UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
For the quarterly period ended | ||
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
For the transition period from _______ to ________. | ||
Commission file number |
.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange on which Registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | |
Non-accelerated filer ☐ | Smaller reporting company |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, $.01 Par Value –
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 | |||
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2
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements.
AUTOZONE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
May 8, | August 29, | |||||
(in thousands) | 2021 | 2020 | ||||
Assets |
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Current assets: |
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Cash and cash equivalents | $ | | $ | |||
Accounts receivable |
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Merchandise inventories |
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Other current assets |
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Total current assets |
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Property and equipment: | ||||||
Property and equipment |
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Less: Accumulated depreciation and amortization |
| ( |
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Operating lease right-of-use assets | | | ||||
Goodwill |
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Deferred income taxes |
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Other long-term assets |
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$ | | $ | | |||
Liabilities and Stockholders’ Deficit | ||||||
Current liabilities: | ||||||
Accounts payable | $ | | $ | | ||
Current portion of operating lease liabilities | | | ||||
Accrued expenses and other |
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Income taxes payable |
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Total current liabilities |
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Long-term debt |
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Operating lease liabilities, less current portion | | | ||||
Deferred income taxes |
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Other long-term liabilities |
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Commitments and contingencies | ||||||
Stockholders’ deficit: | ||||||
Preferred stock, authorized |
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Common stock, par value $ |
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Additional paid-in capital |
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Retained deficit |
| ( |
| ( | ||
Accumulated other comprehensive loss |
| ( |
| ( | ||
Treasury stock, at cost |
| ( |
| ( | ||
Total stockholders’ deficit |
| ( |
| ( | ||
$ | | $ | |
See Notes to Condensed Consolidated Financial Statements.
3
AUTOZONE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Twelve Weeks Ended | Thirty-Six Weeks Ended | |||||||||||
May 8, | May 9, | May 8, | May 9, | |||||||||
(in thousands, except per share data) | 2021 | 2020 | 2021 | 2020 | ||||||||
Net sales |
| $ | |
| $ | |
| $ | |
| $ | |
Cost of sales, including warehouse and delivery expenses | | | | | ||||||||
Gross profit | |
| | |
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Operating, selling, general and administrative expenses | | | | | ||||||||
Operating profit | | | | | ||||||||
Interest expense, net | | | | | ||||||||
Income before income taxes | |
| | |
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Income tax expense | | | | | ||||||||
Net income | $ | | $ | | $ | | $ | | ||||
Weighted average shares for basic earnings per share |
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Effect of dilutive stock equivalents | | | | | ||||||||
Weighted average shares for diluted earnings per share |
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Basic earnings per share | $ | | $ | | $ | | $ | | ||||
Diluted earnings per share | $ | | $ | | $ | | $ | |
See Notes to Condensed Consolidated Financial Statements.
AUTOZONE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Twelve Weeks Ended | Thirty-Six Weeks Ended | |||||||||||
| May 8, |
| May 9, |
| May 8, |
| May 9, | |||||
(in thousands) | 2021 | 2020 | 2021 | 2020 | ||||||||
Net income | $ | | $ | | $ | | $ | | ||||
Other comprehensive (loss) income: |
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Foreign currency translation adjustments |
| ( |
| ( |
| |
| ( | ||||
Unrealized (losses) gains on marketable debt securities, net of taxes |
| ( |
| |
| ( |
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Net derivative activities, net of taxes |
| |
| ( |
| |
| ( | ||||
Total other comprehensive (loss) income |
| ( |
| ( |
| |
| ( | ||||
Comprehensive income | $ | | $ | | $ | | $ | |
See Notes to Condensed Consolidated Financial Statements.
