UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended APRIL 29, 2001
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- OR -
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-8207
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THE HOME DEPOT, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3261426
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2455 Paces Ferry Road Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
(770) 433-8211
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
$.05 par value 2,333,638,407 Shares, as of May 24, 2001
Page 1 of 15
THE HOME DEPOT, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
April 29, 2001
PAGE
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF EARNINGS -
Three-Month Periods Ended April 29, 2001 and April 30, 2000.............................3
CONSOLIDATED CONDENSED BALANCE SHEETS -
As of April 29, 2001 and January 28, 2001...............................................4
CONSOLIDATED STATEMENTS OF CASH FLOWS -
Three-Month Periods Ended April 29, 2001 and April 30, 2000.............................5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME-
Three-Month Periods Ended April 29, 2001 and April 30, 2000............................6
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS.........................................................................7
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition.........................................8 - 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk................................12
PART II. OTHER INFORMATION:
Item 4. Submission of Matters to a Vote of Security Holders.......................................13
Item 5. Other Information........................................................................ 13
Item 6. Exhibits and Report on Form 8-K......................................................13 - 14
Signature Page.....................................................................................15
Index to Exhibits..................................................................................16
Page 2 of 15
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
THE HOME DEPOT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(In Millions, Except Per Share Data)
Three Months Ended
---------------------------------------
April 29, April 30,
2001 2000
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Net Sales $ 12,200 $ 11,112
Cost of Merchandise Sold 8,545 7,838
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Gross Profit 3,655 3,274
Operating Expenses:
Selling and Store Operating 2,394 2,026
Pre-Opening 27 25
General and Administrative 207 204
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Total Operating Expenses 2,628 2,255
Operating Income 1,027 1,019
Interest Income (Expense):
Interest and Investment Income 6 11
Interest Expense (3) (3)
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Interest, Net 3 8
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Earnings Before Income Taxes 1,030 1,027
Income Taxes 398 398
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Net Earnings $ 632 $ 629
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Weighted Average Number of Common
Shares Outstanding 2,326 2,308
Basic Earnings Per Share $ 0.27 $ 0.27
============== ==============
Weighted Average Number of Common
Shares Outstanding Assuming Dilution 2,347 2,354
Diluted Earnings Per Share $ 0.27 $ 0.27
============== ==============
Dividends Per Share $ 0.04 $ 0.04
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See accompanying notes to consolidated condensed financial statements.
Page 3 of 15
THE HOME DEPOT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(In Millions)
April 29, January 28,
2001 2001
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ASSETS
Current Assets:
Cash and Cash Equivalents $ 1,363 $ 167
Short-Term Investments 10 10
Receivables, Net 1,039 835
Merchandise Inventories 7,240 6,556
Other Current Assets 202 209
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Total Current Assets 9,854 7,777
Property and Equipment, at cost 15,978 15,232
Less: Accumulated Depreciation and Amortization 2,317 2,164
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Net Property and Equipment 13,661 13,068
Long-Term Investments 16 15
Notes Receivable 78 77
Cost in Excess of the Fair Value of Net Assets Acquired 307 314
Other 160 134
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$ 24,076 $ 21,385
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 3,627 $ 1,976
Accrued Salaries and Related Expenses 786 627
Sales Taxes Payable 358 298
Other Accrued Expenses 1,507 1,402
Income Taxes Payable 379 78
Current Installments of Long-Term Debt 29 4
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Total Current Liabilities 6,686 4,385
Long-Term Debt, excluding current installments 1,268 1,545
Other Long-Term Liabilities 270 245
Deferred Income Taxes 195 195
Minority Interest 11 11
Stockholders' Equity:
Common Stock, par value $0.05. Authorized: 10,000,000,000 shares; issued
and outstanding - 2,329,476,000 shares at 4/29/01 and 2,323,747,000 shares at
1/28/01 116 116
Paid-In Capital 4,956 4,810
Retained Earnings 10,691 10,151
Accumulated Other Comprehensive Loss (108) (67)
Unearned Compensation (9) (6)
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Total Stockholders' Equity 15,646 15,004
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$ 24,076 $ 21,385
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See accompanying notes to consolidated condensed financial statements.
