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 August 3, 2001
Commission file number 1-11421
Dollar General Corporation
(Exact name of registrant as specified in its charter)
Tennessee 610502302
- --------------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 Mission Ridge
Goodlettsville, Tennessee 37072 (615) 855-4000
- --------------------------------------- ------------------------------
(Address of principal executive (Registrant's telephone number,
offices, zip code) including area code)
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 [ ] No [X]. Note: The Company did not
timely file its Annual Report on Form 10-K for fiscal 2000 and its quarterly
reports on Form 10-Q for the first three quarters of fiscal 2001 as a result of
the restatement of the Company's financial statements described herein and
therein. Such quarterly report for the second quarter of fiscal 2001 is filed
herewith, and such other quarterly reports on Form 10-Q and Annual Report on
Form 10-K are being filed on the date hereof.
The number of shares of common stock outstanding as of December 14, 2001 was
332,577,284.
Dollar General Corporation
Form 10-Q
For the Quarter Ended August 3, 2001
Index
Page No.
Part I. Financial Information 3
Item 1. Financial Statements (unaudited): 3
Condensed Consolidated Balance Sheets as of August 3, 2001
and February 2, 2001 3
Condensed Consolidated Statements of Income for the 13 and
26 weeks ended August 3, 2001 and July 28, 2000 (restated) 4
Condensed Consolidated Statements of Cash Flows for the 26
weeks ended August 3, 2001 and July 28, 2000 (restated) 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
Part II. Other Information 17
Item 1. Legal Proceedings 17
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 21
2
Part I - Financial Information
Item 1. Financial Statements
Dollar General Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
August 3, 2001 February 2,
(Unaudited) 2001
----------- -----------
Assets
Current assets:
Cash and cash equivalents........................................... $ 81,630 $ 162,310
Merchandise inventories............................................. 980,856 896,235
Deferred income taxes............................................... 24,962 21,514
Other current assets................................................ 53,231 44,868
----------- -----------
Total current assets........................................... 1,140,679 1,124,927
----------- -----------
Property and equipment, at cost..................................... 1,429,373 1,339,554
Less: accumulated depreciation and amortization.................... 426,149 366,460
----------- -----------
1,003,224 973,094
----------- -----------
Merchandise inventories............................................. 116,000 116,000
Other assets........................................................ 70,421 68,441
----------- -----------
Total assets................................................... $ 2,330,324 $ 2,282,462
=========== ============
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term obligations............................ $ 7,942 $ 9,035
Accounts payable.................................................... 294,784 297,262
Accrued expenses and other.......................................... 214,133 214,192
Income taxes........................................................ -- 17,446
----------- -----------
Total current liabilities..................................... 516,859 537,935
----------- -----------
Long-term obligations.................................................. 735,435 720,764
Litigation settlement payable.......................................... 162,000 162,000
Shareholders' equity:
Preferred stock..................................................... -- --
Common stock........................................................ 166,232 165,646
Additional paid-in capital.......................................... 299,149 283,925
Accumulated other comprehensive loss................................ (3,044) --
Retained earnings................................................... 456,383 414,318
----------- -----------
918,720 863,889
Less: common stock purchased by employee deferred
compensation trust............................................... 2,690 2,126
----------- -----------
Total shareholders' equity..................................... 916,030 861,763
----------- -----------
Total liabilities and shareholders' equity..................... $ 2,330,324 $ 2,282,462
=========== ===========
See notes to condensed consolidated financial statements.
3
Dollar General Corporation and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
(Dollars in thousands except share and per share amounts)
Thirteen Weeks Ended
-------------------------------------------------------
% of Net % of Net
August 3, 2001 Sales July 28, 2000 Sales
(Restated)
---------------- -------- ------------- -------
Net sales................................. $ 1,225,254 100.0% $ 1,017,418 100.0%
Cost of goods sold........................ 893,971 73.0 733,368 72.1
--------------- ------ ----------- ------
Gross profit........................... 331,283 27.0 284,050 27.9
Selling, general and administrative....... 276,069 22.5 226,988 22.3
--------------- ------ ----------- ------
Operating profit....................... 55,214 4.5 57,062 5.6
Interest expense.......................... 11,957 1.0 12,732 1.3
--------------- ------ ----------- ------
Income before income taxes............. 43,257 3.5 44,330 4.3
Income taxes.............................. 16,157 1.3 16,544 1.6
--------------- ------ ----------- ------
Net income............................. $ 27,100 2.2% $ 27,786 2.7%
=============== ======= ============ ======
Earnings per share:
Basic.................................. $ 0.08 $ 0.08
=============== ===============
Diluted................................ $ 0.08 $ 0.08
=============== ===============
Weighted average shares:
Basic.................................. 332,330 328,578
=============== ===============
Diluted................................ 335,402 333,038
=============== ===============
Dividends per share....................... $ .032 $ .032
=============== ===============
Twenty-Six Weeks Ended
-------------------------------------------------------
% of Net % of Net
August 3, 2001 Sales July 28, 2000 Sales
(Restated)
---------------- -------- ------------- -------
Net sales................................. $ 2,427,758 100.0% $ 2,014,497 100.0%
Cost of goods sold........................ 1,775,050 73.1 1,461,040 72.5
--------------- ------ ----------- ------
Gross profit........................... 652,708 26.9 553,457 27.5
Selling, general and administrative....... 528,059 21.8 440,329 21.9
--------------- ------ ----------- ------
Operating profit....................... 124,649 5.1 113,128 5.6
Interest expense.......................... 23,557 0.9 21,995 1.1
--------------- ------ ----------- ------
Income before income taxes............. 101,092 4.2 91,133 4.5
Income taxes.............................. 37,759 1.6 34,012 1.7
--------------- ------ ----------- ------
Net income............................. $ 63,333 2.6% $ 57,121 2.8%
=============== ====== =========== ======
Earnings per share:
Basic.................................. $ 0.19 $ 0.17
=============== ===============
Diluted................................ $ 0.19 $ 0.17
=============== ===============
Weighted average shares:
Basic.................................. 331,959 329,027
=============== ===============
Diluted................................ 335,293 333,666
=============== ===============
Dividends per share....................... $ .065 $ .058
=============== ===============
See notes to condensed consolidated financial statements.
