10-Q 1 g71118e10-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 June 30, 2001 ------------------------------------------------ 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 Identification No.) Incorporation or Organization) 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 28, 2001 ---------------------------------- ------------------------------------ Common Stock, $.008 par value 8,821,466 Page 1 of 12 2 TRACTOR SUPPLY COMPANY INDEX
Page No. -------- Part I. Financial Information: Item 1. Financial Statements: Balance Sheets - June 30, 2001 and December 30, 2000 3 Statements of Income - For the Fiscal Three and Six Months Ended June 30, 2001 and July 1, 2000 4 Statements of Cash Flows - For the Fiscal Six Months Ended June 30, 2001 and July 1, 2000 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 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)
JUNE 30, DECEMBER 30, 2001 2000 --------- ------------ ASSETS ......................................................................... (UNAUDITED) Current assets: Cash and cash equivalents .................................................... $ 9,690 $ 9,145 Accounts receivable, net ..................................................... 6,565 7,683 Inventories .................................................................. 251,507 222,535 Prepaid expenses ............................................................. 6,179 7,870 --------- --------- Total current assets .................................................. 273,941 247,233 --------- --------- Land ........................................................................... 6,365 6,449 Buildings and improvements ..................................................... 70,626 67,985 Machinery and equipment ........................................................ 51,376 49,304 Construction in progress ....................................................... 1,382 1,605 --------- --------- 129,749 125,343 Accumulated depreciation and amortization ...................................... (50,432) (44,855) --------- --------- Property and equipment, net .................................................. 79,317 80,488 --------- --------- Deferred income taxes .......................................................... 1,112 1,112 Other assets ................................................................... 3,258 3,463 --------- --------- Total assets .......................................................... $ 357,628 $ 332,296 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ............................................................. $ 111,961 $ 70,294 Accrued expenses ............................................................. 34,790 33,929 Current maturities of long-term debt ......................................... 3,145 3,145 Current portion of capital lease obligations ................................. 279 279 Income taxes currently payable ............................................... 8,022 1,643 Deferred income taxes ........................................................ 4,212 4,212 --------- --------- Total current liabilities ............................................. 162,409 113,502 --------- --------- Revolving credit loan .......................................................... 14,237 50,007 Other long-term debt ........................................................... 8,572 10,131 Capital lease obligations ...................................................... 2,672 2,812 Other long-term liabilities .................................................... 2,298 808 Stockholders' equity: Common stock, 100,000,000 shares authorized; $.008 par value; 8,813,771 and 8,779,380 shares issued and outstanding in 2001 and 2000, respectively ..... 70 70 Additional paid-in capital ................................................... 43,190 43,009 Retained earnings ............................................................ 125,752 111,957 Accumulated other comprehensive loss ......................................... (1,572) -- --------- --------- Total stockholders' equity ................................................. 167,440 155,036 --------- --------- Total liabilities and stockholders' equity ............................ $ 357,628 $ 332,296 ========= =========
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 ---------------------- ---------------------- JUNE 30, JULY 1, JUNE 30, JULY 1, 2001 2000 2001 2000 -------- -------- -------- -------- (UNAUDITED) (UNAUDITED) Net sales ........................................... $267,490 $232,341 $430,007 $379,823 Cost of merchandise sold ............................ 195,697 170,756 316,119 280,634 -------- -------- -------- -------- Gross margin ................................... 71,793 61,585 113,888 99,189 Selling, general and administrative expenses ........ 45,507 40,078 86,460 75,838 Depreciation and amortization ....................... 2,831 2,445 5,538 4,627 -------- -------- -------- -------- Income from operations ......................... 23,455 19,062 21,890 18,724 Interest expense, net ............................... 1,065 1,309 2,582 2,612 Unusual item: gain on proceeds from life insurance .. 2,173 -- 2,173 -- -------- -------- -------- -------- Income before income taxes ..................... 24,563 17,753 21,481 16,112 Income tax provision ................................ 8,919 7,207 7,686 6,541 -------- -------- -------- -------- Net income ..................................... $ 15,644 $ 10,546 $ 13,795 $ 9,571 ======== ======== ======== ======== Net income per share - basic ................... $ 1.78 $ 1.20 $ 1.57 $ 1.09 ======== ======== ======== ======== Net income per share - assuming dilution ....... $ 1.76 $ 1.20 $ 1.56 $ 1.09 ======== ======== ======== ========
