<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: MAY 3, 1998
OR
[ ] 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)
<TABLE>
<S> <C>
DELAWARE 86-0765798
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
645 E. MISSOURI AVE. SUITE 400, PHOENIX,
ARIZONA 85012
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (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 REPORT)
</TABLE>
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.
[X] Yes [ ] No
As of June 8, 1998, CSK Auto Corporation had 27,738,388 shares of common
stock outstanding.
================================================================================
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CSK AUTO CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
(UNAUDITED)
MAY 3, FEBRUARY 1,
1998 1998
----------- -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 6,199 $ 4,852
Receivables, net of allowances of $2,568 and $2,403,
respectively.............................................. 37,444 37,566
Inventories................................................. 373,257 367,366
Assets held for sale........................................ 4,494 2,418
Prepaid expenses and other current assets................... 13,124 14,143
-------- --------
Total current assets.............................. 434,518 426,345
-------- --------
Property and equipment, net................................. 91,793 85,940
Leasehold interests, net.................................... 10,665 10,934
Deferred income taxes....................................... 26,727 22,021
Other assets, net........................................... 7,807 18,011
-------- --------
Total assets...................................... $571,510 $563,251
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable............................................ $120,058 $109,962
Outstanding checks.......................................... 13,734 4,308
Accrued payroll and related expenses........................ 20,230 20,869
Accrued expenses and other current liabilities.............. 32,232 40,818
Due to affiliates........................................... -- 1,000
Current maturities of amounts due under Senior Credit
Facility.................................................. 1,000 1,000
Current maturities of capital lease obligations............. 8,759 8,671
Deferred income taxes....................................... 4,066 4,066
-------- --------
Total current liabilities......................... 200,079 190,694
-------- --------
Amounts due under Senior Credit Facility.................... 185,000 239,050
Obligations under 11% Senior Subordinated Notes............. 81,250 125,000
Obligations under 12% Subordinated Notes.................... -- 50,000
Obligations under capital leases............................ 14,530 16,241
Other....................................................... 13,914 17,321
-------- --------
Total non-current liabilities..................... 294,694 447,612
-------- --------
Commitments and contingencies
Stockholders' equity (deficit):
Common stock, $0.01 par value, 50,000,000 shares authorized,
27,738,388 at May 3, 1998 and 19,113,388 shares at
February 1, 1998 issued and outstanding................... 277 191
Additional paid-in capital.................................. 289,533 130,513
Stockholder receivable...................................... (1,018) (1,168)
Deferred compensation....................................... (620) (675)
Accumulated deficit......................................... (211,435) (203,916)
-------- --------
Total stockholders' equity (deficit).............. 76,737 (75,055)
-------- --------
Total liabilities and stockholders' equity
(deficit)....................................... $571,510 $563,251
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
1
<PAGE> 3
CSK AUTO CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
--------------------------
MAY 3, MAY 4,
1998 1997
----------- -----------
<S> <C> <C>
Net sales................................................... $ 238,423 $ 201,613
Cost and expenses:
Cost of sales............................................. 130,706 117,501
Operating and administrative.............................. 93,023 77,095
Transition and integration expenses....................... 3,075 --
Write-off of unamortized management fee................... 3,643 --
----------- -----------
230,447 194,596
----------- -----------
Operating profit............................................ 7,976 7,017
Interest expense............................................ 9,198 9,725
----------- -----------
Loss before income taxes and extraordinary item............. (1,222) (2,708)
Income tax benefit.......................................... (470) (1,059)
----------- -----------
Loss before extraordinary item.............................. (752) (1,649)
Extraordinary loss, net of $4,236 of income taxes........... (6,767) --
----------- -----------
Net loss.................................................... $ (7,519) $ (1,649)
=========== ===========
Basic earnings per share:
Loss before extraordinary item.............................. $ (0.03) $ (0.10)
Extraordinary loss, net of income taxes..................... (0.29) --
----------- -----------
Net loss.................................................... $ (0.32) $ (0.10)
=========== ===========
Shares used in computing per share amounts.................. 23,568,058 17,105,000
=========== ===========
Diluted earnings per share:
