Cover
Cover - shares | 6 Months Ended | |
Jun. 26, 2021 | Jul. 24, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | true | |
Document Period End Date | Jun. 26, 2021 | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | false | |
Entity File Number | 000-23314 | |
Entity Registrant Name | TRACTOR SUPPLY CO /DE/ | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-3139732 | |
Entity Address, Street Address | 5401 Virginia Way | |
Entity Address, City | Brentwood | |
Entity Address, State | TN | |
Entity Address, Postal Zip Code | 37027 | |
City Area Code | 615 | |
Local Phone Number | 440-4000 | |
Title of 12(b) Security | Common Stock, $0.008 par value | |
Trading Symbol | TSCO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0000916365 | |
Entity Common Stock, Shares Outstanding | 114,338,347 | |
Current Fiscal Year End Date | --12-26 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 | Jun. 27, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 1,412,001 | $ 1,341,756 | $ 1,206,366 |
Inventories | 1,992,824 | 1,783,270 | 1,688,508 |
Prepaid expenses and other current assets | 162,318 | 133,659 | 135,238 |
Total current assets | 3,567,143 | 3,258,685 | 3,030,112 |
Property and equipment, net | 1,333,852 | 1,248,960 | 1,148,225 |
Operating lease right-of-use assets | 2,675,030 | 2,423,881 | 2,268,623 |
Goodwill and other intangible assets | 55,520 | 55,520 | 124,492 |
Deferred Tax Assets, Deferred Income | 18,772 | 31,586 | 12,866 |
Other assets | 37,571 | 30,484 | 26,757 |
Total assets | 7,687,888 | 7,049,116 | 6,611,075 |
Current liabilities: | |||
Accounts payable | 1,221,911 | 976,096 | 1,003,697 |
Accrued employee compensation | 84,810 | 119,701 | 77,419 |
Other accrued expenses | 381,836 | 324,813 | 270,463 |
Current portion of long-term debt | 0 | 0 | 380,000 |
Current portion of finance lease liabilities | 4,771 | 4,554 | 4,319 |
Current portion of operating lease liabilities | 306,125 | 298,696 | 287,326 |
Income taxes payable | 84,078 | 19,938 | 133,830 |
Total current liabilities | 2,083,531 | 1,743,798 | 2,157,054 |
Long-term debt | 985,353 | 984,324 | 536,051 |
Finance lease liabilities, less current portion | 30,672 | 33,096 | 32,093 |
Operating lease liabilities, less current portion | 2,488,088 | 2,220,904 | 2,087,934 |
Other long-term liabilities | 120,131 | 143,154 | 102,213 |
Total liabilities | 5,707,775 | 5,125,276 | 4,915,345 |
Stockholders’ equity: | |||
Preferred stock | 0 | 0 | 0 |
Common stock | 1,410 | 1,401 | 1,396 |
Additional paid-in capital | 1,175,123 | 1,095,500 | 1,024,089 |
Treasury stock | (3,813,667) | (3,356,953) | (3,277,215) |
Accumulated other comprehensive loss | (798) | (3,243) | (6,335) |
Retained earnings | 4,618,045 | 4,187,135 | 3,953,795 |
Total stockholders’ equity | 1,980,113 | 1,923,840 | 1,695,730 |
Total liabilities and stockholders’ equity | $ 7,687,888 | $ 7,049,116 | $ 6,611,075 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 26, 2021 | Dec. 26, 2020 | Jun. 27, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred Stock, Par or Stated Value Per Share | $ 1 | $ 1 | $ 1 |
Preferred Stock, Shares Authorized | 40,000 | 40,000 | 40,000 |
Preferred Stock, Shares Issued | 0 | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.008 | $ 0.008 | $ 0.008 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 176,223,000 | 175,128,000 | 174,476,000 |
Common Stock, Shares, Outstanding | 114,623,000 | 116,246,000 | 116,180,000 |
Treasury Stock, Shares | 61,600,000 | 58,882,000 | 58,296,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 3,601,559 | $ 3,176,327 | $ 6,393,895 | $ 5,135,515 |
Cost of merchandise sold | 2,314,074 | 2,019,514 | 4,122,630 | 3,317,453 |
Gross profit | 1,287,485 | 1,156,813 | 2,271,265 | 1,818,062 |
Selling, general and administrative expenses | 736,749 | 656,520 | 1,429,939 | 1,153,795 |
Depreciation and amortization | 64,853 | 52,547 | 124,907 | 103,983 |
Operating income | 485,883 | 447,746 | 716,419 | 560,284 |
Interest expense, net | 6,701 | 8,438 | 13,922 | 13,487 |
Income before income taxes | 479,182 | 439,308 | 702,497 | 546,797 |
Income tax expense | 109,160 | 100,630 | 151,121 | 124,342 |
Net income | $ 370,022 | $ 338,678 | $ 551,376 | $ 422,455 |
Net income per share – basic | $ 3.21 | $ 2.92 | $ 4.77 | $ 3.63 |
Net income per share – diluted | $ 3.19 | $ 2.90 | $ 4.73 | $ 3.61 |
Weighted average shares outstanding: | ||||
Basic | 115,133 | 115,912 | 115,643 | 116,325 |
Diluted | 116,091 | 116,812 | 116,659 | 117,122 |
Dividends declared per common share outstanding | $ 0.52 | $ 0.35 | $ 1.04 | $ 0.70 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 370,022 | $ 338,678 | $ 551,376 | $ 422,455 |
Change in fair value of interest rate swaps, net of taxes | 320 | (1,284) | 2,445 | (6,534) |
Total other comprehensive income/(loss) | 320 | (1,284) | 2,445 | (6,534) |
Total comprehensive income | $ 370,342 | $ 337,394 | $ 553,821 | $ 415,921 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) Statement - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accum. Other Comp. (Loss)/Income | Retained Earnings |
Beginning balance, shares outstanding (in shares) at Dec. 28, 2019 | 118,165 | |||||
Beginning balance, Stockholders' equity at Dec. 28, 2019 | $ 1,567,123 | $ 1,389 | $ 966,698 | $ (3,013,996) | $ 199 | $ 3,612,833 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance under stock award plans & ESPP (in shares) | 280 | |||||
Common stock issuance under stock award plans & ESPP | 10,603 | $ 2 | 10,601 | |||
Share-based compensation | 6,945 | 6,945 | ||||
Repurchase of shares to satisfy tax obligations | (5,407) | (5,407) | ||||
Repurchase of common stock, shares (in shares) | (2,853) | |||||
Repurchase of common stock | (263,219) | (263,219) | ||||
Dividends paid | (40,849) | (40,849) | ||||
Change in fair value of interest rate swaps, net of taxes | (5,250) | (5,250) | ||||
Net income | 83,777 | 83,777 | ||||
Ending balance, shares outstanding (in shares) at Mar. 28, 2020 | 115,592 | |||||
Ending balance, Stockholders' equity at Mar. 28, 2020 | 1,353,723 | $ 1,391 | 978,837 | (3,277,215) | (5,051) | 3,655,761 |
Beginning balance, shares outstanding (in shares) at Dec. 28, 2019 | 118,165 | |||||
Beginning balance, Stockholders' equity at Dec. 28, 2019 | 1,567,123 | $ 1,389 | 966,698 | (3,013,996) | 199 | 3,612,833 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Repurchase of shares to satisfy tax obligations | (7,391) | |||||
Repurchase of common stock | (263,219) | |||||
Dividends paid | (81,493) | |||||
Change in fair value of interest rate swaps, net of taxes | (6,534) | |||||
Net income | 422,455 | |||||
Ending balance, shares outstanding (in shares) at Jun. 27, 2020 | 116,180 | |||||
Ending balance, Stockholders' equity at Jun. 27, 2020 | 1,695,730 | $ 1,396 | 1,024,089 | (3,277,215) | (6,335) | 3,953,795 |
Beginning balance, shares outstanding (in shares) at Mar. 28, 2020 | 115,592 | |||||
Beginning balance, Stockholders' equity at Mar. 28, 2020 | 1,353,723 | $ 1,391 | 978,837 | (3,277,215) | (5,051) | 3,655,761 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance under stock award plans & ESPP (in shares) | 588 | |||||
Common stock issuance under stock award plans & ESPP | 39,737 | $ 5 | 39,732 | |||
Share-based compensation | 7,504 | 7,504 | ||||
Repurchase of shares to satisfy tax obligations | (1,984) | (1,984) | ||||
Repurchase of common stock, shares (in shares) | 0 | |||||
Repurchase of common stock | 0 | 0 | ||||
Dividends paid | (40,644) | (40,644) | ||||
