<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 JULY 30, 2000
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, 85012
ARIZONA
(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 September 11, 2000, CSK Auto Corporation had 27,839,484 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>
JULY 30, JANUARY 30,
2000 2000
----------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 13,017 $ 11,762
Receivables, net of allowances of $4,894 and $3,294,
respectively.............................................. 78,923 69,129
Inventories................................................. 613,270 625,480
Assets held for sale........................................ 3,154 4,745
Prepaid expenses and other current assets................... 18,397 18,471
---------- ----------
Total current assets.............................. 726,761 729,587
---------- ----------
Property and equipment, net................................. 172,181 160,561
Leasehold interests, net.................................... 21,396 8,341
Investment in and advances to joint venture................. 2,653 --
Goodwill, net............................................... 131,075 124,750
Other assets, net........................................... 11,696 12,413
---------- ----------
Total assets...................................... $1,065,762 $1,035,652
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable............................................ $ 184,190 $ 168,770
Accrued payroll and related expenses........................ 28,499 38,910
Accrued expenses and other current liabilities.............. 52,794 50,663
Current maturities of amounts due under Senior Credit
Facility.................................................. 28,990 3,340
Current maturities of capital lease obligations............. 11,727 9,893
Deferred income taxes....................................... 1,700 1,417
---------- ----------
Total current liabilities......................... 307,900 272,993
---------- ----------
Amounts due under Senior Credit Facility.................... 489,160 505,480
Obligations under 11% Senior Subordinated Notes............. 81,250 81,250
Obligations under capital leases............................ 29,118 27,170
Deferred income taxes....................................... 9,172 5,801
Other....................................................... 10,392 8,411
---------- ----------
Total non-current liabilities..................... 619,092 628,112
---------- ----------
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, 50,000,000 shares
authorized; 27,839,484 and 27,834,574 shares issued and
outstanding at July 30, 2000 and January 30, 2000,
respectively........................................... 278 278
Additional paid-in capital................................ 291,063 291,004
Stockholder receivable.................................... (684) (584)
Deferred compensation..................................... (240) (324)
Accumulated deficit....................................... (151,647) (155,827)
---------- ----------
Total stockholders' equity........................ 138,770 134,547
---------- ----------
Total liabilities and stockholders' equity........ $1,065,762 $1,035,652
========== ==========
</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 TWENTY-SIX WEEKS ENDED
-------------------------- --------------------------
JULY 30, AUGUST 1, JULY 30, AUGUST 1,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales............................. $ 374,802 $ 302,322 $ 731,156 $ 571,724
Cost of sales......................... 201,348 159,593 384,159 298,844
----------- ----------- ----------- -----------
Gross profit.......................... 173,454 142,729 346,997 272,880
Other costs and expenses:
Operating and administrative........ 143,399 112,374 278,753 218,764
Store closing costs................. 4,018 675 5,863 1,210
Transition and integration
expenses......................... 11,063 619 22,510 619
Equity in loss of joint venture..... 716 -- 716 --
Goodwill amortization............... 1,416 280 2,528 283
----------- ----------- ----------- -----------
Operating profit...................... 12,842 28,781 36,627 52,004
Interest expense, net................. 15,263 8,143 29,821 15,492
----------- ----------- ----------- -----------
Income (loss) before income taxes and
cumulative effect of change in
accounting principle................ (2,421) 20,638 6,806 36,512
Income tax expense (benefit).......... (926) 7,945 2,626 13,957
----------- ----------- ----------- -----------
Income (loss) before cumulative effect
of change in accounting principle... (1,495) 12,693 4,180 22,555
Cumulative effect of change in
accounting principle, net of $468 of
income taxes........................ -- -- -- (741)
----------- ----------- ----------- -----------
Net income (loss)..................... $ (1,495) $ 12,693 $ 4,180 $ 21,814
=========== =========== =========== ===========
Basic earnings (loss) per share:
Income (loss) before cumulative
effect of change in accounting
principle........................ (0.05) 0.46 0.15 0.81
Cumulative effect of change in
accounting principle, net of
income taxes..................... -- -- -- (0.03)
----------- ----------- ----------- -----------
Net income (loss)................... $ (0.05) $ 0.46 $ 0.15 $ 0.78
=========== =========== =========== ===========
Shares used in computing per share
amounts............................. 27,838,889 27,814,773 27,837,735 27,800,049
=========== =========== =========== ===========
Diluted earnings (loss) per share:
Income (loss) before cumulative
effect of change in accounting
principle........................ (0.05) 0.44 0.15 0.78
Cumulative effect of change in
accounting principle, net of
income taxes..................... -- -- -- (0.02)
----------- ----------- ----------- -----------
Net income (loss)................... $ (0.05) $ 0.44 $ 0.15 $ 0.76
=========== =========== =========== ===========
Shares used in computing per share
amounts............................. 27,838,889 28,673,234 27,837,735 28,804,643
=========== =========== =========== ===========
</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 30, 2000.... 27,834,574 $278 $291,004 $(584) $(324) $(155,827) $134,547
Amortization of deferred
compensation (unaudited)...... -- -- -- -- 84 -- 84
Advances to stockholders
(unaudited)................... -- -- -- (128) -- -- (128)
Recovery of stockholder
receivable (unaudited)........ -- -- -- 28 -- -- 28
Exercise of options
(unaudited)................... 4,910 -- 59 -- -- -- 59
Net income (unaudited).......... -- -- -- -- -- 4,180 4,180
---------- ---- -------- ----- ----- --------- --------
Balances at July 30, 2000
(unaudited)................... 27,839,484 $278 $291,063 $(684) $(240) $(151,647) $138,770
========== ==== ======== ===== ===== ========= ========
</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>
TWENTY-SIX WEEKS ENDED
----------------------
JULY 30, AUGUST 1,
2000 1999
--------- ---------
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net income................................................ $ 4,180 $ 21,814
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization of property and
