(X)
|
Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
|
( )
|
Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
|
Virginia
|
|
26-2018846
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
Yes (X)
|
No ( )
|
Yes (X)
|
No ( )
|
Large accelerated filer (X)
|
Accelerated filer ( )
|
Non accelerated filer ( )
|
Smaller reporting company ( )
|
Yes ( )
|
No (X)
|
|
|
Page
|
|
PART I - FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
Financial Statements:
|
|
|
|
|
|
Unaudited Condensed Consolidated Income Statements for the 13 weeks Ended April 30, 2016 and May 2, 2015
|
|
|
|
|
|
Unaudited Condensed Consolidated Statements of Comprehensive Income for the 13 weeks Ended April 30, 2016 and May 2, 2015
|
|
|
|
|
|
Unaudited Condensed Consolidated Balance Sheets as of April 30, 2016, January 30, 2016 and May 2, 2015
|
|
|
|
|
|
Unaudited Condensed Consolidated Statements of Cash Flows for the 13 weeks Ended April 30, 2016 and May 2, 2015
|
|
|
|
|
|
Notes to Unaudited Condensed Consolidated Financial Statements
|
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
|
|
Item 4.
|
Controls and Procedures
|
|
|
|
|
|
PART II - OTHER INFORMATION
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
|
|
|
|
Item 1A.
|
Risk Factors
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
|
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
|
|
Item 5.
|
Other Information
|
|
|
|
|
Item 6.
|
Exhibits
|
|
|
|
|
|
Signatures
|
|
|
13 Weeks Ended
|
||||||
|
|
April 30,
|
|
May 2,
|
||||
(in millions, except per share data)
|
|
2016
|
|
2015
|
||||
Net sales
|
|
$
|
5,085.8
|
|
|
$
|
2,176.7
|
|
Cost of sales
|
|
3,531.2
|
|
|
1,427.8
|
|
||
Gross profit
|
|
1,554.6
|
|
|
748.9
|
|
||
Selling, general and administrative expenses
|
|
1,135.9
|
|
|
516.1
|
|
||
Operating income
|
|
418.7
|
|
|
232.8
|
|
||
Interest expense, net
|
|
87.3
|
|
|
122.2
|
|
||
Other income, net
|
|
(0.2
|
)
|
|
(2.6
|
)
|
||
Income before income taxes
|
|
331.6
|
|
|
113.2
|
|
||
Income tax expense
|
|
98.9
|
|
|
43.7
|
|
||
Net income
|
|
$
|
232.7
|
|
|
$
|
69.5
|
|
Basic net income per share
|
|
$
|
0.99
|
|
|
$
|
0.34
|
|
Diluted net income per share
|
|
$
|
0.98
|
|
|
$
|
0.34
|
|
|
|
13 Weeks Ended
|
||||||
|
|
April 30,
|
|
May 2,
|
||||
(in millions)
|
|
2016
|
|
2015
|
||||
Net income
|
|
$
|
232.7
|
|
|
$
|
69.5
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
8.9
|
|
|
5.5
|
|
||
|
|
|
|
|
||||
Total comprehensive income
|
|
$
|
241.6
|
|
|
$
|
75.0
|
|
(in millions)
|
|
April 30, 2016
|
|
January 30, 2016
|
|
May 2, 2015
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
929.7
|
|
|
$
|
736.1
|
|
|
$
|
870.4
|
|
Restricted cash
|
|
—
|
|
|
—
|
|
|
7,244.1
|
|
|||
Short-term investments
|
|
4.0
|
|
|
4.0
|
|
|
—
|
|
|||
Merchandise inventories, net
|
|
2,929.5
|
|
|
2,885.5
|
|
|
1,093.5
|
|
|||
Current deferred tax assets, net
|
|
—
|
|
|
—
|
|
|
19.8
|
|
|||
Other current assets
|
|
308.9
|
|
|
310.3
|
|
|
107.8
|
|
|||
Total current assets
|
|
4,172.1
|
|
|
3,935.9
|
|
|
9,335.6
|
|
|||
Property, plant and equipment, net of accumulated depreciation
|
|
|
|
|
|
|
||||||
of $2,306.4, $2,172.0 and $1,808.5, respectively
|
|
3,153.2
|
|
|
3,125.5
|
|
|
1,226.0
|
|
|||
Assets available for sale
|
|
11.7
|
|
|
12.1
|
|
|
—
|
|
|||
Goodwill
|
|
5,024.9
|
|
|
5,021.7
|
|
|
166.1
|
|
|||
Deferred tax assets, net
|
|
—
|
|
|
—
|
|
|
38.6
|
|
|||
Favorable lease rights, net
|
|
543.9
|
|
|
569.4
|
|
|
0.2
|
|
|||
Tradename intangible asset
|
|
3,100.0
|
|
|
3,100.0
|
|
|
—
|
|
|||
Other intangible assets, net
|
|
5.6
|
|
|
5.8
|
|
|
1.1
|
|
|||
Other assets
|
|
49.5
|
|
|
130.8
|
|
|
101.6
|
|
|||
Total assets
|
|
$
|
16,060.9
|
|
|
$
|
15,901.2
|
|
|
$
|
10,869.2
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Current portion of long-term debt
|
|
$
|
120.5
|
|
|
$
|
108.0
|
|
|
$
|
—
|
|
Accounts payable
|
|
1,260.3
|
|
|
1,251.9
|
|
|
515.6
|
|
|||
Other current liabilities
|
|
622.1
|
|
|
722.6
|
|
|
474.3
|
|
|||
Income taxes payable
|
|
46.2
|
|
|
12.9
|
|
|
25.3
|
|
|||
Total current liabilities
|
|
2,049.1
|
|
|
2,095.4
|
|
|
1,015.2
|
|
|||
Long-term debt, net, excluding current portion
|
|
7,209.8
|
|
|
7,238.4
|
|
|
7,819.7
|
|
|||
Unfavorable lease rights, net
|
|
142.9
|
|
|
149.3
|
|
|
—
|
|
|||
Deferred tax liabilities, net
|
|
1,566.2
|
|
|
1,586.6
|
|
|
—
|
|
|||
Income taxes payable, long-term
|
|
71.1
|
|
|
71.4
|
|
|
6.1
|
|
|||
Other liabilities
|
|
352.2
|
|
|
353.2
|
|
|
157.4
|
|
|||
Total liabilities
|
|
11,391.3
|
|
|
11,494.3
|
|
|
8,998.4
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
||||||
Shareholders' equity
|
|
4,669.6
|
|
|
