | 2,602.7 | $ | (38.3 | ) | $ | 3,076.1 | $ | 5,642.9 | |||||||||||
Cumulative effect of adopted accounting standards, net | — | — | — | — | (65.3 | ) | (65.3 | ) | |||||||||||||||
Net income | — | — | — | — | 267.9 | 267.9 | |||||||||||||||||
Total other comprehensive loss | — | — | — | (2.8 | ) | — | (2.8 | ) | |||||||||||||||
Issuance of stock under Employee Stock Purchase Plan | 0.1 | — | 3.1 | — | — | 3.1 | |||||||||||||||||
Exercise of stock options | — | — | 2.9 | — | — | 2.9 | |||||||||||||||||
Stock-based compensation, net | 0.4 | — | 7.2 | — | — | 7.2 | |||||||||||||||||
Repurchase of stock | (1.0 | ) | — | (100.0 | ) | — | — | (100.0 | ) | ||||||||||||||
Balance at May 4, 2019 | 237.6 | $ | 2.4 | $ | 2,515.9 | $ | (41.1 | ) | $ | 3,278.7 | $ | 5,755.9 |
13 Weeks Ended May 5, 2018 | |||||||||||||||||||||||
(in millions) | Common Stock Shares | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Share- holders' Equity | |||||||||||||||||
Balance at February 3, 2018 | 237.3 | $ | 2.4 | $ | 2,545.3 | $ | (32.3 | ) | $ | 4,666.9 | $ | 7,182.3 | |||||||||||
Net income | — | — | — | — | 160.5 | 160.5 | |||||||||||||||||
Total other comprehensive loss | — | — | — | (3.9 | ) | — | (3.9 | ) | |||||||||||||||
Issuance of stock under Employee Stock Purchase Plan | 0.1 | — | 3.3 | — | — | 3.3 | |||||||||||||||||
Exercise of stock options | — | — | 1.3 | — | — | 1.3 | |||||||||||||||||
Stock-based compensation, net | 0.4 | — | 12.2 | — | — | 12.2 | |||||||||||||||||
Balance at May 5, 2018 | 237.8 | $ | 2.4 | $ | 2,562.1 | $ | (36.2 | ) | $ | 4,827.4 | $ | 7,355.7 |
13 Weeks Ended | ||||||||
May 4, | May 5, | |||||||
(in millions) | 2019 | 2018 | ||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 267.9 | $ | 160.5 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 151.2 | 151.5 | ||||||
Provision for deferred income taxes | 3.0 | (9.0 | ) | |||||
Amortization of debt discount and debt-issuance costs | 1.6 | 49.7 | ||||||
Other non-cash adjustments to net income | 33.4 | 33.6 | ||||||
Loss on debt extinguishment | — | 114.7 | ||||||
Changes in operating assets and liabilities | 157.0 | (113.4 | ) | |||||
Net cash provided by operating activities | 614.1 | 387.6 | ||||||
Cash flows from investing activities: | ||||||||
Capital expenditures | (209.2 | ) | (180.9 | ) | ||||
Proceeds from governmental grant | 16.5 | — | ||||||
Proceeds from (payments for) fixed asset disposition | 0.3 | (0.2 | ) | |||||
Net cash used in investing activities | (192.4 | ) | (181.1 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from long-term debt, net of discount | — | 4,775.8 | ||||||
Principal payments for long-term debt | — | (5,432.7 | ) | |||||
Debt-issuance and debt extinguishment costs | — | (155.3 | ) | |||||
Proceeds from revolving credit facility | — | 50.0 | ||||||
Repayments of revolving credit facility | — | (50.0 | ) | |||||
Proceeds from stock issued pursuant to stock-based compensation plans | 5.8 | 4.6 | ||||||
Cash paid for taxes on exercises/vesting of stock-based compensation | (23.3 | ) | (21.2 | ) | ||||
Payments for repurchase of stock | (100.0 | ) | — | |||||
Net cash used in financing activities | (117.5 | ) | (828.8 | ) | ||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (0.4 | ) | (0.3 | ) | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 303.8 | (622.6 | ) | |||||
Cash, cash equivalents and restricted cash at beginning of period | 446.7 | 1,097.8 | ||||||
Cash, cash equivalents and restricted cash at end of period | $ | 750.5 | $ | 475.2 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for: | ||||||||
Interest, net of amounts capitalized | $ | 6.3 | $ | 259.9 | ||||
Income taxes | $ | 6.4 | $ | 6.6 | ||||
Non-cash transactions: | ||||||||
Accrued capital expenditures | $ | 55.1 | $ | 53.5 |
(in millions) | May 4, 2019 | February 2, 2019 | May 5, 2018 | |||||||||
Level 1 | ||||||||||||
Deferred compensation plan assets | $ | 22.2 | $ | 21.8 | $ | 21.7 |
May 4, 2019 | February 2, 2019 | May 5, 2018 | ||||||||||||||||||||||
(in millions) | Fair Value | Carrying Value | Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||||||
Level 1 | ||||||||||||||||||||||||
Senior Notes | $ | 4,348.9 | $ | 4,276.5 | $ | 4,198.6 | $ | 4,275.5 | $ | 4,268.2 | $ | 4,272.4 | ||||||||||||
Level 2 | ||||||||||||||||||||||||
Term Loan Facility | — | — | — | — | 774.2 | 779.5 |
