1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 1998
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 000-23314
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TRACTOR SUPPLY COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3139732
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
320 Plus Park Boulevard, Nashville, Tennessee 37217
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (615) 366-4600
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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
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Outstanding at October 24, 1998
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Common Stock, $.008 par value 8,748,105
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TRACTOR SUPPLY COMPANY
INDEX
Page No.
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Part I. Financial Information:
Item 1. Financial Statements:
Balance Sheets -
September 26, 1998 and December 27, 1997 3
Statements of Income -
For the Fiscal Three and Nine Months Ended
September 26, 1998 and September 27, 1997 4
Statements of Cash Flows -
For the Fiscal Nine Months Ended
September 26, 1998 and September 27, 1997 5
Notes to Unaudited Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7 - 9
Part II. Other Information:
Item 6. Exhibits and Reports on Form 8-K 10
Signature Page 11
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRACTOR SUPPLY COMPANY
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
SEPT. 26, DECEMBER 27,
1998 1997
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(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents....................................................... $ 6,372 $ 8,477
Accounts receivable, net........................................................ 8,725 5,180
Inventories..................................................................... 187,837 151,749
Other current assets............................................................ 4,384 4,201
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Total current assets..................................................... 207,318 169,607
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Land.............................................................................. 6,871 6,851
Buildings and improvements........................................................ 48,481 45,903
Machinery and equipment........................................................... 24,308 22,362
Construction in progress.......................................................... 6,062 843
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85,722 75,959
Accumulated depreciation and amortization......................................... (27,650) (23,551)
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Property and equipment, net..................................................... 58,072 52,408
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Deferred income taxes............................................................. 710 710
Other assets...................................................................... 1,500 1,355
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Total assets............................................................. $ 267,600 $ 224,080
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................................ $ 68,855 $ 52,708
Accrued expenses................................................................ 27,679 21,188
Current maturities of long-term debt............................................ 2,880 737
Current portion of capital lease obligations.................................... 623 731
Income taxes currently payable.................................................. 548 2,310
Deferred income taxes........................................................... 9,064 9,064
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Total current liabilities................................................ 109,649 86,738
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Revolving credit loan............................................................. 22,581 23,419
Term loan......................................................................... 12,500 --
Other long-term debt.............................................................. 4,632 5,177
Capital lease obligations......................................................... 2,074 2,538
Other long-term liabilities....................................................... 497 424
Excess of fair value of assets acquired over cost less accumulated
amortization of $2,830 and $2,695, respectively................................. 760 895
Stockholders' equity:
Common stock, 100,000,000 shares authorized; $.008 par value; 8,744,466
and 8,731,218 shares issued and outstanding in 1998 and 1997, respectively..... 70 70
Additional paid-in capital...................................................... 42,141 41,926
Retained earnings............................................................... 72,696 62,893
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Total stockholders' equity.................................................... 114,907 104,889
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Total liabilities and stockholders' equity............................... $ 267,600 $ 224,080
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The accompanying notes are an integral part of this statement.
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TRACTOR SUPPLY COMPANY
STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FOR THE FISCAL FOR THE FISCAL
THREE MONTHS ENDED NINE MONTHS ENDED
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SEPT. 26, SEPT. 27, SEPT. 26, SEPT. 27,
1998 1997 1998 1997
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(UNAUDITED) (UNAUDITED)
Net sales.......................................... $ 140,628 $ 118,438 $ 442,296 $ 374,340
Cost of merchandise sold........................... 104,195 88,165 330,126 278,655
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Gross margin.................................. 36,433 30,273 112,170 95,685
Selling, general and administrative expenses....... 30,577 25,891 89,157 77,985
Depreciation and amortization...................... 1,370 1,161 3,964 3,294
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Income from operations........................ 4,486 3,221 19,049 14,406
Interest expense, net.............................. 850 633 2,368 1,703
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Income before income taxes.................... 3,636 2,588 16,681 12,703
Income tax provision............................... 1,499 1,036 6,878 5,089
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Net income.................................... $ 2,137 $ 1,552 $ 9,803 $ 7,614
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Net income per share - basic.................. $ .24 $ .18 $ 1.12 $ .87
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Net income per share - assuming dilution...... $ .24 $ .18 $ 1.11 $ .87
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The accompanying notes are an integral part of this statement.
