<PAGE> 1
- --------------------------------------------------------------------------------
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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 OCTOBER 31, 1999
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)
</TABLE>
(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 [X] No [ ]
As of December 10, 1999, CSK Auto Corporation had 27,834,003 shares of
common stock outstanding.
- --------------------------------------------------------------------------------
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<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>
OCTOBER 31, JANUARY 31,
1999 1999
----------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 13,576 $ 7,490
Receivables, net of allowances of $2,617 and $1,703,
respectively.............................................. 71,881 58,867
Inventories................................................. 611,212 414,422
Assets held for sale........................................ 7,043 5,018
Prepaid expenses and other current assets................... 19,375 18,295
---------- ---------
Total current assets.............................. 723,087 504,092
---------- ---------
Property and equipment, net................................. 153,807 105,037
Leasehold interests, net.................................... 8,650 9,643
Deferred income taxes....................................... 8,531 10,695
Goodwill, net............................................... 122,826 193
Other assets, net........................................... 13,012 7,016
---------- ---------
Total assets...................................... $1,029,913 $ 636,676
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable............................................ $ 156,538 $ 122,304
Accrued payroll and related expenses........................ 39,020 25,962
Accrued expenses and other current liabilities.............. 64,579 35,312
Current maturities of amounts due under Senior Credit
Facility.................................................. 1,840 840
Current maturities of capital lease obligations............. 8,818 8,749
Deferred income taxes....................................... 4,046 4,046
---------- ---------
Total current liabilities......................... 274,841 197,213
---------- ---------
Amounts due under Senior Credit Facility.................... 501,900 224,320
Obligations under 11% Senior Subordinated Notes............. 81,250 81,250
Obligations under capital leases............................ 22,942 18,134
Other....................................................... 8,487 10,370
---------- ---------
Total non-current liabilities..................... 614,579 334,074
---------- ---------
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, 50,000,000 shares
authorized; 27,827,057 and 27,768,832 shares issued and
outstanding at October 31, 1999 and January 31, 1999,
respectively........................................... 278 278
Additional paid-in capital................................ 290,913 289,820
Stockholder receivable.................................... (615) (1,018)
Deferred compensation..................................... (367) (493)
Accumulated deficit....................................... (149,716) (183,198)
---------- ---------
Total stockholders' equity........................ 140,493 105,389
---------- ---------
Total liabilities and stockholders' equity........ $1,029,913 $ 636,676
========== =========
</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 SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
------------------------- -------------------------
OCTOBER 31, NOVEMBER 1, OCTOBER 31, NOVEMBER 1,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales........................................ $ 331,320 $ 263,142 $ 903,044 $ 756,266
Cost of sales.................................... 170,946 136,111 469,790 403,857
----------- ----------- ----------- -----------
Gross profit..................................... 160,374 127,031 433,254 352,409
Other costs and expenses:
Operating and administrative................... 125,661 103,397 344,420 291,838
Store closing costs............................ 234 124 1,445 128
Transition and integration expenses............ 3,551 -- 4,170 3,075
Goodwill amortization.......................... 432 -- 719 --
Write-off of unamortized management fee........ -- -- -- 3,643
----------- ----------- ----------- -----------
Operating profit................................. 30,496 23,510 82,500 53,725
Interest expense, net............................ 11,524 6,924 27,016 23,532
----------- ----------- ----------- -----------
Income before income taxes, extraordinary loss
and cumulative effect of change in accounting
principle...................................... 18,972 16,586 55,484 30,193
Income tax expense............................... 7,304 6,059 21,261 11,076
----------- ----------- ----------- -----------
Income before extraordinary loss and cumulative
effect of change in accounting principle....... 11,668 10,527 34,223 19,117
Extraordinary loss, net of $4,236 of income
taxes.......................................... -- -- -- (6,767)
----------- ----------- ----------- -----------
Income before cumulative effect of change in
accounting principle........................... 11,668 10,527 34,223 12,350
Cumulative effect of change in accounting
principle, net of $468 of income taxes......... -- -- (741) --
----------- ----------- ----------- -----------
Net income....................................... $ 11,668 $ 10,527 $ 33,482 $ 12,350
=========== =========== =========== ===========
Basic earnings (loss) per share:
Income before extraordinary loss and cumulative
effect of change in accounting principle..... $ 0.42 $ 0.38 $ 1.23 $ 0.73
Extraordinary loss, net of income taxes........ -- -- -- (0.26)
----------- ----------- ----------- -----------
Income before cumulative effect of change in
accounting principle......................... 0.42 0.38 1.23 0.47
Cumulative effect of change in accounting
principle, net of income taxes............... -- -- (0.03) --
----------- ----------- ----------- -----------
Net income..................................... $ 0.42 $ 0.38 $ 1.20 $ 0.47
=========== =========== =========== ===========
Shares used in computing per share amounts..... 27,826,096 27,738,468 27,808,757 26,348,305
=========== =========== =========== ===========
Diluted earnings (loss) per share:
Income before extraordinary loss and cumulative
effect of change in accounting principle..... $ 0.41 $ 0.37 $ 1.19 $ 0.70
Extraordinary loss, net of income taxes........ -- -- -- (0.25)
----------- ----------- ----------- -----------
Income before cumulative effect of change in
accounting principle......................... 0.41 0.37 1.19 0.45
Cumulative effect of change in accounting
principle, net of income taxes............... -- -- (0.02) --
----------- ----------- ----------- -----------
Net income..................................... $ 0.41 $ 0.37 $ 1.17 $ 0.45
=========== =========== =========== ===========
Shares used in computing per share amounts..... 28,502,784 28,579,609 28,708,125 27,253,660
=========== =========== =========== ===========
</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
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------------- PAID-IN STOCKHOLDER DEFERRED ACCUMULATED TOTAL
SHARES AMOUNT CAPITAL RECEIVABLE COMPENSATION DEFICIT EQUITY
---------- ------ ---------- ----------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at January 31,
1999...................... 27,768,832 $278 $289,820 $(1,018) $(493) $(183,198) $105,389
Amortization of deferred
compensation (unaudited).... -- -- -- -- 126 -- 126
Recovery of stockholder
receivable (unaudited).... -- -- -- 403 -- -- 403
Exercise of options
(unaudited)............... 58,225 -- 700 -- -- -- 700
Tax benefit relating to
stock option exercises
(unaudited)............... -- -- 393 -- -- -- 393
Net income (unaudited)...... -- -- -- -- -- 33,482 33,482
---------- ---- -------- ------- ----- --------- --------
Balances at October 31, 1999
(unaudited)............... 27,827,057 $278 $290,913 $ (615) $(367) $(149,716) $140,493
========== ==== ======== ======= ===== ========= ========
</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>
THIRTY-NINE WEEKS ENDED
--------------------------
OCTOBER 31, NOVEMBER 1,
1999 1998
----------- -----------
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net income................................................ $ 33,482 $ 12,350
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization of property and
equipment............................................. 18,271 15,706
Amortization of goodwill............................... 719 --
