Attached files
file | filename |
---|---|
8-K - 8-K - PEP BOYS MANNY MOE & JACK | a15-8797_18k.htm |
EX-99.1 - EX-99.1 - PEP BOYS MANNY MOE & JACK | a15-8797_1ex99d1.htm |
Exhibit 99.2
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands)
|
|
January 31, 2015 |
|
February 1, 2014 |
| ||
Assets |
|
|
|
|
| ||
Current assets: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
38,044 |
|
$ |
33,431 |
|
Accounts receivable, less allowance for uncollectible accounts of $1,604 and $1,320 |
|
31,013 |
|
25,152 |
| ||
Merchandise inventories |
|
656,957 |
|
672,354 |
| ||
Prepaid expenses |
|
27,952 |
|
29,282 |
| ||
Other current assets |
|
55,986 |
|
63,405 |
| ||
Assets held for disposal |
|
2,648 |
|
2,013 |
| ||
Total current assets |
|
812,600 |
|
825,637 |
| ||
Property and equipment, net of accumulated depreciation of $1,251,797 and $1,227,121 |
|
604,380 |
|
625,525 |
| ||
Goodwill |
|
32,869 |
|
56,794 |
| ||
Deferred income taxes |
|
56,571 |
|
57,686 |
| ||
Other long-term assets |
|
35,321 |
|
39,839 |
| ||
Total assets |
|
$ |
1,541,741 |
|
$ |
1,605,481 |
|
|
|
|
|
|
| ||
Liabilities and stockholders equity |
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
| ||
Accounts payable |
|
$ |
227,132 |
|
$ |
256,031 |
|
Trade payable program liability |
|
140,904 |
|
129,801 |
| ||
Accrued expenses |
|
226,176 |
|
237,403 |
| ||
Deferred income taxes |
|
61,216 |
|
69,373 |
| ||
Current maturities of long-term debt |
|
2,000 |
|
2,000 |
| ||
Total current liabilities |
|
657,428 |
|
694,608 |
| ||
|
|
|
|
|
| ||
Long-term debt less current maturities |
|
211,000 |
|
199,500 |
| ||
Other long-term liabilities |
|
45,567 |
|
48,485 |
| ||
Deferred gain from asset sales |
|
103,596 |
|
114,823 |
| ||
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 |
|
298,299 |
|
297,009 |
| ||
Retained earnings |
|
397,890 |
|
432,332 |
| ||
Accumulated other comprehensive income |
|
(391 |
) |
379 |
| ||
Treasury stock, at cost - 14,988,205 shares and 15,358,872 shares |
|
(240,205 |
) |
(250,212 |
) | ||
Total stockholders equity |
|
524,150 |
|
548,065 |
| ||
Total liabilities and stockholders equity |
|
$ |
1,541,741 |
|
$ |
1,605,481 |
|
|
|
|
|
|
| ||
Supplemental balance sheet information: |
|
|
|
|
| ||
Working capital |
|
$ |
155,172 |
|
$ |
131,029 |
|
Current ratio |
|
1.24 |
|
1.19 |
| ||
Accounts payable to inventory ratio |
|
56.0 |
% |
57.4 |
% | ||
Total debt as a percent of total capitalization |
|
28.9 |
% |
26.9 |
% | ||
Debt as a percent of total capitalization, net |
|
25.0 |
% |
23.5 |
% |
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 weeks ended |
|
Fifty-two weeks ended |
| ||||||||||||||||
|
|
January 31, 2015 |
|
February 1, 2014 |
|
January 31, 2015 |
|
February 1, 2014 |
| ||||||||||||
|
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
| ||||
|
|
Amount |
|
Sales |
|
Amount |
|
Sales |
|
Amount |
|
Sales |
|
Amount |
|
Sales |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Merchandise sales |
|
$ |
385,105 |
|
76.6 |
|
$ |
384,884 |
|
77.6 |
|
$ |
1,593,883 |
|
76.5 |
|
$ |
1,608,697 |
|
77.8 |
|
Service revenue |
|
117,318 |
|
23.4 |
|
110,849 |
|
22.4 |
|
490,720 |
|
23.5 |
|
457,871 |
|
22.2 |
| ||||
Total revenues |
|