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TRACTOR SUPPLY COMPANY
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FOR THE FISCAL NINE MONTHS ENDED
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SEPT. 26, SEPT. 27,
1998 1997
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(UNAUDITED)
Cash flows from operating activities:
Net income........................................................... $ 9,803 $ 7,614
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization expense............................ 3,964 3,294
Loss (gain) on sale of property and equipment.................... 134 (30)
Change in assets and liabilities:
Accounts receivable............................................ (3,545) (973)
Inventories.................................................... (36,088) (44,555)
Other current assets........................................... (603) (2,606)
Accounts payable............................................... 16,147 26,821
Accrued expenses............................................... 6,457 1,839
Income taxes currently payable................................. (1,762) (2,369)
Other.......................................................... (131) (529)
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Net cash used in operating activities.................................. (5,624) (11,494)
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Cash flows from investing activities:
Capital expenditures............................................... (9,617) (6,624)
Proceeds from sale of property and equipment....................... 233 1,636
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Net cash used in investing activities.................................. (9,384) (4,988)
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Cash flows from financing activities:
Net borrowings (repayments) under revolving credit loan............ (838) 14,763
Borrowings under term loan agreement............................... 15,000 --
Repayments under term loan agreement............................... (357) --
Principal payments under capital lease obligations................. (572) (754)
Repayment of long-term debt........................................ (545) (492)
Proceeds from issuance of common stock............................. 215 161
Redemption of preferred stock...................................... -- (1,763)
Payment of preferred stock dividends............................... -- (79)
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Net cash provided by financing activities.............................. 12,903 11,836
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Net decrease in cash and cash equivalents.............................. (2,105) (4,646)
Cash and cash equivalents at beginning of period....................... 8,477 12,948
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Cash and cash equivalents at end of period............................. $ 6,372 $ 8,302
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest............................................................. $ 2,350 $ 1,835
Income taxes......................................................... 8,533 7,282
The accompanying notes are an integral part of this statement.
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TRACTOR SUPPLY COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:
The accompanying interim financial statements have been prepared without audit,
and certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted, although the Company believes that the
disclosures herein are adequate to make the information presented not
misleading. These statements should be read in conjunction with the Company's
annual report on Form 10-K for the fiscal year ended December 27, 1997. The
results of operations for the fiscal three and nine-month periods are not
necessarily indicative of results for the full fiscal year.
In the opinion of management, the accompanying interim financial statements
contain all adjustments (consisting only of normal recurring accruals) necessary
for a fair statement of the Company's financial position as of September 26,
1998 and its results of operations and its cash flows for the fiscal three and
nine-month periods ended September 26, 1998 and September 27, 1997.
Inventories
The accompanying unaudited financial statements have been prepared without full
physical inventories. The value of the Company's inventories was determined
using the lower of last-in, first-out (LIFO) cost or market. If the first-in,
first-out (FIFO) method of accounting for inventory had been used, inventories
would have been approximately $6,919,000 and $6,370,000 higher than reported at
September 26, 1998 and December 27, 1997, respectively. Since LIFO costs can
only be determined at the end of each fiscal year when inflation rates and
inventory levels are finalized, estimates of LIFO inventory costs are used for
interim financial reporting.