equipment............................................. 16,078 11,432
Amortization of goodwill............................... 2,528 283
Amortization of leasehold interests and other deferred
charges............................................... 920 400
Amortization of deferred financing costs............... 1,063 505
Amortization of other deferred charges................. 420 217
Tax benefit relating to stock option exercises......... -- 384
Equity in loss of joint venture........................ 716 --
Cumulative effect of change in accounting principle,
net of income taxes................................... -- 741
Deferred income taxes.................................. 3,653 4,793
Change in operating assets and liabilities, net of
effects of acquisitions:
Receivables.......................................... (10,938) 1,822
Inventories.......................................... 1,426 (48,056)
Prepaid expenses and other current assets............ 615 (1,543)
Accounts payable..................................... 11,718 (5,486)
Accrued payroll, accrued expenses and other current
liabilities......................................... (16,568) 28
Other operating activities........................... 4,015 (2,890)
--------- ---------
Net cash provided by (used in) operating activities.... 19,826 (15,556)
--------- ---------
Cash flows provided by (used in) investing activities:
Business acquisitions, net of cash acquired............... (979) (62,063)
Capital expenditures...................................... (17,798) (19,924)
Expenditures for assets held for sale..................... -- (2,582)
Proceeds from sale of property and equipment and assets
held for sale.......................................... 3,293 2,488
Investment in joint venture............................... (3,369) --
Other investing activities................................ (745) (30)
--------- ---------
Net cash used in investing activities.................. (19,598) (82,111)
--------- ---------
Cash flows provided by (used in) financing activities:
Borrowings under Senior Credit Facility................... 120,000 242,000
Payments under Senior Credit Facility..................... (110,670) (139,420)
Payment of debt issuance costs............................ -- (1,646)
Payments on capital lease obligations..................... (7,856) (4,774)
Advances to stockholders.................................. (128) --
Recovery of stockholder receivable........................ 28 403
Exercise of options....................................... 59 671
Other financing activities................................ (406) (432)
--------- ---------
Net cash provided by financing activities.............. 1,027 96,802
--------- ---------
Net increase (decrease) in cash and cash equivalents... 1,255 (865)
Cash and cash equivalents, beginning of period.............. 11,762 7,490
--------- ---------
Cash and cash equivalents, end of period.................... $ 13,017 $ 6,625
========= =========
</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 TWENTY-SIX WEEKS ENDED JULY 30, 2000
CSK Auto Corporation is a holding company. At July 30, 2000, 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 are referred to herein as the "Company."
Auto is a specialty retailer of automotive aftermarket parts and
accessories. At July 30, 2000, the Company operated 1,143 stores in 19 Western
and Northern Plains states as a fully integrated company under three brand
names: Checker Auto Parts, founded in 1969 and operating in the Southwestern,
Rocky Mountain and Northern Plains 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.
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 30, 2000, as included in the Company's Annual
Report on Form 10-K filed on April 28, 2000.
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 $532 million and $548 million at July 30, 2000 and January 30,
2000, 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 TWENTY-SIX WEEKS ENDED
------------------------ ------------------------
JULY 30, AUGUST 1, JULY 30, AUGUST 1,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Common stock outstanding:
Beginning of period............. 27,837,558 27,805,466 27,834,574 27,768,832
========== ========== ========== ==========
End of period................... 27,839,484 27,824,619 27,839,484 27,824,619
========== ========== ========== ==========
Issued during the period.......... 1,926 19,153 4,910 55,787
========== ========== ========== ==========
Weighted average number of shares
(Basic)......................... 27,838,889 27,814,773 27,837,735 27,800,049
Effects of dilutive securities.... -- 858,461 -- 1,004,594
---------- ---------- ---------- ----------
Weighted average number of shares
(Dilutive)...................... 27,838,889 28,673,234 27,837,735 28,804,643
========== ========== ========== ==========
</TABLE>
5
<PAGE> 7
CSK AUTO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 4 -- RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the staff of the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in
Financial Statements." SAB 101 summarizes some of the staff's interpretations of
the application of generally accepted accounting principles to revenue
recognition. In June 2000, the SEC staff issued SAB 101B which delays the
implementation date of SAB 101 until no later than the fourth fiscal quarter of
fiscal years beginning after December 15, 1999. The Company does not anticipate
that the pronouncement will have a material impact on its financial position or
the results of operations.
In March 2000, the FASB issued FASB Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation: An Interpretation of APB
Opinion No. 25." The interpretation became effective July 1, 2000. The Company
is analyzing the implementation requirements and currently does not anticipate
there will be a material impact on its financial position or the results of
operations.
NOTE 5 -- INVESTMENT IN JOINT VENTURE
On March 1, 2000, the Company participated in the formation of a new joint
venture, PartsAmerica.com ("PA"), with Advance Auto Parts ("Advance") and
Sequoia Capital. PA engages in the sale of automotive parts and accessories via
e-commerce. PA operates independently from its partners and utilizes both Auto's
and Advance's existing logistic systems to support its web-based operations.
In exchange for approximately 37% of the outstanding equity of PA, the
Company has contributed assets and incurred costs of approximately $3.1 million,
which include associated transaction costs. The Company is accounting for its
investment in PA under the equity method and, accordingly, recognizes its
proportionate share of PA's net income or loss. Through the first half of fiscal
2000, the Company has recognized approximately $0.7 million of PA's development
stage losses and included such amount as equity in loss of joint venture in the
accompanying consolidated statement of operations. As of July 30, 2000, the
investment in and advances to joint venture in the accompanying consolidated
balance sheets includes the remaining investment in PA of $2.3 million and $0.4
million of advances. Auto is not obligated to support PA financially beyond the
extent of its original investment.
