Item 1. Financial Statements.
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Item 1. Financial Statements.
DOLLAR TREE, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Unaudited)
| 13 Weeks Ended | 39 Weeks Ended | |||||||||||||||||||||||||
| (in millions, except per share data) | October 28, 2023 | October 29, 2022 | October 28, 2023 | October 29, 2022 | ||||||||||||||||||||||
| Net sales | $ | 7,309.1 | $ | 6,936.6 | $ | 21,948.7 | $ | 20,602.0 | ||||||||||||||||||
| Other revenue | 5.7 | 3.3 | 15.2 | 9.0 | ||||||||||||||||||||||
| Total revenue | 7,314.8 | 6,939.9 | 21,963.9 | 20,611.0 | ||||||||||||||||||||||
| Cost of sales | 5,136.1 | 4,865.1 | 15,410.6 | 14,065.6 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 1,877.0 | 1,693.5 | 5,544.1 | 4,927.2 | ||||||||||||||||||||||
| Operating income | 301.7 | 381.3 | 1,009.2 | 1,618.2 | ||||||||||||||||||||||
| Interest expense, net | 30.4 | 32.7 | 80.5 | 97.3 | ||||||||||||||||||||||
| Other expense, net | 0.2 | 0.2 | 0.2 | 0.3 | ||||||||||||||||||||||
| Income before income taxes | 271.1 | 348.4 | 928.5 | 1,520.6 | ||||||||||||||||||||||
| Provision for income taxes | 59.1 | 81.5 | 217.1 | 357.4 | ||||||||||||||||||||||
| Net income | $ | 212.0 | $ | 266.9 | $ | 711.4 | $ | 1,163.2 | ||||||||||||||||||
| Basic net income per share of common stock | $ | 0.97 | $ | 1.20 | $ | 3.23 | $ | 5.20 | ||||||||||||||||||
| Diluted net income per share of common stock | $ | 0.97 | $ | 1.20 | $ | 3.23 | $ | 5.17 | ||||||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||||||||
| Basic | 218.9 | 222.2 | 220.0 | 223.9 | ||||||||||||||||||||||
| Diluted | 219.2 | 223.0 | 220.5 | 224.8 |
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
DOLLAR TREE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| 13 Weeks Ended | 39 Weeks Ended | |||||||||||||||||||||||||
| (in millions) | October 28, 2023 | October 29, 2022 | October 28, 2023 | October 29, 2022 | ||||||||||||||||||||||
| Net income | $ | 212.0 | $ | 266.9 | $ | 711.4 | $ | 1,163.2 | ||||||||||||||||||
| Foreign currency translation adjustments | (6.9) | (8.3) | (5.8) | (9.4) | ||||||||||||||||||||||
| Total comprehensive income | $ | 205.1 | $ | 258.6 | $ | 705.6 | $ | 1,153.8 |
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
DOLLAR TREE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (in millions) | October 28, 2023 | January 28, 2023 | October 29, 2022 | |||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 444.6 | $ | 642.8 | $ | 439.0 | ||||||||||||||
| Merchandise inventories | 5,515.1 | 5,449.3 | 5,657.7 | |||||||||||||||||
| Other current assets | 342.4 | 275.0 | 349.9 | |||||||||||||||||
| Total current assets | 6,302.1 | 6,367.1 | 6,446.6 | |||||||||||||||||
| Restricted cash | 71.0 | 68.5 | 67.9 | |||||||||||||||||
| Property, plant and equipment, net of accumulated depreciation of $6,515.1, $6,025.4 and $5,849.8, respectively | 5,714.6 | 4,972.2 | 4,823.9 | |||||||||||||||||
| Operating lease right-of-use assets | 6,767.9 | 6,458.0 | 6,413.3 | |||||||||||||||||
| Goodwill | 1,981.9 | 1,983.1 | 1,982.4 | |||||||||||||||||
| Trade name intangible asset | 3,100.0 | 3,100.0 | 3,100.0 | |||||||||||||||||
| Deferred tax asset | 11.1 | 15.0 | 15.7 | |||||||||||||||||
| Other assets | 82.6 | 58.2 | 59.7 | |||||||||||||||||
| Total assets | $ | 24,031.2 | $ | 23,022.1 | $ | 22,909.5 | ||||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||
| Short-term borrowings | $ | 229.6 | $ | — | $ | 350.0 | ||||||||||||||
| Current portion of operating lease liabilities | 1,493.7 | 1,449.6 | 1,426.7 | |||||||||||||||||
| Accounts payable | 1,857.0 | 1,899.8 | 1,864.2 | |||||||||||||||||
| Income taxes payable | — | 58.1 | — | |||||||||||||||||