Loss before extraordinary item.............................. $ (0.03) $ (0.10)
Extraordinary loss, net of income taxes..................... (0.29) --
----------- -----------
Net loss.................................................... $ (0.32) $ (0.10)
=========== ===========
Shares used in computing per share amounts.................. 23,568,058 17,105,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE> 4
CSK AUTO CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------------- PAID-IN ACCUMULATED STOCKHOLDER DEFERRED TOTAL EQUITY
SHARES AMOUNT CAPITAL DEFICIT RECEIVABLE COMPENSATION (DEFICIT)
---------- ------ ---------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at February 1,
1998.................... 19,113,388 $191 $130,513 $(203,916) $(1,168) $(675) $(75,055)
Amortization of deferred
compensation.......... -- -- -- -- -- 55 55
Recovery of shareholder
receivable............ -- -- -- -- 150 -- 150
Issuance of common stock
in initial public
offering, net of
transaction costs..... 8,625,000 86 159,020 -- -- -- 159,106
Net loss................ -- -- -- (7,519) -- -- (7,519)
---------- ---- -------- --------- ------- ----- --------
Balance at May 3, 1998
(Unaudited)............. 27,738,388 $277 $289,533 $(211,435) $(1,018) $(620) $ 76,737
========== ==== ======== ========= ======= ===== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 5
CSK AUTO CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
--------------------------
MAY 3, 1998 MAY 4, 1997
----------- -----------
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net loss.................................................. $ (7,519) $ (1,649)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization of property and
equipment.............................................. 5,280 4,227
Amortization of leasehold interests..................... 242 303
Amortization of other deferred charges.................. 226 172
Amortization of deferred financing costs................ 296 452
Extraordinary loss on early retirement of debt, net..... 6,767 --
Write-off of unamortized deferred charge................ 3,643 --
Deferred income taxes................................... (470) (1,059)
Change in operating assets and liabilities:
Accounts receivable................................... 122 529
Inventories........................................... (5,891) (763)
Prepaid expenses and other current assets............. 960 98
Accounts payable...................................... 10,096 (16,173)
Outstanding checks.................................... 9,426 1,830
Accrued payroll, accrued expenses and other current
liabilities.......................................... (9,083) (3,943)
Due to affiliate...................................... (1,000) --
Other................................................. (3,282) (1,269)
-------- --------
Net cash provided by (used in) operating activities..... 9,813 (17,245)
-------- --------
Cash flows used in investing activities:
Capital expenditures...................................... (10,814) (3,606)
Expenditures for assets held for sale..................... (3,194) (3,111)
Proceeds from sale of property and equipment and assets
held for sale........................................... 1,429 429
Other investing activities................................ (124) (22)
-------- --------
Net cash used in investing activities..................... (12,703) (6,310)
-------- --------
Cash flows provided by financing activities:
Borrowings under Senior Credit Facility................... 45,000 26,000
Payments of debt.......................................... (99,050) --
Issuance of common stock in initial public offering....... 172,482 --
Underwriters' discount and other costs of initial public
offering................................................ (13,377) --
Premiums paid upon early retirement of debt............... (4,875)
Retirement of 11% Senior Subordinated Notes............... (43,750) --
Retirement of 12% Subordinated Notes...................... (50,000) --
Payments on capital lease obligations..................... (2,190) (1,811)
Recovery of stockholder receivable........................ 150 --
Other..................................................... (153) (332)
-------- --------
Net cash provided by financing activities................... 4,237 23,857
-------- --------
Net increase in cash and cash equivalents................... 1,347 302
Cash and cash equivalents, beginning of period.............. 4,852 5,223
-------- --------
Cash and cash equivalents, end of period.................... $ 6,199 $ 5,525
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 6
CSK AUTO CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THIRTEEN WEEKS ENDED MAY 3, 1998
CSK Auto Corporation is a holding company. At May 3, 1998, CSK Auto
Corporation had no business activity other than its investment in CSK Auto,
Inc., a wholly-owned subsidiary ("Auto"). On a consolidated basis, CSK Auto
Corporation and CSK Auto, Inc. are referred to herein as the "Company".
CSK Auto, Inc. is a specialty retailer of automotive aftermarket parts and
accessories. At May 3, 1998, the Company operated 730 stores in 12 Western
states. The Company operates as a fully integrated chain under three brand
names: Checker Auto Parts, founded in 1968 and operating in the Southwest and
Rocky Mountain states; Schuck's Auto Supply, founded in 1917 and operating in
the Pacific Northwest; and Kragen Auto Parts, founded in 1947 and operating
primarily in California.
