Dollar Tree 2013 Annual Report Download

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The One for all.
2013 Annual Report & Form 10-K

Table of contents

  • Page 1
    The One for all. 2013 Annual Report & Form 10-K

  • Page 2
    ..., supported by a coastto-coast logistics network and more than 87,000 associates. A Fortune 500 Company, Dollar Tree has served North America for more than twenty-seven years. The Company is headquartered in Chesapeake, Virginia. Dollar Tree continues to grow and is reaching new customers via...

  • Page 3
    ... net income per share increase Balance Sheet Data as of Fiscal Year End: Cash and cash equivalents and short-term investments Working capital Total assets Total debt, including capital lease obligations Shareholders' equity Selected Operating Data: Number of stores open at end of period Gross square...

  • Page 4
    ... the Company achieved 31.3% return on invested capital.  X And, we ended fiscal 2013 with more than 87,000 associates, an increase of more than 41,000 jobs in five years. In addition, during 2013:  X Dollar Tree opened 343 new stores, expanded or relocated 71 stores, increased selling square...

  • Page 5
    ..., Financial Planning, Merchandising and Field organization, concentrating on improved site-selection, right-sizing the stores, expanding our assortments, improved staffing and building the bench of qualified store management. Customers are seeing elements of this strategy in new and existing stores...

  • Page 6
    ... email subscribers as of year-end 2013. Dollar Tree Direct is gaining customers every quarter and we expect to see sustainable growth in our on-line business. Corporate Governance and Shareholder Value Dollar Tree has a long-standing commitment to responsible corporate governance and to building...

  • Page 7
    ... of the collaborative e orts of tens of thousands of Dollar Tree associates working together to deliver value to every customer, at every store, every day. " " Net Sales ($ in Billions) $7.8 Chief Executive Officer $5.2 $4.2 $3.4 $2.8 $2.0 $6.6 '01 '03 '05 '07 '09 '11 '13 2013 Annual Report 5

  • Page 8
    ... All Seasons and All Reasons...X X X Balanced assortments Surprising value Fast, Fun and Friendly shopping experience X X X For Every Customer At Every Store Every Day A Winning Combination Things you want - Things you need Variety and Seasonal Consumer Basics 50.6% 49.4% 6 Dollar Tree, Inc.

  • Page 9
    2013 Annual Report 7

  • Page 10
    ... Reaching New Customers  X Deals X X X  X  X  Expanding our brand through innovative marketing channels Connecting with Customers in the digital age Added shopping convenience and Free shipping with in-store pick-up! Incremental sales, leveraging existing infrastructure 8 Dollar Tree...

  • Page 11
    2013 Annual Report 9

  • Page 12
    ...,000 Square Feet Nevada Utah California Wyoming Colorado Arizona New Mexico San Bernardino, California Opened April 2010 802,000 Square Feet Joliet, Illinois Opened June 2004 ...With Room to Grow! 1,200,000 Square Feet 5 10 17 22 10 Dollar Tree, Inc. States with more than 200 stores States...

  • Page 13
    ... Opened June 2013 Nova a Scotia North Dakota Minnesota South Dakota Wisconsin New York Michigan VT NH Maine 1,001,000 Square Feet MA RI CT C Nebraska Iowa Ohio Illinois Indiana West Virginia Kansas Missouri Kentucky North Carolina Oklahoma Arkansas Alabama Texas Mississippi Louisiana Florida...

  • Page 14
    .... They average $1.6 million in annual sales, and help drive customer traffic to new and existing shopping centers with nearly 200,000 customer visits each year. We generate millions of dollars in sales tax revenue across the country each year. Dollar Tree is committed to good Corporate citizenship...

  • Page 15

  • Page 16
    THIS PAGE INTENTIONALLY BLANK

  • Page 17
    ... No.0-25464 DOLLAR TREE, INC. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 26-2018846 (I.R.S. Employer Identification No.) 500 Volvo Parkway, Chesapeake, VA 23320 (Address of principal executive offices) Registrant...

  • Page 18
    ... check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ( ) No (X) The aggregate market value of Common Stock held by non-affiliates of the Registrant on August 2, 2013, was $11,637,937,009, based on a $54.13 average of the high and low sales prices...

  • Page 19
    DOLLAR TREE, INC. TABLE OF CONTENTS Page PART I Item 1. BUSINESS 5 8 12 12 13 14 PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES SELECTED FINANCIAL DATA MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ...

