Dollar General is a US department store chain headquartered in Goodlettsville, Tennessee. The company employed around 143,000 people in 16,278 stores in early 2020. The company was founded in 1939 by Cal Turner in Scottsville, Kentucky.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 29, 2005
Commission file number: 001-11421
DOLLAR GENERAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
TENNESSEE(State or Other Jurisdiction ofIncorporation or Organization)
61-0502302(I.R.S. EmployerIdentification No.)
100 MISSION RIDGEGOODLETTSVILLE, TENNESSEE 37072(Address of Principal Executive Offices, Zip Code)
Registrants telephone number, including area code: (615) 855-4000
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 period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b2 of the Exchange Act). Yes [X] No [ ]
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of shares of common stock outstanding on August 22, 2005 was 320,992,913.
PART IFINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
July 29,2005
January 28,2005
ASSETS
(Unaudited)
Current assets:
Cash and cash equivalents
$
145,950
232,830
Short-term investments
-
42,925
Merchandise inventories
1,460,700
1,376,537
Deferred income taxes
33,708
24,908
Prepaid expenses and other current assets
58,305
53,702
Total current assets
1,698,663
1,730,902
Net property and equipment
1,121,697
1,080,838
Other assets, net
20,006
29,264
Total assets
2,840,366
2,841,004
LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities:
Current portion of long-term obligations
9,561
12,860
Accounts payable
462,697
409,327
Accrued expenses and other
347,606
333,889
Income taxes payable
49,504
69,616
Total current liabilities
869,368
825,692
Long-term obligations
255,445
258,462
67,736
72,385
Shareholders equity:
Preferred stock
Common stock
160,630
164,086
Additional paid-in capital
447,617
421,600
Retained earnings
1,046,650
1,102,457
Accumulated other comprehensive loss
(883)
(973)
1,654,014
1,687,170
Other shareholders equity
(6,197)
(2,705)
Total shareholders equity
1,647,817
1,684,465
Total liabilities and shareholders equity
See notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
For the 13 weeks ended
For the 26 weeks ended
July 30,2004
Net sales
2,066,016
1,836,243
4,043,845
3,584,202
Cost of goods sold
1,474,486
1,299,263
2,888,966
2,534,972
Gross profit
591,530
536,980
1,154,879
1,049,230
Selling, general and administrative
470,460
428,854
926,888
826,554
Operating profit
121,070
108,126
227,991
222,676
Interest income
(2,156)
(1,404)
(4,772)
(3,406)
Interest expense
7,344
5,445
13,312
13,889
Income before income taxes
115,882
104,085
219,451
212,193
Income taxes
40,324
32,763
78,993
73,022
Net income
75,558
71,322
140,458
139,171
Earnings per share:
Basic
0.23
0.22
0.43
0.42
Diluted
Weighted-average common shares outstanding:
323,836
327,799
326,022
330,954
326,340
330,298
328,779
333,778
Dividends per share
0.045
0.040
0.085
0.080
2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided byoperating activities:
Depreciation and amortization
90,316
80,697
(13,449)
29,017
Tax benefit from stock option exercises
3,810
3,684
Change in operating assets and liabilities:
(84,163)
(222,402)
(4,603)
(2,159)
62,213
60,971
14,391
8,172
(20,165)
(26,295)
Other
10,208
(16,268)
Net cash provided by operating activities
199,016
54,588
Cash flows from investing activities:
Purchases of property and equipment
(139,594)
(134,453)
Purchases of short-term investments
(30,250)
(149,425)
Sales of short-term investments
73,175
206,850
Proceeds from sales of property and equipment
822
90
Net cash used in investing activities
(95,847)
(76,938)
Cash flows from financing activities:
Repayments of long-term obligations
(8,183)
(8,419)
Payment of cash dividends
(27,596)
(26,448)
Proceeds from exercise of stock options
18,441
14,285
Repurchases of common stock
(172,755)
(169,391)
Other financing activities
44
(970)
Net cash used in financing activities
(190,049)
(190,943)
Net decrease in cash and cash equivalents
(86,880)
(213,293)
Cash and cash equivalents, beginning of period
345,899
Cash and cash equivalents, end of period
132,606
Supplemental schedule of noncash investing and financing activities:
Purchases of property and equipment awaiting processing for payment,included in Accounts payable
4,078
5,366
Purchases of property and equipment under capital lease obligations
1,845
1,364
3
Notes to Condensed Consolidated Financial Statements
1.
Basis of presentation and accounting policies
Basis of presentation
The accompanying unaudited condensed consolidated financial statements of Dollar General Corporation (the Company) have been prepared in accordance with U.S. generally accepted accounting principles (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 GAAP or those normally made in the Companys Annual Report on Form 10-K. Accordingly, the reader of this Quarterly Report on Form 10-Q should refer to the Companys Annual Report on Form 10-K for the year ended January 28, 2005 for additional information.
The accompanying condensed consolidated financial statements have been prepared in accordance with the Companys customary accounting practices and have not been audited. In managements opinion, all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the consolidated financial position and results of operations for the 13-week and 26-week periods ended July 29, 2005 and July 30, 2004 have been made.
Certain prior amounts have been reclassified to conform to the current period presentation. Ongoing estimates of inventory shrinkage and initial markups and markdowns are included in the interim cost of goods sold calculation. Because the Companys business is moderately seasonal, the results for interim periods are not necessarily indicative of the results to be expected for the entire year.
Accounting pronouncements
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123R, Share-Based Payment, which will require all companies to measure compensation cost for all share-based payments (including employee stock options) at fair value. This new standard will generally be effective for public companies no later than their first fiscal year that begins after June 15, 2005. Companies can adopt the new standard in one of two ways: (i) the modified prospective application, in which a company would recognize share-based employee compensation cost from the beginning of the fiscal period in which the recognition provisions are first applied as if the fair-value-based accounting method had been used to account for all employee awards granted, modified, or settled after the effective date and to a ny awards that were not fully vested as of the effective date; or (ii) the modified retrospective application, in which a company would recognize employee compensation cost for periods presented prior to the adoption of SFAS No. 123R in accordance with the original provisions of SFAS No. 123 Accounting for Stock-Based Compensation, pursuant to which an entity would recognize employee compensation cost in the amounts reported in the pro forma disclosures provided in accordance with SFAS No. 123.
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The Company expects to adopt SFAS No. 123R during the first quarter of 2006 using the modified prospective application, and expects to incur incremental Selling, general and administrative expense associated with the adoption of approximately $8 million to $16 million in 2006. SFAS 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. While the Company cannot estimate what those amounts will be in the future (because they depend on, among other things, when employees exercise stock options), the amount of operating cash flows recognized in the accompanying condensed consolidated statement of cash flows for such excess tax deductions were $3.8 million for the 26-week period ended July 29, 2005 and were $9.7 million for all of fiscal 2004. See Note 5 to the Condensed Consolidated Financial Statements for disclosure of the pro forma effects of stock option grants as determined using the methodology prescribed under SFAS No. 123.
2.
Comprehensive income
Comprehensive income consists of the following (in thousands):
13 Weeks Ended
26 Weeks Ended
July 29, 2005
July 30, 2004
Reclassification of net loss on derivatives
45
54
107
75,603
71,376
140,548
139,278
3.
Earnings per share
The amounts reflected below are in thousands except per share data.