4,406.9
|
|
|
1,870.8
|
|
|||
Total liabilities and shareholders' equity
|
|
$
|
16,060.9
|
|
|
$
|
15,901.2
|
|
|
$
|
10,869.2
|
|
|
|
|
|
|
|
|
||||||
Common shares outstanding
|
|
235.6
|
|
|
235.0
|
|
|
206.2
|
|
|
|
13 Weeks Ended
|
||||||
|
|
April 30,
|
|
May 2,
|
||||
(in millions)
|
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
232.7
|
|
|
$
|
69.5
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
162.3
|
|
|
52.8
|
|
||
Provision for deferred taxes
|
|
(20.4
|
)
|
|
1.2
|
|
||
Amortization of debt discount and debt-issuance costs
|
|
4.7
|
|
|
2.6
|
|
||
Other non-cash adjustments to net income
|
|
27.7
|
|
|
22.2
|
|
||
Changes in operating assets and liabilities
|
|
(96.0
|
)
|
|
2.1
|
|
||
Net cash provided by operating activities
|
|
311.0
|
|
|
150.4
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(175.9
|
)
|
|
(66.9
|
)
|
||
Increase in restricted cash
|
|
—
|
|
|
(7,244.1
|
)
|
||
Purchase of restricted investments
|
|
(36.1
|
)
|
|
—
|
|
||
Proceeds from sale of restricted investments
|
|
118.1
|
|
|
—
|
|
||
Proceeds from fixed asset disposition
|
|
1.1
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(92.8
|
)
|
|
(7,311.0
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Principal payments for long-term debt
|
|
(20.8
|
)
|
|
—
|
|
||
Proceeds from long-term debt
|
|
—
|
|
|
7,180.2
|
|
||
Debt-issuance costs
|
|
—
|
|
|
(5.2
|
)
|
||
Proceeds from stock issued pursuant to stock-based compensation plans
|
|
14.4
|
|
|
2.6
|
|
||
Cash paid for taxes on exercises/vesting of stock-based compensation
|
|
(18.4
|
)
|
|
(20.6
|
)
|
||
Tax benefit of exercises/vesting of stock-based compensation
|
|
—
|
|
|
9.6
|
|
||
Net cash provided by (used in) financing activities
|
|
(24.8
|
)
|
|
7,166.6
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
0.2
|
|
|
0.3
|
|
||
Net increase in cash and cash equivalents
|
|
193.6
|
|
|
6.3
|
|
||
Cash and cash equivalents at beginning of period
|
|
736.1
|
|
|
864.1
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
929.7
|
|
|
$
|
870.4
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||
Cash paid for:
|
|
|
|
|
|
|
||
Interest, net of amounts capitalized
|
|
$
|
131.8
|
|
|
$
|
14.6
|
|
Income taxes
|
|
$
|
85.5
|
|
|
$
|
50.5
|
|
Non-cash transactions:
|
|
|
|
|
||||
Accrued capital expenditures
|
|
$
|
73.0
|
|
|
$
|
19.6
|
|
|
|
Pro Forma - Unaudited
|
||
|
|
13 Weeks Ended
|
||
(in millions, except per share data)
|
|
May 2, 2015
|
||
Net sales
|
|
$
|
4,926.5
|
|
Net income
|
|
$
|
152.2
|
|
Basic net income per share
|
|
$
|
0.65
|
|
Diluted net income per share
|
|
$
|
0.65
|
|
(in millions)
|
|
April 30,
2016 |
|
January 30,
2016 |
|
May 2,
2015 |
||||||
Level 1
|
|
|
|
|
|
|
||||||
Restricted cash
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,244.1
|
|
Restricted investments
|
|
—
|
|
|
82.0
|
|
|
90.9
|
|
|||
Short-term investments
|
|
4.0
|
|
|
4.0
|
|
|
—
|
|
|||
Long-term debt - secured senior notes and Acquisition Notes
|
|
3,759.6
|
|
|
3,754.6
|
|
|
3,250.0
|
|
|||
Level 2
|
|
|
|
|
|
|
||||||
Diesel fuel swap liabilities
|
|
—
|
|
|
0.8
|
|
|
3.2
|
|
|||
Long-term debt - term loans
|
|
3,890.3
|
|
|
3,886.1
|
|
|
3,950.0
|
|
|||
Level 3
|
|
|
|
|
|
|
||||||
Long-term debt - senior notes
|
|
—
|
|
|
—
|
|
|
722.3
|
|
|
|
13 Weeks Ended
|
||||||
|
|
April 30,
|
|
May 2,
|
||||
(in millions, except per share data)
|
|
2016
|
|
2015
|
||||
Basic net income per share:
|
|
|
|
|
||||
Net income
|
|
$
|
232.7
|
|
|
$
|
69.5
|
|
Weighted average number of shares outstanding
|
|
235.3
|
|
|
206.2
|
|
||
Basic net income per share
|
|
$
|
0.99
|
|
|
$
|
0.34
|
|
Diluted net income per share:
|
|
|
|
|
||||
Net income
|
|
$
|
232.7
|
|
|
$
|
69.5
|
|
Weighted average number of shares outstanding
|
|
235.3
|
|
|
206.2
|
|
||
Dilutive effect of stock options and restricted stock (as determined by applying the treasury stock method)
|
|
1.1
|
|
|
0.9
|
|
||
Weighted average number of shares and
dilutive potential shares outstanding
|
|
236.4
|
|
|
207.1
|
|
||
Diluted net income per share
|
|
$
|
0.98
|
|
|
$
|
0.34
|
|
|
|
13 Weeks Ended
|
||||||
|
|
April 30,
|
|
May 2,
|
||||
(in millions)
|
|
2016
|
|
2015
|
||||
Gross profit:
|
|
|
|
|
||||
Dollar Tree
|
|
$
|
820.8
|
|
|
$
|
748.9
|
|
Family Dollar
|
|
733.8
|
|
|
—
|
|
||
Total gross profit
|
|
$
|
1,554.6
|
|
|
$
|
748.9
|
|
|
|
13 Weeks Ended
|
||||||
|
|
April 30,
|
|
May 2,
|
||||
(in millions)
|
|
2016
|
|
2015
|
||||
Depreciation and amortization expense:
|
|
|
|
|
||||
Dollar Tree
|
|
$
|
57.5
|
|
|
$
|
52.8
|
|
Family Dollar
|
|
104.9
|
|
|
—
|
|
||
Total depreciation and amortization expense
|
|
$
|
