ROSS STORES, INC.
10-Qs and 10-Ks
PROXIES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark one)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
For the quarterly period ended
April 29, 2023
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
For the transition period from __________ to __________
| Commission file number: |
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) | ||||||||||||||||
| organization) | |||||||||||||||||
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| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
| Registrant’s telephone number, including area code |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | |||||||||||||||
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par value $.01 |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
No
☒
The number of shares of Common Stock, with $.01 par value, outstanding on May 12, 2023 was
340,655,837
.
1
Ross Stores, Inc.
Form 10-Q
Table of Contents
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| Item 1. | ||||||||||||||
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Condensed Consolidated Statements of
Earnings
–Three
months ended April 29, 2023 and April 30, 2022
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Condensed Consolidated Statements of Comprehensive Income
–
Three
months ended April 29, 2023 and April 30, 2022
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Condensed Consolidated Balance Sheets–
April 29, 2023, January 28, 2023, and April 30, 2022
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Condensed Consolidated Statements of Stockholders
’
Equity–
Three
months ended April 29, 2023 and April 30, 2022
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Condensed Consolidated Statements of Cash Flows
–
Three
months ended April 29, 2023 and April 30, 2022
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| Item 2. | ||||||||||||||
| Item 3. | ||||||||||||||
| Item 4. | ||||||||||||||
| Item 1. | ||||||||||||||
| Item 1A. | ||||||||||||||
| Item 2. | ||||||||||||||
| Item 6. | ||||||||||||||
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Statements of Earnings
| Three Months Ended | |||||||||||
| ($000, except stores and per share data, unaudited) | April 29, 2023 | April 30, 2022 | |||||||||
| Sales | $ |
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$ |
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| Costs and Expenses | |||||||||||
| Cost of goods sold |
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| Selling, general and administrative |
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| Interest (income) expense, net |
(
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| Total costs and expenses |
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| Earnings before taxes |
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| Provision for taxes on earnings |
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| Net earnings | $ |
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$ |
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| Earnings per share | |||||||||||
| Basic | $ |
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$ |
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| Diluted | $ |
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$ |
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| Weighted-average shares outstanding (000) | |||||||||||
| Basic |
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| Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Condensed Consolidated Statements of Comprehensive Income
| Three Months Ended | |||||||||||
| ($000, unaudited) | April 29, 2023 | April 30, 2022 | |||||||||
| Net earnings | $ |
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$ |
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| Other comprehensive income |
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Comprehensive income
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$ |
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$ |
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4
Condensed Consolidated Balance Sheets
| ($000, except share data, unaudited) | April 29, 2023 | January 28, 2023 | April 30, 2022 | ||||||||||||||
| Assets | |||||||||||||||||
| Current Assets | |||||||||||||||||
| Cash and cash equivalents | $ |
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$ |
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$ |
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| Accounts receivable |
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| Merchandise inventory |
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| Prepaid expenses and other |
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| Total current assets |
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| Property and Equipment | |||||||||||||||||
| Land and buildings |
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| Fixtures and equipment |
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| Leasehold improvements |
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| Construction-in-progress |
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| Less accumulated depreciation and amortization |
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| Property and equipment, net |
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| Operating lease assets |
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| Other long-term assets |
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| Total assets | $ |
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$ |
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$ |
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| Liabilities and Stockholders’ Equity | |||||||||||||||||
| Current Liabilities | |||||||||||||||||
| Accounts payable | $ |
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$ |
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$ |
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| Accrued expenses and other |
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| Current operating lease liabilities |
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| Accrued payroll and benefits |
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| Income taxes payable |
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| Total current liabilities |
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| Long-term debt |
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| Non-current operating lease liabilities |
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| Other long-term liabilities |
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| Deferred income taxes |
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| Commitments and contingencies |
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| Stockholders’ Equity | |||||||||||||||||
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Common stock, par value $
Authorized
Issued and outstanding
and
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| Additional paid-in capital |
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| Treasury stock |
(
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(
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(
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| Retained earnings |
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| Total stockholders’ equity |
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| Total liabilities and stockholders’ equity | $ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Condensed Consolidated Statements of Stockholders’ Equity
| Three Months Ended April 29, 2023 | ||||||||||||||||||||||||||||||||||||||
| Common stock |
Additional
paid-in capital |
Treasury
stock |
Retained
earnings |
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| (000) | Shares | Amount | Total | |||||||||||||||||||||||||||||||||||
| Balance at January 28, 2023 |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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| Net earnings | — | — | — | — |
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| Common stock issued under stock plans, net of shares | ||||||||||||||||||||||||||||||||||||||
| used for tax withholding |
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(
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— |
(
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| Stock-based compensation | — | — |
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— | — |
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| Common stock repurchased, inclusive of excise tax |
(
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(
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(
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— |
(
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(
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Dividends declared ($
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— | — | — | — |
(
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(
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| Balance at April 29, 2023 |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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| Three Months Ended April 30, 2022 | ||||||||||||||||||||||||||||||||||||||
| Common stock |
Additional
paid-in capital |
Treasury
stock |
Retained
earnings |
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| (000) | Shares | Amount | Total | |||||||||||||||||||||||||||||||||||
| Balance at January 29, 2022 |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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| Net earnings | — | — | — | — |
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| Common stock issued under stock plans, net of shares | ||||||||||||||||||||||||||||||||||||||
| used for tax withholding |
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(
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— |
(
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| Stock-based compensation | — | — |
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— | — |
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| Common stock repurchased |
(
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(
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(
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— |
(
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(
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Dividends declared ($
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— | — | — | — |
(
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(
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| Balance at April 30, 2022 |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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6
Condensed Consolidated Statements of Cash Flows
| Three Months Ended | |||||||||||
| ($000, unaudited) | April 29, 2023 | April 30, 2022 | |||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net earnings | $ |
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$ |
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Adjustments to reconcile net earnings to net cash provided
by (used in) operating activities: |
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| Depreciation and amortization |
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| Stock-based compensation |
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| Deferred income taxes |
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| Change in assets and liabilities: | |||||||||||
| Merchandise inventory |
(
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(
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| Other current assets |
(
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(
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| Accounts payable |
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(
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| Other current liabilities |
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(
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| Income taxes |
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| Operating lease assets and liabilities, net |
(
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| Other long-term, net |
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(
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| Net cash provided by (used in) operating activities |
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(
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| Cash Flows From Investing Activities | |||||||||||
| Additions to property and equipment |
(
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(
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| Net cash used in investing activities |
(
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(
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| Cash Flows From Financing Activities | |||||||||||
| Issuance of common stock related to stock plans |
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| Treasury stock purchased |
(
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(
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| Repurchase of common stock |
(
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(
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| Dividends paid |
(
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(
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| Net cash used in financing activities |
(
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(
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| Net decrease in cash, cash equivalents, and restricted cash and cash equivalents |
(
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(
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| Cash, cash equivalents, and restricted cash and cash equivalents: | |||||||||||
| Beginning of period |
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| End of period | $ |
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$ |
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| Supplemental Cash Flow Disclosures | |||||||||||
| Interest paid | $ |
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$ |
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| Income taxes paid | $ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Notes to Condensed Consolidated Financial Statements
Three Months Ended April 29, 2023 and April 30, 2022
(Unaudited)
Note A:
Summary of Significant Accounting Policies
Basis of presentation.
