DISCOUNT AUTO PARTS INC
10-Q, 1999-10-15
AUTO & HOME SUPPLY STORES
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                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the quarter ended August 31, 1999

                         Commission file number 1-11276

                            DISCOUNT AUTO PARTS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Florida                                           59-1447420
- -------------------------                          -----------------------------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or organization)
4900 Frontage Road, South      Lakeland, Florida            33815
- -----------------------------                      -----------------------------
(Address of principal executive offices)                  (zip code)

                           (863) 687-9226
- --------------------------------------------------------------------------------
           Registrant's telephone number, including area code


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  periods 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


APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

Common Stock $.01 Par Value - 16,690,714 shares as of August 31, 1999


<PAGE>


                            Discount Auto Parts, Inc.

                                      Index



PART I.  FINANCIAL INFORMATION                                              Page


Item 1.  Financial Statements (Unaudited)

         Condensed  Consolidated  Balance  Sheets - August 31,  1999
         and June 1, 1999 .................................................... 3

         Condensed Consolidated Statements of Income - for the thirteen weeks
         ended August 31, 1999 and September 1, 1998 .... .................... 4

         Condensed Consolidated Statements of Cash Flows - for the thirteen
         weeks ended August 31, 1999 and September 1, 1998 ................... 5

         Notes to Condensed Consolidated Financial Statements................. 6

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations................................................. 8

Item 3. Quantitative and Qualitative Disclosures about Market Risk........... 12


PART II. OTHER INFORMATION


Item 1. Legal Proceedings.................................................... 12

Item 6. Exhibits and Reports on Form 8-K..................................... 12

SIGNATURES................................................................... 13



<PAGE>



<TABLE>
PART I - FINANCIAL INFORMATION

Discount Auto Parts, Inc.
Condensed Consolidated Balance Sheets (Unaudited)

<CAPTION>

                                                                               August 31                 June 1
                                                                                  1999                    1999
                                                                           -------------------      ------------------

                                  ASSETS                                                 (In thousands)
Current  assets:
<S>                                                                      <C>                      <C>
     Cash                                                                $              6,776     $             8,795
     Inventories                                                                      221,084                 209,028
     Prepaid expenses and other current assets                                         21,728                  22,773
                                                                           -------------------      ------------------
             Total current assets                                                     249,588                 240,596

Property and equipment                                                                475,732                 457,994
     Less allowances for depreciation and amortization                               (88,727)                (83,417)
                                                                           -------------------      ------------------
                                                                                      387,005                 374,577

Other assets                                                                            5,761                   5,141
                                                                           -------------------      ------------------
Total assets                                                             $            642,354     $           620,314
                                                                           ===================      ==================

                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Trade accounts payable                                              $             72,568     $            87,867
     Other current liabilities                                                         21,878                  21,390
     Current maturities of long-term debt                                               2,400                   2,400
                                                                           -------------------      ------------------
            Total current liabilities                                                  96,846                 111,657

Deferred income taxes                                                                   7,091                   7,091
Long-term debt                                                                        254,305                 224,800

Stockholders' equity:
     Preferred stock
                                                                           -                        -
     Common stock                                                                         167                     167
     Additional paid-in capital                                                       142,230                 142,230
     Retained earnings                                                                141,715                 134,369
                                                                           -------------------      ------------------
     Total stockholders' equity                                                       284,112                 276,766
                                                                           -------------------      ------------------
Total liabilities and stockholders' equity                               $            642,354     $           620,314
                                                                           ===================      ==================

See accompanying notes
</TABLE>



<PAGE>

<TABLE>

Discount Auto Parts, Inc.
Condensed Consolidated Statements of Income (Unaudited)
<CAPTION>
                                                                                          Thirteen               Thirteen
                                                                                         Weeks Ended            Weeks Ended
                                                                                        --------------       ------------------

                                                                                          August 31             September 1
                                                                                            1999                   1998
                                                                                        --------------       ------------------
                                                                                           (In thousands, except per share
                                                                                                       amounts)

<S>                                                                                   <C>                  <C>
Net sales                                                                             $       143,625      $           123,039
Cost of sales, including distribution costs                                                    85,198                   73,695
                                                                                        --------------       ------------------
     Gross profit                                                                              58,427                   49,344

