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):
November 14, 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))

 


Item 2.02 Results of Operations and Financial Condition.

On November 15, 2005, the Company issued a press release regarding the Company’s sales and earnings results for its third fiscal quarter ended October 29, 2005.  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

 

November 15, 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.

2


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:  November 15, 2005

 

ROSS STORES, INC.

 

Registrant

 

 

 

 

 

 

 

By:

/s/ J. Call

 

 


 

 

John G. Call

 

 

Senior Vice President, Chief Financial Officer,

 

 

Principal Accounting Officer and Corporate Secretary

3

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 THIRD QUARTER EARNINGS,
ANNOUNCES NEW $400 MILLION STOCK REPURCHASE PROGRAM,
20% INCREASE IN QUARTERLY DIVIDEND AND
SETS PRELIMINARY PROJECTED EPS RANGE FOR FISCAL 2006

          Pleasanton, California, November 15, 2005 -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the 13 weeks ended October 29, 2005 of $.25, compared to $.25, as restated, for the 13 weeks ended October 30, 2004.  Net earnings for the third quarter ended October 29, 2005 were $36.3 million, compared to $37.7 million, as restated, for the 13 weeks ended October 30, 2004.  Fiscal 2005 third quarter sales rose 20% to $1.237 billion, from $1.028 billion for the quarter ended October 30, 2004.  Comparable store sales for the period increased 9% over the prior year.

          For the nine months ended October 29, 2005, earnings per share totaled $.87, compared to $.78, as restated, for the nine months ended October 30, 2004.  Net earnings for the nine months ended October 29, 2005 were $128.7 million, compared to $118.1 million, as restated, for the same period in the prior year.   Sales for the first nine months rose 17% to $3.533 billion, with same store sales up 6% over the prior year period.

          Earnings for the third quarter of 2004 are inclusive of a $.01 per share gain on the sale of the Company’s former corporate office and distribution center in Newark, California.   Results for the nine month period ended October 30, 2004 include that gain, as well as a non-cash charge of $.07 in the second quarter to write-down the value of the Newark property to its estimated fair market value.  Net of the gain on the sale of the property, the impairment charge reflected in the 2004 nine month results is $.06 per share.

          Michael Balmuth, Vice Chairman, President and Chief Executive Officer, commented, “Sales during the third quarter were stronger than expected, benefiting from broadbased geographic strength and solid same store sales gains in our back-to-school businesses.  As expected, gross margin during the period declined about 60 basis points, mainly due to the previously-announced increase in inventory shortage resulting from our recent physical inventory of stores and a net cumulative expense for corrections of differences identified in the related reconciliation of merchandise accounts payable.  These higher expenses were partially offset by leverage on occupancy and buying costs, lower distribution expenses and a slight increase in merchandise gross margin.”

ROSS STORES, INC.

4440 Rosewood Drive, Building #4, Pleasanton, California 94588-3050

(925) 965-4400


          “General, selling and administrative expenses as a percent of sales rose about 45 basis points during the third quarter, as leverage from the 9% increase in same store sales was more than offset by higher incentive plan costs compared to the prior year.  During 2004, the incentive plan expense accruals from the first half of that year were reversed in the third quarter when we determined that no bonuses would be paid under the plan,” said Mr. Balmuth.

          Looking ahead to the fourth quarter, Mr. Balmuth said, “We are encouraged by our recent sales trends and remain cautiously optimistic about our prospects heading into the important holiday season.  For the 13 weeks ending January 28, 2006, we continue to project same store sales gains of 2% to 3% and are now forecasting earnings per share to be in the range of $.44 to $.47, compared to $.35, as restated, in the prior year period.”

New $400 Million Stock Repurchase Authorization and 20% Increase in Dividend

          Mr. Balmuth continued, “Strong cash flows continue 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.  Reflecting this strength, we are pleased to report that our Board of Directors has authorized a new two-year $400 million share repurchase program and a 20% increase in the quarterly cash dividend.  The new stock buyback program represents over 10% of the Company’s total market value at current price levels.  The new quarterly cash dividend of $.06 per common share is payable on or about January 3, 2006 to stockholders of record as of December 7, 2005.”