| Other current liabilities | 1,067.6 | 817.7 | 1,042.2 | |||||||||||||||||
| Total current liabilities | 4,647.9 | 4,225.2 | 4,683.1 | |||||||||||||||||
| Long-term debt, net | 3,425.1 | 3,421.6 | 3,420.4 | |||||||||||||||||
| Operating lease liabilities, long-term | 5,539.9 | 5,255.3 | 5,155.9 | |||||||||||||||||
| Deferred income taxes, net | 1,165.3 | 1,105.7 | 1,101.1 | |||||||||||||||||
| Income taxes payable, long-term | 19.7 | 17.4 | 22.0 | |||||||||||||||||
| Other liabilities | 235.1 | 245.4 | 251.7 | |||||||||||||||||
| Total liabilities | 15,033.0 | 14,270.6 | 14,634.2 | |||||||||||||||||
| Contingencies (Note 3) | ||||||||||||||||||||
| Shareholders’ equity: | ||||||||||||||||||||
| Common stock, par value $0.01; 600,000,000 shares authorized, 217,858,778, 221,222,984 and 221,181,239 shares issued and outstanding, respectively | 2.2 | 2.2 | 2.2 | |||||||||||||||||
| Additional paid-in capital | 208.6 | 667.5 | 646.9 | |||||||||||||||||
| Accumulated other comprehensive loss | (47.0) | (41.2) | (44.6) | |||||||||||||||||
| Retained earnings | 8,834.4 | 8,123.0 | 7,670.8 | |||||||||||||||||
| Total shareholders’ equity | 8,998.2 | 8,751.5 | 8,275.3 | |||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 24,031.2 | $ | 23,022.1 | $ | 22,909.5 |
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
DOLLAR TREE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
| 13 Weeks Ended October 28, 2023 | ||||||||||||||||||||||||||||||||||||||
| (in millions) | Common Stock Shares | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Shareholders' Equity | ||||||||||||||||||||||||||||||||
| Balance at July 29, 2023 | 219.9 | $ | 2.2 | $ | 446.5 | $ | (40.1) | $ | 8,622.4 | $ | 9,031.0 | |||||||||||||||||||||||||||
| Net income | — | — | — | — | 212.0 | 212.0 | ||||||||||||||||||||||||||||||||
| Total other comprehensive loss | — | — | — | (6.9) | — | (6.9) | ||||||||||||||||||||||||||||||||
| Issuance of stock under Employee Stock Purchase Plan | — | — | 2.1 | — | — | 2.1 | ||||||||||||||||||||||||||||||||
| Stock-based compensation, net | 0.2 | — | 12.3 | — | — | 12.3 | ||||||||||||||||||||||||||||||||
| Repurchase of stock | (2.2) | — | (250.0) | — | — | (250.0) | ||||||||||||||||||||||||||||||||
| Excise tax on repurchases of stock | — | — | (2.3) | — | — | (2.3) | ||||||||||||||||||||||||||||||||
| Balance at October 28, 2023 | 217.9 | $ | 2.2 | $ | 208.6 | $ | (47.0) | $ | 8,834.4 | $ | 8,998.2 |
| 39 Weeks Ended October 28, 2023 | ||||||||||||||||||||||||||||||||||||||
| (in millions) | Common Stock Shares | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Shareholders' Equity | ||||||||||||||||||||||||||||||||
| Balance at January 28, 2023 | 221.2 | $ | 2.2 | $ | 667.5 | $ | (41.2) | $ | 8,123.0 | $ | 8,751.5 | |||||||||||||||||||||||||||
| Net income | — | — | — | — | 711.4 | 711.4 | ||||||||||||||||||||||||||||||||
| Total other comprehensive loss | — | — | — | (5.8) | — | (5.8) | ||||||||||||||||||||||||||||||||
| Issuance of stock under Employee Stock Purchase Plan | — | — | 7.5 | — | — | 7.5 | ||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | 0.1 | — | — | 0.1 | ||||||||||||||||||||||||||||||||
| Stock-based compensation, net | 0.6 | — | 37.8 | — | — | 37.8 | ||||||||||||||||||||||||||||||||
| Repurchase of stock | (3.9) | — | (500.0) | — | — | (500.0) | ||||||||||||||||||||||||||||||||
| Excise tax on repurchases of stock | — | — | (4.3) | — | — | (4.3) | ||||||||||||||||||||||||||||||||
| Balance at October 28, 2023 | 217.9 | $ | 2.2 | $ | 208.6 | $ | (47.0) | $ | 8,834.4 | $ | 8,998.2 |
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
DOLLAR TREE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (cont.)
