UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

 

ý

Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

For the fiscal year ended August 27, 2005

or

o

Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Commission File No. 1-6807

FAMILY DOLLAR STORES, INC.

(Exact name of registrant as specified in its charter)

Delaware

56-0942963

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

10401 Monroe Road, Matthews, North Carolina

28105

(Address of principal executive offices)

(Zip Code)

 

 

P. O. Box 1017, Charlotte, North Carolina 28201-1017

(Mailing address)

 

 

Registrant’s telephone number, including area code

(704) 847-6961

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange
on which registered

Common Stock, $.10 Par Value

 

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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  ý       No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.           o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).          Yes  ý      No  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).           Yes  o       No  ý

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant on February 26, 2005, based on the closing price on February 25, 2005, was approximately $5.1 billion.

The number of shares of the registrant’s Common Stock outstanding as of October 17, 2005, was 155,264,313.

DOCUMENTS INCORPORATED BY REFERENCE

The information required in Part III of this Form 10-K is incorporated by reference to the registrant’s definitive proxy statement to be filed for the Annual Meeting of Stockholders to be held on January 19, 2006.

 

 



PART I

This report contains “forward-looking statements” that are based on the current expectations of Family Dollar Stores, Inc.  Actual results in future periods may differ materially from those expressed or implied by those forward-looking statements because of a number of factors set forth in this Annual Report on Form 10-K (“Report”).  Statements that are forward-looking may be identified by the use of the words “plan,” “estimate,” “expect,” “anticipate,” “probably,” “should,” “project,” “intend,” “continue,” and similar terms and expressions.  For a discussion of the factors that may affect the Company’s future business and prospects, see Management’s Discussion and Analysis (“MD&A”) - Cautionary Statement Regarding Forward-Looking Statements.

Information is provided herein with respect to the Company’s operations related to the Company’s fiscal years ended on August 27, 2005 (“fiscal 2005”); on August 28, 2004 (“fiscal 2004”); on August 30, 2003 (“fiscal 2003”); on August 31, 2002 (“fiscal 2002”); and on September 1, 2001 (“fiscal 2001”); and the fiscal year ending on August 26, 2006 (“fiscal 2006”).

ITEM 1.  BUSINESS

General

                Family Dollar Stores, Inc., (together with its wholly-owned subsidiaries and entities referred to herein as the “Company”) operates a chain of almost 6,000 retail discount stores in a 44-state area, providing primarily low to lower-middle income consumers with a wide range of general merchandise at highly competitive prices in convenient neighborhood stores.  The goods offered by the Company generally have price points that range from under one dollar to ten dollars and include apparel, food, cleaning and paper products, home decor, beauty and health aids, toys, pet products, automotive products, domestics and seasonal goods.

The original predecessor of the Company was organized in 1959 to operate a self-service retail store in Charlotte, North Carolina.  In subsequent years, additional stores were opened, and separate corporations generally were organized to operate these stores.  Family Dollar Stores, Inc., was incorporated in Delaware in 1969, and all then-existing corporate entities became its wholly-owned subsidiaries.

Overview of Business Operations

The Company owns or leases and operates all of its retail discount stores located in 44 states of the United States.  The Company’s stores are operated on a self-service basis, and low overhead permits the sale of merchandise at a relatively moderate markup.  As discussed below, the Company’s merchandise consists of a variety of hardline and softline merchandise.  The Company’s stores are located in urban, suburban, small town and rural markets.  See Properties herein.  The Company’s relatively small store size allows the Company to select store locations that provide neighborhood convenience to its customers in each of these areas.  The Company generally prices merchandise uniformly in all of its stores, but some merchandise may carry higher prices in stores in less competitive markets where operating costs are higher.  Most items available for sale are priced under ten dollars.

The Company’s “everyday low price” strategy relies on offering consistently low prices on its products and utilizing limited advertising and promotional activity.  The Company traditionally advertises through circulars available in stores or, occasionally, circulars which are inserted in newspapers or mailed directly to consumers’ residences.  In the years immediately prior to and during fiscal 2004, the Company distributed one circular in each December period to boost holiday sales.  In fiscal 2005, the Company distributed circulars in November and December 2004; and, in April and August 2005.  The Company continues to utilize circulars that are passed out in stores monthly, and limited advertising is used to support the opening of new stores.

The Company accepts cash, checks and, in most stores, PIN-based debit cards but does not currently accept credit cards.  The Company is currently testing systems that will allow it to accept a broad range of electronic benefits, including food stamps.

As discussed in MD&A elsewhere in this Report, the Company focused on four primary initiatives during fiscal 2005: (i) the installation of refrigerated coolers; (ii) the “Treasure Hunt” merchandise program; (iii) new store openings; and (iv) the Urban Initiative.

 

2



No single store accounted for more than one-quarter of one percent of sales during fiscal 2005.  The Company’s stores are open at least six days a week, with most open on Sundays.

Merchandise

The Company’s stores offer a variety of hardline and softline merchandise.  Hardline merchandise includes household chemical and paper products, candy, snacks and other food, health and beauty aids, electronics, housewares and giftware, pet food and supplies, toys, stationery and school supplies, seasonal goods, hardware and automotive supplies.  Softline merchandise includes men’s, women’s, boys’, girls’ and infants’ clothing, shoes, and domestic items such as blankets, sheets and towels.  During fiscal 2005, hardline merchandise accounted for approximately 78.8% of the Company’s sales.  Softline merchandise accounted for approximately 21.2% of sales.

During fiscal 2005, nationally advertised brand name merchandise accounted for approximately 37% of sales versus 36% in fiscal 2004.  Family Dollar private label merchandise accounted for approximately 4% of sales, and merchandise sold under other labels, or which was unlabeled, accounted for the balance of sales.  During fiscal 2005, irregular merchandise accounted for less than one-half of 1% of sales, and closeout merchandise accounted for less than 2% of sales.

For a number of years, the Company has added more hardline consumable merchandise, including nationally recognized brand name merchandise, to its merchandise assortments while reducing the amount of space allocated to apparel and shoes.  During fiscal 2005, the Company continued to adjust the merchandise selection in stores, including the introduction of an expanded assortment of hardline consumable merchandise, such as paper products, household chemicals and food.  However, approximately the same amount of space was allocated to hardline merchandise and softline merchandise as at the end of fiscal 2004, except in a limited number of stores in which all or most hanging apparel and shoes were removed from the merchandise assortment.

During fiscal 2005, the Company implemented adjustments to its merchandising strategy by increasing levels of opportunistically purchased goods supplementing the basic assortment of merchandise.  This “Treasure Hunt” merchandise is designed to create more excitement in stores and attract customers throughout the year, with particular emphasis on the holiday seasons.  In fiscal 2006, the Company expects to continue to develop this merchandising strategy.

During fiscal 2005, the Company expanded its food assortment to include perishable foods by installing refrigerated coolers in approximately 1,000 stores.  In fiscal 2006, the Company plans to install coolers in approximately 2,500 additional stores.

The Company purchases merchandise from approximately 1,500 suppliers and generally has not experienced difficulty in obtaining adequate quantities of merchandise.  Approximately 60% of the merchandise is manufactured in the U.S., and substantially all such merchandise is purchased directly from the manufacturer.  Purchases of imported merchandise are made directly from the manufacturer or from importers, and the Company’s vendor arrangements provide for payment for such merchandise in U.S. Dollars.  No single supplier accounted for more than 8% of the merchandise sold by the Company in fiscal 2005.

The Company maintains a substantial variety and depth of basic and seasonal merchandise inventory in stock in its stores (and in its distribution centers for weekly store replenishment) to attract customers and meet their shopping needs.  Vendors’ trade payment terms are negotiated to help finance the cost of carrying this inventory.  The Company must balance the value of maintaining high inventory levels to meet customers’ demands with the potential cost of having inventories at levels that exceed such demands and that may need to be marked down in price in order to sell.

Distribution and Logistics

During fiscal 2005, approximately 4.7% of the merchandise purchased by the Company was shipped directly to stores by the manufacturer or importer.  The balance of the merchandise was received at one of the Company’s eight distribution centers described below.  Merchandise is delivered to stores from the Company’s distribution centers by Company-owned trucks and by common and contract carriers.  During fiscal 2005, approximately 85% of the merchandise delivered was by common or contract carriers.  At the end of fiscal 2005, the average distance between the distribution centers and the stores served by each facility was:

 

3



 

Distribution Center

 

Number of
Stores Served

 

Average
Distance (Miles)

 

Matthews, NC

 

775

 

 

173

 

 

West Memphis, AR

 

704

 

 

260

 

 

Front Royal, VA

 

848

 

 

306

 

 

Duncan, OK

 

772

 

 

306

 

 

Morehead, KY

 

800

 

 

241

 

 

Maquoketa, IA

 

744

 

 

310

 

 

Odessa, TX

 

657

 

 

566

 

 

Marianna, FL

 

598

 

 

267

 

 

Totals

 

5,898

 

 

300

 

 

 

During fiscal 2005, the Company also acquired a 90-acre site in Rome, New York, on which the Company is currently constructing its ninth distribution center, which is expected to be operational during the third quarter of fiscal 2006.

Technology

The Company has an integrated system to improve inventory management through merchandise planning and inventory control departments.  The inventory management system maintains by-item inventories at all stores and supports a demand forecasting system for replenishment of distribution centers.  The Company also utilizes software for automatic store replenishment of basic merchandise and for forecasting-based allocation of non-basic merchandise.  These systems give the Company improved tools to facilitate optimum merchandise in-stock positions in stores, reduce markdowns and improve inventory turnover.

During fiscal 2003, the Company began implementation of a new transportation management system designed to improve visibility and cost control for both import and domestic freight movement.  The import and domestic inbound portions of this project have been completed.

During fiscal 2004, as part of the Company’s “store of the future” multi-year initiative, a new hiring system was designed to provide consistent pre-employment assessments and interviews for prospective employees and was tested in a major urban market.  Currently, the new hiring system is utilized in approximately 1,200 stores.  The Company also has begun implementing plans to upgrade the stores’ communications infrastructure to facilitate communications and provide more interactive training for store employees.

Competition

The business in which the Company is engaged is highly competitive.  The principal competitive factors include store locations, price and quality of merchandise, in-stock consistency, merchandise assortment and presentation, and customer service.  The Company competes for sales and store locations in varying degrees with international, national, regional and local retailing establishments, including discount stores, department stores, variety stores, dollar stores, discount clothing stores, drug stores, grocery stores, convenience stores, outlet stores, warehouse stores and other stores.  Many of the nation’s other large retailers have stores in areas in which the Company operates.  The relatively small size of the Company’s stores permits it to open new stores in rural areas, small towns and in large urban markets, in locations convenient to the Company’s low and lower-middle income customer base.  The Company’s stores offer customers a reasonable selection of competitively priced, basic merchandise within a relatively narrow range of price points.

Seasonality

The Company’s sales are slightly seasonal.  Historically, sales have been highest in the second fiscal quarter (December, January, and February), representing approximately 27% of total annual sales.

Trademarks

The Company has registered with the U.S. Patent and Trademark Office the name “Family Dollar Stores” as a service mark and also has registered a number of other names as trademarks for certain merchandise sold in stores.

 

4



Employees

As of October 1, 2005, the Company had approximately 24,000 full-time employees and approximately 18,000 part-time employees.  None of the Company’s employees are covered by collective bargaining agreements.  The Company considers its employee relations generally to be good.

Available Information

The mailing address of the Company’s Executive Offices is P.O. Box 1017, Charlotte, North Carolina 28201-1017, and the telephone number at that location is 704-847-6961.  The Company’s Internet Website is www.familydollar.com.  Through a link on the Investors section of the Website, the Company makes available the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission:  Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.  These reports and amendments also are available at the Website of the Securities and Exchange Commission at www.sec.gov.  All such filings are available free of charge.

ITEM 2.  PROPERTIES

The Company operates a chain of self-service retail discount stores.  As of October 1, 2005, there were 5,908 stores in 44 states and the District of Columbia as follows:

 

Texas

739

Ohio

371

Florida

319

North Carolina

309

Michigan

306

Georgia

289

New York

258

Pennsylvania

227

Louisiana

211

Virginia

203

Illinois

202

Tennessee

192

Kentucky

179

South Carolina

175

Indiana

172

Alabama

144

Wisconsin

133

Arizona

120

Oklahoma

112

West Virginia

110

Mississippi

109

Arkansas

98

Missouri

89

Massachusetts

87

New Mexico

86

Maryland

86

Colorado

82

Minnesota

63

New Jersey

61

Utah

52

Connecticut

50

Maine

39

Iowa

36

Kansas

34

Nebraska

26

Delaware

22

Idaho

22

New Hampshire

20

Rhode Island

20

Nevada

19

Vermont

9

Wyoming

9

South Dakota

7

North Dakota

6

District of Columbia

5

 

                The stores listed above include approximately 41 stores temporarily closed, including stores closed due to Hurricane Katrina and Hurricane Rita, which struck the U.S. Gulf Coast in August 2005 and September 2005, respectively.  See MD&A and Note 13 to the Consolidated Financial Statements included in this Report for more information about the impact of these storms.

