Filed by Bowne Pure Compliance
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 29, 2008
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 000-23314
(TRACTOR SUPPLY COMPANY LOGO)
TRACTOR SUPPLY COMPANY
(Exact Name of Registrant as Specified in Its Charter)
     
Delaware   13-3139732
     
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer Identification No.)
     
200 Powell Place, Brentwood, Tennessee   37027
     
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s Telephone Number, Including Area Code: (615) 440-4000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o
(Do not check if a smaller reporting company)
  Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) YES o NO þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
     
Class   Outstanding at April 26, 2008
Common Stock, $.008 par value   37,353,168
 
 

 

 


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EXPLANATORY NOTE
Overview
This Amendment No. 1 to the Quarterly Report on Form 10-Q amends and restates items identified below with respect to the Form 10-Q for the period ended March 29, 2008 filed by Tractor Supply Company (the “Company”) with the Securities and Exchange Commission (the “SEC”) on May 6, 2008 (the “Original Filing”). The purpose of this amendment is to amend and restate the previously issued unaudited consolidated balance sheet, statement of operations and statement of cash flows included in the Original Filing for the reasons described below and in Note 2 to the financial statements included in Item 1 (Financial Statements) included herein. Other than as set forth below, the items of the Original Filing continue to speak as of the date of the original filing date thereof, and the disclosures relating to such items are not being updated.
We encourage any user of this filing to review our current filings for the most accurate current information. This Amendment is being filed as a corrected historical document.
This Amendment amends and restates the information in Item 1 (Financial Statements), Item 2 (Management’s Discussion and Analysis) and Item 4 (Controls and Procedures) of the Original Filing. This Amendment continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the date of the Original Filing, or to modify or update those disclosures affected by subsequent events. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that have occurred or facts that have become known to us after the date of the Original Filing, and such forward-looking statements should be read in their historical context. This Amendment should be read in conjunction with the Company’s filings made with the SEC subsequent to the Original Filing, including any amendments to those filings.
Background
We use the last-in, first out (“LIFO”) method of inventory costing. Quarterly inventory determinations under the LIFO method are based on assumptions as to projected year-end inventory levels and the rate of inflation for the year. We record an estimated LIFO provision each quarter and adjust the LIFO provision to the actual calculation at year-end.
We developed a new interim LIFO projection model at the beginning of fiscal 2008 in an effort to facilitate improved forecasting of both inventory mix and price inflation. At the end of fiscal 2008, an error was discovered in the LIFO projection model which resulted in an understatement of the inflation indices. As a result, the quarterly estimated LIFO reserve as of March 29, 2008 and the related charge to cost of merchandise sold for the three-month period ended March 29, 2008 was understated.
As a result of this restatement, we have identified a material weakness in internal control over financial reporting related to our process for estimating interim LIFO calculations and have concluded that our disclosure controls and procedures were not effective for the three-month period ended March 29, 2008 solely because of this restatement. We have implemented several procedures, including a correction of the projection model and expansion of management review of the interim calculations and assumptions, to remediate this weakness. See Part 1, Item 4, Controls and Procedures, for additional information regarding controls and procedures related to this material weakness.

 

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TRACTOR SUPPLY COMPANY
INDEX
         
    Page No.  
 
       
    4  
 
       
    4  
 
       
    4  
 
       
    5  
 
       
    6  
 
       
    7  
 
       
    12  
 
       
    16  
 
       
    17  
 
       
    18  
 
       
    18  
 
       
    18  
 
       
    18  
 
       
    18  
 
       
    18  
 
       
    18  
 
       
    19  
 
       
    19  
 
       
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32.1

 

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TRACTOR SUPPLY COMPANY
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
                         
    March 29,              
    2008     December 29,     March 31,  
    (Restated)     2007     2007    
    (Unaudited)             (Unaudited)  
ASSETS
                       
Current assets:
                       
Cash and cash equivalents
  $ 17,383     $ 13,700     $ 20,440  
Inventories
    746,143       635,988       722,928  
Prepaid expenses and other current assets
    43,065       41,959       32,458  
Deferred income taxes
          277       10,952  
 
                 
Total current assets
    806,591       691,924       786,778  
 
Property and equipment, net of accumulated depreciation
    345,124       332,928       305,975  
 
Goodwill
    10,258       10,258       10,258  
Deferred income taxes
    18,041       16,692       10,281  
Other assets
    6,669       6,169       7,309  
 
                 
 
                       
Total assets
  $ 1,186,683     $ 1,057,971     $ 1,120,601  
 
                 
 
                       
LIABILITIES AND STOCKHOLDERS’ EQUITY
                       
Current liabilities:
                       
Accounts payable
  $ 360,785     $ 258,346     $ 320,934  
Other accrued expenses
    98,268       115,601       110,551  
Current portion of capital lease obligations
    724       847       975  
Income taxes currently payable
          5,062       1,934  
Deferred tax liabilities
    597              
 
                 
Total current liabilities
    460,374       379,856       434,394  
 
Revolving credit loan
    102,500       55,000       53,418  
Capital lease obligations, less current maturities
    2,221       2,351       2,602  
Straight line rent liability
    32,651       30,886       25,870  
Other long-term liabilities
    24,166       24,541       18,991  
 
