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 May 3, 1996
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 May 3, 1996 was
72,380,519.
<PAGE>2
Dollar General Corporation
Form 10-Q
For the Quarter Ended May 3, 1996
Index
<TABLE>
<CAPTION>
Part I. Financial Information Page No.
<S> <C> <C>
Item 1. Financial Statements (unaudited):
Consolidated Statements of Income
for the three months ended May 3, 1996
and May 5, 1995 restated from April 30,
1995. See Note 1 to the consolidated
financial statements. 3
Consolidated Balance Sheets as of May 3,
1996, January 31, 1996 and May 5, 1995
restated from April 30, 1995. See Note
1 to the consolidated financial statements 4
Consolidated Statements of Cash Flows
for the three months ended May 3, 1996
and May 5, 1995 restated from April 30,
1995. See Note 1 to the consolidated
financial statements. 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 9
Signatures 10
</TABLE>
<PAGE>3
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the three months ended May 3, 1996 and May 5, 1995*
(in thousands except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
May 3, 1996 May 5, 1995*
<S> <C> <C>
Net Sales $455,856 $374,520
Cost of goods sold 332,482 269,762
Gross Profit 123,374 104,758
Selling, general and
administrative expense 97,945 83,490
Operating profit 25,429 21,268
Interest expense 1,197 1,245
Income before taxes on
income 24,232 20,023
Provision for taxes on
income 9,208 7,709
Net income 15,024 12,314
Net income per common and
common equivalent share $ .17 $ .14
Weighted average number of
common and common
equivalent shares
outstanding 88,676 87,384
Cash dividends per common
share, as declared $ .05 $ .05
Adjusted to give retroactive
effect to the five-for-four
common stock split
distributed on April 26, 1996 $ .05 $ .04
*Restated as explained in Note 1.
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>4
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of May 3, 1996, January 31, 1996 and May 5, 1995*
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
ASSETS May 3, January 31, May 5,
1996 1996 1995*
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 19,425 $ 4,344 $ 37,588
Merchandise inventories 526,120 488,362 426,244
Deferred income taxes 11,468 11,989 12,277
Other current assets 13,497 11,548 11,305
Total current assets 570,510 516,243 487,414
Property & Equipment, at cost 247,865 242,628 197,979
Less: Accumulated depreciation 90,831 84,041 67,579
157,034 158,587 130,400
Other Assets 5,130 5,166 5,534
$732,674 $679,996 $623,348
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term
debt $ 1,545 $ 1,536 $ 1,442
Short-term borrowings 105,000 72,146 89,939
Accounts payable 120,387 103,176 126,489
Accrued expenses 56,021 62,099 55,533
Income Taxes 8,406 14,757 6,463
Total current liabilities 291,359 253,714 279,866
Long-term debt 2,305 3,278 3,857
Deferred income taxes 3,573 2,993 3,382
Shareholders' equity:
Preferred stock 858 858 858
Common stock 42,893 42,762 33,971
Additional paid-in capital 308,155 303,609 286,047
Retained earnings 284,058 273,309 216,818
635,964 620,538 537,694
Less treasury stock 200,527 200,527 201,451
435,437 420,011 336,243
$732,674 $679,996 $623,348
*Restated as explained in Note 1.
The accompanying notes are an integral part of this statement.
/TABLE>
<PAGE>5
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three months ended May 3, 1996, and May 5, 1995*
(in thousands)
(unaudited)
</TABLE>
<TABLE>
<CAPTION>
May 3, May 5,
1996 1995*
<S> <C> <C>
Cash flows from operating activities:
Net income $ 15,024 $ 12,314
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 7,318 5,855
Deferred income taxes 1,101 ( 492)
Change in operating assets and
liabilities:
Merchandise inventories ( 37,758) ( 70,133)
Accounts payable 17,211 14,814
Accrued expenses ( 6,078) ( 5,504)
Income taxes ( 6,351) 1,253
Other ( 576) ( 965)
Net cash used for operating activities ( 10,109) ( 42,858)
Cash flows used in investing activities:
Purchase of property & equipment ( 7,102) ( 12,202)
Cash flows provided by financing activities:
Issuance of short-term borrowings 50,276 67,117
Repayments of short-term borrowings ( 17,422) ( 6,778)
Repayments of long-term debt ( 964) ( 909)
Payments of cash dividends ( 4,275) ( 2,932)
Proceeds from exercise of stock options 3,307 1,612
Tax benefits from exercise of stock options 1,370 1,493
Net cash provided by financing activities 32,292 59,603
Net increase (decrease) in cash and equivalents 15,081 4,543
Cash and cash equivalents at beginning of year 4,344 33,045
Cash and cash equivalents at end of period $ 19,425 $ 37,588
*Restated as explained in Note 1.