The accompanying unaudited interim condensed consolidated financial statements have been prepared from the records of Ross Stores, Inc. and subsidiaries (the “Company”) without audit and, in the opinion of management, include all adjustments (consisting of only normal, recurring adjustments) necessary to present fairly the Company’s financial position as of April 29, 2023 and April 30, 2022, and the results of operations, comprehensive income, stockholders’ equity, and cash flows for the three month periods ended April 29, 2023 and April 30, 2022. The Condensed Consolidated Balance Sheet as of January 28, 2023, presented herein, has been derived from the Company’s audited consolidated financial statements for the fiscal year then ended.
Certain information and disclosures normally included in the notes to annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted for purposes of these interim condensed consolidated financial statements. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including notes thereto, contained in the Company’s Annual Report on Form 10-K for the year ended January 28, 2023.
The results of operations, comprehensive income, stockholders’ equity, and cash flows
for the three month periods ended April 29, 2023 and April 30, 2022
pr
esented herein are not necessarily indicative of the results to be expected for the full fiscal ye
ar. The fiscal year ending February 3, 2024 is referred to as fiscal 2023 and is a 53-week year. The fiscal year ended January 28, 2023 is referred to as fiscal 2022 and was a 52-week year.
Revenue recognition.
The following sales mix table disaggregates revenue by merchandise category for the three month periods ended April 29, 2023 and April 30, 2022:
| Three Months Ended | |||||||||||
| April 29, 2023 |
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April 30, 2022 | |||||||||
| Home Accents and Bed and Bath |
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% |
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% | |||||||
| Ladies |
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% |
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% | |||||||
| Men’s |
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% |
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% | |||||||
| Accessories, Lingerie, Fine Jewelry, and Cosmetics |
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% |
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% | |||||||
| Shoes |
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% |
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% | |||||||
| Children’s |
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% |
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% | |||||||
| Total |
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% |
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% | |||||||
8
The following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets that reconcile to the amounts shown on the Condensed Consolidated Statements of Cash Flows:
| ($000) | April 29, 2023 | January 28, 2023 | April 30, 2022 | ||||||||||||||
| Cash and cash equivalents | $ |
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$ |
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$ |
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| Restricted cash and cash equivalents included in: | |||||||||||||||||
| Prepaid expenses and other |
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| Other long-term assets |
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| Total restricted cash and cash equivalents |
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| Total cash, cash equivalents, and restricted cash and cash equivalents | $ |
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$ |
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$ |
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Operating leases.
Supplemental cash flow disclosures related to operating lease assets obtained in exchange for operating lease liabilities (includes new leases and remeasurements or modifications of existing leases
)
were as follows:
| Three Months Ended | |||||||||||
| ($000) | April 29, 2023 | April 30, 2022 | |||||||||
|
Operating lease assets obtained in exchange for operating lease liabilities
|
$ |
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$ |
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Cash dividends.
On May 17, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $
0.335
per common share, payable on June 30, 2023. The Company’s Board of Directors declared a cash dividend of $
0.335
per common share in February 2023 and $
0.310
per common share in March, May, August, and November 2022.
Stock repurchase program.
In March 2022, the Company’s Board of Directors approved a
two-year
program to repurchase up to $
1.9
billion of the Company’s common stock through fiscal 2023. During the three month period ended April 29, 2023, the Company repurchased
2.2
million shares of common stock for $
234.5
million, excluding excise tax due under the Inflation Reduction Act of 2022. The Company repurchased
2.5
million shares of common stock for $
239.6
million during the three month period ended April 30, 2022.
Litigation, claims, and assessments.
Like many retailers, the Company has been named in class/representative action lawsuits, primarily in California, alleging violations by the Company of wage and hour laws. Class/representative action litigation remains pending as of April 29, 2023.
The Company is also party to various other legal and regulatory proceedings arising in the normal course of business. Actions filed against the Company may include commercial, product and product safety, consumer, intellectual property, environmental, and labor and employment-related claims, including lawsuits in which private plaintiffs or governmental agencies allege that the Company violated federal, state, and/or local laws. Actions against the Company are in various procedural stages. Many of these proceedings raise factual and legal issues and are subject to uncertainties.
9
In the opinion of management, the resolution of currently pending class/representative action litigation and other currently pending legal and regulatory proceedings will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
Note B:
Fair Value Measurements
The fair value of the Company’s financial instruments are as follows:
| ($000) | April 29, 2023 | January 28, 2023 | April 30, 2022 | |||||||||||||||||
|
Cash and cash equivalents (Level 1)
|
$ |
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$ |
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$ |
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Restricted cash and cash equivalents (Level 1)
|
$ |
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$ |
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$ |
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The underlying assets in the Company’s nonqualified deferred compensation program as of April 29, 2023, January 28, 2023, and April 30, 2022 (included in Other long-term assets and in Other long-term liabilities) primarily consist of participant-directed money market, stock, and bond funds.
