ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended
|
June 30, 2018
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
|
|
to
|
|
Delaware
|
|
13-3139732
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(State or Other Jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
Incorporation or Organization)
|
|
|
|
|
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5401 Virginia Way, Brentwood, Tennessee
|
|
37027
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
|
|
Not Applicable
|
|
(615) 440-4000
|
(Former name, former address and former fiscal year, if changed since last report)
|
|
(Registrant’s Telephone Number, Including Area Code)
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|
Large accelerated filer
|
þ
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
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|
|
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Emerging growth company
|
o
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Class
|
|
Outstanding at July 28, 2018
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Common Stock, $.008 par value
|
|
121,804,677
|
|
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Page No.
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|
|
|
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||
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||
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||
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||
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||
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June 30,
2018 |
|
December 30,
2017 |
|
July 1,
2017 |
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
69,954
|
|
|
$
|
109,148
|
|
|
$
|
67,793
|
|
Inventories
|
1,632,280
|
|
|
1,453,208
|
|
|
1,468,254
|
|
|||
Prepaid expenses and other current assets
|
103,379
|
|
|
88,252
|
|
|
90,409
|
|
|||
Income taxes receivable
|
5,115
|
|
|
4,760
|
|
|
4,066
|
|
|||
Total current assets
|
1,810,728
|
|
|
1,655,368
|
|
|
1,630,522
|
|
|||
Property and equipment:
|
|
|
|
|
|
|
|
|
|||
Land
|
100,564
|
|
|
99,336
|
|
|
99,267
|
|
|||
Buildings and improvements
|
1,072,866
|
|
|
1,037,730
|
|
|
995,716
|
|
|||
Furniture, fixtures and equipment
|
619,284
|
|
|
605,957
|
|
|
584,275
|
|
|||
Computer software and hardware
|
290,599
|
|
|
266,898
|
|
|
243,577
|
|
|||
Construction in progress
|
125,945
|
|
|
83,816
|
|
|
48,521
|
|
|||
Property and equipment, gross
|
2,209,258
|
|
|
2,093,737
|
|
|
1,971,356
|
|
|||
Accumulated depreciation and amortization
|
(1,127,715
|
)
|
|
(1,049,234
|
)
|
|
(988,998
|
)
|
|||
Property and equipment, net
|
1,081,543
|
|
|
1,044,503
|
|
|
982,358
|
|
|||
Goodwill and other intangible assets
|
124,492
|
|
|
124,492
|
|
|
125,717
|
|
|||
Deferred income taxes
|
20,741
|
|
|
18,494
|
|
|
52,960
|
|
|||
Other assets
|
29,902
|
|
|
25,912
|
|
|
24,015
|
|
|||
Total assets
|
$
|
3,067,406
|
|
|
$
|
2,868,769
|
|
|
$
|
2,815,572
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts payable
|
$
|
649,665
|
|
|
$
|
576,568
|
|
|
$
|
510,820
|
|