(Unaudited)
| 13 Weeks Ended October 29, 2022 | ||||||||||||||||||||||||||||||||||||||
| (in millions) | Common Stock Shares | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Shareholders' Equity | ||||||||||||||||||||||||||||||||
| Balance at July 30, 2022 | 223.9 | $ | 2.2 | $ | 1,026.7 | $ | (36.3) | $ | 7,403.9 | $ | 8,396.5 | |||||||||||||||||||||||||||
| Net income | — | — | — | — | 266.9 | 266.9 | ||||||||||||||||||||||||||||||||
| Total other comprehensive loss | — | — | — | (8.3) | — | (8.3) | ||||||||||||||||||||||||||||||||
| Issuance of stock under Employee Stock Purchase Plan | 0.1 | — | 2.3 | — | — | 2.3 | ||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | 15.4 | — | — | 15.4 | ||||||||||||||||||||||||||||||||
| Repurchase of stock | (2.8) | — | (397.5) | — | — | (397.5) | ||||||||||||||||||||||||||||||||
| Balance at October 29, 2022 | 221.2 | $ | 2.2 | $ | 646.9 | $ | (44.6) | $ | 7,670.8 | $ | 8,275.3 |
| 39 Weeks Ended October 29, 2022 | ||||||||||||||||||||||||||||||||||||||
| (in millions) | Common Stock Shares | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Shareholders' Equity | ||||||||||||||||||||||||||||||||
| Balance at January 29, 2022 | 225.1 | $ | 2.2 | $ | 1,243.9 | $ | (35.2) | $ | 6,507.6 | $ | 7,718.5 | |||||||||||||||||||||||||||
| Net income | — | — | — | — | 1,163.2 | 1,163.2 | ||||||||||||||||||||||||||||||||
| Total other comprehensive loss | — | — | — | (9.4) | — | (9.4) | ||||||||||||||||||||||||||||||||
| Issuance of stock under Employee Stock Purchase Plan | 0.1 | — | 7.1 | — | — | 7.1 | ||||||||||||||||||||||||||||||||
| Stock-based compensation, net | 0.6 | — | 43.4 | — | — | 43.4 | ||||||||||||||||||||||||||||||||
| Repurchase of stock | (4.6) | — | (647.5) | — | — | (647.5) | ||||||||||||||||||||||||||||||||
| Balance at October 29, 2022 | 221.2 | $ | 2.2 | $ | 646.9 | $ | (44.6) | $ | 7,670.8 | $ | 8,275.3 |
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
DOLLAR TREE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 39 Weeks Ended | ||||||||||||||
| (in millions) | October 28, 2023 | October 29, 2022 | ||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | $ | 711.4 | $ | 1,163.2 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 614.8 | 571.4 | ||||||||||||
| Provision for deferred income taxes | 63.1 | 117.4 | ||||||||||||
| Stock-based compensation expense | 76.4 | 90.8 | ||||||||||||
| Amortization of debt discount and debt-issuance costs | 4.0 | 3.4 | ||||||||||||
| Other non-cash adjustments to net income | 43.1 | 26.4 | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Merchandise inventories | (69.5) | (1,295.8) | ||||||||||||
| Income taxes receivable | (45.6) | (50.4) | ||||||||||||
| Other current assets | (22.0) | (42.8) | ||||||||||||
| Other assets | (24.9) | (7.9) | ||||||||||||
| Accounts payable | (41.7) | (18.4) | ||||||||||||
| Income taxes payable | (58.1) | (82.6) | ||||||||||||
| Other current liabilities | 186.9 | 243.9 | ||||||||||||
| Other liabilities | (7.9) | (3.4) | ||||||||||||
| Operating lease right-of-use assets and liabilities, net | (0.4) | 18.9 | ||||||||||||
| Net cash provided by operating activities | 1,429.6 | 734.1 | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditures | (1,317.2) | (920.8) | ||||||||||||
| Payments for fixed asset disposition | (5.1) | (5.1) | ||||||||||||
| Net cash used in investing activities | (1,322.3) | (925.9) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from revolving credit facility | — | 440.0 | ||||||||||||
| Repayments of revolving credit facility | — | (90.0) | ||||||||||||
