MOVIE GALLERY INC
10-Q, 1996-08-14
VIDEO TAPE RENTAL
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD OF ___________ TO __________



                         Commission file number 0-24548

                               Movie Gallery, Inc.
             (Exact name of registrant as specified in its charter)

            Delaware                                    63-1120122
    (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                   Identification No.)



                   739 West Main Street, Dothan, Alabama 36301
               (Address of principal executive offices) (Zip Code)

                                 (334) 677-2108
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required to file such reports),  and (2) has been subject to filing requirements
for the past 90 days.


                 YES     X                             NO _______

Applicable only to corporate issuers:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable  date:  13,422,534  shares of Common
Stock as of August 12, 1996






The exhibit index to this report appears at page 11 of 14 consecutively numbered
pages.


<PAGE>







                               Movie Gallery, Inc.

                                      Index



Part I.  Financial Information

Item 1.  Financial Statements (Unaudited)

Consolidated Balance Sheets - June 30, 1996 and December 31, 1995..............1

Consolidated  Statements  of Income - Three months ended June 30, 1996 and 1995;
Six months ended June 30, 1996 and 1995 ..................................... .2

Consolidated Statements of Cash Flows - Six months ended
June 30, 1996 and 1995.........................................................3

Notes to Consolidated Financial Statements - June 30, 1996.....................4

Item 2.  Management's Discussion and Analysis of Results of Operations
and Financial Condition................................................ .......7


Part II.  Other Information

Item 6.  Exhibits and Reports on Form 8-K.....................................11

<PAGE>



                               Movie Gallery, Inc.
                           Consolidated Balance Sheets
                                 (in thousands)

                                                      June 30     December 31
                                                       1996          1995
                                                    -----------   -----------
                                                    (Unaudited)

Assets
Current assets:
  Cash and cash equivalents                           $  6,405     $  5,689
  Recoverable income tax                                 1,340        1,278
  Merchandise inventory                                  9,171        9,511
  Accounts receivable                                    1,634        1,701
  Prepaid expenses and other                             2,586        1,958
                                                      --------     --------
Total current assets                                    21,136       20,137


Videocassette rental inventory, net                     71,285       63,893
Property, furnishing and equipment, net                 41,598       33,974
Deferred charges, net                                   11,691       12,039
Excess of cost over net assets acquired                 84,592       76,077
Deposits and other assets                                1,358        1,761
                                                      --------     --------
Total assets                                          $231,660     $207,881
                                                      ========     ========


Liabilities and stockholders' equity
Current liabilities:
  Note payable                                        $ 42,500     $ 31,000
  Accounts payable                                      16,554       15,575
  Accrued liabilities                                    4,526        3,520
  Current portion of long-term debt                      5,316        4,988
                                                      --------     --------
Total current liabilities                               68,896       55,083


Long-term debt                                           1,408        5,793
Deferred income taxes                                   12,623       10,634


Stockholders' equity
  Preferred stock, $.10 par value; 2,000,000 shares
   authorized, no shares issued and outstanding
  Common stock, $.001 par value; 30,000,000 shares
   authorized, 12,654,161 and 12,108,863 shares
   issued and outstanding, respectively                     13           12
  Additional paid-in capital                           126,718      117,463
  Retained earnings                                     22,002       18,896
                                                      --------     --------
Total stockholders' equity                             148,733      136,371
                                                      --------     --------
Total liabilities and stockholders' equity            $231,660     $207,881
                                                      ========     ========

See accompanying notes


                                       1
<PAGE>









                               Movie Gallery, Inc.
                        Consolidated Statements of Income
                                   (Unaudited)
                      (in thousands, except per share data)



                                   Three Months Ended        Six Months Ended
                                         June 30                  June 30
                                   1996          1995        1996        1995
                                 ---------    ---------   ---------    ---------

Revenues:
  Rentals                        $  45,433    $  20,855   $  92,339    $  40,300
  Product sales                      7,162        3,358      13,968        6,032
                                 ---------    ---------   ---------    ---------
                                 $  52,595    $  24,213   $ 106,307    $  46,332