502,423 |
|
100.0 |
|
495,733 |
|
100.0 |
|
2,084,603 |
|
100.0 |
|
2,066,568 |
|
100.0 |
| ||||
Costs of merchandise sales |
|
280,807 |
|
72.9 |
|
270,233 |
|
70.2 |
|
1,124,755 |
|
70.6 |
|
1,108,359 |
|
68.9 |
| ||||
Costs of service revenue |
|
121,931 |
|
103.9 |
|
121,484 |
|
109.6 |
|
484,404 |
|
98.7 |
|
470,832 |
|
102.8 |
| ||||
Total costs of revenues |
|
402,738 |
|
80.2 |
|
391,717 |
|
79.0 |
|
1,609,159 |
|
77.2 |
|
1,579,191 |
|
76.4 |
| ||||
Gross profit from merchandise sales |
|
104,298 |
|
27.1 |
|
114,651 |
|
29.8 |
|
469,128 |
|
29.4 |
|
500,338 |
|
31.1 |
| ||||
Gross (loss) profit from service revenue |
|
(4,613 |
) |
(3.9 |
) |
(10,635 |
) |
(9.6 |
) |
6,316 |
|
1.3 |
|
(12,961 |
) |
(2.8 |
) | ||||
Total gross profit |
|
99,685 |
|
19.8 |
|
104,016 |
|
21.0 |
|
475,444 |
|
22.8 |
|
487,377 |
|
23.6 |
| ||||
Selling, general and administrative expenses |
|
118,837 |
|
23.7 |
|
110,617 |
|
22.3 |
|
484,182 |
|
23.2 |
|
464,852 |
|
22.5 |
| ||||
Goodwill impairment |
|
23,925 |
|
4.8 |
|
0 |
|
|
|
23,925 |
|
1.1 |
|
|
|
|
| ||||
Net (gain) loss from dispositions of assets |
|
(14,325 |
) |
(2.9 |
) |
13 |
|
|
|
(13,806 |
) |
(0.7 |
) |
227 |
|
|
| ||||
Operating (loss) profit |
|
(28,752 |
) |
(5.7 |
) |
(6,614 |
) |
(1.3 |
) |
(18,857 |
) |
(0.9 |
) |
22,298 |
|
1.1 |
| ||||
Other income |
|
13 |
|
|
|
422 |
|
0.1 |
|
1,188 |
|
0.1 |
|
1,789 |
|
0.1 |
| ||||
Interest expense |
|
(3,604 |
) |
(0.7 |
) |
(3,912 |
) |
(0.8 |
) |
(13,873 |
) |
(0.7 |
) |
(14,797 |
) |
(0.7 |
) | ||||
(Loss) earnings from continuing operations before income taxes and discontinued operations |
|
(32,343 |
) |
(6.4 |
) |
(10,104 |
) |
(2.0 |
) |
(31,542 |
) |
(1.5 |
) |
9,290 |
|
0.5 |
| ||||
Income tax (benefit) expense |
|
(5,690 |
) |
17.6 |
(1) |
(6,837 |
) |
67.7 |
(1) |
(4,581 |
) |
(14.5 |
)(1) |
2,237 |
|
24.1 |
(1) | ||||
(Loss) earnings from continuing operations before discontinued operations |
|
(26,653 |
) |
(5.3 |
) |
(3,267 |
) |
(0.7 |
) |
(26,961 |
) |
(1.3 |
) |
7,053 |
|
0.3 |
| ||||
Loss from discontinued operations, net of tax |
|
(13 |
) |
|
|
(64 |
) |
|
|
(332 |
) |
|
|
(188 |
) |
|
| ||||
Net (loss) earnings |
|
(26,666 |
) |
(5.3 |
) |
(3,331 |
) |
(0.7 |
) |
(27,293 |
) |
(1.3 |
) |
6,865 |
|
0.3 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic (loss) earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
(Loss) earnings from continuing operations before discontinued operations |
|
$ |
(0.50 |
) |
|
|
$ |
(0.06 |
) |
|
|
$ |
(0.50 |
) |
|
|
$ |
0.13 |
|
|
|
(Loss) from discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
(0.01 |
) |
|
|
|
|
|
| ||||
Basic (loss) earnings per share |
|
$ |
(0.50 |
) |
|
|
$ |
(0.06 |
) |
|
|
$ |
(0.51 |
) |
|
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted (loss) earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
(Loss) earnings from continuing operations before discontinued operations |
|
$ |
(0.50 |
) |
|
|
$ |
(0.06 |
) |
|
|
$ |
(0.50 |
) |
|
|
$ |
0.13 |
|
|
|
(Loss) from discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
(0.01 |
) |
|
|
|
|
|
| ||||
Diluted (loss) earnings per share |
|
$ |
(0.50 |
) |
|
|
$ |
(0.06 |
) |
|
|
$ |
(0.51 |
) |
|