NOTE 6 -- STORE ACQUISITION
On April 27, 2000, the Company acquired substantially all of the assets of
All-Car Distributors, Inc. ("AllCar"), an operator of 22 stores in Wisconsin and
Michigan. Under the terms of the agreement, the Company paid approximately
$711,000 in cash, which includes associated transaction costs, for the assets of
AllCar and assumed vendor accounts payable and certain indebtedness and accrued
expenses. In August 2000, the Company made a payment of approximately $206,000
pursuant to a purchase price adjustment formula contained in the original
agreement. In addition, the Company is subject to an additional payment of
approximately $215,000 upon the satisfaction of certain conditions. The AllCar
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 April 28, 2000, 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, principally inventories.
The AllCar stores are serviced out of the Company's Minneapolis
Distribution Center and have been converted to the Checker name and store format
and integrated into the Company's operations. In connection with the integration
of the AllCar stores, the Company incurred one-time transition and integration
expenses of approximately $2.9 million, consisting primarily of grand opening
advertising, training and re-merchandising costs. Approximately $0.1 million of
such expenses were incurred during the first quarter of fiscal 2000
6
<PAGE> 8
CSK AUTO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
with the balance incurred during the second quarter of fiscal 2000. In addition,
the Company expects to incur capital expenditures estimated to be $2.0 million,
consisting primarily of expenditures related to equipment, store fixtures,
signage and the installation of the Company's store-level information systems in
the AllCar stores. Approximately $1.2 million of these expenditures were
incurred during the second quarter of fiscal 2000 with the balance expected to
be incurred during the third quarter of fiscal 2000.
NOTE 7 -- PURCHASE ACCOUNTING ADJUSTMENTS
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
operated 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. On June 30, 1999, the Company acquired substantially
all of the assets of Apsco Products Company dba Big Wheel/Rossi ("Big Wheel"), a
leading retailer of auto parts in the Northern Plains states. Big Wheel operated
86 stores in Minnesota, North Dakota and Wisconsin along with a distribution
center in Minnesota. These acquisitions were accounted for under the purchase
method of accounting. Prior financial statements reflected the preliminary
allocation of the purchase prices, based on estimated fair values at the date of
the respective acquisition. During the first half of fiscal 2000, the Company
made adjustments to reflect the final determination of certain acquired
balances. The preliminary and final allocations of the fair value of the assets
and liabilities recorded as a result of the above described acquisitions are as
follows (in thousands):
<TABLE>
<CAPTION>
PRELIMINARY FINAL
ALLOCATION ALLOCATION CHANGE
----------- ---------- --------
<S> <C> <C> <C>
Cash and cash equivalents.......................... $ 319 $ 68 $ (251)
Receivables........................................ 3,863 2,574 (1,289)
Inventories........................................ 117,433 102,965 (14,468)
Assets held for sale............................... 3,238 3,238 --
Property and equipment............................. 29,651 29,651 --
Goodwill........................................... 117,287 123,288 6,001
Leasehold interests................................ -- 14,655 14,655
Prepaids and other assets.......................... 2,079 2,079 --
Deferred income taxes.............................. 2,493 2,493 --
Accounts payable................................... (35,056) (36,644) (1,588)
Accrued liabilities and other...................... (28,848) (29,164) (316)
Closed store reserves.............................. (4,178) (6,922) (2,744)
-------- -------- --------
Total cash purchase price................ $208,281 $208,281 $ --
======== ======== ========
</TABLE>
Significant changes in the allocation of acquired balances include: (1) a
lower accounts receivable valuation primarily relating to acquired accounts
payable debit balances for vendors with which the Company does not conduct
business; (2) a revised inventory allocation representing (a) a lower inventory
valuation on core and warranty returns as a result of excessive acquired
inventory levels; and (b) a lower valuation on non-returnable inventory lines
not carried by the Company; (3) a leasehold rights allocation representing the
discounted net present value of the excess of the fair market rental value over
the respective contractual rent of stores under operating leases acquired; (4)
an accounts payable adjustment as a result of an adjustment to acquired bank
overdrafts; and (5) a revised closed store reserve reflecting the final costs of
closing or relocating previously identified stores.
7
<PAGE> 9
CSK AUTO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 8 -- LEGAL MATTERS
As previously disclosed, on May 4, 1998, a lawsuit was filed against the
Company in the Superior Court in San Diego, California. The case was 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 has also been 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 Company has
entered into an agreement in principle to settle these class action lawsuits.
The maximum settlement amount is $11 million (which includes plaintiffs'
attorneys' fees and costs), but may be lower depending upon the number of
potential class members that submit claims. The settlement will not be final
until the parties execute a definitive settlement agreement, which must be
approved by the court in which the lawsuits are pending. The Company will record
a charge to earnings when the final settlement amount can be reasonably
estimated.
The Company was served on March 8, 2000 with a complaint filed in Federal
Court in the Eastern District of New York by the Coalition for a Level Playing
Field, L.L.C. and 179 individual auto parts dealers alleging that the Company
and seven other auto parts dealers (AutoZone, Inc., Wal-Mart Stores, Inc.,
Advance Stores Company, Inc., Discount Auto, Inc., The Pep Boys -- Manny, Moe
and Jack, Inc., O'Reilly Automotive, Inc., and Keystone Automotive Operations,
Inc.) violated the Robinson-Patman Act. Only 14 of the individual plaintiffs
asserted claims against the Company, and three of those have voluntarily
dismissed their claims without prejudice. The complaint alleges that the Company
and other defendants knowingly either induced or received discriminatory prices
from large suppliers, allegedly in violation of Section 2(a) and 2(f) of the
Robinson-Patman Act, as well as receiving compensation from large suppliers for
services not performed for those suppliers, allegedly in violation of Section
2(c) of the Robinson-Patman Act. The complaint seeks injunctive relief against
all defendants and seeks treble damages on behalf of the individual auto parts
dealers who are plaintiffs, plus attorneys' fees. The complaint alleges that the
estimated average damage amount per plaintiff is $1,000,000 (and more for those
plaintiffs that are wholesale distributors and not simply jobbers) before
trebling. The Company believes the suit is without merit and plans to vigorously
defend it.