Accrued employee compensation
|
22,758
|
|
|
31,673
|
|
|
14,264
|
|
|||
Other accrued expenses
|
205,352
|
|
|
201,656
|
|
|
184,829
|
|
|||
Current portion of long-term debt
|
25,000
|
|
|
25,000
|
|
|
20,000
|
|
|||
Current portion of capital lease obligations
|
3,714
|
|
|
3,545
|
|
|
3,418
|
|
|||
Income taxes payable
|
34,997
|
|
|
10,772
|
|
|
73,157
|
|
|||
Total current liabilities
|
941,486
|
|
|
849,214
|
|
|
806,488
|
|
|||
Long-term debt
|
516,410
|
|
|
401,069
|
|
|
433,676
|
|
|||
Capital lease obligations, less current maturities
|
30,639
|
|
|
32,617
|
|
|
33,860
|
|
|||
Deferred rent
|
107,827
|
|
|
105,906
|
|
|
102,525
|
|
|||
Other long-term liabilities
|
65,002
|
|
|
61,290
|
|
|
56,457
|
|
|||
Total liabilities
|
1,661,364
|
|
|
1,450,096
|
|
|
1,433,006
|
|
|||
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|||
Preferred stock, $1.00 par value; 40 shares authorized; no shares issued
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock, $0.008 par value; 400,000 shares authorized at June 30, 2018, December 30, 2017 and July 1, 2017; 170,728, 170,375 and 170,184 shares issued; 121,811, 125,303 and 127,231 shares outstanding at June 30, 2018, December 30, 2017 and July 1, 2017, respectively
|
1,366
|
|
|
1,363
|
|
|
1,361
|
|
|||
Additional paid-in capital
|
746,410
|
|
|
716,228
|
|
|
693,775
|
|
|||
Treasury stock – at cost, 48,917, 45,072 and 42,953 shares at June 30, 2018, December 30, 2017 and July 1, 2017, respectively
|
(2,383,446
|
)
|
|
(2,130,901
|
)
|
|
(2,009,645
|
)
|
|||
Accumulated other comprehensive income
|
5,742
|
|
|
3,358
|
|
|
1,521
|
|
|||
Retained earnings
|
3,035,970
|
|
|
2,828,625
|
|
|
2,695,554
|
|
|||
Total stockholders’ equity
|
1,406,042
|
|
|
1,418,673
|
|
|
1,382,566
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
3,067,406
|
|
|
$
|
2,868,769
|
|
|
$
|
2,815,572
|
|
|
For the Fiscal Three Months Ended
|
|
For the Fiscal Six Months Ended
|
||||||||||||
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Net sales
|
$
|
2,213,249
|
|
|
$
|
2,017,762
|
|
|
$
|
3,896,150
|
|
|
$
|
3,581,840
|
|
Cost of merchandise sold
|
1,443,835
|
|
|
1,313,054
|
|
|
2,563,087
|
|
|
2,358,929
|
|
||||
Gross profit
|
769,414
|
|
|
704,708
|
|
|
1,333,063
|
|
|
1,222,911
|
|
||||
Selling, general and administrative expenses
|
452,346
|
|
|
405,736
|
|
|
878,459
|
|
|
787,850
|
|
||||
Depreciation and amortization
|
43,610
|
|
|
41,047
|
|
|
86,397
|
|
|
80,774
|
|
||||
Operating income
|
273,458
|
|
|
257,925
|
|
|
368,207
|
|
|
354,287
|
|
||||
Interest expense, net
|
4,978
|
|
|
3,092
|
|
|
9,446
|
|
|
5,869
|
|
||||
Income before income taxes
|
268,480
|
|
|
254,833
|
|
|
358,761
|
|
|
348,418
|
|
||||
Income tax expense
|
61,191
|
|
|
94,184
|
|
|
80,039
|
|
|
127,458
|
|
||||
Net income
|
$
|
207,289
|
|
|
$
|
160,649
|
|
|
$
|
278,722
|
|
|
$
|
220,960
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share – basic
|
$
|
1.70
|
|
|
$
|
1.25
|
|
|
$
|
2.26
|
|
|
$
|
1.71
|
|
Net income per share – diluted
|
$
|
1.69
|
|
|
$
|
1.25
|
|
|
$
|
2.25
|
|
|
$
|
1.70
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