4
Dollar General Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
26 Weeks Ended
--------------------------------
August 3, 2001 July 28, 2000
(Restated)
-------------- -------------
Cash flows from operating activities:
Net income $ 63,333 $ 57,121
Adjustments to reconcile net income to net
cash provided by / (used in) operating activities:
Depreciation and amortization 60,980 55,601
Deferred income taxes (2,627) (9,849)
Tax benefit from stock option exercises 4,656 7,642
Change in operating assets and liabilities:
Merchandise inventories (84,621) (68,845)
Other current assets (607) 5,333
Accounts payable (2,478) (60,067)
Accrued expenses and other (1,740) 3,771
Income taxes (17,446) (19,364)
Other (9,631) 946
--------- ---------
Net cash provided by / (used in) operating activities 9,819 (27,711)
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment (73,942) (153,195)
Proceeds from sale of property and equipment 144 97,492
--------- ---------
Net cash used in investing activities (73,798) (55,703)
--------- ---------
Cash flows from financing activities:
Issuance of short-term borrowings -- 181,992
Repayments of short-term borrowings -- (160,000)
Issuance of long-term obligations -- 199,573
Repayments of long-term obligations (6,023) (104,303)
Payments of cash dividend (21,268) (18,984)
Proceeds from exercise of stock options 10,623 17,024
Repurchase of common stock, net -- (65,549)
Purchase of common stock for employee deferred compensation trust (33) --
--------- ---------
Net cash (used in) / provided by financing activities (16,701) 49,753
--------- ---------
Net increase (decrease) in cash and cash equivalents (80,680) (33,661)
Cash and cash equivalents at beginning of period 162,310 54,742
--------- ---------
Cash and cash equivalents at end of period $ 81,630 $ 21,081
========= =========
Supplemental schedule of noncash investing and financing activities:
Purchase of property and equipment under capital lease obligations $ 17,393 $ 82,104
========= =========
See notes to condensed consolidated financial statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of presentation and accounting policies
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles or those normally made in the
Company's Annual Report on Form 10-K. Accordingly, the reader of this quarterly
report on Form 10-Q should refer to the Company's Annual Report on Form 10-K for
the year ended February 2, 2001 for additional information.
The accompanying condensed consolidated financial statements have been
prepared in accordance with the Company's customary accounting practices and
have not been audited. In management's opinion, all adjustments (which are of a
normal recurring nature) necessary for a fair presentation of the consolidated
results of operations for the 13-week and 26-week periods ended August 3, 2001
and July 28, 2000 have been made.
Interim cost of goods sold is determined using ongoing estimates of
inventory shrinkage, inflation, and markdowns. Because the Company's business is
moderately seasonal, the results for interim periods are not necessarily
indicative of the results to be expected for the entire year.
Accounting pronouncements
Effective February 3, 2001, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended by SFAS Nos. 137 and 138. These statements
require the Company to recognize all derivative instruments on the balance sheet
at fair value. These statements also establish new accounting rules for hedging
instruments, which depend on the nature of the hedge relationship. A fair value
hedge requires that the effective portion of the change in the fair value of a
derivative instrument be offset against the change in the fair value of the
underlying asset, liability, or firm commitment being hedged through earnings. A
cash flow hedge requires that the effective portion of the change in the fair
value of a derivative instrument be recognized in Other Comprehensive Income
("OCI"), a component of Shareholders' Equity, and reclassified into earnings in
the same period or periods during which the hedged transaction affects
6
earnings. Any ineffective portion of a derivative instrument's change in fair
value is immediately recognized in earnings. The 2001 unaudited condensed
consolidated financial statements include the provisions required by SFAS No.
133, while the 2000 unaudited condensed consolidated financial statements were
prepared in accordance with the applicable professional literature for
derivatives and hedging instruments in effect at that time.
Upon adoption of SFAS No. 133 on February 3, 2001, the Company recorded a
cumulative after-tax decrease to OCI of approximately $2.0 million. This
transition adjustment was recorded to recognize the Company's only outstanding
derivative instrument, which is designated and effective as a cash flow hedge,
at fair value (approximately $0.2 million) and to reclassify from asset accounts
deferred losses realized on the settlement of interest rate derivatives which
were designated and effective as hedges during fiscal year 2000 (approximately
$1.8 million).
2. Restatement of financial statements
On April 30, 2001, the Company announced that it had become aware of
certain accounting issues that would cause it to restate its audited financial
statements for fiscal years 1999 and 1998, and to revise the unaudited financial
information for the fiscal year 2000 that had been previously released by the
Company. As disclosed in further detail in the Company's Form 10-K for fiscal
year 2000, the Company has restated its audited financial statements for fiscal
years 1999 and 1998, as well as the unaudited financial information for the
fiscal year 2000 that had been previously released by the Company.
As a result, the comparative information contained in this quarterly report
on Form 10-Q with respect to the 13 and 26 weeks ended July 28, 2000 has been
restated. Restated net income, diluted earnings per share and retained earnings
for the quarter ended July 28, 2000 are $27.8 million, $0.08 and $422.0
million, respectively, as compared to the previously reported amounts of $39.3
million, $0.12 and $536.5 million. Restated net income, diluted earnings per
share and retained earnings for the 26 weeks ended July 28, 2000 are $57.1
million, $0.17 and $422.0 million, respectively, as compared to the previously
reported amounts of $83.7 million, $0.25 and $536.5 million.
