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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended May 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 1-11276
DISCOUNT AUTO PARTS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 59-1447420
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
4900 Frontage Road South, Lakeland, Florida 33815
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(Address of principal executive offices) (Zip code)
(863) 687-9226
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(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
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Common Stock, Par Value $.01 Per Share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 past 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by
non-affiliates of the registrant.
Approximately $86,481,000 as of August 14,
2000 (based upon the closing sales price
reported by the New York Stock Exchange
and published in the Wall Street Journal
on August 15, 2000)
Indicate the number of shares outstanding of each of the registrant's
classes of common equity, as of the latest practicable date:
Common Stock, par value $.01 per share -- 16,700,449 shares as of
August 14, 2000
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Documents incorporated by reference:
Part II Annual Report to Stockholders for the Fiscal Year Ended
May 30, 2000.
Part III Definitive Proxy Statement for the Company's Annual Meeting of
Stockholders presently scheduled for October 11, 2000.
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DISCOUNT AUTO PARTS, INC.
ANNUAL REPORT ON FORM 10-K
for the
YEAR ENDED MAY 30, 2000
TABLE OF CONTENTS
<TABLE>
<S> <C> <C> <C>
PART I...................................................................................................................4
ITEM 1. BUSINESS...........................................................................................4
ITEM 2. PROPERTIES........................................................................................15
ITEM 3. LEGAL PROCEEDINGS.................................................................................15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS...............................................16
PART II.................................................................................................................16
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............................16
ITEM 6. SELECTED FINANCIAL DATA...........................................................................16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............17
ITEM 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........................................17
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.......................................................17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE............................................................17
PART III................................................................................................................17
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................................................17
ITEM 11. EXECUTIVE COMPENSATION............................................................................17
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT....................................................................................18
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................................................18
PART IV.................................................................................................................18
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K.................................................................18
</TABLE>
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PART I
ITEM 1. BUSINESS
GENERAL
Discount Auto Parts, Inc. ("Discount Auto Parts" or the "Company") is
one of the Southeast's leading specialty retailers and suppliers of automotive
replacement parts, maintenance items and accessories to both "Do-It-Yourself"
("DIY") consumers and professional mechanics and service technicians. As of May
30, 2000, the Company operated a chain of 643 Discount Auto Parts stores, with
441 stores located throughout Florida, 106 stores in Georgia, 38 stores in
Mississippi, 32 stores in Louisiana, 19 stores in Alabama, and seven stores in
South Carolina. As of May 30, 2000, 172 of the 643 stores provided commercial
delivery service. Each Discount Auto Parts store carries an extensive line of
brand name replacement "hard" parts, such as starters, alternators, brake pads,
brake shoes and water pumps, for domestic and imported cars, vans and light
trucks, as well as brand name maintenance items and accessories. The Company is
not in the business of selling tires or performing automotive repairs or
installations.
Discount Auto Parts has achieved significant growth in each of its five
latest fiscal years. Net sales have increased to $598.3 million in fiscal 2000
from $307.5 million in fiscal 1996 and income from operations has increased to
$57.1 million in fiscal 2000 from $40.5 million in fiscal 1996. The number of
stores has increased to 643 as of the end of fiscal 2000 from 314 at the end of
fiscal 1996.
The Company's success has resulted primarily from implementing clear
and effective operating and growth strategies. The Company's operating
strategies include building a highly knowledgeable and motivated work force,
developing customers for a lifetime, attaining leading market share in every one
of its existing markets and utilizing advanced information systems. With respect
to growth strategies, the Company believes in continuing its emphasis on new
store openings, standardizing new store formats and constantly seeking to
improve merchandising concepts. Effectively executing these strategies has
helped the Company provide customers with superior service, value and parts
selection at conveniently located, well-designed stores. The continued
implementation and expansion of a commercial delivery program is also part of
the Company's future growth strategy.
In 1971, Discount Auto Parts was founded with a single 800 square foot
store in Winter Haven, Florida by Herman Fontaine, his son, Denis L. Fontaine,
and other members of the Fontaine family. Since the Company's inception, members
of the Fontaine family, including Herman Fontaine, Denis L. Fontaine and Peter
J. Fontaine, managed the Company and played key roles in formulating and
carrying out its business strategies. Herman Fontaine served as President from
1972 until 1978 and as the Chairman of the Board from 1972 until 1986, at which
time he became Chairman Emeritus. Although he no longer serves as an executive
officer or director, the Company continues to have the benefit of Herman
Fontaine's advice and counsel. Denis L. Fontaine assumed the roles of Chief
Executive Officer and President in 1978 and held such positions until his death
in June 1994. Peter J. Fontaine, who has been with the Company for over 22 years
and previously served as Chief Operating Officer, was elected as President and
Chief Executive Officer in 1994. Effective February 1, 1997, William (Bill) C.
Perkins, who has been with the Company for over 16 years and served as Chief
Financial Officer from 1992 to 1996, assumed the positions of President and
Chief Operating Officer while Peter J. Fontaine remained Chief Executive
Officer.
INDUSTRY OVERVIEW
The automotive aftermarket consists of products and services purchased
for motor vehicles after the original sale of the vehicles such as accessories,
maintenance and repairs, replacement parts, etc. According to the Automotive
Parts and Accessories Association (APAA), an industry group that compiles
statistics on aftermarket activity, in 1995 the market for domestic automotive
aftermarket products and services represented approximately $188 billion in
annual sales. The Automotive Service Association (ASA) reports that total
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aftermarket hard parts sales for all vehicles were $97.8 billion in 1996.
Analysts estimate the overall automotive aftermarket earnings growth rate
between 2-4%, and retail auto chain growth rate to be between 5-8%. Industry
margins have shown resiliency, with gross margins trending upward and operating
margins holding steady. The Company believes there are several main items
driving performance in the automotive aftermarket industry. These include (i)
increases in the average number of miles driven per vehicle each year, (ii)
increases in the average age of cars on the road, and (iii) an increase in the
average ticket price of repair services.
The automotive aftermarket is consolidating as national and regional
specialty retail chains gain market share at the expense of smaller independent
operators and less specialized mass merchandisers. Automotive specialty retail
chains with multiple locations enjoy competitive advantages in purchasing,
distribution, advertising and marketing compared to most small independent
retailers. The significant increase in the variety of domestic and imported
vehicle makes and models has made it difficult for smaller independent retailers
and less specialized mass merchandise chains to maintain inventory selection
broad enough to meet customer demands. This has created a competitive advantage
for automotive specialty retailing chains that have the financial resources and
distribution capability to stock and deliver a broad inventory selection to meet
customer needs.