13 Weeks Ended July 29, 2005
13 Weeks Ended July 30, 2004
Net Income
Shares
Per Share Amount
Basic earnings per share
Effect of dilutive stock options
2,504
2,499
Diluted earnings per share
26 Weeks Ended July 29, 2005
26 Weeks Ended July 30, 2004
2,757
2,824
Basic earnings per share was computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share was determined based on the dilutive effect of stock options and other common stock equivalents using the treasury stock method.
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4.
Commitments and contingencies
Legal proceedings
On March 14, 2002, a complaint was filed in the United States District Court for the Northern District of Alabama (Edith Brown, on behalf of herself and others similarly situated v. Dolgencorp. Inc., and Dollar General Corporation, CV02-C-0673-W (Brown)) to commence a collective action against the Company on behalf of current and former salaried store managers. The complaint alleges that these individuals were entitled to overtime pay and should not have been classified as exempt employees under the Fair Labor Standards Act (FLSA). Plaintiffs seek to recover overtime pay, liquidated damages, declaratory relief and attorneys fees.
On January 12, 2004, the court certified an opt-in class of plaintiffs consisting of all persons employed by the Company as store managers at any time since March 14, 1999, who regularly worked more than 50 hours per week and either: (1) customarily supervised less than two employees at one time; (2) lacked authority to hire or discharge employees without supervisor approval; or (3) sometimes worked in non-managerial positions at stores other than the one he or she managed. The Companys attempt to appeal this decision on a discretionary basis to the 11th Circuit Court of Appeals was denied.
Notice was sent to prospective class members and the deadline for individuals to opt in to the lawsuit was May 31, 2004. Approximately 5,000 individuals opted in. The Court has entered a scheduling order that governs the discovery and remaining phases of the case.
Three additional lawsuits, Tina Depasquales v. Dollar General Corp. (Southern District of Georgia, Savannah Division, CV 404-096, filed May 12, 2004), Karen Buckley v. Dollar General Corp. (Southern District of Ohio, C-2-04-484, filed June 8, 2004), and Sheila Ann Hunsucker v. Dollar General Corp. et al. (Western District of Oklahoma, Civ-04-165-R, filed February 19, 2004), were filed asserting essentially the same claims as the Brown case, and were subsequently consolidated in the Northern District of Alabama where the Brown litigation is pending. The plaintiffs in the Depasquales and the Hunsucker lawsuits have since dismissed their cases and opted into the Brown case. The Company believes that the consolidation will not affect the scheduling order or extend any of the deadlines in the Brown case.
The Company believes that its store managers are and have been properly classified as exempt employees under the FLSA and that the action is not appropriate for collective action treatment. The Company intends to vigorously defend the action. However, no assurances can be given that the Company will be successful in defending this action on the merits or otherwise, and, if not, the resolution could have a material adverse effect on the Companys financial statements as a whole.
In addition to the matters described in the preceding paragraph, the Company is involved in other legal actions and claims arising in the ordinary course of business. The Company currently believes that such other litigation and claims, both individually and in the aggregate, will be resolved without a material effect on the Companys financial statements as a whole. However, litigation involves an element of uncertainty. Future developments could cause these
6
actions or claims to have a material adverse effect on the Companys financial statements as a whole.
5.
Stock-based compensation
The Company accounts for stock option grants in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25), and related interpretations. Under APB No. 25, compensation expense is generally not recognized for plans in which the exercise price of the stock options equals the market price of the underlying stock on the date of grant and the number of shares subject to exercise is fixed. Had compensation cost for the Companys stock-based compensation plans been determined based on the fair value at the grant date for awards under these plans consistent with the methodology prescribed under SFAS No. 123, net income and earnings per share would have been equivalent to the pro forma amounts indicated in the following table:
(Amounts in thousands except per share data)
Net income - as reported
Less pro forma effect of stock option grants, net of tax
2,115
2,366
4,701
5,904
Net income - pro forma
73,443
68,956
135,757
133,267
Earnings per share - as reported
Earnings per share - pro forma
0.21
0.40
0.41
There were no stock options granted during the second quarter of 2005. The fair value of options granted during the second quarter of 2004 was $6.27 per share. The fair value of options granted during the 26 weeks ended July 29, 2005 and July 30, 2004 was $6.56 and $6.14 per share, respectively. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
July 29, 2005 (a)
Expected dividend yield
0.9
%
Expected stock price volatility
35.2
27.4
35.9
Weighted average risk-free interest rate
3.8
4.3
3.2
Expected life of options (years)
5.0
4.6
(a) No stock options were granted during the 13 weeks ended July 29, 2005
6.
The effective income tax rates for the 13 weeks ended July 29, 2005 and July 30, 2004 were 34.8% and 31.5%, respectively, and for the 26 weeks ended July 29, 2005 and July 30,
7
2004 were 36.0% and 34.4%, respectively. The fiscal 2005 periods have benefited primarily from the reduction of the Companys estimated effective annual rate from 36.9% to 36.1% during the second quarter of 2005, due in part to a state investment tax credit resulting from the Companys investment in its Indiana distribution center, and from benefits resulting from an internal corporate reorganization. Additionally, the fiscal 2005 periods have benefited, to a lesser degree, from favorable reductions in certain contingent income tax-related liabilities.
During the fiscal 2004 periods, as previously disclosed, the Company recorded a net reduction in certain contingent income tax-related liabilities and the related interest accruals due to a change in its probability assessment (as described in SFAS No. 5, Accounting for Contingencies) that the likelihood of certain potential income tax-related exposure items would translate into actual future liabilities. The probability assessment changed in the second quarter of 2004 as a result of two state income tax examinations pertaining to certain prior year income tax returns. Those adjustments resulted in favorable impacts of approximately $6.2 million to the 13-week and 26-week periods income tax provisions for fiscal 2004, net of the federal income tax effect, and $2.0 million to pre-tax interest expense, in the accompanying condensed consolidated statements of income. These adjus tments had the effect of increasing fully diluted earnings per share by approximately $0.02 per share in the 13-week and 26-week periods ended July 30, 2004.
7.
On November 30, 2004, the Board of Directors authorized the Company to repurchase up to 10 million shares of its outstanding common stock. Purchases may be made in the open market or in privately negotiated transactions from time to time subject to market conditions. The objective of the share repurchase program is to enhance shareholder value by purchasing shares at a price that produces a return on investment that is greater than the Company's cost of capital. Additionally, share repurchases generally will be undertaken only if such purchases result in an accretive impact on the Company's fully diluted earnings per share calculation. This authorization expires November 30, 2005. During the first 26 weeks of fiscal 2005, the Company purchased approximately 8.4 million shares pursuant to this authorization at a cost of $172.8 million. At July 29, 2005, the Company had approximately 1.0 million shares remaining pursuant to this authorization.
8.
Segment reporting
The Company manages its business on the basis of one reportable segment. As of July 29, 2005, all of the Companys operations were located within the United States, with the exception of an immaterial Hong Kong subsidiary formed to assist in the process of importing certain merchandise that began operations in 2004. The following data is presented in accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information.
8
Classes of similar products:
Net sales:
Highly consumable
1,351,796
1,167,324
2,673,102
2,281,718
Seasonal
317,544
290,893
592,839
551,331
Home products
215,132
208,153
426,884
422,926
Basic clothing
181,544
169,873
351,020
328,227
9.
