Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 28, 2017 | Nov. 16, 2017 | |
Entity Registrant Name | DICKS SPORTING GOODS INC | |
Entity Central Index Key | 1,089,063 | |
Current Fiscal Year End Date | --02-03 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Oct. 28, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Common Stock | ||
Entity Common Stock, Shares Outstanding | 82,693,760 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 24,710,870 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,944,187 | $ 1,810,347 | $ 5,926,350 | $ 5,438,548 |
Cost of goods sold, including occupancy and distribution costs | 1,410,067 | 1,257,504 | 4,213,143 | 3,792,529 |
GROSS PROFIT | 534,120 | 552,843 | 1,713,207 | 1,646,019 |
Selling, general and administrative expenses | 475,899 | 459,782 | 1,385,506 | 1,300,071 |
Pre-opening expenses | 8,220 | 19,304 | 28,441 | 34,309 |
INCOME FROM OPERATIONS | 50,001 | 73,757 | 299,260 | 311,639 |
Interest expense | 2,839 | 1,265 | 6,319 | 4,014 |
Other income | (10,768) | (3,778) | (28,117) | (7,775) |
INCOME BEFORE INCOME TAXES | 57,930 | 76,270 | 321,058 | 315,400 |
Provision for income taxes | 21,017 | 27,356 | 113,564 | 118,192 |
NET INCOME | $ 36,913 | $ 48,914 | $ 207,494 | $ 197,208 |
EARNINGS PER COMMON SHARE: | ||||
Basic (in dollars per share) | $ 0.35 | $ 0.44 | $ 1.92 | $ 1.77 |
Diluted (in dollars per share) | $ 0.35 | $ 0.44 | $ 1.91 | $ 1.75 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic (in shares) | 105,466 | 110,607 | 108,027 | 111,328 |
Diluted (in shares) | 105,814 | 111,826 | 108,633 | 112,407 |
Cash dividends declared per common share (in dollars per share) | $ 0.17000 | $ 0.15125 | $ 0.51000 | $ 0.45375 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME | $ 36,913 | $ 48,914 | $ 207,494 | $ 197,208 |
OTHER COMPREHENSIVE (LOSS) INCOME: | ||||
Foreign currency translation adjustment, net of tax | (7) | (22) | 47 | 32 |
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME | (7) | (22) | 47 | 32 |
COMPREHENSIVE INCOME | $ 36,906 | $ 48,892 | $ 207,541 | $ 197,240 |
CONSOLIDATED BALANCE SHEETS - U
CONSOLIDATED BALANCE SHEETS - UNAUDITED - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 | Oct. 29, 2016 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 111,815 | $ 164,777 | $ 85,408 |
Accounts receivable, net | 88,979 | 75,199 | 121,189 |
Income taxes receivable | 72,911 | 2,307 | 32,583 |
Inventories, net | 2,178,495 | 1,638,632 | 2,092,402 |
Prepaid expenses and other current assets | 129,876 | 114,763 | 112,523 |
Total current assets | 2,582,076 | 1,995,678 | 2,444,105 |
Property and equipment, net | 1,679,872 | 1,522,574 | 1,492,274 |
Intangible assets, net | 144,896 | 140,835 | 137,155 |
Goodwill | 245,126 | 245,059 | 200,594 |
Other assets: | |||
Deferred income taxes | 10,425 | 45,927 | 5,345 |
Other | 122,519 | 108,223 | 102,733 |
Total other assets | 132,944 | 154,150 | 108,078 |
TOTAL ASSETS | 4,784,914 | 4,058,296 | 4,382,206 |
CURRENT LIABILITIES: | |||
Accounts payable | 1,061,776 | 755,537 | 1,031,587 |
Accrued expenses | 378,477 | 384,210 | 375,553 |
Deferred revenue and other liabilities | 161,193 | 203,788 | 146,585 |
Income taxes payable | 488 | 53,234 | 0 |
Current portion of other long-term debt and leasing obligations | 5,175 | 646 | 615 |
Total current liabilities | 1,607,109 | 1,397,415 | 1,554,340 |
LONG-TERM LIABILITIES: | |||
Revolving credit borrowings | 454,700 | 0 | 260,900 |
Other long-term debt and leasing obligations | 61,413 | 4,679 | 4,861 |
Deferred income taxes | 23,710 | 0 | 8,252 |
Deferred revenue and other liabilities | 764,996 | 726,713 | 683,988 |
Total long-term liabilities | 1,304,819 | 731,392 | 958,001 |
COMMITMENTS AND CONTINGENCIES | |||
STOCKHOLDERS' EQUITY: | |||
Additional paid-in capital | 1,166,370 | 1,130,830 | 1,114,622 |
Retained earnings | 2,106,086 | 1,956,066 | 1,882,934 |
Accumulated other comprehensive loss | (85) | (132) | (147) |
Treasury stock, at cost | (1,400,429) | (1,158,378) | (1,128,651) |
Total stockholders' equity | 1,872,986 | 1,929,489 | 1,869,865 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 4,784,914 | 4,058,296 | 4,382,206 |
Common Stock | |||
STOCKHOLDERS' EQUITY: | |||
Common stock | 797 | 856 | 860 |
Class B Common Stock | |||
STOCKHOLDERS' EQUITY: | |||
Common stock | $ 247 | $ 247 | $ 247 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED - 9 months ended Oct. 28, 2017 - USD ($) $ in Thousands | Total | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Common StockCommon Stock | Common StockClass B Common Stock |
BALANCE at Jan. 28, 2017 | $ 1,929,489 | $ 1,130,830 | $ 1,956,066 | $ (132) | $ (1,158,378) | $ 856 | $ 247 |
BALANCE (in shares) at Jan. 28, 2017 | 85,619,878 | 24,710,870 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Adjustment for cumulative effect from change in accounting principle (ASU 2016-16) | (1,744) | (1,744) | |||||
Exercise of stock options | 16,558 | 16,552 | $ 6 | ||||
Exercise of stock options (in shares) | 582,022 | ||||||
Restricted stock vested | 0 | (4) | $ 4 | ||||