                 
Total liabilities
    621,912       492,634       535,275  
 
                 
 
Stockholders’ equity:
                       
Preferred stock, 40,000 shares authorized, $1.00 par value; no shares issued
                 
Common stock, 100,000,000 shares authorized; $.008 par value; 40,762,242 shares issued and 37,469,030 shares outstanding at March 29, 2008, 40,700,209 shares issued and 37,484,022 shares outstanding at December 29, 2007 and 40,343,447 shares issued and 39,929,955 shares outstanding at March 31, 2007
    326       326       323  
Additional paid-in capital
    155,606       151,317       133,860  
Treasury stock, at cost, 3,293,212 shares at March 29, 2008, 3,216,187 shares at December 29, 2007 and 413,492 shares at March 31, 2007
    (152,900 )     (150,049 )     (21,332 )
Other comprehensive loss
                (26 )
Retained earnings
    561,739       563,743       472,501  
 
                 
Total stockholders’ equity
    564,771       565,337       585,326  
 
                 
 
                       
Total liabilities and stockholders’ equity
  $ 1,186,683     $ 1,057,971     $ 1,120,601  
 
                 
The accompanying notes are an integral part of this statement.

 

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TRACTOR SUPPLY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
                 
    For the fiscal three months ended  
    March 29,        
    2008     March 31,  
    (Restated)     2007    
    (Unaudited)  
 
               
Net sales
  $ 576,208     $ 559,832  
 
               
Cost of merchandise sold
    400,692       391,652  
 
           
 
               
Gross margin
    175,516       168,180  
 
               
Selling, general and administrative expenses
    163,185       147,187  
Depreciation and amortization
    14,372       12,013  
 
           
 
               
Operating income (loss)
    (2,041 )     8,980  
 
               
Interest expense, net
    1,223       925  
 
           
 
               
Income (loss) before income taxes
    (3,264 )     8,055  
 
               
Income tax expense (benefit)
    (1,260 )     3,056  
 
           
 
               
Net income (loss)
  $ (2,004 )   $ 4,999  
 
           
 
               
Net income (loss) per share — basic
  $ (0.05 )   $ 0.12  
 
           
 
               
Net income (loss) per share — diluted
  $ (0.05 )   $ 0.12  
 
           
The accompanying notes are an integral part of this statement.

 

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TRACTOR SUPPLY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
                 
    For the fiscal three months ended  
    March 29,        
    2008     March 31,  
    (Restated)     2007  
    (Unaudited)  
Cash flows from operating activities:
               
Net income (loss)
  $ (2,004 )   $ 4,999  
Adjustments to reconcile net income (loss) to net cash used in operating activities:
               
Depreciation and amortization
    14,372       12,013  
Loss on sale of property and equipment
    55       289  
Stock compensation expense
    3,151       2,663  
Deferred income taxes
    (475 )     (1,406 )
Change in assets and liabilities:
               
Inventories
    (110,155 )     (128,077 )
Prepaid expenses and other current assets
    (180 )     4,453  
Accounts payable
    102,439       91,763  
Other accrued expenses
    (17,333 )     (808 )
Income taxes currently payable
    (5,994 )     (9,616 )
Other
    856       476  
 
           
 
               
Net cash used in operating activities
    (15,268 )     (23,251 )
 
           
 
               
Cash flows from investing activities:
               
Capital expenditures
    (26,492 )     (16,411 )
Proceeds from sale of property and equipment
    12       87  
 
           
 
               
Net cash used in investing activities
    (26,480 )     (16,324 )
 
           
 
               
Cash flows from financing activities:
               
Borrowings under revolving credit agreement
    203,051       236,664  
Repayments under revolving credit agreement
    (155,551 )     (183,246 )
Tax benefit on stock option exercises
    121       462  
Principal payments under capital lease obligations
    (253 )     (296 )
Repurchase of common stock
    (2,851 )     (21,332 )
Net proceeds from issuance of common stock
    914       1,370  
 
           
 
               
Net cash provided by financing activities
    45,431       33,622  
 
           
 
               
Net increase (decrease) in cash and cash equivalents
    3,683       (5,953 )
 
               
Cash and cash equivalents at beginning of period
    13,700       26,393  
 
           
 
               
Cash and cash equivalents at end of period
  $ 17,383     $ 20,440  
 
           
 
               
Supplemental disclosures of cash flow information:
               
Cash paid during the period for:
               
Interest
  $ 1,405     $ 585  
Income taxes
    5,182       12,658  
The accompanying notes are an integral part of this statement.

