DOLLAR GENERAL CORP
8-K, EX-1.2, 2000-11-09
VARIETY STORES
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                                                                     Exhibit 1.2



                               2000 THIRD QUARTER

                                 CONFERENCE CALL

                                November 6, 2000

Thank you for joining us for our  discussion of third quarter  results.  With me
this afternoon are Cal Turner,  Jr., Chairman and CEO; Bob Carpenter,  President
and Chief  Operating  Officer;  Stonie  O'Briant,  Executive  Vice  President of
Merchandising;  Earl Weissert,  Executive  Vice  President of Operations;  Randy
Sanderson,  Vice  President and  Controller;  Wade Smith,  Treasurer;  and Kiley
Fleming, Director of Investor Relations.

Our comments  will  contain  forward-looking  information,  which is provided in
accordance with the safe harbor provisions of the Private Securities  Litigation
Reform Act. We believe  our  underlying  assumptions  are  reasonable.  However,
actual  results  may differ  materially  from our  projections,  due to the risk
factors identified in the company's annual report on form 10K.

The following  comments  contain  references to years 2001, 2000 and 1999, which
represent  fiscal years ending  February 1, 2002,  February 2, 2001, and January
28, 2000, respectively.

This  afternoon,  we will review  third  quarter  results and discuss  full year
expectations.  I will also take this  opportunity to review  investments we have
made this year in the context of our long-term strategy.


First, we'll discuss third quarter results.


I.       Earnings

         For the third  quarter ended October 27, 2000,  Dollar  General  earned
         $0.15 per diluted share,  compared with $0.15 in the third quarter last
         year.  Net income was $51.0  million  compared  with $50.9 million last
         year.

II.      Sales

         Total sales for the quarter  increased 15.1%.  Same-store sales for the
         13-week period increased 0.8%. Sales by category are as follows:

         o    Total  sales of Highly  Consumable  merchandise  increased  24.4%;
              same-store sales increased 8.9%, slightly below our expectations.

         o    Total sales of Basic Clothing  increased  9.8%;  same-store  sales
              decreased 3.9%, below our expectations.

         o    Total sales in the  Hardware,  Stationery  and  Seasonal  category
              increased 7.5%; same-store sales decreased 5.9%.

         o    Total  sales of Basic Home  Products  decreased  2.0%;  same-store
              sales  decreased  14.3%,  primarily  as a result  of  discontinued
              merchandise.

         Although  we  experienced  softer  than  expected  sales  in some  core
         categories  as a result of low  in-stocks,  we had better than expected
         sales in other departments,  including food, toys, Halloween and summer
         seasonal merchandise.

         While the  average  purchase  was flat at  slightly  more  than  $8.00,
         customer  transactions  increased 1% in the third quarter.  The average


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         purchase  included  slightly  fewer items with a higher  average  price
         point  than last year.  We believe  these  transaction  trends  reflect
         stronger than expected sales of higher ticket, seasonal merchandise and
         lower than expected sales of low ticket  consumable  merchandise,  as a
         result of lower than  expected  in-stocks  of core  merchandise  in our
         stores.

III.     New Store Development

         During  the third  quarter,  the  Company  opened  184 new  stores.  In
         addition,  53  existing  stores  were  relocated  or  remodeled  in the
         quarter.  This  compares  with 177 new  stores and 102  relocations  or
         remodels in the third  quarter  last year.  The Company  also closed 14
         stores  during the quarter,  compared  with 10 closings  last year.  At
         quarter  end,  the company  operated  4,889 stores with a total of 33.1
         million selling square feet.

         Year-to-date,  we have opened 168 preferred developer stores, 137 build
         to suit stores and 169 small stores. This compares with 139, 143 and 40
         stores,  respectively  last year. This year, we have taken advantage of
         unexpected  opportunities  within our market  area to open  stores with
         less than  6000  square  feet of  selling  space.  While  small  stores
         generate less total sales  revenue,  the return on investment is higher
         than the company average.

         Year-to-date,  the projected average annualized sales for new stores is
         $800,000  compared  with  $847,000  last year.  Excluding the effect of
         opening  more small  stores  than  originally  planned,  new stores are
         annualizing at 85% of existing store sales, comparable to last year.

         In the  fourth  quarter,  we expect to open  30-50 new stores and close
         5-10 stores.

IV.      Gross Margin

         For the quarter  gross  margin as a  percentage  of sales  increased 13
         basis points to 29.37% compared with 29.24% last year,  benefiting from
         higher  purchase  markup.  As a percentage  of sales,  lower shrink and
         transportation  expense offset higher  distribution  center expense and
         higher markdowns 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.