13 Weeks Ended | ||||||||
May 4, | May 5, | |||||||
(in millions, except per share data) | 2019 | 2018 | ||||||
Basic net income per share: | ||||||||
Net income | $ | 267.9 | $ | 160.5 | ||||
Weighted average number of shares outstanding | 238.0 | 237.5 | ||||||
Basic net income per share | $ | 1.13 | $ | 0.68 | ||||
Diluted net income per share: | ||||||||
Net income | $ | 267.9 | $ | 160.5 | ||||
Weighted average number of shares outstanding | 238.0 | 237.5 | ||||||
Dilutive effect of stock options and restricted stock (as determined by applying the treasury stock method) | 1.1 | 1.0 | ||||||
Weighted average number of shares and dilutive potential shares outstanding | 239.1 | 238.5 | ||||||
Diluted net income per share | $ | 1.12 | $ | 0.67 |
Number of Shares | Weighted Average Grant Date Fair Value | ||||||
Nonvested at February 2, 2019 | 1,446,100 | $ | 86.96 | ||||
Granted | 756,012 | 102.00 | |||||
Vested | (621,920 | ) | 84.67 | ||||
Forfeited | (22,700 | ) | 91.05 | ||||
Nonvested at May 4, 2019 | 1,557,492 | $ | 95.83 |
13 Weeks Ended | ||||||||
May 4, | May 5, | |||||||
(in millions) | 2019 | 2018 | ||||||
Condensed Consolidated Income Statement Data: | ||||||||
Net sales: | ||||||||
Dollar Tree | $ | 2,959.3 | $ | 2,784.5 | ||||
Family Dollar | 2,849.4 | 2,769.2 | ||||||
Consolidated Net sales | $ | 5,808.7 | $ | 5,553.7 | ||||
Gross profit: | ||||||||
Dollar Tree | $ | 1,021.2 | $ | 960.8 | ||||
Family Dollar | 706.0 | 738.8 | ||||||
Consolidated Gross profit | $ | 1,727.2 | $ | 1,699.6 | ||||
Operating income (loss): | ||||||||
Dollar Tree | $ | 390.9 | $ | 372.7 | ||||
Family Dollar | 90.4 | 143.8 | ||||||
Corporate and support | (95.8 | ) | (78.9 | ) | ||||
Consolidated Operating income | 385.5 | 437.6 | ||||||
Interest expense, net | 41.4 | 230.0 | ||||||
Other expense, net | 0.2 | 0.2 | ||||||
Income before income taxes | $ | 343.9 | $ | 207.4 |
As of | ||||||||||||
May 4, | February 2, | May 5, | ||||||||||
(in millions) | 2019 | 2019 | 2018 | |||||||||
Condensed Consolidated Balance Sheet Data: | ||||||||||||
Goodwill: | ||||||||||||
Dollar Tree | $ | 386.9 | $ | 376.5 | $ | 346.1 | ||||||
Family Dollar | 1,909.0 | 1,920.1 | 4,678.1 | |||||||||
Consolidated Goodwill | $ | 2,295.9 | $ | 2,296.6 | $ | 5,024.2 | ||||||
Total assets: | ||||||||||||
Dollar Tree | $ | 6,996.0 | $ | 3,992.6 | $ | 3,598.9 | ||||||
Family Dollar | 12,004.3 | 9,144.7 | 11,892.9 | |||||||||
Corporate and support | 354.0 | 363.9 | 335.3 | |||||||||
Consolidated Total assets | $ | 19,354.3 | $ | 13,501.2 | $ | 15,827.1 | ||||||
*Goodwill is reassigned between segments when stores are re-bannered between segments. In the 13 weeks ended May 4, 2019, the Company reassigned $11.1 million of goodwill from Family Dollar to Dollar Tree as a result of re-bannering. There were no stores re-bannered between segments in the 13 weeks ended May 5, 2018. |
(in millions) | ||||
Operating lease cost | $ | 381.4 | ||
Variable lease cost | 85.4 | |||
Total lease cost* | $ | 466.8 | ||
*Excludes short-term lease cost and sublease income, which are immaterial |
(in millions) | ||||
Remainder of 2019 | $ | 969.1 | ||
2020 | 1,315.8 | |||
2021 | 1,127.7 | |||
2022 | 926.3 | |||
2023 | 707.9 | |||
Thereafter | 2,012.0 | |||
Total undiscounted lease payments | 7,058.8 | |||
Less interest | 993.4 | |||
Present value of lease liabilities | $ | 6,065.4 |
Weighted-average remaining lease term (years) | 6.7 | ||
Weighted-average discount rate | 4.3 | % |
(in millions) | ||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | $ | 367.2 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 215.4 |
(in millions) | ||||
2019 | $ | 1,435.9 | ||
2020 | 1,176.7 | |||
2021 | 1,100.0 | |||
2022 | 899.6 | |||
2023 | 729.1 | |||
Thereafter | 1,966.3 | |||
Total minimum lease payments | $ | 7,307.6 |
• | the potential effect of inflation and other general business or economic conditions on our costs and profitability, including the potential effect of future changes in prevailing wage rates and overtime regulations and our plans to address these changes, shipping rates, domestic and import freight costs (including the effects of potential disruptions and increases in domestic freight costs due to the shortage in truck drivers), fuel costs and wage and benefit costs, consumer spending levels, and population, employment and job growth and/or losses in our markets; |