| Net proceeds from commercial paper notes | 229.1 | — | ||||||||||||
| Proceeds from stock issued pursuant to stock-based compensation plans | 7.6 | 7.1 | ||||||||||||
| Cash paid for taxes on exercises/vesting of stock-based compensation | (38.6) | (47.4) | ||||||||||||
| Payments for repurchase of stock | (500.0) | (647.5) | ||||||||||||
| Net cash used in financing activities | (301.9) | (337.8) | ||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1.1) | (1.8) | ||||||||||||
| Net decrease in cash, cash equivalents and restricted cash | (195.7) | (531.4) | ||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 711.3 | 1,038.3 | ||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 515.6 | $ | 506.9 | ||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||
| Cash paid for: | ||||||||||||||
| Interest, net of amounts capitalized | $ | 65.6 | $ | 65.4 | ||||||||||
| Income taxes | $ | 256.9 | $ | 373.4 | ||||||||||
| Non-cash transactions: | ||||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 1,446.3 | $ | 1,095.0 | ||||||||||
| Accrued capital expenditures | $ | 115.5 | $ | 65.2 |
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 fiscal year ended January 28, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 10, 2023. The results of operations for the 13 and 39 weeks ended October 28, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year ending February 3, 2024.
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 28, 2023 and October 29, 2022 and the results of our operations and cash flows for the periods presented. The January 28, 2023 balance sheet information was derived from the audited consolidated financial statements as of that date.
All intercompany balances and transactions have been eliminated in consolidation. All amounts stated herein are in U.S. Dollars.
Note 2 - Recent Accounting Pronouncements
In September 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50)" ("ASU 2022-04") which requires entities to disclose the key terms of supplier finance programs used in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations. We adopted ASU 2022-04 for the fiscal year 2023 on a retrospective basis, except for the amendments relating to the rollforward requirement, which are required to be adopted for the fiscal year 2024 on a prospective basis. The adoption did not have a material impact on our unaudited condensed consolidated financial statements. Refer to Note 9 to the unaudited condensed consolidated financial statements for a discussion of our supply chain finance program.
Note 3 - Contingencies
We are defendants in ordinary, routine litigation or proceedings incidental to our business, including employment-related matters; infringement of intellectual property rights; personal injury/wrongful death claims; real estate matters; environmental and safety issues; and product safety matters. Legal proceedings may also include class, collective, representative and large cases and arbitrations, including those described below. 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, financial condition, or liquidity. 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 reserved or 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. 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 the matters noted below where we have determined that a loss is reasonably possible but not probable, we are unable to reasonably estimate the amount or range of the possible loss at this time 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.
