Attached files
file | filename |
---|---|
8-K - 8-K - PEP BOYS MANNY MOE & JACK | a14-10205_18k.htm |
EX-99.1 - EX-99.1 - PEP BOYS MANNY MOE & JACK | a14-10205_1ex99d1.htm |
Exhibit 99.2
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands)
|
|
February 1, 2014 |
|
February 2, 2013 |
| ||
Assets |
|
|
|
|
| ||
Current assets: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
33,431 |
|
$ |
59,186 |
|
Accounts receivable, less allowance for uncollectible accounts of $1,320 and $1,302 |
|
25,152 |
|
23,897 |
| ||
Merchandise inventories |
|
672,354 |
|
641,208 |
| ||
Prepaid expenses |
|
29,282 |
|
28,908 |
| ||
Other current assets |
|
63,405 |
|
60,438 |
| ||
Assets held for disposal |
|
2,013 |
|
|
| ||
Total current assets |
|
825,637 |
|
813,637 |
| ||
Property and equipment, net of accumulated depreciation of $1,227,121 and $1,162,909 |
|
625,525 |
|
657,270 |
| ||
Goodwill |
|
56,794 |
|
46,917 |
| ||
Deferred income taxes |
|
57,686 |
|
47,691 |
| ||
Other long-term assets |
|
39,839 |
|
38,434 |
| ||
Total assets |
|
$ |
1,605,481 |
|
$ |
1,603,949 |
|
|
|
|
|
|
| ||
Liabilities and stockholders equity |
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
| ||
Accounts payable |
|
$ |
256,031 |
|
$ |
244,696 |
|
Trade payable program liability |
|
129,801 |
|
149,718 |
| ||
Accrued expenses |
|
237,403 |
|
232,277 |
| ||
Deferred income taxes |
|
69,373 |
|
58,441 |
| ||
Current maturities of long-term debt |
|
2,000 |
|
2,000 |
| ||
Total current liabilities |
|
694,608 |
|
687,132 |
| ||
|
|
|
|
|
| ||
Long-term debt less current maturities |
|
199,500 |
|
198,000 |
| ||
Other long-term liabilities |
|
48,485 |
|
53,818 |
| ||
Deferred gain from asset sales |
|
114,823 |
|
127,427 |
| ||
Commitments and contingencies |
|
|
|
|
| ||
Stockholders equity: |
|
|
|
|
| ||
Common stock, par value $1 per share: |
|
|
|
|
| ||
Authorized 500,000,000 shares; issued 68,557,041 shares |
|
68,557 |
|
68,557 |
| ||
Additional paid-in capital |
|
297,009 |
|
295,679 |
| ||
Retained earnings |
|
432,332 |
|
430,148 |
| ||
Accumulated other comprehensive income (loss) |
|
379 |
|
(980 |
) | ||
Treasury stock, at cost - 15,358,872 shares and 15,431,298 shares |
|
(250,212 |
) |
(255,832 |
) | ||
Total stockholders equity |
|
548,065 |
|
537,572 |
| ||
Total liabilities and stockholders equity |
|
$ |
1,605,481 |
|
$ |
1,603,949 |
|
|
|
|
|
|
| ||
Supplemental balance sheet information: |
|
|
|
|
| ||
Working capital |
|
$ |
131,029 |
|
$ |
126,505 |
|
Current ratio |
|
1.19 |
|
1.18 |
| ||
Accounts payable to inventory ratio |
|
57.4 |
% |
61.5 |
% | ||
Total debt as a percent of total capitalization |
|
26.9 |
% |
27.1 |
% | ||
Debt as a percent of total capitalization, net |
|
23.5 |
% |
20.8 |
% |
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(dollar amounts in thousands, except per share amounts)
|
|
Thirteen and fourteen weeks ended |
|
Fifty-two and fifty-three weeks ended |
| ||||||||||||||||
|
|
February 1, 2014 |
|
February 2, 2013 |
|
February 1, 2014 |
|
February 2, 2013 |
| ||||||||||||
|
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
| ||||
|
|
Amount |
|
Sales |
|
Amount |
|
Sales |
|
Amount |
|
Sales |
|
Amount |
|
Sales |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Merchandise sales |
|
$ |
384,884 |
|
77.6 |
|
$ |
417,090 |
|
78.6 |
|
$ |
1,608,697 |
|
77.8 |
|
$ |
1,643,948 |
|
78.6 |
|
Service revenue |
|
110,849 |
|
22.4 |
|
113,757 |
|
21.4 |
|
457,871 |
|
22.2 |
|
446,782 |
|
21.4 |
| ||||
Total revenues |
|
495,733 |
|
100.0 |
|
530,847 |
|
100.0 |
|
2,066,568 |
|
100.0 |
|
2,090,730 |
|
100.0 |
| ||||
Costs of merchandise sales |