122,100
|
|
|
128,186
|
|
|
123,288
|
|
|
129,231
|
|
||||
Diluted
|
122,775
|
|
|
128,722
|
|
|
123,975
|
|
|
129,906
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share outstanding
|
$
|
0.31
|
|
|
$
|
0.27
|
|
|
$
|
0.58
|
|
|
$
|
0.51
|
|
|
For the Fiscal Three Months Ended
|
|
For the Fiscal Six Months Ended
|
||||||||||||
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Net income
|
$
|
207,289
|
|
|
$
|
160,649
|
|
|
$
|
278,722
|
|
|
$
|
220,960
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Change in fair value of interest rate swaps, net of taxes
|
552
|
|
|
(152
|
)
|
|
2,384
|
|
|
129
|
|
||||
Total other comprehensive income (loss)
|
552
|
|
|
(152
|
)
|
|
2,384
|
|
|
129
|
|
||||
Total comprehensive income
|
$
|
207,841
|
|
|
$
|
160,497
|
|
|
$
|
281,106
|
|
|
$
|
221,089
|
|
|
For the Fiscal Six Months Ended
|
||||||
|
June 30,
2018 |
|
July 1,
2017 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
278,722
|
|
|
$
|
220,960
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
86,397
|
|
|
80,774
|
|
||
Loss on disposition of property and equipment
|
623
|
|
|
198
|
|
||
Share-based compensation expense
|
16,409
|
|
|
15,079
|
|
||
Deferred income taxes
|
(2,247
|
)
|
|
(7,742
|
)
|
||
Change in assets and liabilities:
|
|
|
|
|
|
||
Inventories
|
(179,072
|
)
|
|
(98,598
|
)
|
||
Prepaid expenses and other current assets
|
(15,127
|
)
|
|
148
|
|
||
Accounts payable
|
73,097
|
|
|
(8,702
|
)
|
||
Accrued employee compensation
|
(8,915
|
)
|
|
(10,982
|
)
|
||
Other accrued expenses
|
(3,884
|
)
|
|
(33,895
|
)
|
||
Income taxes
|
23,870
|
|
|
67,289
|
|
||
Other
|
4,141
|
|
|
2,979
|
|
||
Net cash provided by operating activities
|
274,014
|
|
|
227,508
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(116,695
|
)
|
|
(96,610
|
)
|
||
Proceeds from sale of property and equipment
|
288
|
|
|
10,781
|
|
||
Net cash used in investing activities
|
(116,407
|
)
|
|
(85,829
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Borrowings under debt facilities
|
673,000
|
|
|
578,000
|
|
||
Repayments under debt facilities
|
(557,500
|
)
|
|
(398,000
|
)
|
||
Debt issuance costs
|
(346
|
)
|
|
(313
|
)
|
||
Principal payments under capital lease obligations
|
(1,809
|
)
|
|
(669
|
)
|
||
Repurchase of shares to satisfy tax obligations
|
(569
|
)
|
|
(653
|
)
|
||
Repurchase of common stock
|
(252,545
|
)
|
|
(248,147
|
)
|
||
Net proceeds from issuance of common stock
|
14,345
|
|
|
7,835
|
|
||
Cash dividends paid to stockholders
|
(71,377
|
)
|
|
(65,855
|
)
|
||
Net cash used in financing activities
|
(196,801
|
)
|
|
(127,802
|
)
|
||
Net change in cash and cash equivalents
|
(39,194
|
)
|
|
13,877
|
|
||
Cash and cash equivalents at beginning of period
|
109,148
|
|
|
53,916
|
|
||
Cash and cash equivalents at end of period
|
$
|
69,954
|
|
|
$
|
67,793
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid during the period for:
|
|
|
|
|
|
||
Interest
|
$
|
6,337
|
|
|
$
|
5,218
|
|
Income taxes
|
58,949
|
|
|
67,752
|
|
||
|
|
|
|
||||
Supplemental disclosures of non-cash activities:
