UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 28, 2000
Commission file number 1-11421
DOLLAR GENERAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
TENNESSEE 61-0502302
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
100 Mission Ridge
Goodlettsville, Tennessee 37072
--------------------------------------------------
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (615) 855-4000
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 December 8, 2000, was
330,609,400.
<PAGE>
Dollar General Corporation
Form 10-Q
For the Quarter Ended October 27, 2000
Index
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited):
Consolidated Balance Sheets as of October 27, 2000, 3
January 28, 2000 (derived from the audited financial
statements) and October 29, 1999.
Consolidated Statements of Income for the three months 4
ended October 27, 2000 and October 29, 1999 and the
nine months ended October 27, 2000 and October
29, 1999.
Consolidated Statements of Cash Flows 5
for the nine months ended October 27, 2000
and October 29, 1999.
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of 11
Financial Condition and Results of
Operations
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
Oct. 27, Jan. 28, Oct. 29,
2000 2000 1999
(Unaudited) * (Unaudited
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 13,080 $ 58,789 $ 23,840
Merchandise inventories 1,173,328 985,715 1,105,503
Deferred income taxes 7,743 5,995 5,373
Other current assets 62,956 45,036 79,012
-------------------------------------------------------------------------------------------------------------------------
Total current assets 1,257,107 1,095,535 1,213,728
Property and equipment, at cost 801,837 597,537 560,219
Less: accumulated depreciation 306,894 251,064 235,360
-------------------------------------------------------------------------------------------------------------------------
494,943 346,473 324,859
Other assets 15,959 8,933 10,538
-------------------------------------------------------------------------------------------------------------------------
Total assets $ 1,768,009 $ 1,450,941 $ 1,549,125
=========================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 3,622 $ 1,233 $ 1,243
Short-term borrowings 61,369 - 180,099
Accounts payable 309,508 334,554 347,563
Accrued expenses 122,451 121,375 115,263
Income taxes 3,946 15,135 29,290
-------------------------------------------------------------------------------------------------------------------------
Total current liabilities 500,896 472,297 673,458
Long-term debt 210,907 1,200 1,526
Deferred income taxes 50,817 51,523 12,079
Shareholders' equity:
Preferred stock - - -
Common stock 165,281 132,346 132,653
Additional paid-in capital 263,233 255,581 250,321
Retained earnings 576,875 537,994 479,088
-------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 1,005,389 925,921 862,062
-------------------------------------------------------------------------------------------------------------------------
Total liabilities and
shareholders' equity $ 1,768,009 $ 1,450,941 $ 1,549,125
=========================================================================================================================
</TABLE>
* Derived from the January 28, 2000 audited financial statements.
3
<PAGE>
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Oct. 27, Oct. 29, Oct. 27, Oct. 29,
2000 1999 2000 1999
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $1,094,360 $ 950,419 $3,108,857 $2,710,222
Cost of goods sold 772,996 672,562 2,232,811 1,956,836
----------------------------------------------------------------
Gross profit 321,364 277,857 876,046 753,386
Selling, general and
administrative expense 236,524 195,753 654,387 546,211
----------------------------------------------------------------
Operating profit 84,840 82,104 221,659 207,175
Interest expense 4,855 2,326 10,459 5,102
----------------------------------------------------------------
Income before taxes on income 79,985 79,778 211,200 202,073
Provision for taxes on income 28,995 28,919 76,560 73,251
----------------------------------------------------------------
Net income $ 50,990 $ 50,859 $ 134,640 $ 128,822
================================================================
Diluted earnings per share $ 0.15 $ 0.15 $ 0.40 $ 0.38
================================================================
Weighted average diluted shares 333,556 337,989 333,652 337,140
================================================================
Basic earnings per share $ 0.15 $ 0.15 $ 0.41 $ 0.43
================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
Oct. 27, Oct. 29,
2000 1999
----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating activities:
Net income $ 134,640 $ 128,822
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 58,571 46,759