4
AUTOZONE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Thirty-Six Weeks Ended | ||||||
| May 8, | May 9, | ||||
(in thousands) | 2021 | 2020 | ||||
Cash flows from operating activities: |
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Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization of property and equipment and intangibles |
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Amortization of debt origination fees |
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Deferred income taxes |
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Share-based compensation expense |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Merchandise inventories |
| ( |
| ( | ||
Accounts payable and accrued expenses |
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Income taxes payable |
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Other, net |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Capital expenditures |
| ( |
| ( | ||
Purchase of marketable debt securities |
| ( |
| ( | ||
Proceeds from sale of marketable debt securities |
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Investment in tax credit equity investments | ( | — | ||||
Proceeds from disposal of capital assets and other, net |
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Net cash used in investing activities |
| ( |
| ( | ||
Cash flows from financing activities: |
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Net payments of commercial paper |
| — |
| ( | ||
Proceeds from issuance of debt |
| — |
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Repayment of debt |
| ( |
| — | ||
Net proceeds from sale of common stock |
| |
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Purchase of treasury stock | ( | ( | ||||
Repayment of principal portion of finance lease liabilities |
| ( | ( | |||
Other, net |
| — |
| ( | ||
Net cash used in financing activities |
| ( |
| ( | ||
Effect of exchange rate changes on cash |
| |
| ( | ||
Net (decrease) increase in cash and cash equivalents |
| ( |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period | $ | | $ | |
See Notes to Condensed Consolidated Financial Statements.
5
AUTOZONE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Unaudited)
Twelve Weeks Ended May 8, 2021 | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||
Common | Additional | Other | ||||||||||||||||||
| Shares |
| Common |
| Paid-in |
| Retained |
| Comprehensive |
| Treasury |
| ||||||||
(in thousands) | Issued | Stock | Capital | Deficit | Loss | Stock | Total | |||||||||||||
Balance at February 13, 2021 |
| | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
Net income |
| — |
| — |
| — |
| |
| — |
| — |
| | ||||||
Total other comprehensive income |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | ||||||
Purchase of |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | ||||||
Issuance of common stock under stock options and stock purchase plans |
| |
| |
| | — | — | — |
| | |||||||||
Share-based compensation expense |
| — |
| — |
| |
| — |
| — |
| — |
| | ||||||
Balance at May 8, 2021 |
| | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | ( |
Twelve Weeks Ended May 9, 2020 | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||
Common | Additional | Other | ||||||||||||||||||
| Shares |
| Common |
| Paid-in |
| Retained |
| Comprehensive |
| Treasury |
| ||||||||
(in thousands) | Issued | Stock | Capital | Deficit | Loss | Stock | Total | |||||||||||||
Balance at February 15, 2020 |
| | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
Net income |
| — |
| — |
| — |
| |
| — |
| — |
| | ||||||
Total other comprehensive income |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | ||||||
Purchase of |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | ||||||
Issuance of common stock under stock options and stock purchase plans |
| |
| — |
| | — | — | — |
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Share-based compensation expense |
| — |
| — |
| |
| — |
| — |
| — |
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Balance at May 9, 2020 |
| | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | ( |
Thirty-Six Weeks Ended May 8, 2021 | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||
Common | Additional | Other | ||||||||||||||||||
| Shares |
| Common |
| Paid-in |
| Retained |
| Comprehensive |
| Treasury |
| ||||||||
(in thousands) | Issued | Stock | Capital | Deficit | Loss | Stock | Total | |||||||||||||
Balance at August 29, 2020 |
| | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
Net income |
| — |
| — |
| — |
| |
| — |
| — |
| | ||||||
Total other comprehensive income |
| — |
| — |
| — |
| — |
| |
| — |
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Retirement of treasury shares |
| ( |
| ( |
| ( |
| ( |
| — |
| |
| — | ||||||
Purchase of |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | ||||||
Issuance of common stock under stock options and stock purchase plans |
| |
| |
| | — | — | — |
| | |||||||||
Share-based compensation expense |
| — |
| — |
| |
| — |
| — |
| — |
| | ||||||
Balance at May 8, 2021 |
| | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | ( |
Thirty-Six Weeks Ended May 9, 2020 | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||
Common | Additional | Other | ||||||||||||||||||
| Shares |
| Common |
| Paid-in |
| Retained |
| Comprehensive |
| Treasury |
| ||||||||
(in thousands) | Issued | Stock | Capital | Deficit | Loss | Stock | Total | |||||||||||||
Balance at August 31, 2019 |
| | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
Net income |
| — |
| — |
| — |
|
| — |
| — |
| | |||||||
Total other comprehensive income |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | ||||||
Retirement of treasury shares |
| ( |
| ( |
| ( |
| ( |
| — |
| |
| — | ||||||
Purchase of |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | ||||||
Issuance of common stock under stock options and stock purchase plans |
| |
| |
| — | — | — |
| | ||||||||||
Share-based compensation expense |
| — |
| — |
|
| — |
| — |
| — |
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Balance at May 9, 2020 |
| | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | ( |
See Notes to Condensed Consolidated Financial Statements.