Selling, general and administrative expenses                                                   43,694                   35,069
                                                                                        --------------       ------------------
       Income from operations                                                                  14,733                   14,275
Other income, net                                                                                 638                       24
Interest expense                                                                              (3,651)                  (2,662)
                                                                                        --------------       ------------------
Income before income taxes and cumulative effect of change
         in accounting principle                                                               11,720                   11,637
Income taxes                                                                                    4,374                    4,492
                                                                                        --------------       ------------------
Income before cumulative effect of change in accounting principle                               7,346                    7,145
Cumulative effect of change in accounting principle, net of
        income tax benefit                                                                          -                  (8,245)
                                                                                        --------------       ------------------
                                                                                        ==============       ==================
Net income (loss)                                                                     $         7,346      $           (1,100)
                                                                                        ==============       ==================

Net income (loss) per basic share from:
        Income before cumulative effect of change in accounting principle             $                    $
                                                                                                 0.44                     0.43
        Cumulative effect of change in accounting principle                                         -
                                                                                                                        (0.50)
                                                                                        --------------       ------------------
                                                                                        ==============
        Net income (loss)                                                             $                    $
                                                                                                 0.44                   (0.07)
                                                                                        ==============       ==================
Net income (loss) per diluted share from:
        Income before cumulative effect of change in accounting principle             $                    $
                                                                                                 0.44                     0.42
        Cumulative effect of change in accounting principle                                         -
                                                                                                                        (0.49)
                                                                                        --------------       ------------------
        Net income (loss)                                                             $                    $
                                                                                                 0.44                   (0.07)
                                                                                        ==============       ==================

Average common shares outstanding
                                                                                               16,690                   16,634
Dilutive effect of stock options                                                                  117
                                                                                                                           194
                                                                                        --------------       ------------------
Average common shares outstanding - assuming dilution
                                                                                               16,807                   16,828
                                                                                        ==============       ==================
See accompanying notes.
</TABLE>


<PAGE>



Discount Auto Parts, Inc.
Condensed Consolidated Statements Of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
                                                                                 Thirteen                  Thirteen
                                                                                Weeks Ended            Weeks Ended
                                                                            --------------------------------------------

                                                                                 August 31               September 1
                                                                                   1999                      1998
                                                                            --------------------       -----------------
Operating  activities
<S>                                                                       <C>                        <C>
Net income (loss)                                                         $               7,346      $          (1,100)
Adjustments to reconcile net income (loss) to net cash
    used in operating activities:
       Cumulative effect of change in accounting principle                                    -                   8,245
       Depreciation  and  amortization                                                    5,411                   4,312
      (Gain) on disposals of property and equipment                                       (664)                       -
       Changes in operating assets and liabilities:
          Increase in inventories                                                      (12,056)                 (5,714)
          Decrease (increase) in prepaid expenses and
               other current assets                                                       1,045                 (4,424)
          Increase in other assets                                                        (755)                     (1)
          Decrease in trade accounts payable                                           (15,299)                 (8,576)
          Increase in other current liabilities                                             488                   2,301
                                                                            --------------------       -----------------
Net cash used in operating activities                                                  (14,484)                 (4,957)

Investing  activities
Proceeds from sales of property and equipment                                             1,149                   1,157
Purchases of property and equipment                                                    (18,189)                (22,356)
                                                                            --------------------       -----------------
Net cash used in investing activities                                                  (17,040)                (21,199)

Financing  activities
Proceeds from short-term borrowings and long-term debt                                   38,492                  35,503
Payments of short-term borrowings and long-term debt                                    (8,987)                 (9,719)
Proceeds from other issuances of common stock                                                 -                     138
                                                                            --------------------       -----------------
Net cash provided by financing activities                                                29,505                  25,922

Net  decrease in cash                                                                   (2,019)                   (234)
Cash at beginning of period                                                               8,795                   5,064
                                                                            --------------------       -----------------
Cash at end of period                                                     $               6,776      $            4,830
                                                                            ====================       =================


See accompanying notes.
</TABLE>

<PAGE>


Discount Auto Parts, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)
                                 August 31, 1999

1.  Basis of Presentation

The  accompanying  unaudited  condensed  consolidated  financial  statements  of
Discount Auto Parts,  Inc. (the "Company") have been prepared in accordance with
generally accepted accounting  principles for interim financial  information and
with  the   instructions  to  Form  10-Q  and  Article  10  of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals) considered  necessary for a fair presentation have been included.  For
further  information,  refer to the financial  statements and footnotes  thereto
included in the Company's  Annual Report on Form 10-K for the year ended June 1,
1999.