Change in fair value of interest rate swaps, net of taxes | (1,284) | (1,284) | ||||
Net income | 338,678 | 338,678 | ||||
Ending balance, shares outstanding (in shares) at Jun. 27, 2020 | 116,180 | |||||
Ending balance, Stockholders' equity at Jun. 27, 2020 | 1,695,730 | $ 1,396 | 1,024,089 | (3,277,215) | (6,335) | 3,953,795 |
Beginning balance, shares outstanding (in shares) at Dec. 26, 2020 | 116,246 | |||||
Beginning balance, Stockholders' equity at Dec. 26, 2020 | 1,923,840 | $ 1,401 | 1,095,500 | (3,356,953) | (3,243) | 4,187,135 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance under stock award plans & ESPP (in shares) | 941 | |||||
Common stock issuance under stock award plans & ESPP | 58,708 | $ 8 | 58,700 | |||
Share-based compensation | 12,318 | 12,318 | ||||
Repurchase of shares to satisfy tax obligations | (12,067) | (12,067) | ||||
Repurchase of common stock, shares (in shares) | (1,600) | |||||
Repurchase of common stock | (253,409) | (253,409) | ||||
Dividends paid | (60,570) | (60,570) | ||||
Change in fair value of interest rate swaps, net of taxes | 2,125 | 2,125 | ||||
Net income | 181,354 | 181,354 | ||||
Ending balance, shares outstanding (in shares) at Mar. 27, 2021 | 115,587 | |||||
Ending balance, Stockholders' equity at Mar. 27, 2021 | 1,852,299 | $ 1,409 | 1,154,451 | (3,610,362) | (1,118) | 4,307,919 |
Beginning balance, shares outstanding (in shares) at Dec. 26, 2020 | 116,246 | |||||
Beginning balance, Stockholders' equity at Dec. 26, 2020 | 1,923,840 | $ 1,401 | 1,095,500 | (3,356,953) | (3,243) | 4,187,135 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Repurchase of shares to satisfy tax obligations | (13,588) | |||||
Repurchase of common stock | (456,714) | |||||
Dividends paid | (120,466) | |||||
Change in fair value of interest rate swaps, net of taxes | 2,445 | |||||
Net income | 551,376 | |||||
Ending balance, shares outstanding (in shares) at Jun. 26, 2021 | 114,623 | |||||
Ending balance, Stockholders' equity at Jun. 26, 2021 | 1,980,113 | $ 1,410 | 1,175,123 | (3,813,667) | (798) | 4,618,045 |
Beginning balance, shares outstanding (in shares) at Mar. 27, 2021 | 115,587 | |||||
Beginning balance, Stockholders' equity at Mar. 27, 2021 | 1,852,299 | $ 1,409 | 1,154,451 | (3,610,362) | (1,118) | 4,307,919 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance under stock award plans & ESPP (in shares) | 154 | |||||
Common stock issuance under stock award plans & ESPP | 11,318 | $ 1 | 11,317 | |||
Share-based compensation | 10,876 | 10,876 | ||||
Repurchase of shares to satisfy tax obligations | (1,521) | (1,521) | ||||
Repurchase of common stock, shares (in shares) | (1,118) | |||||
Repurchase of common stock | (203,305) | (203,305) | ||||
Dividends paid | (59,896) | (59,896) | ||||
Change in fair value of interest rate swaps, net of taxes | 320 | 320 | ||||
Net income | 370,022 | 370,022 | ||||
Ending balance, shares outstanding (in shares) at Jun. 26, 2021 | 114,623 | |||||
Ending balance, Stockholders' equity at Jun. 26, 2021 | $ 1,980,113 | $ 1,410 | $ 1,175,123 | $ (3,813,667) | $ (798) | $ 4,618,045 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 551,376 | $ 422,455 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 124,907 | 103,983 |
Loss/(gain) on disposition of property and equipment | 3,752 | (342) |
Share-based compensation expense | 23,194 | 14,449 |
Deferred income taxes | 12,814 | (13,019) |
Change in assets and liabilities: | ||
Inventories | (209,554) | (85,727) |
Prepaid expenses and other current assets | (28,659) | (34,373) |
Accounts payable | 245,815 | 360,661 |
Accrued employee compensation | (34,891) | 37,664 |
Other accrued expenses | 59,247 | 24,908 |
Income taxes | 64,140 | 127,846 |
Other | (3,234) | 34,633 |
Net cash provided by operating activities | 808,907 | 993,138 |
Cash flows from investing activities: | ||
Capital expenditures | (216,029) | (86,624) |
Proceeds from sale of property and equipment | 316 | 646 |
Net cash used in investing activities | (215,713) | (85,978) |
Cash flows from financing activities: | ||
Borrowings under debt facilities | 0 | 1,159,000 |
Repayments under debt facilities | 0 | (639,000) |
Debt discounts and issuance costs | 0 | (1,237) |
Principal payments under finance lease liabilities | (2,207) | (2,035) |
Repurchase of shares to satisfy tax obligations | (13,588) | (7,391) |
Repurchase of common stock | (456,714) | (263,219) |
Net proceeds from issuance of common stock | 70,026 | 50,340 |
Cash dividends paid to stockholders | (120,466) | (81,493) |
Net cash (used in)/provided by financing activities | (522,949) | 214,965 |
Net change in cash and cash equivalents | 70,245 | 1,122,125 |
Cash and cash equivalents at beginning of period | 1,341,756 | 84,241 |
Cash and cash equivalents at end of period | 1,412,001 | 1,206,366 |
Cash paid during the period for: | ||
Interest | 11,626 | 10,587 |
Income taxes | 74,457 | 6,825 |
Supplemental disclosures of non-cash activities: | ||
Non-cash accruals for property and equipment | 10,418 | 5,789 |
Increase of operating lease assets and liabilities from new or modified leases | 404,100 | 219,105 |
Increase of finance lease assets and liabilities from new or modified leases | $ 0 | $ 4,022 |
General
General | 6 Months Ended |
Jun. 26, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General: Nature of Business Founded in 1938, Tractor Supply Company (the “Company” or “we” or “our” or “us”) is the largest rural lifestyle retailer in the United States (“U.S.”). The Company is focused on supplying the needs of recreational farmers, ranchers, and all those who enjoy living the rural lifestyle (which we refer to as the “ Out Here ” lifestyle), as well as tradesmen and small businesses. Our stores are located primarily in towns outlying major metropolitan markets and in rural communities. The Company also owns and operates Petsense, LLC (“Petsense”), a small-box pet specialty supply retailer focused on meeting the needs of pet owners, primarily in small and mid-sized communities, and offering a variety of pet products and services. At June 26, 2021, the Company operated a total of 2,129 retail stores in 49 states (1,955 Tractor Supply and Del’s retail stores and 174 Petsense retail stores) and also offered an expanded assortment of products through the Tractor Supply Company mobile application and online at TractorSupply.com and Petsense.com . On February 17, 2021, the Company announced that it has entered into an agreement to acquire all of the outstanding equity interests of Orscheln Farm and Home, LLC, a farm and ranch retailer with 167 retail stores in 11 states, in an all-cash transaction for approximately $320 million. The Company intends to fund the acquisition through cash-on-hand. The acquisition is conditioned on the receipt of regulatory clearance and satisfactory completion of customary closing conditions. Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 26, 2020. The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year. COVID-19 Pandemic The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations. As a result, if the pandemic persists or worsens, our accounting estimates and assumptions could be impacted in subsequent interim reports and upon final determination at year-end, and it is reasonably possible such changes could be significant (although the potential effects cannot be estimated at this time). |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 26, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments:Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.The Company’s financial instruments consist of cash and cash equivalents, short-term receivables, trade payables, debt instruments, and interest rate swaps. Due to their short-term nature, the carrying values of cash and cash equivalents, short-term receivables, and trade payables approximate current fair value at each balance sheet date. As described in further detail in Note 5 to the Condensed Consolidated Financial Statements, the Company had $1.0 billion in borrowings under its debt facilities at June 26, 2021 and December 26, 2020, and $917.5 million in borrowings under its debt facilities at June 27, 2020. Based on market interest rates (Level 2 inputs), the carrying value of borrowings in our debt facilities approximates fair value for each period reported. The fair value of the Company’s interest rate swaps is determined based on the present value of expected future cash flows using forward rate curves (a Level 2 input). As described in further detail in Note 6 to the Condensed Consolidated Financial Statements, the fair value of the interest rate swaps, excluding accrued interest, was a net liability of $1.1 million, $4.4 million, and $8.5 million at June 26, 2021, December 26, 2020, and June 27, 2020, respectively. |
Share Based Compensation
Share Based Compensation | 6 Months Ended |
Jun. 26, 2021 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Share Based Compensation | Share-Based Compensation: Share-based compensation includes stock options, restricted stock units, performance-based restricted share units, and transactions under our Employee Stock Purchase Plan (the “ESPP”). Share-based compensation expense is recognized based on grant date fair value of all stock options, restricted stock units, and performance-based restricted share units plus a 15% discount on shares purchased by employees as a part of the ESPP. The discount under the ESPP represents the difference between the purchase date market value and the employee’s purchase price. There were no significant modifications to the Company’s share-based compensation plans during the fiscal six months ended June 26, 2021. Share-based compensation expense was $10.9 million and $7.5 million for the second quarter of fiscal 2021 and 2020, respectively, and $23.2 million and $14.4 million for the first six months of fiscal 2021 and 2020, respectively. Stock Options The following table summarizes information concerning stock option grants during the first six months of fiscal 2021: Fiscal Six Months Ended June 26, 2021 Stock options granted 244,189 Weighted average exercise price $ 144.98 Weighted average grant date fair value per option $ 30.57 As of June 26, 2021, total unrecognized compensation expense related to non-vested stock options was approximately $11.8 million with a remaining weighted average expense recognition period of 2.1 years. Restricted Stock Units and Performance-Based Restricted Share Units The following table summarizes information concerning restricted stock unit and performance-based restricted share unit grants during the first six months of fiscal 2021: Fiscal Six Months Ended June 26, 2021 Restricted stock units granted 262,888 Performance-based restricted share units granted (a) 59,120 Weighted average grant date fair value per share $ 142.99 (a) Assumes 100% target level achievement of the relative performance targets. In the first six months of fiscal 2021, the Company granted performance-based restricted share unit awards that are subject to the achievement of specified performance goals. The performance metrics for the units are growth in net sales and growth in earnings per diluted share and also include a relative total shareholder return modifier. The number of performance-based restricted share units presented in the foregoing table represent the shares that can be achieved at the performance metric target value. The actual number of shares that will be issued under the performance-based restricted share unit awards, which may be higher or lower than the target, will be determined by the level of achievement of the performance goals and the relative total shareholder return modifier. If the performance targets are achieved, the units will be issued based on the achievement level, inclusive of the relative total shareholder return modifier, and the grant date fair value and will cliff vest in full on the third anniversary of the date of the grant. As of June 26, 2021, total unrecognized compensation expense related to non-vested restricted stock units and non-vested performance-based restricted share units was approximately $65.3 million with a remaining weighted average expense recognition period of 2.1 years. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 26, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share: The Company presents both basic and diluted net income per share on the Condensed Consolidated Statements of Income. Basic net income per share is calculated by dividing net income by the weighted average number of shares outstanding during the period. Diluted net income per share is calculated by dividing net income by the weighted average diluted shares outstanding during the period. Dilutive shares are computed using the treasury stock method for share-based awards. Performance-based restricted share units are included in diluted shares only if the related performance conditions are considered satisfied as of the end of the reporting period. Net income per share is calculated as follows (in thousands, except per share amounts): Fiscal Three Months Ended Fiscal Three Months Ended June 26, 2021 June 27, 2020 Income Shares Per Share Income Shares Per Share Basic net income per share: $ 370,022 115,133 $ 3.21 $ 338,678 115,912 $ 2.92 Dilutive effect of share-based awards — 958 (0.02) — 900 (0.02) Diluted net income per share: $ 370,022 116,091 $ 3.19 $ 338,678 116,812 $ 2.90 Fiscal Six Months Ended Fiscal Six Months Ended June 26, 2021 June 27, 2020 Income Shares Per Share Income Shares Per Share Basic net income per share: $ 551,376 115,643 $ 4.77 $ 422,455 116,325 $ 3.63 Dilutive effect of share-based awards — 1,016 (0.04) — 797 (0.02) Diluted net income per share: $ 551,376 116,659 $ 4.73 $ 422,455 117,122 $ 3.61 Anti-dilutive stock awards excluded from the above calculations totaled less than 0.1 million shares and approximately 0.5 million shares for the fiscal three months ended June 26, 2021 and June 27, 2020, respectively, and approximately 0.2 million and 0.6 million shares for the fiscal six months ended June 26, 2021 and June 27, 2020, respectively. |
Debt
Debt | 6 Months Ended |
