UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  May 25, 2011


Dollar General Corporation

(Exact name of registrant as specified in its charter)


Tennessee

001-11421

61-0502302

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


100 Mission Ridge

Goodlettsville, Tennessee

 

37072

(Address of principal executive offices)

  (Zip Code)


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

 

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 2.02          RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On June 1, 2011, Dollar General Corporation (the “Company”) issued a news release regarding results of operations and financial condition for the first quarter ended April 29, 2011. The news release is attached hereto as Exhibit 99.

ITEM 5.07          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Annual Meeting of the Company’s Shareholders (the “Annual Meeting”) was held on May 25, 2011. The following are the final voting results on proposals considered and voted upon by shareholders, all of which are described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed April 5, 2011 (the “Proxy Statement”).

The following individuals were elected to serve as directors of the Company.  Votes were cast as follows:


Name
  Votes
For
  Votes
Withheld
  Broker Non-
Votes
Raj Agrawal 278,353,842 51,302,656 3,182,972
Warren F. Bryant 321,060,572 8,595,926 3,182,972
Michael M. Calbert 275,181,143 54,475,355 3,182,972
Richard W. Dreiling 312,776,320 16,880,178 3,182,972
Adrian Jones 278,353,329 51,303,169 3,182,972
William C. Rhodes, III 321,059,552 8,596,946 3,182,972
David B. Rickard 328,723,574 932,924 3,182,972

The compensation of the Company’s named executive officers was approved on an advisory basis. Votes were cast as follows:

Votes
For
  Votes
Against
  Votes
Abstaining
  Broker Non-Votes
318,057,340 11,527,743 71,415 3,182,972

The Company’s shareholders selected, on an advisory basis, 3 years as the frequency on which future advisory votes shall be held on the compensation of the Company’s named executive officers. Votes were cast as follows:

1 Year   2 Years   3 Years   Votes Abstaining   Broker Non-Votes
62,327,205 46,373 267,223,678 59,242 3,182,972

In light of this recommendation from the Company’s shareholders, which is consistent with the Board of Directors’ voting recommendation as described in the Proxy Statement, the Company has determined that it will include an advisory shareholder vote on executive compensation in the Company’s proxy materials every 3 years until the next required advisory vote on the frequency of future advisory votes on executive compensation, which will occur no later than the Company’s Annual Meeting of Shareholders in 2017.


The appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2011 was ratified.  Votes were cast as follows:

Votes
For
  Votes
Against
  Votes
Abstaining
331,942,086 756,298 141,086

ITEM 7.01          REGULATION FD DISCLOSURE.

The information set forth in Item 2.02 above is incorporated herein by reference. The news release also sets forth statements regarding the Company’s outlook, information regarding the Company’s planned conference call, and certain other matters.

ITEM 9.01          FINANCIAL STATEMENTS AND EXHIBITS.

    (a)          Financial statements of businesses acquired.  N/A
    (b)          Pro forma financial information.  N/A
    (c)          Shell company transactions.  N/A
    (d)          Exhibits.  See Exhibit Index immediately following the signature page hereto.


2

SIGNATURE

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

 

Date:

June 1, 2011

DOLLAR GENERAL CORPORATION

 
 
 

By:

 

/s/ Susan S. Lanigan

 

Susan S. Lanigan

Executive Vice President and General Counsel


3

EXHIBIT INDEX

Exhibit No.

 

Description

 

99

News release dated June 1, 2011 regarding fiscal 2011 first quarter financial results


4

Exhibit 99

Dollar General Reports Record First Quarter 2011 Sales and Earnings

GOODLETTSVILLE, Tenn.--(BUSINESS WIRE)--June 1, 2011--Dollar General Corporation (NYSE: DG) today reported financial results for its fiscal 2011 first quarter (13 weeks) ended April 29, 2011. The Company’s net income increased by 15 percent to $157 million, or $0.45 per diluted share, in the 2011 first quarter, compared to net income of $136 million, or $0.39 per diluted share, in the 2010 first quarter. Adjusted net income increased 14 percent to $166 million, or $0.48 per diluted share, in the 2011 first quarter, compared to $145 million, or $0.42 per diluted share, in the 2010 first quarter.

