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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

     
(Mark One)
   
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the quarterly period ended May 4, 2003
 
or
 
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the transition period from           to

Commission File Number 001-13927

CSK Auto Corporation

(Exact name of registrant as specified in its charter)
     
Delaware
  86-0765798
(State or other jurisdiction of
Incorporation or organization)
  (I.R.S. Employer
Identification No.)
 
645 E. Missouri Ave. Suite 400,
Phoenix, Arizona
(Address of principal executive offices)
  85012
(Zip Code)

(602) 265-9200

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year,
if changed since last reports)

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes þ          No o

      As of June 13, 2003, CSK Auto Corporation had 45,173,284 shares of common stock outstanding.




TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
CERTIFICATION
EXHIBIT INDEX
EX-99.1
EX-99.2


Table of Contents

TABLE OF CONTENTS

             
Page

PART I — Financial Information
Item 1.
  Financial Statements (unaudited)        
      Consolidated Balance Sheets     2  
      Consolidated Statements of Operations     3  
      Consolidated Statement of Stockholders’ Equity     4  
      Consolidated Statements of Cash Flows     5  
      Notes to Consolidated Financial Statements     6  
Item 2.
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     12  
Item 3.
  Quantitative and Qualitative Disclosures About Market Risk     18  
Item 4.
  Controls and Procedures     18  
PART II — Other Information
Item 1.
  Legal Proceedings     19  
Item 2.
  Changes in Securities and Use of Proceeds     19  
Item 3.
  Defaults Upon Senior Securities     19  
Item 4.
  Submission of Matters to a Vote of Security Holders     19  
Item 5.
  Other Information     19  
Item 6.
  Exhibits and Reports on Form 8-K     19  
Signature     21  
Certifications     22  
Exhibit Index     24  

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PART I

FINANCIAL INFORMATION

 
Item 1. Financial Statements

CSK AUTO CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)
                     
May 4, February 2,
2003 2003


(Unaudited)
ASSETS
Cash and cash equivalents
  $ 14,868     $ 15,519  
Receivables, net of allowances of $4,645 and $2,736, respectively
    109,603       111,639  
Inventories
    681,290       650,783  
Prepaid expenses and other current assets
    16,028       14,871  
     
     
 
   
Total current assets
    821,789       792,812  
     
     
 
Property and equipment, net
    128,738       130,745  
Leasehold interests, net
    13,561       14,017  
Goodwill
    127,069       127,069  
Other assets, net
    26,669       27,379  
     
     
 
   
Total assets
  $ 1,117,826     $ 1,092,022  
     
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable
  $ 181,786     $ 164,430  
Accrued payroll and related expenses
    41,347       41,421  
Accrued expenses and other current liabilities
    47,705       41,602  
Deferred income taxes
    7,689       6,006  
Current maturities of capital lease obligations
    12,411       10,604  
     
     
 
   
Total current liabilities
    290,938       264,063  
     
     
 
Long term debt
    480,832       492,607  
Obligations under capital leases
    22,618       21,756  
Deferred income taxes
    6,267       3,464  
Other
    7,458       7,950  
     
     
 
   
Total non-current liabilities
    517,175       525,777  
     
     
 
Commitments and contingencies
               
 
Stockholders’ equity:
               
 
Common stock, $0.01 par value, 58,000,000 shares authorized, 45,149,682 and 45,148,230 shares issued and outstanding at May 4, 2003 and February 2, 2003, respectively
    452       452  
 
Additional paid-in capital
    448,287       448,279  
 
Stockholder receivable
    (342 )     (342 )
 
Accumulated deficit
    (138,684 )     (146,207 )
     
     
 
   
Total stockholders’ equity
    309,713       302,182  
     
     
 
   
Total liabilities and stockholders’ equity
  $ 1,117,826     $ 1,092,022  
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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CSK AUTO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)
                     
Thirteen Weeks Ended

May 4, May 5,
2003 2002


(Unaudited)
Net sales
  $ 377,449     $ 375,550  
Cost of sales
    202,425       210,420  
     