Guarantor subsidiaries
All of the Companys subsidiaries, except for its not-for-profit subsidiary the assets and revenues of which are not material (the Guarantors), have fully and unconditionally guaranteed on a joint and several basis the Companys obligations under certain outstanding debt obligations. Each of the Guarantors is a direct or indirect wholly owned subsidiary of the Company. In order to participate as a subsidiary guarantor on certain of the Companys financing arrangements, a subsidiary of the Company has entered into a letter agreement with certain state regulatory agencies to maintain a minimum balance of stockholders equity of $50 million in excess of the Companys debt it has guaranteed, or $500 million as of July 29, 2005. The subsidiary of the Company was in compliance with such agreement as of July 29, 2005.
The following consolidating schedules present condensed financial information on a combined basis. Dollar amounts are in thousands.
9
As of July 29, 2005
GUARANTOR SUBSIDIARIES
ELIMINATIONS
CONSOLIDATED TOTAL
BALANCE SHEET:
62,615
83,335
10,734
22,974
40,323
1,949,196
(1,931,214)
113,672
3,516,205
Property and equipment, at cost
190,636
1,873,060
2,063,696
Less accumulated depreciation and amortization
87,720
854,279
941,999
102,916
1,018,781
3,595,780
52,506
(3,628,280)
3,812,368
4,587,492
(5,559,494)
LIABILITIES ANDSHAREHOLDERS EQUITY
1,216
8,345
1,939,392
453,519
(1,930,214)
27,022
320,584
50,504
(1,000)
1,967,630
832,952
191,303
1,345,702
(1,281,560)
5,618
62,118
23,853
(23,853)
1,243,468
(1,243,468)
1,079,399
(1,079,399)
2,346,720
(2,346,720)
10
As of January 28, 2005
127,170
105,660
42,425
500
10,024
14,884
23,305
1,740,029
(1,709,632)
202,924
3,237,610
184,618
1,755,717
1,940,335
78,661
780,836
859,497
105,957
974,881
3,376,578
58,373
(3,405,687)
3,685,459
4,270,864
(5,115,319)
4,399
8,461
1,763,024
355,904
(1,709,601)
37,378
296,511
69,647
(31)
1,804,801
730,523
190,769
1,261,998
(1,194,305)
5,424
66,961
944,061
(944,061)
2,211,382
(2,211,382)
11
For the 13 weeks endedJuly 29, 2005
STATEMENTS OF INCOME:
43,547
(43,547)
38,119
475,888
5,428
115,642
(1,578)
(578)
5,046
2,298
1,960
113,922
(658)
40,982
Equity in subsidiaries earnings, net of taxes
72,940
(72,940)
For the 13 weeks endedJuly 30, 2004
45,197
(45,197)
38,510
435,541
6,687
101,439
(404)
4,298
1,147
2,793
101,292
1,158
31,605
69,687
(69,687)
For the 26 weeks endedJuly 29, 2005
89,581
(89,581)
75,340
941,129
14,241
213,750
(3,946)
(826)
10,130
3,182
8,057
211,394
2,936
76,057
135,337
(135,337)
12
For the 26 weeks endedJuly 30, 2004
89,729
(89,729)
74,874
841,409
14,855
207,821
(1,437)
(1,969)
9,113
4,776
7,179
205,014
3,073
69,949
135,065
(135,065)
13
STATEMENTS OF CASH FLOWS:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
10,848
79,468
(516)
(12,933)
Equity in subsidiaries earnings, net
2,469
(7,072)
(8,736)
70,949
(10,508)
24,899
(1,022)
(19,143)
3,733
6,475
5,199
193,817
(9,799)
(129,795)
72,675
Proceeds from sale of property and equipment
18
804
Net cash provided by (used in) investing activities
32,644
(128,491)
(3,043)
(5,140)
Changes in intercompany note balances, net
82,511
(82,511)
(102,398)
(87,651)
(64,555)
(22,325)
14
Adjustments to reconcile net income to net cash provided by operating activities:
10,071
70,626
5,084
23,933
(4,016)
1,857
4,066
56,905
(8,043)
16,215
8,765
(35,060)
(5,698)
(10,570)
18,019
36,569
(18,408)
(116,045)
(148,925)
(500)
206,350
16
74
39,033
(115,971)
(3,876)
(4,543)
(115,138)
115,138
Net cash provided by (used in) financing activities
(301,538)
110,595
Net increase (decrease) in cash and cash equivalents
(244,486)
31,193
285,007
60,892
40,521
92,085
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ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements/Risk Factors
Except for specific historical information, many of the matters discussed in this report and in the documents incorporated by reference into this report may express or imply projections of revenues or expenditures, statements of plans and objectives for future operations, growth or initiatives, statements of future economic performance, or statements regarding the outcome or impact of pending or threatened litigation. These and similar statements regarding events or results which the Company expects will or may occur in the future are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual performance of the Company to differ materially from those expressed or implied by these statements. All forward-looking information should be evaluated in the context of these risks, uncertainties and other factors. The words b elieve, anticipate, project, plan, expect, estimate, objective, forecast, goal, intend, will likely result, or will continue and similar expressions generally identify forward-looking statements. The Company believes the assumptions underlying these forward-looking statements are reasonable; however, any of the assumptions could be inaccurate, and therefore, actual results may differ materially from those projected in the forward-looking statements. Factors and risks that may result in actual results differing from such forward-looking information include, but are not limited to those listed below, as well as other factors discussed throughout this document, including without limitation the factors described under Critical Accounting Policies and Estimates or, from time to time, in the Companys filings with the SEC, press releases and other communic ations.
Readers are cautioned not to place undue reliance on forward-looking statements made herein, since the statements speak only as of the date of this document. The Company has no obligation, and does not intend, to publicly update or revise any forward-looking statements contained herein to reflect events or circumstances occurring after the date of this document or to reflect the occurrence of unanticipated events. Readers are advised, however, to consult any further disclosures the Company may make on related subjects in its documents filed with or furnished to the SEC or in its other public disclosures.
The Companys business is moderately seasonal with the highest portion of sales occurring during the fourth quarter. Adverse events during the fourth quarter could, therefore, affect the Companys financial statements as a whole. The Company realizes a significant portion of its net sales and net income during the Christmas selling season. In anticipation of the holidays, the Company purchases substantial amounts of seasonal inventory and hires many temporary employees. If for any reason the Companys net sales during the Christmas selling season were to fall below seasonal norms, a seasonal merchandise inventory imbalance could result. If such an imbalance were to occur, markdowns might be required to minimize this imbalance. The Companys profitability and operating results could be adversely affected by unanticipated markdowns and by less than an ticipated sales. Less than anticipated sales in the Christmas selling season would also negatively impact the Companys ability to leverage the increased labor costs.
Adverse weather conditions or other disruptions, especially during the peak Christmas selling season, but also at other times, could also adversely affect the Companys net sales and could make it more difficult for the Company to obtain sufficient quantities of merchandise from its suppliers.
Competition in the retail industry could limit the Companys growth opportunities and reduce its profitability. The Company competes in the discount retail merchandise business, which is highly competitive. This competitive environment subjects the Company to the risk of reduced profitability because of the lower prices, and thus the lower margins, required to maintain the Companys competitive position. The Company competes with discount stores and with many other retailers, including mass merchandise, grocery, drug, convenience, variety and other specialty stores. These other retail companies operate stores in many of the areas where the Company operates. The Companys direct competitors in the dollar store retail category include Family Dollar, Dollar Tree, Freds, and various local, independent operators. Competitors from other retail categories include CVS, Rite Aid, Walgreens, Eckerd, Wal-Mart and Kmart. The discount retail merchandise business is subject to excess capacity and some of the Companys competitors are much larger and have substantially greater resources than the Company. The competition for customers has intensified in recent years as larger competitors, such as Wal-Mart, have moved into the Companys geographic markets. The Company remains vulnerable to the marketing power and high level of consumer recognition of these major national discount chains and to the risk that these chains or others could venture into the dollar store industry in a significant way. Generally, the Company expects an increase in competition.