Active Matters
DC 202-related Matters
On February 11, 2022, the U.S. Food and Drug Administration (“FDA”) issued Form 483 observations primarily regarding rodent infestation at Family Dollar’s West Memphis, Arkansas distribution center (“DC 202”) and the related sale and distribution of adulterated product, as well as other processes and procedures that required remediation. In connection therewith, we initiated a retail-level product recall of FDA and U.S. Department of Agriculture-regulated products stored and shipped from DC 202 from January 1, 2021 through February 18, 2022 (the “Recall”), temporarily closed DC 202 for extensive cleaning, temporarily closed the affected
stores to permit the removal and destruction of inventory subject to the Recall, ceased sales of relevant inventory subject to the Recall, ceased the direct shipment of FDA-regulated products from DC 202, and initiated corrective actions. In June 2022, we stopped shipping to stores from DC 202 and have since disposed of all of the subject inventory that was in the facility.
Since February 22, 2022, we have been named in 14 putative class action complaints primarily related to issues associated with DC 202 described above. The lawsuits are proceeding in federal court in Tennessee using the federal court’s multi-district litigation process, seek class action status, and allege violations of the Mississippi, Arkansas, Louisiana, Tennessee, Alabama and Missouri consumer protection laws, breach of warranty, negligence, misrepresentation, deception and unjust enrichment related to the sale of products that may be contaminated by virtue of rodent infestation and other unsanitary conditions at DC 202. Plaintiffs sought damages, attorney fees and costs, punitive damages and replacement or refund of money paid to purchase the relevant products, and any other legal relief available for their claims (in each case in unspecified amounts), including equitable and injunctive relief. As a result of a mediation held in April 2023, the parties reached a claims made settlement whereby one class member per household will receive a $25 Family Dollar gift certificate. On October 27, 2023, the court granted preliminary approval of the settlement. Notice of the settlement and how to submit a claim was given beginning November 10, 2023. A hearing on final approval of the settlement has been scheduled for April 5, 2024.
On March 1, 2022, a federal grand jury subpoena was issued to us by the Eastern District of Arkansas requesting the production of information, documents and records pertaining to pests, sanitation and compliance with law regarding certain of our procedures and products. In connection with this matter, we have been investigating the condition of FDA-regulated product shipped from DC 202. We are cooperating fully with the U.S. Department of Justice (“DOJ”) investigation, including having produced documents and provided additional information. We are currently engaged in discussions with the government in an effort to reach a negotiated resolution. Due to the inherent uncertainties associated with this matter, no assurance can be given as to the timing or outcome of this matter, but we acknowledge that any negotiated resolution will include penalties and company undertakings.
On April 28, 2022, the State of Arkansas filed a complaint in state court alleging violations of the Arkansas Deceptive Trade Practices Act, gross negligence and negligence, strict liability in tort, unjust enrichment and civil conspiracy related to the sale of products that may have been contaminated by virtue of rodent infestation and other unsanitary conditions at DC 202. The State of Arkansas is seeking injunctive relief, restitution, disgorgement, damages, civil penalties, punitive damages and suspension or revocation of our authorization to do business in Arkansas. We filed a motion to dismiss the State's claims, and it is too early to determine a likely outcome in the matter.
Based on the developments discussed above, we determined that there is a probable risk of liability for settlement amounts, costs, and potential penalties and, accordingly, we previously accrued $30.0 million for DC 202-related matters. At the present time, we are unable to estimate the amount of additional incremental loss, if any, which may result when all of the matters are finally resolved. Based on the information available to date, we do not believe the resolution of the DOJ investigation, the State of Arkansas complaint, or settlement of any pending or potential civil litigation related to DC 202 will have a material adverse effect on our business, financial condition, or liquidity.
Talc Product Matters
Multiple personal injury lawsuits are pending in state court in Illinois, New York, Texas, and New Jersey against Dollar Tree, Family Dollar or both alleging that certain talc products that we sold caused cancer. The plaintiffs seek compensatory, punitive and exemplary damages, damages for loss of consortium, and attorneys’ fees and costs. Although we have been able to resolve previous talc lawsuits against us without material loss, given the inherent uncertainties of litigation there can be no assurances regarding the outcome of pending or future cases. Future costs to litigate these cases are not known but may be material, and it is uncertain whether our costs will be covered by insurance. In addition, although we have indemnification rights against our vendors in several of these cases, it is uncertain whether the vendors will have the financial ability to fulfill their obligations to us.