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.
NOTE 9 -- STORE CLOSING COSTS
The Company provides an allowance for estimated costs 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. The allowance for store closing costs
is included in accrued expenses in the accompanying financial statements, and
consists primarily of future rents to be paid over the remaining terms of the
master lease agreement for stores, net of estimated sub-lease recoveries. Future
rents will be incurred through the expiration of the non-cancelable leases.
8
<PAGE> 10
CSK AUTO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Activity in the provision for store closings and the related store closing
costs for the twenty-six weeks ended July 30, 2000, is as follows (in
thousands):
<TABLE>
<S> <C>
Balance, at January 30, 2000 .............................. $ 4,802
Store closings costs:
Store closings costs, gross.............................. 5,904
Adjustments to prior year plans.......................... (41)
-------
Store closings costs, net............................. 5,863
Purchase accounting adjustment:
Al's and Grand Auto Supply............................... 2,744
Payments................................................... (7,317)
-------
Balance, at July 30, 2000 ................................. $ 6,092
=======
</TABLE>
During the period that they remain open for business, the rent and other
operating expenses for the stores to be closed continue to be reflected in the
Company's normal operating expenses.
Included in store closing costs is a charge of $3.7 million for store
closing costs that were incurred due to overlap of certain CSK stores with more
favorably sized or situated AGA stores. Adjustments to prior plans relate to
costs for store closures that were accrued in prior periods but withdrawn from
the Company's store closure plan in the period of adjustment. Such withdrawals
are due to subsequent improvements in the underlying economics of the store's
performance or (in the case of store relocation) because the Company was unable
to secure a previously identified site upon acceptable lease terms. Further
significant changes to the strategic plan are not considered likely. All
relocations and store closings are anticipated to be completed within twelve
months of accrual and only after costs can be estimated.
Other cost revisions are comprised of changes in expected future rental
costs for vacant or sub-leased store locations, which are due largely to early
terminations of lease agreements.
On a store count basis, closure activity and the remaining number of stores
to be closed are summarized as follows:
<TABLE>
<CAPTION>
NUMBER OF STORES TO BE CLOSED
-------------------------------------------
BEGINNING STORES PLAN STORES BALANCE TO
PERIOD BALANCE ADDED AMENDMENTS CLOSED BE CLOSED
------ --------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
Fiscal 1998....................... 48 24 (10) (33) 29
Fiscal 1999....................... 29 87 (11) (77) 28
Twenty-six weeks ended July 30,
2000............................ 28 12 (1) (25) 14
</TABLE>
At July 30, 2000, there were 14 stores remaining to be closed under the
Company's store closing plans, comprised of the following:
<TABLE>
<CAPTION>
STORES IN PLAN STORES BALANCE TO
FISCAL YEAR CLOSING PLAN AMENDMENTS CLOSED BE CLOSED
----------- ------------ ---------- ------ ----------
<S> <C> <C> <C> <C>
1996.................................... 91 (17) (73) 1
1997.................................... 36 (13) (21) 2
1998.................................... 24 (5) (19) --
1999.................................... 87 (2) (80) 5
2000.................................... 12 -- (6) 6
--
14
</TABLE>
The 3 stores that remain from the 1996 and 1997 fiscal year plans will be
closed prior to the end of fiscal 2000.
9
<PAGE> 11
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 TWENTY-SIX WEEKS
ENDED ENDED
--------------------- ---------------------
JULY 30, AUGUST 1, JULY 30, AUGUST 1,
2000 1999 2000 1999
-------- --------- -------- ---------
<S> <C> <C> <C> <C>
Net sales..................................... 100.0% 100.0% 100.0% 100.0%
Cost of sales................................. 53.7 52.8 52.5 52.3
----- ----- ----- -----
Gross profit.................................. 46.3 47.2 47.5 47.7
Operating and administrative.................. 38.2 37.2 38.1 38.3
Store closing costs........................... 1.1 0.2 0.8 0.2
Transition and integration expenses........... 3.0 0.2 3.1 0.1
Equity in loss of joint venture............... 0.2 -- 0.1 --
Goodwill amortization......................... 0.4 0.1 0.4 --
----- ----- ----- -----
Operating profit.............................. 3.4 9.5 5.0 9.1
Interest expense, net......................... 4.1 2.7 4.1 2.7
----- ----- ----- -----
Income (loss) before income taxes and
cumulative effect of change in accounting
principle................................... (0.7) 6.8 0.9 6.4
Income tax expense (benefit).................. (0.3) 2.6 0.3 2.5
----- ----- ----- -----
Income (loss) before cumulative effect of
change in accounting principle.............. (0.4) 4.2 0.6 3.9
Cumulative effect of change in accounting
principle, net of income taxes.............. -- -- -- (0.1)
----- ----- ----- -----
Net income (loss)............................. (0.4)% 4.2% 0.6% 3.8%
===== ===== ===== =====
</TABLE>
Thirteen Weeks Ended July 30, 2000 Compared to Thirteen Weeks Ended August 1,
1999
Net sales for the thirteen weeks ended July 30, 2000 (the "second quarter
of fiscal 2000") increased $72.5 million, or 24%, over net sales for the
thirteen week period ended August 1, 1999 (the "second quarter of fiscal 1999").
