<PAGE>
UNITED STATES
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, 1994
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 No. 1-3381
------
The Pep Boys - Manny, Moe & Jack
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0962915
------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer ID number)
incorporation or organization)
3111 W. Allegheny Ave. Philadelphia, PA 19132
---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
215-229-9000
----------------------------------------------------
(Registrant's telephone number, including area code)
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 and 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 August 17, 1994 there were 61,331,079 shares of the registrant's Common
Stock outstanding.
<PAGE>
<PAGE>2
- - -------------------------------------------------------------------
Index Page
- - -------------------------------------------------------------------
PART I - FINANCIAL INFORMATION
- - ------------------------------
Item 1. Condensed Consolidated
Financial Statements (Unaudited)
Consolidated Balance Sheets -
July 30, 1994 and January 29, 1994 3
Consolidated Statements of Earnings -
Thirteen and Twenty-six weeks ended
July 30, 1994 and July 31, 1993 4
Condensed Consolidated Statements of
Cash Flows - Twenty-six weeks ended
July 30, 1994 and July 31, 1993 5
Notes to Condensed Consolidated
Financial Statements 6
Management's Discussion and Analysis
of Financial Condition and Results of
Operations 7-11
PART II - OTHER INFORMATION 12
- - ---------------------------
SIGNATURE 13
- - -------------------------------------------------------------------
<PAGE>
<PAGE>3
<TABLE>
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands, except per share amounts)
<CAPTION>
July 30, 1994 Jan. 29, 1994*
------------- --------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash....................................................... $ 16,792 $ 12,050
Accounts receivable, net................................... 2,329 1,525
Merchandise inventories.................................... 366,696 305,872
Deferred income taxes...................................... 10,058 9,100
Other...................................................... 9,781 13,161
------------- -------------
Total Current Assets.................................... 405,656 341,708
Property and Equipment-at cost
Land....................................................... 203,781 183,601
Building and improvements.................................. 528,468 500,467
Furniture, fixtures and equipment.......................... 240,959 229,730
Construction in progress................................... 22,093 9,364
------------ -------------
995,301 923,162
Less accumulated depreciation and amortization............. 220,940 199,710
------------- -------------
Total Property and Equipment............................ 774,361 723,452
Other........................................................ 14,729 13,358
------------- -------------
Total Assets.................................................. $1,194,746 $1,078,518
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Checks outstanding......................................... $ 24,934 $ 22,193
Accounts payable........................................... 100,449 104,248
Accrued expenses........................................... 79,775 59,574
Short-term borrowings...................................... 92,700 54,500
Income taxes payable....................................... 5,636 1,278
Current maturities of long-term debt....................... 7,150 7,397
------------- -------------
Total Current Liabilities............................... 310,644 249,190
Long-Term Debt, less current maturities...................... 301,565 253,000
Deferred Income Taxes........................................ 28,569 28,569
Commitments
Stockholders' Equity:
Common Stock, par value $1 per share:
Authorized 500,000,000 shares - Issued and
outstanding 61,321,080 and 61,060,055..................... 61,321 61,060
Additional paid-in capital................................. 126,309 122,977
Retained earnings.......................................... 420,309 388,653
------------- ------------
607,939 572,690
Less:
Treasury Stock, 53,900 and 948,200 shares at cost........ 1,607 24,931
Shares held in benefits trust, 1,965,200 shares at cost.. 52,364 -
------------- ------------
Total Stockholders' Equity.............................. 553,968 547,759
------------- ------------
Total Liabilities and Stockholders' Equity.................... $1,194,746 $1,078,518
============= ============
<FN>
See notes to condensed consolidated financial statements.
*Taken from the audited financial statements at Jan. 29, 1994.