 

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TRACTOR SUPPLY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Basis of Presentation:
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 29, 2007. The results of operations for the fiscal three-month periods are not necessarily indicative of results for the full fiscal year.
Our business is highly seasonal. Historically, our sales and profits have been the highest in the second and fourth fiscal quarters of each year due to the sale of seasonal products. Unseasonable weather, excessive rain, drought, and early or late frosts may also affect our sales. We believe, however, that the impact of adverse weather conditions is somewhat mitigated by the geographic dispersion of our stores.
We experience our highest inventory and accounts payable balances during the first fiscal quarter each year for purchases of seasonal products in anticipation of the spring selling season and again during the third fiscal quarter in anticipation of the winter selling season.
Note 2 — Restatement and Reclassifications:
Restatement

On January 16, 2009, management, with the concurrence of the Audit Committee of the Company’s Board of Directors, concluded that the Company’s previously issued unaudited financial statements for the three months ended March 29, 2008 contained a material misstatement and, accordingly, the related consolidated balance sheet, statement of operations and statement of cash flows have been restated. We discovered an error in the estimate of the year-end LIFO reserve and the allocation of the interim expense to cost of merchandise sold for the previously reported interim period then ended. We have corrected our accounting treatment related to the calculation and recognition of the interim LIFO provision.
The error in the Company’s calculation resulted in the Company restating certain line items in the consolidated balance sheet and statement of operations. The restatement also impacted certain line items within cash flows from operating activities, but had no effect on total cash flows from operating activities and did not impact cash flows from investing or financing activities. The impact to the consolidated balance sheet and statement of operations for the LIFO restatement is set forth in the following table:
                         
            Impact of        
    As     Restatement        
    Originally     Increase     As  
    Reported     (Decrease)     Restated  
Consolidated Balance Sheet:
                       
March 29, 2008:
                       
Inventory
  $ 747,531     $ (1,388 )   $ 746,143  
Total current assets
    807,979       (1,388 )     806,591  
Total assets
    1,188,071       (1,388 )     1,186,683  
Deferred tax liabilities
    1,133       (536 )     597  
Total current liabilities
    460,910       (536 )     460,374  
Total liabilities
    622,448       (536 )     621,912  
Retained earnings
    562,591       (852 )     561,739  
Stockholders’ equity
    565,623       (852 )     564,771  
Total liabilities and stockholders’ equity
  $ 1,188,071     $ (1,388 )   $ 1,186,683  

 

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            Impact of        
    As     Restatement        
    Originally     Increase     As  
    Reported     (Decrease)     Restated  
Consolidated Statement of Operations for the Fiscal Three Months Ended March 29, 2008:
                       
Cost of merchandise sold
  $ 399,304     $ 1,388     $ 400,692  
Gross margin
    176,904       (1,388 )     175,516  
Operating loss
    (653 )     (1,388 )     (2,041 )
Loss before income taxes
    (1,876 )     (1,388 )     (3,264 )
Income tax benefit
    (724 )     (536 )     (1,260 )
Net loss
    (1,152 )     (852 )     (2,004 )
Net loss per share:
                       
Basic
  $ (0.03 )   $ (0.02 )   $ (0.05 )
 
                 
Diluted
  $ (0.03 )   $ (0.02 )   $ (0.05 )
 
                 
Reclassifications
Certain amounts in previously issued financial statements have been reclassified to conform to the fiscal 2008 presentation. Cash balances in our bank concentration account at March 31, 2007 have been reclassified and netted against the related book overdraft included in accounts payable in the Consolidated Balance Sheets.
Note 3 — Inventories:
Inventories are stated using the lower of last-in, first-out (LIFO) cost or market. Inventories are not in excess of market value. Quarterly inventory determinations under LIFO are based on assumptions as to projected inventory levels at the end of the fiscal year, sales for the year and the expected rate of inflation/deflation for the year. If the first-in, first-out (FIFO) method of accounting for inventory had been used, inventories would have been approximately $28.4 million, $25.5 million and $21.6 million higher than reported at March 29, 2008, December 29, 2007 and March 31, 2007, respectively.
Note 4 — Property and Equipment:
Property and equipment is comprised as follows:
                         
    March 29,     December 29,     March 31,  
    2008     2007     2007  
Land
  $ 25,411     $ 23,151     $ 21,805  
Buildings and improvements
    291,154       279,313       252,159  
Furniture, fixtures and equipment
    180,318       175,941       151,288  
Computer software and hardware
    64,835       61,732       48,520  
Construction in progress
    14,448       10,006       15,473  
 
                 
 
    576,166       550,143       489,245  
Accumulated depreciation and amortization
    (231,042 )     (217,215 )     (183,270 )
 
                 
 
  $ 345,124     $ 332,928     $ 305,975  
 
                 
Note 5 — Share-Based Compensation:
Pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payments” (“SFAS 123(R)”), we recognize compensation expense for share-based payments based on the fair value of the awards. Share-based payments include stock option grants and certain transactions under our other stock plans. SFAS 123(R) requires share-based compensation expense to be based on the following: a) grant date fair value estimated in accordance with the original provisions of SFAS 123 for unvested options granted prior to the adoption of SFAS 123(R); b) grant date fair value estimated in accordance with the provisions of SFAS 123(R) for all share-based payments granted subsequent to adoption; and c) the discount on shares sold to employees subsequent to adoption, which represents the difference between the grant date fair value and the employee purchase price. For the first quarter of fiscal 2008 and 2007, share-based compensation expense lowered pre-tax income by $3.2 million and $2.7 million, respectively. The benefits of tax deductions in excess of recognized compensation expense are reported as a financing cash flow.

