UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported):
March 16, 2005

ROSS STORES, INC.
(Exact name of registrant as specified in its charter)

Delaware

 

0-14678

 

94-1390387

(State or other jurisdiction of
incorporation)

 

(Commission File No.)

 

(I.R.S. Employer Identification No.)

4440 Rosewood Drive, Pleasanton, California, 94588-3050
(Address of principal executive offices)

Registrant’s telephone number, including area code:
 (925) 965-4400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




2

Item 2.02 Results of Operations and Financial Condition.

On March 16, 2005, the Company issued a press release regarding the Company’s sales and earnings results for its fourth quarter and fiscal year ended January 29, 2005, and its fourth quarter and fiscal year ended January 31, 2004.  These results reflect adjustments in the Company’s lease accounting in response to recent SEC communications.  The full text of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

          (c)          Exhibits.

 

Exhibit
No.

 

Description

 


 


 

99.1

 

March 16, 2005 Press Release by Ross Stores, Inc.*

 

 

 

 

*Pursuant to Item 2.02 of Form 8-K, Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.


3

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 hereunto duly authorized.

Date:     March 16, 2005

 

ROSS STORES, INC.

 

Registrant

 

 

 

 

 

 

 

By:

/s/J. CALL

 

 


 

 

John G. Call

 

 

Senior Vice President, Chief Financial Officer,
Principal Accounting Officer and Corporate Secretary

Exhibit 99.1

Message__________________________________________________________

FOR IMMEDIATE RELEASE

Contact:

John G. Call

Katie Loughnot

 

Senior Vice President,

Vice President, Investor Relations

 

Chief Financial Officer

(925) 965-4509

 

(925) 965-4315

email:  katie.loughnot@ros.com

ROSS STORES REPORTS FOURTH QUARTER AND FISCAL 2004 RESULTS

          Pleasanton, California, March 16, 2005 -- Ross Stores, Inc. (Nasdaq: ROST) today reported net earnings for the 13 weeks ended January 29, 2005 of $49.4 million and earnings per share of $.33.  These fourth quarter results are inclusive of a non-cash lease accounting charge of $2.3 million to net earnings, or approximately $.02 per share.  For the 13 weeks ended January 31, 2004, the Company generated $71.3 million in net earnings and $.46 in earnings per share, which reflects the expected restatement of last year’s results to reduce net earnings by about $2.4 million, or $.02 per share, from applying the corrective adjustment in lease accounting. 

           For the fiscal year ended January 29, 2005, net earnings totaled $168.5 million, and earnings per share were $1.12, which also includes the above-referenced non-cash corrective accounting adjustment of $.02 per share. In addition, fiscal 2004 results include a non-cash charge of approximately $.06 per share to write-down the value of the Company’s former headquarters and distribution center in Newark, California to its estimated fair market value. For the fiscal year ended January 31, 2004, net earnings totaled $225.7 million, and earnings per share were $1.45, again reflecting a reduction of about $.02 due to the adjustment in lease accounting.

          As previously announced, in response to recent SEC communications, the Company has adjusted the way it accounts for its operating leases, including the accounting for “rent holidays” and tenant allowances.  The Company expects to report a cumulative, non-cash charge to earnings per share through fiscal 2002 of $.05.  The Company plans to restate its financial statements for its fiscal years 2003 and prior, which will be reflected in the Company’s Form 10-K for its fiscal year ended January 29, 2005.    

          Sales for the fourth quarter ended January 29, 2005 increased 10% to $1.212 billion with comparable store sales flat to the prior year.   For the fiscal 2004 year ended January 29, 2005, sales increased 8% to $4.240 billion with comparable store sales down 1% from the prior year.


2

          Michael Balmuth, Vice Chairman, President and Chief Executive Officer, commented, “Fiscal 2004 was a challenging year.  Difficulties associated with the implementation and integration of new information systems and distribution centers resulted in below plan sales and a contraction in profit margins.  As previously reported, by the end of fiscal 2004 we were essentially complete with the remediation of the remaining merchant reporting issues related to our Core Merchandising System.  We also have initiatives in place to roll out engineered standards throughout our distribution network by early 2006, which we believe will eventually result in a gradual improvement of distribution productivity.”

          Mr. Balmuth continued, “The in-store merchandise imbalances that resulted from our system problems in 2004 continued to negatively impact both sales and operating margin during the fourth quarter.  Gross margin declined about 450 basis points as a percent of sales, mainly due to higher markdowns, an increase in distribution costs, and the deleveraging effect on occupancy and buying expenses from flat same store sales during the period.  The lower gross margin was partially offset by a 55 basis point decline in selling, general and administrative costs as a percent of sales, mainly due to lower incentive plan costs during the period.”