“Dollar General is off to a great start in 2011,” said Rick Dreiling, chairman and chief executive officer. “Our first quarter sales exceeded our expectations with strong same-store sales growth of 5.4 percent. As I look back on the first quarter, we maintained our focus on serving our customers and worked to hold the line where we reasonably could when it came to raising prices in an environment of rising commodity and fuel costs. Our customers are depending on Dollar General more than ever for consistent value and convenience.

“In spite of expected gross margin headwinds, we remain well positioned to deliver on our financial outlook for fiscal 2011 as we invest for the long-term health of the Company,” Dreiling said.

First Quarter 2011 Financial Results

Sales increased 10.9 percent to $3.45 billion in the 2011 first quarter compared to $3.11 billion in the 2010 first quarter. Same-store sales increased 5.4 percent in the 2011 quarter and 6.7 percent in the 2010 quarter, with customer traffic and average transaction amount contributing to the same-store sales increases in both periods.

The Company’s gross profit rate decreased by 63 basis points to 31.5 percent of sales in the 2011 first quarter from 32.1 percent of sales in the 2010 first quarter. Rising commodity costs resulted in a LIFO charge of $3.6 million (10 basis points) in the 2011 period. Higher markdowns, primarily related to the reduction of winter home and apparel merchandise, had the most significant impact on the gross profit rate decrease. In addition, a shift in sales mix to more consumables, which generally have a lower gross profit rate, and higher transportation costs, resulting from increased fuel rates, contributed to the gross profit rate decrease. A lower inventory shrink rate and improved distribution efficiencies partially offset these decreases.

Selling, general and administrative expenses (“SG&A”) were $766 million, or 22.2 percent of sales, in the quarter, a decrease of 60 basis points from last year’s quarter. SG&A in the 2011 quarter includes $13 million relating to the expected settlement of two legal matters and SG&A in the 2010 quarter includes expenses totaling $15 million relating to a secondary offering of the Company’s common stock by certain existing shareholders. Excluding these items, SG&A decreased by 50 basis points. As a percentage of total sales, retail labor costs represented the most significant decrease, followed by advertising expense and repairs and maintenance. Increased sales and the impact of other cost reduction initiatives also contributed to the decrease. Increased depreciation expense, primarily relating to new store fixtures and equipment, partially offset the SG&A improvements.


Operating profit increased by 11 percent to $322 million in the 2011 first quarter from $291 million in the 2010 period. Operating profit, as a percentage of sales, was 9.3 percent in both years. First quarter 2011 adjusted operating profit increased by nine percent to $335 million, or 9.7 percent of sales, from $306 million, or 9.8 percent of sales, in the 2010 period.

Interest expense was $66 million in the 2011 first quarter compared to $72 million in the 2010 first quarter due to lower average outstanding borrowings resulting from the Company’s repurchases of long-term obligations and lower interest rates.

The effective income tax rate for the 2011 quarter was 38.1 percent compared to a rate of 37.8 percent for the 2010 quarter.

Merchandise Inventories

As of April 29, 2011, total merchandise inventories, at cost, were $1.77 billion compared to $1.60 billion as of April 30, 2010. On a per-store basis, merchandise inventories increased by four percent. Inventory turns, based on the most recent four quarters, were 5.2 times. The Company made significant progress in managing inventory growth since the end of the 2010 fiscal year. Reducing per-store inventory levels remains a high priority even as the Company seeks to improve store in-stock levels.

Long-Term Obligations

In April 2011, the Company repurchased $25 million of its 10-5/8% Senior Notes (“senior notes”) in the open market. As of April 29, 2011, outstanding long-term obligations, including the current portion, were $3.26 billion, a decrease of $140 million from the prior year. The repurchase in the first quarter resulted in a loss of $2.2 million consisting of the premium paid and other related costs.

