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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
- -------------------------------------------------------------------------------
(Mark One)
(x) Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended January 30, 1999
or
( ) Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED)
For the transition period from to .
Commission file number 1-3381
The Pep Boys - Manny, Moe & Jack
------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0962915
------------------------------ ------------------------------------
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
3111 West Allegheny Avenue, Philadelphia, PA 19132
- --------------------------------------------- ---------
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code 215-229-9000
------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -----------------------
Common Stock, $1.00 par value New York Stock Exchange
4% Convertible Subordinated
Notes due September 1, 1999 New York Stock Exchange
Liquid Yield Option Notes
due September 20, 2011 New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
1
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ( )
Yes No X
----- -----
As of the close of business on April 9, 1999, the aggregate market value of the
voting stock held by nonaffiliates of the registrant was approximately
$699,037,997.
As of April 9, 1999, there were 52,587,642 shares of the registrant's common
stock outstanding.
2
This Annual Report on Form 10-K contains "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Readers are cautioned that such forward looking statements involve risks and
uncertainties which could cause actual results to materially differ from those
expressed in any such forward looking statements. See "Management's Discussion
and Analysis of Financial Condition and Results of Operation - Forward Looking
Statements."
3
DOCUMENTS INCORPORATED BY REFERENCE
PART III Portions of the registrant's definitive proxy statement, which will be
filed with the Commission pursuant to Regulation 14A not later than
120 days after the end of the Company's fiscal year, for the Company's
Annual Meeting of Shareholders presently scheduled to be held on
June 2, 1999.
4
This Annual Report on Form 10-K for the year ended January 30, 1999, at
the time of filing with the Securities and Exchange Commission, modifies and
supersedes all prior documents filed pursuant to Sections 13, 14 and 15(d) of
the Securities Exchange Act of 1934 for purposes of any offers or sales of any
securities on or after the date of such filing, pursuant to any Registration
Statement or Prospectus filed pursuant to the Securities Act of 1933 which
incorporates by reference this Annual Report.
5
PART I
ITEM 1 BUSINESS
GENERAL
The Pep Boys - Manny, Moe & Jack and Subsidiaries (the "Company") is a
leading automotive retail and service chain. The Company operates in one
industry, the automotive aftermarket. The Company is engaged principally
in the retail sale of automotive parts and accessories, automotive maintenance
and service and the installation of parts. The Company's primary operating
unit is its SUPERCENTER format. As of January 30, 1999, the Company operated
638 stores consisting of 625 SUPERCENTERS and one SERVICE & TIRE
CENTER, having an aggregate of 6,608 service bays, as well as 12
non-service/non-tire format PEP BOYS EXPRESS stores. The Company operates
approximately 13,072,000 gross square feet of retail space, including service
bays. The SUPERCENTERS average approximately 20,700 square feet and the 12 PEP
BOYS EXPRESS stores average approximately 9,600 square feet. The Company
believes that its unique SUPERCENTER format offers the broadest capabilities
in the industry and positions the Company to gain market share and increase
its profitability by serving the "do-it-yourself," automotive service, tire
and "buy-for-resale" customer sectors with the highest quality merchandise
and service.
6
As of January 30, 1999 the Company operated its stores in 37 states
and Puerto Rico. The following table indicates by state the number of stores
of the Company in operation at the end of fiscal 1995, 1996, 1997 and 1998 and
the number of stores opened and closed by the Company during each of the last
three fiscal years:
NUMBER OF STORES AT END OF FISCAL YEARS 1995 THROUGH 1998
1995 1996 1997 1998
Year Year Year Year
State End Opened Closed End Opened Closed End Opened Closed End
- ------ --- ------ ------ --- ------ ------ --- ------ ------ ---
Alabama 1 - - 1 - - 1 - - 1
Arizona 24 - 1 23 1 - 24 - 1 23
Arkansas 1 - - 1 - - 1 - - 1
California 118 29 1 146 10 - 156 6 30 132
Colorado 6 2 - 8 - - 8 - - 8
Connecticut 2 5 - 7 2 - 9 1 1 9
Delaware 5 - - 5 1 - 6 - - 6
District of Columbia 2 1 - 3 2 - 5 - 5 -
Florida 38 4 - 42 9 - 51 2 5 48
Georgia 22 3 - 25 1 - 26 - - 26
Illinois 17 4 - 21 11 - 32 1 8 25
Indiana 3 3 - 6 6 - 12 4 4 12
Kansas 2 - - 2 - - 2 - - 2
Kentucky 4 - - 4 - - 4 - - 4
Louisiana 12 - - 12 - - 12 - - 12
Maine - - - - - - - 1 - 1
Maryland 18 2 - 20 5 2 23 - 4 19
Massachusetts 5 4 - 9 2 - 11 3 6 8
Michigan 6 5 - 11 6 - 17 4 6 15
Minnesota - - - - - - - 2 - 2
Missouri 1 - - 1 - - 1 - - 1
Nevada 8 - - 8 2 - 10 2 - 12
New Hampshire 1 1 - 2 2 - 4 - - 4
New Jersey 18 8 - 26 8 - 34 - 9 25
New Mexico 8 - - 8 - - 8 - - 8
New York 14 13 - 27 19 - 46 2 18 30
North Carolina 11 - - 11 - - 11 - - 11
Ohio 10 3 - 13 1 - 14 1 - 15
Oklahoma 6 - - 6 - - 6 - - 6
Oregon - - - - - - - 1 - 1
Pennsylvania 40 3 - 43 8 1 50 4 8 46
Puerto Rico 7 4 - 11 10 - 21 2 - 23
Rhode Island 1 2 - 3 1 - 4 - 1 3
South Carolina 6 - - 6 - - 6 - - 6
Tennessee 7 - - 7 - - 7 - - 7
Texas 63 2 - 65 - - 65 - 4 61
Utah 6 - - 6 - - 6 - - 6
Virginia 13 2 - 15 3 - 18 - 2 16
Washington - - - - - - - 3 - 3
---- --- -- --- ---- -- ---- ---- -- ----
Total 506 100 2 604 110 3 711 39 112 638
=== == == === === == === == === ===
7
NEW STORES AND EXPANSION STRATEGY
During fiscal 1998, the Company opened 35 SUPERCENTERS, all of which
include service bays, and 4 PEP BOYS EXPRESS stores. Further, the Company sold
and/or closed 115 of its non-service/non-tire PEP BOYS EXPRESS stores. In
October 1998, the Company consummated the sale of real estate assets relating
to 100 of these stores for net proceeds of $97,473,000. The Company also
closed one SUPERCENTER during fiscal 1998.
The Company's typical SUPERCENTER is a free standing, "one-stop"
shopping automotive warehouse that features state-of-the-art service bays. Each
SUPERCENTER carries an average of approximately 25,000 stock-keeping units and
serves the automotive aftermarket needs of the "do-it-yourself," the
"do-it-for-me" (automotive service), tire and "buy-for-resale" customer
sectors. The Company's primary SUPERCENTER prototype is approximately 18,200
square feet and generally features 12 service bays. The Company currently
intends to continue to utilize this prototype in fiscal 1999.
The Company completed the rollout of its commercial automotive parts
delivery program, "APD," during fiscal 1998. The APD program was established
to increase the Company's market share with the professional installer. The
APD program has strengthened the Company's position with the "buy-for-resale"
customer by taking greater advantage of the breadth and quality of its parts
inventory as well as its experience supplying its own service bays and
mechanics. As of January 30, 1999, 576 of the Company's stores provide
commercial parts delivery, which represents approximately 90% of its stores.
8
In fiscal 1999, the Company plans to focus much of its energy on
improving the performance of its existing stores. As a result, the Company
plans to open approximately 25 new stores, all of which will be SUPERCENTERS.
If all 25 stores are opened, the Company anticipates spending approximately
$57,647,000 in addition to the $22,233,000 it has already spent as of January
30, 1999 in connection with certain of these locations. Additionally in fiscal
1999, the Company anticipates spending approximately $19,050,000 on certain
stores it expects to open in fiscal 2000. The Company expects to fund this
expansion from net cash generated by operating activities.
The most important factors considered by the Company when deciding to
open new stores are vehicle and population demographics, market penetration,
competitive positioning and site development costs. The most important factors
considered by the Company when deciding whether to close a store are
profitability and whether the store is outmoded by virtue of store size or
number of service bays, number of other stores within the same market area and
the cost/benefit of establishing a replacement store rather than expanding or
otherwise upgrading an older store.
The Company's ability to meet its expansion goals will depend, in
large measure, upon the availability of suitable sites, prevailing economic
conditions, its success in completing negotiations to purchase or lease
properties, and its ability to obtain governmental approvals and meet
construction deadlines.
MERCHANDISING
Each Pep Boys SUPERCENTER and PEP BOYS EXPRESS store carries the same
basic product line, with variations based on the number and type of cars
registered in the different markets. A full complement of inventory at a
typical SUPERCENTER includes an average of approximately 25,000 items
(approximately 24,000 items are in a PEP BOYS EXPRESS store). The Company's
automotive product line includes: tires (not stocked at PEP BOYS EXPRESS
locations); batteries; new and rebuilt parts for domestic and imported cars,
including suspension parts, ignition parts, mufflers, engines and engine parts,
oil and air filters, belts, hoses, air conditioning parts, and brake parts;
chemicals, including oil, antifreeze, polishes, additives, cleansers and
paints; mobile electronics, including sound systems, alarms, and remote vehicle
starters; car accessories, including seat covers, floor mats, and battery
cables; hand tools, including sockets, wrenches, ratchets, paint
and body tools, jacks and lift equipment, automotive specialty tools and test
gauges; as well as a selection of truck, van and sport utility vehicle
accessories.
In addition to offering a wide variety of high quality, branded
products, the Company sells an array of high quality products under the Pep
Boys and various other private label names. The Company sells cleaners and
chemicals under the Pep Boys name. The Company also sells oil, oil treatments,
hand cleaner, air filters, oil filters, transmission fluids and lubricants
under the name PROLINE (R) and paints and cleaners under the name VARSITY (R).
The Company sells starters and alternators under the name PROSTART (R),
water pumps under the name PROCOOL (R) and batteries under the names
PRO-START (R), MASTER START (tm), RIGHT START (tm) and CADET (tm). Brakes are
sold under the names SHUR GRIP (R), PROSTOP (R) and ELITE (tm) and tires under
the names CORNELL (R) and FUTURA (R).
9
The Company also sells shock absorbers under the name PRO RYDER (R), and trunk
and hatchback lift supports under the name PROLIFT (R). All products sold by
the Company under the Pep Boys and various other private label names accounted
for approximately 31% of the Company's merchandise sales in fiscal 1998. The
remaining merchandise is sold under the brand names of others. Revenues from
maintaining or repairing automobiles and installing products, accounted for
approximately 17.0%, 16.3% and 15.0% of the Company's total revenues in
fiscal years 1998, 1997 and 1996, respectively. Revenues from the sale of
tires accounted for approximately 14.2%, 13.2% and 11.8% of the Company's
total revenues in fiscal years 1998, 1997 and 1996, respectively. No other
class of products or services accounted for as much as 10% of the Company's
total revenues.
The Company has a point-of-sale system in all of its stores which
gathers sales and gross profit data by stock-keeping unit from each store on a
daily basis. This information is then used by the Company to help formulate its
pricing, marketing and merchandising strategies.
The Company has an electronic parts catalog in all of its stores and
an electronic commercial invoicing system in all of its stores that offer
commercial parts delivery.
The Company has an electronic work order system in all of its service
centers. This system creates a service history for each vehicle, provides
customers with a comprehensive sales document and enables the Company to
maintain a service customer database.
The Company uses an "Everyday Low Price" (EDLP) strategy in
establishing its selling prices. Management believes that EDLP provides better
value to its customers on a day-to-day basis, helps level customer demand and
allows more efficient management of inventories.
The Company uses various forms of advertising to promote its category-
dominant product offering, its state-of-the-art automotive service and repair
capabilities and its commitment to customer service and satisfaction. The
Company's advertising vehicles include, but are not limited to, multi-page
catalogs, television and radio commercials, newspaper advertisements and
various in-store promotions. All or most of the gross cost of the advertising
directed by the Company is customarily borne by the suppliers of the products
advertised.
In fiscal 1998, approximately 63% of the Company's total revenues were
cash transactions (including personal checks), and the remainder were credit
and debit card transactions and commercial credit accounts.
The Company does not experience significant seasonal fluctuation in
the generation of its revenues.
STORE OPERATIONS AND MANAGEMENT
All Pep Boys stores are open seven days a week. Each SUPERCENTER has a
manager, a service manager, a parts manager and two or more assistant managers.
Each PEP BOYS EXPRESS store has a manager, a parts manager and two or more
assistant managers. A store manager's average length of service with the
Company is approximately six years.
The Company has service bays in 626 of its 638 locations. Each service
department can perform a variety of services which generally include: engine
diagnosis and tune-ups, wheel and front end alignments, state inspection and
emission services, air conditioning service, heating and cooling system
service, fuel injection and throttle body service, and battery and electrical
10
service; the repair and installation of parts and accessories including brake
parts, suspension parts, exhaust systems, front end parts, ignition parts,
belts, hoses, clutches, filters, stereos and speakers, alarms, sunroofs, cruise
controls, remote starters and various other merchandise sold in the Company's
stores; installation and balancing of tires; and oil and lubrication services.
The Company coordinates the operation and merchandising of each store
through a network of district and regional managers. The regional managers
report to one of three divisional Vice Presidents - Store Operations, who
report to the Vice President - Sales, who report to the Company's Senior Vice
President - Store Operations, who reports to the Company's Chairman of the
Board, President & Chief Executive Officer. Supervision and control over the
individual stores are facilitated by means of the Company's computer system,
operational handbooks and regular visits to the individual stores by the
district operations managers and loss prevention personnel.
All of the Company's advertising, accounting, purchasing and most of
its management information systems and administrative functions are conducted
at its corporate headquarters in Philadelphia, Pennsylvania. Certain of the
Company's management information system functions are conducted at a regional
office located near its corporate headquarters. Certain administrative
functions for the Company's western, southwestern, southeastern, midwestern and
Puerto Rico operations are performed at various regional offices of the
Company. See "Properties."
