UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended ....... October 31, 1999 OR ( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file Number 0-20269 DUCKWALL-ALCO STORES, INC. (Exact name of registrant as specified in its charter.) Kansas 48-0201080 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 401 Cottage Avenue Abilene, Kansas 67410-2832 (Address of principal executive offices (Zip Code) Registrant's telephone number, including area code: (785) 263-3350 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 [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: 4,772,299 shares of common stock, $.0001 par value (the issuer's only class of common stock), were outstanding as of October 31, 1999. PART I. Financial Information. ITEM 1. Financial Statements. Duckwall-ALCO Stores, Inc. And Subsidiaries Consolidated Balance Sheets (Dollars in Thousands) October 31, January 31, 1999 1999 (Unaudited) ___________ __________ ASSETS Current assets: Cash and cash equivalents $ 5,826 $10,423 Receivables 3,648 3,557 Inventories 134,422 113,225 Prepaid expenses and other current assets 1,000 359 Total current assets 144,896 127,564 Property and equipment 78,560 73,967 Less accumulated depreciation 39,181 35,340 Net property and equipment 39,379 38,627 Property under capital leases 20,407 20,407 Less accumulated amortization 14,878 14,428 Net property under capital leases 5,529 5,979 Other non-current assets 258 304 Total assets $190,062 $172,474 <FN> See accompanying notes to unaudited consolidated financial statements. Duckwall-ALCO Stores, Inc. And Subsidiaries Consolidated Balance Sheets (Dollars in Thousands) October 31, January 31, 1999 1999 (unaudited) ___________ ____________ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of: Long term debt $1,420 $1,556 Capital lease obligations 540 540 Accounts payable 37,523 20,488 Income taxes payable 0 1,780 Accrued salaries and commissions 3,655 4,705 Accrued taxes other than income 4,386 3,520 Other current liabilities 1,713 2,643 Deferred income taxes 2,256 2,256 Total current liabilities 51,493 37,488 Notes payable under revolving loan 35,040 30,598 Long term debt less current maturities 3,788 4,825 Capital lease obligations less current maturities 7,684 8,089 Other noncurrent liabilities 1,440 1,484 Deferred revenue 908 1,075 Deferred income taxes 2,489 2,489 Total liabilities 102,842 86,048 Stockholders' equity: Common stock, $.0001 par value, authorized 20,000,000 shares; issued and outstanding 4,772,299 shares and 5,092,324 shares respectively 1 1 Additional paid-in capital 51,481 54,247 Retained earnings since June 2, 1991 35,738 32,178 Total stockholders' equity 87,220 86,426 Total liabilities and stockholders' equity $190,062 $172,474 <FN> See accompanying notes to unaudited consolidated financial statements. Duckwall-ALCO Stores, Inc. And Subsidiaries Consolidated Statements of Operations (Dollars in Thousands Except Per Share Amounts) (Unaudited) For the Thirteen Week For the Thirty-Nine Week Periods Ended Periods Ended October 31, November 1, October 31, November 1, 1999 1998 1999 1998 ___________ ___________ ___________ __________ Net sales ............................... $87,624 $85,308 $268,796 $256,720 Cost of sales ........................... 56,975 56,018 177,115 168,670 Gross margin .................. 30,649 29,290 91,681 88,050 Selling, general and administrative ................. 26,502 24,854 78,418 74,060 Depreciation and amortization ................... 1,597 1,568 4,757 4,506 Total operating expenses ...... 28,099 26,422 83,175 78,566 Income from operations .................. 2,550 2,868 8,506 9,484 Interest expense......................... 915 1,083 2,762 3,177 Earnings before income taxes ............ 1,635 1,785 5,744 6,307 Income tax expense ...................... 621 666 2,184 2,401 Earnings before cumulative effect of accounting change ................... 1,014 1,119 3,560 3,906 Cumulative effect of accounting change (net of tax) ................. 0 0 0 (956) Net earnings ............................ $1,014 $1,119 $3,560 $2,950 Per share data - basic Earnings before cumulative effect of accounting change ................... $ 0.20 $ 0.22 $ 0.71 $ 0.76 Cumulative effect of accounting change .. .00 0.00 0.00 (0.19) Net earnings ............................ $ 0.20 $ 0.22 $ 0.71 $ 0.57 Per share data - diluted Earnings before cumulative effect of accounting change ................... $ 0.20 $ 0.22 $ 0.71 $ 0.76 Cumulative effect of accounting change .. .00 0.00 0.00 (0.19) Net earnings ............................ $ 0.20 $ 0.22 $ 0.71 $ 0.57 <FN> See accompanying notes to unaudited consolidated financial statements. Duckwall-ALCO Stores, Inc. And Subsidiaries Consolidated Statements of Cash Flow (Dollars in Thousands) (Unaudited) For the Thirty-Nine Week Periods Ended October 31, 1999 November 1, 1998 ---------------- ---------------- Cash flows from operating activities: Net Earnings $3,560 $2,950 Adjustments to reconcile net earnings to net cash used in operating activities Cumulative effect of accounting change, net of income tax benefit 0 956 Amortization of debt financing costs 88 92 Depreciation and amortization 4,757 4,506 LIFO expense 374 0 Increase in inventories (21,571) (24,753) Increase in accounts payable 17,035 16,247 Increase in receivables (91) (897) Decrease (increase) in prepaid expenses and other current assets (641) 111 Increase in accrued taxes other than income 866 669 Decrease in accrued salary and commissions (1,050) (1,345) Decrease in income taxes payable (1,780) (1,661) Decrease in other liabilities (1,141) (840) Net cash provided by (used in) operating activities 406 (3,965) Cash flow from investing activities: Capital expenditures (5,087) (7,484) Increase in other assets (14) 0 Net cash used in investing activities (5,101) (7,484) Cash flow from financing activities: Proceeds from exercise of outstanding stock options 70 372 Common stock retired thru buyback program (2,836) (668) Increase in revolving loan 4,442 17,497 Principal payments on long term notes (1,173) (1,078) Principal payments on capital leases (405) (389) Debt issue costs 0 (344) Net cash provided by financing activities 98 15,390 Net increase (decrease) in cash and cash equivalents (4,597) 3,941 Cash and cash equivalents at beginning of period 10,423 2,555 Cash and cash equivalents at end of period $5,826 $6,496 <FN> See accompanying notes to unaudited consolidated financial statements. Duckwall-ALCO Stores, Inc. And Subsidiaries Notes to Unaudited Consolidated Financial Statements (1) Basis of Presentation The accompanying unaudited consolidated financial statements are for interim periods and, consequently, do not include all disclosures required by generally accepted accounting principles for annual financial statements. It is suggested that the accompanying unaudited consolidated financial statements be read in conjunction with the consolidated financial statements included in the Company's fiscal 1999 Annual Report. In the opinion of management of Duckwall-ALCO Stores, Inc., the accompanying unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position of the Company and the results of its operations and cash flows for the interim periods. (2) Principles of Consolidation The consolidated financial statements include the accounts of Duckwall-ALCO Stores, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. (3) Earnings Per Share Earnings per share has been computed based on the weighted average number of common shares outstanding during the period plus common stock equivalents, when dilutive, consisting of stock options. The average number of shares used in computing earnings per share was as follows: Thirteen Weeks Ending Basic Diluted October 31, 1999 4,966,609 4,966,609 November 1, 1998 5,119,654 5,147,930 Thirty-Nine Weeks Ending October 31, 1999 5,032,341 5,032,341 November 1, 1998 5,119,681 5,171,450 Duckwall-ALCO Stores, Inc. And Subsidiaries [CAPTION] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in thousands) The thirteen weeks ended October 31, 1999 and November 1, 1998 are referred to herein as the third quarter of fiscal 2000 and 1999, respectively. As used below the term "competitive market" refers to any market wherein there is one or more national or regional full-line discount stores located in the market served by the Company. The term "non-competitive market" refers to any market where there is no national or regional full-line discount store located in the market served by the Company. Even in a non-competitive market, the Company faces competition from a variety of sources. RESULTS OF OPERATIONS The Company continues to execute its basic strategy of opening stores in under-served markets that have no competition from national or regional full-line discount retailers. During the third quarter of fiscal 2000, the Company opened 2 ALCO stores and 2 Duckwall stores, all of which were in new, non-competitive markets, resulting in a quarter end total of 266 stores. For the thirty-nine week period ending