     
 
Gross profit
    175,024       165,130  
Other costs and expenses:
               
 
Operating and administrative
    148,723       141,638  
 
Store closing costs
    93       300  
     
     
 
Operating profit
    26,208       23,192  
Interest expense, net
    13,936       17,718  
     
     
 
Income before income taxes
    12,272       5,474  
Income tax expense
    4,749       2,094  
     
     
 
Net income
  $ 7,523     $ 3,380  
     
     
 
Basic earnings per share:
               
   
Net income
  $ 0.17     $ 0.10  
     
     
 
Shares used in computing per share amounts
    45,149,359       32,412,923  
     
     
 
Diluted earnings per share:
               
   
Net income
  $ 0.17     $ 0.10  
     
     
 
Shares used in computing per share amounts
    45,188,311       32,472,337  
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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CSK AUTO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)
                                                 
Common Stock Additional

Paid-in Stockholder Accumulated Total
Shares Amount Capital Receivable Deficit Equity






Balances at February 2, 2003
    45,148,230     $ 452     $ 448,279     $ (342 )   $ (146,207 )   $ 302,182  
Exercise of options (unaudited)
    1,452             8                   8  
Net income (unaudited)
                            7,523       7,523  
     
     
     
     
     
     
 
Balances at May 4, 2003 (unaudited)
    45,149,682     $ 452     $ 448,287     $ (342 )   $ (138,684 )   $ 309,713  
     
     
     
     
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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CSK AUTO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
                       
Thirteen Weeks Ended

May 4, May 5,
2003 2002


(Unaudited)
Cash flows from operating activities:
               
 
Net income
  $ 7,523     $ 3,380  
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
   
Depreciation and amortization of property and equipment
    7,712       8,117  
   
Amortization of other items
    926       896  
   
Amortization of deferred financing costs
    1,286       1,497  
   
Accretion of discount
    226       257  
   
Loss on disposals of property, equipment and other assets
    357       111  
   
Deferred income taxes
    4,486       2,095  
   
Change in operating assets and liabilities
               
     
Receivables
    2,036       (7,294 )
     
Inventories
    (30,507 )     (24,276 )
     
Prepaid expenses and other current assets
    (1,157 )     4,305  
     
Accounts payable
    17,356       38,054  
     
Accrued payroll, accrued expenses and other current liabilities
    6,029       4,563  
     
Other operating activities
    (586 )     (943 )
     
     
 
   
Net cash provided by operating activities
    15,687       30,762  
     
     
 
Cash flows from investing activities:
               
 
Capital expenditures
    (622 )     (2,103 )
 
Proceeds from sale of property and equipment
    3       1,044  
 
Other investing activities
    (861 )     (1,116 )
     
     
 
   
Net cash used in investing activities
    (1,480 )     (2,175 )
     
     
 
Cash flows from financing activities:
               
 
Borrowings under Senior Credit Facility
    56,000       56,000  
 
Payments under Senior Credit Facility
    (68,000 )     (83,000 )
 
Payment of deferred financing costs
          (387 )
 
Payments on capital lease obligations
    (2,774 )     (2,653 )
 
Recovery of stockholder receivable
          257  
 
Proceeds from exercise of stock options
    8       21  
 
Other financing activities
    (92 )     (24 )
     
     
 
   
Net cash used in financing activities
    (14,858 )     (29,786 )
     
     
 
   
Net decrease in cash and cash equivalents
    (651 )     (1,199 )
Cash and cash equivalents, beginning of period
    15,519       16,084  
     
     
 
Cash and cash equivalents, end of period
  $ 14,868     $ 14,885  
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Thirteen Weeks Ended May 4, 2003

      CSK Auto Corporation is a holding company. At May 4, 2003, CSK Auto Corporation had no business activity other than its investment in CSK Auto, Inc. (“Auto”), a wholly owned subsidiary. On a consolidated basis, CSK Auto Corporation and its subsidiaries are referred to herein as the “Company”, “we”, “us”, or “our”.