Operating  results for the  thirteen  week period  ended August 31, 1999 are not
necessarily indicative of the results that may be expected for the entire fiscal
year.

2.  Long-Term Debt

Long-term debt consists of the following (in thousands):
                                                  August 31              June 1
                                                       1999                1999
Revolving credit agreements                  $      199,505       $     170,000
Senior term notes                                    50,000              50,000
Senior secured notes                                  7,200               7,200
                                            ------------------------------------
                                                    256,705             227,200
Less current maturities                              (2,400)             (2,400)
                                            ------------------------------------
                                             $      254,305       $     224,800
                                            ====================================

Effective  July 16,  1997,  the Company  entered  into a three year $175 million
unsecured  revolving  credit agreement (the "Revolver") due in fiscal year 2001.
The rate of interest  payable  under the Revolver was a function of LIBOR or the
prime rate of the lead agent bank, at the option of the Company. During the term
of the  Revolver,  the Company was obligated to pay a fee of .125% per annum for
the unused portion of the Revolver.

Effective  January 29,  1999,  the Company  entered  into a separate $20 million
unsecured revolving credit agreement with a financial institution.  The facility
was scheduled to mature  September 1, 1999.  The rate of interest  payable under
the facility is a function of LIBOR.

Effective July 29, 1999,  the Company  entered into a new five year $265 million
unsecured  revolving  credit  agreement (the "New  Revolver").  The New Revolver
replaces both of the  aforementioned  revolving credit  facilities.  The rate of
interest payable under the New Revolver is a function of LIBOR or the prime rate
of the lead agent bank, at the option of the Company. During the term of the New
Revolver,  the Company is also obligated to pay a fee, which fluctuates based on
the Company's  debt-to-capitalization  ratio,  for the unused portion of the New
Revolver.

Effective  August 8, 1997,  the  Company  issued $50  million  senior term notes
facility (the "Notes"). The Notes provide for interest at a fixed rate of 7.46%,
payable  semi-annually,  with  semi-annual  principal  payments of $7.1 million,
beginning on July 15, 2004.

At August 31, 1999 and June 1, 1999,  the Company's  weighted  average  interest
rate on its  borrowing  under its  revolving  lines of credit was 6.2% and 5.3%,
respectively.

As of August 31, 1999, the Company had approximately  $65.5 million of available
borrowings under the New Revolver.

The Company has issued two senior secured notes, each for an original  principal
amount of $12 million, to an insurance company.  The notes are collateralized by
a first  mortgage on certain  store  properties,  equipment  and  fixtures.  The
agreements  provide  for  interest  at fixed  rates of 10.11% and 9.8%,  payable
quarterly,  with annual  principal  payments of $1.2 million on each December 15
and May 31.

The  Company's  debt  agreements  contain  various  restrictions,  including the
maintenance of certain  financial  ratios and  restrictions  on dividends,  with
which the Company was in compliance as of August 31, 1999.

3. Business Acquisition

Effective  September 28, 1998,  the Company  acquired,  pursuant to a definitive
purchase  agreement  dated  September  21, 1998,  all the Rose Auto Parts stores
through  an  asset  purchase  from  Eastern   Automotive   Warehouse,   Inc.,  a
wholly-owned  subsidiary  of  National  Auto  Parts  Warehouse,  Inc.  The total
purchase  price was  approximately  $8.2 million.  The  acquisition  included 39
leased retail store locations,  primarily located in south Florida, and a leased
warehouse facility in Miami,  Florida.  The acquisition involved the purchase of
inventory  and  furniture  and  equipment  at these  various  locations  and the
assumption  of the  respective  leases.  At August 31,  1999,  26 of the 39 Rose
retail  locations  were in operation.  Consistent  with its plan,  Discount Auto
Parts has not continued operations in any of the remaining 13 stores.

