SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 1994
Commission file number 0-4769
DOLLAR GENERAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
KENTUCKY 61-0502302
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
104 Woodmont Boulevard
Suite 500
Nashville, Tennessee 37205
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (615) 783-2000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, par value $0.50
Indicate by check mark whether the Registrant (1) has filed all
reports required by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days. Yes X No
Indicate by check mark if the disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of the Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of the Common Stock of the Registrant
held by non-affiliates of the Registrant as of April 14, 1994 is
$1,068,246,580 based upon the last reported sale price on such date
by the Nasdaq Stock Market. The market value calculation assumes
that all shares beneficially held by members of the Board of
Directors of the Registrant are shares owned by "affiliates," a
status that each of the directors individually disclaims.
The number of shares of common stock outstanding as April 14,
1994, was 54,496,967.
Documents Incorporated by Reference
Document Where Incorporated
Registrant's Proxy Statement Part III
Relating to the Annual Meeting of
Stockholders to be Held on June 6, 1994.
<PAGE> 2
PART I
Item 1. Business
General
The following text contains references to years 1994, 1993 and
1992 which represent fiscal years ended January 31, 1994, January
31, 1993 and January 31, 1992, respectively.
Dollar General Corporation (the "Company") was organized in
1939 as J. L. Turner and Son, Inc. under the laws of the
Commonwealth of Kentucky. In 1968, the Company changed its name to
Dollar General Corporation. Today, the Company seeks profitable
growth by providing value in hard- and soft-goods merchandise to
low-, middle- and fixed-income families. The Company sells this
general merchandise at retail through a chain of 1,800
small Company-owned stores in 24 states. The Company-owned stores,
located predominantly in small towns in the midwestern and
southeastern United States, operate under the name "Dollar General
Stores."
The Company's mission is "SERVING OTHERS! Serving Our
Customers...with greatest everyday value. Serving Our
Shareholders...with superior return on investment. Serving Our
Employees...as partners in total development." In order to carry
out its mission, the Company has developed a strategy which
includes the following principal elements:
LOW-, MIDDLE- AND FIXED-INCOME CUSTOMERS. The
Company seeks to serve the basic product needs of low-, middle-
and fixed-income consumers.
EVERYDAY LOW PRICES. The Company's buying strategy
enables the Company to offer quality merchandise at
everyday low prices. The Company emphasizes even-dollar
price points and believes its prices are generally below
those of its competitors. The majority of products in
Dollar General Stores are priced at $10 or less, with the
most expensive item generally priced at $35.
<PAGE>3
FOCUSED ASSORTMENT OF MERCHANDISE. The Company is
committed to offering a focused assortment of quality, basic
merchandise in a number of core categories. The Company offers
hardgoods, including health and beauty aids, cleaning supplies,
housewares, stationery and seasonal goods. The Company also
markets the basics in softgoods, including apparel for the whole
family, shoes and domestics. The Company strives at all times to
be "in stock" in basic merchandise in its core categories.
LOW OPERATING COSTS. The Company maintains strict
overhead cost controls and locates stores in
neighborhoods where store rental and operating costs are
low.
The Company's business is seasonal in nature. Due to the
holiday season, the fourth quarter usually reflects significantly
higher net sales and net income than other quarters. The first
quarter is usually the least profitable due largely to the
traditionally slow after-Christmas sales period.
Merchandise
The merchandise mix of the Company has shifted over the past
three years, with hardgoods sales showing a 5% incremental increase
of total sales. The increase in hardgoods' sales has occurred in
part because of a determined commitment to keep hardgoods in stock,
an increased emphasis on private label ("DG Signature") products,
and an expanded selection of brand-name merchandise. The following
table shows an approximate percentage of 1994, 1993, and 1992
Dollar General Store sales by product category.
<TABLE>
<CAPTION>
PERCENTAGE OF SALES
1994 1993 1992
<S> <C> <C> <C>
HARDGOODS 65% 64% 60%
SOFTGOODS 35% 36% 40%
</TABLE>
Dollar General Stores offer quality, basic merchandise at
everyday low prices. The Company believes that its merchandising
strategy generates frequent
<PAGE>4
repeat customer traffic. The Company is able to offer everyday low
prices to its customers in large part because its buying staff
negotiates low purchase prices. The Company purchases its
merchandise from a wide variety of suppliers, with no supplier
accounting for more than 1.5% percent of the Company's purchases
during 1994.
The Company buys quality hardgoods and softgoods on a regular
basis and supplements its inventory with manufacturers' overruns,
closeouts and irregulars which sell at a discount from regular
retail prices. Irregular softgoods have minor production flaws and
are purchased by the Company from manufacturers on a regular basis.
During 1994, approximately 10% of the Company's purchases of
softgoods were manufacturers' overruns, closeouts or irregular
merchandise. In addition, approximately 8% of the Company's
hardgoods purchases were closeout merchandise. Approximately 25%
of the Company's softgoods merchandise and 45% of the hardgoods
merchandise in 1994 consisted of brand-name merchandise, down from
30% and 50%, respectively, in 1993. Although the total percentage
of brand-name merchandise is down from 1993, the Company has
expanded the selection of such merchandise in order to offer the
customer a broader assortment of brand-named goods. Because the
Company offers primarily quality, basic merchandise, it believes
its risk of inventory obsolescence is low. However, the limited
quantities of obsolete merchandise are periodically marked down to
remove such merchandise from inventory.
The Company's policy is to provide everyday low prices. The
Company emphasizes even-dollar pricing of its merchandise, most of
which is priced at $1 and in increments of $1, with the most
expensive item generally priced at $35. The Company believes even-
dollar pricing facilitates the customer's perception of value. In
addition, the Company believes even-dollar pricing disciplines its
buyers to continually negotiate purchase prices that conform to a
limited number of retail price points.
The Company's stores regularly receive merchandise shipments
from Company distribution centers in Scottsville, Kentucky and
Homerville, Georgia and directly from suppliers.
<PAGE>5
The Dollar General Store
The typical Dollar General Store has approximately 6,000
square feet of selling space and is operated by a manager and two
or more sales clerks. In 1994, the Company benefited from rental
costs of approximately $3.20 per square foot of selling space.
Approximately 75% of the Dollar General Stores are situated in
communities with populations of 25,000 or less. Approximately 55%
of the Company's stores are located in strip shopping centers, with
the balance in free-standing or downtown store buildings. Store
sites have been relatively easy to find, and the Company does not
anticipate difficulty in finding suitable locations in the future.
The Company's policy is to negotiate low-cost, short-term leases,
usually three years, with renewal options when available. These
leases allow closing of unsatisfactory locations with minimal cost
to the Company.
The Company opened 183 net new stores in 1994, and expects to
open a net 180 stores in fiscal 1995. The Company's store growth
is summarized by the following table:
<TABLE>
<CAPTION>
NET STORES
FISCAL BEGINNING STORES STORES STORES AT YEAR
YEAR OF YEAR OPENED CLOSED OPENED END
<S> <C> <C> <C> <C> <C>
1994 1,617 251 68 183 1,800
1993 1,522 146 51 95 1,617
1992 1,461 118 57 61 1,522
</TABLE>
In addition to opening new Dollar General Stores, the
Company's management is continually working to improve the
performance of the existing stores. The Company has instituted
numerous internal accounting and auditing measures to control
inventory levels and to reduce inventory shrinkage. The shrinkage-
to-sales ratio for 1994 was 2.7% compared to 2.4% for 1993 and
3.0% in 1992. The Company's management finds even this slight
increase in shrinkage unacceptable and has implemented for fiscal
1995 a comprehensive action plan designed to reduce shrinkage.
As a part of this plan, the Company is purchasing bar-code scanning
equipment for all of its stores and additional scanning equipment
for its distribution centers.
<PAGE>6
Same-store sales (i.e., those stores that were opened before
the beginning of the prior fiscal year and that have been opened
throughout both the prior and current fiscal years) showed an 11.2%
increase in 1992, a 15.5% increase in 1993, and a 12.7% increase in
1994. The average Dollar General "same-store" generated annual
sales of $662,000 in 1994, as compared to $600,000 in 1993. In
addition, at January 31, 1994, the Company served as wholesaler for
13 retail stores operating under the Dollar General name but owned
by others. Revenues from sales to these retail stores amounted to
less than 0.5% of the Company's gross revenue in 1994.
