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Item 1. Financial Statements.

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Item 1. Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(Unaudited)

13 Weeks Ended39 Weeks Ended
October 30,October 31,October 30,October 31,
(in millions, except per share data)2021202020212020
Net sales$6,415.4$6,176.7$19,232.4$18,741.1
Other revenue2.30.38.20.3
Total revenue6,417.76,177.019,240.618,741.4
Cost of sales4,651.74,252.613,643.613,105.9
Selling, general and administrative expenses1,455.51,458.94,364.44,429.2
Operating income310.5465.51,232.61,206.3
Interest expense, net33.438.199.4113.1
Other expense, net0.20.10.20.8
Income before income taxes276.9427.31,133.01,092.4
Provision for income taxes60.197.3259.3253.3
Net income$216.8$330.0$873.7$839.1
Basic net income per share$0.96$1.39$3.82$3.54
Diluted net income per share$0.96$1.39$3.80$3.53

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

13 Weeks Ended39 Weeks Ended
October 30,October 31,October 30,October 31,
(in millions)2021202020212020
Net income$216.8$330.0$873.7$839.1
Foreign currency translation adjustments0.70.63.9(0.8)
Total comprehensive income$217.5$330.6$877.6$838.3

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions)October 30, 2021January 30, 2021October 31, 2020
ASSETS
Current assets:
Cash and cash equivalents$701.4$1,416.7$1,118.3
Merchandise inventories4,316.03,427.03,792.3
Other current assets357.1207.1260.4
Total current assets5,374.55,050.85,171.0
Property, plant and equipment, net of accumulated depreciation of $5,209.9, $4,765.0 and $4,618.1, respectively4,377.44,116.34,095.6
Restricted cash53.446.946.9
Operating lease right-of-use assets6,424.06,324.16,185.1
Goodwill1,985.31,984.41,983.1
Trade name intangible asset3,100.03,100.03,100.0
Deferred tax asset22.323.223.3
Other assets53.150.347.2
Total assets$21,390.0$20,696.0$20,652.2
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt$—$—$300.0
Current portion of operating lease liabilities1,388.01,348.21,296.5
Accounts payable1,984.81,480.51,587.2
Income taxes payable—86.3—
Other current liabilities918.4815.3858.6
Total current liabilities4,291.23,730.34,042.3
Long-term debt, net, excluding current portion3,231.13,226.23,225.3
Operating lease liabilities, long-term5,151.05,065.54,962.1
Deferred income taxes, net1,096.81,013.51,043.1
Income taxes payable, long-term26.422.631.0
Other liabilities349.1352.6387.3
Total liabilities14,145.613,410.713,691.1
Commitments and contingencies (Note 2)
Shareholders’ equity7,244.47,285.36,961.1
Total liabilities and shareholders’ equity$21,390.0$20,696.0$20,652.2
Common shares outstanding224.9233.4235.2

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

13 Weeks Ended October 30, 2021
(in millions)Common Stock SharesCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsShareholders' Equity
Balance at July 31, 2021224.9$2.2$1,204.9$(32.0)$5,836.6$7,011.7
Net income————216.8216.8
Total other comprehensive income———0.7—0.7
Issuance of stock under Employee Stock Purchase Plan——2.4——2.4
Stock-based compensation, net——12.8——12.8
Balance at October 30, 2021224.9$2.2$1,220.1$(31.3)$6,053.4$7,244.4
39 Weeks Ended October 30, 2021
(in millions)Common Stock SharesCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsShareholders' Equity
Balance at January 30, 2021233.4$2.3$2,138.5$(35.2)$5,179.7$7,285.3
Net income————873.7873.7
Total other comprehensive income———3.9—3.9
Issuance of stock under Employee Stock Purchase Plan0.1—8.3——8.3
Exercise of stock options——0.7——0.7
Stock-based compensation, net0.6—22.5——22.5
Repurchase of stock(9.2)(0.1)(949.9)——(950.0)
Balance at October 30, 2021224.9$2.2$1,220.1$(31.3)$6,053.4$7,244.4

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (cont.)