October 31, 1999, the Company opened 17 stores and closed 8 stores. As of October 31, 1999, over 80% of the stores are in non-competitive markets. Net sales for the third quarter of fiscal 2000 increased $2,316 or 2.7% to $87,624 compared to $85,308 for the third quarter of fiscal 1999. Net sales for the prototype Class 18 ALCO stores open the full period in both the third quarter of fiscal 2000 and fiscal 1999 (comparable stores) decreased $301 or 1.0%. The Duckwall variety stores produced a decrease of $63 or 1.3% compared to the third quarter of the prior fiscal year. Net sales for all stores open the full period decreased $1,458 or 1.9% compared to the third quarter of the prior fiscal year. Same store sales were impacted by the planned elimination of three advertising circulars as part of the implementation of the Company's new pricing strategy "New Low Prices Everyday" (NLPE). Net sales for the thirty-nine week period ending October 31, 1999 increased $12,076 or 4.7% to $268,796 compared to $256,720 in the comparable thirty-nine week period of the prior fiscal year. Net sales of comparable class 18 ALCO stores increased by $736 or .8% for the thirty-nine week period ending October 31, 1999 compared to the thirty-nine week period of the prior fiscal year. Same store sales were impacted by the elimination of eight advertising circulars and three promotional handouts as part of the implementation of NLPE. Gross margin for the third quarter of fiscal 2000 increased $1,359 or 4.6% to $30,649 compared to $29,290 in the third quarter of fiscal 1999. Gross margin as a percentage of sales was 35.0% for the third quarter of fiscal 2000 compared to 34.3% for the third quarter of fiscal 1999. The higher gross margin percent this thirteen week period was due to lower product costs compared to the thirteen week period of the prior fiscal year. Gross margin for the thirty-nine week period ended October 31, 1999 was $91,681, which was $3,631 or 4.1% higher than last year's thirty-nine week gross margin of $88,050. As a percent of net sales, gross margin for the thirty-nine week period ended October 31, 1999 was 34.1% compared to 34.3% in the thirty-nine week period of the prior fiscal year. Selling, general and administrative expense increased $1,648 or 6.6% to $26,502 in the third quarter of fiscal 2000 compared to $24,854 in the third quarter of fiscal 1999, primarily due to the increase in total stores. As a percentage of net sales, selling, general and administrative expenses in the third quarter of fiscal 2000 was 30.2%, compared to 29.1% in the third quarter of fiscal 1999. The increase was due primarily to expense inflation, which offset the planned lower advertising costs. Selling, general and administrative expense was also unfavorably impacted by the sale-leaseback that was completed in the fourth quarter of fiscal 1999. The sale-leaseback impacts selling, general and administrative expense through higher store rent expense, with a corresponding reduction in depreciation and interest expense. Selling, general and administrative expense increased $4,358 or 5.9% to $78,418 for the thirty-nine week period ended October 31, 1999 compared to $74,060 for the comparable thirty-nine week period of the prior fiscal year. Selling, general and administrative expense as a percent of net sales was 29.2% for the thirty-nine week period ended October 31, 1999 compared to 28.8% in the comparable thirty-nine week period last year. The increase in selling, general and administrative expense in fiscal 2000 is primarily due to an increase in the number of stores as well as expense inflation and the sale-leaseback described earlier. Depreciation and amortization expense increased $29 or 1.8% to $1,597 in the third quarter of fiscal 2000 compared to $1,568 in the third quarter of fiscal 1999. The increase is due to additional buildings and equipment associated with the store expansion program. Income from operations decreased $318 or 11.1% to $2,550 in the third quarter of fiscal 2000 compared to $2,868 in the third quarter of fiscal 1999. Income from operations as a percentage of net sales was 2.9% in the third quarter of fiscal 2000 compared to 3.4% in the third quarter of fiscal 1999. Income from operations decreased $978 or 10.3% to $8,506 for the thirty-nine week period ended October 31, 1999 compared to $9,484 in the comparable thirty-nine week period of the prior fiscal year. Interest expense decreased $168 or 15.5% in the third quarter of fiscal 2000 compared to the