SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-13710
AID AUTO STORES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 11-2254654
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NUMBER)
275 Grand Boulevard, Westbury, New York 11590
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 338-7889
INDICATE BY CHECK MARK IF 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
INDICATE THE NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S CLASSES OF COMMON
STOCK, AS OF THE LATEST PRACTICAL DATE.
COMMON STOCK (PAR VALUE $.001 PER SHARE) 3,957,596 SHARES OUTSTANDING AS OF
MAY 1, 1997.
<PAGE>
AID AUTO STORES, INC.
CONTENTS
PART I FINANCIAL INFORMATION PAGE
Item 1 Consolidated Condensed Financial Statements:
Balance Sheets as of March 31, 1997 and
December 31, 1996 ............................... 3 - 4
Statements of Operations for the Three Months Ended
March 31, 1997 and 1996 ......................... 5
Statements of Cash Flows for the Three Months Ended
March 31, 1997 and 1996 .......................... 6 - 7
Notes to Financial Statements ................... 8
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations ............ 9
PART II OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K .............. 14
SIGNATURES .............................................. 15
<PAGE>
Aid Auto Stores, Inc. and Subsidiaries
CONSOLIDATED CONDENSED BALANCE SHEETS
March 31, 1997 Dec. 31, 1996
(UNAUDITED) (AUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 113,084 $ 331,019
Accounts receivable - trade, net of
allowances for doubtful accounts of
$ 440,798 at March 31, 1997 and
December 31, 1996 2,087,170 1,755,904
Notes receivable, net of allowances
for doubtful accounts of $190,000
at March 31, 1997 and December 31, 1996 292,912 305,424
Inventories 12,980,836 13,348,534
Prepaid expenses and other current assets 2,681,237 2,105,198
Deferred income taxes 275,000 275,000
------------ ------------
Total current assets 18,430,239 18,121,079
FIXED ASSETS - AT COST, net 3,223,311 3,266,855
COSTS IN EXCESS OF NET ASSETS ACQUIRED,
net 3,621,762 3,690,214
DEFERRED INCOME TAXES 175,000 175,000
OTHER ASSETS 276,105 271,980
------------- -------------
$ 25,726,417 $ 25,525,128
============= =============
See Notes to Consolidated Condensed Financial Statements
Aid Auto Stores, Inc. and Subsidiaries
CONSOLIDATED CONDENSED BALANCE SHEETS
March 31, 1997 Dec. 31, 1996
(UNAUDITED) (AUDITED)
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Revolving credit line $ 8,761,243 $ 7,649,951
Accounts payable 2,977,781 3,599,561
Accrued expenses 320,083 448,331
Current portion of long-term debt 357,538 428,647
Note payable - officer 781,250 781,250
------------ -------------
Total current liabilities 13,197,895 12,907,740
LONG-TERM DEBT 1,857,581 1,899,445
DEFERRED OCCUPANCY COSTS 253,612 242,628
NOTE PAYABLE - OFFICER 1,406,250 1,406,250
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value;
authorized, 2,000,000 shares;
none issued
Common stock, $.001 par value;
authorized, 15,000,000 shares;
3,957,596 shares issued and
outstanding 3,958 3,958
Additional paid-in capital 9,006,809 9,006,809
Retained earnings 312 58,298
----------- -----------
9,011,079 9,069,065
----------- -----------
------------ ------------
$ 25,726,417 $ 25,525,128
============ ============
See Notes to Consolidated Condensed Financial Statements
Aid Auto Stores, Inc. and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31,
1997 1996
Revenues
Net sales $ 6,092,598 $ 6,574,037
Costs and expenses
Cost of sales 3,542,819 4,010,476
Selling and shipping 1,768,739 1,686,688
General and administrative 576,102 682,057
------------ ------------
$ 5,887,660 $ 6,379,221
------------ ------------
Income from operations 204,938 194,816
Interest expense (269,408) (196,267)
Interest and other income 6,484 51,669
----------- -----------
Income (loss) from continuing operations
before income taxes (57,986) 50,218
Provision for income taxes 8,615
----------- -----------
NET INCOME (LOSS) $ (57,986) $ 41,603
----------- -----------
Income (loss) per common share
Income (loss) from continuing operations $(.01) $.01
Net Income (loss) per common share $(.01) $.01
Weighted average common shares outstandin 3,957,596 3,957,596
=========== ===========
See Notes to Consolidated Condensed Financial Statements
Aid Auto Stores, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended March 31,
1997 1996
Cash flows from operating activities
Net (loss) income $ (57,986) $ 41,603
Adjustments to reconcile net (loss) income
to net cash used in operating activities
Depreciation and amortization 318,482 82,993
Provision for losses on accounts receivable 33,000
Deferred occupancy costs 10,984 (10,610)
(Increase) decrease in operating assets
Accounts receivable (331,266) 542,721
Notes receivable 12,512 14,358
Inventories 367,698 (1,916,894)
Prepaid expenses and other
current assets (657,320) (996,204)
Security deposits (4,125) (1,965)
Increase (decrease) in operating liabilities