Amortization of leasehold interests.................... 588 703
Amortization of other deferred charges................. 321 447
Amortization of deferred financing costs............... 892 778
Tax benefit relating to stock option exercises......... 393 --
Extraordinary loss on early retirement of debt, net of
income taxes.......................................... -- 6,767
Cumulative effect of change in accounting principle,
net of income taxes................................... 741 --
Write-off of unamortized management fee................ -- 3,643
Deferred income taxes.................................. 4,784 11,076
Change in operating assets and liabilities, net of
effects of acquisitions:
Receivables.......................................... (7,387) (11,767)
Inventories.......................................... (79,300) (33,445)
Prepaid expenses and other current assets............ 2,643 (6,361)
Accounts payable..................................... (3,514) 8,746
Accrued payroll, accrued expenses and other current
liabilities......................................... 17,353 3,938
Other operating activities............................. (4,429) (3,705)
--------- --------
Net cash provided by (used in) operating activities.... (14,443) 8,876
--------- --------
Cash flows provided by (used in) investing activities:
Business acquisitions, net of cash acquired............... (215,784) --
Capital expenditures...................................... (31,729) (29,884)
Expenditures for assets held for sale..................... (4,618) (14,446)
Proceeds from sale of property and equipment and assets
held for sale.......................................... 6,139 19,915
Due to affiliate.......................................... -- (1,000)
Other investing activities................................ (79) (358)
--------- --------
Net cash used in investing activities.................. (246,071) (25,773)
--------- --------
Cash flows provided by (used in) financing activities:
Borrowings under Senior Credit Facility................... 451,000 85,000
Payments under Senior Credit Facility..................... (172,420) (65,645)
Issuance of common stock in initial public offering....... -- 172,482
Underwriter's discount and other IPO costs................ -- (13,859)
Premiums paid upon early retirement of debt............... -- (4,875)
Retirement of 11% Senior Subordinated Notes............... -- (43,750)
Retirement of 12% Subordinated Notes...................... -- (50,000)
Payment of Senior Credit Facility with public offering
proceeds............................................... -- (53,825)
Payment of debt issuance costs............................ (4,533) --
Payments on capital lease obligations..................... (8,047) (6,636)
Recovery of stockholder receivable........................ 403 150
Exercise of options....................................... 700 --
Other financing activities................................ (503) (249)
--------- --------
Net cash provided by financing activities.............. 266,600 18,793
--------- --------
Net increase in cash and cash equivalents.............. 6,086 1,896
Cash and cash equivalents, beginning of period.............. 7,490 4,852
--------- --------
Cash and cash equivalents, end of period.................... $ 13,576 $ 6,748
========= ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 6
CSK AUTO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THIRTEEN AND THIRTY-NINE WEEKS ENDED OCTOBER 31, 1999
CSK Auto Corporation is a holding company. At October 31, 1999, 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 Auto and its subsidiaries are referred to herein as the
"Company."
Auto is a specialty retailer of automotive aftermarket parts and
accessories. At October 31, 1999, the Company operated 1,120 stores in 18
Western and Northern Plains states as a fully integrated company under six brand
names: Checker Auto Parts, founded in 1969 and operating in the Southwestern and
Rocky Mountain states; Schuck's Auto Supply, founded in 1917 and operating in
the Pacific Northwest; Kragen Auto Parts, founded in 1947 and operating
primarily in California; Big Wheel/Rossi, founded in 1944 and operating in the
Northern Plains; and Al's Auto Supply and Grand Auto Supply operating in
California and the Pacific Northwest.
NOTE 1 -- BASIS OF PRESENTATION
The unaudited consolidated financial statements included herein were
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission, 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 consolidated financial statements should be read in
conjunction with the consolidated financial statements and related notes thereto
for the fiscal year ended January 31, 1999, as included in the Company's Annual
Report on Form 10-K filed on April 28, 1999. Certain prior year financial
statement amounts have been reclassified to conform to the current year
presentation.
NOTE 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 $539.5 million and $356.7 million at October 31, 1999 and January
31, 1999, respectively.
NOTE 3 -- EARNINGS PER SHARE
Calculation of shares used in computing per share amounts is summarized as
follows (unaudited):
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
-------------------------- --------------------------
OCTOBER 31, NOVEMBER 1, OCTOBER 31, NOVEMBER 1,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Common stock outstanding:
Beginning of period............. 27,824,619 27,738,388 27,768,832 19,113,388
========== ========== ========== ==========
End of period................... 27,827,057 27,742,022 27,827,057 27,742,022
========== ========== ========== ==========
Issued during the period.......... 2,438 3,634 58,225 8,628,634
========== ========== ========== ==========
Weighted average number of shares
(Basic)......................... 27,826,096 27,738,468 27,808,757 26,348,305
Effects of dilutive securities.... 676,688 841,141 899,368 905,355
---------- ---------- ---------- ----------
Weighted average number of shares
(Dilutive)...................... 28,502,784 28,579,609 28,708,125 27,253,660
========== ========== ========== ==========
</TABLE>
5
<PAGE> 7
CSK AUTO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 4 -- RECENT ACCOUNTING PRONOUNCEMENTS AND CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE
In March 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position ("SOP")
98-1, "Accounting for the Cost of Computer Software Developed or Obtained for
Internal Use." The SOP defines the characteristics of internal-use computer
software, the criteria for capitalization and financial statement disclosure
requirements. The SOP is effective for fiscal years beginning after December 15,
1998, with earlier application encouraged. The Company adopted SOP 98-1 in the
first quarter of fiscal 1999 and such adoption did not have a material effect on
the Company's financial condition or results of operations.
In April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued SOP 98-5, "Reporting on the
Cost of Start-up Activities." The SOP broadly defines start-up activities as
those one-time activities related to opening a new facility, introducing a new
product or service, conducting business in a new territory, or commencing some
new operation. The SOP requires that the costs of start-up activities be
expensed as incurred and is effective for financial statements for fiscal years
beginning after December 15, 1998, with earlier application encouraged. The
Company's historical accounting policy with respect to the cost of start-up
activities (store preopening expenses) was to defer such costs for the
approximately three month period of time that it takes to develop a new store
facility and to expense such costs during the month that the new store opens.
The Company adopted SOP 98-5 in the first quarter of fiscal 1999, which required
the Company to change its accounting policy to expense start-up costs as
incurred. Upon adoption, the Company expensed approximately $741,000, net of an
income tax benefit of $468,000, of preopening expenses that had been deferred as
of January 31, 1999. Such expense is reflected in the accompanying consolidated
statement of operations as the cumulative effect of a change in accounting
principle.
NOTE 5 -- BUSINESS ACQUISITIONS
Big Wheel
On June 30, 1999, the Company acquired substantially all of the assets of
Apsco Products Company dba Big Wheel/Rossi ("Big Wheel"), the leading retailer
of auto parts in the Northern Plains states. Big Wheel operates 86 stores in
Minnesota, North Dakota and Wisconsin along with a distribution center in
Minnesota. The Company is in the process of converting these stores to the
Checker name and store format and integrating these stores into the Company's
operations.
