View:
Download DOC
Download PDF
Download XLS
Download XBRL
rost-20240822
FALSE000074573200007457322024-08-222024-08-22



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):
August 22, 2024

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.)

5130 Hacienda Drive, Dublin, California 94568
(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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common stock, par value $.01ROSTNASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02 Results of Operations and Financial Condition.
On August 22, 2024, the Company issued a press release regarding the Company’s financial results for its fiscal quarter ended August 3, 2024. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.                         
Exhibit
No.		Description
99.1
104Cover Page Interactive Data File. (The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)

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: August 22, 2024
ROSS STORES, INC.
Registrant
By:/s/Adam Orvos
Adam Orvos
Executive Vice President and Chief Financial Officer

2
Document

Exhibit 99.1
https://cdn.kscope.io/f118c2368ee93c62737da43d68ab9de2-image_0a.jpg_______________________________________________________________


FOR IMMEDIATE RELEASE

Contact:Adam OrvosConnie Kao
Executive Vice President,Group Vice President, Investor Relations
Chief Financial Officer(925) 965-4668
(925) 965-4550connie.kao@ros.com


ROSS STORES REPORTS SECOND QUARTER EARNINGS

PROVIDES SECOND HALF AND UPDATED FISCAL 2024 GUIDANCE


Dublin, California, August 22, 2024 -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the 13 weeks ended August 3, 2024 of $1.59 on net income of $527 million. These results compare to earnings per share of $1.32 on net income of $446 million for the 13 weeks ended July 29, 2023. Total sales for the 2024 second quarter increased 7% to $5.3 billion, up from $4.9 billion for the same period in 2023, with comparable store sales up 4% versus last year.

For the six months ended August 3, 2024, earnings per share were $3.05 on net income of $1.0 billion. These results compare to earnings per share of $2.41 on net earnings of $818 million in the first half of 2023. Sales for the first six months of 2024 grew to $10.1 billion, up from $9.4 billion in the prior year. Comparable store sales for the first half of 2024 were up 3%.

Barbara Rentler, Chief Executive Officer, commented, “Second quarter sales and earnings were above our expectations as our stronger value offerings resonated with our customers. Operating margin increased 115 basis points to 12.5% compared to the prior year period. Our improved profitability relative to last year benefited from higher sales, and lower distribution and incentive costs that were partially offset, as expected, by lower merchandise margins.”

During the second quarter of fiscal 2024, a total of 1.8 million shares of common stock were repurchased for an aggregate price of $262 million. As a result, the Company remains on track to buy back a total of $1.05 billion in common stock during fiscal 2024 under the Company’s two-year $2.1 billion authorization approved by its Board of Directors in March of this year.

ROSS STORES, INC. 5130 Hacienda Drive, Dublin, CA 94568 (925) 965-4400
        

Second Half and Updated Fiscal 2024 Guidance

Looking ahead, Ms. Rentler commented, “Our low-to-moderate income customers continue to face persistently high costs on necessities, pressuring their discretionary spending. In addition, our prior year sales comparisons become more challenging during the second half of the year amidst an external environment that is uncertain and volatile. As such, we continue to maintain a cautious approach to forecasting our sales.”

Ms. Rentler continued, “For both the third and fourth quarters, we are planning comparable sales growth of 2% to 3% on top of 5% and 7% gains, respectively, in 2023. If the second half of 2024 performs in line with these sales projections, earnings per share for the third quarter are projected to be $1.35 to $1.41 versus $1.33 last year and $1.60 to $1.67 for the fourth quarter, compared to $1.82 in 2023. This updated earnings guidance now reflects additional efficiencies we expect to achieve in the second half of 2024.”

Ms. Rentler added, “Based on our first half results and second half guidance, earnings per share for the 52 weeks ending February 1, 2025 are now planned to be in the range of $6.00 to $6.13 versus $5.56 last year. As a reminder, both the 2023 fourth quarter and full year results included an approximate $0.20 earnings per share benefit from the 53rd week.”

Ms. Rentler concluded, “Delivering the great values that our off-price customers have come to expect from us is more important than ever, especially given the continued pressures they face from the high costs on necessities. Thus, to maximize our prospects for ongoing market share gains, we will stay laser-focused on providing our shoppers the most quality branded bargains available in the marketplace.”