The Companys financial performance is sensitive to changes in overall economic conditions that may impact consumer spending. A general slowdown in the United States economy may adversely affect the spending of the Companys consumers, which would likely result in lower net sales than expected on a quarterly or annual basis. Economic conditions affecting disposable consumer income, such as employment levels, business conditions, fuel and energy costs, interest rates, and tax rates, could also adversely affect the Companys business by reducing consumer spending or causing consumers to shift their spending to other products.
Existing military efforts, the possibility of war and acts of terrorism, and rising fuel costs could adversely impact the Company. Existing U.S. military efforts, as well as the involvement of the United States in other military engagements, or a significant act of terrorism on U.S. soil or elsewhere, could have an adverse impact on the Company by, among other things, disrupting its information or distribution systems, causing dramatic increases in fuel prices thereby increasing the costs of doing business, or impeding the flow of imports or domestic products to the Company.
Rising fuel and energy costs could negatively impact discretionary spending and the Companys costs of doing business. A continuing rise in fuel and energy costs could adversely affect the Companys business by reducing consumer spending or causing consumers to shift their spending to other products. In addition, continued increases in those costs also would increase the Companys transportation costs and overall cost of doing business and could adversely affect the Companys financial statements as a whole.
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The Companys business is dependent on its ability to obtain attractive pricing and other terms from its vendors and on the timely receipt of inventory. The Company believes that it has generally good relations with its vendors and that it is generally able to obtain attractive pricing and other terms from vendors. If the Company fails to maintain good relations with its vendors, it may not be able to obtain attractive pricing with the consequence that its net sales or profit margins would be reduced. The Company may also face difficulty in obtaining needed inventory from its vendors because of interruptions in production or for other reasons, which would adversely affect the Companys business. Also, prolonged or repeated price increases of certain raw materials could affect our vendors product costs and, ultimately, the Companys profitability.
The efficient operation of the Companys business is heavily dependent on its information systems. The Company depends on a variety of information technology systems for the efficient functioning of its business. The Company relies on certain software vendors to maintain and periodically upgrade many of these systems so that they can continue to support the Companys business. The software programs supporting many of the Companys systems were licensed to the Company by independent software developers. The inability of these developers or the Company to continue to maintain and upgrade these information systems and software programs would disrupt or reduce the efficiency of the Companys operations if it were unable to convert to alternate systems in an efficient and timely manner. In addition, costs and potential problems and interruptions as sociated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of the Companys operations.
The Company is subject to interest rate risk. The Company is subject to market risk from exposure to changes in interest rates based on its financing, investing and cash management activities.
The Company is dependent upon the smooth functioning of its distribution network and upon the capacity of its distribution centers (DCs). The Company relies upon the ability to replenish depleted inventory through deliveries to its DCs from vendors and from the DCs to its stores by various means of transportation, including shipments by air, sea and truck. Labor shortages in the trucking industry could negatively impact transportation costs. In addition, long-term disruptions to the national and international transportation infrastructure that lead to delays or interruptions of service would adversely affect the Companys business. Moreover, if the Company were unable to achieve functionality of new DCs in the time frame expected, the Companys ability to achieve the expected growth could be inhibited.
Construction and expansion projects relating to the Companys DCs entail risks which could cause delays and cost overruns, such as: shortages of materials; shortages of skilled labor or work stoppages; unforeseen construction, scheduling, engineering, environmental or geological problems; weather interference; fires or other casualty losses; and unanticipated cost increases. The completion dates and ultimate costs of these projects could differ significantly from initial expectations due to construction-related or other reasons. The Company cannot guarantee that any project will be completed on time or within established budgets.
The Companys success depends to a significant extent upon the abilities of its senior management team and the performance of its employees. The loss of services of key members of the Companys senior management team or of certain other key employees could negatively impact the Companys business. In addition, future performance will depend upon the Companys ability to attract, retain and motivate qualified employees to keep pace with its expansion schedule. The inability to do so may limit the Companys ability to effectively penetrate new market areas.
If the Company cannot open new stores on schedule, its growth will be impeded. Delays in store openings could adversely affect the Companys future operations by slowing new store growth, which may in turn reduce its revenue growth. The Companys ability to timely open new stores and to expand into additional states will depend in part on the following factors: the availability of attractive store locations; the ability to negotiate favorable lease terms; the ability to hire and train new personnel, especially store managers; the ability to identify customer demand in different geographic areas; general economic conditions; and the availability of sufficient funds for expansion. Many of these factors are beyond the Companys control.
The inability to execute operating initiatives could negatively impact the Companys operating results. The Company has undertaken a significant number of operating initiatives in 2005 that have the potential to be disruptive in the short term if they are not implemented effectively. Ineffective implementation or execution of some or all of these initiatives could negatively impact the Companys operating results.
The Companys cost of doing business could increase as a result of changes in federal, state or local regulations. Unanticipated changes in the federal or state minimum wage or living wage requirements or changes in other wage or workplace regulations could adversely impact the Companys ability to meet financial targets. In addition, changes in federal, state or local regulations governing the sale of the Companys products, particularly over-the-counter medications or health products, could increase the Companys cost of doing business and could adversely impact the Companys sales results. The Companys inability to comply with such changes in a timely fashion could result in significant fines or penalties that could impact the Companys financial statements as a whole.
Rising insurance costs and loss experience could negatively impact profitability. The costs of insurance (workers compensation insurance, general liability insurance, health insurance, property insurance and directors and officers liability insurance) and loss experience have risen in recent years. Higher than expected increases in these costs could have an unanticipated negative impact on the Companys profitability.
Accounting Periods
The Company follows the concept of a 52-53 week fiscal year that ends on the Friday nearest to January 31. The following text contains references to years 2005 and 2004, which represent fiscal years ending or ended February 3, 2006 and January 28, 2005, respectively. Fiscal 2005 will be a 53-week accounting period and 2004 was a 52-week accounting period. This discussion and analysis should be read with, and is qualified in its entirety by, the Condensed Consolidated Financial Statements and the notes thereto.
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Results of Operations
The following discussion of the Companys financial performance is based on the Condensed Consolidated Financial Statements set forth herein. The nature of the Companys business is moderately seasonal. Historically, sales and net income in the fourth quarter have been higher than sales and net income achieved in each of the first three quarters of the fiscal year. Expenses, and to a greater extent operating income, vary by quarter. Results of a period shorter than a full year may not be indicative of results expected for the entire year. Furthermore, the seasonal nature of the Companys business may affect comparisons between periods.
Executive Overview. For the second quarter of 2005, the Company earned $75.6 million, or $0.23 per diluted share. In summary, the Company increased revenue by 12.5%, aided by new stores and a same-stores sales increase of 3.9%. The gross profit rate declined compared to the prior year period primarily due to the continued shift in sales to highly consumable categories, which typically have lower gross profit rates, and higher transportation costs due, in part, to rising fuel costs. Operating expenses declined, as a rate to sales, compared to the prior year period for reasons outlined below. See detailed discussions below for additional comments on financial performance in the current year periods as compared with the prior year periods.