The retail industry is divided into two components: the DIY consumer
and the professional installer. The professional installer market's relative
size and its perceived higher growth rate has caused the top DIY retailers to
enter the repair sector by opening service bays or supplying parts to the
professional installer market. The repair sector of the market is expected to
provide substantial growth opportunities for the top DIY retailers. The Company
believes this has created a competitive advantage for those automotive specialty
retailing chains, such as Discount Auto Parts, that have the financial resources
and distribution capability to stock and deliver an inventory selection broad
enough to meet customer needs.
OPERATING STRATEGIES
BUILDING THE TEAM
Guided by the principle "First build the team, then the team will build
the business," Discount Auto Parts has made a commitment to building and
retaining employees who are highly motivated and knowledgeable team players. The
Company provides extensive formal and on-the-job team-building training programs
that focus on providing superior customer service, automotive parts knowledge,
selling skills, store operational procedures and personal development. Financial
incentives and stock ownership are also an important element of the Company's
team building focus. As a result of this employee-focused strategy, the Company
has one of the highest rates of sales per employee in its industry. In addition,
management believes that the Company has one of the lowest employee turnover
rates in the industry. The low turnover rate tends to lead to superior customer
service and product knowledge, which are considered to be key factors in
attracting customers in the DIY automotive industry.
The CEO, Peter Fontaine, has built a dedicated and knowledgeable
management team. The management team has significant experience in all aspects
of the Company's operations. There are 60 members in the senior management team,
including 39 Division Managers. The team members have an average of 12 years of
experience with the Company. The team is profit-oriented and growth-minded and
has a solid understanding of the automotive aftermarket industry based on their
many years of experience.
DEVELOPING CUSTOMERS FOR A LIFETIME
The Company believes that the attributes most valued by DIY consumers
are superior customer service, convenient and accessible neighborhood locations,
broad product selection and competitive everyday low prices. In an effort to
develop DIY customers for a lifetime, the Company is committed to developing,
maintaining and improving these key value drivers.
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SUPERIOR CUSTOMER SERVICE
Customer service has enabled the Company to develop a loyal customer
base and become a market leader. Customer service is enhanced by in-store
computerized catalogs to assist in the selection of parts, liberal return
policies, and lifetime warranties on certain parts. The stores also offer free
testing of starters, alternators, and batteries; battery charging; installation
assistance for batteries and windshield wipers; and use of specialty tools for
do-it-yourself installation.
The Company's special order program is designed with the goal of
assuring the broadest availability of its merchandise at each of the Company's
stores. The special order program provides the Company on-line accesses to
numerous third party warehouse distributors with which the Company has a
relationship. If merchandise is unavailable at a particular store or one of the
Company's express warehouses, Company team members can order an item on-line and
generally have it available for the customer within 24 hours.
The Company's stores are open seven days per week, 364 days per year,
typically from 8 a.m. to 9 p.m. with some higher volume stores having extended
hours in order to better serve the DIY customer.
CONVENIENT AND ACCESSIBLE NEIGHBORHOOD LOCATIONS
Locating stores at sites that are convenient and accessible to its
customers is an essential part of the Company's customer service philosophy. The
Company believes that over 50% of its customers view convenience and
accessibility as the number one driver in choosing an automotive parts store.
Given this customer priority, one of the Company's strategies is to cluster
stores in neighborhood locations in order to offer its customers increased
convenience and accessibility. The Company's strategy is generally to draw
customers from a 1.5 to 2 mile radius while many of its competitors attempt to
draw customers from a larger radius. Management believes the Company's
relatively low cost structure gives it the ability to profitably operate stores
in close proximity, thereby offering customers more convenience than most of its
competitors. In addition, the Company attempts to build new stores in locations
that are easily accessible from a number of major roadways and arteries.
BROAD PRODUCT SELECTION
The Company offers a wide selection of automotive replacement parts,
maintenance items and accessories designed to cover a broad range of specific
vehicle applications. Depending on the store format and including the inventory
at the Parts Express warehouses, a typical Discount Auto Parts store generally
carries between 16,000 and 45,000 SKU's. The Company's operating strategy
emphasizes automotive replacement hard parts. Over the past several years, and
particularly in fiscal 1999, in order to support this strategy, the Company has
generally continued to substantially increase the number of replacement hard
parts carried in its stores.
Replacement hard parts sold at the Company's stores include brake
shoes, brake pads, belts, hoses, starters, alternators, batteries, shock
absorbers, struts, CV half shafts, carburetors, transmission parts, clutches,
electronic components, and suspension, chassis and engine parts. The Company
also offers complete engines that are stocked at its distribution center. Other
products include maintenance items, such as oil, antifreeze, brake and power
steering fluids, engine additives, car paints, protectants and waxes; and
accessories, such as floor mats, seat covers and car stereos and speakers.
One of the Company's strategies is to carry a wide selection of
different automotive replacement parts as opposed to having multiple brand names
and SKUs for any one part. As a result, the Company believes that its product
selection satisfies a broader range of DIY demands with fewer SKUs than the
product selection of its competitors. The Company emphasizes brand names and
other high quality products among broad product lines.
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PRICE LEADERSHIP
The Company utilizes an everyday low price strategy with prices that
are generally at or below those of its competitors in the market area served by
each store. The Company's depot stores generally offer even lower pricing than
its mini-depot stores. Along with everyday low prices, the Company often runs
special promotional pricing on selected products. The Company's name "Discount
Auto Parts" reinforces the Company's pricing strategy. The Company promotes both
its name and its pricing strategy through newspaper, direct mail, radio and
television advertisements, and through in-store promotional signage and
displays. Most of the Company's stores have a freestanding highly visible pole
or marquee sign promoting special prices and customer service programs.
In an effort to offer the lowest price to its customers, the Company
continually seeks to reduce the purchasing and distribution costs of its
merchandise. The Company achieves such cost reductions by working with its
vendors to secure product cost savings and other benefits, making volume
purchases, achieving efficiencies in its distribution system, and achieving
higher productivity at the store level. The Company believes its ability to
control costs, and thereby maintain price leadership, is a key advantage over
its competitors.
During March 2000, the Company engaged the firm of Cap Gemini Ernst &
Young to assist it in a year-long comprehensive supply chain review. The project
will include evaluations of ways to lower distribution costs, reduce total
inventory, improve inventory turns and improve overall gross margins.
