Exhibit 99.2
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES | (UNAUDITED) |
CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands)
| | August 1, 2015 | | January 31, 2015 | | August 2, 2014 | |
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | | $ | 62,408 | | $ | 38,044 | | $ | 38,423 | |
Accounts receivable, less allowance for uncollectible accounts of $1,719, $1,604 and $2,102 | | 29,762 | | 31,013 | | 27,908 | |
Merchandise inventories | | 636,692 | | 656,957 | | 659,547 | |
Prepaid expenses | | 20,831 | | 27,952 | | 21,314 | |
Other current assets | | 50,866 | | 55,986 | | 56,172 | |
Assets held for disposal | | 2,466 | | 2,648 | | 2,647 | |
Total current assets | | 803,025 | | 812,600 | | 806,011 | |
Property and equipment, net of accumulated depreciation of $1,276,588, $1,251,797 and $1,254,126 | | 587,805 | | 604,380 | | 623,285 | |
Goodwill | | 32,869 | | 32,869 | | 56,794 | |
Deferred income taxes | | 49,136 | | 56,571 | | 56,406 | |
Other long-term assets | | 34,345 | | 35,321 | | 38,236 | |
Total assets | | $ | 1,507,180 | | $ | 1,541,741 | | $ | 1,580,732 | |
| | | | | | | |
Liabilities and stockholders’ equity | | | | | | | |
Current liabilities: | | | | | | | |
Accounts payable | | $ | 216,826 | | $ | 227,132 | | $ | 219,423 | |
Trade payable program liability | | 134,356 | | 140,904 | | 137,214 | |
Accrued expenses | | 210,689 | | 226,176 | | 224,399 | |
Deferred income taxes | | 65,542 | | 61,216 | | 70,785 | |
Current maturities of long-term debt | | 2,000 | | 2,000 | | 2,000 | |
Total current liabilities | | 629,413 | | 657,428 | | 653,821 | |
| | | | | | | |
Long-term debt less current maturities | | 193,000 | | 211,000 | | 220,000 | |
Other long-term liabilities | | 43,154 | | 45,567 | | 46,899 | |
Deferred gain from asset sales | | 97,125 | | 103,596 | | 108,521 | |
Commitments and contingencies | | | | | | | |
Stockholders’ equity: | | | | | | | |
Common stock, par value $1 per share: | | | | | | | |
Authorized 500,000,000 shares; issued 68,557,046 shares | | 68,557 | | 68,557 | | 68,557 | |
Additional paid-in capital | | 296,750 | | 298,299 | | 297,924 | |
Retained earnings | | 408,565 | | 397,890 | | 432,476 | |
Accumulated other comprehensive income | | (294 | ) | (391 | ) | 213 | |
Treasury stock, at cost - 14,576,481 shares; 14,988,205 shares and 15,265,028 shares | | (229,090 | ) | (240,205 | ) | (247,679 | ) |
Total stockholders’ equity | | 544,488 | | 524,150 | | 551,491 | |
Total liabilities and stockholders’ equity | | $ | 1,507,180 | | $ | 1,541,741 | | $ | 1,580,732 | |
| | | | | | | |
Supplemental balance sheet information: | | | | | | | |
Working capital | | $ | 173,612 | | $ | 155,172 | | $ | 152,190 | |
Current ratio | | 1.28 | | 1.24 | | 1.23 | |
Accounts payable to inventory ratio | | 55.2 | % | 56.0 | % | 54.1 | % |
Total debt as a percent of total capitalization | | 26.4 | % | 28.9 | % | 28.7 | % |
Debt as a percent of total capitalization, net | | 19.6 | % | 25.0 | % | 25.0 | % |
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(dollar amounts in thousands, except per share amounts)
| | Thirteen weeks ended | | Twenty-six weeks ended | |
| | August 1, 2015 | | August 2, 2014 | | August 1, 2015 | | August 2, 2014 | |
| | | | % | | | | % | | | | % | | | | % | |
| | Amount | | Sales | | Amount | | Sales | | Amount | | Sales | | Amount | | Sales | |
| | | | | | | | | | | | | | | | | |
Merchandise sales | | $ | 401,880 | | 76.3 | | $ | 400,931 | | 76.3 | | $ | 815,005 | | 76.3 | | $ | 812,837 | | 76.4 | |
Service revenue | | 124,666 | | 23.7 | | 124,842 | | 23.7 | | 253,802 | | 23.7 | | 251,758 | | 23.6 | |
Total revenues | | 526,546 | | 100.0 | | 525,773 | | 100.0 | | 1,068,807 | | 100.0 | | 1,064,595 | | 100.0 | |