          “Strong operating cash flows continued to provide the resources to fund capital investments in new store growth and infrastructure, as well as the Company’s stock repurchase and dividend programs.  During fiscal 2004, $147 million in capital expenditures supported the addition of 71 net new Ross locations and ten dd’s DISCOUNTSSM stores, along with continued investments in infrastructure.  We also repurchased 6.5 million shares of common stock for an aggregate purchase of $175 million under the two-year $350 million program authorized by our Board of Directors in early 2004,” Mr. Balmuth said. 

          “In addition, initial customer response to dd’s DISCOUNTSSM appears to be favorable.  During the third quarter of 2004, we opened the first ten of these new concept stores, which feature competitive everyday discounts on moderate department and discount store brands.  We are targeting customers with household incomes of $30,000 to $40,000, one of the fastest-growing demographics in the country.  Ultimately, we believe that dd’s DISCOUNTSSM has the potential to become a chain of at least 500 locations,” noted Mr. Balmuth.

          The Company will host a conference call on Wednesday, March 16, 2005 at 11:00 a.m. Eastern time to communicate additional details concerning the fourth quarter and fiscal year 2004 results and management’s outlook and plans for 2005.  A real time audio webcast of the conference call will be available at www.rossstores.com.  An audio playback will be available at (402) 220-5900, PIN #2342 through March 23, 2005. 

          Forward-Looking Statements:  This press release and the recorded comments and transcript on the Company’s website contain forward-looking statements regarding planned new store growth and expected sales and earnings levels and forward-looking statements concerning the Company’s distribution centers and information systems, all of which are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from management’s current expectations.  The words “plan,” “expect,” “anticipate,” “estimate,” “believe,” “forecast,” “project,” “guidance,” “looking ahead” and similar expressions identify forward-looking statements. Risk factors for Ross Stores and dd’s DISCOUNTSSM include, without limitation, the Company’s ability to effectively operate and integrate various new supply chain and core merchandising systems, including generation of all necessary information in a timely and cost


3

effective manner; migrating the Company’s data center from Newark, California to Pleasanton, California in the first half of 2005 without unexpected delays or interruption in system availability; achieving and maintaining targeted levels of productivity and efficiency in its distribution centers; obtaining acceptable new store locations; competitive pressures in the apparel industry; changes in the level of consumer spending on or preferences for apparel or home-related merchandise; changes in geopolitical and general economic conditions; unseasonable weather trends; disruptions in supply chain; lower than planned gross margin; and greater than planned operating costs. Other risk factors are detailed in the Company’s Form 10-K for fiscal 2003.  The factors underlying our forecasts are dynamic and subject to change.  As a result, our forecasts speak only as of the date they are given and do not necessarily reflect the Company’s outlook at any other point in time.  The Company does not undertake to update or revise these forward-looking statements.

          Ross Stores, Inc., a Fortune 500 and Nasdaq 100 (ROST) company headquartered in Pleasanton, California, is the nation’s second-largest off-price company with fiscal 2004 revenues of $4.2 billion.  As of January 29, 2005, the Company operated 639 Ross stores and ten dd’s DISCOUNTSSM stores, compared to 568 Ross locations at the end of the same period last year.  Ross Stores offers first-quality, in-season, name brand and designer apparel, accessories, footwear and home fashions for the entire family at everyday savings of 20 to 60 percent off department and specialty store regular prices.  dd’s DISCOUNTSSM features a more moderately-priced assortment of first-quality, in-season, name brand apparel, accessories, footwear and home fashions for the entire family at everyday savings of 20 to 70 percent off moderate department and discount store regular prices.  Additional information is available on the Company’s website at www.rossstores.com.

* * * *


4

ROSS STORES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 


 


 

($000, except stores and per share data, unaudited)

 

January 29,
2005

 

January 31,
2004
As Restated

 

January 29,
2005

 

January 31,
2004
As Restated

 


 



 



 



 



 

Sales

 

$

1,211,754

 

$

1,098,749

 

$

4,239,990

 

$

3,920,583

 

Costs and Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold, including related buying, distribution and occupancy costs

 

 

952,431

 

 

814,243

 

 

3,280,689

 

 

2,921,942

 

Selling, general and administrative

 

 

178,035

 

 

167,425

 

 

665,635

 

 

628,359

 

Impairment of long-lived assets

 

 

—  

 

 

—  

 

 

15,818

 

 

—  

 

Interest expense (income), net

 

 

19

 

 

11

 

 

915

 

 

(262

)

 

 



 



 



 



 

Total costs and expenses

 

 

1,130,485

 

 

981,679

 

 

3,963,057

 

 

3,550,039

 

Earnings before taxes

 

 

81,269

 

 

117,070

 

 

276,933

 

 

370,544

 

Provision for taxes on earnings

 

 

31,887

 

 

45,774

 

 

108,392

 

 

144,883

 

 

 



 



 



 



 

Net earnings

 

$

49,382

 

$

71,296

 

$

168,541

 

$

225,661

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.34

 

$

0.47

 

$

1.14

 

$

1.48

 

Diluted

 

$

0.33

 

$

0.46

 

$

1.12

 

$

1.45

 

Weighted average shares outstanding (000)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

