10-Q 1 e10-q.txt TRACTOR SUPPLY COMPANY 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2000 ----------------------------------------------- OR [ ] 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 -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 13-3139732 --------------------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 320 Plus Park Boulevard, Nashville, Tennessee 37217 --------------------------------------------- ------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (615) 366-4600 ------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Class Outstanding at July 29, 2000 ----- ---------------------------- Common Stock, $.008 par value 8,785,146 Page 1 of 12 2 TRACTOR SUPPLY COMPANY INDEX
Page No. -------- Part I. Financial Information: Item 1. Financial Statements: Balance Sheets - July 1, 2000 and January 1, 2000 3 Statements of Income - For the Fiscal Three and Six Months Ended July 1, 2000 and June 26, 1999 4 Statements of Cash Flows - For the Fiscal Six Months Ended July 1, 2000 and June 26, 1999 5 Notes to Unaudited Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 10 Part II. Other Information: Item 4. Submission of Matters to a Vote of Security Holders 11 Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11
Page 2 of 12 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS TRACTOR SUPPLY COMPANY BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
JULY 1, JANUARY 1, 2000 2000 --------- --------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents .................................................. $ 12,766 $ 6,991 Accounts receivable, net ................................................... 10,019 6,765 Inventories ................................................................ 251,417 207,325 Prepaid expenses ........................................................... 5,710 4,845 --------- --------- Total current assets ................................................ 279,912 225,926 --------- --------- Land ......................................................................... 6,449 6,449 Buildings and improvements ................................................... 63,576 58,135 Machinery and equipment ...................................................... 45,908 39,885 Construction in progress ..................................................... 3,564 4,514 --------- --------- 119,497 108,983 Accumulated depreciation and amortization .................................... (39,900) (35,270) --------- --------- Property and equipment, net ................................................ 79,597 73,713 --------- --------- Deferred income taxes ........................................................ 999 999 Other assets ................................................................. 2,733 1,992 --------- --------- Total assets ........................................................ $ 363,241 $ 302,630 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ........................................................... $ 97,917 $ 59,764 Accrued expenses ........................................................... 28,555 34,037 Current maturities of long-term debt ....................................... 3,048 3,048 Current portion of capital lease obligations ............................... 279 279 Income taxes currently payable ............................................. 3,358 4,135 Deferred income taxes ...................................................... 7,357 7,357 --------- --------- Total current liabilities ........................................... 140,514 108,620 --------- --------- Revolving credit loan ........................................................ 59,000 38,126 Term loan .................................................................... 8,571 9,821 Other long-term debt ......................................................... 3,014 3,456 Capital lease obligations .................................................... 3,141 3,280 Other long-term liabilities .................................................. 516 487 Excess of fair value of assets acquired over cost less accumulated amortization of $3,145 and $3,055, respectively ............................ 445 535 Stockholders' equity: Common stock, 100,000,000 shares authorized; $.008 par value; 8,779,380 and 8,769,106 shares issued and outstanding in 2000 and 1999, respectively ... 70 70 Additional paid-in capital ................................................. 42,832 42,668 Retained earnings .......................................................... 105,138 95,567 --------- --------- Total stockholders' equity ............................................... 148,040 138,305 --------- --------- Total liabilities and stockholders' equity .......................... $ 363,241 $ 302,630 ========= =========