INVENTORY CONTROL AND DISTRIBUTION
Most of the Company's merchandise is distributed to its stores
from its warehouses primarily by dedicated and contract carriers and also by
Company-owned or leased trucks. Target levels of inventory for each product
have been established for each of the Company's warehouses and stores and are
based upon prior shipment history, sales trends and seasonal demand. Inventory
on hand is compared to the target levels on a weekly basis at each warehouse.
If the inventory on hand at a warehouse is below the target levels, the
Company's buyers order merchandise from its suppliers.
Each Pep Boys store has an automatic inventory replenishment system
that automatically orders additional inventory when a store's inventory on hand
falls below the target level. In addition, the Company's centralized buying
system, coupled with continued advancement in its warehouse and distribution
systems, has greatly enhanced the Company's ability to control its inventory.
SUPPLIERS
During fiscal 1998, the Company's ten largest suppliers accounted for
approximately 44% of the merchandise purchased by the Company. No single
supplier accounted for more than 12% of the Company's purchases. The Company
has no long-term contracts under which the Company is required to purchase
merchandise. Management believes that the relationships the Company has
established with its suppliers are generally good.
In the past, the Company has not experienced difficulty in obtaining
satisfactory sources of supply and believes that adequate alternative sources
of supply exist, at substantially similar cost, for virtually all types of
merchandise sold in its stores.
11
COMPETITION
The business of the Company is generally highly competitive. The
Company encounters competition from nationwide and regional chains and from
local independent merchants. Some of the Company's competitors are general,
full range, discount or traditional department stores which carry automotive
parts and accessories and/or have automotive service centers, and others,
similar to the Company, are specialized automotive service retailers.
Certain of its competitors are larger in terms of sales volume, store size,
and/or number of stores, have access to greater capital and management
resources and have been operating longer in particular geographic areas
than the Company.
Although the Company's competition varies by geographic area, the
Company believes that it generally has a favorable competitive position in
terms of depth and breadth of product line, price, quality of personnel and
customer service.
In addition, the Company believes that its operation of service bays
in its SUPERCENTERS positively differentiates it from most of its competitors
by providing its customers with the ability to purchase parts and have them
installed at the same location. The Company believes that the warranty policies
in connection with the higher priced items it sells, such as tires, batteries,
brake linings and other major automotive parts and accessories, are comparable
or superior to those of its competitors.
EMPLOYEES
At January 30, 1999, the Company employed 27,460 persons as follows:
Full-time Part-time Total
Description Numbers % Numbers % Numbers %
------- ---- ------- ---- ------- ----
Store Sales 8,717 44.1 5,677 73.7 14,394 52.4
Store Service 8,458 42.8 1,839 23.8 10,297 37.5
------- ----- ----- ----- ------- -----
STORE TOTAL 17,175 86.9 7,516 97.5 24,691 89.9
Warehouses 1,079 5.5 160 2.1 1,239 4.5
Offices 1,500 7.6 30 .4 1,530 5.6
------- ------ ------- ------- ------- ------
TOTAL EMPLOYEES 19,754 100.0 7,706 100.0 27,460 100.0
====== ===== ===== ===== ====== =====
Of the 1,239 full-time and part-time warehouse employees referred to
above, 239 employees at the Company's New Jersey warehouse facilities are
members of a union. The Company believes employee relations are generally good.
At the end of fiscal 1997, the Company employed approximately 18,160 full-time
and 6,043 part-time employees and at the end of fiscal 1996, the Company
employed approximately 15,502 full-time and 4,987 part-time employees.
12
ITEM A EXECUTIVE OFFICERS OF THE COMPANY
The following table indicates the names, ages, years with the Company
and positions (together with the year of election to such positions) of the
executive officers of the Company:
- -----------------------------------------------------------------------------------------------------------------------------------
Years with Position with the Company and
Name Age Company Date of Election to Position
- ----- --- ------- ----------------------------
Mitchell G. Leibovitz 53 20 Chairman of the Board since 1994;
Chief Executive Officer
since 1990; President since 1986
Michael J. Holden 47 19 Executive Vice President
since 1996; Senior Vice
President & Chief Financial
Officer since 1987
Mark L. Page 42 23 Senior Vice President - Store
Operations since 1993
Frederick A. Stampone 43 16 Senior Vice President since 1987;
Chief Administrative Officer
since 1993; Secretary since 1988
Robert E. Brann 47 1/2 Senior Vice President -
. Merchandising since March 1999;
Vice President - Merchandising
since August 1998
Messrs. Leibovitz, Holden, Page and Stampone have been executive officers of
the Company for more than the past five years. Mr. Brann served as Executive
Vice President - Merchandising for Trak Auto Corp. from 1989 until August
1998 when he joined Pep Boys as Vice President - Merchandising until March 1999
when he became Senior Vice President - Merchandising. Each of the officers
serves at the pleasure of the Board of Directors of the Company.
13
ITEM 2 PROPERTIES
The Company owns its five-story, approximately 300,000 square foot
corporate headquarters in Philadelphia, Pennsylvania. The Company also owns the
following administrative regional offices -- a three-story, approximately
60,000 square foot structure in Los Angeles, California of which it occupies
approximately 35,000 square feet and approximately 4,000 square feet of space
in each of Melrose Park, Illinois and Bayamon, Puerto Rico. In addition, the
Company leases approximately 4,000 square feet of space for administrative
regional offices in each of Decatur, Georgia and Richardson, Texas.
Of the 638 store locations operated by the Company at
January 30, 1999, 346 are owned and 292 are leased. Of the 292 leased store
locations, 178 are ground leases.
14
The following table sets forth certain information regarding the owned
and leased warehouse space utilized by the Company for its 638 store locations
at January 30, 1999.
Warehouse Products Square Owned or Stores States
Location Warehoused Footage Leased Serviced Serviced
- --------- ---------- ------- ------ -------- -------
Los Angeles, CA All except 212,000 Owned 133 AZ, CA, NV
tires
Los Angeles, CA Tires 73,000 Leased 133 AZ, CA, NV
Los Angeles, CA All except 137,000 Leased 133 AZ, CA, NV
tires
Bridgeport, NJ All except 193,000 Owned 141 CT, DE, MA,
tires MD, ME, NH,
NJ, NY, PA,
PR, RI, VA
Bridgeport, NJ Tires and 273,000 Leased 141 CT, DE, MA,
chemicals MD, ME, NH,
NJ, NY, PA,
PR, RI, VA
Atlanta, GA All 392,000 Owned 127 AL, FL, GA,
NC, PR, SC,
TN, VA
Mesquite, TX All 244,000 Owned 98 AR, CO, KS,
LA, MO, NM
OK, TX
Plainfield, IN All 403,000 Leased 94 IL, IN, KY,
MI, MN, NY,
OH, PA
Tracy, CA All 246,250 Leased 45 CA, OR, UT,
NV, WA
----------
Total 2,173,250
==========
To meet its current expansion requirements the Company plans to open a
402,500 square foot leased warehouse facility in Chester, New York in mid
or late 1999.
15
The Company anticipates that its existing and planned warehouse space
will accommodate inventory necessary to support store expansion and any
increase in stock-keeping units through the end of fiscal 1999.
The Company is subject to federal, state and local provisions relating
to the protection of the environment, including provisions with respect to the
disposal of oil at its store locations. Estimated capital expenditures relating
to compliance with such environmental provisions are not deemed material.
ITEM 3 LEGAL PROCEEDINGS
The Company is a defendant in a purported class action entitled "Brian
Lee, Anthony Baxton, and Harry Schlein v. The Pep Boys - Manny, Moe & Jack," in
the Circuit Court of Mobile County, Alabama. The Company has moved to dismiss
the case for failure to state a claim. The Company's motion to dismiss is
pending before the Circuit Court of Mobile County, Alabama. In their complaint,
the plaintiffs allege that the Company sold old or used automotive batteries to
consumers as if those batteries were new. The complaint purports to state
causes of action for fraud and deceit, negligent misrepresentation, breach of
contract and violation of state consumer protection statutes. The plaintiffs
are seeking compensatory and punitive damages, as well as injunctive and
equitable relief. The Company believes the claims are without merit and intends
to vigorously defend this action.
The Company is also party to various other lawsuits and claims,
including purported class actions, arising in the normal course of business.
In the opinion of management, these lawsuits and claims, including the case
above, are not singularly or in the aggregate, material to the Company's
financial position or results of operations.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended January 30, 1999.
16
PART II
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The common stock of The Pep Boys - Manny, Moe & Jack is listed on the
New York Stock Exchange under the symbol "PBY". There were 4,022 registered
shareholders as of January 30, 1999. The following table sets forth for the
periods listed, the high and low sale prices and the cash dividends paid on the
Company's common stock.
- ---------------------------------------------------------------------------------------------------------------
MARKET PRICE PER SHARE
Market Price Per Share Cash Dividends
Fiscal year ended January 30, 1999 High Low Per Share
- ----------------------------------- ---- --- ---------
First Quarter 26 11/16 21 5/16 $.0650
Second Quarter 23 3/4 16 13/16 .0650
Third Quarter 17 7/8 12 3/8 .0650
Fourth Quarter 17 1/16 12 1/2 .0650
Fiscal year ended January 31, 1998
- ----------------------------------
First Quarter 35 29 3/8 $.0600
Second Quarter 35 5/8 30 .0600
Third Quarter 34 7/8 23 5/8 .0600
Fourth Quarter 26 3/16 21 9/16 .0600
It is the present intention of the Company's Board of Directors to continue to
pay regular quarterly cash dividends; however, the declaration and payment of
future dividends will be determined by the Board of Directors in its sole
discretion and will depend upon the earnings, financial condition and capital
needs of the Company and other factors which the Board of Directors deems
relevant.
17
ITEM 6 SELECTED FINANCIAL DATA
The following tables sets forth the selected financial data for the Company and
should be read in conjunction with the Consolidated Financial Statements and
Notes thereto included elsewhere herein.
SELECTED FINANCIAL DATA (UNAUDITED)
(dollar amounts in thousands, except per share amounts)
Year ended Jan. 30, 1999 Jan. 31, 1998 Feb. 1, 1997 Feb. 3, 1996 Jan. 28, 1995
- -----------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF EARNINGS DATA
Merchandise sales $ 1,991,340 $ 1,720,670 $ 1,554,757 $ 1,355,008 $ 1,211,536
Service revenue 407,368 335,850 273,782 239,332 195,449
Total revenues 2,398,708 2,056,520 1,828,539 1,594,340 1,406,985
Gross profit from merchandise sales 492,443(3) 474,239(4) 484,494 411,133 364,378
Gross profit from service revenue 79,453 66,081 53,025 44,390 32,417
Total gross profit 571,896(3) 540,320(4) 537,519 455,523 396,795
Selling, general and
administrative expenses(1) 517,827(3) 429,523(4) 349,353 295,098 247,069
Operating profit(1) 54,069(3) 110,797(4) 188,166 160,425 149,726
Nonoperating income(1) 2,145 4,315 1,369 1,099 2,687
Interest expense 48,930 39,656 30,306 32,072 25,931
Earnings before income taxes
and accounting change 7,284(3) 75,456(4) 159,229 129,452 126,482
Earnings before accounting change 4,974(3) 49,611(4) 100,824 81,494 80,008
Accounting change - - - - (4,300)
Net earnings 4,974(3) 49,611(4) 100,824 81,494 75,708
BALANCE SHEET DATA
Working capital $ 241,738 $ 151,340 $ 70,691 $ 39,868 $ 121,858
Current ratio 1.47 to 1 1.24 to 1 1.13 to 1 1.09 to 1 1.42 to 1
Merchandise inventories $ 527,397 $ 655,363 $ 520,082 $ 417,852 $ 366,843
Property and equipment-net 1,330,256 1,377,749 1,189,734 1,014,052 861,910
Total assets 2,096,112 2,161,360 1,818,365 1,500,008 1,291,019
Long-term debt (includes
all convertible debt) 691,714 646,641 455,665 367,043 380,787
Stockholders' equity 811,784 822,635 778,091 665,460 586,253
DATA PER COMMON SHARE
Basic earnings before accounting
change(2) $ .08(3) $ .81(4) $ 1.67 $ 1.37 $ 1.35
Basic earnings(2) .08(3) .81(4) 1.67 1.37 1.28
Diluted earnings before accounting
change(2) .08(3) .80(4) 1.62 1.34 1.32
Diluted earnings(2) .08(3) .80(4) 1.62 1.34 1.25
Cash dividends .26 .24 .21 .19 .17
Stockholders' equity 12.71 12.92 12.33 10.72 9.53
Common share price range:
high-low 26 11/16 - 12 3/8 35 5/8 - 21 9/16 38 1/4 - 27 7/8 34 3/4 - 21 7/8 36 7/8 - 26
OTHER STATISTICS
Return on average
stockholders' equity 0.6% 6.2% 14.0% 13.0% 13.4%
Common shares outstanding 63,847,640 63,657,728 63,119,491 62,084,021 61,501,679
Capital expenditures $ 167,876 $ 284,084 $ 245,246 $ 205,913 $ 185,072
Number of retail outlets 638 711 604 506 435
Number of service bays 6,608 6,208 5,398 4,727 4,166
- ----------------------------------------------------------------------------------------------------------------------------------
(1) Certain reclassifications have been made to the prior years' consolidated
financial statements to conform to the current year's presentation.
(2) All data per common share for the years ended February 1, 1997 and prior
have been restated to reflect the adoption of Statement of Financial
Accounting Standards No. 128 "Earnings per Share."
(3) Includes pretax charges of $29,451 ($20,109 net of tax or $.33 per
share-basic and diluted), $27,733 of which reduced gross profit from
merchandise sales with the remaining $1,718 included in selling, general
and administrative expenses. These charges were associated with the closure
and sale of 109 Pep Boys Express stores.
(4) Includes pretax charges of $28,012 ($18,418 net of tax or $.30 per
share-basic and diluted), $16,330 of which reduced gross profit from
merchandise sales with the remaining $11,682 included in selling, general
and administrative expenses. These charges were associated with closing
nine stores, reducing the store expansion program, converting all Parts USA
stores to the Pep Boys Express format, certain equipment write-offs, and
severance and other non-recurring expenses.
18
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table presents, for the periods indicated, certain items in the
consolidated statements of earnings as a percentage of total revenues (except
as otherwise provided) and the percentage change in dollar amounts of such
items compared to the indicated prior period.