1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements included herein
were prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC"), but do not include all
information and footnotes required by generally accepted accounting principles.
In the opinion of management, the condensed consolidated financial statements
reflect all adjustments, which are of a normal recurring nature, necessary for a
fair presentation of the Company's financial position and the results of its
operations. The accompanying condensed consolidated financial statements should
be read in conjunction with the financial statements and related notes thereto
for the fiscal year ended February 1, 1998, as included in the Company's Annual
Report on Form 10-K.
2. INVENTORIES
Inventories are valued at the lower of cost or market, cost being
determined utilizing the last-in, first-out (LIFO) method. An actual valuation
of inventory under the LIFO method can only be calculated at the end of a fiscal
year based upon the inventory levels and costs at that time. Accordingly,
interim LIFO calculations reflected herein are based upon management's estimates
of year-end inventory levels and costs. The replacement cost of inventories
approximated $319.9 million and $316.2 million at May 3, 1998 and February 1,
1998, respectively.
3. INITIAL PUBLIC OFFERING OF COMMON STOCK
On March 17, 1998, the Company completed an initial public offering (the
"Offering") of 8,625,000 shares of its common stock. The Offering generated net
proceeds of approximately $159.1 million which were used to reduce outstanding
debt of the Company as follows, (in millions):
<TABLE>
<S> <C>
12% Subordinated Notes............................ $ 50.0
11% Senior Subordinated Notes..................... 43.8
Senior Credit Facility............................ 53.8
Premiums on retirement............................ 4.9
Accrued interest.................................. 6.6
------
Total................................... $159.1
======
</TABLE>
Upon the retirement of Company's 12% Subordinated Notes, all of Auto's
outstanding preferred stock was cancelled. Upon the consummation of the
Offering, the Company recorded an extraordinary loss of $6.8 million, net of
taxes. Such extraordinary loss consisted primarily of the premiums paid in
connection with the redemption of indebtedness and the write-off of a portion of
deferred debt issuance costs.
In connection with the Offering, the Company's Board of Directors approved
a 17.105 to 1 stock split. Accordingly, all share information herein has been
adjusted to give retroactive effect to such stock split. In addition, under the
terms of the Company's restated Certificate of Incorporation in effect at the
time of the
5
<PAGE> 7
CSK AUTO CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Offering, each share of each class of outstanding capital stock of the Company
automatically converted to common stock upon the consummation of the Offering on
March 17, 1998.
In March 1998, the Company amended its Certificate of Incorporation to
increase the total common stock authorization to 50 million shares.
4. EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued statement
of Financial Accounting Standards No. 128, Earnings per Share ("FAS 128"). FAS
128 establishes standards for computing and presenting earnings per share
("EPS") and supercedes APB Opinion No. 15, Earnings per Share ("APB 15"). FAS
128 replaces the presentation of primary EPS with a presentation of basic EPS
which excludes dilution and is computed by dividing income available to common
shareholders by the weighted-average of common shares outstanding during the
period. This statement also requires dual presentation of basic EPS and diluted
EPS on the face of the income statement for all periods presented. Diluted EPS
is calculated similarly to fully diluted EPS pursuant to APB 15, with some
modifications. FAS 128 is effective for financial statements issued for periods
ending after December 15, 1997, including interim periods. The statement
requires restatement of all prior-period EPS data presented after the effective
date. Consequently, the Company adopted FAS 128 effective as of fiscal 1997 and
has restated all prior period EPS data presented within these financial
statements. Calculation of shares used in computing per share amounts under the
provisions of SFAS 128 and Securities and Exchange Commission Staff Accounting
Bulletin No. 98 is summarized as follows:
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
--------------------------
MAY 3, 1998 MAY 4, 1997
----------- -----------
(UNAUDITED)
<S> <C> <C>
Common stock outstanding:
Beginning of period....................................... 19,113,388 17,105,000
End of period............................................. 27,738,388 17,105,000
Issued during the period.................................... 8,625,000 --
Weighted average number of shares........................... 23,568,058 17,105,000
</TABLE>
Weighted average shares issuable under employee stock options, totaling
948,129 are excluded from the shares used in computing per share amounts for the
thirteen weeks ended May 3, 1998 because their effect is anti-dilutive.