Page 4 of 15
THE HOME DEPOT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
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(In Millions)
April 29, April 30,
2001 2000
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CASH PROVIDED FROM OPERATIONS:
Net Earnings $ 632 $ 629
Reconciliation of Net Earnings to Net Cash
Provided by Operations:
Depreciation and Amortization 177 137
Increase in Receivables, Net (205) (160)
Increase in Merchandise Inventories (692) (914)
Increase in Accounts Payable and Accrued Expenses 1,999 1,731
Increase in Income Taxes Payable 349 367
Other (39) (67)
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Net Cash Provided by Operations 2,221 1,723
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures (816) (673)
Proceeds from Sales of Property and Equipment 39 19
Payments for Businesses Acquired, Net --- (5)
Purchases of Investments (7) (6)
Proceeds from Maturities of Investments 8 ---
Advances Secured by Real Estate, Net (2) (21)
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Net Cash Used in Investing Activities (778) (686)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of Commercial Paper Obligations, Net (754) ---
Proceeds from Long-Term Borrowings 504 3
Repayments of Long-Term Debt --- (3)
Proceeds from Sale of Common Stock, Net 99 87
Cash Dividends Paid to Stockholders (93) (92)
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Net Cash Used in Financing Activities (244) (5)
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Effect of Exchange Rate Changes on Cash and Cash Equivalents (3) 2
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Increase in Cash and Cash Equivalents 1,196 1,034
Cash and Cash Equivalents at Beginning of Period 167 168
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Cash and Cash Equivalents at End of Period $ 1,363 $ 1,202
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See accompanying notes to consolidated condensed financial statements.
Page 5 of 15
THE HOME DEPOT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In Millions)
Three Months Ended
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April 29, April 30,
2001 2000
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Net Earnings $ 632 $ 629
Other Comprehensive Income (1) :
Foreign Currency Translation Adjustments (26) (18)
Cumulative Effect of Adopting SFAS 133 (5) --
Change in Fair Value of Derivatives Accounted
for as Hedges (6) --
Derivative Losses Reclassified to Earnings 1 --
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Total Other Comprehensive Income (36) (18)
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Comprehensive Income $ 596 $ 611
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(1) Components of comprehensive income are reported net of related taxes.
See accompanying notes to consolidated condensed financial statements.
Page 6 of 15
THE HOME DEPOT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation - The accompanying consolidated condensed
financial statements have been prepared in accordance with the
instructions to Form 10-Q and do not include all of the information
and footnotes required by generally accepted accounting principles
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 the consolidated
financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended January 28, 2001, as
filed with the Securities and Exchange Commission (File No. 1-8207).
2. ISSUANCE OF SENIOR NOTES:
On April 12, 2001, the Company issued $500,000,000 of 5 3/8% Senior
Notes ("Senior Notes") due April 1, 2006. The Company will pay
interest semiannually on April 1 and October 1 of each year
commencing October 1, 2001. The Company, at its option, may at any
time redeem all or any portion of the Senior Notes by notice to the
holders. The Senior Notes are redeemable at a redemption price plus
accrued interest up to the redemption date. The redemption price is
equal to the greater of (1) 100% of the principal amount of the
Senior Notes to be redeemed or (2) the sum of the present value of
the remaining scheduled payments of principal and interest to
maturity. The Senior Notes are not subject to sinking fund
requirements.
3. IMPLEMENTATION OF NEW ACCOUNTING STANDARD:
On January 29, 2001, the Company adopted Statement of Financial
Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities," as amended. Under SFAS 133, all
derivatives are carried on the balance sheet at fair value with
changes in fair value recognized immediately in earnings, unless the
derivatives qualify as hedges. For a derivative qualifying as a
hedge, the effective portion of the derivative's gain or loss is
recorded temporarily in accumulated other comprehensive loss, and
then recognized in earnings along with the related effect of the
hedged item. The ineffective portion of the derivative's gain or
loss is reported in earnings as it occurs. The adoption of SFAS 133
did not have a material impact on the Company's financial results.
