<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2000
-----------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------------- ------------------------
Commission file number 000-23314
---------
TRACTOR SUPPLY COMPANY
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3139732
--------------------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
320 Plus Park Boulevard, Nashville, Tennessee 37217
--------------------------------------------- -------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (615) 366-4600
-------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Outstanding at July 29, 2000
----- ----------------------------
Common Stock, $.008 par value 8,785,146
Page 1 of 12
<PAGE> 2
TRACTOR SUPPLY COMPANY
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information:
Item 1. Financial Statements:
Balance Sheets -
July 1, 2000 and January 1, 2000 3
Statements of Income -
For the Fiscal Three and Six Months Ended
July 1, 2000 and June 26, 1999 4
Statements of Cash Flows -
For the Fiscal Six Months Ended
July 1, 2000 and June 26, 1999 5
Notes to Unaudited Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
Part II. Other Information:
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
</TABLE>
Page 2 of 12
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRACTOR SUPPLY COMPANY
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
JULY 1, JANUARY 1,
2000 2000
--------- ---------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .................................................. $ 12,766 $ 6,991
Accounts receivable, net ................................................... 10,019 6,765
Inventories ................................................................ 251,417 207,325
Prepaid expenses ........................................................... 5,710 4,845
--------- ---------
Total current assets ................................................ 279,912 225,926
--------- ---------
Land ......................................................................... 6,449 6,449
Buildings and improvements ................................................... 63,576 58,135
Machinery and equipment ...................................................... 45,908 39,885
Construction in progress ..................................................... 3,564 4,514
--------- ---------
119,497 108,983
Accumulated depreciation and amortization .................................... (39,900) (35,270)
--------- ---------
Property and equipment, net ................................................ 79,597 73,713
--------- ---------
Deferred income taxes ........................................................ 999 999
Other assets ................................................................. 2,733 1,992
--------- ---------
Total assets ........................................................ $ 363,241 $ 302,630
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ........................................................... $ 97,917 $ 59,764
Accrued expenses ........................................................... 28,555 34,037
Current maturities of long-term debt ....................................... 3,048 3,048
Current portion of capital lease obligations ............................... 279 279
Income taxes currently payable ............................................. 3,358 4,135
Deferred income taxes ...................................................... 7,357 7,357
--------- ---------
Total current liabilities ........................................... 140,514 108,620
--------- ---------
Revolving credit loan ........................................................ 59,000 38,126
Term loan .................................................................... 8,571 9,821
Other long-term debt ......................................................... 3,014 3,456
Capital lease obligations .................................................... 3,141 3,280
Other long-term liabilities .................................................. 516 487
Excess of fair value of assets acquired over cost less accumulated
amortization of $3,145 and $3,055, respectively ............................ 445 535
Stockholders' equity:
Common stock, 100,000,000 shares authorized; $.008 par value; 8,779,380 and
8,769,106 shares issued and outstanding in 2000 and 1999, respectively ... 70 70
Additional paid-in capital ................................................. 42,832 42,668
Retained earnings .......................................................... 105,138 95,567
--------- ---------
Total stockholders' equity ............................................... 148,040 138,305
--------- ---------
Total liabilities and stockholders' equity .......................... $ 363,241 $ 302,630
========= =========
</TABLE>
The accompanying notes are an integral part of this statement.
