Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 29, 2023 | Aug. 18, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 29, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-31463 | |
Entity Registrant Name | DICK’S SPORTING GOODS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 16-1241537 | |
Entity Address, Address Line One | 345 Court Street | |
Entity Address, City or Town | Coraopolis | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 15108 | |
City Area Code | 724 | |
Local Phone Number | 273-3400 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | DKS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001089063 | |
Current Fiscal Year End Date | --02-03 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 61,452,503 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,570,633 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2023 | Jul. 30, 2022 | Jul. 29, 2023 | Jul. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 3,223,643 | $ 3,112,419 | $ 6,065,823 | $ 5,812,624 |
Cost of goods sold, including occupancy and distribution costs | 2,114,167 | 1,991,037 | 3,927,731 | 3,706,528 |
GROSS PROFIT | 1,109,476 | 1,121,382 | 2,138,092 | 2,106,096 |
Selling, general and administrative expenses | 775,590 | 657,368 | 1,469,494 | 1,272,661 |
Pre-opening expenses | 22,127 | 3,836 | 31,216 | 6,736 |
INCOME FROM OPERATIONS | 311,759 | 460,178 | 637,382 | 826,699 |
Interest expense | 14,384 | 25,494 | 29,427 | 51,136 |
Other (income) expense | (28,499) | 7,363 | (46,206) | 16,385 |
INCOME BEFORE INCOME TAXES | 325,874 | 427,321 | 654,161 | 759,178 |
Provision for income taxes | 81,543 | 108,819 | 105,181 | 180,117 |
NET INCOME | $ 244,331 | $ 318,502 | $ 548,980 | $ 579,061 |
EARNINGS PER COMMON SHARE: | ||||
Basic (in dollars per share) | $ 2.90 | $ 4.21 | $ 6.57 | $ 7.63 |
Diluted (in dollars per share) | $ 2.82 | $ 3.25 | $ 6.23 | $ 5.70 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic (in shares) | 84,142 | 75,610 | 83,607 | 75,895 |
Diluted (in shares) | 86,783 | 100,389 | 88,224 | 104,509 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2023 | Jul. 30, 2022 | Jul. 29, 2023 | Jul. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME | $ 244,331 | $ 318,502 | $ 548,980 | $ 579,061 |
OTHER COMPREHENSIVE LOSS | ||||
Foreign currency translation adjustment, net of tax | 68 | 4 | (25) | (3) |
TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | 68 | 4 | (25) | (3) |
COMPREHENSIVE INCOME | $ 244,399 | $ 318,506 | $ 548,955 | $ 579,058 |
CONSOLIDATED BALANCE SHEETS - U
CONSOLIDATED BALANCE SHEETS - UNAUDITED - USD ($) $ in Thousands | Jul. 29, 2023 | Jan. 28, 2023 | Jul. 30, 2022 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 1,901,903 | $ 1,924,386 | $ 1,895,521 |
Accounts receivable, net | 139,842 | 71,286 | 83,151 |
Income taxes receivable | 13,795 | 8,187 | 1,277 |
Inventories, net | 2,851,366 | 2,830,917 | 2,995,963 |
Prepaid expenses and other current assets | 115,138 | 128,410 | 100,761 |
Total current assets | 5,022,044 | 4,963,186 | 5,076,673 |
Property and equipment, net | 1,520,678 | 1,312,988 | 1,321,737 |
Operating lease assets | 2,269,101 | 2,138,366 | 2,071,084 |
Intangible assets, net | 62,993 | 60,364 | 85,553 |
Goodwill | 250,503 | 245,857 | 245,857 |
Deferred income taxes | 24,278 | 41,189 | 55,873 |
Other assets | 207,767 | 230,246 | 208,498 |
TOTAL ASSETS | 9,357,364 | 8,992,196 | 9,065,275 |
CURRENT LIABILITIES: | |||
Accounts payable | 1,320,662 | 1,206,066 | 1,489,321 |
Accrued expenses | 597,740 | 508,573 | 503,759 |
Operating lease liabilities | 499,189 | 546,755 | 482,195 |
Income taxes payable | 52,699 | 29,624 | 12,673 |
Deferred revenue and other liabilities | 305,389 | 350,428 | 294,003 |
Total current liabilities | 2,775,679 | 2,641,446 | 2,781,951 |
LONG-TERM LIABILITIES: | |||
Revolving credit borrowings | 0 | 0 | 0 |
Senior notes due 2032 and 2052 | 1,482,794 | 1,482,336 | 1,481,886 |
Convertible senior notes due 2025 | 0 | 58,271 | 368,478 |
Long-term operating lease liabilities | 2,276,037 | 2,117,773 | 2,096,410 |
Other long-term liabilities | 178,493 | 167,747 | 163,041 |
Total long-term liabilities | 3,937,324 | 3,826,127 | 4,109,815 |
COMMITMENTS AND CONTINGENCIES | |||
STOCKHOLDERS' EQUITY: | |||
Additional paid-in capital | 1,419,628 | 1,416,847 | 1,384,949 |
Retained earnings | 5,255,787 | 4,878,404 | 4,493,516 |
Accumulated other comprehensive loss | (277) | (252) | (85) |
Treasury stock, at cost | (4,031,615) | (3,771,197) | (3,705,629) |
Total stockholders' equity | 2,644,361 | 2,524,623 | 2,173,509 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 9,357,364 | 8,992,196 | 9,065,275 |
Common Stock | |||