Costs of merchandise sales | | 279,707 | | 69.6 | | 280,100 | | 69.9 | | 565,950 | | 69.4 | | 565,147 | | 69.5 | |
Costs of service revenue | | 119,267 | | 95.7 | | 121,376 | | 97.2 | | 241,518 | | 95.2 | | 242,024 | | 96.1 | |
Total costs of revenues | | 398,974 | | 75.8 | | 401,476 | | 76.4 | | 807,468 | | 75.5 | | 807,171 | | 75.8 | |
Gross profit from merchandise sales | | 122,173 | | 30.4 | | 120,831 | | 30.1 | | 249,055 | | 30.6 | | 247,690 | | 30.5 | |
Gross profit from service revenue | | 5,399 | | 4.3 | | 3,466 | | 2.8 | | 12,284 | | 4.8 | | 9,734 | | 3.9 | |
Total gross profit | | 127,572 | | 24.2 | | 124,297 | | 23.6 | | 261,339 | | 24.5 | | 257,424 | | 24.2 | |
Selling, general and administrative expenses | | 117,272 | | 22.3 | | 120,624 | | 22.9 | | 238,118 | | 22.3 | | 247,694 | | 23.3 | |
Net gain (loss) from dispositions of assets | | 267 | | 0.1 | | (400 | ) | (0.1 | ) | 485 | | — | | (410 | ) | — | |
Gain on sale from leasehold interest | | — | | — | | — | | — | | 10,000 | | 0.9 | | — | | — | |
Operating profit | | 10,567 | | 2.0 | | 3,273 | | 0.6 | | 33,706 | | 3.2 | | 9,320 | | 0.9 | |
Other income | | 334 | | 0.1 | | 316 | | 0.1 | | 706 | | 0.1 | | 758 | | 0.1 | |
Interest expense | | (3,262 | ) | (0.6 | ) | (3,002 | ) | (0.6 | ) | (6,591 | ) | (0.6 | ) | (6,784 | ) | (0.6 | ) |
Earnings from continuing operations before income taxes and discontinued operations | | 7,639 | | 1.5 | | 587 | | 0.1 | | 27,821 | | 2.6 | | 3,294 | | 0.3 | |
Income tax expense | | (2,903 | ) | (38.0 | )(1) | (764 | ) | (130.1 | )(1) | (11,225 | ) | (40.3 | )(1) | (1,831 | ) | (55.6 | )(1) |
Earnings (loss) from continuing operations before discontinued operations | | 4,736 | | 0.9 | | (177 | ) | — | | 16,596 | | 1.6 | | 1,463 | | 0.1 | |
Earnings (loss) from discontinued operations, net of tax | | 74 | | — | | (96 | ) | — | | 108 | | — | | (125 | ) | — | |
Net earnings (loss) | | 4,810 | | 0.9 | | (273 | ) | (0.1 | ) | 16,704 | | 1.6 | | 1,338 | | 0.1 | |
| | | | | | | | | | | | | | | | | |
Basic earnings per share: | | | | | | | | | | | | | | | | | |
Earnings from continuing operations before discontinued operations | | $ | 0.09 | | | | $ | — | | | | $ | 0.31 | | | | $ | 0.03 | | | |
Discontinued operations, net of tax | | — | | | | — | | | | — | | | | — | | | |
Basic earnings per share | | $ | 0.09 | | | | $ | — | | | | $ | 0.31 | | | | $ | 0.03 | | | |
| | | | | | | | | | | | | | | | | |
Diluted earnings per share: | | | | | | | | | | | | | | | | | |
Earnings from continuing operations before discontinued operations | | $ | 0.09 | | | | $ | — | | | | $ | 0.31 | | | | $ | 0.03 | | | |
Discontinued operations, net of tax | | — | | | | — | | | | — | | | | — | | | |
Diluted earnings per share | | $ | 0.09 | | | | $ | — | | | | $ | 0.31 | | | | $ | 0.03 | | | |
| | | | | | | | | | | | | | | | | |
Other comprehensive (loss) income: | | | | | | | | | | | | | | | | | |
Derivative financial instruments adjustment, net of tax | | (49 | ) | | | (128 | ) | | | 97 | | | | (166 | ) | | |
Other comprehensive (loss) income | | (49 | ) | | | (128 | ) | | | 97 | | | | (166 | ) | | |
Comprehensive income (loss) | | $ | 4,761 | | | | $ | (401 | ) | | | $ | 16,801 | | | | $ | 1,172 | | | |
(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)
Twenty-six weeks ended | | August 1, 2015 | | August 2, 2014 | |
| | | | | |
Cash flows from operating activities: | | | | | |
Net earnings | | $ | 16,704 | | $ | 1,338 | |
Adjustments to reconcile net earnings to net cash provided by continuing operations: | | | | | |
Net (earnings) loss from discontinued operations | | (108 | ) | 125 | |
Depreciation | | 33,195 | | 36,346 | |
Amortization of deferred gain from asset sales | | (6,471 | ) | (6,302 | ) |
Amortization of deferred financing costs | | 1,252 | | 1,311 | |