Percentage of Total Revenues Percentage Change
- -----------------------------------------------------------------------------------------------------------------------------------
Jan. 30, 1999 Jan. 31, 1998 Feb. 1, 1997 Fiscal 1998 vs. Fiscal 1997 vs.
Year ended (Fiscal 1998) (Fiscal 1997) (Fiscal 1996) Fiscal 1997 Fiscal 1996
- -----------------------------------------------------------------------------------------------------------------------------------
Merchandise Sales 83.0% 83.7% 85.0% 15.7% 10.7%
Service Revenue(1) 17.0 16.3 15.0 21.3 22.7
- -----------------------------------------------------------------------------------------------------------------------------------
Total Revenues 100.0 100.0 100.0 16.6 12.5
- -----------------------------------------------------------------------------------------------------------------------------------
Costs of Merchandise Sales(2) 75.3(3) 72.4(3) 68.8(3) 20.3 16.5
Costs of Service Revenue(2) 80.5(3) 80.3(3) 80.6(3) 21.6 22.2
- -----------------------------------------------------------------------------------------------------------------------------------
Total Costs of Revenues 76.2 73.7 70.6 20.5 17.4
- -----------------------------------------------------------------------------------------------------------------------------------
Gross Profit from Merchandise Sales 24.7(3) 27.6(3) 31.2(3) 3.8 (2.1)
Gross Profit from Service Revenue 19.5(3) 19.7(3) 19.4(3) 20.2 24.6
- -----------------------------------------------------------------------------------------------------------------------------------
Total Gross Profit 23.8 26.3 29.4 5.8 .5
- -----------------------------------------------------------------------------------------------------------------------------------
Selling, General and
Administrative Expenses 21.6 20.9 19.2 20.6 22.9
- -----------------------------------------------------------------------------------------------------------------------------------
Operating Profit 2.2 5.4 10.2 (51.2) (41.1)
Nonoperating Income .1 .2 .1 (50.3) 215.2
Interest Expense 2.0 1.9 1.6 23.4 30.9
- -----------------------------------------------------------------------------------------------------------------------------------
Earnings Before Income Taxes .3 3.7 8.7 (90.3) (52.6)
- -----------------------------------------------------------------------------------------------------------------------------------
Income Taxes 31.7(4) 34.3(4) 36.7(4) (91.1) (55.7)
- -----------------------------------------------------------------------------------------------------------------------------------
Net Earnings .2 2.4 5.5 (90.0) (50.8)
- -----------------------------------------------------------------------------------------------------------------------------------
(1) Service revenue consists of the labor charge for installing merchandise or
maintaining or repairing vehicles, excluding the sale of any installed
parts or materials.
(2) Costs of merchandise sales include the cost of products sold, buying,
warehousing and store occupancy costs. Costs of service revenue include
service center payroll and related employee benefits and service center
occupancy costs. Occupancy costs include utilities, rents, real estate and
property taxes, repairs and maintenance and depreciation and amortization
expenses.
(3) As a percentage of related sales or revenue, as applicable.
(4) As a percentage of earnings before income taxes.
19
FISCAL 1998 VS. FISCAL 1997
Total revenues for fiscal 1998 increased 16.6% over fiscal 1997 due
primarily to a 9.0% increase in comparable store sales (revenues generated by
stores in operation during the same months of each period) as well as more
stores in operation during fiscal 1998 versus fiscal 1997. Comparative store
merchandise sales, which were positively impacted by the Company's commercial
delivery program, increased 8.6% while comparable service revenue
increased 11.5%.
Sales for fiscal 1998 were negatively impacted by the sale and closure
of 115 stores, 109 of which were closed on or about October 10, 1998.
On October 21, 1998, the Company consummated the sale of real estate assets
relating to 100 of these stores. As a result of these events, the Company
recorded pretax charges of $29,451,000 ($20,109,000 net of tax), $27,733,000 of
which was included in costs of merchandise sales. These costs include various
building, leasehold improvement, fixture and equipment write-offs, as well as
lease commitment charges and the costs associated with handling the related
merchandise inventories. The remaining $1,718,000 of related costs, which
consist primarily of store and general office payroll and travel expenses, have
been included in selling, general and administrative expenses.
The substantial decrease in gross profit from merchandise sales, as a
percentage of merchandise sales, was due primarily to significantly lower
merchandise margins as well as the pretax charges of $27,733,000 recorded in
fiscal 1998 versus the pretax charges of $16,330,000 recorded in fiscal 1997
offset, in part, by decreases in warehousing and store occupancy costs. The
fiscal 1997 pretax charges included the costs associated with closing nine
stores, converting all Parts USA stores to the Pep Boys Express format, certain
equipment write-offs and other non-recurring charges.
The increase in selling, general and administrative expenses, as a
percentage of total revenues, was due primarily to a substantial increase in
store expenses and an increase in media costs offset, in part, by a decrease in
general office costs and the pretax charges of $1,718,000 recorded in
fiscal 1998 versus $11,682,000 recorded in fiscal 1997. The fiscal 1997
pretax charges included costs associated with reducing the store expansion
program, certain equipment write-offs and other non-recurring charges.
The significant decrease in net earnings in fiscal 1998, as compared
with fiscal 1997, was due primarily to a substantial decrease in gross profit
from merchandise sales, as a percentage of merchandise sales and an increase in
selling, general and administrative expenses, as a percentage of total
revenues. Comparably, the after tax charges of $20,109,000 recorded in fiscal
1998, as a percentage of total revenues, were primarily offset by the after tax
charges of $18,418,000 recorded in fiscal 1997.
FISCAL 1997 vs. FISCAL 1996
Total revenues for fiscal 1997 increased 12.5% over fiscal 1996 due to
a higher store count (711 at January 31, 1998 compared with 604 at February 1,
1997) offset, in part, by a 0.4% decrease in comparable store revenues
(revenues generated by stores in operation during the same months of each
period). Comparable store merchandise sales decreased 2.3% while comparable
service revenue increased 10.3%.
During fiscal 1997 the Company recorded pretax charges of $28,012,000
($18,418,000 net of tax), $16,330,000 of which was recorded as costs of
merchandise sales and includes the costs associated with closing nine stores,
converting all Parts USA stores to the Pep Boys Express format, certain
equipment write-offs and other non-recurring expenses. The remaining
$11,682,000 of these expenses, which include costs associated with reducing
the store expansion program, certain equipment write-offs and other
non-recurring expenses, have been included in selling, general and
administrative expenses.
20
The substantial decrease in gross profit from merchandise sales, as a
percentage of merchandise sales, was due primarily to significantly lower
merchandise margins, significantly higher store occupancy costs and the
$16,330,000 pretax charge.
The dramatic increase in selling, general and administrative expenses,
as a percentage of total revenues, was due primarily to a substantial increase
in store expenses, an increase in general office costs and the $11,682,000
pretax charge.
Interest expense increased, as a percentage of total revenues, due
primarily to higher debt levels necessary to fund the Company's store expansion
program and related working capital requirements offset, in part, by slightly
lower interest rates.
Net earnings in fiscal 1997, which were negatively impacted by the
after tax charges of $18,418,000, decreased substantially as compared with
fiscal 1996, as a percentage of total revenues, due primarily to a substantial
decrease in gross profit from merchandise sales, as a percentage of merchandise
sales, a dramatic increase in selling, general and administrative expenses, as
a percentage of total revenues, and an increase in interest expense, as a
percentage of total revenues.
EFFECTS OF INFLATION
The Company uses the LIFO method of inventory valuation. Thus, the
cost of merchandise sold approximates current cost. Although the Company cannot
accurately determine the precise effect of inflation on its operations, it does
not believe inflation has had a material effect on revenues or results of
operations during fiscal 1998, fiscal 1997 or fiscal 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements arise principally from the need to
finance the acquisition, construction and equipping of new stores and to
purchase inventory. The Company opened 39 stores in fiscal 1998, 110 stores
in fiscal 1997 and 100 stores in fiscal 1996. During fiscal 1998, the Company
consummated the sale of the real estate assets relating to 100 of its non-
service/non-tire format Pep Boys Express stores for net proceeds of
$97,473,000. A portion of the net proceeds were used to repay debt and the
remaining amount was invested in short-term money market accounts and
subsequently used to finance a portion of the Company's share repurchase on
February 1, 1999. In fiscal 1998, with significantly decreased levels of
capital expenditures, the cash generated from its sale of real estate assets,
partially offset by increased net inventory levels, the Company increased its
debt by $70,380,000 and increased its cash and cash equivalents by
$103,737,000. In fiscal 1997, with increased levels of capital expenditures
and net inventory, the Company increased its debt by $174,999,000. In fiscal
1996, with increased levels of capital expenditures, the Company increased
its debt by $43,550,000.
21
The following table indicates the Company's principal cash requirements for the past three years.
(dollar amounts Fiscal Fiscal Fiscal
in thousands) 1998 1997 1996 Total
- ---------------------------------------------------------------------------------------------------------------
Cash Requirements:
Capital expenditures $167,876 $284,084 $245,246 $697,206
Net inventory
increase (decrease)(1) 40,696 63,764 (12,782) 91,678
- ---------------------------------------------------------------------------------------------------------------
Total $208,572 $347,848 $232,464 $788,884
- ---------------------------------------------------------------------------------------------------------------
Net cash provided by
operating activities
(excluding the change
in net inventory) $160,713 $180,721 $169,811 $511,245
- ---------------------------------------------------------------------------------------------------------------
(1) Net inventory increase (decrease) is the change in inventory less the
change in accounts payable.
In fiscal 1998, merchandise inventories decreased, as the Company
reduced its warehouse inventories, better tailored its store inventories and
decreased its net store count by 73 stores. At the same time the approximate
average number of stock-keeping units per store decreased to 25,000 from 28,000
in fiscal 1997 and 27,000 in fiscal 1996. In fiscal 1997 and fiscal 1996,
merchandise inventories increased, as the Company added a net of 205 stores
during those two years.
The Company's working capital was $241,738,000 at January 30, 1999,
$151,340,000 at January 31, 1998 and $70,691,000 at February 1, 1997. The
Company's long-term debt, as a percentage of its total capitalization, was 46%
at January 30, 1999, 44% at January 31, 1998 and 37% at February 1, 1997.
As of April 1999, the Company has available lines of credit totaling
$280,000,000.
The Company currently plans to open approximately 25 new stores in
fiscal 1999. Management estimates that the cost to open all 25 stores, coupled
with capital expenditures relating to existing stores, warehouses and offices
during fiscal 1999, will be approximately $138,000,000. In fiscal 1999, the
Company has additional cash requirements to finance a share repurchase totaling
$180,427,000 and to repay its debt maturities totaling $72,464,000. The
Company's cash and cash equivalents on hand and existing credit facilities as
well as its new debt obtained in connection with the share repurchase are
sufficient to finance the share repurchase and debt maturities due in 1999. The
Company anticipates that its net cash provided by operating activities will
exceed its remaining principal cash requirements (capital expenditures and net
inventory) in fiscal 1999.
On February 1, 1999, the Company repurchased 11,276,698 of its common
shares outstanding. The Company financed the share repurchase with $110,427,000
in cash and with the $70,000,000 proceeds received in connection with the
private placement of Senior Notes issued on February 1, 1999. The Senior Notes
were issued in two series at par and pay interest semiannually on January 31
and July 31, commencing July 31, 1999. Series A Senior Notes, with an aggregate
principal balance of $25,000,000, will mature in 2009 and bear interest at
7.80% per annum. Series B Senior Notes, with an aggregate principal balance of
$45,000,000, will mature in 2011 and bear interest at 7.95% per annum. In
addition, the interest rates on the Senior Notes are subject to a .50% increase
for such time as the credit rating of the Company's long-term unsecured debt
securities decreases below investment grade as rated by both Moody's and
Standard & Poor's.
22
In February 1998, the Company established a Medium-Term Note program
which permitted the Company to issue up to $200,000,000 of Medium-Term Notes.
Under this program the Company sold $100,000,000 principal amount of senior
notes, ranging in annual interest rates from 6.7% to 6.9% and due March 2004
and March 2006. The net proceeds of $99,429,000 were used for working capital,
the repayment of debt and for general corporate purposes. Additionally, in July
1998, under this note program, the Company sold $100,000,000 of Term Enhanced
ReMarketable Securities with a stated maturity date of July 2017. The Company
also sold a call option with the securities, which allows the securities to be
remarketed to the public in July 2006 under certain circumstances. If the
securities are not remarketed, the Company will be obligated to repay the
principal amount in full in July 2017. The level yield to maturity on the
securities is approximately 6.85% and the coupon rate is 6.92%. The net
proceeds of $101,923,500 from the sale of the securities and the call option
were used for working capital, the repayment of debt and for general corporate
purposes.
In July 1997, the Company established a Medium-Term Note program which
permitted the Company to issue up to $150,000,000 of Medium-Term Notes. Under
this program the Company has sold $150,000,000 principal amount of senior
notes, ranging in annual interest rates from 6.4% to 6.7% and due November 2004
through September 2007. The net proceeds of $149,225,000 were used for working
capital, the repayment of debt and for general corporate purposes.
In September 1996, the Company received net proceeds of $146,250,000
from the sale of zero coupon subordinated Liquid Yield Option Notes due 2011
which have an aggregate principal amount at maturity of $271,704,000. The notes
were issued at a discount representing a yield to maturity of 4%. Proceeds from
the notes were used to repay the Company's short-term variable-rate bank debt,
portions of the Company's long-term variable rate bank debt and for general
corporate purposes.
NEW ACCOUNTING STANDARDS
In June 1998, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives), and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. This statement is effective for all fiscal quarters
of fiscal years beginning after June 15, 1999, although early adoption is
encouraged. The Company is still in the process of analyzing the impact of the
adoption of this statement on its consolidated financial position and results
of operations.
In March 1998, the AICPA issued Statement of Position ("SOP") 98-1,
"Accounting for the Costs of Computer Software Developed for or Obtained for
Internal Use." The SOP requires the capitalization of certain costs incurred
after the date of adoption in connection with developing or obtaining software
for internal use. The Company adopted SOP 98-1 effective February 1, 1998. As
a result of adoption of this statement, the Company capitalized costs amounting
to $2,851,000 in fiscal 1998.