Operating costs and expenses:
  Store operating expenses          25,730       10,417      50,566       19,831
  Amortization of videocassette
    rental inventory                19,400        4,583      29,788        8,425
  Amortization of intangibles        1,625          579       3,147        1,032
  Cost of sales                      4,419        2,200       8,379        4,058
  General and administrative         3,794        2,092       7,765        3,924
                                 ---------    ---------   ---------    ---------
Operating income (loss)             (2,373)       4,342       6,662        9,062
Interest income (expense), net        (839)         282      (1,647)         143
                                 ---------    ---------   ---------    ---------

Income (loss) before income
  taxes                             (3,212)       4,624       5,015        9,205
Income taxes                        (1,217)       1,654       1,909        3,372
                                 ---------    ---------   ---------    ---------
Net income (loss)                $  (1,995)   $   2,970   $   3,106    $   5,833
                                 ---------    ---------   ---------    ---------
Net income (loss) per share      $    (.16)   $     .26   $     .25    $     .56
                                 =========    =========   =========    =========

Shares used in computing net
  income (loss) per share           12,700       11,519      12,519       10,501
                                 =========    =========   =========    =========

See accompanying notes


                                       2
<PAGE>





                               Movie Gallery, Inc.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (in thousands)


                                                           Six Months Ended
                                                               June 30
                                                           1996        1995
                                                         --------    --------

OPERATING ACTIVITIES
Net income                                               $  3,106    $  5,833 
Adjustments to reconcile net
  income to net cash provided
  by operating activities:
    Depreciation                                           32,980       9,619
    Amortization                                            3,147       1,032
    Deferred income taxes                                   1,690       2,438
Changes in operating assets
  and liabilities:
    Recoverable income tax                                    156        (310)
    Merchandise inventory                                     490      (1,024)
    Other current assets                                     (562)       (473)
    Deposits and other                                        404        (705)
    Accounts payable                                          541         297
    Accrued liabilities                                     1,006         328
                                                         --------    --------
Net cash provided by operating
  activities                                               42,958      17,035


INVESTING ACTIVITIES
Business acquisitions                                      (7,514)    (36,103)
Purchases of videocassette rental
  inventory, net                                          (33,355)    (17,176)
Purchases of property, furnishings
  and equipment                                            (9,339)     (7,165)
                                                         --------    --------
Net cash used in investing activities                     (50,208)    (60,444)


FINANCING ACTIVITIES
Proceeds from issuance of common stock                        524      62,284
Proceeds from issuance of notes payable                    11,500          --
Principal payments on long-term debt                       (4,058)     (3,875)
Cash dividends                                                 --        (188)
                                                         --------    --------
Net cash provided by financing activities                   7,966      58,221
                                                         --------    --------
Increase in cash and cash equivalents                         716      14,812
Cash and cash equivalents at beginning of period            5,689       3,220
                                                         --------    --------
Cash and cash equivalents at end of period               $  6,405    $ 18,032
                                                         ========    ========

See accompanying notes


                                       3
<PAGE>






                               Movie Gallery, Inc.

             Notes to Consolidated Financial Statements (Unaudited)


1.   Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included. Operating results for the three-month and six-month periods ended
June  30,  1996,  are not  necessarily  indicative  of the  results  that may be
expected for the year ended January 5, 1997. For further  information,  refer to
the consolidated  financial  statements and footnotes  thereto included in Movie
Gallery, Inc.'s annual report on Form 10-K for the year ended December 31, 1995.


2.   Videocassette Rental Inventory

Effective   April  1,  1996,  the  Company  changed  its  method  of  amortizing
videocassette  rental  inventory  (which  includes video games and audio books).
Under the new method,  videocassettes  considered to be base stock are amortized
over  thirty-six  months on a  straight-line  basis to a $5 salvage  value.  New
release  videocassettes  are  amortized  as  follows:  (i)  the  fourth  and any
succeeding copies of each title per store are amortized on a straight-line basis
over six months to an average net book value of $5 which is then  amortized on a
straight-line  basis over the next thirty months or until the  videocassette  is
sold, at which time the unamortized  book value is charged to cost of sales; and
(ii)  copies one  through  three of each title per store are  amortized  as base
stock.  Management  believes the new method will result in a better  matching of
expenses with revenues in the Company's current  operating  environment and that
it is compatible with changes made by its primary competitors.