The Company will host a conference call on Thursday, August 22, 2024 at 4:15 p.m. Eastern time to provide additional details concerning its second quarter results and management’s outlook for the second half and fiscal year 2024. A real-time audio webcast of the conference call will be available in the Investors section of the Company’s website, located at www.rossstores.com. An audio playback will be available at 201-612-7415, PIN #13748197 until 8:00 p.m. Eastern time on August 29, 2024, as well as on the Company’s website.



2

Forward-Looking Statements:  This press release and the related conference call remarks contain forward-looking statements regarding, without limitation, projected sales, costs, and earnings, planned new store growth, capital expenditures, and other matters. These forward-looking statements reflect our then-current beliefs, plans, and estimates with respect to future events and our projected financial performance and operations, and they are subject to risks and uncertainties which could cause our actual results to differ materially from management’s current expectations. The words “plan,” “expect,” “target,” “anticipate,” “estimate,” “believe,” “forecast,” “projected,” “guidance,” “outlook,” “looking ahead,” and similar expressions identify forward-looking statements. Risk factors for Ross Dress for Less® (“Ross”) and dd’s DISCOUNTS® include without limitation, uncertainties arising from the macroeconomic environment, including inflation, high interest rates, housing costs, energy and fuel costs, financial and credit market conditions, recession concerns, geopolitical conditions, and public health and public safety issues that affect consumer confidence, consumer disposable income, and shopping behavior, as well as our costs; unexpected changes in the level of consumer spending on, or preferences for, apparel and home-related merchandise, which could adversely affect us; competitive pressures in the apparel and home-related merchandise retailing industry; our need to effectively manage our inventories, markdowns, and inventory shortage in order to achieve our planned gross margins; risks associated with importing and selling merchandise produced in other countries, including risks from supply chain disruption, shipping delays, and higher than expected ocean freight costs; unseasonable weather or extreme temperatures that may affect shopping patterns and consumer demand for seasonal apparel and other merchandise; our dependence on the market availability, quantity, and quality of attractive brand name merchandise at desirable discounts, and on the ability of our buyers to anticipate consumer preferences and to purchase merchandise to enable us to offer customers a wide assortment of merchandise at competitive prices; information or data security breaches, including cyber-attacks on our transaction processing and computer information systems, which could disrupt our operations, and result in theft or unauthorized disclosure of confidential and valuable business information, such as customer, credit card, employee, or other private and valuable information that we handle in the ordinary course of our business; disruptions in our supply chain or in our information systems, including from ransomware or other cyber-attacks, that could impact our ability to process sales and to deliver product to our stores in a timely and cost-effective manner; our need to obtain acceptable new store sites with favorable consumer demographics to achieve our planned store openings; our need to expand in existing markets and enter new geographic markets in order to achieve planned growth and market penetration; consumer problems or legal issues involving the quality, safety, or authenticity of products we sell, which could harm our reputation, result in lost sales, and/or increase our costs; an adverse outcome in various legal, regulatory, or tax matters, or the adoption of new federal or state tax legislation that increases tax rates or adds new taxes, that could increase our costs; damage to our corporate reputation or brands that could adversely affect our sales and operating results; our need to continually attract, train, and retain associates with the retail talent necessary to execute our off-price retail strategies; our need to effectively advertise and market our business; changes in U.S. tax, tariff, or trade policy regarding apparel and home-related merchandise produced in other countries, which could adversely affect our business; possible volatility in our revenues and earnings; a public health or public safety crisis, or a natural or man-made disaster in California or another region where we have a concentration of stores, offices, or a distribution center, that could harm our business; and our need to maintain sufficient liquidity to support our continuing operations and our new store openings. Other risk factors are set forth in our SEC filings including the Form 10-K for fiscal 2023 and fiscal 2024 Form 8-Ks and 10-Q on file with the SEC. The factors underlying our forecasts and plans are dynamic and subject to change. As a result, any forecasts or forward-looking statements speak only as of the date they are given and do not necessarily reflect our outlook at any other point in time. We disclaim any obligation to update or revise these forward-looking statements.