  • Page 20
    ... 2013", "2012" or "fiscal 2012", and "2011" or "fiscal 2011", relate to as of or for the years ended January 31, 2015, February 1, 2014, February 2, 2013 and January 28, 2012, respectively. AVAILABLE INFORMATION Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form...

  • Page 21
    ... new stores and the acquisition of Dollar Giant. Business Strategy Value Merchandise Offering. We strive to exceed our customers' expectations of the variety and quality of products that they can purchase for $1.00 by offering items that we believe typically sell for higher prices elsewhere. We buy...

  • Page 22
    ... product cost. No vendor accounted for more than 10% of total merchandise purchased in any of the past five years. Our supply chain systems continue to provide us with valuable sales information to assist our buyers and improve merchandise allocation to our stores. Controlling our inventory...

  • Page 23
    ... statistics are reported based on selling square footage because our management believes the use of selling square footage yields a more accurate measure of store productivity. Average Selling Square Footage Per New Store Opened 7,950 8,400 8,360 8,060 8,020 Year 2009 2010 2011 2012 2013 Number...

  • Page 24
    ... our comparable store sales growth rate, earnings and earnings per share or new store openings, could cause the market price of our stock to decline. You should carefully consider the specific risk factors listed below together with all other information included or incorporated in this report. Any...

  • Page 25
    ... 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...

  • Page 26
    ... effect. Easter was observed on April 8, 2012, March 31, 2013, and will be observed on April 20, 2014. Expanding our square footage profitably depends on a number of uncertainties, including our ability to locate, lease, build out and open or expand stores in suitable locations on a timely basis...

  • Page 27
    ... our associates, executives and key personnel. Various factors, including overall labor availability, wage rates, regulatory or legislative impacts, and benefit costs could impact the ability to attract and retain qualified associates at our stores, distribution centers and corporate office. Failure...

  • Page 28
    ... a new 1.0 million square foot distribution center in Windsor, Connecticut which began shipping merchandise in June 2013. In addition, we expanded our Marietta, Oklahoma distribution center by 0.4 million square feet and leased an additional 0.4 million square feet at our San Bernardino, California...

  • Page 29
    ... Support Center Our Store Support Center is located in an approximately 190,000 square foot building which we own in Chesapeake, Virginia. For more information on financing of our distribution centers, see Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations...

  • Page 30
    Item 4. MINE SAFETY DISCLOSURES None. 14

  • Page 31
    ... our initial public offering on March 6, 1995. The following table gives the high and low sales prices of our common stock as reported by Nasdaq for the periods indicated. High Fiscal year ended February 2, 2013: First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal year ended February...

  • Page 32
    ... Board repurchase authorization. For further discussion of our ASRs during 2013, see Item 8 "Financial Statements and Supplementary Data - Note 7 to the Consolidated Financial Statements" beginning on page 45 of this Form 10-K. We anticipate that substantially all of our cash flow from operations...

  • Page 33
    ... share data, number of stores data, net sales per selling square foot data and inventory turns. Year Ended February 1, 2014 Income Statement Data: Net sales Gross profit Selling, general and administrative expenses Operating income Net income Margin Data (as a percentage of net sales): Gross profit...

  • Page 34
    ... February 2, 2013 and January 28, 2012. In Management's Discussion and Analysis, we analyze and explain the annual changes in some specific line items in the consolidated financial statements for fiscal year 2013 compared to fiscal year 2012 and for fiscal year 2012 compared to fiscal year 2011. 18

  • Page 35
    ...• In March 2013, we leased an additional 0.4 million square feet at our distribution center in San Bernardino, California. The San Bernardino distribution center is now an 802,000 square foot facility. • On June 6, 2012, we entered into a five-year $750.0 million Unsecured Credit Agreement which...

  • Page 36
    ...and store operations. We must continue to control our merchandise costs, inventory levels and our general and administrative expenses as increases in these line items could negatively impact our operating results. Results of Operations Year Ended February 1, 2014 Net sales Cost of sales Gross profit...

  • Page 37
    ... stores and have funded our store opening and distribution network expansion programs from internally generated funds and borrowings under our credit facilities. The following table compares cash-flow related information for the years ended February 1, 2014, February 2, 2013 and January 28, 2012...

  • Page 38
    ... in income taxes payable. Net cash provided by operating activities decreased $8.8 million in 2012 compared to 2011 due to an increase in cash used to purchase merchandise inventory and cash used for prepaid rent as a result of February 1st falling in the last week of the fiscal year partially...