/TABLE
<PAGE>
<PAGE>4
<TABLE>
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(dollar amounts in thousands, except per share amounts)
UNAUDITED
<CAPTION>
Thirteen weeks ended Twenty-six weeks ended
--------------------------------- ---------------------------------
July 30, 1994 July 31, 1993 July 30, 1994 July 31, 1993
------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
Merchandise Sales.................................... $319,775 $285,722 $610,601 $546,174
Service Revenue...................................... 50,620 43,424 97,494 82,119
------------- ------------- ------------- -------------
Total Revenues....................................... 370,395 329,146 708,095 628,293
Costs of Merchandise Sales........................... 226,640 206,609 434,863 398,156
Costs of Service Revenue............................. 40,870 34,785 79,820 67,596
------------- ------------- ------------- -------------
Total Costs of Revenues.............................. 267,510 241,394 514,683 465,752
Gross Profit from Merchandise Sales.................. 93,135 79,113 175,738 148,018
Gross Profit from Service Revenue.................... 9,750 8,639 17,674 14,523
------------- ------------- ------------- -------------
Total Gross Profit................................... 102,885 87,752 193,412 162,541
Selling, General and Administrative Expenses......... 60,437 53,526 118,363 103,222
------------- ------------- ------------- -------------
Operating Profit..................................... 42,448 34,226 75,049 59,319
Nonoperating Income.................................. 1,086 943 2,185 2,031
Interest Expense..................................... 6,056 5,087 11,776 10,099
------------- ------------- ------------- ------------
Earnings Before Income Taxes and Cumulative
Effect of Change in Accounting Principle............ 37,478 30,082 65,458 51,251
Income Taxes......................................... 13,960 10,980 24,383 18,707
------------- ------------- ------------- ------------
Earnings Before Cumulative Effect of Change in
Accounting Principle................................ 23,518 19,102 41,075 32,544
Cumulative Effect of Change in Accounting Principle.. - - (4,300) -
------------ ------------- ------------ -------------
Net Earnings......................................... 23,518 19,102 36,775 32,544
Retained Earnings, beginning of period............... 399,398 343,426 388,653 332,261
Cash Dividends....................................... 2,607 2,282 5,119 4,559
------------ ------------- ------------ -------------
Retained Earnings, end of period..................... $420,309 $360,246 $420,309 $360,246
============ ============= ============ =============
Earnings per Share Before Cumulative Effect
of Change in Accounting Principle................... $ .39 $ .31 $ .68 $ .53
Cumulative Effect of Change in Accounting Principle.. - - (.07) -
------------ ------------- ------------ -------------
Net Earnings per Share............................... $ .39 $ .31 $ .61 $ .53
============ ============= ============ =============
Cash Dividends per Share............................. $ .0425 $ .0375 $ .085 $ .075
============ ============= ============ =============
<FN>
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>5
<TABLE>
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)
UNAUDITED
<CAPTION>
Twenty-six weeks ended
---------------------------------
July 30, 1994 July 31, 1993
------------- -------------
<S> <C> <C>
Net Cash Provided by (Used in) Operating Activities............. $ 21,985 $(10,568)
Cash Flows from Investing Activities:
Capital expenditures............................................ (71,245) (42,227)
Proceeds from sales of assets................................... 41 87
Other, net...................................................... _ 23
------------ ------------
Net Cash Used in Investing Activities........................... (71,204) (42,117)
Cash Flows from Financing Activities:
Net borrowings under line of credit agreements.................. 93,200 14,150
Reduction of long-term debt..................................... (7,882) (30,696)
Dividends paid.................................................. (5,119) (4,559)
Acquisition of treasury stock................................... (29,946) -
Proceeds from exercise of stock options
and dividend reinvestment plan................................ 3,708 2,633
Net proceeds from sale of 6 5/8% notes.......................... - 73,892
------------ -----------
Net Cash Provided by Financing Activities....................... 53,961 55,420
------------ -----------
Net Increase in Cash................................................. 4,742 2,735
Cash at Beginning of Year............................................ 12,050 11,644
------------ -----------
Cash at End of Period................................................ $ 16,792 $ 14,379
============ ===========
<FN>
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>6
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. Condensed Consolidated Financial Statements
The consolidated balance sheet as of July 30, 1994, the consolidated
statements of earnings for the thirteen and twenty-six week periods ended
July 30, 1994 and July 31, 1993 and the condensed consolidated statements of
cash flows for the twenty-six week periods ended July 30, 1994 and July 31,
1993 have been prepared by the Company without audit. In the opinion of
management, all adjustments (which included only normal recurring adjustments
as well as the accounting change referred to in Note 3 below) necessary to
present fairly the financial position, results of operations and cash flows
at July 30, 1994 and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's January 29,
1994 annual report to shareholders. The results of operations for the
thirteen and twenty-six week periods ended July 30, 1994 are not necessarily
indicative of the operating results for the full year.
NOTE 2. Merchandise Inventories
Merchandise inventories are valued at the lower of cost (last-in, first-out)
or market. If the first-in, first-out method of valuing inventories had been
used by the Company, inventories would have been approximately $16,852,000
and $15,452,000 higher at July 30, 1994 and January 29, 1994, respectively.
