<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 April 24, 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 - 333-56031
------------
ADVANCE HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
------------
Virginia 54-1622754
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5673 Airport Road 24012
Roanoke, Virginia (Zip Code)
(Address of Principal Executive Offices)
(540) 362-4911
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report).
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 June 1, 1999, the registrant had outstanding 28,261,900 shares of
Class A Common Stock, par value $0.01 per share (the only class of common stock
of the registrant outstanding). The registrant's Class A Common Stock is not
traded in a public market.
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<PAGE>
ADVANCE HOLDING CORPORATION AND SUBSIDIARIES
Sixteen Weeks Ended April 24, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements of Advance Holding
Corporation and Subsidiaries (Unaudited)
Condensed Consolidated Balance Sheets as of April 24, 1999 and
January 2, 1999................................................................. 1
Condensed Consolidated Statements of Operations for the Sixteen
Weeks Ended April 24, 1999 and April 25, 1998................................... 2
Condensed Consolidated Statements of Cash Flows for the Sixteen Weeks
Ended April 24, 1999 and April 25, 1998......................................... 3
Notes to Unaudited Condensed Consolidated Financial Statements.................. 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................... 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................................ 18
SIGNATURE......................................................................................... S-1
</TABLE>
i
<PAGE>
ADVANCE HOLDING CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
April 24, 1999 and January 2, 1999
(dollars in thousands)
<TABLE>
<CAPTION>
Assets April 24, January 2,
1999 1999
---------- ----------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents......................................... $ 23,060 $ 36,115
Receivables, net.................................................. 148,781 92,199
Inventories....................................................... 809,172 726,172
Other current assets.............................................. 15,790 9,477
----------- -----------
Total current assets............................................ 996,803 863,963
Property and equipment, net......................................... 388,634 377,761
Other assets, net................................................... 29,594 23,631
----------- -----------
$ 1,415,031 $ 1,265,355
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Bank overdrafts................................................... $ 25,703 $ 20,403
Current portion of deferred revenue............................... 15,454 8,049
Accounts payable.................................................. 440,750 364,758
Accrued expenses.................................................. 144,784 154,614
Other current liabilities......................................... 8,751 6,026
----------- -----------
Total current liabilities....................................... 635,442 553,850
----------- -----------
Long-term debt...................................................... 578,236 500,162
----------- -----------
Deferred revenue.................................................... 16,458 1,389
----------- -----------
Other long-term liabilities......................................... 50,171 50,863
----------- -----------
Commitments and contingencies
Stockholders' equity................................................ 134,724 159,091
----------- -----------
$ 1,415,031 $ 1,265,355
=========== ===========
</TABLE>
The accompanying notes to the unaudited condensed consolidated financial
statements are an integral part of these balance sheets.
1
<PAGE>
ADVANCE HOLDING CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
For the Sixteen Week Periods Ended
April 24, 1999 and April 25, 1998
(dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Sixteen Week Period Ended
------------------------------
April 24, April 25,
1999 1998
--------- ---------
<S> <C> <C>
Net sales........................................................ $ 669,728 $ 288,963
Cost of sales.................................................... 437,984 176,377
---------- ---------
Gross profit................................................ 231,744 112,586
Selling, general, and administrative expenses.................... 248,541 99,286
Costs associated with the Recapitalization....................... -- 14,005
---------- ---------
Operating loss.............................................. (16,797) (705)
---------- ---------
Other income (expense):
Interest expense............................................... (18,559) (3,341)
Other.......................................................... 55 (4)
---------- ---------
Total other expense, net.................................... (18,504) (3,345)
---------- ---------
Loss before income taxes......................................... (35,301) (4,050)
Income tax benefit............................................... (10,359) (1,698)
---------- ---------
Net loss......................................................... $ (24,942) $ (2,352)
========= =========
</TABLE>
The accompanying notes to the unaudited condensed consolidated financial
statements are an integral part of these statements.
2
<PAGE>
ADVANCE HOLDING CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the Sixteen Week Periods Ended
April 24, 1999 and April 25, 1998
(dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Sixteen Week Period Ended
------------------------------------
April 24, April 25,
1999 1998
----------- ----------
<S> <C> <C>
Cash flows (used in) provided by operating activities:
Net loss................................................................ (24,942) $ (2,352)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Depreciation......................................................... 17,223 7,486
Amortization of stock option compensation............................ 557 --
Amortization of deferred debt issuance costs......................... 1,194 106
Amortization of bond discount........................................ 2,574 232
Sales of marketable securities....................................... -- 2,025
(Benefit) provision for deferred income taxes........................ (6,580) 36
Net loss on sales of property and equipment.......................... 75 26
Net increase in:
Receivables, net................................................... (56,582) (4,370)
Inventories........................................................ (83,000) (52,816)
Other current assets............................................... (8,013) (3,373)
Net increase (decrease) in:
Accounts payable................................................... 75,992 62,811
Accrued expenses................................................... (9,230) 10,283
Deferred revenue................................................... 22,474 1,331
Other long-term liabilities........................................ (438) 142
----------- ----------
Net cash (used in) provided by operating activities.............. (68,696) 21,567
----------- ----------
Cash used in investing activities:
Purchases of property and equipment.................................. (29,224) (15,813)
Proceeds from sale of property and equipment......................... 1,053 4,141
Other................................................................ 1,091 554
----------- ----------
Net cash used in investing activities............................ (27,080) (11,118)
----------- ----------
Cash flows from financing activities:
Increase (decrease) in bank overdrafts............................... 5,300 (6,970)
Proceeds from issuance of long-term debt............................. -- 11,500
Payments on long-term debt........................................... -- (102,667)
Borrowings under credit facilities................................... 150,500 385,017
Payments on credit facilities........................................ (74,500) --
Payment of debt issuance costs....................................... (669) (18,288)
Proceeds from issuance of Class A Common Stock....................... -- 105,148
</TABLE>
Continued on following page.