3. Comprehensive income
Comprehensive income consists of the following (in thousands):
13 weeks ended 26 weeks ended
------------------------------- -------------------------------
August 3, 2001 July 28, 2000 August 3, 2001 July 28, 2000
-------------- ------------- -------------- -------------
Net income $ 27,100 $ 27,786 $ 63,333 $ 57,121
Accumulated net losses on
derivative financial instruments (205) -- (3,044) --
-------- -------- -------- ---------
$ 26,895 $ 27,786 $ 60,289 $ 57,121
======== ======== ======== =========
7
4. Inventory
In the fourth quarter of 2000, the Company determined that it had certain
excess inventory that would require a markdown to assist with its disposition.
While the Company believes that this markdown will be adequate to ensure the
sale of the excess inventory during fiscal years 2001 and 2002, there can be no
assurance that the Company will be able to sell all of this inventory by the end
of 2002 without a further markdown. The Company reclassified $116.0 million of
inventory out of current assets at February 2, 2001 that it does not expect to
sell before February 1, 2002. Because the Company believes that such inventory
may not be sold prior to August 2, 2002, this amount has continued to be
excluded from current assets at August 3, 2001.
5. Segment reporting
The Company manages its business on the basis of one reportable segment. As
of August 3, 2001 and July 28, 2000, all of the Company's operations were
located within the United States. The following data is presented in accordance
with Statement of Financial Accounting Standards No. 131 "Disclosures about
Segments of an Enterprise and Related Information." The following amounts are in
thousands:
13 Weeks Ended 26 Weeks Ended
--------------------------------- -------------- -------------
August 3, 2001 July 28, 2000 August 3, 2001 July 28, 2000
-------------- ------------- -------------- -------------
Sales by Category:
Highly Consumable....................... $ 737,778 $ 583,003 $ 1,459,070 $ 1,128,636
Hardware and Seasonal................... 185,082 143,120 353,885 280,815
Basic Clothing.......................... 131,200 120,320 261,832 241,230
Home Products........................... 171,194 170,975 352,971 363,816
----------- ----------- ----------- -----------
$ 1,225,254 $ 1,017,418 $ 2,427,758 $ 2,014,497
=========== =========== =========== ===========
6. Guarantor subsidiaries
All of the Company's subsidiaries (the "Guarantors") have fully and
unconditionally guaranteed on a joint and several basis the Company's
obligations under the Notes. Each of the Guarantors is a wholly-owned subsidiary
of the Company. The Guarantors comprise all of the direct and indirect
subsidiaries of the Company.
Condensed combined financial information for the Guarantors is set forth
below. Dollar amounts are in thousands.
8
August 3, 2001
-----------------------------------------------------------------------------
DOLLAR GENERAL GUARANTOR
CORPORATION SUBSIDIARIES ELIMINATIONS CONSOLIDATED TOTAL
-------------- ------------ ------------ ------------------
BALANCE SHEET DATA:
ASSETS
Current assets
Cash and cash equivalents $ 38,875 $ 42,755 $ -- $ 81,630
Merchandise inventories - 980,856 -- 980,856
Deferred income taxes 6,473 18,489 -- 24,962
Other current assets 22,019 626,562 (595,350) 53,231
----------- ----------- ------------ -----------
Total current assets 67,367 1,668,662 (595,350) 1,140,679
----------- ----------- ------------ -----------
Property and equipment, at cost 154,784 1,274,589 -- 1,429,373
Less: accumulated depreciation
and amortization 44,551 381,598 -- 426,149
----------- ----------- ------------ -----------
Net property and equipment 110,233 892,991 -- 1,003,224
----------- ----------- ------------ -----------
Merchandise inventories - 116,000 -- 116,000
Deferred income taxes - - -- --
Other assets 1,897,732 4,689 (1,832,000) 70,421
----------- ----------- ------------ -----------
Total assets $ 2,075,332 $ 2,682,342 $ (2,427,350) $ 2,330,324
=========== =========== ============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term
obligations $ 539 $ 7,403 $ -- $ 7,942
Accounts payable 660,300 223,489 (589,005) 294,784
Accrued expenses and other 61,887 152,246 -- 214,133
Income taxes 6,345 - (6,345) --
----------- ----------- ------------ -----------
Total current liabilities 729,071 383,138 (595,350) 516,859
----------- ----------- ------------ -----------
Long-term obligations 268,231 1,062,871 (595,667) 735,435
----------- ----------- ------------ -----------
Litigation settlement payable 162,000 -- -- 162,000
----------- ----------- ------------ -----------
Shareholders' equity:
Preferred Stock -- -- -- --
Common Stock 166,232 23,853 (23,853) 166,232
Additional paid-in capital 299,149 927,629 (927,629) 299,149
Accumulated other comprehensive
loss (3,044) -- -- (3,044)
Retained earnings 456,383 284,851 (284,851) 456,383
----------- ----------- ------------ -----------
918,720 1,236,333 (1,236,333) 918,720
Less: common stock purchased by
employee deferred compensation
trust 2,690 -- -- 2,690
----------- ----------- ------------ -----------
Total shareholders' equity 916,030 1,236,333 (1,236,333) 916,030
----------- ----------- ------------ -----------
Total liabilities and shareholders'
equity $ 2,075,332 $ 2,682,342 $ (2,427,350) $ 2,330,324
=========== =========== ============ ===========
February 2, 2001
---------------------------------------------------------------------------
DOLLAR GENERAL GUARANTOR CONSOLIDATED
CORPORATION SUBSIDIARIES ELIMINATIONS TOTAL
---------------------------------------------------------------------------
BALANCE SHEET DATA:
ASSETS
Current assets:
Cash and cash equivalents $ 120,643 $ 41,667 $ -- $ 162,310
Merchandise inventories -- 896,235 -- 896,235
Deferred income taxes 6,380 15,134 -- 21,514
Other current assets 15,372 606,000 (576,504) 44,868
---------------------------------------------------------------------------
Total current assets 142,395 1,559,036 (576,504) 1,124,927