5. WRITE-OFF OF UNAMORTIZED MANAGEMENT FEE
In connection with the Acquisition and Financings that occurred in October
1996 (See the Company's Annual Report on Form 10-K), the Company pre-paid a fee
of $5.0 million to its then majority shareholder in connection with a management
advisory and consulting services agreement (the "Management Agreement"). The
term of the Management Agreement was 5 years unless earlier terminated as a
result of the occurrence of certain events, including the initial public
offering of a class of equity securities. Upon the consummation of the Offering
in March 1998, the Management Agreement terminated and the remaining unamortized
portion of the pre-paid fee ($3.6 million) was expensed.
6. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income", and
No. 131, "Disclosures about Segments of an Enterprise and Related Information".
In February 1998, the FASB issued SFAS No. 132, "Employer's Disclosures about
Pensions and other Post Retirement Benefits." The Company adopted each of these
standards in fiscal 1998. As these standards only require additional disclosures
in the Company's financial statements, their adoption did not affect the
Company's financial position or the results of its operations.
6
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
The Company's business is seasonal in nature, with the highest sales
occurring in the summer months of June through August. The Company's business is
also affected by weather conditions because unusually severe weather tends to
reduce sales as elective maintenance is postponed during such periods. However,
extremely hot or cold weather can enhance sales by causing parts to fail and
demand for seasonal products to increase.
On December 8, 1997, the Company acquired the 82 Trak West stores located
in the Los Angeles market from Trak Auto Corporation. During the first quarter
of fiscal 1998, the Company completed the integration of these stores into its
operations.
On March 17, 1998, the Company completed an initial public offering (the
"Offering") of approximately 8.6 million shares of its common stock and utilized
the net proceeds thereof (approximately $159.1 million) to reduce outstanding
debt.
Results of Operations
The following table expresses the statements of operations as a percentage
of sales for the periods shown:
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
--------------------------
MAY 3, 1998 MAY 4, 1997
----------- -----------
<S> <C> <C>
Net sales................................................... 100.0% 100.0%
Cost of sales............................................... 54.8% 58.3%
----- -----
Gross profit................................................ 45.2% 41.7%
Operating and administrative................................ 39.0% 38.2%
Transition and integration expense.......................... 1.3% 0.0%
Write-off of unamortized management fee..................... 1.5% 0.0%
----- -----
Operating profit............................................ 3.4% 3.5%
Interest expense............................................ 3.9% 4.8%
----- -----
Loss before income taxes and extraordinary item............. (0.5)% (1.3)%
Income tax benefit.......................................... (0.2)% (0.5)%
----- -----
Loss before extraordinary item.............................. (0.3)% (0.8)%
Extraordinary loss, net of tax.............................. (2.8)% (0.0)%
----- -----
Net loss.................................................... (3.1)% (0.8)%
===== =====
</TABLE>
THIRTEEN WEEKS ENDED MAY 3, 1998 COMPARED TO THIRTEEN WEEKS ENDED MAY 4, 1997
Net sales for the thirteen weeks ended May 3, 1998 (the "first quarter of
fiscal 1998") increased $36.8 million, or 18.3% over net sales for the thirteen
week period ended May 4, 1997, primarily reflecting an increase in the number of
stores operated. As a result of the acquisition of Trak West in December 1997
and new store openings, the Company operated 730 stores at quarter-end 1998
compared to 586 stores at quarter-end last year. Comparable store sales for the
first quarter of fiscal 1998 were flat compared to the prior-year period, due
primarily to heavy rains and cooler temperatures. During the first quarter of
fiscal 1998, the Company opened 16 new stores, relocated 12 stores to larger
facilities and closed four stores in addition to those closed due to
relocations.
Gross profit for the first quarter of fiscal 1998 was $107.7 million, or
45.2 % of net sales, compared to $84.1 million, or 41.7% of net sales, for the
comparable period of fiscal 1997. The increase in gross profit percentage
primarily resulted from the Company's ability to obtain generally better pricing
and more favorable terms from its vendors as a result of the Company's improving
operating results and financial condition.