The  acquisition  has been accounted for using the purchase method of accounting
and, accordingly,  the purchase price has been allocated to the assets purchased
and  the  liabilities  assumed  based  upon  the  fair  values  at the  date  of
acquisition.  Operating  results of the acquired  business have been included in
operations  since  the  date  of the  acquisition.  Goodwill  of  $2.7  million,
resulting from the acquisition, is being amortized over twenty years.

The pro forma  impact of the  acquired  business on results of  operation is not
material.

4. Accounting Change

During the fourth quarter of fiscal year 1999, the Company changed its method of
accounting for store  inventories from the first-in,  first-out retail inventory
method to the  weighted  average  cost  method.  The new  method  for  computing
inventories is preferable  because it more  accurately  measures the cost of the
Company's merchandise and produces a better matching of revenues and expenses.

The first  quarter of fiscal 1999 has been restated to give effect to the change
in the Company's method of accounting for inventories.  The effect of the change
as of the beginning of the first quarter of fiscal 1999 (i.e.  June 3, 1998) has
been presented as a cumulative effect of a change in accounting method, net of a
$5,190,000 income tax benefit,  of $8,245,000,  and has been recorded as of such
date. In addition, the effect of this change on operations for the first quarter
of fiscal year 1999 was to decrease income before cumulative effect of change in
accounting principle by $203,000 ($.01 per diluted share).







Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Results of Operations

Thirteen Weeks Ended August 31, 1999 Compared to Thirteen Weeks Ended
September 1, 1998

Total sales for the first quarter of fiscal 2000 were $143.6 million as compared
to $123.0  million a year earlier.  Comparable  store sales (which include sales
under the  Company's  commercial  delivery  program)  increased 1% for the first
quarter of fiscal  2000.  The  balance of the  increase  in total  sales for the
fiscal 2000 first quarter was  attributable  to net sales from new stores opened
since the beginning of fiscal 1999.

At August 31, 1999,  the Company had 580 stores in operation,  compared with 558
stores at June 1, 1999 and 472 stores at September 1, 1998.

Gross profit for the first quarter of fiscal 2000 increased to $58.4 million, or
40.7% of net sales, as compared to $49.3 million, or 40.1% of net sales, for the
comparable  period of fiscal  1999.  The  increase  is  primarily  the result of
overall lower product cost.

Selling, general and administrative (SG&A) expenses increased as a percentage of
sales  from  28.5% in the first  quarter  of  fiscal  1999 to 30.4% in the first
quarter of fiscal 2000.  The increase is primarily due to the expenses  incurred
related to the implementation and expansion of the Company's commercial delivery
program and somewhat lower do-it-yourself ("DIY") comparable store sales for the
first quarter of fiscal 2000 as compared to the 1999 quarter, thus impacting the
ability of the Company to leverage these expenses.

Income from operations for the first quarter of fiscal 2000 was $14.7 million as
compared to $14.3 million in the first quarter of fiscal 1999. Operating margins
for the first  quarter of fiscal  2000 were 10.3% as  compared  to 11.6% for the
first quarter of fiscal 1999.  Operating  income and the  resulting  margins for
both the first  quarter of fiscal 2000 and the first quarter of fiscal 1999 were
negatively  impacted  by the  implementation  and  expansion  of  the  Company's
commercial  delivery  program.  Excluding the impact of the commercial  delivery
program,  operating  margins were  approximately  11.6% for the first quarter of
fiscal 2000 versus approximately 12.2% for the first quarter of fiscal 1999.

Interest  expense  for the first  quarter  of fiscal  2000 was $3.7  million  as
compared to $2.7 million for the first quarter of fiscal 1999.  The increase was
the result of (1) increased borrowings  associated with new store growth and (2)
higher interest rates.

Income before the  cumulative  effect of a change in  accounting  method for the
first  quarter  of fiscal  2000 was $7.3  million or $.44 per  diluted  share as
compared  to $7.1  million  or $.42 per  diluted  share  reported  for the first
quarter of fiscal 1999.