4. SUBSEQUENT EVENT:
On May 2, 2001, the Company signed a definitive agreement to acquire
Total HOME de Mexico, S.A. de C.V. ("Total HOME"), a four-store
chain of home improvement stores in Mexico.
Page 7 of 15
THE HOME DEPOT, INC. AND SUBSIDIARIES
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The data below reflect selected sales data, the percentage relationship
between sales and major categories in the Consolidated Statements of Earnings
and the percentage change in the dollar amounts of each of the items.
THREE MONTHS ENDED
------------------ Percentage
Increase
SELECTED CONSOLIDATED April 29, April 30, (Decrease) in
STATEMENTS OF EARNINGS DATA 2001 2000 Dollar Amounts
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Net Sales 100.0% 100.0% 9.8%
Gross Profit 30.0 29.5 11.6
Operating Expenses:
Selling and Store Operating 19.6 18.3 18.2
Pre-Opening 0.2 0.2 8.0
General and Administrative 1.7 1.8 1.5
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Total Operating Expenses 21.5 20.3 16.5
Operating Income 8.5 9.2 0.8
Interest Income (Expense):
Interest and Investment Income 0.0 0.1 (45.5)
Interest Expense 0.0 0.0 0.0
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Interest, Net 0.0 0.1 (62.5)
Earnings Before Income Taxes 8.5 9.3 0.3
Income Taxes 3.3 3.6 0.0
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Net Earnings 5.2 % 5.7 % 0.5 %
============= ============ ================
SELECTED CONSOLIDATED SALES DATA
Number of Transactions (000's) 249,477 222,643 12.1%
Average Sale Per Transaction $ 48.64 $ 49.53 (1.8)
Weighted Average Weekly Sales
Per Operating Store (000's) $ 807 $ 892 (9.5)
Weighted Average Sales
Per Square Foot $ 386 $ 429 (10.0)
Page 8 of 15
THE HOME DEPOT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(CONTINUED)
FORWARD-LOOKING STATEMENTS
Certain written and oral statements made by us or our authorized executive
officers on our behalf constitute "forward-looking statements" as defined under
the Private Securities Litigation Reform Act of 1995. Words or phrases such as
"should result," "are expected to," "we anticipate," "we estimate," "we project"
or similar expressions are intended to identify forward-looking statements.
These statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from our historical experience and our
present expectations or projections. These risks and uncertainties include, but
are not limited to, unanticipated weather conditions; stability of costs and
commodity prices and availability of sourcing channels; the ability to attract,
train and retain highly-qualified associates; conditions affecting the
availability, acquisition, development and ownership of real estate; general
economic conditions; the impact of competition; and regulatory and litigation
matters. You should not place undue reliance on forward-looking statements,
since such statements speak only as of the date of the making of such
statements. Additional information concerning these risks and uncertainties is
contained in our filings with the Securities and Exchange Commission, including
our Annual Report on Form 10-K for the year ended January 28, 2001.
RESULTS OF OPERATIONS
Net sales for the first quarter of fiscal 2001 increased 9.8% to $12.2 billion
from $11.1 billion for the first quarter of fiscal 2000. The sales increase was
primarily attributable to new stores opened since the end of the first fiscal
quarter last year (1,178 stores open at the end of the first quarter of fiscal
2001 compared to 971 at the end of the first quarter of fiscal 2000). The
increase in sales was partially offset by a 3% decline in comparable
store-for-store sales. Price deflation in lumber and certain building material
products negatively impacted comparable store-for-store sales by approximately
1% for the first quarter of fiscal 2001. We expect the impact of price deflation
in lumber and certain building material products to be less significant in the
second quarter of fiscal 2001, as we begin to anniversary cost declines in the
previous year.