NOTE 3. Postemployment Benefits
On January 30, 1994, the Company adopted SFAS No. 112, "Employers' Accounting
for Postemployment Benefits." This statement establishes accrual accounting
standards for employer-provided benefits which cover former or inactive
employees after employment, but before retirement. Adoption of this
accounting standard on January 30, 1994 resulted in a one-time charge to
earnings of $4,300,000 (net of income tax benefit of $2,552,000) or $.07 per
share recognized as a cumulative effect of a change in accounting principle.
NOTE 4. Employee Benefits Trust
On April 29, 1994, the Company established a flexible employee benefits trust
to fund a portion of its obligations arising from various employee
compensation and benefit plans. The Company has authorization to purchase
Common Stock having a value of up to $75,000,000 for sale to the trust. As
of July 30, 1994, the Company sold 1,965,200 shares of Common Stock, which it
had repurchased in the open market, with a value of $52,364,000 to the trust
in exchange for a promissory note payable to the Company.
NOTE 5. Subsequent Event
On August 24, 1994 the Company sold $86,250,000 of 4% convertible
subordinated notes due September 1, 1999. These notes are convertible into
the common stock of the Company any time on or before September 1, 1999,
unless previously redeemed, at a conversion price of $41 per share, subject
to adjustment in certain events. The Notes will be redeemable, in whole or
in part, at the option of the Company at any time on or after September 15,
1997, at the redemption price of 101% of their principal amount and at par on
or after September 1, 1998. Proceeds were used to repay portions of the
Company's variable rate debt.<PAGE>
<PAGE>7
<TABLE>
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED July 30, 1994
Results of Operations -
The following table presents for the periods indicated certain items in the consolidated statements of earnings as a
percentage of total revenues (except as otherwise provided) and the percentage change in dollar amounts of such items
compared to the indicated prior period.
<CAPTION>
Percentage of Total Revenues Percentage Change
- - ------------------------------------------------------ ---------------------------------- -----------------
Thirteen weeks ended July 30, 1994 July 31, 1993 Fiscal 1994 vs.
(Fiscal 1994) (Fiscal 1993) Fiscal 1993
- - ------------------------------------------------------ -------------- ------------- -----------------
<S> <C> <C> <C>
Merchandise Sales..................................... 86.3% 86.8% 11.9%
Service Revenue (1)................................... 13.7 13.2 16.6
------ ------ ------
Total Revenues........................................ 100.0 100.0 12.5
Costs of Merchandise Sales (2)........................ 70.9 (3) 72.3 (3) 9.7
Costs of Service Revenue (2).......................... 80.7 (3) 80.1 (3) 17.5
------ ------ ------
Total Costs of Revenues............................... 72.2 73.3 10.8
Gross Profit from Merchandise Sales................... 29.1 (3) 27.7 (3) 17.7
Gross Profit from Service Revenue..................... 19.3 (3) 19.9 (3) 12.9
------ ------ ------
Total Gross Profit.................................... 27.8 26.7 17.2
Selling, General and Administrative Expenses.......... 16.3 16.3 12.9
------ ------ ------
Operating Profit...................................... 11.5 10.4 24.0
Nonoperating Income................................... .3 .3 15.2
Interest Expense...................................... 1.6 1.5 19.0
------ ------ ------
Earnings Before Income Taxes and Cumulative Effect
of Change in Accounting Principle.................... 10.2 9.2 24.6
Income Taxes.......................................... 37.2 (4) 36.5 (4) 27.1
------ ------ ------
Earnings Before Cumulative Effect
of Change in Accounting Principle.................... 6.3 5.8 23.1
Cumulative Effect of Change in Accounting Principle... - - -
------ ------ ------
Net Earnings.......................................... 6.3 5.8 23.1
====== ====== ======
<FN>
(1) Service revenue consists of the labor charge for installing merchandise or maintaining or repairing vehicles, excluding the sale
of any installed parts or materials.
(2) Costs of merchandise sales include the cost of products sold, buying, warehousing and store occupancy costs. Costs of service
revenue include service center payroll and related employee benefits and service center occupancy costs. Occupancy costs include
utilities, rents, real estate, and property taxes, repairs and maintenance and depreciation and amortization expenses.
(3) As a percentage of related sales or revenue, as applicable.
(4) As a percentage of earnings before income taxes.
</TABLE>
<PAGE>
<PAGE>8
Thirteen Weeks Ended July 30, 1994 vs. Thirteen Weeks Ended July 31, 1993
- - ------------------------------------------------------------------------
Total revenues for the second quarter increased 13% due to a higher store
count (395 at July 30, 1994 compared with 360 at July 31, 1993) coupled with
a 5% increase in comparable store revenues (revenues generated by stores in
operation during the same months of each period). Comparable store
merchandise sales increased 4% while comparable service revenue increased 6%.
