Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS .
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
April 29,
January 28,
2022
2022
ASSETS
Current assets:
Cash and cash equivalents
$
335,613
$
344,829
Merchandise inventories
6,087,399
5,614,325
Income taxes receivable
33,576
97,394
Prepaid expenses and other current assets
280,282
247,295
Total current assets
6,736,870
6,303,843
Net property and equipment
4,451,028
4,346,127
Operating lease assets
10,183,152
10,092,930
Goodwill
4,338,589
4,338,589
Other intangible assets, net
1,199,720
1,199,750
Other assets, net
46,949
46,132
Total assets
$
26,956,308
$
26,327,371
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term obligations
$
900,635
$
—
Current portion of operating lease liabilities
1,205,043
1,183,559
Accounts payable
3,906,852
3,738,604
Accrued expenses and other
930,260
1,049,139
Income taxes payable
9,051
8,055
Total current liabilities
6,951,841
5,979,357
Long-term obligations
3,947,462
4,172,068
Long-term operating lease liabilities
8,959,174
8,890,709
Deferred income taxes
907,020
825,254
Other liabilities
229,187
197,997
Commitments and contingencies
Shareholders’ equity:
Preferred stock
—
—
Common stock
198,623
201,265
Additional paid-in capital
3,606,414
3,587,914
Retained earnings
2,157,589
2,473,999
Accumulated other comprehensive loss
( 1,002 )
( 1,192 )
Total shareholders’ equity
5,961,624
6,261,986
Total liabilities and shareholders' equity
$
26,956,308
$
26,327,371
See notes to condensed consolidated financial statements.
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DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
For the 13 weeks ended
April 29,
April 30,
2022
2021
Net sales
$
8,751,352
$
8,400,964
Cost of goods sold
6,012,989
5,645,296
Gross profit
2,738,363
2,755,668
Selling, general and administrative expenses
1,992,206
1,846,818
Operating profit
746,157
908,850
Interest expense
39,676
40,392
Income before income taxes
706,481
868,458
Income tax expense
153,824
190,709
Net income
$
552,657
$
677,749
Earnings per share:
Basic
$
2.42
$
2.84
Diluted
$
2.41
$
2.82
Weighted average shares outstanding:
Basic
228,477
238,548
Diluted
229,609
240,301
Dividends per share
$
0.55
$
0.42
See notes to condensed consolidated financial statements.
3
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
For the 13 weeks ended
April 29,
April 30,
2022
2021
Net income
$
552,657
$
677,749
Unrealized net gain (loss) on hedged transactions and currency translation, net of related income tax expense (benefit) of $ 87 and $ 87 , respectively
190
242
Comprehensive income
$
552,847
$
677,991
See notes to condensed consolidated financial statements.
4
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
(In thousands, except per share amounts)
Accumulated
Common
Additional
Other
Stock
Common
Paid-in
Retained
Comprehensive
Shares
Stock
Capital
Earnings
Loss
Total
Balances, January 28, 2022
230,016
$
201,265
$
3,587,914
$
2,473,999
$
( 1,192 )
$
6,261,986
Net income
—
—
—
552,657
—
552,657
Dividends paid, $ 0.55 per common share
—
—
—
( 125,262 )
—
( 125,262 )
Unrealized net gain (loss) on hedged transactions and currency translation
—
—
—
—
190
190
Share-based compensation expense
—
—
26,945
—
—
26,945
Repurchases of common stock
( 3,392 )
( 2,968 )
—
( 743,805 )
—
( 746,773 )
Other equity and related transactions
373
326
( 8,445 )
—
—
( 8,119 )
Balances, April 29, 2022
226,997
$
198,623
$
3,606,414
$
2,157,589
$
( 1,002 )
$
5,961,624
Balances, January 29, 2021
240,785
$
210,687
$
3,446,612
$
3,006,102
$
( 2,163 )
$
6,661,238
Net income
—
—
—
677,749
—
677,749
Dividends paid, $ 0.42 per common share
—
—
—
( 99,832 )
—
( 99,832 )
Unrealized net gain (loss) on hedged transactions
—
—
—
—
242
242
Share-based compensation expense
—
—
23,533
—
—
23,533
Repurchases of common stock
( 4,959 )
( 4,339 )
—
( 996,013 )
—
( 1,000,352 )
Other equity and related transactions
379
332
( 12,985 )
—
—
( 12,653 )
Balances, April 30, 2021
236,205
$
206,680
$
3,457,160
$
2,588,006
$
( 1,921 )
$
6,249,925
See notes to condensed consolidated financial statements.