Employees
The Company and its subsidiaries have approximately 10,400
full and part time employees including regional managers, district
managers, store managers, clerks, and distribution center and
office personnel. Approximately 6,000 employees are employed on a
full-time basis, working at least 30 hours per week.
Competition
The business in which the Company is engaged is highly
competitive. The Company competes with discount stores which also
sell popularly-priced merchandise and with all types of retailers,
including department stores, variety stores, mail order chains and
specialty stores. Some of the largest retail merchandising
companies in the nation have stores in some of the areas where the
Company operates. Management believes that it competes primarily
by offering quality, basic merchandise at the consistently lowest
everyday cash price. Dollar General Stores operate on a cash basis
and do not accept credit sales.
<PAGE>7
Executive Officers of the Company
The names, ages and positions with the Company of its
executive officers as of April 14, 1994, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION EXECUTIVE OFFICER SINCE:
<S> <C> <C> <C>
Cal Turner, Jr. 54 Chairman of the Board, 1966
President and Chief
Executive Officer
Bob Carpenter 46 Vice President and Chief 1981
Administrative Officer
Michael Ennis 40 Vice President 1988
Merchandising Operations
Troy Fellers 52 Vice President 1991
Distribution
C. Kent Garner 47 Vice President, 1992
Treasurer and Chief
Financial Officer
Tom Hartshorn 43 Vice President 1992
Merchandising Operations
Ron Humphrys 44 Vice President 1992
Merchandise Development
J. Holger Jensen 47 Vice President 1994
Information Resources
Scott Northcutt 32 Vice President 1992
Human Resources
Leigh Stelmach 54 Executive Vice President 1989
Operations
Robert K. Voss 44 Executive Vice President 1993
Merchandising
</TABLE>
All executive officers of the Company serve at the pleasure of
the Board of Directors. Only Messrs. Turner, Carpenter and Ennis
have been employed by the Company as executive officers for more
than the past five years. The following is a brief summary of the
business experience of the executive officers:
Mr. Turner joined the Company in 1965 and was elected
President and Chief Executive Officer in 1977. Mr. Turner has
served as Chairman of the Board since January, 1989.
Mr. Carpenter joined the Company in 1981 as Vice President--
Administration and General Counsel. From 1987 to 1993, Mr.
Carpenter served as Vice President--
<PAGE>8
Administration, Chief Counsel and Corporate Secretary. Mr.
Carpenter was named Chief Administrative Officer in 1993.
Mr. Ennis joined the Company as Vice President--Merchandising
in February 1988 and was named Vice President Merchandising
Operations in 1993. From April 1986 to February 1988, Mr. Ennis
served as Regional Merchandise Manager for McCrory/T. G. & Y. and
as Regional Vice President, from June 1985 to April 1986. Prior to
that, he was Regional Merchandise Manager from January 1985 to June
1985 and District Manager--Store Operations from February 1983 to
January 1985 of the Dollar T Stores division of T. G. & Y. Mr.
Ennis served for over 15 years in various capacities with
McCrory/T. G. & Y. Stores Co.
Mr. Fellers became Vice President--Distribution in March 1991.
He joined the Company in September 1989 as Director of
Distribution. From 1986 to September 1989, Mr. Fellers was
Facility Manager of a major distribution complex of McCrory Stores
in Clinton, South Carolina. Before joining McCrory Stores Co. in
1986, he was General Manager--Distribution from 1984 to 1986 for T.
G. & Y. Stores. Mr. Fellers was Regional Distribution Manager for
a Ben Franklin division of Household Merchandising, Inc. from 1981
to 1984 and warehouse manager for its Coast to Coast Stores from
1964 to 1981.
Mr. Garner joined the Company in his current capacity--Chief
Financial Officer--in December, 1992. Prior to joining the
Company, he served as Treasurer of Vulcan Materials Company from
August, 1982 to November, 1992. Before joining Vulcan Materials,
Mr. Garner served for nine years with Continental Bank in various
planning, commercial lending, and management capacities.
Mr. Hartshorn joined the Company as Vice President--Operations
in January 1992 and was named Vice President Merchandising
Operations in 1993. Prior to that he was Director--Store
Operations for McCrory Stores/T. G. & Y. During his career with
McCrory/T. G. & Y., he held positions in store management, as well
as district and regional field management. He served with
McCrory/T. G. & Y. from 1967 until joining the Company in 1992.
Mr. Humphrys became Vice President--Merchandise Development in
March 1992. He has worked for the Company since 1971 and has held
a variety of positions in merchandising.
<PAGE>9
Mr. Jensen joined the Company in his current capacity--Vice
President Information Resources--in April, 1994. Prior to joining
the Company, he served as Vice President of Management Information
Systems for OW Office Warehouse, Inc., from 1991 until 1994. Prior
to that he was Director of MIS for K's Merchandise Mart from 1990
to 1991, a Management Consultant for Retail Management Consulting
from 1987 to 1990, and Consultant and Vice President of MIS for
Wickes Companies, Inc. from 1985 to 1987. Mr. Jensen began his
career in MIS with Manville Corporation in 1970, where he held
various positions, including Vice President of Information Services
from 1982 to 1985.
Mr. Northcutt became Vice President--Human Resources in March
1992. He joined the Company in May, 1988 as Director of Training
and was subsequently promoted to Director of Human Resources.
Prior to joining the Company, he served as Director of Human
Resources for Begley Co., Richmond, Kentucky, from 1985 to 1988.
Mr. Stelmach joined the Company in June 1989 as Vice President
Merchandising/Operations and was named Executive Vice President,
Operations in 1993. Prior to that he was President and Chief
Operating Officer of Fred's Stores/Baddour, Inc. where he held
various senior management positions since 1986. Before joining
Fred's, Mr. Stelmach was Senior Vice President of Howard's Discount
in Monroe, Louisiana from 1984-1986 and Senior Vice President of
Grand Central/Fred Meyer, in Salt Lake city, Utah from 1980 to
1984. Mr. Stelmach began his retailing career in 1965 with Target
Stores, Inc. where he held various operating management positions.
Mr. Voss joined the Company in his current capacity--Executive
Vice President, Merchandising--September, 1993. Prior to joining
the Company, he served as President & CEO of Gramex Corporation
from February, 1991 to July, 1993. Before joining Gramex
Corporation, Mr. Voss was Executive Vice President for Staples,
Inc., from February, 1990 until February, 1991. Mr. Voss began his
retailing career in 1975 with WalMart Stores, Inc., where he held
various senior management positions until 1990.
<PAGE>10
Item 2. Properties
As of January 31, 1994, the Company operated 1,800 retail
stores located in states as follows:
<TABLE>
<CAPTION>
STATE NUMBER OF STORES STATE NUMBER OF STORES
<S> <C> <C> <C>
Alabama 61 Mississippi 53
Arkansas 58 Missouri 128
Delaware 8 Nebraska 13
Florida 148 North Carolina 50
Georgia 81 Ohio 82
Illinois 111 Oklahoma 62
Indiana 108 Pennsylvania 72
Iowa 47 South Carolina 30
Kansas 39 Tennessee 160
Kentucky 149 Texas 77
Louisiana 70 Virginia 104
Maryland 28 West Virginia 61
</TABLE>
Substantially all of the Company's stores are on leased
premises. The individual store leases vary as to their respective
terms, rental provisions and expiration dates. In 1994, the
Company's total rental expenses were approximately $34,351,000 or
about $3.20 per square foot of selling space. Leases for
approximately 323 locations contain options to renew for additional
terms ranging from one to five years. It is the Company's policy
to negotiate short-term leases so that it can adjust quickly to
shifts in population and business centers. As of January 31, 1994,
the Company's stores had an average remaining lease life of 25
months.
The Company owns a distribution complex and its administrative
offices in Scottsville, Kentucky. The Company's total warehouse
area in Scottsville,
<PAGE>11
Kentucky is approximately 590,000 square feet. The Company also
owns a distribution center containing approximately 500,000 square
feet in Homerville, Georgia, which includes an expansion of 250,000
additional square feet substantially completed in the third quarter
of 1993. In February 1994, the Company announced plans to open a
new 500,000 square foot distribution center near Ardmore, Oklahoma.