• | the actual and potential effect of Section 301 tariffs on Chinese goods imposed by the United States Trade Representative; |
• | the effect of the Family Dollar store support center consolidation, renovation initiative, store closings and other initiatives on Family Dollar’s sales and costs; |
• | our growth plans, including our plans to add, renovate, re-banner, expand, relocate or close stores and any related costs or charges, our anticipated square footage increase, and our ability to renew leases at existing store locations; |
• | the ability to retain key personnel at Family Dollar and Dollar Tree, including in connection with the consolidation of the Family Dollar headquarters from North Carolina to Virginia; |
• | our anticipated sales, comparable store net sales, net sales growth, gross profit margin, earnings and earnings growth, inventory levels and our ability to leverage selling, general and administrative and other fixed costs; |
• | the outcome and costs of pending or potential litigation or governmental investigations; |
• | the effect of changes in labor laws, and the effect of the Fair Labor Standards Act as it relates to the qualification of our managers for exempt status, minimum wage and health care law; |
• | the average size of our stores to be added in 2019 and beyond; |
• | the effect of our consumable merchandise initiatives, including the increase in the number of our stores with freezers and coolers and the roll-outs of adult beverage and Snack Zone, on our results of operations; |
• | the net sales per square foot, net sales and operating income of our stores; |
• | the benefits, results and effects of the Family Dollar acquisition and integration and the combined Company’s plans, objectives, expectations (financial or otherwise), including synergies, the cost to achieve synergies, the costs and length of time to complete the store support center consolidation and the effect on earnings per share; |
• | the effect of changes in tax laws and regulatory interpretations of such laws; |
• | our seasonal sales patterns including those relating to the length of the holiday selling seasons; |
• | the capabilities of our inventory supply chain technology and other systems; |
• | the reliability of, and cost associated with, our sources of supply, particularly imported goods such as those sourced from China; |
• | the capacity, performance and cost of our distribution centers, including future automation; |
• | our cash needs, including our ability to fund our future capital expenditures and working capital requirements and our ability to service our debt obligations, including our expected annual interest expense; |
• | our expectations regarding competition and growth in our retail sector; |
• | our assessment of the materiality and impact on our business of recent accounting pronouncements adopted by the Financial Accounting Standards Board; |
• | our assessment of the impact on the Company of certain actions by activist shareholders and the Company’s potential responses to these actions; and |
• | management’s estimates associated with our critical accounting policies, including inventory valuation, accrued expenses and valuations for impairment analyses. |
• | Our profitability is vulnerable to cost increases. |
• | Risks associated with our domestic and foreign suppliers, including, among others, increased taxes, duties, tariffs or other restrictions on trade (including Section 301 tariffs imposed by the United States Trade Representative on imported Chinese goods), could adversely affect our financial performance. |
• | We could encounter additional disruptions in our distribution network and have encountered and expect to encounter additional costs in distributing merchandise, such as freight cost increases due to the truck driver shortage and fuel cost increases. |
• | Integrating Family Dollar’s operations with ours may be more difficult, costly or time consuming than expected, including disruptions or the loss of key personnel in connection with the consolidation of the Family Dollar headquarters from North Carolina to Virginia. |
• | Our business could be adversely affected if we fail to attract and retain qualified associates and key personnel. |