LEADING THE DIY MARKET
The Company's goal is to be the leading DIY specialty retailer of
automotive parts and accessories in each of its existing markets and prospective
markets. The Company believes its ability to achieve market leadership is
dependent upon successful implementation of its operating strategies and careful
selection of new markets and store sites. The Company believes that market
leadership provides higher consumer name recognition and economies of scale in
purchasing, distribution, advertising, marketing and management.
The Company is the largest DIY specialty retailer of automotive parts
and accessories in Florida. As of May 30, 2000, 441 (69%) of the Company's 643
stores were located in Florida. The Company believes it has the leading market
share in the state of Florida. The demographics within Florida are favorable for
continued growth. In particular, Florida ranks third in the nation in the total
number of registered cars and light trucks, is the fourth most populous state
and continues to be one of the fastest growing states in the nation.
The Company believes the strength of its market position in Florida has
provided a competitive advantage and a solid foundation for further expansion
into nearby southeastern states including Georgia, Alabama, South Carolina,
Mississippi and Louisiana. These states provide many of the same favorable
conditions and opportunities that exist in Florida, which should help the
Company further expand into these and adjacent states and adjust more quickly to
these new markets.
UTILIZING ADVANCED INFORMATION SYSTEMS
In order to maintain its competitive position, the Company emphasizes
and continually invests in advanced distribution and information systems. As a
result of continually updating these systems with state-of-the-art equipment,
management believes the Company has some of the most advanced integrated
distribution and point-of-sale capabilities in its industry. These systems
provide many benefits, including lower distribution and operating costs,
improved in-stock positions at its stores and enhanced customer service. In
addition, during fiscal 2000, the Company made several enhancements to its
existing systems and introduced new technology.
The software utilized for the commercial delivery program was enhanced
to better serve the commercial component of the business. In addition, the
Company implemented a Data Warehouse. The Data Warehouse
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provides information on customer transactions and inventory levels and
facilitates better management of customer service and inventory levels. Also,
during fiscal 2000, the Company invested in radio frequency ("RF") technology in
its stores. The RF technology enables the stores to have real time knowledge of
their inventory levels through the re-order and cycle count processes. The
Company plans to continue to upgrade its systems through the integration of
additional related specialized software over the next several years, including
the introduction of state-of-the-art warehouse technology it its new
distribution center in Mississippi. All of these changes are designed to provide
enhanced customer service and improve supply chain efficiencies.
DISTRIBUTION
The Company's distribution system is one of the most advanced inventory
management information systems in the industry. The system utilizes
computer-aided, laser scanning and wireless technology, which interfaces with
the Company's management information and point-of-sale systems. The system
features computer aided ordering and inventory management, having the capability
to monitor inventory levels and determine store by store product needs. The
Company has a warehouse management system referred to as the Wizard system
("Wizard"). Wizard provides support for the improvement of the Company's
efficiency regarding shipment of merchandise. The system utilizes wireless hand
held bar code scanning terminals which operate in a real time environment and
which are integrated with a racking and flow system featuring conveyers and
computerized sorting devices. These integrated systems enable the Company's team
members to efficiently pick, assemble and palletize merchandise for shipment to
individual stores. All product movement, including receiving, put-away, restock,
cycle counting, picking and shipping, is monitored and tracked by Wizard.
Stores typically place orders electronically each week with the
Company's distribution center. These orders are generally delivered within 48
hours of receipt by way of the Company's fleet of trucks and trailers.
The Company's distribution center, which also houses its headquarters
and administrative offices, is located in Lakeland, Florida, on property owned
by the Company. The total facilities (including parking areas) currently occupy
the majority of a 31.5 acre tract. The facilities front Interstate 4, the
east-west expressway that cuts across central Florida. The Company's
distribution center was expanded to double its size during fiscal 1999. The
expanded distribution center is comprised of approximately 600,000 square feet
and is capable of serving approximately 700 stores. Additional office space,
support facilites, and expansion of the merchandising design center were also
completed during fiscal 1999. The expanded distribution center provides service
to the Company's Parts Express warehouses, and is utilized to support the
commercial delivery program.
The Company is currently in the process of building a second
distribution center. The second distribution center is expected to be
approximately 400,000 square feet and, ultimately, support approximately 450
stores. The new distribution center is expected to be opened and operational
early in calendar 2001. Capital expenditures associated with the second
distribution center are expected to be approximately $30 million. In May 2000,
the Company entered into a $28 million long-term lease agreement for the
facility. The Company will not begin making lease payments until the facility is
in operation.
STORE OPERATIONS
The Company has point-of-sale computer terminals at all of its stores,
which communicate interactively with the Company's distribution and management
systems. These terminals decrease transaction times, reduce register lines and
eliminate labor time previously spent in price labeling of merchandise. In
addition, point-of-sale terminals perform valuable functions for management.
Since these terminals capture sales information at the time of the transaction,
management can generate real time sales reports that assist in-store and
Company-wide planning. The point-of-sale system also has an automated suggested
reordering function that is designed to help increase store level in-stock
positions. The automation of the re-order process is believed to have decreased
the time and labor required for store inventory management.
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During fiscal 1999, the Company completed the implementation of a new
perpetual inventory system for its stores. This system allows the Company to
better manage specific store level inventories based on the customers buying
patterns for a particular store location.
GROWTH STRATEGIES
CONTINUING NEW STORE OPENINGS
The Company expects to add approximately 60 to 65 stores during fiscal
2001. The Company plans to continue opening new stores in the standardized store
formats and constantly seeks to improve merchandising concepts. In the last five
fiscal years, the Company has opened an average of 87 stores per year including
85 stores in fiscal 2000.
As of August 2, 2000, the Company had opened 11 new stores in fiscal
2001. Also, as of August 2, 2000, 6 new stores were under construction and an
additional 44 sites for new stores had been purchased, leased or were under
contract for acquisition.
In certain Florida markets, the Company has opened stores in close
geographic proximity to other Discount Auto Parts stores. This operating
strategy is designed to help the company establish a competitive position in
each of the Company's markets as well as to support its strategy of providing
the customer with shopping convenience. Although the new stores tend to attract
sales that would otherwise have been made in other Discount Auto Parts stores,
management believes that the negative impact on comparable store sales is
substantially offset by the Company's ability to leverage costs such as
advertising and store management expenses. The Company believes that in the long
term, the increased growth in the Florida population, as well as the Company's
continued implementation of its commercial delivery program, will provide even
greater justification for stores that are in close proximity.