Page 3 of 12
<PAGE> 4
TRACTOR SUPPLY COMPANY
STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE FISCAL FOR THE FISCAL
THREE MONTHS ENDED SIX MONTHS ENDED
------------------- -------------------
JULY 1, JUNE 26, JULY 1, JUNE 26,
2000 1999 2000 1999
-------- -------- -------- --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales ................................... $232,341 $214,124 $379,823 $339,771
Cost of merchandise sold .................... 170,756 158,605 280,634 252,060
-------- -------- -------- --------
Gross margin ........................... 61,585 55,519 99,189 87,711
Selling, general and administrative expenses 40,078 35,893 75,838 67,768
Depreciation and amortization ............... 2,445 1,815 4,627 3,263
-------- -------- -------- --------
Income from operations ................. 19,062 17,811 18,724 16,680
Interest expense, net ....................... 1,309 720 2,612 1,452
-------- -------- -------- --------
Income before income taxes ............. 17,753 17,091 16,112 15,228
Income tax provision ........................ 7,207 6,966 6,541 6,243
-------- -------- -------- --------
Net income ............................. $ 10,546 $ 10,125 $ 9,571 $ 8,985
======== ======== ======== ========
Net income per share - basic ........... $ 1.20 $ 1.16 $ 1.09 $ 1.03
======== ======== ======== ========
Net income per share - assuming dilution $ 1.20 $ 1.14 $ 1.09 $ 1.01
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of this statement.
Page 4 of 12
<PAGE> 5
TRACTOR SUPPLY COMPANY
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE FISCAL
SIX MONTHS ENDED
--------------------
JULY 1, JUNE 26,
2000 1999
-------- --------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income ................................................................. $ 9,571 $ 8,985
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization expense .................................. 4,627 3,263
Loss (gain) on sale of property and equipment .......................... (237) (223)
Change in assets and liabilities:
Accounts receivable .................................................. (3,254) (1,746)
Inventories .......................................................... (44,092) (70,396)
Prepaid expenses ..................................................... (865) 2,712
Accounts payable ..................................................... 38,153 62,227
Accrued expenses ..................................................... (5,482) (2,642)
Income taxes currently payable ....................................... (777) (1,584)
Other ................................................................ (750) (335)
-------- --------
Net cash provided by (used in) operating activities .......................... (3,106) 261
-------- --------
Cash flows from investing activities:
Capital expenditures ..................................................... (10,812) (11,076)
Proceeds from sale of property and equipment ............................. 486 434
-------- --------
Net cash used in investing activities ........................................ (10,326) (10,642)
-------- --------
Cash flows from financing activities:
Net borrowings under revolving credit loan ............................... 20,874 2,465
Principal payments under term loan ....................................... (1,250) (1,072)
Principal payments under capital lease obligations ....................... (139) (314)
Repayment of long-term debt .............................................. (442) (398)
Proceeds from issuance of common stock ................................... 164 302
-------- --------
Net cash provided by financing activities .................................... 19,207 983
-------- --------
Net increase (decrease) in cash and cash equivalents ......................... 5,775 (9,398)
Cash and cash equivalents at beginning of period ............................. 6,991 18,201
-------- --------
Cash and cash equivalents at end of period ................................... $ 12,766 $ 8,803
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest ................................................................... $ 2,647 $ 1,548
Income taxes ............................................................... 6,805 7,828
Non-cash investing and financing activities:
Capital lease-buildings .................................................... -- 1,581
</TABLE>
The accompanying notes are an integral part of this statement.
Page 5 of 12
<PAGE> 6
TRACTOR SUPPLY COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:
The accompanying interim financial statements have been prepared without audit,
and certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted, although the Company believes that the
disclosures herein are adequate to make the information presented not
misleading. These statements should be read in conjunction with the Company's
annual report on Form 10-K for the fiscal year ended January 1, 2000. The
results of operations for the fiscal three-month and six-month periods are not
necessarily indicative of results for the full fiscal year.
In the opinion of management, the accompanying interim financial statements
contain all adjustments (consisting only of normal recurring accruals) necessary
for a fair statement of the Company's financial position as of July 1, 2000 and
its results of operations and its cash flows for the fiscal three-month and
six-month periods ended July 1, 2000 and June 26, 1999.
Fiscal Year
The Company's fiscal year ends on the Saturday closest to December 31. As a
result of this policy, the quarterly reporting periods for fiscal 2000 fall one
week later in the calendar year compared to fiscal 1999.