The accompanying notes are an integral part of this statement. Page 3 of 12 4 TRACTOR SUPPLY COMPANY STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FOR THE FISCAL FOR THE FISCAL THREE MONTHS ENDED SIX MONTHS ENDED ------------------- ------------------- JULY 1, JUNE 26, JULY 1, JUNE 26, 2000 1999 2000 1999 -------- -------- -------- -------- (UNAUDITED) (UNAUDITED) Net sales ................................... $232,341 $214,124 $379,823 $339,771 Cost of merchandise sold .................... 170,756 158,605 280,634 252,060 -------- -------- -------- -------- Gross margin ........................... 61,585 55,519 99,189 87,711 Selling, general and administrative expenses 40,078 35,893 75,838 67,768 Depreciation and amortization ............... 2,445 1,815 4,627 3,263 -------- -------- -------- -------- Income from operations ................. 19,062 17,811 18,724 16,680 Interest expense, net ....................... 1,309 720 2,612 1,452 -------- -------- -------- -------- Income before income taxes ............. 17,753 17,091 16,112 15,228 Income tax provision ........................ 7,207 6,966 6,541 6,243 -------- -------- -------- -------- Net income ............................. $ 10,546 $ 10,125 $ 9,571 $ 8,985 ======== ======== ======== ======== Net income per share - basic ........... $ 1.20 $ 1.16 $ 1.09 $ 1.03 ======== ======== ======== ======== Net income per share - assuming dilution $ 1.20 $ 1.14 $ 1.09 $ 1.01 ======== ======== ======== ========
The accompanying notes are an integral part of this statement. Page 4 of 12 5 TRACTOR SUPPLY COMPANY STATEMENTS OF CASH FLOWS (IN THOUSANDS)
FOR THE FISCAL SIX MONTHS ENDED -------------------- JULY 1, JUNE 26, 2000 1999 -------- -------- (UNAUDITED) Cash flows from operating activities: Net income ................................................................. $ 9,571 $ 8,985 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization expense .................................. 4,627 3,263 Loss (gain) on sale of property and equipment .......................... (237) (223) Change in assets and liabilities: Accounts receivable .................................................. (3,254) (1,746) Inventories .......................................................... (44,092) (70,396) Prepaid expenses ..................................................... (865) 2,712 Accounts payable ..................................................... 38,153 62,227 Accrued expenses ..................................................... (5,482) (2,642) Income taxes currently payable ....................................... (777) (1,584) Other ................................................................ (750) (335) -------- -------- Net cash provided by (used in) operating activities .......................... (3,106) 261 -------- -------- Cash flows from investing activities: Capital expenditures ..................................................... (10,812) (11,076) Proceeds from sale of property and equipment ............................. 486 434 -------- -------- Net cash used in investing activities ........................................ (10,326) (10,642) -------- -------- Cash flows from financing activities: Net borrowings under revolving credit loan ............................... 20,874 2,465 Principal payments under term loan ....................................... (1,250) (1,072) Principal payments under capital lease obligations ....................... (139) (314) Repayment of long-term debt .............................................. (442) (398) Proceeds from issuance of common stock ................................... 164 302 -------- -------- Net cash provided by financing activities .................................... 19,207 983 -------- -------- Net increase (decrease) in cash and cash equivalents ......................... 5,775 (9,398) Cash and cash equivalents at beginning of period ............................. 6,991 18,201 -------- -------- Cash and cash equivalents at end of period ................................... $ 12,766 $ 8,803 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest ................................................................... $ 2,647 $ 1,548 Income taxes ............................................................... 6,805 7,828 Non-cash investing and financing activities: Capital lease-buildings .................................................... -- 1,581
The accompanying notes are an integral part of this statement. Page 5 of 12 6 TRACTOR SUPPLY COMPANY NOTES TO UNAUDITED FINANCIAL STATEMENTS NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES: The accompanying interim financial statements have been prepared without audit, and certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, although the Company believes that the disclosures herein are adequate to make the information presented not misleading. These statements should be read in conjunction with the Company's annual report on Form 10-K for the fiscal year ended January 1, 2000. The results of operations for the fiscal three-month and six-month periods are not necessarily indicative of results for the full fiscal year. In the opinion of management, the accompanying interim financial statements contain all adjustments (consisting only of normal recurring accruals) necessary for a fair statement of the Company's financial position as of July 1, 2000 and its results of operations and its cash flows for the fiscal three-month and six-month periods ended July 1, 2000 and June 26, 1999. Fiscal Year The Company's fiscal year ends on the Saturday closest to December 31. As a result of this policy, the quarterly reporting periods for fiscal 2000 fall one week later in the calendar year compared to fiscal 1999. Management Estimates The preparation of financial statements in conformity with generally accepted accounting principles inherently requires estimates and assumptions by management that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures. Actual results could differ from those estimates. Inventories The accompanying unaudited financial statements have been prepared without full physical inventories. The value of the Company's inventories was determined using the lower of last-in, first-out (LIFO) cost or market. If the first-in, first-out (FIFO) method of accounting for inventory had been used, inventories would have been approximately $5,178,000 and $4,680,000 higher than reported at July 1, 2000 and January 1, 2000, respectively. Since LIFO costs can only be determined at the end of each fiscal year when inflation rates and inventory levels are finalized, estimates of LIFO inventory costs are used for interim financial reporting. Net Income Per Share Net income per share is calculated as follows (in thousands, except per share amounts):