Deferred income taxes (2,454) (20,874)
Tax benefit of stock options exercised 14,715 27,862
Change in operating assets and liabilities:
Merchandise inventories (187,613) (293,781)
Other current assets (17,920) (36,634)
Accounts payable (25,046) 89,804
Accrued expenses 1,076 (57,562)
Income taxes (11,189) 5,465
Other (4,824) (30)
----------------------------------------------------------------------------------------------------------
Net cash used in operating activities (40,044) (110,169)
----------------------------------------------------------------------------------------------------------
Investing activities:
Purchase of property and equipment (209,414) (112,441)
Proceeds from sale of property and equipment 171 63,182
----------------------------------------------------------------------------------------------------------
Net cash used in investing activities (209,243) (49,259)
----------------------------------------------------------------------------------------------------------
Financing activities:
Issuance of short-term borrowings 315,000 237,914
Repayments of short-term borrowings (253,631) (57,815)
Issuance of long-term debt 214,947 3,104
Repayments of long-term debt (2,851) (1,846)
Payment of cash dividends (31,664) (25,619)
Proceeds from exercise of stock options 27,325 32,235
Repurchase of common stock (65,548) (26,999)
----------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 203,578 160,974
----------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (45,709) 1,546
Cash and cash equivalents, beginning of period 58,789 22,294
----------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 13,080 $ 23,840
==========================================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share amounts)
(Unaudited)
1. Basis of Presentation
The accompanying consolidated 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 28, 2000, for additional
information.
The accompanying consolidated financial statements have been prepared in
accordance with the Company's customary accounting practices and have not been
audited. In management's opinion, all adjustments (which are of a normal
recurring nature) necessary for a fair presentation of the consolidated results
of operations for the three-month and nine-month periods ended October 27, 2000,
and October 29, 1999, have been made.
Interim cost of goods sold is determined using ongoing estimates of inventory
shrinkage, inflation, and markdowns. 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.
Certain reclassifications have been made to the 1999 financial statements to
conform to the 2000 presentation.
2. Shareholders' Equity
Changes in shareholders' equity for the nine months ended October 27, 2000 and
October 29, 1999, were as follows.
<TABLE>
<CAPTION>
Additional
Preferred Common Paid-In Retained Treasury
Stock Stock Capital Earnings Stock Total
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balances, January 29, 1999 $ 858 $ 105,121 $ 418,039 $ 402,270 $ (200,527) $ 725,761
Net income 128,822 128,822
5-for-4 stock split, May 24, 1999 26,573 (26,573) -
Cash dividend, $.06 per
common share, as declared (24,441) (24,441)
Cash dividend, $1.37 per
preferred share (1,178) (1,178)
Issuance of common
stock under employee stock
incentive plans 1,573 30,662 32,235
Conversion of preferred stock -
to common stock (858) (199,669) 200,527
Tax benefit of stock options
exercised 27,862 27,862
Stock repurchase (614) (26,385) (26,999)
------------------------------------------------------------------------------------------------------------------------
Balances, October 29, 1999 $ - $ 132,653 $ 250,321 $ 479,088 $ - $ 862,062
========================================================================================================================
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Additional
Preferred Common Paid-In Retained Treasury
Stock Stock Capital Earnings Stock Total
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ - $ 132,346 $ 255,581 $ 537,994 $ - $ 925,921
Net income 134,640 134,640
5-for-4 stock split, May 22, 2000 32,857 (32,857) -
Cash dividend, $.06 per
common share, as declared (31,664) (31,664)
Issuance of common stock under
employee stock incentive plans 1,531 25,794 27,325
Tax benefit of stock options
exercised 14,715 14,715
Stock repurchase (3,633,625 shares) (1,453) (64,095) (65,548)
-----------------------------------------------------------------------------------------------------------------------
$ - $ 165,281 $ 263,233 $ 576,875 $ - $ 1,005,389
=======================================================================================================================
</TABLE>
3. Earnings Per Share
Shares have been adjusted for all stock splits including the five-for-four
common stock split distributed on May 22, 2000.