3
<PAGE>
<TABLE>
<CAPTION>
Sixteen Week Period Ended
------------------------------------
April 24, April 25,
1999 1998
----------- ----------
<S> <C> <C>
Payment for redemption of preferred and common stock................ -- (351,000)
Other............................................................... 2,090 (1,477)
---------- ----------
Net cash provided by financing activities.................... 82,721 21,263
---------- ----------
Net (decrease) increase in cash and cash equivalents................... (13,055) 31,712
Cash and cash equivalents at beginning of period....................... 36,115 15,463
---------- ----------
Cash and cash equivalents at end of period............................. $ 23,060 $ 47,175
========== ==========
Supplemental cash flow information:
Interest paid....................................................... $ 16,764 $ 1,848
Income taxes paid, net of refunds received.......................... 2,520 389
Noncash transactions:
Debt issuance costs accrued......................................... 541 1,490
Loans receivable related to issuance of common stock................ -- 2,615
</TABLE>
The accompanying notes to the unaudited condensed consolidated financial
statements are an integral part of these statements.
4
<PAGE>
Advance Holding Corporation and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
Sixteen Week Periods Ended April 24, 1999 and April 25, 1998
(dollars in thousands)
(unaudited)
1. Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements
include the accounts of Advance Holding Corporation and its wholly owned
subsidiaries (the Company). All significant intercompany balances and
transactions have been eliminated in consolidation.
The condensed consolidated balance sheet as of April 24, 1999, and the
condensed consolidated statements of operations and the statements of cash flows
for the 16-week periods ended April 24, 1999 and April 25, 1998 have been
prepared by the Company and have not been audited. In the opinion of
management, all adjustments, consisting of only normal recurring adjustments,
necessary for a fair presentation of the financial position of the Company, the
results of its operations and cash flows have been made.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's consolidated financial statements for the fiscal year ended January 2,
1999.
The results of operations for the 16-week periods are not necessarily
indicative of the operating results to be expected for the full fiscal year.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Reclassifications
Certain 1998 amounts have been reclassified to conform with their 1999
presentation.
2. Receivables:
Receivables consist of the following:
<TABLE>
<CAPTION>
April 24, January 2,
1999 1999
---------- -----------
<S> <C> <C>
Trade:
Wholesale..................................... $ 48,644 $ 26,463
Retail........................................ 8,179 6,470
Vendor........................................... 71,974 38,142
Installment...................................... 11,769 11,311
Related parties.................................. 7,395 6,236
Employees........................................ 462 555
Other............................................ 3,570 6,802
--------- --------
Total receivables................................ 151,993 95,979
Less -- allowance for doubtful accounts.......... (3,212) (3,780)
--------- --------
Receivables, net................................. $ 148,781 $ 92,199
========= ========
</TABLE>
5
<PAGE>
Advance Holding Corporation and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
Sixteen Week Periods Ended April 24, 1999 and April 25, 1998
(dollars in thousands)
(unaudited)
(Continued)
3. Inventories:
Inventories are stated at the lower of cost or market using the last-in,
first-out (LIFO) method. An actual valuation of inventory under the LIFO method
can be made only at the end of each year based on the inventory levels and costs
at that time. Accordingly, interim LIFO calculations must be based on
management's estimates of expected year-end inventory levels and costs. The
Company capitalizes certain purchasing and warehousing costs into inventory.
Purchasing and warehousing costs included in inventory at April 24, 1999 and
January 2, 1999 were $42,590 and $41,168, respectively. Inventories consist of
the following:
<TABLE>
<CAPTION>
April 24, January 2,
1999 1999
--------- ---------
<S> <C> <C>
Inventories at FIFO....................................... $ 800,233 $ 718,909
Reserve to state inventories at LIFO...................... 12,298 10,622
--------- ---------
Inventories at LIFO....................................... 812,531 729,531
Other reserves............................................ (3,359) (3,359)
--------- ---------
$ 809,172 $ 726,172
========= =========
</TABLE>
4. Restructuring Liabilities:
Expenses associated with restructuring include estimated exit costs and
write-offs of related leasehold improvements associated with the decision to
close Advance Auto Parts stores that were in overlapping markets with certain
Parts America Stores obtained in the merger (the Western Merger) with Western
Auto Supply Company (Western). As of April 24, 1999, the Company has completed
its plan to close these stores.
In connection with the Western Merger, the Company assumed the
restructuring accrual related to Western's restructuring activities prior to the
Western Merger. As of April 24, 1999, this restructuring accrual relates
primarily to ongoing lease obligations on closed facilities and estimated
severance payments.
A reconciliation of activity with respect to these restructuring accruals
is as follows:
<TABLE>
<CAPTION>
Other Exit
Severance Costs
---------- ----------
<S> <C> <C>
Balance, January 2, 1999......................................... $ 682 $ 14,773
Reserves utilized................................................ (486) (1,767)
------- --------
Balance, April 24, 1999.......................................... $ 196 $ 13,006
======= ========
</TABLE>
As of the date of the Western Merger, management began to assess and
formulate a plan to close certain Parts America stores in overlapping markets or
stores not meeting the Company's profitability objectives, to exit certain other
facility leases, to relocate certain Western administrative functions to the
Company's headquarters and to terminate certain management, administrative and
support employees of Western. As of April 24, 1999, 101 employees have been
terminated and all of the stores have been closed. The Company expects to
finalize its plan for termination of employees and closure of any additional
Parts America stores within one year from the
6
<PAGE>
Advance Holding Corporation and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
Sixteen Week Periods Ended April 24, 1999 and April 25, 1998
(dollars in thousands)
(unaudited)
(Continued)
Western Merger date. Additional liabilities for severance, relocation, store and
other facility exit costs may result in an adjustment to purchase accounting.