During the fourth  quarter of fiscal 1999,  the Company  implemented a change in
its method of accounting  for store  inventories  from the  first-in,  first-out
method  calculated  using a form of the retail  inventory method to the weighted
cost  method.  The Company  believes the new method for  computing  inventory is
preferable because it provides for better matching of revenues and expenses. The
Company made this change in connection with new store-level  perpetual inventory
systems installed throughout fiscal 1999.  Accordingly,  it is believed that the
new inventory valuation method will better correspond with the Company's current
operating practices for store inventory  management.  As a result of this change
in accounting  method,  the Company  reported a non-cash,  fiscal 1999 after tax
charge of $8.2  million,  or $.49 per diluted share which is reflected as of the
beginning of the first quarter of fiscal 1999 and which represents the beginning
of the 1999 fiscal year impact of the change in accounting method.

The Company's  effective tax rate for the first quarter of fiscal 2000 was 37.3%
as  compared  to 38.6% for the first  quarter  fiscal  1999.  The lower tax rate
primarily is reflective of estimated reductions anticipated as a result of state
tax planning and  restructuring  initiatives,  which are in the process of being
implemented.

The Company  reported net income was $7.3 million or $.44 per diluted  share for
the first  quarter of fiscal  2000 as  compared  to, for the  reasons  described
above, a net loss of $1.1 million,  or $.07 loss per diluted share for the first
quarter of fiscal 1999.

Liquidity and Capital Resources

For the  thirteen  weeks ended August 31,  1999,  net cash of $14.5  million was
utilized  by the  Company's  operations  versus  $5.0  million  utilized  by the
Company's  operations  for the  comparable  thirteen week period of fiscal 1999.
During the thirteen  weeks ended  August 31, 1999,  this net use of cash was due
primarily to a reduction in trade  accounts  payable (which was largely a result
of fiscal 1999 year-end  extended  vendor terms coming due),  and an increase in
inventories  resulting primarily from new store growth and additional  inventory
added to commercial designated stores. These uses of cash were offset in part by
current period earnings and depreciation.

Capital  expenditures  for the  thirteen  weeks ended August 31, 1999 were $18.2
million.  The  majority  of the  capital  expenditures  related to the 22 stores
opened during that period.  For all of fiscal 2000, the Company  expects to open
approximately 80 to 90 new stores.

The Company is  currently  in the process of planning  and  developing  a second
distribution  center.  The new distribution  center is expected to be opened and
operational in the fall of calendar year 2000. Capital  expenditures  associated
with the second distribution center are still being finalized,  but are expected
to be approximately $15 million to $20 million.

The Company also continued the roll-out of a commercial delivery service,  which
began in the third  quarter of fiscal 1998.  The Company's  commercial  delivery
service consists of a program whereby commercial customers (such as auto service
centers,  commercial  mechanics,  garages  and the  like)  establish  commercial
accounts with the Company and order  automotive  parts from the Company and such
parts will be delivered  from,  or can be picked up from,  nearby  Discount Auto
Parts stores. The commercial delivery program is expected to require the Company
to extend trade credit to certain of the commercial account customers as part of
the  ordinary  course of  business.  The  extension  of such trade  credit  will
increase the capital  requirements  associated  with the roll-out of the program
and will  expose the  Company to credit risk from  uncollectible  accounts.  The
Company has  established  systems to manage and control  such credit  risk.  The
amount of capital  that is needed to cover  extension  of trade  credit  will be
dependent  in large part upon the  success of the  commercial  delivery  service
roll-out and how quickly the  commercial  business  develops.  Because this is a
relatively new aspect of the auto parts supply  business for the Company,  there
are risks  associated  with the  Company's  entry  into  this new  aspect of the
business and there can be no assurance as to if or when the commercial  delivery
service business will be profitable or as to whether the Company will experience
any financial or other challenges in managing and controlling the credit risk.

The Company  anticipates that total capital  expenditures for all of fiscal 2000
including the costs associated with the addition of 80 to 90 new stores, initial
construction  of the second  distribution  center and the working  capital costs
associated with the continued expansion of the commercial delivery service, will
be in the range of $70 million to $75 million.

As of August 31, 1999, the Company had $65.5 million of additional  availability
under its existing financing agreements.