Jun. 26, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt: The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions): June 26, December 26, June 27, 1.75% Senior Notes due 2030 $ 650.0 $ 650.0 $ — 3.70% Senior Notes due 2029 150.0 150.0 150.0 Senior Credit Facility: February 2016 Term Loan — — 135.0 June 2017 Term Loan — — 82.5 March 2020 Term Loan — — 200.0 April 2020 Term Loan — — 350.0 November 2020 Term Loan 200.0 200.0 — Revolving credit loans — — — Total outstanding borrowings 1,000.0 1,000.0 917.5 Less: unamortized debt discounts and issuance costs (14.6) (15.7) (1.4) Total debt 985.4 984.3 916.1 Less: current portion of long-term debt — — (380.0) Long-term debt $ 985.4 $ 984.3 $ 536.1 Outstanding letters of credit $ 68.1 $ 48.7 $ 52.4 1.75% Senior Notes due 2030 On October 30, 2020, the Company issued and sold, in a public offering, $650 million in aggregate principal amount of senior unsecured notes due November 1, 2030 bearing interest at 1.75% per annum (the “1.75% Senior Notes”). The entire principal amount of the 1.75% Senior Notes is due in full on November 1, 2030. Interest is payable semi-annually in arrears on each November 1 and May 1. The terms of the 1.75% Senior Notes are governed by an indenture dated as of October 30, 2020 (the “Base Indenture”) between the Company and Regions Bank, as trustee, as amended and supplemented by a first supplemental indenture dated as of October 30, 2020 (the “Supplemental Indenture”), between the Company and Regions Bank, as trustee. The 1.75% Senior Notes are senior unsecured debt obligations of the Company and will rank equally with the Company’s other senior unsecured liabilities and senior to any future subordinated indebtedness of the Company. The 1.75% Senior Notes are subject to customary covenants restricting the Company’s ability, subject to certain exceptions, to incur debt secured by liens, to enter into sale and leaseback transactions, or to merge or consolidate with another entity or sell substantially all of its assets to another person. At any time prior to August 1, 2030, the Company will have the right, at its option, to redeem the 1.75% Senior Notes, in whole or in part, at any time and from time to time, by paying the greater of 100% of the principal amount of the 1.75% Senior Notes to be redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest through the par call date, plus, in each case, accrued and unpaid interest to, but not including, the date of redemption. In addition, on or after August 1, 2030, the Company will have the right, at its option, to redeem the 1.75% Senior Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 1.75% Senior Notes to be redeemed, plus accrued and unpaid interest to, but not including, the date of redemption. If a Change of Control Triggering Event (as defined in the Supplemental Indenture) occurs, unless the Company has exercised its right to redeem the 1.75% Senior Notes, holders of the 1.75% Senior Notes may require the Company to repurchase all or any part of such holder’s 1.75% Senior Notes at a purchase price of 101% of the principal amount of the 1.75% Senior Notes being purchased, plus accrued and unpaid interest, if any, on such 1.75% Senior Notes to, but not including, the purchase date. Upon the occurrence of an event of default with respect to the 1.75% Senior Notes, which includes payment defaults, defaults in the performance of certain covenants, cross defaults, and bankruptcy and insolvency related defaults, the Company’s obligations under the 1.75% Senior Notes may be accelerated, in which case the entire principal amount of the 1.75% Senior Notes would be due and payable immediately. Senior Note Facility (including 3.70% Senior Notes due 2029) On August 14, 2017, the Company entered into a note purchase and private shelf agreement (the “Note Purchase Agreement”), as amended from time to time, pursuant to which the Company agreed to sell, in a private placement, $150 million aggregate principal amount of senior unsecured notes due August 14, 2029 bearing interest at 3.70% per annum (the “3.70% Senior Notes”). The entire principal amount of the 3.70% Senior Notes is due in full on August 14, 2029. Interest is payable semi-annually in arrears on each annual and semi-annual anniversary of the issuance date. The obligations under the Note Purchase Agreement are unsecured. The Company may from time to time issue and sell additional senior unsecured notes (the “Shelf Notes”) pursuant to the Note Purchase Agreement, in an aggregate principal amount of up to $300 million minus the aggregate principal amount of all notes outstanding and issued under the Note Purchase Agreement. The Shelf Notes will have a maturity date of no more than 12 years after the date of original issuance and may be issued through November 4, 2023, unless earlier terminated in accordance with the terms of the Note Purchase Agreement. Pursuant to the Note Purchase Agreement, the 3.70% Senior Notes and any Shelf Notes (collectively, the "Senior Note Facility") are redeemable by the Company, in whole at any time or in part from time to time, at 100% of the principal amount of the Senior Note Facility being redeemed, together with accrued and unpaid interest thereon and a make whole amount calculated by discounting all remaining scheduled payments on the Senior Note Facility by the yield on the U.S. Treasury security with a maturity equal to the remaining average life of the Senior Note Facility plus 0.50%. Senior Credit Facility On February 19, 2016, the Company entered into a senior credit facility, as amended from time to time, and as amended and restated on November 4, 2020 (the “Senior Credit Facility”), which provides borrowing capacity under term loan facilities as well as a revolving credit facility. There are no compensating balance requirements associated with the Senior Credit Facility. The Senior Credit Facility contains a $500 million revolving credit facility (the “Revolver”) with a sublimit of $50 million for swingline loans and a sublimit of $150 million for letters of credit. This agreement is unsecured and matures on November 4, 2023, which, subject to satisfaction of certain terms and conditions, may be extended at the option of the Company to November 4, 2024 (as may be extended, the “Senior Credit Facility Maturity Date”). Under the Senior Credit Facility, on November 4, 2020, a $200 million term loan (the “November 2020 Term Loan”) was extended to the Company. The November 2020 Term Loan is unsecured and the entire principal amount is due in full on the Senior Credit Facility Maturity Date. Borrowings under both the Revolver and the November 2020 Term Loan each bear interest either at the bank’s base rate (3.250% at June 26, 2021) plus an additional amount ranging from 0.000% to 0.375% (0.125% at June 26, 2021) or at the London Inter-Bank Offer Rate (“LIBOR”) (0.096% at June 26, 2021) plus an additional amount ranging from 0.875% to 1.375% per annum (1.125% at June 26, 2021), adjusted based on the Company's public credit ratings. The Company is also required to pay, quarterly in arrears, a commitment fee related to unused capacity on the Revolver ranging from 0.090% to 0.200% per annum (0.125% at June 26, 2021), adjusted based on the Company's public credit ratings. As further described in Note 6, the Company has entered into an interest rate swap agreement in order to hedge our exposure to variable rate interest payments associated with the Senior Credit Facility. On February 19, 2016, the Company entered into a $200 million term loan agreement (the “February 2016 Term Loan”). This agreement was repaid in full on November 4, 2020 and is no longer in effect. On June 15, 2017, the Company entered into a $100 million incremental term loan agreement (the “June 2017 Term Loan”). This agreement was repaid in full on November 4, 2020 and is no longer in effect. On March 12, 2020, the Company entered into a $200 million incremental term loan agreement (the “March 2020 Term Loan”). This agreement was repaid in full on November 4, 2020 and is no longer in effect. On April 22, 2020, the Company entered into a $350 million incremental term loan agreement (the "April 2020 Term Loan"). This agreement was repaid in full on October 30, 2020 and is no longer in effect. Covenants and Default Provisions of the Debt Agreements The Senior Credit Facility and the Note Purchase Agreement (collectively, the “Debt Agreements”) require quarterly compliance with respect to two material covenants: a fixed charge coverage ratio and a leverage ratio. Both ratios are calculated on a trailing twelve-month basis at the end of each fiscal quarter. The fixed charge coverage ratio compares earnings before interest, taxes, depreciation, amortization, share-based compensation and rent expense (“consolidated EBITDAR”) to the sum of interest paid and rental expense (excluding any straight-line rent adjustments). The fixed charge coverage ratio shall be greater than or equal to 2.00 to 1.0 as of the last day of each fiscal quarter. The leverage ratio compares total funded debt to consolidated EBITDAR. The leverage ratio shall be less than or equal to 4.00 to 1.0 as of the last day of each fiscal quarter. The Debt Agreements also contain certain other restrictions regarding additional subsidiary indebtedness, business operations, subsidiary guarantees, mergers, consolidations and sales of assets, transactions with subsidiaries or affiliates, and liens. As of June 26, 2021, the Company was in compliance with all debt covenants. The Debt Agreements contain customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, certain events of bankruptcy and insolvency, material judgments, certain ERISA events and invalidity of loan documents. Upon certain changes of control, payment under the Debt Agreements could become due and payable. In addition, under the Note Purchase Agreement, upon an event of default or change of control, the make whole payment described above may become due and payable. The Note Purchase Agreement also requires that, in the event the Company amends its Senior Credit Facility, or any subsequent credit facility of $100 million or greater, such that it contains covenant or default provisions that are not provided in the Note Purchase Agreement or that are similar to those contained in the Note Purchase Agreement but which contain percentages, amounts, formulas or grace periods that are more restrictive than those set forth in the Note Purchase Agreement or are otherwise more beneficial to the lenders thereunder, the Note Purchase Agreement shall be automatically amended to include such additional or amended covenants and/or default provisions. |
Capital Stock and Dividends
Capital Stock and Dividends | 6 Months Ended |
Jun. 26, 2021 | |
Equity [Abstract] | |
Capital Stock and Dividends | Capital Stock and Dividends: Capital Stock The authorized capital stock of the Company consists of common stock and preferred stock. The Company is authorized to issue 400 million shares of common stock. The Company is also authorized to issue 40 thousand shares of preferred stock, with such designations, rights and preferences as may be determined from time to time by the Company's Board of Directors. Dividends During the first six months of fiscal 2021 and 2020, the Company's Board of Directors declared the following cash dividends: Date Declared Dividend Amount Record Date Date Paid May 5, 2021 $ 0.52 May 24, 2021 June 8, 2021 January 27, 2021 $ 0.52 February 22, 2021 March 9, 2021 May 6, 2020 $ 0.35 May 26, 2020 June 9, 2020 February 5, 2020 $ 0.35 February 24, 2020 March 10, 2020 It is the present intention of the Company’s Board of Directors to continue to pay a quarterly cash dividend; however, the declaration and payment of future dividends will be determined by the Company’s Board of Directors in its sole discretion and will depend upon the earnings, financial condition, and capital needs of the Company, along with any other factors that the Company’s Board of Directors deem relevant. On August 4, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.52 per share of the Company’s outstanding common stock. The dividend will be paid on September 8, 2021, to stockholders of record as of the close of business on August 23, 2021. |
Treasury Stock
Treasury Stock | 6 Months Ended |
Jun. 26, 2021 | |
Equity [Abstract] | |
Treasury Stock | Treasury Stock: The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program which was announced in February 2007. The authorization amount of the program, which has been increased from time to time, is currently authorized for up to $4.5 billion, exclusive of any fees, commissions, or other expenses related to such repurchases. The share repurchase program does not have an expiration date. The repurchases may be made from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions. Repurchased shares are accounted for at cost and will be held in treasury for future issuance. The program may be limited, temporarily paused (as it was from March 12, 2020 until November 5, 2020 in order to strengthen the Company's liquidity and preserve cash while navigating the COVID-19 pandemic), or terminated at any time without prior notice. As of June 26, 2021, the Company had remaining authorization under the share repurchase program of $687.2 million, exclusive of any fees, commissions, or other expenses. The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases during the fiscal three and six months ended June 26, 2021 and June 27, 2020, respectively (in thousands, except per share amounts): Fiscal Three Months Ended Fiscal Six Months Ended June 26, June 27, June 26, June 27, Total number of shares repurchased 1,118 — 2,718 2,853 Average price paid per share $ 181.81 $ — $ 168.00 $ 92.28 Total cash paid for share repurchases $ 203,305 $ — $ 456,714 $ 263,219 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 26, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes:The Company’s effective income tax rate was 22.8% in the second quarter of fiscal 2021 compared to 22.9% in the second quarter of fiscal 2020. The effective income tax rate was 21.5% in the first six months of fiscal 2021 compared to 22.7% in the first six months of fiscal 2020. The improvement in the effective income tax rate in the first six months of fiscal 2021 compared to the first six months of fiscal 2020 was primarily related to a discrete incremental tax benefit associated with share-based compensation. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 26, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies: Construction and Real Estate Commitments The Company is building a new distribution center in Navarre, Ohio which is expected to be approximately 900,000 square feet and is currently anticipated to be complete by the end of fiscal 2022. At June 26, 2021, the Company had contractual commitments of approximately $75 million related to the construction of this new distribution center. Letters of Credit At June 26, 2021, there were $68.1 million of outstanding letters of credit under the Senior Credit Facility. Litigation On October 9, 2020, an alleged stockholder, the City of Pontiac Police and Fire Retirement System, filed a derivative lawsuit in the U.S. District Court for the Middle District of Tennessee, purportedly on the Company's behalf, against certain current and former members of our Board of Directors, and the Company as a nominal defendant, seeking unspecified compensatory and punitive damages payable to the Company, disgorgement, restitution, corporate governance and hiring changes, mandated community investment, and attorneys' fees and costs. Plaintiff alleges that defendants violated the federal securities laws governing proxy solicitations and breached their fiduciary duties by misrepresenting the Company’s commitment to and support for diversity and inclusion. The Company disputes the allegations of the complaint. The Company and the individual defendants moved to dismiss the complaint based on plaintiff’s failure to make a demand on the Board of Directors and to state a claim upon which relief may be granted. While the ultimate outcome of this matter is currently not determinable, we do not believe this litigation will have a material impact on our Condensed Consolidated Financial Statements. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 26, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting: The Company has one reportable segment which is the retail sale of products that support the rural lifestyle. The following table indicates the percentage of net sales represented by each major product category during the fiscal three and six months ended June 26, 2021 and June 27, 2020: Fiscal Three Months Ended Fiscal Six Months Ended Product Category: June 26, June 27, June 26, June 27, Livestock and Pet 45 % 43 % 47 % 47 % Seasonal, Gift and Toy Products 25 26 22 22 Hardware, Tools and Truck 20 21 21 21 Clothing and Footwear 5 5 6 5 Agriculture 5 5 4 5 Total 100 % 100 % 100 % 100 % |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 26, 2021 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements Recently Adopted and Not Yet Adopted | New Accounting Pronouncements: New Accounting Pronouncements Not Yet Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848): Scope." This collective guidance is in response to accounting concerns regarding contract modifications and hedge accounting because of impending rate reform associated with structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of LIBOR related to regulators in several jurisdictions around the world having undertaken reference rate reform initiatives to identify alternative reference rates. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The adoption of this guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company does not expect the adoption of this guidance to have a material impact on its Condensed Consolidated Financial Statements and related disclosures. |
New Accounting Pronouncements R
New Accounting Pronouncements Recently Adopted and Not Yet Adopted (Policies) | 6 Months Ended |
Jun. 26, 2021 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements Recently Adopted and Not Yet Adopted | New Accounting Pronouncements: New Accounting Pronouncements Not Yet Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848): Scope." This collective guidance is in response to accounting concerns regarding contract modifications and hedge accounting because of impending rate reform associated with structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of LIBOR related to regulators in several jurisdictions around the world having undertaken reference rate reform initiatives to identify alternative reference rates. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The adoption of this guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company does not expect the adoption of this guidance to have a material impact on its Condensed Consolidated Financial Statements and related disclosures. |
Share Based Compensation (Table
Share Based Compensation (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Stock Options | The following table summarizes information concerning stock option grants during the first six months of fiscal 2021: Fiscal Six Months Ended June 26, 2021 Stock options granted 244,189 Weighted average exercise price $ 144.98 Weighted average grant date fair value per option $ 30.57 |
Restricted Stock Units and Performance-Based Restricted Share Units | The following table summarizes information concerning restricted stock unit and performance-based restricted share unit grants during the first six months of fiscal 2021: Fiscal Six Months Ended June 26, 2021 Restricted stock units granted 262,888 Performance-based restricted share units granted (a) 59,120 Weighted average grant date fair value per share $ 142.99 (a) Assumes 100% target level achievement of the relative performance targets. |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net income per share is calculated as follows (in thousands, except per share amounts): Fiscal Three Months Ended Fiscal Three Months Ended June 26, 2021 June 27, 2020 Income Shares Per Share Income Shares Per Share Basic net income per share: $ 370,022 115,133 $ 3.21 $ 338,678 115,912 $ 2.92 Dilutive effect of share-based awards — 958 (0.02) — 900 (0.02) Diluted net income per share: $ 370,022 116,091 $ 3.19 $ 338,678 116,812 $ 2.90 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions): June 26, December 26, June 27, 1.75% Senior Notes due 2030 $ 650.0 $ 650.0 $ — 3.70% Senior Notes due 2029 150.0 150.0 150.0 Senior Credit Facility: February 2016 Term Loan — — 135.0 June 2017 Term Loan — — 82.5 March 2020 Term Loan — — 200.0 April 2020 Term Loan — — 350.0 November 2020 Term Loan 200.0 200.0 — Revolving credit loans — — — Total outstanding borrowings 1,000.0 1,000.0 917.5 Less: unamortized debt discounts and issuance costs (14.6) (15.7) (1.4) Total debt 985.4 984.3 916.1 Less: current portion of long-term debt — — (380.0) Long-term debt $ 985.4 $ 984.3 $ 536.1 Outstanding letters of credit $ 68.1 $ 48.7 $ 52.4 |
Interest Rate Swaps (Tables)
Interest Rate Swaps (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Assets/Liabilities at Fair Value, Excluding Accrued Interest | The assets and liabilities measured at fair value related to the Company’s interest rate swaps, excluding accrued interest, were as follows (in thousands): Derivatives Designated as Cash Flow Hedges Balance Sheet Location June 26, December 26, June 27, Interest rate swaps (long-term portion) Other assets $ 167 $ — $ — Total derivative assets $ 167 $ — $ — Interest rate swaps (short-term portion) Other accrued expenses $ 1,240 $ 1,227 $ 3,112 Interest rate swaps (long-term portion) Other long-term liabilities — 3,137 5,403 Total derivative liabilities $ 1,240 $ 4,364 $ 8,515 |
Derivative Instruments, Gain (Loss) | The following table summarizes the changes in AOCI, net of tax, related to the Company’s interest rate swaps (in thousands): June 26, December 26, June 27, Beginning fiscal year AOCI balance $ (3,243) $ 199 $ 199 Current fiscal period gain/(loss) recognized in OCI 2,445 (5,666) (6,534) Amounts reclassified from AOCI — 2,224 — Other comprehensive gain/(loss), net of tax 2,445 (3,442) (6,534) Ending fiscal period AOCI balance $ (798) $ (3,243) $ (6,335) |
Derivative Instruments, Gain (Loss), pre-tax | The following table summarizes the impact of pre-tax gains and losses derived from the Company’s interest rate swaps (in thousands): Fiscal Three Months Ended Fiscal Six Months Ended Financial Statement Location June 26, June 27, June 26, June 27, Amount of gains/(losses) recognized in OCI during the period Other comprehensive income/(loss) $ 430 $ (1,726) $ 3,291 $ (8,782) |
Derivative Instruments, Gain (Loss), tax impact | The following table summarizes the impact of taxes affecting AOCI as a result of the Company’s interest rate swaps (in thousands): Fiscal Three Months Ended Fiscal Six Months Ended June 26, June 27, June 26, June 27, Income tax expense/(benefit) of interest rate swaps on AOCI $ 110 $ (442) $ 846 $ (2,248) |
Capital Stock and Dividends (Ta
Capital Stock and Dividends (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Equity [Abstract] | |
Schedule of Dividends Payable | During the first six months of fiscal 2021 and 2020, the Company's Board of Directors declared the following cash dividends: Date Declared Dividend Amount Record Date Date Paid May 5, 2021 $ 0.52 May 24, 2021 June 8, 2021 January 27, 2021 $ 0.52 February 22, 2021 March 9, 2021 May 6, 2020 $ 0.35 May 26, 2020 June 9, 2020 February 5, 2020 $ 0.35 February 24, 2020 March 10, 2020 |