Management Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles inherently requires estimates and assumptions by
management that affect the reported amounts of assets and liabilities, revenues
and expenses and related disclosures. Actual results could differ from those
estimates.
Inventories
The accompanying unaudited financial statements have been prepared without full
physical inventories. The value of the Company's inventories was determined
using the lower of last-in, first-out (LIFO) cost or market. If the first-in,
first-out (FIFO) method of accounting for inventory had been used, inventories
would have been approximately $5,178,000 and $4,680,000 higher than reported at
July 1, 2000 and January 1, 2000, respectively. Since LIFO costs can only be
determined at the end of each fiscal year when inflation rates and inventory
levels are finalized, estimates of LIFO inventory costs are used for interim
financial reporting.
Net Income Per Share
Net income per share is calculated as follows (in thousands, except per share
amounts):
<TABLE>
<CAPTION>
2000
------------------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
JULY 1, 2000 JULY 1, 2000
------------------------- ------------------------
PER SHARE PER SHARE
INCOME SHARES AMOUNT INCOME SHARES AMOUNT
------- ------ --------- ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Net loss per share:
Net income .............. $10,546 8,778 $ 1.20 $9,571 8,776 $ 1.09
====== ======
Stock options outstanding 40 44
------- ----- ------ -----
Diluted net income per share.. $10,546 8,818 $ 1.20 $9,571 8,820 $ 1.09
======= ===== ====== ====== ===== ======
</TABLE>
Page 6 of 12
<PAGE> 7
<TABLE>
<CAPTION>
1999
------------------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 26, 1999 JUNE 26, 1999
------------------------- ------------------------
PER SHARE PER SHARE
INCOME SHARES AMOUNT INCOME SHARES AMOUNT
------- ------ --------- ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Basic net income per share:
Net income .............. $10,125 8,759 $ 1.16 $8,985 8,755 $ 1.03
====== ======
Stock options outstanding 157 142
------- ----- ------ -----
Diluted net income per share.. $10,125 8,916 $ 1.14 $8,985 8,897 $ 1.01
======= ===== ====== ====== ===== ======
</TABLE>
NOTE 2 - SEASONALITY:
The Company's business is highly seasonal, with a significant portion of its
sales and a majority of its income generated in the second fiscal quarter. The
Company typically operates at a loss in the first fiscal quarter.
Page 7 of 12
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis describes certain factors affecting
Tractor Supply Company's (the "Company") results of operations for the fiscal
three and six-month periods ended July 1, 2000 and June 26, 1999, and
significant developments affecting its financial condition since the end of the
fiscal year, January 1, 2000, and should be read in conjunction with the
Company's annual report on Form 10-K for the fiscal year ended January 1, 2000.
The following discussion and analysis also contains certain historical and
forward-looking information. The forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 ("the Act"). All statements, other than statements of historical facts,
which address activities, events or developments that the Company expects or
anticipates will or may occur in the future, including such things as future
capital expenditures (including the amount and nature thereof), business
strategy, expansion and growth of the Company's business operations and other
such matters are forward-looking statements. To take advantage of the safe
harbor provided by the Act, the Company is identifying certain factors that
could cause actual results to differ materially from those expressed in any
forward-looking statements, whether oral or written, made by or on behalf of the
Company.
All phases of the Company's operations are subject to influences outside its
control. Any one, or a combination, of these factors could materially affect the
results of the Company's operations. These factors include general economic
cycles affecting consumer spending, weather factors, operating factors affecting
customer satisfaction, consumer debt levels, pricing and other competitive
factors, the ability to identify suitable locations and negotiate favorable
lease agreements on new and relocated stores and distribution facilities, the
timing and acceptance of new products in the stores, the mix of goods sold, the
continued availability of favorable credit sources and other capital market
conditions and the seasonality of the Company's business. Forward-looking
statements made by or on behalf of the Company are based on a knowledge of its
business and the environment in which it operates, but because of the factors
listed above, actual results could differ materially from those reflected by any
forward-looking statements. Consequently, all of the forward-looking statements
made are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequences to or effects on the Company or its business and operations.