2000 ------------------------------------------------------ THREE MONTHS ENDED SIX MONTHS ENDED JULY 1, 2000 JULY 1, 2000 ------------------------- ------------------------ PER SHARE PER SHARE INCOME SHARES AMOUNT INCOME SHARES AMOUNT ------- ------ --------- ------ ------ --------- Net loss per share: Net income .............. $10,546 8,778 $ 1.20 $9,571 8,776 $ 1.09 ====== ====== Stock options outstanding 40 44 ------- ----- ------ ----- Diluted net income per share.. $10,546 8,818 $ 1.20 $9,571 8,820 $ 1.09 ======= ===== ====== ====== ===== ======
Page 6 of 12 7
1999 ------------------------------------------------------ THREE MONTHS ENDED SIX MONTHS ENDED JUNE 26, 1999 JUNE 26, 1999 ------------------------- ------------------------ PER SHARE PER SHARE INCOME SHARES AMOUNT INCOME SHARES AMOUNT ------- ------ --------- ------ ------ --------- Basic net income per share: Net income .............. $10,125 8,759 $ 1.16 $8,985 8,755 $ 1.03 ====== ====== Stock options outstanding 157 142 ------- ----- ------ ----- Diluted net income per share.. $10,125 8,916 $ 1.14 $8,985 8,897 $ 1.01 ======= ===== ====== ====== ===== ======
NOTE 2 - SEASONALITY: The Company's business is highly seasonal, with a significant portion of its sales and a majority of its income generated in the second fiscal quarter. The Company typically operates at a loss in the first fiscal quarter. Page 7 of 12 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis describes certain factors affecting Tractor Supply Company's (the "Company") results of operations for the fiscal three and six-month periods ended July 1, 2000 and June 26, 1999, and significant developments affecting its financial condition since the end of the fiscal year, January 1, 2000, and should be read in conjunction with the Company's annual report on Form 10-K for the fiscal year ended January 1, 2000. The following discussion and analysis also contains certain historical and forward-looking information. The forward-looking statements 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 the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy, expansion and growth of the Company's business operations and other such matters are forward-looking statements. To take advantage of the safe harbor provided by the Act, the Company is identifying certain factors that could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written, made by or on behalf of the Company. All phases of the Company's operations are subject to influences outside its control. Any one, or a combination, of these factors could materially affect the results of the Company's operations. These factors include general economic cycles affecting consumer spending, weather factors, operating factors affecting customer satisfaction, consumer debt levels, pricing and other competitive factors, the ability to identify suitable locations and negotiate favorable lease agreements on new and relocated stores and distribution facilities, the timing and acceptance of new products in the stores, the mix of goods sold, the continued availability of favorable credit sources and other capital market conditions and the seasonality of the Company's business. Forward-looking statements made by or on behalf of the Company are based on a knowledge of its business and the environment in which it operates, but because of the factors listed above, 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 by the Company will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company or its business and operations. RESULTS OF OPERATIONS The Fiscal Three Months (Second Quarter) and Six Months Ended July 1, 2000 and June 26, 1999 Net sales increased 8.5% to $232.3 million for the second quarter of fiscal 2000 from $214.1 million for the second quarter of fiscal 1999. Net sales rose 11.8% to $379.8 million for the first six months of fiscal 2000 from $339.8 million for the first six months of fiscal 1999. The sales increase resulted from new stores as comparable store sales (excluding relocations, using all stores open at least one year) decreased 1.2% for the second quarter of fiscal 2000 and decreased 0.8% for the first six months of fiscal 2000 over the corresponding periods in the prior fiscal year. Comparable store sales decreased 1.2% as a result of lower than anticipated sales in the Company's higher-priced retail items, as well as the impact of higher Y2K-related generator sales in the prior year. The Company opened 25 new retail farm stores (15 in the second quarter of fiscal 2000) during the first six months of fiscal 2000, closed three stores and relocated one store during the second quarter of fiscal 2000. The Company opened 15 new retail farm stores (nine in the second quarter of fiscal 1999) during the first six months of fiscal 1999 and relocated one store in the second quarter of fiscal 1999. At July 1, 2000, the Company operated 295 retail farm stores (in 27 states) versus 257 stores at June 26, 1999 (in 26 