      Auto is a specialty retailer of automotive aftermarket parts and accessories. At May 4, 2003, we operated 1,108 stores in 19 states as a fully integrated company and single business segment under three brand names: Checker Auto Parts, founded in 1969 and operating in the Southwestern, Rocky Mountain and Northern Plains states and Hawaii; Schuck’s Auto Supply, founded in 1917 and operating in the Pacific Northwest and Alaska; and Kragen Auto Parts, founded in 1947 and operating primarily in California.

Note 1 — Basis of Presentation

      We prepared the unaudited consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), but did not include all information and footnotes required by generally accepted accounting principles. In the opinion of management, the consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of our financial position and the results of our operations. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto for the fiscal year ended February 2, 2003, as included in our Annual Report on Form 10-K filed with the SEC on May 7, 2003.

Note 2 — Change in Accounting Principle

      In March 2003, the Emerging Issues Task Force (“EITF”) of the Financial Accounting Standards Board (“FASB”) reached consensus on certain matters discussed in EITF 02-16, “Accounting by a Customer (including a Reseller) for Certain Consideration Received from a Vendor”. Under the EITF, allowances provided by our vendors are presumed to be a reduction in the costs of purchasing inventories (to be recognized in inventory and cost of sales), except for that portion that is a reimbursement for costs incurred by us to sell the vendors’ products. In order to qualify as a reimbursement, the costs must be specific, identifiable and incremental, and would be recognized as a reduction to operating and administrative expenses. Under previous accounting guidance, we accounted for all non-performance based vendor allowances as a reduction of inventory cost and allocated performance based vendor allowances as a reduction of advertising expense or cost of goods sold, as appropriate, in the period the expense was incurred.

      During the first quarter of fiscal 2003, we adopted the provisions of EITF 02-16. Effective with the adoption, we implemented a policy of considering all cooperative advertising arrangements to be a reduction of product costs, unless we are specifically required to substantiate advertising costs incurred to the vendor and do so in the normal course of business. This required us to account for approximately $3.0 million of vendor allowances as a reduction of inventory and cost of sales rather than as a reduction to advertising expense in operating and administrative expenses as in prior fiscal years. Approximately $0.5 million of this amount reduced inventory cost under our last-in, first-out (“LIFO”) method at May 4, 2003 and reduced diluted earnings per share by $.01 in the first quarter of 2003.

      In the first quarter of fiscal 2002, vendor allowances totaling approximately $5.8 million were classified as a reduction to advertising expense (in operating and administrative expense) rather than as a reduction to cost of sales as currently required by EITF 02-16. Had the reclassification required by EITF 02-16 been implemented during the first quarter of fiscal 2002, gross margin for fiscal 2002 would have been 45.5%, as compared to 46.4% in fiscal 2003, and operating and administrative expenses as a percent of sales would have been 39.3%, as compared to 39.4% in fiscal 2003.

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CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table adjusts the amounts reported for cost of sales, gross margin and operating and administrative expenses from the first quarter of fiscal 2002 to be comparable with current requirements of EITF 02-16 ($ in thousands):

                                   
As Reported Adjusted for EITF 02-16
Thirteen Weeks Ended Thirteen Weeks Ended


May 4, 2003 May 5, 2002 May 4, 2003 May 5, 2002




Cost of sales
  $ 202,425     $ 210,420     $ 202,425     $ 204,652  
 
Cost of sales, percent to sales
    53.6 %     56.0 %     53.6 %     54.5 %
Gross margin
  $ 175,024     $ 165,130     $ 175,024     $ 170,898  
 
Gross margin, percent to sales
    46.4 %     44.0 %     46.4 %     45.5 %
Operating and administrative expense
  $ 148,723     $ 141,638     $ 148,723     $ 147,406  
 
Operating and administrative expense, percent to sales
    39.4 %     37.7 %     39.4 %     39.3 %

      The change in accounting principle had no impact on cash flow. We do not expect EITF 02-16 to have a material impact on net income for the remaining quarters of fiscal 2003.