RESULTS OF OPERATIONS
The Fiscal Three Months (Second Quarter) and Six Months Ended July 1, 2000 and
June 26, 1999
Net sales increased 8.5% to $232.3 million for the second quarter of fiscal 2000
from $214.1 million for the second quarter of fiscal 1999. Net sales rose 11.8%
to $379.8 million for the first six months of fiscal 2000 from $339.8 million
for the first six months of fiscal 1999. The sales increase resulted from new
stores as comparable store sales (excluding relocations, using all stores open
at least one year) decreased 1.2% for the second quarter of fiscal 2000 and
decreased 0.8% for the first six months of fiscal 2000 over the corresponding
periods in the prior fiscal year. Comparable store sales decreased 1.2% as a
result of lower than anticipated sales in the Company's higher-priced retail
items, as well as the impact of higher Y2K-related generator sales in the prior
year. The Company opened 25 new retail farm stores (15 in the second quarter of
fiscal 2000) during the first six months of fiscal 2000, closed three stores and
relocated one store during the second quarter of fiscal 2000. The Company opened
15 new retail farm stores (nine in the second quarter of fiscal 1999) during the
first six months of fiscal 1999 and relocated one store in the second quarter of
fiscal 1999. At July 1, 2000, the Company operated 295 retail farm stores (in 27
states) versus 257 stores at June 26, 1999 (in 26 states). The Company plans to
open approximately ten additional new stores in 2000, approximately seven of
which are scheduled to open in the third quarter.
The gross margin rate for the second quarter of fiscal 2000 increased .6
percentage point to 26.5% of sales for the second quarter of fiscal 2000 and
increased .3 percentage points to 26.1% of sales for the first six months of
fiscal 2000 compared with the corresponding periods in the prior fiscal year.
The gross margin rate improvement for the second quarter of fiscal 2000 and the
first six months of fiscal 2000 was primarily due to the positive mix effect of
sales of lower margin spring seasonal merchandise and generators representing a
smaller portion of total sales than in the prior year.
As a percent of sales, selling, general and administrative ("SG&A") expenses
increased .5 percentage points to 17.3% of sales in the second quarter of fiscal
2000 and remained at 20.0% of sales for the first six months of fiscal
Page 8 of 12
<PAGE> 9
2000. On an absolute basis, SG&A expenses increased 11.7% to $40.1 million in
the second quarter of fiscal 2000 and increased 11.9% to $75.9 million for the
first six months of fiscal 2000. The increase in expenses on a
percentage-of-sales basis for the second quarter is primarily a result of costs
associated with new stores (new stores have considerably higher occupancy costs
than the existing store base) and the leverage loss attributable to the lower
than anticipated comparable store sales performance. The increase in absolute
dollars is primarily attributable to costs associated with new store openings,
as well as increased costs associated with the Company's expanded infrastructure
(primarily larger distribution facilities and store support service capacity).
These increases were offset, to some extent, by lower incentive accruals.
Depreciation and amortization expense increased 34.7% and 41.8% for the second
quarter and the first six months of fiscal 2000, respectively, due mainly to
costs associated with new stores and greater infrastructure costs (primarily new
computer systems). Net interest expense increased 81.8% to $1.3 million in the
second quarter of fiscal 2000 and increased 79.9% to $2.6 million in the first
six months of fiscal 2000 primarily due to additional borrowings under the
Credit Agreement and the Company's current growth and expansion plans.
The Company's effective tax rate decreased to 40.6% in the second quarter of
fiscal 2000 and the first six months of fiscal 2000, compared with 40.8% for the
second quarter of fiscal 1999 and 41.0% for the first six months of fiscal 1999
primarily due to a lower effective state income tax rate.
