<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 August 3, 1996
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 3, 1996 there were 62,519,838 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 -
August 3, 1996 and February 3, 1996 3
Consolidated Statements of Earnings -
Thirteen and Twenty-six weeks ended
August 3, 1996 and July 29, 1995 4
Condensed Consolidated Statements of
Cash Flows - Twenty-six weeks ended
August 3, 1996 and July 29, 1995 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 14
- -------------------------------------------------------------------
<PAGE>
<PAGE>3
<TABLE>
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands, except per share amounts)
<CAPTION>
August 3, 1996 February 3, 1996*
------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash....................................................... $ 22,455 $ 11,487
Accounts receivable, net................................... 14,905 4,832
Merchandise inventories.................................... 388,719 417,852
Deferred income taxes...................................... 16,338 16,338
Other...................................................... 13,441 15,964
------------- -------------
Total Current Assets.................................... 455,858 466,473
Property and Equipment - at cost:
Land....................................................... 245,986 243,738
Building and improvements.................................. 727,945 695,029
Furniture, fixtures and equipment.......................... 391,765 356,605
Construction in progress................................... 16,371 12,431
------------ -------------
1,382,067 1,307,803
Less accumulated depreciation and amortization............. 322,339 293,751
------------- -------------
Total Property and Equipment............................ 1,059,728 1,014,052
Other........................................................ 20,294 19,483
------------- -------------
Total Assets.................................................. $1,535,880 $1,500,008
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable........................................... $ 148,248 $ 222,524
Accrued expenses........................................... 115,416 95,875
Short-term borrowings...................................... 30,500 -
Income taxes payable....................................... 9,541 -
Current maturities of long-term debt....................... 141 108,206
------------- -------------
Total Current Liabilities............................... 303,846 426,605
Long-Term Debt, less current maturities...................... 387,252 280,793
Deferred Income Taxes........................................ 40,925 40,900
Convertible Subordinated Notes............................... 86,250 86,250
Commitments & Contingencies
Stockholders' Equity:
Common Stock, par value $1 per share:
Authorized 500,000,000 shares - Issued and
outstanding 62,519,838 and 62,084,021..................... 62,520 62,084
Additional paid-in capital................................. 146,873 139,202
Retained earnings.......................................... 568,483 524,443
------------- ------------
777,876 725,729
Less:
Shares held in benefits trust, 2,232,500 shares, at cost. 60,269 60,269
------------- ------------
Total Stockholders' Equity.............................. 717,607 665,460
------------- ------------
Total Liabilities and Stockholders' Equity.................... $1,535,880 $1,500,008
============= ============
<FN>
See notes to condensed consolidated financial statements.
*Taken from the audited financial statements at February 3, 1996.
/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
--------------------------------- ---------------------------------
August 3, 1996 July 29, 1995 August 3, 1996 July 29, 1995
------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
Merchandise Sales.................................... $ 405,724 $ 349,567 $ 769,974 $ 657,116
Service Revenue...................................... 70,949 61,271 135,313 114,931
------------- ------------- ------------- -------------
Total Revenues....................................... 476,673 410,838 905,287 772,047
Costs of Merchandise Sales........................... 279,634 242,825 535,364 460,086
Costs of Service Revenue............................. 55,618 48,270 107,201 91,831
------------- ------------- ------------- -------------
Total Costs of Revenues.............................. 335,252 291,095 642,565 551,917
Gross Profit from Merchandise Sales.................. 126,090 106,742 234,610 197,030
Gross Profit from Service Revenue.................... 15,331 13,001 28,112 23,100
------------- ------------- ------------- -------------
Total Gross Profit................................... 141,421 119,743 262,722 220,130
Selling, General and Administrative Expenses......... 86,088 72,503 167,795 139,558
------------- ------------- ------------- -------------