STOCKHOLDERS' EQUITY: | |||
Common stock | 602 | 585 | 522 |
Class B Common Stock | |||
STOCKHOLDERS' EQUITY: | |||
Common stock | $ 236 | $ 236 | $ 236 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock Common Stock | Common Stock Class B Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive (Loss) Income | Treasury Stock |
BALANCE at Jan. 29, 2022 | $ 2,101,586 | $ (84,729) | $ 520 | $ 236 | $ 1,488,834 | $ (118,961) | $ 3,956,602 | $ 34,232 | $ (82) | $ (3,344,524) |
BALANCE (in shares) at Jan. 29, 2022 | 51,989,000 | 23,621,000 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net shares issued in connection with the exchange of convertible senior notes due 2025 and partial unwind of convertible bond hedge and warrants | 1,833,000 | |||||||||
Exchange of convertible senior notes due 2025 and partial unwind of convertible bond hedge and warrants | 3,811 | $ 18 | 3,793 | |||||||
Exercise of stock options (in shares) | 389,000 | |||||||||
Exercise of stock options | 12,665 | $ 4 | 12,661 | |||||||
Restricted stock vested (in shares) | 933,000 | |||||||||
Restricted stock vested | 0 | $ 9 | (9) | |||||||
Minimum tax withholding requirements (in shares) | (332,000) | |||||||||
Minimum tax withholding requirements | (33,287) | $ (3) | (33,284) | |||||||
Net income | 260,559 | 260,559 | ||||||||
Stock-based compensation | 15,177 | 15,177 | ||||||||
Foreign currency translation adjustment, net of taxes | (7) | (7) | ||||||||
Purchase of shares for treasury (in shares) | (417,000) | |||||||||
Purchase of shares for treasury | (42,227) | $ (4) | (42,223) | |||||||
Dividends, Common Stock, Cash | (38,942) | (38,942) | ||||||||
BALANCE at Apr. 30, 2022 | 2,194,606 | $ 544 | $ 236 | 1,368,211 | 4,212,451 | (89) | (3,386,747) | |||
BALANCE (in shares) at Apr. 30, 2022 | 54,395,000 | 23,621,000 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Foreign currency translation adjustment, taxes | $ 2 | |||||||||
Cash dividend declared per share (in dollars per share) | $ 0.4875 | |||||||||
BALANCE at Jan. 29, 2022 | $ 2,101,586 | $ (84,729) | $ 520 | $ 236 | 1,488,834 | $ (118,961) | 3,956,602 | $ 34,232 | (82) | (3,344,524) |
BALANCE (in shares) at Jan. 29, 2022 | 51,989,000 | 23,621,000 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income | 579,061 | |||||||||
BALANCE at Jul. 30, 2022 | 2,173,509 | $ 522 | $ 236 | 1,384,949 | 4,493,516 | (85) | (3,705,629) | |||
BALANCE (in shares) at Jul. 30, 2022 | 52,211,000 | 23,621,000 | ||||||||
BALANCE at Apr. 30, 2022 | 2,194,606 | $ 544 | $ 236 | 1,368,211 | 4,212,451 | (89) | (3,386,747) | |||
BALANCE (in shares) at Apr. 30, 2022 | 54,395,000 | 23,621,000 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net shares issued in connection with the exchange of convertible senior notes due 2025 and partial unwind of convertible bond hedge and warrants | 1,675,000 | |||||||||
Exchange of convertible senior notes due 2025 and partial unwind of convertible bond hedge and warrants | 5,767 | $ 17 | 5,750 | |||||||
Exercise of stock options (in shares) | 52,000 | |||||||||
Exercise of stock options | 1,332 | $ 1 | 1,331 | |||||||
Restricted stock vested (in shares) | 47,000 | |||||||||
Restricted stock vested | 0 | $ 0 | 0 | |||||||
Minimum tax withholding requirements (in shares) | (13,000) | |||||||||
Minimum tax withholding requirements | (1,860) | $ 0 | (1,860) | |||||||
Net income | 318,502 | 318,502 | ||||||||
Stock-based compensation | 11,517 | 11,517 | ||||||||
Foreign currency translation adjustment, net of taxes | 4 | 4 | ||||||||
Purchase of shares for treasury (in shares) | (3,945,000) | |||||||||
Purchase of shares for treasury | (318,922) | $ (40) | (318,882) | |||||||
Dividends, Common Stock, Cash | (37,437) | (37,437) | ||||||||
BALANCE at Jul. 30, 2022 | 2,173,509 | $ 522 | $ 236 | 1,384,949 | 4,493,516 | (85) | (3,705,629) | |||
BALANCE (in shares) at Jul. 30, 2022 | 52,211,000 | 23,621,000 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Foreign currency translation adjustment, taxes | $ (1) | |||||||||
Cash dividend declared per share (in dollars per share) | $ 0.4875 | |||||||||
BALANCE at Jan. 28, 2023 | $ 2,524,623 | $ 585 | $ 236 | 1,416,847 | 4,878,404 | (252) | (3,771,197) | |||
BALANCE (in shares) at Jan. 28, 2023 | 58,547,000 | 23,571,000 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Retirement of convertible senior notes due 2025 and termination of convertible bond hedge and warrants | 58,472 | $ 17 | 58,455 | |||||||
Retirement of convertible senior notes due 2025 and termination of convertible bond hedge and warrants (in shares) | 1,723,000 | |||||||||
Exercise of stock options (in shares) | 485,000 | |||||||||