Gross profit from merchandise sales increased, as a percentage of merchandise
sales, due primarily to higher merchandise margins offset, in part, by an
increase in store occupancy costs.
Gross profit from service revenue decreased, as a percentage of service
revenue, due primarily to an increase in service center personnel costs
offset, in part, by lower service center employee benefit costs.
Selling, general and administrative expenses increased slightly, as a
percentage of total revenues, due primarily to an increase in store expenses
offset, in part, by lower media costs.
<TABLE>
Nonoperating income consisted of the following:
(in thousands)
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Rental revenue $ 319 $ 315
Investment income 226 20
Other income 541 642
Net loss on disposal of assets - (34)
------ ------
Total $1,086 $ 943
====== ======
</TABLE>
The increase in income taxes, as a percentage of earnings before income
taxes, was due primarily to a 1% increase in the federal statutory tax rate
from 34% to 35%.
The 23% increase in net earnings in 1994 as compared with 1993, was due
primarily to a 13% increase in total revenues (which includes a 5% comparable
store sales increase) coupled with an increase in gross profit from
merchandise sales, as a percentage of merchandise sales.
<PAGE>
<PAGE>9
<TABLE>
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TWENTY-SIX WEEKS ENDED July 30, 1994
Results of Operations -
The following table presents for the periods indicated certain items in the consolidated statements of earnings as a
percentage of total revenues (except as otherwise provided) and the percentage change in dollar amounts of such items
compared to the indicated prior period.
<CAPTION>
Percentage of Total Revenues Percentage Change
- - ------------------------------------------------------ ---------------------------------- -----------------
Twenty-six weeks ended July 30, 1994 July 31, 1993 Fiscal 1994 vs.
(Fiscal 1994) (Fiscal 1993) Fiscal 1993
- - ------------------------------------------------------ -------------- ------------- -----------------
<S> <C> <C> <C>
Merchandise Sales..................................... 86.2% 86.9% 11.8%
Service Revenue (1)................................... 13.8 13.1 18.7
------ ------ ------
Total Revenues........................................ 100.0 100.0 12.7
Costs of Merchandise Sales (2)........................ 71.2 (3) 72.9 (3) 9.2
Costs of Service Revenue (2).......................... 81.9 (3) 82.3 (3) 18.1
------ ------ ------
Total Costs of Revenues............................... 72.7 74.1 10.5
Gross Profit from Merchandise Sales................... 28.8 (3) 27.1 (3) 18.7
Gross Profit from Service Revenue..................... 18.1 (3) 17.7 (3) 21.7
------ ------ ------
Total Gross Profit.................................... 27.3 25.9 19.0
Selling, General and Administrative Expenses.......... 16.7 16.4 14.7
------ ------ ------
Operating Profit...................................... 10.6 9.5 26.5
Nonoperating Income................................... .3 .3 7.6
Interest Expense...................................... 1.7 1.6 16.6
------ ------ ------
Earnings Before Income Taxes and Cumulative Effect
of Change in Accounting Principle.................... 9.2 8.2 27.7
Income Taxes.......................................... 37.2 (4) 36.5 (4) 30.3
------ ------ ------
Earnings Before Cumulative Effect
of Change in Accounting Principle.................... 5.8 5.2 26.2
Cumulative Effect of Change in Accounting Principle... (.6) - -
------ ------ ------
Net Earnings.......................................... 5.2 5.2 13.0
====== ====== ======
<FN>
(1) Service revenue consists of the labor charge for installing merchandise or maintaining or repairing vehicles, excluding the sale
of any installed parts or materials.
(2) Costs of merchandise sales include the cost of products sold, buying, warehousing and store occupancy costs. Costs of service
revenue include service center payroll and related employee benefits and service center occupancy costs. Occupancy costs include
utilities, rents, real estate, and property taxes, repairs and maintenance and depreciation and amortization expenses.
(3) As a percentage of related sales or revenue, as applicable.
(4) As a percentage of earnings before income taxes.
</TABLE>
<PAGE>
<PAGE>10
Twenty-six Weeks Ended July 30, 1994 vs. Twenty-six Weeks Ended July 31, 1993
- - -----------------------------------------------------------------------------
Total revenues for the first half increased 13% due to a higher store count
(395 at July 30, 1994 compared with 360 at July 31, 1993) coupled with a 5%
increase in comparable store revenues . Comparable store merchandise sales
increased 5% while comparable service revenue increased 8%.