|
270,233 |
|
70.2 |
|
296,462 |
|
71.1 |
|
1,108,359 |
|
68.9 |
|
1,159,994 |
|
70.6 |
| ||||
Costs of service revenue |
|
121,484 |
|
109.6 |
|
117,179 |
|
103.0 |
|
470,832 |
|
102.8 |
|
439,236 |
|
98.3 |
| ||||
Total costs of revenues |
|
391,717 |
|
79.0 |
|
413,641 |
|
77.9 |
|
1,579,191 |
|
76.4 |
|
1,599,230 |
|
76.5 |
| ||||
Gross profit from merchandise sales |
|
114,651 |
|
29.8 |
|
120,628 |
|
28.9 |
|
500,338 |
|
31.1 |
|
483,954 |
|
29.4 |
| ||||
Gross (loss) profit from service revenue |
|
(10,635 |
) |
(9.6 |
) |
(3,422 |
) |
(3.0 |
) |
(12,961 |
) |
(2.8 |
) |
7,546 |
|
1.7 |
| ||||
Total gross profit |
|
104,016 |
|
21.0 |
|
117,206 |
|
22.1 |
|
487,377 |
|
23.6 |
|
491,500 |
|
23.5 |
| ||||
Selling, general and administrative expenses |
|
110,617 |
|
22.3 |
|
117,401 |
|
22.1 |
|
464,852 |
|
22.5 |
|
463,416 |
|
22.2 |
| ||||
Pension settlement expense |
|
|
|
|
|
17,753 |
|
3.3 |
|
|
|
|
|
17,753 |
|
0.8 |
| ||||
Net (loss) gain from dispositions of assets |
|
(13 |
) |
|
|
1,554 |
|
0.3 |
|
(227 |
) |
|
|
1,323 |
|
0.1 |
| ||||
Operating (loss) profit |
|
(6,614 |
) |
(1.3 |
) |
(16,394 |
) |
(3.1 |
) |
22,298 |
|
1.1 |
|
11,654 |
|
0.6 |
| ||||
Merger termination fees, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
42,816 |
|
2.0 |
| ||||
Other income |
|
422 |
|
0.1 |
|
366 |
|
0.1 |
|
1,789 |
|
0.1 |
|
2,012 |
|
0.1 |
| ||||
Interest expense |
|
3,912 |
|
0.8 |
|
3,982 |
|
0.8 |
|
14,797 |
|
0.7 |
|
33,982 |
|
1.6 |
| ||||
(Loss) earnings from continuing operations before income taxes and discontinued operations |
|
(10,104 |
) |
(2.0 |
) |
(20,010 |
) |
(3.8 |
) |
9,290 |
|
0.4 |
|
22,500 |
|
1.1 |
| ||||
Income tax (benefit) expense |
|
(6,837 |
) |
67.7 |
(1) |
(5,690 |
) |
28.4 |
(1) |
2,237 |
|
24.1 |
(1) |
9,345 |
|
41.5 |
(1) | ||||
(Loss) earnings from continuing operations before discontinued operations |
|
(3,267 |
) |
(0.7 |
) |
(14,320 |
) |
(2.7 |
) |
7,053 |
|
0.3 |
|
13,155 |
|
0.6 |
| ||||
Loss from discontinued operations, net of tax |
|
(64 |
) |
|
|
(223 |
) |
|
|
(188 |
) |
|
|
(345 |
) |
|
| ||||
Net (loss) earnings |
|
(3,331 |
) |
(0.7 |
) |
(14,543 |
) |
(2.7 |
) |
6,865 |
|
0.3 |
|
12,810 |
|
0.6 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic (loss) earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
(Loss) earnings from continuing operations before discontinued operations |
|
$ |
(0.06 |
) |
|
|
$ |
(0.27 |
) |
|
|
$ |
0.13 |
|
|
|
$ |
0.25 |
|
|
|
Discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.01 |
) |
|
| ||||
Basic (loss) earnings per share |
|
$ |
(0.06 |
) |
|
|
$ |
(0.27 |
) |
|
|
$ |
0.13 |
|
|
|
$ |
0.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted (loss) earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
(Loss) earnings from continuing operations before discontinued operations |
|
$ |
(0.06 |
) |
|
|
$ |
(0.27 |
) |
|
|
$ |
0.13 |
|
|
|
$ |
0.24 |
|
|
|
Discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted (loss) earnings per share |
|
$ |
(0.06 |
) |
|
|
$ |
(0.27 |
) |
|
|
$ |
0.13 |
|
|
|
$ |
0.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Defined benefit plan adjustment, net of tax |
|
|
|
|
|
8,634 |
|
|
|
|
|
|
|
9,696 |
|
|
| ||||
Derivative financial instruments adjustment, net of tax |
|
40 |
|
|
|
436 |
|
|
|
1,359 |
|
|
|
6,973 |
|
|
| ||||
Other comprehensive income |
|
40 |
|
|
|
9,070 |
|
|
|
1,359 |
|
|
|
16,669 |
|
|
| ||||
Comprehensive (loss) income |
|
$ |
(3,291 |
) |
|
|
$ |
(5,473 |
) |
|
|
$ |
8,224 |
|
|
|
$ |
29,479 |
|
|
|
(1) As a percentage of (loss) earnings from continuing operations before income taxes and discontinued operations.