Operating Profit..................................... 55,333 47,240 94,927 80,572
Nonoperating Income.................................. 483 692 947 1,148
Interest Expense..................................... 7,824 7,718 15,952 15,683
------------- ------------- ------------- ------------
Earnings Before Income Taxes......................... 47,992 40,214 79,922 66,037
Income Taxes......................................... 17,757 14,980 29,571 24,599
------------- ------------- ------------- ------------
Net Earnings......................................... 30,235 25,234 50,351 41,438
Retained Earnings, beginning of period............... 541,411 467,675 524,443 454,288
Cash Dividends....................................... 3,163 2,945 6,311 5,762
------------ ------------- ------------ -------------
Retained Earnings, end of period..................... $ 568,483 $ 489,964 $ 568,483 $ 489,964
============ ============= ============ =============
Net Earnings per Share............................... $ .49 $ .41 $ .82 $ .68
============ ============= ============ =============
Cash Dividends per Share............................. $ .0525 $ .0475 $ .105 $ .095
============ ============= ============ =============
<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
---------------------------------
August 3, 1996 July 29, 1995
------------- -------------
<S> <C> <C>
Net Cash Provided by Operating Activities....................... $ 56,946 $ 125,162
Cash Flows from Investing Activities:
Capital expenditures............................................ (77,798) (86,074)
Other, net...................................................... 1,130 37
------------ ------------
Net Cash Used in Investing Activities........................... (76,668) (86,037)
Cash Flows from Financing Activities:
Net borrowings (payments) under line of credit agreements....... 136,000 (110,200)
Reduction of long-term debt..................................... (107,106) (19,743)
Dividends paid.................................................. (6,311) (5,762)
Proceeds from exercise of stock options
and dividend reinvestment plan................................ 8,107 3,722
Net proceeds from issuance of notes............................. - 98,992
------------ -----------
Net Cash Provided by (Used in) Financing Activities............. 30,690 (32,991)
------------ -----------
Net Increase in Cash................................................. 10,968 6,134
Cash at Beginning of Year............................................ 11,487 11,748
------------ -----------
Cash at End of Period................................................ $ 22,455 $ 17,882
============ ===========
<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 August 3, 1996, the consolidated
statements of earnings for the thirteen and twenty-six week periods ended
August 3, 1996 and July 29, 1995 and the condensed consolidated statements of
cash flows for the twenty-six week periods ended August 3, 1996 and July 29,
1995 have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring adjustments
) necessary to present fairly the financial position, results of operations
and cash flows at August 3, 1996 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 February 3,
1996 annual report to shareholders. The results of operations for the
thirteen and twenty-six week periods ended August 3, 1996 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 $8,491,000 and
10,491,000 higher at August 3, 1996 and February 3, 1996, respectively.
NOTE 3. Accounting for Stock Based Compensation
In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation," which was effective for the Company beginning February 4,
1996. SFAS No. 123 requires expanded disclosures of stock-based compensation
arrangements with employees and encourages (but does not require)
compensation cost to be measured based on the fair value of the equity
instrument awarded. Companies are permitted, however, to continue to apply
APB Opinion No. 25, which recognizes compensation cost based on the intrinsic
value of the equity instrument awarded. The Company will continue to apply
APB Opinion No. 25 to measure its stock based compensation awards to
employees and will disclose the required pro forma effect on net income in
the fiscal year ended February 1, 1997 financial statements.
NOTE 4. Impairment of Long-Lived Assets
Effective February 4, 1996, the Company adopted SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of." This statement requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. Also, in general, long-lived assets and
certain identifiable intangibles to be disposed of should be reported at the
lower of carrying amount or fair value less cost to sell. This new standard
had no impact on the Company's financial position or results of operations.
<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 AUGUST 3, 1996
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 August 3, 1996 July 29, 1995 Fiscal 1996 vs.