This facility is expected to be fully operational in early calendar
1995.
The Company also maintains executive offices in approximately
20,000 square feet of leased space at 104 Woodmont Boulevard,
Nashville, Tennessee. The Company's five-year lease runs to
September, 1996.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the
Company or any of its subsidiaries is a party, or to which any of
its property is subject.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to shareholders during the fourth
quarter ended January 31, 1994.
<PAGE>12
PART II
Item 5. Market for the Registrant's Common Stock and Related
Security Holder Matters
The Company's Common Stock is traded on the Nasdaq Stock
Market under the symbol "DOLR." The range of the high and low
closing prices of its stock for each full quarter during the two
most recent fiscal years, as reported in the automated quotation
system, is shown in the table below. Prices have been restated to
reflect a five-for-four stock split distributed April 15, 1994.
As of April 14, 1994, the Company had approximately 3,100
shareholders of record.
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
FISCAL YEAR QUARTER QUARTER QUARTER QUARTER
<S> <C> <C> <C> <C>
HIGH $18 1/2 $21 3/4 $26 1/2 $24
LOW 13 5/8 15 3/4 18 3/4 18 5/8
DIVIDEND AS
DECLARED .05 .05 .05 .05
</TABLE>
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
<S> <C> <C> <C> <C>
HIGH $11 5/8 $11 5/8 $13 5/8 $15 1/2
LOW 9 1/2 9 5/8 11 1/4 12 3/4
DIVIDEND AS
DECLARED .05 .05 .05 .05
</TABLE>
<PAGE>13
Item 6. Selected Financial Data
FIVE-YEAR SUMMARY (Dollars in thousands except per share amounts
and operating data)
<TABLE>
<CAPTION>
January January January January January
Summary of Operations: 31, 1994 31,1993 31,1992 31,1991 31, 1990
<S> <C> <C> <C> <C> <C>
Net Sales $1,132,995 $920,698 $754,426 $653,151 $615,148
Gross Profit $ 325,998 $267,109 $215,481 $187,388 $180,729
Income before Taxes on Income $ 78,004 $ 58,222 $ 34,680 $ 23,087 $ 20,320
Net Income $ 48,557 $ 35,574 $ 21,502 $ 14,616 $ 12,377
Net Income as a % of Sales 4.3 3.9 2.9 2.2 2.0
Per Common Share Results:
Net Income per share(a) $ 1.13 $ 0.84 $ 0.52 $ 0.37 $ 0.32
Net Income per share(b) $ 0.90 $ 0.67 $ 0.42 $ 0.30 $ 0.25
Cash Dividends per Share
As Declared $ 0.20 $ 0.20 $ 0.20 $ 0.20 $ 0.20
As adjusted(b) $ 0.16 $ 0.12 $ 0.12 $ 0.12 $ 0.12
Weighted Average Shares(000)(a) 43,060 42,436 41,111 39,338 39,226
Weighted Average Shares(000)(b) 53,825 53,045 51,389 49,172 49,033
Financial Position:
Assets $ 397,237 $316,394 $237,346 $207,737 $193,790
Long-term Obligations $ 5,711 $ 7,013 $ 8,314 $ 11,834 $ 6,824
Shareholders' Equity $ 240,717 $189,765 $150,986 $131,717 $120,640
Inventory Turn 3.1 2.7 2.6 2.5 2.7
Return on Avg. Assets (%) 13.6 12.9 9.7 7.3 6.1
Return on Avg. Equity (%) 22.6 20.9 15.2 11.6 10.7
Operating Data:
Company Owned Stores at End of
Period 1,800 1,617 1,522 1,461 1,378
Franchised Stores at End of
Period 13 14 14 15 16
Year-end Selling Sq.Feet(000) 10,724 9,341 8,522 8,085 7,682
Average Selling Sq.Feet(000) 9,856 8,975 8,290 7,857 7,516
Sales per Average Sq. Foot $115 $103 $91 $83 $82
Hardgoods Sales % 65 64 60 55 56
Softgoods Sales % 35 36 40 45 44
(a)Before adjustment for April 15, 1994, five-for-four stock split.
(b)As adjusted to give retroactive effect to the April 15, 1994, five-for-four split
</TABLE>
<PAGE>14
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following text contains references to years 1994, 1993 and
1992 which represent fiscal years ended January 31, 1994, 1993 and
1992, respectively.
GENERAL
Several significant programs implemented or continued during
1994 enabled the Company to exceed the $1 billion sales level and
to achieve for the third consecutive year double digit same-store
sales gains and record earnings. Increasing significantly the
number of new store openings, introducing chain-wide electronic
cash registers, continuing emphasis on our everyday low pricing
strategy and further improving our stores' in-stock levels were the
principal reasons for the Company's success this year.
Importantly, we expect that each of these programs will continue to
improve our service to our customers and to contribute to the
Company's future performance.
Early in 1994, the Company reorganized its new-store development
effort and expanded its real estate training program. It created a
powerful partnership between more than 100 district managers and 6
real estate representatives. The resulting teamwork enabled the
Company to open 251 new stores during the year, the highest number
ever. The Company also closed 68 of its least profitable stores
during the year.
<TABLE>
<CAPTION>
STORES OPENED
1ST QRTR 2ND QRTR 3RD QRTR 4TH QRTR TOTAL
<S> <C> <C> <C> <C> <C>
1994 53 58 81 59 251
1993 41 37 35 33 146
1992 29 26 33 30 118
</TABLE>
In 1994, the Company completed the first of two planned
improvements in its information technology for store operations.
After testing various electronic cash registers in many of its
stores during 1993, the Company selected the Omron 3510 register
for use in all of its stores. In the summer of 1994, Omron
registers were installed chain-wide. These registers simplify
several aspects of store operations and permit better inventory
management. Customer checkout and register closeout procedures
have been simplified. Sales by department and bank deposits are
reported electronically each day thereby eliminating time-consuming
paperwork for the store staff and improving cash management. If
warranted, these registers can be upgraded to capture stock keeping
unit information at the point of sale.
The second planned technological improvement for store operations
is the introduction of hand-held scanners in the stores to permit
faster and more accurate receipt and ordering of merchandise,
payroll reporting, inventory counts and delivery-trailer security.
Testing of the Symbol hand-held scanners is nearly complete. The
Company plans to have these scanners fully operational in all
stores in the first half of fiscal 1995.
In an effort to improve profitability, and as a result of the
Company's strategy of offering everyday low prices as opposed to
periodic "sale" pricing, the Company again reduced the number of
its advertising circulars. Management believes that each reduction
in the number of advertising circulars results in only a temporary
reduction of same-store sales. In fiscal 1995, the Company will
again distribute 4 circulars. To ensure maximum impact, circulars
were mailed and will continue to be "solo" mailed to current and
prospective customers as opposed to the past practice of combining
the Company circulars with the mailings of other retailers in
newspapers.
<PAGE>15
<TABLE>
<CAPTION>
Advertising as a Sales Store
Circulars of Sales Sales Growth
<S> <C> <C> <C>
1994 4 1.3% 12.7%
1993 5 1.5% 15.5%
1992 6 1.7% 11.2%
1991 7 2.0% 1.7%
1990 9 2.0% (1.2%)
1989 11 2.5% 4.5%
1987 13 3.0% 2.3%
</TABLE>
RESULTS OF OPERATIONS
The following table sets forth certain items in the consolidated
statements of income expressed as a percentage of net sales for the
periods indicated.
<TABLE>
<CAPTION>
Fiscal year ended January 31
1994 1993 1992
Net Sales 100.0% 100.0% 100.0%
<S> <C> <C> <C>
Gross profit 28.8 29.0 28.6
Selling,general and
administrative exp. 21.7 22.4 23.6
Interest expense 0.2 0.3 0.4
Income before taxes on income 6.9 6.3 4.6
Provision for taxes on income 2.6 2.4 1.7
Net income 4.3% 3.9% 2.9%
</TABLE>
Net Sales - Net sales for 1994 totaled $1,133.0 million, an
increase of 23.1%, or $212.3 million more than the 1993 level of
$920.7 million. The increase was the result of sales from 183 net
new stores opened during the year and same-store sales increasing
12.7%. The Company defines same-stores as those that were opened
before the beginning of the prior fiscal year and that have been
open throughout both the prior and current fiscal years.