The accompanying notes are an integral part of this statement.
</TABLE>
<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, 1996 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 May 3, 1996 and May
5, 1995, 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.
The comparative financial statements presented for the period
ended May 5, 1995, have been restated from the 10-Q report for the
first quarter ended April 30, 1995 to reflect the adoption of a
retail 52/53 week reporting calendar effective February 1, 1996.
For the period ended April 30, 1995, the Company reported net
income of $11,576,000 or $0.13 per common and common equivalent
share, as restated for the April 26, 1996 stock split.
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
Shares (000's)
May 3,1996 May 5, 1995
<S> <C> <C>
Actual weighted average number of shares
shares outstanding during the period 72,232 70,691
Common Stock Equivalents:
Dilutive effect of stock options
using the "Treasury Stock Method" 3,040 3,289
1,715,742 shares Convertible Preferred
Stock Issued August 22, 1994 13,404 13,404
Weighted Average Shares 88,676 87,384
</TABLE>
<PAGE>7
3. Changes in shareholder's equity for the three months ended May
3, 1996 and May 5, 1995 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, 1995 $ 858 $ 33,971 $283,323 $207,436 $201,832
Net income 12,314
Cash dividend, $.05 per
common share, as declared ( 2,450)
Cash dividend, $.28 per
preferred share ( 482)
Reissuance of treasury
stock under employee stock
incentive plans 1,231 ( 381)
Tax benefit from exercise
of options 1,493
Balances, May 5, 1995 $ 858 $ 33,971 $286,047 $216,818 $201,451
Balances, January 31, 1996 $ 858 $ 42,762 $303,609 $273,309 $200,527
Net Income 15,024
Cash dividend, $.05 per
common share, as declared ( 3,672)
Cash dividend, $.28 per
preferred share ( 603)
Issuance of Common Stock
under employee stock
incentive plans 131 3,176
Tax benefit from exercise
of options 1,370
Balances, May 3, 1996 $ 858 $ 42,893 $308,155 $284,058 $200,527
</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 1997
increased $81.4 million, or 21.7%, to $455.9 million from $374.5
million for the comparable period of fiscal 1996. The increase
resulted from 300 net additional stores being in operation as of
May 3, 1996 as compared with May 5, 1995 and an increase of 7.3% in
same-store sales as compared with the 6.2% 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 gains are a
reflection of better in stock positions compared to the prior year
and improved focus on its strategy as a distributor of consumable
basics. The Company's sales mix shifted in favor of hardlines
which accounted for 73% of sales compared to softlines' 27% of
sales versus 69% and 31%, respectively, in the first quarter of
fiscal 1996. In the first quarter of fiscal 1997, the Company
opened 78 stores, closed 27 stores and ended the quarter with a
total 2,467 stores.
GROSS PROFIT. Gross profit for the first three months of fiscal
1997 was $123.3 million, or 27.06% of net sales, compared to $104.8
million, or 27.97% of net sales, for the comparable period in the
prior fiscal year. The decrease was primarily driven by lower
margin on sales of current purchases representing the shift of
sales toward hardlines, lower beginning inventory margins, and
higher shrinkage reserves. Allowance for shrinkage of 3.20% was up
from 3.06% a year ago and the LIFO charge of 0.13% was slightly
lower than the 0.16% 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 $97.9 million, or 21.5% of sales, compared
with $83.5 million, or 22.3% of sales, in the same period last
year. Driving this decrease in operating expense percentage to
sales were reductions in labor and related taxes, travel and
training costs stemming from tighter control of operating and
administrative areas, lower insurance expenses, and lower
advertising costs due to fewer new store openings this year versus
last year. Partially offsetting these improvements was an increase
in incentive compensation. The total increase in these operating
expenses of $14.4 million from last year resulted primarily from an
increase of 300 stores in operation during fiscal 1997.