This increase reflects an increase in the number of stores operated. During the
second quarter of fiscal 2000, we opened 8 stores, relocated 5 stores, expanded
2 stores, acquired one store, and closed 4 stores in addition to stores closed
due to relocation. The operating results of the Big Wheel/Rossi stores are
reflected for only one month in the second quarter of fiscal 1999 and are
reflected for the full second quarter of fiscal 2000. At July 30, 2000, we had
1,143 stores in operation compared to 926 stores at the end of the second
quarter of fiscal 1999. Comparable store sales were flat during the second
quarter of fiscal 2000.
Gross profit for the second quarter of fiscal 2000 was $173.5 million, or
46.3% of net sales, compared to $142.7 million, or 47.2% of net sales, for the
comparable 1999 period. The decrease in gross profit percentage primarily
resulted from the loss of purchase allowances due to the assimilation of
acquired inventories without customary purchase allowances.
10
<PAGE> 12
Operating and administrative expenses increased by $31.0 million to $143.4
million, or 38.2% of net sales, for the second quarter of fiscal 2000 from
$112.4 million, or 37.2% of net sales, for the comparable 1999 period. The
dollar increase is primarily the result of the operating costs of new stores.
The increase as a percent of sales resulted from our inability to leverage the
additional fixed costs of new and acquired stores over our sales base.
Operating profit decreased to $12.8 million, or 3.4% of net sales, for the
second quarter of fiscal 2000 compared to $28.8 million, or 9.5% of net sales,
for the comparable 1999 period, partially due to the factors cited above. In
addition, during the second quarter of fiscal 2000, we incurred the following
costs and charges: (1) $11.1 million of non-recurring expenses associated with
the transition and integration of the Big Wheel/ Rossi ("Big Wheel") and Al's
Auto Supply and Grand Auto Supply ("AGA") stores that were acquired during
fiscal 1999 (collectively the "1999 Acquisitions"), and the AllCar Distributors
("AllCar") stores that were acquired in the first quarter of fiscal 2000,
compared to $0.6 million during the 1999 period; (2) goodwill amortization
charges associated with our 1999 Acquisitions of $1.4 million; (3) net store
closing costs of $4.0 million compared to $0.7 million during the 1999 period;
(4) pre-tax operating losses associated with our automobile service centers of
$1.2 million (see Liquidity and Capital Resources); and (5) $0.7 million
relating to our proportionate equity share of the loss of our joint venture (see
Note 5 to the Consolidated Financial Statements). Excluding non-recurring
charges for acquisition-related transition expenses including associated store
closing costs and the operating losses of automotive service centers that the
Company is exiting, operating profit for the second quarter of fiscal 2000
totaled $28.8 million compared to $29.4 million for the second quarter of fiscal
1999.
Net interest expense for the second quarter of fiscal 2000 totaled $15.3
million compared to $8.1 million for the second quarter of fiscal 1999. The
expense increased primarily as a result of the additional indebtedness incurred
to fund the 1999 Acquisitions and higher variable interest rates. Another
component of the increase in expense is the amortization of debt issuance costs,
of which $0.5 million was incurred during the second quarter of fiscal 2000,
compared to $0.3 million during the comparable 1999 period.
Income tax benefit for the second quarter of fiscal 2000 was $0.9 million,
compared to income tax expense of $7.9 million for the comparable period of
fiscal 1999. Our effective tax rate decreased slightly during the 2000 period to
approximately 38.3% of pre-tax income from approximately 38.5% in the comparable
1999 period as a result of certain tax credits that were realized in the current
period which were not available in the prior period.
As a result of the above factors, we incurred a net loss of $1.5 million,
or $0.05 per diluted common share, for the second quarter of fiscal 2000,
compared to net income of $12.7 million, or $0.44 per diluted common share, for
the second quarter of fiscal 1999. Excluding non-recurring charges and the
PartsAmerica.com charge, net income for the second quarter of fiscal 2000
totaled approximately $8.8 million, or $0.32 per diluted common share.
Twenty-six Weeks Ended July 30, 2000 Compared to Twenty-six Weeks Ended August
1, 1999
Net sales for the twenty-six weeks ended July 30, 2000 (the "first half of
fiscal 2000"), increased $159.4 million, or 28%, over net sales for the
twenty-six week period ended August 1, 1999 (the "first half of fiscal 1999").
This increase reflects both a comparable store sales increase of 2% and an
increase in the number of stores operated. During the first half of fiscal 2000,
we opened 20 stores, relocated 5 stores, expanded 3 stores, acquired 23 stores,
and closed 20 stores in addition to stores closed due to relocation. The
operating results of the Big Wheel stores are reflected for only one month in
the first half of fiscal 1999 and are reflected for the full first half of
fiscal 2000.
Gross profit for the twenty-six weeks ended July 30, 2000 was $347.0
million, or 47.5% of net sales, compared to $272.9 million, or 47.7% of net
sales, for the comparable 1999 period.
Operating and administrative expenses increased by $60.0 million to $278.8
million, or 38.1% of net sales, for the twenty-six week period of fiscal 2000
from $218.8 million, or 38.3% of net sales, for the comparable 1999 period. The
dollar increase is primarily the result of the operating costs of new stores.