The following table sets forth information concerning increases in the
number of Discount Auto Parts stores during the past five fiscal years and the
anticipated increase for fiscal 2001:
<TABLE>
<CAPTION>
PLANNED
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C>
Beginning Stores 248 314 400 452 558 643
New Stores (1) 66 86 53 106 (2) 85 60-65
Stores Closed -- -- 1 -- -- --
--- --- --- --- --- -------
Ending Stores 314 400 452 558 643 703-708
=== === === === === =======
</TABLE>
(1) Does not include stores that opened as relocations of previously existing
stores within the same general market area or substantial renovations of
stores.
(2) Includes the 26 stores acquired as part of the September 1998 acquisition of
Rose Auto Parts.
When opening a new store, the Company generally seeks high visibility
sites in high traffic locations (often on corners). Prior to entering new
markets, the Company performs extensive research with key factors including
population, demographics, vehicle profile and number and strength of competitive
stores. The Company generally seeks to open new stores within or contiguous to
existing market areas and attempts to cluster development in new urban and
suburban markets in a relatively short period of time in order to achieve
economies of scale in management, advertising and distribution costs. The
Company also evaluates the potential first year sales return on investment when
determining specific store site locations.
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STORE FORMATS AND EXPRESS WAREHOUSES
The Company has developed three types of retail store formats: the
mini-depot store, the full service store and the depot store format. These
standardized formats have tended to lower new store operating costs through
increased efficiency and consistency in the selection, acquisition, design and
opening of new stores. As a result, the Company is modeling new stores according
to the standardized formats and using appropriate elements of one of these three
store formats to remodel existing stores. Since the initiation of the
standardized formats, the Company has converted the product selection at all of
the existing stores to either the mini-depot, full service or depot formats.
Under the standardized store formats, a mini-depot store has
approximately 4,200 selling square feet and carries an average of approximately
16,000 SKU's. The average full service store has generally the same footprint as
a mini-depot format store, but offers a wider selection of parts because it also
provides commercial delivery service. On average the full service store carries
an average of 17,500 SKU's. The average depot store has approximately 8,000
selling square feet, offers greater product selection and carries an average of
approximately 22,000 SKU's.
The following table indicates certain information about the 643
Discount Auto Parts stores in operation as of May 30, 2000:
AVERAGE STOCK NUMBER OF TOTAL SELLING
STORE FORMAT KEEPING UNITS STORES SQUARE FOOTAGE(1)
------------ -------------- --------- -----------------
Mini-depot 16,000 471 1,950,000
Full Service 17,500 131 (2) 565,000
Depot 22,000 41 246,000
---------
Total selling square footage 2,761,000
=========
(1) Total selling square footage includes normal selling space, but excludes
office, stockroom, shelving space behind the parts counter, receiving and
any excess space not utilized in a store's operations space. Such square
footage also excludes square footage associated with the express warehouses.
(2) Currently, the Company provides its commercial delivery program from 172
stores. Of that number, 131 are operated from full service format stores and
27 are operated from depot format stores. The Company is in process of
converting 14 mini-depot format stores to service the remaining commercial
stores.
In 1998, in an effort to provide support for product availability at
its stores and to help facilitate the rollout of its commercial delivery
program, the Company developed an "express" warehouse concept and opened its
first Parts Express warehouse in Orlando, Florida in excess space of an existing
depot. As of May 30, 2000, the Company had 10 Parts Express locations in
operation. The Parts Express warehouses are located in Orlando, Tampa, Miami,
Fort Myers, Jacksonville, West Palm Beach, Tallahassee, Atlanta, Mobile and
Kenner, Louisiana.
Each Parts Express warehouse currently stocks approximately 45,000
SKU's and occupies approximately 10,000 square feet. The objective of
establishing express warehouses is to provide inventory support to mini-depot
and depot stores within the same geographic market of the respective express
warehouse,
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as well as to support the Company's commercial delivery program. In most
locations, Parts Express warehouses have been utilizing excess space in
identified depot stores. While most of the Parts Express warehouses utilize
excess space in a depot format store, some have been designed as a stand-alone
facility.
Depot stores are targeted for major metropolitan markets where such
stores can serve densely populated market areas. Depot stores are also utilized
as support locations for nearby mini-depot stores in a hub-and-spoke fashion
and, along with the Parts Express warehouse, offer van delivery for inventory
transfers to other Discount Auto Parts stores. The Company's merchandising staff
also utilizes depot stores to test new products in an effort to help maximize
the success of new SKU additions at mini-depot stores.
CONTINUING TO IMPROVE MERCHANDISING
One of the Company's growth strategies is to improve its merchandising
concepts, primarily by broadening product selection and emphasizing the sale of
replacement hard parts which generally provide higher gross profit margins. The
Company is also using its plan-o-grams program (which improves merchandise
presentation and in-stock positions) and the in-store point-of-sale system to
improve merchandising. The point-of-sale system helps the Company maintain
proper inventory levels and provide real-time sales information. The interface
of new plan-o-grams with the Company's point-of-sale systems provide a more
sophisticated means of inventory control and management. These systems are
designed to enhance overall sales and gross margins in each individual store.
During fiscal 1999, the Company implemented a new perpetual inventory system at
its stores. The Company has been able to secure more enhanced information from
the perpetual inventory system, enabling the Company to better determine proper
individual store merchandise and inventory levels. These enhancements, coupled
with the implementation of the express store format in selected metropolitan
markets, should continue to enable the Company to improve its overall inventory
turnover.
Although each Discount Auto Parts store carries the same basic product
lines, each Division Manager, with input from individual store managers, has
certain abilities to adapt product mix based on the specific needs of the market
area served by the stores.
COMMERCIAL MARKET BUSINESS
The Company began the rollout of a commercial delivery service in the
third quarter of fiscal 1998. Under the Company's commercial delivery service
program, which operates under the name "Pro2Call", commercial customers (such as
auto service centers, commercial mechanics, garages and the like) are able to
establish commercial accounts and purchase and receive automotive parts. The
automotive parts are either delivered or are available for pick up at nearby
Discount Auto Parts stores. As of May 30, 2000, 172 of the Company's store
locations provided commercial delivery service. By the end of fiscal 2001, the
Company expects commercial delivery services to be provided by approximately 250
stores. Upon completion of the rollout, the Company expects to provide
commercial delivery service from approximately 60% to 65% of its stores.