The new method of  amortization  has been applied to all inventory held at April
1, 1996. The adoption of the new method of  amortization  has been accounted for
as a change in accounting estimate effected by a change in accounting principle.
The application of the new method of amortizing  videocassette  rental inventory
increased   depreciation  expense  for  the  quarter  ended  June  30,  1996  by
approximately $7.7 million and reduced net income and earnings per share by $4.7
million and $0.38, respectively.


3.  Acquisitions

During the three months ended June 30, 1996, the Company acquired the assets and
assumed  certain  liabilities  (principally  store leases) of 44 video specialty
stores from eight unrelated sellers for approximately  $10.6 million,  including
278,757  shares of common stock.  The purchase  method of accounting was used to
record the acquisitions. The excess of the cost over the estimated fair value of
the  assets  acquired  of $3.2  million  will be  amortized  over 20  years on a
straight-line  basis. The results of operations of the acquired stores have been
included in the  operations  of the  Company  since  their  respective  dates of
acquisition.



                                       4
<PAGE>


                              Movie Gallery, Inc.

       Notes to Consolidated Financial Statements (Unaudited)(Continued)


3.  Acquisitions (Continued)

The following unaudited pro forma information presents the results of operations
as though the  aforementioned  acquisitions  and other  acquisitions  which have
occurred  since  January 1, 1996 had occurred as of the beginning of the year in
which the acquisition  occurred and the beginning of the  immediately  preceding
year.

                                  Three Months Ended     Six Months Ended
                                        June 30               June 30
                                   1996        1995       1996       1995
                                 --------    --------   --------   --------
                                    (in thousands, except per share data)

Revenues                         $ 54,184    $ 51,861   $113,135   $107,928
Net income (loss)                  (1,785)      4,911      4,021     10,861
Net income (loss) per share      $   (.14)   $    .39   $    .32   $    .86



4.  Subsequent Events

On July 1, 1996, a subsidiary of the Company acquired Home Vision Entertainment,
Inc. ("Home  Vision") in a transaction  which will be accounted for as a pooling
of  interests.  Home Vision  operates 55 video  specialty  stores in Maine,  New
Hampshire and Massachusetts.  The Company issued approximately 731,000 shares of
its common stock to Home Vision  shareholders  and assumed  approximately  $12.5
million in liabilities upon consummation of the merger. The actual shares issued
are subject to  adjustment  within 60 days based on the actual amount of assumed
liabilities and available cash at closing.

On July 1, 1996, a subsidiary  of the Company  acquired  Hollywood  Video,  Inc.
("Hollywood Video") in a transaction which will be accounted for as a pooling of
interests. Hollywood Video operates 43 video specialty stores in Iowa, Wisconsin
and Illinois. The Company issued approximately 38,000 shares of its common stock
to Hollywood  Video  shareholders  and assumed  approximately  $11.5  million in
liabilities  upon  consummation  of the  merger.  The actual  shares  issued are
subject  to  adjustment  within 60 days  based on the  actual  amount of assumed
liabilities and available cash at closing.

The effects of conforming  the accounting  policies of the Company,  Home Vision
and Hollywood Video are not expected to be material.

The following table  summarizes the unaudited  consolidated pro forma results of
operations,  assuming the Home Vision and Hollywood Video acquisitions described
above had occurred at the beginning of each of the following  periods.  This pro
forma  summary does not  necessarily  reflect the results of  operations as they
would have been had the Company and the acquired  entities  constituted a single
entity during such periods.


                                       5
<PAGE>






                              Movie Gallery, Inc.