The Company paid approximately $62.8 million in cash for substantially all
the assets and assumed certain current liabilities and indebtedness of Big
Wheel. The acquisition was funded with proceeds from the Senior Credit Facility.
In connection with the acquisition, the Company amended and restated the Senior
Credit Facility to provide an additional $125.0 million of senior term loan
borrowing ability. There are no contingent payments, options or commitments
associated with the acquisition.
In connection with the integration of the Big Wheel stores, the Company
will incur one-time transition and integration expenses estimated to be $7.0
million, consisting primarily of grand opening advertising, training and
re-merchandising costs. Approximately $3.1 million of such expenses were
incurred through the third quarter of fiscal 1999 with the balance expected to
be incurred during the fourth quarter of fiscal 1999 and the first quarter of
fiscal 2000. In addition, the Company will incur one-time capital expenditures
estimated to be $6.0 million, consisting primarily of expenditures related to
equipment, store fixtures, signage and the installation of the Company's
store-level information systems in the Big Wheel stores. Approximately $1.0
million of such capital expenditures were incurred through the third quarter of
fiscal 1999 with the balance expected to be incurred during the fourth quarter
of fiscal 1999 and the first quarter of fiscal 2000.
The Big Wheel acquisition was accounted for under the purchase method of
accounting. Accordingly, the results of operations of these stores are included
in the consolidated operating results of the Company from
6
<PAGE> 8
CSK AUTO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
July 1, 1999, the first day of operations subsequent to the acquisition. The
financial statements reflect the preliminary allocation of the purchase price,
based on estimated fair values at the date of acquisition, pending final
determination of certain acquired balances. Approximately $23.0 million was
allocated to inventory, leasehold improvements, fixed assets and favorable lease
rights. The excess of the purchase price over the estimated fair value of the
assets acquired resulted in goodwill of approximately $54.9 million and is being
amortized on a straight-line basis over 30 years.
Automotive Information Systems
On September 7, 1999, the Company acquired all of the common stock of
Automotive Information Systems, Inc. ("AIS"). AIS, based in St. Paul Minnesota,
is a leading provider of diagnostic vehicle repair information to automotive
technicians, automotive replacement parts manufacturers, automotive test
equipment manufacturers, and the Do-It-Yourself consumer. The Company paid
approximately $10.2 million in cash for AIS and funded the acquisition through
its Senior Credit Facility. There are no contingent payments, options or
commitments associated with the acquisition.
The AIS acquisition was accounted for under the purchase method of
accounting. Accordingly, the results of operations are included in the
consolidated operating results of the Company from September 7, 1999, the first
day of operations subsequent to the acquisition. The financial statements
reflect the preliminary allocation of the purchase price, based on estimated
fair values at the date of acquisition, pending final determination of certain
acquired balances. The excess of the purchase price over the estimated fair
value of the assets acquired resulted in goodwill of approximately $9.8 million
and is being amortized on a straight-line basis over 20 years.
Al's and Grand Auto Supply
On October 1, 1999, the Company acquired the common stock of Al's and Grand
Auto Supply, Inc. ("AGA"), formerly known as PACCAR Automotive, Inc., which
operates 194 stores under the trade names of Al's Auto Supply and Grand Auto
Supply (collectively, the "AGA stores") in Washington, California, Idaho,
Oregon, Nevada and Alaska. The Company is in the process of converting these
stores to the Checker, Schuck's and Kragen names and store formats and
integrating these stores into the Company's operations.
The Company paid approximately $145.1 million in cash for the stock of AGA
and associated transaction costs, which includes a $1.7 million payment relating
to a purchase price adjustment that occurred subsequent to October 31, 1999. The
acquisition was funded with proceeds from the Senior Credit Facility. In
connection with the acquisition, the Company amended and restated the Senior
Credit Facility to provide an additional $150.0 million of senior term loan
borrowing ability. There are no contingent payments, options or commitments
associated with the acquisition.
In connection with the integration of the AGA stores, the Company will
incur one-time transition and integration expenses estimated to be $21.8
million, consisting primarily of grand opening advertising, training and
re-merchandising costs. Approximately $1.1 million of such expenses were
incurred during the third quarter of fiscal 1999 with the balance expected to be
incurred during the fourth quarter of fiscal 1999 and first quarter of fiscal
2000. In addition, the Company will incur one-time capital expenditures of
approximately $13.2 million, consisting primarily of expenditures related to
equipment, store fixtures, signage and the installation of the Company's
store-level information systems in the AGA stores. Approximately $0.2 million of
such capital expenditures were incurred through the third quarter of fiscal 1999
with the balance expected to be incurred during the fourth quarter of fiscal
1999 and the first quarter of fiscal 2000.
As a result of the AGA acquisition, the Company is analyzing its store
locations in California and the Pacific Northwest. The Company anticipates
closing or relocating approximately 39 of the AGA stores based on several
factors including: (1) market saturation; (2) store profitability; and (3) store
size and format. Costs
7
<PAGE> 9
CSK AUTO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
associated with these closures consist of future rents to be paid over the
remaining terms of the master lease agreements for the stores (net of estimated
sublease recoveries). In addition, the Company is developing a store closure
plan for its preexisting stores that have market overlap with the acquired AGA
stores. It is likely that the Company will close some preexisting stores as a
result of the acquisition, but the specific locations have not yet been
finalized. Upon finalization of the store closure plan, which is anticipated in
the fourth quarter of fiscal 1999, the Company expects that it will incur a
pretax charge of approximately $2.0 million to $3.0 million. The charge will
consist of two components: (1) future rents to be paid over the remaining lease
terms of the master lease agreements for the stores (net of estimated sublease
rentals); and (2) a write-down in the carrying amounts of leasehold improvements
and other fixed assets associated with the affected stores.
The AGA acquisition was accounted for under the purchase method of
accounting. Accordingly, the results of operations of these stores are included
in the consolidated operating results of the Company from October 1, 1999, the
first day of operations subsequent to the acquisition. The financial statements
reflect the preliminary allocation of the purchase price, based on estimated
fair values at the date of acquisition, pending final determination of certain
acquired balances. Approximately $125.0 million was allocated to inventory,
leasehold improvements, fixed assets and favorable lease rights. The preliminary
allocation also includes an estimated liability for the cost of closing the 39
acquired stores described above (of which 22 have been closed to date). The
excess of the purchase price over the estimated fair value of the assets
acquired resulted in goodwill of approximately $60.4 million and is being
amortized on a straight-line basis over 30 years.