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative financial instruments adjustment, net of tax |
|
(434 |
) |
|
|
40 |
|
|
|
(770 |
) |
|
|
1,359 |
|
|
| ||||
Other comprehensive (loss) income |
|
(434 |
) |
|
|
40 |
|
|
|
(770 |
) |
|
|
1,359 |
|
|
| ||||
Comprehensive (loss) income |
|
$ |
(27,100 |
) |
|
|
$ |
(3,291 |
) |
|
|
$ |
(28,063 |
) |
|
|
$ |
8,224 |
|
|
|
(1) As a percentage of 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 weeks ended |
|
January 31, 2015 |
|
February 1, 2014 |
| ||
|
|
|
|
|
| ||
Cash flows from operating activities: |
|
|
|
|
| ||
Net (loss) earnings |
|
$ |
(27,293 |
) |
$ |
6,865 |
|
Adjustments to reconcile net (loss) earnings to net cash provided by continuing operations: |
|
|
|
|
| ||
Net loss from discontinued operations |
|
332 |
|
188 |
| ||
Depreciation |
|
75,099 |
|
78,439 |
| ||
Amortization of deferred gain from asset sales |
|
(13,389 |
) |
(12,604 |
) | ||
Amortization of deferred financing costs |
|
2,563 |
|
2,993 |
| ||
Stock compensation expense |
|
2,257 |
|
2,992 |
| ||
Deferred income taxes |
|
(6,588 |
) |
(79 |
) | ||
Net (gain) loss from dispositions of assets |
|
(13,806 |
) |
227 |
| ||
Asset impairment |
|
7,535 |
|
7,659 |
| ||
Goodwill impairment |
|
23,925 |
|
|
| ||
Other |
|
(139 |
) |
(493 |
) | ||
Changes in assets and liabilities, net of the effects of acquisitions: |
|
|
|
|
| ||
Decrease (increase) in accounts receivable, prepaid expenses and other |
|
4,366 |
|
(6,511 |
) | ||
Decrease (increase) in merchandise inventories |
|
15,397 |
|
(31,146 |
) | ||
(Decrease) increase in accounts payable |
|
(27,963 |
) |
8,378 |
| ||
(Decrease) increase in accrued expenses |
|
(11,853 |
) |
6,115 |
| ||
Decrease in other long-term liabilities |
|
(2,391 |
) |
(3,345 |
) | ||
Net cash provided by continuing operations |
|
28,052 |
|
59,678 |
| ||
Net cash used in discontinued operations |
|
(608 |
) |
(274 |
) | ||
Net cash provided by operating activities |
|
27,444 |
|
59,404 |
| ||
|
|
|
|
|
| ||
Cash flows from investing activities: |
|
|
|
|
| ||
Capital expenditures |
|
(67,269 |
) |
(53,982 |
) | ||
Proceeds from dispositions of assets |
|
20,227 |
|
21 |
| ||
Acquisitions, net of cash acquired |
|
|
|
(10,694 |
) | ||
Additions to collateral investment |
|
|
|
(2,312 |
) | ||
Release of collateral investment |
|
|
|
1,650 |
| ||
Net cash used in investing activities |
|
(47,042 |
) |
(65,317 |
) | ||
|
|
|
|
|
| ||
Cash flows from financing activities: |
|
|
|
|
| ||
Borrowings under line of credit agreements |
|
598,495 |
|
40,745 |
| ||
Payments under line of credit agreements |
|
(584,995 |
) |
(37,245 |
) | ||
Borrowings on trade payable program liability |
|
182,462 |
|
154,985 |
| ||
Payments on trade payable program liability |
|
(171,359 |
) |
(174,902 |
) | ||
Payment for finance issuance cost |
|
|
|
(770 |
) | ||
Debt payments |
|
(2,000 |
) |
(2,000 |
) | ||
Proceeds from stock issuance |
|
1,608 |
|
2,095 |
| ||
Repurchase of common stock |
|
|
|
(2,750 |
) | ||
Net cash provided by (used in) financing activities |
|
24,211 |
|
(19,842 |
) | ||
Net increase (decrease) in cash and cash equivalents |
|
4,613 |
|
(25,755 |
) | ||
Cash and cash equivalents at beginning of period |
|
33,431 |
|
59,186 |
| ||