 

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Under SFAS 123(R), forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.
Stock Incentive Plan
Under our 2006 Stock Incentive Plan, options may be granted to officers, non-employee directors and other employees. The per share exercise price of options granted shall not be less than the fair market value of the stock on the date of grant and such options will expire no later than ten years from the date of grant. Also, the aggregate fair market value of the stock with respect to which incentive stock options are exercisable on a tax deferred basis for the first time by an individual in any calendar year may not exceed $100,000. Vesting of options commences at various anniversary dates following the dates of grant.
The fair value of each option grant is separately estimated for each vesting date. The fair value of each option is recognized as compensation expense ratably over the vesting period. We have estimated the fair value of all stock option awards as of the date of the grant by applying a modified Black-Scholes pricing valuation model. The application of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense, including expected stock price volatility.
The following summarizes information concerning stock option grants during the first quarter of fiscal 2008 and 2007:
                 
    Three months ended  
    March 29,     March 31,  
    2008     2007  
 
               
Stock options granted
    556,874       414,850  
Weighted average exercise price
  $ 38.41     $ 46.17  
Weighted average fair value
  $ 14.56     $ 19.41  
The weighted average key assumptions used in determining the fair value of options granted in the three months ended March 29, 2008 and March 31, 2007 are as follows:
                 
    Three months ended  
    March 29,     March 31,  
    2008     2007  
 
               
Expected price volatility
    38.5 %     41.6 %
Risk-free interest rate
    2.9 %     4.7 %
Weighted average expected lives in years
    4.9       4.7  
Forfeiture rate
    5.9 %     6.0 %
Dividend yield
    0.0 %     0.0 %
As of March 29, 2008, total unrecognized compensation expense related to non-vested stock options and restricted stock units was $22,054,429 with a weighted average expense recognition period of 1.69 years.
Restricted Stock Units
During the first quarter of 2008, we issued 72,855 restricted stock units which vest over a three-year term and had a grant date fair value of $38.39. During the first quarter of 2007, we issued 59,500 restricted stock units which vest over a three-year term and had a grant date fair value of $46.17.

 

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Employee Stock Purchase Plan
We have an Employee Stock Purchase Plan (the “ESPP”) whereby all our employees have the opportunity to purchase, through payroll deductions, shares of common stock at a 15% discount. Pursuant to the terms of the ESPP, we issued 13,005 and 11,503 shares of common stock during the first quarter of fiscal 2008 and 2007, respectively. Total stock compensation expense related to the ESPP was approximately $122,000 and $113,000 during the first fiscal quarter of 2008 and 2007, respectively. At March 29, 2008, there were 3,286,398 shares of common stock reserved for future issuance under the ESPP.
There were no significant modifications to our share-based compensation plans during the three months ended March 29, 2008.
Note 6 — Net Income Per Share:
We present both basic and diluted earning per share (“EPS”) on the face of the consolidated statements of operations. As provided by SFAS 128 “Earnings per Share”, basic EPS is calculated as income available to common stockholders divided by the weighted average number of shares outstanding during the period. Diluted EPS is calculated using the weighted average outstanding common shares and the treasury stock method for options and warrants.
Net income per share is calculated as follows (in thousands, except per share amounts):
                                                 
    Three months ended     Three months ended  
    March 29, 2008     March 31, 2007  
                    Per Share                     Per Share  
    Income     Shares     Amount     Income     Shares     Amount  
Basic net income per share:
                                               
Net income (loss)
  $ (2,004 )     37,514     $ (0.05 )   $ 4,999       40,228     $ 0.12  
 
                                               
Dilutive stock options outstanding
                            855        
 
                                   
 
                                               
Diluted net income per share:
                                               
Net income (loss)
  $ (2,004 )     37,514     $ (0.05 )   $ 4,999       41,083     $ 0.12  
 
                                   
Approximately 636,000 shares related to employee and director stock options were excluded for the three months ended March 29, 2008 because such shares would have been antidilutive.
Note 7 — Credit Agreement:
We are party to a Senior Credit Facility with Bank of America, N.A., as agent for a lender group, which provides for borrowings up to $250 million (with sublimits of $75 million and $10 million for letters of credit and swingline loans, respectively). In February 2008, we exercised the Increase Option on this facility, increasing the overall capacity from $250 million to $350 million. Each of the nine lenders within our credit facility bank group participated in the increase. Simultaneously, the Credit Facility was modified to: (1) add an additional Increase Option for $150 million (subject to additional lender group commitments); (2) modify the definition of swingline committed amount from $10 million to $20 million; and (3) revise the definition of the fixed charge coverage ratio covenant to remove certain defined fixed charges. All pricing terms and the term of the facility remained the same.
The Senior Credit Facility is unsecured and matures in February 2012, with proceeds expected to be used for working capital, capital expenditures and share repurchases. Borrowings will bear interest at either the bank’s base rate or LIBOR plus an additional amount ranging from 0.35% to 0.90% per annum, adjusted quarterly based on our performance (0.50% at March 29, 2008 and March 31, 2007). We are also required to pay a commitment fee ranging from 0.06% to 0.18% per annum for unused capacity (0.10% at March 29, 2008 and March 31, 2007). The agreement requires quarterly compliance with respect to fixed charge coverage and leverage ratios.