          “During the first nine months of 2005, we also repurchased 4.9 million shares of common stock for an aggregate purchase price of $133 million.   In addition to today’s newly announced share repurchase program, approximately $42 million remains available for future repurchases under the prior two-year, $350 million stock repurchase program authorized in early 2004, which we expect to complete this year.  We ended the third quarter with 144.7 million shares of common stock outstanding,” Mr. Balmuth said.

Fiscal 2006 Outlook

          In commenting on the Company’s outlook for 2006, Mr. Balmuth continued, “We are now planning total unit growth of about 8% in fiscal 2006, consisting of approximately 55 net new Ross locations and about five additional dd’s DISCOUNTS® stores, followed by forecasted unit growth of approximately 9% for fiscal 2007.  As we concentrate on improving our ability to meet customer needs at a more local level, we plan to focus this expansion in the regions we already serve.  Our objective is to improve store sales productivity, especially in our newer markets, before we further pressure profit margins by entering any major new regions.  We believe this more focused growth strategy will enhance our ability to realize improved store sales productivity and profitability across all markets, enabling us to balance growth with improvement in operating margins and overall returns.”

2


          Mr. Balmuth concluded, “Based on our updated store growth assumptions for fiscal 2006, along with our projection for same store sales gains of 3% to 4% and gradual improvement in operating margin, our preliminary forecast is for earnings per share for the 53 weeks ending February 3, 2007 to be in the range of $1.60 to $1.70.  This preliminary forecasted earnings range for fiscal 2006 includes the estimated earnings benefit of about $.06 to $.07 from the 53rd week in 2006, but does not include the projected non-cash earnings impact related to adoption of FAS 123(R), Share-Based Payment.”

          The Company will provide additional details concerning its third quarter results and business outlook on a conference call to be held on Tuesday, November 15, 2005 at 12:00 noon Eastern time.  Participants may listen to a real time audio webcast of the conference call by visiting the Company’s website located at www.rossstores.com.  A recorded version of the call will also be available until the end of the fourth quarter at the website address and via a telephone recording through November 22, 2005 at 402-220-5900, PIN #2342.

          Forward-Looking Statements:  This press release and the recorded comments and transcript on the Company’s website contain forward-looking statements regarding expected sales and earnings levels that are subject to risks and uncertainties which could cause the Company’s actual results to differ materially from management’s current expectations.  The words “plan,” “expect,” “anticipate,” “estimate,” “believe,” “forecast,” “projected,” “guidance,” “looking ahead” and similar expressions identify forward-looking statements. Risk factors for Ross Stores and dd’s DISCOUNTS® 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 effective manner; 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, including higher than planned markdowns and  higher than expected inventory shortage; and greater than planned operating costs. Other risk factors are detailed in the Company’s SEC filings including, without limitation, the Form 10-K for fiscal 2004 and the Form 10-Q’s and Form 8-K’s for fiscal 2005.  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.

* * * * *

3


          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 October 29, 2005, the Company operated 715 Ross stores and 20 dd’s DISCOUNTS® locations, compared to 641 Ross stores and 10 dd’s DISCOUNTS® 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 DISCOUNTS® 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

 

Nine Months Ended

 

 

 


 


 

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

 

October 29,
2005

 

October 30,
2004

 

October 29,
2005

 

October 30,
2004

 


 


 


 


 


 

 

 

 

 

 

As Restated

 

 

 

 

As Restated

 

Sales

 

$

1,236,892

 

$

1,027,744

 

$

3,532,691

 

$

3,028,236

 

Costs and Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

976,323

 

 

805,126

 

 

2,751,853

 

 

2,330,008

 

Selling, general and administrative

 

 

201,304

 

 

162,481

 

 

570,644

 

 

487,628

 

Impairment/(gain on disposal) of long-lived assets

 

 

0

 

 

(2,182

)

 

0

 

 

15,818

 

Interest (income) expense, net

 

 

(461

)

 

391

 

 

(1,339

)

 

897

 

 

 



 



 



 



 

Total costs and expenses

 

 

1,177,166

 

 

965,816

 

 

3,321,158

 

 

2,834,351

 

Earnings before taxes

 

 

59,726

 

 

61,928

 

 

211,533

 

 

193,885

 

Provision for taxes on earnings

 

 

23,401

 

 

24,213

 

 

82,879

 

 

75,809

 

 

 



 



 



 



 

Net earnings

 

$

36,325

 

$

37,715

 

$

128,654

 

$

118,076

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.25

 

$

0.26

 

$

0.89

 