23
INFORMATION SYSTEMS AND THE YEAR 2000
During 1997, the Company initiated a project to assess the impact of
Year 2000 issues on a corporate-wide basis. A Year 2000 Project Director,
reporting directly to the Chief Information Officer, was assigned to lead the
project and, in conjunction with senior management of the Company, has
formulated a project plan to address Year 2000 compliance issues. The Project
Director monitors and coordinates the project plan through regular meetings
with operational managers who execute the specifics of the project plan. The
Project Director regularly updates senior management, including the Company's
Chief Financial Officer. In addition, the Board of Directors is periodically
updated by the Company's senior management.
The project plan is comprehensive and focuses on both information
technology (IT) systems and non-IT systems. Execution of the project plan has
been divided into five key phases: inventory, assessment, remediation, testing,
and implementation. The Company is utilizing both internal and external
resources to complete its Year 2000 project plan initiatives.
IT systems include the Company's application software, both proprietary
and third party, as well as the hardware infrastructure. Specifically, this
includes all software and related hardware for the Company's systems, namely:
mainframe, store, personal computer, local area network, and data
communication. The inventory and assessment phases for the IT systems are
substantially complete. Although the IT systems are currently in various stages
of remediation, testing and implementation, the Company estimates that
approximately 60% of its IT systems are currently Year 2000 compliant. The
Company currently expects to substantially complete these processes with
respect to its IT systems by mid-1999.
The non-IT systems include equipment and systems that contain embedded
computer chips, such as energy management, HVAC, telephone and the Company's
service center equipment, which specifically includes its engine diagnostic,
wheel alignment and emission testing equipment. The inventory and assessment
phases for the non-IT systems are substantially complete. The Company currently
expects to have substantially all of its non-IT systems Year 2000 compliant by
October 1999.
The Company's critical third party vendor relationships (other than
those relating to IT and non-IT systems), such as relationships with critical
merchandise, transportation, utility, financial institutions and other general
service providers, are currently being reviewed for Year 2000 compliance. The
Company will use the information obtained in its review of third party vendor
relationships in its contingency plan development.
The Company is in the process of developing contingency plans. These
plans will identify what actions would need to be taken if a critical system or
third party service provider were not Year 2000 compliant. The Company expects
such plans to be completed by October 1999.
Although the Company is making significant progress to ensure that its
systems and facilities are Year 2000 compliant, the ability of third party
service providers, merchandise vendors and certain other third parties,
including communications and utility companies, to be Year 2000 compliant is
beyond the Company's control. Therefore, the Company can offer no assurances
that the systems of other entities on which the Company's systems may rely will
be modified to be Year 2000 compliant or, if so modified, will be compatible
with the Company's systems. The failure of these entities to achieve Year 2000
compliance on a timely basis could have a material adverse effect on the
Company. At this time, the Company does not expect any Year 2000 issues to
materially affect its operations, merchandise sales, service revenues,
competitive position or financial performance.
The Company estimates that total costs associated with the Year 2000
effort will range from approximately $9,000,000 to $13,000,000, of which
approximately $4,300,000 has been incurred through January 30, 1999. The
Company's Year 2000 costs have been and are expected to be funded out of cash
flows from operating activities.
The foregoing statements as to costs and dates relating to the Year
2000 effort are forward-looking and as a result involve risks and
uncertainties. They are based on the Company's best estimates which may be
updated as additional information becomes available. The Company's
forward-looking statements are also based on assumptions about many important
factors, including the technical skills of employees and independent
contractors, the representations and preparedness of third parties, the failure
of vendors to deliver merchandise or perform services required by the Company
and the collateral effects of Year 2000 issues on the Company's business
partners and customers. While the Company believes its assumptions are
reasonable, it cautions that it is impossible to predict the impact of certain
factors that could cause actual costs or timetables to differ materially from
the expected results.
24
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not utilize financial instruments for trading purposes
and holds no derivative financial instruments which could expose the Company to
significant market risk. The Company's primary market risk exposure with regard
to financial instruments is to changes in interest rates. Pursuant to the terms
of certain revolving credit agreements, changes in the federal funds rate, the
lenders' prime rate or LIBOR could affect the rates at which the Company could
borrow funds thereunder. At January 30, 1999, the Company had no outstanding
borrowings against these credit facilities. The table below summarizes the fair
value and contract terms of fixed rate debt instruments held by the Company at
January 30, 1999:
(dollar amounts Average
in thousands) Amount Interest Rate
- ----------------------------------------------------------------
Fair value at
January 30, 1999 $573,062
Expected maturities:
1999 72,464 4.0%
2000 183 7.5
2001 197 7.5
2002 111 7.6
2003 75,014 6.6
- -----------------------------------------------------------------
FORWARD-LOOKING STATEMENTS
Certain statements made herein are forward-looking which involve risks
and uncertainties. The Company's actual results may differ materially from the
results discussed in the forward-looking statements due to factors beyond the
control of the Company, including the strength of the national and regional
economies and consumers' ability to spend, the health of the various sectors of
the market that the Company serves, the weather in geographical regions with a
high concentration of the Company's stores, competitive pricing, location and
number of competitors' stores, product costs, and the ability to grow and
improve the commercial delivery program. Further factors that might cause such
a difference include, but are not limited to, the factors described in the
Company's filings with the Securities and Exchange Commission.
25
ITEM 8 FINANCIAL STATEMENT AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
The Pep Boys - Manny, Moe & Jack
We have audited the accompanying consolidated balance sheets of The Pep Boys -
Manny, Moe & Jack and subsidiaries as of January 30, 1999 and January 31, 1998,
and the related consolidated statements of earnings, stockholders' equity, and
cash flows for each of the three years in the period ended January 30, 1999.
Our audits also included the financial statement schedule listed in the index
at Item 14. These financial statements and the financial statement schedule are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and the financial statement
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of The Pep Boys - Manny, Moe & Jack
and subsidiaries at January 30, 1999 and January 31, 1998, and the results of
their operations and their cash flows for each of the three years in the period
ended January 30, 1999 in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as
a whole, presents fairly, in all material respects, the information set forth
therein.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
March 18, 1999
26
CONSOLIDATED BALANCE SHEETS The Pep Boys - Manny, Moe & Jack and Subsidiaries
(dollar amounts in thousands, except per share amounts)
January 30, January 31,
1999 1998
- ----------------------------------------------------------------------------------------------------------------------------------
ASSETS
Current Assets:
Cash and cash equivalents $ 114,548 $ 10,811
Accounts receivable, less allowance for
uncollectible accounts of $996 and $265 17,393 13,070
Merchandise inventories 527,397 655,363
Prepaid expenses 36,634 27,449
Deferred income taxes 17,073 23,215
Other 41,099 40,308
- ----------------------------------------------------------------------------------------------------------------------------------
Total Current Assets 754,144 770,216
- ----------------------------------------------------------------------------------------------------------------------------------
Property and Equipment - at cost:
Land 281,804 296,721
Building and improvements 907,309 920,522
Furniture, fixtures and equipment 596,840 542,256
Construction in progress 30,951 21,432
- ----------------------------------------------------------------------------------------------------------------------------------
1,816,904 1,780,931
Less accumulated depreciation and amortization 486,648 403,182
- ----------------------------------------------------------------------------------------------------------------------------------
Total Property and Equipment 1,330,256 1,377,749
- ----------------------------------------------------------------------------------------------------------------------------------
Other 11,712 13,395
- ----------------------------------------------------------------------------------------------------------------------------------
$ 2,096,112 $ 2,161,360
- ----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 240,391 $ 409,053
Accrued expenses 199,551 162,666
Short-term borrowings - 47,000
Current maturities of convertible debt 72,294 -
Current maturities of long-term debt 170 157
- ----------------------------------------------------------------------------------------------------------------------------------
Total Current Liabilities 512,406 618,876
- ----------------------------------------------------------------------------------------------------------------------------------
Long-Term Debt, less current maturities 526,851 402,021
Convertible Debt, less current maturities 164,863 244,620
Deferred Income Taxes 80,208 73,208
Commitments and Contingencies
Stockholders' Equity:
Common stock, par value $1 per share: Authorized 500,000,000 shares;
Issued and outstanding 63,847,640 and 63,657,728 63,848 63,658
Additional paid-in capital 175,940 173,107
Retained earnings 636,475 647,505
Accumulated Other Comprehensive Income (4,210) (1,366)
- ----------------------------------------------------------------------------------------------------------------------------------
872,053 882,904
Less cost of shares in benefits trust - 2,232,500 shares, at cost 60,269 60,269
- ----------------------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity 811,784 822,635
- ----------------------------------------------------------------------------------------------------------------------------------
$ 2,096,112 $ 2,161,360
- ----------------------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
27
CONSOLIDATED STATEMENTS OF EARNINGS The Pep Boys - Manny, Moe & Jack and Subsidiaries
(dollar amounts in thousands, except per share amounts)
January 30, January 31, February 1,
Year ended 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
Merchandise Sales $1,991,340 $1,720,670 $ 1,554,757
Service Revenue 407,368 335,850 273,782
- ----------------------------------------------------------------------------------------------------------------------------------
Total Revenues 2,398,708 2,056,520 1,828,539
- ----------------------------------------------------------------------------------------------------------------------------------
Costs of Merchandise Sales 1,498,897 1,246,431 1,070,263
Costs of Service Revenue 327,915 269,769 220,757
- ----------------------------------------------------------------------------------------------------------------------------------
Total Costs of Revenues 1,826,812 1,516,200 1,291,020
- ----------------------------------------------------------------------------------------------------------------------------------
Gross Profit from Merchandise Sales 492,443 474,239 484,494
Gross Profit from Service Revenue 79,453 66,081 53,025
- ----------------------------------------------------------------------------------------------------------------------------------
Total Gross Profit 571,896 540,320 537,519
- ----------------------------------------------------------------------------------------------------------------------------------
Selling, General and Administrative
Expenses 517,827 429,523 349,353
- ----------------------------------------------------------------------------------------------------------------------------------
Operating Profit 54,069 110,797 188,166
Nonoperating Income 2,145 4,315 1,369
Interest Expense 48,930 39,656 30,306
- ----------------------------------------------------------------------------------------------------------------------------------
Earnings Before Income Taxes 7,284 75,456 159,229
Income Taxes 2,310 25,845 58,405
- ----------------------------------------------------------------------------------------------------------------------------------
Net Earnings $ 4,974 $ 49,611 $ 100,824
- ----------------------------------------------------------------------------------------------------------------------------------
Basic Earnings per Share $ .08 $ .81 $ 1.67
Diluted Earnings per Share $ .08 $ .80 $ 1.62
- ----------------------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
28
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY The Pep Boys - Manny, Moe & Jack and Subsidiaries
(dollar amounts in thousands, except per share amounts)
Accumulated
Additional Other Total
Common Stock Paid-in Retained Comprehensive Benefits Stockholders'
Shares Amount Capital Earnings Income Trust Equity
- ----------------------------------------------------------------------------------------------------------------------------------
Balance, February 3, 1996 62,084,021 $62,084 $139,202 $524,443 $ $(60,269) $665,460
Comprehensive Income
Net earnings 100,824
Total Comprehensive Income 100,824
Cash dividends ($.21 per share) (12,686) (12,686)
Exercise of stock options
and related tax benefits 1,002,333 1,002 22,977 23,979
Dividend reinvestment plan 33,137 33 1,025 1,058
Acquisitions and transfers of 150,500
shares to employees' savings plan (544) (544)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance, February 1, 1997 63,119,491 63,119 162,660 612,581 (60,269) 778,091
Comprehensive Income
Net earnings 49,611
Minimum pension liability adjustment,
net of tax (1,366)
Total Comprehensive Income 48,245
Cash dividends ($.24 per share) (14,687) (14,687)
Exercise of stock options
and related tax benefits 491,039 492 9,582 10,074
Dividend reinvestment plan 47,198 47 1,221 1,268
Acquisitions and transfers of 190,000
shares to employees' savings plan (356) (356)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance, January 31, 1998 63,657,728 63,658 173,107 647,505 (1,366) (60,269) 822,635
Comprehensive Income
Net earnings 4,974
Minimum pension liability adjustment,
net of tax (2,844)
Total Comprehensive Income 2,130
Cash dividends ($.26 per share) (16,004) (16,004)
Exercise of stock options
and related tax benefits 107,825 108 1,369 1,477
Dividend reinvestment plan 82,087 82 1,369 1,451
Acquisitions and transfers of 75,000
shares to employees' savings plan 95 95
- ----------------------------------------------------------------------------------------------------------------------------------
Balance, January 30, 1999 63,847,640 $63,848 $175,940 $636,475 $(4,210) $(60,269) $811,784
See notes to consolidated financial statements.
29
CONSOLIDATED STATEMENTS OF CASH FLOWS The Pep Boys - Manny, Moe & Jack and Subsidiaries
(dollar amounts in thousands, except per share amounts)
January 30, January 31, February 1,
Year ended 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net earnings $ 4,974 $ 49,611 $ 100,824
Adjustments to Reconcile Net Earnings to Net Cash
Provided by Operating Activities:
Depreciation and amortization 96,856 82,862 65,757
Accretion of bond discount 6,493 6,133 2,238
Increase in deferred income taxes 13,142 16,593 8,838
Loss (gain) from sales of assets 19,968 12,278 (34)
Changes in operating assets and liabilities:
Increase in accounts receivable, prepaid expenses
and other (14,857) (16,875) (44,950)
Decrease (Increase) in merchandise inventories 127,966 (135,281) (102,230)
(Decrease) Increase in accounts payable (168,662) 71,517 115,012
Increase in accrued expenses 34,137 30,119 37,138
- -----------------------------------------------------------------------------------------------------------------------------------
Total Adjustments 115,043 67,346 81,769
- -----------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 120,017 116,957 182,593
- -----------------------------------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities:
Capital expenditures (167,876) (284,084) (245,246)
Proceeds from sales of assets 98,545 929 3,841
- -----------------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (69,331) (283,155) (241,405)
- -----------------------------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities:
Net (payments) borrowings under line of credit
agreements (122,000) 19,000 (1,500)
Borrowings from life insurance policies - 12,406 -
Reduction of long-term debt (14,114) (134) (107,187)
Dividends paid (16,004) (14,687) (12,686)
Net proceeds from issuance of notes 202,241 149,225 146,250
Proceeds from exercise of stock options 1,477 7,342 23,979
Proceeds from dividend reinvestment plan 1,451 1,268 1,058
- -----------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities 53,051 174,420 49,914
- -----------------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash 103,737 8,222 (8,898)
Cash and Cash Equivalents at Beginning of Year 10,811 2,589 11,487
- -----------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ 114,548 $ 10,811 $ 2,589
- -----------------------------------------------------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information:
Income taxes paid $ - $ 29,009 $ 56,336
Interest paid, net of amounts capitalized 39,966 32,489 31,843
- -----------------------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
30
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended January 30, 1999, January 31, 1998 and February 1, 1997 (dollar
amounts in thousands, except per share amounts)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS The Pep Boys - Manny, Moe & Jack and subsidiaries (the "Company") is
engaged principally in the retail sale of automotive parts and accessories,
automotive maintenance and service and the installation of parts through a
chain of 638 stores at January 30, 1999. The Company currently operates stores
in 37 states and Puerto Rico.