162.4
|
|
|
$
|
52.8
|
|
|
|
13 Weeks Ended
|
||||||
|
|
April 30,
|
|
May 2,
|
||||
(in millions)
|
|
2016
|
|
2015
|
||||
Operating income:
|
|
|
|
|
||||
Dollar Tree
|
|
$
|
280.7
|
|
|
$
|
232.8
|
|
Family Dollar
|
|
138.0
|
|
|
—
|
|
||
Total operating income
|
|
$
|
418.7
|
|
|
$
|
232.8
|
|
|
|
As of
|
||||||||||
|
|
April 30,
|
|
January 30,
|
|
May 2,
|
||||||
(in millions)
|
|
2016
|
|
2016
|
|
2015
|
||||||
Total assets:
|
|
|
|
|
|
|
||||||
Dollar Tree
|
|
$
|
3,612.3
|
|
|
$
|
3,472.0
|
|
|
$
|
10,869.2
|
|
Family Dollar
|
|
12,448.6
|
|
|
12,429.2
|
|
|
—
|
|
|||
Total assets
|
|
$
|
16,060.9
|
|
|
$
|
15,901.2
|
|
|
$
|
10,869.2
|
|
|
|
As of
|
||||||||||
|
|
April 30,
|
|
January 30,
|
|
May 2,
|
||||||
(in millions)
|
|
2016
|
|
2016
|
|
2015
|
||||||
Total goodwill:
|
|
|
|
|
|
|
||||||
Dollar Tree
|
|
$
|
286.9
|
|
|
$
|
283.6
|
|
|
$
|
166.1
|
|
Family Dollar
|
|
4,738.0
|
|
|
4,738.1
|
|
|
—
|
|
|||
Total goodwill
|
|
$
|
5,024.9
|
|
|
$
|
5,021.7
|
|
|
$
|
166.1
|
|
|
|
13 Weeks ended April 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidation
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
5,033.4
|
|
|
$
|
184.8
|
|
|
$
|
(132.4
|
)
|
|
$
|
5,085.8
|
|
Cost of sales
|
|
—
|
|
|
3,489.8
|
|
|
160.6
|
|
|
(119.2
|
)
|
|
3,531.2
|
|
|||||
Gross profit
|
|
—
|
|
|
1,543.6
|
|
|
24.2
|
|
|
(13.2
|
)
|
|
1,554.6
|
|
|||||
Selling, general and administrative expenses
|
|
2.0
|
|
|
1,138.0
|
|
|
14.6
|
|
|
(18.7
|
)
|
|
1,135.9
|
|
|||||
Operating (loss) income
|
|
(2.0
|
)
|
|
405.6
|
|
|
9.6
|
|
|
5.5
|
|
|
418.7
|
|
|||||
Interest expense, net
|
|
72.9
|
|
|
16.3
|
|
|
(1.9
|
)
|
|
—
|
|
|
87.3
|
|
|||||
Other (income) expense, net
|
|
(5.7
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
5.9
|
|
|
(0.2
|
)
|
|||||
Income (loss) before income taxes
|
|
(69.2
|
)
|
|
389.6
|
|
|
11.6
|
|
|
(0.4
|
)
|
|
331.6
|
|
|||||
Provision for income taxes
|
|
(33.7
|
)
|
|
129.2
|
|
|
3.5
|
|
|
(0.1
|
)
|
|
98.9
|
|
|||||
Equity in earnings of subsidiaries
|
|
(268.5
|
)
|
|
(6.9
|
)
|
|
—
|
|
|
275.4
|
|
|
—
|
|
|||||
Net income
|
|
233.0
|
|
|
267.3
|
|
|
8.1
|
|
|
(275.7
|
)
|
|
232.7
|
|
|||||
Other comprehensive income
|
|
8.9
|
|
|
2.7
|
|
|
8.9
|
|
|
(11.6
|
)
|
|
8.9
|
|
|||||
Comprehensive income
|
|
$
|
241.9
|
|
|
$
|
270.0
|
|
|
$
|
17.0
|
|
|
$
|
(287.3
|
)
|
|
$
|
241.6
|
|
|
|
13 Weeks ended May 2, 2015
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidation
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
2,134.5
|
|
|
$
|
42.4
|
|
|
$
|
(0.2
|
)
|
|
$
|
2,176.7
|
|
Cost of sales
|
|
—
|
|
|
1,392.2
|
|
|
35.8
|
|
|
(0.2
|
)
|
|
1,427.8
|
|
|||||
Gross profit
|
|
—
|
|
|
742.3
|
|
|
6.6
|
|
|
—
|
|
|
748.9
|
|
|||||
Selling, general and administrative expenses
|
|
12.0
|
|
|
490.2
|
|
|
13.9
|
|
|
—
|
|
|
516.1
|
|
|||||
Operating (loss) income
|
|
(12.0
|
)
|
|
252.1
|
|
|
(7.3
|
)
|
|
—
|
|
|
232.8
|
|
|||||
Interest expense, net
|
|
111.0
|
|
|
11.2
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
122.2
|
|
|||||
Other (income) expense, net
|
|
—
|
|
|
(3.1
|
)
|
|
0.4
|
|
|
0.1
|
|
|
(2.6
|
)
|
|||||
Income (loss) before income taxes
|
|
(123.0
|
)
|
|
244.0
|
|
|
(7.8
|
)
|
|
—
|
|
|
113.2
|
|
|||||
Provision for income taxes
|
|
(49.7
|
)
|
|
95.5
|
|
|
(2.1
|
)
|
|
—
|
|
|
43.7
|
|
|||||
Equity in earnings of subsidiaries
|
|
(142.8
|
)
|
|
—
|
|
|
—
|
|
|
142.8
|
|
|
—
|
|
|||||
Net income (loss)
|
|
69.5
|
|
|
148.5
|
|
|
(5.7
|
)
|
|
(142.8
|
)
|
|
69.5
|
|
|||||
Other comprehensive income
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|
(5.5
|
)
|
|
5.5
|
|
|||||
Comprehensive income
|
|
$
|
75.0
|
|
|
$
|
148.5
|
|
|
$
|
(0.2
|
)
|
|
$
|
(148.3
|
)
|
|
$
|
75.0
|
|
|
|
April 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
783.6
|
|
|
$
|
151.0
|
|
|
$
|
(4.9
|
)
|
|
$
|
929.7
|
|
Short-term investments
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||||
Merchandise inventories, net
|
|
—
|
|
|
2,872.0
|
|
|
49.9
|
|
|
7.6
|
|
|
2,929.5
|
|
|||||
Current deferred tax assets, net
|
|
—
|
|
|
—
|
|
|
8.1
|
|
|
(8.1
|
)
|
|
—
|
|
|||||
Due from intercompany, net
|
|
38.8
|
|
|
505.3
|
|
|
102.8
|
|
|
(646.9
|
)
|
|
—
|
|
|||||
Other current assets
|
|
0.4
|
|
|
313.2
|
|
|
—
|
|
|
(4.7
|
)
|
|
308.9
|
|
|||||
Total current assets
|
|
39.2
|
|
|
4,474.1
|
|
|
315.8
|
|
|
(657.0
|
)
|
|
4,172.1
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
3,114.9
|
|
|
38.3
|
|
|
—
|
|
|
3,153.2
|
|
|||||
Assets available for sale
|
|
—
|
|
|
11.7
|
|
|
—
|
|
|
—
|
|
|
11.7
|
|
|||||
Goodwill
|
|
—
|
|
|
4,993.1
|
|
|
31.8
|
|
|
—
|
|
|
5,024.9
|
|
|||||
Deferred tax assets, net