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DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the 13 weeks ended
April 29,
April 30,
2022
2021
Cash flows from operating activities:
Net income
$
552,657
$
677,749
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization
172,563
154,146
Deferred income taxes
81,679
58,794
Noncash share-based compensation
26,945
23,533
Other noncash (gains) and losses
68,585
13,040
Change in operating assets and liabilities:
Merchandise inventories
( 538,921 )
135,732
Prepaid expenses and other current assets
( 34,482 )
( 41,831 )
Accounts payable
172,110
( 295,206 )
Accrued expenses and other liabilities
( 116,384 )
( 136,743 )
Income taxes
64,814
116,013
Other
( 50 )
( 2,236 )
Net cash provided by (used in) operating activities
449,516
702,991
Cash flows from investing activities:
Purchases of property and equipment
( 281,580 )
( 277,730 )
Proceeds from sales of property and equipment
736
807
Net cash provided by (used in) investing activities
( 280,844 )
( 276,923 )
Cash flows from financing activities:
Repayments of long-term obligations
( 3,034 )
( 1,753 )
Net increase (decrease) in commercial paper outstanding
705,300
—
Repurchases of common stock
( 746,773 )
( 1,000,352 )
Payments of cash dividends
( 125,262 )
( 99,832 )
Other equity and related transactions
( 8,119 )
( 12,653 )
Net cash provided by (used in) financing activities
( 177,888 )
( 1,114,590 )
Net increase (decrease) in cash and cash equivalents
( 9,216 )
( 688,522 )
Cash and cash equivalents, beginning of period
344,829
1,376,577
Cash and cash equivalents, end of period
$
335,613
$
688,055
Supplemental noncash investing and financing activities:
Right of use assets obtained in exchange for new operating lease liabilities
$
396,628
$
417,749
Purchases of property and equipment awaiting processing for payment, included in Accounts payable
$
141,202
$
93,599
See notes to condensed consolidated financial statements.
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DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements of Dollar General Corporation (which individually or together with its subsidiaries, as the context requires, is referred to as the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Such financial statements consequently do not include all of the disclosures normally required by U.S. GAAP for annual financial statements or those normally made in the Company’s Annual Report on Form 10-K, including the condensed consolidated balance sheet as of January 28, 2022 which was derived from the audited consolidated financial statements at that date. Accordingly, readers of this Quarterly Report on Form 10-Q should refer to the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022 for additional information.
The Company’s fiscal year ends on the Friday closest to January 31. Unless the context requires otherwise, references to years contained herein pertain to the Company’s fiscal year. The Company’s 2022 fiscal year is scheduled to be a 53 -week accounting period ending on February 3, 2023, and the 2021 fiscal year was a 52 -week accounting period that ended on January 28, 2022.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the Company’s customary accounting practices. In management’s opinion, all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the consolidated financial position as of April 29, 2022 and results of operations for the 13-week accounting periods ended April 29, 2022 and April 30, 2021 have been made.
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Because the Company’s business is moderately seasonal, the results for interim periods are not necessarily indicative of the results to be expected for the entire year. In addition, the effect of the COVID-19 pandemic on consumer behavior beginning in the first quarter of 2020 resulted in a departure from seasonal norms experienced in recent years and may continue to disrupt the historical quarterly cadence of the Company’s results of operations for an unknown period of time.
The Company uses the last-in, first-out (“LIFO”) method of valuing inventory. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels, sales for the year and the expected rate of inflation or deflation for the year. The interim LIFO calculations are subject to adjustment in the final year-end LIFO inventory valuation. The Company recorded a LIFO provision of $ 61.4 million and $ 12.3 million in the respective 13-week periods ended April 29, 2022 and April 30, 2021. In addition, ongoing estimates of inventory shrinkage and initial markups and markdowns are included in the interim cost of goods sold calculation.