Restricted stock vested (in shares) | 352,452 | ||||||
Minimum tax withholding requirements | (5,771) | (5,770) | $ (1) | ||||
Minimum tax withholding requirements (in shares) | (119,370) | ||||||
Net income | 207,494 | 207,494 | |||||
Stock-based compensation | 24,762 | 24,762 | |||||
Foreign currency translation adjustment, net of taxes of $28 | 47 | 47 | |||||
Purchase of shares for treasury | (242,119) | (242,051) | $ (68) | ||||
Purchase of shares for treasury (in shares) | (6,782,632) | ||||||
Cash dividends declared | (55,730) | (55,730) | |||||
BALANCE at Oct. 28, 2017 | $ 1,872,986 | $ 1,166,370 | $ 2,106,086 | $ (85) | $ (1,400,429) | $ 797 | $ 247 |
BALANCE (in shares) at Oct. 28, 2017 | 79,652,350 | 24,710,870 |
CONSOLIDATED STATEMENTS OF CHA6
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED (Parenthetical) $ in Thousands | 9 Months Ended |
Oct. 28, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Foreign currency translation adjustment, taxes | $ (28) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 28, 2017 | Oct. 29, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 207,494 | $ 197,208 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 166,521 | 149,131 |
Deferred income taxes | 59,145 | 2,618 |
Stock-based compensation | 24,762 | 24,746 |
Other non-cash items | 595 | 541 |
Changes in assets and liabilities: | ||
Accounts receivable | (18,145) | (38,002) |
Inventories | (539,863) | (565,215) |
Prepaid expenses and other assets | (20,847) | (10,931) |
Accounts payable | 316,602 | 342,369 |
Accrued expenses | 23,404 | 67,986 |
Income taxes payable / receivable | (123,350) | (58,841) |
Deferred construction allowances | 78,482 | 114,158 |
Deferred revenue and other liabilities | (49,258) | (32,686) |
Net cash provided by operating activities | 125,542 | 193,082 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (386,600) | (307,302) |
Acquisitions, net of cash acquired | (8,500) | (36,786) |
Deposits and purchases of other assets | (2,344) | (5,160) |
Net cash used in investing activities | (397,444) | (349,248) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Revolving credit borrowings | 2,431,200 | 1,738,200 |
Revolving credit repayments | (1,976,500) | (1,477,300) |
Proceeds from term loan | 62,492 | 0 |
Payments on other long-term debt and leasing obligations | (1,229) | (437) |
Construction allowance receipts | 0 | 0 |
Proceeds from exercise of stock options | 16,558 | 24,950 |
Minimum tax withholding requirements | (5,771) | (6,909) |
Cash paid for treasury stock | (242,119) | (116,006) |
Cash dividends paid to stockholders | (55,375) | (51,246) |
(Decrease) increase in bank overdraft | (10,363) | 11,354 |
Net cash provided by financing activities | 218,893 | 122,606 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 47 | 32 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (52,962) | (33,528) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 164,777 | 118,936 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 111,815 | 85,408 |
Supplemental disclosure of cash flow information: | ||
Accrued property and equipment | 44,593 | 60,309 |
Cash paid for interest | 5,002 | 3,038 |
Cash paid for income taxes | $ 180,067 | $ 179,930 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Oct. 28, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Dick's Sporting Goods, Inc. (together with its subsidiaries, referred to as "the Company", "we", "us" and "our" unless specified otherwise) is a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories through a blend of dedicated associates, in-store services and unique specialty shop-in-shops. The Company also owns and operates Golf Galaxy, Field & Stream, and Dick's Team Sports HQ. The Company offers its products through a content-rich eCommerce platform that is integrated with its store network and provides customers with the convenience and expertise of a 24-hour storefront. When used in this Quarterly Report on Form 10-Q, unless the context otherwise requires or otherwise specifies, any reference to "year" is to the Company's fiscal year. The accompanying unaudited consolidated financial statements have been prepared in accordance with the requirements for Quarterly Reports on Form 10-Q and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The interim consolidated financial statements are unaudited and have been prepared on the same basis as the annual audited consolidated financial statements. In the opinion of management, such unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the interim financial information. This unaudited interim financial information should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended January 28, 2017 as filed with the Securities and Exchange Commission on March 24, 2017 . Operating results for the 13 and 39 weeks ended October 28, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending February 3, 2018 or any other period. Reclassifications – Certain reclassifications have been made to prior year amounts within the Consolidated Statement of Cash Flows to conform to current year