(Unaudited)

13 Weeks Ended October 31, 2020
(in millions)Common Stock SharesCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsShareholders' Equity
Balance at August 1, 2020237.3$2.4$2,505.5$(41.2)$4,346.9$6,813.6
Net income————330.0330.0
Total other comprehensive income———0.6—0.6
Issuance of stock under Employee Stock Purchase Plan——2.5——2.5
Stock-based compensation, net——14.4——14.4
Repurchase of stock(2.1)—(200.0)——(200.0)
Balance at October 31, 2020235.2$2.4$2,322.4$(40.6)$4,676.9$6,961.1
39 Weeks Ended October 31, 2020
(in millions)Common Stock SharesCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsShareholders' Equity
Balance at February 1, 2020236.7$2.4$2,454.4$(39.8)$3,837.8$6,254.8
Net income————839.1839.1
Total other comprehensive loss———(0.8)—(0.8)
Issuance of stock under Employee Stock Purchase Plan0.1—7.6——7.6
Exercise of stock options0.1—6.7——6.7
Stock-based compensation, net0.4—53.7——53.7
Repurchase of stock(2.1)—(200.0)——(200.0)
Balance at October 31, 2020235.2$2.4$2,322.4$(40.6)$4,676.9$6,961.1

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

39 Weeks Ended
October 30,October 31,
(in millions)20212020
Cash flows from operating activities:
Net income$873.7$839.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization527.3503.7
Provision for deferred income taxes85.059.4
Stock-based compensation expense63.170.5
Amortization of debt discount and debt-issuance costs4.93.1
Other non-cash adjustments to net income8.67.4
Changes in operating assets and liabilities(543.9)250.5
Net cash provided by operating activities1,018.71,733.7
Cash flows from investing activities:
Capital expenditures(749.6)(707.0)
Proceeds from governmental grant2.9—
Proceeds from (payments for) fixed asset disposition0.4(0.5)
Net cash used in investing activities(746.3)(707.5)
Cash flows from financing activities:
Principal payments for long-term debt—(250.0)
Proceeds from revolving credit facility—750.0
Repayments of revolving credit facility—(750.0)
Proceeds from stock issued pursuant to stock-based compensation plans9.014.3
Cash paid for taxes on exercises/vesting of stock-based compensation(40.6)(16.8)
Payments for repurchase of stock(950.0)(194.2)
Net cash used in financing activities(981.6)(446.7)
Effect of exchange rate changes on cash, cash equivalents and restricted cash0.4(0.3)
Net increase (decrease) in cash, cash equivalents and restricted cash(708.8)579.2
Cash, cash equivalents and restricted cash at beginning of period1,463.6586.0
Cash, cash equivalents and restricted cash at end of period$754.8$1,165.2
Supplemental disclosure of cash flow information:
Cash paid for:
Interest, net of amounts capitalized$65.7$80.4
Income taxes$362.5$300.5
Non-cash transactions:
Right-of-use assets obtained in exchange for new operating lease liabilities$1,134.3$959.6
Accrued capital expenditures$63.4$41.3

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

Unless otherwise stated, references to “we,” “us,” and “our” in this quarterly report on Form 10-Q refer to Dollar Tree, Inc. and its direct and indirect subsidiaries on a consolidated basis. We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended January 30, 2021. The results of operations for the 13 and 39 weeks ended October 30, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year ending January 29, 2022.

In our opinion, the unaudited condensed consolidated financial statements included herein contain all adjustments (including those of a normal recurring nature) considered necessary for a fair presentation of our financial position as of October 30, 2021 and October 31, 2020 and the results of our operations and cash flows for the periods presented. The January 30, 2021 balance sheet information was derived from the audited consolidated financial statements as of that date.

Certain prior year amounts have been reclassified for consistency with the current year presentation.

Note 2 - Commitments and Contingencies

Purchase Obligations

At October 30, 2021, we have commitments totaling $253.8 million related to agreements for ocean shipping contracts.