Gross profit from merchandise sales increased, as a percentage of merchandise
sales, due primarily to higher merchandise margins offset, in part, by an
increase in store occupancy costs.
Gross profit from service revenue increased, as a percentage of service
revenue, due primarily to decreases in service personnel employee benefit
costs and service center occupancy costs offset, in part, by and increase in
service center personnel costs.
Selling, general and administrative expenses increased, as a percentage of
total revenues, due primarily to an increase in store and general office
costs offset, in part, by lower employee benefit costs.
<TABLE>
Nonoperating income consisted of the following:
(in thousands)
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Rental revenue $ 647 $ 556
Investment income 700 42
Other income 838 1,090
Net gain on disposal of assets - 343
------ ------
Total $2,185 $2,031
====== ======
</TABLE>
The increase in income taxes, as a percentage of earnings before income
taxes, was due primarily to a 1% increase in the federal statutory tax rate
from 34% to 35%.
The 26% increase in earnings before the cumulative effect of a change in
accounting principle in 1994 as compared with 1993, was due primarily to a 13%
increase in total revenues (which includes a 5% comparable store sales
increase) coupled with an increase in gross profit from merchandise sales,
as a percentage of merchandise sales, offset, in part, by an increase in
selling, general and administrative expenses, as a percentage of total
revenues.
On January 30, 1994, the Company adopted SFAS No. 112, "Employers' Accounting
for Postemployment Benefits." This statement establishes accrual accounting
standards for employer-provided benefits which cover former or inactive
employees after employment, but before retirement. Adoption of this
accounting standard on January 30, 1994 resulted in a one-time charge to
earnings of $4,300,000 (net of income tax benefit of $2,552,000) or $.07 per
share recognized as a cumulative effect of a change in accounting principle.
<PAGE>
<PAGE>11
LIQUIDITY AND CAPITAL RESOURCES - July 30, 1994
- - ----------------------------------------------
The Company's cash requirements arise principally from the need to finance
the acquisition, construction and equipping of new stores and the purchase of
inventory. During the first twenty-six weeks of 1994, the Company invested
$72,445,000 in property and equipment while inventory increased $60,824,000.
Working capital increased from $92,518,000 at January 29, 1994 to $95,012,000
at July 30, 1994. At July 30, 1994 the Company had stockholders' equity of
$553,968,000 and long-term debt of $301,565,000. The Company's long-term
debt was 35% of its total capitalization at July 30, 1994.
The Company plans to open approximately 40 new stores during the balance of
the current fiscal year. Management estimates that the cost of this
expansion, coupled with expenditures in existing stores, warehouses and
offices will be approximately $80,555,000. In addition, the Company has
authorization to purchase up to $75,000,000 of Common Stock for sale to an
employee benefits trust, of which Common Stock having a value of $53,971,000
had been repurchased as of July 30, 1994. Funds required to finance the
store expansion including related inventory requirements and stock repurchase
are expected to come primarily from operating activities with the remainder
provided by unused lines of credit which totalled $71,300,000 at July 30,
1994, or from accessing traditional lending sources such as the public
capital markets as described below.
On August 24, 1994 the Company sold $86,250,000 of 4% convertible
subordinated notes due September 1, 1999. These notes are convertible into
the common stock of the Company any time on or before September 1, 1999,
unless previously redeemed, at a conversion price of $41 per share, subject
to adjustment in certain events. The Notes will be redeemable, in whole or
in part, at the option of the Company at any time on or after September 15,
1997, at the redemption price of 101% of their principal amount and at par on
or after September 1, 1998. Proceeds were used to repay portions of the
Company's variable rate debt. Unused lines of credit have increased to
$160,500,000 at September 1, 1994.<PAGE>
<PAGE>12
PART II - OTHER INFORMATION
- - ---------------------------
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
An annual meeting of shareholders was held on May 31, 1994, The
shareholders approved the election of directors shown below.
Directors Elected at Annual Meeting of Shareholders
---------------------------------------------------
Bernard J. Korman President & CEO; MEDIQ, Inc.
Pemberton Hutchinson Chairman of the Board;
Westmoreland Coal Company
J. Richard Leaman, Jr. Vice Chairman; Scott Paper Company
.................................................................