  • Page 39
    ... in fiscal 2012. We repurchased 17.4 million shares for $645.9 million in fiscal 2011. At February 1, 2014, we have $1.0 billion remaining under Board repurchase authorization. Funding Requirements Overview, Including Off-Balance Sheet Arrangements We expect our cash needs for opening new stores and...

  • Page 40
    ... in Item 8. Financial Statements and Supplementary Data, "Note 1 - Summary of Significant Account Policies" under the caption "Merchandise Inventories" beginning on page 35 of this Form 10-K, inventories at the distribution centers are stated at the lower of cost or market with cost determined...

  • Page 41
    ... 42 of this Form 10-K included in "Part II. Item 8. Financial Statements and Supplementary Data. Our freight and store-level operating expenses are estimated based on current activity and historical trends and results. Our workers' compensation and general liability insurance accruals are recorded...

  • Page 42
    ... increase our merchandise costs, fuel costs and other costs that are critical to our operations, such as shipping and wage rates. Shipping Costs. Trans-Pacific shipping rates are negotiated with individual freight lines and are subject to fluctuation based on shipping industry market conditions and...

  • Page 43
    ... payments. To meet this objective, we entered into derivative instruments in the form of two $75.0 million interest rate swaps in March 2008 to manage fluctuations in cash flows resulting from changes in the variable-interest rates on a portion of our 2008 $250.0 million term loan. The interest...

  • Page 44
    Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Statements of Operations for the years ended February 1, 2014, February 2, 2013 and January 28, 2012 Consolidated Statements of ...

  • Page 45
    ... Public Accounting Firm The Board of Directors and Shareholders Dollar Tree, Inc.: We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc. (the Company) as of February 1, 2014 and February 2, 2013, and the related consolidated statements of operations, comprehensive income...

  • Page 46
    DOLLAR TREE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended (in millions, except per share data) Net sales Cost of sales Gross profit Selling, general and administrative expenses Operating income Interest expense, net Other (income) expense, net Income before income taxes Provision for income...

  • Page 47
    ... adjustments Fair value adjustment - derivative cash flow hedging instrument, net of tax Total comprehensive income $ - 581.3 $ - 618.4 $ 0.1 488.1 2014 $ 596.7 (15.4) $ February 2, 2013 619.3 (0.9) $ January 28, 2012 488.3 (0.3) See accompanying Notes to Consolidated Financial Statements 31

  • Page 48
    DOLLAR TREE, INC. CONSOLIDATED BALANCE SHEETS (in millions, except share and per share data) ASSETS Current assets: Cash and cash equivalents Merchandise inventories, net Current deferred tax assets, net Prepaid expenses and other current assets Total current assets Property, plant and equipment, ...

  • Page 49
    ...29, 2011 Net income Total other comprehensive loss Issuance of stock under Employee Stock Purchase Plan Exercise of stock options, including income tax benefit of $3.0 Repurchase and retirement of shares Stock-based compensation, net, including income tax benefit of $10.8 Balance at January 28, 2012...

  • Page 50
    ... and capital lease obligations Proceeds from long-term debt Payments for share repurchases Proceeds from stock issued pursuant to stock-based compensation plans Tax benefit of exercises/vesting of equity based compensation Net cash used in financing activities Effect of exchange rate changes on cash...

  • Page 51
    ...form of a 100% common stock dividend. New shares were distributed on June 26, 2012 to shareholders of record as of the close of business on June 12, 2012. Segment Information The Company's retail stores represent a single operating segment based on the way the Company manages its business. Operating...

  • Page 52
    ... committed terms of the related leases, whichever is shorter. Amortization is included in "selling, general and administrative expenses" in the accompanying consolidated statements of operations. Costs incurred related to software developed for internal use are capitalized and amortized, generally...

  • Page 53
    ...2011, respectively, to reduce certain store assets to their estimated fair value. The fair values were determined based on the income approach, in which the Company utilized internal cash flow projections over the life of the underlying lease agreements discounted based on a risk-free rate of return...

  • Page 54
    ... for any penalties associated with tax contingencies unless they are considered probable of assessment. Stock-Based Compensation The Company recognizes expense for all share-based payments to employees based on their fair values. Total stock-based compensation expense for 2013, 2012 and 2011 was $36...

  • Page 55
    ...2013 $ 359.6 $ February 1, 2014 (in millions) Income from continuing operations Accumulated other comprehensive loss marking derivative financial instruments to fair value Shareholders' equity, tax benefit on exercises/vesting of equity-based compensation $ (9.8) 347.8 $ - $ 357.6 January 28, 2012...