The fair value measurement for funds with quoted market prices in active markets (Level 1) are as follows:
| ($000) | April 29, 2023 | January 28, 2023 | April 30, 2022 | ||||||||||||||
| Level 1 | $ |
|
$ |
|
$ |
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10
Note C:
Stock-Based Compensation
For the three month periods ended April 29, 2023 and April 30, 2022, the Company recognized stock-based compensation expense as follows:
| Three Months Ended | |||||||||||
| ($000) | April 29, 2023 | April 30, 2022 | |||||||||
| Restricted stock | $ |
|
$ |
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| Performance awards |
|
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| Employee stock purchase plan |
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| Total | $ |
|
$ |
|
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Total stock-based compensation expense recognized in the Company’s Condensed Consolidated Statements of Earnings for the three month periods ended April 29, 2023 and April 30, 2022 is as follows:
| Three Months Ended | |||||||||||
| Statements of Earnings Classification ($000) | April 29, 2023 | April 30, 2022 | |||||||||
| Cost of goods sold | $ |
|
$ |
|
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| Selling, general and administrative |
|
|
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| Total | $ |
|
$ |
|
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The tax benefits related to stock-based compensation expense for the three month periods ended April 29, 2023 and April 30, 2022 we
re
$
7.0
million an
d
$
7.4
million, respectively.
Restricted stock awards.
The Company grants shares of restricted stock or restricted stock units to directors, officers, and key employees. The market value of shares of restricted stock and restricted stock units at the date of grant is amortized to expense over the vesting period of generally
to
five years
.
Performance share awards.
The Company has a performance share award program for senior executives. A performance share award represents a right to receive shares of restricted stock on a specified settlement date based on the Company’s attainment of a performance goal during the performance period, which is the Company’s fiscal year. If attained, the restricted stock then vests over a service period, generally
three years
from the date the performance award was granted.
As of April 29, 2023, shares related to unvested restricted stock, restricted stock units, and performance share awards totaled
4.2
million shares.
A summary of restricted stock, restricted stock units, and performance share award activity for the three month period ended April 29, 2023, is presented below:
| (000, except per share data) |
Number of
shares |
Weighted-average
grant date fair value |
|||||||||
| Unvested at January 28, 2023 |
|
$ |
|
||||||||
| Awarded |
|
|
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| Released |
(
|
|
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| Forfeited |
(
|
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| Unvested at April 29, 2023 |
|
$ |
|
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The unamortized compensation expense at April 29, 2023 was $
240.4
million which is expected to be recognized over a weighted-average remaining period of
2.4
years. The unamortized compensation expense at April 30, 2022 was $
261.6
million which was expected to be recognized over a weighted-average remaining period of
2.4
years.
11
During the three month periods ended April 29, 2023 and April 30, 2022, shares purchased by the Company for tax withholding totaled
367,286
and
408,465
, respectively, and are considered treasury shares which are available for reissuance.
Employee stock purchase plan.
Under the Employee Stock Purchase Plan (“ESPP”), eligible employees participating in the quarterly offering period can choose to have up to the lesser of
10
% of their annual base earnings or the IRS annual share purchase limit of $
25,000
in aggregate market value to purchase the Company’s common stock. The purchase price of the stock is
85
% of the closing market price on the date of purchase. Purchases occur on a quarterly basis (on the last trading day of each calendar quarter). The Company recognizes expense for ESPP purchase rights equal to the value of the
15
% discount given on the purchase date.
Note D:
Earnings Per Share
For the three month periods ended April 29, 2023 and April 30, 2022, approximately
20,000
and
677,000
weighted-average shares were excluded from the calculation of diluted EPS, respectively, because their effect would have been anti-dilutive for the periods presented.
The following is a reconciliation of the number of shares (denominator) used in the basic and diluted EPS computations:
| Three Months Ended | |||||||||||||||||
| Shares in (000s) | Basic EPS |
Effect of
dilutive common stock equivalents |
Diluted
EPS |
||||||||||||||
| April 29, 2023 | |||||||||||||||||
| Shares |
|
|
|
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| Amount | $ |
|
$ |
(
|
$ |
|
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| April 30, 2022 | |||||||||||||||||
|
Shares
|
|
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|
Amount
|
$ |
|
$ |
(
|
$ |
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12
Note E:
Debt
Long-term debt.
Unsecured senior debt (the “Senior Notes”), net of unamortized discounts and debt issuance costs, consisted of the following:
| ($000) | April 29, 2023 | January 28, 2023 | April 30, 2022 | |||||||||||||||||
|
|
$ |
|
$ |
|
$ |
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|||||||||||||||||
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|||||||||||||||||
| Total Long-term debt | $ |
|
$ |
|
$ |
|
||||||||||||||
Interest on all Senior Notes is payable semi-annually and the Senior Notes are subject to prepayment penalties for early payment of principal.
As of April 29, 2023, January 28, 2023, and April 30, 2022, total unamortized discount and debt issuance costs were
$
17.4
million
, $
18.5
million, and $
21.6
million, respectively, and were classified as a reduction of Long-term debt.
The aggregate fair value of the
seven
outstanding series of Senior Notes was approximately $
2.3
billion as of April 29, 2023 and January 28, 2023,
and approximately $
2.4
billion as of April 30, 2022. The fair value is estimated by obtaining comparable market quotes which are considered to be Level 1 inputs under the fair value measurements and disclosures guidance.
Revolving credit
facilities.