presentation. Recently Adopted Accounting Pronouncements Income Taxes In October 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-16, " Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ". This update requires the income tax consequences of intra-entity transfers of assets other than inventory to be recognized when the intra-entity transfer occurs rather than deferring recognition of income tax consequences until the transfer was made with an outside party. ASU 2016-16 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. Early application is permitted as of the beginning of the interim or annual reporting period. The Company elected to early adopt ASU 2016-16, with modified retrospective application, through a cumulative effect adjustment to retained earnings during the first quarter of fiscal 2017. Accordingly, $1.7 million was reclassified out of prepaid expenses and other current assets resulting in a cumulative effect adjustment of $1.7 million within fiscal 2017 retained earnings on the Company's Consolidated Balance Sheets and Consolidated Statement of Changes In Stockholders' Equity. Statement of Cash Flows In August 2016, the FASB issued ASU 2016-15, " Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) ". This update addresses eight specific cash flow topics with the objective of reducing the existing diversity in practice for certain aspects under Topic 230. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company elected to early adopt ASU 2016-15 during the first quarter of fiscal 2017. The adoption of this guidance did not have a significant impact on the Company's Consolidated Financial Statements. Stock Compensation In March 2016, the FASB issued ASU 2016-09, " Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ". This update simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company adopted ASU 2016-09 during the first quarter of fiscal 2017, on a prospective basis. The Company recorded an excess tax (deficiency) benefit during the 13 and 39 weeks ended October 28, 2017 of $(0.1) million and $0.7 million, respectively. Additionally, the Company elected to account for forfeitures as an estimate of the number of awards that are expected to vest, which is consistent with our accounting policy prior to adoption of ASU 2016-09. The Company adopted the provisions of ASU 2016-09 related to changes on the Consolidated Statements of Cash Flows on a retrospective basis. As a result, we no longer classify excess tax benefits as a financing activity, which increased net cash provided by operating activities and reduced net cash provided by financing activities by $8.6 million for the 39 weeks ended October 29, 2016. Additionally, employee taxes paid for shares withheld for income taxes are classified within financing activities on the Consolidated Statements of Cash Flows, which is consistent with the Company's treatment prior to the adoption of ASU 2016-09. Measurement of Inventory In July 2015, the FASB issued ASU 2015-11, " Simplifying the Measurement of Inventory ". This update requires an entity that determines the cost of inventory by methods other than last-in, first-out (LIFO) and the retail inventory method (RIM) to measure inventory at the lower of cost and net realizable value. ASU 2015-11 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company adopted ASU 2015-11 during the first quarter of fiscal 2017, with prospective application. The adoption of this guidance did not have a significant impact on the Company's Consolidated Financial Statements. Recently Issued Accounting Pronouncements Stock Compensation In May 2017, the FASB issued ASU 2017-09, " Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting ". This update clarifies the changes to terms or conditions of a share-based payment award that require an entity to apply modification accounting. ASU 2017-09 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. Early application is permitted and prospective application is required. The Company does not expect that the adoption of this guidance will have a significant impact on the Company's Consolidated Financial Statements. Intangibles - Goodwill and Other In January 2017, the FASB issued ASU 2017-04, " Intangibles - Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment ". This update modifies the concept of impairment and simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 is effective for interim or annual goodwill impairment tests during fiscal years beginning after December 15, 2019. Early application is permitted and prospective application is required. The Company does not expect that the adoption of this guidance will have a significant impact on the Company's Consolidated Financial Statements. Leases In February 2016, the FASB issued ASU 2016-02, " Leases (Topic 842) ". This update requires an entity to recognize lease assets and lease liabilities on the balance sheet and to disclose key information about the entity's leasing arrangements. ASU 2016-02 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018, with early application permitted. A modified retrospective approach is required. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on the Company's Consolidated Financial Statements but anticipates that it will result in significant right of use assets and related liabilities as all of the Company's retail locations and the majority of our supply chain facilities are currently categorized as operating leases. Contracts with Customers In May 2014, the FASB issued ASU 2014-09, " Revenue from Contracts with Customers ". This update requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the update (1) specifies the accounting for some costs to obtain or fulfill a contract with a customer and (2) expands disclosure requirements related to revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, " Revenue from Contracts with Customers - Deferral of the Effective Date ", which approved a one year deferral of ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Subsequent to the issuance of ASU 2014-09 and ASU 2015-14, the FASB has also issued additional ASU's to assist in clarifying guidance within ASU 2014-09. These updates permit the use of either the retrospective or cumulative effect transition method. Early application is permitted as of the original effective date for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Based upon our preliminary assessment, we do not expect the adoption of these ASU’s will have a material impact on our Consolidated Financial Statements. The Company has determined that the adoption of these ASU's will impact the timing of revenue recognition for gift card breakage. Gift card breakage is currently recognized at the point gift card redemption becomes remote. In accordance with these ASU's, the Company will recognize gift card breakage in proportion to the pattern of rights exercised by the customer. Additionally, the Company has assessed and determined that our revenue recognition practices related to our current vendor-direct sales arrangements, for which we are the principal and which therefore are recorded on a gross basis, will remain unchanged upon adoption. Based upon our preliminary assessment of potential impacts to the presentation of our Consolidated Financial Statements primarily related to sales return reserves, our customer loyalty program and certain other promotional programs, the Company expects to use a modified retrospective approach upon adoption of these ASU’s during the first quarter of fiscal 2018. The Company is continuing to evaluate the impact of the ASU's expanded disclosure requirements upon adoption. |
Store Closings
Store Closings | 9 Months Ended |
Oct. 28, 2017 | |
Store Closings [Abstract] | |
Store Closings | Store Closings The calculation of accrued store closing and relocation reserves primarily includes future minimum lease payments, maintenance costs and taxes from the date of closure or relocation to the end of the remaining lease term, net of contractual or estimated sublease income. The liability is discounted using a credit-adjusted, risk-free rate of interest. The assumptions used in the calculation of the accrued store closing and relocation reserves are evaluated each quarter. The following table summarizes the activity in fiscal 2017 and 2016 (in thousands): 39 Weeks Ended October 28, October 29, Accrued store closing and relocation reserves, beginning of period $ 17,531 $ 11,702 Expense charged to earnings 842 3,039 Cash payments (7,299 ) (4,121 ) Interest accretion and other changes in assumptions 748 (697 ) Accrued store closing and relocation reserves, end of period 11,822 9,923 Less: current portion of accrued store closing and relocation reserves (4,938 ) (4,623 ) Long-term portion of accrued store closing and relocation reserves $ 6,884 $ 5,300 |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Oct. 28, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share Basic earnings per common share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed based on the weighted average number of shares of common stock outstanding, plus the effect of dilutive potential common shares outstanding during the period, using the treasury stock method. Dilutive potential common shares are stock-based awards, which include outstanding stock options, restricted stock and warrants. The computations for basic and diluted earnings per common share are as follows (in thousands, except per share data): 13 Weeks Ended 39 Weeks Ended October 28, October 29, October 28, October 29, Net income $ 36,913 $ 48,914 $ 207,494 $ 197,208 Weighted average common shares outstanding - basic 105,466 110,607 108,027 111,328 Dilutive effect of stock-based awards 348 1,219 606 1,079 Weighted average common shares outstanding - diluted 105,814 111,826 108,633 112,407 Earnings per common share - basic $ 0.35 $ 0.44 $ 1.92 $ 1.77 Earnings per common share - diluted $ 0.35 $ 0.44 $ 1.91 $ 1.75 Anti-dilutive stock-based awards excluded from diluted calculation 4,178 921 3,581 2,129 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 28, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Accounting Standard