Note 3 — Recent Accounting Pronouncements

      In June 2001, the FASB issued Statement of Financial Accounting Standard (“SFAS”) No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement applies to all entities that have legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal use of the asset. We adopted SFAS No. 143 on February 3, 2003. The adoption of this standard did not have an impact on our financial statements.

      In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements 4, 44, and 64, Amendment of FASB Statement 13, and Technical Corrections.” SFAS No. 145 updates, clarifies and simplifies existing accounting pronouncements and addresses the reporting of debt extinguishments and accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. We adopted SFAS No. 145 on February 3, 2003. During the second quarter of fiscal 2002, we recorded an extraordinary loss of $3.7 million (net of a $2.3 million income tax benefit) relating to the early retirement of debt. SFAS No. 145 will require that this amount be reclassified to operations.

      In January 2003, the FASB issued FASB Interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB 51”. The primary objectives of FIN No. 46 are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights (Variable Interest Entities) and how to determine when and which business enterprise should consolidate the Variable Interest Entity (the primary beneficiary). We do not have any transactions or relationships with unconsolidated variable interest entities and, therefore, FIN No. 46 does not impact our financial statements.

      In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” which amends SFAS No. 133. This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities.” This statement is effective for contracts entered into or modified after June 30, 2003. We do not anticipate that the adoption of this statement will have a significant impact on our financial statements.

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CSK AUTO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. The standard improves the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity. The standard requires that those instruments be classified as liabilities in statements of financial position. This standard is effective for interim periods beginning after June 15, 2003. We do not anticipate that the adoption of this standard will have a significant impact on our financial statements.

Note 4 — Inventories

      Inventories are valued at the lower of cost or market, our costs being determined utilizing the LIFO method. Our inventory levels have been generally consistent in recent years and thus, under LIFO, costs of sales reflect the costs of the most currently purchased inventories. Inventory carrying values for financial statement purposes, on the other hand, reflect the costs relating to prices paid in prior years under the LIFO method. Our costs of acquiring inventories have been decreasing in recent years as our increased size and cash flows have enabled us to take advantage of volume discounts and lower product acquisition costs. Accordingly, it costs us less money to replace inventory today than the LIFO balances carried for similar inventory reflected in our financial statements. As a result of the LIFO method of accounting for inventory and the ability to obtain product at lower acquisition costs, we recorded reductions to cost of goods sold of $8.3 million and $7.3 million for the quarters ending May 4, 2003 and May 5, 2002, respectively.

      The replacement cost of inventories approximated $567.2 million and $545.0 million at May 4, 2003 and February 2, 2003, respectively, as compared to financial statement carrying values of $681.3 million and $650.8 million.

      While carrying balances are higher than replacement costs, such carrying balances are not higher than the net realizable value amount (“NRV”) we expect to earn by selling the inventory through our retail stores in the normal course of business. Under generally accepted accounting principles, NRV reflects the expected selling price of the inventories, less expected disposal costs and a normal profit margin.

      We evaluate the difference between carrying balances and NRV of our inventories at each balance sheet reporting date. At May 4, 2003, we estimate that the NRV of our inventories exceeded carrying values and thus no impairment is indicated. If our evaluation in a future period were to indicate that carrying values exceed the NRV of the inventories, the carrying balances of the inventory would be reduced to NRV, with a corresponding charge to operations.

Note 5 — Store Closing Costs

      We provide an allowance for estimated costs and losses to be incurred in connection with store closures. On an on-going basis, store locations are reviewed and analyzed based on several factors including market saturation, store profitability, and store size and format. In addition, we analyze sales trends and geographical and competitive factors to determine the viability and future profitability of our store locations. If a store location does not meet our required projections, it is designated for closure. As a result of our acquisitions over the last several years, we have closed numerous locations as a result of store overlap with previously existing store locations.