(Fiscal 1996) (Fiscal 1995) Fiscal 1995
- ------------------------------------------------------ -------------- ------------- -----------------
<S> <C> <C> <C>
Merchandise Sales..................................... 85.1% 85.1% 16.1%
Service Revenue (1)................................... 14.9 14.9 15.8
------ ------ ------
Total Revenues........................................ 100.0 100.0 16.0
Costs of Merchandise Sales (2)........................ 68.9 (3) 69.5 (3) 15.2
Costs of Service Revenue (2).......................... 78.4 (3) 78.8 (3) 15.2
------ ------ ------
Total Costs of Revenues............................... 70.3 70.9 15.2
Gross Profit from Merchandise Sales................... 31.1 (3) 30.5 (3) 18.1
Gross Profit from Service Revenue..................... 21.6 (3) 21.2 (3) 17.9
------ ------ ------
Total Gross Profit.................................... 29.7 29.1 18.1
Selling, General and Administrative Expenses.......... 18.1 17.6 18.7
------ ------ ------
Operating Profit...................................... 11.6 11.5 17.1
Nonoperating Income................................... .1 .2 (30.2)
Interest Expense...................................... 1.6 1.9 1.4
------ ------ ------
Earnings Before Income Taxes.......................... 10.1 9.8 19.3
Income Taxes.......................................... 37.0 (4) 37.3 (4) 18.5
------ ------ ------
Net Earnings.......................................... 6.3 6.1 19.8
====== ====== ======
<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 August 3, 1996 vs. Thirteen Weeks Ended July 29, 1995
- ------------------------------------------------------------------------
Total revenues for the second quarter increased 16% due to a higher store
count (540 at August 3, 1996 compared with 453 at July 29, 1995) coupled with
a 3% increase in comparable store revenues (revenues generated by stores in
operation during the same months of each period). Comparable store
merchandise sales increased 2% while comparable service revenue increased 5%.
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.
Selling, general and administrative expenses increased, as a percentage of
total revenues, due primarily to slight increases in general office costs,
store expenses and employee benefits costs.
<TABLE>
Nonoperating income consisted of the following:
(in thousands)
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
Rental revenue $ 405 $ 632
Investment income 76 33
Other income 2 27
------ ------
Total $ 483 $ 692
====== ======
</TABLE>
Interest expense decreased, as a percentage of total revenues, due mainly to
spreading such costs over higher sales volume.
Net earnings increased, as a percentage of total revenues, due to an increase
in comparable store sales coupled with an increase, as a percentage of
merchandise sales, in gross profit from merchandise sales, and a decrease, as
a percentage of total revenues, in interest expense offset, in part, by an
increase, as a percentage of total revenues, in selling, general and
administrative expenses.<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 AUGUST 3, 1996
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 August 3, 1996 July 29, 1995 Fiscal 1996 vs.
(Fiscal 1996) (Fiscal 1995) Fiscal 1995
- ------------------------------------------------------ -------------- ------------- -----------------
<S> <C> <C> <C>
Merchandise Sales..................................... 85.1% 85.1% 17.2%
Service Revenue (1)................................... 14.9 14.9 17.7
------- ------- -------
Total Revenues........................................ 100.0 100.0 17.3
Costs of Merchandise Sales (2)........................ 69.5 (3) 70.0 (3) 16.4
Costs of Service Revenue (2).......................... 79.2 (3) 79.9 (3) 16.7
------ ------ ------
Total Costs of Revenues............................... 71.0 71.5 16.4
Gross Profit from Merchandise Sales................... 30.5 (3) 30.0 (3) 19.1
Gross Profit from Service Revenue..................... 20.8 (3) 20.1 (3) 21.7
------ ------ ------
Total Gross Profit.................................... 29.0 28.5 19.3
Selling, General and Administrative Expenses.......... 18.5 18.1 20.2
------ ------ ------
Operating Profit...................................... 10.5 10.4 17.8
Nonoperating Income................................... .1 .1 (17.5)
Interest Expense...................................... 1.8 2.0 1.7
------ ------ ------
Earnings Before Income Taxes.......................... 8.8 8.5 21.0
Income Taxes.......................................... 37.0 (4) 37.3 (4) 20.2
------ ------ ------
Net Earnings.......................................... 5.6 5.4 21.5
====== ====== ======
<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 August 3, 1996 vs. Twenty-six Weeks Ended July 29,
1995
- -----------------------------------------------------------------------------
Total revenues for the first half increased 17% due to a higher store count
(540 at August 3, 1996 compared with 453 at July 29, 1995) coupled with a 4
% increase in comparable store revenues. 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.