Acetaminophen Matters
Since August 2022, personal injury cases have been filed in federal court against Dollar Tree, Family Dollar, or both, on behalf of minors alleging that their mothers took acetaminophen while pregnant, that the acetaminophen interfered with fetal development such that plaintiffs were born with autism and/or ADHD, and that we knew or should have known of the danger, had a duty to warn and failed to include appropriate warnings on the product labels. There are currently dozens of cases pending. The plaintiffs seek compensatory, punitive and/or exemplary damages, restitution and disgorgement, economic damages, and attorneys’ fees and costs. These cases, which originated in Alabama, California, Florida, Georgia, Louisiana, Minnesota, Missouri, North Carolina, Kentucky, Tennessee and Texas, along with other cases against many other defendants, have been consolidated in multi-district court litigation in the Southern District of New York.
Note 4 - Short-Term Borrowings and Long-Term Debt
Commercial Paper Program
In July 2023, we established a commercial paper program to issue unsecured commercial paper notes with maturities up to 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $1.5 billion. We expect to use the net proceeds of note issuances for general corporate purposes. Our Revolving Credit Facility will serve as a liquidity backstop for the repayment of notes outstanding under the program. The notes rank pari passu with all of our other unsecured and unsubordinated indebtedness. As of October 28, 2023, $230.0 million principal amount of notes were outstanding under the program, with a weighted-average interest rate of 5.6%.
Revolving Credit Facility
The following table summarizes information pertaining to our revolving credit facilities:
| (in millions) | October 28, 2023 | January 28, 2023 | October 29, 2022 | |||||||||||||||||
| Revolving Credit Facility Capacity | $ | 1,500.0 | $ | 1,500.0 | $ | 1,500.0 | ||||||||||||||
| Loans Outstanding | — | — | 350.0 | |||||||||||||||||
| Standby Letters of Credit Outstanding | 4.1 | 4.4 | 44.3 | |||||||||||||||||
| Available Capacity | 1,495.9 | 1,495.6 | 1,105.7 |
The weighted-average interest rate for the $350.0 million of loans outstanding at October 29, 2022 was 4.69%.
Note 5 - Fair Value Measurements
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 material impairment charges during the 13 or 39 weeks ended October 28, 2023 or October 29, 2022.
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 carrying values of our Revolving Credit Facility and borrowings under our commercial paper program approximate their fair values.
The aggregate fair values and carrying values of our long-term borrowings were as follows:
| October 28, 2023 | January 28, 2023 | October 29, 2022 | ||||||||||||||||||||||||||||||||||||
| (in millions) | Fair Value | Carrying Value | Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||||||||||||||||||||
| Level 1 | ||||||||||||||||||||||||||||||||||||||
| Senior Notes | $ | 2,952.6 | $ | 3,429.2 | $ | 3,162.8 | $ | 3,426.7 | $ | 3,004.6 | $ | 3,425.8 |
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.
Note 6 - Net Income Per Share
The following table sets forth the calculations of basic and diluted net income per share:
| 13 Weeks Ended | 39 Weeks Ended | |||||||||||||||||||||||||
| (in millions, except per share data) | October 28, 2023 | October 29, 2022 | October 28, 2023 | October 29, 2022 | ||||||||||||||||||||||
| Basic net income per share: | ||||||||||||||||||||||||||
| Net income | $ | 212.0 | $ | 266.9 | $ | 711.4 | $ | 1,163.2 | ||||||||||||||||||
| Weighted average number of shares outstanding | 218.9 | 222.2 | 220.0 | 223.9 | ||||||||||||||||||||||
| Basic net income per share | $ | 0.97 | $ | 1.20 | $ | 3.23 | $ | 5.20 | ||||||||||||||||||
| Diluted net income per share: | ||||||||||||||||||||||||||
| Net income | $ | 212.0 | $ | 266.9 | $ | 711.4 | $ | 1,163.2 | ||||||||||||||||||
| Weighted average number of shares outstanding | 218.9 | 222.2 | 220.0 | 223.9 | ||||||||||||||||||||||
| Dilutive impact of share-based awards (as determined by applying the treasury stock method) | 0.3 | 0.8 | 0.5 | 0.9 | ||||||||||||||||||||||
| Weighted average number of shares and dilutive potential shares outstanding | 219.2 | 223.0 | 220.5 | 224.8 | ||||||||||||||||||||||
| Diluted net income per share | $ | 0.97 | $ | 1.20 | $ | 3.23 | $ | 5.17 |
Share-based awards of 3.0 million shares and 3.2 million shares were excluded from the calculation of diluted net income per share for the 13 and 39 weeks ended October 28, 2023, respectively, because their inclusion would be anti-dilutive. Share-based awards of 2.3 million shares and 3.0 million shares were excluded from the calculation of diluted net income per share for the 13 and 39 weeks ended October 29, 2022, respectively, because their inclusion would be anti-dilutive.