  • Page 56
    ... Included in current tax expense for the years ended February 1, 2014, February 2, 2013 and January 28, 2012, are amounts related to uncertain tax positions associated with temporary differences, in accordance with ASC 740. A reconciliation of the statutory federal income tax rate and the effective...

  • Page 57
    ... tax rate was $3.6 million (net of the federal tax benefit). The following is a reconciliation of the Company's total gross unrecognized tax benefits for the year ended February 1, 2014: February 1, 2014 Beginning Balance Additions, based on tax positions related to current year Additions for tax...

  • Page 58
    ...and distribution center operating leases (including payments to related parties) included in the accompanying consolidated statements of operations are as follows: Year Ended February 1, (in millions) Minimum rentals Contingent rentals $ 2014 496.4 1.8 $ February 2, 2013 455.5 2.0 $ January 28, 2012...

  • Page 59
    ... amounts. A putative class action was filed in federal court in California alleging, among other things, a failure by the Company to provide uninterrupted meal periods, to compensate for all hours worked, and to pay overtime compensation for assistant store managers. This case has been resolved for...

  • Page 60
    ... time records and wage statements; and failed to pay wages due upon termination of employment. Discovery has not commenced and no trial date has been set. In September 2013, district attorneys in California initiated an investigation of whether the Company properly disposed of certain damaged retail...

  • Page 61
    ...alternate base rate, plus a margin. The revolving line of credit also bears a facilities fee, calculated as a percentage, as defined, of the amount available under the line of credit, payable quarterly. The Agreement, among other things, requires the maintenance of certain specified financial ratios...

  • Page 62
    ..., 2012 and the Company received an additional 0.5 million shares under the "collared" agreement resulting in 7.3 million total shares being repurchased under this ASR. The number of shares is determined based on the weighted average market price of the Company's common stock, less a discount, during...

  • Page 63
    ...based on the weighted average market price of the Company's common stock, less a discount, during a specified period of time. On the open market, the Company repurchased 2.4 million shares for $112.1 million in fiscal 2013. The Company repurchased 7.7 million shares for $340.2 million in fiscal 2012...

  • Page 64
    ...the service period or a shorter period based on the retirement eligibility of the grantee. The Company recognized $6.5 million of expense related to these RSUs in 2013. The fair value of these RSUs was determined using the Company's closing stock price on the grant date. In 2012, the Company granted...

  • Page 65
    ...on these RSUs in 2013, 2012 and 2011, respectively. The estimated value of these RSUs was determined using the Company's closing stock price on the grant date. In 2012, the Company granted 0.2 million RSUs with a fair value of $10.0 million from the Omnibus Plan to the Chief Executive Officer of the...

  • Page 66
    ...568,818 The intrinsic value of options exercised during 2013, 2012 and 2011 was approximately $5.6 million, $21.8 million and $16.4 million, respectively. Employee Stock Purchase Plan Under the Dollar Tree, Inc. Employee Stock Purchase Plan (ESPP), the Company is authorized to issue up to 5,278,125...

  • Page 67
    ... 2.4% (dollars in millions, except diluted net income per share data) Fiscal 2013: Net sales Gross profit Operating income Net income Diluted net income per share Stores open at end of quarter Comparable store net sales change Fiscal 2012: Net sales Gross profit Operating income Net income Diluted...

  • Page 68
    ... Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. Management's Report on Internal Control over Financial Reporting The Company...

  • Page 69
    ... the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of February 1, 2014, and February 2, 2013, and the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for each of...

  • Page 70
    ...Consolidated Financial Statements set forth under Part II, Item 8, on Page 28 of this Form 10-K. Financial Statement Schedules. All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions...

  • Page 71
    ... Award Agreement for use under the Company's EIP and EOEP (Exhibit 10.1 to the Company's March 24, 2005 Current Report on Form 8-K incorporated herein by this reference).* The Company's 2005 Employee Stock Purchase Plan (ESPP) (Appendix A to the Company's 2005 Definitive Proxy Statement on Schedule...

  • Page 72
    ...Purchase Agreement dated October 10, 2010 (Exhibit 10.1 to the Company's October 12, 2010 Current Report on Form 8-K, incorporated herein by this reference). Description of Dollar Tree, Inc. Management Incentive Compensation Plan (Exhibit 10.1 to the Company's April 30, 2011 Quarterly Report on Form...