7
<PAGE> 9
Operating and administrative expenses increased by $15.9 million to $93.0
million, or 39.0% of net sales, for the first quarter of fiscal 1998 from $77.1
million, or 38.2% of net sales, for the comparable period of fiscal 1997. The
increase in expense is primarily the result of the incremental operating costs
of new stores that are in the early stages of maturation and the operating costs
of the former Trak stores, which exceed the Company average as a percent of
sales. In addition, the Company incurred $3.1 million of one-time expense during
the first quarter of fiscal 1998 to complete the integration of the former Trak
stores into the Company's operations and a $3.6 million non-cash charge to write
off the remaining unamortized balance of a pre-paid management consulting and
advisory services agreement that terminated by its terms upon the consummation
of the Offering.
Operating profit increased to $8.0 million, or 3.4% of net sales, for the
first quarter of fiscal 1998 compared to $7.0 million, or 3.5% of net sales, for
the comparable period of fiscal 1997, due to the factors cited above.
Interest expense for the first quarter of fiscal 1998 totaled $9.2 million
compared to $9.7 million for the first quarter of fiscal 1997. The decrease in
expense is the result of the early retirement of approximately $147.6 million of
outstanding debt with the proceeds of the Offering. As a result of such
retirement of debt, the Company incurred an extraordinary loss of $6.8 million,
net of tax, which consisted primarily of the premiums paid in connection with
the retirement of such indebtedness and the write-off of a portion of deferred
debt issuance costs.
As a result of the above factors, net loss increased to $7.5 million, or
($0.32) per common share, for the first quarter of fiscal 1998, compared to a
net loss of $1.6 million, or ($0.10) per common share, for the first quarter of
fiscal 1997. Pro forma net income for the first quarter of fiscal 1998 was
approximately $4.1 million, or $0.14 per fully diluted common share, assuming
that the Offering and related retirement of indebtedness had occurred on the
first day of fiscal 1998 and adjusting for the extraordinary loss and other
non-recurring items discussed above.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased by $8.6 million to $20.4 million in the first quarter of fiscal 1998,
compared to $11.8 million for first quarter of fiscal 1997. EBITDA is used by
the Company for the purpose of analyzing operating performance, leverage and
liquidity. Additionally, the Company's $300.0 million Senior Credit Facility
contains various financial covenants that are based upon EBITDA as it is defined
in the Senior Credit Facility. EBITDA is not a measure of financial performance
under generally accepted accounting principles and should not be considered as
an alternative to net income as a measure of the Company's operating
performance.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash needs have been for the funding of working
capital requirements (primarily inventory) and store fixtures and leasehold
improvements associated with its store expansion and relocation program, the
expansion of its sales to commercial customers and the increase in the number of
hard parts SKU's in its stores. Historically, the Company has financed its
growth and infrastructure requirements through internally generated funds, funds
borrowed under its various credit agreements, funds obtained from an affiliate
of a shareholder through sales-leaseback and other transactions, and lease
arrangements with third parties.
The Company believes that it has sufficient liquidity to fund its debt
service obligations and to continue to implement its growth strategy. In
addition to its operating cash flow and borrowing capacity under the $300.0
million Senior Credit Facility, the Company has access to an off-balance sheet
leasing facility that will provide for the acquisition and development of
approximately 100 to 125 new stores over the period of February 1, 1998 through
May 31, 1999. The facility calls for up to $125 million of funding to be
provided for acquisition and development costs with the stores to be leased to
the Company under operating lease arrangements upon the completion of their
construction.