The Company has  historically  been able to finance most of its new store growth
through unsecured lines of credit and medium and longer term mortgage  financing
provided by banks and other  institutional  lenders,  and through cash flow from
operations.  Consistent  with its historical  practice,  the Company  expects to
finance much of its short and long-term liquidity needs for new store growth, as
to land and  buildings,  primarily  through  these lines of credit and  mortgage
financing (renewals and replacements thereof), and as to equipment and fixtures,
primarily  through  cash flow from  operations.  In  addition,  the  Company  is
exploring options to utilize sale/leaseback arrangements and synthetic leases to
secure additional liquidity and to address new store growth.

The Company's new store development  program also requires  significant  working
capital,  principally for inventories.  The Company has historically  used trade
credit to partially  finance new store  inventories  and has been  successful in
negotiating  extended  payment terms and incentives from many suppliers  through
volume  purchases.  The  Company  believes  that it  will  be  able to  continue
financing  some of its  inventory  growth  through the  extension  of  favorable
payment  terms and  incentives  from its vendors,  but there can be no assurance
that the Company  will be  successful  in doing so. The  additional  funding for
inventory  expansion  has been  provided  in large  part  from  cash  flow  from
operations.

The Company  believes  that the expected cash flows from  operations,  available
bank  borrowings  and trade  credit,  will be sufficient to fund the capital and
liquidity  needs of the Company through fiscal 2001. The Company expects that by
the end of  fiscal  2001  additional  funding  sources,  such as  sale/leaseback
arrangements, will be necessary to supplement the new revolving credit facility.


Inflation and Seasonality

The Company does not believe its  operations  have been  materially  affected by
inflation.  The Company has been  successful,  in many  cases,  in reducing  the
effects of merchandise cost increases  principally by taking advantage of vendor
incentive  programs,  economies of scale  resulting  from  increased  volumes or
purchases, and selective forward buying.

Although sales have  historically  been somewhat higher in the Company's  fourth
quarter  (March  through May),  the Company does not consider its business to be
seasonal.


Year 2000 Issue

The Year 2000 issue results from computer programs and electronic circuitry that
do not  differentiate  between the year 1900 and the year 2000  because they are
written using two rather than four digit dates to define the applicable year. If
not corrected,  many computer applications and date-sensitive devices could fail
or produce  erroneous results when processing dates after December 31, 1999. The
Year 2000 issue affects virtually all companies and organizations, including the
Company.

The  Company  employs  a  number  of  information   technology  systems  in  its
operations,   including,   without  limitation,   computer  networking  systems,
financial  systems  and other  similar  systems,  some of which  are  internally
developed  and others  are  licensed  from  outside  vendors.  A number of these
systems  have been  recently  implemented  by the Company and thus most of these
recently implemented systems are believed to be Year 2000 compliant.  Management
developed and has been pursing a plan to modify the Company's other  information
technology systems. As of the end of September 1999, this plan was substantially
complete.

Throughout its operations, the Company also employs electronic equipment such as
building  security,  product  handling  and other  devices  containing  embedded
electronic  circuits.  The Company has identified and  prioritized  the embedded
technology  devices  which may be deemed to be mission  critical or that tend to
have a more significant  impact on normal  operations.  A team of internal staff
and management  that was identified to manage the Company's Year 2000 initiative
developed  and  implemented  a separate  plan to upgrade  these higher  priority
embedded  technology  devices.  The  implementation  of this  separate  plan was
substantially complete as of the end of September 1999.

When fully addressed, the Company anticipates having spent less than $250,000 to
address the year 2000 issue.  This includes the estimated costs of all equipment
upgrades,  software  modification,  the salaries of  employees,  and the fees of
consultants addressing the issue. The majority of these funds were spent January
through June 1999. The funds to pay for addressing the Year 2000 issue will have
come from available  funds. The Company believes that the cost of addressing the
Year 2000 issue have not and will not have a  material  effect on the  Company's
consolidated financial position or results of operations.

The Company has sought to evaluate  and manage the  potential  risk posed by the
impact of the Year 2000 issue on its major  suppliers  and  vendors.  Formal and
informal  communications  with these major suppliers and vendors were initiated,
and substantially completed as of September 1999. However, it has been difficult
to determine with any certainty  whether such suppliers and vendors will be able
to  successfully  address the Year 2000 issue with  respect to their own systems
and thus be able to process  purchase orders  immediately  following  January 1,
2000.