Contingencies

We are defendants in legal proceedings including the class, collective, representative and large cases described below as well as individual claims in arbitration. We will vigorously defend ourselves in these matters. We do not believe that any of these matters will, individually or in the aggregate, have a material effect on our business or financial condition. We cannot give assurance, however, that one or more of these matters will not have a material effect on our results of operations for the quarter or year in which they are resolved.

We assess our legal proceedings monthly and reserves are established if a loss is probable and the amount of such loss can be reasonably estimated. For matters that have settled, we reserve the estimated settlement amount even if the settlement has not been approved by the court. Many, if not substantially all, of our legal proceedings are subject to significant uncertainties and, therefore, determining the likelihood of a loss and the measurement of any loss can be complex and subject to judgment. With respect to legal proceedings where we have determined that a loss is reasonably possible but not probable, we are unable to estimate the amount or range of the reasonably possible loss due to the inherent difficulty of predicting the outcome of and uncertainties regarding legal proceedings. Our assessments are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions. Management’s assessment of legal proceedings could change because of future determinations or the discovery of facts which are not presently known. Accordingly, the ultimate costs of resolving these proceedings may be substantially higher or lower than currently estimated.

Dollar Tree Active Matters

The Food and Drug Administration (“FDA”) has alleged that we improperly sold certain topically applied, over the counter (“OTC”) products manufactured by certain Chinese factories that were on an import “alert” restriction issued by the FDA. We responded to the FDA by proposing and implementing enhanced procedures and processes for any OTC products we import from China.

Actual or threatened California state court lawsuits have been filed against Dollar Tree and Family Dollar for similar employment-related claims brought under the Private Attorney General Act (“PAGA”). These cases may allege violations such as failure to provide employees with compliant rest and meal breaks, suitable seating and overtime pay, reimburse business expenses, pay minimum wages for all time worked, provide accurate wage statements, and timely pay wages as well as other off-the-clock and potential labor code violations.

Three lawsuits are pending against us and our vendors alleging that personal talc powder products caused cancer. We do not believe the products we sold caused the illnesses. Our past talc lawsuits have been resolved without material loss to the company but

no assurance can be given as to the outcome of pending or future cases. Although we have indemnification rights against our vendors, it is uncertain whether the vendors will have the financial ability to carry out their obligations. It is also uncertain whether our insurers will deny coverage under our various policies.

Dollar Tree Resolved Matters

In December 2020, a former store manager brought a class action in California state court alleging we failed to reimburse employees for business expenses and in so failing, engaged in unfair competition. The case has been resolved.

Family Dollar Active Matters

In August 2020, a consumer class action was filed against us in New York alleging Smoked Almonds sold by us are mislabeled because the almonds do not go through a smoking process but rather acquire their smoky taste through the use of smoked flavoring. The legal claims include New York consumer protection laws, negligent misrepresentations, breach of warranties, fraud and unjust enrichment.

In January, April, and September 2021, state-wide consumer class actions were filed against us by the same law firm in Georgia and Alabama, respectively, for breach of warranty based on the allegation that the coffee we sold was mislabeled because the canisters did not contain enough coffee to make the number of cups of coffee stated on the label.

Please see the description above for talc and PAGA lawsuits against Family Dollar.

Family Dollar Resolved Matters

In late 2019 and early 2020, personal injury and consumer class actions were filed alleging that we sold Zantac containing a probable carcinogen. The lawsuits were dismissed in June 2021. The time for appealing the dismissal has not run.

Note 3 - Fair Value Measurements

As required, financial assets and liabilities are classified in the fair value hierarchy in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment). We did not record any significant impairment charges during the 13 or 39 weeks ended October 30, 2021 and October 31, 2020.

Fair Value of Financial Instruments

The carrying amounts of Cash and cash equivalents, Restricted cash and Accounts payable as reported in the accompanying unaudited condensed consolidated balance sheets approximate fair value due to their short-term maturities.

The aggregate fair values and carrying values of our long-term borrowings were as follows:

October 30, 2021January 30, 2021October 31, 2020
(in millions)Fair ValueCarrying ValueFair ValueCarrying ValueFair ValueCarrying Value
Level 1
Senior Notes$3,532.4$3,234.5$3,654.4$3,231.5$3,966.3$3,531.2

The fair values of our Senior Notes were determined using Level 1 inputs as quoted prices in active markets for identical assets or liabilities are available. The carrying value of our Revolving Credit Facility approximates its fair value because the interest rates vary with market interest rates.