The following summarizes the preliminary purchase price allocations for the
acquisitions consummated during the thirty-nine weeks ended October 31, 1999 (in
thousands):
<TABLE>
<S> <C>
Fair value of:
Assets acquired........................................... $286,029
Liabilities acquired...................................... (69,648)
--------
Cash paid.............................................. 216,381
Cash acquired............................................. (597)
--------
Net cash paid for acquisition.......................... $215,784
========
</TABLE>
The following unaudited pro forma financial information presents the
combined historical results of the Company, Big Wheel, AIS and AGA as if the
acquisitions had occurred at the beginning of the periods presented, after
giving effect to certain adjustments. Pro forma adjustments include the
following: (1) amortization of goodwill; (2) depreciation expense based on the
allocation of purchase price to fixed assets; and (3) interest expense and
amortization of deferred financing costs associated with the additional
borrowings under the Senior Credit Facility. Although cost savings and other
future synergy benefits of the combined companies are expected, no such benefits
are reflected in this pro forma financial information.
8
<PAGE> 10
CSK AUTO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED
--------------------------
OCTOBER 31, NOVEMBER 1,
1999 1998
----------- -----------
(IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
Net sales........................................... $1,095,496 $972,252
Net income before extraordinary loss and cumulative
effect of change in accounting principle.......... 27,131 13,870
Net income.......................................... 26,390 7,103
Basic earnings per share:
Net income before extraordinary loss and
cumulative effect of change in accounting
principle...................................... 0.98 0.53
Net income........................................ 0.95 0.27
Diluted earnings per share:
Net income before extraordinary loss and
cumulative effect of change in accounting
principle...................................... 0.95 0.51
Net income........................................ 0.92 0.26
</TABLE>
The pro forma combined results are not necessarily indicative of the
results that would have occurred if the acquisitions and borrowings had been
completed as of the beginning of each of the periods presented, nor are they
necessarily indicative of future consolidated results. In addition, as described
above, the allocation of the purchase prices for the 1999 acquisitions are
preliminary and are based on estimates. The final allocation and the resulting
amount of goodwill could be different from the preliminary estimate.
NOTE 6 -- STORE CLOSING COSTS
The Company provides an allowance for estimated costs and losses to be
incurred in connection with store closures. Such costs are recognized when a
store is specifically identified, costs can be estimated and closure is planned
to be completed within the next twelve months. Activity in the provision for
store closings and the related store closing costs for the thirty-nine weeks
ended October 31, 1999, is as follows (in thousands):
<TABLE>
<S> <C>
Balance at January 31, 1999................................. $ 5,324
Store closings costs:
Store closings costs, gross............................... 2,039
Adjustments to prior year plans........................... (324)(1)
Revisions in estimates.................................... (270)(2)
-------
Store closings costs, net.............................. 1,445
Purchase accounting adjustments:
Big Wheel................................................. 985(3)
Al's and Grand Auto Supply................................ 4,025(3)
-------
Total purchase accounting adjustments.................. 5,010
Payments.................................................... (4,442)
Asset write-downs........................................... (2,032)(4)
-------
Balance at October 31, 1999................................. $ 5,305
=======
</TABLE>
- ---------------
(1) Reduction in the reserve for planned store relocations that were accrued in
prior periods but were withdrawn from consideration during the current
period due to subsequent improvements in the
9
<PAGE> 11
CSK AUTO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
underlying economics of the store's performance or because the Company was
unable to secure a more favorable site upon acceptable terms.
(2) Revisions in estimates of future net rent costs, due largely to early
terminations of lease agreements.
(3) As a result of the Big Wheel and AGA acquisitions (see Note 5), the Company
anticipates closing or relocating certain former Big Wheel and AGA stores
based on several factors including: (i) market saturation; (ii) store
profitability; and (iii) store size and format. These costs have been
considered in our preliminary purchase price allocation.
(4) Amounts were reclassified to fixed assets to reflect the write-down of
leasehold improvements and other fixed assets associated with closed stores.
Such reclassification had no impact on previously reported financial
position, results of operations or cash flows.
Store closing costs of $5,305 at October 31, 1999 consist primarily of
future rents to be paid over the remaining terms of the master lease agreements
for the stores (net of estimated sublease recoveries). Future rents will be
incurred through the expiration of the non-cancelable leases, which run through
November 2009.
At October 31, 1999, the closed store reserve includes the estimated
closing costs for 28 sites to be closed within the next twelve months. A
rollforward of store closure plans by fiscal year follows:
<TABLE>
<CAPTION>
PLAN
FISCAL YEAR STORES ADDED STORES CLOSED AMENDMENTS REMAINING
- ----------- ------------ ------------- ---------- ---------
<S> <C> <C> <C> <C>
1996............................... 91 (73) (17) 1
1997............................... 36 (20) (12) 4
1998............................... 24 (18) (5) 1
1999............................... 54 (31) (1) 22
</TABLE>
NOTE 7 -- LEGAL MATTERS
The Company was served with a lawsuit that was filed in the Superior Court
in San Diego, California on May 4, 1998. The case is brought by two former store
managers and a former senior assistant manager. It purports to be a class action
for all present and former California store managers and senior assistant
managers and seeks overtime pay for a period beginning in May 1995 as well as
injunctive relief requiring overtime pay in the future. The Company was also
served with two other lawsuits purporting to be class actions filed in
California state courts in Orange and Fresno Counties by thirteen other former
and current employees. These lawsuits include similar claims to the San Diego
lawsuit, except that they also include claims for unfair business practices
which seek overtime from October 1994. The Orange County lawsuit initially
included claims for punitive damages and unlawful conversion, but the Court
subsequently dismissed both of these claims. The three cases have been
"coordinated" before one judge in San Diego County. Discovery has been conducted
by the parties. Although the Company cannot estimate the potential loss or range
of loss at this time, if these cases were permitted by the courts to proceed as
a class action and were decided against the Company, the Company believes that
the aggregate potential exposure could be material to results of operations or
cash flows for the year in which the cases are ultimately decided. However, the
Company does not believe that such an adverse outcome, if it were to happen,
would materially affect the Company's financial position, operations or cash
flows in subsequent periods. Although at this stage in the litigation it is
difficult to predict its outcome with any certainty, the Company believes that
there are meritorious defenses to all of these cases and intends to defend them
vigorously.
The Company currently and from time to time is involved in other litigation
incidental to the conduct of its business. The damages claimed in some of this
litigation are substantial. Although the amount of liability that may result
from these matters cannot be ascertained, the Company does not currently believe
that, in the aggregate, they will result in liabilities material to its
consolidated financial condition, results of operations or cash flows.
10
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Our business is somewhat seasonal in nature, with the highest sales
occurring in the summer months of June through August (overlapping our second
and third fiscal quarters). Our business is, in addition, affected by weather
conditions. While unusually severe or inclement weather tends to reduce sales as
our customers tend to defer elective maintenance during such periods, extremely
hot and cold temperatures tend to enhance sales by causing auto parts to fail
and sales of seasonal products to increase.