       Notes to Consolidated Financial Statements (Unaudited)(Continued)


4.   Subsequent Events (Continued)

                                  Three Months Ended      Six Months Ended
                                        June 30               June 30
                                   1996        1995       1996       1995
                                 --------    --------   --------   --------
                                   (in thousands, except per share data)

Revenues                         $ 60,305    $ 30,494   $122,805   $ 58,764
Net income (loss)                  (2,435)      2,983      2,706      5,828
Net income (loss) per share      $   (.18)   $    .24   $    .20  $     .52


On July 10, 1996, the Company  entered into a Credit  Agreement with First Union
National  Bank of North  Carolina  with respect to a Reducing  Revolving  Credit
Facility (the "Facility"). The Facility is unsecured, provides borrowings for up
to $125 million and replaces the Company's  existing  line of credit  agreement.
The available  amount of the Facility will reduce  quarterly  beginning on March
31,  1998 with a final  maturity  of June 30,  2000.  The  interest  rate of the
Facility  is  LIBOR-based  and the  Company  may repay the  Facility at any time
without  penalty.  The more  restrictive  covenants of the Facility  require the
Company to maintain  certain cash flow levels.  At August 12, 1996,  $65 million
was outstanding under the Facility with additional availability of approximately
$6 million.
                                       6
<PAGE>




                               Movie Gallery, Inc.

          Management's Discussion and Analysis of Results of Operations
                             and Financial Condition

Results of Operations

The following table sets forth, for the periods  indicated,  statement of income
data  expressed as a percentage of total  revenue,  the  percentage  increase or
decrease from the comparable period and number of stores open at the end of each
period.

                                  Three Months Ended        Six Months Ended
                                       June 30                   June 30
                               ------------------------ ------------------------
                                              Increase                 Increase
                               1996     1995 (Decrease)  1996     1995(Decrease)
                              -----    -----   -----    -----    -----   -----
Revenues:
   Rentals                     86.4%    86.1%    0.3%    86.9%    87.0%   (0.1)%
   Product sales               13.6     13.9    (0.3)    13.1     13.0     0.1
                              -----    -----   -----    -----    -----   -----
                              100.0    100.0      --    100.0    100.0      --
Operating costs and expenses:
   Store operating expenses    48.9     43.0     5.9     47.6     42.8     4.8
   Amortization of rental
     inventory                 36.9     18.9    18.0     28.0     18.2     9.8
   Amortization of
     intangibles                3.1      2.4     0.7      2.9      2.2     0.7
   Cost of sales                8.4      9.1    (0.7)     7.9      8.8    (0.9)
   General and
     administrative             7.2      8.6    (1.4)     7.3      8.4    (1.1)
                              -----    -----   -----    -----    -----   -----
Total                         104.5     82.0    22.5     93.7     80.4    13.3
                              -----    -----   -----    -----    -----   -----
Operating income               (4.5)    18.0   (22.5)     6.3     19.6   (13.3)

Interest income
  (expense), net               (1.6)     1.1    (2.7)    (1.6)     0.3    (1.9)
                              -----    -----   -----    -----    -----   -----
Income before income
  taxes                        (6.1)    19.1   (25.2)     4.7     19.9   (15.2)
Income taxes                   (2.3)     6.9    (9.2)     1.8      7.3    (5.5)
                              -----    -----   -----    -----    -----   -----
Net income                     (3.8)%   12.2%   16.0%     2.9%    12.6%   (9.7)%
                              =====    =====   =====    =====    =====   =====

Number of stores open
  at end of period              764      391     373      764      391     373
                              =====    =====   =====    =====    =====   =====


                                       7
<PAGE>





                               Movie Gallery, Inc.

          Management's Discussion and Analysis of Results of Operations
                       and Financial Condition (continued)

For the three  months and six months ended June 30,  1996,  revenues  were $52.6
million and $106.3 million,  increases of 117.2% and 129.4%,  respectively  over
the same  periods in 1995.  The  increases  were a result of an  increase in the
number of stores operated by the Company.  Same store sales decreased 2% for the
quarter  and were  essentially  flat for the six months  ended June 30,  1996 at
stores  operated  by the  Company  for at least 13 months.  The same store sales
decrease for the quarter is primarily the result of unusually dry weather in the
south and southwest, where the majority of the Company's stores are located, and
due to continued softness in the video game rental market.

