Dollar Tree 2013 Annual Report Download - page 38

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Year Ended
February 1, February 2, January 28,
(in millions) 2014 2013 2012
Net cash provided by (used in):
Operating activities $ 793.4 $ 677.7 $ 686.5
Investing activities (324.3)(261.3)(86.1)
Financing activities (597.8)(303.4)(623.2)
Net cash provided by operating activities increased $115.7 million in 2013 compared to 2012 due to a decrease in cash
used for prepaid rent and purchasing merchandise inventory partially offset by a decrease 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 offset by increased earnings before income taxes, depreciation and amortization in 2012 and increases in income
taxes payable.
Net cash used in investing activities increased $63.0 million in 2013 primarily due to the impact from $62.3 million in
proceeds from the sale of the investment in Ollie's Holdings, Inc. in 2012.
Net cash used in investing activities increased $175.2 million in 2012 primarily due to the sale of $180.8 million of short-
term investments in 2011 versus none in 2012 and a $62.1 million increase in capital expenditures in 2012 due to the higher
number of stores opened compared to 2011 and the construction of our distribution center in Connecticut. The $62.3 million in
proceeds from the sale of the investment in Ollie's Holdings, Inc. provided cash for investing activities in 2012.
In 2013, net cash used in financing activities increased $294.4 million as a result of an increase in share repurchases in
2013 and the repayment of the $250.0 million outstanding on the revolving credit facility partially offset by $750.0 million of
proceeds from the issuance of the Senior Notes.
In 2012, net cash used in financing activities decreased $319.8 million as a result of reduced share repurchases in 2012.
At February 1, 2014, our long-term borrowings were $769.8 million. We also have $130.0 million, $100.0 million and
$20.0 million Letter of Credit Reimbursement and Security Agreements, under which approximately $144.1 million were
committed to letters of credit issued for routine purchases of imported merchandise at February 1, 2014.
In September 2013, we entered into a Note Purchase Agreement with institutional accredited investors in which we issued
and sold $750.0 million of senior notes (the "Notes") in an offering exempt from the registration requirements of the Securities
Act of 1933. The Notes consist of three tranches: $300.0 million of 4.03% Senior Notes due September 16, 2020; $350.0
million of 4.63% Senior Notes due September 16, 2023; and $100.0 million of 4.78% Senior Notes due September 16, 2025.
Interest on the Notes is payable semi-annually on January 15 and July 15 of each year, beginning January 15, 2014. The Notes
are unsecured and rank pari passu in right of repayment with our other senior unsecured indebtedness. We may prepay some or
all of the Notes at any time in an amount not less than 5% of the original aggregate principal amount of the Notes to be prepaid,
at a price equal to the sum of (a) 100% of the principal amount thereof, plus accrued and unpaid interest, and (b) the applicable
make-whole amount. In the event of a change in control (as defined in the Note Purchase Agreement), we may be required to
prepay the Notes. The Note Purchase Agreement contains customary affirmative and restrictive covenants. We used the net
proceeds of the Notes to finance share repurchases.
In June 2012, we entered into a five-year $750.0 million unsecured Credit Agreement (the Agreement). The Agreement
provides for a $750.0 million revolving line of credit, including up to $150.0 million in available letters of credit. The interest
rate on the Agreement is based, at our option, on a LIBOR rate, plus a margin, or an alternate base rate, plus a margin. The
Agreement also bears a facilities fee, calculated as a percentage, as defined, of the amount available under the line of credit,
payable quarterly. The Agreement also bears an administrative fee payable annually. The Agreement, among other things,
requires the maintenance of certain specified financial ratios, restricts the payment of certain distributions and prohibits the
incurrence of certain new indebtedness. As of February 1, 2014, no amount was outstanding under the $750.0 million
revolving line of credit.
In September 2013, we amended the Agreement to enable the issuance of the Notes.
We repurchased 17.4 million shares for $1,112.1 million in fiscal 2013. Subsequent to year end we received an additional
1.9 million shares due to the completion of the uncollared ASR. We may receive additional shares in 2014 upon completion of