states). The Company plans to open approximately ten additional new stores in 2000, approximately seven of which are scheduled to open in the third quarter. The gross margin rate for the second quarter of fiscal 2000 increased .6 percentage point to 26.5% of sales for the second quarter of fiscal 2000 and increased .3 percentage points to 26.1% of sales for the first six months of fiscal 2000 compared with the corresponding periods in the prior fiscal year. The gross margin rate improvement for the second quarter of fiscal 2000 and the first six months of fiscal 2000 was primarily due to the positive mix effect of sales of lower margin spring seasonal merchandise and generators representing a smaller portion of total sales than in the prior year. As a percent of sales, selling, general and administrative ("SG&A") expenses increased .5 percentage points to 17.3% of sales in the second quarter of fiscal 2000 and remained at 20.0% of sales for the first six months of fiscal Page 8 of 12 9 2000. On an absolute basis, SG&A expenses increased 11.7% to $40.1 million in the second quarter of fiscal 2000 and increased 11.9% to $75.9 million for the first six months of fiscal 2000. The increase in expenses on a percentage-of-sales basis for the second quarter is primarily a result of costs associated with new stores (new stores have considerably higher occupancy costs than the existing store base) and the leverage loss attributable to the lower than anticipated comparable store sales performance. The increase in absolute dollars is primarily attributable to costs associated with new store openings, as well as increased costs associated with the Company's expanded infrastructure (primarily larger distribution facilities and store support service capacity). These increases were offset, to some extent, by lower incentive accruals. Depreciation and amortization expense increased 34.7% and 41.8% for the second quarter and the first six months of fiscal 2000, respectively, due mainly to costs associated with new stores and greater infrastructure costs (primarily new computer systems). Net interest expense increased 81.8% to $1.3 million in the second quarter of fiscal 2000 and increased 79.9% to $2.6 million in the first six months of fiscal 2000 primarily due to additional borrowings under the Credit Agreement and the Company's current growth and expansion plans. The Company's effective tax rate decreased to 40.6% in the second quarter of fiscal 2000 and the first six months of fiscal 2000, compared with 40.8% for the second quarter of fiscal 1999 and 41.0% for the first six months of fiscal 1999 primarily due to a lower effective state income tax rate. As a result of the foregoing factors, net income for the second quarter of fiscal 2000 increased 4.1% to $10.5 million from $10.1 million for the second quarter of fiscal 1999 and net income per share (assuming dilution) for the second quarter of fiscal 2000 increased 5.3% to $1.20 per share from $1.14 per share for the second quarter of fiscal 1999. Net income for the first six months of fiscal 2000 increased 6.4% to $9.6 million from $9.0 million for the first six months of fiscal 1999 and net income per share (assuming dilution) for the six months of fiscal 2000 increased 7.9% to $1.09 per share from $1.01 per share for the first six months of fiscal 1999. As a percent of sales, net income decreased .2 percentage points to 4.5% of sales for the second quarter of fiscal 2000 from 4.7% of sales for the second quarter of fiscal 1999 and decreased .1 percentage point to 2.5% of sales for the first six months of fiscal 2000 from 2.6% of sales for the first six months of fiscal 1999. LIQUIDITY AND CAPITAL RESOURCES In addition to normal operating expenses, the Company's primary ongoing cash requirements are those necessary for the Company's expansion, remodeling and relocation programs, including inventory purchases and capital expenditures. The Company's primary ongoing sources of liquidity are funds provided from operations, commitments available under its revolving credit agreement (the "Credit Agreement") and short-term trade credit. The Company's inventory and accounts payable levels typically build in the first fiscal quarter and again in the third fiscal quarter in anticipation of the spring and fall selling seasons. At July 1, 2000, the Company's inventories had increased $44.1 million to $251.4 million from $207.3 million at January 1, 2000. This increase resulted primarily from additional inventory for new stores and planned inventory increases in seasonal product lines. Short-term trade credit, which represents a source of financing for inventory, increased $38.1 million to $97.9 million at April 1, 2000 from $59.8 million at January 1, 2000. Trade credit arises from the Company's vendors granting extended payment terms for inventory purchases. Payment terms vary from 30 days to 180 days depending on the inventory product. At July 1, 2000, the Company had working capital of $139.4 million, which represented a $22.1 million increase from January 1, 2000. This increase resulted primarily from an increase in accounts receivable (mainly due to commitments from vendors respecting the Company's 2000 marketing campaign) as well as from an increase in cash and cash equivalents, a decrease in accrued expenses, a decrease in income taxes payable (mainly due to timing of payments), an increase in prepaid expenses, and an increase in inventory without a corresponding increase in accounts payable. Operations used net