|
|
|
|
||||
Property and equipment acquired through capital lease
|
$
|
—
|
|
|
$
|
10,734
|
|
Non-cash accruals for construction in progress
|
16,227
|
|
|
15,377
|
|
|
Fiscal six months ended
|
||||||
|
June 30,
2018 |
|
July 1,
2017 |
||||
Stock options granted
|
664,686
|
|
|
1,557,681
|
|
||
Weighted average exercise price
|
$
|
67.27
|
|
|
$
|
72.76
|
|
Weighted average grant date fair value per option
|
$
|
14.86
|
|
|
$
|
14.68
|
|
|
Fiscal six months ended
|
||||||
|
June 30,
2018 |
|
July 1,
2017 |
||||
Restricted stock units granted
|
298,249
|
|
|
82,835
|
|
||
Performance-based restricted share units granted
|
39,330
|
|
|
—
|
|
||
Weighted average grant date fair value per share
|
$
|
63.37
|
|
|
$
|
66.70
|
|
|
Fiscal three months ended
|
|
Fiscal three months ended
|
||||||||||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
||||||||||||||||||
|
Income
|
|
Shares
|
|
Per Share
Amount |
|
Income
|
|
Shares
|
|
Per Share
Amount |
||||||||||
Basic net income per share:
|
$
|
207,289
|
|
|
122,100
|
|
|
$
|
1.70
|
|
|
$
|
160,649
|
|
|
128,186
|
|
|
$
|
1.25
|
|
Dilutive effect of share-based awards
|
—
|
|
|
675
|
|
|
(0.01
|
)
|
|
—
|
|
|
536
|
|
|
—
|
|
||||
Diluted net income per share:
|
$
|
207,289
|
|
|
122,775
|
|
|
$
|
1.69
|
|
|
$
|
160,649
|
|
|
128,722
|
|
|
$
|
1.25
|
|
|
Fiscal six months ended
|
|
Fiscal six months ended
|
||||||||||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
||||||||||||||||||
|
Income
|
|
Shares
|
|
Per Share
Amount |
|
Income
|
|
Shares
|
|
Per Share
Amount |
||||||||||
Basic net income per share:
|
$
|
278,722
|
|
|
123,288
|
|
|
$
|
2.26
|
|
|
$
|
220,960
|
|
|
129,231
|
|
|
$
|
1.71
|
|
Dilutive effect of share-based awards
|
—
|
|
|
687
|
|
|
(0.01
|
)
|
|
—
|
|
|
675
|
|
|
(0.01
|
)
|
||||
Diluted net income per share:
|
$
|
278,722
|
|
|
123,975
|
|
|
$
|
2.25
|
|
|
$
|
220,960
|
|
|
129,906
|
|
|
$
|
1.70
|
|
|
|
June 30,
2018 |
|
December 30,
2017 |
|
July 1,
2017 |
||||||
Senior Notes
|
|
$
|
150.0
|
|
|
$
|
150.0
|
|
|
$
|
—
|
|
Senior Credit Facility:
|
|
|
|
|
|
|
||||||
February 2016 Term Loan
|
|
170.0
|
|
|
180.0
|
|
|
185.0
|
|
|||
June 2017 Term Loan
|
|
95.0
|
|
|
97.5
|
|
|
100.0
|
|
|||
Revolving credit loans
|
|
128.0
|
|
|
—
|
|
|
170.0
|
|
|||
Total outstanding borrowings
|
|
543.0
|
|
|
427.5
|
|
|
455.0
|
|
|||
Less: unamortized debt issuance costs
|
|
(1.6
|
)
|
|
(1.4
|
)
|
|
(1.3
|
)
|
|||
Total debt
|
|
541.4
|
|
|
426.1
|
|
|
453.7
|
|
|||
Less: current portion of long-term debt
|
|
(25.0
|
)
|
|
(25.0
|
)
|
|
(20.0
|
)
|
|||
Long-term debt
|
|
$
|
516.4
|
|
|
$
|
401.1
|
|
|
$
|
433.7
|
|
|
|
|
|
|
|
|
||||||
Outstanding letters of credit
|
|
$
|
39.9
|
|
|
$
|
39.6
|
|
|
$
|
44.3
|
|
|
Balance Sheet Location
|
|
June 30,
2018 |
|
December 30,
2017 |
|
July 1,
2017 |
||||||
Interest rate swaps (short-term portion)
|
Other current assets / (Other accrued expenses)
|
|
$
|
2,533
|
|
|
$
|
900
|
|
|
$
|
(56
|
)
|
Interest rate swaps (long-term portion)
|
Other assets
|
|
5,871
|
|
|
4,252
|
|
|
3,105
|
|
|||
Total net assets
|
|
|
$
|