6
AUTOZONE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A – General
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission’s (the “SEC”) rules and regulations. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and related notes included in the AutoZone, Inc. (“AutoZone” or the “Company”) Annual Report on Form 10-K for the year ended August 29, 2020.
Operating results for the twelve and thirty-six weeks ended May 8, 2021 are not necessarily indicative of the results that may be expected for the full fiscal year ending August 28, 2021. Each of the first three quarters of AutoZone’s fiscal year consists of 12 weeks, and the fourth quarter consists of 16 or 17 weeks. The fourth quarters of fiscal 2021 and 2020 each have 16 weeks.
Recent Accounting Pronouncements:
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles – Goodwill and Other Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted the new guidance on a prospective basis in the first quarter of fiscal 2021. The adoption of this guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which was subsequently amended in November 2018 through ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments Credit Losses. ASU 2016-13 requires entities to estimate all expected credit losses for financial assets measured at amortized cost basis, including trade receivables, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The Company adopted this guidance using the modified retrospective adoption method beginning with its first quarter ended November 21, 2020. The adoption of this new guidance did not have a material impact on the Company's Condensed Consolidated Financial Statements and related disclosures. The balance for allowance for uncollectable accounts was $
Note B – Share-Based Payments
AutoZone maintains several equity incentive plans, which provide equity-based compensation to non-employee directors and eligible employees for their service to AutoZone, its subsidiaries or affiliates. The Company recognizes compensation expense for share-based payments based on the fair value of the awards at the grant date. Share-based payments include stock option grants, restricted stock grants, restricted stock unit grants, stock appreciation rights, discounts on shares sold to employees under share purchase plans and other awards. Additionally, directors’ fees are paid in restricted stock units with value equivalent to the value of shares of common stock as of the grant date. The change in fair value of liability-based stock awards is also recognized in share-based compensation expense.
7
Stock Options:
The Company made stock option grants of
The weighted average fair value of the stock option awards granted during the thirty-six week periods ended May 8, 2021 and May 9, 2020, using the Black-Scholes-Merton multiple-option pricing valuation model, was $
Thirty-Six Weeks Ended | |||||
| May 8, |
| May 9, |
| |
| 2021 | 2020 | |||
Expected price volatility |
| | % | | % |
Risk-free interest rate |
| | % | | % |
Weighted average expected lives (in years) |
|
|
| ||
Forfeiture rate |
| | % | | % |
Dividend yield |
| | % | | % |
During the thirty-six week period ended May 8, 2021,
Restricted Stock Units:
Restricted stock unit awards are valued at the market price of a share of the Company’s stock on the date of grant. Grants of employee restricted stock units vest ratably on an annual basis over a
As of May 8, 2021, total unrecognized stock-based compensation expense related to nonvested restricted stock unit awards, net of estimated forfeitures, was approximately $
Transactions related to restricted stock units for the thirty-six weeks ended May 8, 2021 were as follows:
Weighted- | |||||
| Number |
| Average Grant | ||
of Shares | Date Fair Value | ||||
Nonvested at August 29, 2020 |
| | $ | | |
Granted |
| | | ||
Vested |
| ( |
| | |
Canceled or forfeited |
| ( |
| | |
Nonvested at May 8, 2021 |
| | $ | |
Total share-based compensation expense (a component of Operating, selling, general and administrative expenses) was $
8
For the twelve week period ended May 8, 2021,
See AutoZone’s Annual Report on Form 10-K for the year ended August 29, 2020 and other filings with the SEC, for a discussion regarding the methodology used in developing AutoZone’s assumptions to determine the fair value of the option awards and a description of AutoZone’s Amended and Restated 2011 Equity Incentive Award Plan, the AutoZone, Inc. 2020 Omnibus Incentive Award Plan and the 2020 Director Compensation Program.