Despite the continued difficult economic environment for its customers, the Company has made considerable progress in implementing many of the important operating initiatives outlined in its Annual Report on Form 10-K for the fiscal year ended January 28, 2005. That progress includes the following:
·
Opened 438 new stores, including 15 new Dollar General Market stores, while remaining on pace for the 2005 new store goal of 730;
Implemented the EZstore project in 2,625 stores, while remaining on pace to execute this strategy in 50% of stores by the end of 2005;
Reduced inventory levels on a per-store basis by approximately 3% as compared to the end of the second quarter of 2004 and will be continuing this inventory reduction effort throughout the remainder of the year;
Continued testing Dollar General Market formats, including in new geographic areas;
Continued focus on hiring practices and increasing accountability among Company employees;
Commenced operations of an eighth distribution center near Jonesville, South Carolina in accordance with the anticipated time frame;
Identified Marion, Indiana as the site of a ninth distribution center with a planned opening in 2006; and
Completed the rollout of coolers to the stores
While the Company provides no assurance that it will continue to be successful in executing these initiatives, nor does it guarantee that their successful implementation will result in superior financial performance, management continues to believe that they are appropriate initiatives for the long-term success of the business.
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The following table contains results of operations data for the 13-week and 26-week periods ending July 29, 2005 and July 30, 2004, and the dollar and percentage variances among those periods:
(amounts in millions,excluding per shareamounts)
2005 vs. 2004
Amount change
%change
% change
Net sales by category:
1,351.8
1,167.3
184.5
15.8
2,673.1
2,281.7
391.4
17.2
% of net sales
65.43%
63.57%
66.10%
63.66%
317.5
290.9
26.7
9.2
592.8
551.3
41.5
7.5
15.37%
15.84%
14.66%
15.38%
215.1
208.2
7.0
3.4
426.9
422.9
4.0
10.41%
11.34%
10.56%
11.80%
181.5
169.9
11.7
6.9
351.0
328.2
22.8
8.79%
9.25%
8.68%
9.16%
2,066.0
1,836.2
229.8
12.5
4,043.8
3,584.2
459.6
12.8
1,474.5
1,299.3
175.2
13.5
2,889.0
2,535.0
354.0
14.0
71.37%
70.76%
71.44%
70.73%
591.5
537.0
54.5
10.2
1,154.9
1,049.2
105.6
10.1
28.63%
29.24%
28.56%
29.27%
470.5
428.9
41.6
9.7
926.9
826.6
100.3
12.1
22.77%
23.35%
22.92%
23.06%
121.1
108.1
12.9
12.0
228.0
222.7
5.3
2.4
5.86%
5.89%
5.64%
6.21%
(2.2)
(1.4)
(0.8)
53.6
(4.8)
(3.4)
40.1
(0.10)%
(0.08)%
(0.12)%
7.3
5.4
1.9
34.9
13.3
13.9
(0.6)
(4.2)
0.36%
0.30%
0.33%
0.39%
115.9
104.1
11.8
11.3
219.5
212.2
5.61%
5.67%
5.43%
5.92%
40.3
32.8
7.6
23.1
79.0
73.0
6.0
8.2
1.95%
1.78%
2.04%
75.6
71.3
4.2
5.9
140.5
139.2
1.3
3.66%
3.88%
3.47%
0.01
4.5
Weighted average diluted shares
326.3
330.3
(4.0)
(1.2)
328.8
333.8
(5.0)
(1.5)
13 WEEKS ENDED JULY 29, 2005 AND JULY 30, 2004
Net Sales. The increase in net sales of $229.8 million resulted primarily from opening 633 net new stores since July 30, 2004, and a same-store sales increase of 3.9% for the 2005 period compared to the 2004 period. Same-store sales calculations for a given period include only those stores that were open both at the end of that period and at the beginning of the preceding fiscal year. The increase in same-store sales accounted for $68.2 million of the increase in sales while stores opened since the beginning of 2004 were the primary contributors to the remaining $161.5 million sales increase during the 2005 period.
The Company monitors its sales internally by the four major categories noted in the table above. The Companys merchandising mix in recent years has shifted to faster-turning consumable products versus home products and clothing. A significant factor in the Companys merchandising strategy has been the rollout of coolers, which allow the stores to sell refrigerated products. As a result of the cooler rollout and other factors, the highly consumable category has become a greater percentage of the Companys overall sales mix while the percentages of the home products and basic clothing categories have declined. Accordingly, the Companys sales increase in the 2005 period compared to the 2004 period was primarily attributable to the highly
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consumable category, which increased by $184.5 million, or 15.8%. The Company continually reviews its merchandise mix and adjusts it when necessary as a part of its ongoing efforts to improve overall sales and gross profit. These ongoing reviews may result in a shift in the Companys merchandising strategy, which could increase permanent markdowns in the future.
Gross Profit. The gross profit rate declined by 61 basis points in the 2005 period as compared with the 2004 period due to a number of factors, including but not limited to: lower sales, as a percentage of total sales, in the Companys seasonal, home products and basic clothing categories, which have higher than average markups; higher transportation expenses primarily attributable to increased fuel costs; an increase in markdowns as a percentage of sales; and the estimated impact of the expansion of the number of departments utilized for the gross profit calculation from 10 to 23, as further described below under Critical Accounting Policies and Estimates. These factors were partially offset by higher average mark-ups on the Companys beginning inventory in the 2005 period as compared with the 2004 period. The increased average mark-up on beginning inventory represents the cumulative impact of higher margin purchases over time.
Selling, General and Administrative (SG&A) Expense. The decrease in SG&A expense as a percentage of sales in the 2005 period as compared with the 2004 period was due to a number of factors, including but not limited to the following expense categories that increased less than the 12.5 percent increase in sales: store-related salary costs (increased 9.6%) reflecting the Companys cost-containment efforts including the EZstore project, which is designed to improve inventory flow and other areas of store operations; inventory services (decreased 39.8%) reflecting a reduction in the number of inventories taken during the period at a lower average cost per inventory compared to the prior year period; health benefits (decreased 25.5%) primarily due to a downward revision in claim lag assumptions based upon review and recommendation by the Companys outside actuary, resulting in a $2.6 million reduction of the Companys estimate of incurred but not reported health claims; insurance costs (decreased 1.7%) primarily due to lower workers compensation and general liability costs relative to sales as compared with the prior year period; and a reduction in professional fees (decreased 33.0%) primarily due to the reduction of consulting fees in the 2005 period associated with the EZstore project, and fees in the 2004 period associated with the Companys initial Sarbanes-Oxley compliance efforts. These items were partially offset by store occupancy costs (increased 19.7%) primarily due to rising average monthly rentals associated with the Companys leased store locations.
Interest Expense. The increase in interest expense in the 2005 period compared to the 2004 period is due primarily to a $2.0 million reduction in income tax-related interest expense recorded in the 2004 period resulting from the outcome of certain state income tax examinations as further discussed in Note 6 to the Condensed Consolidated Financial Statements.