Should the Company or any third  party with whom the  Company has a  significant
business  relationship  have a systems  failure due to the century  change,  the
Company believes that the most significant impact would likely be the inability,
with respect to a store or group of stores, to conduct operations due to a power
failure, to timely deliver inventory,  to receive certain products from vendors,
or to  electronically  process  sales to the  customer at the store  level.  The
Company  does not  expect  any such  event to have a  significant  effect on its
overall operations.  However, the Company's initiatives with respect to the Year
2000 issue are  subject to a variety of risks and  uncertainties,  some of which
are beyond the Company's control. The failure of the Company or any of its major
suppliers or vendors to achieve Year 2000 readiness  could have adverse  impacts
on the Company's business  operations not currently  anticipated,  which in turn
could  have  an  adverse  effect  on the  Company's  future  financial  results.
Accordingly, the Company has developed contingency plans for such events.

Forward Looking Statements

The Management's  Discussion and Analysis of Financial  Condition and Results of
Operations and other sections of this quarterly  report contain  forward looking
statements that are based on the current expectations, estimates and projections
about the industry in which the Company operates,  management's  beliefs and the
assumptions   made  by   management.   These   statements   include   the  words
"anticipates",  "expects",  "expected",  "should" and "believes",  variations of
such words, and similar  expressions which are intended to identify such forward
looking  statements.  These forward looking  statements are subject to potential
risks and  uncertainties  that could cause actual  results to differ  materially
from historical results or those currently anticipated.

These  potential  risks  and  uncertainties  include,  but are not  limited  to,
increased competition,  extent of the market demand for auto parts, availability
of inventory  supply,  propriety of inventory  mix,  adequacy and  perception of
customer  service,  product quality and defect  experience,  availability of and
ability to take advantage of vendor pricing  programs and  incentives,  sourcing
availability,  rate of new store openings,  cannibalization  of store sites, mix
and types of merchandise sold,  governmental  regulation of products,  new store
development and the like,  performance of information systems,  effectiveness of
deliveries  from the  distribution  center,  ability  to hire,  train and retain
qualified  team  members,  availability  of  quality  store  sites,  ability  to
successfully  implement the commercial delivery service,  credit risk associated
with the commercial  delivery  service,  environmental  risks,  availability  of
expanded and extended credit facilities,  year 2000 compliance issues,  expenses
associated with investigations concerning freon matters, potential for liability
with respect to these matters and other risks.





Item 3. Quantitative and Qualitative Disclosures about Market Risk

The  Company  is  exposed  to changes  in  interest  rates,  primarily  from its
long-term  revolving credit agreement.  The Company also has long term debt that
bears a fixed  rate.  There is a risk that  market  rates will  decline  and the
required  payments  will  exceed  those  based on  current  market  rates on the
long-term debt.



PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings


The Company is  currently  involved in  litigation  with its  insurance  carrier
pursuant to which the Company is seeking  recovery under its insurance policy of
certain amounts incurred in connection with the previously reported Airgas, Inc.
litigation  and the  settlement  thereof.  Recently,  the  separate  motions for
summary judgment by the Company and by the insurance carrier were denied and the
litigation is proceeding. The ultimate outcome of such litigation or an estimate
of the amount of potential insurance recoveries, if any, cannot be determined at
this time. No benefit for any recovery,  which may result, has been reflected in
the Company's fiscal year 2000 financial statements.

Discount  Auto Parts is not a party to any other legal  proceedings,  other than
various  claims  and  lawsuits  arising in the  normal  course of the  Company's
business.   The  Company  does  not  believe  that  such  claims  and  lawsuits,
individually  or in the  aggregate,  will have a material  adverse effect on its
financial condition or results of operations.


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

27       Financial Data Schedule  (For SEC Use Only)

(b)      Reports on Form 8-K

         The Company  did not file any  reports on Form 8-K during the  thirteen
         week period ended August 31, 1999.



<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.


                                            DISCOUNT AUTO PARTS, INC.


Date:    October 14, 1999                   By: /s/ Peter J. Fontaine
                                                ---------------------
                                                   Peter J. Fontaine
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)

Date:   October 14, 1999                    By: /s/ C. Michael Moore
                                                --------------------
                                                   C. Michael Moore
                                                   Chief Financial Officer
                                                    (Principal Financial and
                                                     Accounting Officer)


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<S>                             <C>
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