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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549



FORM 10-Q



QUARTERLY REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended April 29, 2005


Commission file number: 001-11421


DOLLAR GENERAL CORPORATION

(Exact name of Registrant as Specified in Its Charter)



TENNESSEE
(State or Other Jurisdiction of
Incorporation or Organization)

61-0502302
(I.R.S. Employer
Identification No.)

 

100 MISSION RIDGE
GOODLETTSVILLE, TN  37072
(Address of Principal Executive Offices, Zip Code)

 

Registrant’s telephone number, including area code: (615) 855-4000



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 by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b–2 of the Exchange Act).  Yes [X]  No [  ]


The number of shares of common stock outstanding on May 24, 2005, was 327,977,070.







PART I—FINANCIAL INFORMATION


ITEM 1.

FINANCIAL STATEMENTS


DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


 

April 29,
2005

 

January 28,
2005

ASSETS

(Unaudited)

   

Current assets:

     

Cash and cash equivalents

$

236,523 

 

$

232,830 

Short-term investments

 

  

42,925 

Merchandise inventories

 

1,465,981 

  

1,376,537 

Deferred income taxes

 

21,525 

  

24,908 

Prepaid expenses and other current assets

 

59,166 

  

53,702 

Total current assets

 

1,783,195 

  

1,730,902 

Net property and equipment

 

1,091,997 

  

1,080,838 

Other assets, net

 

29,346 

  

29,264 

Total assets

$

2,904,538 

 

$

2,841,004 

      

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

Current liabilities:

     

Current portion of long-term obligations

$

10,737 

 

$

12,860 

Accounts payable

 

459,742 

  

409,327 

Accrued expenses and other

 

322,742 

  

333,889 

Income taxes payable

 

54,557 

  

69,616 

Total current liabilities

 

847,778 

  

825,692 

Long-term obligations

 

256,452 

  

258,462 

Deferred income taxes

 

72,342 

  

72,385 

      

Shareholders’ equity:

     

Preferred stock

 

  

Common stock

 

164,071 

  

164,086 

Additional paid-in capital

 

441,119 

  

421,600 

Retained earnings

 

1,129,626 

  

1,102,457 

Accumulated other comprehensive loss

 

(928)

  

(973)

  

1,733,888 

  

1,687,170 

Other shareholders’ equity

 

(5,922)

  

(2,705)

Total shareholders’ equity

 

1,727,966 

  

1,684,465 

Total liabilities and shareholders’ equity

$

2,904,538 

 

$

2,841,004 

      

See notes to condensed consolidated financial statements.

     






DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands except per share amounts)


 

For the 13 weeks ended

 

April 29,
2005

 

April 30,
2004

Net sales

$

1,977,829 

  

$

1,747,959 

 

Cost of goods sold

 

1,414,480 

   

1,235,709 

 

Gross profit

 

563,349 

   

512,250 

 

Selling, general and administrative

 

456,428 

   

397,700 

 

Operating profit

 

106,921 

   

114,550 

 

Interest income

 

(2,616)

   

(2,002)

 

Interest expense

 

5,968 

   

8,444 

 

Income before income taxes

 

103,569 

   

108,108 

 

Income taxes

 

38,669 

   

40,259 

 

Net income

$

64,900 

  

$

67,849 

 
        

Earnings per share:

       

Basic

$

0.20 

  

$

0.20 

 

Diluted

$

0.20 

  

$

0.20 

 
        

Weighted average shares outstanding:

       

Basic

 

328,208 

   

334,109 

 

Diluted

 

331,218 

   

337,257 

 
        

Dividends per share

$

0.04 

  

$

0.04 

 
        

See notes to condensed consolidated financial statements.

       






2




DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

For the 13 weeks ended

 

April 29,
2005

 

April 30,
2004

      

Cash flows from operating activities:

     

Net income

$

64,900 

 

$

67,849 

Adjustments to reconcile net income to net cash provided by
operating activities:

     

Depreciation and amortization

 

44,006 

  

39,636 

Deferred income taxes

 

3,340 

  

12,559 

Tax benefit from stock option exercises

 

2,967 

  

2,172 

Change in operating assets and liabilities:

     

Merchandise inventories

 

(89,444)

  

(120,044)

Prepaid expenses and other current assets

 

(5,464)

  

(2,235)

Accounts payable

 

60,526 

  

100,549 

Accrued expenses and other

 

(10,824)

  

(9,175)

Income taxes

 

(15,086)

  

(7,422)

Other

 

(170)

  

(15,512)

Net cash provided by operating activities

 

54,751 

  

68,377 

      

Cash flows from investing activities:

     

Purchases of property and equipment

 

(65,061)

  

(60,703)

Purchases of short-term investments

 

(21,250)

  

(129,150)

Sales of short-term investments

 

64,175 

  

126,225 

Proceeds from sale of property and equipment

 

122 

  

29 

Net cash used in investing activities

 

(22,014)

  

(63,599)

      

Cash flows from financing activities:

     

Repayments of long-term obligations

 

(4,722)

  

(4,063)

Payment of cash dividends

 

(13,145)

  

(13,319)

Proceeds from exercise of stock options

 

13,494 

  

6,546 

Repurchases of common stock

 

(25,062)

  

(133,589)

Other financing activities

 

391 

  

447 

Net cash used in financing activities

 

(29,044)

  

(143,978)

      

Net increase (decrease) in cash and cash equivalents

 

3,693 

  

(139,200)

Cash and cash equivalents, beginning of period

 

232,830 

  

345,899 

Cash and cash equivalents, end of period

$

236,523 

 

$

206,699 

      

Supplemental schedule of noncash investing and financing activities:

     

Repurchases of common stock awaiting settlement, included in Accounts payable

$

 

$

18,996 

Purchases of property and equipment awaiting processing for payment,
included in Accounts payable

$

2,810 

 

$

16,494 

Purchases of property and equipment under capital lease obligations

$

578 

 

$

550 

      

See notes to condensed consolidated financial statements.

     



3




DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)


1.

Basis of presentation and accounting policies


Basis of presentation


The accompanying unaudited condensed consolidated financial statements of Dollar General Corporation (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X.  Such financial statements consequently do not include all of the disclosures normally required by GAAP or those normally made in the Company’s Annual Report on Form 10-K.  Accordingly, the reader of this Quarterly Report on Form 10-Q should refer to the Company’s Annual Report on Form 10-K for the year ended January 28, 2005 for additional information.


The accompanying condensed consolidated financial statements have been prepared in accordance with the Company’s customary accounting practices and have not been audited.  In management’s opinion, all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the consolidated financial position and results of operations for the 13-week periods ended April 29, 2005 and April 30, 2004 have been made.


Certain prior amounts have been reclassified to conform to the current period presentation.  Ongoing estimates of inventory shrinkage and initial markups and markdowns are included in the interim cost of goods sold calculation.  Because the Company’s business is moderately seasonal, the results for interim periods are not necessarily indicative of the results to be expected for the entire year.


Accounting pronouncements


In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment,” which will require all companies to measure compensation cost for all share-based payments (including employee stock options) at fair value.  This new standard will generally be effective for public companies no later than their first fiscal year that begins after June 15, 2005.  Companies can adopt the new standard in one of two ways: (i) the modified prospective application, in which a company would recognize share-based employee compensation cost from the beginning of the fiscal period in which the recognition provisions are first applied as if the fair-value-based accounting method had been used to account for all employee awards granted, modified, or settled after the effective date and to a ny awards that were not fully vested as of the effective date; or (ii) the modified retrospective application, in which a company would recognize employee compensation cost for periods presented prior to the adoption of SFAS No. 123R in accordance with the original provisions of SFAS No. 123 “Accounting for Stock-Based Compensation,” pursuant to which an entity would recognize employee compensation cost in the amounts reported in the pro forma disclosures provided in accordance with SFAS No. 123.  The Company expects to adopt SFAS No. 123R during the first quarter of 2006 using the modified



4




prospective application, and expects to incur incremental Selling, general and administrative expense associated with the adoption of approximately $8 million to $16 million in 2006.  See Note 5 to the Condensed Consolidated Financial Statements for disclosure of the pro forma effects of stock option grants as determined using the methodology prescribed under SFAS No. 123.


2.