145,662

 

 

150,725

 

 

147,468

 

 

152,165

 

Diluted

 

 

148,563

 

 

154,030

 

 

150,380

 

 

155,151

 

Stores open end of period

 

 

649

 

 

568

 

 

649

 

 

568

 

                           

The impact of the Company’s lease accounting adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in cost of goods sold, including related buying distribution and occupancy costs

 

$

2,050

 

$

4,007

 

$

2,050

 

$

4,007

 

Increase in selling, general, and administrative

 

 

1,467

 

 

—  

 

 

1,467

 

 

—  

 

Reduction in earnings before taxes

 

 

3,517

 

 

4,007

 

 

3,517

 

 

4,007

 

Reduction in provision for taxes on earnings

 

 

1,264

 

 

1,566

 

 

1,264

 

 

1,566

 

 

 



 



 



 



 

Reduction in net earnings

 

$

2,253

 

$

2,441

 

$

2,253

 

$

2,441

 

 

 



 



 



 



 

Reduction in diluted earnings per share

 

$

0.02

 

$

0.02

 

$

0.02

 

$

0.02

 

5

ROSS STORES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

($000, unaudited)

 

January 29,
2005

 

January 31,
2004
As Restated

 


 



 



 

ASSETS

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

115,331

 

$

201,546

 

Short-term investments

 

 

67,400

 

 

—  

 

Accounts receivable

 

 

31,154

 

 

25,292

 

Merchandise inventory

 

 

853,112

 

 

841,491

 

Prepaid expenses and other

 

 

46,750

 

 

29,467

 

Deferred income taxes

 

 

20,115

 

 

29,794

 

 

 



 



 

Total Current Assets

 

$

1,133,862

 

$

1,127,590

 

Property and equipment, net

 

 

542,004

 

 

504,758

 

Other long-term assets

 

 

57,100

 

 

52,473

 

 

 



 



 

Total Assets

 

$

1,732,966

 

$

1,684,821

 

 

 



 



 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other

 

$

711,561

 

$

703,721

 

Income taxes payable

 

 

—  

 

 

9,146

 

 

 



 



 

Total Current Liabilities

 

$

711,561

 

$

712,867

 

Long-term debt

 

 

50,000

 

 

50,000

 

Other long-term liabilities

 

 

117,872

 

 

97,809

 

Deferred income taxes

 

 

97,447

 

 

79,709

 

Stockholders’ Equity

 

 

756,086

 

 

744,436

 

 

 



 



 

Total Liabilities and Stockholders’ Equity

 

$

1,732,966

 

$

1,684,821

 

 

 



 



 


6

ROSS STORES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

Year Ended

 

 

 


 

($000, unaudited)

 

January 29,
2005

 

January 31,
2004
As Restated

 


 



 



 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net earnings

 

$

168,541

 

$

225,661

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

89,626

 

 

76,739

 

Impairment of long-lived assets

 

 

15,818

 

 

—  

 

Deferred income taxes

 

 

27,417

 

 

30,380

 

Change in assets and liabilities:

 

 

 

 

 

 

 

Merchandise inventory

 

 

(11,621

)

 

(124,973

)

Other current assets, net

 

 

(23,145

)

 

494

 

Accounts payable

 

 

2,908

 

 

48,881

 

Other current liabilities

 

 

(5,123

)

 

35,331

 

Other long-term, net

 

 

15,927

 

 

10,402

 

 

 



 



 

Net cash provided by operating activities

 

 

280,348

 

 

302,915

 

 

 



 



 

CASH FLOWS USED IN INVESTING ACTIVITIES

 

 

 

 

 

 

 

Additions to property and equipment

 

 

(146,537

)

 

(149,227

)

Purchases of short-term investments

 

 

(67,400

)

 

—  

 

Proceeds from sale of Newark facility

 

 

17,400

 

 

—  

 

 

 



 



 

Net cash used in investing activities

 

 

(196,537

)

 

(149,227

)

 

 



 



 

CASH FLOWS USED IN FINANCING ACTIVITIES

 

 

 

 

 

 

 

Proceeds from long-term debt

 

 

—  

 

 

25,000

 

Issuance of common stock related to stock plans, net

 

 

23,391

 

 

28,351

 

Tax benefit from equity issuance

 

 

14,805

 

 

15,089

 

Treasury stock related to tax withholding

 

 

(7,962

)

 

(3,656

)

Repurchase of common stock

 

 

(175,000

)

 

(150,003

)

Dividends paid

 

 

(25,260

)

 

(17,572

)

 

 



 



 

Net cash used in financing activities

 

 

(170,026

)

 

(102,791

)

 

 



 



 

Net increase (decrease) in cash and cash equivalents

 

 

(86,215

)

 

50,897

 

 

 



 



 

Cash and cash equivalents:

 

 

 

 

 

 

 

Beginning of year

 

 

201,546

 

 

150,649

 

 

 



 



 

End of year

 

$

115,331

 

$

201,546