Accounts payable (621,780) 1,439,569
Accrued expenses (128,248) (133,366)
Income taxes payable 6,620
----------- -----------
Net cash used in operating activities (1,091,049) (898,175)
Cash flows from investing activities
Purchases of fixed assets (125,205) (85,584)
----------- -----------
Net cash used in investing activities (125,205) (85,584)
----------- -----------
Aid Auto Stores, Inc. and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (continued)
(UNAUDITED)
Three Months Ended March 31,
1997 1996
Cash flows from financing activities
Net borrowings under revolving credit line $ 1,111,292 $ 738,698
Principal repayment of long-term debt (46,686) (2,031,485)
Repayment of notes payable under capital
lease obligations (66,287)
Repayment of officers' loans (46,840)
----------- -----------
Net cash provided by (used in)
financing activities 998,319 (1,339,627)
----------- -----------
Net increase (decrease) in cash and
cash equivalents (217,935) (2,323,386)
Cash and cash equivalents, at beginning of year 331,019 4,766,893
----------- -----------
Cash and cash equivalents, at end of year $ 113,084 $ 2,443,507
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for
Interest $ 233,929 $ 186,048
Income taxes $ 68,253
AID AUTO STORES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
A. CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated balance sheet as of March 31, 1997 and the consolidated
statement of operations and cash flows for the three month period ended
March 31, 1997 have been prepared by the company without audit. In the
opinion of management, all adjustments (which include only recurring
adjustments) necessary to present fairly the financial position at
March 31, 1997, and the result of operations and cash flows for the period
presented, have been made. Results of operations for the three month period
ended March 31, 1997 are not necessarily indicative of the operating results
to be expected for the full year.
For information concerning the Company's significant accounting policies,
reference is made to the Company's audited financial statements for the
year ended December 31, 1996 contained in the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission. While the
Company believes that the disclosures presented are adequate to make the
information contained herein not misleading, it is suggested that these
statements be read in conjunction with the consolidated financial statements
and the notes included in the Form 10-K.
B. INVENTORIES
Inventories consists primarily of merchandise purchased for resale.
<PAGE>
AID AUTO STORES, INC.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
General
Aid Auto Stores, Inc. (the "Company"), formed in 1953, is a retailer,
wholesaler and franchiser of automotive parts and accessories. As of
March 31, 1997, the Company supplied products to 55 Aid Auto Stores,
including 21 Company-owned stores and 34 franchised stores, and, through
its wholly-owned subsidiary, Ames Automotive Warehouse, Inc. ("Ames"), to
hundreds of non-automotive chain stores and independent jobbers and
installers in New York, New Jersey and Connecticut. The Aid Auto stores
sell an extensive variety of name-brand automotive parts, accessories and
chemicals, as well as an assortment of products marketed under the "Aid"
and "Perfect Choice" brands to both do-it-yourself and commercial customers.
In 1994, in anticipation of the commencement of its Company-owned
mini-warehouse Superstore growth strategy, the Company curtailed the granting
of new franchises, so as to preserve favorable locations for Company-owned
Superstores. In April 1995, the Company consummated its Initial Public
Offering, the net proceeds of which were approximately $7,300,000. As of
March 31, 1997, the Company had opened 7 new Superstores and had acquired(in
December 1995) ten franchised Aid Auto Stores located in Long Island,
New York, of which four of these stores have been converted and reopened as
Superstores and five of the six remaining stores will be converted to
Superstores. The Company intends to continue to open additional Superstores,
which may be accomplished in part by acquisition. The number of stores to be
opened is subject to substantial variation depending upon, among other
factors, the availability of adequate financing to fund the cost
of adding the additional stores, the level of success of the initial
Superstores, the availability of suitable store sites or acquisition
candidates, and the timely development and construction of new stores. The
anticipated favorable financial performance of the Company is tied, to a
large extent, to the transition of the Company to the Superstore program
and the strong future potential of that program. The Company's operating
expenses are expected to increase significantly in connection with the
Superstore growth program and, accordingly, the Company's future
profitability will depend upon corresponding increases in revenue from the
Superstore operations, of which there can be no assurance.