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|||||
Favorable lease rights, net
|
|
—
|
|
|
543.9
|
|
|
—
|
|
|
—
|
|
|
543.9
|
|
|||||
Tradename
|
|
—
|
|
|
3,100.0
|
|
|
—
|
|
|
—
|
|
|
3,100.0
|
|
|||||
Other intangible assets, net
|
|
—
|
|
|
5.4
|
|
|
0.2
|
|
|
—
|
|
|
5.6
|
|
|||||
Investment in subsidiaries
|
|
8,667.9
|
|
|
104.0
|
|
|
—
|
|
|
(8,771.9
|
)
|
|
—
|
|
|||||
Intercompany note receivable
|
|
1,526.4
|
|
|
—
|
|
|
188.8
|
|
|
(1,715.2
|
)
|
|
—
|
|
|||||
Due from intercompany, net
|
|
1,923.4
|
|
|
—
|
|
|
—
|
|
|
(1,923.4
|
)
|
|
—
|
|
|||||
Other assets
|
|
—
|
|
|
49.3
|
|
|
4.5
|
|
|
(4.3
|
)
|
|
49.5
|
|
|||||
Total assets
|
|
$
|
12,157.5
|
|
|
$
|
16,396.4
|
|
|
$
|
579.4
|
|
|
$
|
(13,072.4
|
)
|
|
$
|
16,060.9
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current portion of long-term debt
|
|
$
|
120.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120.5
|
|
Accounts payable
|
|
4.8
|
|
|
1,180.4
|
|
|
72.2
|
|
|
2.9
|
|
|
1,260.3
|
|
|||||
Due to intercompany, net
|
|
402.7
|
|
|
207.7
|
|
|
36.5
|
|
|
(646.9
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
34.6
|
|
|
387.9
|
|
|
204.7
|
|
|
(5.1
|
)
|
|
622.1
|
|
|||||
Income taxes payable
|
|
32.7
|
|
|
4.4
|
|
|
9.1
|
|
|
—
|
|
|
46.2
|
|
|||||
Total current liabilities
|
|
595.3
|
|
|
1,780.4
|
|
|
322.5
|
|
|
(649.1
|
)
|
|
2,049.1
|
|
|||||
Long-term debt, net, excluding current portion
|
|
6,892.6
|
|
|
317.2
|
|
|
—
|
|
|
—
|
|
|
7,209.8
|
|
|||||
Unfavorable lease rights, net
|
|
—
|
|
|
142.9
|
|
|
—
|
|
|
—
|
|
|
142.9
|
|
|||||
Deferred tax liabilities, net
|
|
—
|
|
|
1,574.8
|
|
|
—
|
|
|
(8.6
|
)
|
|
1,566.2
|
|
|||||
Income taxes payable, long-term
|
|
—
|
|
|
71.1
|
|
|
—
|
|
|
—
|
|
|
71.1
|
|
|||||
Due to intercompany, net
|
|
—
|
|
|
1,923.4
|
|
|
—
|
|
|
(1,923.4
|
)
|
|
—
|
|
|||||
Intercompany note payable
|
|
—
|
|
|
1,715.2
|
|
|
—
|
|
|
(1,715.2
|
)
|
|
—
|
|
|||||
Other liabilities
|
|
—
|
|
|
347.5
|
|
|
8.9
|
|
|
(4.2
|
)
|
|
352.2
|
|
|||||
Total liabilities
|
|
7,487.9
|
|
|
7,872.5
|
|
|
331.4
|
|
|
(4,300.5
|
)
|
|
11,391.3
|
|
|||||
Shareholders' equity
|
|
4,669.6
|
|
|
8,523.9
|
|
|
248.0
|
|
|
(8,771.9
|
)
|
|
4,669.6
|
|
|||||
Total liabilities and equity
|
|
$
|
12,157.5
|
|
|
$
|
16,396.4
|
|
|
$
|
579.4
|
|
|
$
|
(13,072.4
|
)
|
|
$
|
16,060.9
|
|
|
|
January 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
636.9
|
|
|
$
|
116.5
|
|
|
$
|
(17.3
|
)
|
|
$
|
736.1
|
|
Short-term investments
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||||
Merchandise inventories, net
|
|
—
|
|
|
2,850.0
|
|
|
51.4
|
|
|
(15.9
|
)
|
|
2,885.5
|
|
|||||
Due from intercompany, net
|
|
262.2
|
|
|
548.3
|
|
|
186.4
|
|
|
(996.9
|
)
|
|
—
|
|
|||||
Other current assets
|
|
1.0
|
|
|
308.7
|
|
|
0.6
|
|
|
—
|
|
|
310.3
|
|
|||||
Total current assets
|
|
263.2
|
|
|
4,343.9
|
|
|
358.9
|
|
|
(1,030.1
|
)
|
|
3,935.9
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
3,089.5
|
|
|
36.0
|
|
|
—
|
|
|
3,125.5
|
|
|||||
Assets available for sale
|
|
—
|
|
|
12.1
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
|||||
Goodwill
|
|
—
|
|
|
4,993.2
|
|
|
28.5
|
|
|
—
|
|
|
5,021.7
|
|
|||||
Deferred tax assets, net
|
|
0.5
|
|
|
—
|
|
|
9.6
|
|
|
(10.1
|
)
|
|
—
|
|
|||||
Favorable lease rights, net
|
|
—
|
|
|
569.4
|
|
|
—
|
|
|
—
|
|
|
569.4
|
|
|||||
Tradename
|
|
—
|
|
|
3,100.0
|
|
|
—
|
|
|
—
|
|
|
3,100.0
|
|
|||||
Other intangible assets, net
|
|
—
|
|
|
5.5
|
|
|
0.3
|
|
|
—
|
|
|
5.8
|
|
|||||
Investment in subsidiaries
|
|
8,403.9
|
|
|
74.4
|
|
|
—
|
|
|
(8,478.3
|
)
|
|
—
|
|
|||||
Intercompany note receivable
|
|
1,526.4
|
|
|
—
|
|
|
188.8
|
|
|
(1,715.2
|
)
|
|
—
|
|
|||||
Due from intercompany, net
|
|
1,930.3
|
|
|
—
|
|
|
—
|
|
|
(1,930.3
|
)
|
|
—
|
|
|||||
Other assets
|
|
—
|
|
|
130.6
|
|
|
4.6
|
|
|
(4.4
|
)
|
|
130.8
|
|
|||||
Total assets
|
|
$
|
12,124.3
|
|
|
$
|
16,318.6
|
|
|
$
|
626.7
|
|
|
$
|
(13,168.4
|
)
|
|
$
|
15,901.2
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current portion of long-term debt
|
|
$
|
108.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108.0
|
|
Accounts payable
|
|
17.5
|
|
|
1,136.3
|
|
|
131.2
|
|
|
(33.1
|
)
|
|
1,251.9
|
|
|||||
Due to intercompany, net
|
|
582.5
|
|
|
369.2
|
|
|
45.2
|
|
|
(996.9
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
84.9
|
|
|
433.5
|
|
|
204.2
|
|
|
—
|
|
|
722.6
|
|
|||||
Income taxes payable
|
|
3.8
|
|
|
1.9
|
|
|
7.2
|
|
|
—
|
|
|
12.9
|
|
|||||
Total current liabilities
|
|
796.7
|
|
|
1,940.9
|
|
|
387.8
|
|
|
(1,030.0
|
)
|
|
2,095.4
|
|
|||||
Long-term debt, net, excluding current portion
|
|
6,920.7
|
|
|
317.7
|
|
|
—
|