Treasury Stock Treasury Stock (
Treasury Stock Treasury Stock (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Equity [Abstract] | |
Class of Treasury Stock, Shares Repurchased | The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases during the fiscal three and six months ended June 26, 2021 and June 27, 2020, respectively (in thousands, except per share amounts): Fiscal Three Months Ended Fiscal Six Months Ended June 26, June 27, June 26, June 27, Total number of shares repurchased 1,118 — 2,718 2,853 Average price paid per share $ 181.81 $ — $ 168.00 $ 92.28 Total cash paid for share repurchases $ 203,305 $ — $ 456,714 $ 263,219 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Segment Reporting [Abstract] | |
Major Product Category | The following table indicates the percentage of net sales represented by each major product category during the fiscal three and six months ended June 26, 2021 and June 27, 2020: Fiscal Three Months Ended Fiscal Six Months Ended Product Category: June 26, June 27, June 26, June 27, Livestock and Pet 45 % 43 % 47 % 47 % Seasonal, Gift and Toy Products 25 26 22 22 Hardware, Tools and Truck 20 21 21 21 Clothing and Footwear 5 5 6 5 Agriculture 5 5 4 5 Total 100 % 100 % 100 % 100 % |
General (Details)
General (Details) $ in Millions | Feb. 17, 2021USD ($)statestore | Jun. 26, 2021storestate |
Nature of business [Abstract] | ||
Number of states in which rural lifestyle retail stores are operated by the company | state | 49 | |
Orscheln Farm and Home, LLC | ||
Nature of business [Abstract] | ||
Number of rural lifestyle retail stores operated by the company | 167 | |
Number of states in which rural lifestyle retail stores are operated by the company | state | 11 | |
Business Combination, Consideration Transferred | $ | $ 320 | |
Parent Company [Member] | ||
Nature of business [Abstract] | ||
Number of rural lifestyle retail stores operated by the company | 2,129 | |
TSCO stores [Member] | ||
Nature of business [Abstract] | ||
Number of rural lifestyle retail stores operated by the company | 1,955 | |
Petsense stores [Member] | ||
Nature of business [Abstract] | ||
Number of rural lifestyle retail stores operated by the company | 174 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Jun. 26, 2021 | Dec. 26, 2020 | Jun. 27, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unsecured Debt | $ 1,000 | $ 1,000 | $ 917.5 |
Derivative, Fair Value, Net | $ (1.1) | $ (4.4) | $ (8.5) |
Share Based Compensation (Detai
Share Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee stock purchase program discount percentage | 15.00% | 15.00% | ||
Share-based compensation plan modifications | no | |||
Share-based Payment Arrangement, Noncash Expense | $ 10,900 | $ 7,500 | $ 23,194 | $ 14,449 |
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options granted | 244,189 | |||
Weighted average exercise price | $ 144.98 | |||
Weighted average fair value per option | $ 30.57 | |||
Total unrecognized compensation expense | 11,800 | $ 11,800 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 1 month 6 days | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units granted | 262,888 | |||
Performance Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units granted | 59,120 | |||
Restricted Stock Units and Performance-Based Restricted Share Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average fair value per share | $ 142.99 | |||
Total unrecognized compensation expense | $ 65,300 | $ 65,300 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 1 month 6 days |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 26, 2021 | Mar. 27, 2021 | Jun. 27, 2020 | Mar. 28, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Dilutive stock options and restricted stock units outstanding, income | $ 0 | $ 0 | $ 0 | $ 0 | ||
Dilutive stock options and restricted stock units outstanding, per share (in shares) | 958 | 900 | 1,016 | 797 | ||
Dilutive stock options and restricted stock units outstanding , per share | $ 0.02 | $ 0.02 | $ 0.04 | $ 0.02 | ||
Net income | $ 370,022 | $ 181,354 | $ 338,678 | $ 83,777 | $ 551,376 | $ 422,455 |
Earnings Per Share, Basic [Abstract] | ||||||
Net income | $ 370,022 | 181,354 | $ 338,678 | 83,777 | $ 551,376 | $ 422,455 |
Weighted average number of shares outstanding, basic | 115,133 | 115,912 | 115,643 | 116,325 | ||
Net income per share – basic | $ 3.21 | $ 2.92 | $ 4.77 | $ 3.63 | ||
Earnings Per Share, Diluted [Abstract] | ||||||
Dilutive stock options and restricted stock units outstanding, income | $ 0 | $ 0 | $ 0 | $ 0 | ||
Dilutive stock options and restricted stock units outstanding, per share (in shares) | 958 | 900 | 1,016 | 797 | ||
Dilutive stock options and restricted stock units outstanding, per share (in dollars per share) | $ (0.02) | $ (0.02) | $ (0.04) | $ (0.02) | ||
Net income | $ 370,022 | $ 181,354 | $ 338,678 | $ 83,777 | $ 551,376 | $ 422,455 |
Weighted average number of shares outstanding, diluted | 116,091 | 116,812 | 116,659 | 117,122 | ||
Net income per share, diluted (in dollars per share) | $ 3.19 | $ 2.90 | $ 4.73 | $ 3.61 | ||
Antidilutive securities excluded from computation of earnings per share, amount | 100 | 500 | 200 | 600 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Jun. 26, 2021 | Mar. 27, 2021 | Jun. 27, 2020 | Dec. 26, 2020 | Oct. 30, 2020 | Aug. 14, 2017 | |
Debt Instrument [Line Items] | ||||||
Long-term Debt | $ 150,000 | |||||
Unsecured Debt | $ 1,000,000 | $ 917,500 | $ 1,000,000 | |||
Unamortized Debt Issuance Costs | (14,600) | (1,400) | (15,700) | |||
Unsecured debt, net of debt issuance costs | 985,400 | 916,100 | 984,300 | |||
Unsecured Debt, Current | 0 | (380,000) | 0 | |||
Long-term debt | 985,353 | 536,051 | 984,324 | |||
Letters of Credit Outstanding, Amount | 68,100 | 52,400 | 48,700 | |||
2016 Senior Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Month-end Outstanding Amount | 0 | $ 0 | 0 | |||
Bonds | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | 650,000 | 0 | 650,000 | $ 650,000 | ||
Notes Payable to Banks | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | 150,000 | 150,000 | 150,000 | |||
February 2016 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Notional Amount, Current | 0 | 135,000 | 0 | |||
June 2017 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Notional Amount, Current | 0 | 82,500 | 0 | |||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Notional Amount, Current | 0 | 200,000 | 0 | |||
April 2020 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Notional Amount, Current | 0 | 350,000 | 0 | |||
November 2020 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Notional Amount, Current | $ 200,000 | $ 0 | $ 200,000 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | Nov. 04, 2020 | Oct. 30, 2020 | Apr. 22, 2020 | Mar. 12, 2020 | Jun. 15, 2017 | Feb. 19, 2016 | Jun. 26, 2021 | Dec. 26, 2020 | Jun. 27, 2020 | Aug. 14, 2017 |
Debt Instrument [Line Items] | ||||||||||
Senior Notes | $ 150 | |||||||||
Senior Notes, Interest Rate | 3.70% | |||||||||
Percent of principal amount redeemable | 100.00% | |||||||||
Shelf Note - Amount | $ 300 | |||||||||
Shelf Notes - Additional Interest Rate | 0.50 | |||||||||
Senior credit facility, maximum borrowing capacity | $ 500 | |||||||||
Swingline Loan, Maximum Borrowing Capacity | 50 | |||||||||
Letters of Credit, Maximum Borrowing Capacity | 150 | |||||||||
Debt instrument, basis spread on variable rate | 0.125% | |||||||||