A reconciliation of activity with respect to these liabilities, which are
included in restructuring accruals on the consolidated balance sheet as of April
24, 1999, is as follows:
<TABLE>
<CAPTION>
Other Exit
Severance Relocation Costs
----------- ------------ ------------
<S> <C> <C> <C>
Balance, January 2, 1999............... $ 7,738 $ 838 $ 13,732
Reserves utilized...................... (1,587) (238) (1,993)
------- ----- --------
Balance, April 24, 1999................ $ 6,151 $ 600 $ 11,739
======= ===== ========
</TABLE>
Subsequent to April 24, 1999, as a continuation of its plan, the Company
announced its intention to relocate additional administrative functions of
Western. The Company plans to integrate these functions into its corporate
headquarters in Roanoke, Virginia by the end of fiscal 1999.
5. Contingencies:
In November 1997 a plaintiff, on behalf of himself and others similarly
situated, filed a class action complaint and motion of class certification
against the Company in the circuit court for Jefferson County, Tennessee,
alleging misconduct in the sale of automobile batteries. The complaint seeks
compensatory and punitive damages. The case is in the discovery stage and
management plans a vigorous defense. In addition, three lawsuits were filed
against the Company in July 1998, for a wrongful death relating to an automobile
accident involving an employee of the Company. Management believes the financial
exposure associated with the automobile accident is covered by insurance.
In January 1999, the Company was notified by the United States
Environmental Protection Agency (EPA) that Western may have potential liability
under the Comprehensive Environmental Response Compensation and Liability Act
relating to two battery salvage and recycling sites that were in operation in
the 1970's and 1980's. The EPA has estimated that the total cleanup costs for
the site will be approximately $1.6 million. Management has begun investigating
the EPA notification. An estimate of the range of the Company's liability is
not reasonably possible until technical studies are sufficiently completed and
the amount of potential indemnification from Sears, Roebuck and Co. (Sears), if
any, is further investigated. The ultimate exposure to the Company will also
depend upon the participation of other parties named in the notification who are
believed to share in responsibility.
The Company is also involved in various other claims and lawsuits arising
in the normal course of business. Although the final outcome of these legal
matters cannot be determined, based on the facts presently known, it is
management's opinion that the final outcome of such claims and lawsuits will not
have a material adverse effect on the Company's financial position or results of
operations.
6. Related Parties:
The following table presents the related party transactions with Sears as
of April 24, 1999 and for the period from January 2, 1999 to April 24, 1999:
7
<PAGE>
Advance Holding Corporation and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
Sixteen Week Periods Ended April 24, 1999 and April 25, 1998
(dollars in thousands)
(unaudited)
(Continued)
<TABLE>
<S> <C>
Net sales to Sears............................................................... $ 1,052
Shared services revenue.......................................................... 1,079
Shared services expense.......................................................... (744)
Credit card fee expense.......................................................... (885)
Receivables from Sears........................................................... 7,395
Payables to Sears................................................................ (13,537)
</TABLE>
7. Stock Options:
On April 16,1999, the Board of Directors authorized 230,000 shares for
future grants of non-qualified stock options to purchase shares of the Company's
stock to officers and key employees. The fixed price service options will vest
equally over a three year period from the grant date and terminate on the
seventh anniversary of the grant.
8. Segment and Related Information:
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" requires entities to report financial and descriptive information
related to segments within the organization.
The Company has the following reportable segments: Advance Holding, Advance
Stores and Western. Advance Holding consists primarily of the administrative
operations of the holding company. Advance Stores consist of the retail
operations of the Company including the converted and non-converted Parts
America stores. Western consists of the wholesale operations, including
distribution services to independent dealers and three franchisees, and 41
retail stores all operating under the "Western Auto" name.
As of April 24, 1999, the Company continues to formulate an appropriate
management reporting approach for the Western operations. For the period from
January 2, 1999 to April 24, 1999, management continued to receive and use
financial information aggregated at the Western level in evaluating the
performance of the acquired operations.
The Company is in the process of converting Parts America stores to Advance
Auto Parts stores and expects to complete the conversion during fiscal 1999.
<TABLE>
<CAPTION>
Advance Advance
1st Quarter, 1999 Holding Stores(a) Western(b) Consolidated
- ----------------------------------- ---------- ---------- ------------ --------------
<S> <C> <C> <C> <C>
Net sales $ -- $ 529,466 $ 140,262 $ 669,728
Loss before income tax benefit (2,577)(c) (28,094)(c) (4,630) (35,301)
Segment assets 5,129 (c) 1,127,769 (c) 282,133 1,415,031
1st Quarter, 1998
- ----------------------------------- ---------- ---------- ------------ --------------
Net sales $ -- $ 288,963 $ -- $ 288,963
Loss before income tax benefit 77 (4,127) -- (4,050)
Segment assets 12,382 (c) 562,975 (c) -- 575,357
</TABLE>
footnotes on following page
8
<PAGE>
Advance Holding Corporation and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
Sixteen Week Periods Ended April 24, 1999 and April 25, 1998
(dollars in thousands)
(unaudited)
(Continued)
- --------------------------
(a) At April 24, 1999 and April 25, 1998, total revenues include approximately
$49,469 and $34,006, respectively, related to revenues derived from
commercial sales including existing Advance Auto Parts stores and Parts
America stores after store level management information system conversion.
(b) During first quarter fiscal 1999, certain accounts and the corresponding
activity related to the Parts America store operations were transferred to
Advance Stores through a dividend to and an assumption of liabilities by
Advance Stores.