Gross profit as a percent of sales was 30.0% for the first quarter of fiscal
2001 compared to 29.5% for the first quarter of fiscal 2000. The gross profit
rate increase was primarily attributable to lower costs of merchandise resulting
from ongoing benefits of product line reviews; reduced penetration of lower
margin lumber sales; and the addition of tool rental centers. At the end of
the first quarter of fiscal 2001, we were operating 381 tool rental centers
compared to 177 at the end of the first quarter of fiscal 2000. The increase
in the gross profit rate was partially offset by increased sales penetration
of appliances, which typically carry a lower margin rate.
Page 9 of 15
THE HOME DEPOT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(CONTINUED)
RESULTS OF OPERATIONS - (Continued)
Selling and store operating expenses as a percent of sales were 19.6% for the
first quarter of fiscal 2001 compared to 18.3% for the same period in fiscal
2000. The increase was primarily attributable to higher store selling payroll
expenses resulting mainly from continued market wage pressures, partially offset
by an increase in labor productivity as measured by sales per labor hour. The
addition of 204 tool rental centers also increased payroll, depreciation and
other costs, while increasing gross margin. In addition, medical insurance costs
were higher during the first quarter of fiscal 2001 compared to the same period
of fiscal 2000, due to expansion in the insured base of associates and rising
healthcare costs. Finally, store occupancy costs, including property taxes,
property rent and utilities, increased due to new store growth and energy rate
increases.
Pre-opening expenses as a percent of sales were 0.2% for the first quarters of
fiscal 2001 and fiscal 2000. We opened 44 stores and relocated two stores during
the first quarter of fiscal 2001 compared with 41 new stores and one store
relocation during the first quarter of fiscal 2000. For the first quarter of
fiscal 2001, pre-opening expenses averaged $585,000 per store compared to
$587,000 for the first quarter of fiscal 2000.
General and administrative expenses as a percent of sales were 1.7% for the
first quarter of fiscal 2001 compared to 1.8% for the first quarter of fiscal
2000. The decrease was related to our continued focus on expense control, which
has not affected our continuing investment in long-term growth and strategic
initiatives.
As a percent of sales, interest and investment income was 0.0% for the first
quarter of fiscal 2001 compared to 0.1% for the first quarter of fiscal 2000.
Interest expense as a percent of sales was 0.0% for the first quarters of
fiscal 2001 and fiscal 2000.
Our combined federal and state effective income tax rate decreased to 38.6% for
the first quarter of fiscal 2001 from 38.8% for the first quarter of fiscal
2000. The decrease is attributable to higher projected tax credits during fiscal
2001 compared to fiscal 2000.
Net earnings as a percent of sales were 5.2% for the first quarter of fiscal
2001 compared to 5.7% for the first quarter of fiscal 2000. The decrease was
attributable to higher selling and store operating expenses as a percent of
sales, which was partially offset by a higher gross profit rate as described
above.
Page 10 of 15
THE HOME DEPOT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(CONTINUED)
RESULTS OF OPERATIONS - (Continued)
Diluted earnings per share were $0.27 for the first quarters of fiscal 2001 and
fiscal 2000.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow generated from store operations provides a significant source of
liquidity. During the first quarter of fiscal 2001, cash provided by operations
increased to $2.2 billion compared to $1.7 billion in the same period of fiscal
2000. The increase was primarily due to a decrease in average inventory per
store of approximately 7% and because days payable outstanding increased at a
higher rate in the first quarter of fiscal 2001 compared to the same period last
year.
Cash used in investing activities in the first quarter of fiscal 2001 was $778
million compared to $686 million in the same quarter of the prior year. The
increase was primarily due to an increase in capital expenditures relating to
the planned opening of 118 new stores in the first half of 2001 compared to 81
stores opened during the first half of 2000. We plan to open a total of 200 new
stores and relocate 4 stores during fiscal 2001, exclusive of the addition of 4
Total HOME stores. It is anticipated that 92% of these locations will be owned,
and the remainder will be leased.