Management believes the same-stores sales increase is primarily the
result of better basic merchandise in-stock positions in the
stores, improved item merchandising, and selected price rollbacks
(markdowns). The price reductions made in softgoods were primarily
in ladies apparel, shoes, lingerie and infants apparel. The price
reductions in hardgoods were mainly in housewares and hardware.
The sales mix during 1994 shifted slightly toward hardgoods which
comprised 64.7% of sales compared with 63.9% in 1993. For the
third consecutive year, the realized gross margin of hardgoods
exceeded that of softgoods in 1994 by 2.8%. While the Company
currently has no target sales mix, we believe that the softgoods
price reductions made in 1994 and planned for fiscal 1995, better
item selection and continued focus on basic apparel may increase
the proportion of softgoods sold.
Net sales for 1993 equaled $920.7 million, up $166.3 million or
22.0%, from 1992 sales of $754.4 million. The increase resulted
from the net addition of 95 stores during 1993 and a 15.5% increase
in same-store sales.
<PAGE>16
Gross Profit - Gross profit for 1994 was $326.0 million, compared
to $267.1 million and $215.5 million for 1993 and 1992,
respectively. Gross profit as a percentage of sales was 28.8% in
1994 versus 29.0% in 1993. This slight decrease of 0.2% was due
principally to higher distribution expenses, in part related to the
operation of a seasonal warehouse during the second and third
quarters, increased price reductions (markdowns), and higher
inventory shrinkage. These factors more than offset a higher
beginning inventory margin and a larger year-end LIFO credit
inventory in 1994.
Gross profit for 1993 was 29.0% of sales compared to 28.6% in 1992.
This increase was mainly the result of lower shrinkage and a small
retail last in, first out (LIFO) inventory credit versus a small
charge in 1992.
Selling, General and Administrative Expenses - Selling, general and
administrative expenses for 1994 were $245.8 million, or 21.7% of
sales, compared to $206.2 million, or 22.4% of sales in 1993. Total
expenses increased 19.2% principally as a result of higher salaries
and incentive compensation, rent, depreciation and supplies
expenses. The 1994 expense-to-sales ratio is the lowest since
1984. Salary, rent and advertising expenses all declined as a
percentage of sales as a result of tight control of overhead and
the significant sales increase for the year. These decreases more
than offset the increases in depreciation and supplies as a
percentage of sales due to the greater number of stores and the
operation of the expanded Homerville, Georgia distribution center
for the entire year.
Selling, general and administration expenses of $206.2 million in
1993 represented an increase of 16.1% from $177.7 million in 1992.
This increase was the result of higher incentive compensation,
including two new bonus programs implemented in 1993 for assistant
store managers and all support employees not previously eligible
for annual incentive bonuses. Rent expense also rose as a result
of the 95 net new stores and increased contingent rent due to
higher sales.
Selling, general and administrative expenses in 1992 reflected an
increase of 11.5% from $159.3 million in 1991. This increase was a
result of sales from 61 net new stores opened during 1992 and
increased same-store expenses. As a percentage of sales, selling,
general and administrative expenses decreased to 23.6% in 1992 from
24.4% in 1991. This reduction resulted principally from the 11.2%
increase in same-store sales exceeding the 5.3% increase in same-
store expenses.
Interest Expense - Interest expense decreased 17.4% to $2.2 million
in 1994 from $2.7 million in the prior year. This decrease
resulted from lower interest rates and the resolution of an income
tax issue for which the Company had been accruing interest. Daily
average total debt outstanding equaled $41.4 million in 1994 versus
$38.0 million in 1993. Interest expense declined 15.3% to $2.7
million in fiscal 1993 from $3.1 million in 1992. The decrease
resulted from lower interest rates.
Provision for Taxes on Income - The effective income tax rates for
1994, 1993 and 1992 were 37.8%, 38.9% and 38.0%, respectively. The
decrease in the 1994 rate was due mainly to the resolution of
certain income tax issues and changes in state income tax
apportionment rates. These changes more than offset the increase
in the Federal statutory rate and a lower benefit from Targeted
Jobs Tax Credits.
Return on Equity and Assets - The ratio of net earnings to average
shareholders equity was 22.6% in 1994 as compared to 20.9% and
15.2% in 1993 and 1992, respectively. Return on average assets
increased to 13.6% in 1994 from 12.8% in 1993 and 9.7% in 1992.
These improvements resulted from higher earnings.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows from Operating Activities - Net cash provided by
operations equaled $36.2 million 1994, a decrease of $6.6 million,
or 15.3%, from the 1993 amount. This decrease was due primarily to
smaller increases in trade accounts payable
<PAGE>17
related to greater merchandise imports and accrued expenses. The
timing of income tax payments also contributed to the decrease. The
$43.2 million net increase in inventories was largely offset by the
increases in trade accounts payable and accrued expenses, $17.0
million and $10.2 million, respectively. The higher level of
inventory was the result of the addition of 183 net new stores,
more in-transit import merchandise and improved in-stock position
in the stores. Trade accounts payable increased mainly due to
higher inventory levels, and accrued expenses increased primarily
due to accruals for workers' compensation claims and incentive
compensation.
Inventories rose by $44.1 million in 1993 principally as a result
of opening 95 net new stores. The 1993 increase in accrued
expenses resulted mainly from higher workers' compensation and
incentive compensation accruals.
Working Capital - Working capital increased to $166.8 million from
$138.7 million, an increase of 20.2%. The 1994 year-end current
ratio equaled 2.1 compared to 2.2 for 1993 as a result of
proportionately greater increases in trade accounts payable and
accrued expenses versus the increase in merchandise inventories.
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Cash & cash equivalents $ 35,365 $ 25,046 $ 7,947
Working capital (000) $166,785 $138,711 $117,157
Current ratio 2.1 2.2 2.6
Inventory turn 3.1 2.7 2.6
</TABLE>
Cash Flows from Investing Activities - Capital expenditures in 1994
totaled $35.0 million compared to $25.7 million in 1993.
Expenditures for new, relocated and remodeled stores increased to
$20.8 million from $12.4 million in 1993. During 1994, the Company
opened 251 new stores and relocated or remodeled 277 stores. The
1994 increase also included $4.8 million for the chain-wide
installation of Omron electronic cash registers, $1.8 million for
delivery trailers, $2.5 million for store fixtures, and $1.4
million for office expansion and remodeling. In 1993, the Company
opened 146 new stores and relocated or remodeled 216 stores.
Capital expenditures that year also included $8.5 million for the
expansion of the Homerville distribution center and $2.0 million
for store fixtures.
Capital expenditures during 1993 equaled $24.7 million compared to
$12.8 million during 1992. The increase in capital expenditures
was due to $8.5 million spent to double the capacity and increase
automation of the Homerville, Georgia distribution center and the
opening of 146 new stores and remodeling of 216 existing stores
versus 119 openings and 186 remodels in 1992.
Capital expenditures during fiscal 1995 are estimated to be $55.0
million. This amount will include $20.0 million for the new
distribution center to be built in Ardmore, Oklahoma, opening
approximately 250 new stores, and a number of technology
improvements including equipping all stores with Symbol hand-held
scanners. The Company expects that its capital expenditure
requirements will be met through internally generated funds
supplemented by short-term borrowings
<PAGE>18
and the possible issuance of long-term debt. Capital expenditures
in the last three years are summarized below (amounts in thousands
except number of stores):
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
New stores $12,478 $ 6,146 $ 4,013
Number of stores 251 146 119
Remodels/relocations $ 8,331 $ 4,301 $ 4,033
Number of stores 277 216 186
Omron registers $ 4,843 0 0
Distribution centers 0 $10,941 $ 2,322
Retail store property $ 1,291 0 0
Other $ 8,027 $ 3,276 $ 2,432
Total $34,970 $24,664 $12,800
</TABLE>
Cash Flows from Financing Activities - Total debt (including
current maturities and short-term borrowings) at year end equaled
$25.0 million in 1994, $18.3 million in 1993, and $22.5 million in
1992. Long-term debt at year end was $5.7 million, a decrease of
$1.3 million from 1993. Total debt (including current maturities
and short-term borrowings) to equity increased slightly to 10.4%
from the 1993 level of 9.7%.