---------------------------------------------------------------------------
Property and equipment, at cost 145,294 1,194,260 -- 1,339,554
Less accumulated
depreciation and amortization 37,876 328,584 -- 366,460
---------------------------------------------------------------------------
Net property and equipment 107,418 865,676 -- 973,094
---------------------------------------------------------------------------
Merchandise inventories -- 116,000 -- 116,000
Deferred income taxes 57,946 -- (5,238) 52,708
Other assets, net 1,707,740 578 (1,692,585) 15,733
---------------------------------------------------------------------------
Total assets $ 2,015,499 $ 2,541,290 $(2,274,327) $ 2,282,462
===========================================================================
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term
obligations $ 856 $ 8,179 $ -- $ 9,035
Accounts payable 663,373 210,393 (576,504) 297,262
Accrued expenses and other 54,289 159,903 -- 214,192
Income taxes 6,875 10,571 -- 17,446
---------------------------------------------------------------------------
Total current liabilities 725,393 389,046 (576,504) 537,935
---------------------------------------------------------------------------
Long-term obligations 266,343 972,401 (517,980) 720,764
---------------------------------------------------------------------------
Litigation settlement payable 162,000 -- -- 162,000
---------------------------------------------------------------------------
Deferred income taxes -- 5,238 (5,238) --
---------------------------------------------------------------------------
Shareholders' equity:
Preferred stock -- -- -- --
Common stock 165,646 23,853 (23,853) 165,646
Additional paid-in capital 283,925 929,677 (929,677) 283,925
Retained earnings 414,318 221,075 (221,075) 414,318
---------------------------------------------------------------------------
863,889 1,174,605 (1,174,605) 863,889
Less common stock
purchased by employee
deferred compensation trust 2,126 -- -- 2,126
---------------------------------------------------------------------------
Total shareholders' equity 861,763 1,174,605 (1,174,605) 861,763
---------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 2,015,499 $ 2,541,290 $(2,274,327) $ 2,282,462
===========================================================================
9
Quarter to Date
------------------------------------------------------------------
August 3, 2001
------------------------------------------------------------------
DOLLAR GENERAL GUARANTOR CONSOLIDATED
CORPORATION SUBSIDIARIES ELIMINATIONS TOTAL
STATEMENTS OF INCOME DATA:
Net sales $ 41,844 $ 1,225,254 $ (41,844) $ 1,225,254
Cost of goods sold -- 893,971 -- 893,971
-------- ----------- --------- -----------
Gross profit 41,844 331,283 (41,844) 331,283
Selling, general and administrative 38,396 279,517 (41,844) 276,069
-------- ----------- --------- -----------
Operating profit 3,448 51,766 -- 55,214
Interest expense 5,297 6,660 -- 11,957
-------- ----------- --------- -----------
Income before taxes on income (1,849) 45,106 -- 43,257
Provisions for taxes on income (690) 16,847 -- 16,157
Equity in subsidiaries' earnings, net 28,259 -- (28,259) --
-------- ----------- --------- -----------
Net income $ 27,100 $ 28,259 $ (28,259) $ 27,100
======== =========== ========= ===========
Year to Date
------------------------------------------------------------------
August 3, 2001
------------------------------------------------------------------
DOLLAR GENERAL GUARANTOR CONSOLIDATED
CORPORATION SUBSIDIARIES ELIMINATIONS TOTAL
STATEMENTS OF INCOME DATA:
Net sales $ 77,687 $ 2,427,758 $ (77,687) $ 2,427,758
Cost of goods sold -- 1,775,050 -- 1,775,050
-------- ----------- --------- -----------
Gross profit 77,687 652,708 (77,687) 652,708
Selling, general and administrative 68,476 537,271 (77,687) 528,060
-------- ----------- --------- -----------
Operating profit 9,211 115,437 -- 124,648
Interest expense 9,920 13,636 -- 23,556
-------- ----------- --------- -----------
Income before taxes on income (709) 101,801 -- 101,092
Provisions for taxes on income (264) 38,023 -- 37,759
Equity in subsidiaries' earnings, net 63,778 -- (63,778) --
-------- ----------- --------- -----------
Net income $ 63,333 $ 63,778 $ (63,778) $ 63,333
======== =========== ========= ===========
Quarter to Date
------------------------------------------------------------------
July 28, 2000
------------------------------------------------------------------
DOLLAR GENERAL GUARANTOR CONSOLIDATED
CORPORATION SUBSIDIARIES ELIMINATIONS TOTAL
STATEMENTS OF INCOME DATA:
Net sales $ 32,951 $ 1,017,418 $ (32,951) $ 1,017,418
Cost of goods sold -- 733,368 -- 733,368
-------- ----------- --------- -----------
Gross profit 32,951 284,050 (32,951) 284,050
Selling, general and administrative 25,372 234,567 (32,951) 226,988
-------- ----------- --------- -----------
Operating profit 7,579 49,483 -- 57,062
Interest expense 6,358 6,374 -- 12,732
-------- ----------- --------- -----------
Income before taxes on income 1,221 43,109 -- 44,330
Provisions for taxes on income 456 16,088 -- 16,544
Equity in subsidiaries' earnings, net 27,021 -- (27,021) --
-------- ----------- --------- -----------
Net income $ 27,786 $ 27,021 $ (27,021) $ 27,786
======== =========== ========= ===========
Year to Date
------------------------------------------------------------------
July 28, 2000
------------------------------------------------------------------
DOLLAR GENERAL GUARANTOR CONSOLIDATED
CORPORATION SUBSIDIARIES ELIMINATIONS TOTAL
STATEMENTS OF INCOME DATA:
Net sales $ 74,772 $ 2,014,497 $ (74,772) $ 2,014,497
Cost of goods sold -- 1,461,040 -- 1,461,040
-------- ----------- --------- -----------
Gross profit 74,772 553,457 (74,772) 553,457
Selling, general and administrative 53,388 461,713 (74,772) 440,329
-------- ----------- --------- -----------
Operating profit 21,384 91,744 -- 113,128
Interest expense 9,200 12,795 -- 21,995
-------- ----------- --------- -----------
Income before taxes on income 12,184 78,949 -- 91,133