Note 4 - Net Income Per Share

The following table sets forth the calculations of basic and diluted net income per share:

13 Weeks Ended39 Weeks Ended
October 30,October 31,October 30,October 31,
(in millions, except per share data)2021202020212020
Basic net income per share:
Net income$216.8$330.0$873.7$839.1
Weighted average number of shares outstanding224.9236.8228.9237.0
Basic net income per share$0.96$1.39$3.82$3.54
Diluted net income per share:
Net income$216.8$330.0$873.7$839.1
Weighted average number of shares outstanding224.9236.8228.9237.0
Dilutive effect of stock options and restricted stock (as determined by applying the treasury stock method)0.91.11.00.8
Weighted average number of shares and dilutive potential shares outstanding225.8237.9229.9237.8
Diluted net income per share$0.96$1.39$3.80$3.53

For the 13 and 39 weeks ended October 30, 2021 and October 31, 2020, substantially all of the stock options outstanding were included in the calculation of the weighted average number of shares and dilutive potential shares outstanding.

Note 5 - Stock-Based Compensation

For a discussion of our stock-based compensation plans, refer to “Note 11 - Stock-Based Compensation Plans” of our Annual Report on Form 10-K for the year ended January 30, 2021. Stock-based compensation expense was $63.1 million and $70.5 million during the 39 weeks ended October 30, 2021 and October 31, 2020, respectively.

Restricted Stock

We issue service-based RSUs to employees and officers and issue PSUs to certain of our officers. We recognize expense based on the estimated fair value of the RSUs or PSUs granted over the requisite service period, which is generally three years, on a straight-line basis or a shorter period based on the retirement eligibility of the grantee. The fair value of RSUs and PSUs is determined using our closing stock price on the date of grant.

Service-Based RSUs

The following table summarizes the status of service-based RSUs as of October 30, 2021 and changes during the 39 weeks then ended:

Number of SharesWeighted Average Grant Date Fair Value
Nonvested at January 30, 20211,265,216$83.16
Granted631,587108.90
Vested(604,670)87.44
Forfeited(114,836)92.57
Nonvested at October 30, 20211,177,297$93.86

PSUs

The following table summarizes the status of PSUs as of October 30, 2021 and changes during the 39 weeks then ended:

Number of SharesWeighted Average Grant Date Fair Value
Nonvested at January 30, 2021423,272$82.67
Granted422,52495.04
Vested(218,232)79.44
Forfeited(42,592)95.66
Nonvested at October 30, 2021584,972$91.86

Note 6 - Shareholders’ Equity

We did not repurchase any shares of common stock on the open market during the 13 weeks ended October 30, 2021. During the 39 weeks ended October 30, 2021, we repurchased 9,156,898 shares of common stock on the open market for approximately $950.0 million. We repurchased 2,154,304 shares of common stock on the open market for approximately $200.0 million during the 13 and 39 weeks ended October 31, 2020. Approximately $5.8 million in share repurchases had not settled as of October 31, 2020. This amount was accrued and is reflected in “Other current liabilities” within the accompanying unaudited condensed consolidated balance sheet as of October 31, 2020.

During the 13 weeks ended October 30, 2021, the Board increased our share repurchase authorization by $1.05 billion to an aggregate amount of $2.5 billion, including $1.45 billion available for repurchases under the Board’s previous repurchase authorization approved on March 2, 2021.

Note 7 - Segments and Disaggregated Revenue

We operate a chain of more than 15,900 retail discount stores in 48 states and five Canadian provinces. Our operations are conducted in two reporting business segments: Dollar Tree and Family Dollar. We define our segments as those operations whose results our chief operating decision maker (“CODM”) regularly reviews to analyze performance and allocate resources.