Because of the large impact of seasonal buying (e.g., Christmas and
back-to-school purchases), the Company's working capital
requirements vary significantly during the year. These working
capital requirements are financed by short-term borrowings under
the Company's $65.0 million revolving credit-term loan agreement
and its short-term bank lines of credit which totaled $35.0 million
at year-end 1994.
Seasonal working capital requirements will continue to be serviced
through cash flow provided by operating activities supplemented by
the revolving credit/term loan facility and credit lines mentioned
above.
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Total debt/equity 10.4% 9.7% 14.9%
Long-term debt/equity 2.4% 3.7% 5.5%
Average daily use of debt:
Short-term (000) $34,102 $29,323 $22,750
Long-term (000) $ 7,335 $ 8,661 $10,577
Total (000) $41,437 $37,984 $33,327
Maximum outstanding
Short-term debt (000) $70,909 $57,000 $48,400
</TABLE>
Common Stock - Common stock issued during 1994 totaled 18,856,000
shares valued at $9.4 million. Comparable figures in 1993 were
11,661,000 shares and $5.8 million. All common stock issued in
both years was related to declared stock splits. Shares of
treasury stock were reissued in transactions with the employee
stock ownership pension plan and the employee stock incentive plan.
No preferred shares have been issued.
Effects of Inflation, Changing Prices and Legislative Initiatives -
Although the Company has experienced increases in certain selling,
general and administrative expenses in 1994, 1993 and 1992, the
Company believes that inflation had a limited impact on its overall
operations during these fiscal years. In
<PAGE>19
particular, the effect of inflation on cost of goods sold has been
minimal as reflected by the small decline in LIFO reserves in 1994
and 1993 and the small increase in 1992.
The Company continues to monitor legislative initiatives proposed
by the current administration which may adversely affect the entire
business community, and if passed, could increase the Company's
operating costs.
<PAGE>20
Item 8. Financial and Supplementary Data
CONSOLIDATED BALANCE SHEETS
for the years ended January 31, 1994 and 1993
(Dollars in thousands)
<TABLE>
<CAPTION>
Assets 1994 1993
<S> <C> <C>
Current assets
Cash and cash equivalents $ 35,365 $ 25,046
Merchandise inventories 260,042 216,843
Deferred income taxes 9,664 7,635
Other current assets 8,397 6,197
Income taxes 1,563 0
Total current assets 315,031 255,721
Property and equipment, at cost:
Land 266 219
Buildings 23,062 20,970
Furniture, fixtures and equipment 101,499 72,326
124,827 93,515
Less accumulated depreciation 47,322 37,373
77,505 56,142
Other assets 4,701 4,531
397,237 316,394
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt 1,302 1,300
Short-term borrowings 18,000 10,000
Accounts payable 81,038 64,025
Accrued expenses 47,906 37,670
Income taxes 0 4,015
Total current liabilities 148,246 117,010
Long-term debt 5,711 7,013
Deferred income taxes 2,563 2,606
Commitments
Shareholders' equity:
Common stock, par value $.50 share:
Shares authorized: 100,000,000
Issued: 1994-54,497,000; 1993-35,641,000 27,248 17,820
Additional paid-in capital 65,857 57,246
Retained earnings 151,165 119,580
244,270 194,646
Less treasury stock, at cost:
Shares: 1994-1,746,000; 1993-2,900,000 3,553 4,881
Total shareholders' equity $ 240,717 $ 189,765
$ 397,237 $ 316,394
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>21
CONSOLIDATED STATEMENTS OF INCOME
for the years ended January 31, 1994, 1993 and 1992
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
1994 1993 1992
% of % 0f % of
Net Net Net
Amount Sales Amount Sales Amount Sales
<S> <C> <C> <C> <C> <C> <C>
Net Sales $1,132,995 100.0% $920,698 100.0% $754,426 100.0%
Cost of goods sold 806,997 71.2 653,589 71.0 538,945 71.4
Gross Profit 325,998 28.8 267,109 29.0 215,481 28.6
Selling, general and administrative 245,802 21.7 206,233 22.4 177,668 23.6
Operating profit 80,196 7.1 60,876 6.6 37,813 5.0
Interest expense 2,192 0.2 2,654 0.3 3,133 0.4
Income before taxes on income 78,004 6.9 58,222 6.3 34,680 4.6
Provisions for taxes on income 29,447 2.6 22,648 2.4 13,178 1.7
Net income $ 48,557 4.3 $ 35,574 3.9 $ 21,502 2.9
Net income per common share $1.13 $0.84 $0.52
Weighted average number of common
shares outstanding (000) 43,060 42,436 41,111
As adjusted to give retroactive effect to
the five-for-four stock split distributed
April 15, 1994:
Net income per common share $0.90 $0.67 $0.42
Weighted average number of common shares
outstanding (000) 53,825 53,045 51,389
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>22
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the years ended January 31, 1994, 1993 and 1992
(Dollars in thousands)
<TABLE>
<CAPTION>
Common Additional Treasury
Stock Paid-in Retained Stock
Amount Capital Earnings Amount
<S> <C> <C> <C> <C>
Balances, January 31, 1991 $11,070 $21,676 $ 105,443 $ 6,472
Net income 21,502
11-for-10 stock dividend, July 1, 1991 920 26,676 (27,596)
Cash dividends, $.20 per share ( 3,983)
Reissuance of treasury stock under
employee stock incentive plans
(247,191 shares) ( 221) ( 420)
Tax benefit from exercise of options 1,332
Transfer to employee pension plan
(24,085 shares) 179 ( 40)
Balances, January 31, 1992 $11,990 $49,642 $ 95,366 $ 6,012
Net income 35,574
5-for-4 stock split, April 15, 1992 2,556 ( 2,556)
5-for-4 stock split, Feb. 26, 1993 3,274 ( 3,274)
Cash dividends, $.20 per share ( 5,530)
Reissuance of treasury stock under
employee stock incentive plans
(634,779 shares) 3,832 (1,114)
Tax benefit from exercise of options 3,672
Transfer to employee pension plan
(10,221 shares) 220
( 17)
Other ( 120)
Balances, January 31, 1993 $17,820 $57,246 $ 119,580 $ 4,881
Net income 48,557
5-for-4 stock split, August 23, 1993 4,150 ( 4,150)
5-for-4 stock split, April 5, 1994 5,278 ( 5,278)
Cash dividends, $.20 per share ( 7,544)
Reissuance of treasury stock under
employee stock incentive plans
(790,104, shares) 2,474 (1,306)
Tax benefit from exercise of options 5,796
Transfer to employee pension plan
(12,979 shares) 341 ( 22)
Balances, January 31, 1994 $27,248 $65,857 $ 151,165 $ 3,553
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>23
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended January 31, 1993 and 1992
(Dollars in thousands)
<TABLE>
<CAPTION> 1994 1993 1992
<S> <C> <C> <C>
Cash flows from operating activities:
Net Income $48,557 $35,574 $21,502
Adjustments to reconcile net income to net
cash provided by operating acitvities:
Depreciation and amortization 11,729 8,229 6,681
Deferred income taxes ( 2,072) ( 2,343) ( 1,899)
Change in operating assets and liabilities:
Merchandise inventories (43,199) (44,088) (17,963)
Accounts payable 17,013 26,243 6,295
Accrued expenses 10,236 14,637 7,567
Income taxes 5,578) 3,713 ( 6,294)
Other ( 490) 748 1,429
Net cash provided by operating activities 36,196 42,713 17,318
Cash flows used in investing activities:
Purchase of property and equipment (34,970) (24,664) (12,800)
Net cash used in investing activities (34,970) (24,664) (12,800)
Cash flows used in financing activities:
Issuance of short-term borrowings 62,009 51,320 44,203
Repayments of short-term borrowings (54,009) (54,177) (38,584)
Repayments of long-term debt ( 1,300) ( 1,298) ( 3,812)
Payment of cash dividends ( 7,544) ( 5,530) ( 3,983)
Proceeds from exercise of stock options 3,780 4,946 199
Tax benefit from stock option exercises 5,796 3,672 1,332
Other 361 117 219
Net cash provided by (used in) financing
activities 9,093 ( 950) ( 426)
Net increase in cash and cash equivalents 10,319 17,099 4,092
Cash and cash equivalents, beginning of year 25,046 7,947 3,855
Cash and cash equivalents, end of year $35,365 $25,046 $ 7,947
Supplemental cash flow information
Cash paid during year for:
Interest $ 1,980 $ 2,007 $ 3,416
Income taxes $31,542 $17,524 $19,472
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting Policies:
The Company sells general merchandise on a retail basis almost
exclusively through company-owned stores. Its significant
accounting policies follow:
Basis of presentation - The following notes contain references to
years 1994, 1993 and 1992 which represent fiscal years ended
January 31, 1994, January 31, 1993 and January 31, 1992. The
consolidated financial statements include all subsidiaries.