FISCAL YEAR END The Company's fiscal year ends on the Saturday nearest to
January 31. Fiscal years 1998, 1997 and 1996 were comprised of 52 weeks.
PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the
accounts of the Company and its subsidiaries. All significant intercompany
balances and transactions have been eliminated.
USE OF ESTIMATES The preparation of the Company's consolidated financial
statements in conformity with generally accepted accounting principles
necessarily requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
MERCHANDISE INVENTORIES Merchandise inventories are valued at the lower of cost
(last-in, first-out method) or market. If the first-in, first-out method of
valuing inventories had been used, inventories would have been approximately
$0 and $870 higher at January 30, 1999 and January 31, 1998, respectively.
CASH AND CASH EQUIVALENTS Cash equivalents include all short-term, highly
liquid investments that are readily convertible to known amounts of cash and so
near maturity that they present an insignificant risk to changes in value
because of changes in interest rates.
PROPERTY AND EQUIPMENT Property and equipment are recorded at cost.
Depreciation and amortization are computed using the straight-line method over
the following estimated useful lives: building and improvements, 5 to 40 years;
furniture, fixtures and equipment, 3 to 10 years.
CAPITALIZED INTEREST Interest on borrowed funds is capitalized in connection
with the construction of certain long-term assets. Capitalized interest
amounted to $1,020, $1,861 and $1,575 in fiscal years 1998, 1997 and 1996,
respectively.
SERVICE REVENUE Service revenue consists of the labor charge for installing
merchandise or maintaining or repairing vehicles, excluding the sale of any
installed parts or materials.
COSTS OF REVENUES Costs of merchandise sales include the cost of products sold,
buying, warehousing and store occupancy costs. Costs of service revenue include
service center payroll and related employee benefits and service center
occupancy costs. Occupancy costs include utilities, rents, real estate and
property taxes, repairs and maintenance and depreciation and amortization
expenses.
PENSION EXPENSE The Company reports all information on its pension and savings
plan benefits in accordance with Statement of Financial Accounting Standards
(SFAS) No. 132, "Employers' Disclosure about Pensions and Other Postretirement
Benefits." All periods reported have been stated in accordance with
SFAS No. 132.
INCOME TAXES The Company uses the liability method of accounting for income
taxes in accordance with SFAS No. 109, "Accounting for Income Taxes." Under the
liability method, deferred income taxes are determined based upon enacted tax
laws and rates applied to the differences between the financial statement and
tax bases of assets and liabilities.
ADVERTISING The Company expenses the production costs of advertising the first
time the advertising takes place. The Company nets cooperative advertising
reimbursements against costs incurred. Net advertising expense for fiscal years
1998, 1997 and 1996 was $6,378, $0 and $324, respectively. No advertising costs
were recorded as an asset as of January 30, 1999.
STORE OPENING COSTS The costs of opening new stores are expensed as incurred.
31
IMPAIRMENT OF LONG-LIVED ASSETS The Company accounts for impaired long-lived
assets in accordance with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of." This standard
prescribes the method for asset impairment evaluation for long-lived assets and
certain identifiable intangibles that are either held and used or to be
disposed of. The Company reviews the carrying values of its long-lived and
identifiable intangible assets for possible impairment whenever events or
changes in circumstances indicate that the carrying amount of assets may not be
recoverable.
EARNINGS PER SHARE Earnings per share for all periods have been computed in
accordance with SFAS No. 128, "Earnings Per Share." Basic earnings per share is
computed by dividing earnings by the weighted average number of common shares
outstanding during the year. Diluted earnings per share is computed by dividing
earnings by the weighted average number of common shares outstanding during the
year plus the assumed conversion of dilutive convertible debt and incremental
shares that would have been outstanding upon the assumed exercise of dilutive
stock options.
ACCOUNTING FOR STOCK-BASED COMPENSATION The Company adopted the disclosure-only
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation." As
permitted by SFAS No. 123, the Company is accounting for employee stock-based
compensation plans in accordance with Accounting Principles Board (APB) opinion
No. 25, "Accounting for Stock Issued to Employees," and has provided
disclosures required by SFAS No. 123.
COMPREHENSIVE INCOME Comprehensive income is reported in accordance with SFAS
No. 130, "Reporting Comprehensive Income." Other comprehensive income includes
minimum pension liability adjustments.
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES In June 1998, the
FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives), and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. This statement is effective for all fiscal quarters
of fiscal years beginning after June 15, 1999, although early adoption is
encouraged. The Company is still in the process of analyzing the impact of the
adoption of this statement on its consolidated financial position and results
of operations.
ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE DEVELOPED FOR OR OBTAINED FOR
INTERNAL USE In March 1998, the AICPA issued Statement of Position
("SOP") 98-1, "Accounting for the Costs of Computer Software Developed for or
Obtained for Internal Use." The SOP requires the capitalization of certain
costs incurred after the date of adoption in connection with developing or
obtaining software for internal use. The Company adopted SOP 98-1 effective
February 1, 1998. As a result of adoption of this statement, the Company
capitalized costs amounting to $2,851 in fiscal 1998.
SEGMENT INFORMATION The Company reports segment information in accordance with
SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information." The Company operates in one industry, the automotive aftermarket.
In accordance with SFAS No. 131, the Company aggregates all of its stores and
reports one operating segment. Sales by major product categories are as
follows:
Year ended Jan. 30, 1999 Jan. 31, 1998 Feb. 1, 1997
- ----------------------------------------------------------------------------------------
Parts and Accessories $1,649,599 $1,448,355 $1,338,875
Tires 341,741 272,315 215,882
- ----------------------------------------------------------------------------------------
Total Merchandise Sales 1,991,340 1,720,670 1,554,757
Service 407,368 335,850 273,782
- ----------------------------------------------------------------------------------------
Total Revenues $2,398,708 $2,056,520 $1,828,539
========================================================================================
Parts and accessories includes batteries, new and rebuilt parts, chemicals,
mobile electronics, tools, and various car, truck, van and sport utility
vehicle accessories as well as other automotive related items. Service consists
of the labor charge for installing merchandise or maintaining or repairing
vehicles.
RECLASSIFICATIONS Certain reclassifications have been made to the prior years'
consolidated financial statements to conform to the current year's presentation.
32
NOTE 2 - DEBT
SHORT-TERM BORROWINGS The Company had short-term borrowings of $0 at
January 30, 1999 and $47,000 at January 31, 1998. The Company had short-term
lines of credit with several banks totaling $120,000 at January 30, 1999 and
$159,000 at January 31, 1998. The interest rates on these lines were negotiated
based upon market conditions. The weighted average interest rate on borrowings
from these lines was 5.9% at January 31, 1998. The average and maximum month
end balances on these borrowings were $43,171 and $137,050, respectively,
during fiscal 1998 and $111,014 and $143,150, respectively, during fiscal 1997.
LONG-TERM DEBT
- ------------------------------------------------------------------------------------------------------------
January 30, 1999 January 31, 1998
- ------------------------------------------------------------------------------------------------------------
Medium-term notes, 6.4% to 6.7%, due
November 2004 through September 2007 $150,000 $150,000
Medium-term notes, 6.7% to 6.9%, due 100,000 -
March 2004 through March 2006
7% notes due June 2005 100,000 100,000
6.92% Term Enhanced ReMarketable Securities, 100,000 -
Due July 2017
Revolving credit agreement - 75,000
6 5/8% notes due May 2003 75,000 75,000
Mortgage notes payable, 5.8% to 8% 2,021 2,178
- ------------------------------------------------------------------------------------------------------------
527,021 402,178
Less current maturities 170 157
- ------------------------------------------------------------------------------------------------------------
Total long-term debt $526,851 $402,021
- ------------------------------------------------------------------------------------------------------------
The Company has a revolving credit agreement with seven major banks
providing for borrowings of up to $200,000. Funds may be drawn and repaid
anytime prior to March 30, 2002. Sixty days prior to each anniversary date, the
Company may request, and upon agreement of each bank, extend the maturity of
this facility an additional year. If one of the banks fails to agree to this
extension, the Company has the right to replace that bank. At the Company's
option, the interest rate on any loan may be based on (i) the higher of the
federal funds rate plus 1/4% or the prime rate, (ii) LIBOR plus up to 1.1% or
(iii) a negotiated rate based upon market conditions. The weighted average
interest rate on borrowings under the revolving credit agreement was 5.9% at
January 31, 1998.
The weighted average interest rate on the mortgage notes payable was
6.4% at January 30, 1999 and 6.9% at January 31, 1998. These notes, which
mature at various times through August 2016, are collateralized by land and
buildings with an aggregate carrying value of approximately $7,537 at
January 30, 1999.
In February 1998, the Company established a Medium-Term Note program
which permitted the Company to issue up to $200,000 of Medium-Term Notes. Under
this program the Company sold $100,000 principal amount of senior notes,
ranging in annual interest rates from 6.7% to 6.9% and due March 2004 and March
2006. The net proceeds of $99,429 were used for working capital, the repayment
of debt and for general corporate purposes. Additionally, in July 1998, under
this note program, the Company sold $100,000 of Term Enhanced ReMarketable
Securities with a stated maturity date of July 2017. The Company also sold a
call option with the securities, which allows the securities to be remarketed
to the public in July 2006 under certain circumstances. If the securities are
not remarketed, the Company will be obligated to repay the principal amount in
full in July 2017. The level yield to maturity on the securities is
approximately 6.85% and the coupon rate is 6.92%. The net proceeds of
$101,924 from the sale of the securities and the call option were used for
working capital, the repayment of debt and for general corporate purposes.
33
CONVERTIBLE DEBT
- ------------------------------------------------------------------------------------------------------------
January 30, 1999 January 31, 1998
- ------------------------------------------------------------------------------------------------------------
Convertible Subordinated Notes $72,294 $86,250
Zero Coupon Convertible Subordinated Notes 164,863 158,370
- ------------------------------------------------------------------------------------------------------------
237,157 244,620
Less current maturities 72,294 -
- ------------------------------------------------------------------------------------------------------------
Total convertible debt $164,863 $244,620
- ------------------------------------------------------------------------------------------------------------
On August 24, 1994 the Company sold $86,250 of 4% convertible
subordinated notes. These notes are convertible by the holders into the common
stock of the Company at any time on or before September 1, 1999 (the maturity
date) at a conversion price of $41 per share subject to adjustment in certain
events. The notes are redeemable, in whole or in part, at the option of the
Company at any time on or after September 15, 1997, at a redemption price of
101% of the principal amount and at par on or after September 1, 1998. The
notes are subordinated to all existing and future senior indebtedness of the
Company. During the fourth quarter of fiscal 1998, the Company redeemed $13,956
of the convertible subordinated notes.
On September 20, 1996, the Company issued $271,704 principal amount
(at maturity) of Liquid Yield Option Notes (LYONs) with a price to the public
of $150,000. The net proceeds to the Company were $146,250. The issue price of
each such LYON was $552.07 and there will be no periodic payments of interest.
The LYONs will mature on September 20, 2011, at $1,000 per LYON, representing a
yield to maturity of 4.0% per annum (computed on a semiannual bond equivalent
basis).
Each LYON is convertible at the option of the holder at any time on or
prior to maturity, unless previously redeemed or otherwise purchased, into
common stock of the Company at a conversion rate of 12.929 shares per LYON. The
LYONs are redeemable at the option of the holder on September 20, 2001 and
September 20, 2006 at the issue price plus accrued original issue discount. The
Company, at its option, may elect to pay the purchase price on any such
purchase date in cash or common stock, or any combination thereof. No LYONs
were converted in 1998 and 1997. In addition, on or prior to September 20,
2001, the Company will purchase for cash any LYON, at the option of the holder,
in the event of change in control of the Company. The LYONs are subordinated to
all existing and future senior indebtedness of the Company.
Several of the Company's debt agreements require the maintenance of
certain financial ratios and covenants. Approximately $33,403 of the Company's
net worth was not restricted by these covenants at fiscal year end. The Company
is in compliance with all debt covenants at January 30, 1999.
The annual maturities of all long-term debt and convertible debt for
the next five years are $72,464 in 1999, $183 in 2000, $197 in 2001, $111 in
2002 and $75,014 in 2003. Any compensating balance requirements related to all
revolving credit agreements and debt were satisfied by balances available from
normal business operations.
The Company was contingently liable for outstanding letters of credit
in the amount of approximately $15,832 at January 30, 1999.
34
NOTE 3 - LEASE COMMITMENTS
The Company leases certain property and equipment under operating
leases which contain renewal and escalation clauses. Aggregate minimum rental
commitments for leases having noncancelable lease terms of more than one year
are approximately: 1999 - $44,607; 2000 - $44,564; 2001 - $44,021; 2002 -
$43,949; 2003 - $36,812; thereafter - $422,127. Rental expenses incurred for
operating leases in 1998, 1997 and 1996 were $57,157, $49,105 and $33,616,
respectively.
NOTE 4 - STOCKHOLDERS' EQUITY
RIGHTS AGREEMENT On December 31, 1997, the Company distributed as a dividend
one common share purchase right on each of its common shares. The rights will
not be exercisable or transferable apart from the Company's common stock until
a person or group, as defined in the rights agreement (dated December 5,1997),
without the proper consent of the Company's Board of Directors, acquires 15%
or more, or makes an offer to acquire 15% or more of the Company's outstanding
stock. When exercisable, the rights entitle the holder to purchase one share
of the Company's common stock for $125. Under certain circumstances, including
the acquisition of 15% of the Company's stock by a person or group, the rights
entitle the holder to purchase common stock of the Company or common stock of
an acquiring company having a market value of twice the exercise price of the
right. The rights do not have voting power and are subject to redemption by the
Company's Board of Directors for $.01 per right anytime before a 15% position
has been acquired and for 10 days thereafter, at which time the rights become
nonredeemable. The rights expire on December 31, 2007.