cash of $3.1 million and provided net cash of $.3 million in the first six months of fiscal 2000 and 1999, respectively. The increase in net cash used in the first six months of fiscal 2000 resulted primarily from an increase in prepaid expenses for the first six months of fiscal 2000 (mainly due to prepaid costs on new stores) compared to a decrease in prepaid expenses for the first six months of fiscal 1999. In addition, the Company experienced a larger decrease in accrued expenses in the first six months of fiscal 2000 (mainly due to timing of Page 9 of 12 10 payments) compared to the first six months of fiscal 1999 and a larger increase in accounts receivable compared to the prior year (mainly due to commitments from vendors for marketing support). These conditions were partially offset by inventories decreasing at a faster rate than accounts payable in the first six months of 2000 compared to the first six months of fiscal 1999 and, to a lesser extent, a smaller decrease in income taxes payable in the first six months of fiscal 2000 compared to the first six months of fiscal 1999 (mainly due to timing of payments). Cash used in investing activities of $10.3 million for the first six months of fiscal 2000 represented a $.3 million decrease over cash used in the first six months of fiscal 1999 of $10.6 million. The decrease in cash used in the first six months of fiscal 2000 reflects less capital expenditures as compared to the first six months of fiscal 1999 (mainly due to installation of the Company's new merchandise and warehouse management systems in 1999), partially offset by the opening of 25 new stores during the first six months of fiscal 2000 compared with 15 new store openings during the first six months of fiscal 1999. Financing activities in the first quarter of fiscal 2000 provided $19.2 million in cash, which represented a $18.2 million increase in net cash provided over the $1.0 million in net cash provided in the first six months of fiscal 1999. This increase in net cash provided resulted primarily from net short-term borrowings under the Credit Agreement of approximately $20.9 million during the first six months of fiscal 2000 compared to net borrowings of approximately $2.5 million during the first six months of fiscal 1999, offset, in part, by repayments under the Term Loan of approximately $1.3 million during the first six months of fiscal 2000 compared to repayments under the Term Loan of approximately $1.1 million during the first six months of fiscal 1999. The Company believes that its cash flow from operations, borrowings under its credit agreements and short-term trade credit will be sufficient to fund the Company's operations and its current growth and expansion plans. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company had no holdings of derivative financial or commodity instruments at July 1, 2000. The Company is exposed to financial market risks, including changes in interest rates. All borrowings under the Company's credit agreement bear interest at a variable rate based on the prime rate or the London Interbank Offered Rate. An increase in interest rates of 100 basis points would not significantly affect the Company's net income. All of the Company's business is transacted in U.S. dollars and, accordingly, foreign exchange rate fluctuations have never had a significant impact on the Company, and they are not expected to in the foreseeable future. Page 10 of 12 11 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Company's Annual Meeting of Stockholders was held on April 27, 2000 at the Company's corporate headquarters in Nashville, Tennessee. (b) The stockholders elected for a three-year term two Class III directors nominated for election (Joseph H. Scarlett, Jr. and S.P. Braud) as set forth in the proxy statement dated March 24, 2000. The following table sets forth certain information concerning each other director of the Company whose term of office as a director continued after the meeting:
Current Term as Name Director Expires ---- ---------------- Thomas O. Flood 2001 Gerard E. Jones 2001 Joseph D. Maxwell 2002 Joseph M. Rodgers 2002 Sam K. Reed 2002
(c) (1) The stockholders elected two Class III directors for a three-year term ending at the 2003 Annual Meeting of Stockholders.
Name For Withheld ---- --- -------- Joseph H. Scarlett, Jr. 6,539,242 1,057,890 S.P. Braud 7,055,353 541,779
(c) (2) The Stockholders approved the 2000 Stock Incentive Plan.
For Withheld --------- --------- 5,671,391 1,925,741
(c) (3) The stockholders ratified the reappointment of PricewaterhouseCoopers LLP as independent certified public accountants of the Company for the fiscal year ending December 30, 2000.
For Against Abstain Non-Vote --- ------- ------- -------- 7,587,963 4,759 4,410 0
ITEM 5. OTHER INFORMATION Effective as of June 9, 2000, Michael E. Brown resigned from his position as Senior Vice President-Store Operations of the Company. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.46 Tractor Supply Company 2000 Stock Incentive Plan 27.1 Financial Data Schedule (only submitted to SEC in electronic format). (b) Reports on Form 8-K There were no reports on Form 8-K filed by the Company during the fiscal quarter ended July 1, 2000. Page 11 of 12 12 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: August 4, 2000 By: /s/ Calvin B. Massmann ------------------ --------------------------------------- Calvin B. Massmann Senior Vice President- Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer) Page 12 of 12