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

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 30, 2019

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DOLLAR TREE, INC.
(Exact name of registrant as specified in its charter)

Virginia
0-25464
26-2018846
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
500 Volvo Parkway
Chesapeake, Virginia
 
23320
(Address of principal executive offices)
 
(Zip Code)

(757) 321-5000
(Registrant’s telephone number, including area code)

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:

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, par value $.01 per share
DLTR
NASDAQ 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 o

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. o









EXPLANATORY NOTE

On May 30, 2019, Dollar Tree, Inc. (the “Company”) issued a press release and filed a Form 8-K (“Initial Form 8-K”) reporting its fiscal 2019 first quarter sales and earnings results. A copy of the Company’s condensed consolidated financial statements for the quarter ended May 4, 2019 was attached as Exhibit 99.1 to the Initial Form 8-K. Subsequent to that filing, the Company determined that a balance sheet reclassification of $122.1 million was necessary to decrease “Operating lease right-of-use assets” and “Current portion of operating lease liabilities” and “Operating lease liabilities, long-term,” accordingly, on the Company’s May 4, 2019 Condensed Consolidated Balance Sheets (Unaudited). As a result, the Company is filing this Form 8-K/A to furnish the Company’s condensed consolidated financial statements for the fiscal 2019 first quarter, as revised to include the foregoing balance sheet reclassification. Other than this correction, no other changes were made to the Company’s condensed consolidated financial statements attached to the Initial Form 8-K.

Item 2.02. Results of Operations and Financial Condition.

On May 30, 2019, the Company issued a press release reporting it fiscal 2019 first quarter sales and earnings results. On May 31, 2019, the Company issued a correction to its May 4, 2019 Condensed Consolidated Balance Sheets (Unaudited) as described in the Explanatory Note above. A copy of the Company’s revised condensed consolidated financial statements for the quarter ended May 4, 2019 is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by this reference.

The information contained in Items 2.02 and 7.01, including that incorporated by reference, is being furnished to the Securities and Exchange Commission. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

The information (including disclaimer) presented under Item 2.02 is incorporated by reference into this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

99.1     Revised Condensed Consolidated Financial Statements issued by Dollar Tree, Inc.






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.


 
 
 
 
DOLLAR TREE, INC.
  
  
  
Date: May 31, 2019
By:  
/s/ Kevin S. Wampler
 
Kevin S. Wampler
 
Chief Financial Officer




EXHIBITS









Exhibit 99.1
DOLLAR TREE, INC.
Condensed Consolidated Income Statements
(In millions, except per share data)
(Unaudited)
 
 
 
 
 
13 Weeks Ended
 
 
May 4, 2019
 
May 5, 2018
 
 
 
 
 
Net sales
 
$
5,808.7

 
$
5,553.7

 
 
 
 
 
Cost of sales
 
4,081.5

 
3,854.1

 
 
 
 
 
Gross profit
 
1,727.2

 
1,699.6

 
 
29.7
%
 
30.6
%
 
 
 
 
 
Selling, general & administrative expenses
 
1,341.7

 
1,262.0

 
 
23.1
%
 
22.7
%
 
 
 
 
 
Operating income
 
385.5

 
437.6

 
 
6.6
%
 
7.9
%
 
 
 
 
 
Interest expense, net
 
41.4

 
230.0

Other expense, net
 
0.2

 
0.2

 
 
 
 
 
Income before income taxes
 
343.9

 
207.4

 
 
5.9
%
 
3.7
%
 
 
 
 
 
Provision for income taxes
 
76.0

 
46.9

Income tax rate
 
22.1
%
 
22.6
%
 
 
 
 
 
Net income
 
$
267.9

 
$
160.5

 
 
4.6
%
 
2.9
%
 
 
 
 
 
Net earnings per share:
 
 
 
 
  Basic
 
$
1.13

 
$
0.68

  Weighted average number of shares
 
238.0

 
237.5

 
 
 
 
 
  Diluted
 
$
1.12

 
$
0.67

  Weighted average number of shares
 
239.1

 
238.5

 
 
 
 
 









DOLLAR TREE, INC.
Condensed Consolidated Balance Sheets
(In millions)
(Unaudited)
 
 
 
 
 
 
 
 
 
May 4,
 
February 2,
 
May 5,
 
 
2019
 
2019
 
2018
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
725.8

 
$
422.1

 
$
475.2

Merchandise inventories
 
3,325.5

 
3,536.0

 
3,248.2

Other current assets
 
194.8

 
335.2

 
318.6

Total current assets
 
4,246.1

 
4,293.3

 
4,042.0

 
 