Cash and cash equivalents at end of period |
|
$ |
38,044 |
|
$ |
33,431 |
|
|
|
|
|
|
| ||
Supplemental cash flow information: |
|
|
|
|
| ||
Cash paid for income taxes |
|
$ |
1,418 |
|
$ |
4,377 |
|
Cash received from income tax refunds |
|
$ |
292 |
|
$ |
1,251 |
|
Cash paid for interest |
|
$ |
11,377 |
|
$ |
12,027 |
|
Accrued purchases of property and equipment |
|
$ |
3,346 |
|
$ |
3,467 |
|
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
COMPUTATION OF BASIC AND DILUTED EARNINGS PER SHARE |
(in thousands, except per share data) |
|
|
|
Thirteen weeks ended |
|
Fifty-two weeks ended |
| ||||||||
|
|
|
January 31, 2015 |
|
February 1, 2014 |
|
January 31, 2015 |
|
February 1, 2014 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
(a) (Loss) earnings from continuing operations before discontinued operations |
|
|
$ |
(26,653 |
) |
$ |
(3,267 |
) |
$ |
(26,961 |
) |
$ |
7,053 |
|
Loss from discontinued operations, net of tax |
|
|
(13 |
) |
(64 |
) |
(332 |
) |
(188 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Net (loss) earnings |
|
|
$ |
(26,666 |
) |
$ |
(3,331 |
) |
$ |
(27,293 |
) |
$ |
6,865 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
(b) Basic average number of common shares outstanding during period |
|
|
53,816 |
|
53,422 |
|
53,608 |
|
53,378 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Common shares assumed issued upon exercise of dilutive stock options, net of assumed repurchase, at the average market price |
|
|
|
|
546 |
|
|
|
585 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
(c) Diluted average number of common shares assumed outstanding during period |
|
|
53,816 |
|
53,968 |
|
53,608 |
|
53,963 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Basic (loss) earnings per share: |
|
|
|
|
|
|
|
|
|
| ||||
(Loss) earnings from continuing operations before discontinued operations |
(a) / (b) |
|
$ |
(0.50 |
) |
$ |
(0.06 |
) |
$ |
(0.50 |
) |
$ |
0.13 |
|
(Loss) from discontinued operations, net of tax |
|
|
|
|
|
|
(0.01 |
) |
|
| ||||
Basic (loss) earnings per share |
|
|
$ |
(0.50 |
) |
$ |
(0.06 |
) |
$ |
(0.51 |
) |
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted (loss) earnings per share: |
|
|
|
|
|
|
|
|
|
| ||||
(Loss) earnings from continuing operations before discontinued operations |
(a) / (c) |
|
$ |
(0.50 |
) |
$ |
(0.06 |
) |
$ |
(0.50 |
) |
$ |
0.13 |
|
(Loss) from discontinued operations, net of tax |
|
|
|
|
|
|
(0.01 |
) |
|
| ||||
Diluted (loss) earnings per share |
|
|
$ |
(0.50 |
) |
$ |
(0.06 |
) |
$ |
(0.51 |
) |
$ |
0.13 |
|
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
ADDITIONAL INFORMATION |
(dollar amounts in thousands) |
|
|
Thirteen weeks ended |
|
Fifty-two weeks ended |
| ||||||||
|
|
January 31, 2015 |
|
February 1, 2014 |
|
January 31, 2015 |
|
February 1, 2014 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Capital expenditures |
|
$ |
12,294 |
|
$ |
15,648 |
|
$ |
67,269 |
|
$ |
53,982 |
|
Depreciation |
|
$ |
19,581 |
|
$ |
18,948 |
|
$ |
75,099 |
|
$ |
78,439 |
|
Non-operating income: |
|
|
|
|
|
|
|
|
| ||||
Net rental revenue |
|
$ |
(30 |
) |
$ |
377 |
|
$ |
1,009 |
|
$ |
1,409 |
|
Investment income |
|
35 |
|
43 |
|
187 |
|
175 |
| ||||
Other income |