Capital Expenditures

Total additions to property and equipment in the 2011 first quarter were $92 million. Additions included $40 million for upgrades, remodels and relocations of existing stores, $22 million relating to new leased stores, $17 million for stores purchased or built by the Company, $7 million for distribution and transportation improvements and $6 million for information system upgrades and technology-related projects. During the quarter, the Company opened 139 new stores and relocated or remodeled 184 stores.

2011 Financial Outlook

The volatility of the macroeconomic environment continues to pressure the consumer and is impacting the Company’s cost of purchasing and delivering merchandise to its stores. The Company continues to closely monitor customers’ responses to both the economic and competitive climates.

For the 53-week fiscal year ending February 3, 2012 (“fiscal 2011”), the Company expects total sales to increase 11 to 13 percent, including sales in the 53 rd week which are expected to be approximately 200 basis points of the total increase. Same-store sales, based on a comparable 52-week period, are expected to increase 3 to 5 percent. Adjusted operating profit for the 2011 53-week period is expected to increase 14 to 16 percent over the 2010 52-week adjusted operating profit, driven by increased sales and expense management. The Company believes the gross margin trends it experienced in the 2011 first quarter will continue through the second quarter.

The Company expects full year interest expense to be in the range of $215 million to $225 million. The Company intends to redeem the remainder of its senior notes on or following the first scheduled call date in July 2011. Total repurchases in 2011, including $25 million redeemed in April, are expected to result in total pretax non-operating losses for the year of approximately $60 million.

Diluted earnings per share (“EPS”) for the 53-week fiscal year, adjusted to exclude any losses and the related income tax effect resulting from redemption of the senior notes, is expected to be approximately $2.20 to $2.30, based on 346 million weighted average diluted shares. The full year 2011 effective tax rate is expected to be approximately 38 percent. The 53 rd week is expected to contribute approximately $0.06 per diluted share.


The Company plans to open approximately 625 new stores and to remodel or relocate a total of approximately 550 stores in 2011. Capital expenditures are expected to be in the range of $550 million to $600 million. Approximately 55 percent of capital spending is for investment in store growth and development, including new stores, remodels, relocations and purchases of existing store locations; approximately 25 percent is for special projects including approximately $90 million for a new distribution center in Bessemer, Alabama; the remaining 20 percent is for maintenance capital.

Conference Call Information

The Company will hold a conference call on Wednesday, June 1, 2011, at 9:00 a.m. CT/10:00 a.m. ET, hosted by Rick Dreiling, chairman and chief executive officer, and David Tehle, chief financial officer. If you wish to participate, please call (866) 710-0179 at least 10 minutes before the conference call is scheduled to begin. The pass code for the conference call is “Dollar General.” In addition, the call will be available online at www.dollargeneral.com under “Investor Information, Conference Calls and Investor Events.” A replay of the conference call will be available through Wednesday, June 15, 2011, and will be accessible online or by calling (334) 323-7226. The pass code for the replay is 48162188.

Non-GAAP Disclosure

Certain financial information provided in this press release and the accompanying tables has not been derived in accordance with generally accepted accounting principles (“GAAP”), including adjusted SG&A, adjusted operating profit, adjusted net income, adjusted diluted EPS, EBITDA, and adjusted EBITDA. Reconciliations of these non-GAAP measures to the most directly comparable measures calculated in accordance with GAAP are provided in the accompanying schedules. Non-GAAP information should not be considered a substitute for any information derived or calculated in accordance with GAAP.

The Company believes that providing comparisons to operating profit, net income, diluted earnings per share and SG&A, adjusted for the items shown in the accompanying reconciliations, provides useful information to the reader in assessing the Company’s operating performance. Adjusted SG&A and adjusted operating profit in the 2011 first quarter exclude pretax charges totaling $13.1 million relating to the expected settlements of the two legal matters discussed in this release. Adjusted SG&A and adjusted operating profit in the 2010 first quarter exclude pretax charges totaling $15.0 million relating to administrative expenses and the acceleration of equity appreciation rights in connection with a secondary offering during that period of the Company’s common stock by certain shareholders (“secondary offering”). In addition to the non-GAAP adjustments to SG&A and operating profit discussed herein and the related income tax effect of these adjustments, adjusted net income and adjusted diluted EPS exclude a $2.2 million loss ($1.3 million loss, net of income taxes) in the 2011 first quarter resulting from the repurchase of long-term obligations.