The Company's entry into the commercial delivery market has required
total capital expenditures of approximately $16 million, which amount includes
the funding of losses incurred by the program to date. In addition, the
commercial delivery program requires the Company to extend trade credit to
certain of the commercial account customers in the ordinary course of business.
The extension of such trade credit increases the capital requirements associated
with the program and could expose the Company to credit risk from uncollectible
accounts. The Company has established systems designed to manage and control
such credit risk. The amount of capital that is needed for 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.
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In addition, the Company is also utilizing small trucks to achieve its
delivery of parts to commercial customers. These vehicles are currently being
leased as part of a master fleet leasing arrangement. Additional vehicles will
need to be added in the future as commercial designated stores are opened and as
sales volume increases warrant.
The Company believes the commercial delivery business is important to
its long-term success, as it will further allow for the leveraging of fixed and
certain variable store expenses. Although the commercial delivery program has
thus far incurred operating losses, the Company expects the program to provide
positive operating contributions in fiscal 2001. 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 if and/or when the commercial delivery service
business will be profitable or whether the Company will experience any financial
or other challenges in managing and controlling the credit risk.
STORE OPERATIONS
STORE DESIGN AND VISUAL MERCHANDISING
The Company seeks to design and build stores with a high visual impact.
The Company's stores are generally freestanding buildings situated in highly
visible locations and are designed to provide easy access and ample parking. The
Company utilizes colorful exterior signage which displays the "Discount Auto
Parts" name and advertise current product specials. Stores are attractive and
brightly-lit. They have signage and special displays to aid customers in
locating merchandise and promoting products. The majority of the selling space
contains shelves for automotive replacement parts, maintenance items, and
accessories, with selected merchandise featured at the ends of the aisles, at
the cash register areas, and in other high traffic and visible areas. All stores
have a hard parts counter staffed by knowledgeable, customer-service oriented
team members. All of the stores have computerized parts catalogs located at the
hard parts counter that provide parts information based on the make, model, and
year of an automobile.
The Company believes that continually improving and upgrading the
appearance of its stores increases sales per store. As market conditions
warrant, Discount Auto Parts relocates or substantially renovates existing
stores. Stores are relocated primarily to secure improved site locations and to
expand store size. In addition, some stores are increased in size in connection
with renovations. The Company considers a store to have been substantially
renovated when it has spent more than $70,000 on store improvements other than
for ordinary course of business maintenance and upkeep expenses.
STORE TEAM MEMBERS
A typical mini-depot format store employs 8 to 10 team members, a
typical full service format store employs 10 to 13 team members and a typical
depot format store employs 15 to 20 team members. Each store employs a manager,
one or two assistant managers, a team leader and additional full and part-time
team members. Stores offering commercial delivery also employ 2 to 3 drivers. A
store manager's incentive compensation is based upon the performance of his or
her store vis-a-vis the average Company store. Store managers are reviewed
quarterly on sales levels, gross margins and operating margin. This review and
compensation program attempts to align the goals of the Company's store managers
with those of senior management (i.e., primarily increased same store sales,
stable or improving gross margins and selling, general and administrative
expense control). The Company supervises store operations primarily through
three regional Vice Presidents of Store Operations and 39 Division Managers,
each of who supervises between 14 and 23 stores. The three regional Vice
Presidents in turn report to William C. Perkins, the Company's President and
Chief Operating Officer.
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Purchasing, merchandising, advertising, accounting, cash management and
other store support functions are provided by the Company's corporate
headquarters. The Company believes that relieving store managers of primary
responsibility for these functions allows them more time to focus on customer
service and the execution of the Company's in-store merchandising and marketing
strategies.
DIMENSIONS OF EXCELLENCE REVIEWS
The Company prides itself on continuous store improvement and an
overall high level of customer service. In an effort to achieve these standards,
the Company conducts "dimensions of excellence" reviews of each of its stores
twice each year in order to evaluate the stores' operations. Each dimensions of
excellence review encompasses a comprehensive itinerary of store characteristics
and performance criteria. The dimensions of excellence teams are made up of
store managers from other districts selected based on their success as managers
and their depth of experience, and members of senior management from the
Company's headquarters.
The Company also has a program whereby each week members of the senior
management team visit several of the Company's stores to monitor operations. In
addition, every store is generally visited bi-weekly by a division manager. All
of these review programs help insure the Company's stores are being maintained
in accordance with the Company's standards of excellence.
PURCHASING AND DISTRIBUTION
Merchandise is selected and purchased for all stores at the Company's
headquarters. Approximately 98% of the Company's merchandise is shipped by
vendors to the Company's distribution center located in Lakeland, Florida.
Deliveries are usually made to individual stores on a weekly basis by the
Company's fleet of trucks and trailers. In fiscal 2000, the Company purchased
products from over 250 suppliers. During fiscal 2000, the Company's ten largest
suppliers accounted for approximately 39% of the Company's purchases but no
single supplier accounted for more than 7% of total purchases. During fiscal
1999 and 1998 the Company's ten largest suppliers accounted for approximately
34% and 28%, respectively, of the Company's total inventory purchases. The
Company believes its relationships with its suppliers are excellent. The Company
also believes alternative sources of supply exist (and in some cases such
relationships are maintained on a smaller scale), at similar cost and on similar
terms, for substantially all types of products sold.
In order to offer the lowest prices to its customers, the Company
continually seeks to reduce purchase and distribution costs of its merchandise.
The Company achieves cost reductions working with vendors to secure product
savings and other benefits, making volume purchases, and achieving efficiencies
in its distribution system and higher productivity at the store level. Over the
last few years, the Company has created cost efficiencies through the roll out
of its point-of-sale system and the implementation of its Wizard software system
in the distribution center.
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ADVERTISING AND PROMOTION
The Company uses various methods to promote its products, including
newspaper, direct mail, radio, television, in-store banners, displays and
promotions. The Company also uses sales incentives and price-based promotions to
advertise its products. In addition, the Company believes that DIY customers are
also strongly influenced by "word-of-mouth" recommendations from satisfied
customers. The Company also works closely with its suppliers in order to promote
its products. The Company views its suppliers as an important element of the
advertising and operating process. The suppliers provide certain benefits to the
Company, such as volume discounts, rebates, credits, return allowances,
cooperative advertising and signage assistance programs. The suppliers also
provide product knowledge and training and education that assist the Company's
team members in providing excellent customer service.