Nine months ended October 27, 2000
Per-Share
Income Shares Amount
-----------------------------------
Net income $134,640
-------------------------------------------------------------------------------
Basic earnings per share:
Income available to common shareholders $134,640 329,372 $ 0.41
=======
Stock options outstanding 4,280
Diluted earnings per share:
Income available to common shareholders
plus assumed conversions $134,640 333,652 $ 0.40
===============================================================================
Nine months ended October 29, 1999
Per-Share
Income Shares Amount
----------------------------------
Net income $ 128,822
Less: preferred stock dividends 1,178
-------------------------------------------------------------------------------
Basic earnings per share:
Income available to common shareholders $ 127,644 296,575 $ 0.43
======
Stock options outstanding 6,477
Convertible preferred stock 1,178 34,088
-------------------------------------------------------------------------------
Diluted earnings per share:
Income available to common shareholders
plus assumed conversions $ 128,822 337,140 $ 0.38
===============================================================================
7
<PAGE>
Three months ended October 27, 2000
Per-Share
Income Shares Amount
---------------------------------
Net income $ 50,990
-------------------------------------------------------------------------------
Basic earnings per share:
Income available to common shareholders $ 50,990 330,099 $ 0.15
======
Stock options outstanding 3,457
-------------------------------------------------------------------------------
Diluted earnings per share:
Income available to common shareholders
plus assumed conversions $ 50,990 333,556 $ 0.15
===============================================================================
7
<PAGE>
Three months ended October 27, 2000
Per-Share
Income Shares Amount
----------------------------------
Net income $ 50,990
--------------------------------------------------------------------------------
Basic earnings per share:
Income available to common shareholders $ 50,990 330,099 $ 0.15
======
Stock options outstanding 3,457
--------------------------------------------------------------------------------
Diluted earnings per share:
Income available to common shareholders
plus assumed conversions $ 50,990 333,556 $ 0.15
================================================================================
Three months ended October 29, 1999
Per-Share
Income Shares Amount
----------------------------------
Net income $ 50,859
-------------------------------------------------------------------------------
Basic earnings per share:
Income available to common shareholders $ 50,859 331,833 $ 0.15
======
Stock options outstanding 6,156
-------------------------------------------------------------------------------
Diluted earnings per share:
Income available to common shareholders
plus assumed conversions $ 50,859 337,989 $ 0.15
===============================================================================
8
<PAGE>
4. Segment Reporting
The Company manages its business on the basis of one reportable segment. As of
October 27, 2000 and October 29, 1999, all of the Company's operations were
located within the United States. The following data is presented in accordance
with Statement of Financial Accounting Standards No. 131 "Disclosures about
Segments of an Enterprise and Related Information."
Three Months Ended Nine Months Ended
Oct. 27, Oct. 29, Oct. 27, Oct. 29,
2000 1999 2000 1999
-----------------------------------------------------------------------------
Sales by Category:
Highly Consumable $ 638,372 $513,139 $1,767,009 $1,430,504
Hardware and Seasonal 148,415 138,007 429,230 416,149
Basic Clothing 133,818 121,908 375,048 330,111
Home Products 173,755 177,365 537,570 533,458
-----------------------------------------------------------------------------
$1,094,360 $950,419 $3,108,857 $2,710,222
=============================================================================
5. Long-Term Debt and Guarantor Subsidiaries
On June 21, 2000, the Company sold $200 million of 8 5/8% Notes due June 15,
2010 (the "Old Notes"), in a private offering under Rule 144A of the Securities
Act of 1933. The proceeds were used to repay outstanding short-term debt and for
general corporate purposes. Subsequent to the offering, the Company and its
guarantor subsidiaries filed a registration statement on Form S-4 which enabled
the Company to exchange its 8 5/8% Exchange Notes due June 15, 2010 (the "New
Notes" and, together with the Old Notes, the "Notes"), for all outstanding Old
Notes.
All of the Company's subsidiaries (the "Guarantors") have fully and
unconditionally guaranteed on a joint and several basis the Company's
obligations under the Notes. Each of the Guarantors is a wholly-owned subsidiary
of the Company. The Guarantors comprise all of the direct and indirect
subsidiaries of the Company. The Company has not presented separate financial
statements and other disclosures concerning each Guarantor because management
has determined that they are not material to investors.