 

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Note 8 — Treasury Stock:
We have a Board-approved share repurchase program which provides for repurchase of up to $200 million of common stock, exclusive of any fees, commissions, or other expenses related to such repurchases, through February 2010. The repurchases may be made from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions. Repurchased shares will be held in treasury. The program may be limited or terminated at any time without prior notice.
We repurchased 77,025 and 413,492 shares under the share repurchase program during the first fiscal quarter of 2008 and 2007, respectively. The total cost of the shares repurchased was $2.9 million and $21.3 million during the first quarter of fiscal 2008 and 2007, respectively. As of March 29, 2008, we had remaining authorization under the share repurchase program of $47.2 million.
Note 9 — New Accounting Pronouncements:
In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements”, (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157” (“FSP 157-2”), which amended SFAS 157 and delayed its effective date for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (that is, at least annually). FSP 157-2 defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of FSP 157-2. We adopted the remaining provisions of SFAS 157 effective December 30, 2007. The adoption of SFAS 157 did not impact our financial condition, results of operations, or cash flow. We are currently evaluating the impact that the adoption of FSP 157-2 will have on our consolidated financial statements.
In February 2007, the FASB issued statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 allows entities the option to measure eligible financial instruments at fair value as of specified dates. Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected. We adopted SFAS 159 effective December 30, 2007. The adoption of SFAS 159 did not impact our financial condition, results of operations, or cash flow.
Note 10 — Commitments and Contingencies:
Construction commitments
We had commitments for new store construction projects and a distribution center expansion project totaling approximately $18.9 million at March 29, 2008.
Litigation
We are involved in various litigation matters arising in the ordinary course of business. After consultation with legal counsel, our management expects these matters will be resolved without material adverse effect on our consolidated financial position or results of operations. Any estimated loss related to such matters has been adequately provided in accrued liabilities to the extent probable and reasonably estimable. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in circumstances relating to these proceedings.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
The following discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 29, 2007. The following discussion and analysis also contains certain historical and forward-looking information. The forward-looking statements included herein are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”). All statements, other than statements of historical facts, which address activities, events or developments that we expect or anticipate will or may occur in the future, including such things as estimated results of operations in future periods, future capital expenditures (including their amount and nature), business strategy, expansion and growth of our business operations and other such matters are forward-looking statements. These forward-looking statements may be affected by certain risks and uncertainties, any one, or a combination of which could materially affect the results of our operations. To take advantage of the safe harbor provided by the Act, we are identifying certain factors that could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written.
Our business is highly seasonal. Historically, our sales and profits have been the highest in the second and fourth fiscal quarters of each year due to the sale of seasonal products. Unseasonable weather, excessive precipitation, natural disasters, drought, and early or late frosts may also affect our sales. We believe, however, that the impact of severe weather conditions is somewhat mitigated by the geographic dispersion of our stores.
We experience our highest inventory and accounts payable balances during the first fiscal quarter each year for purchases of seasonal products in anticipation of the spring selling season and again during the third fiscal quarter in anticipation of the winter selling season.
As with any business, many aspects of our operations are subject to influences outside our control. These factors include general economic cycles affecting consumer spending, weather factors, operating factors affecting customer satisfaction, consumer debt levels, inflation, pricing and other competitive factors, the ability to attract, train and retain qualified employees, the ability to manage and fund growth and identify suitable locations and negotiate favorable lease agreements on new and relocated stores, the impact of new stores on our business, the timing and acceptance of new products in the stores, the mix of goods sold, the continued availability of favorable credit sources, capital market conditions in general, the ability to increase sales at existing stores, the ability to retain vendors, the risk of product liability and other claims, reliance on foreign suppliers, the ability to maintain and improve our management information systems and internal controls over financial reporting, potential legal proceedings, effective tax rate changes, and the seasonality of our business. We discuss in greater detail risk factors relating to our business in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 29, 2007. Forward-looking statements are based on our knowledge of our business and the environment in which we operate, but because of the factors listed above or other factors, actual results could differ materially from those reflected by any forward-looking statements. Consequently, all of the forward-looking statements made are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business and operations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

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Results of Operations
Fiscal Three Months (First Quarter) Ended March 29, 2008 and March 31, 2007
Net sales increased 2.9% to $576.2 million for the first quarter of 2008 from $559.8 million for the first quarter of 2007. Same-store sales for the period decreased 6.5%. We had one less selling day related to the shift of the Easter holiday into the first quarter of 2008. This shift resulted in a negative impact of approximately 170 basis points on first quarter same-store sales. Strong sales in our core consumable business were offset by reduced sales in discretionary and big-ticket items due to weak consumer spending coupled by a late spring. We experienced lower than anticipated sales in categories such as shortline equipment, compressors, trailers, generators and riders.
During the first quarter of 2008, we opened a total of 27 new stores compared to 22 stores in the first quarter of 2007. We relocated no stores in the first quarter of 2008 compared to seven store relocations in the first quarter of 2007. We operated 791 stores as of the end of the first quarter of 2008 compared to 698 stores as of the end of the first quarter of 2007.
The following chart indicates the average percentage of sales represented by each of our major product categories during the first quarter of fiscal 2008 and 2007:
                 