Comprehensive income


Comprehensive income consists of the following (in thousands):


  

13 Weeks Ended

  

April 29, 2005

 

April 30, 2004

Net income

 

$

64,900 

 

$

67,849 

Reclassification of net loss on derivatives

  

45 

  

53 

Comprehensive income

 

$

64,945 

 

$

67,902 


3.

Earnings per share


The amounts reflected below are in thousands except per share data.


  

13 Weeks Ended April 29, 2005

  

Net Income

 

Shares

 

Per Share Amount

Basic earnings per share

 

$

64,900 

 

328,208 

 

$

0.20 

Effect of dilutive stock awards

    

3,010 

   

Diluted earnings per share

 

$

64,900 

 

331,218 

 

$

0.20 


  

13 Weeks Ended April 30, 2004

  

Net Income

 

Shares

 

Per Share Amount

Basic earnings per share

 

$

67,849 

 

334,109 

 

$

0.20 

Effect of dilutive stock awards

    

3,148 

   

Diluted earnings per share

 

$

67,849 

 

337,257 

 

$

0.20 


Basic earnings per share was computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.  Diluted earnings per share was determined based on the dilutive effect of stock options and other common stock equivalents using the treasury stock method.


4.

Commitments and contingencies


Legal proceedings


Restatement-Related Proceedings.  As previously disclosed in the Company’s periodic reports filed with the Securities and Exchange Commission (the “SEC”), the Company restated its audited financial statements for fiscal years 1999 and 1998, and certain unaudited financial information for fiscal year 2000, by means of its Form 10-K for the fiscal year ended February 2, 2001, which was filed on January 14, 2002 (the “2001 Restatement”).



5





The SEC conducted an investigation into the circumstances giving rise to the 2001 Restatement and, on January 8, 2004, the Company received notice that the SEC staff was considering recommending that the SEC bring a civil injunctive action against the Company for alleged violations of the federal securities laws in connection with circumstances relating to the 2001 Restatement.  On April 7, 2005, the SEC filed a Complaint and a proposed Final Judgment and Consent and Undertakings of Dollar General Corporation with the United States District Court for the Middle District of Tennessee, which the Court approved on April 14, 2005.  The Final Judgment and Consent and Undertakings reflect the terms of the settlement previously agreed to by the Company and the SEC.  Specifically, without admitting or denying the allegations in the Complaint, the Company consented to the entry of a perm anent civil injunction against future violations of the antifraud, books and records, reporting and internal control provisions of the federal securities laws and related SEC rules and agreed to pay a $10 million non-deductible civil penalty.  The Company accrued the $10 million penalty in its financial statements for the year ended January 30, 2004 and paid the $10 million penalty on April 28, 2005.  The Company is not entitled to seek reimbursement from its insurers with respect to this settlement.


Other Litigation.  On March 14, 2002, a complaint was filed in the United States District Court for the Northern District of Alabama (Edith Brown, on behalf of herself and others similarly situated v. Dolgencorp. Inc., and Dollar General Corporation, CV02-C-0673-W (“Brown”)) to commence a collective action against the Company on behalf of current and former salaried store managers.  The complaint alleges that these individuals were entitled to overtime pay and should not have been classified as exempt employees under the Fair Labor Standards Act (“FLSA”).  Plaintiffs seek to recover overtime pay, liquidated damages, declaratory relief and attorneys’ fees.


On January 12, 2004, the court certified an opt-in class of plaintiffs consisting of all persons employed by the Company as store managers at any time since March 14, 1999, who regularly worked more than 50 hours per week and either: (1) customarily supervised less than two employees at one time; (2) lacked authority to hire or discharge employees without supervisor approval; or (3) sometimes worked in non-managerial positions at stores other than the one he or she managed.  The Company’s attempt to appeal this decision on a discretionary basis to the 11th Circuit Court of Appeals was denied.


Notice was sent to prospective class members and the deadline for individuals to opt in to the lawsuit was May 31, 2004.  Approximately 5,000 individuals opted in.  The Court has entered a scheduling order that governs the discovery and remaining phases of the case.


Three additional lawsuits, Tina Depasquales v. Dollar General Corp. (Southern District of Georgia, Savannah Division, CV 404-096, filed May 12, 2004), Karen Buckley v. Dollar General Corp. (Southern District of Ohio, C-2-04-484, filed June 8, 2004), and Sheila Ann Hunsucker v. Dollar General Corp. et al. (Western District of Oklahoma, Civ-04-165-R, filed February 19, 2004), were filed asserting essentially the same claims as the Brown case, all of which have since been consolidated in the Northern District of Alabama where the Brown



6




litigation is pending.  The Company believes that the consolidation will not affect the scheduling order or extend any of the deadlines in the Brown case.


The Company believes that its store managers are and have been properly classified as exempt employees under the FLSA and that the action is not appropriate for collective action treatment.  The Company intends to vigorously defend the action.  However, no assurances can be given that the Company will be successful in defending this action on the merits or otherwise, and, if not, the resolution could have a material adverse effect on the Company’s financial statements as a whole.


The Company is involved in other legal actions and claims arising in the ordinary course of business.  The Company currently believes that such other litigation and claims, both individually and in the aggregate, will be resolved without a material effect on the Company’s financial statements as a whole.  However, litigation involves an element of uncertainty.  Future developments could cause these actions or claims to have a material adverse effect on the Company’s financial statements as a whole.


5.

Stock-based compensation


The Company accounts for stock option grants in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”), and related interpretations.  Under APB No. 25, compensation expense is generally not recognized for plans in which the exercise price of the stock options equals the market price of the underlying stock on the date of grant and the number of shares subject to exercise is fixed.  Had compensation cost for the Company’s stock-based compensation plans been determined based on the fair value at the grant date for awards under these plans consistent with the methodology prescribed under SFAS No. 123, net income and earnings per share would have been reduced to the pro forma amounts indicated in the following table:


  

13 Weeks Ended

(Amounts in thousands except per share data)

 

April 29, 2005

 

April 30, 2004

Net income – as reported

 

$

64,900 

 

$

67,849 

Less pro forma effect of stock option grants, net of tax

  

2,586 

  

3,538 

Net income – pro forma

 

$

62,314 

 

$

64,311 

       

Earnings per share – as reported

      

Basic

 

$

0.20 

 

$

0.20 

Diluted

 

$

0.20 

 

$

0.20 

Earnings per share – pro forma

      

Basic

 

$

0.19 

 

$

0.19 

Diluted

 

$

0.19 

 

$

0.19 




7




The fair value of options granted during the first quarter of 2005 and 2004 was $6.56 and $5.98 per share, respectively.  The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:


  

13 Weeks Ended

  

April 29, 2005

 

April 30, 2004

Expected dividend yield

 

0.9

%

 

0.9

%

Expected stock price volatility

 

27.4

%

 

36.8

%

Weighted average risk-free interest rate

 

4.3

%

 

2.4

%

Expected life of options (years)

 

5.0

  

4.0

 



6.

Segment reporting


The Company manages its business on the basis of one reportable segment.  As of April 29, 2005, all of the Company’s operations were located within the United States, with the exception of an immaterial Hong Kong subsidiary formed to assist in the process of importing certain merchandise that began operations in 2004.  The following data is presented in accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.”


  

13 Weeks Ended

(In thousands)

 

April 29, 2005

 

April 30, 2004

Classes of similar products:

      

Net sales:

      

Highly consumable

 

$

1,321,306

 

$

1,114,394

Seasonal

  

275,295

  

260,438

Home products

  

211,752

  

214,773

Basic clothing

  

169,476

  

158,354

  

$

1,977,829

 

$

1,747,959


7.

Guarantor subsidiaries


All of the Company’s subsidiaries, except for its not-for-profit subsidiary whose assets and revenues are not material (the “Guarantors”), have fully and unconditionally guaranteed on a joint and several basis the Company’s obligations under certain outstanding debt obligations.  Each of the Guarantors is a direct or indirect wholly owned subsidiary of the Company.  In order to participate as a subsidiary guarantor on certain of the Company’s financing arrangements, a subsidiary of the Company has entered into a letter agreement with certain state regulatory agencies to maintain a minimum balance of stockholders’ equity of $50 million in excess of the Company’s debt it has guaranteed, or $500 million as of April 29, 2005.  The subsidiary of the Company was in compliance with such agreement as of April 29, 2005.


The following consolidating schedules present condensed financial information on a combined basis.  Dollar amounts are in thousands.