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 ------------------------------- JUNE 30, JULY 1, 2001 2000 -------- -------- (UNAUDITED) Cash flows from operating activities: Net income .................................................. $ 13,795 $ 9,571 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization expense ................... 5,538 4,627 Gain on sale of property and equipment .................. (106) (237) Gain on proceeds from life insurance .................... (2,173) -- Change in assets and liabilities: Accounts receivable ................................... 1,118 (3,254) Inventories ........................................... (28,972) (44,092) Prepaid expenses ...................................... 1,691 (865) Accounts payable ...................................... 41,667 38,153 Accrued expenses ...................................... 861 (5,482) Income taxes currently payable ........................ 6,379 (777) Other ................................................. (288) (750) -------- -------- Net cash provided by (used in) operating activities ........... 39,510 (3,106) -------- -------- Cash flows from investing activities: Capital expenditures ...................................... (4,779) (10,812) Proceeds from sale of property and equipment .............. 573 486 -------- -------- Net cash used in investing activities ......................... (4,206) (10,326) -------- -------- Cash flows from financing activities: Net borrowings (repayments) under revolving credit loan ... (35,770) 20,874 Repayment of long-term debt ............................... (1,559) (1,250) Principal payments under capital lease obligations ........ (140) (139) Proceeds from life insurance .............................. 2,529 (442) Proceeds from issuance of common stock .................... 181 164 -------- -------- Net cash provided by (used in) financing activities ........... (34,759) 19,207 -------- -------- Net increase in cash and cash equivalents ..................... 545 5,775 Cash and cash equivalents at beginning of period .............. 9,145 6,991 -------- -------- Cash and cash equivalents at end of period .................... $ 9,690 $ 12,766 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest .................................................... $ 2,609 $ 2,647 Income taxes ................................................ 1,273 6,805
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 December 30, 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 June 30, 2001 and its results of operations and its cash flows for the fiscal three-month and six-month periods ended June 30, 2001 and July 1, 2000. Fiscal Year The Company's fiscal year ends on the Saturday closest to December 31. 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 $5,456,000 and $5,056,000 higher than reported at June 30, 2001 and December 30, 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):
2001 ------------------------------------------------------------------------ THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, 2001 JUNE 30, 2001 ------------------------------ -------------------------------- PER SHARE PER SHARE INCOME SHARES AMOUNT INCOME SHARES AMOUNT ------ ------ --------- ------- ------ ---------- Basic net income per share: Net income $15,644 8,812 $ 1.78 $ 13,795 8,807 $ 1.57 ========= ======= Stock options outstanding 69 51 -------- ----- ------- ----- Diluted net income per share $15,644 8,881 $ 1.76 $ 13,795 8,858 $ 1.56 ======= ===== ========= ======== ===== =======
Page 6 of 12 7
2000 ------------------------------------------------------------------------ THREE MONTHS ENDED SIX MONTHS ENDED JULY 1, 2000 JULY 1, 2000 ------------------------------ --------------------------------- PER SHARE PER SHARE INCOME SHARES AMOUNT INCOME SHARES AMOUNT ------ ------ --------- ------ ------ --------- Basic net income 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 ======= ======= ======= ======= ======= =======
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. NOTE 3- COMPREHENSIVE INCOME: On December 31, 2000, the Company adopted Statement of Financial Accounting Standards Number 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), as amended. SFAS 133 requires the Company to recognize all derivative instruments in the balance sheet at fair value. The Company has reduced its exposure to increases in interest rates by entering into interest rate swap agreements. These interest rate swaps are designated as cash flow hedges. The adoption of SFAS 133 impacts the accounting for the Company's interest rate swap agreements. Upon adoption of SFAS 133, the Company recorded the fair value of the interest rate swaps on its balance sheet. The Company will continue to reflect the current fair value of interest rate swaps in its balance sheet. The related unrealized gains or losses on these swaps are deferred in stockholders' equity (as a component of comprehensive loss). These deferred gains and losses are recognized in income in the period in which the related interest rates being hedged are recognized in interest expense. However, to the extent, if any, that the change in value of an interest rate swap contract does not perfectly offset the change in the value of the interest rate being hedged, that ineffective portion is immediately recognized in the results of operations. Comprehensive income includes changes in the fair value of the Company's interest rate swaps which qualify for hedge accounting. Comprehensive income totaled $15.8 million for the second quarter of fiscal 2001 compared to $10.5 million for the second quarter of fiscal 2000. The difference between net income and comprehensive income for the second quarter of fiscal 2001 is the result of $.2 million decrease in unrealized