|
8 |
|
2 |
|
(8 |
) |
205 |
| ||||
Total |
|
$ |
13 |
|
$ |
422 |
|
$ |
1,188 |
|
$ |
1,789 |
|
|
|
|
|
|
|
|
|
|
| ||||
Comparable sales percentages: |
|
|
|
|
|
|
|
|
| ||||
Service |
|
5.1 |
% |
1.4 |
% |
4.9 |
% |
1.6 |
% | ||||
Merchandise |
|
-0.2 |
% |
-3.4 |
% |
-1.6 |
% |
-2.1 |
% | ||||
Total |
|
1.3 |
% |
-2.4 |
% |
-0.1 |
% |
-1.3 |
% | ||||
|
|
|
|
|
|
|
|
|
| ||||
Total square feet of retail space (including service centers) |
|
|
|
|
|
12,942,000 |
|
12,907,000 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Store count |
|
|
|
|
|
|
|
|
| ||||
Supercenter |
|
|
|
|
|
563 |
|
568 |
| ||||
Service & Tire Center |
|
|
|
|
|
237 |
|
225 |
| ||||
Retail Only |
|
|
|
|
|
6 |
|
6 |
| ||||
Total |
|
|
|
|
|
806 |
|
799 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Sales and gross profit by line of business (A): |
|
|
|
|
|
|
|
|
| ||||
Service center revenue |
|
$ |
279,985 |
|
$ |
269,131 |
|
$ |
1,151,575 |
|
1,110,958 |
| |
Retail sales |
|
222,438 |
|
226,602 |
|
933,028 |
|
955,610 |
| ||||
Total revenues |
|
$ |
502,423 |
|
$ |
495,733 |
|
$ |
2,084,603 |
|
$ |
2,066,568 |
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit from service center revenue, prior to impairment charge |
|
$ |
49,554 |
|
$ |
43,942 |
|
$ |
235,169 |
|
215,181 |
| |
Service center revenue impairment charge |
|
(1,560 |
) |
(1,836 |
) |
(5,039 |
) |
(5,328 |
) | ||||
Gross profit from service center revenue |
|
$ |
47,994 |
|
$ |
42,106 |
|
$ |
230,130 |
|
$ |
209,853 |
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit from retail sales, prior to impairment charge |
|
$ |
52,422 |
|
$ |
62,851 |
|
$ |
247,809 |
|
279,855 |
| |
Retail sales impairment charge |
|
(731 |
) |
(941 |
) |
(2,495 |
) |
(2,331 |
) | ||||
Gross profit from retail sales |
|
$ |
51,691 |
|
$ |
61,910 |
|
$ |
245,314 |
|
$ |
277,524 |
|
|
|
|
|
|
|
|
|
|
| ||||
Total gross profit |
|
$ |
99,685 |
|
$ |
104,016 |
|
$ |
475,444 |
|
$ |
487,377 |
|
|
|
|
|
|
|
|
|
|
| ||||
Comparable sales percentages by line of business (A): |
|
|
|
|
|
|
|
|
| ||||
Service center revenue |
|
3.2 |
% |
-0.3 |
% |
1.4 |
% |
0.2 |
% | ||||
Retail sales |
|
-1.0 |
% |
-4.6 |
% |
-1.9 |
% |
-3.1 |
% | ||||
Total revenues |
|
1.3 |
% |
-2.4 |
% |
-0.1 |
% |
-1.3 |
% | ||||
|
|
|
|
|
|
|
|
|
| ||||
Gross profit percentage by line of business (A): |
|
|
|
|
|
|
|
|
| ||||
Gross profit percentage from service center revenue, prior to impairment charge |
|
17.7 |
% |
16.3 |
% |
20.4 |
% |
19.4 |
% | ||||
Impairment charge |
|
(0.6 |
) |
(0.7 |
) |
(0.4 |
) |
(0.5 |
) | ||||
Gross profit percentage from service center revenue |
|
17.1 |
% |
15.6 |
% |
20.0 |
% |
18.9 |
% | ||||
|
|
|
|
|
|
|
|
|
| ||||
Gross profit percentage from retail sales, prior to impairment charge |
|
23.6 |
% |
27.7 |
% |
26.6 |
% |
29.3 |
% | ||||
Impairment charge |
|
(0.3 |
) |
(0.4 |
) |
(0.3 |
) |
(0.2 |
) | ||||
Gross profit percentage from retail sales |
|
23.2 |
% |
27.3 |
% |
26.3 |
% |
29.0 |
% | ||||
|
|
|
|
|
|
|
|
|
| ||||
Total gross profit percentage |
|
19.8 |
% |
21.0 |
% |
22.8 |
% |
23.6 |
% |
(A) Retail sales include DIY and commercial sales. Service center revenue includes revenue from labor and installed parts and tires.