Directors whose term of office continued after the Annual Meeting
of Shareholders
-----------------------------------------------------------------
Mitchell G. Leibovitz Chairman of the Board; Pep Boys
Lennox K. Black Chairman of the Board & CEO;
Teleflex Incorporated
Chairman of the Board & CEO;
Penn Virginia Corporation
Lester Rosenfeld Private Investor
Benjamin Strauss Consultant to Pep Boys
Myles H. Tanenbaum President; EQK Green Acres Trust
David V. Wachs Chairman of the Board & CEO;
Charming Shoppes, Inc.
...................................................................
The shareholders approved with 41,278,339 affirmative votes, 59,898
negative votes and 284,296 abstentions, the appointment of the
independent auditors Deloitte & Touche.
The shareholders approved with 40,684,531 affirmative votes,
1,009,257 negative votes and 378,741 abstentions, the Company's
Bonus Compensation Plan.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(11) Statement Re: Computation of Earnings Per
Share
(27) Financial Data Schedules
(b) On May 6, 1994, the Company filed a Form 8-K, dated April 29,
1994, reporting, under Item 5 thereof, the establishment of a
flexible trust for the benefit of various existing employee
compensation and benefit plans of the Company.<PAGE>
<PAGE>13
SIGNATURES
- - ----------
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.
THE PEP BOYS - MANNY, MOE & JACK
--------------------------------
(Registrant)
Date: September 12, 1994 By: \s\ Michael J. Holden
----------------------- -------------------------
Michael J. Holden
Senior Vice President &
Chief Financial Officer and Treasurer
<PAGE>
<PAGE>14
INDEX TO EXHIBITS
- - -----------------
(11) Computations of Earnings Per Share
(27) Financial Data Schedule
<TABLE>
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES Exhibit 11
COMPUTATION OF EARNINGS PER SHARE
(in thousands, except per share data)
<CAPTION>
Thirteen weeks ended Twenty-six weeks ended
---------------------------------- ---------------------------------
July 30, 1994 July 31, 1993 July 30, 1994 July 31, 1993
-------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
(a) Earnings Before Cumulative Effect
of Change in Accounting Principle.............. $23,518 $19,102 $41,075 $32,544
(b) Cumulative Effect of Change in
Accounting Principle........................... - - (4,300) _
------------- -------------- ------------- ------------
(c) Net Earnings..................................... $23,518 $19,102 $36,775 32,544
============= ============== ============= ============
Average number of Common Shares outstanding
during the period.............................. 59,270 60,855 59,256 60,781
Common Shares assumed issued upon exercise
of dilutive stock options, net of assumed
repurchase, at the average market price,
using the treasury stock method (1)............ 1,353 982 1,299 1,087
------------- ------------- ------------ ------------
(d) Average number of Common Shares assumed
outstanding during the period.................. 60,623 61,837 60,555 61,868
============= ============= ============ ============
Earnings per Share Before Cumulative Effect
of Change in Accounting Principle (a/d)........ $ .39 $ .31 $ .68 $ .53
Cumulative Effect of Change in Accounting
Principle (b/d)................................ - - (.07) -
------------ ------------- ----------- -----------
Net Earnings per Share (c/d)..................... $ .39 $ .31 $ .61 $ .53
============ ============= =========== ============
<FN>
(1) The number of Common Shares assumed issued upon exercise of dilutive stock options is essentially the same for fully diluted
earnings per share.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE
SHEET AS OF JULY 30, 1994 AND THE CONSOLIDATED STATEMENT OF EARNINGS FOR THE TWENTY-SIX WEEK
PERIOD ENDED JULY 30, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-28-1995
<PERIOD-END> JUL-30-1994
<CASH> 16,792
<SECURITIES> 0
<RECEIVABLES> 2,526
<ALLOWANCES> 197
<INVENTORY> 366,696
<CURRENT-ASSETS> 405,656
<PP&E> 995,301
<DEPRECIATION> 220,940
<TOTAL-ASSETS> 1,194,746
<CURRENT-LIABILITIES> 310,644
<BONDS> 301,565
0
0
<COMMON> 61,267
<OTHER-SE> 492,701
<TOTAL-LIABILITY-AND-EQUITY> 1,194,746
<SALES> 610,601
<TOTAL-REVENUES> 708,095
<CGS> 434,863
<TOTAL-COSTS> 514,683
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,776
<INCOME-PRETAX> 65,458
<INCOME-TAX> 24,383
<INCOME-CONTINUING> 41,075
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (4,300)
<NET-INCOME> 36,775
<EPS-PRIMARY> .61
<EPS-DILUTED> .61