Income Taxes. The effective income tax rate for the 2005 period was 34.8% compared to 31.5% in the 2004 period. The rate for the 2005 period is lower than the Companys estimated annual effective rate of approximately 36.1% primarily due to the year-to-date impact of a state investment tax credit associated with the construction of the Marion, Indiana DC and the impact of an internal corporate restructuring. The tax rate in the 2004 period was favorably impacted by
22
$6.2 million resulting from the outcome of certain state income tax examinations relating to prior years as further discussed in Note 6 to the Condensed Consolidated Financial Statements.
26 WEEKS ENDED JULY 29, 2005 AND JULY 30, 2004
Net Sales. The increase in net sales of $459.6 million resulted primarily from opening 633 net new stores since July 30, 2004, and a same-store sales increase of 4.4% for the 2005 period compared to the 2004 period. The increase in same-store sales accounted for $151.7 million of the increase in sales while stores opened since the beginning of 2004 were the primary contributors to the remaining $308.0 million sales increase during the 2005 period.
The Companys sales increase by merchandise category in the 2005 period compared to the 2004 period was primarily attributable to the highly consumable category, which increased by $391.4 million, or 17.2%, consistent with the factors outlined above.
Gross Profit. The gross profit rate declined by 71 basis points in the 2005 period as compared with the 2004 period due to a number of factors, including but not limited to: lower sales, as a percentage of total sales, in the Companys seasonal, home products and basic clothing categories, which have higher than average markups; higher transportation expenses primarily attributable to increased fuel costs; and the estimated impact of the expansion of the number of departments utilized for the gross profit calculation from 10 to 23, as further described below under Critical Accounting Policies and Estimates. These factors were partially offset by higher average mark-ups on the Companys beginning inventory in the 2005 period as compared with the 2004 period. The increased average mark-up on beginning inventory represents the cumulative impact of higher margin purchases over time.
In the 2005 period the Companys shrink, expressed in retail dollars as a percentage of sales, was 3.12% compared to 3.18% in the 2004 period.
Selling, General and Administrative (SG&A) Expense. The decrease in SG&A expense as a percentage of sales in the 2005 period as compared with the 2004 period was due to a number of factors, including but not limited to the following expense categories that increased less than the 12.8 percent increase in sales: store-related salary costs (increased 11.2%) reflecting the Companys cost-containment efforts including the EZstore project as discussed above; health benefits (decreased 12.0%) primarily due to a reduction in claim lag assumptions as discussed above; a reduction in professional fees (decreased 33.1%) primarily due to the reduction of consulting fees in the 2005 period associated with the EZstore project and Sarbanes-Oxley compliance efforts as discussed above; and insurance costs (increased 1.0%) primarily due to lower workers compensation a nd general liability costs relative to sales as compared with the prior year period. These items were partially offset by store occupancy costs (increased 20.0%) primarily due to rising average monthly rentals associated with the Companys leased store locations; and fees associated with the increased customer usage of debit cards (increased 116.6%).
Interest Expense. Interest expense in the 2005 period compared to the 2004 period remained relatively constant. A $2.0 million reduction in income tax-related interest expense in the 2004 period resulting from the outcome of certain state income tax examinations as discussed
23
in Note 6 to the Condensed Consolidated Financial Statements was offset by (i) a $0.8 million increase in capitalized interest in the 2005 period compared to the 2004 period relating primarily to the Companys DC construction and expansion projects, and (ii) a $0.7 million reduction in debt issuance cost amortization in the 2005 period compared to the 2004 period due primarily to the amendment of the Companys revolving credit facility in June 2004.
Income Taxes. The effective income tax rate for the 2005 period was 36.0% compared to 34.4% in the 2004 period. The 2005 rate approximates the Companys estimated annual effective tax rate of approximately 36.1%. The tax rate in the 2004 period was favorably impacted by $6.2 million resulting from the outcome of certain state income tax examinations relating to prior years as further discussed in Note 6 to the Condensed Consolidated Financial Statements.
Liquidity and Capital Resources
Current Financial Condition / Recent Developments. At July 29, 2005, the Company had total long-term debt (including the current portion) of $265.0 million and $146.0 million of cash and cash equivalents, compared with total long-term debt of $271.3 million and $232.8 million of cash and cash equivalents at January 28, 2005. The reduction in cash and cash equivalents during the first 26 weeks of 2005 is primarily attributable to repurchases by the Company of its common stock. Other significant factors affecting the Companys cash and debt balances during the period include cash flows provided by operating activities, net sales of short-term investments, purchases of property and equipment and payments of cash dividends, all as further described below.
The Companys inventory balance represented approximately 51% of its total assets as of July 29, 2005. The Companys ability to effectively manage its inventory balances can have a significant impact on the Companys cash flows from operations during a given period or fiscal year. In addition, inventory purchases can be somewhat seasonal in nature, such as the purchase of warm-weather or Christmas-related merchandise. Inventory turns, calculated on a rolling annualized basis using balances from each quarter, were 4.0 times for the periods ended July 29, 2005 and July 30, 2004.
As described in Note 4 to the Condensed Consolidated Financial Statements, the Company is involved in a number of legal actions and claims, some of which could potentially result in a material cash settlement. Adverse developments in these actions could materially and adversely affect the Companys liquidity. The Company also has certain income tax-related contingencies as more fully described below under Critical Accounting Policies and Estimates. Estimates of these contingent liabilities are included in the Companys Condensed Consolidated Financial Statements. However, future negative developments could have a material adverse effect on the Companys liquidity.
On November 30, 2004, the Board of Directors authorized the Company to repurchase up to 10 million shares of its outstanding common stock. Purchases may be made in the open market or in privately negotiated transactions from time to time subject to market conditions. The objective of the share repurchase program is to enhance shareholder value by purchasing
24
shares at a price that produces a return on investment that is greater than the Companys cost of capital. Additionally, share repurchases generally will be undertaken only if such purchases result in an accretive impact on the Companys fully diluted earnings per share calculation. This authorization expires November 30, 2005. As of July 29, 2005, the Company had repurchased approximately 9.0 million shares pursuant to this authorization. See Part II--Item 2 of this Form 10-Q.
The Company has a $250 million revolving credit facility (the Credit Facility), which expires in June 2009. As of July 29, 2005, the Company had no outstanding borrowings and $6.5 million of standby letters of credit under the Credit Facility. The standby letters of credit reduce the borrowing capacity under the Credit Facility. At July 29, 2005 the Company was in compliance with all financial covenants contained in the Credit Facility.
The Company has $200 million (principal amount) of 8 5/8% unsecured notes due June 15, 2010. This indebtedness was incurred to assist in funding the Companys growth. Interest on the notes is payable semi-annually on June 15 and December 15 of each year. The Company may seek, from time to time, to retire its outstanding notes through cash purchases on the open market, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, the Companys liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Terms of the Companys outstanding debt obligations could have an effect on the Companys ability to incur additional debt financing. The Credit Facility contains financial covenants which include certain debt to cash flow ratios, a fixed charge coverage test, and minimum allowable consolidated net worth. The Credit Facility also places certain specified limitations on secured and unsecured debt. The Companys outstanding notes discussed above place certain specified limitations on secured debt and place certain limitations on the Companys ability to execute sale-leaseback transactions. The Company has generated significant cash flows from its operations during recent years. Therefore, the Company does not believe that any existing limitations on its ability to incur additional indebtedness will have a material impact on its liquidity.
At July 29, 2005 and January 28, 2005, the Company had commercial letter of credit facilities totaling $195.0 million and $215.0 million, respectively, of which $147.2 million and $98.8 million, respectively, were outstanding for the funding of imported merchandise purchases.