Note 7 - Shareholders’ Equity
We repurchased 2,176,886 and 3,905,599 shares of common stock on the open market at a cost of $252.3 million and $504.3 million, including applicable excise tax, during the 13 and 39 weeks ended October 28, 2023, respectively. We repurchased 2,859,200 and 4,613,696 shares of common stock on the open market at a cost of $397.5 million and $647.5 million during the 13 and 39 weeks ended October 29, 2022, respectively. At October 28, 2023, we had $1.35 billion remaining under our Board repurchase authorization.
Note 8 - Segments and Disaggregated Revenue
We operate more than 16,600 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 $1.25, with additional offerings at $3, $4 and $5 price points. 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 ten distribution centers. The Family Dollar segment operating income (loss) 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 and the results of operations for our Summit Pointe property in Chesapeake, Virginia that are considered shared services and therefore these selling, general and administrative costs are excluded from our two reporting business segments.
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 Ended | 39 Weeks Ended | |||||||||||||||||||||||||
| (in millions) | October 28, 2023 | October 29, 2022 | October 28, 2023 | October 29, 2022 | ||||||||||||||||||||||
| Condensed Consolidated Income Statement Data (Unaudited): | ||||||||||||||||||||||||||
| Net sales: | ||||||||||||||||||||||||||
| Dollar Tree | $ | 4,003.8 | $ | 3,756.1 | $ | 11,808.9 | $ | 11,109.0 | ||||||||||||||||||
| Family Dollar | 3,305.3 | 3,180.5 | 10,139.8 | 9,493.0 | ||||||||||||||||||||||
| Consolidated net sales | $ | 7,309.1 | $ | 6,936.6 | $ | 21,948.7 | $ | 20,602.0 | ||||||||||||||||||
| Gross profit: | ||||||||||||||||||||||||||
| Dollar Tree | $ | 1,393.8 | $ | 1,328.3 | $ | 4,075.7 | $ | 4,197.9 | ||||||||||||||||||
| Family Dollar | 779.2 | 743.2 | 2,462.4 | 2,338.5 | ||||||||||||||||||||||
| Consolidated gross profit | $ | 2,173.0 | $ | 2,071.5 | $ | 6,538.1 | $ | 6,536.4 | ||||||||||||||||||
| Operating income (loss): | ||||||||||||||||||||||||||
| Dollar Tree | $ | 482.7 | $ | 499.7 | $ | 1,416.2 | $ | 1,814.7 | ||||||||||||||||||
| Family Dollar | (66.3) | (18.4) | (45.7) | 126.1 | ||||||||||||||||||||||
| Corporate, support and other | (114.7) | (100.0) | (361.3) | (322.6) | ||||||||||||||||||||||
| Consolidated operating income | 301.7 | 381.3 | 1,009.2 | 1,618.2 | ||||||||||||||||||||||
| Interest expense, net | 30.4 | 32.7 | 80.5 | 97.3 | ||||||||||||||||||||||
| Other expense, net | 0.2 | 0.2 | 0.2 | 0.3 | ||||||||||||||||||||||
| Income before income taxes | $ | 271.1 | $ | 348.4 | $ | 928.5 | $ | 1,520.6 |
| As of | ||||||||||||||||||||
| (in millions) | October 28, 2023 | January 28, 2023 | October 29, 2022 | |||||||||||||||||
| Condensed Consolidated Balance Sheet Data (Unaudited): | ||||||||||||||||||||
| Goodwill: | ||||||||||||||||||||
| Dollar Tree | $ | 422.4 | $ | 423.6 | $ | 422.9 | ||||||||||||||
| Family Dollar | 1,559.5 | 1,559.5 | 1,559.5 | |||||||||||||||||
| Consolidated goodwill | $ | 1,981.9 | $ | 1,983.1 | $ | 1,982.4 | ||||||||||||||