Exercise of stock options | 12,370 | $ 5 | 12,365 | |||||||
Restricted stock vested (in shares) | 1,983,000 | |||||||||
Restricted stock vested | 0 | $ 20 | (20) | |||||||
Minimum tax withholding requirements (in shares) | (668,000) | |||||||||
Minimum tax withholding requirements | (94,695) | $ (6) | (94,689) | |||||||
Net income | 304,649 | 304,649 | ||||||||
Stock-based compensation | 12,809 | 12,809 | ||||||||
Foreign currency translation adjustment, net of taxes | (93) | (93) | ||||||||
Purchase of shares for treasury (in shares) | (418,000) | |||||||||
Purchase of shares for treasury | (57,701) | $ (4) | (57,697) | |||||||
Dividends, Common Stock, Cash | (86,264) | (86,264) | ||||||||
BALANCE at Apr. 29, 2023 | 2,674,170 | $ 617 | $ 236 | 1,405,767 | 5,096,789 | (345) | (3,828,894) | |||
BALANCE (in shares) at Apr. 29, 2023 | 61,652,000 | 23,571,000 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Foreign currency translation adjustment, taxes | $ 30 | |||||||||
Cash dividend declared per share (in dollars per share) | $ 1 | |||||||||
BALANCE at Jan. 28, 2023 | $ 2,524,623 | $ 585 | $ 236 | 1,416,847 | 4,878,404 | (252) | (3,771,197) | |||
BALANCE (in shares) at Jan. 28, 2023 | 58,547,000 | 23,571,000 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income | 548,980 | |||||||||
BALANCE at Jul. 29, 2023 | 2,644,361 | $ 602 | $ 236 | 1,419,628 | 5,255,787 | (277) | (4,031,615) | |||
BALANCE (in shares) at Jul. 29, 2023 | 60,183,000 | 23,571,000 | ||||||||
BALANCE at Apr. 29, 2023 | 2,674,170 | $ 617 | $ 236 | 1,405,767 | 5,096,789 | (345) | (3,828,894) | |||
BALANCE (in shares) at Apr. 29, 2023 | 61,652,000 | 23,571,000 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Exercise of stock options (in shares) | 53,000 | |||||||||
Exercise of stock options | 961 | $ 0 | 961 | |||||||
Restricted stock vested (in shares) | 64,000 | |||||||||
Restricted stock vested | 0 | $ 1 | (1) | |||||||
Minimum tax withholding requirements (in shares) | (16,000) | |||||||||
Minimum tax withholding requirements | (2,296) | $ 0 | (2,296) | |||||||
Net income | 244,331 | 244,331 | ||||||||
Stock-based compensation | 15,197 | 15,197 | ||||||||
Foreign currency translation adjustment, net of taxes | 68 | 68 | ||||||||
Purchase of shares for treasury (in shares) | (1,570,000) | |||||||||
Purchase of shares for treasury | (202,737) | $ (16) | (202,721) | |||||||
Dividends, Common Stock, Cash | (85,333) | (85,333) | ||||||||
BALANCE at Jul. 29, 2023 | 2,644,361 | $ 602 | $ 236 | $ 1,419,628 | $ 5,255,787 | $ (277) | $ (4,031,615) | |||
BALANCE (in shares) at Jul. 29, 2023 | 60,183,000 | 23,571,000 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Foreign currency translation adjustment, taxes | $ (22) | |||||||||
Cash dividend declared per share (in dollars per share) | $ 1 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 29, 2023 | Jul. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 548,980 | $ 579,061 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 168,900 | 164,269 |
Amortization of deferred financing fees and debt discount | 1,210 | 2,601 |
Deferred income taxes | 16,911 | 8,416 |
Stock-based compensation | 28,006 | 26,694 |
Other, net | (1,464) | 6,852 |
Changes in assets and liabilities: | ||
Accounts receivable | (30,311) | (28,971) |
Inventories | 16,254 | (698,354) |
Prepaid expenses and other assets | (10,088) | (9,430) |
Accounts payable | 14,404 | 189,082 |
Accrued expenses | 14,004 | (90,127) |
Income taxes payable / receivable | 17,671 | 877 |
Construction allowances provided by landlords | 30,995 | 29,273 |
Deferred revenue and other liabilities | (35,648) | (35,280) |
Operating lease assets and liabilities | (86,331) | (43,219) |
Net cash provided by operating activities | 693,493 | 101,744 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (248,560) | (167,693) |
Proceeds from sale of other assets | 27,500 | 14,261 |
Other investing activities | (47,719) | (17,580) |
Net cash used in investing activities | (268,779) | (171,012) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal paid in connection with exchange of convertible senior notes due 2025 | (137) | (200,000) |
Payments on finance lease obligations | (401) | (361) |
Proceeds from exercise of stock options | 13,332 | 13,997 |
Minimum tax withholding requirements | (96,992) | (35,147) |
Cash paid for treasury stock | (260,438) | (392,882) |
Cash dividends paid to stockholders | (189,110) | (82,937) |
Increase in bank overdraft | 86,574 | 18,917 |
Net cash used in financing activities | (447,172) | (678,413) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (25) | (3) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (22,483) | (747,684) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,924,386 | 2,643,205 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,901,903 | 1,895,521 |