|
|
—
|
|
|
7,238.4
|
|
|||||
Unfavorable lease rights, net
|
|
—
|
|
|
149.3
|
|
|
—
|
|
|
—
|
|
|
149.3
|
|
|||||
Deferred tax liabilities, net
|
|
—
|
|
|
1,596.7
|
|
|
—
|
|
|
(10.1
|
)
|
|
1,586.6
|
|
|||||
Due to intercompany, net
|
|
—
|
|
|
1,930.3
|
|
|
—
|
|
|
(1,930.3
|
)
|
|
—
|
|
|||||
Intercompany note payable
|
|
—
|
|
|
1,715.2
|
|
|
—
|
|
|
(1,715.2
|
)
|
|
—
|
|
|||||
Other liabilities
|
|
—
|
|
|
421.0
|
|
|
8.0
|
|
|
(4.4
|
)
|
|
424.6
|
|
|||||
Total liabilities
|
|
7,717.4
|
|
|
8,071.1
|
|
|
395.8
|
|
|
(4,690.0
|
)
|
|
11,494.3
|
|
|||||
Shareholders' equity
|
|
4,406.9
|
|
|
8,247.5
|
|
|
230.9
|
|
|
(8,478.4
|
)
|
|
4,406.9
|
|
|||||
Total liabilities and equity
|
|
$
|
12,124.3
|
|
|
$
|
16,318.6
|
|
|
$
|
626.7
|
|
|
$
|
(13,168.4
|
)
|
|
$
|
15,901.2
|
|
|
|
May 2, 2015
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
56.9
|
|
|
$
|
809.8
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
870.4
|
|
Restricted cash
|
|
7,244.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,244.1
|
|
|||||
Merchandise inventories, net
|
|
—
|
|
|
1,056.1
|
|
|
37.4
|
|
|
—
|
|
|
1,093.5
|
|
|||||
Current deferred tax assets, net
|
|
4.1
|
|
|
15.6
|
|
|
0.1
|
|
|
—
|
|
|
19.8
|
|
|||||
Due from intercompany, net
|
|
134.8
|
|
|
7.2
|
|
|
—
|
|
|
(142.0
|
)
|
|
—
|
|
|||||
Intercompany note receivable
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|||||
Other current assets
|
|
0.4
|
|
|
103.3
|
|
|
5.2
|
|
|
(1.1
|
)
|
|
107.8
|
|
|||||
Total current assets
|
|
7,445.3
|
|
|
1,992.0
|
|
|
46.4
|
|
|
(148.1
|
)
|
|
9,335.6
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
1,182.6
|
|
|
43.4
|
|
|
—
|
|
|
1,226.0
|
|
|||||
Goodwill
|
|
—
|
|
|
133.3
|
|
|
32.8
|
|
|
—
|
|
|
166.1
|
|
|||||
Deferred tax assets, net
|
|
0.7
|
|
|
19.9
|
|
|
18.0
|
|
|
—
|
|
|
38.6
|
|
|||||
Favorable lease rights, net
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Other intangible assets, net
|
|
—
|
|
|
0.2
|
|
|
0.9
|
|
|
—
|
|
|
1.1
|
|
|||||
Investment in subsidiaries
|
|
1,362.8
|
|
|
—
|
|
|
—
|
|
|
(1,362.8
|
)
|
|
—
|
|
|||||
Intercompany note receivable
|
|
416.8
|
|
|
—
|
|
|
—
|
|
|
(416.8
|
)
|
|
—
|
|
|||||
Other assets
|
|
—
|
|
|
101.4
|
|
|
0.2
|
|
|
—
|
|
|
101.6
|
|
|||||
Total assets
|
|
$
|
9,225.6
|
|
|
$
|
3,429.6
|
|
|
$
|
141.7
|
|
|
$
|
(1,927.7
|
)
|
|
$
|
10,869.2
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Intercompany note payable, current
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
(5.0
|
)
|
|
$
|
—
|
|
Accounts payable
|
|
2.2
|
|
|
504.9
|
|
|
9.6
|
|
|
(1.1
|
)
|
|
515.6
|
|
|||||
Due to intercompany, net
|
|
7.2
|
|
|
134.8
|
|
|
—
|
|
|
(142.0
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
256.3
|
|
|
214.3
|
|
|
3.7
|
|
|
—
|
|
|
474.3
|
|
|||||
Income taxes payable
|
|
22.4
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
25.3
|
|
|||||
Total current liabilities
|
|
288.1
|
|
|
856.9
|
|
|
18.3
|
|
|
(148.1
|
)
|
|
1,015.2
|
|
|||||
Long-term debt, net, excluding current portion
|
|
7,066.7
|
|
|
753.0
|
|
|
—
|
|
|
—
|
|
|
7,819.7
|
|
|||||
Intercompany note payable
|
|
—
|
|
|
416.8
|
|
|
—
|
|
|
(416.8
|
)
|
|
—
|
|
|||||
Other liabilities
|
|
—
|
|
|
154.4
|
|
|
9.1
|
|
|
—
|
|
|
163.5
|
|
|||||
Total liabilities
|
|
7,354.8
|
|
|
2,181.1
|
|
|
27.4
|
|
|
(564.9
|
)
|
|
8,998.4
|
|
|||||
Shareholders' equity
|
|
1,870.8
|
|
|
1,248.5
|
|
|
114.3
|
|
|
(1,362.8
|
)
|
|
1,870.8
|
|
|||||
Total liabilities and equity
|
|
$
|
9,225.6
|
|
|
$
|
3,429.6
|
|
|
$
|
141.7
|
|
|
$
|
(1,927.7
|
)
|
|
$
|
10,869.2
|
|
|
|
13 Weeks ended April 30, 2016
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net cash provided by operating activities
|
|
$
|
24.8
|
|
|
$
|
238.9
|
|
|
$
|
34.9
|
|
|
$
|
12.4
|
|
|
$
|
311.0
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
(175.3
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(175.9
|
)
|
|||||
Purchase of restricted investments
|
|
—
|
|
|
(36.1
|
)
|
|
—
|
|
|
—
|
|
|
(36.1
|
)
|
|||||
Proceeds from sale of restricted investments
|
|
—
|
|
|
118.1
|
|
|
—
|
|
|
—
|
|
|
118.1
|
|
|||||
Other
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||||
Net cash used in investing activities
|
|
—
|
|
|
(92.2
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(92.8
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Principal payments for long-term debt
|
|
(20.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.8
|
)
|
|||||
Other
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|||||
Net cash used in financing activities
|
|
(24.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.8