The Company’s $
1.3
billion senior unsecured revolving credit facility (“Credit Facility”) expires in February 2027 and may be extended at the Company’s request for up to
two
additional
one year
periods subject to customary conditions. The Credit Facility contains a $
300
million sublimit for issuance of standby letters of credit. It also contains an option allowing the Company to increase the size of its Credit Facility by up to an additional $
700
million, with the agreement of the committing lenders. Interest on borrowings under this Credit Facility is a term rate based on the Secured Overnight Financing Rate (“Term SOFR”) (or an alternate benchmark rate, if Term SOFR is no longer available) plus an applicable margin and is payable quarterly and upon maturity.
The Credit Facility is subject to a quarterly Consolidated Adjusted Debt to Consolidated EBITDAR financial leverage ratio covenant. As of April 29, 2023, the Company was in compliance with the financial covenant, had
no
borrowings or standby letters of credit outstanding under the Credit Facility, and t
he
$
1.3
billion
Credit Facility remained in place and available.
The table below shows the components of interest expense and income for the three month periods ended April 29, 2023 and April 30, 2022:
| Three Months Ended | |||||||||||
| ($000) | April 29, 2023 | April 30, 2022 | |||||||||
| Interest expense on long-term debt | $ |
|
$ |
|
|||||||
| Other interest expense |
|
|
|||||||||
| Capitalized interest |
(
|
(
|
|||||||||
| Interest income |
(
|
(
|
|||||||||
| Interest (income) expense, net | $ |
(
|
$ |
|
|||||||
13
Note F:
Taxes on Earnings
The Company’s effective tax rate for the three month periods ended April 29, 2023 and April 30, 2022, was approximately
24
% and
25
%, respectively. The Company’s effective tax rate is impacted by changes in tax law and accounting guidance, location of new stores, level of earnings, tax effects associated with stock-based compensation, and uncertain tax positions.
As of April 29, 2023, January 28, 2023, and April 30, 2022, the reserves for unrecognized tax benefits were
$
59.9
million
,
$
60.6
million
, and
$
70.7
million
, inclusive of
$
6.5
million
,
$
7.1
million
, and
$
8.2
million
of related interest and penalties, respectively. The Company accounts for interest and penalties related to unrecognized tax benefits as a part of its provision for taxes on earnings. If recognized,
$
47.9
million
would impact the Company’s effective tax rate. It is reasonably possible that certain federal and state tax matters may be concluded or statutes of limitations may lapse during the next 12 months. Accordingly, the total amount of unrecognized tax benefits may
decrease by up to $
11.3
million. The difference between the total amount of unrecognized tax benefits and the amounts that would impact the effective tax rate relates to amounts attributable to deferred income tax assets and liabilities. These amounts are net of federal and state income taxes.
The Company is open to audit by the Internal Revenue Service under the statute of limitations for fiscal years 2019 through 2022. The Company’s state income tax returns are generally open to audit under the various statutes of limitations for fiscal years 2018 through 2022. Certain federal and state tax returns are currently under audit by various tax authorities. The Company does not expect the results of these audits to have a material impact on the condensed consolidated financial statements.
14
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Ross Stores, Inc.:
Results of Review of Interim Financial Information
We have reviewed the accompanying condensed consolidated balance sheets of Ross Stores, Inc. and subsidiaries (the “Company”) as of April 29, 2023 and April 30, 2022, the related condensed consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows, for the three month periods ended April 29, 2023 and April 30, 2022 and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of January 28, 2023, and the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 27, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of January 28, 2023 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ Deloitte & Touche LLP
San Francisco, California
June 6, 2023
15
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This section and other parts of this Form 10-Q contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed below under the caption “Forward-Looking Statements” and also those in Part I, Item 1A (Risk Factors) of our Annual Report on Form 10-K for fiscal 2022. The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for fiscal 2022. All information is based on our fiscal calendar.
Overview
Ross Stores, Inc. operates two brands of off-price retail apparel and home fashion stores—Ross Dress for Less
®
(“Ross”) and dd’s DISCOUNTS
®
. Ross is the largest off-price apparel and home fashion chain in the United States, with 1,704 locations in 40 states, the District of Columbia, and Guam as of April 29, 2023. Ross offers first-quality, in-season, name brand and designer apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 60% off department and specialty store regular prices every day. We also operate 330 dd’s DISCOUNTS stores in 22 states that feature a more moderately-priced assortment of first-quality, in-season, name brand apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 70% off moderate department and discount store regular prices every day.
There remains a high level of uncertainty in the current macroeconomic and geopolitical environments, and prolonged inflationary pressures continue to negatively impact the discretionary spending of our low-to-moderate income customers.
As a result of today’s uncertain external conditions and inflationary pressures, shoppers continue to seek even stronger values when visiting our stores. We plan to carefully manage our expenses and inventory, while closely monitoring market share trends for the off-price industry. We believe our market share gains can continue to grow through continued focus on bringing value and convenience to our consumers.
Results of Operations
T
he following table summarizes the financial results for the three month periods ended April 29, 2023 and April 30, 2022:
| Three Months Ended | ||||||||||||||
| April 29, 2023 | April 30, 2022 | |||||||||||||
| Sales | ||||||||||||||
| Sales (millions) | $ | 4,495 | $ | 4,333 | ||||||||||
| Sales growth (decline) | 3.7 | % | (4.1 | %) | ||||||||||
|
Comparable store sales growth (decline)
1
|
1 | % | (7 | %) | ||||||||||
| Costs and expenses (as a percent of sales) | ||||||||||||||
| Cost of goods sold | 73.3 | % | 73.8 | % | ||||||||||
| Selling, general and administrative | 16.6 | % | 15.4 | % | ||||||||||
| Interest (income) expense, net | (0.7 | %) | 0.4 | % | ||||||||||
| Earnings before taxes (as a percent of sales) | 10.8 | % | 10.4 | % | ||||||||||
| Net earnings (as a percent of sales) | 8.3 | % | 7.8 | % | ||||||||||
|
1
Comparable stores are stores open for more than 14 complete months.
|
||||||||||||||
16
Stores.