The Dollar Tree segment is the leading operator of discount variety stores offering merchandise predominantly at the fixed price point of $1.00. The Dollar Tree segment includes our operations under the “Dollar Tree” and “Dollar Tree Canada” brands, 15 distribution centers in the United States and two distribution centers in Canada.

The Family Dollar segment operates a chain of general merchandise retail discount stores providing consumers with a selection of competitively-priced merchandise in convenient neighborhood stores. The Family Dollar segment consists of our operations under the “Family Dollar” brand and 11 distribution centers. The Family Dollar segment Operating income includes advertising revenue, which is a component of Other revenue in the accompanying unaudited condensed consolidated income statements.

We measure the results of our segments using, among other measures, each segment’s net sales, gross profit and operating income. The CODM reviews these metrics for each of our reporting segments. We may revise the measurement of each segment’s operating income, as determined by the information regularly reviewed by the CODM. If the measurement of a segment changes, prior period amounts and balances are reclassified to be comparable to the current period’s presentation. Corporate, support and Other consists primarily of store support center costs that are considered shared services and therefore these selling, general and administrative costs are excluded from our two reporting business segments. These costs include operating expenses for our store support center and the results of operations for our Summit Pointe property in Chesapeake, Virginia.

Information for our segments, as well as for Corporate, support and Other, including the reconciliation to Income before income taxes, is as follows:

13 Weeks Ended39 Weeks Ended
October 30,October 31,October 30,October 31,
(in millions)2021202020212020
Condensed Consolidated Income Statement Data:
Net sales:
Dollar Tree$3,417.4$3,303.2$10,003.0$9,557.6
Family Dollar2,998.02,873.59,229.49,183.5
Consolidated Net sales$6,415.4$6,176.7$19,232.4$18,741.1
Gross profit:
Dollar Tree$1,031.1$1,154.2$3,207.1$3,206.8
Family Dollar732.6769.92,381.72,428.4
Consolidated Gross profit$1,763.7$1,924.1$5,588.8$5,635.2
Operating income (loss):
Dollar Tree$290.5$417.9$1,019.2$1,006.5
Family Dollar88.6131.4456.3472.0
Corporate, support and Other(68.6)(83.8)(242.9)(272.2)
Consolidated Operating income310.5465.51,232.61,206.3
Interest expense, net33.438.199.4113.1
Other expense, net0.20.10.20.8
Income before income taxes$276.9$427.3$1,133.0$1,092.4
As of
October 30,January 30,October 31,
(in millions)202120212020
Condensed Consolidated Balance Sheet Data:
Goodwill:
Dollar Tree$425.8$424.9$423.6
Family Dollar1,559.51,559.51,559.5
Consolidated Goodwill$1,985.3$1,984.4$1,983.1
Total assets:
Dollar Tree$8,954.7$8,669.3$8,467.4
Family Dollar11,869.811,562.211,703.0
Corporate, support and Other565.5464.5481.8
Consolidated Total assets$21,390.0$20,696.0$20,652.2

Disaggregated Revenue

The following table summarizes net sales by merchandise category for our segments:

13 Weeks Ended39 Weeks Ended
October 30,October 31,October 30,October 31,
(in millions)2021202020212020
Dollar Tree segment net sales by merchandise category:
Consumable$1,563.045.7%$1,564.147.4%$4,671.446.7%$4,778.850.0%
Variety1,596.346.7%1,520.946.0%4,961.549.6%4,473.046.8%
Seasonal258.17.6%218.26.6%370.13.7%305.83.2%
Total Dollar Tree segment net sales$3,417.4100.0%$3,303.2100.0%$10,003.0100.0%$9,557.6100.0%
Family Dollar segment net sales by merchandise category:
Consumable$2,359.478.7%$2,255.778.5%$7,065.376.6%$7,077.577.1%
Home products228.77.6%240.18.3%777.08.4%802.78.7%
Apparel and accessories178.36.0%157.45.5%592.46.4%517.85.6%
Seasonal and electronics231.67.7%220.37.7%794.78.6%785.58.6%
Total Family Dollar segment net sales$2,998.0100.0%$2,873.5100.0%$9,229.4100.0%$9,183.5100.0%

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