Stock compensation expense | | 2,267 | | 1,799 | |
Deferred income taxes | | 10,261 | | 2,727 | |
Net (gain) loss from dispositions of assets | | (485 | ) | 410 | |
Loss from asset impairment | | 2,476 | | 3,839 | |
Other | | (554 | ) | (79 | ) |
Changes in assets and liabilities, net of the effects of acquisitions: | | | | | |
Decrease in accounts receivable, prepaid expenses and other | | 14,675 | | 12,572 | |
Decrease in merchandise inventories | | 20,265 | | 12,807 | |
Decrease in accounts payable | | (9,022 | ) | (34,591 | ) |
Decrease in accrued expenses | | (15,147 | ) | (15,167 | ) |
Decrease in other long-term liabilities | | (1,839 | ) | (1,277 | ) |
Net cash provided by continuing operations | | 67,469 | | 15,858 | |
Net cash used in discontinued operations | | (194 | ) | (300 | ) |
Net cash provided by operating activities | | 67,275 | | 15,558 | |
| | | | | |
Cash flows from investing activities: | | | | | |
Capital expenditures | | (22,102 | ) | (39,010 | ) |
Proceeds from dispositions of assets | | 2,066 | | 35 | |
Net cash used in investing activities | | (20,036 | ) | (38,975 | ) |
| | | | | |
Cash flows from financing activities: | | | | | |
Borrowings under line of credit agreements | | 112,193 | | 339,179 | |
Payments under line of credit agreements | | (129,193 | ) | (317,679 | ) |
Borrowings on trade payable program liability | | 80,890 | | 94,353 | |
Payments on trade payable program liability | | (87,438 | ) | (86,940 | ) |
Debt payments | | (1,000 | ) | (1,000 | ) |
Proceeds from stock issuance | | 1,673 | | 496 | |
Net cash (used in) provided by financing activities | | (22,875 | ) | 28,409 | |
Net increase in cash and cash equivalents | | 24,364 | | 4,992 | |
Cash and cash equivalents at beginning of period | | 38,044 | | 33,431 | |
Cash and cash equivalents at end of period | | $ | 62,408 | | $ | 38,423 | |
| | | | | |
Supplemental cash flow information: | | | | | |
Cash paid for income taxes | | $ | 940 | | $ | 660 | |
Cash received from income tax refunds | | $ | — | | $ | 244 | |
Cash paid for interest | | $ | 5,257 | | $ | 5,584 | |
Accrued purchases of property and equipment | | $ | 2,110 | | $ | 3,537 | |
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 | | Twenty-six weeks ended | |
| | | | | | August 1, 2015 | | August 2, 2014 | | August 1, 2015 | | August 2, 2014 | |
| | | | | | | | | | | | | |
(a) | | Earnings (loss) from continuing operations before discontinued operations | | | | $ | 4,736 | | $ | (177 | ) | $ | 16,596 | | $ | 1,463 | |
| | Earnings (loss) from discontinued operations, net of tax | | | | 74 | | (96 | ) | 108 | | (125 | ) |
| | | | | | | | | | | | | |
| | Net earnings (loss) | | | | $ | 4,810 | | $ | (273 | ) | $ | 16,704 | | $ | 1,338 | |
| | | | | | | | | | | | | |
(b) | | Basic average number of common shares outstanding during period | | | | 54,239 | | 53,528 | | 54,167 | | 53,499 | |
| | | | | | | | | | | | | |
| | Common shares assumed issued upon exercise of dilutive stock options, net of assumed repurchase, at the average market price | | | | 192 | | — | | 141 | | 526 | |
| | | | | | | | | | | | | |
(c) | | Diluted average number of common shares assumed outstanding during period | | | | 54,431 | | 53,528 | | 54,308 | | 54,025 | |
| | | | | | | | | | | | | |
| | Basic earnings per share: | | | | | | | | | | | |
| | Earnings from continuing operations before discontinued operations | | (a) / (b) | | $ | 0.09 | | $ | — | | $ | 0.31 | | $ | 0.03 | |
| | Discontinued operations, net of tax | | | | — | | — | | — | | — | |
| | Basic earnings per share | | | | $ | 0.09 | | $ | — | | $ | 0.31 | | $ | 0.03 | |
| | | | | | | | | | | | | |
| | Diluted earnings per share: | | | | | | | | | | | |
| | Earnings from continuing operations before discontinued operations | | (a) / (c) | | $ | 0.09 | | $ | — | | $ | 0.31 | | $ | 0.03 | |
