UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period of April 30, 1995
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 no.)
104 Woodmont Blvd.
Suite 500
Nashville, Tennessee 37205
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (615) 783-2000
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____.
The number of shares of common stock outstanding at April 30, 1995
was 67,942,306.
<PAGE>2
Dollar General Corporation
Form 10-Q
For the Quarter Ended April 30, 1995
Index
Part I. Financial Information Page No.
Item 1. Financial Statements (unaudited):
Consolidated Statements of Income
for the three months ended April 30,
1995 and 1994 3
Consolidated Balance Sheets as of
April 30, 1995, January 31, 1995 and
April 30, 1994 4
Consolidated Statements of Cash Flows
for the three months ended April 30, 1995
and 1994 5
Notes to Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8-9
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
<PAGE>3
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the three months ended April 30, 1995 and 1994
(in thousands except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
April 30, 1995 April 30, 1994
<S> <C> <C>
Net Sales $343,392 $287,086
Cost of goods sold 247,111 207,106
Gross Profit 96,281 79,980
Selling, general and
administrative expense 76,325 64,304
Operating profit 19,956 15,676
Interest expense 1,133 392
Income before taxes on
income 18,823 15,284
Provision for taxes on
income 7,247 5,770
Net income 11,576 9,514
Net income per common and common
equivalent share $ .17 $ .14
Weighted average number of common and
common equivalent shares outstanding 69,907 68,444
Cash dividends per share
As declared $ .05 $ .05
Adjusted to give retroactive
effect to the five-for-four
common stock split
distributed on March 6, 1995 $ .05 $ .04
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>4
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of April 30, 1995, January 31, 1995 and April 30, 1994
(in thousands)
<TABLE>
<CAPTION>
ASSETS April 30, January 31, April 30,
1995 1995 1994
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 41,145 $ 33,045 $ 30,282
Merchandise inventories 419,951 356,111 304,242
Deferred income taxes 12,277 11,785 9,893
Other current assets 13,533 9,212 8,465
Income Taxes 0 0 679
Total current assets 486,906 410,153 353,561
Property & Equipment, at cost 196,700 187,360 132,492
Less: Accumulated depreciation 67,129 62,108 50,935
129,571 125,252 81,557
Other Assets 5,535 5,463 4,684
$622,012 $540,868 $439,802
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of
long-term debt $ 1,442 $ 1,441 $ 1,303
Short-term borrowings 96,487 29,600 27,000
Accounts payable 122,772 111,675 101,060
Accrued expenses 53,486 61,037 46,547
Income Taxes 6,001 5,210 0
Total current liabilities 280,188 208,963 175,910
Long-term debt 3,857 4,767 4,801
Deferred income taxes 3,382 3,382 2,563
Shareholders' equity:
Preferred stock 858 858 0
Common stock 33,971 33,971 27,248
Additional paid-in capital 286,047 283,323 73,861
Retained earnings 225,160 207,436 158,031
536,056 525,588 259,140
Less treasury stock 201,451 201,832 2,612
334,585 323,756 256,528
$622,012 $540,868 $439,802
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>5
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three months ended April 30, 1995 and 1994
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
April 30, 1995 April 30, 1994
<S> <C> <C>
Cash flows from operating activities:
Net income $ 11,576 $ 9,514
Adjustments to reconcile new income
to net cash provided by operating
activities:
Depreciation and amortization 5,405 3,684
Deferred income taxes ( 492) ( 229)
Change in operating assets and
liabilities:
Merchandise inventories ( 63,840) ( 44,200)
Accounts payable, trade 11,097 20,022
Accrued expenses ( 7,551) ( 1,359)
Income taxes 791 884
Other ( 3,194) 138
Net cash provided (used) by
operating activities ( 46,215) ( 11,546)
Cash flows used in investing activities:
Purchase of property & equipment ( 10,922) ( 7,922)
Cash flows provided by financing activities:
Issuance of short-term borrowings 67,117 17,000
Repayments of short-term borrowings ( 230) ( 8,000)
Repayments of long-term debt ( 909) ( 909)
Payments of cash dividends ( 3,846) ( 2,648)
Proceeds from exercise of stock
options 1,612 4,780
Tax benefits from exercise of stock
options 1,463 4,162
Net cash provided by financing
activities 65,237 14,385
Net increase (decrease) in cash
and equivalents 8,100 ( 5,083)
Cash and cash equivalents at
beginning of year 33,045 35,365
Cash and cash equivalents at
end of period $ 41,145 $ 30,282
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying financial statements are presented in
accordance with the requirements of Form 10-Q and consequently do
not include all of the disclosures normally required by generally
accepted accounting principles or those normally made in the
Company's Annual Report on Form 10-K. Accordingly, the reader of
the quarterly report on Form 10-Q should refer to the Company's
Annual Report on Form 10-K for the year ended January 31, 1995 for
additional information.