Full year earnings and operating profit guidance for fiscal 2011 are based on adjusted net income and adjusted operating profit. For 2011, these non-GAAP financial measures exclude the impact of the $13.1 million ($8.0 million, net of income taxes) expected legal settlements mentioned above, the $2.2 million loss ($1.3 million loss, net of income taxes) in the first quarter resulting from the repurchase of long-term obligations and any future losses on debt repurchases in the year, as well as any expenses which might result from additional secondary offerings, if any. Adjusted operating profit in 2010 excluded pretax charges totaling $19.7 million ($12.5 million, net of income taxes) relating to administrative expenses and the acceleration of equity appreciation rights in connection with two secondary offerings. In addition to these expenses and their related income tax effect, adjusted net income and adjusted diluted EPS for 2010 exclude losses of $14.6 million ($8.8 million, net of income taxes) resulting from repurchases of long-term obligations.

The Company believes that the presentation of EBITDA and adjusted EBITDA is appropriate to provide additional information about the calculation of the senior secured incurrence test, a material financial ratio in the Company’s credit agreements. Adjusted EBITDA is a material component of that ratio.


The non-GAAP measures discussed above are not measures of financial performance or condition, liquidity or profitability in accordance with GAAP, and should not be considered as alternatives to net income, operating income, cash flows from operations or any other performance measures determined in accordance with GAAP. Additionally, EBITDA and adjusted EBITDA are not intended to be measures of free cash flow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments, debt service requirements and replacement of fixed assets. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of the Company’s financial results as reported under GAAP.

Forward-Looking Statements

This press release contains forward-looking information, such as the information in the section entitled “2011 Financial Outlook” and other statements regarding our fiscal 2011 outlook and intentions. A reader can identify forward-looking statements because they are not limited to historical fact or they use words such as “may,” “should,” “could,” “believe,” “anticipate,” “project,” “plan,” “schedule,” “on track,” “expect,” “estimate,” “objective,” “forecast,” “goal,” “focus,” “intend,” “committed,” “continue,” or “will likely result,” and similar expressions that concern our strategy, plans, intentions or beliefs about future occurrences or results. These matters involve risks, uncertainties and other factors that may cause the actual performance of the Company to differ materially from that we expected. We derive many of these statements from our operating budgets and forecasts, which are based on many detailed assumptions that we believe are reasonable. However, it is very difficult to predict the effect of known factors, and we cannot anticipate all factors that could affect our actual results that may be important to an investor. All forward-looking information should be evaluated in the context of these risks, uncertainties and other factors. Important factors that could cause actual results to differ materially from the expectations expressed in or implied by such forward-looking statements include, but are not limited to:


All forward-looking statements are qualified in their entirety by these and other cautionary statements that the Company makes from time to time in its other SEC filings and public communications. The Company cannot assure the reader that it will realize the results or developments the Company’s anticipates or, even if substantially realized, that they will result in the consequences or affect the Company or its operations in the way the Company expects. Forward-looking statements speak only as of the date made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which they were made. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements included herein or that may be made elsewhere from time to time by, or on behalf of, the Company.

About Dollar General Corporation

Dollar General Corporation has been delivering value to shoppers for more than 70 years. Dollar General helps shoppers Save time. Save money. Every day!(R) by offering products that are frequently used and replenished, such as food, snacks, health and beauty aids, cleaning supplies, basic apparel, house wares and seasonal items at low everyday prices in convenient neighborhood locations. With over 9,500 stores in 35 states, Dollar General has more retail locations than any retailer in America. In addition to high quality private brands, Dollar General sells products from America's most-trusted manufacturers such as Procter & Gamble, Kimberly-Clark, Unilever, Kellogg's, General Mills, Nabisco, Hanes, PepsiCo and Coca-Cola. Learn more about Dollar General at www.dollargeneral.com .