| Total assets: | ||||||||||||||||||||
| Dollar Tree | $ | 10,095.0 | $ | 9,914.6 | $ | 9,785.2 | ||||||||||||||
| Family Dollar | 13,303.7 | 12,562.2 | 12,631.1 | |||||||||||||||||
| Corporate, support and other | 632.5 | 545.3 | 493.2 | |||||||||||||||||
| Consolidated total assets | $ | 24,031.2 | $ | 23,022.1 | $ | 22,909.5 |
Disaggregated Revenue
The following table summarizes net sales by merchandise category for our segments:
| 13 Weeks Ended | 39 Weeks Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | October 28, 2023 | October 29, 2022 | October 28, 2023 | October 29, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| Dollar Tree segment net sales by merchandise category: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumable | $ | 1,939.3 | 48.4 | % | $ | 1,735.5 | 46.2 | % | $ | 5,707.4 | 48.3 | % | $ | 5,154.6 | 46.4 | % | ||||||||||||||||||||||||||||||||||
| Variety | 1,745.5 | 43.6 | % | 1,708.3 | 45.5 | % | 5,590.9 | 47.4 | % | 5,465.6 | 49.2 | % | ||||||||||||||||||||||||||||||||||||||
| Seasonal | 319.0 | 8.0 | % | 312.3 | 8.3 | % | 510.6 | 4.3 | % | 488.8 | 4.4 | % | ||||||||||||||||||||||||||||||||||||||
| Total Dollar Tree segment net sales | $ | 4,003.8 | 100.0 | % | $ | 3,756.1 | 100.0 | % | $ | 11,808.9 | 100.0 | % | $ | 11,109.0 | 100.0 | % | ||||||||||||||||||||||||||||||||||
| Family Dollar segment net sales by merchandise category: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumable | $ | 2,711.0 | 82.0 | % | $ | 2,515.8 | 79.1 | % | $ | 8,166.4 | 80.5 | % | $ | 7,417.9 | 78.1 | % | ||||||||||||||||||||||||||||||||||
| Home products | 214.7 | 6.5 | % | 238.5 | 7.5 | % | 677.2 | 6.7 | % | 720.7 | 7.6 | % | ||||||||||||||||||||||||||||||||||||||
| Apparel and accessories | 156.5 | 4.7 | % | 181.4 | 5.7 | % | 494.1 | 4.9 | % | 540.7 | 5.7 | % | ||||||||||||||||||||||||||||||||||||||
| Seasonal and electronics | 223.1 | 6.8 | % | 244.8 | 7.7 | % | 802.1 | 7.9 | % | 813.7 | 8.6 | % | ||||||||||||||||||||||||||||||||||||||
| Total Family Dollar segment net sales | $ | 3,305.3 | 100.0 | % | $ | 3,180.5 | 100.0 | % | $ | 10,139.8 | 100.0 | % | $ | 9,493.0 | 100.0 | % |
Note 9 - Supply Chain Finance Program
During the third quarter of fiscal 2023, we implemented a supply chain finance program, administered through a financial institution, which provides participating suppliers with the opportunity to finance payments due from us. Participating suppliers may, at their sole discretion, elect to finance one or more invoices of ours prior to their scheduled due dates at a discounted price with the financial institution.
Our obligations to our suppliers, including amounts due and scheduled payment dates, are not impacted by the supplier’s decision to finance amounts under these arrangements. As such, the outstanding payment obligations under our supply chain financing program are included within accounts payable in the accompanying unaudited condensed consolidated balance sheets and within cash flows from operating activities in the accompanying unaudited condensed consolidated statements of cash flows.
As of October 28, 2023, we had no outstanding payment obligations under this program.
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