Net Income Per Share
Basic net income per share for the Company for the fiscal three and nine-month
periods ended September 26, 1998 and September 27, 1997 is calculated based on
the weighted average number of shares of common stock outstanding of 8,741,329
and 8,740,361 for the fiscal three and nine-month periods ended September 26,
1998, respectively, and 8,726,659 and 8,723,775 for the fiscal three and
nine-month periods ended September 27, 1997, respectively, after giving effect
to preferred stock dividends of $55,732 for the fiscal nine-month period ended
September 27, 1997. Diluted net income per share for the Company for the fiscal
three and nine-month periods ended September 26, 1998 and September 27, 1997 is
calculated based on the weighted average number of shares of common stock
outstanding of 8,835,137 and 8,800,866 for the fiscal three and nine-month
periods ended September 26, 1998, respectively, and 8,726,659 and 8,723,775 for
the fiscal three and nine-month periods ended September 27, 1997, respectively,
after giving effect to dilutive common stock equivalents of 93,808 shares and
60,505 shares for the fiscal three and nine-month periods ended September 26,
1998, respectively.
NOTE 2 - SEASONALITY:
The Company's business is highly seasonal, with a significant portion of its
sales and a majority of its income generated in the second fiscal quarter. The
Company typically operates at a loss in the first fiscal quarter.
NOTE 3 - TERM LOAN AGREEMENT:
In June 1998, the Company entered into a new loan agreement (the "Loan
Agreement") and term note (the "Term Note") with SunTrust Bank, Nashville, N.A.
("SunTrust") pursuant to which the Company borrowed $15 million. The Term Note
bears interest at the rate of 6.75% per year until its maturity in June 2005.
The Term Note requires monthly payments equal to $178,572, plus accrued
interest, through June 2005. There are no compensating balance requirements
associated with the Loan Agreement. The Loan Agreement is unsecured. The Loan
Agreement contains certain restrictions regarding additional indebtedness;
employee loans; business operations; guarantees; investments; mergers,
consolidations and sales of assets; transactions with subsidiaries; and liens.
In addition, the Company must comply with certain quarterly restrictions
regarding net worth, working capital, ratios of total liabilities to net worth
and interest coverage and current ratio requirements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis describes certain factors affecting
Tractor Supply Company's (the "Company") results of operations for the fiscal
three and nine-month periods ended September 26, 1998 and September 27, 1997,
and significant developments affecting its financial condition since the end of
the fiscal year, December 27, 1997, and should be read in conjunction with the
Company's annual report on Form 10-K for the fiscal year ended December 27,
1997. The following discussion and analysis also contains certain 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 Act"). All statements, other than statements of historical facts,
which address activities, events or developments that the Company expects or
anticipates will or may occur in the future, including such things as future
capital expenditures (including the amount and nature thereof), business
strategy, expansion and growth of the Company's business operations and other
such matters are forward-looking statements. To take advantage of the safe
harbor provided by the Act, the Company is identifying certain factors that
could cause actual results to differ materially from those expressed in any
forward-looking statements, whether oral or written, made by or on behalf of the
Company.
All phases of the Company's operations are subject to influences outside its
control. Any one, or a combination, of these factors could materially affect the
results of the Company's operations. These factors include general economic
cycles affecting consumer spending, weather factors, operating factors affecting
customer satisfaction, consumer debt levels, pricing and other competitive
factors, the ability to identify suitable locations and negotiate favorable
lease agreements on new and relocated stores, the timing and acceptance of new
products in the stores, the mix of goods sold, the continued availability of
favorable credit sources and other capital market conditions and the seasonality
of the Company's business. Forward-looking statements made by or on behalf of
the Company are based on a knowledge of its business and the environment in
which it operates, but because of the factors listed above, actual results could
differ materially from those reflected by any forward-looking statements.
Consequently, all of the forward-looking statements made are qualified by these
cautionary statements and there can be no assurance that the actual results or
developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on the Company or its business and operations.