third quarter of fiscal 1999. Net earnings for the third quarter of fiscal 2000 were $1,014, a decrease of $105 or 9.4% over the net earnings of $1,119 for the third quarter of fiscal 1999. LIQUIDITY AND CAPITAL RESOURCES The Company's primary sources of funds are cash flow from operations, borrowings under its revolving loan credit facility, mortgage financing, and vendor trade credit financing (increases in accounts payable). At October 31, 1999 working capital (defined as current assets less current liabilities) was $93,403 compared to $90,076 at the end of fiscal 1999. Cash generated (used) by operating activities in the first three quarters of fiscal 2000 and 1999 was $406 and ($3,965) respectively. The decrease in the amount of cash used by operating activities in the first three quarters of fiscal 2000 compared to the first three quarters of fiscal 1999 was primarily due to a larger increase in the trade accounts payable build up relative to the overall increase in inventory levels. The Company generated cash from financing activities in the first three quarters of fiscal 2000 and 1999 of $98 and $15,390, respectively. This was generated by borrowing under the revolving loan credit facility, as well as a $1,870 mortgage secured by certain company fixed assets in fiscal 1999. Cash used for investing activities in the first three quarters of fiscal 2000 and 1999 totaled $5,101 and $7,484, respectively. Total anticipated cash payments for acquisition of property and equipment in fiscal 2000, principally for store buildings and store and warehouse fixtures and equipment, are approximately $9,000. During the third quarter of fiscal 1999 the Company's Board of Directors authorized a stock repurchase program. The Company has been authorized to purchase up to 411,000 shares, or 8% of its outstanding common stock. A total of 276,900 shares of stock were purchased during the third quarter of the current fiscal year under this program. The cumulative total number of shares repurchased under this program was 387,600 as of October 31, 1999. On November 18, 1999, the Company's Board of Directors authorized an additional 1,000,000 shares for repurchase. THE YEAR 2000 The information in this Year 2000 section is a Year 2000 Readiness Disclosure under the Year 2000 Information Readiness and Disclosure Act. INTERNAL CONSIDERATIONS The Company has been evaluating and adjusting all of its known date-sensitive systems and equipment for Year 2000 readiness. The assessment phase of the Year 2000 project is substantially complete and mission critical systems have been substantially remediated or replaced. The assessment phase of the project included information technology systems as well as non-information technology equipment. The Company estimates that over 99% of the required coding conversions on information technology have occurred to-date. The Company has completed the majority of all known coding conversions, and returned, or placed these systems into production. This occurred during the first half of fiscal 2000 as scheduled. Virtually all of the Company's remediation efforts have been and will continue to be performed by Company associates and a limited number of selected software and hardware providers. As systems have been replaced or remediated, system testing has been conducted prior to return to production. Enterprise wide system testing will be conducted throughout calendar 1999 and through the end of fiscal 2000. Rollout of Y2K ready store systems was completed in June of 1999. At this point the Company believes the store systems to be Y2K ready, however, additional testing and monitoring continues as deemed necessary. COSTS RELATED TO YEAR 2000 The total estimated cost of the Company's Year 2000 project is $1,000. To-date the Company has spent approximately $479 on hardware and software upgrades (excluding internal costs), and expects to spend as much as an additional $221. Additionally the Company has or will incur as much as $300 in internal and external programming costs. Additional resources are providing the Company with some enhancements to proprietary systems, and project planning has begun for future enhancements. All expenditures related to the Company's Year 2000 readiness initiatives have been or will be funded by cash flows from operations, borrowing under the Company's line of credit, or other financing sources, and have been or will be capitalized or expensed depending on the classification of the expenditure according to generally accepted