$

0.80

 

Diluted

 

$

0.25

 

$

0.25

 

$

0.87

 

$

0.78

 

Weighted average shares outstanding (000)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

143,753

 

 

146,199

 

 

144,954

 

 

148,071

 

Diluted

 

 

145,659

 

 

148,604

 

 

147,150

 

 

150,983

 

Stores open end of period

 

 

735

 

 

651

 

 

735

 

 

651

 

5


ROSS STORES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

($000, unaudited)

 

October 29,
2005

 

October 30,
2004

 


 


 


 

 

 

 

 

 

As Restated

 

ASSETS

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

177,753

 

$

57,787

 

Accounts receivable

 

 

35,246

 

 

33,077

 

Merchandise inventory

 

 

1,064,972

 

 

999,603

 

Prepaid expenses and other

 

 

44,705

 

 

47,792

 

Deferred income taxes

 

 

8,968

 

 

25,273

 

 

 



 



 

Total current assets

 

$

1,331,644

 

$

1,163,532

 

Property and equipment, net

 

 

629,304

 

 

541,189

 

Other long-term assets

 

 

53,593

 

 

58,005

 

 

 



 



 

Total assets

 

$

2,014,541

 

$

1,762,726

 

 

 



 



 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other

 

$

945,414

 

$

779,209

 

 

 



 



 

Total current liabilities

 

$

945,414

 

$

779,209

 

Long-term debt

 

 

50,000

 

 

50,000

 

Other long-term liabilities

 

 

119,955

 

 

113,501

 

Deferred income taxes

 

 

96,975

 

 

87,929

 

Stockholders’ equity

 

 

802,197

 

 

732,087

 

 

 



 



 

Total liabilities and stockholders’ equity

 

$

2,014,541

 

$

1,762,726

 

 

 



 



 

6


ROSS STORES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

Nine Months Ended

 

 

 


 

($000, unaudited)

 

October 29,
2005

 

October 30,
2004

 


 


 


 

 

 

 

 

 

As Restated

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net earnings

 

$

128,654

 

$

118,076

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

 

81,457

 

 

70,131

 

Deferred income taxes

 

 

4,774

 

 

7,525

 

Tax benefit from equity issuance

 

 

18,102

 

 

8,120

 

Impairment of long-lived assets

 

 

—  

 

 

15,818

 

Change in assets and liabilities:

 

 

 

 

 

 

 

Merchandise inventory

 

 

(211,860

)

 

(158,112

)

Other current assets, net

 

 

(2,041

)

 

(26,109

)

Accounts payable

 

 

209,410

 

 

71,054

 

Other current liabilities

 

 

31,779

 

 

1,713

 

Other long-term, net

 

 

3,926

 

 

6,641

 

 

 



 



 

Net cash provided by operating activities

 

 

264,201

 

 

114,857

 

 

 



 



 

CASH FLOWS USED IN INVESTING ACTIVITIES

 

 

 

 

 

 

 

Additions to property and equipment

 

 

(139,331

)

 

(112,176

)

Sales of short-term investments, net

 

 

67,400

 

 

—  

 

Proceeds from sale of Newark Facility

 

 

—  

 

 

17,400

 

 

 



 



 

Net cash used in investing activities

 

 

(71,931

)

 

(94,776

)

 

 



 



 

CASH FLOWS USED IN FINANCING ACTIVITIES

 

 

 

 

 

 

 

Issuance of common stock related to stock plans

 

 

31,238

 

 

12,862

 

Treasury stock purchased

 

 

(6,065

)

 

(7,532

)

Repurchase of common stock

 

 

(132,976

)

 

(150,141

)

Dividends paid

 

 

(22,045

)

 

(19,029

)

 

 



 



 

Net cash used in financing activities

 

 

(129,848

)

 

(163,840

)

 

 



 



 

Net increase (decrease) in cash and cash equivalents

 

 

62,422

 

 

(143,759

)

 

 



 



 

Cash and cash equivalents:

 

 

 

 

 

 

 

Beginning of period

 

 

115,331

 

 

201,546

 

 

 



 



 

End of period

 

$

177,753

 

$

57,787

 

 

 



 



 

NON-CASH INVESTING ACTIVITIES

 

 

 

 

 

 

 

Straight-line rent capitalization in build-out period

 

$

3,059

 

$

3,998

 

7