The number of stores operated by the Company at the end of each of its last five fiscal years is as follows: 5,898 stores for fiscal 2005; 5,466 stores for fiscal 2004; 5,027 stores for fiscal 2003; 4,616 stores for fiscal 2002; and 4,141 stores for fiscal 2001.

 

5



During fiscal 2005, 500 stores were opened, 68 stores were closed, 16 stores were relocated within the same shopping center or market area, 33 stores were expanded in size, and 105 stores were renovated.  During fiscal 2006, the Company plans to open approximately 400 stores, close approximately 65 stores, and relocate, expand or renovate approximately 75 stores.  Such plans are continually reviewed and subject to change.  From August 27, 2005, through October 1, 2005, the Company opened 12 new stores, closed 2 stores, and relocated, expanded or renovated 6 stores.

As of October 1, 2005, the Company had in the aggregate approximately 49.9 million square feet of total store space (including receiving rooms and other non-selling areas) and approximately 41.4 million square feet of selling space.  The typical store has approximately 7,500 to 9,500 square feet of total area.

The Company’s stores are located in large urban, suburban and rural areas, and they are typically freestanding or located in shopping centers with adequate parking available.  At the end of fiscal 2005, approximately 20% of the Company’s stores were located in large urban markets (markets with populations above 200,000), and approximately 26% of the Company’s stores were located in small urban markets (markets with populations greater than 75,000 but less than 200,000) or suburban areas.  During fiscal 2005, approximately 35% of new store locations were opened in large urban markets and 28% of new locations were opened in small urban or suburban markets.

With the exception of 481 stores owned by the Company, all of the Company’s stores are leased.  Most of the leases are for initial terms of five years and for fixed rentals.  A large majority of the leases contain provisions that may require additional payments based upon a percentage of sales, property taxes, insurance premiums or common area maintenance charges.

Of the Company’s 5,427 leased stores at October 1, 2005, all but 396 leases grant the Company options to renew for additional terms; in most cases for a number of successive five-year periods.  The following table sets forth certain data, as of October 1, 2005, concerning the expiration dates of all leases with renewal options:

 

Fiscal Years

 

Approximate Number of
Leases Expiring Assuming No
Exercise of Renewal Options

 

Approximate Number of
Leases Expiring Assuming Full
Exercise of Renewal Options

 

2006

 

149

 

 

0

 

 

2007-2009

 

2,435

 

 

10

 

 

2010-2012

 

1,756

 

 

106

 

 

2013-2015

 

647

 

 

426

 

 

2016 and thereafter

 

44

 

 

4,489

 

 

 

Of the 481 Company-owned stores, 127 are located in Texas, with no more than 30 located in any other state.  In these owned stores, there are approximately 4.0 million total square feet of space.

The Company also owns its corporate headquarters and distribution center located on a 108-acre tract of land in Matthews, North Carolina, just outside of Charlotte, in two buildings containing approximately 1.13 million square feet.  Approximately 890,000 square feet are used for the distribution center which includes receiving, warehousing, shipping and storage facilities.  Approximately 240,000 square feet are used for the corporate headquarters.

The Company also owns seven additional full-service distribution centers described in the table below:

 

 

 

Facility Size

 

 

 

Distribution Center

 

Land

 

Building

 

Date Operational

 

West Memphis, AR

 

75 acres

 

550,000 sq. ft.

 

April 1994

 

 

 

 

 

300,000 sq. ft. addition

 

August 1996

 

Front Royal, VA

 

75 acres

 

907,000 sq. ft.

 

January 1998

 

Duncan, OK

 

85 acres

 

907,000 sq. ft.

 

July 1999

 

Morehead, KY

 

94 acres

 

907,000 sq. ft.

 

June 2000

 

Maquoketa, IA

 

74 acres

 

907,000 sq. ft.

 

March 2002

 

Odessa, TX

 

89 acres

 

907,000 sq. ft.

 

July 2003

 

Marianna, FL

 

76 acres

 

907,000 sq. ft

 

January 2005

 

 

In the summer of 2005, the Company began construction of a ninth full-service distribution center on a 90-acre tract of land owned by the Company in Rome, New York.  The building will contain approximately 907,000 square feet and is expected to be operational during the third quarter of fiscal 2006.

 

6



ITEM 3.  LEGAL PROCEEDINGS

On January 30, 2001, Janice Morgan and Barbara Richardson, two individuals who have held the position of Store Manager for subsidiaries of the Company, filed a Complaint against the Company in the United States District Court for the Northern District of Alabama.  Thereafter, pursuant to the Court’s ruling, notice of the pendency of the lawsuit was sent to approximately 13,000 current and former Store Managers holding the position on or after July 1, 1999.  Approximately 2,550 of those receiving such notice filed consent forms and joined the lawsuit as plaintiffs, including approximately 2,300 former Store Managers and approximately 250 then current employees.  After rulings by the Court on motions to dismiss certain plaintiffs filed by the Company and motions to reconsider filed by plaintiffs, 1,424 plaintiffs remained in the case at the commencement of trial.

The case has proceeded as a collective action under the Fair Labor Standards Act (“FLSA”).  The Complaint alleges that the Company violated the FLSA by classifying the named plaintiffs and other similarly situated current and former Store Managers as “exempt” employees who are not entitled to overtime compensation.  Plaintiffs seek to recover unpaid overtime compensation in an amount currently estimated to be up to approximately $50 million, liquidated damages equal to the overtime award, if any, plus an award of attorneys’ fees, costs and expenses, and such other relief as the Court may deem proper.

A jury trial in this case commenced on June 13, 2005, in Tuscaloosa, Alabama, and ended on June 28, 2005, with the judge declaring a mistrial after the jury was unable to reach a unanimous decision in the matter.  The case is scheduled to be retried commencing on February 21, 2006.

In general, the Company continues to believe that the Store Managers are “exempt” employees under the FLSA and have been properly compensated and that the Company has meritorious defenses that should enable it ultimately to prevail.  However, the outcome of any litigation is inherently uncertain.  Resolution of this matter could have a material adverse effect on the Company’s financial position, liquidity or results of operation.

The Company is involved in numerous other legal proceedings and claims incidental to its business, including litigation related to alleged failures to comply with various state and federal employment laws.  While the ultimate outcome cannot be determined, the Company currently believes that these proceedings and claims, both individually and in the aggregate, should not have a material adverse effect on the Company’s financial position, liquidity or results of operations.  However, the outcome of any litigation is inherently uncertain and, if decided adversely to the Company, the Company may be subject to liability that could have a material adverse effect on the Company’s financial position, liquidity or results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth quarter of fiscal 2005.

ITEM 4A.               EXECUTIVE OFFICERS OF THE REGISTRANT

The following information is furnished with respect to each of the executive officers of the Company as of October 1, 2005:

 

7



 

Name

 

Position and Office

 

Age

 

Howard R. Levine (1)

 

Chairman of the Board and
Chief Executive Officer

 

46

 

 

 

 

 

 

 

R. James Kelly (2)

 

Vice Chairman and
Chief Financial and
Administrative Officer

 

58

 

 

 

 

 

 

 

Robert George (3)

 

Executive Vice President-
Merchandising

 

43

 

 

 

 

 

 

 

Charles S. Gibson, Jr. (4)

 

Executive Vice President-
Supply Chain

 

44

 

 

 

 

 

 

 

Dorlisa K. Flur (5)

 

Senior Vice President-
Strategy and Business Development

 

40

 

 

 

 

 

 

 

Janet G. Kelley (6)

 

Senior Vice President-
General Counsel and Secretary

 

52

 

 

 

 

 

 

 

C. Martin Sowers (7)

 

Senior Vice President-
Finance

 

47

 

 

 

 

 

 

 

Barry Sullivan (8)

 

Senior Vice President-
Store Operations

 

41

 


(1)

 

Mr. Howard R. Levine was employed by the Company in various capacities in the Merchandising Department from 1981 to 1987, including employment as Senior Vice President-Merchandising and Advertising. From 1988 to 1992, Mr. Levine was President of Best Price Clothing Stores, Inc., a chain of ladies’ apparel stores. From 1992 to April 1996, he was self-employed as an investment manager. He rejoined the Company in April 1996, and was elected Vice President-General Merchandise Manager: Softlines in April 1996, Senior Vice President-Merchandising and Advertising in September 1996, President and Chief Operating Officer in April 1997, Chief Executive Officer in August 1998, and Chairman of the Board in January 2003. He is the son of Leon Levine, the founder and Chairman Emeritus of the Company.

(2)

 

Mr. R. James Kelly was employed by the Company as Vice Chairman-Chief Financial and Administrative Officer in January 1997.

(3)

 

Mr. Robert George was employed by the Company as Executive Vice President-Merchandising in August 2005. Prior to his employment by the Company, he was employed by Staples Corporation, an office supply retailer, from 1986 to July 2005, where his last position was Senior Vice President, General Merchandise Manager — Office Products.

(4)

 

Mr. Charles S. Gibson, Jr., was employed by the Company as Vice President-Logistics in September 1997 and was promoted to Senior Vice President-Distribution and Logistics in October 1999 and to Executive Vice President-Supply Chain in September 2003.

(5)

 

Ms. Dorlisa K. Flur was employed by the Company as Senior Vice President-Strategy and Business Development in June 2004. Prior to her employment by the Company, she was employed by McKinsey & Company, a global management consulting firm, from 1988 to May 2004, where her last position was Principal with responsibility for McKinsey’s Retail Practice in the Southeast.

(6)

 

Ms. Janet G. Kelley was employed by the Company as Senior Vice President-Senior Counsel in January 2004 and promoted to Senior Vice President-General Counsel in May 2005. Prior to her employment by the Company, she was employed by Kmart Corporation, a chain of discount stores, from April 2001 to January 2003, where her last position was Executive Vice President and General Counsel. Kmart Corporation filed a petition for reorganization under Chapter 11 of the Federal bankruptcy laws in January 2002 and

 

8



 

 

 

emerged from bankruptcy in May 2003. From June 1999 to April 2001, she was employed by Limited Brands, Inc., a chain of specialty apparel and personal beauty stores, as Vice President and Senior Counsel.

(7)

 

Mr. C. Martin Sowers was employed by the Company as an accountant in October 1984 and was promoted to Assistant Controller in January 1985. He was elected Controller in January 1986, Vice President-Controller in July 1989 and Senior Vice President-Finance in December 1991.

(8)

 

Mr. Barry Sullivan was employed by the Company as Vice President-Store Operations in September 2002 and was promoted to Senior Vice President-Store Operations in May 2005. Prior to his employment with the Company, he was employed by Eckerd Corporation, a regional drug store chain, from 1986 to 2002, where his last position was Vice President-Store Operations.

 

All executive officers of the Company are elected annually by and serve at the pleasure of the Board of Directors until their successors are duly elected.

PART II

ITEM 5.

 

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

 

 

The Company’s Common Stock is traded on the New York Stock Exchange under the ticker symbol FDO.  At October 17, 2005, there were approximately 2,300 holders of record of the Common Stock.  The accompanying tables give the high and low sales prices of the Common Stock and the dividends declared per share for each quarter of fiscal 2005 and 2004.

Market Prices and Dividends

 

2005

 

High

 

Low

 

Dividend

 

First Quarter

 

$

32.30

 

$

25.54

 

$

.08 1/2

 

Second Quarter

 

35.25

 

28.25

 

.09 1/2

 

Third Quarter

 

33.64

 

23.68

 

.09 1/2

 

Fourth Quarter

 

27.15

 

20.10

 

.09 1/2

 

 

 

 

 

 

 

 

 

2004

 

High

 

Low

 

Dividend

 

First Quarter

 

$

44.13

 

$

38.10

 

$

.07 1/2

 

Second Quarter

 

39.66

 

32.00

 

.08 1/2

 

Third Quarter

 

38.73

 

26.51

 

.08 1/2

 

Fourth Quarter

 

34.00

 

25.09

 

.08 1/2

 

 

The following table sets forth information with respect to purchases of shares of the Company’s Common Stock made during the quarter ended August 27, 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

 

Average Price Paid per Share

 

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

 

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

 

June
(5/29/05-7/2/05)

 

446,400

 

$25.76

 

446,400

 

3,883,200

 

July
(7/3/05-7/30/05)

 

 

 

 

3,883,200

 

August
(7/31/05-8/27/05)

 

 

 

 

18,705,334

(1)

Total

 

446,400

 

$25.76

 

446,400

 

18,705,334

 


(1)

Includes $300 million of the Company’s Common Stock converted to shares using the Company’s closing stock price of $20.24 as of August 26, 2005, which may be acquired pursuant to a repurchase program approved by the Board of Directors on August 18, 2005. See below for additional information.