Supplemental disclosure of cash flow information: | ||
Accrued property and equipment | 101,289 | 40,955 |
Cash paid for interest | 27,704 | 38,406 |
Cash paid for income taxes | 75,320 | 172,212 |
Accrued treasury stock | $ 0 | $ 6,501 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED - Parentheticals - USD ($) $ in Thousands | 3 Months Ended | |||
Jul. 29, 2023 | Apr. 29, 2023 | Jul. 30, 2022 | Apr. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Foreign currency translation adjustment, taxes | $ (22) | $ 30 | $ (1) | $ 2 |
Cash dividend declared per share (in dollars per share) | $ 1 | $ 1 | $ 0.4875 | $ 0.4875 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jul. 29, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and 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 teammates, in-store services and unique specialty shop-in-shops. In addition to DICK’S Sporting Goods stores, the Company also owns and operates Golf Galaxy, Public Lands, Moosejaw and Going Going Gone! specialty concept stores, and offers its products both online and through its mobile apps. The Company also owns and operates DICK’S House of Sport and Golf Galaxy Performance Center, as well as GameChanger, a youth sports mobile app for scheduling, communications, live scorekeeping and video streaming. 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. Basis of Presentation The accompanying unaudited condensed 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. The 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, 2023 as filed with the Securities and Exchange Commission on March 23, 2023. Operating results for the 13 and 26 weeks ended July 29, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending February 3, 2024 or any other period. Recently Adopted Accounting Pronouncement Supplier Finance Programs In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires that a buyer in a supplier finance program disclose the key terms of the programs along with information about obligations outstanding, including a roll-forward of those obligations. The Company adopted this ASU during the first quarter of fiscal 2023. The adoption did not have a significant impact on the Company’s financial condition, results of operations, cash flows or disclosures. The Company has entered into supply chain financing arrangements with third-party financial institutions, whereby suppliers have the opportunity to settle outstanding payment obligations early at a discount. The Company does not have an economic interest in suppliers’ voluntary participation and the Company does not provide any guarantees or pledge assets under these arrangements. The Company settles invoices with the third-party financial institutions in accordance with the original supplier payment terms. The Company’s rights and obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by these arrangements. Liabilities associated with the funded participation in these arrangements, which are presented within accounts payable |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jul. 29, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common ShareBasic 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, which include stock-based awards, such as restricted stock and stock options, and shares the Company could have been obligated to issue from its convertible senior notes due 2025 (“Convertible Senior Notes”) and warrants prior to their retirement in the first quarter of fiscal 2023. Dilutive potential common shares for the Company’s stock-based awards and warrants are determined using the treasury stock method, while the dilutive effect of the Convertible Senior Notes on the Company’s diluted earnings per common share was calculated using the “if-converted method.” Dilutive potential common shares are excluded from the computation of earnings per share if their effect is anti-dilutive. The computations for basic and diluted earnings per common share were as follows for the periods presented ( in thousands, except per share data) : 13 Weeks Ended 26 Weeks Ended July 29, July 30, July 29, July 30, Numerator: Numerator for basic earnings per common share - Net income $ 244,331 $ 318,502 $ 548,980 $ 579,061 Effect of dilutive securities Interest expense associated with Convertible Senior Notes, net of tax — 7,992 337 16,201 Numerator for diluted earnings per common share - Net income after the effect of dilutive securities $ 244,331 $ 326,494 $ 549,317 $ 595,262 Denominator: Weighted