Debt Instrument, Basis Spread on Variable Rate, Minimum | 0.875% | |||||||||
Debt Instrument, Basis Spread on Variable Rate LIBOR Plus, Maximum | 1.375% | |||||||||
Debt Instrument, Basis Spread on Variable Rate LIBOR Plus | 1.125% | |||||||||
Debt Instrument, Basis Spread on Variable Rate Revolver | 0.125% | |||||||||
Amount of incremental credit facility which will result in modification of debt covenants | 100 million | |||||||||
Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 0.00% | |||||||||
Commitment fee for unused capacity | 0.09% | |||||||||
Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 0.375% | |||||||||
Commitment fee for unused capacity | 0.20% | |||||||||
Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Interest Rate at Period End | 3.25% | |||||||||
London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Interest Rate at Period End | 0.096% | |||||||||
Number of Financial Covenants [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Covenant Description | two | |||||||||
Fixed Charge Coverage Ratio Minimum Requirement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Covenant Description | 2.00 | |||||||||
Leverage Ratio Maximum Requirement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Covenant Description | 4.00 | |||||||||
Bonds | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior Notes | $ 650 | $ 650 | $ 650 | $ 0 | ||||||
Senior Notes, Interest Rate | 1.75% | |||||||||
Percent of principal amount redeemable | 100.00% | |||||||||
Debt Instrument, Change of Control Triggering Event, Required Redemption Price, Percentage | 101.00% | |||||||||
November 2020 Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term Loan, Maximum Borrowing Capacity | $ 200 | |||||||||
February 2016 Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term Loan, Maximum Borrowing Capacity | $ 200 | |||||||||
June 2017 Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term Loan, Maximum Borrowing Capacity | $ 100 | |||||||||
Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term Loan, Maximum Borrowing Capacity | $ 200 | |||||||||
April 2020 Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term Loan, Maximum Borrowing Capacity | $ 350 |
Interest Rate Swaps (Details)
Interest Rate Swaps (Details) $ in Millions | Jun. 26, 2021USD ($) |
Term Loan | |
Derivative [Line Items] | |
Interest Rate Swap, Beginning Notional Amount | $ 200 |
Interest Rate Swaps - Liabiliti
Interest Rate Swaps - Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 | Jun. 27, 2020 |
Derivative [Line Items] | |||
Total Derivative Asset | $ 167 | $ 0 | $ 0 |
Total Derivative Liability | 1,240 | 4,364 | 8,515 |
Interest Rate Swap Asset Portion | |||
Derivative [Line Items] | |||
Derivative Asset, Noncurrent | 167 | 0 | 0 |
Interest Rate Swap Liability Portion | |||
Derivative [Line Items] | |||
Derivative Liability, Current | 1,240 | 1,227 | 3,112 |
Derivative Liability, Noncurrent | $ 0 | $ 3,137 | $ 5,403 |
Interest Rate Swaps Schedule of
Interest Rate Swaps Schedule of Changes in AOCI Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | Dec. 26, 2020 | |
Derivatives used in Net Investment Hedge, Net of Tax [Roll Forward] | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (3,243) | $ 199 | $ 199 | ||
Debt and Equity Securities, Gain (Loss), Excluding Other-than-temporary Impairment Loss | 0 | 0 | 2,224 | ||
Other Comprehensive Income (Loss), Net of Tax | $ 320 | $ (1,284) | 2,445 | (6,534) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (798) | $ (6,335) | (798) | (6,335) | (3,243) |
Other Comprehensive Income (Loss) [Member] | |||||
Derivatives used in Net Investment Hedge, Net of Tax [Roll Forward] | |||||
Change in fair value of interest rate swaps, net of taxes | 2,445 | (6,534) | (5,666) | ||
Other Comprehensive Income (Loss), Net of Tax [Member] | |||||
Derivatives used in Net Investment Hedge, Net of Tax [Roll Forward] | |||||
Other Comprehensive Income (Loss), Net of Tax | $ 2,445 | $ (6,534) | $ (3,442) |
Interest Rate Swaps - Pre-Tax G
Interest Rate Swaps - Pre-Tax Gains and Losses Derived from Interest Rate Swaps (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ 430 | $ (1,726) | $ 3,291 | $ (8,782) |
Interest Rate Swaps Tax Impact
Interest Rate Swaps Tax Impact of Derivative Liability on Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax | $ 110 | $ (442) | $ 846 | $ (2,248) |
Capital Stock - Narrative (Deta
Capital Stock - Narrative (Details) - $ / shares | Aug. 04, 2021 | May 05, 2021 | Jan. 27, 2021 | May 06, 2020 | Feb. 05, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | Dec. 26, 2020 |
Dividends Payable [Line Items] | ||||||||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | |||||
Preferred Stock, Shares Authorized | 40,000 | 40,000 | 40,000 | 40,000 | 40,000 | |||||
Dividends declared per common share outstanding | $ 0.52 | $ 0.52 | $ 0.35 | $ 0.35 | $ 0.52 | $ 0.35 | $ 1.04 | $ 0.70 | ||
Subsequent Event | ||||||||||
Dividends Payable [Line Items] | ||||||||||
Dividends declared per common share outstanding | $ 0.52 |
Capital Stock and Dividends (De
Capital Stock and Dividends (Details) - $ / shares | May 05, 2021 | Jan. 27, 2021 | May 06, 2020 | Feb. 05, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 |
Equity [Abstract] | ||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.52 | $ 0.52 | $ 0.35 | $ 0.35 | $ 0.52 | $ 0.35 | $ 1.04 | $ 0.70 |
Treasury Stock (Details)
Treasury Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 26, 2021 | Mar. 27, 2021 | Jun. 27, 2020 | Mar. 28, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Equity [Abstract] | ||||||
Board-approved share repurchase program of common stock | $ 4,500,000 | $ 4,500,000 | ||||
Remaining authorization under the share repurchase program | $ 687,200 | $ 687,200 | ||||
Total number of shares repurchased | 1,118 | 0 | 2,718 | 2,853 | ||
Average price paid per share | $ 181.81 | $ 0 | $ 168 | $ 92.28 | ||
Total cash paid for share repurchases | $ 203,305 | $ 253,409 | $ 0 | $ 263,219 | $ 456,714 | $ 263,219 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 26, 2021 | Jun. 26, 2021 | Jun. 27, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 22.80% | 21.50% | 22.70% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 26, 2021USD ($)ft² | Dec. 26, 2020USD ($) | Jun. 27, 2020USD ($) |
Property, Plant and Equipment [Line Items] | |||
Contractual Obligation | $ 75 | ||
Letters of Credit Outstanding, Amount | $ 68.1 | $ 48.7 | $ 52.4 |
Construction in Progress | |||
Property, Plant and Equipment [Line Items] | |||
Area Of Distribution Center | ft² | 900,000 |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Livestock and Pet | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of sales | 45.00% | 43.00% | 47.00% | 47.00% |
Hardware, Tools and Truck [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of sales | 20.00% | 21.00% | 21.00% | 21.00% |
Seasonal, Gift and Toy Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of sales | 25.00% | 26.00% | 22.00% | 22.00% |
Clothing and Footwear | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of sales | 5.00% | 5.00% | 6.00% | 5.00% |
Agriculture | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of sales | 5.00% | 5.00% | 4.00% | 5.00% |
Total | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of sales | 100.00% | 100.00% | 100.00% | 100.00% |
Segment Reporting Number of Rep
Segment Reporting Number of Reportable Segments (Details) | 3 Months Ended |
Jun. 26, 2021segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 1 |