COMPETITION
Both the retail and commercial delivery automotive parts aftermarket
are highly competitive. Automotive products similar or identical to those
available at the Company's stores are generally available from a variety of
different competitors in the communities served by Discount Auto Parts stores.
The number of competitors and the level of competition faced by Discount Auto
Parts stores vary by market area. The principal competitive factors which affect
the Company's business are store location, customer service, product selection,
product quality, timeliness of commercial deliveries and price. In the state of
Florida, the Company operates the largest specialty retail chain offering
automotive replacement parts, maintenance items and accessories to the DIY
consumer. The Company competes in its various markets with a number of local,
regional and national automotive retail chains including Auto Zone, Pep Boys,
and Advance Auto. To a lesser extent, the Company's stores also compete with
automotive wholesalers or jobbers such as NAPA, Big A and Steego and, in certain
product categories such as batteries, oil, filters and accessories, mass
merchandisers such as Wal-Mart, Target and Kmart. In the commercial delivery
program, the Company competes with many of those same companies.
Although the Company believes that it competes effectively in its
various markets, certain of its competitors, or their parent organizations, are
larger in terms of sales volume, have access to greater capital and management
resources, or have been operating longer in particular market areas.
TEAM MEMBERS
As of May 30, 2000, the Company employed 6,390 team members (5,111 were
full-time team members). Approximately 82% of the Company's team members are
employed in stores or in direct field supervision, while 18% work in the
distribution center, and/or corporate and support functions. The Company has no
collective bargaining agreements covering any of its team members, and has never
experienced any material labor disruption.
TRADEMARKS
The Company believes that its name, distinctive lettering and
eye-catching stores are important to its operating strategy. In addition, as the
Company continues to expand its commercial delivery business, the Company is
establishing value in its Pro2Call service mark, which is the name under which
the commercial delivery business operates. Although the Company develops and
owns other trademarks, service marks and copyrights, the Company does not
believe that its business is otherwise substantially dependent on any particular
trademark, service mark, copyright or patent. Furthermore, the Company is not
aware of any infringing uses or any assertion of infringing uses in any of its
current market areas with respect to these
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intellectual property rights, that, in the opinion of the Company, could
materially affect the Company's uses of its marks and trade dress described
above.
ITEM 2. PROPERTIES
DISTRIBUTION CENTER AND HEADQUARTERS
The Company's distribution center, which also houses its headquarters
and administrative offices, is located in Lakeland, Florida on property owned by
the Company. The total facilities (including parking areas) currently occupy the
majority of a 31.5 acre tract. The facilities front Interstate 4, the east-west
expressway that cuts across central Florida.
The Company's distribution center was expanded in 1996, which doubled
its size. As a result of this expansion, there is essentially no additional
useable area on its headquarters site for further expansion of the facility.
However, the expanded distribution center comprises approximately 600,000 square
feet and is capable of serving approximately 700 stores. The expanded
distribution center also provides service to the Company's Parts Express
warehouses, and is utilized to support the commercial delivery program.
DISCOUNT AUTO PARTS STORES
The Company has historically owned the majority of its store locations
in order to maximize real estate flexibility and control operating costs. As of
May 30, 2000, the Company owned 554 or 86% of its locations. The average cost of
a new mini-depot format store is approximately $700,000, including $600,000 for
the land, building, and soft costs and $100,000 for furniture, fixtures and
equipment.
Certain of the stores in which the Company has an ownership interest
are affected by credit facilities or mortgages on which the total unpaid
principal balance as of May 30, 2000 was approximately $6.0 million. These
borrowings, which are to be repaid in aggregate annual installments of $2.4
million, accrue interest at rates ranging between 9.8% and 10.11% per annum.
Most of the Company's store leases provide for the payment of a fixed
rent, plus increases to cover ad valorem taxes, insurance and maintenance costs.
The leases are generally for a term of five years, with the Company having the
right to renew for one or more additional five-year terms.
The Company is currently in the process of completing a sale/leaseback
transaction for approximately 150 of its stores outside the state of Florida.
The transaction is expected to provide the Company with $80 million to $85
million of net proceeds. The proceeds will be used to reduce outstanding
indebtedness under the Company's revolving line of credit. The Company expects
the transaction to be completed by the end of August 2000.
ITEM 3. LEGAL PROCEEDINGS
Coalition for a Level Playing Field, et. al. v. AutoZone, Inc. et. al,
Case No. 00-0953 in and for the United District Court, Eastern District of New
York. In February 2000, the Coalition for a Level Playing Field ("Coalition")
and over one hundred independent automotive parts and accessories aftermarket
warehouse distributors and jobbers filed a lawsuit in the United States District
for the Eastern District of New York against the Company and other retailers.
The plaintiffs claim that the defendants have knowingly received volume
discounts, rebates, slotting and other allowances, fees, free inventory, sham
advertising and promotional payments, a share in the manufacturers' profits, and
excessive payments
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for services purportedly performed for the manufacturers in violation of the
Robinson-Patman Act. The Complaint seeks injunctive and declaratory relief,
unspecified treble damages on behalf of each of the plaintiffs, as well as
attorneys' fees and costs. The Company believes the claims to be without merit
and intends to vigorously defend the action.
The Company is currently involved in litigation with a former insurance
carrier pursuant to certain litigation brought by Airgas, Inc. concerning the
sale and distribution of freon during 1997. The Airgas litigation was settled in
July 1997. The Company is seeking recovery under its insurance policy of certain
amounts incurred in connection with the 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 that 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is listed on the New York Stock Exchange.
Information included under the caption "Common Stock Price Range" and "Number of
Stockholders" on page 28 of the Company's 2000 Annual Report to Stockholders is
incorporated herein by reference.
Since the initial public offering, the Company has not paid any cash
dividends. The Company does not intend to pay any cash dividends for the
foreseeable future and intends to retain earnings, if any, for the future
operation and expansion of the Company's business. Any determination to pay
dividends in the future will be at the discretion of the Company's Board of
Directors and will be dependent upon the Company's results of operations,
financial condition, contractual restrictions and other factors deemed relevant
by the Board of Directors. The Company's existing credit facilities contain
restrictions on the payment of cash dividends on the Common Stock. At May 30,
2000, approximately $160.7 million of the Company's retained earnings were
available for dividend distribution.