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Net increase in cash and cash equivalents
|
|
—
|
|
|
146.7
|
|
|
34.5
|
|
|
12.4
|
|
|
193.6
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
636.9
|
|
|
116.5
|
|
|
(17.3
|
)
|
|
736.1
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
783.6
|
|
|
$
|
151.0
|
|
|
$
|
(4.9
|
)
|
|
$
|
929.7
|
|
|
|
13 Weeks ended May 2, 2015
|
||||||||||||||||||
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Consolidated
|
||||||||||
(in millions)
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Adjustments
|
|
Company
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(54.1
|
)
|
|
$
|
210.6
|
|
|
$
|
(6.1
|
)
|
|
$
|
—
|
|
|
$
|
150.4
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
(65.1
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
(66.9
|
)
|
|||||
Increase in restricted cash
|
|
(7,244.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,244.1
|
)
|
|||||
Net cash used in investing activities
|
|
(7,244.1
|
)
|
|
(65.1
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
(7,311.0
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from long-term debt, net of discount
|
|
7,180.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,180.2
|
|
|||||
Net intercompany note activity
|
|
(5.0
|
)
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|||||
Debt-issuance costs
|
|
(5.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
|||||
Cash paid for taxes on exercises/vesting of stock-based compensation
|
|
(20.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.6
|
)
|
|||||
Other
|
|
12.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|||||
Net cash provided by financing activities
|
|
7,161.6
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
7,166.6
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||
Net (decrease) increase in cash and cash equivalents
|
|
(136.6
|
)
|
|
145.5
|
|
|
(2.6
|
)
|
|
—
|
|
|
6.3
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
193.5
|
|
|
664.3
|
|
|
6.3
|
|
|
—
|
|
|
864.1
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
56.9
|
|
|
$
|
809.8
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
870.4
|
|
•
|
Family Dollar integration plans and expenses;
|
•
|
the benefits, results and effects of the Family Dollar acquisition and integration and the combined company’s plans, objectives, expectations (financial or otherwise), including synergies, the cost to achieve synergies, and the effect on earnings per share;
|
•
|
the ability to retain key personnel at Family Dollar and Dollar Tree;
|
•
|
our anticipated sales, including comparable store net sales, net sales growth and earnings growth;
|
•
|
the outcome and costs of pending or potential litigation or governmental investigations;
|
•
|
our growth plans, including our plans to add, rebanner, expand or relocate stores, our anticipated square footage increase, and our ability to renew leases at existing store locations;
|
•
|
the average size of our stores and their performance compared with other store sizes;
|
•
|
the effect on merchandise mix of consumables and the increase in the number of our stores with freezers and coolers on Dollar Tree's gross profit margin and sales;
|
•
|
the net sales per square foot, net sales and operating income of our stores;
|
•
|
the potential effect of inflation and other economic changes on our costs and profitability, including the potential effect of future changes in minimum wage rates, shipping rates, domestic and import freight costs, fuel costs and wage and benefit costs;
|
•
|
our gross profit margin, earnings, inventory levels and ability to leverage selling, general and administrative and other fixed costs;
|
•
|
our seasonal sales patterns including those relating to the length of the holiday selling seasons;
|
•
|
the capabilities of our inventory supply chain technology and other systems;
|
•
|
the reliability of, and cost associated with, our sources of supply, particularly imported goods such as those sourced from China;
|
•
|
the capacity, performance and cost of our distribution centers;
|
•
|
our cash needs, including our ability to fund our future capital expenditures and working capital requirements;
|
•
|
our expectations regarding competition and growth in our retail sector;
|
•
|
management's estimates associated with our critical accounting policies, including inventory valuation, accrued expenses, the Family Dollar purchase price allocation and income taxes;
|
•
|
the potential effect of future law changes, including qualification for exempt status under the Fair Labor Standards Act; and
|
•
|
costs expected to be incurred in 2016 for rebannering Deals stores.