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)
Fifty-two and fifty-three weeks ended |
|
February 1, 2014 |
|
February 2, 2013 |
| ||
|
|
|
|
|
| ||
Cash flows from operating activities: |
|
|
|
|
| ||
Net earnings |
|
$ |
6,865 |
|
$ |
12,810 |
|
Adjustments to reconcile net earnings to net cash provided by continuing operations: |
|
|
|
|
| ||
Net loss from discontinued operations |
|
188 |
|
345 |
| ||
Depreciation |
|
78,439 |
|
79,104 |
| ||
Amortization of deferred gain from asset sales |
|
(12,604 |
) |
(12,846 |
) | ||
Amortization of deferred financing costs |
|
2,993 |
|
4,431 |
| ||
Stock compensation expense |
|
2,992 |
|
1,299 |
| ||
Deferred income taxes |
|
(79 |
) |
7,576 |
| ||
Net loss (gain) from dispositions of assets |
|
227 |
|
(1,323 |
) | ||
Loss from asset impairment |
|
7,659 |
|
10,555 |
| ||
Other |
|
(493 |
) |
(269 |
) | ||
Changes in assets and liabilities, net of the effects of acquisitions: |
|
|
|
|
| ||
Increase in accounts receivable, prepaid expenses and other |
|
(6,511 |
) |
(602 |
) | ||
Increase in merchandise inventories |
|
(31,146 |
) |
(27,074 |
) | ||
Increase in accounts payable |
|
8,378 |
|
984 |
| ||
Increase in accrued expenses |
|
6,115 |
|
10,481 |
| ||
(Decrease) increase in other long-term liabilities |
|
(3,345 |
) |
3,487 |
| ||
Net cash provided by continuing operations |
|
59,678 |
|
88,958 |
| ||
Net cash used in discontinued operations |
|
(274 |
) |
(467 |
) | ||
Net cash provided by operating activities |
|
59,404 |
|
88,491 |
| ||
|
|
|
|
|
| ||
Cash flows from investing activities: |
|
|
|
|
| ||
Capital expenditures |
|
(53,982 |
) |
(54,696 |
) | ||
Proceeds from dispositions of assets |
|
21 |
|
5,588 |
| ||
Cash paid for acquisitions |
|
(10,694 |
) |
|
| ||
Additions to collateral investment |
|
(2,312 |
) |
(3,654 |
) | ||
Release of collateral investment |
|
1,650 |
|
|
| ||
Net cash used in investing activities |
|
(65,317 |
) |
(52,762 |
) | ||
|
|
|
|
|
| ||
Cash flows from financing activities: |
|
|
|
|
| ||
Borrowings under line of credit agreements |
|
40,745 |
|
2,319 |
| ||
Payments under line of credit agreements |
|
(37,245 |
) |
(2,319 |
) | ||
Borrowings on trade payable program liability |
|
154,985 |
|
179,751 |
| ||
Payments on trade payable program liability |
|
(174,902 |
) |
(115,247 |
) | ||
Payment for finance issuance cost |
|
(770 |
) |
(6,520 |
) | ||
Borrowings under new debt |
|
|
|
200,000 |
| ||
Debt payments |
|
(2,000 |
) |
(295,122 |
) | ||
Proceeds from stock issuance |
|
2,095 |
|
2,693 |
| ||
Repurchase of common stock |
|
(2,750 |
) |
(342 |
) | ||
Net cash used in financing activities |
|
(19,842 |
) |
(34,787 |
) | ||
Net (decrease) increase in cash and cash equivalents |
|
(25,755 |
) |
942 |
| ||
Cash and cash equivalents at beginning of period |
|
59,186 |
|
58,244 |
| ||
Cash and cash equivalents at end of period |
|
$ |
33,431 |
|
$ |
59,186 |
|
|
|
|
|
|
| ||
Supplemental cash flow information: |
|
|
|
|
| ||
Cash paid for income taxes |
|
$ |
4,377 |
|
$ |
2,826 |
|
Cash received from income tax refunds |
|
1,251 |
|
108 |
| ||
Cash paid for interest |
|
12,027 |