 

9



 

During fiscal 2004 and fiscal 2003, the Company purchased in the open market 5.6 million and 2.2 million shares of its Common Stock, respectively, at a cost of $176.7 million and $65.9 million, respectively.  On April 13, 2005, the Company announced that the Board of Directors authorized the purchase of up to an additional 5 million shares of the Company’s Common Stock from time to time as market conditions warrant.  On August 19, 2005, the Company announced that the Board of Directors authorized the purchase of an additional $300 million of the Company’s Common Stock from time to time as market conditions warrant.  During fiscal 2005, the Company purchased in the open market 3.3 million shares of the Company’s Common Stock at a cost of $92.0 million.  As of the end of fiscal 2005, the Company had approximately 18.7 million shares authorized to be purchased.  There is no expiration date governing the period during which the Company can make share repurchases pursuant to the above referenced authorizations.  There are no other repurchase programs under which the Company is authorized to repurchase outstanding shares.  Shares purchased prior to the end of fiscal 2005 under the share repurchase authorization are held in treasury or have been reissued under the Family Dollar 2000 Outside Directors Plan.

On September 27, 2005, the Company obtained $250 million in aggregate proceeds through a private placement under Section 4(2) of the Securities Act of 1933, as amended, of unsecured Senior Notes (the “Notes”) to a group of institutional accredited investors.  On October 4, 2005, the Company executed an overnight share repurchase transaction with a bank for the acquisition of 10 million shares, or approximately 6%, of the Company’s outstanding Common Stock for an initial purchase price of $19.97 per share pursuant to the $300 million repurchase authorization.  The transaction was financed with the proceeds of the Notes.  Shares that are repurchased with the proceeds of the Notes will be canceled and returned to the status of authorized but unissued shares.  See Note 13 to the Consolidated Financial Statements included in this Report for more information on the Notes and the overnight share repurchase transaction.

ITEM 6.                             SELECTED FINANCIAL DATA

SUMMARY OF SELECTED FINANCIAL DATA

 

Years Ended (in thousands, except per share amounts and store data)

 

August 27,
2005

 

August 28,
2004

 

August 30,
2003

 

August 31,
2002

 

September 1,
2001

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

5,824,808

 

$

5,281,888

 

$

4,750,171

 

$

4,162,652

 

$

3,665,362

 

Cost of sales and operating expenses

 

5,482,013

 

4,875,226

 

4,367,027

 

3,827,582

 

3,372,094

 

Income before income taxes

 

342,795

 

406,662

 

383,144

 

335,070

 

293,268

 

Income taxes

 

125,286

 

148,758

 

139,835

 

122,288

 

107,025

 

Net income

 

217,509

 

257,904

 

243,309

 

212,782

 

186,243

 

Diluted earnings per common share

 

$

1.30

 

$

1.50

 

$

1.40

 

$

1.22

 

$

1.08

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared

 

$

61,538

 

$

56,077

 

$

49,890

 

$

44,106

 

$

40,352

 

Dividends declared per common share

 

$

0.37

 

$

0.33

 

$

0.29

 

$

.25 1/2

 

$

.23 1/2

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,409,501

 

$

2,224,361

 

$

2,065,392

 

$

1,818,541

 

$

1,467,866

 

Working capital

 

$

460,157

 

$

489,727

 

$

541,913

 

$

507,945

 

$

404,087

 

Shareholders’ equity

 

$

1,428,066

 

$

1,337,082

 

$

1,292,432

 

$

1,140,577

 

$

948,791

 

 

 

 

 

 

 

 

 

 

 

 

 

Stores opened

 

500

 

500

 

475

 

525

 

502

 

Stores closed

 

(68

)

(61

)

(64

)

(50

)

(50

)

Number of stores - end of year

 

5,898

 

5,466

 

5,027

 

4,616

 

4,141

 

 

The Company did not have any long-term debt at the end of each of its last five fiscal years.  On September 27, 2005, the Company obtained $250 million in aggregate proceeds through the private placement of the Notes to a group of institutional accredited investors.  See Note 13 to the Consolidated Financial Statements included in this Report for more information on the Notes.

 

10



 

ITEM 7.

 

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

 

 

 

This discussion summarizes the significant factors affecting the consolidated results of operations and financial condition of the Company for fiscal 2005, fiscal 2004 and fiscal 2003.  This discussion should be read in conjunction with, and is qualified by, the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this Report.

Fiscal 2005 Overview and Fiscal 2006 Outlook

During fiscal 2005, the Company began the implementation of four key initiatives designed to increase sales and profitability: the installation of refrigerated coolers in selected stores; the introduction of a “Treasure Hunt” merchandise program; the continuation of an aggressive store opening program; and the Urban Initiative.  During fiscal 2006, the Company will continue these initiatives as discussed below.

              Coolers — The installation of refrigerated coolers for the sale of perishable food began in the second quarter of fiscal 2005.  The customer traffic generated by coolers increased sales of food and other merchandise throughout the store.  At the end of fiscal 2005, refrigerated coolers were installed in approximately 1,000 stores.  The Company plans to have refrigerated coolers installed in approximately 2,500 additional stores by the end of fiscal 2006.  In addition, the Company is testing new point-of-sale software in a limited number of stores to facilitate the acceptance of food stamps in stores with refrigerated coolers.

              “Treasure Hunt” merchandise program — During fiscal 2005, the Company began supplementing its basic assortment of merchandise with additional opportunistically purchased goods designed to create more excitement in stores throughout the year, with particular emphasis on holiday, spring and back-to-school seasons.  The Company will enhance this initiative in fiscal 2006.

              New Stores — During fiscal 2005, the Company opened 500 stores and closed 68 stores.  In order to build processes that will support a more balanced distribution of store openings throughout the year, the Company plans to open approximately 400 stores and close approximately 65 stores in fiscal 2006.

              Urban Initiative — The Urban Initiative is designed to improve the operating performance of high sales volume stores in large metropolitan markets through investments in people, process changes and technology, including organizational changes to support a more mobile and flexible workforce.  During fiscal 2005, the Urban Initiative was implemented in approximately 1,200 stores.  While the Urban Initiative stores have experienced mid-single-digit sales growth and continue to be profitable, the Company’s profitability goals have not yet been achieved.  For fiscal 2006, the Company will continue its investments in the current “Urban Initiative markets” (approximately 1,300 stores) but does not expect to expand the initiative into new markets until processes have been refined to generate improved results.

The Company currently expects net income per diluted share of Common Stock to be between $1.30 and $1.39 for fiscal 2006, compared to $1.30 in fiscal 2005.  The net income per diluted share of Common Stock guidance for fiscal 2006 includes the impact of the expensing of stock options as required by Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment,” and other new compensation programs, and also includes the accretive benefit of the Company’s share repurchase program and related debt placement.  See the Recent Accounting Pronouncements contained in this MD&A for more information on the impact of SFAS No. 123R and the Liquidity and Capital Resources section for more information on the Company’s share repurchase program and issuance of the Notes.

Subsequent to the Company’s fiscal 2005 year end, Hurricane Katrina and Hurricane Rita struck the U.S. Gulf Coast, impacting numerous stores in the afflicted areas.  The Company has property insurance that covers most of its property damage.  Since the Company’s stores are widely dispersed, lost sales due to closed stores are generally limited and are often offset by increased sales in other stores.  Therefore, these storms have not had a material impact in the aggregate on the Company’s financial position, liquidity or results of operations.  The long-term impact of these storms is more difficult to forecast.  The potential increase in energy costs over the long-term could negatively impact the Company and its customers.  However, the resources received by customers from government and private organizations and the funds contributed in the rebuilding effort could positively impact sales.  Therefore, the Company has not included any impact from these storms in its fiscal 2006 outlook.

Net Sales

Net sales increased approximately 10.3% ($542.9 million) in fiscal 2005 compared with fiscal 2004, and approximately 11.2% ($531.7 million) in fiscal 2004 compared with fiscal 2003.  The increases in fiscal 2005 and in fiscal 2004 were attributable, in part, to increased sales in comparable stores (stores open more than 13 months) of 2.3% ($117.1 million) and 1.9% ($86.3 million), respectively, with the balance of the increases primarily relating to sales from new stores

 

11



opened as part of the Company’s store growth program.  The Urban Initiative, the installation of refrigerated coolers and the “Treasure Hunt” merchandise program all had positive impacts on sales in fiscal 2005.  Sales of lower-margin basic consumables continued to be stronger than sales of higher-margin discretionary goods during fiscal 2005, reflecting the difficult economic environment, including higher energy prices, faced by the Company’s low and lower-middle income customer base.

The 2.3% increase in comparable store sales during fiscal 2005 includes an increase of approximately 3.7% in the sales of hardline merchandise and a decrease of approximately 2.6% in the sales of softline merchandise.  In fiscal 2005, the customer count, as measured by the number of register transactions in comparable stores, decreased approximately 0.7%, and the average transaction increased approximately 2.9% to $9.22.  Increased sales of hardline merchandise have been the primary contributor to the overall sales increases.  Hardline merchandise, as a percentage of net sales, increased to approximately 78.8% in fiscal 2005 compared to approximately 77.7% in fiscal 2004.  Softline merchandise, as a percentage of net sales, decreased to approximately 21.2% in fiscal 2005 compared to approximately 22.3% in fiscal 2004.  The Company distributed four advertising circulars in fiscal 2005 and one advertising circular in fiscal 2004.  The circulars are designed to stimulate traffic and inform customers about the Company’s “Treasure Hunt” merchandise, seasonal values and competitive prices on core consumables.  During fiscal 2006, the Company expects to distribute four advertising circulars.

The 1.9% increase in comparable store sales during fiscal 2004 as compared with fiscal 2003 includes an increase of approximately 3.2% in the sales of hardline merchandise and a decrease of approximately 2.5% in the sales of softline merchandise.  Sales of consumable merchandise were stronger than sales of more discretionary merchandise.  In fiscal 2004, the customer count increased approximately 0.7%, and the average transaction increased approximately 0.9% to $8.95.  The Company distributed one advertising circular in both fiscal 2004 and fiscal 2003.

Hardline merchandise includes household chemical and paper products, candy, snacks and other food, health and beauty aids, electronics, housewares and giftware, pet food and supplies, toys, stationery and school supplies, seasonal goods, hardware and automotive supplies.  Softline merchandise includes men’s, women’s, boys’, girls’ and infants’ clothing, shoes, and domestic items such as blankets, sheets and towels.

During fiscal 2006, the Company expects comparable store sales to increase 2% to 4% as a result of the ongoing rollout of refrigerated coolers, the impact from “Treasure Hunt” merchandise sales and the operational improvements resulting from the Urban Initiative program.

During fiscal 2005, the Company opened 500 stores and closed 68 stores for a net addition of 432 stores, compared with the opening of 500 stores and closing of 61 stores for a net addition of 439 stores during fiscal 2004.  The Company also expanded or relocated 49 stores in fiscal 2005, compared with 79 stores that were expanded or relocated in fiscal 2004.  In addition, approximately 105 stores in fiscal 2005 and 116 stores in fiscal 2004 were renovated.  In order to build processes that will support a more balanced distribution of store openings throughout the year, the Company plans to open approximately 400 stores and close approximately 65 stores in fiscal 2006.  The Company also plans to relocate, expand, or renovate approximately 75 stores during fiscal 2006.  Store opening, closing, expansion, relocation and renovation plans are continuously reviewed and are subject to change.

Cost of Sales and Margin

Cost of sales increased approximately 11.8% ($412.3 million) in fiscal 2005 compared with fiscal 2004 and approximately 11.1% ($350.5 million) in fiscal 2004 compared with fiscal 2003.  These increases primarily reflected the additional sales volume in each of the years.  Cost of sales, as a percentage of net sales, was 67.1% in fiscal 2005 and 66.2% in both fiscal 2004 and fiscal 2003.  The increase in cost of sales, as a percentage of net sales, during fiscal 2005 was due primarily to the continuing shift in the merchandise mix of sales to more lower-margin consumables and fewer higher-margin discretionary goods, increased inventory shrinkage and increased freight costs due to higher fuel expense.  To address inventory shrinkage, the Company is implementing new loss prevention reports that provide more visibility to transaction level issues and is adding personnel to its Loss Prevention Department.  In addition, as part of its Urban Initiative, the Company modified its field management structure to increase management presence and the frequency of inspections in urban markets.  The opening of the Company’s eighth distribution center in Marianna, Florida, in the second quarter of fiscal 2005 positively impacted freight costs by lowering the average distance to the stores from the distribution centers.  Increases in productivity and efficiency, such as increased back hauls and optimization and consolidation of inbound routing have also offset some of the cost increases.  However, these savings did not fully offset the impact of higher year-over-year fuel costs.  The Company expects that the opening of the ninth distribution center in Rome, New York, during the third quarter of fiscal 2006 will positively impact freight costs and continue to offset higher fuel costs.