For the thirteen week period ended May 3, 1998, net cash provided by
operating activities was $9.8 million compared to $17.2 million of cash used in
operating activities during the first quarter of fiscal
8
<PAGE> 10
1997. The largest component of the change in cash flow from operating activities
relates to accounts payable, where $10.1 million of cash was provided by
operating activities during fiscal 1998, while $16.2 million was used for such
purposes in fiscal 1997. Net cash used in investing activities totaled $12.7
million in the thirteen weeks ended May 3, 1998, compared to $6.3 million in the
comparable period of fiscal 1997. The increase in cash used in investing
activities was the result of generally larger disbursements for capital
expenditures, primarily in connection with the integration of the former Trak
stores. Net cash provided by financing activities totaled $4.2 million in the
first quarter of fiscal 1998 compared to $23.9 million in the comparable period
of fiscal 1997. In the 1998 period, net cash provided by financing activities
consisted of $45.0 million of revolving credit facility borrowings, payments of
debt of $45.2 million, $2.2 million of payments on capital lease obligations and
receipt of $0.2 million of stockholder receivables. In addition, the Company
received gross proceeds of $172.5 million in connection with the Offering. Such
proceeds were applied as follows: $13.4 million to pay underwriters' discounts
and other transaction costs; $50.0 million to retire all outstanding 12%
Subordinated Notes; $43.8 million to retire certain of the 11% Senior
Subordinated Notes; $53.8 million to pay certain outstanding balances under the
Senior Credit Facility; $4.9 million to pay premiums in connection with the
retirement of certain of the aforementioned debt instruments and the balance to
pay accrued interest and for general corporate purposes. In the 1997 period, the
Company borrowed $26.0 million under the Senior Credit Facility, made payments
of capital lease obligations of $1.8 million and paid $0.3 million in connection
with other financing activities.
Forward-looking Statements
The foregoing Management's Discussion and Analysis contains certain
forward-looking statements about the future performance of the Company that are
based on management's assumptions and beliefs in light of the information
currently available. These forward-looking statements are subject to
uncertainties and other factors that could cause actual results to differ
materially from those statements. Factors that may cause differences are
identified in the Company's Annual Report on Form 10-K, and are incorporated
herein by reference.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
NONE
ITEM 2. CHANGES IN SECURITIES.
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the first quarter of fiscal 1998, no matters were submitted to a
vote of security holders except as follows:
(a) On February 9, 1998, the Board of Directors submitted an amendment
to the Certificate of Incorporation which increased the authorized common
stock of the Company and provided for a 17.105 to 1 split of the
outstanding common stock, which was approved by unanimous consent of the
stockholders on such date.
9
<PAGE> 11
(b) On February 9, 1998, the Board of Directors submitted a form of
Restated Certificate of Incorporation to be filed upon the consummation of
the Company's initial public offering, which was approved by unanimous
consent of the stockholders on such date.
(c) On February 9, 1998, the Board of Directors submitted amendments
to the 1996 Associate Stock Option Plan and the 1996 Executive Stock Option
Plan, which was approved by unanimous consent of the stockholders on such
date.
(d) On February 9, 1998, the Board of Directors submitted the grant of
certain options to purchase common stock to the Company's Chairman and
Chief Executive Officer, which was approved by unanimous consent of the
stockholders on such date.
ITEM 5. OTHER INFORMATION.
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
3.01* Amended and Restated Articles of Incorporation of the Company.
3.02* Amended and Restated By-laws of the Company.
27.01 Financial Data Schedule.
(b) Reports on Form 8-K: None
- ---------------
* Incorporated herein by reference to the Company's registration statement on
Form S-1 (File No. 001-13927)
10
<PAGE> 12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CSK Auto Corporation
By: /s/ DON W. WATSON
------------------------------------
Don W. Watson
Chief Financial Officer
DATED: June 8, 1998
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS, CONDENSED CONSOLIDATED BALANCE SHEET AND
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THIRTEEN WEEKS
ENDED MAY 3, 1998.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-START> FEB-02-1998
<PERIOD-END> MAY-03-1998
<CASH> 6,199
<SECURITIES> 0
<RECEIVABLES> 40,011
<ALLOWANCES> 2,568
<INVENTORY> 373,257
<CURRENT-ASSETS> 434,518
<PP&E> 178,986
<DEPRECIATION> (87,193)
<TOTAL-ASSETS> 571,510
<CURRENT-LIABILITIES> 200,079
<BONDS> 81,250
0
0
<COMMON> 277
<OTHER-SE> 76,460
<TOTAL-LIABILITY-AND-EQUITY> 571,510
<SALES> 238,423
<TOTAL-REVENUES> 238,423
<CGS> 130,706
<TOTAL-COSTS> 230,447
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,198
<INCOME-PRETAX> (1,222)
<INCOME-TAX> (470)
<INCOME-CONTINUING> (752)
<DISCONTINUED> 0
<EXTRAORDINARY> (6,767)
<CHANGES> 0
<NET-INCOME> (7,519)
<EPS-PRIMARY> (0.32)
<EPS-DILUTED> (0.32)
</TABLE>