(c) Excludes investment in and equity in net loss of subsidiaries.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Advance Holding Corporation ("Holding") conducts all of its operations
through its wholly owned subsidiary, Advance Stores Company, Incorporated (the
"Company"). The Company is the second largest retailer of automotive parts and
accessories in the United States. As of April 24, 1999, the Company had 1,576
stores in 39 states, Puerto Rico and the U.S. Virgin Islands operating under the
"Advance Auto Parts," "Parts America" and "Western Auto" names. In addition,
the Company supplies approximately 725 stores in 48 states through the Western
dealer network.
The Company was formed in 1929. In the 1980s, the Company sharpened its
marketing focus to target sales of automotive parts and accessories to "do-it-
yourself" ("DIY") customers and accelerated its growth strategy. From the 1980s
through the present, the Company has grown significantly through new store
openings and strategic acquisitions. In 1996, the Company began to aggressively
expand its sales to "do-it-for-me" ("DIFM") customers by implementing a
commercial delivery program which supplies parts and accessories to third party
automotive service and repair providers.
The following discussion of the consolidated historical results of
operations and financial condition of Holding should be read in conjunction with
the unaudited condensed consolidated financial statements of Holding and the
notes thereto included elsewhere in this Form 10-Q. The following discussion
and analysis covers periods before completion of the Recapitalization, as
described below. Holding's first quarter consists of 16 weeks and its other
three quarters consist of 12 weeks.
Forward-Looking Statements
This Management's Discussion and Analysis of Financial Condition and
Results of Operations and other sections of this quarterly report contain
certain "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. These statements include without limitation the
words "believes," "anticipates," "estimates," "intends," "expects," and words of
similar import. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results,
performance or achievements of Holding and the Company or the retail industry to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.
These potential risks and uncertainties include, among others, the
following: general economic and business conditions; Holding's and the Company's
substantial leverage and debt service obligations; restrictions on Holding's and
the Company's ability to pursue its business strategies imposed by restrictive
loan covenants; changes in business strategy or development plans; competition;
weather conditions; integration of the Western Merger (as defined below);
extent of the market demand for auto parts; availability of inventory supply;
adequacy and perception of customer service, product quality and defect
experience; availability of and ability to take advantage of vendor pricing
programs and incentives; rate of new store openings; cannibalization of store
sites; mix and types of merchandise sold; governmental regulation of products;
new store development; performance of information systems; effectiveness of
deliveries from distribution centers; ability to hire, train and retain
qualified employees; and environmental risks. Forward-looking statements
regarding revenues, expenses, cash flows and liquidity are particularly subject
to a variety of assumptions, some or all of which may not be realized. Given
these uncertainties, prospective investors are cautioned not to place undue
reliance on such forward-looking statements. The Company disclaims any
obligation to update any such factors or to publicly announce the results of any
revisions to any of the forward-looking statements contained herein to reflect
future events or developments.
General
During the first quarter of 1998, Holding consummated a recapitalization
through the sale of common stock, the issuance of debt, the redemption of common
and preferred stock and the repayments of notes payable and long-term debt (the
"Recapitalization"). Additionally, on November 2, 1998, Western Auto Supply
Company merged into a subsidiary of the Company (the "Western Merger"). As a
result of the Western Merger, the Company issued to WA Holding Co., a wholly
owned subsidiary of Sears, Roebuck and Co. ("Sears"), 11,474,606 shares of
Common Stock of Holding (the "Holding Common Stock") representing approximately
40.6% of the outstanding Holding Common, in addition to cash and assumption of
certain liabilities.
As a result of the Western Merger, the Company added 612 auto parts stores
in the United States. The Parts America stores are similar to the Advance Auto
Parts stores in terms of size, format and product offerings. In addition,
Western Auto Supply Company operated 38 auto parts and service stores in Puerto
Rico and the U.S. Virgin Islands and one store in each of California and Hawaii
under the "Western Auto" name (the "Service Stores"). The Service Stores offer
automotive parts and accessories as well as service, repairs, tires and certain
non-automotive goods. Western Auto Supply Company also supplied a wholesale
dealer network in 48 states.
10
<PAGE>
As of the date of the Western Merger, management formalized a plan to close
certain Parts America and Advance Auto Parts stores in overlapping markets or
stores not meeting the Company's profitability objectives, to exit certain other
facility leases, to relocate certain administrative functions supporting the
Parts America stores to the Company's headquarters and to terminate certain
management, administrative and support employees of the Service Stores and
wholesale dealer network. As of April 24, 1999, 101 employees have been
terminated, 52 Parts America stores and 30 Advance Auto Parts stores have been
closed and the integration of the administrative functions associated with the
Parts America stores is substantially complete. Subsequent to April 24, 1999, as
a continuation of its plan, the Company announced its intention to relocate
additional administrative functions supporting the Service Stores and wholesale
dealer network. The Company plans to integrate these functions into its
corporate headquarters in Roanoke, Virginia by the end of fiscal 1999. The
Company expects to finalize its plan for termination of employees and evaluate
the closure of additional stores in overlapping markets as well other potential
facility closures as a result of the Western Merger within one year from the
date of the Western Merger. Additional liabilities for severance, relocation,
store closing and other facility exit costs may result in an adjustment to
purchase accounting.
Since the fourth quarter of 1998, the Company has been in the process of
converting the remaining Parts America stores to Advance Auto Parts stores (the
"Parts America Conversion"). The Parts America Conversion changes certain
merchandise lines (the "Merchandise Conversion"), store level management
information systems (the "MIS Conversion"), and the format and name of the Parts
America stores to conform with the Advance Auto Parts stores. As of April 24,
1999, Holding had completed all Merchandise Conversions, 372 MIS Conversions and
143 Physical Conversions. Holding expects to complete the MIS Conversions by
the end of the second quarter of 1999 and the Physical Conversions by the end of
fiscal 1999. The Company does not plan to convert the Service Stores as part of
the Parts America Conversion.