8,404
|
|
|
$
|
5,152
|
|
|
$
|
3,049
|
|
|
|
June 30,
2018 |
|
December 30,
2017 |
|
July 1,
2017 |
||||||
Beginning fiscal year AOCI balance
|
|
$
|
3,358
|
|
|
$
|
1,392
|
|
|
$
|
1,392
|
|
Current fiscal period gain recognized in OCI
|
|
2,384
|
|
|
1,371
|
|
|
129
|
|
|||
Reclassification of stranded tax effects to retained earnings
(a)
|
|
—
|
|
|
595
|
|
|
—
|
|
|||
Other comprehensive gain, net of tax
|
|
2,384
|
|
|
1,966
|
|
|
129
|
|
|||
Ending fiscal period AOCI balance
|
|
$
|
5,742
|
|
|
$
|
3,358
|
|
|
$
|
1,521
|
|
|
|
|
Fiscal three months ended
|
|
Fiscal six months ended
|
||||||||||||
|
Financial Statement Location
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Effective portion of gains (losses) recognized in OCI during the period
|
Other comprehensive income (loss)
|
|
$
|
737
|
|
|
$
|
(250
|
)
|
|
$
|
3,205
|
|
|
$
|
211
|
|
Ineffective portion of gains recognized in earnings during the period
|
Interest expense, net
|
|
19
|
|
|
15
|
|
|
47
|
|
|
21
|
|
|
|
Fiscal three months ended
|
|
Fiscal six months ended
|
||||||||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Income tax expense (benefit) of interest rate swaps on AOCI
|
|
$
|
185
|
|
|
$
|
(98
|
)
|
|
$
|
821
|
|
|
$
|
82
|
|
Date Declared
|
|
Dividend Amount
Per Share |
|
Record Date
|
|
Date Paid
|
||
May 9, 2018
|
|
$
|
0.31
|
|
|
May 29, 2018
|
|
June 12, 2018
|
February 7, 2018
|
|
$
|
0.27
|
|
|
February 26, 2018
|
|
March 13, 2018
|
|
|
|
|
|
|
|
|
|
May 8, 2017
|
|
$
|
0.27
|
|
|
May 22, 2017
|
|
June 6, 2017
|
February 8, 2017
|
|
$
|
0.24
|
|
|
February 27, 2017
|
|
March 14, 2017
|
|
Fiscal three months ended
|
|
Fiscal six months ended
|
||||||||
Product Category:
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||
Livestock and Pet
|
44
|
%
|
|
45
|
%
|
|
48
|
%
|
|
48
|
%
|
Seasonal, Gift and Toy Products
|
24
|
|
|
23
|
|
|
21
|
|
|
20
|
|
Hardware, Tools and Truck
|
21
|
|
|
21
|
|
|
21
|
|
|
21
|
|
Agriculture
|
6
|
|
|
6
|
|
|
4
|
|
|
5
|
|
Clothing and Footwear
|
5
|
|
|
5
|
|
|
6
|
|
|
6
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Fiscal three months ended
|
||||
|
June 30,
2018 |
|
July 1,
2017 |
||
Tractor Supply
|
|
|
|
||
Store count, beginning of period
|
1,700
|
|
|
1,617
|
|
New stores opened
|
25
|
|
|
14
|
|
Stores closed
|
—
|
|
|
(1
|
)
|
Store count, end of period
|
1,725
|
|
|
1,630
|
|
Petsense
|
|
|
|
||
Store count, beginning of period
|
172
|
|
|
152
|
|
New stores opened
|
3
|
|
|
8
|
|
Stores closed
|
(1
|
)
|
|
—
|
|
Store count, end of period
|
174
|
|
|
160
|
|
Consolidated store count, end of period
|
1,899
|
|
|
1,790
|
|
|
|
|
|
||
Stores relocated
|
2
|
|
|
1
|
|
|
Fiscal three months ended
|
||||
Product Category:
|
June 30,
2018 |
|
July 1,
2017 |
||
Livestock and Pet
|
44
|
%
|
|
45
|
%
|
Seasonal, Gift and Toy Products
|
24
|
|
|
23
|
|
Hardware, Tools and Truck
|
21
|
|
|
21
|
|
Agriculture
|
6
|
|
|
6
|
|
Clothing and Footwear
|
5
|
|
|
5
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
Fiscal six months ended
|
||||
|
June 30,
2018 |
|
July 1,
2017 |
||
Tractor Supply
|
|
|
|
||