As a result of the foregoing factors, net income for the second quarter of
fiscal 2000 increased 4.1% to $10.5 million from $10.1 million for the second
quarter of fiscal 1999 and net income per share (assuming dilution) for the
second quarter of fiscal 2000 increased 5.3% to $1.20 per share from $1.14 per
share for the second quarter of fiscal 1999. Net income for the first six months
of fiscal 2000 increased 6.4% to $9.6 million from $9.0 million for the first
six months of fiscal 1999 and net income per share (assuming dilution) for the
six months of fiscal 2000 increased 7.9% to $1.09 per share from $1.01 per share
for the first six months of fiscal 1999. As a percent of sales, net income
decreased .2 percentage points to 4.5% of sales for the second quarter of fiscal
2000 from 4.7% of sales for the second quarter of fiscal 1999 and decreased .1
percentage point to 2.5% of sales for the first six months of fiscal 2000 from
2.6% of sales for the first six months of fiscal 1999.
LIQUIDITY AND CAPITAL RESOURCES
In addition to normal operating expenses, the Company's primary ongoing cash
requirements are those necessary for the Company's expansion, remodeling and
relocation programs, including inventory purchases and capital expenditures. The
Company's primary ongoing sources of liquidity are funds provided from
operations, commitments available under its revolving credit agreement (the
"Credit Agreement") and short-term trade credit.
The Company's inventory and accounts payable levels typically build in the first
fiscal quarter and again in the third fiscal quarter in anticipation of the
spring and fall selling seasons. At July 1, 2000, the Company's inventories had
increased $44.1 million to $251.4 million from $207.3 million at January 1,
2000. This increase resulted primarily from additional inventory for new stores
and planned inventory increases in seasonal product lines. Short-term trade
credit, which represents a source of financing for inventory, increased $38.1
million to $97.9 million at April 1, 2000 from $59.8 million at January 1, 2000.
Trade credit arises from the Company's vendors granting extended payment terms
for inventory purchases. Payment terms vary from 30 days to 180 days depending
on the inventory product.
At July 1, 2000, the Company had working capital of $139.4 million, which
represented a $22.1 million increase from January 1, 2000. This increase
resulted primarily from an increase in accounts receivable (mainly due to
commitments from vendors respecting the Company's 2000 marketing campaign) as
well as from an increase in cash and cash equivalents, a decrease in accrued
expenses, a decrease in income taxes payable (mainly due to timing of payments),
an increase in prepaid expenses, and an increase in inventory without a
corresponding increase in accounts payable.
Operations used net cash of $3.1 million and provided net cash of $.3 million in
the first six months of fiscal 2000 and 1999, respectively. The increase in net
cash used in the first six months of fiscal 2000 resulted primarily from an
increase in prepaid expenses for the first six months of fiscal 2000 (mainly due
to prepaid costs on new stores) compared to a decrease in prepaid expenses for
the first six months of fiscal 1999. In addition, the Company experienced a
larger decrease in accrued expenses in the first six months of fiscal 2000
(mainly due to timing of
Page 9 of 12
<PAGE> 10
payments) compared to the first six months of fiscal 1999 and a larger increase
in accounts receivable compared to the prior year (mainly due to commitments
from vendors for marketing support). These conditions were partially offset by
inventories decreasing at a faster rate than accounts payable in the first six
months of 2000 compared to the first six months of fiscal 1999 and, to a lesser
extent, a smaller decrease in income taxes payable in the first six months of
fiscal 2000 compared to the first six months of fiscal 1999 (mainly due to
timing of payments).
Cash used in investing activities of $10.3 million for the first six months of
fiscal 2000 represented a $.3 million decrease over cash used in the first six
months of fiscal 1999 of $10.6 million. The decrease in cash used in the first
six months of fiscal 2000 reflects less capital expenditures as compared to the
first six months of fiscal 1999 (mainly due to installation of the Company's new
merchandise and warehouse management systems in 1999), partially offset by the
opening of 25 new stores during the first six months of fiscal 2000 compared
with 15 new store openings during the first six months of fiscal 1999.