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 THIRTY-NINE WEEKS ENDED
-------------------------- --------------------------
OCTOBER 31, NOVEMBER 1, OCTOBER 31, NOVEMBER 1,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales............................ 100.0% 100.0% 100.0% 100.0%
Cost of sales........................ 51.6 51.7 52.0 53.4
----- ----- ----- -----
Gross profit......................... 48.4 48.3 48.0 46.6
Operating and administrative......... 37.9 39.3 38.1 38.6
Store closing costs.................. 0.1 0.1 0.2 --
Transition and integration
expenses........................... 1.1 -- 0.5 0.4
Goodwill amortization................ 0.1 -- 0.1 --
Write-off of unamortized management
fee................................ -- -- -- 0.5
----- ----- ----- -----
Operating profit..................... 9.2 8.9 9.1 7.1
Interest expense, net................ 3.5 2.6 3.0 3.1
----- ----- ----- -----
Income before income taxes,
extraordinary loss and cumulative
effect of change in accounting
principle.......................... 5.7 6.3 6.1 4.0
Income tax expense................... 2.2 2.3 2.3 1.5
----- ----- ----- -----
Income before extraordinary loss and
cumulative effect of change in
accounting principle............... 3.5 4.0 3.8 2.5
Extraordinary loss, net of income
taxes.............................. -- -- -- (0.9)
----- ----- ----- -----
Income before cumulative effect of
change in accounting principle..... 3.5 4.0 3.8 1.6
Cumulative effect of change in
accounting principle, net of income
taxes.............................. -- -- (0.1) --
----- ----- ----- -----
Net income........................... 3.5% 4.0% 3.7% 1.6%
===== ===== ===== =====
</TABLE>
Thirteen Weeks Ended October 31, 1999 Compared to Thirteen Weeks Ended
November 1, 1998
Net sales for the thirteen weeks ended October 31, 1999 (the "third quarter
of fiscal 1999") increased $68.2 million, or 25.9%, over net sales for the
thirteen week period ended November 1, 1998 (the "third quarter of fiscal
1998"). This increase reflects both a comparable store sales increase of 2% and
an increase in the number of stores operated. During the third quarter of fiscal
1999, we acquired 194 Al's Auto Supply and Grand Auto Supply stores (the "AGA
stores") from Al's and Grand Auto Supply, Inc. ("AGA") formerly known as PACCAR
Automotive, Inc. During the second quarter of fiscal 1999, we acquired 86 former
Big Wheel/Rossi stores ("Big Wheel") from Apsco Products Company. The acquired
stores contributed $38.0 million of net sales during the portions of the quarter
that we owned them. In addition to the 194 acquired AGA stores, of which 22
stores were subsequently closed, we opened 22 new stores, relocated 8 stores and
11
<PAGE> 13
expanded 1 store during the third quarter of fiscal 1999. At October 31, 1999,
we had 1,120 stores in operation compared to 773 stores at the end of the third
quarter of fiscal 1998.
Gross profit for the third quarter of fiscal 1999 was $160.4 million, or
48.4% of net sales, compared to $127.0 million, or 48.3% of net sales, for the
comparable period of fiscal 1998.
Operating and administrative expenses increased by $22.3 million to $125.7
million, or 37.9% of net sales, for the third quarter of fiscal 1999 from $103.4
million, or 39.3% of net sales, for the comparable period of fiscal 1998. The
dollar increase is primarily the result of the operating costs of new stores.
The decrease as a percent of sales resulted from a leveraging of fixed costs
over an expanded sales base.
Operating profit increased to $30.5 million, or 9.2% of net sales, for the
third quarter of fiscal 1999 compared to $23.5 million, or 8.9% of net sales,
for the comparable period of fiscal 1998, due to the factors cited above. In
addition, we incurred $3.6 million of transition and integration costs during
the third quarter of fiscal 1999. The costs were incurred to integrate the
acquired Big Wheel and AGA stores into our operations and consisted primarily of
payments to contractors that are assisting us in re-merchandising the acquired
stores and of training costs for the newly acquired employees. We also incurred
goodwill amortization charges totaling $0.4 million and store closing costs of
$0.2 million during the third quarter of 1999.
Interest expense for the third quarter of fiscal 1999 totaled $11.5 million
compared to $6.9 million for the third quarter of fiscal 1998. The expense
increased primarily as a result of the additional indebtedness incurred to fund
the Big Wheel and AGA acquisitions.
Income tax expense for the third quarter of fiscal 1999 was $7.3 million
compared to income tax expense of $6.1 million for the comparable period of
fiscal 1998. Our effective tax rate increased during the 1999 period to
approximately 38.5% of pre-tax income from approximately 36.5% in the comparable
1998 period as a result of certain tax credits that were realized in the prior
year which were not available in the current year.
As a result of the above factors, net income increased to $11.7 million, or
$0.41 per diluted common share, for the third quarter of fiscal 1999, compared
to a net income of $10.5 million, or $0.37 per diluted common share, for the
third quarter of fiscal 1998.
Thirty-nine Weeks Ended October 31, 1999 Compared to Thirty-nine Weeks Ended
November 1, 1998
Net sales for the thirty-nine weeks ended October 31, 1999 increased $146.8
million, or 19.4%, over net sales for the thirty-nine week period ended November
1, 1998. This increase reflects both a comparable store sales increase of 4% and
an increase in the number of stores operated. During the third quarter of fiscal
1999, we acquired the AGA stores. During the second quarter of fiscal 1999, we
acquired the Big Wheel stores. The acquired stores contributed $45.3 million of
net sales during the portions of the fiscal year that we owned them. In addition
to the AGA and Big Wheel stores, during the thirty-nine week period we opened 57
new stores, relocated 19 stores, expanded 8 stores and acquired 2 stores. We
closed 26 stores in addition to those closed due to relocation, of which 22 were
acquired in the AGA transaction. At October 31, 1999, we had 1,120 stores in
operation compared to 773 stores at the end of the third quarter of fiscal 1998.
Gross profit for the thirty-nine weeks ended October 31, 1999 was $433.3
million, or 48.0% of net sales, compared to $352.4 million, or 46.6% of net
sales, for the comparable period of fiscal 1998. The increase in gross profit
percentage primarily resulted from our ability to obtain generally better
pricing and more favorable terms and support from our vendors due to increased
purchase volume, improved financial performance and stronger capitalization.
Operating and administrative expenses increased by $52.6 million to $344.4
million, or 38.1% of net sales, for the thirty-nine week period of fiscal 1999
from $291.8 million, or 38.6% of net sales, for the comparable period of fiscal
1998. The increase is primarily the result of the operating costs of new stores.
The decrease as a percent of sales resulted from a leveraging of fixed costs
over an expanded sales base.
Operating profit increased to $82.5 million, or 9.1% of net sales, for the
thirty-nine week period of fiscal 1999 from $53.7 million, or 7.1% of net sales,
for the comparable period of fiscal 1998, due to the factors cited above. The
thirty-nine week period of fiscal 1999 operating profit includes $4.2 million of
expense associated with the integration of the Big Wheel and AGA stores into our
operations, as well as $0.7 million of goodwill amortization relating to our
recent acquisitions and store closing costs of $1.4 million. During the first
quarter
12
<PAGE> 14
of fiscal 1998, we incurred $3.1 million of expenses associated with the
integration of the stores acquired in December 1997 from Trak Auto Corporation
and a $3.6 million non-recurring charge associated with the termination of a
management agreement as a result of our initial public offering ("IPO").