| | Discontinued operations, net of tax | | | | — | | — | | — | | — | |
| | Diluted earnings per share | | | | $ | 0.09 | | $ | — | | $ | 0.31 | | $ | 0.03 | |
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES | |
ADDITIONAL INFORMATION | (dollar amounts in thousands) |
| | Thirteen weeks ended | | Twenty-six weeks ended | |
| | August 1, 2015 | | August 2, 2014 | | August 1, 2015 | | August 2, 2014 | |
| | | | | | | | | |
Capital expenditures | | $ | 9,835 | | $ | 24,445 | | $ | 22,102 | | $ | 39,010 | |
Depreciation | | $ | 16,301 | | $ | 18,026 | | $ | 33,195 | | $ | 36,346 | |
Non-operating income: | | | | | | | | | |
Net rental revenue | | $ | 277 | | $ | 284 | | $ | 581 | | $ | 683 | |
Investment income | | 52 | | 46 | | 112 | | 93 | |
Other income | | 5 | | (14 | ) | 13 | | (18 | ) |
Total | | $ | 334 | | $ | 316 | | $ | 706 | | $ | 758 | |
| | | | | | | | | |
Comparable sales percentages: | | | | | | | | | |
Service | | -0.4 | % | 5.4 | % | 0.5 | % | 4.3 | % |
Merchandise | | 0.5 | % | -3.8 | % | 0.6 | % | -3.3 | % |
Total | | 0.3 | % | -1.8 | % | 0.6 | % | -1.6 | % |
| | | | | | | | | |
Total square feet of retail space (including service centers) | | | | | | 12,885,000 | | 12,807,000 | |
| | | | | | | | | |
Store count | | | | | | | | | |
Supercenter | | | | | | 562 | | 565 | |
Service & Tire Center | | | | | | 234 | | 228 | |
Retail Only | | | | | | 5 | | 6 | |
Total | | | | | | 801 | | 799 | |
| | | | | | | | | |
Sales and gross profit by line of business (A): | | | | | | | | | |
Service center revenue | | $ | 290,806 | | $ | 288,302 | | $ | 591,689 | | 582,215 | |
Retail sales | | 235,740 | | 237,471 | | 477,118 | | 482,380 | |
Total revenues | | $ | 526,546 | | $ | 525,773 | | $ | 1,068,807 | | $ | 1,064,595 | |
| | | | | | | | | |
Gross profit from service center revenue, prior to impairment charge | | $ | 64,316 | | $ | 62,063 | | $ | 131,966 | | 126,798 | |
Service center revenue impairment charge | | (605 | ) | (1,379 | ) | (1,356 | ) | (2,335 | ) |
Gross profit from service center revenue | | $ | 63,711 | | $ | 60,684 | | $ | 130,610 | | $ | 124,463 | |
| | | | | | | | | |
Gross profit from retail sales, prior to impairment charge | | $ | 64,934 | | $ | 64,901 | | $ | 131,847 | | 134,464 | |
Retail sales impairment charge | | (1,073 | ) | (1,288 | ) | (1,118 | ) | (1,503 | ) |
Gross profit from retail sales | | $ | 63,861 | | $ | 63,613 | | $ | 130,729 | | $ | 132,961 | |
| | | | | | | | | |
Total gross profit | | $ | 127,572 | | $ | 124,297 | | $ | 261,339 | | $ | 257,424 | |
| | | | | | | | | |
Comparable sales percentages by line of business (A): | | | | | | | | | |
Service center revenue | | 0.6 | % | -0.2 | % | 1.2 | % | -0.6 | % |
Retail sales | | 0.0 | % | -3.6 | % | -0.2 | % | -2.7 | % |
Total revenues | | 0.3 | % | -1.8 | % | 0.6 | % | -1.6 | % |
| | | | | | | | | |
Gross profit percentage by line of business (A): | | | | | | | | | |
Gross profit percentage from service center revenue, prior to impairment charge | | 22.1 | % | 21.5 | % | 22.3 | % | 21.8 | % |
Impairment charge | | (0.2 | ) | (0.5 | ) | (0.2 | ) | (0.4 | ) |
Gross profit percentage from service center revenue | | 21.9 | % | 21.0 | % | 22.1 | % | 21.4 | % |
| | | | | | | | | |
Gross profit percentage from retail sales, prior to impairment charge | | 27.5 | % | 27.3 | % | 27.6 | % | 27.9 | % |
Impairment charge | | (0.5 | ) | (0.5 | ) | (0.2 | ) | (0.3 | ) |
Gross profit percentage from retail sales | | 27.1 | % | 26.8 | % | 27.4 | % | 27.6 | % |
| | | | | | | | | |
Total gross profit percentage | | 24.2 | % | 23.6 | % | 24.5 | % | 24.2 | % |
(A) Retail sales include DIY and commercial sales. Service center revenue includes revenue from labor and installed parts and tires.