Provisions for taxes on income 4,547 29,465 -- 34,012
Equity in subsidiaries' earnings, net 49,484 -- (49,484) --
-------- ----------- --------- -----------
Net income $ 57,121 $ 49,484 $ (49,484) $ 57,121
======== =========== ========= ===========
10
For the 26 weeks ended
-------------------------------------------------------------------------
August 3, 2001
-------------------------------------------------------------------------
DOLLAR GENERAL GUARANTOR
CORPORATION SUBSIDIARIES ELIMINATIONS CONSOLIDATED TOTAL
-------------- ------------ ------------ ------------------
STATEMENTS OF CASH FLOWS DATA:
Cash flows from operating activities:
Net income $ 63,333 $ 63,777 $ (63,777) $ 63,333
Adjustments to reconcile net income to
net cash provided by / (used in)
operating activities:
Depreciation and amortization 7,040 53,940 -- 60,980
Deferred income taxes (93) (2,534) -- (2,627)
Tax benefits from stock options
exercises 4,657 (1) -- 4,656
Change in operating assets and
liabilities:
Merchandise inventories -- (84,621) -- (84,621)
Other current assets (6,777) 18,671 (12,501) (607)
Accounts payable (3,073) (11,906) 12,501 (2,478)
Accrued expenses and other 7,598 (9,338) -- (1,740)
Income taxes 467 (17,913) -- (17,446)
Other (58,110) (15,298) 63,777 (9,631)
-------- -------- --------- --------
Net cash provided by / (used in)
operating activities 15,042 (5,223) -- 9,819
-------- -------- --------- --------
Cash flows from investing activities:
Purchases of property and equipment (9,893) (64,049) -- (73,942)
Proceeds from sale of property and
equipment 15 129 -- 144
Issuance of long-term notes receivable (77,687) -- 77,687 --
Other 2,049 -- (2,049) --
-------- -------- --------- --------
Net cash used in investing
activities (85,516) (63,920) 75,638 (73,798)
-------- -------- --------- --------
Cash flows from financing activities:
Issuance of long-term obligations -- 77,687 (77,687) --
Repayments of long-term obligations (616) (5,407) -- (6,023)
Payment of cash dividends (21,268) -- -- (21,268)
Proceeds from exercise of stock options 10,623 -- -- 10,623
Other (33) (2,049) 2,049 (33)
-------- -------- --------- --------
Net cash provided by / (used in)
financing activities (11,294) 70,231 (75,638) (16,701)
-------- -------- --------- --------
Net increase / (decrease) in cash and cash
equivalents (81,768) 1,088 -- (80,680)
Cash and cash equivalents, beginning of year 120,643 41,667 162,310
-------- -------- --------- --------
Cash and cash equivalents, end of period $ 38,875 $ 42,755 $ -- $ 81,630
======== ======== ========= ========
11
For the 26 weeks ended
------------------------------------------------------------------------
July 28, 2000
------------------------------------------------------------------------
DOLLAR GENERAL GUARANTOR CONSOLIDATED
CORPORATION SUBSIDIARIES ELIMINATIONS TOTAL
-------------- ------------ ------------ ------------
STATEMENTS OF CASH FLOWS DATA:
Cash flows from operating activities:
Net income $ 57,121 $ 49,484 $ (49,484) $ 57,121
Adjustments to reconcile net income to
net cash provided by / (used in)
operating activities:
Depreciation and amortization 6,577 49,024 -- 55,601
Deferred income taxes (94) (9,755) -- (9,849)
Tax benefits from stock options
exercises 7,642 -- -- 7,642
Change in operating assets and
liabilities:
Merchandise inventories -- (68,845) -- (68,845)
Other current assets 11,475 98,223 (104,365) 5,333
Accounts payable (151,927) (11,146) 103,006 (60,067)
Accrued expenses and other 4,764 (993) -- 3,771
Income taxes 256 (19,620) -- (19,364)
Other (53,202) 4,664 49,484 946
-------- ----------- --------- ---------
Net cash provided by / (used in)
operating activities (117,388) 91,036 (1,359) (27,711)
-------- ----------- --------- ---------
Cash flows from investing activities:
Purchases of property and equipment (12,456) (142,098) 1,359 (153,195)
Proceeds from sale of property and
equipment 75 97,417 -- 97,492
Issuance of long-term notes receivable (74,772) -- 74,772 --
Contribution of capital (482) -- 482 --
-------- ----------- --------- ---------
Net cash used in investing
activities (87,635) (44,681) 76,613 (55,703)
-------- ----------- --------- ---------
Cash flows from financing activities:
Issuance of short-term borrowings 181,992 -- -- 181,992
Repayments of short-term borrowings (160,000) -- -- (160,000)
Issuance of long-term obligations 199,573 74,772 (74,772) 199,573
Repayments of long-term obligations (612) (103,691) -- (104,303)
Payment of cash dividends (18,984) 0 -- (18,984)
Proceeds from exercise of stock options 17,024 0 -- 17,024
Repurchase of common stock, net (65,549) 0 -- (65,549)
Issuance of common stock, net - 482 (482) --
-------- ----------- --------- ---------
Net cash provided by / (used in)
financing activities 153,444 (28,437) (75,254) 49,753
-------- ----------- --------- ---------
Net increase / (decrease) in cash and cash
equivalents (51,579) 17,918 -- (33,661)
Cash and cash equivalents, beginning of year 42,688 12,054 -- 54,742
-------- ----------- --------- ---------
Cash and cash equivalents, end of period $ (8,891) $ 29,972 $ -- $ 21,081
======== =========== ========= =========
7. Commitments and Contingencies
As disclosed in further detail in the Company's Form 10-K for fiscal year
2000, more than 20 purported class action lawsuits have been filed against the
Company and certain current and former officers and directors of the Company,
asserting claims under the federal securities laws relating to the restatement
of the Company's financial statements. The Company has reached a settlement
agreement with the purported class action plaintiffs, which is subject to
confirmatory discovery, to approval of the Company's Board and to court
approval, and the Company has recognized an expense of $162 million in the
fourth quarter of 2000 in connection with such settlement. The Company expects
to receive from its insurers approximately $4.5 million in respect of the class
action settlement, which amount has not been accrued in the Company's financial
statements.