    Three months ended  
    March 29,     March 31,  
    2008     2007  
Product Category:
Livestock and pet
    41 %     37 %
Seasonal products
    19       22  
Hardware and tools
    16       17  
Clothing and footwear
    10       9  
Truck, trailer and towing
    9       9  
Agricultural
    5       6  
 
           
Total
    100 %     100 %
 
           
Gross margin increased 4.4% to $175.5 million for the first quarter of 2008 from $168.2 million for the first quarter of 2007. As a percent of sales, gross margin increased 50 basis points to 30.5% compared to 30.0% in the first quarter of 2007, primarily from enhanced product sourcing, as well as the mix of products sold which largely resulted from the reduced sales in rider and other big-ticket items (such items typically sell at a margin lower than the chain average). Additionally, we had strong markdown management in the quarter and our price optimization initiatives have begun to show some impact. These improvements were partially offset by an increased LIFO provision and higher fuel-related transportation costs.
Selling, general and administrative expenses, including depreciation and amortization, increased 240 basis points to 30.8% of sales in the first quarter of 2008 compared to 28.4% of sales in the first quarter of 2007. The increase as a percent of sales was primarily attributable to deleveraging resulting from lower than anticipated sales and increased occupancy costs.
Interest expense increased to $1.2 million in the first quarter of 2008 from $0.9 million in the first quarter of 2007, as a result of larger average amounts outstanding on the revolving credit loan, offset in part by a lower average interest rate. Our effective income tax rate increased to 38.6% in the first quarter of 2008 compared with 37.9% for the first quarter of 2007 largely due to recent increases in certain state tax rates.
As a result of the foregoing factors, net loss for the first quarter of 2008 was $2.0 million, which is a $7.0 million decrease from net income of $5.0 million in the first quarter of 2007. Net loss per diluted share was $(0.05) for the first quarter of 2008 compared to net income per diluted share of $0.12 for the first quarter of 2007.

 

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Liquidity and Capital Resources
In addition to normal operating expenses, our primary ongoing cash requirements are for store expansion and remodeling programs, including inventory purchases and capital expenditures. Our primary ongoing sources of liquidity are funds provided from operations, commitments available under our revolving credit agreement and normal trade credit.
At March 29, 2008, we had working capital of $346.2 million, a $34.1 million increase from December 29, 2007. This increase was primarily attributable to changes in the following components of current assets and current liabilities (in millions):
                         
    Mar. 29,     Dec. 29,        
    2008     2007     Variance  
Current assets:
                       
Cash and cash equivalents
  $ 17.4     $ 13.7     $ 3.7  
Inventories
    746.1       636.0       110.1  
Prepaid expenses and other current assets
    43.1       41.9       1.2  
Deferred income taxes
          0.3       (0.3 )
 
                 
 
    806.6       691.9       114.7  
 
                 
Current liabilities:
                       
Accounts payable
    360.8       258.3       102.5  
Other accrued expenses
    98.3       115.6       (17.3 )
Current portion of capital lease obligations
    0.7       0.8       (0.1 )
Income taxes currently payable
          5.1       (5.1 )
Deferred tax liabilities
    0.6             0.6  
 
                 
 
    460.4       379.8       80.6  
 
                 
Working capital
  $ 346.2     $ 312.1     $ 34.1  
 
                 
Despite the soft sales trend and negative same-store sales performance, we generated strong working capital through inventory management and an increase in our financed inventory from 43.5% to 47.0%. The increase in inventories and related increase in accounts payable resulted primarily from the purchase of additional inventory for new stores offset by a decrease in average inventory per store due to inventory management initiatives. Trade credit arises from our vendors granting extended payment terms for inventory purchases. Payment terms generally vary from 30 days to 180 days depending on the inventory product.
Operations used net cash of $15.3 million and $23.3 million in the first quarter of 2008 and 2007, respectively. The $8.0 million reduction in net cash used in 2008 compared to 2007 is due to changes in the following operating activities (in millions):
                         
    Three months ended        
    March 29,     March 31,        
    2008     2007     Variance  
Net income (loss)
  $ (2.0 )   $ 5.0     $ (7.0 )
Inventories and accounts payable
    (7.7 )     (36.3 )     28.6  
Prepaid expenses and other current assets
    (0.2 )     4.5       (4.7 )
Other accrued expenses
    (17.3 )     (0.8 )     (16.5 )
Income taxes currently payable
    (6.0 )     (9.6 )     3.6  
Other, net
    17.9       13.9       4.0  
 
                 
Net cash used in operations
  $ (15.3 )   $ (23.3 )   $ 8.0  
 
                 
The reduction in net cash used in operations in the first quarter of 2008 compared with the first quarter of 2007 is due to the timing of payments, primarily related to inventory purchases. The increase in cash used for accrued expenses was primarily due to the timing of expenses incurred and their related payment.
Investing activities used $26.5 million and $16.3 million in the first quarter of 2008 and 2007, respectively. The majority of this cash requirement relates to our capital expenditures.