Store  operating  expenses,  which reflect  direct store  expenses such as lease
payments and in-store payroll,  increased as a percentage of revenues from 43.0%
for the three  months  ended June 30, 1995 to 48.9% for the three  months  ended
June 30, 1996. For the six months ended June 30, 1996, store operating  expenses
as a percentage of revenue were 47.6%, an increase from 42.8% for the comparable
period in 1995. The increase in store operating expenses is primarily due to (i)
the decrease in same store sales during the second quarter;  (ii) an increase in
rent and other  expenses in  connection  with the  integration  of developed and
acquired stores into the Company's store base; and (iii) incremental store-level
costs incurred during the installation of the Company's new point-of-sale system
in over 270 stores during the quarter.

Effective   April  1,  1996,  the  Company  changed  its  method  of  amortizing
videocassette  rental  inventory  (which  includes video games and audio books).
Under the new method,  videocassettes  considered to be base stock are amortized
over  thirty-six  months on a  straight-line  basis to a $5 salvage  value.  New
release  videocassettes  are  amortized  as  follows:  (i)  the  fourth  and any
succeeding copies of each title per store are amortized on a straight-line basis
over six months to an average net book value of $5 which is then  amortized on a
straight-line  basis over the next thirty months or until the  videocassette  is
sold, at which time the unamortized  book value is charged to cost of sales; and
(ii)  copies one  through  three of each title per store are  amortized  as base
stock.  Management  believes the new method will result in a better  matching of
expenses with revenues in the Company's current  operating  environment and that
it is compatible with changes made by its primary competitors.

The new method of  amortization  has been applied to all inventory held at April
1, 1996. The adoption of the new method of  amortization  has been accounted for
as a change in accounting estimate effected by a change in accounting principle.
The application of the new method of amortizing  videocassette  rental inventory
increased   depreciation  expense  for  the  quarter  ended  June  30,  1996  by
approximately $7.7 million and reduced net income and earnings per share by $4.7
million and $0.38,  respectively.  Net of the approximately  $7.7 million charge
discussed above,  videocassette  amortization expense as a percentage of revenue
under the new method was approximately 22.3% for the second quarter of 1996, and
20.8% for the six months ended June 30, 1996.

Cost of sales  increased  with the  increased  revenue  from  product  sales and
decreased as a percentage  of revenues from product sales from 67.3% for the six
months ended June 30, 1995 to 60.0% for the six months ended June 30, 1996.  For
the three months ended June 30, 1996 and 1995,  cost of sales as a percentage of
revenues from product sales was 61.7% and 65.5%,  respectively.  The increase in
product sales gross margins  resulted  primarily from an increase in the sale of
previously viewed rental  inventory,  the unamortized value of which is expensed
to cost of sales and  generally  generates  higher  margins  than other  product
categories, and from an increase in margins on sell-through products.


                                       8
<PAGE>


                              Movie Gallery, Inc.

         Management's Discussion and Analysis of Results of Operations
                       and Financial Condition (continued)


General and administrative expenses as a percentage of revenue decreased to 7.2%
for the three months ended June 30, 1996 versus 8.6% for the  comparable  period
in  1995.   For  the  six  month  period  ended  June  30,  1996,   general  and
administrative  expenses as a percentage of revenue was 7.3% versus 8.4% for the
same period in 1995.  The  decrease is primarily  due to operating  efficiencies
attained through a larger revenue base.

Amortization of intangibles increased as a percentage of revenue to 3.1% for the
three  months  ended June 30, 1996 from 2.4% for the three months ended June 30,
1995.  For the six  months  ended  June  30,  1995  and  1996,  amortization  of
intangibles increased from 2.2% to 2.9%,  respectively.  These increases are due
to  the  effect  of  the  substantial  number  of  acquisitions  which  occurred
subsequent  to  the  Company's  initial  public  offering  in  August  1994  and
throughout   1995  which  were  accounted  for  under  the  purchase  method  of
accounting.