12
In addition, six purported shareholder derivative lawsuits have been filed
in Tennessee state court against certain current and former Company directors
and officers and Deloitte & Touche LLP, the Company's former independent
accountant, and two purported shareholder derivative lawsuits have been filed in
the United States District Court for the Middle District of Tennessee, which
lawsuits seek damages and other relief. The Company and the individual
defendants have reached a settlement agreement with counsel to the lead
plaintiffs in the lead Tennessee state shareholder derivative action, and the
Company anticipates that pursuant to such agreement the other shareholder
derivative actions, which have been stayed, will be dismissed with prejudice.
Such agreement is subject to confirmatory discovery, to the final approval of
the Company's Board of Directors, and to court approval. If the settlement
agreement is approved, the Company expects that it will result in a net payment
to the Company, after attorneys' fees payable to the plaintiffs' counsel, of
approximately $24.8 million, which has not been accrued in the Company's
financial statements.
These cases are at an early stage and the amount of potential loss, if any,
should the settlement agreements not become effective cannot be reasonably
estimated. An unfavorable outcome for the Company in these actions could have a
material adverse impact on the Company's financial position and results of
operations.
The Company has been notified that the Securities and Exchange Commission
("SEC") is conducting an investigation into the circumstances that gave rise to
the Company's April 30, 2001 announcement. The Company is cooperating with this
investigation by providing documents and other information to the SEC.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following text contains references to years 2002, 2001, 2000 and 1999,
which represent fiscal years ending or ended January 31, 2003, February 1, 2002,
February 2, 2001 and January 28, 2000, respectively. This discussion and
analysis should be read in conjunction with, and is qualified in its entirety
by, the consolidated financial statements and the notes thereto.
Results of Operations
The nature of the Company's business is modestly seasonal. Historically,
sales in the fourth quarter have been higher than sales 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,
comparing any period with a period other than the same period of the previous
year may reflect the seasonal nature of the Company's business. The Company
defines same stores as those opened before the beginning of the previous fiscal
year which have remained open throughout the current period.
13
26 Weeks Ended August 3, 2001 and July 28, 2000
Net Sales. Net sales for the 26 weeks ended August 3, 2001 were $2.43
billion as compared against $2.01 billion during the comparable period in the
prior year, an increase of 20.5%. The increase resulted primarily from 606 net
new stores and a same store sales increase of 7.3%. The same store sales
increase is calculated based on the comparable calendar weeks in the prior year.
The Company attributes the increase in same store sales to a number of factors,
including a stronger in-stock position versus the prior year, the continued
acceptance by the consumer of the Company's consumable basics strategy, and
increased seasonal sales due to a stronger presentation of seasonal products as
a result of the store reset program undertaken in 2000. Net sales increases by
division were as follows: highly consumables 29.3%, hardware and seasonal 26.0%,
basic clothing 8.5%, and basic home products (3.0%).
Gross Profit. Gross profit during the current year period was $652.7
million, or 26.9% of sales, versus $553.5 million, or 27.5% of sales, during the
comparable period in the prior year, an increase of 17.9%. The reduction in the
margin rate as a percentage of sales was due principally to a 14 basis point
increase in the shrink provision, an increase in store initiated markdowns, and
the continued shift in the Company's sales to lower margin consumable basic
items.
Selling, General and Administrative Expenses ("SG&A"). SG&A expenses during
the current year period were $528.1 million, or 21.8% of sales, versus $440.3
million, or 21.9% of sales, during the comparable period in the prior year, an
increase of 19.9%. The increase is attributable to a 12.8% increase in store
count as compared to the prior year and to increases in store labor and
utilities that were greater than the percentage increase in store count.
The Company recorded $9.0 million in expenses, primarily professional fees,
in the current year period related to the restatement of certain previously
released financial data. Excluding those expenses, SG&A would have been $519.1
million, or 21.4% of sales, an increase of 17.9% over the prior year.
Interest Expense. Interest expense was $23.6 million, or 0.9% of sales, in
the current year period as compared to $22.0 million, or 1.1% of sales, in the
prior year period.
Provision for Taxes on Income. The Company's effective tax rate was 37.4%
in the current year period and 37.3% in the prior year period.
Net Income. Net income during the period was $63.3 million, or 2.6% of
sales, versus $57.1 million, or 2.8% of sales, during the same period in the
prior year, an increase of 10.9%. Diluted earnings per share in the period were
$0.19 versus $0.17 in the prior year. Excluding $9.0 million in
restatement-related expenses, current year earnings per share were $0.21.
14
Thirteen Weeks Ended August 3, 2001 and July 28, 2000
Net Sales. Net sales for the 13 weeks ended August 3, 2001 were $1.23
billion as compared against $1.02 billion during the 13 weeks ended July 28,
2000, an increase of 20.4%. The increase resulted primarily from 606 net new
stores and a same store sales increase of 7.8%. The same store sales increase is
calculated based on the comparable calendar weeks in the prior year. The Company
attributes the increase in same store sales to a number of factors, including a
stronger in-stock position versus the prior year, the continued acceptance by
the consumer of the Company's consumable basics strategy, and increased seasonal
sales due to a stronger presentation of seasonal products as a result of the
store reset program undertaken in 2000. Net sales increases by division were as
follows: highly consumables 26.5%; hardware and seasonal 29.3%; basic clothing
9.0%; and basic home products 0.1%.