In July 2005, as an inducement for the Company to select Marion, Indiana as the site for construction of a new DC, the Economic Development Board of Marion approved a tax increment financing in the amount of $14.5 million. Pursuant to this financing, proceeds from the issuance of certain revenue bonds will be loaned to the Company in connection with the construction of the DC. This transaction will be funded during the second half of 2005.
The Company believes that its existing cash balances, cash flows from operations, the Credit Facility and its anticipated ongoing access to the capital markets, if necessary, will
25
provide sufficient financing to meet the Companys currently foreseeable liquidity and capital resource needs.
Cash flows provided by operating activities. The most significant component of the increase in cash flows from operating activities in the 2005 period as compared to the 2004 period was the change in inventory balances. The most significant change in inventory levels occurred in the seasonal and basic clothing categories. Seasonal inventory levels declined by 2% in the 2005 period as compared to an 18% increase in the 2004 period, while basic clothing inventory levels increased by 2% in the 2005 period as compared to a 29% increase in the 2004 period. Inventory management is a continuing focal point for the Company. In connection with this effort, the Company has completed an initiative of identifying specific merchandise in its stores that it wants to sell through via promotional sales to customers. Some of these items have already been marked down and some may require additional markdowns in future periods. The future rate of sales of this merchandise will be a key determinant of the rate of future markdowns.
Cash flows used in investing activities. Significant components of the Companys property and equipment purchases in the 2005 period included the following approximate amounts: $41 million for distribution and transportation-related capital expenditures; $38 million for new stores; $27 million for the EZstore project; and $13 million for systems-related capital projects. During the 2005 period, the Company opened 438 new stores. Distribution and transportation expenditures in the 2005 period include costs associated with the construction of the Companys DCs in Marion, Indiana and near Jonesville, South Carolina.
Significant components of property and equipment purchases in the 2004 period included the following approximate amounts: $38 million for new stores; $38 million for distribution and transportation-related capital expenditures; $16 million for coolers in new and existing stores, which allow the stores to carry refrigerated products; $13 million for certain fixtures in existing stores and $11 million for systems-related capital projects. During the 2004 period, the Company opened 420 new stores. Distribution and transportation expenditures in the 2004 period include costs associated with the expansion of the Ardmore, Oklahoma and South Boston, Virginia DCs as well as costs associated with the construction of the Companys DC near Jonesville, South Carolina.
Net sales of short-term investments increased net cash from investing activities by $42.9 million and $57.4 million in the 2005 and 2004 periods, respectively, and primarily reflect the Companys investment activities in tax-exempt auction market securities.
Capital expenditures for the 2005 fiscal year are projected to be approximately $350 million. The Company anticipates funding its 2005 capital requirements with cash flows from operations and, if necessary, borrowings under the Credit Facility.
Cash flows used in financing activities. The Company repurchased approximately 8.4 and 9.0 million shares of its common stock during the 2005 and 2004 periods at a total cost of $172.8 million, and $169.4 million, respectively. The Company paid cash dividends of $27.6 million and $26.4 million, or $0.085 and $0.08 per share, respectively, on its outstanding
26
common stock during the 2005 and 2004 periods. These uses of cash were partially offset by stock option proceeds of $18.4 million and $14.3 million, respectively, during the 2005 and 2004 periods.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. Management considers an accounting estimate to be critical if:
it requires assumptions to be made that were uncertain at the time the estimate was made; and
changes in the estimate or different estimates that could have been selected could have a material effect on the Companys results of operations or financial condition.
Management discussed the development and selection of its critical accounting estimates with the Audit Committee of the Companys Board of Directors and the Audit Committee reviewed the disclosures presented below relating to them.
In addition to the estimates presented below, there are other items within the Companys financial statements that require estimation but are not deemed critical as defined above. The Company believes these estimates are reasonable and appropriate. However, if actual experience differs from the assumptions and other considerations used, the resulting changes could have a material effect on the financial statements taken as a whole.
Merchandise Inventories. Merchandise inventories are stated at the lower of cost or market with cost determined using the retail last-in, first-out (LIFO) method. Under the Companys retail inventory method (RIM), the calculation of gross profit and the resulting valuation of inventories at cost are computed by applying a calculated cost-to-retail inventory ratio to the retail value of sales. The RIM is an averaging method that has been widely used in the retail industry due to its practicality. Also, it is recognized that the use of the RIM will result in valuing inventories at the lower of cost or market if markdowns are currently taken as a reduction of the retail value of inventories.
Inherent in the RIM calculation are certain significant management judgments and estimates including, among others, initial markups, markdowns, and shrinkage, which significantly impact the gross profit calculation as well as the ending inventory valuation at cost. These significant estimates, coupled with the fact that the RIM is an averaging process, can, under certain circumstances, produce distorted cost figures. Factors that can lead to distortion in the calculation of the inventory balance include:
applying the RIM to a group of products that is not fairly uniform in terms of its cost and selling price relationship and turnover;
applying the RIM to transactions over a period of time that include different rates of gross profit, such as those relating to seasonal merchandise;
27
inaccurate estimates of inventory shrinkage between the date of the last physical inventory at a store and the financial statement date; and
inaccurate estimates of lower of cost or market (LCM) and/or LIFO reserves.
To reduce the potential of such distortions in the valuation of inventory, the Companys RIM calculation through the end of 2004 utilized 10 departments in which fairly homogenous classes of merchandise inventories having similar gross margins were grouped. In 2005, in order to further refine its RIM calculation, the Company expanded the number of departments it utilizes for its gross margin calculation from 10 to 23. The Company estimates that this change resulted in a reduction of gross profit of approximately $3.4 million and $6.7 million, respectively, for the 13-week and 26-week periods ended July 29, 2005. The impact of this change on the Companys annual consolidated financial statements is not currently expected to be material, although a given quarter could be impacted based on the mix of sales in the quarter. Other factors that reduce potential distortion include the use of historical experience in estimating the shrink provision (see discussion below) and the utilization of an independent statistician to assist in the LIFO sampling process and index formulation. Also, on an ongoing basis, the Company reviews and evaluates the salability of its inventory and records LCM reserves, if necessary.
The Company calculates its shrink provision based on actual physical inventory results during the fiscal period and an accrual for estimated shrink occurring subsequent to a physical inventory through the end of the fiscal reporting period. This accrual is calculated as a percentage of sales and is determined by dividing the book-to-physical inventory adjustments recorded during the previous twelve months by the related sales for the same period for each store. To the extent that subsequent physical inventories yield different results than this estimated accrual, the Companys effective shrink rate for a given reporting period will include the impact of adjusting the estimated results to the actual results. Although the Company performs physical inventories in all of its stores annually, the same stores do not necessarily get counted in the same reporting periods from year to year, which could impact comparability in a given reporting period.
Property and Equipment. Property and equipment are recorded at cost. The Company groups its assets into relatively homogeneous classes and generally provides for depreciation on a straight-line basis over the estimated average useful life of each asset class, except for leasehold improvements, which are amortized over the shorter of the applicable lease term or the estimated useful life of the asset. The valuation and classification of these assets and the assignment of useful depreciable lives involves significant judgments and the use of estimates. Property and equipment are reviewed for impairment periodically and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
Self-Insurance Liability. The Company retains a significant portion of the risk for its workers compensation, employee health insurance, general liability, property loss and automobile coverage. These costs are significant primarily due to the large employee base and number of stores. Provisions are made to this insurance liability on an undiscounted basis based
28
on actual claim data and estimates of incurred but not reported claims developed by an independent actuary utilizing historical claim trends. If future claim trends deviate from recent historical patterns, the Company may be required to record additional expenses or expense reductions, which could be material to the Companys future financial results.