RESULTS OF OPERATIONS
The Fiscal Three Months (Third Quarter) and Nine Months Ended September 26, 1998
and September 27, 1997
Net sales increased 18.7% to $140.6 million for the third quarter of fiscal 1998
from $118.4 million for the third quarter of fiscal 1997. Net sales rose 18.2%
to $442.3 million for the first nine months of fiscal 1998 from $374.3 million
for the first nine months of fiscal 1997. The sales increases resulted primarily
from comparable store sales increases (excluding relocations, using all stores
open at least one year) of 12.0% for the third quarter of fiscal 1998 and 10.6%
for the first nine months of fiscal 1998, and, to a lesser extent, from new
stores. The Company opened 12 new retail farm stores (one in the third quarter
of fiscal 1998) during the first nine months of fiscal 1998. The Company opened
18 new retail farm stores (two in the third quarter of fiscal 1997), closed two
stores (both in the third quarter of fiscal 1997) and relocated one store during
the first nine months of fiscal 1997. Comparable store sales for the third
quarter of fiscal 1998 benefited primarily from (i) the "remerchandising" of a
significant portion of all stores during the first quarter of fiscal 1998, (ii)
the new 1998 marketing and advertising programs, (iii) an improved inventory
in-stock position, as well as from (iv) hurricane Bonnie. At September 26, 1998,
the Company operated 240 retail farm stores (in 26 states) versus 224 stores (in
26 states) at September 27, 1997. The Company's current plans call for the
opening of approximately three additional new stores in the fourth quarter of
fiscal 1998. The Company is also well positioned to achieve its goal of opening
30 new stores in fiscal 1999.
As part of the Company's on-going efforts to continually focus on improving its
comparable store sales, the Company is planning to undertake several major new
merchandising and marketing initiatives in 1999, including (i) the
"remerchandising" of approximately 60% of all stores during the first quarter of
fiscal 1999, consisting of the entire "left-side" of the store and portions of
the "center aisle" and "agricultural sections" (the Company previously
"remerchandised" the other approximately 40% of all stores during the first
quarter of 1998, and (ii) the expansion and refinement of the Company's new,
marketing and advertising programs (initiated in 1998), including, among other
things, the expanded use of newspaper circulars and radio, "event marketing" and
increased distribution of its print media.
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The gross margin rate increased .3 percentage points to 25.9% of sales for the
third quarter of fiscal 1998 and decreased .2 percentage points to 25.4% of
sales for the first nine months of fiscal 1998 compared with the corresponding
periods in the prior fiscal year. The gross margin rate increase for the third
quarter of fiscal 1998 was primarily due to a reduction of shrinkage expense and
a lower LIFO provision.
As a percent of sales, selling, general and administrative ("S,G&A") expenses
decreased .2 percentage points to 21.7% of sales in the third quarter of fiscal
1998 and decreased .6 percentage points to 20.2% of sales for the first nine
months of fiscal 1998 primarily due to the strong comparable store sales
performance and the Company's on-going efforts to control the increase in
operating expenses. Excluding the effect of a reserve for management
reorganization costs recorded during the second quarter of fiscal 1997 (totaling
approximately $1.2 million pretax or approximately $.7 million net of tax), SG&A
expenses for the first nine months of fiscal 1998, as a percentage of sales,
would have decrease .3 percentage points from the same period in the prior year.
On an absolute basis, SG&A expenses increased 18.1% to $30.6 million in the
third quarter of fiscal 1998 and increased 14.3% to $89.2 million for the first
nine months of fiscal 1998. The increased dollar amount was primarily
attributable to costs associated with new store openings (new stores have
considerably higher occupancy costs, primarily rent, than the existing store
base), as well as from higher incentive accruals compared to the prior year,
offset, in part, by the effect of the reserve for management reorganization
costs recorded during the second quarter of fiscal 1997. Depreciation and
amortization expense increased 18.0% and 20.3% over the prior year for the third
quarter and the first nine months of fiscal 1998, respectively, due mainly to
costs associated with new stores. Net interest expense increased 34.3% to $.9
million in the third quarter of fiscal 1998 and increased 39.0% to $2.4 million
in the first nine months of fiscal 1998 primarily due to additional borrowings
under the Credit Agreement and the Company's growth and expansion plans,
including additional inventory as discussed below.