• | We rely on computer and technology systems in our operations, and any material failure, inadequacy, interruption or security failure of those systems could harm our ability to effectively operate and grow our business and could adversely affect our financial results. |
• | If we are unable to secure our customers’ credit card and confidential information, or other private data relating to our associates, suppliers or our business, we could be subject to negative publicity, costly government enforcement actions or private litigation and increased costs, which could damage our business reputation and adversely affect our results of operations or business. |
• | Our growth is dependent on our ability to increase sales in existing stores and to expand our square footage profitably. |
• | We could incur losses due to impairment of long-lived assets, goodwill and intangible assets. |
• | Our profitability is affected by the mix of products we sell. |
• | Litigation may adversely affect our business, financial condition and results of operations. For a discussion of current legal proceedings, see “Note 2 - Legal Proceedings,” included in “Part I. Financial Information, Item 1. Financial Statements” of this Form 10-Q. |
• | Pressure from competitors may reduce our sales and profits. |
• | A downturn or changes in economic conditions could impact our sales or profitability. |
• | Changes in federal, state or local law, including regulations and interpretations or guidance thereunder, or our failure to adequately estimate the impact of such changes or comply with such laws, could increase our expenses, expose us to legal risks or otherwise adversely affect us. |
• | The price of our common stock is subject to market and other conditions and may be volatile. |
• | Our business or the value of our common stock could be negatively affected as a result of actions by activist shareholders. |
• | Our substantial indebtedness could adversely affect our financial condition, limit our ability to obtain additional financing, restrict our operations and make us more vulnerable to economic downturns and competitive pressures. |
• | The terms of the agreements governing our indebtedness may restrict our current and future operations, particularly our ability to respond to changes or to pursue our business strategies, and could adversely affect our capital resources, financial condition and liquidity. |
• | Our variable-rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly. |
• | Certain provisions in our Articles of Incorporation and Bylaws could delay or discourage a change of control transaction that may be in a shareholder’s best interest. |
13 Weeks Ended | |||||||||||||||||
May 4, 2019 | May 5, 2018 | ||||||||||||||||
Dollar Tree | Family Dollar | Total | Dollar Tree | Family Dollar | Total | ||||||||||||
Store Count: | |||||||||||||||||
Beginning | 7,001 | 8,236 | 15,237 | 6,650 | 8,185 | 14,835 | |||||||||||
New stores | 65 | 26 | 91 | 68 | 62 | 130 | |||||||||||
Re-bannered stores | 45 | (84 | ) | (39 | ) | — | (3 | ) | (3 | ) | |||||||
Closings | (9 | ) | (16 | ) | (25 | ) | (2 | ) | (3 | ) | (5 | ) | |||||
Ending | 7,102 | 8,162 | 15,264 | 6,716 | 8,241 | 14,957 | |||||||||||
Relocations | 6 | 5 | 11 | 24 | 2 | 26 | |||||||||||
Selling Square Feet (in millions): | |||||||||||||||||
Beginning | 60.3 | 59.8 | 120.1 | 57.3 | 59.3 | 116.6 | |||||||||||
New stores | 0.6 | 0.2 | 0.8 | 0.5 | 0.5 | 1.0 | |||||||||||
Re-bannered stores | 0.4 | (0.7 | ) | (0.3 | ) | — | — | — | |||||||||
Closings | (0.1 | ) | (0.1 | ) | (0.2 | ) | — | (0.1 | ) | (0.1 | ) | ||||||
Relocations | — | — | — | 0.1 | — | 0.1 | |||||||||||
Ending | 61.2 | 59.2 | 120.4 | 57.9 | 59.7 | 117.6 |
• | A roll-out of a new model for both new and renovated Family Dollar stores internally known as H2. We tested the H2 model in 2018 on a limited basis with positive results. This H2 model has significantly improved merchandise |
• | We plan to close under-performing stores. The normal cadence of Family Dollar closings on an annual basis is approximately 75 stores. In 2019 we will accelerate the pace of closings to as many as 390 stores and have closed 16 stores as of May 4, 2019. We expect to incur approximately $28.0 million in store closure costs, which does not include the accrual of other lease obligations and related costs which are estimated to total $30.0 million in the second quarter of 2019. As of May 4, 2019, we have incurred approximately $7.5 million in store closure costs. |