9
<PAGE>
Summarized combined financial information (in accordance with Rule 1-02(bb) of
Regulation S-X) for the Guarantors is set forth below:
October 27, Jan. 28, October 29,
2000 2000 1999
---------------------------------------------------
Current assets $1,156,026 $1,085,925 $1,028,843
Current liabilities 366,430 443,496 315,362
Noncurrent assets 427,683 320,142 295,252
Noncurrent liabilities 57,385 52,619 19,463
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
October 27, October 29, October 27, October 29,
2000 1999 2000 1999
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $1,017,418 $ 915,210 $2,014,497 $1,759,803
Gross profit 281,973 249,582 554,682 475,529
Net income 79,054 106,342 158,152 190,707
</TABLE>
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This discussion and analysis contains both historical and forward-looking
information. The forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Although
Dollar General Corporation (the "Company") believes the assumptions underlying
the forward-looking statements are reasonable, any of the assumptions could be
inaccurate, and therefore, there can be no assurance that the forward-looking
statements will prove to be accurate. Forward-looking statements may be
significantly impacted by certain risks and uncertainties, including, but not
limited to: general transportation and distribution delays or interruptions;
interruptions in suppliers' operations; inventory risks due to shifts in market
demand; changes in product mix; costs and delays associated with building,
opening and operating new distribution centers; and other risk factors
referenced in the Annual Report on Form 10-K for the year ended January 28, 2000
and the Company's other periodic reports and filings with the Securities and
Exchange Commission. The Company undertakes no obligation to publicly release
any revisions to any forward-looking statements to reflect events or
circumstances occurring after the date of this report.
The following text contains references to years 2000, 1999, 1998, and 1997 which
represent fiscal years ending or ended February 2, 2001, January 28, 2000,
January 29, 1999, and January 30, 1998, respectively. This discussion and
analysis should be read in conjunction with, and is qualified in its entirety
by, the consolidated financial statements and their notes thereto.
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 with a period other than the same period of the previous
year may reflect the seasonal nature of the Company's business.
The Company defines same stores as those opened before the beginning of the
previous fiscal year which have remained open throughout the current period.
NINE MONTHS ENDED OCTOBER 27, 2000, AND OCTOBER 29, 1999
NET SALES. Net sales for the first nine months of 2000 increased $398.7 million,
or 14.7%, to $3.1 billion from $2.7 billion for the comparable period in 1999.
Same-store sales increased 0.7% for the first nine months of 2000.
In the second quarter the Company undertook a major relay of its stores while
adding 600 new items to and deleting 800 items from the merchandise assortment.
The new prototype features wider aisles, additional selling space for seasonal
merchandise, and better customer flow through high traffic departments. The
Company also continued its installation of new technology and ordering processes
in all stores. In conjunction with implementing this new ordering process, the
Company experienced softer than expected sales in some core categories as a
result of low in-stocks. While this aggressive implementation was disruptive to
year-to-date results, management believes these efforts position the stores for
increased productivity and profitability in the future.
GROSS PROFIT. Gross profit for the first nine months of 2000 was $876.0 million,
or 28.2% of net sales, compared with $753.4 million, or 27.8% of net sales, in
the same period last year. This increase was driven by higher purchase markup
and lower shrink, which offsets higher distribution expenses in the period.
Year-to-date, transportation expense is slightly lower as a percentage of sales,
despite higher fuel costs. This improvement is a result of better fleet
utilization, continued benefits from our transportation management system, and
lower average stem miles.
12
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE (SG&A) EXPENSE. SG&A expense for the first
nine months of 2000 totaled $654.4 million, or 21.0% of net sales, compared with
$546.2 million, or 20.2% of net sales during the comparable period last year.
Although expenses were below plan for the period, lower than expected sales
eliminated SG&A expense leverage. [repeat some of explanation in 3 month
section?]
INTEREST EXPENSE. Interest expense increased to $10.5 million, or 0.34% of
sales, compared with $5.1 million, or 0.19%, in the comparable nine-month period
last year. This increase is primarily a result of higher average borrowings and
an increase in weighted average interest rates compared with the same nine-month
period last year. Average borrowings were higher than last year due to capital
expenditures for new stores and distribution centers, inventory for new stores
and the timing of share repurchases.