11
<PAGE> 13
Operating profit decreased to $36.6 million, or 5.0% of net sales, for the
first half of fiscal 2000 from $52.0 million, or 9.1% of net sales, for the
comparable 1999 period, partially due to the factors cited above. In addition,
during the first half of fiscal 2000, we incurred the following costs and
charges: (1) $22.5 million of non-recurring expenses associated with the
transition and integration of the 1999 Acquisitions and the AllCar acquisition
compared to $0.6 million during the 1999 period; (2) goodwill amortization
charges associated with our 1999 Acquisitions of $2.5 million; (3) net store
closing costs of $5.9 million compared to $1.2 million during the 1999 period;
(4) pre-tax operating losses associated with our automobile service centers of
$1.9 million (see Liquidity and Capital Resources); and (5) $0.7 million
relating to our proportionate equity share of the loss of our joint venture (see
Note 5 to the Consolidated Financial Statements). Excluding non-recurring
charges for acquisition-related transition expenses including associated store
closing costs and the operating losses of automotive service centers that the
Company is exiting, operating profit for the first half of fiscal 2000 increased
to $64.8 million from $52.6 million for the comparable period of fiscal 1999.
Net interest expense for the first half of fiscal 2000 totaled $29.8
million compared to $15.5 million for the comparable period of fiscal 1999. The
expense increased primarily as a result of the additional indebtedness incurred
to fund the 1999 Acquisitions and higher variable interest rates. Another
component of the increase in expense is the amortization of debt issuance costs,
of which $1.1 million was incurred during the first half of fiscal 2000,
compared to $0.5 million during the comparable 1999 period.
Income tax expense for the first half of fiscal 2000 was $2.6 million
compared to income tax expense of $14.0 million for the comparable 1999 period.
Our effective tax rate increased during the 2000 period to approximately 38.6%
of pre-tax income from approximately 38.2% in the comparable 1999 period.
As a result of the above factors, net income decreased to $4.2 million, or
$0.15 per diluted common share, for the twenty-six week period of fiscal 2000,
compared to a net income of $21.8 million, or $0.76 per diluted common share,
for the comparable 1999 period. Excluding non-recurring charges and the
PartsAmerica.com charge, net income for the first half of fiscal 2000 totaled
approximately $21.9 million, or $0.79 per diluted common share.
LIQUIDITY AND CAPITAL RESOURCES
Overview
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 July 30, 2000,
we had net working capital of approximately $418.9 million and total liquidity
(cash plus availability under our revolving credit facility) of approximately
$33.2 million. Under off-balance sheet operating lease facilities that are used
to finance new store construction, we have $109.4 million of available funding
for the acquisition and development of new stores through December 31, 2000. Of
the available funding, $9.4 million has been committed to fund previously
identified sites.
We believe that cash flow from operations combined with the availability of
funds under our leasing facility and the revolving credit facility will be
sufficient to support our operations and liquidity requirements for the
foreseeable future. However, if sales trends continue to be weaker than
forecast, it could negatively impact our liquidity and capital resources in the
foreseeable future.
For the first half of fiscal 2000, net cash provided by operating
activities was $19.8 million compared to $15.6 million of cash used in operating
activities during the comparable 1999 period. The largest component of the
change in cash flows from operating activities relates to our investment in
inventories, where $1.4 million of cash was provided during fiscal 2000 compared
to $48.1 million used for such purposes during the 1999 period. The reduced
investment in inventories reflects the rationalization of inventories purchased
in connection with our 1999 Acquisitions and a stabilization of inventory levels
in support of our commercial sales efforts. Further significant investment in
inventories to expand the depth and breadth of our replacement part offerings is
not anticipated at this time.
12
<PAGE> 14
Net cash used in investing activities totaled $19.6 million for the first
half of fiscal 2000, compared to $82.1 million during the comparable 1999
period. The decrease in cash used in investing activities was primarily the
result of $1.0 million of cash used for business acquisitions during the fiscal
2000 period, compared to $62.1 million used to finance the Big Wheel acquisition
during the comparable 1999 period.
Net cash provided by financing activities totaled $1.0 million in the first
half of fiscal 2000 compared to $96.8 million in the comparable period of fiscal
1999. In the first half of fiscal 2000, we used $9.3 million of net borrowings
under the Senior Credit Facility to fund working capital requirements and
transition and integration expenses, made payments of $7.9 million on capital
lease obligations, and paid $0.4 million in connection with other financing
activities. In the 1999 period, we used $102.6 million of net borrowings under
the Senior Credit Facility primarily relating to the Big Wheel acquisition, made
payments of $4.8 million on capital lease obligations, incurred $1.6 million of
debt issuance costs, received $0.4 million of stockholder receivables, received
$0.7 million in proceeds from stock option exercises, and paid $0.4 million in
connection with other financing activities.
Store Activity
On April 27, 2000, we acquired substantially all of the assets of All-Car
Distributors, Inc. ("AllCar"), an operator of 22 stores in Wisconsin and
Michigan. Under the terms of the agreement, we paid approximately $711,000 in
cash, which includes associated transaction costs, for the assets of AllCar and
assumed vendor accounts payable and certain indebtedness and accrued expenses.
In August 2000, we made a payment of approximately $206,000 pursuant to a
purchase price adjustment formula contained in the original agreement. In
addition, we are subject to an additional payment of approximately $215,000 upon
the satisfaction of certain conditions. The AllCar acquisition was accounted for
under the purchase method of accounting. Accordingly, the results of operations
of these stores are included in our consolidated operating results from April
28, 2000, 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, principally inventories.
The AllCar stores are serviced out of our Minneapolis Distribution Center
and have been converted to the Checker name and store format and integrated into
our operations. In connection with the integration of the AllCar stores, we
incurred one-time transition and integration expenses of approximately $2.9
million, consisting primarily of grand opening advertising, training and
re-merchandising costs. Approximately $0.1 million of such expenses were
incurred during the first quarter of fiscal 2000 with the balance incurred
during the second quarter of fiscal 2000. In addition, we expect to incur
capital expenditures estimated to be $2.0 million, consisting primarily of
expenditures related to equipment, store fixtures, signage and the installation
of our store-level information systems in the AllCar stores. Approximately $1.2
million of these expenditures were incurred during the second quarter of fiscal
2000 with the balance expected to be incurred during the third and fourth
quarters of fiscal 2000.