 

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Capital expenditures for the first three months of fiscal 2008 and 2007 were as follows (in millions):
                 
    Three months ended  
    March 29,     March 31,  
    2008     2007  
New/relocated stores and stores not yet opened
  $ 10.2     $ 8.4  
Existing store properties acquired from lessors
    8.5        
Existing stores
    2.9       5.5  
Information technology
    3.4       1.5  
Distribution center capacity and improvements
    1.5       1.0  
 
           
 
  $ 26.5     $ 16.4  
 
           
The above table reflects 27 new stores in the first quarter of 2008, compared to 29 new/relocated stores in the first quarter of 2007.
Financing activities provided $45.4 million and $33.6 million in the first quarter of 2008 and 2007, respectively. This increase in net cash provided is largely due to a decrease in the repurchase of shares of common stock in the first quarter of 2008 compared to the first quarter of 2007. We had approximately $228.0 million available for future borrowings, net of outstanding letters of credit, under our revolving credit agreement at March 29, 2008.
We are party to a Senior Credit Facility with Bank of America, N.A., as agent for a lender group, which provides for borrowings up to $250 million (with sublimits of $75 million and $10 million for letters of credit and swingline loans, respectively). In February 2008, we exercised the Increase Option on this facility, increasing the overall capacity from $250 million to $350 million. Each of the nine lenders within our credit facility bank group participated in the increase. Simultaneously, the Credit Facility was modified to: (1) add an additional Increase Option for $150 million (subject to additional lender group commitments); (2) modify the definition of swingline committed amount from $10 million to $20 million; and (3) revise the definition of the fixed charge coverage ratio covenant to remove certain defined fixed charges. All pricing terms and the term of the facility remained the same.
The Senior Credit Facility is unsecured and matures in February 2012, with proceeds expected to be used for working capital, capital expenditures and share repurchases. Borrowings will bear interest at either the bank’s base rate or LIBOR plus an additional amount ranging from 0.35% to 0.90% per annum, adjusted quarterly based on our performance (0.50% at March 29, 2008 and March 31, 2007). We are also required to pay a commitment fee ranging from 0.06% to 0.18% per annum for unused capacity (0.10% at March 29, 2008 and March 31, 2007). The agreement requires quarterly compliance with respect to fixed charge coverage and leverage ratios.
We believe that our cash flow from operations, borrowings available under our Senior Credit Facility, and normal trade credit will be sufficient to fund our operations and capital expenditure needs, including store openings and renovations, over the next several years.
Share Repurchase Program
We have a Board-approved share repurchase program which provides for repurchase of up to $200 million of our outstanding common stock through February 2010. The repurchases may be made from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions. The program may be limited or terminated at any time without prior notice.
In the first quarter of 2008 and 2007, we repurchased 77,025 and 413,492 shares of our common stock, at a total cost of $2.9 million and $21.3 million, respectively. Repurchased shares are accounted for at cost and will be held in treasury for future issuance.

 

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Off-Balance Sheet Arrangements
Our off-balance sheet arrangements are limited to operating leases and outstanding letters of credit. Leasing buildings and equipment for retail stores and offices rather than acquiring these significant assets allows us to utilize financial capital to operate the business rather than maintain assets. Letters of credit allow us to purchase inventory in a timely manner.
We had outstanding letters of credit of $19.5 million at March 29, 2008.
Significant Contractual Obligations and Commercial Commitments
In addition to commitments related to construction for new stores, we have a remaining contractual commitment of $9.6 million for the expansion of our Waco, TX distribution center. There has been no other material change in our contractual obligations and commercial commitments other than in the ordinary course of business since the end of fiscal 2007.
Significant Accounting Policies and Estimates
Our discussion and analysis of our financial position and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make informed estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant accounting policies, including areas of critical management judgments and estimates, have primary impact on the following financial statement areas:
    Revenue recognition and sales returns
 