losses on swap contracts in the quarter recognized in accordance with SFAS 133. Comprehensive income totaled $12.2 million for the first six months of fiscal 2001 compared to $9.6 million for the first six months of fiscal 2000. The difference between net income and comprehensive income for the second half of fiscal 2001 is the result of $1.6 million of unrealized losses on swap contracts in the first half recognized in accordance with SFAS 133. As of June 30, 2001 the Company expects to reclassify approximately $700,000 of net losses on interest rate swaps from accumulated other comprehensive loss to earnings over the next twelve months. NOTE 4- GAIN ON PROCEEDS FROM LIFE INSURANCE: In April 2001, a former executive of the Company, on whom the Company carried a life insurance policy, passed away. As a result of the related coverage, the Company realized a $2.1 million gain on the benefit proceeds. 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 June 30, 2001 and July 1, 2000, and significant developments affecting its financial condition since the end of the fiscal year, December 30, 2000, and should be read in conjunction with the Company's annual report on Form 10-K for the fiscal year ended December 30, 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 attract, train and retain highly-qualified associates, the ability to identify suitable locations and negotiate favorable lease agreements on new and relocated stores, 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, 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 June 30, 2001 and July 1, 2000 Net sales increased 15.1% to $267.5 million for the second quarter of fiscal 2001 from $232.3 million for the second quarter of fiscal 2000. Net sales rose 13.2% to $430.0 million for the first six months of fiscal 2001 from $379.8 million for the first six months of fiscal 2000. The sales increase resulted primarily from new stores as comparable store sales (excluding relocations, using all stores open at least one year) increased 6.1% for the second quarter of fiscal 2001 and increased 3.0% for the first six months of fiscal 2001 over the corresponding periods in the prior fiscal year. Comparable store sales for the second quarter of fiscal 2001 increased 6.1% primarily as a result of an expected weather-related shift in sales from the first quarter to the second quarter due to a later spring selling season as well as increases across substantially all product categories except large-ticket lawn tractors. The Company opened 11 new stores (no new stores in the second quarter of fiscal 2001) during the first six months of fiscal 2001. The Company opened 25 new stores (15 in the second quarter of fiscal 2000) during the first six months of fiscal 2000, and closed three stores and relocated one store during the second quarter of fiscal 2000. The Company plans to open a total of 17 to 18 new stores this year, with four new store openings planned for the third quarter. The Company had originally planned to open 25 new stores in fiscal 2001, but decided to decrease its new store openings for several reasons, including anticipated improvements in the real estate market as well as the availability of fully trained new store managers. The gross margin rate for the second quarter of fiscal 2001 increased .3 percentage point to 26.8% of sales for the second quarter of fiscal 2001 and increased .4 percentage point to 26.5% of sales for the first six months of fiscal 2001 compared with the corresponding periods in the prior fiscal year. The gross margin rate improvement for the second quarter of fiscal 2001 and the first six months of fiscal 2001 was primarily due to improved product costs and changes in the sales mix, partially offset by higher freight costs. Page 8 of 12 9 As a percent of sales, selling, general and administrative ("SG&A") expenses decreased .3 percentage point to 17.0% of sales in the second quarter of fiscal 2001 and increased .1 percentage point to 20.1% of sales for the first six months of fiscal 2001. On an absolute basis, SG&A expenses increased 13.5% to $45.5 million in the second quarter of fiscal 2001 and increased 14.0% to $86.5 million for the first six months of fiscal 2001. The decrease in expenses on a percentage-of-sales basis for the second quarter and the six-month period is primarily a result of fewer new store openings compared to the corresponding period in the prior year (new stores have considerably higher occupancy costs, primarily due to pre-opening costs, than the existing store base) and the result of greater leverage from same-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). Depreciation and amortization expense increased 15.8% and 19.7% for the second quarter and the first six months of fiscal 2001, respectively, due mainly to costs associated with new stores. Net interest expense decreased 18.6% to $1.1 million in the second quarter of fiscal 2001 and decreased 1.1% to $2.6 million in the first six months of fiscal 2000 primarily due to improved cash flows, resulting from higher comparable store sales performance, lower average inventory levels and reduced store openings. In April 2001, a former executive of the Company, on whom the Company carried a life insurance policy, passed away. As a result of the related coverage, the Company realized a $2.1 million gain on the benefit proceeds. Exclusive of the non-taxable $2.1 million gain on the proceeds of life insurance, the Company's effective tax rate decreased to 39.8% in the second quarter of fiscal 2001 and the first six months of fiscal 2001, compared with 40.6% for the second quarter of fiscal 2000 and the first six months of fiscal 2000 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 2001 increased 48.3% to $15.6 million