 
 
 
 
 
Property, plant and equipment, net
 
3,525.0

 
3,445.3

 
3,249.7

Restricted cash
 
24.7

 
24.6

 
—

Operating lease right-of-use assets
 
6,111.0

 
—

 
—

Goodwill
 
2,295.9

 
2,296.6

 
5,024.2

Favorable lease rights, net
 
—

 
288.7

 
354.9

Trade name intangible asset
 
3,100.0

 
3,100.0

 
3,100.0

Other assets
 
51.6

 
52.7

 
56.3

 
 
 
 
 
 
 
Total assets
 
$
19,354.3

 
$
13,501.2

 
$
15,827.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
 
$
750.0

 
$
—

 
$
—

Current portion of operating lease liabilities
 
1,215.9

 
—

 
—

Accounts payable
 
1,186.5

 
1,416.4

 
1,181.5

Income taxes payable
 
125.2

 
60.0

 
81.7

Other current liabilities
 
701.7

 
619.3

 
654.0

Total current liabilities
 
3,979.3

 
2,095.7

 
1,917.2

 
 
 
 
 
 
 
Long-term debt, net, excluding current portion
 
3,516.9

 
4,265.3

 
5,040.1

Operating lease liabilities, long-term
 
4,849.5

 
—

 
—

Unfavorable lease rights, net
 
—

 
78.8

 
94.5

Deferred income taxes, net
 
954.2

 
973.2

 
976.2

Income taxes payable, long-term
 
35.8

 
35.4

 
42.5

Other liabilities
 
262.7

 
409.9

 
400.9

 
 
 
 
 
 
 
Total liabilities
 
13,598.4

 
7,858.3

 
8,471.4

 
 
 
 
 
 
 
Shareholders' equity
 
5,755.9

 
5,642.9

 
7,355.7

 
 
 
 
 
 
 
Total liabilities and shareholders' equity
 
$
19,354.3

 
$
13,501.2

 
$
15,827.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
The February 2, 2019 information was derived from the audited consolidated financial statements as of that date.




DOLLAR TREE, INC.
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
 
 
 
 
 
 
 
13 Weeks Ended
 
 
 
 
 
 
May 4,
 
May 5,
 
 
 
 
 
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Cash flows from operating activities:
 
 
 
 
 
Net income
 
$
267.9

 
$
160.5

 
Adjustments to reconcile net income to net cash provided by operating
activities:
 
 
 
 
 
 
Depreciation and amortization
 
151.2

 
151.5

 
 
Provision for deferred income taxes
 
3.0

 
(9.0
)
 
 
Amortization of debt discount and debt-issuance costs
 
1.6

 
49.7

 
 
Other non-cash adjustments to net income
 
33.4

 
33.6

 
 
Loss on debt extinguishment
 
—

 
114.7

 
 
Changes in operating assets and liabilities
 
157.0

 
(113.4
)
 
 
 
Total adjustments
 
346.2

 
227.1

 
 
 
 
Net cash provided by operating activities
 
614.1

 
387.6

 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
Capital expenditures
 
(209.2
)
 
(180.9
)
 
Proceeds from governmental grant
 
16.5

 
—

 
Proceeds from (payments for) fixed asset disposition
 
0.3

 
(0.2
)
 
 
 
 
Net cash used in investing activities
 
(192.4
)
 
(181.1
)
 
 
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
Proceeds from long-term debt, net of discount
 
—

 
4,775.8

 
Principal payments for long-term debt
 
—

 
(5,432.7
)
 
Debt-issuance and debt extinguishment costs
 
—

 
(155.3
)
 
Proceeds from revolving credit facility
 
—

 
50.0

 
Repayments of revolving credit facility
 
—

 
(50.0
)
 
Proceeds from stock issued pursuant to stock-based compensation plans
 
5.8

 
4.6

 
Cash paid for taxes on exercises/vesting of stock-based compensation
 
(23.3
)
 
(21.2
)
 
Payments for repurchase of stock
 
(100.0
)
 
—

 
 
 
 
Net cash used in financing activities
 
(117.5
)
 
(828.8
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
 
(0.4
)
 
(0.3
)
Net increase (decrease) in cash, cash equivalents and restricted cash
 
303.8

 
(622.6
)
Cash, cash equivalents and restricted cash at beginning of period
 
446.7

 
1,097.8

Cash, cash equivalents and restricted cash at end of period
 
$
750.5

 
$
475.2

 
 
 
 
 
 
 
 
 




This regulatory filing also includes additional resources:
a0531198kaq119earningsreleas.pdf
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