Store count, beginning of period
|
1,685
|
|
|
1,595
|
|
New stores opened
|
40
|
|
|
38
|
|
Stores closed
|
—
|
|
|
(3
|
)
|
Store count, end of period
|
1,725
|
|
|
1,630
|
|
Petsense
|
|
|
|
||
Store count, beginning of period
|
168
|
|
|
143
|
|
New stores opened
|
7
|
|
|
17
|
|
Stores closed
|
(1
|
)
|
|
—
|
|
Store count, end of period
|
174
|
|
|
160
|
|
Consolidated store count, end of period
|
1,899
|
|
|
1,790
|
|
|
|
|
|
||
Stores relocated
|
2
|
|
|
1
|
|
|
Fiscal six months ended
|
||||
Product Category:
|
June 30,
2018 |
|
July 1,
2017 |
||
Livestock and Pet
|
48
|
%
|
|
48
|
%
|
Hardware, Tools and Truck
|
21
|
|
|
21
|
|
Seasonal, Gift and Toy Products
|
21
|
|
|
20
|
|
Clothing and Footwear
|
6
|
|
|
6
|
|
Agriculture
|
4
|
|
|
5
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
June 30,
2018 |
|
December 30,
2017 |
|
Variance
|
|
July 1,
2017 |
|
Variance
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
70.0
|
|
|
$
|
109.1
|
|
|
$
|
(39.1
|
)
|
|
$
|
67.8
|
|
|
$
|
2.2
|
|
Inventories
|
1,632.3
|
|
|
1,453.2
|
|
|
179.1
|
|
|
1,468.3
|
|
|
164.0
|
|
|||||
Prepaid expenses and other current assets
|
103.3
|
|
|
88.3
|
|
|
15.0
|
|
|
90.4
|
|
|
12.9
|
|
|||||
Income taxes receivable
|
5.1
|
|
|
4.8
|
|
|
0.3
|
|
|
4.0
|
|
|
1.1
|
|
|||||
Total current assets
|
1,810.7
|
|
|
1,655.4
|
|
|
155.3
|
|
|
1,630.5
|
|
|
180.2
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
649.7
|
|
|
576.6
|
|
|
73.1
|
|
|
510.8
|
|
|
138.9
|
|
|||||
Accrued employee compensation
|
22.8
|
|
|
31.6
|
|
|
(8.8
|
)
|
|
14.3
|
|
|
8.5
|
|
|||||
Other accrued expenses
|
205.3
|
|
|
201.7
|
|
|
3.6
|
|
|
184.9
|
|
|
20.4
|
|
|||||
Current portion of long-term debt
|
25.0
|
|
|
25.0
|
|
|
—
|
|
|
20.0
|
|
|
5.0
|
|
|||||
Current portion of capital lease obligations
|
3.7
|
|
|
3.5
|
|
|
0.2
|
|
|
3.4
|
|
|
0.3
|
|
|||||
Income taxes payable
|
35.0
|
|
|
10.8
|
|
|
24.2
|
|
|
73.1
|
|
|
(38.1
|
)
|
|||||
Total current liabilities
|
941.5
|
|
|
849.2
|
|
|
92.3
|
|
|
806.5
|
|
|
135.0
|
|
|||||
Working capital
|
$
|
869.2
|
|
|
$
|
806.2
|
|
|
$
|
63.0
|
|
|
$
|
824.0
|
|
|
$
|
45.2
|
|
•
|
The increase in inventories and accounts payable resulted primarily from the purchase of additional inventory to support new store growth as well as an increase in average inventory per store principally due to normal seasonal patterns.
|
•
|
The decrease in cash is primarily due to the repurchase of common stock, capital expenditures and quarterly cash dividends, partially offset by cash provided by operations and incremental borrowings under our existing debt facilities.
|
•
|
The increase in income taxes payable is due to the timing of tax payments.
|
•
|
The increase in inventories and accounts payable resulted primarily from the purchase of additional inventory to support new store growth. Additionally, average inventory per store increased slightly due to commodity inflation and increased
|
•
|
The decrease in income taxes payable is due to the timing of payments and a reduced year-over-year tax liability stemming from the impacts of the TCJA.