8







 

As of April 29, 2005

 

DOLLAR GENERAL CORPORATION

GUARANTOR SUBSIDIARIES

ELIMINATIONS

CONSOLIDATED TOTAL

BALANCE SHEET:

                

ASSETS

                

Current assets:

                

Cash and cash equivalents

 

$

154,263 

  

$

82,260 

  

$

  

$

236,523 

 

Short-term investments

  

   

   

   

 

Merchandise inventories

  

   

1,465,981 

   

   

1,465,981 

 

Deferred income taxes

  

9,242 

   

12,283 

   

   

21,525 

 

Prepaid expenses and other current assets

  

25,576 

   

1,806,490 

   

(1,772,900)

   

59,166 

 

Total current assets

  

189,081 

   

3,367,014 

   

(1,772,900)

   

1,783,195 

 
                 

Property and equipment, at cost

  

184,806 

   

1,806,180 

   

   

1,990,986 

 

Less accumulated depreciation and amortization

  

82,649 

   

816,340 

   

   

898,989 

 

Net property and equipment

  

102,157 

   

989,840 

   

   

1,091,997 

 
                 

Other assets, net

  

3,478,124 

   

60,691 

   

(3,509,469)

   

29,346 

 
                 

Total assets

 

$

3,769,362 

  

$

4,417,545 

  

$

(5,282,369)

  

$

2,904,538 

 
                 

LIABILITIES AND
SHAREHOLDERS’ EQUITY

                

Current liabilities:

                

Current portion of long-term obligations

 

$

2,617 

  

$

8,120 

  

$

  

$

10,737 

 

Accounts payable

  

1,812,497 

   

420,114 

   

(1,772,869)

   

459,742 

 

Accrued expenses and other

  

30,070 

   

292,672 

   

   

322,742 

 

Income taxes payable

  

   

54,588 

   

(31)

   

54,557 

 

Total current liabilities

  

1,845,184 

   

775,494 

   

(1,772,900)

   

847,778 

 
                 

Long-term obligations

  

190,995 

   

1,304,251 

   

(1,238,794)

   

256,452 

 
                 

Deferred income taxes

  

5,217 

   

67,125 

   

   

72,342 

 
                 

Shareholders’ equity:

                

Preferred stock

  

   

   

   

 

Common stock

  

164,071 

   

23,853 

   

(23,853)

   

164,071 

 

Additional paid-in capital

  

441,119 

   

1,243,468 

   

(1,243,468)

   

441,119 

 

Retained earnings

  

1,129,626 

   

1,003,354 

   

(1,003,354)

   

1,129,626 

 

Accumulated other comprehensive loss

  

(928)

   

   

   

(928)

 
   

1,733,888 

   

2,270,675 

   

(2,270,675)

   

1,733,888 

 

Other shareholders’ equity

  

(5,922)

   

   

   

(5,922)

 

Total shareholders’ equity

  

1,727,966 

   

2,270,675 

   

(2,270,675)

   

1,727,966 

 
                 

Total liabilities and shareholders’ equity

 

$

3,769,362 

  

$

4,417,545 

  

$

(5,282,369)

  

$

2,904,538 

 





9







 

As of January 28, 2005

 

DOLLAR GENERAL CORPORATION

GUARANTOR SUBSIDIARIES

ELIMINATIONS

CONSOLIDATED TOTAL

BALANCE SHEET:

                

ASSETS

                

Current assets:

                

Cash and cash equivalents

 

$

127,170 

  

$

105,660 

  

$

  

$

232,830 

 

Short-term investments

  

42,425 

   

500 

   

   

42,925 

 

Merchandise inventories

  

   

1,376,537 

   

   

1,376,537 

 

Deferred income taxes

  

10,024 

   

14,884 

   

   

24,908 

 

Prepaid expenses and other current assets

  

23,305 

   

1,740,029 

   

(1,709,632)

   

53,702 

 

Total current assets

  

202,924 

   

3,237,610 

   

(1,709,632)

   

1,730,902 

 
                 

Property and equipment, at cost

  

184,618 

   

1,755,717 

   

   

1,940,335 

 

Less accumulated depreciation and amortization

  

78,661 

   

780,836 

   

   

859,497 

 

Net property and equipment

  

105,957 

   

974,881 

   

   

1,080,838 

 
                 

Other assets, net

  

3,376,578 

   

58,373 

   

(3,405,687)

   

29,264 

 
                 

Total assets

 

$

3,685,459 

  

$

4,270,864 

  

$

(5,115,319)

  

$

2,841,004 

 
                 

LIABILITIES AND
SHAREHOLDERS’ EQUITY

                

Current liabilities:

                

Current portion of long-term obligations

 

$

4,399 

  

$

8,461 

  

$

  

$

12,860 

 

Accounts payable

  

1,763,024 

   

355,904 

   

(1,709,601)

   

409,327 

 

Accrued expenses and other

  

37,378 

   

296,511 

   

   

333,889 

 

Income taxes payable

  

   

69,647 

   

(31)

   

69,616 

 

Total current liabilities

  

1,804,801 

   

730,523 

   

(1,709,632)

   

825,692 

 
                 

Long-term obligations

  

190,769 

   

1,261,998 

   

(1,194,305)

   

258,462 

 
                 

Deferred income taxes

  

5,424 

   

66,961 

   

   

72,385 

 
                 

Shareholders’ equity:

                

Preferred stock

  

   

   

   

 

Common stock

  

164,086 

   

23,853 

   

(23,853)

   

164,086 

 

Additional paid-in capital

  

421,600 

   

1,243,468 

   

(1,243,468)

   

421,600 

 

Retained earnings

  

1,102,457 

   

944,061 

   

(944,061)

   

1,102,457 

 

Accumulated other comprehensive loss

  

(973)

   

   

   

(973)

 
   

1,687,170 

   

2,211,382 

   

(2,211,382)

   

1,687,170 

 

Other shareholders’ equity

  

(2,705)

   

   

   

(2,705)

 

Total shareholders’ equity

  

1,684,465 

   

2,211,382 

   

(2,211,382)

   

1,684,465 

 
                 

Total liabilities and shareholders’ equity

 

$

3,685,459 

  

$

4,270,864 

  

$

(5,115,319)

  

$

2,841,004 

 





10







 

For the 13 weeks ended
April 29, 2005

 

DOLLAR GENERAL CORPORATION

GUARANTOR SUBSIDIARIES

ELIMINATIONS

CONSOLIDATED TOTAL

STATEMENTS OF INCOME:

                

Net sales

 

$

46,034 

  

$

1,977,829 

  

$

(46,034)

  

$

1,977,829 

 

Cost of goods sold

  

   

1,414,480 

   

   

1,414,480 

 

Gross profit

  

46,034 

   

563,349 

   

(46,034)

   

563,349 

 

Selling, general and administrative

  

37,221 

   

465,241 

   

(46,034)

   

456,428 

 

Operating profit

  

8,813 

   

98,108 

   

   

106,921 

 

Interest income

  

(2,368)

   

(248)

   

   

(2,616)

 

Interest expense

  

1,981 

   

3,987 

   

   

5,968 

 

Income before income taxes

  

9,200 

   

94,369 

   

   

103,569 

 

Provision for income taxes

  

3,594 

   

35,075 

   

   

38,669 

 

Equity in subsidiaries’ earnings, net of taxes

  

59,294 

   

   

(59,294)

   

 

Net income

 

$

64,900 

  

$

59,294 

  

$

(59,294)

  

$

64,900 

 



 

For the 13 weeks ended
April 30, 2004

 

DOLLAR GENERAL CORPORATION

GUARANTOR SUBSIDIARIES

ELIMINATIONS

CONSOLIDATED TOTAL

STATEMENTS OF INCOME:

                

Net sales

 

$

44,532 

  

$

1,747,959 

  

$

(44,532)

  

$

1,747,959 

 

Cost of goods sold

  

   

1,235,709 

   

   

1,235,709 

 

Gross profit

  

44,532 

   

512,250 

   

(44,532)

   

512,250 

 

Selling, general and administrative

  

36,364 

   

405,868 

   

(44,532)

   

397,700 

 

Operating profit

  

8,168 

   

106,382 

   

   

114,550 

 

Interest income

  

(1,033)

   

(969)

   

   

(2,002)

 

Interest expense

  

4,815 

   

3,629 

   

   

8,444 

 

Income before income taxes

  

4,386 

   

103,722 

   

   

108,108 

 