Cost of sales, as a percentage of net sales, in fiscal 2004 was unchanged from fiscal 2003.  The percentage was

 

12



favorably impacted by a change in the treatment of certain vendor allowances in conformity with an accounting pronouncement, as well as from lower merchandise markdowns.  However, the favorable impact of the change in the treatment of certain vendor allowances was offset by a shift in the merchandise mix to more lower-margin basic consumables and relatively less sales of higher-margin discretionary merchandise.  Cost of sales, as a percentage of net sales, in fiscal 2004 was also negatively impacted by increased inventory shrinkage and increased freight costs due to higher fuel expense.

During fiscal 2006, the Company expects that cost of sales, as a percentage of net sales, will be flat or increase slightly as compared to fiscal 2005 due to the continuing effect of the shift in the merchandise mix to more lower-margin basic consumables and rising fuel costs.  Lower markdowns and lower inventory shrinkage are expected to offset these increases.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses increased approximately 14.1% ($194.5 million) in fiscal 2005 compared with fiscal 2004, and approximately 12.9% ($157.7 million) in fiscal 2004 compared with fiscal 2003.  The increases in these expenses were attributable primarily to additional costs arising from the continued growth in the number of stores in operation and the continued ramp-up of the eighth distribution center.  SG&A expenses, as a percentage of net sales, were 27.0% in fiscal 2005, 26.1% in fiscal 2004 and 25.7% in fiscal 2003.  The increase in SG&A expenses, as a percentage of net sales, in fiscal 2005 was due primarily to planned payroll expenses incurred in connection with the urban and cooler initiatives (approximately 0.4% of net sales); increased occupancy and store-related costs (approximately 0.4% of net sales); and increased legal-related costs (approximately 0.1% of net sales).  Each of these percentages was negatively impacted by the lower than planned increase in sales in comparable stores.  A cumulative charge to correct property tax accruals on leased properties and the incremental costs of three additional advertising circulars also impacted this percentage (approximately 0.2% of net sales), but these amounts were offset by a reduction in bonus costs as the Company did not reach the earnings target necessary for payment of management bonuses.  In addition, most other costs, as a percentage of net sales, were negatively impacted by the lower than planned increase in sales in comparable stores.

The increase in SG&A expenses, as a percentage of net sales, in fiscal 2004 was due primarily to below plan sales which negatively impacted the Company’s ability to leverage its cost structure.  In addition, the effect of the change in treatment of certain vendor allowances negatively impacted expense leverage.  Continued increases in insurance costs, primarily workers’ compensation, and increased rent expense also adversely impacted expense leverage.  The increase in SG&A expense, as a percentage of net sales, for fiscal 2004 was offset slightly by a reduction in bonus costs as the Company did not reach the earnings target necessary for payment of full bonuses.

During fiscal 2006, the Company expects SG&A expense, as a percentage of net sales, to increase as compared to fiscal 2005 due to the expanded rollout of the cooler program and the continued investments in the existing Urban Initiative markets.  In addition, the required expensing of stock options and other compensation plan changes will increase SG&A expenses, as a percentage of net sales.

Income Taxes

The effective tax rate was 36.5% in fiscal 2005, 36.6% in fiscal 2004 and 36.5% in fiscal 2003.  For fiscal 2006, the Company’s plan is for the effective tax rate to increase to 37.0% due to the effect of changes in state income taxes.

Liquidity and Capital Resources

The Company has consistently maintained a strong liquidity position.  Cash provided by operating activities during fiscal 2005 was $299.4 million as compared to $376.5 million in fiscal 2004 and $302.3 million in fiscal 2003.  These amounts have enabled the Company to fund its regular operating needs, capital expenditure program, cash dividend payments and any repurchase of the Company’s Common Stock.  In addition, the Company has unsecured revolving credit facilities with banks for short-term borrowings of up to $200 million.  On May 25, 2006, $100 million of the facilities will expire, and the remaining $100 million will expire on May 31, 2010.  The Company expects that the facilities expiring May 25, 2006, will be extended.  The Company had no borrowings against these facilities during fiscal 2005.

Merchandise inventories at the end of fiscal 2005 were 11.3% higher than at the end of fiscal 2004.  This increase was due primarily to additional inventory for 432 net new stores.  Inventory on a per store basis at the end of fiscal 2005 was 1.8% higher than at the end of fiscal 2004, excluding merchandise in transit to the distribution centers.  All of this increase was in hardline merchandise, which increased approximately 4.3% per store, reflecting the early receipt of holiday merchandise and new inventory associated with the cooler program.  Average softline merchandise inventory per store,

 

13



excluding merchandise in transit to the distribution centers, decreased approximately 5.2% as the Company aggressively managed these items to prevent an inventory buildup.

The increase in capital expenditures to $229.1 million in fiscal 2005 from $218.7 million in fiscal 2004 was due primarily to greater distribution center construction expenditures.  In addition, the Company installed refrigerated coolers in approximately 1,000 stores.  Capital expenditures for fiscal 2006 are expected to be between $210 and $225 million and relate primarily to new store openings; existing store expansions, relocations and renovations; construction of distribution centers; expenditures related to store-focused technology infrastructure; and the continued implementation of a refrigerated cooler program for perishable goods in selected stores.  The new store expansion and new distribution centers will require additional investment in merchandise inventories.

Capital spending plans, including store opening plans, are continuously reviewed and are subject to change.  Cash flow from current operations is expected to be sufficient to meet planned liquidity and operational capital resource needs, including store expansion and other capital spending programs.  In addition, the Company has available revolving credit facilities as previously discussed.

During fiscal 2004 and fiscal 2003, the Company purchased in the open market 5.6 million and 2.2 million shares of its Common Stock, respectively, at a cost of $176.7 million and $65.9 million, respectively.  On April 13, 2005, the Company announced that the Board of Directors authorized the purchase of up to an additional 5 million shares of the Company’s Common Stock from time to time as market conditions warrant.  On August 19, 2005, the Company announced that the Board of Directors authorized the purchase of an additional $300 million of the Company’s Common Stock from time to time as market conditions warrant.  During fiscal 2005, the Company purchased in the open market 3.3 million shares of the Company’s Common Stock at a cost of $92.0 million.  As of the end of fiscal 2005, the Company had approximately 18.7 million shares authorized to be purchased.

On September 27, 2005, the Company obtained $250 million in aggregate proceeds through a private placement under section 4(2) of the Securities Act of 1933, as amended, of the Notes.  On October 4, 2005, the Company executed an overnight share repurchase transaction with a bank for the acquisition of 10 million shares, or approximately 6%, of the Company’s outstanding Common Stock for an initial purchase price of $19.97 per share pursuant to the $300 million repurchase authorization.  The proceeds from the Notes were used to finance this transaction.  See Note 13 to the Consolidated Financial Statements included in this Report for more information.

The following table shows the Company’s obligations and commitments to make future payments under contractual obligations at the end of fiscal 2005 (in thousands):

 

 

 

Payments Due During One Year Fiscal Period Ending

 

Contractual Obligations

 

Total

 

August 2006

 

August 2007

 

August 2008

 

August 2009

 

August 2010

 

Thereafter

 

Merchandise letters of credit

 

$

125,613

 

$

125,613

 

$

 

$

 

$

 

$

 

$

 

Operating leases

 

1,135,810

 

252,588

 

225,649

 

188,636

 

150,096

 

107,522

 

211,319

 

Construction obligations

 

58,992

 

58,992

 

 

 

 

 

 

Total

 

$

1,320,415

 

$

437,193

 

$

225,649

 

$

188,636

 

$

150,096

 

$

107,522

 

$

211,319

 

 

Most of the Company’s operating leases provide the Company with an option to extend the term of the lease at designated rates.  See Properties herein.

The following table shows the Company’s other commercial commitments at the end of fiscal 2005 (in thousands):

 

Other Commercial Commitments

 

Total Amounts Committed

 

Standby letters of credit

 

$

114,979

 

Surety bonds

 

6,458

 

Total

 

$

121,437

 

 

At the end of fiscal 2005, approximately $78.1 million of the merchandise letters of credit were included in accounts payable and accrued liabilities on the Company’s balance sheet.  A substantial portion of the outstanding amount of standby letters of credit and surety bonds (which are primarily renewed on an annual basis) are used as surety for future premium and deductible payments to the Company’s workers’ compensation and general liability insurance carrier.  The Company accrues

 

14



for these future payment liabilities as described in the Critical Accounting Policies section of this MD&A.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R which requires all companies to measure compensation cost for all share-based payments (including employee stock options) at fair value, effective for public companies for interim or annual periods beginning after June 15, 2005.  The FASB concluded that companies can adopt the new standard in one of two ways: the modified prospective transition method, in which the company would recognize share-based employee compensation 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 any awards that were not fully vested as of the effective date; or the modified retrospective transition method, 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 a company would recognize employee compensation cost in the amounts reported in the pro forma disclosures provided in accordance with SFAS No. 123.  The Company will adopt SFAS No. 123R during the first quarter of fiscal 2006 and will use the modified prospective transition method. 

On August 18, 2005, the Compensation Committee of the Board of Directors of the Company approved the acceleration of the vesting date of certain previously issued and outstanding options under the 1989 Non-Qualified Stock Option Plan, effective as of August 26, 2005.  The accelerated vesting program applies to: (i) all unvested options that currently have an exercise price in excess of $40.00/share, including options held by the five most highly compensated executive officers of the Company, and (ii) all unvested options that are “underwater” (i.e. the options have an exercise price in excess of the market value of the stock, determined as of August 26, 2005) and are held by employees at the level of manager or below.

The Company implemented the acceleration program to enhance retention incentives for current employees and to reduce the compensation expense the Company would otherwise be required to recognize as a result of the Company’s adoption, effective for fiscal 2006, of SFAS 123R.  See Note 1 to the Consolidated Financial Statements included in this Report for information on the impact of the vesting acceleration on the fiscal 2005 pro forma stock-based compensation cost.

During fiscal 2006, the Company expects to incur incremental SG&A expense of approximately $6 million to $10 million related to the 1989 Non-Qualified Stock Option Plan as a result of the adoption of SFAS No. 123R.  In addition, the Company expects to incur incremental SG&A expense of approximately $4 million to $6 million during fiscal 2006 in connection with the expected implementation of new compensation programs, which are designed to improve the linkage between pay and performance.

Critical Accounting Policies

Management believes the following accounting principles are critical because they involve significant judgments, assumptions and estimates used in the preparation of the Company’s consolidated financial statements.

Merchandise Inventories:

Inventories are valued using the retail method, based on retail prices less markon percentages, which approximates the lower of first-in, first-out (FIFO) cost or market.  The Company records adjustments to inventory through cost of goods sold when retail price reductions, or markdowns, are taken against on-hand inventory.  In addition, management makes estimates and judgments regarding, among other things, initial markups, markdowns, future demand for specific product categories and market conditions, all of which can significantly impact inventory valuation.  If actual demand or market conditions are different than those projected by management, additional markdowns may be necessary.  This risk is generally higher for seasonal merchandise than for non-seasonal goods.  The Company also provides for estimated inventory losses for damaged, lost or stolen inventory for the period from the physical inventory to the financial statement date.  These estimates are based on historical experience and other factors.

Property and Equipment:

Property and equipment is stated at cost.  Depreciation for financial reporting purposes is calculated using the straight-line method over the estimated useful lives of the related assets.  For leasehold improvements, this depreciation is over the shorter of the term of the related lease (generally five years) or the asset’s useful economic life.  The valuation and classification of these assets and the assignment of useful depreciable lives involves significant judgments and the use of estimates.  The Company generally assigns no salvage value to property and equipment.  Property and equipment is reviewed

 

15



for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Historically, impairment losses on fixed assets have not been material to the Company’s financial position and results of operations.