The accompanying financial statements have been prepared in
accordance with the Company's customary accounting practices and
have not been audited. All subsidiaries are included. In
management's opinion, all adjustments (which are solely of a normal
recurring nature) necessary for a fair presentation of the results
of operations for the three month periods ended April 30, 1995 and
1994, respectively, have been made.
Interim cost of goods sold is determined using estimates of
inventory shrinkage, inflation, and markdowns which are adjusted to
reflect actual results at year end. Because of the seasonal nature
of the Company's business, the results for interim periods are not
necessarily indicative of the results to be expected for the entire
year.
2. Net Income Per Common Share
Net income per common and common equivalent share is based upon
the actual weighted average number of common shares outstanding
during each period plus the assumed exercise of dilutive stock
options as follows:
<TABLE>
<CAPTION>
Three Months
Ended April 30,
Shares (000's)
1995 1994
<S> <C> <C>
Actual weighted average number of
shares outstanding during
the period 56,553 65,765
Common Stock Equivalents:
Dilutive effect of stock options
using the "Treasury Stock Method" 2,631 2,679
1,715,742 shares Convertible
Preferred Stock Issued August 22,
1994 10,723 0
Weighted Average Shares 69,907 68,444
</TABLE>
<PAGE>7
3. Changes in shareholder's equity for the three months ended
April 30, 1995 and 1994 were as follows (dollars in thousands
except per share amounts):
<TABLE>
<CAPTION>
Additional
Preferred Common Paid-In Retained Treasury
Stock Stock Capital Earnings Stock
<S> <C> <C> <C> <C> <C>
Balances, January 31, 1994 $ 0 $27,248 $ 65,857 $151,165 $ 3,553
Net income 9,514
Cash dividend, $.05 per
common share, as declared ( 2,648)
Reissuance of treasury
stock under employee stock
incentive plans 3,842 ( 941)
Tax benefit from exercise
of options 4,162
Balances, April 30, 1994 $ 0 $27,248 $ 73,861 $158,031 $ 2,612
Balances, January 31, 1995 $858 $33,971 $283,323 $207,436 $201,832
Net Income 11,576
Cash dividend, $.05 per
common share, as declared ( 3,370)
Cash dividend, $.28 per ( 482)
preferred share
Reissuance of treasury
stock under employee stock
incentive plans 1,231 ( 381)
Tax benefit form exercise
of options 1,493
Balances, April 30, 1995 $858 $ 33,971 $286,047 $215,160 $201,451
</TABLE>
<PAGE>8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The nature of the Company's business is seasonal. Historically,
sales in the fourth quarter have been significantly higher than
sales achieved in each of the first three quarters of the fiscal
year. Thus, expenses, and to a greater extent operating income,
vary by quarter. Results of a period shorter than a full year may
not be indicative of results expected for the entire year.
Furthermore, comparing any period to other than the same period of
the previous year will not reflect the seasonal nature of the
Company's business.
NET SALES. Net sales for the first three months of fiscal 1996
increased $56.3 million, or 19.6%, to $343.4 million from $287.1
million for the comparable period of fiscal 1995. The increase
resulted from 321 net additional stores being in operation as of
April 30, 1995 as compared with the same prior year period and an
increase of 4.8% in same-store sales as compared with the 15.8%
increase in the same period last year. The Company regards same
stores as those opened prior to the beginning of the previous
fiscal year which have remained open throughout the previous fiscal
year and the period reported. Management believes that the same-store
sales increase is a continued reflection of the success of
its everyday low price strategy and merchandise selection. The
Company's sales mix shifted in favor of hardlines which accounted
for 69% of sales compared to softlines' 31% of sales versus 65% and
35%, respectively, in the first quarter of fiscal 1995. In the
first quarter of fiscal 1996, the Company opened 111 stores, closed
8 stores and ended the quarter with a total 2,162 stores.
