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.