The Company expects to achieve benefits from the Western Merger through
improved product pricing and terms from vendors, consolidated advertising,
distribution and corporate support efficiencies, and the closure of certain
overlapping locations. However, due to the Western Merger, the Company has
incurred and expects to incur additional store closing, store conversion,
distribution center conversion and system conversion expenses, other exit costs
as part of the Parts America Conversion and other integration costs. In
addition, the Company, as part of its plan, will continue to liquidate at
reduced prices certain SKUs carried in the Parts America inventory.
Results of Operations
The following tables set forth the statement of operations data for Holding
expressed in dollars and as a percentage of net sales for the periods indicated.
11
<PAGE>
<TABLE>
<CAPTION>
Sixteen Weeks Ended
(unaudited)
April 24, April 25,
1999 1998
--------- ---------
(dollars in thousands)
<S> <C> <C>
Net sales............................................................... $ 669,728 $ 288,963
Cost of sales........................................................... 437,984 176,377
--------- ---------
Gross profit............................................................ 231,744 112,586
Selling, general and administrative expenses............................ 231,066 98,441
Expenses associated with Recapitalization............................... -- 14,005
Expenses associated with merger integration............................. 16,918 --
Expenses associated with private company................................ -- 845
Expenses associated with non-cash compensation.......................... 557 --
--------- ---------
Operating loss.......................................................... (16,797) (705)
--------- ---------
Interest expense........................................................ 18,559 3,341
Other expense, net...................................................... (55) 4
Income tax benefit...................................................... (10,359) (1,698)
--------- ---------
Net loss................................................................ $ (24,942) $ (2,352)
========= =========
</TABLE>
<TABLE>
<CAPTION>
Sixteen Weeks Ended
(unaudited)
April 24, April 25,
1999 1998
--------- ---------
(dollars in thousands)
<S> <C> <C>
Net sales............................................................... 100.0% 100.0%
Cost of sales........................................................... 65.4 61.0
--------- ---------
Gross profit............................................................ 34.6 39.0
Selling, general and administrative expenses............................ 34.5 34.1
Expenses associated with Recapitalization............................... -- 4.8
Expenses associated with merger integration............................. 2.5 --
Expenses associated with private company................................ -- 0.3
Expenses associated with non-cash compensation.......................... 0.1 --
--------- ---------
Operating loss.......................................................... (2.5) (0.2)
--------- ---------
Interest expense........................................................ 2.7 1.2
Other expense, net...................................................... -- --
Income tax benefit...................................................... (1.5) (0.6)
--------- ---------
Net loss................................................................ (3.7)% (0.8)%
========= =========
</TABLE>
Net sales consist primarily of comparable store net sales, new store net
sales and, for the sixteen weeks ended April 24, 1999, sales resulting from the
Western Merger. Comparable store net sales is calculated based on the change in
net sales starting once a store has been opened for thirteen complete accounting
periods (each period represents four weeks). Relocations are included in
comparable store net sales from the date of opening. Additionally, each
converted Parts America store will be included in the comparable store net sales
calculation after thirteen complete accounting periods following its physical
conversion to an Advance Auto Parts store. Holding has not included and
currently does not plan to include Service Stores in its comparable store net
sales calculation.
12
<PAGE>
Holding's cost of goods sold includes merchandise costs and warehouse and
distribution expenses. Gross profit as a percentage of net sales may be
affected by variations in Holding's product mix, price changes in response to
competitive factors and fluctuations in merchandise costs and vendor programs.
Selling, general and administrative expenses are comprised of store
payroll, store occupancy, net advertising expenses, depreciation and
amortization, other store expenses and general and administrative expenses,
including salaries and related benefits of corporate employees, administrative
office expenses, data processing, professional expenses and other related
expenses.
Sixteen Weeks Ended April 24, 1999 Compared to Sixteen Weeks Ended April 25,
1998
Net sales for the sixteen weeks ended April 24, 1999 were $669.7 million,
an increase of $380.7 million over net sales for the sixteen weeks ended April
25, 1998. The net sales increase was a result of the Western Merger, comparable
store sales increase of 13.9% and new stores opened within the last year. The
comparable sales increase was due to increased product availability, continued
growth in the commercial sales program, closure of certain Parts America stores
in overlapping markets and maturation of the stores opened in 1997. Comparable
store sales increased 3.7% for the sixteen weeks ended April 25, 1998.
During the sixteen weeks ended April 24, 1999, Holding opened 31 new
stores, reopened one closed location, relocated two stores, and closed 23 stores
in addition to the stores closed due to relocations (20 of which were in
connection with the Western Merger store closure program). Also, Holding added
260 stores to its commercial delivery program, bringing the total to 792 stores.
As of April 24, 1999, Holding operated 1,576 stores in 39 states, Puerto Rico
and the U.S. Virgin Islands and supplied approximately 725 independent dealers
through the wholesale dealer network.
Gross profit for the sixteen weeks ended April 24, 1999 was $231.7 million,
or 34.6% of net sales, compared with $112.6 million, or 39.0% of net sales, in
the sixteen weeks ended April 25, 1998. The decrease in the gross profit
percentage resulted largely from the lower margins associated with the wholesale
dealer network and the liquidation of certain product lines related to the
Merchandise Conversion. Excluding the impact of the liquidation of certain
product lines, Holding's gross profit percentage on Advance Auto Parts and Parts
America stores would have increased as a result of generally better pricing and
more favorable terms from its vendors as well as the increased vendor support in
the sixteen weeks ended April 24, 1999 compared to the sixteen weeks ended April
25, 1998. This increase in vendor support from long-term vendor agreements
renegotiated as a result of the Western Merger, which will provide for price
reductions on future purchases, has also resulted in deferred revenue for
amounts from vendors that have not yet been earned.