Intercompany transactions have been eliminated.
Cash and cash equivalents - Cash and cash equivalents include
highly liquid investments with an original maturity of three months
or less.
Inventories - Inventories are stated at cost, using the retail
last-in, first- out (LIFO) method which is not in excess of market.
The excess of current cost over LIFO cost was $27.0 million and
$28.3 million at January 31, 1994, and 1993, respectively. The
LIFO reserves decreased by $1.3 million in 1994 and $0.7 million in
1993, and increased by $0.3 million in 1992.
Preopening costs - Preopening costs for new stores are expensed as
incurred.
Property and equipment - Property and equipment are recorded at
cost. The Company provides for depreciation of buildings and
equipment on a straight line basis over the following estimated
useful lives: buildings, 25 to 39 years; furniture, fixtures and
equipment, 5 to 10 years. Depreciation expense was $11.6 million,
$8.1 million, and $6.5 million in 1994, 1993 and 1992,
respectively.
Insurance claims provisions - The Company retains a portion of the
risk for its workers' compensation, employee health insurance,
general liability and automobile coverage. Accordingly, provisions
are made for the Company's actuarially determined estimates of
future claim costs for such risks. To the extent that subsequent
claim costs vary from those estimates, current earnings are charged
or credited.
Net income per common share - Net income per common share is based
on the weighted average number of shares of common stock
outstanding during each year, after giving effect to the five-for-
four stock split paid on September 17, 1993, and to the assumed
exercise of all dilutive stock options using the treasury stock
method. Net income per common shares is also presented in the
accompanying consolidated statements of income on an adjusted
basis, which gives retroactive effect to a five-for-four stock
split declared March 21, 1994 for shareholders of record on April
5, 1994, and paid on April 15, 1994.
2. Cash and Short-Term Borrowings:
The cash management system provides for daily investments of
available balances and the funding of outstanding checks when
presented for payment.
Outstanding but unpresented checks totaling $36.3 million and $31.8
million at January 31, 1994, and 1993, respectively, have been
included in accounts payable. Upon presentation for payment, they
will be funded through available cash balances or the revolving
credit/term loan agreement.
The Company had lines of credit with banks totaling $35.0 million
at January 31, 1994, and $30.0 million at January 31, 1993. The
lines are available for general corporate purposes and are subject
to periodic review by the lending institutions which may increase
or decrease the amounts available. There were no borrowings
outstanding under these lines at January 31, 1994, and January 31,
1993. Additionally, the Company had an $85.0 million facility at
January 31, 1994 and a $45.0 million facility at January 31, 1993
available for the issuance of letters of credit. At January 31,
1994, and January 31, 1993, the Company had outstanding letters of
credit totaling $67.9 million and $40.4 million, respectively.
<PAGE>25
The Company also has a $65.0 million revolving credit/term loan
agreement to be used for seasonal working capital requirements
which expires in 1995. Borrowings under this facility were $18.0
million and $10.0 million at January 31, 1994, and 1993,
respectively. Interest rates on amounts borrowed under this
agreement can float with the prime commercial lending rate or can
be fixed not to exceed the New York certificate of deposit rate
plus 0.7%, the Adjusted Eurodollar rate plus 0.45%, or the Banker's
Acceptance rate plus 0.45%, all for periods up to six months. The
applicable interest rates were 3.9% and 3.6% at January 31, 1994,
and 1993, respectively.
3. Accrued Expenses:
Accrued expenses consist of the following:
<TABLE>
<CAPTION>
(in thousands) 1994 1993
<S> <C> <C>
Compensation and benefits $15,011 $11,522
Taxes (other than taxes on income) 6,358 4,833
Insurance 19,907 15,201
Other 6,630 6,114
$47,906 $37,670
</TABLE>
4. Income Taxes:
The provision for taxes consists of the following:
<TABLE>
<CAPTION>
(in thousands) 1994 1993 1992
<S> <C> <C> <C>
Currently payable:
Federal $27,680 $20,935 $12,203
State 3,839 4,056 2,874
31,519 24,991 15,077
Deferred:
Federal (1,752) (1,944) (1,597)
State (320) (399) (302)
(2,072) (2,343) (1,899)
$29,447 $22,648 $13,178
</TABLE>
<PAGE>26
Deferred tax expense (credit) is recognized for the future tax
consequences of temporary differences between the amounts reported
in the Company's financial statements and the tax basis of its
assets and liabilities. Primary differences giving rise to the
Company's deferred tax assets and liabilities are as follows:
<TABLE>
<CAPTION>
1994 1993
(in thousands) Assets Liabilities Assets Liabilities
<S> <C> <C> <C> <C>
Inventory $1,134 $1,114
Property and
equipment $2,563 $2,606
Accrued insurance 8,129 6,202
Other 401 319
$9,664 $2,563 $7,635 $2,606
</TABLE>
Reconciliation of the federal statutory rate and the effective
income tax rate follows:
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Federal statutory rate 35.0% 34.0% 34.0%
State income taxes, net of federal
income tax benefit 3.0 4.1 4.3
Tax credits (0.4) (0.8) (0.8)
Other 0.2 1.6 0.5
Effective income tax rate 37.8% 38.9% 38.0%
</TABLE>
5. Long-Term Debt:
Long-term debt consists of the following:
<TABLE>
<CAPTION>
(in thousands) 1994 1993
<S> <C> <C>
6.7% in 1994 and 1993 industrial
revenue bonds payable through 1998 $2,000 $2,500
3.86% (LIBOR plus 0.5%) in 1994 and 3.75%
(LIBOR plus 0.5%) in 1993 mortgage note payable
to Kentucky Development Finance Authority
through 1998 4,666 5,444
Other 347 369
7,013 8,313
Less current portion 1,302 1,300
$5,711 $7,013
</TABLE>
<PAGE>27
Certain loan agreements contain restrictive covenants which, among
other things, require the Company to maintain minimum amounts of
tangible net worth and working capital and restrict capital
expenditures, repurchases of capital stock and additional
borrowings.
Approximate maturities on long-term obligations in the years ending
January 31, 1995, through 1999 are $1.3 million each year.
6. Commitments:
At January 31, 1994, the Company and certain subsidiaries were
committed for retail store space under noncancelable operating
lease agreements, requiring annual rental payments of (in
millions): 1995, $26.4; 1996, $18.9; 1997, $11.6; 1998, $5.6;
1999, $2.2 and $0.1 in later years. Approximately one-half of such
leases include renewal options for periods ranging from two to five
years, and provisions for contingent rentals based upon a
percentage of defined sales volume.
Rent expense under all operating leases was as follows:
<TABLE>
<CAPTION>
(in thousands) 1994 1993 1992
<S> <C> <C> <C>
Minimum rentals $28,104 $24,403 $23,617
Contingent rentals 6,247 6,063 3,311
$34,351 $30,466 $26,928
</TABLE>
7. Employee Benefits:
The Company has a noncontributory defined contribution retirement
plan covering substantially all employees. Pension expense was
approximately $2.6 million, $1.6 million and $1.8 million, for
1994, 1993 and 1992, respectively. The Company funds all pension
costs as accrued.