Contingent Liabilities Income Taxes. The Company is subject to routine income tax audits that occur periodically in the normal course of business. The Company estimates its contingent income tax liabilities based on its assessment of probable income tax-related exposures and the anticipated settlement of those exposures translating into actual future liabilities. The contingent liabilities are estimated based on both historical audit experiences with various state and federal taxing authorities and the Companys interpretation of current income tax-related trends. If the Companys income tax contingent liability estimates prove to be inaccurate, the resulting adjustments could be material to the Companys results of operations.
Contingent Liabilities Legal Matters. The Company is subject to legal, regulatory and other proceedings and claims. Reserves, if any, are established for these claims and proceedings based upon the probability and estimability of losses and to fairly present, in conjunction with the disclosures of these matters in the Companys financial statements and SEC filings, managements view of the Companys exposure. The Company reviews outstanding claims and proceedings internally and with external counsel as necessary to assess probability of loss and for the ability to estimate loss. These assessments are re-evaluated each quarter or as new information becomes available to determine whether a reserve should be established or if any existing reserve should be adjusted. The actual cost of resolving a claim or proceeding ultimately may be substantially different than the amount of the recorded reserve. In addition, because it is not permissible under GAAP to establish a litigation reserve until the loss is both probable and estimable, in some cases there may be insufficient time to establish a reserve prior to the actual incurrence of the loss (upon verdict and judgment at trial, for example, or in the case of a quickly negotiated settlement). See Note 4 to the Condensed Consolidated Financial Statements.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have no material changes to the disclosures relating to this item that are set forth in our report on Form 10-K for the fiscal year ended January 28, 2005.
ITEM 4.
CONTROLS AND PROCEDURES
(a)
Disclosure Controls and Procedures. The Company maintains disclosure controls and procedures that are designed to ensure that information relating to the Company and its consolidated subsidiaries required to be disclosed in the Companys periodic filings under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported in a timely manner in accordance with the requirements of the Exchange Act, and that such information is accumulated and communicated to management, including the Companys Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive
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Officer and the Chief Financial Officer, of the effectiveness of the design and operation of these disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of July 29, 2005. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer each concluded that the Companys disclosure controls and procedures were effective as of July 29, 2005.
(b)
Changes in Internal Control Over Financial Reporting. There have been no changes in the Companys internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) identified in connection with the evaluation of the Companys internal control over financial reporting as required by Exchange Act Rule 13a-15(d) that occurred during the quarter ended July 29, 2005 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
PART IIOTHER INFORMATION
LEGAL PROCEEDINGS
The information contained in Note 4 to the Condensed Consolidated Financial Statements under the heading Legal Proceedings contained in Part I, Item 1 of this Form 10-Q is incorporated herein by this reference.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table contains information regarding purchases of the Companys common stock made during the quarter ended July 29, 2005 by or on behalf of the Company or any affiliated purchaser, as defined by Rule 10b-18(a)(3) of the Securities Exchange Act of 1934:
Period
Total Numberof Shares Purchased (a)
Average Price Paid per Share
Total Numberof Shares Purchased as Part of Publicly Announced Plans or Programs (b)
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (b)
04/30/05-05/31/05
2,010,361
20.48
2,010,300
6,300,200
06/01/05-06/30/05
5,258,656
20.26
5,257,600
1,042,600
07/01/05-07/29/05
568
20.46
Total
7,269,585
20.32
7,267,900
(a) Includes 1,157 shares purchased in open market transactions in satisfaction of the Companys obligations under certain employee benefit plans and 528 shares accepted in lieu of cash to pay employee tax liabilities upon lapse of restrictions on restricted stock.
(b) On December 1, 2004, the Company announced that its Board of Directors had approved on November 30, 2004 a share repurchase program of 10 million shares. That repurchase authorization expires on November 30, 2005. Under the authorization, purchases may be made in the open market or in privately negotiated transactions from time to time subject to market conditions. The Company did not have any repurchase plan or program that expired during the second quarter of 2005, nor has the Company determined to terminate the current plan prior to its expiration.
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Companys Annual Shareholders Meeting was held on May 24, 2005. Proxies for that Meeting were solicited in accordance with Regulation 14A of the Exchange Act. There was no solicitation in opposition to managements nominees and each of those nominees was elected to serve a one-year term. The voting results on each matter at the Meeting are set forth below:
Proposal 1Election of Directors
For
Withhold Authority
David L. Beré
278,454,610
2,445,419
Dennis C. Bottorff
278,302,550
2,597,479
Barbara L. Bowles
277,269,492
3,630,537
James L. Clayton
276,119,055
4,780,974
Reginald D. Dickson
276,130,791
4,769,238
E. Gordon Gee
276,398,561
4,501,468
Barbara M. Knuckles
277,466,287
3,433,742
David A. Perdue
275,538,938
5,361,091
J. Neal Purcell
277,512,060
3,387,969
James D. Robbins
277,538,013
3,362,016
David M. Wilds
275,018,186
5,881,843
Proposal 2Approval of Annual Incentive Plan to assure full tax deductibility of awards in connection with Internal Revenue Code Section 162(m)
Against
Abstain
271,403,170
7,464,549
2,032,309
(c)
Proposal 3Ratification of the appointment of Ernst & Young LLP as independent auditors
278,209,326
608,134
2,082,568
ITEM 6.
EXHIBITS
See Exhibit Index immediately following the signature page hereto, which Exhibit Index is incorporated by reference as if fully set forth herein.
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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 thereunto duly authorized, both on behalf of the Registrant and in his capacity as principal financial and accounting officer of the Registrant.
Date:
August 25, 2005
By:
/s/ David M. Tehle
David M. Tehle
Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
4.1
Seventh Supplemental Indenture, dated as of May 23, 2005, by and among Dollar General Corporation, the guarantors named therein, as guarantors, and Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee.
Eighth Supplemental Indenture, dated as of July 27, 2005, by and among Dollar General Corporation, the guarantors named therein, as guarantors, and Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee.
Amendment to Dollar General Corporation 1998 Stock Incentive Plan.
Form of Restricted Stock Unit Award Agreement and Election Forms in connection with restricted stock unit grants made to outside directors pursuant to the Companys 1998 Stock Incentive Plan.
10.3
Form of Stock Option Grant Notice in connection with option grants made pursuant to the Companys 1998 Stock Incentive Plan.
10.4
Form of Restricted Stock Award Agreement in connection with restricted stock grants made pursuant to the Companys 1998 Stock Incentive Plan.
10.5
Form of Restricted Stock Unit Award Agreement in connection with restricted stock unit grants made to officers and employees pursuant to the Companys 1998 Stock Incentive Plan.
10.6
Dollar General Corporation Annual Incentive Plan (effective March 16, 2005, as approved by shareholders on May 24, 2005).
10.7
Dollar General Corporation 2005 Store Support and Distribution Center Teamshare Bonus Program.
10.8
Summary of Outside Director Compensation (effective May 25, 2005).
Certifications of CEO and CFO under Exchange Act Rule 13a-14(a).
Certifications of CEO and CFO under 18 U.S.C. 1350.
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