Selling, general, and administrative expenses, before expenses associated
with the Recapitalization, restructuring, merger integration, private company
and non-cash compensation, increased to $231.1 million, or 34.5% of net sales,
in the sixteen weeks ended April 24, 1999 from $98.4 million, or 34.1% of net
sales, in the sixteen weeks ended April 25, 1998. The increase as a percentage
of sales was due primarily to the increase in advertising costs and costs
associated with the Company's national managers' conference. This increase was
partially offset by a decrease in occupancy expense due to a higher percentage
of owned locations. Holding recorded $16.9 million in integration and transition
expenses and $.6 million of non-cash compensation for the sixteen weeks ended
April 24, 1999 and $14.0 million of Recapitalization expenses and $.8 million in
private company expenses for the sixteen weeks ended April 25, 1998. Integration
and transition expenses consist primarily of store and merchandise conversions,
professional services, travel, training and project incentives.
Operating income, as adjusted for expenses associated with the
Recapitalization, restructuring, merger integration, private company and non-
cash compensation in the sixteen weeks ended April 24, 1999 was $0.7 million, or
0.1% of net sales, as compared to $14.1 million, or 4.9% of net sales, in the
sixteen weeks ended April 25, 1998.
EBITDA (operating income plus depreciation and amortization), as adjusted
for expenses associated with the Recapitalization, restructuring, merger
integration, private company and non-cash compensation was $17.9 million in the
sixteen weeks ended April 24, 1999, or 2.7% of net sales, as compared to $21.6
million, or 7.5% of net
13
<PAGE>
sales, in the sixteen weeks ended April 25, 1998. EBITDA is not intended to
represent cash flow from operations as defined by GAAP and should not be
considered as a substitute for net income as an indicator of operating
performance or as an alternative to cash flow (as measured by GAAP) as a measure
of liquidity. Holding's method for calculating EBITDA may differ from similarly
titled measures reported by other companies. Management believes certain one
time expenses, expenses associated with the Recapitalization, restructuring,
merger integration, private company and non-cash compensation should be
eliminated from the EBITDA calculation to evaluate the operating performance of
the Company.
Interest expense in the sixteen weeks ended April 24, 1999 was $18.6
million, or 2.7% of net sales, compared to $3.3 million, or 1.2% of net sales,
in the sixteen weeks ended April 25, 1998. The increase in interest in the
sixteen weeks ended April 24, 1999 was primarily due to the increase in debt
related to the Recapitalization, the additional debt incurred in the Western
Merger, increased borrowings under the Company's revolver and higher interest
rates.
Income tax benefit for the sixteen weeks ended April 24, 1999 was $10.4
million compared to a benefit of $1.7 million in the sixteen weeks ended April
25, 1998, with effective tax rates of 29.3% and 41.9%, respectively. This
decrease in effective tax rate was primarily due to increases in permanent tax
differences. The Company believes it will realize these tax benefits because of
loss carrybacks to prior periods, reversal of temporary differences, tax
planning strategies and anticipated future earnings.
As a result of the above factors, Holding recorded a net loss of $24.9
million in the sixteen weeks ended April 24, 1999 as compared to a net loss of
$2.4 million in the sixteen weeks ended April 25, 1998. As a percentage of net
sales, net loss for the sixteen weeks ended April 24, 1999 was 3.7% as compared
to 0.8% for the sixteen weeks ended April 25, 1998.
Liquidity and Capital Resources
Holding's primary capital requirements have been the funding of its
continued store expansion program, store relocations and remodels, inventory
requirements, the construction and upgrading of distribution centers, the
development and implementation of proprietary information systems and the
Western Merger. Holding has financed its growth through a combination of
internally generated funds, borrowings and issuances of equity.
Holding's new stores require capital expenditures of approximately $120,000
per store and an inventory investment of approximately $400,000 per store. A
substantial portion of these inventories are financed through vendor payables.
Pre-opening expenses, consisting primarily of store set-up costs and training of
new store employees, average approximately $25,000 per store and are expensed
when incurred. The Company expects to open between 80 and 100 new stores during
fiscal year 1999. Additionally, the Parts America Conversion will require
capital expenditures of approximately $80,000 and conversion expense of
approximately $30,000 per store. Generally, Parts America stores carried
approximately $100,000 more inventory (including support inventory in the
distribution centers) than Advance Auto Parts stores. Holding expects to reduce
the inventory levels in the Parts America stores to Holding's average over the
next 9-15 months.
For the sixteen weeks ended April 24, 1999, net cash used in operating
activities was $68.7 million. Of this amount, $24.9 million was due to a net
loss. Depreciation and amortization provided an additional $17.2 million of
funds, amortization of deferred debt issuance costs and bond discount provided
an additional $3.8 million and $64.8 million was used in working capital and
other purposes. Net cash used for investing activities was $27.1 million and was
comprised primarily of net capital expenditures of approximately $29.2 million.
Net cash provided by financing activities was $82.7 million and was comprised
primarily of net borrowings.
Holding believes it will have sufficient liquidity to fund its debt service
obligations and implement its growth strategy over the next twelve months. As
of April 24, 1999, Holding and the Company had outstanding indebtedness
consisting of $68.2 million of Senior Discount Debentures (the "Debentures"),
$200.0 million of Senior Subordinated Notes (the "Senior Subordinated Notes"),
borrowings of $301.0 million under its bank credit facility (the "Bank Credit
Facility") and $10.0 million of indebtedness under the McDuffie County
Development Authority Taxable Industrial Bonds ("IRB").
14
<PAGE>
The Debentures accrete at a rate of 12.875%, compounded semiannually, to an
aggregate principal amount of $112.0 million by April 15, 2003. Commencing
April 15, 2003, cash interest on the Debentures will accrue and be payable
semiannually at a rate of 12.875% per annum. The Indenture governing the
Debentures contains certain covenants that, among other things, limit the
ability of Holding and its restricted subsidiaries to incur indebtedness and
issue preferred stock, repurchase stock and certain indebtedness, engage in
transactions with affiliates, create or incur certain liens, pay dividends or
certain other distributions, make certain investments, enter into new
businesses, sell stock of restricted subsidiaries, sell assets and engage in
certain mergers and consolidations.