8. Capital Stock:
The authorized capital stock of the Company consists of common
stock and preferred stock. On June 8, 1992, the Company increased
the number of authorized shares of $0.50 par value common stock
from 45 million to 100 million. The Company also has authorized 5
million shares of preferred stock for which no series has been
designated and none has been issued. On August 23, 1993, the
Company's Board of Directors authorized for distribution on
September 17, 1993, a five-for-four stock split to shareholders of
record on September 3, 1993. On March 21, 1994, the Company's
Board of Directors authorized an additional five-for-four stock
split for distribution on April 15, 1994, to shareholders of record
on April 5, 1994.
<PAGE>28
9. Stock Option Plans:
The Company has stock option plans under which options to purchase
common stock may be granted to officers, directors and key
employees.
Plan activity (as adjusted for the April 15, 1994 five-for-four stock
split) is summarized below:
<TABLE>
<CAPTION>
Shares Under
Plan Option Price Per Share
<S> <C> <C> <C> <C>
Balance, January 31, 1991 2,543,592 $1.58 to $ 7.78
Granted 3,679,222 3.21 to 8.55
Exercised (1,074,970) 3.44 to 8.55
Canceled ( 858,983) 1.86 to 7.78
Balance, January 31, 1992 4,288,861 1.58 to 8.55
Granted 1,045,053 1.86 to 14.46
Exercised (1,285,256) 1.58 to 8.55
Canceled ( 421,230) 2.98 to 12.42
Balance, January 31, 1993 3,627,428 2.23 to 14.46
Granted 2,326,384 14.46 to 21.80
Exercised (1,105,355) 2.98 to 12.67
Canceled ( 191,458) 2.98 to 21.50
Balance, January 31, 1994 4,656,999 2.23 to 21.80
As of January 31, 1994, options for 635,388 shares are exercisable.
All unexercised options expire not later than the year 2004.
</TABLE>
<PAGE>29
10. Quarterly Financial Data (unaudited):
The following is a tabulation of selected unaudited quarterly
financial data for the fiscal years ended January 31, 1994, and
1993. Amounts are in thousands except per share data.
<TABLE>
<CAPTION>
Quarter First Second Third Fourth Year
1994:
<S> <C> <C> <C> <C> <C>
Net Sales $221,799 $255,564 $272,567 $383,065 $1,132,995
Gross Profit 62,489 73,006 79,705 110,798 325,998
Net Income 5,922 9,619 10,974 22,042 48,557
Net Income Per Share (a) 0.14 0.23 0.25 0.51 1.13
Net Income Per Share (b) 0.11 0.18 0.20 0.41 0.90
</TABLE>
<TABLE>
<CAPTION>
Quarter First Second Third Fourth Year
1993:
<S> <C> <C> <C> <C> <C>
Net Sales $188,565 $216,874 $223,522 $291,737 $ 920,698
Gross Profit 52,417 61,106 64,277 89,309 267,109
Net Income 3,865 6,713 8,263 16,733 35,574
Net Income Per Share (a) 0.10 0.16 0.19 0.39 0.84
Net Income Per Share (b) 0.08 0.13 0.15 0.31 0.67
(a) Before April 15, 1994 five-for-four stock split
(b) After April 15, 1994 five-for-four stock split
</TABLE>
Cost of goods sold was determined in the first, second and third
quarters utilizing estimates of inventory shrinkage, inflation and
markdowns. Cost of goods sold for the fourth quarter includes an
adjustment of these estimates based upon actual results. Such
adjustments decreased cost of goods sold by $0.8 million in 1994
and $5.4 million in 1993. In addition, selling, general and
administrative expenses in the fourth quarter have been increased
by $1.5 million and $1.3 million referable to incentive bonuses and
contingent rentals which were estimated during the first three
quarters during 1994 and 1993, respectively.
11. Subsequent Event
The Company's Board of Directors authorized on March 21, 1994, a
five-for-four stock split for shareholders of record on April 5,
1994, which was paid April 15, 1994.
<PAGE>30
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and
Board of Directors
Dollar General Corporation
Nashville, Tennessee
We have audited the accompanying consolidated balance sheets of
Dollar General Corporation and Subsidiaries as of January 31, 1994
and 1993, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three fiscal
years in the period ended January 31, 1994. We have also audited
the financial statement schedules listed in the index on page 32 of
this Form 10-K. These financial statements and financial statement
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principals used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Dollar General Corporation and Subsidiaries as of
January 31, 1994 and 1993, and the consolidated results of their
operations and their cash flows for each of the three fiscal years
in the period ended January 31, 1994 in conformity with generally
accepted accounting principles. In addition, in our opinion, the
financial statement schedules referred to above, when considered in
relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required
to be included therein.
Louisville, Kentucky
March 8, 1994, except as to the information presented
in Note eleven for which the date is April 15, 1994
<PAGE>31
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
Inapplicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information regarding directors is incorporated herein by
reference from the information contained on pages 4 through 7 and
page 23 of the Company's Proxy Statement relating to the Annual
Meeting of Stockholders to be held on June 6, 1994. Information
regarding the Company's executive officers is contained herein at
Part I.
Item 11. Executive Compensation
Information regarding executive compensation is incorporated
herein by reference from the information under the captions
"Executive Compensation" and "Election of Directors - Compensation
of Directors" in the Company's Proxy Statement relating to the
Annual Meeting of Stockholders to be held on June 6, 1994.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
This information is incorporated herein by reference from the
information under the captions "Security Ownership of Certain
Beneficial Owners" and "Security Ownership by Officers and
Directors" in the Company's Proxy Statement relating to the Annual
Meeting of Stockholders to be held on June 6, 1994.
Item 13. Certain Relationships and Related Transactions
This information is incorporated herein by reference from the
information under the caption "Transactions with Management and
Others" of the Company's Proxy Statement relating to the Annual
Meeting of Stockholders to be held on June 6, 1994.
<PAGE>32
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a)(1) Consolidated Financial Statements:
The following Financial Statements incorporated herein by
reference from Part II, Item 8 of this report:
Consolidated Balance Sheets, January 31, 1994 and 1993
Consolidated Statements of Income for the years ended
January 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows for the years ended
January 31, 1994, 1993 and 1992
Consolidated Statements of Shareholders' Equity for the
years ended January 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
Report of Independent Accountants
(2) Financial Statement Schedules:
Supplemental Schedule II-Amounts Receivable from Related
Parties,
and Underwriters, Promoters and Employees other than
Related Parties
Supplemental Schedule IX-Short Term Borrowings
Supplemental Schedule X-Supplementary Income Statement
Information
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions, are
inapplicable or the information is included in the Consolidated
Financial Statements, and therefore, have been omitted.
<PAGE>33
(3) Exhibits:
3 (a) Restated Articles of Incorporation, as amended
(incorporated by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year ended January 31,
1993)
3 (b) Bylaws as amended February 1, 1993 (incorporated by
reference to the Annual Report on Form 10-K for the
fiscal year ended January 31, 1993)
4 Articles V, VII and X of the Registrant's Articles of
Incorporation (included in Exhibit 3 (a))
10(a) Loan Agreement dated August 19, 1992, [as amended] by and
among Dollar General Corporation, Dolgencorp, Inc. and
NationsBank of North Carolina, N.A. (incorporated herein
by reference to the Annual Report on Form 10-K for the
fiscal year ended January 31, 1993)
MANAGEMENT CONTRACT OR COMPENSATORY PLANS
10(b) Dollar General Corporation 1988 Outside Directors' Stock
Option Plan, as amended, (incorporated herein by
reference to the Registrant's definitive Proxy Statement
for the Annual Meeting of Stockholders held June 13,
1989)
10(c) Dollar General Corporation 1989 Employee Stock Incentive
Plan, as amended (incorporated herein by reference to the
Registrant's definitive Proxy Statement for the Annual
Meeting of Stockholders held June 13, 1989)
10(d) 1993 Employee Stock Incentive Plan (incorporated herein
by reference to the Registrant's definitive Proxy
Statement for the Annual Meeting of Stockholders held
June 7, 1993)
10(e) 1993 Outside Directors' Stock Option Plan (incorporated
herein by reference to the Registrant's definitive Proxy
Statement for the Annual Meeting of Stockholders held
June 7, 1993)
11 Statement re: Computation of Earnings Per Share
22 Subsidiaries of the Registrant
23 Consent of Independent Accountants
(b) No report on Form 8-K was filed by the Company during the
last fiscal quarter.