Results of Operations
Three Months Ended March 31, 1997 Compared to the Three Months
Ended March 31, 1996.
The Company's operating revenues are primarily derived from net sales
consisting of both retail and wholesale sales. Retail sales are made from
the Company-owned Aid Auto Stores of which 21 existed at March 31, 1997 and
17 at March 31, 1996. Wholesale sales include sales to the Company's
franchised Aid Auto Stores, of which 34 existed at March 31, 1997 and 43 at
March 31, 1996, and through Ames, to hundreds of other customers. Revenues
decreased by $481,439 (or 7.3%) from $6,574,037 for the three months ended
March 31, 1996 to $6,092,598 for the three months ended March 31, 1997. The
decrease in revenues in 1997 was due primarily to the decrease of $1,160,249
in wholesale sales to franchisees and through Ames from $3,025,908 for the
three months ended March 31, 1996 to $1,865,659 for the three months ended
March 31, 1997, partially offset by an increase in retail sales of $649,981
(or 19.1%) from $3,401,942 for the three months ended March 31, 1996 to
$4,051,923 for the three months ended March 31, 1997. In addition, the
exceptionally mild, auto-friendly winter weather in the first quarter of 1997
resulted in a decrease in the sale of certain items( e.g., antifreeze and
other winter chemicals) and the decreased need for other winter maintenance
items (especially when compared to the seasonally cold and wet winter of
1995-1996 which resulted in an increase in the sale of winter items). Retail
revenue increases were offset by a decrease in sales to franchisees,
reflecting the Company's decision consistent with its Superstore growth
strategy to generally not to grant new franchises(which results in a loss of
sales to new franchisees). Furthermore, ten franchised stores were terminated
by the Company in 1996, and an additional six franchised stores were
terminated in the first three months of 1997. For the three months ended
March 31, 1997, retail sales represented 66.5% of total net sales as compared
to 51.8% for the comparable prior year quarter.
Cost of sales decreased by $467,657 (11.7%) from $4,010,476 for the three
months ended March 31, 1996 to $3,542,819 for the three months ended March
31, 1997. As a percentage of net sales, cost of sales decreased from 61.0%
for the three months ended March 31, 1996 to 58.2% for the three months ended
March 31, 1997, reflecting the significantly higher margins on retail sales
(as compared to wholesale sales).
Selling and shipping expenses increased by $82,051 (or 4.9%) from
$1,686,688 (25.7% of net sales) for the three months ended March 31, 1996 to
$1,768,739 (29.0% of net sales) for the three months ended March 31, 1997. The
increase as an absolute amount and as a percentage of net sales for the three
months was due primarily to an increase of selling expenses, reflecting a
significant increase in the Company's retail operations. Selling expenses
are higher for a retail operation than for a wholesale operation, reflecting
the nature of these operations. As a result the Company's efforts to
control costs, the selling and shipping expense dollars remained essentially
constant despite the decline in sales volume.
General and administrative expenses decreased by $105,955 (or 15.5%) from
$682,057 (10.4% of net sales) for the three months ended March 31, 1996 to
$576,102 (9.5% of net sales) for the three months ended March 31, 1997. The
decrease in absolute dollars and as a percentage of sales was due to the
Company's concentration on controlling costs.
Interest expense increased $73,141 from $196,267 for the three months
ended March 31, 1996 to $269,408 for the three months ended March 31, 1997.
This increase was due to an increase in the average outstanding bank debt
balance during the first three months of 1997 as compared to the same period
in the prior year.
For the foregoing reasons, the net loss for three months of 1997 was
approximately $58,000 as compared to a net income of approximately $42,000
for the three months ended March 31, 1996.
Liquidity and Capital Resources
The Company had working capital of $5,232,000 at March 31, 1997, as
compared to $5,213,000 at December 31, 1996, essentially maintaining its
working capital at the same level at the beginning and end of the first
quarter. Through March 31, 1997, the Company had financed its capital
requirements predominantly through a revolving loan and credit facility,
through loans from one of its officers, and through the Company's Initial
Public Offering, the net proceeds of which were approximately $7,300,000.