Provision for income taxes

  

1,915 

   

38,344 

   

   

40,259 

 

Equity in subsidiaries’ earnings, net of taxes

  

65,378 

   

   

(65,378)

   

 

Net income

 

$

67,849 

  

$

65,378 

  

$

(65,378)

  

$

67,849 

 





11







 

For the 13 weeks ended
April 29, 2005

 

DOLLAR GENERAL CORPORATION

GUARANTOR SUBSIDIARIES

ELIMINATIONS

CONSOLIDATED TOTAL

STATEMENTS OF CASH FLOWS:

                

Cash flows from operating activities:

                

Net income

 

$

64,900 

  

$

59,294 

  

$

(59,294)

  

$

64,900 

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

                

Depreciation and amortization

  

5,301 

   

38,705 

   

   

44,006 

 

Deferred income taxes

  

575 

   

2,765 

   

   

3,340 

 

Tax benefit from stock option exercises

  

2,967 

   

   

   

2,967 

 

Equity in subsidiaries’ earnings, net

  

(59,294)

   

   

59,294 

   

 

Change in operating assets and liabilities:

                

Merchandise inventories

  

   

(89,444)

   

   

(89,444)

 

Prepaid expenses and other current assets

  

(2,010)

   

(3,454)

   

   

(5,464)

 

Accounts payable

  

(8,583)

   

69,109 

   

   

60,526 

 

Accrued expenses and other

  

(7,397)

   

(3,427)

   

   

(10,824)

 

Income taxes

  

(27)

   

(15,059)

   

   

(15,086)

 

Other

  

2,052 

   

(2,222)

   

   

(170)

 

Net cash provided by (used in) operating activities

  

(1,516)

   

56,267 

   

   

54,751 

 
                 

Cash flows from investing activities:

                

Purchases of property and equipment

  

(2,912)

   

(62,149)

   

   

(65,061)

 

Purchases of short-term investments

  

(21,250)

   

   

   

(21,250)

 

Sales of short-term investments

  

63,675 

   

500 

   

   

64,175 

 

Proceeds from sale of property and equipment

  

   

122 

   

   

122 

 

Net cash provided by (used in) investing activities

  

39,513 

   

(61,527)

   

   

(22,014)

 
                 

Cash flows from financing activities:

                

Repayments of long-term obligations

  

(1,641)

   

(3,081)

   

   

(4,722)

 

Payment of cash dividends

  

(13,145)

   

   

   

(13,145)

 

Proceeds from exercise of stock options

  

13,494 

   

   

   

13,494 

 

Repurchases of common stock

  

(25,062)

   

   

   

(25,062)

 

Changes in intercompany note balances, net

  

15,059 

   

(15,059)

   

   

 

Other financing activities

  

391 

   

   

   

391 

 

Net cash used in financing activities

  

(10,904)

   

(18,140)

   

   

(29,044)

 
                 

Net increase (decrease) in cash and cash equivalents

  

27,093 

   

(23,400)

   

   

3,693 

 

Cash and cash equivalents, beginning of period

  

127,170 

   

105,660 

   

   

232,830 

 

Cash and cash equivalents, end of period

 

$

154,263 

  

$

82,260 

  

$

  

$

236,523 

 





12







 

For the 13 weeks ended
April 30, 2004

 

DOLLAR GENERAL CORPORATION

GUARANTOR SUBSIDIARIES

ELIMINATIONS

CONSOLIDATED TOTAL

STATEMENTS OF CASH FLOWS:

                

Cash flows from operating activities:

                

Net income

 

$

67,849 

  

$

65,378 

  

$

(65,378)

  

$

67,849 

 

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation and amortization

  

4,887 

   

34,749 

   

   

39,636 

 

Deferred income taxes

  

4,198 

   

8,361 

   

   

12,559 

 

Tax benefit from stock option exercises

  

2,172 

   

   

   

2,172 

 

Equity in subsidiaries’ earnings, net

  

(65,378)

   

   

65,378 

   

 

Change in operating assets and liabilities:

                

Merchandise inventories

  

   

(120,044)

   

   

(120,044)

 

Prepaid expenses and other current assets

  

(6,494)

   

4,259 

   

   

(2,235)

 

Accounts payable

  

(613)

   

101,162 

   

   

100,549 

 

Accrued expenses and other

  

(3,139)

   

(6,036)

   

   

(9,175)

 

Income taxes

  

8,694 

   

(16,116)

   

   

(7,422)

 

Other

  

89 

   

(15,601)

   

   

(15,512)

 

Net cash provided by operating activities

  

12,265 

   

56,112 

   

   

68,377 

 
                 

Cash flows from investing activities:

                

Purchases of property and equipment

  

(13,421)

   

(47,282)

   

   

(60,703)

 

Purchases of short-term investments

  

(128,650)

   

(500)

   

   

(129,150)

 

Sales of short-term investments

  

125,725 

   

500 

   

   

126,225 

 

Proceeds from sale of property and equipment

  

   

21 

   

   

29 

 

Net cash used in investing activities

  

(16,338)

   

(47,261)

   

   

(63,599)

 
                 

Cash flows from financing activities:

                

Repayments of long-term obligations

  

(1,683)

   

(2,380)

   

   

(4,063)

 

Payment of cash dividends

  

(13,319)

   

   

   

(13,319)

 

Proceeds from exercise of stock options

  

6,546 

   

   

   

6,546 

 

Repurchases of common stock

  

(133,589)

   

   

   

(133,589)

 

Changes in intercompany note balances, net

  

4,337 

   

(4,337)

   

   

 

Other financing activities

  

447 

   

   

   

447 

 

Net cash used in financing activities

  

(137,261)

   

(6,717)

   

   

(143,978)

 
                 

Net increase (decrease) in cash and cash equivalents

  

(141,334)

   

2,134 

   

   

(139,200)

 

Cash and cash equivalents, beginning of period

  

285,007 

   

60,892 

   

   

345,899 

 

Cash and cash equivalents, end of period

 

$

143,673 

  

$

63,026 

  

$

  

$

206,699 

 





13




ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Forward-Looking Statements / Risk Factors


Except for specific historical information, many of the matters discussed in this report and in the documents incorporated by reference into this report may express or imply projections of revenues or expenditures, statements of plans and objectives for future operations, growth or initiatives, statements of future economic performance, or statements regarding the outcome or impact of pending or threatened litigation. These and similar statements regarding events or results which the Company expects will or may occur in the future are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual performance of the Company to differ materially from those expressed or implied by these statements.  All forward-looking information should be evaluated in the context of these risks, uncertainties and other factors. The words “b elieve,” “anticipate,” “project,” “plan,” “expect,” “estimate,” “objective,” “forecast,” “goal,” “intend,” “will likely result,” or “will continue” and similar expressions generally identify forward-looking statements. The Company believes the assumptions underlying these forward-looking statements are reasonable; however, any of the assumptions could be inaccurate, and therefore, actual results may differ materially from those projected in the forward-looking statements.  Factors and risks that may result in actual results differing from such forward-looking information include, but are not limited to those listed below, as well as other factors discussed throughout this document, including without limitation the factors described under “Critical Accounting Policies and Estimates” or, from time to time, in the Company’s filings with the SEC, press releases and other communic ations.


The Company’s business is moderately seasonal with the highest sales occurring during the fourth quarter. Adverse events during the fourth quarter could, therefore, affect the Company’s financial statements as a whole.  The Company realizes a significant portion of its net sales and net income during the holiday selling season.  In anticipation of the holidays, the Company purchases substantial amounts of seasonal inventory and hires many temporary employees.  If for any reason the Company’s net sales during the holiday selling season were to fall below seasonal norms, a seasonal merchandise inventory imbalance could result.  If such an imbalance were to occur, markdowns might be required to minimize this imbalance.  The Company’s profitability and operating results could be adversely affected by unanticipated markdowns.


Adverse weather conditions or other disruptions, especially during the peak holiday season but also at other times, could also adversely affect the Company’s net sales and could make it more difficult for the Company to obtain sufficient quantities of merchandise from its suppliers.