The cost of new stores to be constructed and owned varies widely, principally
due to land costs, and is expected to average approximately $14.9 million per
location. The cost to remodel and/or fixture stores to be leased is expected to
average approximately $5.1 million per store. In addition, each new store is
projected to require approximately $3.5 million to finance inventories, net of
vendor financing.
On May 2, 2001, we agreed to acquire Total HOME, a four-store chain of home
improvement stores in Mexico. We anticipate that the transaction will close in
the second quarter of fiscal 2001 after receipt of regulatory approvals.
In the first quarter of fiscal 2001, cash used in financing activities increased
to $244 million compared to $5 million in the same quarter of fiscal 2000 due to
the repayment of $754 million of commercial paper obligations outstanding as of
January 28, 2001. This repayment was funded through cash provided by operations.
In addition, we raised $500 million from the issuance of 5 3/8% Senior Notes
on April 12, 2001. The Senior Notes are due on April 1, 2006 and pay interest
semiannually on April 1 and October 1 of each year commencing October 1,
2001. The net proceeds from the Senior Notes will be used to finance a
portion of our capital expenditure programs, for working capital needs and
for general corporate purposes.
Page 11 of 15
THE HOME DEPOT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES - (Continued)
We have a commercial paper program that allows borrowings up to a maximum of $1
billion. As of April 29, 2001, there were no borrowings outstanding under the
program.
As of April 29, 2001, we had $1.4 billion in cash and cash equivalents.
Management believes that our current cash position, internally generated funds,
funds available from the $1 billion commercial paper program and the ability to
obtain alternate sources of financing should enable us to complete our capital
expenditure programs through the next several fiscal years.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We use derivative financial instruments at various times to manage the risk
associated with foreign currency and interest rate fluctuations. These contracts
are insignificant to our operations and financial position.
Page 12 of 15
THE HOME DEPOT, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
During the first quarter of fiscal 2001, no matters were
submitted to a vote of security holders.
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
4.1 Indenture, dated as of April 12, 2001, between The Home
Depot, Inc. and The Bank of New York. [FORM S-4 (FILE NO.
333-61548) FILED MAY 24, 2001, EXHIBIT 4.1.]
4.2 Registration Rights Agreement, dated as of April 9, 2001,
between The Home Depot, Inc., Credit Suisse First Boston
Corporation and Invemed Associates. [FORM S-4 (FILE NO.
333-61548 ) FILED MAY 24, 2001, EXHIBIT 4.2.]
4.3 Form of 5 3/8% Note due April 1, 2006 (INCLUDED IN
EXHIBIT 4.1).
10.1 Employment Agreement between Dennis M. Donovan and The
Home Depot, Inc., dated March 16, 2001. [FORM S-4 (FILE
NO. 333-61548 ) FILED MAY 24, 2001, EXHIBIT 10.1.]
10.2 Employment Agreement between Frank L. Fernandez and The
Home Depot, Inc., dated April 2, 2001. [FORM S-4 (FILE
NO. 333-61548) FILED MAY 24, 2001, EXHIBIT 10.2.]
10.3 Deferred Stock Units Plan and Agreement between Frank L.
Fernandez and The Home Depot, Inc., dated April 2, 2001.
[FORM S-4 (FILE NO. 333-61548 ) FILED MAY 24, 2001, EXHIBIT
10.3.]
11.1 Computation of Basic and Diluted Earnings Per Share
Page 13 of 15
THE HOME DEPOT, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
(CONTINUED)
(b) Report on Form 8-K
Report on Form 8-K, dated February 20, 2001 and filed April
9, 2001 under Item 5, to report that Registrant issued a
press release attached as Exhibit 99, thereto.
Page 14 of 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE HOME DEPOT, INC.
--------------------
(Registrant)
By: /s/ Robert L. Nardelli
--------------------------------
Robert L. Nardelli
President & CEO
/s/ Carol B. Tome
---------------------------------
Carol B. Tome
Executive Vice President and
Chief Financial Officer
MAY 29, 2001
- ------------------------------
(Date)
Page 15 of 15
THE HOME DEPOT, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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11.1 Computation of Basic and Diluted Earnings Per Share