Interest expense for the thirty-nine week period of fiscal 1999 totaled
$27.0 million compared to $23.5 million for the comparable period of fiscal
1998. The expense increased primarily as a result of the additional indebtedness
incurred to fund the Big Wheel and AGA acquisitions.
Income tax expense for the thirty-nine week period of fiscal 1999 was $21.3
million compared to income tax expense of $11.1 million for the comparable 1998
period. Our effective tax rate increased during the 1999 period to approximately
38.3% of pre-tax income from approximately 36.7% in the comparable 1998 period
as a result of certain tax credits that were realized in the prior year which
were not available in the current year.
The thirty-nine week period of fiscal 1999 was affected by a charge of $0.7
million, net of income tax, relating to the cumulative effect of a change in
accounting principle associated with the adoption of SOP 98-5. See Note 4 to the
Consolidated Financial Statements.
As a result of the above factors, net income increased to $33.5 million, or
$1.17 per diluted common share, for the thirty-nine week period of fiscal 1999,
compared to net income of $12.4 million, or $0.45 per diluted common share, for
the comparable period of fiscal 1998.
LIQUIDITY AND CAPITAL RESOURCES
Our primary cash requirements include working capital (primarily
inventory), debt service obligations and capital expenditures. We finance our
cash requirements with cash flow from operations, funds from our leasing
facility and borrowings under our revolving credit facility. At October 31,
1999, we had net working capital of approximately $448.2 million and total
liquidity (cash plus availability under our revolving credit facility) of
approximately $52.5 million. We also have access to an off-balance sheet
operating lease facility that is used to finance new store construction. The
facility provides up to $112.2 million of funding for the acquisition and
development of up to 94 new stores through December 31, 2000. As of October 31,
1999, $0.7 million of this $112.2 million leasing facility had been utilized.
Under a similar agreement that expired on May 31, 1999 with respect to the
addition of new stores, we had approximately $94.6 million committed, with $23.8
million remaining to be funded for stores that were previously identified for
development but not completed by May 31, 1999. We believe that cash flow from
operations combined with the availability of funds under the leasing facility
and the revolving credit facility will be sufficient to support our operations
and liquidity requirements for the foreseeable future.
We paid approximately $62.8 million in cash for substantially all the
assets and assumed certain current liabilities and indebtedness of Big Wheel.
The acquisition was funded with proceeds from the Senior Credit Facility. In
connection with the acquisition, we amended and restated the Senior Credit
Facility to provide an additional $125.0 million of senior term loan borrowing
ability. We used $64.5 million, which included $1.7 million in debt issuance
costs, of this facility in conjunction with the Big Wheel acquisition and the
remaining $60.5 million was used to fund transition costs and to reduce the
balance of the revolving credit portion of the Senior Credit Facility.
We are in the process of converting the Big Wheel stores to the Checker
name and store format and integrating these stores into our operations. In
connection with the integration of the Big Wheel stores, we will incur one-time
transition and integration expenses estimated to be $7.0 million, consisting
primarily of grand opening advertising, training and re-merchandising costs.
Approximately $3.1 million of such expenses were incurred through the third
quarter of fiscal 1999 with the balance expected to be incurred during the
fourth quarter of fiscal 1999 and first quarter of fiscal 2000. In addition, we
will incur one-time capital expenditures estimated to be $6.0 million,
consisting primarily of expenditures related to equipment, store fixtures,
signage and the installation of our store-level information systems in the Big
Wheel stores. Approximately $1.0 million of such capital expenditures were
incurred during the third quarter of fiscal 1999 with the balance expected to be
incurred during the fourth quarter of fiscal 1999 and first quarter of fiscal
2000.
We paid approximately $145.1 million in cash for the common stock of AGA
and associated transaction costs, which includes a $1.7 million payment relating
to a purchase price adjustment that occurred subsequent
13
<PAGE> 15
to October 31, 1999. The acquisition was funded with proceeds from the Senior
Credit Facility. In connection with the acquisition, we amended and restated the
Senior Credit Facility to provide an additional $150.0 million of senior term
loan borrowing ability. We used $148.0 million, which included $2.9 million in
debt issuance costs, of this facility in conjunction with the AGA acquisition
and the remaining $2.0 million will be used to fund transition costs and working
capital needs.
We are in the process of converting the AGA stores that we acquired to the
Checker, Schuck's and Kragen names and store formats and integrating these
stores into our operations. In connection with the integration of the AGA
stores, we will incur one-time transition and integration expenses estimated to
be $21.8 million, consisting primarily of grand opening advertising, training
and re-merchandising costs. Approximately $1.1 million of such expenses were
incurred during the third quarter of fiscal 1999 with the balance expected to be
incurred during the fourth quarter of fiscal 1999 and first quarter of fiscal
2000. In addition, we will incur one-time capital expenditures estimated to be
$13.2 million, consisting primarily of expenditures related to equipment, store
fixtures, signage and the installation of our store-level information systems in
the AGA stores. Approximately $0.2 million of such capital expenditures were
incurred through the third quarter of fiscal 1999 with the balance expected to
be incurred during the fourth quarter of fiscal 1999 and the first quarter of
fiscal 2000.
As a result of the AGA acquisition, we are analyzing store locations in
California and the Pacific Northwest. We anticipate closing or relocating
approximately 39 of the former AGA stores based on several factors including:
(i) market saturation; (ii) store profitability; and (iii) store size and
format. Costs associated with these closures have been considered in our
preliminary purchase price allocation. In addition, we are developing a store
closure plan for our own stores that overlap with the AGA stores. Upon
finalization of the plan, we expect to incur a pretax charge of approximately $2
million to $3 million during the fourth quarter of fiscal 1999. The charge will
consist of two components: (1) future rents to be paid over the remaining terms
of the master lease agreements for the stores (net of estimated sub-lease
recoveries); and (2) a provision for the write-off of leasehold improvements and
other fixed assets associated with the stores.
The accompanying financial statements reflect the preliminary allocation of
the purchase prices for the above-described acquisitions (the "1999
acquisitions"), based on estimated fair values at the various dates of
acquisition. The excess of the purchase price over the estimated fair value of
the assets acquired in the 1999 acquisitions resulted in total goodwill of
approximately $125.1 million. The goodwill is being amortized on a straight-line
basis over periods ranging from 20 to 30 years, depending on the business
acquired.
There are no contingent payments, options or commitments associated with
the acquisitions completed in 1999. However, the allocation of the purchase
prices for the 1999 acquisitions is preliminary and is based on estimates. The
final allocation is pending on the ultimate determination of certain acquired
balances and the estimated costs to close certain stores acquired in the AGA
acquisition. The final allocation and the resulting amount of goodwill could be
different from the preliminary estimate.
We have acquired 282 stores and have opened 84 new, relocated or expanded
stores during the first thirty-nine weeks of fiscal 1999. In light of the
recently completed acquisitions of both the Big Wheel stores and the AGA stores,
we have revised our new store development plan for the remainder of fiscal 1999.