V.       SG&A

         Although expenses were below plan,  lower-than-expected sales prevented
         the company from achieving operating expense leverage.  As a percentage
         of sales,  total SG&A  increased 101 basis points to 21.61% from 20.60%
         last year,  primarily as a result of higher health  insurance  expense,
         rent expense and payroll expense.

VI.      Interest Expense

         Interest  expense  increased to $4.9 million compared with $2.3 million
         last year as a result of higher  average  borrowings to support  higher
         capital expenditures.

<PAGE>

VII.     Inventories

         Inventory   management   is   improving,   thanks  in  large   part  to
         contributions from technology and distribution investments. Despite the
         operation of 724 additional  stores,  total LIFO inventories  increased
         only 6.1% to $1,173.3 million compared with $1,105.5 million last year.
         Average LIFO inventory per store  increased  3.7% to $193,000  compared
         with  $186,000  last  year.  This  small  increase  in store  inventory
         reflects the impact of increased  seasonal purchases in anticipation of
         fourth quarter sales.

         We continue to see  improvements in our  distribution  center inventory
         levels as a result of the  implementation  of our new DC  replenishment
         system.  At the  end of  the  quarter,  we had  $100  million  less  in
         distribution center inventory than last year! Average LIFO DC inventory
         per store this year was $47,000  compared  with  $80,000  last year,  a
         decrease of 41%.

VIII.    Capital Expenditures

         Capital  expenditures  for  the  year-to-date  equaled  $209.4  million
         compared with $112.4 million last year. This increase was primarily the
         result of store development projects and distribution investments.

         For the full year,  we expect to spend  approximately  $240  million in
         capital  expenditures,  slightly  less than our  original  expectations
         reflecting  fewer  than  expected  openings  of  preferred  development
         stores.  (The initial  capital  investment  for  preferred  development
         stores is $600,000-$700,000 per store compared with $70,000-$80,000 per
         store for a conventional lease location.)

IX.      Balance Sheet

         Cash and Other Current Assets

         Regarding the balance sheet, certain  reclassifications  have been made
         to the 1999 financial  statements to conform to the 2000  presentation.
         These reclassifications  relate to investments that are not liquid cash
         equivalents and are considered `other current assets.'

         Accounts Payable

         Accounts payable decreased 11%, reflecting:  (1) a greater sales mix of
         highly  consumable  items which have shorter payment terms;  and (2) an
         increase of import purchases in anticipation of fourth quarter seasonal
         sales.

         Deferred Income Tax Liability

         As in the second  quarter,  deferred  income taxes  increased over last
         year due to the  accelerated  depreciation  of  certain  assets for tax
         purposes.

X.       Review of 2000 initiatives

         We have  undertaken a  significant  amount of change this year.  In our
         enthusiasm for the strategic  opportunity  that exists,  we took on too
         much change too quickly.  However,  while our  short-term  results have


<PAGE>

         been  adversely  impacted,   these  investments  are  critical  to  our
         continued long-term growth.

         In real estate, our primary objective this year was to open 675-700 new
         stores   and  to  open  them   earlier  in  the  year  for  more  sales
         contribution.  Year-to-date,  we are  proud  to  announce  that we have
         opened 643 stores compared with 501 stores last  year--that's more than
         2 stores every day! Further, a full 93% of our planned openings in 2000
         are ready to serve  customers  now as we head into the holiday  season.
         That  means  more  sales   contribution  from  these  stores  and  less
         distraction for our operations group in the fourth quarter.

         In August, we opened our new distribution  center in Alachua,  Florida.
         Developing quickly,  Alachua now serves 560 stores. Our new Zanesville,
         Ohio  distribution  center is on schedule to open in the 1st quarter of
         2001.  In  September  we closed the  Homerville,  Georgia  distribution
         center without any material disruption to our stores. While we will use
         the Villa Rica, Georgia warehouse to support new store openings for the
         rest of  2000,  the  investments  we have  made  in  technology  and in
         distribution capacity will enable us to serve new stores opened in 2001
         from our full-service distribution centers.

         Improving  inventory  turn to four times a year is one of our five-year
         strategic  goals,  and this year we are  creating the platform for that
         improvement through our investments in distribution and technology.

         We have installed a new distribution  center  replenishment  system and
         now fully utilize our  merchandising  system to manage all domestic and
         supply purchase orders. These systems have contributed significantly to
         our  improved  inventory  performance  year-to-date.   New  information
         systems  implemented  in the last 90 days  will  give  our DC  managers
         planning  tools  to  increase   cross-dock   utilization,   laying  the
         foundation for the next improvement in DC inventory turn.