Note C – Fair Value Measurements
The Company defines fair value as the price received to transfer an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, Fair Value Measurements and Disclosures, the Company uses the fair value hierarchy, which prioritizes the inputs used to measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are set forth below:
Level 1 inputs—unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.
Level 2 inputs—inputs other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability.
Level 3 inputs—unobservable inputs for the asset or liability, which are based on the Company’s own assumptions as there is little, if any, observable activity in identical assets or liabilities.
Marketable Debt Securities Measured at Fair Value on a Recurring Basis
The Company’s marketable debt securities measured at fair value on a recurring basis were as follows:
May 8, 2021 | ||||||||||||
(in thousands) |
| Level 1 |
| Level 2 |
| Level 3 |
| Fair Value | ||||
Other current assets | $ | | $ | — | $ | — | $ | | ||||
Other long-term assets |
| |
| |
| — |
| | ||||
$ | | $ | | $ | — | $ | |
August 29, 2020 | ||||||||||||
(in thousands) |
| Level 1 |
| Level 2 |
| Level 3 |
| Fair Value | ||||
Other current assets | $ | | $ | | $ | — | $ | | ||||
Other long-term assets |
| |
| |
| — |
| | ||||
$ | | $ | | $ | — | $ | |
At May 8, 2021, the fair value measurement amounts for assets and liabilities recorded in the accompanying Condensed Consolidated Balance Sheets consisted of short-term marketable debt securities, which are included within Other current assets, and long-term marketable debt securities, which are included in Other long-term assets. The Company’s marketable debt securities are typically valued at the closing price in the principal active market as of the last business day of the quarter or through the use of other market inputs relating to the securities, including benchmark yields and reported trades. The fair values of the marketable debt securities, by asset class, are described in “Note D – Marketable Debt Securities.”
9
Financial Instruments not Recognized at Fair Value
The Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company’s debt is included in “Note G – Financing.”
Note D – Marketable Debt Securities
Marketable debt securities are carried at fair value, with unrealized gains and losses, net of income taxes, recorded in Accumulated other comprehensive loss until realized, and any credit risk related losses are recognized in net income in the period incurred. The Company’s basis for determining the cost of a security sold is the “Specific Identification Model.”
May 8, 2021 | ||||||||||||
| Amortized |
| Gross |
| Gross |
| ||||||
Cost | Unrealized | Unrealized | Fair | |||||||||
(in thousands) | Basis | Gains | Losses | Value | ||||||||
Corporate debt securities | $ | | $ | | $ | — | $ | | ||||
Government bonds |
| |
| |
| — |
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Mortgage-backed securities |
| |
| |
| — |
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Asset-backed securities and other |
| |
| |
| ( |
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$ | | $ | | $ | ( | $ | |
August 29, 2020 | ||||||||||||
| Amortized |
| Gross |
| Gross |
| ||||||
Cost | Unrealized | Unrealized | Fair | |||||||||
(in thousands) | Basis | Gains | Losses | Value | ||||||||
Corporate debt securities | $ | | $ | | $ | ( | $ | | ||||
Government bonds |
| |
| |
| — |
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Mortgage-backed securities |
| |
| |
| — |
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Asset-backed securities and other |
| |
| |
| ( |
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$ | | $ | | $ | ( | $ | |
The debt securities held at May 8, 2021, had effective maturities ranging from
Included above in total available-for-sale marketable debt securities are $
10
Note E – Derivative Financial Instruments
At May 8, 2021, the Company had $
Note F – Merchandise Inventories
Merchandise inventories include related purchasing, storage and handling costs. Inventory cost has been determined using the last-in, first-out (“LIFO”) method stated at the lower of cost or net realizable value for domestic inventories and the weighted average cost method stated at the lower of cost or net realizable value for Mexico and Brazil inventories. Due to historical price deflation on the Company’s merchandise purchases, the Company has exhausted its LIFO reserve balance. The Company’s policy is not to write up inventory in excess of replacement cost. The difference between LIFO cost and replacement cost, which will be reduced upon experiencing price inflation on the Company’s merchandise purchases, was $
Note G – Financing
The Company’s debt consisted of the following:
| May 8, |
| August 29, | |||
(in thousands) | 2021 | 2020 | ||||
$ | — | $ | | |||
| |
| | |||