In March 2020 and January 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards updates pertaining to reference rate reform. This collective guidance is in response to accounting concerns regarding contract modifications and hedge accounting because of impending rate reform associated with structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of LIBOR, related to regulators in several jurisdictions around the world having undertaken reference rate reform initiatives to identify alternative reference rates. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This guidance is effective for all entities as of March 12, 2020 and must be adopted by December 31, 2022. The Company does not expect the adoption of this guidance to have a material impact on its consolidated results of operations, financial position or cash flows.
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2.
Earnings per share
Earnings per share is computed as follows (in thousands, except per share data):
13 Weeks Ended April 29, 2022
13 Weeks Ended April 30, 2021
Weighted
Weighted
Net
Average
Per Share
Net
Average
Per Share
Income
Shares
Amount
Income
Shares
Amount
Basic earnings per share
$
552,657
228,477
$
2.42
$
677,749
238,548
$
2.84
Effect of dilutive share-based awards
1,132
1,753
Diluted earnings per share
$
552,657
229,609
$
2.41
$
677,749
240,301
$
2.82
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is determined based on the dilutive effect of share-based awards using the treasury stock method.
Share-based awards that were outstanding at the end of the respective periods but were not included in the computation of diluted earnings per share because the effect of exercising such awards would be antidilutive, were approximately 0.1 million in each of the respective 13-week periods ended April 29, 2022 and April 30, 2021.
3.
Income taxes
Under the accounting standards for income taxes, the asset and liability method is used for computing the future income tax consequences of events that have been recognized in the Company’s consolidated financial statements or income tax returns.
Income tax reserves are determined using the methodology established by accounting standards for income taxes which require companies to assess each income tax position taken using the following two-step approach. A determination is first made as to whether it is more likely than not that the position will be sustained, based upon the technical merits, upon examination by the taxing authorities. If the tax position is expected to meet the more likely than not criteria, the benefit recorded for the tax position equals the largest amount that is greater than 50% likely to be realized upon ultimate settlement of the respective tax position.
The Company’s 2017 and earlier tax years are not open for further examination by the Internal Revenue Service (“IRS”). The IRS, at its discretion, may choose to examine the Company’s 2018 through 2020 fiscal year income tax filings. The Company has various state income tax examinations that are currently in progress. Generally, with few exceptions, the Company’s 2018 and later tax years remain open for examination by the various state taxing authorities.
As of April 29, 2022, the total reserves for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $ 6.2 million, $ 0.3 million and $ 0.0 million, respectively, for a total of $ 6.5 million. This total amount is reflected in noncurrent other liabilities in the condensed consolidated balance sheet.
The Company’s reserve for uncertain tax positions is expected to be reduced by $ 1.7 million in the coming twelve months as a result of expiring statutes of limitations. As of April 29, 2022, approximately $ 6.2 million of the reserve for uncertain tax positions would impact the Company’s effective income tax rate if the Company were to recognize the tax benefit for these positions.
The effective income tax rate for the 13-week period ended April 29, 2022 was 21.8 % compared to a rate of 22.0 % for the 13-week period ended April 30, 2021. The income tax rate for the 13-week period in 2022 was lower than the comparable 13-week period in 2021 primarily due to a decrease in pre-tax earnings in the 2022 period compared to the 2021 period while rate impacting items, such as the benefits from stock-based compensation and federal tax credits, remained materially the same in amount in both the 2022 and 2021 periods.
4. Leases
As of April 29, 2022, the Company’s primary leasing activities were real estate leases for most of its retail store locations and certain of its distribution facilities. Substantially all of the Company’s leases are classified as operating leases and the associated assets and liabilities are presented as separate captions in the condensed consolidated balance
8
sheets. Finance lease assets are included in net property and equipment, and finance lease liabilities are included in long-term obligations, in the condensed consolidated balance sheets. At April 29, 2022, the weighted-average remaining lease term for the Company’s operating leases was 9.7 years, and the weighted average discount rate for such leases was 3.7 %. Operating lease costs are reflected as selling, general and administrative costs in the condensed consolidated statements of income. For the 13-week periods ended April 29, 2022 and April 30, 2021, such costs were $ 389.7 million and $ 361.9 million, respectively. Cash paid for amounts included in the measurement of operating lease liabilities of $ 396.6 million and $ 364.2 million, respectively, were reflected in cash flows from operating activities in the condensed consolidated statements of cash flows for the 13-week periods ended April 29, 2022 and April 30, 2021.