Our long-term strategy is to open additional stor
es based on market penetration, local demographic characteristics, competition, expected store profitability, and the ability to leverage overhead expenses. We continually evaluate opportunistic real estate acquisitions and opportunities for potential new store locations. We also evaluate our current store locations and determine store closures based on similar criteria.
We opened 19 new stores in the first quarter of fiscal 2023
and expect to open a total of approximately 100 new stores throughout the year
.
The following table summarizes the stores opened and closed during the three month periods ended April 29, 2023 and April 30, 2022:
| Three Months Ended | ||||||||||||||
| Store Count | April 29, 2023 | April 30, 2022 | ||||||||||||
|
Ross Dress for Less
|
||||||||||||||
| Beginning of the period | 1,693 | 1,628 | ||||||||||||
| Opened in the period | 11 |
1
|
22 | |||||||||||
| Closed in the period | — | (2) |
2
|
|||||||||||
|
Total Ross Dress for Less stores end of period
|
1,704 | 1,648 | ||||||||||||
|
dd’s DISCOUNTS
|
||||||||||||||
| Beginning of the period | 322 | 295 | ||||||||||||
| Opened in the period | 8 | 8 | ||||||||||||
| Closed in the period | — | — | ||||||||||||
|
Total dd’s DISCOUNTS stores end of period
|
330 | 303 | ||||||||||||
| Total stores end of period | 2,034 | 1,951 | ||||||||||||
|
1
Includes the reopening of a store previously temporarily closed due to a weather event.
|
||||||||||||||
|
2
Includes the temporary closure of a store impacted by a weather event.
|
||||||||||||||
Sales.
Sales for the three month period ended April 29, 2023 increased $161.6 million or 3.7% compared to the three month period ended April 30, 2022, primarily due to the opening of 83 net new stores between April 30, 2022 and April 29, 2023, and a 1% comparable store sales increase for the three month period ended April 29, 2023.
Our sales mix for the three month periods ended April 29, 2023 and April 30, 2022 is shown below:
| Three Months Ended | |||||||||||
| April 29, 2023 |
|
April 30, 2022 | |||||||||
| Home Accents and Bed and Bath | 26 | % | 26 | % | |||||||
| Ladies | 24 | % | 24 | % | |||||||
| Men’s | 14 | % | 14 | % | |||||||
| Accessories, Lingerie, Fine Jewelry, and Cosmetics | 14 | % | 14 | % | |||||||
| Shoes | 13 | % | 13 | % | |||||||
| Children’s | 9 | % | 9 | % | |||||||
| Total | 100 | % | 100 | % | |||||||
|
|
|||||||||||
We intend to address the uncertain and competitive climate for apparel and home goods by pursuing and refining our existing strategies, continuing to strengthen our merchant organization, refining our merchandise mix, and further developing our systems to improve our merchandise offerings. We cannot be sure that our strategies and store expansion program will result in sales growth or an increase in net earnings.
Cost of goods sold.
Cost of goods sold for the three month period ended April 29, 2023 increased $96.2 million compared to the three month period ended April 30, 2022, primarily due to higher sales from the opening of 83 net new stores between
17
April 30, 2022 and April 29, 2023, and the 1% comparable store sales increase, increased distribution costs, and higher buying costs, partially offset by lower ocean and domestic freight costs.
Cost of goods sold as a percentage of sales for the three month period ended April 29, 2023 decreased approximately 50 basis points compared to the three month period ended April 30, 2022, primarily due to a 120 basis point increase in merchandise margin mainly due to lower ocean freight costs and a 60 basis point decrease in domestic freight costs. Partially offsetting these items were higher distribution expenses of 65 basis points primarily due to the timing of packaway inventory carrying costs and the deleveraging effect from the opening of our Brookshire, Texas distribution center, a 60 basis point increase in buying costs primarily due to higher incentive compensation expense, and a 5 basis point deleverage in occupancy costs.
We expect lower ocean freight costs and higher incentive compensation expense to continue through fiscal 2023.
Selling, general and administrative expenses.
For the three month period ended April 29, 2023, selling, general and administrative expenses (“SG&A”) increased $76.7 million compared to the three month period ended April 30, 2022. This increase was primarily due to higher incentive compensation expense,
the openi
ng of 83
net new stores between April 30, 2022 and April 29, 2023, and increased store wages.
SG&A as a percentage of sales for the three month period ended April 29, 2023 increased 115 basis points, compared to the three month period ended April 30, 2022, primarily due to higher incentive compensation expense and increased store wages.
We expect SG&A to continue to increase as a result of higher incentive compensation expense and increasing store wages.
Interest (income) expense, net.
For the three month period ended April 29, 2023, interest (income) expense, net increased $49.1 million compared to the three month period ended April 30, 2022, primarily due to increased interest income from higher interest rates.
Interest (income) expense, net for the three month periods ended April 29, 2023 and April 30, 2022 consists of the following:
| Three Months Ended | |||||||||||
| ($000) | April 29, 2023 | April 30, 2022 | |||||||||
| Interest expense on long-term debt | $ | 21,166 | $ | 21,154 | |||||||
| Other interest expense | 373 | 388 | |||||||||
| Capitalized interest | (2,108) | (2,651) | |||||||||
| Interest income | (50,828) | (1,195) | |||||||||
| Interest (income) expense, net | $ | (31,397) | $ | 17,696 | |||||||
Taxes on earnings.
Our effective tax rates for the three month periods ended April 29, 2023 and April 30, 2022 were approximately 24% and 25%, respectively. Our effective tax rate is impacted by changes in tax law and accounting guidance, location of new stores, level of earnings, tax effects associated with stock-based compensation, and uncertain tax positions.
Net earnings.
Net earnings as a percentage of sales for the three month periods ended April 29, 2023 and April 30, 2022 were 8.3% and 7.8%, respectively. Net earnings as a percentage of sales for the three month period ended April 29, 2023 were higher primarily due to higher interest income and lower cost of goods sold, partially offset by higher SG&A expenses.
Earnings per share.