Codification ("ASC") 820, " Fair Value Measurement and Disclosures ", outlines a valuation framework and creates a fair value hierarchy for assets and liabilities as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets measured at fair value on a recurring basis as of October 28, 2017 and January 28, 2017 are set forth in the table below (in thousands): Level 1 Description October 28, January 28, Assets: Deferred compensation plan assets held in trust (1) $ 77,057 $ 64,512 Total assets $ 77,057 $ 64,512 (1) Consists of investments in various mutual funds made by eligible individuals as part of the Company's deferred compensation plans. The fair value of cash and cash equivalents, accounts receivable, accounts payable, revolving credit borrowings and certain other liabilities approximated book value due to the short-term nature of these instruments at both October 28, 2017 and January 28, 2017 . The Company uses quoted prices in active markets to determine the fair value of the aforementioned assets determined to be Level 1 instruments. The Company's policy for recognition of transfers between levels of the fair value hierarchy is to recognize any transfer at the end of the fiscal quarter in which the determination to transfer was made. The Company did not transfer any assets or liabilities among the levels of the fair value hierarchy during the 39 weeks ended October 28, 2017 or the fiscal year ended January 28, 2017 . Additionally, the Company did not hold any Level 2 or Level 3 assets or liabilities during the 39 weeks ended October 28, 2017 or the fiscal year ended January 28, 2017 . |
Debt
Debt | 9 Months Ended |
Oct. 28, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Revolving Credit Agreement - On August 9, 2017, the Company entered into a five-year senior secured revolving credit facility (the "Credit Agreement") that amended and restated the Company's then existing credit facility. The Credit Agreement provides for a $1.25 billion revolving credit facility, including up to $150 million in the form of letters of credit, and allows the Company, subject to the satisfaction of certain conditions, to request an increase of up to $350 million in borrowing availability subject to existing or new lenders agreeing to provide such additional revolving commitments. Subject to specified conditions, the Credit Agreement matures on August 9, 2022. It is secured by a first priority security interest in certain property and assets, including receivables, inventory, deposit accounts, securities accounts and other personal property of the Company and is guaranteed by the Company's domestic subsidiaries. The annual interest rates applicable to loans under the Credit Agreement are, at the Company's option, equal to a base rate or an adjusted LIBOR rate plus, in each case, an applicable margin percentage. The applicable margin percentage for base rate loans is 0.125% to 0.375% and for adjusted LIBOR rate loans is 1.125% to 1.375% , depending on the borrowing availability of the Company. The Credit Agreement contains a covenant that requires the Company to maintain a minimum adjusted availability of 7.5% of its borrowing base. The Credit Agreement also contains certain covenants that could within specific predefined circumstances limit the Company's ability to, among other things: incur or guarantee additional indebtedness; pay distributions on, redeem or repurchase capital stock; redeem or repurchase subordinated debt; make certain investments; sell assets; or consolidate, merge or transfer all or substantially all of the Company's assets. Other than in certain limited conditions, the Company is permitted under the Credit Agreement to continue to pay dividends and repurchase shares pursuant to its stock repurchase program. Term Loan - On August 18, 2017, the Company financed the purchase of a corporate aircraft through a loan with Bank of America Leasing & Capital, LLC ("BOA") with a fixed interest rate of 3.41% payable in increments through December 2024 with a balloon payment of $29.3 million (the "BOA Loan"). The BOA Loan may be prepaid in full provided that the prepayment includes all accrued interest and a prepayment fee equal to 1% of the unpaid balance during the first year of the BOA Loan or a prepayment fee equal to 0.5% of the unpaid balance during the second year of the BOA Loan. No prepayment fee is required after the completion of the second year of the BOA Loan. Maturities on the BOA Loan total $4.5 million annually. |
Related Party Transaction
Related Party Transaction | 9 Months Ended |