  • Page 73
    ... Officer and Corporate Secretary (Exhibit 10.2 to the Company's August 3, 2013 Quarterly Report on Form 10-Q, incorporated herein by this reference).* Note Purchase Agreement, dated as of September 16, 2013, among Dollar Tree, Inc., Dollar Tree Stores, Inc. and the institutional accredited investors...

  • Page 74
    ... Association, London Branch, and Dollar Tree, Inc. (Exhibit 10.4 to the Company's September 17, 2013 Current Report on Form 8-K, incorporated herein by this reference) Post-Retirement Benefit Agreement Between the Company and J. Douglas Perry dated November 4, 2013 (filed herewith).* * Management...

  • Page 75
    ... to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DOLLAR TREE, INC. DATE: March 14, 2014 By: /s/ Bob Sasser Bob Sasser Chief Executive Officer 59

  • Page 76
    ... Exchange Act of 1934, this report...Chief Executive Officer (principal executive officer) March 14, 2014 /s/ Thomas A. Saunders, III Thomas A. Saunders, III /s/ J. Douglas Perry J. Douglas Perry... March 14, 2014 Chief Financial Officer (principal financial and accounting officer) March 14, 2014...

  • Page 77
    Exhibit 10.14.2 October 10, 2013 H. Ray Compton Dear Mr. Compton: You and Dollar Tree, Inc. (the "Company"), entered into a Post-Retirement Benefit Agreement (the "Agreement") dated June 21, 2007. We hereby clarify the intent of the Agreement by adding the following provisions: 5. In the event ...

  • Page 78
    ACKNOWLEDGED AND ACCEPTED: By signing this letter, I hereby acknowledge and accept the terms of the above amendment with the Company and consent to the above changes to the Agreement. /s/ H. Ray Compton_____ H. Ray Compton 62

  • Page 79
    ...group health insurance maintained by the Company, currently the Dollar Tree UnitedHealthcare Choice Plus Plan and any successor insurance coverage that may be offered by the Company from time to time, so long as Mr. Perry and/or his spouse pay the full cost of such insurance coverage on an after-tax...

  • Page 80
    ... third party beneficiary of this Agreement. WITNESS the following signatures and seals, effective as of the day and year first above written. 5. Dollar Tree, Inc. /s/ Bob Sasser_____ By: _Bob Sasser _____ Its: _Chief Executive Officer_____ J. Douglas Perry _/s/ J. Douglas Perry_____ 64

  • Page 81
    ... company is a subsidiary of Dollar Tree Stores, Inc. Dollar Tree Stores, Inc., Dollar Tree Distribution, Inc. and Dollar Tree Management, Inc. are Virginia companies. Greenbrier International, Inc. is a Delaware company. The registrant also indirectly holds an interest in Dollar Tree Stores Canada...

  • Page 82
    ... sheets of Dollar Tree, Inc. as of February 1, 2014 and February 2, 2013, and the related consolidated statements of operations, comprehensive income, shareholders' equity and cash flows for each of the years in the three-year period ended February 1, 2014, and the effectiveness of internal control...

  • Page 83
    ..., 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. Date: March 14, 2014 /s/ Bob Sasser Bob Sasser Chief Executive Officer 67

  • Page 84
    EXHIBIT 31.2 Chief Financial Officer Certification I, Kevin S. Wampler, certify that: 1. I have reviewed this annual report on Form 10-K of Dollar Tree, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary ...

  • Page 85
    ...Act of 2002 In connection with the Annual Report of Dollar Tree, Inc. (the Company) on Form 10-K for the year ending February 1, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Bob Sasser, Chief Executive Officer of the Company, certify, pursuant to 18...

  • Page 86
    ... 2002 In connection with the Annual Report of Dollar Tree, Inc. (the Company) on Form 10-K for the year ending February 1, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Kevin S. Wampler, Chief Financial Officer of the Company, certify, pursuant to 18...

  • Page 87
    ... Inquiries Requests for interim and annual reports, Forms 10-K, or more information should be directed to: Investor Relations Dollar Tree, Inc. 500 Volvo Parkway Chesapeake, VA 23320 (757) 321-5000 Or from the Investor Relations section of our Company web site: www.DollarTreeinfo.com. Legal Counsel...

  • Page 88
    ...and All for 500 Volvo ParkwaytChesapeake, Virginia 23320 t Phone (757) 321-5000 t www.DollarTree.com