Diluted earnings per share for the three month period ended April 29, 2023 was $1.09 compared to $0.97 for the three month period ended April 30, 2022. The $0.12 increase in the diluted earnings per share for the three month period ended April 29, 2023 was primarily attributable to a 10% increase in net earnings and a 2% reduction in weighted-average diluted shares outstanding, largely due to stock repurchases under our stock repurchase program.
18
Financial Condition
Liquidity and Capital Resources
The primary sources of funds for our business activities are cash flows from operations and short-term trade credit. Our primary ongoing cash requirements are for merchandise inventory purchases, payroll, operating and variable lease costs, taxes, capital expenditures in connection with new and existing stores, and investments in distribution centers, information systems, and buying and corporate offices. We also use cash to pay dividends, to repay debt as it becomes due, and to repurchase stock under active stock repurchase programs.
| Three Months Ended | |||||||||||
| ($000) | April 29, 2023 | April 30, 2022 | |||||||||
| Cash provided by (used in) operating activities | $ | 413,152 | $ | (416,267) | |||||||
| Cash used in investing activities | (167,253) | (109,848) | |||||||||
| Cash used in financing activities | (380,635) | (380,669) | |||||||||
| Net decrease in cash, cash equivalents, and restricted cash and cash equivalents | $ | (134,736) | $ | (906,784) | |||||||
Operating Activities
Net cash provided by operating activities was $413.2 million for the three month period ended April 29, 2023. This was primarily driven by net earnings and higher accounts payable leverage (defined as accounts payable divided by merchandise inventory). Net cash used in operating activities was $416.3 million for the three month period ended April 30, 2022. This was primarily driven by higher packaway inventory receipts and higher associated payments combined with shorter payment terms, and by payment of fiscal 2021 incentive bonuses, partially offset by net earnings excluding non-cash expenses for depreciation, amortization, and stock-based compensation.
The increase in cash flow from operating activities for the three month period ended April 29, 2023 compared to the same period in the prior year was primarily driven by lower incentive compensation payments, higher accounts payable leverage, and higher earnings.
Accounts payable leverage was 92% and 81% as of April 29, 2023 and April 30, 2022, respectively. The increase in accounts payable leverage was primarily due to the timing of inventory receipts and related payments versus last year.
As a regular part of our business, packaway inventory levels will vary over time based on availability of compelling merchandise purchase opportunities in the marketplace and our decisions on the timing for release of that inventory. Packaway merchandise is purchased with the intent that it will be stored in our warehouses until a later date. The timing of the release of packaway inventory to our stores is principally driven by the product mix and seasonality of the merchandise, and its relation to our store merchandise assortment plans. As such, the aging of packaway varies by merchandise category and seasonality of purchase, but typically packaway remains in storage less than six months. We expect to continue to take advantage of packaway inventory opportunities to maximize our ability to deliver bargains to our customers.
Changes in packaway inventory levels impact our operating cash flow. As of April 29, 2023, packaway inventory was 42% of total inventory, compared to 40% at the end of fiscal 2022. As of April 30, 2022, packaway inventory was 43% of total inventory, compared to 40% at the end of fiscal 2021.
Investing Activities
Net cash used in investing activities was $167.3 million and $109.8 million for the three month periods ended April 29, 2023 and April 30, 2022, respectively, and was related to our capital expenditures. Our capital expenditures include costs to build, expand, and improve distribution centers, open new stores and improve existing stores, and for various other expenditures related to our information technology systems and buying and corporate offices.
The increase in cash used in investing activities for the three month period ended April 29, 2023, compared to the same period in the prior year, was primarily due to higher capital expenditures related to the construction of our new Buckeye, Arizona distribution center and the construction of new stores and existing store projects.
19
Capital expenditures for fiscal 2023 are currently projected to be approximately $810 million. Our planned capital expenditures for fiscal 2023 are for investments in our supply chain to support long-term growth, including construction of our next distribution centers, costs for fixtures and leasehold improvements to open new Ross and dd’s DISCOUNTS stores, investments in information technology systems, and for various other expenditures related to our stores, distribution centers, and buying and corporate offices. We expect to fund capital expenditures with available cash.
Financing Activities
Net cash used in financing activities was $380.6 million and $380.7 million for the three month periods ended April 29, 2023 and April 30, 2022, respectively, primarily resulting from stock repurchases under our current $1.9 billion stock repurchase program and payment of dividends.
Revolving credit facilities.
We have a $1.3 billion senior unsecured revolving credit facility (“Credit Facility”). As of April 29, 2023, we had no borrowings or standby letters of credit outstanding under the Credit Facility,
the
$1.3 billion
Credit Facility remained in place and available, and
we were in compliance with the financial covenant. Refer to Note E: Debt
in the Notes to Condensed Consolidated Financial Statements
for additional information.
Senior notes.
As of April 29, 2023, we had approximately $2.5 billion of outstanding unsecured Senior Notes. Refer to Note E: Debt in the Notes to Condensed Consolidated Financial Statements for additional information.
Other financing activities.
In March 2022, our Board of Directors approved a two-year program to repurchase up to $1.9 billion of our common stock through fiscal 2023.
For the three month period ended April 29, 2023, we repurchased 2.2 million shares of common stock for $234.5 million, excluding excise tax due under the Inflation Reduction Act of 2022. We repurchased 2.5 million shares of common stock for $239.6 million during the three month period ended April 30, 2022. We also acqu
ired
0.4 million shares of treasury stock under our employee equity compensation programs, for aggregate purchase prices of approximately $37.5 million and $38.1 million during the three month periods ended April 29, 2023 and April 30, 2022, respectively.
On May 17, 2023, our Board of Directors declared a quarterly cash dividend of $0.335 per common share, payable on June 30, 2023. The Board of Directors declared a cash dividend of $0.335 per common share in February 2023 and $0.310 per common share in March, May, August, and November 2022.
For the three month periods ended April 29, 2023 and April 30, 2022, we paid cash dividends of $114.8 million and $108.9 million, respectively.