accounting principles. EXTERNAL CONSIDERATIONS In addition to internal Year 2000 activities, the Company is communicating with other companies with which its systems interface or rely upon. Conversion, testing and implementation of Year 2000 ready EDI transaction is substantially completed. To-date we have converted 329 out of 341 trading partners. Nine (9) trading partners are either in test or have been scheduled for test prior to December 15, 1999, and three (3) trading partners have been identified as problem vendors. The problem vendors and possibly a small percentage of the vendors either in test or scheduled for test will be forced to return to paper/fax transactions. The total annual purchases for these problem vendors are immaterial. Contingency plans are being developed where possible and practical for those vendors who appear to be unlikely to achieve Y2K readiness by December 15, 1999. There can be no assurance that there will not be adverse effects on the Company if third parties, such as utility companies or merchandise suppliers, do not convert their systems in a timely manner and in a way that is compatible with the Company's systems. However, management believes that ongoing communications with and assessment of these third parties will minimize these risks. The Company recognizes the risks of business disruption resulting from the noncompliance of service and merchandise suppliers. Possible consequences include, but are not limited to, loss of basic utilities within certain locations, inability to process transactions, send or transmit purchase orders, or engage in similar normal business activities. Additionally, due to the lack of a uniform definition of Year 2000 compliance, the Company recognizes the potential of an increase in sales returns of merchandise that contain embedded chips, or hardware or software components. Due to the Company's product mix, and the anticipated cooperation from the Company's suppliers, if returns of merchandise increase, such returns are not expected to be material to the Company's financial condition. CONTINGENCY PLANS To-date the Company has determined areas where contingency planning is appropriate, and contingency plans and policies have been filed with the project management office. External dependency contingency planning continues to be based on ongoing communications with the Company's suppliers and service providers. Based upon public information available from the utility companies, the Company considers it unlikely that it will suffer any extended outage period on the basic utilities. Therefore, the Company has not prepared a contingency plan to cover extended outages of basic utilities, because the costs would far outweigh the expected benefits given the perceived low risk. SUMMARY The Company believes its IT systems will be ready for the Year 2000. Should incidences of non-compliance occur the Company will dedicate both internal and external resources to resolve any problems. Although the Company is taking the steps it deems reasonable to mitigate external Year 2000 issues, many elements of these risks, and the ability to definitively mitigate them, are outside the control of the Company. Given the importance of certain key service providers, the inability of these business partners to provide their services to the Company on a timely basis could have a material adverse effect on the Company's operations and financial results. Ongoing communications with the Company's service providers should help mitigate these risks. No single merchandise vendor accounts for a significant total of the Company's purchases. The cost of the conversions and the completion dates are based on management's best estimates and may be updated as additional information becomes available. BUSINESS OPERATIONS AND SEGMENT INFORMATION The Company's business activities include operation of ALCO discount stores in towns with populations which are typically less than 5,000 not served by other regional or national full-line discount chains and Duckwall variety stores that offer a more limited selection of merchandise which are primarily located in communities of less than 2,500 residents. For financial reporting purposes, the Company has established two operating segments: "ALCO Discount Stores", and "All Other", which includes the Duckwall variety stores and other business activities, such as general office, warehouse and distribution activities. For The Thirteen Week For The Thirty-Nine Week Periods Ended Periods Ended October 