Selling, general and administrative expenses increased, as a percentage of
total revenues, due primarily to increases in general office costs and
store expenses.
<TABLE>
Nonoperating income consisted of the following:
(in thousands)
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
Rental revenue $ 807 $1,010
Investment income 129 77
Other income 11 61
------ ------
Total $ 947 $1,148
====== ======
</TABLE>
Interest expense decreased, as a percentage of total revenues, due mainly to
spreading such costs over higher sales volume.
Net earnings increased, as a percentage of total revenues, due to an increase
in comparable store sales coupled with an increase, as a percentage of
merchandise sales, in gross profit from merchandise sales, and a decrease, as
a percentage of total revenues, in interest expense offset, in part, by an
increase, as a percentage of total revenues, in selling, general and
administrative expenses.
<PAGE>
<PAGE>11
LIQUIDITY AND CAPITAL RESOURCES - August 3, 1996
- ----------------------------------------------
The Company's cash requirements arise principally from the need to finance
the acquisition, construction and equipping of new stores and to purchase
inventory. During the first twenty-six weeks of 1996, the Company invested
$77,798,000 in property and equipment while net inventory (inventory less
accounts payable) increased $45,143,000. Working capital increased from
$39,868,000 at February 3, 1996 to $152,012,000 at August 3, 1996. At
August 3, 1996 the Company had stockholders' equity of $717,607,000 and
long-term debt of $473,502,000. The Company's long-term debt was 40% of
its total capitalization at August 3, 1996 and 36% at February 3, 1996.
The Company plans to open approximately 66 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 $122,000,000. Funds required to finance the
store expansion including related inventory requirements are expected to come
primarily from operating activities with the remainder provided by unused
lines of credit which totalled $178,500,000 at August 3, 1996, or from
accessing traditional lending sources such as the public capital markets.
In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation," which was effective for the Company beginning February 4,
1996. SFAS No. 123 requires expanded disclosures of stock-based compensation
arrangements with employees and encourages (but does not require)
compensation cost to be measured based on the fair value of the equity
instrument awarded. Companies are permitted, however, to continue to apply
APB Opinion No. 25, which recognizes compensation cost based on the intrinsic
value of the equity instrument awarded. The Company will continue to apply
APB Opinion No. 25 to measure its stock based compensation awards to
employees and will disclose the required pro forma effect on net income in
the fiscal year ended February 1, 1997 financial statements.
Effective February 4, 1996, the Company adopted SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of." This statement requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. Also, in general, long-lived assets and
certain identifiable intangibles to be disposed of should be reported at the
lower of carrying amount or fair value less cost to sell. This new standard
had no impact on the Company's financial position or results of operations.
<PAGE>
<PAGE>12
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings
The Company is a defendant in a purported class action entitled
"Brian Lee, Anthony Baxton, and Harry Schlein v. The Pep Boys -
Manny, Moe & Jack," Civil Action No. 96-0652-CB, United States
District Court for the Southern District of Alabama, Southern
Division. This action was originally filed on or about May 21,
1996 in the Circuit Court of Mobile county, Alabama. The
Company has since removed the case to federal court, and the
plaintiffs have filed a motion to remand the case back to
Alabama state court. The Plaintiff's motion to remand is
pending before the federal District Court. In their complaint,
the plaintiffs allege that the Company sold used or old automotive
batteries to consumers as if those batteries were new. The
complaint purports to state causes of action for fraud and
deceit, negligent misrepresentation, breach of contract and
violation of state consumer protection statutes. The plaintiffs
are seeking compensatory and punitive damages, as well as
injunctive and equitable relief. The Company believes the
claims are without merit and intends to vigorously defend this
action, including opposing the certification of a class.