         This year, we began the  implementation of the largest store technology
         initiative  in company  history.  It includes the  installation  of new
         point-of-sale  scanners  in  all  stores,  the  introduction  of a  new
         shelf-ordering  process  and  the  launch  of a new  register  retrofit
         program. Year-to-date, we have installed new POS scanners in all stores
         and have  installed new IBM  registers in 2400 stores.  We will replace
         registers in 2000 stores in 2001, and finish the  installation in early
         2002.

         We have developed and tested  systems to support taking  inventories by
         UPC (rather than tracking  inventory in terms of  department  dollars).
         However,  we have  decided  to delay the store  implementation  process
         until 2001 to allow our teams to fully  digest the changes we have made
         in our stores this year. In early  October we began  testing  automatic
         replenishment of all core merchandise in three stores,  and we'll share
         our learnings at year-end.

         Finally,  supporting our objective to increase sales  productivity,  we
         implemented  a new store  layout that  positions  us well for  stronger
         sales.  While  improving our  opportunity  for sales per square foot of

<PAGE>

         core products,  we have increased our space allocation for seasonal and
         promotional  merchandise  by 50%. The new  placement of  higher-turning
         items and the wider aisles will improve  customer  flow as sales volume
         accelerates.

         Recent customer research has revealed  enthusiastic customer acceptance
         of the new  layout.  Our  customers  tell us that  they  like the wider
         aisles  and  that  stores  are  easier  to shop  (and  therefore,  more
         convenient). Our customers also say the stores are bigger, brighter and
         more inviting.

         So, the question I think you are  interested  in most is "what is going
         on with sales?" We have made a significant  effort to better understand
         that question  ourselves so that we can address the challenges that are
         preventing us from fully realizing the benefits of the store reset.

         While there has been much  discussion in the industry  about the impact
         of fuel prices and a potential slowdown in consumer spending, I want to
         focus our comments on those issues we can affect.  We believe our sales
         are lower than expected  because our average store in-stock  percentage
         of key items is lower than last year.  This years'  out-of-stocks  have
         had a greater  impact on sales  given that they are high  demand,  core
         items.  Our store teams are working hard to ramp up the learning  curve
         on ordering.  While some store managers still need additional training,
         many store managers have mastered the new process.  In fact, 42% of our
         stores  reported  same-store  sales  increases  greater than 4% for the
         third  quarter,  and 22% of our stores posted  double-digit  same-store
         sales increases.  This month we are implementing a "training blitz" for
         those stores  needing  additional  support,  and we expect  significant
         improvement in store in-stocks very soon.

         Now, I want to quantify  our  expectations  for the fourth  quarter and
         full year.

XI.      Earnings Guidance

         Because  our  Company  has  adopted  the  Retail  Federation  Reporting
         Calendar,  our fiscal year ending  February  2, 2001,  will  include 53
         weeks of sales and expenses  compared with a 52-week period in 1999. To
         avoid  confusion  as to  comparable  periods,  the  following  earnings
         guidance  reflects only the comparable  52-week period.  When we report
         the full year in  February  2001,  we will  disclose  the impact of the
         additional week.

         We expect an intensely  competitive  retail  environment  in the fourth
         quarter as many retailers  react to a less  enthusiastic  customer with
         more  promotional  advertising  (certainly a risky treadmill to ride!).
         Further, we believe our target customer will continue to feel the pinch
         of higher fuel costs. Therefore, we are taking a more conservative view
         of sales in the fourth quarter. For the fourth quarter, we expect total
         revenues to increase  16-19% and same store sales to increase 2-5%. For
         the full  year,  we expect  total  revenues  to  increase  15-16%,  and
         same-store sales to increase 1-2%.

         For the full year, we expect gross margin, as a percentage of sales, to
         increase 20-25 basis points compared with last year,  reflecting better



<PAGE>

         transportation  expense as a  percentage  of sales and better  purchase
         markup.  Despite a difficult shrink comparison,  we expect gross margin
         as a percentage of sales to be comparable  with the fourth quarter last
         year.  Last year,  the fourth  quarter  benefited 100 basis points from
         better than expected annual shrink results.  In the fourth quarter this
         year, we expect better markup  resulting  from higher sales of seasonal
         merchandise to offset higher shrink as a percentage of sales.

         We expect SG&A as a percentage of sales to increase 90-110 basis points
         for the full year and  increase  120-170  basis  points  in 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, they disclosed
         certain  health  insurance  billings and  reimbursements  that were not
         current.  While clearly we expect better results from our new provider,
         bringing those billings and  reimbursements  current will likely result
         in a  significant,  one-time  increase in health  insurance  costs this
         year. Second, we are 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.  But, I want to
         re-emphasize the one-time nature of these expenses,  and we expect that
         next year  these  operating  expenses  will once  again be in line with
         historical trends.