GROSS PROFIT. Gross profit for the first three months of fiscal
1996 was $96.3 million, or 28.04% of net sales, compared to $80.0
million, or 27.90% of net sales, for the comparable period in the
prior fiscal year. The increase resulted from higher beginning
inventory margins, greater purchase discounts and lower markdowns
which more than offset increased distribution costs related to the
start-up of the Ardmore, Oklahoma distribution center. Allowance
for shrinkage of 2.06% was up slightly from 1.94% a year ago and
the LIFO charge of 0.17% was essentially unchanged from 0.15% in
the same period last year. Cost of goods sold is determined in the
first, second and third quarters utilizing estimates of inventory
markdowns, shrinkage and inflation. Adjustments of these estimates
based upon actual results are included in cost of goods sold in the
fourth quarter.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Operating expenses
for the quarter equaled $76.3 million, or 22.2% of sales, compared
with $64.3 million, or 22.4% of sales, in the same period last
year. Operating expenses as a percentage of sales decreased
principally as a result of lower advertising and self-insurance
reserve costs which more than offset higher labor, rent and
depreciation costs.
INTEREST EXPENSE. Interest expense increased 189.0% to $1.1
million for the first three months of fiscal 1996 from $0.4 million
for the comparable prior year period. The increase resulted from
both greater average short-term borrowings and higher interest
rates.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows from operating activities - Cash flows used in
operating activities totaled $46.2 million during the first quarter
of fiscal 1996 compared with $11.5 million in the first quarter of
fiscal 1995. This increased use of
<PAGE>9
cash is primarily the result of the build up in inventories by
$63.8 million ($44.2 million in the prior year), being only
partially offset by an $11.1 million increase in accounts payable
$20.0 million in prior year). Inventories increased sharply as a
result of operating 321 more stores, stocking the new Ardmore
distribution center, increased imported merchandise in transit, and
inventory to support the May, 1995 circular.
Cash flows from investing activities - Cash used for capital
expenditures during the first quarter increased $3.0 million to
$10.9 million as compared to $7.9 million in the comparable period
in 1995. The current year expenditures result principally from
opening 111 new stores, remodeling and relocating 161 stores, and
purchasing additional distribution trailers.
Cash flows from financing activities - The Company's short-term
borrowings during the first quarter of fiscal 1996 increased $67.1
million to $96.5 million compared with an increase of $9.0 million
to $27.0 million during the same period of the prior fiscal year.
The increased short-term borrowings were due to the cash used in
operating activities and capital expenditures discussed above.
Because the Company emphasizes seasonal events, such as
Christmas and back-to-school, its working capital requirements vary
significantly during the year. Bank credit facilities equaled
$150.0 million at April 30, 1995 ($65 million revolving credit/term
loan facility plus $85.0 million in seasonal lines of credit). The
Company had seasonal line of credit borrowings of $31.5 million and
$0.0 million as of April 30, 1995 and 1994, respectively. The
Company believes it can continue to meet its seasonal working
capital and capital expenditure requirements through cash flows
provided by operating activities supplemented by the revolving
credit/term loan facility and credit lines. The Company is
currently renegotiating to increase its revolving credit/term loan
facility from $65.0 million to $170.0 million. The new agreement
is expected to be executed by June 30, 1995.
The Company's liquidity position is set forth in the following
table (dollar amounts in thousands):
<TABLE>
<CAPTION>
April 30, 1995 January 31, 1995 April 30, 1994
<S> <C> <C> <C>
Current ratio 1.7x 2.0x 2.0x
Total debt/equity 30.3% 11.1% 12.9%
Long-term debt/equity 1.1% 1.5% 1.9%
Working capital $207,638 $201,190 $177,651
Average daily use of debt:
(fiscal year-to-date)
Short-term $ 66,301 $ 51,528 $ 28,876
Long-term 5,163 6,035 6,488
Total $ 71,464 $ 57,563 $ 35,364
Maximum outstanding
Short-term debt
(fiscal year-to-date) $ 99,119 $116,712 $ 35,000
</TABLE>
PART II - OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
(b) No reports on Form 8-K have been filed during the quarter
ended April 30, 1995.
<PAGE>10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
DOLLAR GENERAL CORPORATION
(Registrant)
Date: June 13, 1995 By:/s/: C. Kent Garner
C. Kent Garner,
Vice President,Treasurer and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The accompanying noters are an integral part of this statement.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-END> APR-30-1995
<CASH> 41,145
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 419,951
<CURRENT-ASSETS> 486,906
<PP&E> 196,700
<DEPRECIATION> 67,129
<TOTAL-ASSETS> 622,012
<CURRENT-LIABILITIES> 280,188
<BONDS> 0
<COMMON> 33,971
0
858
<OTHER-SE> 299,756
<TOTAL-LIABILITY-AND-EQUITY> 622,012
<SALES> 343,392
<TOTAL-REVENUES> 343,392
<CGS> 247,111
<TOTAL-COSTS> 247,111
<OTHER-EXPENSES> 76,325
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,133
<INCOME-PRETAX> 18,823
<INCOME-TAX> 7,247
<INCOME-CONTINUING> 11,576
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,576
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