<PAGE>9
INTEREST EXPENSE. Interest expense was flat at $1.2 million for
the first three months of fiscal 1997 compared to 1996. As a
percentage of sales, interest expense dropped to 0.26% from 0.32%
in the comparable prior year period.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows from operating activities - Cash flows used in
operating activities totaled $10.1 million during the first quarter
of fiscal 1997 compared with $42.9 million in the first quarter of
fiscal 1996. This decrease in use of cash is primarily the result
of a smaller increase in inventories this year versus last year (a
$32.4 million difference) being only partially offset by an
increase in accounts payable ($17.2 million versus $14.8 million in
the prior year). Inventories increased as a result of opening new
stores, maintaining better in-stock levels, and some carry-over
seasonal merchandise from last year.
Cash flows from investing activities - Cash used for capital
expenditures during the first quarter decreased $6.0 million to
$7.1 million as compared to $13.1 million in the comparable period
in 1996. The current period expenditures resulted principally
from opening 78 new stores, remodeling and relocating 45 stores,
and investment in warehouse equipment. The decrease is driven by
reduced investment in stores, down $2.8 million and reduced trailer
purchases of $1.0 million.
Cash flows from financing activities - The Company's short-term
borrowings during the first quarter of fiscal 1997 increased by a
net of $33.9 million compared to 61.3 million in 1996. The
increased short-term borrowings were due to the cash used in
operating activities and capital expenditures discussed above.
Because of the seasonal nature of the Company's business, its
working capital requirements vary significantly during the year.
Bank credit facilities equaled $285.0 million at May 3, 1996
($170.0 million revolving credit/term loan facility plus $115.0
million seasonal lines of credit). The Company had seasonal lines
of credit borrowings of $0.0 million and $24.9 million as of May 3,
1996 and 1995, respectively. The Company anticipates that seasonal
working capital and capital expenditure requirements will continue
to be met through cash flow provided by operating activities
supplemented by the revolving credit/term loan facility and
seasonal credit lines.
The Company's liquidity position is set forth in the following
table (dollars in thousands):
<TABLE>
<CAPTION>
May 3, January 31, May 5,
1996 1996 1995
<S> <C> <C> <C>
Current ratio 2.0% 2.0% 1.7%
Total borrowings/equity 25.0% 18.3% 28.3%
Long-term debt/equity 0.5% 0.8% 1.1%
Working Capital (000) $279,151 $262,529 $207,548
Average daily use of debt:
(Fiscal year-to-date)
Short-term (000) $ 80,430 $ 99,564 $ 66,301
Long-term (000) 4,264 4,718 5,163
Total (000) $ 84,694 $104,282 $ 71,464
Maximum outstanding short-term $110,077 $227,397 $ 99,119
debt (fiscal year-to-date)
</TABLE>
<PAGE>10
PART II - OTHER INFORMATION
Item 1. Not applicable.
Item 2. Not applicable.
Item 3. Not applicable.
Item 4. Not applicable.
Item 5. Not applicable.
Item 6. Exhibits and reports on Form 8-K
(a) No reports on Form 8-K were filed during the quarter
ended May 3, 1996.
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)
June 13, 1996
By: /s/Bob Carpenter
Bob Carpenter, Vice President,
Chief Administrative Officer,
and Corporate Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The accompanying notes are an integral part of this statement.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-END> MAY-03-1996
<CASH> 19,425
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 526,120
<CURRENT-ASSETS> 570,510
<PP&E> 247,865
<DEPRECIATION> 90,831
<TOTAL-ASSETS> 732,674
<CURRENT-LIABILITIES> 291,359
<BONDS> 0
<COMMON> 42,893
0
858
<OTHER-SE> 391,686
<TOTAL-LIABILITY-AND-EQUITY> 732,674
<SALES> 455,856
<TOTAL-REVENUES> 455,856
<CGS> 332,482
<TOTAL-COSTS> 97,945
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,197
<INCOME-PRETAX> 24,232
<INCOME-TAX> 7,208
<INCOME-CONTINUING> 15,024
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,024
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
