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, 2006

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))

 

 





ROSS STORES, INC.

4440 Rosewood Drive, Pleasanton, California 94588-3050

(925) 965-4400


Item 2.02 Results of Operations and Financial Condition.

On November 14, 2006, the Company issued a press release regarding the Company’s financial results for its third fiscal quarter ended October 28, 2006.  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 14, 2006 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.


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 14, 2006

 

 

 

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 THIRD QUARTER EARNINGS

          Pleasanton, California, November 14, 2006 -- Ross Stores, Inc. (Nasdaq: ROST) today reported that earnings per share for the 13 weeks ended October 28, 2006 rose 24% to $.31, from $.25 for the 13 weeks ended October 29, 2005.  Net earnings for the fiscal 2006 third quarter were $43.9 million, compared to $36.3 million for the third quarter of 2005.  The current year third quarter results include pre-tax stock option related expenses of $3.2 million, or about $.01 per share, recognized pursuant to FAS No. 123(R), “Share-Based Payment.”  Third quarter earnings per share before these non-cash charges grew 32% over the prior year period.  Fiscal 2006 third quarter sales rose 10% to $1.362 billion, from $1.237 billion for the quarter ended October 29, 2005.  Same store sales for the period increased 4% on top of a strong 9% gain in the prior year comparable quarter.

          For the nine months ended October 28, 2006, earnings per share grew 20% to $1.04 from $.87 for the nine months ended October 29, 2005.  Net earnings for the fiscal 2006 year-to-date period were $148.5 million, compared to $128.7 million for the same period in the prior year.   The fiscal 2006 year-to-date results include pre-tax stock option related expenses of $10.0 million, or about $.04 per share, recognized pursuant to FAS No. 123(R), “Share-Based Payment.”   Before these non-cash charges, earnings per share for the first nine months of 2006 grew 24% over the prior year.  Sales for the first nine months rose 12% to $3.962 billion, with same store sales up 5% on top of a 6% increase in the prior year comparable period.

          Michael Balmuth, Vice Chairman, President and Chief Executive Officer, commented, “Third quarter earnings were better than planned, benefiting from healthy sales trends and a measurable improvement in operating margin.  Regionally, the strongest sales performance during the quarter was in the Southwest and Texas, while Home and Shoes remained the top-performing merchandise categories.  Before approximately 25 basis points in stock option-related costs, earnings before interest and taxes increased about 65 basis points during the quarter.  Improvements over the prior year period in shrink-related expenses and selling, general and administrative costs were partially offset by higher supply chain and incentive plan costs along with slight increases in markdown and occupancy expenses.  Better-than-plan shrink results from our recent annual physical inventory of our merchandise contributed about $.02 to our improved earnings per share during the quarter.”


          “Our balance sheet and cash flows as we ended the third quarter remain solid and healthy, and we continue to return capital to stockholders through our stock repurchase and dividend programs.  During the first nine months of 2006, we repurchased 5.4 million shares of common stock for an aggregate of $147.7 million as part of the two-year $400 million program authorized by our Board of Directors in the fourth quarter of 2005.  We ended the third quarter with 139.9 million shares of common stock issued and outstanding.  Approximately $252.3 million remains available under the current stock repurchase authorization, which we expect to complete by the end of fiscal 2007.” 

          The Company will provide additional details concerning its third quarter results and business outlook on a conference call to be held on Tuesday, November 14, 2006 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 21, 2006 at 402-220-5900, PIN #2342.

          Forward-Looking Statements: This press release, the conference call recording and other material on the Company’s website contain forward-looking statements 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 convert certain Albertsons real estate sites to the Ross and dd’s DISCOUNTS formats in a timely and cost effective manner and on acceptable terms, and the ability to achieve targeted levels of sales, profits and cash flows from these acquired store locations;the Company’s ability to effectively operate its various supply chain, core merchandising and other information systems; its ability to improve its micro-merchandising capabilities through the implementation of new processes and systems enhancements; achieving and maintaining targeted levels of productivity and efficiency in its distribution centers; potential pressure on freight costs from higher-than-expected fuel surcharges; 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, including the potential impact from higher gas prices on consumer spending; 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; greater than planned operating costs; the Company’s ability to continue to purchase attractive brand-name merchandise at desirable discounts; the Company’s ability to identify and successfully enter new geographic markets; and the Company’s ability to attract and retain personnel with the retail talent necessary to execute its strategies.  Other risk factors are detailed in the Company’s SEC filings including, without limitation, the Form 10-K for fiscal 2005 and the Form 10-Q’s and 8-K’s for fiscal 2006.  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 2005 revenues of $4.9 billion.  As of October 28, 2006, the Company operated 772 Ross stores and 26 dd’s DISCOUNTS locations, compared to 715 Ross stores and 20 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 at www.rossstores.com.