Competition in the retail industry could limit the Company’s growth opportunities and reduce its profitability.  The Company competes in the discount retail merchandise business, which is highly competitive.  This competitive environment subjects the Company to the risk of reduced profitability resulting from reduced margins required to maintain the Company’s



14




competitive position.  The Company competes with discount stores and with many other retailers, including mass merchandise, grocery, drug, convenience, variety and other specialty stores.  Some of the nation’s largest retail companies operate stores in areas where the Company operates.  The Company’s direct competitors in the dollar store retail category include Family Dollar, Dollar Tree, Fred’s, and various local, independent operators.  Competitors from other retail categories include CVS, Rite Aid, Walgreens, Eckerd, Wal-Mart and Kmart.  The discount retail merchandise business is subject to excess capacity and some of the Company’s competitors are much larger and have substantially greater resources than the Company.  The competition for customers has intensified in recent years as larger competitors, such as Wal-Mart, have moved i nto the Company’s geographic markets.  The Company remains vulnerable to the marketing power and high level of consumer recognition of these major national discount chains, and to the risk that these chains or others could venture into the “dollar store” industry in a significant way.  Generally, the Company expects an increase in competition.


The Company’s financial performance is sensitive to changes in overall economic conditions that may impact consumer spending.  A general slowdown in the United States economy may adversely affect the spending of the Company’s consumers, which would likely result in lower net sales than expected on a quarterly or annual basis.  Economic conditions affecting disposable consumer income, such as employment levels, business conditions, fuel and energy costs, interest rates, and tax rates, could also adversely affect the Company’s business by reducing consumer spending or causing consumers to shift their spending to other products.


Existing military efforts and the possibility of war, acts of terrorism and rising fuel costs could adversely impact the Company.  Existing U.S. military efforts, as well as the involvement of the United States in other military engagements, or a significant act of terrorism on U.S. soil or elsewhere, could have an adverse impact on the Company by, among other things, disrupting its information or distribution systems, causing dramatic increases in fuel prices thereby increasing the costs of doing business, or impeding the flow of imports or domestic products to the Company.


The Company’s business is dependent on its ability to obtain attractive pricing and other terms from its vendors and to timely receive inventory.  The Company believes that it has generally good relations with its vendors and that it is generally able to obtain attractive pricing and other terms from vendors.  If the Company fails to maintain good relations with its vendors, it may not be able to obtain attractive pricing with the consequence that its net sales or profit margins would be reduced.  The Company may also face difficulty in obtaining needed inventory from its vendors because of interruptions in production or for other reasons, which would adversely affect the Company’s business.  Also, prolonged or repeated price increases of certain raw materials could affect our vendors’ product costs, and, ultimately, the Company’s profitability.


The efficient operation of the Company’s business is heavily dependent on its information systems. The Company depends on a variety of information technology systems for the efficient functioning of its business.  The Company relies on certain software vendors to maintain and periodically upgrade many of these systems so that they can continue to support the Company’s business.  The software programs supporting many of the Company’s systems were licensed to



15




the Company by independent software developers.  The inability of these developers or the Company to continue to maintain and upgrade these information systems and software programs would disrupt or reduce the efficiency of the Company’s operations if it were unable to convert to alternate systems in an efficient and timely manner.  In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of the Company’s operations.


The Company is subject to interest rate risk.  The Company is subject to market risk from exposure to changes in interest rates based on its financing, investing and cash management activities.  


The Company is dependent upon the smooth functioning of its distribution network and upon the capacity of its distribution centers (“DCs”).  The Company relies upon the ability to replenish depleted inventory through deliveries to its DCs from vendors and from the DCs to its stores by various means of transportation, including shipments by air, sea and truck.  Labor shortages in the trucking industry could negatively impact transportation costs.  In addition, long-term disruptions to the national and international transportation infrastructure that lead to delays or interruptions of service would adversely affect the Company’s business.  Moreover, if the Company were unable to achieve functionality of the new DCs in the time frame expected, the Company’s ability to achieve the expected growth could be inhibited.


Construction and expansion projects relating to the Company’s DCs entail risks which could cause delays and cost overruns, such as: shortages of materials; shortages of skilled labor or work stoppages; unforeseen construction, scheduling, engineering, environmental or geological problems; weather interference; fires or other casualty losses; and unanticipated cost increases.  The completion dates and ultimate costs of these projects could differ significantly from initial expectations due to construction-related or other reasons.  The Company cannot guarantee that any project will be completed on time or within established budgets.  


The Company’s success depends to a significant extent upon the abilities of its senior management team and the performance of its employees. The loss of services of key members of the Company’s senior management team or of certain other key employees could negatively impact the Company’s business.  In addition, future performance will depend upon the Company’s ability to attract, retain and motivate qualified employees to keep pace with its expansion schedule. The inability to do so may limit the Company’s ability to effectively penetrate new market areas.


If the Company cannot open new stores on schedule, its growth will be impeded.   Delays in store openings could adversely affect the Company’s future operations by slowing new store growth, which may in turn reduce its revenue growth.  The Company’s ability to timely open new stores and to expand into additional states will depend in part on the following factors: the availability of attractive store locations; the ability to negotiate favorable lease terms; the ability to hire and train new personnel, especially store managers; the ability to identify customer demand in different geographic areas; general economic conditions; and the availability of sufficient funds for expansion. Many of these factors are beyond the Company’s control.



16





The inability to execute operating initiatives could impact the Company’s operating results. The Company is undertaking a significant number of operating initiatives in 2005 that have the potential to be disruptive in the short term if they are not implemented effectively.  Ineffective implementation or execution of some or all of these initiatives could negatively impact the Company’s operating results.


The Company’s cost of doing business could increase as a result of changes in federal, state or local regulations.  Unanticipated changes in the federal or state minimum wage or living wage requirements or changes in other wage or workplace regulations could adversely impact the Company’s ability to meet financial targets.  In addition, changes in these requirements or in federal, state or local regulations governing the sale of the Company’s products, particularly “over-the-counter” medications or health products, would increase the Company’s cost of doing business and, with respect to regulations governing the sale of products, could adversely and materially impact the Company’s sales results.


Rising insurance costs and loss experience could negatively impact profitability.  The costs of insurance (workers’ compensation insurance, general liability insurance, health insurance, property insurance and directors’ and officers’ liability insurance) and loss experience have risen in recent years. If such increases continue, they could have a negative impact on the Company’s profitability.


Readers are cautioned not to place undue reliance on forward-looking statements made herein, since the statements speak only as of the date of this report.  Except as may be required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements contained herein to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.  Readers are advised, however, to consult any further disclosures the Company may make on related subjects in its documents filed with or furnished to the SEC or in its other public disclosures.


Accounting Periods


The following text contains references to years 2005 and 2004, which represent fiscal years ending or ended February 3, 2006 and January 28, 2005, respectively.  Fiscal 2005 will be a 53-week accounting period and 2004 was a 52-week accounting period.  This discussion and analysis should be read with, and is qualified in its entirety by, the Condensed Consolidated Financial Statements and the notes thereto.


Results of Operations


The following discussion of the Company’s financial performance is based on the Condensed Consolidated Financial Statements set forth herein.  The nature of the Company’s business is moderately seasonal.  Historically, sales and net income in the fourth quarter have been higher than sales and net income achieved in each of the first three quarters of the fiscal year.  Expenses, and to a greater extent operating income, vary by quarter.  Results of a period shorter than a full year may not be indicative of results expected for the entire year.  