In connection with our 1999 Acquisitions, we incurred one-time transition
and integration expenses of approximately $19.6 million during the first half of
fiscal 2000, consisting primarily of grand opening advertising, training and
re-merchandising costs. In addition, during the first half of fiscal 2000, we
incurred $6.5 million of capital expenditures, consisting primarily of
expenditures related to equipment, store fixtures, signage and the installation
of our store-level information systems in these stores.
During the first half of fiscal 2000, we acquired 23 stores, opened 20
stores, relocated 5 stores, expanded 3 stores, and closed 20 stores in addition
to stores closed due to relocation. We anticipate that the majority of new,
relocated or expanded stores will be financed under arrangements structured as
operating leases that require limited capital expenditures by us except for
fixtures and store equipment.
Store Closing Costs
We provide an allowance for estimated costs 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. The allowance for store closing costs is included in
accrued
13
<PAGE> 15
expenses in the accompanying financial statements, and consists primarily of
future rents to be paid over the remaining terms of the master lease agreement
for stores, net of estimated sub-lease recoveries. Future rents will be incurred
through the expiration of the non-cancelable leases.
Activity in the provision for store closings and the related store closing
costs for the twenty-six weeks ended July 30, 2000, is as follows (in
thousands):
<TABLE>
<S> <C>
Balance, at January 30, 2000............................... $ 4,802
Store closings costs:
Store closings costs, gross.............................. 5,904
Adjustments to prior year plans.......................... (41)
-------
Store closings costs, net............................. 5,863
Purchase accounting adjustment:
Al's and Grand Auto Supply............................... 2,744
Payments................................................... (7,317)
-------
Balance, at July 30, 2000.................................. $ 6,092
=======
</TABLE>
During the period that they remain open for business, the rent and other
operating expenses for the stores to be closed continue to be reflected in our
normal operating expenses.
Included in store closing costs is a charge of $3.7 million for store
closing costs that were incurred due to overlap of certain CSK stores with more
favorably sized or situated AGA stores. Adjustments to prior plans relate to
costs for store closures that were accrued in prior periods but withdrawn from
our store closure plan in the period of adjustment. Such withdrawals are due to
subsequent improvements in the underlying economics of the store's performance
or (in the case of store relocation) because we were unable to secure a
previously identified site upon acceptable lease terms. Further significant
changes to the strategic plan are not considered likely. All relocations and
store closings are anticipated to be completed within twelve months of accrual
and only after costs can be estimated.
Other cost revisions are comprised of changes in expected future rental
costs for vacant or sub-leased store locations, which are due largely to early
terminations of lease agreements.
On a store count basis, closure activity and the remaining number of stores
to be closed are summarized as follows:
<TABLE>
<CAPTION>
NUMBER OF STORES TO BE CLOSED
----------------------------------------
BEGINNING STORES PLAN STORES BALANCE TO
PERIOD BALANCE ADDED AMENDMENTS CLOSED BE CLOSED
------ --------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
Fiscal 1998........................... 48 24 (10) (33) 29
Fiscal 1999........................... 29 87 (11) (77) 28
Twenty-six weeks ended July 30,
2000................................ 28 12 (1) (25) 14
</TABLE>
At July 30, 2000, there were 14 stores remaining to be closed under our
store closing plans, comprised of the following:
<TABLE>
<CAPTION>
STORES IN PLAN STORES BALANCE TO
FISCAL YEAR CLOSING PLAN AMENDMENTS CLOSED BE CLOSED
----------- ------------ ---------- ------ ----------
<S> <C> <C> <C> <C>
1996....................................... 91 (17) (73) 1
1997....................................... 36 (13) (21) 2
1998....................................... 24 (5) (19) --
1999....................................... 87 (2) (80) 5
2000....................................... 12 -- (6) 6
--
14
</TABLE>
14
<PAGE> 16
The 3 stores that remain from the 1996 and 1997 fiscal year plans will be
closed prior to the end of fiscal 2000.
Service Centers
As a result of our 1999 Acquisitions and the AllCar acquisition in the
first quarter of fiscal 2000, we acquired 84 automobile service centers (of
which 12 were closed during fiscal 1999). These centers are attached to existing
retail stores and perform automotive maintenance as well as tire sales and
service. We are in the process of exiting the service center business as it: (1)
requires management experience that is not consistent with our core business
operations; (2) requires human and financial resources better utilized in our
retail operations; and (3) does not allow us sufficient economies of scale to
achieve required profitability.
In conjunction with our plan, during the first half of fiscal 2000, we
sublet 33 centers, closed 14 centers and have tentative agreements for the
sub-lease of 24 additional centers. The remaining centers are expected to be
subleased or closed during the second half of fiscal 2000.
As of July 30, 2000, we had 25 service centers in operation, compared to 65
centers as of April 30, 2000 and 72 centers as of January 30, 2000. During the
second quarter of fiscal 2000, these centers generated net revenues of
approximately $2.5 million and pre-tax operating losses of approximately $1.2
million. During the first half of fiscal 2000, these centers generated net
revenues of approximately $6.4 million and pre-tax operating losses of
approximately $1.9 million. We anticipate continued operating losses on the
remaining service centers until all facilities are sub-leased or otherwise
disposed.