PROVISIONS FOR TAXES ON INCOME. The effective income tax rate was 36.25% for the
nine-month periods ended October 27, 2000, and October 29,1999.
THREE MONTHS ENDED OCTOBER 27, 2000, AND OCTOBER 29, 1999
NET SALES. Net sales for the quarter increased $143.9 million, or 15.1%, to
$1,094.4 million from $950.4 million for the comparable period in 1999. Same
store sales for the third quarter increased 0.8%. Sales in the third quarter
were driven by a 24.4% increase in sales of highly consumable merchandise, a
9.8% increase in sales of basic clothing merchandise, and a 7.5% increase in
sales of hardware and seasonal merchandise. Although the Company experienced
softer than expected sales in some core categories as a result of low in-stocks,
the Company had better than expected sales in other departments including food,
toys, Halloween, and summer seasonal merchandise.
GROSS PROFIT. Gross profit for the quarter was $321.4 million, or 29.4% of net
sales, compared with $277.9 million, or 29.2% of net sales, in the same period
last year. This increase was primarily the result of higher purchase markup,
lower shrink, and lower transportation expense as a percentage of sales.
However, these improvements were slightly offset by higher markdowns in the
period.
SELLING, GENERAL AND ADMINISTRATIVE (SG&A) EXPENSE. SG&A expense for the quarter
totaled $236.5 million, or 21.6% of net sales, compared with $195.8 million, or
20.6% of net sales during the comparable period last year. SG&A expense as a
percentage of sales increased primarily as a result of higher health insurance
expense, rent expense, and payroll expense.
INTEREST EXPENSE. Interest expense increased to $4.9 million, or 0.44% of sales,
from $2.3 million, or 0.24% of sales, in the comparable period last year. This
increase was a result of higher average borrowings and an increase in weighted
average interest rates compared to the same three-month period last year.
Average borrowings were higher than last year due to capital expenditures for
new stores and distribution centers, inventory for new stores and the timing of
share repurchases.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows used in operating activities - Net cash used in operating activities
totaled $40.0 million during the first nine months of 2000, compared with $110.2
million cash used in operating activities in the comparable period last year.
This decrease in the use of cash was primarily driven by a decrease in cash used
to purchase merchandise inventories compared to the first nine months last year.
Inventory management is improving due to contributions from technology and
distribution investments.
Cash flows used in investing activities - Net cash used in investing activities
totaled $209.2 million during the first nine months of 2000, compared with $49.3
million in the comparable period last year. The increase in cash used in
investing activities was primarily the result of investments in distribution
12
<PAGE>
center projects and investments in 643 new store openings this year compared
with 501 new store openings in the first nine months of last year. In addition,
cash used in investing activities was offset in the first nine months of last
year by $63.2 million of proceeds recognized in 1999 primarily from the
sale/leasebacks of the South Boston, Virginia distribution center expansion and
the Ardmore, Oklahoma distribution center.
Cash flows from financing activities - Total debt (including current maturities
and short-term borrowings) at October 27, 2000 was $275.9 million compared with
$182.9 million at October 29, 1999. Because of the significant impact of
seasonal buying (e.g., Spring and December holiday purchases), the Company's
working capital requirements vary significantly during the year. These working
capital requirements were financed by short-term borrowings under the Company's
$175.0 million revolving credit/term loan facility and short-term bank lines of
credit totaling $140.0 million at October 27, 2000. The Company had short-term
borrowings of $61.4 million outstanding as of October 27, 2000 and $180.1
million as of October 29, 1999. Management believes seasonal working capital
expenditure requirements will continue to be met through cash flow provided by
operations supplemented by the revolving credit/term loan facility and
short-term bank lines of credit. [explain total debt increase?]
On June 21, 2000, the Company placed $200 million (principal amount) of 8 5/8%
unsecured notes due June 15, 2010, through a private debt placement with
registration rights. The notes pay interest semi-annually on June 15 and
December 15 of each year. The holders of the notes may elect to have their notes
repaid on June 15, 2005, at 100% of the principal amount plus accrued and unpaid
interest. Proceeds from the notes are being used to repay outstanding short-term
debt and for general corporate purposes.