from $10.5 million for the second quarter of fiscal 2000 and net income per share (assuming dilution) for the second quarter of fiscal 2001 increased 46.7% to $1.76 per share from $1.20 per share for the second quarter of fiscal 2000. Net income for the first six months of fiscal 2001 increased 44.1% to $13.8 million from $9.6 million for the first six months of fiscal 2000 and net income per share (assuming dilution) for the six months of fiscal 2001 increased 43.1% to $1.56 per share from $1.09 per share for the first six months of fiscal 2000. As a percent of sales, net income increased 1.3 percentage points to 5.8% of sales for the second quarter of fiscal 2001 from 4.5% of sales for the second quarter of fiscal 2000 and increased .7 percentage point to 3.2% of sales for the first six months of fiscal 2001 from 2.5% of sales for the first six months of fiscal 2000. 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 June 30, 2001, the Company's inventories had increased $29.0 million to $251.5 million from $222.5 million at December 30, 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 $41.7 million to $112.0 million at June 30, 2001 from $70.3 million at December 30, 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 June 30, 2001, the Company had working capital of $111.5 million, which represented a $22.2 million decrease from December 30, 2000. This decrease resulted primarily from an increase in accounts payable without a corresponding increase in inventory and an increase in income taxes payable (mainly due to timing of payments). Operations provided net cash of $39.5 million and used net cash of $3.1 million in the first six months of fiscal 2001 and 2000, respectively. The increase in net cash provided in the first six months of fiscal 2001 resulted primarily Page 9 of 12 10 from inventories decreasing at a faster rate than accounts payable in the first six months of 2001 compared to the first six months of 2000, increases in accrued expenses and income taxes payable in the first six months of 2001 (mainly due to timing of payments) compared to decreases in the first six months of 2000, decreases in accounts receivable and prepaid expenses in the first six months of 2001 compared to increases in accounts receivable and prepaid expenses in the first six months of 2000 (mainly due to timing of collection of commitments from vendors for marketing support and prepaid costs on new stores). Cash used in investing activities of $4.2 million for the first six months of fiscal 2001 represented a $6.1 million decrease over cash used in the first six months of fiscal 2000 of $10.3 million. The decrease in cash used in the first six months of fiscal 2001 reflects less capital expenditures as compared to the first six months of fiscal 2000 (mainly due to opening 11 new stores during the first six months of 2001 compared to 25 new stores during the first six months of 2000). Financing activities in the first quarter of fiscal 2001 used $34.8 million in cash, which represented a $54.0 million increase in net cash used over the $19.2 million in net cash provided in the first six months of fiscal 2000. This increase in net cash used resulted primarily from net repayments under the Credit Agreement of approximately $35.8 million during the first six months of fiscal 2001 compared to net borrowings of approximately $20.9 million during the first six months of fiscal 2000, and, to a lesser extent, by repayments of other long-term debt of approximately $1.6 million during the first six months of fiscal 2001 compared to approximately $1.3 million during the first six months of fiscal 2000. These conditions were partially offset by the proceeds from life insurance of approximately $2.5 million received in the first six months of 2001. 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 is exposed to financial market risks, including changes in interest rates. To reduce such risks, the Company has entered into interest rate swap agreements as a means of managing its interest rate exposure. The interest rate swap agreements apply to a maximum of $30 million in outstanding borrowings under the Company's revolving credit agreement and also the outstanding term loan balance, approximately $8.8 million at June 30, 2001. All borrowings under the Company's revolving credit agreement and term loan 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 26, 2001 at the Company's corporate headquarters in Nashville, Tennessee. (b) The stockholders elected for a three-year term two Class I directors nominated for election (Thomas O. Flood and Gerard E. Jones) as set forth in the proxy statement dated March 23, 2001. 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 ---- ---------------- Joseph D. Maxwell 2002 Joseph M. Rodgers 2002 Sam K. Reed 2002 Joseph H. Scarlett, Jr. 2003 S.P. Braud 2003
(c) (1) The stockholders elected two Class I directors for a three-year term ending at the 2004 Annual Meeting of Stockholders.
Name For Withheld ---- --- -------- Thomas O. Flood 7,384,542 98,045 Gerard E. Jones 7,381,185 101,402
(c) (2) The stockholders ratified the reappointment of PricewaterhouseCoopers LLP as independent certified public accountants of the Company for the fiscal year ending December 29, 2001.
For Against Abstain Non-Vote --- ------- ------- -------- 7,463,690 16,313 2,584 -0-
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.58 Transportation Management Services Agreement between UPS Logistics Group, Inc. and Tractor Supply Company dated May 10, 2001. (b) Reports on Form 8-K There were no reports on Form 8-K filed by the Company during the fiscal quarter ended June 30, 2001. 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 14, 2001 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