* * * *


Ross Stores, Inc.
Condensed Consolidated Statements of Earnings

 

 

Three Months Ended

 

Nine Months Ended

 







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

 

October 28,
2006

 

October 29,
2005

 

October 28,
2006

 

October 29,
2005

 















Sales

 

$

1,362,045

 

$

1,236,892

 

$

3,961,773

 

$

3,532,691

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

1,073,820

 

 

979,887

 

 

3,086,786

 

 

2,764,052

 

Selling, general and administrative

 

 

217,586

 

 

197,740

 

 

635,388

 

 

558,445

 

Interest income, net

 

 

(1,775

)

 

(461

)

 

(5,213

)

 

(1,339

)

 

 



 



 



 



 

Total costs and expenses

 

 

1,289,631

 

 

1,177,166

 

 

3,716,961

 

 

3,321,158

 

Earnings before taxes

 

 

72,414

 

 

59,726

 

 

244,812

 

 

211,533

 

Provision for taxes on earnings

 

 

28,481

 

 

23,401

 

 

96,285

 

 

82,879

 

 

 



 



 



 



 

Net earnings

 

$

43,933

 

$

36,325

 

$

148,527

 

$

128,654

 















Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.32

 

$

0.25

 

$

1.06

 

$

0.89

 

Diluted

 

$

0.31

 

$

0.25

 

$

1.04

 

$

0.87

 















Weighted average shares outstanding (000)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

138,570

 

 

143,753

 

 

140,184

 

 

144,954

 

Diluted

 

 

140,887

 

 

145,659

 

 

142,672

 

 

147,150

 















Dividends per share

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.06

 

$

0.05

 

$

0.12

 

$

0.10

 















Stores open at end of period

 

 

798

 

 

735

 

 

798

 

 

735

 
















Ross Stores, Inc.
Condensed Consolidated Balance Sheets









($000, unaudited)

 

October 28,
2006

 

October 29,
2005

 









Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

122,069

 

$

177,753

 

Short-term investments

 

 

4,857

 

 

—  

 

Accounts receivable

 

 

36,823

 

 

35,246

 

Merchandise inventory

 

 

1,065,549

 

 

1,064,972

 

Prepaid expenses and other

 

 

51,326

 

 

44,705

 

Deferred income taxes

 

 

20,014

 

 

8,968

 

 

 



 



 

Total current assets

 

 

1,300,638

 

 

1,331,644

 

Property and equipment, net

 

 

740,385

 

 

629,304

 

Other long-term assets

 

 

60,267

 

 

53,593

 

Long-term investments

 

 

30,838

 

 

—  

 

 

 



 



 

Total assets

 

$

2,132,128

 

$

2,014,541

 

 

 



 



 









Liabilities and stockholders’ equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other

 

$

1,047,526

 

$

945,414

 

 

 



 



 

Total current liabilities

 

 

1,047,526

 

 

945,414

 

Long-term debt

 

 

—  

 

 

50,000

 

Other long-term liabilities

 

 

128,503

 

 

119,955

 

Deferred income taxes

 

 

97,363

 

 

96,975

 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders’ equity

 

 

858,736

 

 

802,197

 

 

 



 



 

Total liabilities and stockholders’ equity

 

$

2,132,128

 

$

2,014,541

 

 

 



 



 










Ross Stores, Inc.
Condensed Consolidated Statements of Cash Flows

 

 

Nine Months Ended

 





($000, unaudited)

 

October 28,
2006

 

October 29,
2005

 









Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net earnings

 

$

148,527

 

$

128,654

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

 

78,680

 

 

69,073

 

Stock-based compensation

 

 

20,121

 

 

12,384

 

Deferred income taxes

 

 

(496

)

 

4,774

 

Tax benefit from equity issuance

 

 

11,943

 

 

18,102

 

Excess tax benefits from stock-based compensation

 

 

(4,509

)

 

—  

 

Change in assets and liabilities:

 

 

 

 

 

 

 

Merchandise inventory

 

 

(127,458

)

 

(211,860

)

Other current assets, net

 

 

(21,937

)

 

(2,041

)

Accounts payable

 

 

204,604

 

 

209,410

 

Other current liabilities

 

 

15,145

 

 

31,779

 

Other long-term, net

 

 

5,629

 

 

3,926

 

 

 



 



 

Net cash provided by operating activities

 

 

330,249

 

 

264,201

 

 

 



 



 

Cash Flows Used in Investing Activities

 

 

 

 

 

 

 

Purchase of assets under lease

 

 

(87,329

)

 

—  

 

Other additions to property and equipment

 

 

(93,365

)

 

(139,331

)

Sales (purchases) of investments, net

 

 

(11,726

)

 

67,400

 

 

 



 



 

Net cash used in investing activities

 

 

(192,420

)

 

(71,931

)

 

 



 



 

Cash Flows Used in Financing Activities

 

 

 

 

 

 

 

Repayment of term debt

 

 

(50,000

)

 

—  

 

Issuance of common stock related to stock plans

 

 

13,991

 

 

31,238

 

Excess tax benefits from stock-based compensation

 

 

4,509

 

 

—  

 

Treasury stock purchased

 

 

(2,935

)

 

(6,065

)

Repurchase of common stock

 

 

(147,726

)

 

(132,976

)

Dividends paid

 

 

(25,366

)

 

(22,045

)

 

 



 



 

Net cash used in financing activities

 

 

(207,527

)

 

(129,848

)

 

 



 



 

Net (decrease) increase in cash and cash equivalents

 

 

(69,698

)

 

62,422

 

Cash and cash equivalents:

 

 

 

 

 

 

 

Beginning of period

 

 

191,767

 

 

115,331

 

 

 



 



 

End of period

 

$

122,069

 

$

177,753

 

 

 



 



 

Non-Cash Investing Activities

 

 

 

 

 

 

 

Straight-line rent capitalization in build-out period

 

$

—  

 

$

3,059

 

Change in fair value of investment securities

 

$

5

 

$

—