• | We plan to re-banner approximately 200 Family Dollar stores to the Dollar Tree brand in 2019. We re-bannered 45 stores to the Dollar Tree brand in the 13 weeks ended May 4, 2019. |
• | Additionally, we plan to install adult beverage product in approximately 1,000 stores and expand freezers and coolers in approximately 400 stores in 2019. We installed adult beverage product in approximately 45 stores and expanded freezers and coolers in approximately 55 stores in the 13 weeks ended May 4, 2019. |
• | The Office of the United States Trade Representative (USTR) previously imposed tariffs under Section 301 against Chinese goods described on Lists 1, 2, and 3 with an annual trade value of $250 billion. The tariff rate on $200 billion of those goods under List 3 increased from 10 percent to 25 percent on May 10, 2019. When the tariffs were implemented, approximately nine percent of our products, measured by sales volume, were on Lists 1, 2, and 3. To mitigate the potential adverse effect of the tariffs, we negotiated price concessions from vendors on certain products, canceled orders, changed product sizes and specifications, changed our product mix and changed vendors. As a result of our mitigation efforts, we believe that we have reduced most of the potential adverse effects of the tariffs under Lists 1, 2, and 3 on the Dollar Tree and Family Dollar segments in 2019. |
• | On May 13, 2019, President Trump instructed the USTR to begin a process to impose up to a 25 percent tariff on substantially all Chinese goods that had not previously been subject to a tariff under Section 301. These goods are described on List 4 and have an annual trade value of approximately $300 billion. President Trump subsequently stated that a final decision to implement this latest round of tariffs has not been made. It is not known when, or if, the List 4 tariffs will be implemented, but we estimate that List 4 tariffs could be implemented as soon as July 2019. The potential tariffs imposed on the Company under List 4 would be much greater than the potential tariffs under Lists 1, 2, and 3. We can give no assurances as to the final scope, duration, or impact of any existing or future tariffs. The List 4 tariffs could have a material adverse effect on our business and results of operations if we do not mitigate their impact. |
• | We have experienced disruptions and higher than anticipated freight costs primarily due to the truck driver shortage in the United States. We expect that this will result in higher costs in future periods as merchandise is sold and could result in lower sales if product is not received in our stores on a timely basis. |
• | We anticipate higher import freight costs beginning in the third quarter of 2019 based on our April rate negotiations. |
• | Merchandise cost, including freight, increased approximately 40 basis points resulting from higher domestic freight costs and increased sales of higher cost consumable merchandise in the Family Dollar segment, partially offset by improved mark-on. |
• | Shrink costs increased approximately 15 basis points due to unfavorable inventory results in the Family Dollar segment in the current quarter. |
• | Distribution costs increased approximately 20 basis points resulting primarily from higher distribution center payroll and temporary help costs. |
• | Occupancy costs increased approximately 10 basis points resulting from the accelerated amortization of the right-of-use assets for Family Dollar stores we plan to close during 2019. |
• | Operating and corporate expenses increased approximately 25 basis points resulting from increased costs related to the consolidation of our store support centers and higher legal fees due to shareholder activism in the current year quarter. |
• | Payroll expenses increased approximately 20 basis points primarily due to average hourly rate increases and additional hours to support store-level initiatives. |
• | Depreciation and amortization costs decreased approximately 10 basis points as a result of assets becoming fully depreciated on the Family Dollar segment. |
13 Weeks Ended | ||||||||||||||
May 4, 2019 | May 5, 2018 | |||||||||||||
(in millions) | $ | % of Net Sales | $ | % of Net Sales | ||||||||||