Insurance Liabilities:

The Company is primarily self-insured for health care, property loss, workers’ compensation and general liability costs.  These costs are significant primarily due to the large number of the Company’s retail locations and employees.  Because the nature of these claims is such that there can be a significant lag from the incurrence of the claim (which is when the expense is accrued) until payment is made, the percentage increase in the accrual can be much more pronounced than the percentage increase in the expense.  The Company’s self-insurance liabilities are based on the total estimated costs of claims filed and estimates of claims incurred but not reported, less amounts paid against such claims, and are not discounted.  Management reviews current and historical claims data in developing its estimates.  The Company also uses information provided by outside actuaries with respect to workers’ compensation and general liability claims.  If the underlying facts and circumstances of the claims change or the historical trend is not indicative of future trends, then the Company may be required to record additional expense or a reduction to expense which could be material to the reported financial condition and results of operations.

Lease Accounting:

                The Company leases substantially all of its store properties and accounts for store leases in accordance with SFAS 13, “Accounting for Leases.”  For purposes of recognizing incentives, premiums and minimum rental expenses on a straight-line basis over terms of the leases, the Company uses the date of initial possession to begin amortization, which is generally when the Company enters the space and begins to make improvements in preparation of intended use.  For tenant improvement allowances and rent holidays, the Company records a deferred rent liability at the inception of the lease term and amortizes the deferred rent over the terms of the leases as reductions to rent expense on the Consolidated Statements of Income.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Report, or in other public filings, press releases, or other written or oral communications made by the Company or our representatives, which are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements address the Company’s plans, activities or events which the Company expects will or may occur in the future and may include express or implied projections of revenue 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 forward-looking statements may be identified by the use of the words “plan,” “estimate,” “expect,” “anticipate,” “probably,” “should,” “project,” “intend,” “continue,” and other similar terms and expressions.  Various risks, uncertainties and other factors may cause the Company’s actual results to differ materially from those expressed or implied in any forward-looking statements.  Factors, uncertainties 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 Report, including without limitation the factors described under “Critical Accounting Policies.”

Success of merchandising and marketing programs

The Company undertakes new programs and refines existing programs to increase net sales and its customer base.  The Company may be adversely impacted if merchandise and marketing programs fail to attract customers into its stores or if the merchandising programs implemented by the Company are not attractive to its customers.

Unusual weather or natural disasters that may impact sales and or operations

Extreme changes in weather patterns or other natural disasters influence customer trends and purchases.  Likewise, weather patterns and natural disasters may negatively impact sales and/or operation of the Company.

Competitive factors

The Company is in a highly competitive sector of the discount retail merchandise sector with numerous competitors, some of whom may have greater resources than the Company.  The Company competes for customers, merchandise, real

 

16



estate locations and employees.  This competitive environment subjects the Company to various risks, including the ability to continue its store growth and provide attractive merchandise to its customers at competitive prices that allow the Company to maintain its profitability.

Pricing pressures, including inflation and energy prices

Increases in the cost of goods and services, including changes resulting from inflationary pressures, may reduce the Company’s profitability and/or sales.  The Company’s ability to pass on incremental pricing changes may be limited due to operational and/or competitive factors.  Increases in prices, including changes in energy prices, may impact the Company’s customer base by limiting the amount of discretionary spending of its customers and may impact the Company through increased costs of goods and/or increased operating expenses.

Changes in consumer demand and product mix; and changes in overall economic conditions

A general slowdown in the U.S. economy may adversely affect the spending of the Company’s customers, which may result in lower net sales than expected on a quarterly or annual basis.  In addition, changes in the types of products made available for sale and the selection of the products by customers affect sales, product mix and margins.  Future 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 spending or causing customers to shift their spending to other products.

The impact of acts of war or terrorism and transportation and distribution delays or interruptions

Significant acts of terrorism, existing U.S. military efforts, as well as the involvement of the U.S. in other military engagements, could have an adverse impact on the Company by, among other things, disrupting its distribution or information systems, causing dramatic increases in fuel prices which increase the cost of doing business, or impeding the flow of imports or domestic products to the Company.  Delays or interruptions in the transportation and distribution of products could have an adverse impact on the Company.

Merchandise supply and pricing and the interruption of and dependence on imports

The Company has generally been able to obtain sufficient quantities of attractive merchandise at prices that allow the Company to profitably sell such merchandise.  Any disruption in that supply and/or the pricing of such merchandise could negatively impact the Company’s operations and results.  A significant amount of the goods sold by the Company are imported, and changes to the flow of these goods for any reason could have an adverse impact on the Company.

Delays associated with building and opening of distribution facilities and stores and costs of operating distribution facilities and stores

The Company maintains a network of distribution facilities in its geographic territory, and constructs new facilities to support its growth.  In addition, the Company expands its network of stores through opening new stores and remodeling existing stores each year.  Delays in opening distribution facilities or stores could adversely affect the Company’s future operations by slowing growth, which may in turn reduce revenue growth.  Adverse changes in the cost to operate distribution facilities and stores, such as changes in labor, utility, and other operating costs, could have an adverse impact on the Company.  Adverse changes in inventory shrinkage at the store-level or in distribution facilities could have a negative impact on the Company.

Operational difficulties

The Company’s stores are decentralized and are managed through a network of geographically dispersed management personnel.  Inability of the Company to effectively and efficiently operate its stores, including the ability to control losses resulting from inventory shrinkage, may negatively impact the Company’s sales and/or margin.  In addition, the Company relies upon its distribution and logistics network to provide goods to stores in a timely and cost-effective manner; any disruption, unanticipated expense or operational failure related to this process could negatively impact store operations.  Finally, the Company’s operations are facilitated by the use of various technologies, the disruption or failure of which could negatively impact the Company’s operations.

 

17



Higher costs, potential problems and achievement of targeted results associated with the implementation of new programs, systems and technology

The Company is undertaking a variety of operating initiatives as well as infrastructure initiatives.  The failure to properly execute any of these initiatives could have an adverse impact on the future operating results of the Company.

Changes in state or federal legislation or regulations, including the effects of legislation and regulations on wage levels and entitlement programs; changes in currency exchange rates, trade restrictions, tariffs, quotas and freight rates

Unanticipated changes in federal or state wage requirements or other changes in workplace regulation could adversely impact the Company’s ability to achieve its financial targets.  Because a substantial amount of the Company’s imported merchandise comes from China, a change in the Chinese currency policy could negatively impact the Company’s merchandise costs.  Changes in trade restrictions, new tariffs and quotas, and higher shipping costs for goods could also adversely impact the ability of the Company to achieve anticipated operating results.

Success of new store opening program

The Company’s growth is dependent on both increases in sales in existing stores and the ability to open new stores.  Unavailability of store locations that the Company deems attractive, delays in the acquisition or opening of new stores, difficulties in staffing and operating new store locations and lack of customer acceptance of stores in expanded market areas all may negatively impact the Company’s new store growth, the costs associated with new stores and/or the profitability of new stores.

Changes in the Company’s ability to attract and retain employees, and changes in health care and other insurance costs

The growth of the Company could be adversely impacted by its inability to attract and retain employees at the store operations level, in distribution facilities, and at the corporate level, including the Company’s senior management team.  Adverse changes in health care costs could also adversely impact the Company’s ability to achieve its operational and financial goals and to offer attractive benefit programs to its employees.

Adverse impacts associated with legal proceedings and claims

The Company is a party in a variety of legal proceedings and claims, including those described elsewhere in this Report.  Operating results for the Company could be adversely impacted if legal proceedings and claims against the Company are made, requiring the payment of cash towards those proceedings or changes to the operation of the business.

All of the forward-looking statements made by the Company in this Report and other documents or statements are qualified by these and other factors, risks and uncertainties.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report.  The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized.

 

ITEM 7A.                    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 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 maintains unsecured revolving credit facilities at variable interest rates to meet the short-term needs of its expansion program and seasonal inventory increases.

 

18



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

FAMILY DOLLAR STORES, INC.

 

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Income for fiscal 2005, fiscal 2004 and fiscal 2003

Consolidated Balance Sheets as of August 27, 2005, and August 28, 2004

Consolidated Statement of Shareholders’ Equity for fiscal 2005, fiscal 2004 and fiscal 2003

Consolidated Statement of Cash Flows for fiscal 2005, fiscal 2004 and fiscal 2003

Notes to Consolidated Financial Statements

 

19



Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Family Dollar Stores, Inc:

We have completed an integrated audit of Family Dollar Stores, Inc.’s August 27, 2005 consolidated financial statements and of its internal control over financial reporting as of August 27, 2005 and audits of its August 28, 2004 and August 30, 2003 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Our opinions, based on our audits, are presented below.

Consolidated financial statements

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Family Dollar Stores, Inc., and its subsidiaries at August 27, 2005 and August 28, 2004, and the results of their operations and their cash flows for each of the three years in the period ended August 27, 2005 in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of August 27, 2005 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria.  Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 27, 2005, based on criteria established in Internal Control - Integrated Framework issued by the COSO.  The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.  Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit.  We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Charlotte, North Carolina

November 2, 2005

 

20



FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

 

 

 

Years Ended

 

(in thousands, except per share amounts)

 

August 27, 2005

 

August 28, 2004

 

August 30, 2003

 

 

 

 

 

 

 

 

 

Net sales

 

$

5,824,808

 

$

5,281,888

 

$

4,750,171

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of sales

 

3,908,569

 

3,496,278

 

3,145,788

 

Selling, general and administrative

 

1,573,444

 

1,378,948

 

1,221,239

 

Cost of sales and operating expenses

 

5,482,013

 

4,875,226

 

4,367,027

 

 

 

 

 

 

 

 

 

Income before income taxes

 

342,795

 

406,662

 

383,144

 

 

 

 

 

 

 

 

 

Income taxes (Note 6)

 

125,286

 

148,758

 

139,835

 

 

 

 

 

 

 

 

 

Net income

 

$

217,509

 

$

257,904

 

$

243,309

 

 

 

 

 

 

 

 

 

Net income per common share - basic (Note 10)

 

$

1.30

 

$

1.51

 

$

1.41

 

Average shares - basic (Note 10)

 

166,791

 

170,770

 

172,346

 

 

 

 

 

 

 

 

 

Net income per common share - diluted (Note 10)

 

$

1.30

 

$

1.50

 

$

1.40

 

Average shares - diluted (Note 10)

 

167,092

 

171,624

 

173,354

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

21



FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

 

(in thousands, except per share and share amounts)

 

August 27, 2005

 

August 28, 2004

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

105,175

 

$

87,023

 

Investment securities (Note 2)

 

33,530

 

120,840

 

Merchandise inventories

 

1,090,791

 

980,124

 

Deferred income taxes (Note 6)

 

100,493

 

84,084

 

Income tax refund receivable

 

 

1,304

 

Prepayments and other current assets

 

24,779

 

16,937

 

Total current assets

 

1,354,768

 

1,290,312

 

Property and equipment, net (Note 3)

 

1,027,475

 

918,449

 

Other assets

 

27,258

 

15,600

 

 

 

$

2,409,501

 

$

2,224,361

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

574,831

 

$

534,405

 

Accrued liabilities (Note 5)

 

315,508

 

266,180

 

Income taxes payable

 

4,272

 

 

Total current liabilities

 

894,611

 

800,585

 

 

 

 

 

 

 

Deferred income taxes (Note 6)

 

$

86,824

 

$

86,694

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ Equity: (Notes 9 and 10)

 

 

 

 

 

Preferred stock, $1 par; authorized and unissued 500,000 shares

 

 

 

 

 

Common stock, $.10 par; authorized 600,000,000 shares; issued 188,871,738 shares at August 27, 2005, and 187,671,318 shares at August 28, 2004, and outstanding 165,262,513 shares at August 27, 2005, and 167,396,998 shares at August 28, 2004

 

18,887

 

18,767

 

Capital in excess of par

 

133,743

 

106,853

 

Retained earnings

 

1,654,861

 

1,498,890

 

 

 

1,807,491

 

1,624,510

 

Less: common stock held in treasury, at cost (23,609,225 shares at August 27, 2005, and 20,274,320 shares at August 28, 2004)

 

379,425

 

287,428

 

 

 

1,428,066

 

1,337,082

 

 

 

$

2,409,501

 

$

2,224,361

 

The accompanying notes are an integral part of the consolidated financial statements.