5.
Current and long-term obligations
Current and long-term obligations consist of the following:
April 29,
January 28,
(In thousands)
2022
2022
Revolving Facility
$
—
$
—
3.250 % Senior Notes due April 15, 2023 (net of discount of $ 252 and $ 319 )
899,748
899,681
4.150 % Senior Notes due November 1, 2025 (net of discount of $ 312 and $ 332 )
499,688
499,668
3.875 % Senior Notes due April 15, 2027 (net of discount of $ 240 and $ 251 )
599,760
599,749
4.125 % Senior Notes due May 1, 2028 (net of discount of $ 324 and $ 336 )
499,676
499,664
3.500 % Senior Notes due April 3, 2030 (net of discount of $ 550 and $ 564 )
961,277
988,990
4.125 % Senior Notes due April 3, 2050 (net of discount of $ 4,835 and $ 4,857 )
495,165
495,143
Unsecured commercial paper notes
759,600
54,300
Other
156,874
159,525
Debt issuance costs, net
( 23,691 )
( 24,652 )
$
4,848,097
$
4,172,068
Less: current portion
( 900,635 )
—
Long-term portion
$
3,947,462
$
4,172,068
The Company’s credit agreement provides for a $ 2.0 billion senior unsecured revolving credit facility (the “Revolving Facility”) of which up to $ 100.0 million is available for letters of credit and is scheduled to mature on December 2, 2026.
Borrowings under the Revolving Facility bear interest at a rate equal to an applicable interest rate margin plus, at the Company’s option, either (a) LIBOR or (b) a base rate (which is usually equal to the prime rate). The applicable interest rate margin for borrowings as of April 29, 2022 was 1.015 % for LIBOR borrowings and 0.015 % for base-rate borrowings. The Company is also required to pay a facility fee, payable on any used and unused commitment amounts of the Revolving Facility, and customary fees on letters of credit issued under the Revolving Facility. As of April 29, 2022, the facility fee rate was 0.11 %. The applicable interest rate margins for borrowings, the facility fees and the letter of credit fees under the Revolving Facility are subject to adjustment from time to time based on the Company’s long-term senior unsecured debt ratings.
The Revolving Facility contains a number of customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to: incur additional liens; sell all or substantially all of the Company’s assets; consummate certain fundamental changes or change in the Company’s lines of business; and incur additional subsidiary indebtedness. The Revolving Facility also contains financial covenants which require the maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio. As of April 29, 2022, the Company was in compliance with all such covenants. The Revolving Facility also contains customary events of default.
As of April 29, 2022, the Company had no outstanding borrowings, outstanding letters of credit of $ 1.3 million, and borrowing availability of approximately $ 2.0 billion under the Revolving Facility that, due to its intention to maintain borrowing availability related to the commercial paper program described below, could contribute incremental liquidity of $ 1.0 billion. In addition, as of April 29, 2022, the Company had outstanding letters of credit of $ 46.8 million which were issued pursuant to separate agreements.
As of April 29, 2022, the Company had a commercial paper program under which the Company may issue unsecured commercial paper notes (the “CP Notes”) from time to time in an aggregate amount not to exceed $ 2.0 billion
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outstanding at any time. The CP Notes may have maturities of up to 364 days from the date of issue and rank equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. The Company intends to maintain available commitments under the Revolving Facility in an amount at least equal to the amount of CP Notes outstanding at any time. As of April 29, 2022, the Company’s condensed consolidated balance sheet reflected outstanding unsecured CP Notes of $ 759.6 million, which had a weighted average borrowing rate of 0.65 %. CP Notes totaling $ 242.0 million were held by a wholly-owned subsidiary of the Company and are therefore not reflected on the condensed consolidated balance sheets.
6.
Assets and liabilities measured at fair value
Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The Company does not have any fair value measurements categorized within Level 3 as of April 29, 2022.
The following table presents the Company’s liabilities required to be measured at fair value as of April 29, 2022, aggregated by the level in the fair value hierarchy within which those measurements are classified.