17




Furthermore, the seasonal nature of the Company’s business may affect comparisons between periods.  The following table contains results of operations data for the first 13 weeks of each of 2005 and 2004, and the dollar and percentage variances among those periods:


 

13 Weeks Ended

 

2005 vs. 2004

(amounts in millions, excluding per share amounts)

April 29, 2005

 

April 30, 2004

 

Amount change

 

%
change

Net sales by category:

           

Highly consumable

$

1,321.3

 

$

1,114.4

 

$

206.9 

 

18.6 

%

% of net sales

 

66.81%

  

63.75%

      

Seasonal

 

275.3

  

260.4

  

14.9 

 

5.7 

 

% of net sales

 

13.92%

  

14.90%

      

Home products

 

211.8

  

214.8

  

(3.0)

 

(1.4)

 

% of net sales

 

10.71%

  

12.29%

      

Basic clothing

 

169.5

  

158.4

  

11.1 

 

7.0 

 

% of net sales

 

8.57%

  

9.06%

      

Net sales

$

1,977.8

 

$

1,748.0

 

$

229.9 

 

13.2 

%

Cost of goods sold

 

1,414.5

  

1,235.7

  

178.8 

 

14.5 

 

% of net sales

 

71.52%

  

70.69%

      

Gross profit

 

563.3

  

512.3

  

51.1 

 

10.0 

 

% of net sales

 

28.48%

  

29.31%

      

Selling, general and administrative

 

456.4

  

397.7

  

58.7 

 

14.8 

 

% of net sales

 

23.08%

  

22.75%

      

Operating profit

 

106.9

  

114.6

  

(7.6)

 

(6.7)

 

% of net sales

 

5.41%

  

6.55%

      

Interest income

 

(2.6)

  

(2.0)

  

(0.6)

 

30.7 

 

% of net sales

 

(0.13)%

  

(0.11)%

      

Interest expense

 

6.0

  

8.4

  

(2.5)

 

(29.3)

 

% of net sales

 

0.30%

  

0.48%

      

Income before income taxes

 

103.6

  

108.1

  

(4.5)

 

(4.2)

 

% of net sales

 

5.24%

  

6.18%

      

Income taxes

 

38.7

  

40.3

  

(1.6)

 

(3.9)

 

% of net sales

 

1.96%

  

2.30%

      

Net income

$

64.9

 

$

67.8

 

$

(2.9)

 

(4.3)

%

% of net sales

 

3.28%

  

3.88%

      
            

Diluted earnings per share

$

0.20

 

$

0.20

 

$

 

%

Weighted average diluted shares

 

331.2

  

337.3

  

(6.0)

 

(1.8)

 


13 WEEKS ENDED APRIL 29, 2005 AND APRIL 30, 2004


Net Sales.  Increases in net sales resulted primarily from opening additional stores, including 621 net new stores since April 30, 2004, and a same-store sales increase of 4.9% for the 2005 period compared to the 2004 period.  Same-store sales calculations for a given period include only those stores that were open both at the end of that period and at the beginning of the preceding fiscal year.  The increase in same-store sales accounted for $83.5 million of the increase in sales while stores opened since the beginning of 2004 were the primary contributors to the remaining $146.4 million sales increase during the 2005 period.


The Company monitors its sales internally by the four major categories noted in the table above.  The Company’s merchandising mix in recent years has shifted to faster-turning consumable products versus home products and clothing.  This has been driven by customer



18




wants and needs in the marketplace.  As a result, the highly consumable category has become a greater percentage of the Company’s overall sales mix while the percentages of the home products and basic clothing categories have declined.  Accordingly, the Company’s sales increase by merchandise category in the 2005 period compared to the 2004 period was primarily attributable to the highly consumable category, which increased by $206.9 million, or 18.6%.  The Company continually reviews its merchandise mix and adjusts it when deemed necessary as a part of its ongoing efforts to improve overall sales and gross profit.  These ongoing reviews may result in a shift in the Company’s merchandising strategy which could increase permanent markdowns in the future.


Gross Profit.  The gross profit rate declined by 83 basis points in the 2005 period as compared with the 2004 period due to a number of factors, including but not limited to: lower sales, as a percentage of total sales, in the Company’s seasonal, home products and basic clothing categories, which have higher than average markups; higher transportation expenses primarily attributable to increased fuel costs; and the estimated impact of the expansion of the number of departments utilized for the gross profit calculation from 10 to 23, as further described below under “Critical Accounting Policies and Estimates.” These factors were partially offset by higher average mark-ups on the Company’s beginning inventory in the 2005 period as compared with the 2004 period. The increased average mark-up on beginning inventory represents the cumulative impact of higher margin purchases over time.


In the 2005 period the Company’s shrink, expressed in retail dollars as a percentage of sales, was 3.01% compared to 3.13% in the 2004 period.


Selling, General and Administrative (“SG&A”) Expense.  The increase in SG&A expense as a percentage of sales in the 2005 period as compared with the 2004 period was due to a number of factors, including but not limited to increases in the following expense categories that were in excess of the 13.2 percent increase in sales: store occupancy costs (increased 20.3%) primarily due to rising average monthly rentals associated with the Company’s leased store locations; utilities (increased 20.2%) primarily due to an increase in electricity costs; repairs and maintenance (increased 39.0%) primarily due to an increase in floor cleaning expenses; and fees associated with the increased customer usage of debit cards (increased 172.8%). These increases were partially offset by a reduction in professional fees (decreased 33.2%) primarily due to the reduction of consultin g fees in the 2005 period associated with the Company’s EZstore project, which is designed to improve inventory flow and other areas of store operations, and fees in the 2004 period associated with the Company’s Sarbanes-Oxley compliance efforts which did not recur in the 2005 period.


Interest Expense.  The decrease in interest expense in the 2005 period compared to the 2004 period is due primarily to an increase in capitalized interest related to the Company’s DC construction and expansion projects.


Provision for Taxes on Income.  The effective income tax rates for the 2005 and 2004 periods were relatively constant at 37.3% and 37.2%, respectively.  The 2005 rate is higher than the Company’s estimated annual effective rate of approximately 36.9% due to an adjustment recorded during the 2005 period pertaining to 2004 foreign taxes.



19





Liquidity and Capital Resources


Current Financial Condition / Recent Developments.  At April 29, 2005, the Company had total debt (including the current portion of long-term obligations and short-term borrowings) of $267.2 million and $236.5 million of cash and cash equivalents, compared with total debt of $271.3 million and $232.8 million of cash and cash equivalents at January 28, 2005.  These amounts were relatively constant during the first 13 weeks of 2005 as the most significant factors affecting the Company’s cash and debt balances, including cash flows provided by operating activities, net sales of short-term investments, purchases of property and equipment and repurchases of common stock, were effectively offsetting, all as further described below.


The Company’s inventory balance represented approximately 50% of its total assets as of April 29, 2005.  The Company’s proficiency in managing its inventory balances can have a significant impact on the Company’s cash flows from operations during a given period or fiscal year.  In addition, inventory purchases can be somewhat seasonal in nature, such as the purchase of warm-weather or Christmas-related merchandise.  Inventory turns, calculated on a rolling annualized basis using balances from each quarter, were 4.0 times for the periods ended April 29, 2005 and April 30, 2004.


As described in Note 4 to the Condensed Consolidated Financial Statements, the Company is involved in a number of legal actions and claims, some of which could potentially result in a material cash settlement.  Adverse developments in these actions could materially and adversely affect the Company’s liquidity.  The Company also has certain income tax-related contingencies as more fully described below under “Critical Accounting Policies and Estimates”.  Estimates of these contingent liabilities are included in the Company’s Condensed Consolidated Financial Statements.  However, future negative developments could have a material adverse effect on the Company’s liquidity.


On November 30, 2004, the Board of Directors authorized the Company to repurchase up to 10 million shares of its outstanding common stock.  Purchases may be made in the open market or in privately negotiated transactions from time to time subject to market conditions.  The objective of the share repurchase program is to enhance shareholder value by purchasing shares at a price that produces a return on investment that is greater than the Company’s cost of capital.  Additionally, share repurchases generally will be undertaken only if such purchases result in an accretive impact on the Company’s fully diluted earnings per share calculation.  This authorization expires November 30, 2005. As of April 29, 2005, the Company had repurchased approximately 1.7 million shares pursuant to this authorization. See Part II--Item 2 of this Form 10-Q.  


The Company has a $250 million revolving credit facility (the “Credit Facility”), which expires in June 2009.  As of April 29, 2005, the Company had no outstanding borrowings and $8.7 million of standby letters of credit under the Credit Facility.  The standby letters of credit reduce the borrowing capacity of the Credit Facility.  The Credit Facility contains certain financial covenants, all of which the Company was in compliance with at April 29, 2005.




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The Company has $200 million (principal amount) of 8 5/8% unsecured notes due June 15, 2010.  This indebtedness was incurred to assist in funding the Company’s growth.  Interest on the notes is payable semi-annually on June 15 and December 15 of each year.  These notes contain a call provision whereby the holders of these notes could have elected to have them repaid on June 15, 2005, at 100% of the principal amount plus accrued and unpaid interest.  The notification period for this call provision expired on May 16, 2005 with none of the note holders having given notice of their intention to exercise this call provision.  The Company may seek, from time to time, to retire its outstanding notes through cash purchases on the open market, privately negotiated transactions or otherwise.  Such repurchases, if any, will depend on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors.  The amounts involved may be material.