 

22



FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Years Ended August 27, 2005, August 28, 2004, and August 30, 2003

 

(in thousands, except per share and share amounts)

 

Common
stock

 

Capital in
excess of par

 

Retained
earnings

 

Treasury
stock

 

Balance, August 31, 2002
(185,830,901 shares common stock; 12,501,666 shares treasury stock)

 

$

18,583

 

$

63,294

 

$

1,103,644

 

$

44,944

 

Net income for the year

 

 

 

 

 

243,309

 

 

 

Issuance of 1,079,092 common shares under employee stock option plan, including tax benefits (Note 9)

 

108

 

24,098

 

 

 

 

 

Purchase of 2,202,200 common shares for treasury

 

 

 

 

 

 

 

65,851

 

Issuance of 2,583 shares of treasury stock under the Family Dollar 2000 Outside Directors Plan

 

 

 

65

 

 

 

(16

)

Less dividends on common stock, $.29 per share

 

 

 

 

 

(49,890

)

 

 

Balance, August 30, 2003
(186,909,993 shares common stock; 14,701,283 shares treasury stock)

 

18,691

 

87,457

 

1,297,063

 

110,779

 

Net income for the year

 

 

 

 

 

257,904

 

 

 

Issuance of 761,325 common shares under employee stock option plan, including tax benefits (Note 9)

 

76

 

19,318

 

 

 

 

 

Purchase of 5,576,100 common shares for treasury

 

 

 

 

 

 

 

176,674

 

Issuance of 3,063 shares of treasury stock under the Family Dollar 2000 Outside Directors Plan

 

 

 

78

 

 

 

(25

)

Less dividends on common stock, $.33 per share

 

 

 

 

 

(56,077

)

 

 

Balance, August 28, 2004
(187,671,318 shares common stock; 20,274,320 shares treasury stock)

 

18,767

 

106,853

 

1,498,890

 

287,428

 

Net income for the year

 

 

 

 

 

217,509

 

 

 

Issuance of 1,200,420 common shares under employee stock option plan, including tax benefits (Note 9)

 

120

 

26,829

 

 

 

 

 

Purchase of 3,338,500 common shares for treasury

 

 

 

 

 

 

 

92,049

 

Issuance of 3,595 shares of treasury stock under the Family Dollar 2000 Outside Directors Plan

 

 

 

61

 

 

 

(52

)

Less dividends on common stock, $.37 per share

 

 

 

 

 

(61,538

)

 

 

Balance, August 27, 2005
(188,871,738 shares common stock; 23,609,225 shares treasury stock)

 

$

18,887

 

$

133,743

 

$

1,654,861

 

$

379,425

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

23



FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Years Ended

 

(in thousands)

 

August 27, 2005

 

August 28, 2004

 

August 30, 2003

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

217,509

 

$

257,904

 

$

243,309

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

114,733

 

102,010

 

92,360

 

Deferred income taxes

 

(16,279

)

(4,268

)

(3,740

)

Tax benefit from stock option exercises

 

3,700

 

4,476

 

6,815

 

Loss on disposition of property and equipment

 

3,306

 

4,311

 

3,905

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Merchandise inventories

 

(110,667

)

(125,754

)

(87,739

)

Income tax refund receivable

 

1,304

 

(1,304

)

6,469

 

Prepayments and other current assets

 

(7,842

)

16,685

 

(21,069

)

Other assets

 

(11,658

)

1,480

 

(3,937

)

Accounts payable and accrued liabilities

 

100,974

 

121,608

 

65,277

 

Income taxes payable

 

4,272

 

(671

)

671

 

 

 

299,352

 

376,477

 

302,321

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchases of investment securities

 

(280,100

)

(282,265

)

(281,859

)

Sales of investment securities

 

367,410

 

365,924

 

249,110

 

Capital expenditures

 

(229,065

)

(218,748

)

(220,285

)

Proceeds from dispositions of property and equipment

 

2,000

 

1,550

 

1,051

 

 

 

(139,755

)

(133,539

)

(251,983

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Purchases of stock for treasury

 

(91,997

)

(176,649

)

(65,835

)

Change in cash overdrafts

 

(12,675

)

(20,501

)

18,381

 

Proceeds from exercise of stock options

 

23,310

 

14,996

 

17,456

 

Payment of dividends

 

(60,083

)

(54,755

)

(48,242

)

 

 

(141,445

)

(236,909

)

(78,240

)

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

18,152

 

6,029

 

(27,902

)

Cash and cash equivalents at beginning of year

 

87,023

 

80,994

 

108,896

 

Cash and cash equivalents at end of year

 

$

105,175

 

$

87,023

 

$

80,994

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

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

 

$

12,239

 

$

14,272

 

$

15,077

 

Interest

 

 

 

 

Income taxes

 

132,288

 

150,525

 

129,619

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

24



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended August 27, 2005, August 28, 2004, and August 30, 2003

1.             Description of Business and Summary of Significant Accounting Policies:

Description of business:
The Company operates a chain of neighborhood retail discount stores in 44 contiguous states.  The Company manages its business on the basis of one reportable segment.  The Company’s products include hardline merchandise such as household products, health and beauty aids, and snacks and other food, and softline merchandise such as clothing, shoes and domestic items.

Principles of consolidation:
The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned.  All significant intercompany balances and transactions have been eliminated.

Cash equivalents:
The Company considers all highly liquid investments with an original maturity of three months or less to be “cash equivalents.”  The carrying amount of the Company’s cash equivalents approximates fair value due to the short maturities of these investments and consists primarily of money market funds and other overnight investments.  The Company maintains cash deposits with major banks, which from time to time may exceed federally insured limits.  The Company periodically assesses the financial condition of the institutions and believes that the risk of any loss is minimal.

Investment securities:
The items classified as investment securities are principally auction rate securities and variable rate demand notes.  The Company classifies all investment securities as available-for-sale.  Securities accounted for as available-for-sale are required to be reported at fair value with unrealized gains and losses, net of taxes, excluded from net income and shown separately as a component of accumulated other comprehensive income within stockholders’ equity.  The securities that the Company has classified as available-for sale generally trade at par and as a result typically do not have any realized or unrealized gains or losses.

Merchandise inventories:
Inventories are valued using retail prices less markon percentages and approximate the lower of first-in, first-out (FIFO) cost or market.

Property and equipment:
Property and equipment is stated at cost.  Depreciation for financial reporting purposes is calculated using the straight-line method over the estimated useful lives of the related assets.  For leasehold improvements, this depreciation is over the shorter of the term of the related lease (generally five years) or the asset’s useful economic life.

Estimated useful lives are as follows:

 

 

 

Buildings and building improvements

 

10-40 years

 

Furniture, fixtures and equipment

 

3-10 years

 

Transportation equipment

 

3-10 years

 

Leasehold improvements

 

5-10 years

 

The Company capitalizes certain costs incurred in connection with developing, obtaining and implementing software for internal use.  Capitalized costs are amortized over the expected economic life of the assets, generally ranging from five to eight years.

Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Revenues:
The Company recognizes revenue, net of returns, at the time the customer tenders payment for and takes possession of the merchandise.

Insurance liabilities:
The Company is primarily self-insured for health care, property loss, workers’ compensation and general liability costs. 

 

25



These liabilities are based on the total estimated costs of claims filed and estimates of claims incurred but not reported, less amounts paid against such claims, and are not discounted.

Advertising costs:
Advertising costs, net of co-op recoveries from vendors, are expensed on the commencement of the advertisement and amounted to $4.7 million and $2.0 million in fiscal 2005 and fiscal 2004 respectively.  Net advertising expense amounts were not material in fiscal 2003.

Vendor allowances:
Cash consideration received from a vendor is presumed to be a reduction of the purchase cost of merchandise and is reflected as a reduction of cost of sales unless it can be demonstrated this offsets an incremental expense, in which case it can be netted against that expense.

Store opening and closing costs:
The Company charges pre-opening costs against operating results when incurred.  For properties under operating lease agreements, the present value of any remaining liability under the lease, net of expected sublease and lease termination recoveries, is expensed when the closing occurs.

Selling, general and administrative expenses:
Buying, distribution center and occupancy costs, including depreciation, are included in selling, general and administrative expenses.

Operating leases:
Except for its corporate headquarters and distribution centers, the Company generally conducts its operations from leased facilities.  Generally, store real estate leases are for initial terms of from five to ten years with multiple renewal options for additional five-year periods.  Certain leases provide for contingent rental payments based upon a percentage of store sales.

For purposes of recognizing incentives, premiums and minimum rental expenses on a straight-line basis over terms of the leases, the Company uses the date of initial possession to begin amortization, which is generally when the Company enters the space and begins to make improvements in preparation of intended use.  For tenant improvement allowances and rent holidays, the Company records a deferred rent liability at the inception of the lease term and amortizes the deferred rent over the terms of the leases as reductions to rent expense on the Consolidated Statements of Income.  The Company also has long-term leases for equipment generally with lease terms of five years or less.

Income taxes:
The Company records deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting bases and the income tax bases of its assets and liabilities.

Stock options:
The Company accounts for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”), and related Interpretations.  The exercise price of options awarded under the Company’s 1989 Non-Qualified Stock Option Plan has been equal to the fair market value of the underlying Common Stock on the date of grant.  Accordingly, no compensation expense has been recognized for options granted under the plan.  Income tax benefits attributable to stock options exercised are credited to capital in excess of par.

The Company utilizes the disclosure-only provisions of Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure.”  If compensation cost for the Company’s stock-based compensation plan had been determined based on fair value at the grant date for awards under this plan consistent with the methodology prescribed under this statement, net income and net income per share would have been reduced to the pro forma amounts indicated in the table below (in thousands, except per share amounts):

 

26



 

 

 

2005

 

2004

 

2003

 

Net income — as reported

 

$

217,509

 

$

257,904

 

$

243,309

 

Pro forma stock-based compensation cost

 

(15,374

)

(8,062

)

(5,988

)

Net income — pro forma

 

$

202,135

 

$

249,842

 

$

237,321

 

 

 

 

 

 

 

 

 

Net income per share — as reported

 

 

 

 

 

 

 

basic

 

$

1.30

 

$

1.51

 

$

1.41

 

diluted

 

$

1.30

 

$

1.50

 

$

1.40

 

Net income per share — pro forma

 

 

 

 

 

 

 

basic

 

$

1.21

 

$

1.46

 

$

1.38

 

diluted

 

$

1.21

 

$

1.46

 

$

1.37

 

 

The increase in pro forma stock-based compensation cost in fiscal 2005 was a result of the acceleration of certain “underwater” (i.e. the options have an exercise price in excess of the market value of the stock, determined as of August 26, 2005) options.  On August 18, 2005, the Compensation Committee of the Board of Directors of the Company approved the acceleration of the vesting date of certain previously issued and outstanding options under the 1989 Non-Qualified Stock Option Plan, effective as of August 26, 2005.  The accelerated vesting program applies to: (i) all unvested options that currently have an exercise price in excess of $40.00/share, including options held by the five most highly compensated executive officers of the Company and (ii) all unvested options that are underwater and are held by employees at the level of manager or below.

The Company implemented the acceleration program to enhance retention incentives for current employees and to reduce the compensation expense the Company would otherwise be required to recognize as a result of the Company’s adoption, effective for fiscal 2006, of SFAS 123R.  The future expense eliminated as a result of the option acceleration program was approximately $12.9 million, or $8.2 million net of taxes over a period of four years during which the options would have vested. 

New accounting pronouncement
In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R which requires all companies to measure compensation cost for all share-based payments (including employee stock options) at fair value, effective for public companies for interim or annual periods beginning after June 15, 2005.  The FASB concluded that companies can adopt the new standard in one of two ways: the modified prospective transition method, in which the company would recognize share-based employee compensation 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 any awards that were not fully vested as of the effective date; or the modified retrospective transition method, 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 a company would recognize employee compensation cost in the amounts reported in the pro forma disclosures provided in accordance with SFAS No. 123.  The Company will adopt SFAS No. 123R during the first quarter of fiscal 2006 and will use the modified prospective transition method.  During fiscal 2006, the Company expects to incur incremental SG&A expense of approximately $6 million to $10 million related to the 1989 Non-Qualified Stock Option Plan as a result of the adoption of SFAS No. 123R.

Fiscal year:
The Company’s fiscal year generally ends on the Saturday closest to August 31.

Use of estimates:
The preparation of the Company’s consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.

Reclassifications and other:
Certain reclassifications of the fiscal 2003 and fiscal 2004 amounts have been made to conform to the fiscal 2005

 

27



presentation.  The fourth quarter of fiscal 2005 included an $8.4 million cumulative pre-tax charge to correct property tax accruals on leased properties.

2.             Investment Securities

The Company’s investments consist of the following short-term available-for-sale securities (in thousands):

 

Auction Rate Securities And Variable Rate Demand Notes

 

Amortized Cost

 

Gross Unrealized Holding Gains

 

Gross Unrealized Holding Losses

 

Fair Value

 

August 27, 2005

 

$

33,530

 

 

 

$

33,530

 

August 28, 2004

 

$

120,840

 

 

 

$

120,840

 

 

Proceeds from sales of short-term investment securities available-for-sale during fiscal 2005, fiscal 2004 and fiscal 2003 were $367,410, $365,924, and $249,110, respectively.  No gains or losses were realized on those sales for fiscal 2005, fiscal 2004 and fiscal 2003.