31, November 1, October 31, November 1, 1999 1998 1999 1998 Segment Information Net Sales: ALCO Discount Stores $79,785 $77,905 $244,460 $233,574 All Other External 7,839 7,403 24,336 23,146 Intercompany 57,119 55,696 153,330 152,953 $144,743 $141,004 $422,126 $409,673 Depreciation and Amortization ALCO Discount Stores $1,010 $849 $2,982 $2,461 All Other 587 719 1,775 2,045 $1,597 $1,568 $4,757 $4,506 Income (expense) from Operations: ALCO Discount Stores $6,020 $5,892 $21,082 $19,738 All Other (3,485) (3,241) (12,247) (10,863) $2,535 $2,651 $8,835 $8,875 Capital Expenditures: ALCO Discount Stores $2,107 $1,382 $3,920 $4,555 All Other 228 702 1,167 2,929 $2,335 $2,084 $5,087 $7,484 Identifiable Assets: ALCO Discount Stores $142,518 $147,803 $142,518 $147,803 All Other 46,286 40,667 46,286 40,667 $188,804 $188,470 $188,804 $188,470 Income from operations as reflected in the above segment information has been determined differently than income from operations in the accompanying consolidated statements of operations as follows: Intercompany Sales Intercompany sales represent transfers of merchandise from the warehouse to ALCO discount stores and Duckwall variety stores. Intercompany Expense Allocations General and administrative expenses incurred at the general office have not been allocated to the ALCO Discount Stores for purposes of determining income from operations for the segment information. Warehousing and distribution costs including freight applicable to merchandise purchases, have been allocated to the ALCO Discount Stores segment based on the Company's customary method of allocation for such costs (primarily as a stipulated percentage of merchandise purchases). Inventories Inventories are based on the FIFO method for segment information purposes and on the LIFO method for the consolidated statements of operations. Property Costs In fiscal 1999, for ALCO stores for which the Company owns the store building, rent expense was charged to, and the applicable depreciation expense was excluded from income from operations for purposes of determining the segment information for the ALCO Discount Stores. In fiscal 2000, for most such ALCO stores, no rent expense was charged to, and applicable depreciation expense was included in income from operations. This change in accounting method resulted in a $121 increase in income from operations for the ALCO Discount Store segment in fiscal 2000. There was no effect on income from operations as reflected in the accompanying consolidated statements of operations. Leases All leases are accounted for as operating leases for purposes of determining income from operations for purposes of determining the segment information for the ALCO Discount Stores whereas capital leases are accounted for as such in the consolidated statements of operations. Identifiable assets as reflected in the above segment information include cash and cash equivalents, receivables, inventory, property and equipment, and property under capital leases. A reconciliation of the segment information to the amounts reported in the consolidated financial statements is presented below: For The Thirteen Week For The Thirty-Nine Week Periods Ended Periods Ended October 31, November 1, October 31, November 1, 1999 1998 1999 1998 Net sales per above segment information $144,743 $141,004 $422,126 $409,673 Intercompany elimination (57,119) (55,696) (153,330) (152,953) Net sales per consolidated statements $87,624 $85,308 $268,796 $256,720 of operations Income from operations per above segment information $2,535 $2,651 $8,835 $8,875 Inventory method 0 0 (373) 0 Property costs 29 241 88 683 Leases (14) (24) (44) (74) Income from operations per consolidated $2,550 $2,868 $8,506 $9,484 statements of operations OTHER INFORMATION PART II Item 1. Legal Proceedings No legal proceedings except those covered by insurance occurred during the thirteen week period ended October 31, 1999. Item 2. Changes in Securities Not applicable Item 3. Defaults Upon Senior Securities Not Applicable Item 4. Submission of Matters to a Vote of Security Holders Not Applicable Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) None (b) Reports on Form 8-K No reports filed Duckwall-ALCO Stores, Inc. And Subsidiary 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. DUCKWALL-ALCO STORES, INC. (Registrant) Date, December 10, 1999 /s/Richard A. Mansfield Richard A. Mansfield Vice President - Finance Chief Financial Officer Signing on behalf of the registrant and as principal financial officer