Quoted Prices
in Active
Markets
Significant
for Identical
Other
Significant
Total Fair
Assets and
Observable
Unobservable
Value at
Liabilities
Inputs
Inputs
April 29,
(In thousands)
(Level 1)
(Level 2)
(Level 3)
2022
Liabilities:
Long-term obligations (a)
$
3,881,060
$
916,474
$
—
$
4,797,534
Deferred compensation (b)
45,087
—
—
45,087
(a) Included in the condensed consolidated balance sheet at book value as current portion of long-term obligations of $ 900,635 and long-term obligations of $ 3,947,462 .
(b) Reflected at fair value in the condensed consolidated balance sheet as Accrued expenses and other current liabilities of $ 2,267 and noncurrent Other liabilities of $ 42,820 .
7. Commitments and contingencies
Legal proceedings
From time to time, the Company is a party to various legal matters in the ordinary course of its business, including actions by employees, consumers, suppliers, government agencies, or others. The Company has recorded accruals with respect to these matters, where appropriate, which are reflected in the Company’s consolidated financial statements. For some matters, a liability is not probable or the amount cannot be reasonably estimated and therefore an accrual has not been made.
Based on information currently available, the Company believes that its pending legal matters, both individually and in the aggregate, will be resolved without a material adverse effect on the Company’s consolidated financial statements as a whole. However, litigation and other legal matters involve an element of uncertainty. Adverse decisions and settlements, including any required changes to the Company’s business, or other developments in such matters could affect the consolidated operating results in future periods or result in liability or other amounts material to the Company’s annual consolidated financial statements.
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8.
Segment reporting
The Company manages its business on the basis of one reportable operating segment. As of April 29, 2022, all of the Company’s retail store operations were located within the United States. Certain product sourcing and other operations are located outside the United States, which collectively are not material with regard to assets, results of operations or otherwise to the consolidated financial statements. The following net sales data is presented in accordance with accounting standards related to disclosures about segments of an enterprise.
13 Weeks Ended
April 29,
April 30,
(in thousands)
2022
2021
Classes of similar products:
Consumables
$
6,960,501
$
6,378,135
Seasonal
961,378
1,050,382
Home products
539,822
571,315
Apparel
289,651
401,132
Net sales
$
8,751,352
$
8,400,964
9.
Common stock transactions
On August 29, 2012, the Company’s Board of Directors (the “Board”) authorized a common stock repurchase program, which the Board has since increased on several occasions. On December 1, 2021, the Board authorized a $ 2.0 billion increase to the existing common stock repurchase program, bringing the cumulative total to $ 14.0 billion authorized under the program since its inception in 2012. The repurchase authorization has no expiration date and allows repurchases from time to time in open market transactions, including pursuant to trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or in privately negotiated transactions. The timing, manner and number of shares repurchased will depend on a variety of factors, including price, market conditions, compliance with the covenants and restrictions under any applicable debt agreements and other factors. Repurchases under the program may be funded from available cash or borrowings, including under the Revolving Facility and issuance of CP Notes discussed in further detail in Note 5.
Pursuant to its common stock repurchase program, during the 13-week periods ended April 29, 2022 and April 30, 2021, the Company repurchased in the open market approximately 3.4 million shares of its common stock at a total cost of $ 0.7 billion and approximately 5.0 million shares of its common stock at a total cost of $ 1.0 billion, respectively.
The Company paid a cash dividend of $ 0.55 per share during the first quarter of 2022. On May 25, 2022, the Board declared a quarterly cash dividend of $ 0.55 per share, which is payable on or before July 19, 2022 to shareholders of record on July 5, 2022. The amount and declaration of future cash dividends is subject to the sole discretion of the Board and will depend upon, among other things, the Company’s results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Board may deem relevant in its sole discretion.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Dollar General Corporation
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed consolidated balance sheet of Dollar General Corporation and subsidiaries (the Company) as of April 29, 2022, and the related condensed consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the thirteen week periods ended April 29, 2022 and April 30, 2021, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of January 28, 2022, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated March 18, 2022, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of January 28, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ Ernst & Young LLP
Nashville, Tennessee
May 26, 2022
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