3.             Property and Equipment:

(in thousands)

 

August 27,
2005

 

August 28,
2004

 

Buildings and building improvements

 

$

445,826

 

$

390,363

 

Furniture, fixtures and equipment

 

779,895

 

669,011

 

Transportation equipment

 

68,173

 

60,289

 

Leasehold improvements

 

270,156

 

212,968

 

Construction in progress

 

38,871

 

59,453

 

 

 

1,602,921

 

1,392,084

 

Less accumulated depreciation and amortization

 

642,190

 

535,765

 

 

 

960,731

 

856,319

 

Land

 

66,744

 

62,130

 

 

 

$

1,027,475

 

$

918,449

 

 

4.             Revolving Credit Facilities and Short-Term Borrowings:

The Company has unsecured revolving credit facilities with banks for short-term borrowings of up to $200 million.  On May 25, 2006, $100 million of the facilities will expire, and the remaining $100 million will expire on May 31, 2010.  The Company expects that the facilities expiring on May 25, 2006, will be extended.  Any borrowings under these facilities are at a variable interest rate based on short-term market interest rates.  The Company had no borrowings against these facilities during fiscal 2005, fiscal 2004 or fiscal 2003.

5.             Accrued Liabilities:

(in thousands)

 

August 27,
2005

 

August 28,
2004

 

Compensation

 

$

44,397

 

$

46,066

 

Self-insurance liabilities

 

157,134

 

124,343

 

Taxes other than income taxes

 

43,217

 

36,436

 

Deferred rent

 

42,728

 

28,773

 

Other

 

28,032

 

30,562

 

 

 

$

315,508

 

$

266,180

 

6.             Income Taxes:

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of the end of fiscal 2005 and the end of fiscal 2004, were as follows (in thousands):

 

28



 

 

August 27,
2005

 

August 28,
2004

 

Deferred income tax liabilities:

 

 

 

 

 

Excess of book over tax basis of property and equipment

 

$

86,824

 

$

86,694

 

 

 

 

 

 

 

Deferred income tax assets:

 

 

 

 

 

Excess of tax over book basis of inventories

 

$

14,901

 

$

17,019

 

Currently nondeductible accruals for:

 

 

 

 

 

Self-insurance

 

60,308

 

47,723

 

Compensation

 

8,980

 

7,137

 

Deferred rent

 

12,227

 

6,743

 

Other

 

4,077

 

5,462

 

Total deferred income tax assets

 

$

100,493

 

$

84,084

 

The provisions for income taxes in fiscal 2005, fiscal 2004 and fiscal 2003 were as follows (in thousands):

 

 

 

2005

 

2004

 

2003

 

Current:

 

 

 

 

 

 

 

Federal

 

$

126,497

 

$

138,508

 

$

130,923

 

State

 

15,068

 

14,518

 

12,652

 

 

 

141,565

 

153,026

 

143,575

 

 

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

Federal

 

(14,463

)

(3,782

)

(3,773

)

State

 

(1,816

)

(486

)

33

 

 

 

(16,279

)

(4,268

)

(3,740

)

Total

 

$

125,286

 

$

148,758

 

$

139,835

 

 

The following table summarizes the components of income tax expense in fiscal 2005, fiscal 2004 and fiscal 2003 (in thousands):

 

 

 

2005

 

2004

 

2003

 

 

 

Income tax expense

 

% of pre-tax income

 

Income tax expense

 

% of pre-tax income

 

Income tax expense

 

% of pre-tax income

 

Computed “expected” federal income tax

 

$

119,978

 

35.0

 

$

142,331

 

35.0

 

$

134,100

 

35.0

 

State income taxes, net of federal income tax benefit

 

8,632

 

2.5

 

9,391

 

2.3

 

8,179

 

2.1

 

Other

 

(3,324

)

(1.0

)

(2,964

)

(0.7

)

(2,444

)

(0.6

)

Actual income tax expense

 

$

125,286

 

36.5

 

$

148,758

 

36.6

 

$

139,835

 

36.5

 

 

The Internal Revenue Service is currently examining the Company’s consolidated federal income tax returns for fiscal 2004 and fiscal 2003.  Although the ultimate outcome of the examination cannot be presently determined, the Company believes that it has made adequate provision for federal income taxes with respect to all open years.

 7.            Employee Benefit Plans:

Incentive compensation plan:

The Company has an incentive profit-sharing plan which provides that, at the discretion of the Board of Directors, the Company may pay certain employees and officers an aggregate amount not to exceed 5% of the Company’s consolidated income before income taxes.  There were no expenses under the profit-sharing plan in fiscal 2005.  Expenses under the profit-sharing

 

29



plan were $5.5 million in fiscal 2004 and $7.3 million in fiscal 2003.

Compensation deferral plans:
The Company has a voluntary compensation deferral plan, under Section 401(k) of the Internal Revenue Code, available to eligible employees.  At the discretion of the Board of Directors, the Company makes contributions to the plan which are allocated to participants, and in which they become vested, in accordance with formulas and schedules defined by the plan.  Company expenses for contributions to the plan were $3.0 million in fiscal 2005, $2.7 million in fiscal 2004 and $2.3 million in fiscal 2003.

In fiscal 2003, the Company adopted a deferred compensation plan to provide certain key management employees the ability to defer a portion of their base compensation and bonuses.  The plan is an unfunded nonqualified plan.  The deferred amounts and earnings thereon are payable to participants, or designated beneficiaries, at specified future dates, upon retirement or death.  The Company does not make contributions to this plan or guarantee earnings.

8.             Commitments and Contingencies:

Operating leases:
Rental expenses on all operating leases, both cancelable and non-cancelable, for fiscal 2005, fiscal 2004 and fiscal 2003 were as follows (in thousands):

 

 

 

2005

 

2004

 

2003

 

Minimum rentals, net of minor sublease rentals

 

$

274,562

 

$

238,188

 

$

210,268

 

Contingent rentals

 

4,670

 

4,722

 

5,134

 

 

 

$

279,232

 

$

242,910

 

$

215,402

 

 

The following table shows the Company’s obligations and commitments to make future payments under contractual obligations, including future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year at the end of fiscal 2005 (in thousands):

 

 

 

Payments Due During One Year Fiscal Period Ending

 

Contractual Obligations

 

Total

 

August 2006

 

August 2007

 

August 2008

 

August 2009

 

August 2010

 

Thereafter

 

Merchandise letters of credit

 

$

125,613

 

$

125,613

 

$

 

$

 

$

 

$

 

$

 

Operating leases

 

1,135,810

 

252,588

 

225,649

 

188,636

 

150,096

 

107,522

 

211,319

 

Construction obligations

 

58,992

 

58,992

 

 

 

 

 

 

Total

 

$

1,320,415

 

$

437,193

 

$

225,649

 

$

188,636

 

$

150,096

 

$

107,522

 

$

211,319

 

Most of the Company’s operating leases provide the Company with an option to extend the term of the lease at designated rates.

The following table shows the Company’s other commercial commitments at the end of fiscal 2005 (in thousands):

 

Other Commercial Commitments

 

Total
Amounts
Committed

 

Standby letters of credit

 

$

114,979

 

Surety bonds

 

6,458

 

Total

 

$

121,437

 

At the end of fiscal 2005, approximately $78.1 million of the merchandise letters of credit are included in accounts payable on the Company’s consolidated balance sheet.  A substantial portion of the outstanding amount of standby letters of credit and surety bonds (which are primarily renewed on an annual basis) are used as surety for future premium and deductible payments to the Company’s workers’ compensation and general liability insurance carrier.  The Company accrues for these liabilities based on the total estimated costs of claims filed and claims incurred but not reported, and are not discounted.

 

30



Litigation:
On January 30, 2001, Janice Morgan and Barbara Richardson, two individuals who have held the position of Store Manager for subsidiaries of the Company, filed a Complaint against the Company in the United States District Court for the Northern District of Alabama.  Thereafter, pursuant to the Court’s ruling, notice of the pendency of the lawsuit was sent to approximately 13,000 current and former Store Managers holding the position on or after July 1, 1999.  Approximately 2,550 of those receiving such notice filed consent forms and joined the lawsuit as plaintiffs, including approximately 2,300 former Store Managers and approximately 250 then current employees.  After rulings by the Court on motions to dismiss certain plaintiffs filed by the Company and motions to reconsider filed by plaintiffs, 1,424 plaintiffs remained in the case at the commencement of trial.

The case has proceeded as a collective action under the Fair Labor Standards Act (“FLSA”).  The Complaint alleges that the Company violated the FLSA by classifying the named plaintiffs and other similarly situated current and former Store Managers as “exempt” employees who are not entitled to overtime compensation.  Plaintiffs seek to recover unpaid overtime compensation in an amount currently estimated to be up to approximately $50 million, liquidated damages equal to the overtime award, if any, plus an award of attorneys’ fees, costs and expenses, and such other relief as the Court may deem proper.

A jury trial in this case commenced on June 13, 2005, in Tuscaloosa, Alabama, and ended on June 28, 2005, with the judge declaring a mistrial after the jury was unable to reach a unanimous decision in the matter.  The case is scheduled to be retried commencing on February 21, 2006.

In general, the Company continues to believe that the Store Managers are “exempt” employees under the FLSA and have been properly compensated and that the Company has meritorious defenses that should enable it ultimately to prevail.  However, the outcome of any litigation is inherently uncertain.  Resolution of this matter could have a material adverse effect on the Company’s financial position, liquidity or results of operation.

The Company is involved in numerous other legal proceedings and claims incidental to its business, including litigation related to alleged failures to comply with various state and federal employment laws.  While the ultimate outcome cannot be determined, the Company currently believes that these proceedings and claims, both individually and in the aggregate, should not have a material adverse effect on the Company’s financial position, liquidity or results of operations.  However, the outcome of any litigation is inherently uncertain and, if decided adversely to the Company, the Company may be subject to liability that could have a material adverse effect on the Company’s financial position, liquidity or results of operations.

9.             Employee Stock Option Plan:

The Company’s 1989 Non-Qualified Stock Option Plan provides for the granting of options to key employees to purchase shares of Common Stock at prices not less than fair market value on the date of the grant.  Options expire five years from the date of grant and are exercisable to the extent of 40% after the second anniversary of the grant and an additional 30% at each of the following two anniversary dates on a cumulative basis.

If the provisions of SFAS No. 123 expensing had been applied, the Company’s net income and net income per common share would have been impacted as summarized in the discussion of the Company’s stock option accounting policy in Note 1.

The average fair value of options granted during fiscal 2005, fiscal 2004 and fiscal 2003 is $6.85, $11.47 and $9.14 per share, respectively.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

 

 

 

2005

 

2004

 

2003

 

Expected dividend yield

 

1.25

%

 

0.75

%

 

0.89

%

 

Expected stock price volatility

 

31.82

%

 

36.49

%

 

41.54

%

 

Weighted average risk-free interest rate

 

3.52

%

 

3.06

%

 

2.74

%

 

Expected life of options (years)

 

3.5

 

 

3.5

 

 

3.5

 

 

 

These assumptions are evaluated and revised, as necessary, to reflect market conditions and experience.

The summary of the status of the Company’s stock-based compensation plan as of the end of fiscal 2005, fiscal 2004 and

 

31



fiscal 2003, and changes during the years then ended were as follows (in thousands, except per share amounts):

 

 

 

Options
Outstanding

 

Range of Option Prices
Per Share

 

Weighted Average Exercise Price

 

Balance, August 31, 2002

 

4,411

 

$

11.38

 

to

 

$

35.50

 

$

20.05

 

Granted

 

1,793

 

24.75

 

to

 

39.00

 

28.99

 

Exercised

 

(1,079

)

11.38

 

to

 

27.75

 

16.11

 

Canceled

 

(124

)

15.00

 

to

 

37.50

 

24.95

 

Balance, August 30, 2003

 

5,001

 

$

14.75

 

to

 

$

39.00

 

$

23.99

 

Granted

 

2,036

 

26.00

 

to

 

44.00

 

39.56

 

Exercised

 

(761

)

14.75

 

to

 

31.25

 

19.60

 

Canceled

 

(320

)

16.00

 

to

 

42.25

 

30.55

 

Balance, August 28, 2004

 

5,956

 

$

14.75

 

to

 

$

44.00

 

$

29.52

 

Granted

 

2,113

 

20.75

 

to

 

33.25

 

26.99

 

Exercised

 

(1,200

)

14.75

 

to

 

32.25

 

18.71

 

Canceled

 

(807

)

16.00

 

to

 

44.00

 

32.05

 

Balance, August 27, 2005

 

6,062

 

$

17.75

 

to

 

$

44.00

 

$

30.44

 

 

At the end of fiscal 2005, fiscal 2004 and fiscal 2003, options for 3.6 million, 1.2 million, and 1.0 million shares were exercisable, respectively.