|
|
|
June 30,
2018 |
|
December 30,
2017 |
|
July 1,
2017 |
||||||
Senior Notes
|
|
$
|
150.0
|
|
|
$
|
150.0
|
|
|
$
|
—
|
|
Senior Credit Facility:
|
|
|
|
|
|
|
||||||
February 2016 Term Loan
|
|
170.0
|
|
|
180.0
|
|
|
185.0
|
|
|||
June 2017 Term Loan
|
|
95.0
|
|
|
97.5
|
|
|
100.0
|
|
|||
Revolving credit loans
|
|
128.0
|
|
|
—
|
|
|
170.0
|
|
|||
Total outstanding borrowings
|
|
543.0
|
|
|
427.5
|
|
|
455.0
|
|
|||
Less: unamortized debt issuance costs
|
|
(1.6
|
)
|
|
(1.4
|
)
|
|
(1.3
|
)
|
|||
Total debt
|
|
541.4
|
|
|
426.1
|
|
|
453.7
|
|
|||
Less: current portion of long-term debt
|
|
(25.0
|
)
|
|
(25.0
|
)
|
|
(20.0
|
)
|
|||
Long-term debt
|
|
$
|
516.4
|
|
|
$
|
401.1
|
|
|
$
|
433.7
|
|
|
|
|
|
|
|
|
||||||
Outstanding letters of credit
|
|
$
|
39.9
|
|
|
$
|
39.6
|
|
|
$
|
44.3
|
|
|
Fiscal six months ended
|
||||||||||
|
June 30,
2018 |
|
July 1,
2017 |
|
Variance
|
||||||
Net income
|
$
|
278.7
|
|
|
$
|
221.0
|
|
|
$
|
57.7
|
|
Depreciation and amortization
|
86.4
|
|
|
80.8
|
|
|
5.6
|
|
|||
Share-based compensation expense
|
16.4
|
|
|
15.1
|
|
|
1.3
|
|
|||
Deferred income taxes
|
(2.3
|
)
|
|
(7.7
|
)
|
|
5.4
|
|
|||
Inventories and accounts payable
|
(106.0
|
)
|
|
(107.3
|
)
|
|
1.3
|
|
|||
Prepaid expenses and other current assets
|
(15.1
|
)
|
|
0.1
|
|
|
(15.2
|
)
|
|||
Accrued expenses
|
(12.8
|
)
|
|
(44.9
|
)
|
|
32.1
|
|
|||
Income taxes
|
23.9
|
|
|
67.3
|
|
|
(43.4
|
)
|
|||
Other, net
|
4.8
|
|
|
3.1
|
|
|
1.7
|
|
|||
Net cash provided by operating activities
|
$
|
274.0
|
|
|
$
|
227.5
|
|
|
$
|
46.5
|
|
|
Fiscal six months ended
|
||||||
|
June 30,
2018 |
|
July 1,
2017 |
||||
Information technology
|
$
|
38.5
|
|
|
$
|
34.3
|
|
Distribution center capacity and improvements
|
33.8
|
|
|
6.3
|
|
||
New and relocated stores and stores not yet opened
|
32.8
|
|
|
35.2
|
|
||
Existing stores
|
11.5
|
|
|
20.7
|
|
||
Corporate and other
|
0.1
|
|
|
0.1
|
|
||
Total capital expenditures
|
$
|
116.7
|
|
|
$
|
96.6
|
|
|
Fiscal six months ended
|
||||||||||
|
June 30,
2018 |
|
July 1,
2017 |
|
Variance
|
||||||
Net borrowings and repayments under debt facilities
|
$
|
115.5
|
|
|
$
|
180.0
|
|
|
$
|
(64.5
|
)
|
Repurchase of common stock
|
(252.5
|
)
|
|
(248.1
|
)
|
|
(4.4
|
)
|
|||
Net proceeds from issuance of common stock
|
14.3
|
|
|
7.8
|
|
|
6.5
|
|
|||
Cash dividends paid to stockholders
|
(71.4
|
)
|
|
(65.9
|
)
|
|
(5.5
|
)
|
|||
Other, net
|
(2.7
|
)
|
|
(1.6
|
)
|
|
(1.1
|
)
|
|||
Net cash used in financing activities
|
$
|
(196.8
|
)
|
|
$
|
(127.8
|
)
|
|
$
|
(69.0
|
)
|
Date Declared
|
|
Dividend Amount
Per Share |
|
Record Date
|
|
Date Paid
|
||
May 9, 2018
|
|
$
|
0.31
|
|
|
May 29, 2018
|
|
June 12, 2018
|
February 7, 2018
|
|
$
|
0.27
|
|
|
February 26, 2018
|
|
March 13, 2018
|
|
|
|
|
|
|
|
||
May 8, 2017
|
|
$
|
0.27
|
|
|
May 22, 2017
|
|
June 6, 2017
|
February 8, 2017
|
|
$
|
0.24
|
|
|
February 27, 2017
|
|
March 14, 2017
|
-
|
Inventory valuation
|
-
|
Income tax contingencies
|
-
|
Self-insurance reserves
|
-
|
Impairment of long-lived assets
|
-
|
Sales tax audit reserve
|
-
|
Impairment of goodwill and other indefinite-lived intangible assets
|
Period
|
|
Total Number of Shares Purchased
|
|
Average
Price Paid
Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Dollar
Value of Shares That May Yet Be Purchased Under the Plans or Programs
|
||||||
April 1, 2018 - April 28, 2018
|
|
1,040,000
|
|
|
$
|
61.08
|
|
|
1,040,000
|
|
|
$
|
648,765,946
|
|
April 29, 2018 - May 26, 2018
|
|
250,000
|
|
|
69.58
|
|
|
250,000
|
|
|
631,374,262
|
|
||
May 27, 2018 - June 30, 2018
|
|
187,200
|
|
|
75.66
|
|
|
187,200
|
|
|
617,214,452
|
|
||
Total
|
|
1,477,200
|
|
|
$
|
64.37
|
|
|
1,477,200
|
|
|
$
|
617,214,452
|
|
10.1
|
10.2*
|
10.3*
|
10.4*
|
32.1*
|
101
|
The following financial information from our Quarterly Report on Form 10-Q for the