Financing activities in the first quarter of fiscal 2000 provided $19.2 million
in cash, which represented a $18.2 million increase in net cash provided over
the $1.0 million in net cash provided in the first six months of fiscal 1999.
This increase in net cash provided resulted primarily from net short-term
borrowings under the Credit Agreement of approximately $20.9 million during the
first six months of fiscal 2000 compared to net borrowings of approximately $2.5
million during the first six months of fiscal 1999, offset, in part, by
repayments under the Term Loan of approximately $1.3 million during the first
six months of fiscal 2000 compared to repayments under the Term Loan of
approximately $1.1 million during the first six months of fiscal 1999.
The Company believes that its cash flow from operations, borrowings under its
credit agreements and short-term trade credit will be sufficient to fund the
Company's operations and its current growth and expansion plans.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company had no holdings of derivative financial or commodity instruments at
July 1, 2000. The Company is exposed to financial market risks, including
changes in interest rates. All borrowings under the Company's credit agreement
bear interest at a variable rate based on the prime rate or the London Interbank
Offered Rate. An increase in interest rates of 100 basis points would not
significantly affect the Company's net income. All of the Company's business is
transacted in U.S. dollars and, accordingly, foreign exchange rate fluctuations
have never had a significant impact on the Company, and they are not expected to
in the foreseeable future.
Page 10 of 12
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company's Annual Meeting of Stockholders was held on April 27, 2000 at
the Company's corporate headquarters in Nashville, Tennessee.
(b) The stockholders elected for a three-year term two Class III directors
nominated for election (Joseph H. Scarlett, Jr. and S.P. Braud) as set
forth in the proxy statement dated March 24, 2000. The following table sets
forth certain information concerning each other director of the Company
whose term of office as a director continued after the meeting:
<TABLE>
<CAPTION>
Current Term as
Name Director Expires
---- ----------------
<S> <C>
Thomas O. Flood 2001
Gerard E. Jones 2001
Joseph D. Maxwell 2002
Joseph M. Rodgers 2002
Sam K. Reed 2002
</TABLE>
(c) (1) The stockholders elected two Class III directors for a three-year term
ending at the 2003 Annual Meeting of Stockholders.
<TABLE>
<CAPTION>
Name For Withheld
---- --- --------
<S> <C> <C>
Joseph H. Scarlett, Jr. 6,539,242 1,057,890
S.P. Braud 7,055,353 541,779
</TABLE>
(c) (2) The Stockholders approved the 2000 Stock Incentive Plan.
<TABLE>
<CAPTION>
For Withheld
--------- ---------
<S> <C>
5,671,391 1,925,741
</TABLE>
(c) (3) The stockholders ratified the reappointment of PricewaterhouseCoopers
LLP as independent certified public accountants of the Company for the
fiscal year ending December 30, 2000.
<TABLE>
<CAPTION>
For Against Abstain Non-Vote
--- ------- ------- --------
<S> <C> <C> <C> <C>
7,587,963 4,759 4,410 0
</TABLE>
ITEM 5. OTHER INFORMATION
Effective as of June 9, 2000, Michael E. Brown resigned from his position as
Senior Vice President-Store Operations of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.46 Tractor Supply Company 2000 Stock Incentive Plan
27.1 Financial Data Schedule (only submitted to SEC in electronic
format).
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the
fiscal quarter ended July 1, 2000.
Page 11 of 12
<PAGE> 12
SIGNATURE
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.
TRACTOR SUPPLY COMPANY
Date: August 4, 2000 By: /s/ Calvin B. Massmann
------------------ ---------------------------------------
Calvin B. Massmann
Senior Vice President-
Chief Financial Officer and Treasurer
(Duly Authorized Officer and
Principal Financial Officer)
Page 12 of 12