The following table summarizes information about stock options outstanding at the end of fiscal 2005 (in thousands, except per share amounts):

 

 

 

 

 

 

 

Options Outstanding

 

Options Exercisable

 

Range of Exercise Prices

 

Number Outstanding at August 27, 2005

 

Weighted Average Remaining Contractual Life

 

Weighted Average Exercise Price

 

Number Exercisable at August 27, 2005

 

Weighted Average Exercise Price

 

$

17.75

to

$ 26.99

 

1,251

 

1.81 years

 

$

24.19

 

852

 

$

24.28

 

 

27.00

to

   34.75

 

3,276

 

3.22          

 

28.14

 

1,274

 

28.39

 

 

34.76

to

   44.00

 

1,535

 

3.07          

 

40.46

 

1,462

 

40.62

 

$

17.75

to

$ 44.00

 

6,062

 

2.89 years

 

$

30.44

 

3,588

 

$

32.40

 

At the end of fiscal 2005, fiscal 2004 and fiscal 2003, shares available for granting of stock options under the Company’s stock option plan were 4.2 million, 5.5 million and 7.2 million shares, respectively.

10.          Common Stock:

Basic net income per common share is computed by dividing net income by the weighted average number of shares outstanding during each period.  Diluted net income per common share gives effect to all securities representing potential common shares that were dilutive and outstanding during the period.  The exercise prices for certain of the outstanding stock options that the Company has awarded exceed the average market price of the Company’s Common Stock.  Such stock options are antidilutive (options for 3.4 million, 2.0 million and 0.5 million at the end of fiscal 2005, fiscal 2004 and fiscal 2003, respectively) and were not included in the computation of diluted net income per common share.  In the calculation of diluted net income per common share, the denominator includes the number of additional common shares that would have been outstanding if the Company’s outstanding dilutive stock options had been exercised.

During fiscal 2004 and fiscal 2003, the Company purchased in the open market 5.6 million and 2.2 million shares of its Common Stock, respectively, at a cost of $176.7 million and $65.9 million, respectively.  On April 13, 2005, the Company announced that the Board of Directors authorized the purchase of up to an additional 5 million shares of the Company’s Common Stock from time to time as market conditions warrant.  On August 19, 2005, the Company announced that the Board of Directors authorized the purchase of an additional $300 million of the Company’s Common Stock from time to time as market conditions warrant.  During fiscal 2005, the Company purchased in the open market 3.3 million shares of the Company’s Common Stock at a cost of $92.0 million.  As of the end of fiscal 2005, the Company had approximately 18.7

 

32



million shares authorized to be purchased.

The following table sets forth the computation of basic and diluted net income per common share (in thousands, except per share amounts):

 

 

 

2005

 

2004

 

2003

 

Basic net income per share:

 

 

 

 

 

 

 

Net income

 

$

217,509

 

$

257,904

 

$

243,309

 

Weighted average number of shares outstanding

 

166,791

 

170,770

 

172,346

 

Net income per common share — basic

 

$

1.30

 

$

1.51

 

$

1.41

 

 

 

 

 

 

 

 

 

Diluted net income per share:

 

 

 

 

 

 

 

Net income

 

$

217,509

 

$

257,904

 

$

243,309

 

Weighted average number of shares outstanding

 

166,791

 

170,770

 

172,346

 

Effect of dilutive securities — stock options

 

301

 

854

 

1,008

 

Average shares — diluted

 

167,092

 

171,624

 

173,354

 

Net income per common share — diluted

 

$

1.30

 

$

1.50

 

$

1.40

 

 

11.          Unaudited Summaries of Quarterly Results:

 

(in thousands, except per share amounts)

 

First Quarter

 

Second Quarter

 

Third Quarter

 

Fourth Quarter

 

2005

 

 

 

 

 

 

 

 

 

Net sales

 

$

1,380,245

 

$

1,586,754

 

$

1,427,966

 

$

1,429,843

 

Gross margin

 

460,352

 

520,919

 

479,352

 

455,616

 

Net income

 

54,429

 

80,073

 

53,774

 

29,233

(1)

Net income per common share(2)

 

$

0.32

 

$

0.48

 

$

0.32

 

$

0.18

(1)

 

 

 

 

 

 

 

 

 

 

2004

 

 

 

 

 

 

 

 

 

Net sales

 

$

1,244,683

 

$

1,402,798

 

$

1,310,159

 

$

1,324,248

 

Gross margin

 

431,325

 

473,814

 

457,376

 

423,095

 

Net income

 

63,437

 

80,432

 

72,383

 

41,652

 

Net income per common share(2)

 

$

0.37

 

$

0.46

 

$

0.42

 

$

0.25

 


(1) Includes an $8.4 million cumulative pre-tax charge to correct property tax accruals on leased properties.

(2) Figures represent diluted earnings per share.

12.          Related Party Transactions:

The Company purchased a variety of merchandise in the ordinary course of business from entities owned or represented by non-employee family members of the Company’s former Chairman of the Board and the current Chairman of the Board and Chief Executive Officer.  These transactions totaled approximately $1.2 million, $1.2 million, and $17.8 million in fiscal 2005, fiscal 2004 and fiscal 2003, respectively.

13.          Subsequent Events

On September 27, 2005, the Company obtained $250 million in aggregate proceeds through a private placement under Section 4(2) of the Securities Act of 1933, as amended, of unsecured Senior Notes (the “Notes”) to a group of institutional accredited investors.  The Notes were issued in two tranches at par, and rank pari passu in right of payment with the Company’s other unsecured senior indebtedness.  The first tranche has an aggregate principal amount of $169 million, is payable in a single installment on September 27, 2015, and bears interest at a rate of 5.41% per annum from the date of issuance.  The second tranche has an aggregate principal amount of $81 million, matures on September 27, 2015, with amortization commencing in the sixth year, and bears interest at a rate of 5.24% per annum from the date of issuance.  The second tranche has a required principal repayment of $16.2 million on September 27, 2011, and on each September 27 thereafter to and including September 27, 2015.  Interest on the Notes will be payable semi-annually in arrears on the 27th day

 

33



of March and September of each year commencing on March 27, 2006.  The sale of the Notes was effected in transactions not requiring registration under the Securities Act of 1933, as amended.

On October 4, 2005, the Company executed an overnight share repurchase transaction with a bank for the acquisition of 10 million shares, or approximately 6%, of the Company’s outstanding Common Stock for an initial purchase price of $19.97 per share.  The transaction was financed with the proceeds of the Company’s issuance of $250 million aggregate principal amount of the Notes.  Pursuant to the agreement with the bank, the bank will purchase ten million shares in the open market over the next 3-5 months.  At the end of the purchase period, the Company will either receive from or pay to the bank a price adjustment based on the volume weighted average purchase price of the shares acquired compared to the initial purchase price to the bank.  Such price adjustment can be either in cash or stock at the discretion of the Company.  The Company has limited its potential financial exposure in the event of an increase in its share price above a cap during the purchase period with respect to five million of the repurchased shares.

Subsequent to the Company’s fiscal 2005 year end, Hurricane Katrina and Hurricane Rita struck the U.S. Gulf Coast, impacting numerous stores in the afflicted areas.  The Company has property insurance that covers most of its property damage.  Since the Company’s stores are widely dispersed, lost sales due to closed stores are generally limited and are often offset by increased sales in other stores.  Therefore, these storms have not had a material impact in the aggregate on the Company’s financial position, liquidity or results of operations.  The long-term impact of these storms is more difficult to forecast.  The potential increase in energy costs over the long-term could negatively impact the Company and its customers.  However, the resources received by customers from government and private organizations and the funds contributed in the rebuilding effort, could positively impact sales.

 

ITEM 9.                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.               CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Based on an evaluation by management of the Company (with the participation of the Company’s Chief Executive Officer and Chief Financial Officer), as of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.  Consistent with the suggestion of the SEC, the Company has formed a Disclosure Committee consisting of key Company personnel designed to review the accuracy and completeness of all disclosures made by the Company.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Family Dollar Stores.  Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 

 

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management (with the participation of the principal executive officer and principal financial officer) conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of August 27, 2005.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of August 27, 2005, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their attestation report which is included under Item 8.

Attestation Report of the Registered Public Accounting Firm

Included in Item 8.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the Company’s fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B.               OTHER INFORMATION

None

 

PART III

ITEM 10.               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item as to the Company’s directors, director nominees, audit committee financial expert, audit committee, and procedures for stockholders to recommend director nominees will be included in the Company’s proxy statement to be filed for the Annual Meeting of Stockholders to be held on January 19, 2006, under the captions “Election of Directors” and “Corporate Governance Matters and Committees of the Board of Directors” and is incorporated by reference herein.   The information required by this item as to compliance by the Company’s directors, executive officers and certain beneficial owners of the Company’s Common Stock with Section 16(a) of the Securities Exchange Act of 1934 also will be included in said proxy statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” and also is incorporated herein by reference.  The information required by this item as to executive officers is included in Part I, Item 1 of this Report and also is incorporated herein by reference.

The Company has adopted: (i) a Code of Ethics that applies to the Chief Executive Officer and senior financial officers, including the Chief Financial Officer, the principal accounting officer and the controller; (ii) a Code of Business Conduct that governs the actions of all Company employees, including officers; and (iii) a Board of Directors Code of Business Conduct applicable to all directors (collectively the “Codes of Conduct”).  The Codes of Conduct are posted within the Investors section of the Company’s Internet Website at www.familydollar.com.  The Company will provide a copy of the Codes of Conduct to any stockholder upon request.  Any amendments to and/or any waiver from a provision of any of the Codes of Conduct granted to any director, executive officer or any senior financial officer, must be approved by the Board of Directors and will be disclosed on the Company’s Internet Website within three business days following the amendment or waiver.  The information contained on or connected to the Company’s Internet Website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that the Company files with or furnishes to the Securities and Exchange Commission.

 

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ITEM 11.               EXECUTIVE COMPENSATION

The information required by this item will be included in the Company’s proxy statement to be filed for the Annual Meeting of Stockholders to be held on January 19, 2006, under the captions “Executive Compensation” and “Compensation of Directors” and is incorporated herein by reference.

ITEM 12.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

 

The information required by this item as to security ownership by certain beneficial owners and management will be included in the Company’s proxy statement to be filed for the Annual Meeting of Stockholders to be held on January 19, 2006, under the caption “Ownership of the Company’s Securities” and is incorporated herein by reference.  The information required by this item as to securities authorized for issuance under equity compensation plans also will be included in said proxy statement under the caption “Equity Compensation Plan Information” and also is incorporated herein by reference.

ITEM 13.               CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item will be included in the Company’s proxy statement to be filed for the Annual Meeting of Stockholders to be held on January 19, 2006, under the caption “Related Transactions” and is incorporated herein by reference.

ITEM 14.               PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be included in the Company’s proxy statement to be filed for the Annual Meeting of Stockholders to be held on January 19, 2006, under the caption “Independent Registered Public Accounting Firm’s Fees and Services” and is incorporated herein by reference.

PART IV

ITEM 15.                                              EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K

(a)             Documents filed as part of this report:

1.                                       Consolidated Financial Statements (See Item 8):

2.                                       All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are inapplicable or the information is included in the Consolidated Financial Statements, and therefore, have been omitted.

The Financial Statements of Family Dollar Stores, Inc., (Parent Company) are omitted because the registrant is primarily a holding company and all subsidiaries included in the consolidated financial statements being filed, in the aggregate, do not have minority equity and/or indebtedness to any person other than the registrant or its consolidated subsidiaries in amounts which together exceed 5 percent of the total assets as shown by the most recent year-end consolidated balance sheet.

3.                                       The Exhibits listed below in item (b).

(b)             The accompanying Index to Exhibits is incorporated herein by reference.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

FAMILY DOLLAR STORES, INC.

 

 

(Registrant)

 

 

 

 

 

 

 

 

Date

November 2, 2005

By

/s/

Howard R. Levine

 

 

 

 

Howard R. Levine

 

 

 

 

Chairman of the Board

 

 

 

 

(Chief Executive Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Howard R. Levine

 

Chairman of the Board, Chief Executive Officer and Director

 

November 2, 2005

Howard R. Levine

 

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ R. James Kelly

 

Vice Chairman and Chief Financial Officer
(Principal Financial Officer)

 

November 2, 2005

R. James Kelly

 

 

 

 

 

 

 

 

/s/ C. Martin Sowers

 

Senior Vice President-Finance

 

November 2, 2005

C. Martin Sowers

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

/s/ Mark R. Bernstein

 

Director

 

November 2, 2005

Mark R. Bernstein

 

 

 

 

 

 

 

 

 

/s/ Sharon Allred Decker

 

Director

 

November 2, 2005

Sharon Allred Decker