Gross Profit. Gross profit during the current year period was $331.3
million, or 27.0% of sales, versus $284.1 million, or 27.9% of sales, during the
comparable period in the prior year, an increase of 16.6%. The reduction in the
margin rate as a percentage of sales was due to a number of factors, including
an increase in store initiated markdowns, an increase in transportation expenses
due in part to higher fuel costs, a 14 basis point increase in the shrink
provision, and the continued shift in the Company's sales to lower margin
consumable basic items.
Selling, General and Administrative Expenses. SG&A expenses during the
current year period were $276.1 million, or 22.5% of sales, versus $227.0
million, or 22.3% of sales, during the comparable period in the prior year, an
increase of 21.6%. The increase in SG&A is due principally to the increase in
the number of open stores as compared to the prior year, and to $8.7 million in
expenses, primarily professional fees, recorded in the current year period
related to the restatement of certain previously released financial data.
Excluding the restatement related expenses, SG&A would have been $267.4 million
or 21.8% of sales, an increase of 17.8% over the comparable period during the
prior year.
Interest Expense. Interest expense during the current year period was $12.0
million, or 1.0% of sales, versus $12.7 million, or 1.3% of sales, during the
comparable period in the prior year, a decrease of 6.1%. The decrease in
interest expense is due to lower interest rates and reduced capital spending in
the current year period.
Provision for Taxes on Income. The Company's effective tax rate was 37.4%
in the current year period and 37.3% in the prior year period.
Net Income. Net income during the current year period was $27.1 million, or
2.2% of sales, versus $27.8 million, or 2.7% of sales, during the comparable
period in the prior year, a decrease of 2.5%. Earnings per share were $0.08 in
the current year period and $0.08 in the prior year period. During the current
year period, the Company recorded $8.7 million in restatement-related expenses.
Excluding those expenses, earnings per share in the current year period were
$0.10.
15
Liquidity and Capital Resources
Cash flows provided by or used in operating activities. Net cash provided
by operating activities totaled $9.8 million during the first 26 weeks of 2001,
as compared to a $27.7 million use of cash during the comparable period in the
prior year. The primary source of cash in 2001 was the combination of net income
and depreciation and amortization expenses, which together totaled $124.3
million during the current year period. The primary uses of cash in 2001 were an
increase in inventories of $84.6 million and a decrease in the income tax
payable of $17.4 million. The increase in inventories reflects the net addition
of 328 stores and an increase in seasonal inventories. The decrease in the
income tax payable reflects the payment of taxes in excess of amounts accrued in
the same period.
The use of cash during the first 26 weeks of 2000 was due in part to an
increase in merchandise inventories of $68.8 million reflecting the net addition
of 428 stores. Additionally, the Company experienced a reduction in payables of
$60.1 million resulting from the payment in 2000 of bills from the fourth
quarter of 1999 on which the company took extended terms.
Cash flows provided by or used in investing activities. Net cash used in
investing activities during the first 26 weeks of 2001 totaled $73.8 million, as
compared to a $55.7 million use of cash during the comparable period in the
prior year. The $73.8 million spent in the current year consisted primarily of
$26.6 million for new stores and relocations and $34.9 million for various
store-related fixtures. The $55.7 million spent in the prior year is a net
number that includes $97.5 million in proceeds from sale-leaseback transactions
on two of the Company's distribution centers. Significant capital expenditure
activity in 2000 consisted in part of $28.9 million for new stores and
relocations subject to lease agreements, $22.6 million in construction costs
relating to company owned stores and $37.7 million for distribution
center-related projects including construction costs associated with the
Company's new distribution centers in Zanesville, Ohio and Alachua, Florida.
Cash flows provided by or used in financing activities. Net cash used in
financing activities during the first 26 weeks of 2001 was $16.7 million.
Financing activities during the comparable period in the prior year were a
source of funds of $49.8 million. Cash provided by financing activities in the
prior year reflected the $200 million of notes described below offset by the
payment of cash dividends, the repurchase of common stock, and the repayment of
long-term obligations related primarily to two of the Company's distribution
centers. The Company believes that seasonal working capital requirements will
continue to be met through cash flow provided by operations supplemented by
various short-term borrowing arrangements.
16
Total debt (including current maturities and short-term borrowings) was
$743.4 million at August 3, 2001 and $729.8 million at February 2, 2001.
The Company has $200 million (principal amount) of 8 5/8% unsecured notes
due June 15, 2010. The notes pay interest semi-annually on June 15 and December
15 of each year. The holders of the notes may elect to have their notes repaid
on June 15, 2005, at 100% of the principal amount plus accrued and unpaid
interest.
Forward-Looking Statements
This discussion and analysis contains historical and forward-looking
information. The forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. 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 as a result of certain risks and uncertainties. These risks include,
but are not limited to, those set forth under Item 7 in the Company's Annual
Report on Form 10-K for the fiscal year ended February 2, 2001.
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 February 2,
2001.
Part II - Other Information
Item 1. Legal Proceedings
Restatement-Related Proceedings
Following the April 30, 2001 announcement discussed above, more than 20
purported class action lawsuits were filed against the Company and certain
current and former officers and directors of the Company, asserting claims under
the federal securities laws. These lawsuits have been consolidated into a single
action pending in the United States District Court for the Middle District of
Tennessee. On July 17, 2001, the court entered an order appointing the Florida
State Board of Administration and the Teachers' Retirement System of Louisiana
as lead plaintiffs and the law firms of Entwistle & Cappucci LLP, Milberg Weiss
Bershad Hynes & Lerach LLP and Grant & Eisenhofer, P.A. as co-lead counsel. On
January 3, 2002, the lead plaintiffs filed an amended consolidated class action
complaint purporting to name as plaintiffs a class of persons who held or
purchased the Company's securities and related derivative securities between May
12, 1998 and September 21, 2001. Among other things, plaintiffs have alleged
that the Company and certain of its current and former officers and directors
made misrepresentations concerning the Company's financial results in the
Company's filings with the Securities and Exchange Commission and in various
press releases
17
and other public statements. The plaintiffs seek damages with interest, costs
and such other relief as the court deems proper.