<PAGE>34
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Date: April 27, 1994 By: /s/Cal Turner, Jr.
Cal Turner, Jr.,President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
Name Title Date
/s/Cal Turner, Jr. Chairman of the Board, April 27,
CAL TURNER, JR. President and Chief 1994
Executive Officer
(Principal Executive
Officer)
/s/C. Kent Garner Vice President and Chief April 27,
C. KENT GARNER Financial Officer 1994
(Principal Financial and
Accounting Officer)
/s/Cal Turner Director April 27,
CAL TURNER 1994
/s/Wallace N. Rasmussen Director April 27,
WALLACE N. RASMUSSEN 1994
/s/John B. Holland Director April 27,
JOHN B. HOLLAND 1994
/s/James D. Cockman Director April 27,
JAMES D. COCKMAN 1994
/s/William S. Wire, II Director April 27,
WILLIAM S. WIRE, II 1994
/s/James L. Clayton Director April 27,
JAMES L. CLAYTON 1994
/S/Reginald D. Dickson Director April 27,
REGINALD D. DICKSON 1994
/s/David M. Wilds Director April 27,
DAVID M. WILDS 1994
<PAGE>35
DOLLAR GENERAL CORPORATION
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES, AND
UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
(amounts in thousands)
<TABLE>
<CAPTION>
Balance at
Balance at January 31, 1994
January 31 Non-
Name of Debtor 1993 Additions Deductions Current Current
<S> <C> <C> <C> <C> <C>
Cal Turner, Jr. $105 --- $12 --- $93
Balance at
January 31, Non-
1992 Additions Deductions Current Current
Cal Turner, Jr. $116 --- $11 --- $105
Balance at
January 31, Non-
1991 Additions Deductions Current Current
Cal Turner, Jr. $128 --- $12 --- $116
$128 --- $12 --- $116
</TABLE>
Notes:
During 1986, the Company moved certain of its executive personnel
to Nashville, Tennessee. In connection with such relocation, the
Company agreed to make loans to assist in the purchase of new
homes. The loans are at 9% and are in the form of junior mortgages
secured by the houses. Each mortgage will be fully paid upon a 15-
year amortization of the loan. The borrower is liable for the
unpaid balance of the mortgage at all times. The Company will
forgive the amortized principal and interest annually, and such
amount will be included as income to the borrower. If such
individual leaves the Company prior the 15-year amortization of the
loan, the Company's agreement to forgive periodically mortgage
amounts will terminate. In the opinion of management, the loans
were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable
transactions with other persons, and do not involve more than the
normal risks of collectability or present other unfavorable
features.
S-1
<PAGE>36
DOLLAR GENERAL CORPORATION
SCHEDULE IX-SHORT TERM BORROWINGS
Years ended January 31, 1994, 1993 and 1992
(amounts in thousands)
<TABLE>
<CAPTION>
Maximum Average Weighted
Category Weighted Amount Amount Average
Aggregate Balance at Average Outstanding Oustanding Interest Rate
Short-Term End of Interest During the During the During the
Borrowings Year (A) Rate Year Year (B) Year(C)
<S> <C> <C> <C> <C> <C> <C>
1994:
Notes
payable to
Bank $18,000 3.90% $70,909 $34,102 3.77%
1993:
Notes
payable to
Bank $10,000 3.64% $57,000 $29,323 4.09%
1992:
Notes
payable to
Bank $12,587 4.81% $48,433 $22,750 6.52%
</TABLE>
(A) Notes payable to bank represent borrowings that are
reviewed periodically for renewal by the Company and have
a termination date of less than one year.
(B) The average amount outstanding during the period was
computed by dividing the total daily outstanding
principal by 365.
(C) The weighted average interest rate during the period was
computed based upon the sum of each individual borrowing
divided by total borrowings multiplied by each actual
interest rate.
S-2
<PAGE>37
DOLLAR GENERAL CORPORATION
SCHEDULE X-SUPPLEMENTARY INCOME STATEMENT INFORMATION
Years Ended January 31, 1994, 1993 and 1992
(amounts in thousands)
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Advertising Costs $15,127 $13,438 $13,088
Depreciation and amortization of
intangible assets $11,729 $ 8,229 $ 6,681
</TABLE>
Amount for maintenance and repairs is not presented as such amount
is less than 1% of total sales and revenues.
S-3
<PAGE>38
INDEX TO EXHIBITS
Exhibit
Number Description
3 (a) Restated Articles of Incorporation, as amended
(incorporated by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year ended January 31,
1993)
3 (b) Bylaws as amended February 1, 1993 (incorporated by
reference to the Annual Report on Form 10-K for the
fiscal year ended January 31, 1993)4 Articles V, VII and
X of the Registrant's Articles of Incorporation (included
in Exhibit 3 (a))
10 (a) Loan Agreement dated August 19, 1992, [as amended] by and
among Dollar General Corporation, Dolgencorp, Inc. and
NationsBank of North Carolina, N.A. (incorporated herein
by reference to the Annual Report on Form 10-K for the
fiscal year ended January 31, 1993)
MANAGEMENT CONTRACT OR COMPENSATORY PLANS
10 (b) Dollar General Corporation 1988 Outside Directors' Stock
Option Plan, as amended, (incorporated herein by
reference to the Registrant's definitive Proxy Statement
for the Annual Meeting of Stockholders held June 13,
1989)
10 (c) Dollar General Corporation 1989 Employee Stock Incentive
Plan, as amended (incorporated herein by reference to the
Registrant's definitive Proxy Statement for the Annual
Meeting of Stockholders held June 13, 1989)
10 (d) 1993 Employee Stock Incentive Plan (incorporated herein
by reference to the Registrant's definitive Proxy
Statement for the Annual Meeting of Stockholders held
June 7, 1993)
10 (e) 1993 Outside Directors' Stock Option Plan (incorporated
herein by reference to the Registrant's definitive Proxy
Statement for the Annual Meeting of Stockholders held
June 7, 1993)
11 Statement re: Computation of Earnings Per Share
22 Subsidiaries of the Registrant
23 Consent of Independent Accountants
Exhibit 11
DOLLAR GENERAL CORPORATION
COMPUTATION OF EARNINGS PER SHARE
Net Income Per Common Share
Net income per common share is based upon the actual weighted
average number of shares outstanding during each period plus the
assumed exercise of all dilutive stock options as follows:
<TABLE>
<CAPTION>
Years ended January 31
1994 1993 1992
<S> <C> <C> <C>
Actual weighted average number of
shares outstanding during the period 53,301 50,399 49,504
Equivalent number of shares
representing the dilutive effect of
stock options using the "treasury
stock method" 1,524 2,646 1,885
Weighted Average Shares 53,825 53,045 51,389
</TABLE>
The above amounts have been adjusted to reflect two five-for-four
stock splits. One was declared on August 23, 1993 to shareholders
of record September 3, 1993 and was paid on September 17, 1993.
The other was declared on March 21, 1994 to shareholders of record
on April 5, 1994 and was paid April 15, 1994.
Exhibit 21
DOLLAR GENERAL CORPORATION
List of Subsidiaries
<TABLE>
<CAPTION>
Name of Subsidiary State of Organization
<S> <C>
Dolgencorp, Inc. Kentucky
Dolgencorp, Inc. of Texas Kentucky
Dade Lease Management, Inc. Florida
Dollar General Indiana Partners Kentucky
</TABLE>
We consent to the incorporation by reference in the registration
statements of Dollar General Corporation on Form S-8 (Nos.33-23796,
33-31827, 33-51589 and 33-51591) of our report dated March 8, 1994,
except as to the information presented in Note 11 for which
the date is April 15, 1994 on our audits of the consolidated
financial statements and financial statement schedules of Dollar
General Corporation as of January 31, 1994 and 1993 and for the
years ended January 31, 1994, 1993 and 1992, which report is
included in this Annual Report on Form 10K.
COOPERS & LYBRAND
Louisville, Kentucky
April 27, 1994