average common shares outstanding - basic 84,142 75,610 83,607 75,895 Dilutive effect of stock-based awards 2,641 4,922 3,325 5,476 Dilutive effect of warrants — 5,976 508 7,657 Dilutive effect of Convertible Senior Notes — 13,881 784 15,481 Weighted average common shares outstanding - diluted 86,783 100,389 88,224 104,509 Earnings per common share: Basic $ 2.90 $ 4.21 $ 6.57 $ 7.63 Diluted $ 2.82 $ 3.25 $ 6.23 $ 5.70 Stock-based awards excluded from diluted shares 312 542 222 278 The dilutive effect of the Convertible Senior Notes included shares that were designed to be offset at settlement by shares delivered from the bond hedge purchased by the Company. The shares provided by the bond hedge were anti-dilutive; accordingly, they were not treated as a reduction to diluted weighted average shares outstanding until received at settlement. In addition, the dilutive effect of the Convertible Senior Notes included shares related to the outstanding principal amount of the Convertible Senior Notes. Although the Company was required to assume that the Convertible Senior Notes would be settled in shares of its common stock in accordance with the “if-converted method” under U.S. GAAP, the Company settled the Convertible Senior Notes without dilutive effect, due to cash payments for principal, shares received from the convertible bond hedge and share repurchases to offset the share settlement of the remaining $59.1 million of principal during the first quarter of fiscal 2023. Refer to Note 5 – Convertible Senior Notes for further information. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 29, 2023 | |
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. Recurring The Company measures its deferred compensation plan assets held in trust at fair value on a recurring basis using Level 1 inputs. Such assets consist of investments in various mutual funds made by eligible individuals as part of the Company’s deferred compensation plans. As of July 29, 2023, January 28, 2023 and July 30, 2022, the fair value of the Company’s deferred compensation plans was $148.0 million, $133.5 million and $135.5 million, respectively, as determined by quoted prices in active markets. The Company discloses the fair value of its senior notes due 2032 and 2052 and Convertible Senior Notes using Level 2 inputs, which are based on quoted prices for similar or identical instruments in inactive markets, as follows (in thousands) : July 29, 2023 January 28, 2023 July 30, 2022 Carrying Value Fair Carrying Value Fair Carrying Value Fair Senior notes due 2032 $ 742,795 $ 609,518 $ 742,428 $ 613,403 $ 742,067 $ 615,495 Senior notes due 2052 $ 739,999 $ 509,813 $ 739,908 $ 525,120 $ 739,819 $ 518,640 Convertible Senior Notes (1) $ — $ — $ 58,271 $ 232,488 $ 368,478 $ 1,087,575 (1) The Company’s Convertible Senior Notes were fully retired on April 18, 2023. Due to their short-term nature, the fair value of cash and cash equivalents, accounts receivable, accounts payable and certain other liabilities approximated their carrying values at July 29, 2023, January 28, 2023 and July 30, 2022. Nonrecurring Assets and liabilities recognized or disclosed at fair value on a nonrecurring basis may include property and equipment, operating lease assets, goodwill and other intangible assets, equity and other assets. These assets are required to be assessed for impairment when events or circumstances indicate that the carrying value may not be recoverable, and at least annually, for goodwill and indefinite-lived intangible assets. In the event that an impairment is required, the asset is adjusted to fair value using Level 3 inputs. |
Leases
Leases | 6 Months Ended |
Jul. 29, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases substantially all of its stores, three of its distribution centers, and certain equipment and storage under non-cancellable operating leases that expire at various dates through 2039. The Company’s stores generally have initial lease terms of 10 to 15 years and contain multiple five-year renewal options and rent escalation provisions. The lease agreements are primarily for the payment of minimum annual rentals, costs of utilities, property taxes, maintenance, common areas and insurance. Supplemental cash flow information related to operating leases for the 26 weeks ended July 29, 2023 and July 30, 2022 were as follows ( in thousands ): 26 Weeks Ended July 29, July 30, Cash paid for amounts included in the measurement of operating lease liabilities $ 388,606 $ 332,406 Non-cash operating lease assets obtained in exchange for operating lease liabilities $ 426,237 $ 254,664 |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jul. 29, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior NotesOn April 18, 2023, the Company retired the remaining $59.1 million aggregate principal amount outstanding of its Convertible Senior Notes, substantially all of which was settled in shares of its common stock. The Company paid all accrued and unpaid interest as of April 18, 2023, and concurrently terminated the remaining proportionate amount of the bond hedge and warrant transactions. In connection with the retirement of the Convertible Senior Notes and termination of the bond hedge and the warrant transactions, the Company issued 1.7 million shares of its Company’s common stock and recorded $58.5 million to additional paid-in-capital. Accordingly, the Company no longer has outstanding Convertible Senior Notes. During the 13 and 26 weeks ended July 30, 2022, the Company recognized $10.8 million and $21.9 million of interest expense related to the Convertible Senior Notes, or $8.0 million and $16.2 million, net of tax, respectively. Interest expense included $6.6 million and $12.3 million of pre-tax inducement charges related to the exchange transactions during fiscal 2022, of which $0.7 million and $1.5 million, respectively, was attributed to non-cash amortization of issuance fees during the 13 and 26 weeks ended July 30, 2022. Following retirement of the Convertible Senior Notes in the first quarter of fiscal 2023, the Company did not incur any related interest expense during the 13 weeks ended July 29, 2023. During the 26 weeks ended July 29, 2023, the Company recognized $0.5 million of interest expense related to the Convertible Senior Notes. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 29, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company’s effective tax rate for the 13 and 26 weeks ended July 29, 2023 was 25.0% and 16.1%, respectively, as compared to 25.5% and 23.7% for the 13 and 26 weeks ended July 30, 2022, respectively. The effective tax rate for the current year-to-date period was favorably impacted by a $48.0 million increase in excess tax benefits, resulting from a higher number of employee equity awards vesting and exercised in the current period at a higher share price than the prior year period. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jul. 29, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventsOn August 21, 2023, the Company's Board of Directors authorized and declared a quarterly cash dividend in the amount of $1.00 per share on the Company's common stock and Class B common stock. The dividend is payable on September 29, 2023 to stockholders of record as of the close of business on September 15, 2023.On August 22, 2023, the Company announced a business optimization of its organization to better align its talent, organizational design and spending in support of its most critical strategies while also streamlining its overall cost structure. In connection with this business optimization, which is expected to be completed during fiscal 2023, the Company eliminated certain positions primarily at its customer support center on August 21, 2023 for which it expects to incur approximately $20 million of severance expense in the third quarter of 2023. Cash payments related to this expense are expected to be made over the next twelve months. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jul. 29, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jul. 29, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recently Adopted Accounting Pronouncement | Recently Adopted Accounting Pronouncement Supplier Finance Programs In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires that a buyer in a supplier finance program disclose the key terms of the programs along with information about obligations outstanding, including a roll-forward of those obligations. The Company adopted this ASU during the first quarter of fiscal 2023. The adoption did not have a significant impact on the Company’s financial condition, results of operations, cash flows or disclosures. The Company has entered into supply chain financing arrangements with third-party financial institutions, whereby suppliers have the opportunity to settle outstanding payment obligations early at a discount. The Company does not have an economic interest in suppliers’ voluntary participation and the Company does not provide any guarantees or pledge assets under these arrangements. The Company settles invoices with the third-party financial institutions in accordance with the original supplier payment terms. The Company’s rights and obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by these arrangements. Liabilities associated with the funded participation in these arrangements, which are presented within accounts payable |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Table) | 6 Months Ended |