|
31,290 |
| ||
Accrued purchases of property and equipment |
|
3,467 |
|
1,371 |
|
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
COMPUTATION OF BASIC AND DILUTED (LOSS) EARNINGS PER SHARE |
|
(in thousands, except per share data) |
|
|
|
|
Thirteen and fourteen weeks ended |
|
Fifty-two and fifty-three weeks ended |
| ||||||||
|
|
|
|
February 1, 2014 |
|
February 2, 2013 |
|
February 1, 2014 |
|
February 2, 2013 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
(a) (Loss) earnings from continuing operations before discontinued operations |
|
|
|
$ |
(3,267 |
) |
$ |
(14,320 |
) |
$ |
7,053 |
|
$ |
13,155 |
|
Loss from discontinued operations, net of tax |
|
|
|
(64 |
) |
(223 |
) |
(188 |
) |
(345 |
) | ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net (loss) earnings |
|
|
|
$ |
(3,331 |
) |
$ |
(14,543 |
) |
$ |
6,865 |
|
$ |
12,810 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
(b) Basic average number of common shares outstanding during period |
|
|
|
53,422 |
|
53,364 |
|
53,378 |
|
53,225 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Common shares assumed issued upon exercise of dilutive stock options, net of assumed repurchase, at the average market price |
|
|
|
546 |
|
611 |
|
585 |
|
729 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
(c) Diluted average number of common shares assumed outstanding during period |
|
|
|
53,968 |
|
53,975 |
|
53,963 |
|
53,954 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic (loss) earnings per share: |
|
|
|
|
|
|
|
|
|
|
| ||||
(Loss) earnings from continuing operations before discontinued operations |
|
(a) / (b) |
|
$ |
(0.06 |
) |
$ |
(0.27 |
) |
$ |
0.13 |
|
$ |
0.25 |
|
Discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
(0.01 |
) | ||||
Basic (loss) earnings per share |
|
|
|
$ |
(0.06 |
) |
$ |
(0.27 |
) |
$ |
0.13 |
|
$ |
0.24 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted (loss) earnings per share: |
|
|
|
|
|
|
|
|
|
|
| ||||
(Loss) earnings from continuing operations before discontinued operations |
|
(a) / (c) |
|
$ |
(0.06 |
) |
$ |
(0.27 |
) |
$ |
0.13 |
|
$ |
0.24 |
|
Discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted (loss) earnings per share |
|
|
|
$ |
(0.06 |
) |
$ |
(0.27 |
) |
$ |
0.13 |
|
$ |
0.24 |
|
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
ADDITIONAL INFORMATION |
(dollar amounts in thousands) |
|
|
Thirteen and fourteen weeks ended |
|
Fifty-two and fifty-three weeks ended |
| ||||||||
|
|
February 1, 2014 |
|
February 2, 2013 |
|
February 1, 2014 |
|
February 2, 2013 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Capital expenditures |
|
$ |
15,648 |
|
$ |
17,936 |
|
$ |
53,982 |
|
$ |
54,696 |
|
Depreciation |
|
$ |
18,498 |
|
$ |
19,825 |
|
$ |
78,439 |
|
$ |
79,104 |
|
Non-operating income: |
|
|
|
|
|
|
|
|
| ||||
Net rental revenue |
|
$ |
377 |
|
$ |
344 |
|
$ |
1,409 |
|
$ |
1,645 |
|
Investment income |
|
43 |
|
48 |
|
175 |
|
181 |
| ||||
Merger termination fees, net |
|
|
|
|
|
|
|
42,816 |
| ||||
Other income |
|
2 |
|
(26 |
) |
205 |
|
186 |
| ||||
Total |
|
$ |
422 |
|
$ |
366 |
|
$ |
1,789 |
|
$ |
44,828 |