 
 
 
 
 
 
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
       
(Unaudited)
April 29, April 30, January 28,
2011   2010   2011
ASSETS
Current assets:
Cash and cash equivalents $ 602,463 $ 222,709 $ 497,446
Merchandise inventories 1,767,121 1,604,754 1,765,433
  Prepaid expenses and other current assets     137,313       111,115       104,946  
  Total current assets     2,506,897       1,938,578       2,367,825  
Net property and equipment     1,562,596       1,360,868       1,524,575  
Goodwill     4,338,589       4,338,589       4,338,589  
Intangible assets, net     1,251,289       1,276,173       1,256,922  
Other assets, net     55,493       62,868       58,311  
Total assets   $ 9,714,864     $ 8,977,076     $ 9,546,222  
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations $ 1,039 $ 3,547 $ 1,157
Accounts payable 933,710 789,274 953,641
Accrued expenses and other 380,422 332,251 347,741
Income taxes payable 32,217 34,686 25,980
  Deferred income taxes     39,842       46,282       36,854  
  Total current liabilities     1,387,230       1,206,040       1,365,373  
Long-term obligations     3,262,597       3,399,887       3,287,070  
Deferred income taxes     606,071       540,010       598,565  
Other liabilities     230,043       277,989       231,582  
Total liabilities     5,485,941       5,423,926       5,482,590  
 
Commitments and contingencies
 
Redeemable common stock     9,267       16,624       9,153  
 
Shareholders' equity:
Preferred stock - - -
Common stock 298,844 298,371 298,819
Additional paid-in capital 2,948,506 2,928,855 2,945,024
Retained earnings 987,901 339,071 830,932
  Accumulated other comprehensive loss     (15,595 )     (29,771 )     (20,296 )
  Total shareholders' equity     4,219,656       3,536,526       4,054,479  
Total liabilities and shareholders' equity   $ 9,714,864     $ 8,977,076     $ 9,546,222  

 
 
 
 
 
 
 
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)
         
For the Quarter (13 Weeks) Ended
April 29, % of Net April 30, % of Net
2011   Sales   2010   Sales
Net sales $ 3,451,697 100.00 % $ 3,111,314 100.00 %
Cost of goods sold     2,364,300     68.50       2,111,558     67.87  
Gross profit 1,087,397 31.50 999,756 32.13
Selling, general and administrative expenses     765,779     22.19       709,033     22.79  
Operating profit 321,618 9.32 290,723 9.34
Interest income (19 ) (0.00 ) (6 ) (0.00 )
Interest expense 65,591 1.90 72,018 2.31
Other (income) expense     2,272     0.07       145     0.00  
Income before income taxes 253,774 7.35 218,566 7.02
Income tax expense     96,805     2.80       82,570     2.65  
Net income   $ 156,969     4.55 %   $ 135,996     4.37 %
 
Earnings per share:
Basic $ 0.46 $ 0.40
Diluted $ 0.45 $ 0.39
Weighted average shares outstanding:
Basic 341,522 340,819
Diluted 345,393 344,397

 
 
 
 
 
 
 
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
        For the Quarter (13 Weeks) Ended
April 29,   April 30,
2011   2010
Cash flows from operating activities:
Net income $ 156,969 $ 135,996

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

Depreciation and amortization 67,486 63,252
Deferred income taxes 7,393 10,029
Tax benefit of stock options (434 ) (4,806 )
Loss on debt retirement 2,167 -
Non-cash share-based compensation 3,519 4,979
Other non-cash gains and losses 4,574 1,633
Change in operating assets and liabilities:
Merchandise inventories (5,275 ) (85,176 )
Prepaid expenses and other current assets (32,369 ) (13,503 )
Accounts payable (25,922 ) (36,954 )
Accrued expenses and other 38,810 (26,722 )
Income taxes 6,671 42,510
      Other     (17 )     (26 )
Net cash provided by operating activities     223,572       91,212  
 