Oct. 28, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Related Party Transaction On August 18, 2017, the Company agreed to acquire from EWS II, LLC, an entity owned by the Company's Chairman & Chief Executive Officer ("EWS"), the rights and obligations relating to the purchase of an aircraft by EWS from Gulfstream Aerospace Corporation ("Gulfstream"). The Company and EWS entered into an arrangement, pursuant to which the Company agreed to reimburse $62.8 million to EWS for principal payments previously made to Gulfstream for the aircraft purchase and for interest incurred in connection with the financing of the aircraft purchase and agreed to fund the final aircraft purchase price payment of $4.0 million to Gulfstream. The transaction was approved pursuant to the Company's Related Party Transaction Policy. This aircraft replaced an aircraft that came off lease earlier this year and an aircraft that the Company has classified as held-for-sale. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Oct. 28, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On November 9, 2017 , the Company's Board of Directors authorized and declared a quarterly cash dividend in the amount of $0.17 per share on the Company's common stock and Class B common stock payable on December 29, 2017 to stockholders of record as of the close of business on December 8, 2017 . |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Oct. 28, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reclassifications | Reclassifications – Certain reclassifications have been made to prior year amounts within the Consolidated Statement of Cash Flows to conform to current year presentation. |
Recently Adopted Accounting Pronouncements / Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements Income Taxes In October 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-16, " Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ". This update requires the income tax consequences of intra-entity transfers of assets other than inventory to be recognized when the intra-entity transfer occurs rather than deferring recognition of income tax consequences until the transfer was made with an outside party. ASU 2016-16 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. Early application is permitted as of the beginning of the interim or annual reporting period. The Company elected to early adopt ASU 2016-16, with modified retrospective application, through a cumulative effect adjustment to retained earnings during the first quarter of fiscal 2017. Accordingly, $1.7 million was reclassified out of prepaid expenses and other current assets resulting in a cumulative effect adjustment of $1.7 million within fiscal 2017 retained earnings on the Company's Consolidated Balance Sheets and Consolidated Statement of Changes In Stockholders' Equity. Statement of Cash Flows In August 2016, the FASB issued ASU 2016-15, " Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) ". This update addresses eight specific cash flow topics with the objective of reducing the existing diversity in practice for certain aspects under Topic 230. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company elected to early adopt ASU 2016-15 during the first quarter of fiscal 2017. The adoption of this guidance did not have a significant impact on the Company's Consolidated Financial Statements. Stock Compensation In March 2016, the FASB issued ASU 2016-09, " Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ". This update simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company adopted ASU 2016-09 during the first quarter of fiscal 2017, on a prospective basis. The Company recorded an excess tax (deficiency) benefit during the 13 and 39 weeks ended October 28, 2017 of $(0.1) million and $0.7 million, respectively. Additionally, the Company elected to account for forfeitures as an estimate of the number of awards that are expected to vest, which is consistent with our accounting policy prior to adoption of ASU 2016-09. The Company adopted the provisions of ASU 2016-09 related to changes on the Consolidated Statements of Cash Flows on a retrospective basis. As a result, we no longer classify excess tax benefits as a financing activity, which increased net cash provided by operating activities and reduced net cash provided by financing activities by $8.6 million for the 39 weeks ended October 29, 2016. Additionally, employee taxes paid for shares withheld for income taxes are classified within financing activities on the Consolidated Statements of Cash Flows, which is consistent with the Company's treatment prior to the adoption of ASU 2016-09. Measurement of Inventory In July 2015, the FASB issued ASU 2015-11, " Simplifying the Measurement of Inventory ". This update requires an entity that determines the cost of inventory by methods other than last-in, first-out (LIFO) and the retail inventory method (RIM) to measure inventory at the lower of cost and net realizable value. ASU 2015-11 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company adopted ASU 2015-11 during the first quarter of fiscal 2017, with prospective application. The adoption of this guidance did not have a significant impact on the Company's Consolidated Financial Statements. Recently Issued Accounting Pronouncements Stock Compensation In May 2017, the FASB issued ASU 2017-09, " Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting ". This update clarifies the changes to terms or conditions of a share-based payment award that require an entity to apply modification accounting. ASU 2017-09 