BENEFITS TRUST On April 29, 1994, the Company established a flexible employee
benefits trust with the intention of purchasing up to $75,000 worth of the
Company's common shares. The repurchased shares will be held in the trust and
will be used to fund the Company's existing benefit plan obligations including
healthcare programs, savings and retirement plans and other benefit
obligations. The trust will allocate or sell the repurchased shares over the
next 15 years to fund these benefit programs. As shares are released from the
trust, the Company will charge or credit additional paid-in capital for the
difference between the fair value of shares released and the original cost
of the shares to the trust. For financial reporting purposes, the trust is
consolidated with the accounts of the Company. All dividend and interest
transactions between the trust and the Company are eliminated. As of January
30, 1999, the Company has repurchased 2,232,500 shares of its common stock
at a cost of $60,269 which is shown as "Cost of shares in benefits trust"
on the Company's consolidated balance sheets.
NOTE 5 - SIGNIFICANT CHARGES
During fiscal 1998, the Company recorded pretax charges of $29,451
($20,109 net of tax), $27,733 of which was recorded as Costs of Merchandise
Sales on the Company's Consolidated Statements of Earnings and includes the
costs associated with closure and sale of 109 Pep Boys Express stores.
The remaining $1,718 of these expenses have been included in Selling,
General and Administrative Expenses on the Company's Consolidated
Statements of Earnings.
During the fourth quarter of fiscal 1997, the Company recorded pretax
charges of $28,012 ($18,418 net of tax), $16,330 of which was recorded as Costs
of Merchandise Sales on the Company's Consolidated Statements of Earnings and
includes the costs associated with closing nine stores, converting all Parts
USA stores to the Pep Boys Express format, certain equipment write-offs and
other non-recurring expenses. The remaining $11,682 of these expenses, which
include costs associated with reducing the store expansion program, certain
equipment write-offs and other non-recurring expenses, have been included in
Selling, General and Administrative Expenses on the Company's Consolidated
Statements of Earnings.
35
NOTE 6 - PENSION AND SAVINGS PLANS
The Company has a pension plan covering substantially all of its
full-time employees hired on or before February 1, 1992. Normal retirement age
is 65. Pension benefits are based on salary and years of service. The Company's
policy is to fund amounts as are necessary on an actuarial basis to provide
assets sufficient to meet the benefits to be paid to plan members in accordance
with the requirements of ERISA.
The actuarial computations are made using the "projected unit credit
method." Variances between actual experience and assumptions for costs and
returns on assets are amortized over the remaining service lives of employees
under the plan.
As of December 31, 1996, the Company froze the accrued benefits under
the plan and active participants became fully vested. The plan's trustee will
continue to maintain and invest plan assets and will administer benefit
payments. In accordance with SFAS No. 88, "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits," a curtailment gain of $1,554 was recognized in 1996.
Pension (income) expense includes the following:
Jan. 30, Jan. 31, Feb. 1,
Year ended 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------------
Service cost $ - $ - $1,213
Interest cost 1,711 1,667 1,561
Expected return on plan assets (1,703) (1,729) (1,726)
Amortization of transition asset (214) (214) (214)
Prior service cost - - 19
- -----------------------------------------------------------------------------------------------------------------------------------
Total pension (income) expense $ (206) $ (276) $ 853
- -----------------------------------------------------------------------------------------------------------------------------------
Pension plan assets are stated at fair market value and are composed
primarily of money market funds, fixed income investments with maturities of
less than five years and the Company's common stock.
The following table sets forth the reconciliation of the benefit
obligation, fair value of plan assets and funded status of the Company's
defined benefit plan.
Jan. 30, Jan 31,
1999 1998
- --------------------------------------------------------------------------------------------------------------
Change in Benefit Obligation
Benefit obligation at beginning of year $24,567 $22,076
Interest cost 1,711 1,667
Actuarial loss 3,129 1,759
Benefits paid (792) (935)
- ---------------------------------------------------------------------------------------------------------------
Benefit obligation at end of year $28,615 $24,567
- ---------------------------------------------------------------------------------------------------------------
Change in Plan Assets
Fair value of plan assets at beginning of year $20,324 $20,815
Actual return on plan assets (net of expenses) 654 444
Employer contributions 50 -
Benefits paid (792) (935)
- ---------------------------------------------------------------------------------------------------------------
Fair value of plan assets at end of year $20,236 $20,324
- ---------------------------------------------------------------------------------------------------------------
36
- ---------------------------------------------------------------------------------------------------------------
Reconciliation of the Funded Status
Funded status $(8,378) $(4,243)
Unrecognized transition asset (643) (857)
Unrecognized actuarial loss 7,221 3,043
Amount contributed after measurement date 2,000 -
- ---------------------------------------------------------------------------------------------------------------
Net amount recognized at year-end $ 200 $(2,057)
- ---------------------------------------------------------------------------------------------------------------
Amounts recognized on consolidated
balance sheets consist of:
Accrued benefit liability $(6,378) $(4,243)
Accumulated other comprehensive income 6,578 2,186
- ---------------------------------------------------------------------------------------------------------------
Net amount recognized at year-end $ 200 $(2,057)
- ---------------------------------------------------------------------------------------------------------------
Weighted-Average Assumptions
Discount rate: 6.50% 7.25%
Expected return on plan assets: 8.50% 8.50%
- ---------------------------------------------------------------------------------------------------------------
The Company recorded other comprehensive income attributable to the change
in the minimum pension liability of $4,392 ($2,844 net of tax) and $ 2,186
($1,366 net of tax) in fiscal years 1998 and 1997, respectively.
The Company has 401(k) savings plans which covers all full-time employees who
are at least 21 years of age with one or more years of service. The Company
contributes the lesser of 50% of the first 6% of a participant's contributions
or 3% of the participant's compensation. The Company's savings plan
contribution expense was $5,274 in 1998, $4,543 in 1997 and $3,685 in 1996.
37
NOTE 7 - INCOME TAXES
The provision for income taxes includes the following:
Jan. 30, Jan. 31, Feb. 1,
Year ended 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
Current:
Federal $(10,295) $ 8,651 $45,831
State (537) 601 3,761
Deferred:
Federal 12,266 15,487 8,225
State 876 1,106 588
- ----------------------------------------------------------------------------------------------------------------------------------
$ 2,310 $25,845 $58,405
- ----------------------------------------------------------------------------------------------------------------------------------
A reconciliation of the statutory federal income tax rate to the
effective rate of the provision for income taxes follows:
Jan. 30, Jan. 31, Feb. 1,
Year ended 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------------
Statutory tax rate 35.0% 35.0% 35.0%
State income taxes,
net of federal
tax benefits 3.0 1.5 1.8
Job credits (5.8) (.3) -
Other, net (0.5) (1.9) (.1)
- -----------------------------------------------------------------------------------------------------------------------------------
31.7% 34.3% 36.7%
- -----------------------------------------------------------------------------------------------------------------------------------
Deferred income taxes relate to the following temporary differences:
Jan. 30, Jan. 31, Feb. 1,
Year ended 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------------
Depreciation $ 11,508 $ 22,173 $ 9,330
Inventories 1,767 575 (1,593)
Vacation accrual (387) (725) (593)
Pension accrual 3,386 (2,118) 263
Store closing reserves 1,340 (3,866) -
Insurance 1,939 (288) 1,096
Loss on real estate disposal (4,727) - -
Other, net (1,684) 842 310
- -----------------------------------------------------------------------------------------------------------------------------------
$13,142 $16,593 $ 8,813
- -----------------------------------------------------------------------------------------------------------------------------------
38
The following are components of the net deferred tax accounts as of
January 30, 1999:
Federal State Total
- ------------------------------------------------------------------------------------------------------------------------------------
Deferred tax assets:
Current $33,709 $2,408 $36,117
Long-term 24,408 1,743 26,151
Deferred tax liabilities:
Current 17,774 1,270 19,044
Long-term 99,269 7,090 106,359
- ------------------------------------------------------------------------------------------------------------------------------------
The following are components of the net deferred tax accounts as of
January 31, 1998:
Federal State Total
- ------------------------------------------------------------------------------------------------------------------------------------
Deferred tax assets:
Current $33,817 $2,415 $36,232
Long-term 18,981 1,356 20,337
Deferred tax liabilities:
Current 12,149 868 13,017
Long-term 87,308 6,237 93,545
- ------------------------------------------------------------------------------------------------------------------------------------
Items that gave rise to significant portions of the deferred tax
accounts are as follows:
Jan. 30, Jan. 31,
1999 1998
- ------------------------------------------------------------------------------------------------------------------------------------
Deferred tax assets:
Inventories $ 7,734 $ 9,500
Vacation accrual 4,711 4,325
Minimum pension liability adjustment 820 820
Store closing reserves 2,526 3,866
Other, net 1,282 4,704
- ------------------------------------------------------------------------------------------------------------------------------------
$17,073 $23,215
- ------------------------------------------------------------------------------------------------------------------------------------
Deferred tax liabilities:
Depreciation $82,188 $70,681
Other, net (1,980) 2,527
- ------------------------------------------------------------------------------------------------------------------------------------
$80,208 $73,208
- ------------------------------------------------------------------------------------------------------------------------------------
39
NOTE 8 - NET EARNINGS PER SHARE
For fiscal years 1998, 1997 and 1996, basic earnings per share are
based on net earnings divided by the weighted average number of shares
outstanding during the period. Diluted earnings per share assumes conversion of
convertible subordinated notes, zero coupon convertible subordinated notes and
the dilutive effects of stock options. Adjustments for convertible securities
were antidilutive in 1998 and 1997, and therefore excluded from the computation
of diluted EPS, however, these securities could potentially be dilutive in the
future. Options to purchase 3,572,946 and 2,281,572 shares of common stock were
outstanding at January 30, 1999 and January 31, 1998, respectively, but were
not included in the computation of diluted EPS because the options' exercise
prices were greater than the average market price of the common shares.
- -------------------------------------------------------------------------------
(in thousands, except per share amounts)
Fiscal 1998 Fiscal 1997
---------------------------------- ------------------------------------------
Earnings Shares Per share Earnings Shares Per share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------ ------ ----------- ------------- ------
Basic EPS
Earnings available to
common stockholders $4,974 61,543 $.08 $49,611 61,133 $.81
===== =====
Effect of Dilutive Securities
Adjustment for interest on 4%
convertible subordinated
notes, net of tax - - - -
Adjustment for interest on 4%
zero coupon subordinated
notes, net of tax - - - -
Common shares assumed
issued upon exercise of
dilutive stock options - 197 - 524
Diluted EPS ------- ------ ------- ------
Earnings available to common
stockholders assuming
conversion $4,974 61,740 $.08 $49,611 61,657 $.80
======= ====== ===== ======== ====== =====
[RESTUBBED TABLE]
(in thousands, except per share amounts)
Fiscal 1996
----------------------------------
Earnings Shares Per share
(Numerator) (Denominator) Amount
----------- ------------- -------
Basic EPS
Earnings available to
common stockholders $100,824 60,305 $1.67
=====
Effect of Dilutive Securities
Adjustment for interest on 4%
convertible subordinated
notes, net of tax 2,168 2,104
Adjustment for interest on 4%
zero coupon subordinated
notes, net of tax 1,409 1,303
Common shares assumed
issued upon exercise of
dilutive stock options - 893
Diluted EPS -------- ------
Earnings available to common
stockholders assuming
conversion $104,401 64,605 $1.62
======== ====== =====
40
NOTE 9 - STOCK OPTION PLANS
Options to purchase the Company's common stock have been granted to
key employees and members of the Board of Directors. The option prices are
at least 100% of the fair market value of the common stock on the grant date.
Under the terms of the Company's Incentive Stock Option Plan adopted
in 1982, options to purchase up to 3,600,000 shares of the Company's common
stock were authorized. Options granted prior to 1988 are exercisable from the
date of grant. Options granted in 1988 and thereafter are exercisable on the
second anniversary of the grant date. All options under this plan cannot be
exercised more than ten years from the grant date. No additional options will
be granted under this plan.
Under the terms of the Company's Nonqualified Stock Option Plans,
adopted in 1984 and 1985, options to purchase up to 3,300,000 shares of the
Company's common stock were authorized. The options became exercisable over a
five-year period with one-fifth exercisable on the grant date and one-fifth on
each anniversary date for the four years following the grant date. Options
granted cannot be exercised more than ten and one-half years after the grant
date. No additional options will be granted under these plans.
On May 21, 1990, the stockholders approved the 1990 Stock Incentive
Plan which authorized the issuance of restricted stock and/or options to
purchase up to 1,000,000 shares of the Company's common stock. Additional
shares in the amounts of 2,000,000, 1,500,000 and 1,500,000 were authorized
by stockholders on June 4, 1997, May 31, 1995 and June 1, 1993, respectively.
Under this plan, both incentive and nonqualified stock options may be granted
to eligible participants. Incentive stock options are exercisable on the second
or third anniversary of the grant date and nonqualified options become
exercisable over a five-year period with one-fifth exercisable on the grant
date and one-fifth on each anniversary date for the four years following the
grant date. Options cannot be exercised more than ten years after the grant
date. As of January 30, 1999, 647,743 shares remain available for grant.