LIQUIDITY AND CAPITAL RESOURCES

The Company's primary capital needs are for acquiring and opening new stores and
for the purchase of  videocassette  inventory.  Other  capital needs include the
remodeling of existing  stores and the continued  upgrading and  installation of
the Company's point-of-sale and management information systems.  Typically,  the
Company  has  funded its  inventory  purchases,  its  remodeling  program  and a
majority  of its new store  opening  costs from cash flow from  operations.  The
Company  has  funded  the  balance  of its  capital  needs,  primarily  for  the
acquisition  of  additional  video  stores,  from  the  proceeds  of two  public
offerings,  loans  under  revolving  credit  facilities,  the  issuance  of  the
Company's shares to sellers and seller financing.

Net cash provided by operating  activities  was $43.0 million for the six months
ended June 30, 1996 as compared to $17.0  million for the  comparable  period of
1995.  The  increase  was  primarily  due  to;  (i)  higher  net  income  before
depreciation,  amortization  and deferred taxes;  (ii) a decrease in merchandise
inventory;  and,  (iii)  an  increase  in  both  accounts  payable  and  accrued
liabilities.

Net cash used in investing activities was $50.2 million for the six months ended
June 30,  1996 as compared  to $60.4  million for the six months  ended June 30,
1995,  primarily as a result of a decrease in the total cash expended for stores
acquired  during  the first  six  months of 1996  versus  1995,  offset by a net
increase in the purchase of videocassette  rental  inventory  resulting from the
Company's growth.

Net cash provided by financing  activities  decreased  from $58.2 million in the
first six months of 1995 to $8.0 million in the comparable  period in 1996. This
decrease was primarily the result of a secondary  common stock offering in 1995,
offset partially by an increase in notes payable in 1996.

On July 10, 1996, the Company  entered into a Credit  Agreement with First Union
National  Bank of North  Carolina  with respect to a Reducing  Revolving  Credit
Facility (the "Facility"). The Facility is unsecured, provides borrowings for up
to $125 million and replaces the Company's  existing  line of credit  agreement.
The available  amount of the Facility will reduce  quarterly  beginning on March
31,  1998 with a final  maturity  of June 30,  2000.  The  interest  rate of the
Facility  is  LIBOR-based  and the  Company  may repay the  Facility at any time
without  penalty.  The more  restrictive  covenants of the Facility  require the
Company to maintain  certain cash flow levels.  At August 12, 1996,  $65 million
was outstanding under the Facility with additional availability of approximately
$6 million.

                                       9
<PAGE>

                              Movie Gallery, Inc.

         Management's Discussion and Analysis of Results of Operations
                       and Financial Condition (continued)


It is  anticipated  that  future  acquisitions  will be  completed  using  funds
available  under  its  Facility,  financing  provided  by  sellers,  alternative
financing  arrangements  such as  capital  raised in public or  private  debt or
equity  offerings  and  the  use of the  Company's  Common  Stock.  The  Company
currently has registered and available for issuance in future  acquisitions over
$100 million of its Common  Stock.  Since the last quarter of 1995,  the Company
has issued an aggregate of  1,278,571  shares of its Common stock in  connection
with the acquisition of 154 additional  stores,  which includes the acquisitions
of Home  Vision  Entertainment,  Inc.  and  Hollywood  Video,  Inc.,  which were
consummated  subsequent  to June 30,  1996 but prior to the  filing of this Form
10-Q.

At June 30, 1996,  the Company had a working  capital  deficit of $47.8 million,
due to the accounting  treatment of its inventory.  Videocassette and video game
rental  inventory are treated as  non-current  assets under  generally  accepted
accounting  principles because they are not assets which are reasonably expected
to be completely realized in cash or sold in the normal business cycle. Although
the  rental of this  inventory  generates  the major  portion  of the  Company's
revenue,  the  classification  of these  assets as  noncurrent  results in their
exclusion from working capital. The aggregate amount payable for this inventory,
however,  is reported as a current  liability  until paid and,  accordingly,  is
included in working  capital.  Consequently,  the Company  believes that working
capital is not an appropriate  measure of its liquidity and it anticipates  that
it will continue to operate with a working capital deficit.


                                       10
<PAGE>







                           Part II - Other Information

Item 6. Exhibits and Reports on Form 8-K

       a)  Exhibits -
                11  Computation of Earnings Per Share
                18  Change in Accounting Principle
                27  Financial Data Schedule

       b)  Reports on Form 8-K
                A Form 8-K  reporting on Items 2, 5, and 8 was filed on July 15,
                1996.