During the fourth quarter of fiscal 1999, we now expect to open, relocate or
expand an additional 30 to 35 stores. We anticipate that the majority of new,
relocated or expanded stores will be financed by our lease facility under
arrangements structured as operating leases that require no net capital
expenditures by us except for fixtures and store equipment.
The Company provides an allowance for estimated costs and losses to be
incurred in connection with store closures. Such costs are recognized when a
store is specifically identified, costs can be estimated and closure is planned
to be completed within the next twelve months. Activity in the provision for
store closings
14
<PAGE> 16
and the related store closing costs for the thirty-nine weeks ended October 31,
1999, is as follows (in thousands):
<TABLE>
<S> <C>
Balance at January 31, 1999................................. $ 5,324
Store closings costs:
Store closings costs, gross............................... 2,039
Adjustments to prior year plans........................... (324)(1)
Revisions in estimates.................................... (270)(2)
-------
Store closings costs, net.............................. 1,445
Purchase accounting adjustments:
Big Wheel................................................. 985(3)
Al's and Grand Auto Supply................................ 4,025(3)
-------
Total purchase accounting adjustments.................. 5,010
Payments.................................................... (4,442)
Asset write-downs........................................... (2,032)(4)
-------
Balance at October 31, 1999................................. $ 5,305
=======
</TABLE>
- ---------------
(1) Reduction in the reserve for planned store relocations that were accrued in
prior periods but were withdrawn from consideration during the current
period due to subsequent improvements in the underlying economics of the
store's performance or because the Company was unable to secure a more
favorable site upon acceptable terms.
(2) Revisions in estimates of future net rent costs, due largely to early
terminations of lease agreements.
(3) As a result of the Big Wheel and AGA acquisitions (see Note 5), the Company
anticipates closing or relocating certain former Big Wheel and AGA stores
based on several factors including: (i) market saturation; (ii) store
profitability; and (iii) store size and format. These costs have been
considered in our preliminary purchase price allocation.
(4) Amounts were reclassified to fixed assets to reflect the write-down of
leasehold improvements and other fixed assets associated with closed stores.
Such reclassification had no impact on previously reported financial
position, results of operations or cash flows.
Store closing costs of $5,305 at October 31, 1999 consist primarily of
future rents to be paid over the remaining terms of the master lease agreements
for the stores (net of estimated sublease recoveries). Future rents will be
incurred through the expiration of the non-cancelable leases, which run through
November 2009.
At October 31, 1999, the closed store reserve includes the estimated
closing costs for 28 sites to be closed within the next twelve months. A
rollforward of store closure plans by fiscal year follows:
<TABLE>
<CAPTION>
PLAN
FISCAL YEAR STORES ADDED STORES CLOSED AMENDMENTS REMAINING
- ----------- ------------ ------------- ---------- ---------
<S> <C> <C> <C> <C>
1996............................... 91 (73) (17) 1
1997............................... 36 (20) (12) 4
1998............................... 24 (18) (5) 1
1999............................... 54 (31) (1) 22
</TABLE>
For the thirty-nine week period ended October 31, 1999, net cash used in
operating activities was $14.4 million compared to $8.9 million of cash provided
by operating activities during the comparable period of fiscal 1998, which
reflects an improvement of $1.1 million from the $15.5 million of net cash used
in operating activities as of August 1, 1999. The significant components of the
change are a $21.1 million increase in net income and a $45.9 million increase
in cash used to acquire inventories. The increase in inventories reflects the
increase in number of stores operated, an expanded product selection in support
of our commercial sales program and the acquisition of the Big Wheel and AGA
businesses.
15
<PAGE> 17
Net cash used in investing activities totaled $246.1 million for the
thirty-nine weeks ended October 31, 1999, compared to $25.8 million in the
comparable period of fiscal 1998. The increase in cash used in investing
activities was primarily the result of $215.8 million used in the Big Wheel, AGA
and AIS acquisitions.
Net cash provided by financing activities totaled $266.6 million in the
thirty-nine week period in fiscal 1999 compared to $18.8 million in the
comparable period of fiscal 1998. In the 1999 period, we used $278.6 million of
net borrowings under the Senior Credit Facility primarily relating to the Big
Wheel, AGA and AIS acquisitions, incurred $4.5 million of debt issuance costs,
made payments of $8.0 million on capital lease obligations, received $0.4
million of stockholder receivables, received $0.7 million in proceeds from stock
option exercises and paid $0.5 in connection with other financing activities. In
the 1998 period, we borrowed $85.0 million under the Senior Credit Facility,
made payments of debt of $65.6 million, made payments of capital lease
obligations of $6.6 million, received $0.2 million of stockholder receivables
and paid $0.2 million in connection with other financing activities. In
addition, during the 1998 period we received gross proceeds of $172.5 million in
connection with our IPO, which were applied as follows: (1) $13.8 million to pay
underwriters' discounts and other transaction costs; (2) $50.0 million to retire
all of our outstanding 12% Subordinated Notes; (3) $43.8 million to retire
certain of the 11% Senior Subordinated Notes; (4) $53.8 million to pay certain
outstanding balances under the Senior Credit Facility; and (5) $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.
YEAR 2000 CONVERSION
Historically, certain computerized systems have used two digits rather than
four to define the applicable year. Computer equipment and software and devices
with embedded technology that are time-sensitive may recognize a date using "00"
as the year 1900 rather than the year 2000, resulting in system failures or
miscalculations. This problem is generally referred to as "the Year 2000 issue."
During fiscal 1997, we began a comprehensive review of our systems and
applications for Year 2000 compliance. We also engaged an independent advisor to
evaluate and assist us with our Year 2000 program. Our efforts to date have
included both information technology, such as purchased software and
point-of-sale computer systems, and non-information technology equipment, such
as warehouse conveyor systems, in our evaluations. In addition, we have
identified our key third-party business partners and have coordinated with them
to address potential Year 2000 issues. These issues include data exchange with
us as well as their shipping and warehousing processes.
Although we anticipate minimal business disruption will occur in our
systems as a result of the Year 2000 issue, possible consequences include a loss
of communications links with certain store locations, and the inability to
process transactions, send purchase orders, or engage in similar normal business
activities. We presently believe that with modifications to existing software
and conversions to new software, the risk of our Year 2000 conversion can be
mitigated. However, if we do not make the necessary modifications and
conversions, or do not complete them in a timely manner, it could have a
material adverse effect on our operations.
As of December 1, 1999, our Year 2000 identification, assessment,
remediation, and testing efforts are substantially complete, although we will
continue to monitor systems through the remainder of the year. We have completed
99% of our Year 2000 initiatives. As of October 31, 1999, we have incurred and
expensed approximately $0.9 million related to the assessment of and preliminary
efforts in connection with our Year 2000 conversion project. We have also
capitalized approximately $6.1 million in connection with the replacement of
certain hardware and software applications.