The Senior Subordinated Notes bear interest at a rate of 10.25%, payable
semiannually, and require no principal payments until maturity. The Indenture
governing the Senior Subordinated Notes contains certain covenants that limit,
among other things, the ability of the Company and its restricted subsidiaries
to incur additional indebtedness and issue preferred stock, pay dividends or
certain other distributions, issue stock of subsidiaries, make certain
investments, repurchase stock and certain indebtedness, create or incur liens,
engage in transactions with affiliates, enter into new businesses, sell stock of
restricted subsidiaries and restrict the Company from engaging in certain
mergers or consolidations and sell assets. The $10.0 million principal amount
IRB bears interest at a variable rate and will require no principal payments
until maturity in November 2002.
The Company has access to a total of $465.0 million through the Bank Credit
Facility in addition to its operating cash flow. The Bank Credit Facility
provides for (i) a $125.0 million Tranche B term loan, which was made at the
closing of the Recapitalization; (ii) a revolver with maximum borrowings
including letters of credit of approximately $125.0 million, of which $26.3
million was available on April 24, 1999, (iii) a $125.0 million delayed draw
term loan (which was undrawn as of April 24, 1999), of which $50.0 million is
available to the Company through October 15, 1999 and $75.0 million is available
to the Company through April 15, 2001, and (iv) a $90.0 million deferred term
loan facility, which was drawn at the closing of the Western Merger. As of June
7, 1999, the Company expects to fully draw the $50.0 million of the delayed draw
term loan by June 11, 1999, which will be used to reduce the outstanding
revolver balance. The term loan facilities, other than the Tranche B term loan,
will mature on the sixth anniversary of initial borrowing, and the Tranche B
term loan will mature on the eighth anniversary of initial borrowing. Annual
principal payments on the term loan facilities prior to the sixth anniversary of
initial borrowing will be nominal; thereafter, required principal payments will
be approximately $236.5 million in 2004, $60.0 million in 2005 and $30.0 million
in 2006, assuming the term loan facilities have been fully borrowed. The
revolving loan facility will mature on the sixth anniversary of initial
borrowing. Until the delivery to the lenders of the Company's consolidated
financial statements for the first four fiscal quarters after the closing of the
Recapitalization, the interest rates under the delayed draw facilities and the
revolver are based, at the option of the Company, on either a Eurodollar rate
plus 2.25% per annum or a base rate plus 1.25% per annum. From and after the
delivery of such consolidated financial statements, the interest rates under the
delayed draw facilities and the revolver will be determined by reference to a
pricing grid that will provide for reductions in the applicable interest rate
margins based on the Company's trailing total debt to EBITDA ratio (as defined
in the Bank Credit Facility). The initial margins will be 2.25% and 1.25% for
Eurodollar and base rate borrowings, respectively, and can step down to 1.75%
and 0.75%, respectively, if the Company's total debt to EBITDA ratio is less
than or equal to 4.00 to 1.00. The interest rate under the Tranche B term loan
and the deferred term loan facility is based, at the option of the Company, on a
Eurodollar rate plus 2.50% or a base rate plus 1.50%.
The Bank Credit Facility contains covenants restricting the ability of the
Company and its subsidiaries to, among others things, (i) pay dividends on any
class of capital stock or make any payment to purchase, redeem, retire, acquire,
cancel or terminate capital stock, (ii) prepay, redeem, retire, acquire, cancel
or terminate debt, (iii) incur liens or engage in sale-leaseback transactions,
(iv) make loans, investments, advances or guarantees, (v) incur additional debt
(including hedging arrangements), (vi) make capital expenditures, (vii) engage
in mergers, acquisitions and asset sales, (viii) engage in transactions with
affiliates, (ix) enter into any agreement which restricts the ability to create
liens on property or assets or the ability of subsidiaries to pay dividends or
make payments on advances or loans to the Company or other subsidiaries; (x)
change the nature of the business conducted by the Company and its subsidiaries,
(xi) change the passive holding company status of Holding, and (xii) amend
existing debt agreements or the Company's or Holding's certificate of
incorporation, by-laws or other organizational documents. The Company is also
required to comply with financial covenants in the Bank Credit Facility with
respect to (a) limits on annual aggregate capital expenditures,(b) a maximum
leverage ratio, (c) a
15
<PAGE>
minimum interest coverage ratio, and (d) a minimum retained cash earnings test.
The Company is generally prohibited from paying dividends (including to Holding)
except that as long as no defined event of default under the Bank Credit
Facility then exists, the Company will be permitted to pay dividends to Holding
in an amount sufficient to cover the cash interest due on the Debentures
commencing October 15, 2003. The Company believes it is in compliance with the
above covenants under the Bank Credit Facility as of April 24, 1999.
The loans under the Bank Credit Facility are secured by a first priority
security interest in substantially all tangible and intangible assets of the
Company. Amounts available to the Company under the revolver and delayed draw
term loans are subject to a borrowing base formula, which is based on certain
percentages of the Company's inventories. As of April 24, 1999, $237.3 million
was available under these facilities, net of $12.7 million outstanding for
letters of credit. The Company intends to use borrowings under the revolver and
delayed draw term loans for store expansion, the Parts America Conversion and
funding of working capital. Borrowings under the Bank Credit Facility are
required to be prepaid, subject to certain exceptions, with (a) 50% of defined
excess cash flow, (b) 100% of the net cash proceeds of all asset sales or other
dispositions of property by the Company and its subsidiaries (including certain
insurance and condemnation proceeds), subject to certain exceptions (including
exceptions for (i) reinvestment of certain asset sale proceeds within 360 days
of such sale and (ii) certain sale-leaseback transactions), (c) 100% of the net
proceeds of issuances of debt obligations of the Company and its subsidiaries,
and (d) 100% of the net proceeds of issuance of equity of the Company and its
subsidiaries. Because increases in net working capital, capital expenditures
and debt repayments are deducted in calculating excess cash flow, the Company
does not anticipate that the prepayment obligation under the Bank Credit
Facility in respect thereof will have a material effect on its operating
strategy. With respect to growth through acquisitions, the operation of this
covenant may result in the application of cash resources for prepayments which
would require the Company to secure additional equity or debt financing to fund
an acquisition, but while no assurance can be given, the Company does not
anticipate that this would have a material effect on its ability to finance
acquisitions in the future.