Cash flows from investing activities:
Purchases of property and equipment (91,958 ) (90,998 )
  Proceeds from sale of property and equipment     367       258  
Net cash used in investing activities     (91,591 )     (90,740 )
 
Cash flows from financing activities:
Issuance of common stock 165 285
Repayments of long-term obligations (27,151 ) (463 )

Repurchases of common stock and settlement of equity awards, net of employee taxes paid

(412 ) (4,467 )
  Tax benefit of stock options     434       4,806  
Net cash provided by (used in) financing activities     (26,964 )     161  
 
Net increase in cash and cash equivalents 105,017 633
Cash and cash equivalents, beginning of period     497,446       222,076  
Cash and cash equivalents, end of period   $ 602,463     $ 222,709  
 
Supplemental cash flow information:
Cash paid for:
Interest $ 41,386 $ 28,394
Income taxes $ 82,664 $ 51,713
Supplemental schedule of non-cash investing and financing activities:

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

$ 35,649 $ 25,669

 
 
 
 
 
 
 
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Selected Additional Information
(Unaudited)
     
 
Sales by Category (in thousands)
 
For the Quarter (13 Weeks) Ended
April 29, 2011   April 30, 2010   % Change
 
Consumables $ 2,529,070 $ 2,231,500 13.3 %
Seasonal 457,057 430,051 6.3 %
Home products 234,208 224,867 4.2 %
Apparel   231,362     224,896     2.9 %
Net sales $ 3,451,697   $ 3,111,314     10.9 %
 
 
 
 
Store Activity
 
For the Quarter (13 Weeks) Ended
April 29, 2011   April 30, 2010
 
Beginning store count 9,372 8,828
New store openings 139 155
Store closings   (15 )   (18 )
Net new stores   124     137  
Ending store count   9,496     8,965  
Total selling square footage (000's)   68,131     63,679  
Growth rate   7.0 %   6.9 %

 
 
 
 
 
 
 
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Reconciliation of Non-GAAP Financial Measures
Adjusted Selling, General & Administrative Expenses, Adjusted Operating Profit,
Adjusted Net Income and Adjusted Diluted Earnings Per Share
(in millions, except per share amounts)
             
 
For the Quarter (13 Weeks) Ended
April 29, 2011 April 30, 2010 Increase
$   % of Net Sales   $   % of Net Sales $   %
 
Net sales   $ 3,451.7         $ 3,111.3       $ 340.4 10.9 %
 
Selling, general and administrative expenses $ 765.8 22.19 % $ 709.0 22.79 % $ 56.7 8.0 %
Litigation settlements (13.1 ) -
Secondary offering expenses - (0.7 )
  Acceleration of equity-based compensation     -           (14.3 )    
Adjusted selling, general and administrative expenses   $ 752.7     21.81 %   $ 694.0     22.31 % $ 58.7 8.5 %
 
Operating profit $ 321.6 9.32 % $ 290.7 9.34 % $ 30.9 10.6 %
Litigation settlements 13.1 -
Secondary offering expenses - 0.7
  Acceleration of equity-based compensation     -           14.3      
Adjusted operating profit   $ 334.7     9.70 %   $ 305.8     9.83 % $ 28.9 9.5 %
 
Net income $ 157.0 4.55 % $ 136.0 4.37 % $ 21.0 15.4 %
Litigation settlements 13.1 -
Secondary offering expenses - 0.7
Acceleration of equity-based compensation - 14.3
  Repurchase of long-term obligations     2.2           -      
  Total adjustments     15.3           15.0      
  Income tax effect of adjustments     (6.0 )         (5.6 )    
  Net adjustments     9.3           9.4      
Adjusted net income   $ 166.3     4.82 %   $ 145.4     4.67 % $ 20.9 14.4 %
 
Diluted earnings per share:
As reported $ 0.45 $ 0.39
Adjusted $ 0.48 $ 0.42
 
Weighted average diluted shares outstanding 345.4 344.4
 
 
 