The Company has reached a settlement agreement with the purported class
action plaintiffs, pursuant to which the Company has agreed to pay $140 million
to such plaintiffs in settlement for their claims, and to implement certain
enhancements to its corporate governance and internal control procedures. Such
agreement is subject to confirmatory discovery, to the final approval of the
Company's Board of Directors, and to court approval. Following the completion of
confirmatory discovery, plaintiffs have the right under the settlement agreement
to amend their complaint further to increase the size of the class, and to
negotiate with the Company for additional damages, the aggregate amount of all
damages to be paid in settlement of plaintiffs' claims not to exceed $162
million. The Company expects that following the completion of such confirmatory
discovery, the plaintiffs will amend their complaint and seek aggregate damages
of $162 million, and the Company has accordingly recognized an expense of $162
million in the fourth quarter of 2000. The Company expects to receive from its
insurers approximately $4.5 million in respect of the class action settlement,
which amount has not been accrued in the Company's financial statements.
In addition, six purported shareholder derivative lawsuits have been filed
in Tennessee state court against certain current and former Company directors
and officers and Deloitte & Touche LLP, the Company's former independent
accountant. The Company is named as a nominal defendant in the actions, which
seek restitution and/or compensatory and punitive damages with interest,
equitable and/or injunctive relief, costs and such further relief as the court
deems proper. By order entered October 31, 2001, the court appointed Michael
Dixon, Jr., Carolinas Electrical Workers Retirement Fund and Thomas Dewey,
plaintiffs in one of the six filed cases, as lead plaintiffs and the law firms
of Branstetter, Kilgore Stranch & Jennings and Stanley, Mandel & Iola as lead
counsel. In the same order, the court stayed the remaining cases pending
completion of the lead case. Among other things, the plaintiffs allege that
certain current and former Company directors and officers breached their
fiduciary duties to the Company and that Deloitte & Touche aided and abetted
those breaches and was negligent in its service as the Company's independent
accountant. During August and September 2001, the Company moved to dismiss all
six cases for failure to make a pre-suit demand on the Board of Directors and,
in the alternative, requested that the court stay the actions pending the
completion of an investigation into the allegations in the complaints by the
Shareholder Derivative Claim Review Committee of the Company's Board of
Directors. The lead plaintiffs filed an opposition to this motion on October 2,
2001. A hearing on the motion has not yet been scheduled.
Two purported shareholder derivative lawsuits also have been filed in the
United States District Court for the Middle District of Tennessee against
certain current and former Company directors and officers alleging that they
breached their fiduciary duties to the Company. The Company is named as a
nominal defendant in these actions, which seek declaratory relief, compensatory
and punitive damages, costs and such further relief as the court deems proper.
By motion filed on September 28, 2001, the Company
18
requested that the federal court abstain from exercising jurisdiction over the
purported shareholder derivative actions in deference to the pending state court
actions. By agreement of the parties and court order dated December 3, 2001, the
case has been stayed until June 3, 2002.
The Company and the individual defendants have reached a settlement
agreement with lead counsel to the plaintiffs in the lead Tennessee state
shareholder derivative action. The agreement includes a payment to the Company
from a portion of the proceeds of the Company's director and officer liability
insurance policies as well as certain corporate governance and internal control
enhancements. Pursuant to the terms of such agreement, the Company anticipates
that all of the stayed cases, including the federal derivative cases described
above, will be dismissed with prejudice by the courts in which they are pending.
Such agreement is subject to confirmatory discovery, to the final approval of
the Company's Board of Directors, and to court approval. If the settlement
agreement is approved, the Company expects that it will result in a net payment
to the Company, after attorneys' fees payable to the plaintiffs' counsel, of
approximately $24.8 million, which has not been accrued in the Company's
financial statements.
The Company believes that it has substantial defenses to the purported
class action and the derivative lawsuits and intends to assert these defenses in
the courts in which the actions are pending in the event the settlement
agreements referred to above do not successfully resolve these matters. These
cases are at an early stage and the amount of potential loss, if any, should the
settlement agreements not become effective cannot be reasonably estimated. An
unfavorable outcome for the Company in these actions could have a material
adverse impact on the Company's financial position and results of operations.
The Company has been notified that the Securities and Exchange Commission
("SEC") is conducting an investigation into the circumstances that gave rise to
the Company's April 30, 2001 announcement. The Company is cooperating with this
investigation by providing documents and other information to the SEC.
Other Litigation
The Company was involved in other litigation, investigations of a routine
nature and various legal matters during the reporting period, which were and are
being defended and otherwise handled in the ordinary course of business. While
the ultimate results of these matters cannot be determined or predicted,
management believes that they have not had and will not have a material adverse
effect on the Company's results of operations or financial position.
19
Item 6. Exhibits and Reports on Form 8-K
(a) Not Applicable
(b) Reports on Form 8-K:
(1) A Current Report on Form 8-K, dated May 11, 2001, was filed with the
SEC in connection with the announcement of April sales results and
sales results for the first quarter ending May 4, 2001.
(2) A Current Report on Form 8-K, dated June 8, 2001, was filed with the
SEC in connection with the announcement of May sales results.
(3) A Current Report on Form 8-K, dated July 13, 2001, was filed with the
SEC in connection with the announcement of June sales results.
20
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.
Dollar General Corporation
By:
/s/ James J. Hagan
--------------------------------------------
James J. Hagan
Executive Vice President and Chief
Financial Officer (Principal Financial and
Accounting Officer)
January 14, 2002
21