About Ross Stores, Inc.
Ross Stores, Inc. is an S&P 500, Fortune 500, and Nasdaq 100 (ROST) company headquartered in Dublin, California, with fiscal 2023 revenues of $20.4 billion. Currently, the Company operates Ross Dress for Less® (“Ross”), the largest off-price apparel and home fashion chain in the United States with 1,795 locations in 43 states, the District of Columbia, and Guam. Ross offers first-quality, in-season, name brand and designer apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 60% off department and specialty store regular prices every day. The Company also operates 353 dd’s DISCOUNTS® stores in 22 states that feature a more moderately-priced assortment of first-quality, in-season, name brand apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 70% off moderate department and discount store regular prices every day. Additional information is available at www.rossstores.com.
3


Ross Stores, Inc.
Condensed Consolidated Statements of Earnings
Three Months EndedSix Months Ended
($000, except stores and per share data, unaudited)August 3, 2024July 29, 2023August 3, 2024July 29, 2023
Sales$5,287,519 $4,934,905 $10,145,586 $9,429,591 
Costs and Expenses
Cost of goods sold3,791,929 3,569,367 7,282,601 6,861,973 
Selling, general and administrative836,357 807,898 1,612,639 1,554,120 
Interest income, net(43,350)(37,214)(89,300)(68,611)
Total costs and expenses4,584,936 4,340,051 8,805,940 8,347,482 
Earnings before taxes702,583 594,854 1,339,646 1,082,109 
Provision for taxes on earnings175,435 148,535 324,508 264,599 
Net earnings$527,148 $446,319 $1,015,138 $817,510 
Earnings per share
Basic$1.60 $1.33 $3.07 $2.42 
Diluted$1.59 $1.32 $3.05 $2.41 
Weighted-average shares outstanding (000)
Basic329,392 336,231 330,325 337,140 
Diluted331,511 337,932 332,620 339,003 
Store count at end of period2,148 2,061 2,148 2,061 
4

Ross Stores, Inc.
Condensed Consolidated Balance Sheets
($000, unaudited)August 3, 2024July 29, 2023
Assets
Current Assets
Cash and cash equivalents$4,668,137 $4,583,606 
Accounts receivable181,918 175,410 
Merchandise inventory2,490,558 2,300,063 
Prepaid expenses and other254,370 214,673 
Total current assets7,594,983 7,273,752 
Property and equipment, net3,583,535 3,310,605 
Operating lease assets3,234,180 3,164,685 
Other long-term assets265,323 238,260 
Total assets$14,678,021 $13,987,302 
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable$2,217,227 $2,150,999 
Accrued expenses and other639,703 689,866 
Current operating lease liabilities691,036 668,028 
Accrued payroll and benefits353,980 435,300 
Income taxes payable23,266 25,449 
Current portion of long-term debt949,028 — 
Total current liabilities4,874,240 3,969,642 
Long-term debt1,513,826 2,458,615 
Non-current operating lease liabilities2,710,239 2,653,632 
Other long-term liabilities254,487 231,945 
Deferred income taxes194,697 218,726 
Commitments and contingencies
Stockholders’ Equity5,130,532 4,454,742 
Total liabilities and stockholders’ equity$14,678,021 $13,987,302 

5

Ross Stores, Inc.
Condensed Consolidated Statements of Cash Flows
Six Months Ended
($000, unaudited)August 3, 2024July 29, 2023
Cash Flows From Operating Activities
Net earnings$1,015,138 $817,510 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization217,781 197,924 
Stock-based compensation78,468 72,492 
Deferred income taxes(1,541)1,667 
Change in assets and liabilities:
Merchandise inventory(298,338)(276,568)
Other current assets(81,363)(60,431)
Accounts payable271,582 144,775 
Other current liabilities (197,585)235,490 
Income taxes(46,708)(24,152)
Operating lease assets and liabilities, net6,962 5,172 
Other long-term, net (3,354)2,402 
Net cash provided by operating activities961,042 1,116,281 
Cash Flows From Investing Activities
Additions to property and equipment(333,735)(363,459)
Net cash used in investing activities(333,735)(363,459)
Cash Flows From Financing Activities
Issuance of common stock related to stock plans12,418 12,358 
Treasury stock purchased(71,728)(38,435)
Repurchase of common stock(524,979)(464,890)
Dividends paid(245,751)(228,799)
Net cash used in financing activities(830,040)(719,766)
Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents(202,733)33,056 
Cash, cash equivalents, and restricted cash and cash equivalents:
Beginning of period4,935,441 4,612,241 
End of period$4,732,708 $4,645,297 
Reconciliations:
Cash and cash equivalents$4,668,137 $4,583,606 
Restricted cash and cash equivalents included in prepaid expenses and other14,851 12,955 
Restricted cash and cash equivalents included in other long-term assets49,720 48,736 
Total cash, cash equivalents, and restricted cash and cash equivalents:$4,732,708 $4,645,297 
Supplemental Cash Flow Disclosures
Interest paid$40,158 $40,158 
Income taxes paid, net$372,756 $287,084 
6