Significant terms of the Company’s outstanding debt obligations could have an effect on the Company’s ability to incur additional debt financing.  The Credit Facility contains financial covenants which include certain debt to cash flow ratios, a fixed charge coverage test, and minimum allowable consolidated net worth.  The Credit Facility also places certain specified limitations on secured and unsecured debt.  The Company’s outstanding notes discussed above place certain specified limitations on secured debt and place certain limitations on the Company’s ability to execute sale-leaseback transactions.  The Company has generated significant cash flows from its operations during recent years.  Therefore, the Company does not believe that any existing limitations on its ability to incur additional indebtedness will have a material impact on its liquid ity.


At April 29, 2005 and January 28, 2005, the Company had commercial letter of credit facilities totaling $215.0 million, of which $63.0 million and $98.8 million, respectively, were outstanding for the funding of imported merchandise purchases.


The Company believes that its existing cash balances, cash flows from operations, the Credit Facility and its anticipated ongoing access to the capital markets, if necessary, will provide sufficient financing to meet the Company’s currently foreseeable liquidity and capital resource needs.


Cash flows provided by operating activities.  The most significant components of the change in cash flows from operating activities in the 2005 period as compared to the 2004 period were changes in inventory balances and accounts payable balances. The most significant change in inventory levels occurred in the basic clothing category, which increased by 9% in the 2005 period as compared to a 26% increase in the 2004 period.  Changes in accounts payable balances resulted in a decrease in cash flows from operating activities of $40.0 million in the 2005 period compared with the 2004 period, primarily reflecting the timing of payments for inventory purchases.  


Cash flows used in investing activities.  Significant components of the Company’s property and equipment purchases in the 2005 period included the following approximate amounts: $18 million for new stores; $15 million for the EZstore project; $13 million for distribution and transportation-related capital expenditures; and $5 million for systems-related capital projects.  During the 2005 period, the Company opened 255 new stores.



21





Net sales of short-term investments increased net cash from investing activities by $42.9 million in the 2005 period and primarily reflect the Company’s investment activities in tax-exempt auction market securities.


Significant components of property and equipment purchases in the 2004 period included the following approximate amounts: $20 million for new stores; $18 million for distribution and transportation-related capital expenditures; $8 million for coolers in new and existing stores, which allow the stores to carry refrigerated products; $7 million for certain fixtures in existing stores and $6 million for systems-related capital projects.  During the 2004 period, the Company opened 244 new stores.  Distribution and transportation expenditures in the 2004 period include costs associated with the expansion of the Ardmore, Oklahoma and South Boston, Virginia DCs as well as costs associated with the construction of the Company’s new DC near Jonesville, South Carolina.


Capital expenditures for the 2005 fiscal year are projected to be approximately $350 million.  The Company anticipates funding its 2005 capital requirements with cash flows from operations and the Credit Facility, if necessary.


Cash flows used in financing activities.  The Company repurchased approximately 1.2 million shares of its common stock during the 2005 period at a total cost of $25.1 million, and repurchased approximately 8.1 million shares of its common stock during the 2004 period at a total cost of $152.6 million, $19.0 million of which were awaiting settlement and included in Accounts payable at April 30, 2004. The Company paid cash dividends of $13.1 million and $13.3 million, respectively, or $0.04 per share, on its outstanding common stock during the 2005 and 2004 periods. These uses of cash were offset by stock option proceeds of $13.5 million and $6.5 million, respectively, during the 2005 and 2004 periods.


Critical Accounting Policies and Estimates


The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. Management considers an accounting estimate to be critical if:


·

it requires assumptions to be made that were uncertain at the time the estimate was made; and

·

changes in the estimate or different estimates that could have been selected could have a material effect on the Company’s results of operations or financial condition.


Management discussed the development and selection of its critical accounting estimates with the Audit Committee of the Company’s Board of Directors and the Audit Committee reviewed the disclosures presented below relating to them.


In addition to the estimates presented below, there are other items within the Company’s financial statements that require estimation, but are not deemed critical as defined above. The Company believes these estimates are reasonable and appropriate. However, if actual experience



22




differs from the assumptions and other considerations used, the resulting changes could have a material effect on the financial statements taken as a whole.


Merchandise Inventories. Merchandise inventories are stated at the lower of cost or market with cost determined using the retail last-in, first-out (“LIFO”) method.  Under the Company’s retail inventory method (“RIM”), the calculation of gross profit and the resulting valuation of inventories at cost are computed by applying a calculated cost-to-retail inventory ratio to the retail value of sales.  The RIM is an averaging method that has been widely used in the retail industry due to its practicality.  Also, it is recognized that the use of the RIM will result in valuing inventories at the lower of cost or market if markdowns are currently taken as a reduction of the retail value of inventories.


Inherent in the RIM calculation are certain significant management judgments and estimates including, among others, initial markups, markdowns, and shrinkage, which significantly impact the gross profit calculation as well as the ending inventory valuation at cost. These significant estimates, coupled with the fact that the RIM is an averaging process, can, under certain circumstances, produce distorted cost figures.  Factors that can lead to distortion in the calculation of the inventory balance include:


·

applying the RIM to a group of products that is not fairly uniform in terms of its cost and selling price relationship and turnover;


·

applying the RIM to transactions over a period of time that include different rates of gross profit, such as those relating to seasonal merchandise;


·

inaccurate estimates of inventory shrinkage between the date of the last physical inventory at a store and the financial statement date; and


·

inaccurate estimates of lower of cost or market (“LCM”) and/or LIFO reserves.

To reduce the potential of such distortions in the valuation of inventory, the Company’s RIM calculation through the end of 2004 utilized 10 departments in which fairly homogenous classes of merchandise inventories having similar gross margins were grouped.  In 2005, in order to further refine its RIM calculation, the Company expanded the number of departments it utilizes for its gross margin calculation from 10 to 23. The impact of this change on the Company’s future consolidated financial statements is not currently expected to be material to a given fiscal year, although a given quarter could be impacted based on the mix of sales in the quarter. Other factors that reduce potential distortion include the use of historical experience in estimating the shrink provision (see discussion below) and the utilization of an independent statistician to assist in the LIFO sampling proces s and index formulation. Also, on an ongoing basis, the Company reviews and evaluates the salability of its inventory and records LCM reserves, if necessary.


The Company calculates its shrink provision based on actual physical inventory results during the fiscal period and an accrual for estimated shrink occurring subsequent to a physical inventory through the end of the fiscal reporting period. This accrual is calculated as a



23




percentage of sales and is determined by dividing the book-to-physical inventory adjustments recorded during the previous twelve months by the related sales for the same period for each store. To the extent that subsequent physical inventories yield different results than this estimated accrual, the Company’s effective shrink rate for a given reporting period will include the impact of adjusting the estimated results to the actual results. Although the Company performs physical inventories in all of its stores annually, the same stores do not necessarily get counted in the same reporting periods from year to year, which could impact comparability in a given reporting period.


Property and Equipment.  Property and equipment are recorded at cost. The Company groups its assets into relatively homogeneous classes and generally provides for depreciation on a straight-line basis over the estimated average useful life of each asset class, except for leasehold improvements, which are amortized over the shorter of the applicable lease term or the estimated useful life of the asset. The valuation and classification of these assets and the assignment of useful depreciable lives involves significant judgments and the use of estimates. Property and equipment are reviewed for impairment periodically and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.


Self-Insurance Liability.  The Company retains a significant portion of the risk for its workers’ compensation, employee health insurance, general liability, property loss and automobile coverage. These costs are significant primarily due to the large employee base and number of stores. Provisions are made to this insurance liability on an undiscounted basis based on actual claim data and estimates of incurred but not reported claims developed by an independent actuary utilizing historical claim trends. If future claim trends deviate from recent historical patterns, the Company may be required to record additional expenses or expense reductions, which could be material to the Company’s future financial results.


Contingent Liabilities – Income Taxes. The Company is subject to routine income tax audits that occur periodically in the normal course of business. The Company estimates its contingent income tax liabilities based on its assessment of probable income tax-related exposures and the anticipated settlement of those exposures translating into actual future liabilities. The contingent liabilities are estimated based on both historical audit experiences with various state and federal taxing authorities and the Company’s interpretation of current income tax-related trends. If the Company’s income tax contingent liability estimates prove to be inaccurate, the resulting adjustments could be material to the Company’s future financial results.