|
|
|
|
|
|
|
|
|
|
| ||||
Comparable sales percentages: |
|
|
|
|
|
|
|
|
| ||||
Service |
|
1.4 |
% |
3.2 |
% |
1.6 |
% |
1.3 |
% | ||||
Merchandise |
|
-3.4 |
% |
-4.1 |
% |
-2.1 |
% |
-2.9 |
% | ||||
Total |
|
-2.4 |
% |
-2.6 |
% |
-1.3 |
% |
-2.0 |
% | ||||
|
|
|
|
|
|
|
|
|
| ||||
Total square feet of retail space (including service centers) |
|
|
|
|
|
12,907,000 |
|
12,777,000 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Store count |
|
|
|
|
|
|
|
|
| ||||
Supercenter |
|
|
|
|
|
568 |
|
567 |
| ||||
Service & Tire Center |
|
|
|
|
|
225 |
|
185 |
| ||||
Retail Only |
|
|
|
|
|
6 |
|
6 |
| ||||
Total |
|
|
|
|
|
799 |
|
758 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Sales and gross profit by line of business (A): |
|
|
|
|
|
|
|
|
| ||||
Service center revenue |
|
$ |
269,131 |
|
$ |
278,554 |
|
$ |
1,110,958 |
|
1,095,284 |
| |
Retail sales |
|
226,602 |
|
252,293 |
|
955,610 |
|
995,446 |
| ||||
Total revenues |
|
$ |
495,733 |
|
$ |
530,847 |
|
$ |
2,066,568 |
|
$ |
2,090,730 |
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit from service center revenue, prior to impairment charge |
|
$ |
43,942 |
|
$ |
47,881 |
|
$ |
215,181 |
|
214,240 |
| |
Service center revenue impairment charge |
|
(1,836 |
) |
(827 |
) |
(5,328 |
) |
(5,445 |
) | ||||
Gross profit from service center revenue |
|
$ |
42,106 |
|
$ |
47,054 |
|
$ |
209,853 |
|
$ |
208,795 |
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit from retail sales, prior to impairment charge |
|
$ |
62,851 |
|
$ |
71,078 |
|
$ |
279,855 |
|
287,815 |
| |
Retail sales impairment charge |
|
(941 |
) |
(926 |
) |
(2,331 |
) |
(5,110 |
) | ||||
Gross profit from retail sales |
|
$ |
61,910 |
|
$ |
70,152 |
|
$ |
277,524 |
|
$ |
282,705 |
|
|
|
|
|
|
|
|
|
|
| ||||
Total gross profit |
|
$ |
104,016 |
|
$ |
117,206 |
|
$ |
487,377 |
|
$ |
491,500 |
|
|
|
|
|
|
|
|
|
|
| ||||
Comparable sales percentages by line of business (A): |
|
|
|
|
|
|
|
|
| ||||
Service center revenue |
|
-0.3 |
% |
-1.6 |
% |
0.2 |
% |
0.3 |
% | ||||
Retail sales |
|
-4.6 |
% |
-3.6 |
% |
-3.1 |
% |
-4.4 |
% | ||||
Total revenues |
|
-2.4 |
% |
-2.6 |
% |
-1.3 |
% |
-2.0 |
% | ||||
|
|
|
|
|
|
|
|
|
| ||||
Gross profit percentage by line of business (A): |
|
|
|
|
|
|
|
|
| ||||
Gross profit percentage from service center revenue, prior to impairment charge |
|
16.3 |
% |
17.2 |
% |
19.4 |
% |
19.6 |
% | ||||
Impairment charge |
|
(0.7 |
) |
(0.3 |
) |
(0.5 |
) |
(0.5 |
) | ||||
Gross profit percentage from service center revenue |
|
15.6 |
% |
16.9 |
% |
18.9 |
% |
19.1 |
% | ||||
|
|
|
|
|
|
|
|
|
| ||||
Gross profit percentage from retail sales, prior to impairment charge |
|
27.7 |
% |
28.2 |
% |
29.3 |
% |
28.9 |
% | ||||
Impairment charge |
|
(0.4 |
) |
(0.4 |
) |
(0.2 |
) |
(0.5 |
) | ||||
Gross profit percentage from retail sales |
|
27.3 |
% |
27.8 |
% |
29.0 |
% |
28.4 |
% | ||||
|
|
|
|
|
|
|
|
|
| ||||
Total gross profit percentage |
|
21.0 |
% |
22.1 |
% |
23.6 |
% |
23.5 |
% |
(A) Retail sales include DIY and commercial sales. Service center revenue includes revenue from labor and installed parts and tires.