Stock option transactions for the Company's stock option plans are
summarized as follows:
Fiscal 1998 Fiscal 1997 Fiscal 1996
------------------------ ----------------------- --------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
- ---------------------------------------------------------------------------------------------------------------------------
Outstanding - beginning of year 3,465,194 $25.40 3,500,036 $23.34 4,031,329 $20.91
Granted 2,515,150 21.06 837,000 30.15 613,702 33.64
Exercised (107,825) 17.09 (487,914) 15.00 (988,605) 18.43
Canceled (889,758) 27.23 (383,928) 30.24 (156,390) 31.10
- ---------------------------------------------------------------------------------------------------------------------------
Outstanding - end of year 4,982,761 23.02 3,465,194 25.40 3,500,036 23.34
- ---------------------------------------------------------------------------------------------------------------------------
Options exercisable - at year end 2,359,724 21.94 1,988,209 21.08 2,227,917 18.53
Weighted average estimated fair value
of options granted 8.44 11.00 11.28
- ---------------------------------------------------------------------------------------------------------------------------
41
The following table summarizes information about stock options
outstanding at January 30, 1999:
Options Outstanding Options Exercisable
---------------------------------------------- -------------------------------
Weighted
Average Weighted Weighted
Number Remaining Average Number Average
Range of Outstanding Contractual Exercise Exercisable Exercise
Exercise Prices at 1/30/99 Life Price at 1/30/99 Price
- ----------------------------------------------------------------------------------------------------------------------------------
$11.13 to $20.00 1,409,815 5 years $13.14 903,465 $12.39
$20.01 to $25.00 1,884,625 8 years 22.97 525,875 22.78
$25.01 to $30.00 190,056 6 years 28.04 173,924 28.01
$30.01 to $37.38 1,498,265 7 years 31.74 756,460 31.36
- ----------------------------------------------------------------------------------------------------------------------------------
$11.13 to $37.38 4,982,761 2,359,724
- ----------------------------------------------------------------------------------------------------------------------------------
The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," in accounting for its stock option
plans. Accordingly, no compensation expense has been recognized for its stock
option plans. Had compensation cost for the Company's stock option plans for
options granted in fiscal 1995 and thereafter been determined based on the fair
value at the grant dates and recognized as compensation expense on a
straight-line basis over the vesting period of the grant consistent with the
method of SFAS No. 123, "Accounting for Stock-Based Compensation," the
Company's net earnings and net earnings per share would have been reduced to
the pro forma amounts indicated below:
- ----------------------------------------------------------------------------------------------------
Fiscal 1998 Fiscal 1997
- ----------------------------------------------------------------------------------------------------
Net earnings:
As reported $4,974 $49,611
Pro forma $ (757) $46,120
Net earnings per share:
As reported
Basic $ .08 $ .81
Diluted $ .08 $ .80
Pro forma
Basic $ (.01) $ .75
Diluted $ (.01) $ .75
- ----------------------------------------------------------------------------------------------------
The pro forma effect on net earnings for fiscal 1998 and fiscal 1997
are not representative of the pro forma effect on net earnings in future years
because it does not take into consideration pro forma compensation expense
related to grants made prior to 1995.
The fair value of each option granted during fiscal 1998 and fiscal
1997 is estimated on the date of grant using the Black-Scholes option-pricing
model with the following weighted-average assumptions: (i) 0.7% dividend yield
for all years, (ii) expected volatility of 35% and 33%, respectively, (iii)
risk-free interest rate ranges of 4% to 5.7% and 5.5% to 6.9%, respectively,
and (iv) ranges of expected lives 4 years to 8 years and 3.5 years to 6.5
years, respectively.
NOTE 10 - CONTINGENCIES
The Company is a defendant in a purported class action entitled
"Brian Lee, Anthony Baxton, and Harry Schlein v. The Pep Boys - Manny, Moe &
Jack," in the Circuit Court of Mobile County, Alabama. The Company has moved to
dismiss the case for failure to state a claim. The Company's motion to dismiss
is pending before the Circuit Court of Mobile County, Alabama. In their
complaint, the plaintiffs allege that the Company sold old or used automotive
batteries to consumers as if those batteries were new. The complaint purports
to state causes of action for fraud and deceit, negligent misrepresentation,
breach of contract and violation of state consumer protection statutes. The
plaintiffs are seeking compensatory and punitive damages, as well as injunctive
and equitable relief. The Company believes the claims are without merit and
intends to vigorously defend this action.
The Company is also party to various other lawsuits and claims,
including purported class actions, arising in the normal course of business.
In the opinion of management, these lawsuits and claims, including the case
above, are not singularly or in the aggregate, material to the Company's
financial position or results of operations.
42
NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair values of the Company's financial instruments are
as follows:
January 30, 1999 January 31, 1998
------------------------ ---------------------
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
- --------------------------------------------------------------------------------------------------------------------------
Assets:
Cash and cash equivalents $ 114,548 $ 114,548 $ 10,811 $ 10,811
Accounts receivable 17,393 17,393 13,070 13,070
Liabilities:
Accounts payable 240,391 240,391 409,053 409,053
Short-term borrowings - - 47,000 47,000
Long-term debt including
current maturities 527,021 502,033 402,178 406,086
Convertible subordinated notes
including current maturities 72,294 71,029 86,250 84,637
Zero coupon convertible
subordinated notes 164,863 139,248 158,370 147,236
- --------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, ACCOUNTS RECEIVABLE, ACCOUNTS PAYABLE AND
SHORT-TERM BORROWINGS
The carrying amounts approximate fair value because of the short
maturity of these items.
LONG-TERM DEBT INCLUDING CURRENT MATURITIES, CONVERTIBLE SUBORDINATED NOTES
INCLUDING CURRENT MATURITIES AND ZERO COUPON CONVERTIBLE SUBORDINATED NOTES
Interest rates that are currently available to the Company for
issuance of debt with similar terms and remaining maturities are used to
estimate fair value for debt issues that are not quoted on an exchange.
The fair value estimates presented herein are based on pertinent
information available to management as of January 30, 1999 and January 31,
1998. Although management is not aware of any factors that would significantly
affect the estimated fair value amounts, such amounts have not been
comprehensively revalued for purposes of these financial statements since that
date, and current estimates of fair value may differ significantly from amounts
presented herein.
43
NOTE 12 - SUBSEQUENT EVENT - DUTCH AUCTION SELF-TENDER STOCK REPURCHASE
In December 1998, the Board of Directors authorized the purchase by
the Company of up to 10,000,000 shares of the Company's common stock, plus an
additional amount of shares not to exceed 2% of the Company's outstanding
shares, together with associated common stock purchase rights issued pursuant
to the Rights Agreement, dated as of December 5, 1997. The shares were
repurchased pursuant to a Dutch Auction self-tender offer which commenced on
December 23, 1998 and expired on January 25, 1999. The tender offer price range
was from $13.50 to $16.00 net per share in cash. As a result of the self-tender
offer, on February 1, 1999, the Company repurchased 11,276,698 common shares at
a price of $16.00 per share. The repurchased shares included 1,276,698 common
shares which were repurchased as a result of the Company exercising its option
to purchase an additional 2% of its outstanding shares. Prior to the repurchase
of the common shares, the Company had 63,847,640 shares outstanding, with
2,232,500 shares in a benefits trust, at January 30, 1999. As a result of the
tender offer share repurchase, the Company had 11,276,698 shares in treasury
and 2,195,270 shares in the benefits trust at February 1, 1999.
The Company financed the tender offer share repurchase with $110,427 in
cash and with the $70,000 proceeds received in connection with the private
placement of Senior Notes on February 1, 1999. The Senior Notes were issued in
two series at par and pay interest semiannually on January 31, and July 31,
commencing July 31, 1999. Series A Senior Notes, with an aggregate principal
balance of $25,000, will mature in 2009 and bear interest at 7.80% per annum.
Series B Senior Notes with an aggregate principal balance of $45,000 will
mature in 2011 and bear interest at 7.95% per annum. In addition, the interest
rates on the Senior Notes are subject to a .50% increase for such time as the
credit rating of the Company's long-term unsecured debt securities decreases
below investment grade as rated by both Moody's and Standard & Poor's.
Fees associated with the issuance of the debt are approximately $750
and have been capitalized and amortized over the life of the borrowing.
Expenses related to the share repurchase are approximately $3,129 and are
included as part of the cost of the shares acquired.
The pro forma effects of the tender offer share repurchase and the
related financing assuming such events had occurred on January 30, 1999 are
summarized in the unaudited pro forma information below:
Pro Forma
Pro Forma As Reported Jan. 30, 1999
Balance Sheet Information Jan. 30, 1999 (Unaudited)
- ---------------------------------------------------------------------------------
Assets:
Cash and cash equivalents $ 114,548 $ 4,717
Total current assets 754,144 644,313
Total assets 2,096,112 1,987,031
Liabilities and Stockholders' Equity:
Current liabilities 512,406 516,285
Long-term debt 526,851 596,851
Total liabilities 1,284,328 1,358,207
Stockholders' equity 811,784 628,824
- ---------------------------------------------------------------------------------
The unaudited pro forma information as of January 30, 1999 includes:
a decrease in cash and cash equivalents related to the cash payment portion of
the tender offer repurchase; an increase in other assets related to the
capitalized costs of the new indebtedness incurred; an increase in current
liabilities related to certain costs not paid at the closing of the tender
offer repurchase; an increase in long-term debt related to additional
borrowings to finance the tender offer repurchase; and a decrease in
stockholders' equity primarily related to the shares acquired in the tender
offer repurchase.
44
QUARTERLY FINANCIAL DATA (UNAUDITED) The Pep Boys - Manny, Moe & Jack and Subsidiaries
(dollar amounts in thousands, except per share amounts)
- --------------------------------------------------------------------------------------------------------------------------------
Net Earnings Cash Market Price
Year Ended Total Gross Operating Net (Loss) Per Share Dividends Per Share
Jan. 30, 1999 Revenues Profit Profit (Loss) Earnings (Loss) Basic Diluted Per Share High Low
- --------------------------------------------------------------------------------------------------------------------------------
1st Quarter $584,224 $154,382 $28,143 $10,058 $.16 $.16 $.0650 26 11/16 21 5/16
2nd Quarter 635,301 172,408 40,368 17,704 .29 .29 .0650 23 3/4 16 13/16
3rd Quarter 615,967 140,077 5,635 (3,921) (.06) (.06) .0650 17 7/8 12 3/8
4th Quarter 563,216 105,029 (20,077) (18,867) (.31) (.31) .0650 17 1/16 12 1/2
- --------------------------------------------------------------------------------------------------------------------------------
Year Ended
Jan. 31, 1998
- --------------------------------------------------------------------------------------------------------------------------------
1st Quarter $489,278 $141,942 $44,403 $23,146 $.38 $.37 $.0600 35 29 3/8
2nd Quarter 539,298 160,465 55,717 30,088 .49 .47 .0600 35 5/8 30
3rd Quarter 525,564 152,866 46,525 24,120 .39 .38 .0600 34 7/8 23 5/8
4th Quarter 502,380 85,047 (35,848) (27,743) (.45) (.45) .0600 26 3/16 21 9/16
- --------------------------------------------------------------------------------------------------------------------------------
Under the Company's present accounting system, actual gross profit from
merchandise sales can be determined only at the time of physical inventory,
which is taken at the end of the fiscal year. Gross profit from merchandise
sales for the first, second and third quarters is estimated by the Company
based upon recent historical gross profit experience and other appropriate
factors. Any variation between estimated and actual gross profit from
merchandise sales for the first three quarters is reflected in the fourth
quarter's results.
45
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The material contained in the registrant's definitive proxy statement,
which will be filed pursuant to Regulation 14A not later than 120 days after
the end of the Company's fiscal year (the "Proxy Statement"), under the caption
"Election of Directors" is hereby incorporated herein by reference. The
information regarding executive officers called for by Item 401 of Regulation
S-K is included in Part I, in accordance with General Instruction G(3) to Form
10-K.
ITEM 11 EXECUTIVE COMPENSATION
The material in the Proxy Statement under the caption "Executive
Compensation" other than the material under the caption "Executive
Compensation - Report of Compensation Committee of the Board of Directors on
Executive Compensation" and "Executive Compensation - Performance Graph" is
hereby incorporated herein by reference.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The material in the Proxy Statement under the caption "Outstanding
Shares, Voting Rights and Shareholdings of Certain Persons - Share Ownership
of Certain Beneficial Owners and Management" is hereby incorporated herein by
reference.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The material in the Proxy Statement under the caption "Executive
Compensation - Certain Relationships and Related Transactions" is hereby
incorporated herein by reference.
46
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a). Page
----
1. The following consolidated financial statements
of The Pep Boys - Manny, Moe & Jack are included in Item 8.
Independent Auditors' Report 26
Consolidated Balance Sheets - January 30, 1999
and January 31, 1998 27
Consolidated Statements of Earnings - Years ended January 30, 1999,
January 31, 1998 and February 1, 1997 28
Consolidated Statements of Stockholders' Equity Years ended January
30, 1999, January 31, 1998 and February 1, 1997 29
Consolidated Statements of Cash Flows - Years ended January 30, 1999,
January 31, 1998, and February 1, 1997 30
Notes to Consolidated Financial Statements 31
2. The following consolidated financial statement schedule of The Pep
Boys - Manny, Moe & Jack
is included.
Schedule II Valuation and Qualifying Accounts and Reserves 56
All other schedules have been omitted because they are not applicable
or not required or the required information is included in the
consolidated financial statements or notes thereto.
3. Exhibits
(3.1) Articles of Incorporation, Incorporated by reference from
as amended the Company's Form 10-K for the
fiscal year ended January 30,
1988.
(3.2) By-Laws, as amended Incorporated by reference from
the Registration Statement on
Form S-3 (File No. 33-39225).
(4.1) Indenture, dated as of March 22, Incorporated by reference from
1991 between the Company and the Registration Statement on
Bank America Trust Company of Form S-3 (File No. 33-39225).
New York as Trustee, including
Form of Debt Security
47
(4.2) Indenture, dated as of August Incorporated by reference from
31, 1994, between the Company the Registration Statement on
and First Fidelity Bank, Form S-3 (File No. 33-55115).
National Association as Trustee,
including Form of Debenture
(4.3) Indenture, dated as of June Incorporated by reference from
12, 1995, between the Company the Registration Statement on
and First Fidelity Bank, Form S-3 (File No. 33-59859).
National Association as Trustee,
including Form of Debenture
(4.4) Indenture, dated as of September Incorporated by reference from
20, 1996, between the Company and the Registration Statement on
the Trustee, providing for the Form S-3 (File No. 333-00985).
Issuance of the LYONs
(4.5) Indenture, dated as of July 15, 1997, Incorporated by reference from
between the Company and PNC the Registration Statement on
Bank, National Association, as Form S-3 (File No. 333-30295).