Jul. 29, 2023 | |
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 were as follows for the periods presented ( in thousands, except per share data) : 13 Weeks Ended 26 Weeks Ended July 29, July 30, July 29, July 30, Numerator: Numerator for basic earnings per common share - Net income $ 244,331 $ 318,502 $ 548,980 $ 579,061 Effect of dilutive securities Interest expense associated with Convertible Senior Notes, net of tax — 7,992 337 16,201 Numerator for diluted earnings per common share - Net income after the effect of dilutive securities $ 244,331 $ 326,494 $ 549,317 $ 595,262 Denominator: Weighted average common shares outstanding - basic 84,142 75,610 83,607 75,895 Dilutive effect of stock-based awards 2,641 4,922 3,325 5,476 Dilutive effect of warrants — 5,976 508 7,657 Dilutive effect of Convertible Senior Notes — 13,881 784 15,481 Weighted average common shares outstanding - diluted 86,783 100,389 88,224 104,509 Earnings per common share: Basic $ 2.90 $ 4.21 $ 6.57 $ 7.63 Diluted $ 2.82 $ 3.25 $ 6.23 $ 5.70 Stock-based awards excluded from diluted shares 312 542 222 278 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 29, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying values and estimated fair values of debt instruments | The Company discloses the fair value of its senior notes due 2032 and 2052 and Convertible Senior Notes using Level 2 inputs, which are based on quoted prices for similar or identical instruments in inactive markets, as follows (in thousands) : July 29, 2023 January 28, 2023 July 30, 2022 Carrying Value Fair Carrying Value Fair Carrying Value Fair Senior notes due 2032 $ 742,795 $ 609,518 $ 742,428 $ 613,403 $ 742,067 $ 615,495 Senior notes due 2052 $ 739,999 $ 509,813 $ 739,908 $ 525,120 $ 739,819 $ 518,640 Convertible Senior Notes (1) $ — $ — $ 58,271 $ 232,488 $ 368,478 $ 1,087,575 (1) The Company’s Convertible Senior Notes were fully retired on April 18, 2023. |
Leases (Table)
Leases (Table) | 6 Months Ended |
Jul. 29, 2023 | |
Leases [Abstract] | |
Other information related to operating leases | Supplemental cash flow information related to operating leases for the 26 weeks ended July 29, 2023 and July 30, 2022 were as follows ( in thousands ): 26 Weeks Ended July 29, July 30, Cash paid for amounts included in the measurement of operating lease liabilities $ 388,606 $ 332,406 Non-cash operating lease assets obtained in exchange for operating lease liabilities $ 426,237 $ 254,664 |
Description of Business and B_3
Description of Business and Basis of Presentation (Details) - USD ($) $ in Millions | Jul. 29, 2023 | Jan. 28, 2023 | Jul. 30, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Presentation on Consolidated Balance Sheets of liabilities under supply chain financing programs | Accounts payable | ||
Supply chain financing liability balance | $ 38.1 | $ 40.1 | $ 86.1 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Apr. 18, 2023 | Jul. 29, 2023 | Apr. 29, 2023 | Jul. 30, 2022 | Apr. 30, 2022 | Jul. 29, 2023 | Jul. 30, 2022 | |
Earnings Per Share [Abstract] | |||||||
Net income | $ 244,331 | $ 304,649 | $ 318,502 | $ 260,559 | $ 548,980 | $ 579,061 | |
Interest expense associated with Convertible Senior Notes, net of tax | 0 | 7,992 | 337 | 16,201 | |||
Numerator for diluted earnings per common share - Net income after the effect of dilutive securities | $ 244,331 | $ 326,494 | $ 549,317 | $ 595,262 | |||
Weighted average common shares outstanding - basic (in shares) | 84,142 | 75,610 | 83,607 | 75,895 | |||
Dilutive effect of stock-based awards (in shares) | 2,641 | 4,922 | 3,325 | 5,476 | |||
Dilutive effect of warrants (in shares) | 0 | 5,976 | 508 | 7,657 | |||
Dilutive effect of Convertible Senior Notes (in shares) | 0 | 13,881 | 784 | 15,481 | |||
Weighted average common shares outstanding - diluted (in shares) | 86,783 | 100,389 | 88,224 | 104,509 | |||
Earnings per common share (in dollars per share) - basic | $ 2.90 | $ 4.21 | $ 6.57 | $ 7.63 | |||
Earnings per common share (in dollars per share) - diluted | $ 2.82 | $ 3.25 | $ 6.23 | $ 5.70 | |||
Stock-based awards excluded from diluted shares | |||||||
Interest expense associated with Convertible Senior Notes, net of tax | $ 0 | $ 7,992 | $ 337 | $ 16,201 | |||
Basic (in shares) | 84,142 | 75,610 | 83,607 | 75,895 | |||
Dilutive effect of stock-based awards (in shares) | 2,641 | 4,922 | 3,325 | 5,476 | |||
Dilutive effect of warrants (in shares) | 0 | 5,976 | 508 | 7,657 | |||