As a holding company, Holding relies on dividends from the Company as its
primary source of liquidity. Holding does not have and in the future may not
have any assets other than the capital stock of the Company. The ability of the
Company to pay cash dividends to Holding when required is restricted by law and
the terms of the Company's debt instruments, including the Credit Facility and
the Senior Subordinated Notes. No assurance can be made that the Company will
be able to pay cash dividends to Holding when required on the Debentures.
Seasonality
The Company's business is somewhat seasonal in nature, with the highest
sales occurring in the spring and summer months. In addition, the Company's
business is affected by weather conditions. While unusually heavy precipitation
tends to soften sales as elective maintenance is deferred during such periods,
extremely hot and cold weather tends to enhance sales by causing parts to fail.
Year 2000 Conversion
The following discussion about the implementation of the Company's Year
2000 program, the costs expected to be associated with the program and the
results the Company expects to achieve constitute forward-looking information.
As noted below, there are many uncertainties involved in the Year 2000 issue,
including the extent to which the Company will be able to adequately provide for
contingencies that may arise, as well as the broader scope of the Year 2000
issue as it may affect third parties and the Company's business partners.
Accordingly, the costs and results of the Company's Year 2000 program and the
extent of any impact on the Company's results of operations could vary
materially from that stated herein.
A significant percentage of the software that runs most computers relies on
two-digit date codes to perform computations and decision-making functions.
Commencing on January 1, 2000, these computer programs may fail from an
inability to interpret date codes properly, misinterpreting "00" as the year
1900 rather than 2000. The Company believes it has completed the identification
of all necessary internal software changes required due to the Year 2000 issue.
The Company has appointed an internal Year 2000 project manager and remediation
team and has adopted a four phase approach of assessment, remediation, testing,
and contingency planning. The scope
16
<PAGE>
of the project includes all internal software, hardware, operating systems, and
assessment of risk to the business from vendors and other partners' Year 2000
issues. The assessment of all internal systems has been completed, the
remediation and testing phases are in progress, and contingency planning for
certain information technology systems has begun.
The Company is utilizing internal and external resources to correct,
replace, and test its software for Year 2000 compliance. The Company expects and
plans to complete the Year 2000 project no later than August 1999. The total
cost of the Year 2000 project is estimated at $5.2 million. Of that cost,
approximately $2.5 million represents the purchase of new software and hardware,
which will be capitalized. The remaining costs were or will be expensed as
incurred during fiscal 1998 and 1999. As April 24, 1999, the Company has spent
approximately $3.4 million on the Year 2000 project.
The Company's Year 2000 program is designed to minimize the possibility of
serious Year 2000 interruptions. Possible Year 2000 worst case scenarios
include the interruption of significant parts of the Company's business as a
result of critical information systems failure or the failure of vendors,
distributors or service providers. Since these possibilities cannot be
eliminated, ongoing communications have been established with almost all vendors
and other partners to monitor their progress in resolving Year 2000 issues, most
of which the Company believes are making substantial progress. However, the
Company cannot guarantee that Year 2000 related systems issues of its business
partners will be corrected in a timely manner or that the failure of its
business partners to correct these issues would not have a material adverse
effect.
The Company has begun to develop contingency plans in the event a business
interruption caused by Year 2000 problems should occur. For certain information
technology systems, contingency plans are in place. Elements of the Company's
contingency plans include: switching of vendors, back-up systems that do not
rely on computers, and the stockpiling of certain products in the months before
the Year 2000.
The cost and time estimated for the Year 2000 project are based on the
Company's best estimates. There can be no guarantee that these estimates will
be achieved or that planned results will be achieved. Risks factors include,
but are not limited to, the retention of internal and external resources
dedicated to the project, the timely delivery of software corrections from
external vendors, and the successful completion of key business partners' Year
2000 projects.
17
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
18
<PAGE>
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.
ADVANCE HOLDING CORPORATION,
a Virginia corporation
June 8, 1999 By: /s/ J. O'Neil Leftwich
----------------------
J. O'Neil Leftwich
Chief Financial Officer
(Duly Authorized Officer and Principal
Financial Officer)
S-1
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JAN-01-2000
<PERIOD-START> JAN-03-1999
<PERIOD-END> APR-24-1999
<CASH> 23,060
<SECURITIES> 0
<RECEIVABLES> 151,993
<ALLOWANCES> 3,212
<INVENTORY> 809,172
<CURRENT-ASSETS> 996,803
<PP&E> 504,206
<DEPRECIATION> 115,572
<TOTAL-ASSETS> 1,415,031
<CURRENT-LIABILITIES> 635,442
<BONDS> 0
0
0
<COMMON> 283
<OTHER-SE> 134,441
<TOTAL-LIABILITY-AND-EQUITY> 1,415,031
<SALES> 669,728
<TOTAL-REVENUES> 669,728
<CGS> 437,984
<TOTAL-COSTS> 437,984
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,559
<INCOME-PRETAX> (35,301)
<INCOME-TAX> 10,359
<INCOME-CONTINUING> (24,942)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (24,942)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