ITEM 6. SELECTED FINANCIAL DATA
Information under the caption "Selected Financial Data" on page 6 of
the Company's 2000 Annual Report to Stockholders is incorporated herein by
reference.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 7 through pages 12 of
the Company's 2000 Annual Report to Stockholders is incorporated herein by
reference.
ITEM 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risk is limited to fluctuations in interest rates
as it pertains to the Company's borrowings under its credit facility. The
Company pays interest on borrowings at the LIBOR rate plus an applicable margin
ranging from .625% to 1.25% based on the Company's debt-to-capitalization
ratio. If the interest rates on the Company's borrowings averaged 100 basis
points more in fiscal 2001 than they did in fiscal 2000, the Company's interest
expense would increase and income before income taxes would decrease by
approximately $2.1 million. This amount is determined solely by considering the
impact of the hypothetical change in the interest rate on the company's
borrowing cost without consideration for other factors such as actions
management might take to mitigate its exposure to interest rate changes.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements of Discount Auto Parts, Inc. together with
the report thereon of Ernst & Young LLP, appearing on pages 13 through 25 and
page 27 of the Company's 2000 Annual Report to Stockholders are incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information contained under the captions "Election of Directors" and
"Executive Officers" on pages 2 through 3 and page 9 of the Company's Proxy
Statement for the 2000 Annual Meeting of Stockholders is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
Information contained under the captions "Executive Compensation" and
"Compensation Committee Interlocks and Insider Participation" on pages 10
through 13 of the Company's Proxy Statement for its 2000 Annual Meeting of
Stockholders is incorporated herein by reference.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained under the caption "Security Ownership" on
pages 14 through 16 of the Company's Proxy Statement for its 2000 Annual
Meeting of Stockholders is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the caption "Certain Relationships and
Related Transactions" on page 13 of the Company's Proxy Statement for its 2000
Annual Meeting of Stockholders is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) (1) The following financial statements of Discount Auto Parts, Inc.
and the report thereon of Ernst & Young LLP dated June 30, 2000,
which are included in the Company's 2000 Annual Report to
Stockholders for the year ended May 30, 2000, pages 13 through 25,
and page 27, are incorporated herein by reference.
Consolidated Statements of Income for the years ended May 30,
2000, June 1, 1999, and June 2, 1998.
Consolidated Balance Sheets as of May 30, 2000 and June 1, 1999.
Consolidated Statements of Stockholders' Equity for the years
ended May 30, 2000, June 1, 1999, and June 2, 1998.
Consolidated Statements of Cash Flows for the years ended May 30,
2000, June 1, 1999, and June 2, 1998.
Notes to Consolidated Financial Statements.
Report of Independent Certified Public Accountants.
(2) The following Financial Statements Schedules are included herein:
None.
No schedules are submitted because none are applicable or required
or because the required information is included in the financial
statements or the notes thereto.
(3) The following exhibits are filed as part of this report (exhibits
marked with an
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asterisk have been previously filed with the Commission as
indicated and are incorporated herein by this reference):
2.1 * Agreement and Plan of Recapitalization dated August 20,
1992 (Filed as Exhibit 10.21 to the Company's Form 10-Q for the
quarter ended September 1, 1992, as filed with the SEC on October
15, 1992).
3.1 * Amended and Restated Articles of Incorporation (Filed as Exhibit
3.2 to the Company's Form 10-Q for the quarter ended September 1,
1992, as filed with the SEC on October 15, 1992).
3.2 * Amended and Restated Bylaws (Filed as Exhibit 3.4 to the Company's
Form 10-Q for the quarter ended September 1, 1992, as filed with
the SEC on October 15, 1992).
4.1 * Amended and Restated Articles of Incorporation (Filed as Exhibit
3.2 to the Company's Form 10-Q for the quarter ended September 1,
1992, as filed with the SEC on October 15, 1992).
4.2 * Amended and Restated Bylaws (Filed as Exhibit 3.4 to the Company's
Form 10-Q for the quarter ended September 1, 1992, as filed with
the SEC on October 15, 1992).
4.3 * Note Agreement dated as of December 15, 1987 between Discount
Auto Parts, Inc. and Massachusetts Mutual Life Insurance Company
together with amendment dated as of October 30, 1989 (Filed as
Exhibit 10.1 to the Company's Registration Statement on Form S-1
(No. 33-49400) as filed with the SEC on July 8, 1992).
4.4 * Second Amendment Agreement to Note Agreement effective as of
August 26, 1992 between Discount Auto Parts, Inc. and
Massachusetts Mutual Life Insurance Company. (Filed as Exhibit 4.4
to the Company's Form 10-K for the year ended May 30, 1995, as
filed with the SEC on August 16, 1996).
4.5 * Note Agreement dated as of October 30, 1989 between Discount Auto
Parts, Inc. and Massachusetts Mutual Life Insurance Company (Filed
as Exhibit 10.2 to the Company's Registration Statement on Form
S-1 (No. 33-49400) as filed with the SEC on July 8, 1992).
4.6 * Amendment Agreement to Note Agreement effective as of August 26,
1992 between Discount Auto Parts, Inc. and Massachusetts Mutual
Life Insurance Company. (Filed as Exhibit 4.4 to the Company's
Form 10-K for the year ended May 30, 1995, as filed with the SEC
on August 16, 1996).
4.7 * Note Purchase Agreement dated as of July 15, 1997 between Discount
Auto Parts, Inc. and the Identified Purchasers (Filed as Exhibit
4.7 to the Company's Form 10-K for the year ended June 3, 1997, as
filed with the SEC on September 2, 1997).
10.1 * Revolving Credit Agreement dated as of July 29, 1999 by and among
Discount Auto Parts, Inc. and SunTrust Bank, Central Florida,
National Association, individually and as Administrative Agent,
SunTrust Equitable Securities Corporation, as Arranger and Book
Manager, Bank of America, N.A., individually and as Syndication
Agent, the First National Bank of Chicago, individually and as
Documentation Agent, SouthTrust Bank, National Association,
Amsouth Bank, First Union National Bank, Banque Nationale de
Paris, Regions Bank, and Hibernia National Bank. (Filed as Exhibit
10.3 to the Company's Form 10-K for the year ended June 1, 1999,
as filed with the SEC on August 27, 1999).
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10.2 * First Amendment to Revolving Credit Agreement dated as of January
12, 2000 by and among Discount Auto Parts, Inc., the Lenders, and
SunTrust Bank. (Filed as Exhibit 10.20 to the Company's Form 10-Q
for the Quarter Ended March 29, 2000 as filed with the SEC on
April 13, 2000).