Net sales | $ | 2,959.3 | $ | 2,784.5 | ||||||||||
Gross profit | 1,021.2 | 34.5 | % | 960.8 | 34.5 | % | ||||||||
Operating income | 390.9 | 13.2 | % | 372.7 | 13.4 | % |
• | Shrink decreased approximately 10 basis points resulting from an increase to the shrink accrual in the prior year based on inventory results. |
• | Distribution costs increased approximately 10 basis points resulting from higher distribution depreciation and payroll costs. |
• | Merchandise cost, including freight, increased approximately 5 basis points as higher domestic freight costs and increased sales of higher cost consumable merchandise were partially offset by improved initial mark-on. |
13 Weeks Ended | ||||||||||||||
May 4, 2019 | May 5, 2018 | |||||||||||||
(in millions) | $ | % of Net Sales | $ | % of Net Sales | ||||||||||
Net sales | $ | 2,849.4 | $ | 2,769.2 | ||||||||||
Gross profit | 706.0 | 24.8 | % | 738.8 | 26.7 | % | ||||||||
Operating income | 90.4 | 3.2 | % | 143.8 | 5.2 | % |
• | Merchandise cost, including freight, increased approximately 90 basis points, primarily due to increased sales of higher cost consumable merchandise and higher domestic freight costs. |
• | Shrink costs increased approximately 50 basis points resulting from unfavorable physical inventory results in the current year and an increase in the shrink accrual rate. |
• | Distribution costs increased approximately 35 basis points resulting primarily from higher merchandising and distribution payroll-related costs. |
• | Occupancy costs increased approximately 20 basis points resulting from the accelerated amortization of the right-of-use assets for Family Dollar stores we plan to close during 2019. |
• | Payroll expenses increased approximately 25 basis points primarily due to increased store hourly payroll expenses as a result of average hourly rate increases and additional hours to support store-level initiatives. |
• | Store operating costs increased approximately 10 basis points due primarily to higher repairs and maintenance costs in the current quarter. |
• | Depreciation and amortization expense decreased approximately 25 basis points as a result of certain assets that were revalued upon the 2015 acquisition becoming fully depreciated and/or amortized. |
13 Weeks Ended | ||||||||
May 4, | May 5, | |||||||
(in millions) | 2019 | 2018 | ||||||
Net cash provided by (used in): | ||||||||
Operating activities | $ | 614.1 | $ | 387.6 | ||||
Investing activities | (192.4 | ) | (181.1 | ) | ||||
Financing activities | (117.5 | ) | (828.8 | ) |
• | product safety matters, which may include product recalls in cooperation with the Consumer Products Safety Commission or other jurisdictions; |
Fiscal Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) | ||||||||||
February 3 - March 2, 2019 | — | $ | — | — | $ | 1,000.0 | ||||||||
March 3 - April 6, 2019 | 389,853 | 104.92 | 389,853 | 959.1 | ||||||||||
April 7 - May 4, 2019 | 570,830 | 103.52 | 570,830 | 900.0 | ||||||||||
Total | 960,683 | $ | 104.09 | 960,683 | $ | 900.0 |
Incorporated by Reference | ||||||||||
Exhibit | Exhibit Description | Form | Exhibit | Filing Date | Filed Herewith | |||||
3.1 | 8-K | 3.1 | 6/21/2013 | |||||||
3.2 | 8-K | 3.1 | 3/6/2019 | |||||||
31.1 | X | |||||||||
31.2 | X | |||||||||
32.1 | X | |||||||||
32.2 | X | |||||||||
101 | The following financial statements from the Company’s 10-Q for the fiscal quarter ended May 4, 2019, formatted in XBRL: (i) Condensed Consolidated Income Statements, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Shareholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements | X | ||||||||
DOLLAR TREE, INC. | |||
Date: | May 31, 2019 | By: | /s/ Kevin S. Wampler |
Kevin S. Wampler | |||
Chief Financial Officer | |||
(principal financial officer) |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Gary Philbin | |
Gary Philbin | |
President and Chief Executive Officer |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Kevin S. Wampler | |
Kevin S. Wampler | |
Chief Financial Officer |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
May 31, 2019 | /s/ Gary Philbin |
Date | Gary Philbin |
President and Chief Executive Officer |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
May 31, 2019 | /s/ Kevin S. Wampler |
Date | Kevin S. Wampler |
Chief Financial Officer |
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