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. Early application is permitted and prospective application is required. The Company does not expect that the adoption of this guidance will have a significant impact on the Company's Consolidated Financial Statements. Intangibles - Goodwill and Other In January 2017, the FASB issued ASU 2017-04, " Intangibles - Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment ". This update modifies the concept of impairment and simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 is effective for interim or annual goodwill impairment tests during fiscal years beginning after December 15, 2019. Early application is permitted and prospective application is required. The Company does not expect that the adoption of this guidance will have a significant impact on the Company's Consolidated Financial Statements. Leases In February 2016, the FASB issued ASU 2016-02, " Leases (Topic 842) ". This update requires an entity to recognize lease assets and lease liabilities on the balance sheet and to disclose key information about the entity's leasing arrangements. ASU 2016-02 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018, with early application permitted. A modified retrospective approach is required. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on the Company's Consolidated Financial Statements but anticipates that it will result in significant right of use assets and related liabilities as all of the Company's retail locations and the majority of our supply chain facilities are currently categorized as operating leases. Contracts with Customers In May 2014, the FASB issued ASU 2014-09, " Revenue from Contracts with Customers ". This update requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the update (1) specifies the accounting for some costs to obtain or fulfill a contract with a customer and (2) expands disclosure requirements related to revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, " Revenue from Contracts with Customers - Deferral of the Effective Date ", which approved a one year deferral of ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Subsequent to the issuance of ASU 2014-09 and ASU 2015-14, the FASB has also issued additional ASU's to assist in clarifying guidance within ASU 2014-09. These updates permit the use of either the retrospective or cumulative effect transition method. Early application is permitted as of the original effective date for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Based upon our preliminary assessment, we do not expect the adoption of these ASU’s will have a material impact on our Consolidated Financial Statements. The Company has determined that the adoption of these ASU's will impact the timing of revenue recognition for gift card breakage. Gift card breakage is currently recognized at the point gift card redemption becomes remote. In accordance with these ASU's, the Company will recognize gift card breakage in proportion to the pattern of rights exercised by the customer. Additionally, the Company has assessed and determined that our revenue recognition practices related to our current vendor-direct sales arrangements, for which we are the principal and which therefore are recorded on a gross basis, will remain unchanged upon adoption. Based upon our preliminary assessment of potential impacts to the presentation of our Consolidated Financial Statements primarily related to sales return reserves, our customer loyalty program and certain other promotional programs, the Company expects to use a modified retrospective approach upon adoption of these ASU’s during the first quarter of fiscal 2018. The Company is continuing to evaluate the impact of the ASU's expanded disclosure requirements upon adoption. |
Store Closings (Tables)
Store Closings (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Store Closings [Abstract] | |
Schedule of the entity's accrued store closing and relocation reserves | The following table summarizes the activity in fiscal 2017 and 2016 (in thousands): 39 Weeks Ended October 28, October 29, Accrued store closing and relocation reserves, beginning of period $ 17,531 $ 11,702 Expense charged to earnings 842 3,039 Cash payments (7,299 ) (4,121 ) Interest accretion and other changes in assumptions 748 (697 ) Accrued store closing and relocation reserves, end of period 11,822 9,923 Less: current portion of accrued store closing and relocation reserves (4,938 ) (4,623 ) Long-term portion of accrued store closing and relocation reserves $ 6,884 $ 5,300 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of the computations for basic and diluted earnings per common share | The computations for basic and diluted earnings per common share are as follows (in thousands, except per share data): 13 Weeks Ended 39 Weeks Ended October 28, October 29, October 28, October 29, Net income $ 36,913 $ 48,914 $ 207,494 $ 197,208 Weighted average common shares outstanding - basic 105,466 110,607 108,027 111,328 Dilutive effect of stock-based awards 348 1,219 606 1,079 Weighted average common