Dilutive effect of Convertible Senior Notes (in shares) | 0 | 13,881 | 784 | 15,481 | |||
Basic (in dollars per share) | $ 2.90 | $ 4.21 | $ 6.57 | $ 7.63 | |||
Diluted (in dollars per share) | $ 2.82 | $ 3.25 | $ 6.23 | $ 5.70 | |||
Share-based Payment Arrangement | |||||||
Stock-based awards excluded from diluted shares | |||||||
Stock-based awards excluded from diluted shares (in shares) | 312 | 542 | 222 | 278 | |||
Convertible Senior Notes | |||||||
Earnings Per Share [Abstract] | |||||||
Interest expense associated with Convertible Senior Notes, net of tax | $ 8,000 | $ 16,200 | |||||
Stock-based awards excluded from diluted shares | |||||||
Remaining principal amount of Convertible Senior Notes that was fully retired | $ 59,100 | ||||||
Interest expense associated with Convertible Senior Notes, net of tax | $ 8,000 | $ 16,200 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Jul. 29, 2023 | Jan. 28, 2023 | Jul. 30, 2022 |
Level 1 | |||
Fair Value Measurements | |||
Deferred compensation plan assets held in trust | $ 148 | $ 133.5 | $ 135.5 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Carrying and Estimated Fair Value (Details) - USD ($) $ in Thousands | Jul. 29, 2023 | Jan. 28, 2023 | Jul. 30, 2022 |
Carrying Value | |||
Convertible Senior Notes | $ 0 | $ 58,271 | $ 368,478 |
Senior notes | 1,482,794 | 1,482,336 | 1,481,886 |
Fair Value, Recurring | Convertible Senior Notes | |||
Carrying Value | |||
Convertible Senior Notes | 0 | 58,271 | 368,478 |
Fair Value, Recurring | Convertible Senior Notes | Level 2 | |||
Fair Value | |||
Convertible Senior Notes | 0 | 232,488 | 1,087,575 |
Fair Value, Recurring | Senior notes due 2032 | |||
Carrying Value | |||
Senior notes | 742,795 | 742,428 | 742,067 |
Fair Value, Recurring | Senior notes due 2032 | Level 2 | |||
Fair Value | |||
Senior notes due 2023 and 2052 | 609,518 | 613,403 | 615,495 |
Fair Value, Recurring | Senior notes due 2052 | |||
Carrying Value | |||
Senior notes | 739,999 | 739,908 | 739,819 |
Fair Value, Recurring | Senior notes due 2052 | Level 2 | |||
Fair Value | |||
Senior notes due 2023 and 2052 | $ 509,813 | $ 525,120 | $ 518,640 |
Leases (Details)
Leases (Details) $ in Thousands | 6 Months Ended | |
Jul. 29, 2023 USD ($) DistributionCenter | Jul. 30, 2022 USD ($) | |
Leases | ||
Number of distribution centers leased | DistributionCenter | 3 | |
Additional renewal period | 5 years | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 388,606 | $ 332,406 |
Non-cash operating lease assets obtained in exchange for operating lease liabilities | $ 426,237 | $ 254,664 |
Minimum | ||
Leases | ||
Initial tenure of operating leases | 10 years | |
Maximum | ||
Leases | ||
Initial tenure of operating leases | 15 years |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | |||||
Apr. 18, 2023 | Jul. 29, 2023 | Apr. 29, 2023 | Jul. 30, 2022 | Jul. 29, 2023 | Jul. 30, 2022 | Jan. 28, 2023 | |
Convertible Senior Notes | |||||||
Amortization of deferred financing fees and debt discount | $ 1,210 | $ 2,601 | |||||
Interest expense associated with Convertible Senior Notes, net of tax | $ 0 | $ 7,992 | 337 | 16,201 | |||
Impact to additional paid-in-capital in connection with Convertible Senior Notes retirement | $ 58,472 | ||||||
Convertible senior notes due 2025 | 0 | 368,478 | 0 | 368,478 | $ 58,271 | ||
Convertible Senior Notes | |||||||
Convertible Senior Notes | |||||||
Inducement charge | 6,600 | 12,300 | |||||
Amortization of deferred financing fees and debt discount | 700 | 1,500 | |||||
Interest expenses related to Convertible Senior Notes | $ 0 | 10,800 | $ 500 | 21,900 | |||
Interest expense associated with Convertible Senior Notes, net of tax | $ 8,000 | $ 16,200 | |||||
Remaining principal amount of Convertible Senior Notes that was fully retired | $ 59,100 | ||||||
Net shares issued in connection with Convertible Senior Notes retirement (in shares) | 1.7 | ||||||
Impact to additional paid-in-capital in connection with Convertible Senior Notes retirement | $ 58,500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2023 | Jul. 30, 2022 | Jul. 29, 2023 | Jul. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate (as a percent) | 25% | 25.50% | 16.10% | 23.70% |
Comparative impact of excess tax benefit related to share-based compensation | $ 48 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions | Aug. 22, 2023 | Aug. 21, 2023 |
Business Optimization Plan | Employee Severance | ||
Subsequent Event | ||
Restructuring and Related Cost, Expected Cost | $ 20 | |
Common Stock | ||
Subsequent Event | ||
Dividend amount (in dollars per share) | $ 1 | |
Class B Common Stock | ||
Subsequent Event | ||
Dividend amount (in dollars per share) | $ 1 |