The Company's effective tax rate increased to 41.2% for both the third quarter
of fiscal 1998 and the first nine months of fiscal 1998, compared with 40.0% for
the third quarter of fiscal 1997 and 40.1% for the first nine months of fiscal
1997, primarily due to a higher effective state income tax rate in fiscal 1998.
As a result of the foregoing factors, net income for the third quarter of fiscal
1998 increased 37.7% to $2.1 million from $1.6 million for the third quarter of
fiscal 1997 and net income per share for the third quarter of fiscal 1998
increased 33.3% to $.24 per share from $.18 per share for the third quarter of
last year. Net income for the first nine months of fiscal 1998 increased 28.7%
to $9.8 million from $7.6 million for the first nine months of fiscal 1997 and
net income per share for the first nine months of fiscal 1998 increased 28.7% to
$1.12 per share from $.87 per share last year. Excluding the effect of the
reserve for management reorganization costs in fiscal 1997, net income and net
income per share for the first nine months of fiscal 1998 would have both
increased 17.9% over the first nine months a year ago. As a percentage of sales,
net income increased .2 percentage points to 1.5% of sales for the third quarter
of fiscal 1998 from 1.3% of sales for the third quarter of fiscal 1997 and
increased .2 percentage points to 2.2% of sales for the first nine months of
fiscal 1998 from 2.0% of sales for the first nine months of fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
In addition to normal operating expenses, the Company's primary ongoing cash
requirements are those necessary for the Company's expansion, remodeling and
relocation programs, including inventory purchases and capital expenditures. The
Company's primary ongoing sources of liquidity are funds provided from
operations, commitments available under its revolving credit agreement (the
"Credit Agreement") and short-term trade credit.
In March 1998, the Company entered into an amendment (the "Second Amendment") to
its Credit Agreement with BankBoston, N.A. (successor to First National Bank of
Boston), a national banking association, as agent, and for itself, in its
capacity as a lender thereunder, First American National Bank, a national
banking association, and SunTrust Bank Nashville, N.A., a national banking
association, whereby the Company (i) increased the maximum total commitments
available under the Credit Agreement from $45 million to $60 million and (ii)
extended the expiration date of the Credit Agreement from August 31, 1999 to
August 31, 2002 (the date upon which any remaining borrowings must be repaid).
There were no changes to any of the other material terms and conditions of the
Credit Agreement as a result of the Second Amendment, provided, however, that
the financial covenants must now be tested quarterly as of the end of each
fiscal quarter, based on a rolling four-quarters basis, rather than at the end
of each fiscal year.
In June 1998, the Company entered into a new loan agreement (the "Loan
Agreement") and term note (the "Term Note") with SunTrust Bank, Nashville, N.A.
("SunTrust") pursuant to which the Company borrowed $15 million.
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The Term Note bears interest at the rate of 6.75% per annum until its maturity
in June 2005. The Term Note requires monthly payments equal to $178,572, plus
accrued interest, through June 2005. There are no compensating balance
requirements associated with the Loan Agreement. The Loan Agreement is
unsecured. The Loan Agreement contains certain restrictions regarding additional
indebtedness; employee loans; business operations; guarantees; investments;
mergers, consolidations and sales of assets; transactions with subsidiaries; and
liens. In addition, the Company must comply with certain quarterly restrictions
regarding net worth, working capital, ratios of total liabilities to net worth
and interest coverage and current ratio requirements.
The Company's inventory and accounts payable levels typically build in the first
fiscal quarter and again in the third fiscal quarter in anticipation of the
spring and fall selling seasons. At September 26, 1998, the Company's
inventories had increased $36.1 million to $187.8 million from $151.7 million at
December 27, 1997. This increase resulted primarily from additional inventory
for new stores as well as from planned inventory increases in seasonal product
lines. The Company changed its strategic plan with respect to inventory
management during the first quarter of fiscal 1998, whereby seasonal merchandise
was brought in earlier this year than in prior years for consistency of supply
and more continuous flow of seasonal product. In connection with this new
strategic plan regarding inventory management, the Company also plans to exit
its seasonal merchandise earlier this year than in prior years to minimize the
amount of seasonal markdowns and product carryover. Short-term trade credit,
which represents a source of financing for inventory, increased $16.2 million to
$68.9 million at September 26, 1998 from $52.7 million at December 27, 1997.