For the Year (52 Weeks) Ended
January 28, 2011
$   % of Net Sales
 
Net sales   $ 13,035.0      
 
Selling, general and administrative expenses $ 2,902.5 22.27 %
Secondary offering expenses (1.1 )
  Acceleration of equity-based compensation     (18.6 )    
Adjusted selling, general and administrative expenses   $ 2,882.8     22.12 %
 
Operating profit $ 1,274.1 9.77 %
Secondary offering expenses 1.1
  Acceleration of equity-based compensation     18.6      
Adjusted operating profit   $ 1,293.8     9.93 %
 
Net income $ 627.9 4.82 %
Secondary offering expenses 1.1
Acceleration of equity-based compensation 18.6
  Repurchase of long-term obligations     14.6      
  Total adjustments     34.3      
  Income tax effect of adjustments     (13.0 )    
  Net adjustments     21.3      
Adjusted net income   $ 649.2     4.98 %
 
Diluted earnings per share:
As reported $ 1.82
Adjusted $ 1.88
 
Weighted average diluted shares outstanding 344.8

 
 
 
 
 
 
 
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Reconciliation of Non-GAAP Financial Measures
RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA
(In millions)
         
Quarter (13 Weeks) Ended Four Quarters (52 Weeks) Ended
April 29, April 30, April 29, April 30,
2011   2010   2011   2010
 
Net income $ 157.0 $ 136.0 $ 648.9 $ 392.4
Add (subtract):
Interest income (0.0 ) (0.0 ) (0.2 ) (0.0 )
Interest expense 65.6 72.0 267.7 328.4
Depreciation and amortization 64.3 60.1 246.5 240.6
Income taxes   96.8       82.6       371.3       244.2  
EBITDA   383.7       350.7       1,534.2       1,205.6  
 
Adjustments:
Loss on debt retirements 2.2 - 16.8 55.3
(Gain) loss on hedging instruments 0.1 0.1 0.4 (0.1 )

Impact of markdowns related to inventory clearance activities, net of purchase accounting adjustments

- - - (3.8 )
Advisory and consulting fees to affiliates - 0.1 - 62.0
Non-cash expense for share-based awards 3.5 6.1 13.4 21.9
Litigation settlement and related costs, net 13.1 - 13.1 -
Indirect costs related to merger and stock offering - 0.8 0.5 7.0
Other non-cash charges (including LIFO)   5.5       1.8       15.2       7.9  
Total Adjustments   24.4       8.9       59.4       150.2  
Adjusted EBITDA $ 408.1     $ 359.6     $ 1,593.6     $ 1,355.8  

 
 
 
 
 
 
 
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Reconciliation of Non-GAAP Financial Measures
(Dollars in millions)
     
 
Senior Secured Incurrence Test
 
April 29, April 30,
2011 2010
Senior secured debt $ 1,984.0 $ 1,985.9
Less: cash   602.5   222.7
Senior secured debt, net of cash $ 1,381.5 $ 1,763.2
Adjusted EBITDA $ 1,593.6 $ 1,355.8

Ratio of senior secured debt, net of cash, to Adjusted EBITDA

0.9x 1.3x
 
 
 
Calculation of Ratio of Long-Term Obligations to Adjusted EBITDA
 
April 29, April 30,
2011 2010
Total long-term obligations $ 3,263.6 $ 3,403.4
Adjusted EBITDA $ 1,593.6 $ 1,355.8
Ratio of long-term obligations to Adjusted EBITDA 2.0x 2.5x
 
 
 
Calculation of Ratio of Long-Term Obligations, net of Cash, to Adjusted EBITDA
 
April 29, April 30,
2011 2010
Total long-term obligations $ 3,263.6 $ 3,403.4
Less: cash   602.5   222.7
Total long-term obligations, net of cash $ 2,661.1 $ 3,180.7
Adjusted EBITDA $ 1,593.6 $ 1,355.8

Ratio of long-term obligations, net of cash, to Adjusted EBITDA

1.7x 2.3x
 
 
 

CONTACT:
Dollar General Corporation
Investor Contacts:
Mary Winn Gordon, 615-855-5536
Emma Jo Kauffman, 615-855-5525
or
Media Contact:
Tawn Earnest, 615-855-5209