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 29, 1996, The
shareholders approved the election of directors shown below.
Directors Elected at Annual Meeting of Shareholders
---------------------------------------------------
Mitchell G. Leibovitz Chairman of the Board & CEO; Pep Boys
Votes FOR: 51,905,579
Votes WITHHELD: 730,622
Lester Rosenfeld Private Investor
Votes FOR: 51,892,805
Votes WITHHELD: 743,396
Lennox K. Black Chairman of the Board;
Teleflex Incorporated
Chairman of the Board & CEO;
Penn Virginia Corporation
Votes FOR: 51,896,456
Votes WITHHELD: 739,745
.................................................................
Directors whose term of office continued after the Annual Meeting
of Shareholders
-----------------------------------------------------------------
Pemberton Hutchinson Chairman of the Board;
Westmoreland Coal Company
Bernard J. Korman Chairman of the Board; PCI Services,
Inc.;
Chairman of the Board; NutraMax
Products, Inc.
<PAGE>13
J. Richard Leaman, Jr. Retired, formerly President & CEO;
S.D. Warren Company
Malcolmn D. Pryor Chairman of the Board;
Pryor, McClendon, Counts & Co., Inc.
Benjamin Strauss Consultant to Pep Boys
Myles H. Tanenbaum President; Arbor Property Trust
David V. Wachs Retired, formerly Chairman of the Board
& CEO; Charming Shoppes, Inc.
...................................................................
The shareholders approved the appointment of the independent
auditors Deloitte & Touche LLP with 52,292,549 affirmative votes,
117,624 negative votes and 226,027 abstentions.
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) Reports on Form 8-K. No reports on Form 8-K have been filed
during the quarter for which this report is filed.
<PAGE>
<PAGE>14
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, 1996 By: /s/ Michael J. Holden
------------------ -------------------------
Michael J. Holden
Executive Vice President,
Chief Financial Officer and Treasurer
<PAGE>
<PAGE>15
INDEX TO EXHIBITS
- -----------------
(11) Computation 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
---------------------------------- ---------------------------------
August 3, 1996 July 29, 1995 August 3, 1996 July 29, 1995
-------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Earnings..................................... $30,235 $25,234 $50,351 $41,438
Adjustment for interest on $86,250,000, 4%
convertible subordinated notes, net of income
tax effect..................................... 542 540 1,084 1,079
------------- -------------- ------------- ------------
(a) Adjusted Net Earnings............................ $30,777 $25,774 $51,435 $42,517
============= ============== ============= ============
Average number of common shares outstanding
during the period.............................. 60,131 59,414 60,024 59,357
Common shares assumed issued upon conversion of
4% convertible subordinated notes 2,104 2,104 2,104 2,104
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)............ 929 952 927 1,073
------------- ------------- ------------ ------------
(b) Average number of common shares assumed
outstanding during the period.................. 63,164 62,470 63,055 62,534
============= ============= ============ ============
Net Earnings (a/b)............................... $ .49 $ .41 $ .82 $ .68
============ ============= =========== ============
<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 AUGUST 3, 1996 AND THE CONSOLIDATED STATEMENT OF EARNINGS FOR THE TWENTY-SIX WEEK
PERIOD ENDED AUGUST 3, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-1-1997
<PERIOD-END> AUG-3-1996
<CASH> 22,455
<SECURITIES> 0
<RECEIVABLES> 15,235
<ALLOWANCES> 330
<INVENTORY> 388,719
<CURRENT-ASSETS> 455,858
<PP&E> 1,382,067
<DEPRECIATION> 322,339
<TOTAL-ASSETS> 1,535,880
<CURRENT-LIABILITIES> 303,846
<BONDS> 473,502
0
0
<COMMON> 62,520
<OTHER-SE> 655,087
<TOTAL-LIABILITY-AND-EQUITY> 1,535,880
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<INCOME-PRETAX> 79,922
<INCOME-TAX> 29,571
<INCOME-CONTINUING> 50,351
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<EPS-PRIMARY> .82
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