10.30 * Amendment and Restatement of the Discount Auto Parts Team Members'
Profit Sharing Plan and Trust dated May 31, 1994 (Filed as Exhibit
10.12 to the Company's Form 10-K for the fiscal year ended May 31,
1994, as filed with the SEC on August 29, 1994).
10.4 * Discount Auto Parts, Inc. Supplemental Executive Profit Sharing
Plan (Filed as Exhibit 10.5 to the Company's Form 10-K for the
year ended May 30, 1995, as filed with the SEC on August 26,
1995).
10.5 * First Amendment and Restatement of the Discount Auto Parts, Inc.
Supplemental Executive Profit Sharing Plan. (Filed as Exhibit
10.14 to the Company's Form 10-K for the year ended June 2, 1998,
as filed with the SEC on August 28, 1998).
10.6 Incentive compensation plan's for Peter J. Fontaine and William C.
Perkins for fiscal year 2001.
10.7 * Discount Auto Parts, Inc. 1992 Stock Option Plan (Filed as Exhibit
10.16 to the Company's Form 10-Q for the quarter ended September
1, 1992, as filed with the SEC on October 15, 1992).
10.8 * Discount Auto Parts, Inc. Amended and Restated 1992 Team Member
Stock Purchase Plan. (Filed as Exhibit 10.9 to the Company's Form
10-K for the year ended June 3, 1997, as filed with the SEC on
September 2, 1997).
10.9 * Discount Auto Parts, Inc. Non-Employee Directors' Stock Option Plan
(Filed as Exhibit 4.1 to the Company's Registration Statement on
Form S-8 (No. 33-84058) as filed with the SEC on September 16,
1994).
10.10 * Discount Auto Parts, Inc. Amended and Restated 1995 Stock Option
Plan. (Filed as Exhibit 10.12 to the Company's Form 10-K for the
year ended June 3, 1997, as filed with the SEC on September 2,
1997).
10.11 * 1999 Amendment to the Discount Auto Parts, Inc. Amended and
Restated 1995 Stock Option Plan. (Filed as Exhibit 10.11 to the
Company's Form 10-K for the year ended June 1, 1999, as filed with
the SEC on August 27, 1999).
10.12 * Indemnification Agreements for Peter J. Fontaine, William C.
Perkins, and E.E. Wardlow (Filed as part of Exhibit 10.18 to the
Company's Form 10-Q for the quarter ended September 1, 1992, as
filed with the SEC on October 15, 1992).
10.13 * Indemnification Agreement for C. Michael Moore. (Filed as Exhibit
10.14 to the Company's Form 10-K for the year ended June 3, 1997,
as filed with the SEC on September 2, 1997).
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10.14 * Indemnification Agreement for David P. Walling. (Filed as Exhibit
10.15 to the Company's Form 10-K for the year ended June 3, 1997,
as filed with the SEC on September 2, 1997).
10.15 * Indemnification Agreement for Charles W. Webster, Jr. (Filed as
Exhibit 10.19 to the Company's Form 10-Q for the Quarter Ended
November 30, 1999, as filed with the SEC on January 14, 2000).
10.16 * Change of Control Employment Agreement with William C. Perkins
dated January 17, 2000. (Filed as Exhibit 10.21 to the Company's
Form 10-Q for the Quarter Ended March 29, 2000 as filed with the
SEC on April 13, 2000).
10.17 * Change of Control Employment Agreement with C. Michael Moore dated
January 17, 2000. (Filed as Exhibit 10.22 to the Company's Form
10-Q for the Quarter Ended March 29, 2000 as filed with the SEC on
April 13, 2000).
10.18 * Form of Change of Control Agreement with each of Clement Bottino,
Don Casey, Michael D. Harrah, David Viele and Steven Joiner.
(Filed as Exhibit 10.23 to the Company's Form 10-Q for the Quarter
Ended March 29, 2000 as filed with the SEC on April 13, 2000).
10.19 * Severance Protection and Change of Control Benefits Program.
(Filed as Exhibit 10.24 to the Company's Form 10-Q for the Quarter
Ended March 29, 2000 as filed with the SEC on April 13, 2000).
10.20 * Agreement and General Release with Steven C. Bair dated March 1,
2000. (Filed as Exhibit 10.25 to the Company's Form 10-Q for the
Quarter Ended March 29, 2000 as filed with the SEC on April 13,
2000).
10.21 Form of Master Agreement dated as of May 30, 2000 among Discount
Auto Parts, Inc., Discount Auto Parts Distribution Center, Inc.,
Atlantic Financial Group, Ltd., SunTrust Bank and others with
Appendix A.
10.22 Form of Master Lease Agreement dated as of May 30, 2000 between
Atlantic Financial Group, Ltd. and Discount Auto Parts
Distribution Center, Inc. and others.
10.23 Form of Mississippi Lease Supplement and Memorandum of Lease
effective as of May 30, 2000 between Atlantic Financial Group,
Ltd. and Discount Auto Parts Distribution Center, Inc.
10.24 Form of Guaranty Agreement from Discount Auto Parts, Inc. dated as
of May 30, 2000.
13 Annual Report to Stockholders for the year ended May 30, 2000.
21 Subsidiaries of the Company.
23 Consent of Ernst & Young LLP.
27 Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of fiscal
2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
/s/ Peter J. Fontaine August 25, 2000
-------------------------------------------- ---------------------
PETER J. FONTAINE, Chief Executive Officer, Date
Director, (principal executive officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Peter J. Fontaine August 25, 2000
-------------------------------------------- ---------------------
PETER J. FONTAINE, Chief Executive Officer, Date
Director, (principal executive officer)
/s/ C. Michael Moore August 25, 2000
-------------------------------------------- ---------------------
C. MICHAEL MOORE, Executive Vice President - Date
Finance, Chief Financial Officer, Secretary
(principal financial and accounting officer)
/s/ William C. Perkins August 25, 2000
-------------------------------------------- ---------------------
WILLIAM C. PERKINS, President, Chief Date
Operating Officer, Director
/s/ E.E. Wardlow August 25, 2000
--------------------------------------------- ---------------------
E.E. WARDLOW, Director Date
/s/ David P. Walling August 25, 2000
--------------------------------------------- ---------------------
DAVID P. WALLING, Director Date
/s/ Charles W. Webster, Jr. August 25, 2000
--------------------------------------------- ---------------------
CHARLES W. WEBSTER, JR., Director Date
22