|
•
|
Our profitability is vulnerable to cost increases.
|
•
|
Integrating Family Dollar's operations with ours may be more difficult, costly or time consuming than expected and the anticipated benefits, synergies and cost savings of the Acquisition may not be realized.
|
•
|
A downturn in economic conditions could impact our sales.
|
•
|
A significant disruption in our computer and technology systems could adversely affect our results of operation or business.
|
•
|
If we are unable to secure our customers' credit card and confidential information, or other private data relating to our associates, suppliers or our business, we could be subject to negative publicity, costly government enforcement actions or private litigation, which could damage our business reputation and adversely affect our results of operation or business.
|
•
|
Our growth is dependent on our ability to increase sales in existing stores and to expand our square footage profitably.
|
•
|
Risks associated with our domestic and foreign suppliers from whom our products are sourced could affect our financial performance.
|
•
|
We could encounter disruptions in our distribution network or additional costs in distributing merchandise.
|
•
|
Our profitability is affected by the mix of products we sell.
|
•
|
Pressure from competitors may reduce our sales and profits.
|
•
|
Litigation may adversely affect our business, financial condition and results of operations.
|
•
|
Changes in federal, state or local law, or our failure to comply with such laws, could increase our expenses and expose us to legal risks.
|
•
|
Our business could be adversely affected if we fail to attract and retain qualified associates and key personnel.
|
•
|
Certain provisions in our Articles of Incorporation and Bylaws could delay or discourage a change of control transaction that may be in a shareholder's best interest.
|
•
|
Our substantial indebtedness could adversely affect our financial condition, limit our ability to obtain additional financing, restrict our operations and make us more vulnerable to economic downturns and competitive pressures.
|
•
|
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
|
•
|
The terms of the agreements governing our indebtedness may restrict our current and future operations, particularly our ability to respond to changes or to pursue our business strategies, and could adversely affect our capital resources, financial condition and liquidity.
|
•
|
Our variable-rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly.
|
|
13 Weeks Ended
|
||||||||||||||||
|
April 30, 2016
|
|
May 2, 2015
|
||||||||||||||
|
Dollar Tree
|
|
Family Dollar
|
|
Total
|
|
Dollar Tree
|
|
Family Dollar
|
|
Total
|
||||||
Store Count:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning
|
5,954
|
|
|
7,897
|
|
|
13,851
|
|
|
5,367
|
|
|
—
|
|
|
5,367
|
|
New stores
|
112
|
|
|
59
|
|
|
171
|
|
|
93
|
|
|
—
|
|
|
93
|
|
Rebannered stores
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Closings
|
(11
|
)
|
|
(8
|
)
|
|
(19
|
)
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Ending
|
6,049
|
|
|
7,948
|
|
|
13,997
|
|
|
5,454
|
|
|
—
|
|
|
5,454
|
|
Relocations
|
25
|
|
|
41
|
|
|
66
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling Square Feet (in millions):
|
|
|
|
|
|
|
|
|
|
|
|||||||
Beginning
|
51.3
|
|
|
57.1
|
|
|
108.4
|
|
|
46.5
|
|
|
—
|
|
|
46.5
|
|
New stores
|
0.9
|
|
|
0.4
|
|
|
1.3
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
Rebannered stores
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Closings
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
Relocations
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Ending
|
52.1
|
|
|
57.5
|
|
|
109.6
|
|
|
47.2
|
|
|
—
|
|
|
47.2
|
|
|
|
13 Weeks Ended
|
||||||||||||
|
|
April 30, 2016
|
|
May 2, 2015
|
||||||||||
(in millions)
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
||||||
Net sales
|
|
$
|
2,384.5
|
|
|
|
|
$
|
2,176.7
|
|
|
|
||
Gross profit
|
|
820.8
|
|
|
34.4
|
%
|
|
748.9
|
|
|
34.4
|
%
|
||
Operating income
|
|
280.7
|
|
|
11.8
|
%
|
|
232.8
|
|
|
10.7
|
%
|
•
|
lower merchandise cost due to favorable freight costs;
|
•
|
higher shrink as a result of unfavorable physical inventory results;
|
•
|
higher distribution and occupancy costs as a percentage of net sales; and
|
•
|
a $2.0 million unfavorable adjustment to beginning inventory in the 13 weeks ended May 2, 2015 reflecting a change in the inventory accounting method for our Canadian operations to conform Canada's policy with our US policy.
|
•
|
payroll costs decreased 40 basis points due to lower incentive compensation, health insurance costs and profit sharing expense; and
|
•
|
store operating costs decreased 10 basis points due to lower electric and gas expense.
|
|
|
13 Weeks Ended
|
||||||
|
|
April 30,
|
|
May 2,
|
||||
(in millions)
|
|
2016
|
|
2015
|
||||
Net cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
311.0
|
|
|
$
|
150.4
|
|
Investing activities
|
|
(92.8
|
)
|
|
(7,311.0
|
)
|
||
Financing activities
|
|
(24.8
|
)
|
|
7,166.6
|
|
•
|
product safety matters, which may include product recalls in cooperation with the Consumer Products Safety Commission or other jurisdictions;
|
3.1
|
Articles of Incorporation of Dollar Tree, Inc. (as amended, effective June 20, 2013) (Exhibit 3.1 to the Company's June 20, 2013 Current Report on Form 8-K, incorporated herein by this reference)
|
|
|
3.2
|
Bylaws of Dollar Tree, Inc., as amended (Exhibit 3.1 to the Company's July 6, 2015 Current Report on Form 8-K, incorporated herein by this reference)
|
|
|
10.1
|
Dollar Tree, Inc. 2015 Employee Stock Purchase Plan, effective September 1, 2015 (Exhibit 4.0 to the Company's October 28, 2015 Registration Statement on Form S-8, incorporated herein by this reference)
|
|
|
10.2
|
Restricted Stock Unit Agreement dated March 18, 2016 between the Company and Gary Philbin, President of the combined enterprise, Dollar Tree, Inc., and the President and Chief Operating Officer of Family Dollar Stores, Inc. (Exhibit 10.1 to the Company's March 18, 2016 current report on Form 8-K, incorporated herein by this reference)*
|
|
|
10.3
|
Retention Agreement dated March 15, 2016 between the Company and Gary Maxwell, Chief Supply Chain Officer (filed herewith)*
|
|
|
10.4
|
Change in Retention Agreement dated April 19, 2016 between the Company and Howard R. Levine (filed herewith)*
|
|
|
31.1
|
Certification required under Section 302 of the Sarbanes-Oxley Act of Chief Executive Officer
|
|
|
31.2
|
Certification required under Section 302 of the Sarbanes-Oxley Act of Chief Financial Officer
|
|
|
32.1
|
Certification required under Section 906 of the Sarbanes-Oxley Act of Chief Executive Officer
|
|
|
32.2
|
Certification required under Section 906 of the Sarbanes-Oxley Act of Chief Financial Officer
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
* Management Contract or compensatory plan or arrangement
|
|
|
|
DOLLAR TREE, INC.