    Inventory valuation
 
    Stock-based compensation
 
    Self-insurance reserves
 
    Sales tax audit reserve
 
    Tax contingencies
 
    Goodwill
 
    Long-lived assets
See the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 29, 2007 for a discussion of our critical accounting policies. Our financial position and/or results of operations may be materially different when reported under different conditions or when using different assumptions in the application of such policies. In the event estimates or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have no separate investments subject to market risk, however we remain exposed to changes in interest rates primarily from our Senior Credit Facility (the “Credit Agreement”). The Credit Agreement bears interest at either the bank’s base rate (5.25% and 8.25% at March 29, 2008 and March 31, 2007, respectively) or LIBOR (2.68% and 5.32% at March 29, 2008 and March 31, 2007, respectively) plus an additional amount ranging from 0.35% to 0.90% per annum, adjusted quarterly, based on our performance (0.50% at March 29, 2008 and March 31, 2007). We are also required to pay, quarterly in arrears, a commitment fee ranging from 0.06% to 0.18% based on the daily average unused portion of the Credit Agreement (0.10% at March 29, 2008 and March 31, 2007). See Note 7 of Notes to the Consolidated Financial Statements included herein for further discussion regarding the Credit Agreement.
Although we cannot determine the full effect of inflation on our operations, we believe our sales and results of operations are affected by inflation. We are subject to market risk with respect to the pricing of certain products and services, which include, among other items, steel, grain, petroleum, corn, soybean and other commodities as well as diesel fuel and transportation services and utility costs. If the cost of these products and services continues to increase, consumer demand may fall and/or we may not be able to pass all such increases on to our customers and, as a result, sales and/or gross margins could decline. Our strategy is to reduce or mitigate the effects of inflation principally by taking advantage of vendor incentive programs, economies of scale from increased volume of purchases, increasing retail prices and selectively buying from the most competitive vendors without sacrificing quality. Due to the competitive environment, such conditions have and may continue to adversely impact our gross margin.

 

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Item 4. Controls and Procedures
Disclosure Controls and Procedures
We carried out an evaluation required by the Securities Exchange Act of 1934, as amended (the “1934 Act”), under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the 1934 Act) as of March 29, 2008. Based on this evaluation, our principal executive officer and principal financial officer initially concluded that, as of March 29, 2008, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
In connection with the amendment to our financial statements as described in the introductory Explanatory Note, we re-evaluated the effectiveness of the design and operation of the disclosure controls and procedures as of March 29, 2008. In connection therewith, we identified a material weakness in internal control over financial reporting related to LIFO inventory valuation. The actual LIFO valuation is dependent upon end-of-year inventories, specifically the quantity and mix of product and the inflation rate for the various categories of products. Since the actual valuation can only be calculated at year-end, we record an estimated LIFO provision at the end of each interim quarter. At year-end, when the key variables are known, the LIFO provision is adjusted to the actual year-end calculation.
We developed a new interim LIFO projection model at the beginning of fiscal 2008 in an effort to facilitate improved forecasting of both inventory mix and price inflation. At the end of fiscal 2008, an error was discovered in the LIFO projection model which resulted in an understatement of the inflation indices. As a result, the quarterly LIFO provision to cost of merchandise sold for the three-month period ended March 29, 2008 was understated.
We did not have a sufficient review process for the new model used to forecast expected inflation/deflation among the product categories, which led to a material misstatement of our interim financial statements for the period presented in this Form 10-Q/A.  We have determined that this is a material weakness in internal control over financial reporting. Solely as a result of this material weakness, we concluded that our disclosure controls were not effective as of March 29, 2008. In order to remediate this material weakness, we have taken the following steps:
  (1)  
Corrected the LIFO projection model to properly calculate estimated annual inflation rates and the projected end-of-year indices,
 
  (2)  
Performed additional analyses on the derivation of projected indices in each interim LIFO calculation,
 
  (3)  
Expanded the review process for all input assumptions used in each interim LIFO calculation, and
 
  (4)  
Further documented the procedures to review, approve and manage changes in the process of estimating LIFO cost for interim periods.
Changes in Internal Control over Financial Reporting
Other than as set forth in this Amendment No. 1 to Form 10-Q, there have been no changes in our internal control over financial reporting during the first fiscal quarter of 2008 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in various litigation matters arising in the ordinary course of business. After consultation with legal counsel, management expects these matters will be resolved without material adverse effect on our consolidated financial position or results of operations. Any estimated loss related to such matters has been adequately provided for in accrued liabilities to the extent probable and reasonably estimable. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in circumstances relating to these proceedings.
Item 1A. Risk Factors
There have been no material changes to our risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 29, 2007.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
We have a share repurchase program which provides for repurchase of up to $200 million of our outstanding common stock through February 2010. Stock repurchase activity during the first quarter of 2008 was as follows:
                                 
                    Total Number        
                    of Shares     Maximum Dollar  
                    Purchased as     Value of Shares  
    Total             Part of Publicly     That May Yet Be  
    Number of     Average     Announced     Purchased Under  
    Shares     Price Paid     Plans or     the Plans or  
Period   Purchased     Per Share     Programs     Programs  
December 30, 2007 – January 26, 2008
        $           $ 50,047,236  
January 27, 2008 – February 23, 2008
                      50,047,236  
February 24, 2008 – March 29, 2008
    77,025       37.00       77,025       47,199,295  
 
                         
As of March 29, 2008
    77,025               77,025     $ 47,199,295  
 
                         
We expect to implement the balance of the repurchase program through purchases made from time to time either in the open market or through private transactions, in accordance with regulations of the Securities and Exchange Commission.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None

 

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Item 6. Exhibits
         
Exhibits
       
 
  31.1    
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
       
 
  31.2    
Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
       
 
  32.1    
Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  TRACTOR SUPPLY COMPANY
 
 
Date: February 18, 2009  By:   /s/ Anthony F. Crudele    
    Anthony F. Crudele   
    Executive Vice President - Chief Financial Officer and Treasurer
(Duly Authorized Officer and Principal Financial Officer) 
 

 

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