FORWARD-LOOKING EXPECTATIONS
Please refer to the first paragraph under "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations" for information
concerning forward-looking statements.
Revenues - For the fourth quarter and full year, management expects revenues to
increase 16-19% and 15-16%, respectively.
Same Store Sales - Management expects same store sales to increase 2-5% in the
fourth quarter and 1-2% for the full year.
Gross Profit - For the full year, management expects gross profit as a
percentage of net sales to be 20-25 basis points higher than last year,
reflecting lower transportation expense as a percentage of sales and higher
purchase markup. Despite a difficult shrink comparison, management expects gross
profit as a percentage of net sales to be comparable with the fourth quarter
last year. Last year, the fourth quarter benefited 100 basis points because of
better than expected annual inventory shrink results. For the fourth quarter,
management expects a higher markup and higher sales of seasonal merchandise to
offset higher shrink as a percentage of sales.
Selling, General and Administrative (SG&A) Expense - Management expects SG&A
expense as a percentage of net sales to increase 90-110 basis points for the
full year and increase 120-170 basis points for the fourth quarter, reflecting
both the impact of lower same store sales and the potential increase of two
unique, one-time expenses. First, during the transition to a new health
insurance provider this year, management discovered that certain health
insurance billings and reimbursements were not current. Bringing those billings
and reimbursements current will likely result in a significant increase in
health insurance costs this year. Second, the Company is experiencing an
increase in workers' compensation expense associated with prior year claims.
Reflecting higher annual costs, these two unresolved issues could add 40-50
basis points to SG&A expense as a percentage of sales in the fourth quarter.
13
<PAGE>
Interest Expense - Management expects interest expense as a percentage of net
sales for the fourth quarter and full year to be 10-15 basis points higher,
reflecting both higher borrowing balances and higher interest rates.
Provision for Taxes on Income - Management expects the tax rate to be
approximately 36.25% for the fourth quarter and the full year.
ACCOUNTING PRONOUNCEMENTS
The Company does not expect a material impact from the adoption of Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities" as amended by SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of Effective Date of
FASB Statement No. 133" and SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities - an amendment of FASB Statement No.
133." Adoption of this Statement, as amended, is required for the Company's
fiscal year ending February 1, 2002.
The Company will adopt SEC Staff Accounting Bulleting No. 101, "Revenue
Recognition in Financial Statements," during the quarter ended February 2, 2001.
Management does not expect this Bulletin to have a material impact on the
Company's financial statements.
14
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For reasons other than trading purposes, the Company has entered into
commitments under certain instruments which expose the Company to market risk
for changes in interest rates primarily related to the Company's revolving and
seasonal lines of credit and certain lease obligations. Under these obligations,
the Company has cash flow exposure as a result of its variable interest rates.
The Company seeks to manage this interest rate risk through the use of interest
rate swaps. In 1999, the Company entered into interest rate swap agreements
totaling $200 million which are scheduled to be in place until February 2001 at
which time the counterparties have the option to extend the agreements through
2002. These swap agreements exchange the Company's floating interest rate
exposure for a fixed interest rate. The Company will pay a weighted average
fixed rate of 5.14% on the $200 million notional amount. The fair value of the
interest rate swap agreements was $1.3 million at October 27, 2000. These swap
agreements replaced four interest rate swap agreements totaling $200 million and
exchanging floating rate exposure to a fixed interest rate. At October 29, 1999,
the fair value of these interest rate swap agreements was $2.0 million.
15
<PAGE>
PART II - OTHER INFORMATION
Item 1. Not applicable.
Item 2. Not applicable.
Item 3. Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no items submitted to a vote of security holders during the
quarter ended October 27, 2000.
Item 5. Not applicable.
10.1 Item 6. A. Exhibits:
27 Financial Data Schedule (for SEC use only)
B. Reports on Form 8-K:
On October 18, 2000, The Company filed a Current
Report on Form 8-K pursuant to Item 9 thereof regarding
certain forward-looking expectations.
16
<PAGE>
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)
December 11, 2000 By: /s/ Brian M. Burr
-----------------
Brian M. Burr
Executive Vice President and
Chief Financial Officer