As of October 31, 1999, we estimate the total remaining cost of our Year
2000 conversion to be $0.2 million, which is being funded with lease financing
and operating cash flows. Of the total remaining project cost, we attribute
approximately $0.1 million to the purchase of new hardware and software which
will be capitalized. We will expense the remaining $0.1 million as incurred
during fiscal 1999.
16
<PAGE> 18
We are finalizing a comprehensive analysis of the operational problems and
costs (including loss of revenues) that would be reasonably likely to result
from our failure and the failure of certain third parties to complete efforts
necessary to achieve Year 2000 compliance on a timely basis. We are also
finalizing contingency plans. Elements of our contingency plans include:
switching vendors, back-up systems or manual processes, and the potential
stockpiling of certain products prior to the Year 2000.
The costs of our Year 2000 conversion are based upon our management's best
estimates, which were derived utilizing numerous assumptions of future events.
We cannot guarantee that we will achieve these estimates. Specific factors that
could cause material differences between our actual results and our estimates
include: (1) the availability and cost of personnel trained in this area; (2)
the success of third parties in their Year 2000 conversion plans; (3) the cost
of implementing contingency plans; and (4) the ability to locate and correct all
relevant computer codes and similar uncertainties.
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 our Annual Report on Form 10-K, and are incorporated herein by
reference.
17
<PAGE> 19
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We were served with a lawsuit that was filed in the Superior Court in San
Diego, California on May 4, 1998. The case is brought by two former store
managers and a former senior assistant manager. It purports to be a class action
for all present and former California store managers and senior assistant
managers and seeks overtime pay for a period beginning in May 1995 as well as
injunctive relief requiring overtime pay in the future. We were also served with
two other lawsuits purporting to be class actions filed in California state
courts in Orange and Fresno Counties by thirteen other former and current
employees. These lawsuits include similar claims to the San Diego lawsuit,
except that they also include claims for unfair business practices which seek
overtime from October 1994. The Orange County lawsuit initially included claims
for punitive damages and unlawful conversion, but the Court subsequently
dismissed both of these claims. The three cases have been "coordinated" before
one judge in San Diego County. Discovery has been conducted by the parties.
Although we cannot estimate the potential loss or range of loss at this time, if
these cases were permitted by the courts to proceed as a class action and were
decided against us, we believe that the aggregate potential exposure could be
material to results of operations or cash flows for the year in which the cases
are ultimately decided. However, we do not believe that such an adverse outcome,
if it were to happen, would materially affect our financial position, operations
or cash flows in subsequent periods. Although at this stage in the litigation it
is difficult to predict its outcome with any certainty, we believe that there
are meritorious defenses to all of these cases and intend to defend them
vigorously.
We currently and from time to time are involved in other litigation
incidental to the conduct of business. The damages claimed in some of this
litigation are substantial. Although the amount of liability that may result
from these matters cannot be ascertained, the we do not currently believe that,
in the aggregate, they will result in liabilities material to its consolidated
financial condition, results of operations or cash flows.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
<TABLE>
<C> <S>
3.01 Restated Certificate of Incorporation of the Company,
incorporated herein by reference to Exhibit 3.01 of the
Company's annual report on Form 10-K, filed on May 4, 1998
(File No. 001-13927).
3.02 Certificate of Correction of the Company, incorporated
herein by reference to Exhibit 3.02 of the Company's annual
report on Form 10-K, filed on May 4, 1998 (File No.
001-13927).
3.03 Amended and Restated By-Laws of the Company, incorporated
herein by reference to Exhibit 3.03 of the Company's annual
report on Form 10-K, filed on April 28, 1999 (File No.
001-13927).
</TABLE>
18
<PAGE> 20
<TABLE>
<C> <S>
4.01 Third Amended and Restated Credit Agreement, dated as of
September 30, 1999, among CSK Auto, Inc., The Chase
Manhattan Bank, DLJ Capital Funding, Inc., Lehman Commercial
Paper Inc. and the lenders from time to time parties
thereto, incorporated herein by reference to Exhibit 4.01 of
the Company's current report on Form 8-K, filed on October
15, 1999 (File No. 001-13927).
27.01 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K:
On October 15, 1999, the Company filed a current report on Form 8-K to
report, under Item 2 thereof, the acquisition of all the issued and outstanding
stock of Al's and Grand Auto Supply, Inc. (f/k/a PACCAR Automotive, Inc.) from
PACCAR, Inc. The Company did not include any financial statements in this
current report.
On the date hereof, the Company is filing an amended current report on Form
8-K/A which includes, in Item 7 thereof, the following financial statements:
AUDITED FINANCIAL STATEMENTS OF PACCAR AUTOMOTIVE, INC.
Report on Independent Auditors
Consolidated Balance Sheet as of December 25, 1998
Consolidated Statement of Income for the year ended December 25, 1998
Consolidated Statement of Stockholder's Equity for the year ended December 25,
1998
Consolidated Statement of Cash Flows for the year ended December 25, 1998
Notes to Consolidated Financial Statements
UNAUDITED INTERIM FINANCIAL STATEMENTS OF PACCAR AUTOMOTIVE, INC.
Condensed Consolidated Balance Sheet as of September 25, 1999 (unaudited)
Condensed Consolidated Statement of Income (Loss) for the nine months ended
September 25, 1999
and September 25, 1998 (unaudited)
Condensed Consolidated Statement of Cash Flows for the nine months ended
September 25, 1999 and
September 25, 1998 (unaudited)
Notes to Condensed Consolidated Financial Statements (unaudited)
PRO FORMA FINANCIAL STATEMENTS OF CSK AUTO CORPORATION AND SUBSIDIARY
Pro Forma Condensed Consolidated Income Statement for the year ended January 31,
1999 (fiscal 1998)
(unaudited)
Pro Forma Condensed Consolidated Income Statement for the nine months ended
October 31, 1999
(unaudited)
Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)
19
<PAGE> 21
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: December 15, 1999
20
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
27.01 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-30-2000
<PERIOD-START> FEB-01-1999
<PERIOD-END> OCT-31-1999
<EXCHANGE-RATE> 1
<CASH> 13,576
<SECURITIES> 0
<RECEIVABLES> 74,498
<ALLOWANCES> (2,617)
<INVENTORY> 611,212
<CURRENT-ASSETS> 723,087
<PP&E> 298,101
<DEPRECIATION> (144,294)
<TOTAL-ASSETS> 1,029,913
<CURRENT-LIABILITIES> 274,841
<BONDS> 81,250
0
0
<COMMON> 278
<OTHER-SE> 140,215
<TOTAL-LIABILITY-AND-EQUITY> 1,029,913
<SALES> 903,044
<TOTAL-REVENUES> 903,044
<CGS> 469,790
<TOTAL-COSTS> 820,544
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 27,016
<INCOME-PRETAX> 55,484
<INCOME-TAX> 21,261
<INCOME-CONTINUING> 34,223
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (741)
<NET-INCOME> 33,482
<EPS-BASIC> 1.20
<EPS-DILUTED> 1.17
</TABLE>