Trustee, providing for the issuance
of Senior Debt Securities, and form
of security
(4.6) Indenture, dated as of July 15, 1997, Incorporated by reference from
between the Company and PNC the Registration Statement on
Bank, National Association, as Form S-3 (File No. 333-30295)
Trustee, providing for the issuance
of Subordinated Debt Securities, and
form of security
(10.1)* Medical Reimbursement Plan of Incorporated by reference from
the Company the Company's Form 10-K for the
fiscal year ended January 31,
1982.
(10.2)* 1982 Incentive Stock Option Plan Incorporated by reference from
the Company's Form 10-K for the
fiscal year ended January 31,
1982.
(10.3)* 1984 Non-Qualified Stock Option Incorporated by reference from
Plan the Company's Form 10-K for the
fiscal year ended February 2,
1985.
(10.4)* 1985 Non-Qualified Stock Option Incorporated by reference from
Plan the Company's Form 10-K for the
fiscal year ended February 2,
1985.
(10.5) Rights Agreement dated as of Incorporated by reference from
December 5, 1997 between the the Company's Form 8-K dated
Company and First Union December 8, 1997.
National Bank
48
(10.6)* Directors' Deferred Compensation Incorporated by reference from
Plan, as amended the Company's Form 10-K for the
fiscal year ended January 30,
1988.
(10.7)* Form of Employment Agreement, as Incorporated by reference from
amended, dated as of December 12, the Company's Form 10-K for the
1989 fiscal year ended February 3, 1990.
(10.8)* Amendment No. 1 to the 1985 Incorporated by reference from
Non-Qualified Stock Option Plan the Company's Form 10-K for the
fiscal year ended January 28, 1989.
(10.9)* Amendment No. 1 to the 1982 Incorporated by reference from
Incentive Stock Option Plan the Company's Form 10-K for the
fiscal year ended January 28,
1989.
(10.10) Dividend Reinvestment and Stock Purchase Incorporated by reference from
Plan dated January 4, 1990 the Registration Statement on
Form S-3 (File No. 33-32857).
(10.11)* 1990 Stock Incentive Plan Incorporated by reference from
the Company's Form 10-Q for the
quarter ended November 3, 1990.
(10.12)* Amendment No. 1 to 1990 Stock Incorporated by reference from
Incentive Plan the Company's Form 10-K for the
fiscal year ended February 1, 1992.
(10.13)* The Pep Boys - Manny, Moe & Incorporated by reference from
Jack Trust Agreement for the the Company's Form 10-K for the
Executive Supplemental Pension fiscal year ended February 1,
Plan and Certain Contingent 1992.
Compensation Arrangements,
dated as of February 13, 1992
(10.14)* Amendment to the Executive Incorporated by reference from
Supplemental Pension Plan the Company's Form 10-K for the
(amended and restated effective fiscal year ended February 1,
January 1, 1988), dated as of 1992.
February 13, 1992
(10.15)* Consulting and Retirement Incorporated by reference from
Agreement by and between the the Company's Form 10-K for the
Company and Benjamin Strauss, fiscal year ended February 1,
dated as of February 2, 1992 1992.
(10.16)* Amendment No. 2 to the 1982 Incorporated by reference from
Incentive Stock Option Plan the Company's Form 10-Q for the
quarter ended October 31, 1992.
(10.17)* Amendment No. 3 to the Non- Incorporated by reference from
Qualified Stock Option Plan the Company's Form 10-Q for the
quarter ended October 31, 1992.
49
(10.18)* Amendment No. 2 to the 1990 Incorporated by reference from
Stock Incentive Plan the Company's Form 10-Q for the
quarter ended October 31, 1992.
(10.19) Not Used
(10.20) Flexible Employee Benefits Trust Incorporated by reference from
the Company's Form 8-K dated May
6, 1994.
(10.21) Not Used
(10.22) Credit Agreement dated as of Incorporated by reference from
April 21, 1995 between the the Company's Form 10-Q for the
Company and The Chase Manhattan quarter ended April 29, 1995.
Bank (Agent)
(10.23) Transaction Agreement, including Incorporated by reference from
amendments, among The Pep Boys - the Company's Form 10-K for the
Manny, Moe & Jack, State Street year ended February 1, 1997.
Bank and Trust Company (Trustee) and
Citicorp Leasing, Inc., dated as of
November 13, 1995
(10.24) Master Lease, including amendments, Incorporated by reference from
between State Street Bank and Trust the Company's Form 10-K for the
Company (Trustee) and The Pep Boys - Manny, year ended February 1, 1997.
Moe & Jack, dated as of November 13,
1995
(10.25) Master Lease, including amendments, Incorporated by reference from
between State Street Bank and Trust the Company's Form 10-K for the
Company (Trustee) and The Pep Boys - Manny, year ended January 31, 1998.
Moe & Jack dated as of February 28,
1997
(10.26) Transaction Agreement, including Incorporated by reference from
amendments, between State Street the Company's Form 10-K for the
Bank and Trust Company (Trustee) and The year ended January 31, 1998.
Pep Boys - Manny, Moe & Jack dated as
of February 28, 1997
(10.27) Amendment No. 1 to the Credit Incorporated by reference from
Agreement dated as of April 21, 1995 the Company's Form 10-K for the
between the Company and The Chase year ended January 31, 1998.
Manhattan Bank (Agent)
(10.28)* The Pep Boys - Manny, Moe & Jack Incorporated by reference from
Pension Plan the Company's Form 10-K for the
year ended January 31, 1998.
50
(10.29)* The Pep Boys Savings Plan Incorporated by reference from
the Company's Form 10-K for the
year ended January 31, 1998.
(10.30)* The Pep Boys Savings Plan - Puerto Rico Incorporated by reference from
the Company's Form 10-K for the
year ended January 31, 1998.
(10.31) Amendment No. 2 dated as of July 31,1998 Incorporated by reference from
to the Credit Agreement dated as of April the Company's Form 10-Q for the
21, 1995 between the Company, the Banks quarter ended August 1, 1998.
signatory thereto and The Chase Manhattan
Bank (Agent)
(10.32) Amendment to Transaction Agreement between Incorporated by reference from
the Company and State Street Bank and Trust the Company's Form 10-Q for the
Company (Trustee) dated as of February 28, 1997 quarter ended August 1, 1998.
(10.33) Amendment dated as of July 31, 1998 to Master Incorporated by reference from
Lease between the Company and State Street the Company's Form 10-Q for the
Bank and Trust Company (Trustee) dated as of quarter ended August 1, 1998.
November 13, 1995
(10.34) Amendment dated as of July 31, 1998 to Master Incorporated by reference from
Lease between the Company and State Street the Company's Form 10-Q for the
Bank and Trust Company (Trustee) dated as of quarter ended August 1, 1998.
February 28, 1997
(10.35) Amendment No. 3 dated as of October 31, 1998 Incorporated by reference from
to the Amended and Restated Credit Agreement the Company's Form 10-Q for the
dated as of April 21, 1995 among the Company, quarter ended October 31, 1998.
the Banks signatory thereto and The Chase
Manhattan Bank, as Agent.
(10.36) Third Amendment dated as of October 31, 1998 Incorporated by reference from
to Transaction Agreement between the Company and the Company's Form 10-Q for the
State Street Bank and Trust Company (Trustee) dated quarter ended October 31, 1998.
as of February 28, 1997.
(10.37) Third Amendment dated as of October 31, 1998 Incorporated by reference from
to Master Lease between the Company and State the Company's Form 10-Q for the
Street Bank and Trust Company (Trustee) dated as of quarter ended October 31, 1998.
November 13, 1995.
(10.38) Second Amendment dated as of October 31, 1998 Incorporated by reference from
to Master Lease between the Company and State the Company's Form 10-Q for the
Street Bank and Trust Company (Trustee) dated as of quarter ended October 31, 1998.
February 28, 1997.
51
(10.39) Fourth Amendment dated as of October 31, 1998 Incorporated by reference from
to Transaction Agreement between the Company the Company's Form 10-Q for the
and State Street Bank and Trust Company (Trustee) quarter ended October 31, 1998.
dated as of November 13, 1995.
(10.40)* Form of Employment Agreement dated as of Incorporated by reference from
June 1998 between the Company and certain the Company's Form 10-Q for the
officers of the Company. quarter ended October 31, 1998.
(10.41)* Employment Agreement between Mitchell G. Leibovitz Incorporated by reference from
and the Company dated as of June 3, 1998. the Company's Form 10-Q for the
quarter ended October 31, 1998.
(10.42) Third Amendment dated as of January 21, 1999
to Master Lease between the Company and State
Street Bank and Trust Company (Trustee) dated as of
February 28, 1997.
(10.43) Fourth Amendment dated as of January 21, 1999
to Transaction Agreement between the Company
and State Street Bank and Trust Company (Trustee)
dated as of February 28, 1997.
(10.44) Fifth Amendment dated as of January 21, 1999
to Transaction Agreement between the Company
and State Street Bank and Trust Company (Trustee)
dated as of November 13, 1995.
(10.45) Fourth Amendment dated as of January 21, 1999
to Master Lease between the Company and State
Street Bank and Trust Company (Trustee) dated
as of November 13, 1995.
(10.46) Amendment No. 4 dated as of January 22, 1999
to the Amended and Restated Credit Agreement
dated as of April 21, 1995 among the Company,
the Banks signatory thereto and The Chase
Manhattan Bank, as Agent.
(10.47) Note purchase agreement dated January 26, 1999 The Company hereby agrees to
relating to the sale of the Company's Series A file such document upon request
and Series B Senior Notes used for the financing of the Securities and Exchange
of the Company's self tender offer. Commission.
(10.48) The Pep Boys - Manny, Moe & Jack
Annual Incentive Bonus Plan, as amended and restated.
(11) Computation of Earnings per Share
(12) Computation of Ratio of Earnings
to Fixed Charges
(21) Subsidiaries of the Company
(23) Independent Auditors' Consent
(27) Financial Data Schedule
(b) A Form 8-K was filed on January 19, 1999 relating to the
the financing of the Company's self tender offer.
A Form 8-K was filed on July 2, 1998 relating to the
computation of ratio of earnings to fixed charges.
* Management contract or compensatory plan or arrangement.
52
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
THE PEP BOYS - MANNY, MOE & JACK
(Registrant)
Dated: April 28, 1999 by: /s/ Michael J. Holden
-------------- ---------------------
Michael J. Holden
Executive Vice President and
Chief Financial Officer
53
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
- ---------- -------- ----
/s/ Mitchell G. Leibovitz Chairman of the Board, President April 28, 1999
Mitchell G. Leibovitz and Chief Executive Officer
(Principal Executive Officer)
/s/ Michael J. Holden Executive Vice President - April 28, 1999
Michael J. Holden Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Lennox K. Black Director April 28, 1999
Lennox K. Black
/s/ Bernard J. Korman Director April 28, 1999
Bernard J. Korman
/s/ J. Richard Leaman, Jr. Director April 28, 1999
J. Richard Leaman, Jr.
/s/ Malcolmn D. Pryor Director April 28, 1999
Malcolmn D. Pryor
/s/ Lester Rosenfeld Director April 28, 1999
Lester Rosenfeld
/s/ Benjamin Strauss Director April 28, 1999
Benjamin Strauss
/s/ Myles H. Tanenbaum Director April 28, 1999
Myles H. Tanenbaum
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FINANCIAL STATEMENT SCHEDULES FURNISHED PURSUANT
TO THE REQUIREMENTS OF FORM 10-K
55
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING
ACCOUNTS AND RESERVES
(in thousands)
- ----------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
- ----------------------------------------------------------------------------------------------------------------------------
Additions Additions
Balance at Charged to Charged to Balance at
Beginning of Costs and Other End of
Descriptions Period Expenses Accounts Deductions* Period
- ----------------------------------------------------------------------------------------------------------------------------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Year Ended January 30, 1999 $265 $1,643 $ - $912 $996
- ----------------------------------------------------------------------------------------------------------------------------
Year Ended January 31, 1998 $252 $541 $ - $528 $265
- ----------------------------------------------------------------------------------------------------------------------------
Year Ended February 1, 1997 $251 $317 $ - $316 $252
- ----------------------------------------------------------------------------------------------------------------------------
*Uncollectible accounts written off.
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INDEX TO EXHIBITS
Index of Financial Statements, Financial Statement Schedule and Exhibits
Page
----
1. The following consolidated financial statements
of The Pep Boys - Manny, Moe & Jack are included in Item 8.
Independent Auditors' Report 26
Consolidated Balance Sheets - January 30, 1999
and January 31, 1998 27
Consolidated Statements of Earnings - Years ended January 30,
1999, January 31, 1998 and February 1, 1997 28
Consolidated Statements of Stockholders' Equity Years ended
January 30, 1999, January 31, 1998 and February 1, 1997 29
Consolidated Statements of Cash Flows - Years ended January 30,
1999, January 31, 1998 and February 1, 1997 30
Notes to Consolidated Financial Statements 31
2. The following consolidated financial statement schedule of The Pep
Boys - Manny, Moe & Jack
is included.
Schedule II Valuation and Qualifying Accounts and Reserves
All other schedules have been omitted because they are not
applicable or not required or the required information is included
in the consolidated financial statements or notes thereto.
3. Exhibits
(10.42) Third Amendment dated as of January 21, 1999
to Master Lease between the Company and State
Street Bank and Trust Company (Trustee) dated
as of February 28, 1997.
(10.43) Fourth Amendment dated as of January 21, 1999
to Transaction Agreement between the Company
and State Street Bank and Trust Company (Trustee)
dated as of February 28, 1997.
(10.44) Fifth Amendment dated as of January 21, 1999
to Transaction Agreement between the Company
and State Street Bank and Trust Company (Trustee)
dated as of November 13, 1995.
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(10.45) Fourth Amendment dated as of January 21, 1999
to Master Lease between the Company and State
Street Bank and Trust Company (Trustee) dated
as of November 13, 1995.
(10.46) Amendment No. 4 dated as of January 22, 1999
to the Amended and Restated Credit Agreement
dated as of April 21, 1995 among the Company,
the Banks signatory thereto and The Chase
Manhattan Bank, as Agent.
(10.48) The Pep Boys - Manny, Moe & Jack
Annual Incentive Bonus Plan, as amended and restated.
(11) Computation of Earnings per Share
(12) Computation of Ratio of Earnings to Fixed Charges
(21) Subsidiaries of the Company
(23) Independent Auditors' Consent
(27) Financial Data Schedules
58