         As we expect to see  additional  contribution  from our  investments in
         distribution,  technology  and  merchandising,  we expect  inventory to
         increase less than total revenues for the full year.

         Interest  expense as a  percentage  of sales for the full year could be
         10-15 basis points higher,  reflecting both higher  borrowing  balances
         and higher interest rates.

         The Company  expects that the tax rate for the fourth  quarter and full
         year will be 36.25%.

XII.     Additional Comments

         In closing,  while the positive  results of our  initiatives  this year
         have  been  masked  somewhat  by a  "slump"  in  sales,  we  have  made
         significant  improvements  in our Company that will serve our customers
         and shareholders  better in the future.  Our stores now have a terrific
         platform for sales development,  and we believe we will see the benefit
         of our hard work in increasing  sales once we overcome these short-term
         hurdles.

         Our  long-term  strategy of being a  "customer  driven  distributor  of
         consumable  basics " is right and has all the  ingredients  to  deliver
         sustainable growth and exceptional profitability.

         This concludes my prepared comments. Operator, we are now ready for the
         question and answer session.



<PAGE>

Summary of question and answer session:

1.       What  are  the  Company's   store  opening   goals,   planned   capital
         expenditures  and  earnings  expectations  for  2001?  We will  provide
         guidance for 2001 when we announce results for 2000 in February 2001.

2.       What is the  earnings  impact of the extra week (53rd  week) this year?
         Dollar  General  adopted the Retail  Federation  reporting  calendar in
         1996, and this is the first year the Company has  experienced the extra
         week in a fiscal  period.  We  believe  that a fair  representation  of
         operational  productivity  requires the  comparison  of equal  periods.
         Therefore,  we will provide guidance for a 52-week period compared with
         52 weeks last year.  We will report the impact of the 53rd week when we
         report results for the fourth quarter and full year.

3.       Why was distribution  expense as a percentage of sales higher than last
         year for the  quarter?  Factors  driving  the year over  year  increase
         include: the operation of an additional distribution center for part of
         the quarter;  and expenses associated with the Zanesville  distribution
         center,  expected to open in early 2001.  Although  total  distribution
         expense was slightly  lower than plan, lower-than-expected sales in the
         quarter increased the impact on gross margin.

4.       In the third quarter,  accounts  payable leverage  declined.  Will this
         continue?  Accounts  payable  decreased  as a result  of: (1) a greater
         sales mix of highly  consumable items which have shorter payment terms;
         and (2) an  increase  of import  purchases  in  anticipation  of fourth
         quarter  seasonal sales.  The timing of imports is a seasonal issue and
         should not impact our accounts payable at year-end

5.       Do you see any  material  difference  in the  build-to-suit  stores  or
         preferred  developer  store  performance  relative  to your  other  new
         stores? On average, preferred development stores generate higher annual
         sales  volume but  require a higher  capital  investment.  On  average,
         build-to-suit  stores  have  higher  than  average  sales,  higher rent
         expense and longer lease terms.

6.       Is the  preferred  development  program  something  to which you remain
         committed? Yes. However, because of the capital investment required, we
         will be very selective with the program.

7.       Your rapid store  growth over the last several  years has  dramatically
         increased your need for new store managers.  Given these recruiting and
         training  challenges.  Do you  think  you will need to cut back on next
         year's  expansion  plans,  at least for a year,  to `catch up' on store
         managers  training?  Every year we work  diligently  to  determine  the
         balance of new store growth and  same-store  sales growth  opportunity.
         While we may consider  reducing our  expansion  rate in the future,  we
         haven't made that decision.



<PAGE>



8.       In addition to the one-time  impact of the increased  health  insurance
         and workers'  compensation  expense, what other items are impacting the
         expected  increase in SG&A in the fourth  quarter?  As we implement our
         training blitz in the fourth quarter, we expect to commit extra payroll
         to the stores to support our store teams.  Therefore,  we do not expect
         payroll to be lower than last year as a percentage of sales.

9.       You have indicated that you have increased your seasonal purchases this
         year. Can you give us any more information? This year, we increased our
         toy purchases by 35-40%, and our Christmas purchases are up nearly 70%.
         Though it is early in the season,  we are seeing  good  results in toys
         and  Christmas  merchandise.  We  believe  we  have a  strong  seasonal
         position  this  year,  and we don't  think  we will  sell  through  our
         assortment as early as we did last year.







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