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 imbedded technology that are time-sensitive may recognize a date using "00"
as the year 1900 rather than the year 2000. As a result, the possibility existed
on January 1, 2000 that these computer programs would fail from an inability to
interpret date codes properly. 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 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 identified our key
third-party business partners and coordinated with them to address potential
Year 2000 issues. These issues include data exchange with us as well as their
shipping and warehousing processes.
During the fourth quarter of fiscal 1999, we completed our Year 2000
identification, assessment, remediation and testing efforts, although we will
continue to monitor systems through the remainder of fiscal 2000. We also
finalized contingency plans, which include: switching vendors, back-up systems
and manual processes, and the potential stockpiling of certain products. During
the first half of fiscal 2000, we did not incur any costs associated with the
Year 2000 issue and we do not anticipate incurring any substantial costs during
the remaining half of fiscal 2000 in connection with the Year 2000 issue.
As a result of our planning and remediation efforts, we have experienced no
significant business disruption in our systems as a result of the Year 2000
issue. In addition, as of the date of this filing, we have not experienced any
Year 2000 operational or financial interruptions, either internally or
externally with vendors or service providers, nor are any expected. Although we
believe that we have successfully avoided any significant business disruption,
we will continue to monitor all critical systems for the appearance of delayed
complications or disruptions. In addition, we will continue to monitor any
problems encountered by vendors, distributors or service providers throughout
fiscal 2000 to ensure that any latent Year 2000 matters that may arise are
promptly addressed. However, if any problems are encountered during fiscal 2000
and 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.
15
<PAGE> 17
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.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As previously disclosed, on May 4, 1998, a lawsuit was filed against us in
the Superior Court in San Diego, California. The case was 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 have also been 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. We have entered into an agreement in principle to
settle these class action lawsuits. The maximum settlement amount is $11 million
(which includes plaintiffs' attorneys' fees and costs), but may be lower
depending upon the number of potential class members that submit claims. The
settlement will not be final until the parties execute a definitive settlement
agreement, which must be approved by the court in which the lawsuits are
pending. We will record a charge to earnings when the final settlement amount
can be reasonably estimated.
We were served on March 8, 2000 with a complaint filed in Federal Court in
the Eastern District of New York by the Coalition for a Level Playing Field,
L.L.C. and 179 individual auto parts dealers alleging that we and seven other
auto parts dealers (AutoZone, Inc., Wal-Mart Stores, Inc., Advance Stores
Company, Inc., Discount Auto, Inc., The Pep Boys -- Manny, Moe and Jack, Inc.,
O'Reilly Automotive, Inc., and Keystone Automotive Operations, Inc.) violated
the Robinson-Patman Act. Only 14 of the individual plaintiffs asserted claims
against us, and three of those have voluntarily dismissed their claims without
prejudice. The complaint alleges that we and other defendants knowingly either
induced or received discriminatory prices from large suppliers, allegedly in
violation of Section 2(a) and 2(f) of the Robinson-Patman Act, as well as
receiving compensation from large suppliers for services not performed for those
suppliers, allegedly in violation of Section 2(c) of the Robinson-Patman Act.
The complaint seeks injunctive relief against all defendants and seeks treble
damages on behalf of the individual auto parts dealers who are plaintiffs, plus
attorneys' fees. The complaint alleges that the estimated average damage amount
per plaintiff is $1,000,000 (and more for those plaintiffs that are wholesale
distributors and not simply jobbers) before trebling. We believe the suit is
without merit and plan to vigorously defend it.
We currently and from time to time are involved in other litigation
incidental to the conduct of our 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, 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
16
<PAGE> 18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We held our annual meeting of stockholders on June 20, 2000. The following
are the results of certain matters voted upon at the meeting:
I. Stockholders elected thirteen directors to serve until the 2001 Annual
Meeting of the Stockholders. The stockholders voted as follows:
<TABLE>
<CAPTION>
DIRECTORS VOTE FOR WITHHELD
--------- ---------- ---------
<S> <C> <C>
Maynard Jenkins...................................... 26,516,646 168,395
James Bazlen......................................... 26,516,696 168,345
John F. Antioco...................................... 24,245,609 2,439,432
James O. Egan........................................ 26,516,496 168,545
Morton Godlas........................................ 26,515,796 169,245
Charles K. Marquis................................... 26,516,646 168,395
Christopher J. O'Brien............................... 24,110,471 2,574,570
Mamoun Askari........................................ 26,516,521 168,520
Robert Smith......................................... 26,516,796 168,245
Christopher J. Stadler............................... 26,516,796 168,245
Jules Trump.......................................... 26,516,521 168,520
Eddie Trump.......................................... 26,516,321 168,720
Savio W. Tung........................................ 26,516,621 168,420
</TABLE>
II. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as
independent accountants for the fiscal year ending February 1, 2001.
The stockholders voted as follows:
<TABLE>
<S> <C> <C>
For: 26,673,796 Against: 4,650 Abstain: 6,595
</TABLE>
III. Stockholders approved the adoption of the 2000 Executive Incentive
Program covering a senior executive. The stockholders voted as
follows:
<TABLE>
<S> <C> <C>
For: 26,501,524 Against: 104,930 Abstain: 78,587
</TABLE>
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).
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).
10.01 Supplemental Executive Retirement Plan Agreement, dated
August 28, 2000, between Auto and Maynard Jenkins.
27.01 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K:
On June 23, 2000, the Company filed a current report on Form 8-K to report,
under Item 5 thereof, the issuance of a press release that addressed the
Company's future earnings expectations.
17
<PAGE> 19
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: September 13, 2000
18
<PAGE> 20
EXHIBIT INDEX
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EXHIBITS
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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).
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).
10.01 Supplemental Executive Retirement Plan Agreement, dated
August 28, 2000, between Auto and Maynard Jenkins.
27.01 Financial Data Schedule
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