shares outstanding - diluted 105,814 111,826 108,633 112,407 Earnings per common share - basic $ 0.35 $ 0.44 $ 1.92 $ 1.77 Earnings per common share - diluted $ 0.35 $ 0.44 $ 1.91 $ 1.75 Anti-dilutive stock-based awards excluded from diluted calculation 4,178 921 3,581 2,129 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | Assets measured at fair value on a recurring basis as of October 28, 2017 and January 28, 2017 are set forth in the table below (in thousands): Level 1 Description October 28, January 28, Assets: Deferred compensation plan assets held in trust (1) $ 77,057 $ 64,512 Total assets $ 77,057 $ 64,512 (1) Consists of investments in various mutual funds made by eligible individuals as part of the Company's deferred compensation plans. |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle | ||||
Provision for income taxes | $ 21,017 | $ 27,356 | $ 113,564 | $ 118,192 |
Accounting standards update 2016-16 | Retained earnings | ||||
New Accounting Pronouncements or Change in Accounting Principle | ||||
Prepaid expense and other assets | (1,700) | (1,700) | ||
Cumulative effect of new accounting principle in period of adoption | 1,700 | 1,700 | ||
Accounting standards update 2016-09, excess tax benefit component | ||||
New Accounting Pronouncements or Change in Accounting Principle | ||||
Provision for income taxes | $ 100 | $ (700) | ||
Accounting standards update 2016-09, taxes for withheld shares component | ||||
New Accounting Pronouncements or Change in Accounting Principle | ||||
Decrease to net cash provided by financing activities | (8,600) | |||
Increase to net cash provided by operating activites | $ 8,600 |
Store Closings (Details)
Store Closings (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 28, 2017 | Oct. 29, 2016 | |
Store Closings | ||
Accrued store closing and relocation reserves, beginning of period | $ 17,531 | $ 11,702 |
Expense charged to earnings | 842 | 3,039 |
Cash payments | (7,299) | (4,121) |
Interest accretion and other changes in assumptions | 748 | (697) |
Accrued store closing and relocation reserves, end of period | 11,822 | 9,923 |
Less: current portion of accrued store closing and relocation reserves | (4,938) | (4,623) |
Long-term portion of accrued store closing and relocation reserves | $ 6,884 | $ 5,300 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 36,913 | $ 48,914 | $ 207,494 | $ 197,208 |
Weighted average common shares outstanding - basic | 105,466 | 110,607 | 108,027 | 111,328 |
Dilutive effect of stock-based awards (in shares) | 348 | 1,219 | 606 | 1,079 |
Weighted average common shares outstanding - diluted | 105,814 | 111,826 | 108,633 | 112,407 |
Earnings per common share - basic (in dollars per share) | $ 0.35 | $ 0.44 | $ 1.92 | $ 1.77 |
Earnings per common share - diluted (in dollars per share) | $ 0.35 | $ 0.44 | $ 1.91 | $ 1.75 |
Anti-dilutive stock-based awards excluded from diluted calculation (in shares) | 4,178 | 921 | 3,581 | 2,129 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Level 1 - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 |
Fair Value Measurements | ||
Deferred compensation plan assets held in trust | $ 77,057 | $ 64,512 |
Total assets | $ 77,057 | $ 64,512 |
Revolving Credit Agreement (Det
Revolving Credit Agreement (Details) $ in Millions | Aug. 09, 2017USD ($) |
Revolving credit agreement | |
Debt | |
Credit facility borrowing capacity | $ 1,250 |
Adjusted availability of borrowing base (as a percent) | 7.50% |
Revolving credit agreement | Maximum | |
Debt | |
Credit facility borrowing capacity extension | $ 350 |
Revolving credit agreement | Base rate | Minimum | |
Debt | |
Interest rate margin (as a percent) | 0.125% |
Revolving credit agreement | Base rate | Maximum | |
Debt | |
Interest rate margin (as a percent) | 0.375% |
Revolving credit agreement | Adjusted LIBOR rate | Minimum | |
Debt | |
Interest rate margin (as a percent) | 1.125% |
Revolving credit agreement | Adjusted LIBOR rate | Maximum | |
Debt | |
Interest rate margin (as a percent) | 1.375% |
Letters of credit | |
Debt | |
Letters of credit maximum | $ 150 |
Term Loan (Details)
Term Loan (Details) - BOA Loan $ in Millions | Aug. 18, 2017USD ($) |
Debt | |
Fixed interest rate | 3.41% |
Balloon payment | $ 29.3 |
Prepayment fee first year | 1.00% |
Prepayment fee second year | 0.50% |
Prepayment fee after second year | 0.00% |
Annual maturities | $ 4.5 |
Related Party Transaction (Deta
Related Party Transaction (Details) - USD ($) $ in Thousands | Aug. 18, 2017 | Oct. 28, 2017 | Oct. 29, 2016 |
Related Party Transaction | |||
Capital expenditures | $ 386,600 | $ 307,302 | |
Asset Acquisition | |||
Related Party Transaction | |||
Principal payment reimbursement | $ 62,800 | ||
Asset Acquisition | |||
Related Party Transaction | |||
Capital expenditures | $ 4,000 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event | Nov. 09, 2017$ / shares |
Common Stock | |
Subsequent Event | |
Dividend amount (in dollars per share) | $ 0.17 |
Class B Common Stock | |
Subsequent Event | |
Dividend amount (in dollars per share) | $ 0.17 |