Short-term trade credit represents a significant source of financing for merchandise inventory. Trade credit arises from customary payment terms and trade practices with our vendors. We regularly review the adequacy of credit available to us from all sources and expect to be able to maintain adequate trade credit, bank credit, and other credit sources to meet our capital and liquidity requirements, including lease and interest payment obligations.
We ended the first quarter of fiscal 2023 with $4.4 billion of unrestricted cash balances, which were held primarily in overnight money market funds invested in U.S. treasury and government instruments across a highly diversified set of banks and other financial institutions. We also have $1.3 billion available under our Credit Facility. We estimate that existing cash and cash equivalent balances, cash flows from operations, bank credit, and trade credit are adequate to meet our operating cash needs and to fund our planned capital investments, common stock repurchases, quarterly dividend payments, and interest payment obligations for at least the next 12 months.
20
Contractual Obligations and Off-Balance Sheet Arrangements
The table below presents our significant contractual obligations as of April 29, 2023:
| ($000) |
Less than
one year |
Greater than
one year |
Total¹ | ||||||||||||||
| Recorded contractual obligations: | |||||||||||||||||
| Senior notes | $ | — | $ | 2,474,991 | $ | 2,474,991 | |||||||||||
| Operating leases | 686,717 | 2,644,431 | 3,331,148 | ||||||||||||||
|
New York buying office ground lease
2
|
7,552 | 1,107,370 | 1,114,922 | ||||||||||||||
| Unrecorded contractual obligations: | |||||||||||||||||
|
Real estate obligations
3
|
17,900 | 288,876 | 306,776 | ||||||||||||||
| Interest payment obligations | 80,316 | 394,976 | 475,292 | ||||||||||||||
|
Purchase obligations
4
|
4,153,686 | 80,438 | 4,234,124 | ||||||||||||||
| Total contractual obligations | $ | 4,946,171 | $ | 6,991,082 | $ | 11,937,253 | |||||||||||
|
1
We have a $56.5 million
liability for unrecognized tax benefits that is included in Other long-term liabilities on our interim Condensed Consolidated Balance Sheet. This liability is excluded from the schedule above as the timing of payments cannot be reasonably estimated.
|
|||||||||||||||||
|
2
Our New York buying office building is subject to a 99-year ground lease.
|
|||||||||||||||||
|
3
Minimum lease payments for leases signed that have not yet commenced.
|
|||||||||||||||||
|
4
Purchase obligations primarily consist of merchandise inventory purchase orders, commitments related to construction projects, store fixtures and supplies, and information technology services, transportation, and maintenance contracts.
|
|||||||||||||||||
Other than the unrecorded contractual obligations noted above, we do not have any material off-balance sheet arrangements as of April 29, 2023.
Standby letters of credit and collateral trust.
We use standby letters of credit outside of our Credit Facility in addition to a funded trust to collateralize some of our insurance obligations. As of April 29, 2023 and January 28, 2023, we had $2.6 million in standby letters of credit outstanding and $58.4 million and $57.8 million, respectively, in a collateral trust. As of April 30, 2022, we had $3.3 million in standby letters of credit outstanding and $56.7 million in a collateral trust. The standby letters of credit are collateralized by restricted cash and the collateral trust consists of restricted cash and cash equivalents.
Trade letters of credit.
We had $10.3 million, $7.6 million, and $24.9 million in trade letters of credit outstanding at April 29, 2023, January 28, 2023, and April 30, 2022, respectively.
Dividends.
In May 2023, our Board of Directors declared a cash dividend of $0.335
pe
r common share, payable on June 30, 2023.
Critical Accounting Estimates
During the first quarter of fiscal 2023, there have been no significant changes to the critical accounting estimates discussed in our Annual Report on Form 10-K for the year ended January 28, 2023.
21
Forward-Looking Statements
This report contains a number of forward-looking statements regarding, without limitation, projected sales, costs and earnings, planned new store growth, capital expenditures, liquidity, and other matters. These forward-looking statements reflect our then-current beliefs, plans, and estimates with respect to future events and our projected financial performance, operations, and competitive position. The words “plan,” “expect,” “target,” “anticipate,” “estimate,” “believe,” “forecast,” “projected,” “guidance,” “outlook,” “looking ahead,” and similar expressions identify forward-looking statements.
Future impact from inflation, interest rate increases, ongoing military conflicts and economic sanctions, the COVID-19 pandemic, climate change, and other economic, regulatory, consumer spending, and industry trends that could potentially impact our revenue, profitability, operating conditions, and growth are difficult to predict. Our forward-looking statements are subject to risks and uncertainties which could cause our actual results to differ materially from those forward-looking statements and our previous expectations, plans, and projections. Such risks are not limited to but may include:
•
Impacts from the macroeconomic environment, including inflation, interest rates, housing costs, energy and fuel costs, financial and credit market conditions, recession concerns, geopolitical conditions (including the current Russia-Ukraine conflict), the COVID-19 pandemic, or public health and public safety issues, that affect our costs, consumer confidence, and consumer disposable income.
•
Unexpected changes in the level of consumer spending on, or preferences for, apparel and home-related merchandise, which could adversely affect us.
•
Competitive pressures in the apparel and home-related merchandise retailing industry.
•
Our need to effectively manage our inventories, markdowns, and inventory shortage in order to achieve our planned gross margins.
•
Risks associated with importing and selling merchandise produced in other countries, including risks from supply chain disruption, shipping delays, and higher than expected ocean freight costs.
•
Unseasonable weather that may affect shopping patterns and consumer demand for seasonal apparel and other merchandise.
•
Our dependence on the market availability, quantity, and quality of attractive brand name merchandise at desirable discounts, and on the ability of our buyers to anticipate consumer preferences and to purchase merchandise to enable us to offer customers a wide assortment of merchandise at competitive prices.
•
Information or data security breaches, including cyber-attacks on our transaction processing and computer information systems, which could result in theft or unauthorized disclosure of customer, credit card, employee, or other private and valuable information that we handle in the ordinary course of our business.