                                   Signatures

       Pursuant to the requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                            Movie Gallery, Inc.
                                               (Registrant)



Date:  August 14, 1996                      /s/ J. Steven Roy   
                                            -----------------
                                            J. Steven Roy, Senior Vice President
                                            and Chief Financial Officer


                                       11
<PAGE>




                                                                      Exhibit 11
                    



                               Movie Gallery, Inc.

                        Computation of Earnings Per Share




                              Three Months Ended           Six Months Ended
                                   June 30                     June 30
                              1996          1995          1996          1995
                          ------------   -----------   -----------   -----------

Net income (loss)         $(1,995,000)   $ 2,970,000   $ 3,106,000   $ 5,833,000
                          ============   ===========   ===========   ===========

Shares:
Weighted average common
  shares outstanding        12,437,483    11,168,846    12,288,897    10,191,577
Net effect of dilutive
  stock options                262,844       350,301       230,514       309,209
                           -----------   -----------   -----------   -----------
Weighted average common
  and common equivalent
  shares outstanding        12,700,327    11,519,147    12,519,411    10,500,786
                           ===========   ===========   ===========   ===========
Income (loss) per common
  and common equivalent
  share                    $     (.16)   $       .26   $       .25   $       .56
                           ===========   ===========   ===========   ===========


                                       12
<PAGE>



                                                                      Exhibit 18




August 9, 1996



Mr. J. Steven Roy
Senior Vice President and
Chief Financial Officer
Movie Gallery, Inc.
739 W. Main Street
Dothan, Alabama 36301

Dear Sir:

Note 2 of the financial  statements of Movie Gallery,  Inc. included in its Form
10Q for the six months  ended June 30, 1996  describes a change in the method of
amortizing  the cost of  videocassette  and video game  rental  inventory  to an
accelerated  method with increased  amortization for "new release"  rental.  You
have advised us that you believe  that the change is to a  preferable  method in
your  circumstances  because (i) it will result in a better match of the cost of
videocassettes   with  their  revenues  in  the  Company's   current   operating
environment and (ii) it is consistent with industry practice.

We conclude  that the change in the method of  amortizing  videocassette  rental
inventory,   including  video  games  and  audio  books,  is  to  an  acceptable
alternative  method,  which, based on your business judgment to make this change
for the reasons  cited above is preferable  in your  circumstances.  We have not
conducted an audit in accordance with generally  accepted auditing standards for
any  financial  statements  of the  Company  as of any  date or for  any  period
subsequent to December 31, 1995,  and therefore we do not express any opinion on
any financial statements of Movie Gallery, Inc. subsequent to that date.

                                                     Very truly yours,


                                                     /s/ Ernst & Young LLP


                                       13
<PAGE>


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>                        
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   JUN-30-1996
<CASH>                                               6,405
<SECURITIES>                                             0
<RECEIVABLES>                                        1,634
<ALLOWANCES>                                             0
<INVENTORY>                                          9,171
<CURRENT-ASSETS>                                    21,136
<PP&E>                                             178,130<F1>
<DEPRECIATION>                                      65,247<F2>
<TOTAL-ASSETS>                                     231,660
<CURRENT-LIABILITIES>                               68,896
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                                13
<OTHER-SE>                                         148,720
<TOTAL-LIABILITY-AND-EQUITY>                       231,660
<SALES>                                             13,968
<TOTAL-REVENUES>                                   106,307
<CGS>                                                8,379
<TOTAL-COSTS>                                       99,645
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                   1,647
<INCOME-PRETAX>                                      5,015
<INCOME-TAX>                                         1,909
<INCOME-CONTINUING>                                  3,106
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                         3,106
<EPS-PRIMARY>                                         0.25
<EPS-DILUTED>                                            0
<FN>
<F1>INCLUDES $128,133 OF VIDEOCASSETTE RENTAL INVENTORY.
<F2>INCLUDES $56,848 OF ACCUMULATED AMORTIZATION ON VIDEOCASSETTE RENTAL
    INVENTORY.
</FN>  
        


</TABLE>


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