|
|
|
|
|
DATE:
|
June 9, 2016
|
By:
|
/s/ Kevin S. Wampler
|
|
|
Kevin S. Wampler
|
|
|
|
Chief Financial Officer
|
|
|
|
(principal financial and accounting officer)
|
(i)
|
Within 5 days of the date of such Involuntary Termination, the Company will pay you in a cash lump sum: (1) the full amount of any earned but unpaid base salary through the Date of Termination at the rate in effect at the time such base salary was earned by you; plus (2) the amount, if any, of any earned but unpaid cash bonus for the annual performance year ended immediately prior to the Date of Termination; plus (3) the amount of your accrued and unused vacation time as of the Date of Termination (calculated in accordance with the Company’s vacation policy for executives, as in effect on the Date of Termination or, if more favorable to you, as in effect at any time within the two-year period ending on the Date of Termination).
|
(ii)
|
The Company will also pay you within 5 days of the Date of Termination a
pro rata
annual bonus for the year in which your Involuntary Termination occurs, equal to the product of A multiplied by B, where “ A ” is the number of days in the performance year up to and including the Date of Termination during which you were employed by the Company divided by the number of days in such calendar year; and where “ B ” is your Reference Bonus.
|
(iii)
|
In addition, subject to the last sentence of this Section 2(a)(iii), the Company will pay you an amount (the “ Severance Payment ”) equal to the product of C multiplied by D, where “ C ” is the Multiplier and where “ D ” is the sum of your Reference Salary plus your Reference Bonus. The Severance Payment shall be paid to you in substantially equal payroll installments (payable no less frequently than monthly) over the twelve-month period commencing immediately following your Date of Termination.
|
(i)
|
In the event of your Involuntary Termination during the Term, then all Service-Based Conditions (as defined below) contained in all equity awards such as outstanding options, shares of restricted stock and restricted stock units granted to you prior to the Change in Control Date under the Long Term Plans which are outstanding as of your Date of Termination (“Outstanding Awards”) shall be deemed to have been satisfied on the Date of Termination. For purposes of this Agreement, "Service-Based Conditions" shall mean any conditions for exercise, settlement or payment contained in an award under the Long Term Plans that require that you continue to be employed by the Company through a stated date.
|
(ii)
|
Notwithstanding anything in this Agreement or any award under the Long Term Plans to the contrary, you agree with the Company that all such awards shall be subject to the provisions of Section 3.
|
(i)
|
your felony conviction, whether following trial or by plea of guilty or
nolo contendere
(or similar plea);
|
(ii)
|
your engaging in any fraudulent or dishonest conduct with respect to the performance of your duties with the Companies;
|
(iii)
|
your engaging in any intentional act that is injurious in a material respect to the Companies;
|
(iv)
|
your engaging in any other act of moral turpitude;
|
(v)
|
your willful disclosure of material trade secrets or other material confidential information related to the business of the Companies;
|
(vi)
|
your willful and continued failure substantially to perform your duties with the Companies (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure resulting from a resignation by you for Good Reason) after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, and which performance is not substantially corrected by you within thirty days of receipt of such demand. For purposes of this clause (v), no act or failure to act on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company.
|
(i)
|
any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity or person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities entitled to vote in the election of directors of the Company;
|
(ii)
|
during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constituted the Board and any new directors, whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least three-fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the “ Incumbent Directors ”), cease for any reason to constitute a majority thereof;
|
(iii)
|
there occurs a Transaction with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own more than 50% of the combined voting power of the Company or other corporation resulting from such Transaction; or
|
(iv)
|
all or substantially all of the assets of the Company are sold, liquidated or distributed.
|
(i)
|
Your ceasing to hold the position of Chief Supply Chain Officer of the Company (or the surviving entity resulting from the merger or consolidation, through one or more related transactions, of the Company with another entity);
|
(ii)
|
A material, adverse change in your duties and responsibilities with the Company from those in effect prior to the Change in Control Date.
|
(iii)
|
A reduction that is more than immaterial in your annual base salary as in effect immediately prior to the Change in Control Date or as the same may be increased from time to time thereafter;
|
(iv)
|
A reduction that is more than immaterial in your target annual bonus (expressed as a percentage of base salary) below the target in effect for you prior to the Change in Control Date;
|
(v)
|
The relocation of the office of the Company where you are primarily employed to a location which is more than 50 miles from the place where you are primarily employed by the Company immediately prior to the Change in Control Date;
|
(vi)
|
The failure of the Company to obtain an agreement reasonably satisfactory to you from any successor to assume and agree to perform this Agreement or, if the business for which your services are principally performed is sold at any time after a Change in Control, the failure of the Company to obtain such an agreement from the purchaser of such business;
|
(vii)
|
Any termination (or purported termination) of your employment which is not effected pursuant to the terms of this Agreement; or
|
(viii)
|
Any material breach by the Company of this Agreement.
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Bob Sasser
|
|
Bob Sasser
|
|
Chief Executive Officer
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Kevin S. Wampler
|
|
Kevin S. Wampler
|
|
Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
June 9, 2016
|
/s/ Bob Sasser
|
Date
|
Bob Sasser
|
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
June 9, 2016
|
/s/ Kevin S. Wampler
|
Date
|
Kevin S. Wampler
|
|
Chief Financial Officer
|