•
Disruptions in our supply chain or in our information systems, including from ransomware or other cyber-attacks, that could impact our ability to process sales and to deliver product to our stores in a timely and cost-effective manner.
•
Our need to obtain acceptable new store sites with favorable consumer demographics to achieve our planned new store openings.
•
Our need to expand in existing markets and enter new geographic markets in order to achieve planned market penetration.
•
Consumer problems or legal issues involving the quality, safety, or authenticity of products we sell, which could harm our reputation, result in lost sales, and/or increase our costs.
•
An adverse outcome in various legal, regulatory, or tax matters, or the adoption of new federal or state tax legislation that increases tax rates or adds new taxes, that could increase our costs.
•
Damage to our corporate reputation or brands that could adversely affect our sales and operating results.
•
Our need to continually attract, train, and retain associates with the retail talent necessary to execute our off-price retail strategies.
•
Our need to effectively advertise and market our business.
•
Changes in U.S. tax, tariff, or trade policy regarding apparel and home-related merchandise produced in other countries, which could adversely affect our business.
•
Possible volatility in our revenues and earnings.
•
An additional public health or public safety crisis, demonstrations, natural or man-made disaster in California or in another region where we have a concentration of stores, offices, or a distribution center that could harm our business.
•
Our need to maintain sufficient liquidity to support our continuing operations and our new store openings.
22
The factors underlying our forecasts are dynamic and subject to change. As a result, any forecasts or forward-looking statements speak only as of the date they are given and do not necessarily reflect our outlook at any other point in time. We disclaim any obligation to update or revise these forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks, which primarily include changes in interest rates. We do not engage in financial transactions for trading or speculative purposes.
We may occasionally use forward contracts to hedge against fluctuations in foreign currency prices. We had no outstanding forward contracts as of April 29, 2023.
Interest that is payable on our Credit Facility is based on variable interest rates and is therefore affected by changes in market interest rates. As of April 29, 2023, we had no borrowings outstanding under the Credit Facility.
As of April 29, 2023, we have outstanding seven series of unsecured Senior Notes. Interest that is payable on all series of our Senior Notes is based on fixed interest rates, and is therefore unaffected by changes in market interest rates.
We receive interest payments on our cash and cash equivalents and restricted cash and cash equivalents. Changes in interest rates may impact the interest income we recognize in the future.
A hypothetical 100 basis point increase or decrease in prevailing market interest rates would not have had a material negative impact on our condensed consolidated financial position, results of operations, cash flows, or the fair values of our cash and cash equivalents and restricted cash and cash equivalents as of and for the three month period ended April 29, 2023. We do not consider the potential losses in future earnings and cash flows from reasonably possible, near-term changes in interest rates to be material.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and
Chief Financial Officer, conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at that reasonable assurance level as of the end of the period covered by this report.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.
Quarterly Evaluation of Changes in Internal Control Over Financial Reporting
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the first fiscal quarter of 2023 that has materially affected, o
r is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our management concluded that there was no such change during the first fiscal quarter of 2023.
23
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The matters under the caption “Litigation, claims, and assessments” in Note A of Notes to Condensed Consolidated Financial Statements are incorporated herein by reference.
ITEM 1A. RISK FACTORS
See Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 28, 2023 for a description of the risks and uncertainties associated with our business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Information regarding shares of common stock we repurchased during the first quarter of fiscal 2023 is as follows:
|
Total number of shares
(or units) purchased
1
|
Average price
paid per share (or unit) |
Total number of
shares (or units) purchased as part of publicly announced plans or programs |
Maximum number
(or approximate
dollar value) of
shares (or units)
that may yet be
purchased under
the plans or
programs ($000)
2
|
||||||||||||||||||||
| Period | |||||||||||||||||||||||
| February | |||||||||||||||||||||||
| (1/29/2023 - 2/25/2023) | 665,878 | $115.35 | 665,878 | $ | 873,190 | ||||||||||||||||||
| March | |||||||||||||||||||||||
| (2/26/2023- 4/01/2023) | 1,142,415 | $103.58 | 775,592 | $ | 792,340 | ||||||||||||||||||
| April | |||||||||||||||||||||||
| (4/02/2023- 4/29/2023) | 728,437 | $105.51 | 727,974 | $ | 715,530 | ||||||||||||||||||
| Total | 2,536,730 | $107.22 | 2,169,444 | $ | 715,530 | ||||||||||||||||||
1
We acquired 367,286 shares of treasury stock during the quarter ended April 29, 2023. Treasury stock includes shares acquired from employees for tax withholding purposes related to vesting of restricted stock grants. All remaining shares were repurchased under our publicly announced stock repurchase program.
2
In March 2022, our Board of Directors approved a two-year program to repurchase up to $1.9 billion of our common stock through fiscal 2023
.
24
ITEM 6. EXHIBITS
| Exhibit | |||||
| Number | Exhibit | ||||
| 3.1 | |||||
| 3.2 | |||||
| 10.1 | |||||
| 10.2 | |||||
| 10.3 | |||||
| 10.4 | |||||
| 15 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101.INS | XBRL Instance Document. (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.) | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | ||||
| 104 | Cover Page Interactive Data File. (The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.) | ||||
25
SIGNATURES
Pursuant to the requirements 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.
| ROSS STORES, INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: | June 6, 2023 |
By: |
/s/Adam Orvos | ||||||||
| Adam Orvos | |||||||||||
|
Executive Vice President, Chief Financial Officer
|
|||||||||||
26
TABLE OF CONTENTS
Part I. Financial InformationprintItem 1. Financial StatementsprintItem 2. Management S Discussion and Analysis Of Financial Condition and Results OfprintItem 3. Quantitative and Qualitative Disclosures About Market RiskprintItem 4. Controls and ProceduresprintPart II Other InformationprintItem 1. Legal ProceedingsprintItem 1A. Risk FactorsprintItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsprintItem 6. Exhibitsprint