Trade credit arises from the Company's vendors granting extended payment terms
for inventory purchases. Payment terms vary from 30 days to 180 days depending
on the inventory product.
At September 26, 1998, the Company had working capital of $97.7 million, which
represented a $14.8 million increase from December 27, 1997. This increase
resulted primarily from an increase in inventories without a corresponding
increase in accounts payable and an increase in trade accounts receivable
(mainly due to commitments from vendors respecting the Company's 1998 marketing
campaign), partially offset by an increase in accrued expenses (mainly due to
deferred vendor support payments relating to the Company's 1998 marketing
campaign and, to a lesser extent, from higher incentive accruals and timing of
payments) and borrowings under the Loan Agreement.
Operations used net cash of $5.6 million and $11.5 million in the first nine
months of fiscal 1998 and 1997, respectively. The decrease in net cash used in
the first nine months of fiscal 1998 resulted primarily from an increase in
accrued expenses (mainly due to deferred vendor support payments relating to the
Company's 1998 marketing campaign and, to a lesser extent, from higher incentive
accruals and timing of payments), an increase in net income and a decrease in
prepaid expenses (mainly due to timing of rent payments), partially offset by an
increase in trade accounts receivable compared to the prior year (mainly due to
commitments from vendors respecting the Company's 1998 marketing campaign) as
well as from inventories increasing at a faster rate than accounts payable in
the first nine months of fiscal 1998 compared to the first nine months of fiscal
1997.
Cash used in investing activities of $9.4 million for the first nine months of
fiscal 1998 represented a $4.4 million increase over cash used in the first nine
months of fiscal 1997 of $5.0 million. The increase in cash used for capital
expenditures during the first nine months of fiscal 1998 compared to the prior
year primarily reflects expenditures related to the Company's on-going
installation of its SAP America, Inc. ("SAP") system (current plans now call for
the implementation of the new SAP merchandising, distribution and financial
systems to be necessarily delayed until the first quarter of fiscal 1999, rather
than by October 25, 1998 as previously announced primarily due to unforeseen
technical difficulties with the software), as well as the effect of decreased
proceeds from the sale of property and equipment during the first nine months of
fiscal 1998 compared to the first nine months of fiscal 1997.
Financing activities in the first nine months of fiscal 1998 provided $12.9
million in cash which represented a $1.1 million increase in net cash provided
over the $11.8 million in net cash provided in the first nine months of fiscal
1997. This increase in net cash provided resulted primarily from net borrowings
under the Loan Agreement of approximately $14.6 million during the first nine
months of fiscal 1998 compared to net borrowings under the Credit Agreement of
approximately $14.8 million during the first nine months of fiscal 1997 (offset,
in part, by the redemption of 1,763 shares of Series B Preferred Stock,
constituting all of the then outstanding Series B Preferred Stock, during the
first nine months of fiscal 1997).
The Company believes that its cash flow from operations, borrowings available
under its Credit Agreement and short-term trade credit will be sufficient to
fund the Company's operations and its growth and expansion plans for the next
several years.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.37 Loan Agreement, dated as of June 30, 1998 between the Company and
SunTrust Bank, Nashville, N.A., a national banking association.
10.38 Term Note, dated as of June 30, 1998, issued by the Company to SunTrust Bank,
Nashville, N.A., a national banking association, in the aggregate
amount of $15 million.
27.1 Financial Data Schedule (only submitted to SEC in electronic format).
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the
fiscal quarter ended September 26, 1998.
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SIGNATURE
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.
TRACTOR SUPPLY COMPANY
Date: October 30, 1998 By: /s/ Thomas O. Flood
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Thomas O. Flood
Senior Vice President - Administration and
Finance, Treasurer and Chief Financial Officer
(Duly Authorized Officer & Principal
Financial Officer)
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