Contingent Liabilities - Legal Matters. The Company is subject to legal, regulatory and other proceedings and claims. Reserves, if any, are established for these claims and proceedings based upon the probability and estimability of losses and to fairly present, in conjunction with the disclosures of these matters in the Company’s financial statements and SEC filings, management’s view of the Company’s exposure. The Company reviews outstanding claims and proceedings with external counsel to assess probability and estimates of loss.  These assessments are re-evaluated each quarter or as new information becomes available to determine whether a reserve should be established or if any existing reserve should be adjusted. The actual cost of resolving a claim or proceeding ultimately may be substantially different than the amount of the recorded reserve.  In addition, because it is not permissible under GAAP to establish a litigation



24




reserve until the loss is both probable and estimable, in some cases there may be insufficient time to establish a reserve prior to the actual incurrence of the loss (upon verdict and judgment at trial, for example, or in the case of a quickly negotiated settlement). See Note 4 to the Condensed Consolidated Financial Statements.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We have no material changes to the disclosures relating to this item that are set forth in our report on Form 10-K for the fiscal year ended January 28, 2005.


ITEM 4.

CONTROLS AND PROCEDURES


(a)

Disclosure Controls and Procedures.  The Company maintains disclosure controls and procedures that are designed to ensure that information relating to the Company and its consolidated subsidiaries required to be disclosed in the Company’s periodic filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported in a timely manner in accordance with the requirements of the Exchange Act, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of these disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of April 29, 2005.  Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer each concluded that the Company’s disclosure controls and procedures were effective as of April 29, 2005.


(b)

Changes in Internal Control Over Financial Reporting.  During the quarter ended April 29, 2005, the Company remediated the material weakness in its internal control over financial reporting that arose from the Company’s inappropriate interpretation of GAAP relating to accounting for leases and leasehold improvements that was reported in the Company’s Form 10-K for the fiscal year ended January 28, 2005, filed with the SEC on April 12, 2005. More specifically the Company:


·

changed its practice to amortize leasehold improvements over the shorter of eight years or the applicable non-cancelable lease term; and


·

changed its practice to include the period of time needed to prepare new stores for opening (approximately 30 days) in its calculation of straight-line rent expense.


There have been no other changes in the Company's internal control over financial reporting that occurred during the Company's first fiscal quarter that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.



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PART II—OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS


Restatement-Related Proceedings


As previously disclosed in the Company’s periodic reports filed with the Securities and Exchange Commission (the “SEC”), the Company restated its audited financial statements for fiscal years 1999 and 1998, and certain unaudited financial information for fiscal year 2000, by means of its Form 10-K for the fiscal year ended February 2, 2001, which was filed on January 14, 2002 (the “2001 Restatement”).


The SEC conducted an investigation into the circumstances giving rise to the 2001 Restatement and, on January 8, 2004, the Company received notice that the SEC staff was considering recommending that the SEC bring a civil injunctive action against the Company for alleged violations of the federal securities laws in connection with circumstances relating to the 2001 Restatement.  On April 7, 2005, the SEC filed a Complaint and a proposed Final Judgment and Consent and Undertakings of Dollar General Corporation with the United States District Court for the Middle District of Tennessee, which the Court approved on April 14, 2005.  The Final Judgment and Consent and Undertakings reflect the terms of the settlement previously agreed to by the Company and the SEC.  Specifically, without admitting or denying the allegations in the Complaint, the Company consented to the entry of a perm anent civil injunction against future violations of the antifraud, books and records, reporting and internal control provisions of the federal securities laws and related SEC rules and agreed to pay a $10 million non-deductible civil penalty.  The Company accrued the $10 million penalty in its financial statements for the year ended January 30, 2004 and paid the $10 million penalty on April 28, 2005.  The Company is not entitled to seek reimbursement from its insurers with respect to this settlement.


Other Litigation


On March 14, 2002, a complaint was filed in the United States District Court for the Northern District of Alabama (Edith Brown, on behalf of herself and others similarly situated v. Dolgencorp. Inc., and Dollar General Corporation, CV02-C-0673-W (“Brown”)) to commence a collective action against the Company on behalf of current and former salaried store managers.  The complaint alleges that these individuals were entitled to overtime pay and should not have been classified as exempt employees under the Fair Labor Standards Act (“FLSA”).  Plaintiffs seek to recover overtime pay, liquidated damages, declaratory relief and attorneys’ fees.


On January 12, 2004, the court certified an opt-in class of plaintiffs consisting of all persons employed by the Company as store managers at any time since March 14, 1999, who regularly worked more than 50 hours per week and either: (1) customarily supervised less than two employees at one time; (2) lacked authority to hire or discharge employees without supervisor approval; or (3) sometimes worked in non-managerial positions at stores other than the one he or she managed.  The Company’s attempt to appeal this decision on a discretionary basis to the 11th Circuit Court of Appeals was denied.



26





Notice was sent to prospective class members and the deadline for individuals to opt in to the lawsuit was May 31, 2004.  Approximately 5,000 individuals opted in.  The Court has entered a scheduling order that governs the discovery and remaining phases of the case.


Three additional lawsuits, Tina Depasquales v. Dollar General Corp. (Southern District of Georgia, Savannah Division, CV 404-096, filed May 12, 2004), Karen Buckley v. Dollar General Corp. (Southern District of Ohio, C-2-04-484, filed June 8, 2004), and Sheila Ann Hunsucker v. Dollar General Corp. et al. (Western District of Oklahoma, Civ-04-165-R, filed February 19, 2004), were filed asserting essentially the same claims as the Brown case, all of which have since been consolidated in the Northern District of Alabama where the Brown litigation is pending.  The Company believes that the consolidation will not affect the scheduling order or extend any of the deadlines in the Brown case.


The Company believes that its store managers are and have been properly classified as exempt employees under the FLSA and that the action is not appropriate for collective action treatment.  The Company intends to vigorously defend the action.  However, no assurances can be given that the Company will be successful in defending this action on the merits or otherwise, and, if not, the resolution could have a material adverse effect on the Company’s financial statements as a whole.


The Company is involved in other legal actions and claims arising in the ordinary course of business.  The Company currently believes that such other litigation and claims, both individually and in the aggregate, will be resolved without a material effect on the Company’s financial statements as a whole.  However, litigation involves an element of uncertainty.  Future developments could cause these actions or claims to have a material adverse effect on the Company’s financial statements as a whole.


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


The following table sets forth information with respect to purchases of shares of the Company’s common stock made during the quarter ended April 29, 2005 by or on behalf of the Company or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3) of the Securities Exchange Act of 1934:


 

Period

 

Total Number
of Shares Purchased (a)

 

Average Price Paid per Share

 

Total Number
of Shares Purchased as Part of Publicly Announced Plans or Programs (b)

 

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (b)

 
  

01/29/05-02/28/05

 

6,760

  

$22.04

  

-

  

9,460,880

  
  

03/01/05-03/31/05

 

602

  

$21.73

  

-

  

9,460,500

  
  

04/01/05-04/29/05

 

1,154,639

  

$21.79

  

1,150,000

  

8,310,500

  
  

Total

 

1,162,001

  

$21.79

  

1,150,000

  

8,310,500

  




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(a)  Includes 7,830 shares purchased in open market transactions in satisfaction of the Company’s obligations under certain employee benefit plans and 4,171 shares accepted in lieu of cash to pay employee tax liabilities upon lapse of restrictions on restricted stock.


(b)  On March 13, 2003, the Company announced that its Board of Directors had authorized the Company to repurchase up to 12 million shares of the Company’s outstanding common stock.  That repurchase authorization expired on March 13, 2005.  In addition, on November 30, 2004, the Company’s Board of Directors approved an additional share repurchase program of 10 million shares.  That repurchase authorization expires on November 30, 2005.  Under both authorizations, purchases may be made in the open market or in privately negotiated transactions from time to time subject to market conditions.


ITEM 6.

EXHIBITS


See Exhibit Index immediately following the signature page hereto, which Exhibit Index is incorporated by reference as if fully set forth herein.




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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, both on behalf of the Registrant and in his capacity as principal financial and accounting officer of the Registrant.


 

DOLLAR GENERAL CORPORATION

   
   

Date: May 26, 2005

By:

/s/ David M. Tehle

  

David M. Tehle

  

Executive Vice President and Chief Financial Officer



29




EXHIBIT INDEX


31

Certifications of CEO and CFO under Exchange Act Rule 13a-14(a).


32

Certifications of CEO and CFO under 18 U.S.C. 1350.






30