second
quarter of fiscal
2018
, filed with the Securities and Exchange Commission on
August 9, 2018
, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets at
June 30, 2018
,
December 30, 2017
and
July 1, 2017
, (ii) the Condensed Consolidated Statements of Income for the fiscal
three
and
six
months ended
June 30, 2018
and
July 1, 2017
, (iii) the Condensed Consolidated Statements of Comprehensive Income for the fiscal
three
and
six
months ended
June 30, 2018
and
July 1, 2017
, (iv) the Condensed Consolidated Statements of Cash Flows for the fiscal
six
months ended
June 30, 2018
and
July 1, 2017
, and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.
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TRACTOR SUPPLY COMPANY
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Date:
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August 9, 2018
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By:
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/s/ Kurt D. Barton
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Kurt D. Barton
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Senior Vice President - Chief Financial Officer and Treasurer
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(Duly Authorized Officer and Principal Financial Officer)
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Diluted EPS
|
Percentage of Diluted EPS Target Award
Performance Units Earned
|
|
200%
|
|
100%
|
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50%
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Total Revenue
|
Percentage of Total Revenue
Target Award
Performance Units Earned
|
|
200%
|
|
100%
|
|
50%
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1.
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I have reviewed this quarterly report on Form 10-Q of Tractor Supply Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(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
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(b)
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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.
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Date:
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August 9, 2018
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/s/ Gregory A. Sandfort
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Gregory A. Sandfort
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Tractor Supply Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(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;
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(c)
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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
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(d)
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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
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(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)
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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.
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Date:
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August 9, 2018
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/s/ Kurt D. Barton
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Kurt D. Barton
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Senior Vice President - Chief Financial Officer and Treasurer
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(1)
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The Report fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
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August 9, 2018
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