Net cash used in operating activities was $898,000 for the three months
ended March 31, 1996 and $1,091,000 for the three months ended March 31,
1997. The increase in 1997 was attributable primarily to an increase in
accounts receivable and increases in prepaid expenses and other current assets
compared to the prior comparable period, offset in part by a decrease in
inventory and accounts payable in 1997. Net cash utilized in investing
activities was $86,000 and $125,000 for the three month period ending March
31, 1996 and 1997, respectively, the increase reflecting increase capital
expenditures in connection with the Superstore expansion program. Net cash
used by financing activities was $1,340,000 for the three months ended of
1996 compared to net cash provided by financing activities was 998,000 for
the three months ended March 31, 1997. The decrease was primarily attributed
to the repayment in the first quarter of 1996 of debt in connection with
the acquisition of the ten franchised Aid Auto Stores locations.
The Company receives volume purchasing discounts and cooperative
advertising and development funds from certain of its suppliers. The amounts
of these incentives generally range from 5% to 10% of the listed purchase
prices.
On October 22, 1996, the Company entered into a revolving credit facility
with GE Capital Corp. ("GE Capital") providing for maximum borrowings of
$10,000,000. This facility replaced the existing bank facility which
provided for maximum borrowings of $6,000,000. This new facility allows the
Company to borrow at the index rate plus 3% (the index rate is the latest
rate for 30-day dealer placed commercial paper published in the "Money Rates"
section of the Wall Street Journal). At March 31, 1997 the index rate was
5.43%. Maximum borrowings under the revolving credit facility are based upon
the sum of 65% of eligible inventory and 70% of eligible accounts receivable.
The agreement expires on September 30, 1999.
Substantially all of the Company's assets are pledged under this new
facility as collateral, and the Company is prohibited from granting a
security interest to any party other than GE Capital, which could limit the
Company's ability to obtain debt financing to implement its proposed
expansion. In addition, the Company's agreement with GE Capital limits or
prohibits the Company, subject to certain exceptions, from merging or
consolidating with another corporation or selling all or substantially all of
its assets. In the event that the Company in unable to make payment on its
line of credit when due on September 30, 1999, GE Capital could forclose on
the collateral, which would have a material adverse effect on the Company.
At March 31, 1997, the Company was indebted to the Chief Executive Officer,
President and majority shareholder in the aggregate amount of $2,187,500.
The $2,187,500 loan was evidenced by two promissory notes. In connection
with the new facility with GE Capital, these notes were consolidated into
one promissory note. The new note bears interest monthly at the same rate
as the revolving credit facility with principal payable in quarterly
installments through February 1, 2000. The new revolving credit facility
allows the Company to make quarterly principal payments and scheduled monthly
interest payments so long as prior to and after giving affect to such payments
no default has occurred and is continuing or would occur on the GE Capital
indebtedness as a result thereof. The note provides for immediate payment
thereof upon, among other things, a change in a majority of the continuing
directors of the Company (as defined in the note) or a demand by GE Capital
of payment in full of outstanding GE Capital indebtedness.
At March 31, 1997, the Company had deferred tax assets of $450,000. The
Company, after considering its previous pattern of profitability and its
anticipated future taxable income, believes that it is more likely than not
that the deferred tax assets will be realized. In this respect, the Company
estimates that $1,100,000 of future taxable income will be required to
realize the deferred tax assets, with the majority of such assets anticipated
to be recovered over the next five years.
As of the date hereof, other than in connection with the implementation
of the Superstore growth program, the Company has no material commitments for
capital expenditures.
The Company has used a substantial portion of the net proceeds of the
Initial Public Offering to implement its proposed Superstore growth program.
The Company will need to seek additional debt or equity financing, as the
Company does not anticipate that its current resources and cash flow from
operations are likely to be sufficient to fund the continuing cost of its
growth program. To the extent that the Company seeks financing through the
issuance of equity securities, any such issuance of equity securities would
result in dilution to the interests of the Company's stockholders.
Additionally, to the extent that the Company incurs indebtedness to fund
increased levels of inventory or to finance the acquisition of capital
equipment or issues debt securities to fund increased levels of inventory or to
finance the acquisition of capital equipment or issues debt securities to fund
the Superstore growth program, the Company will be subject to risks associated
with incurring substantial indebtedness, including the risks that interest
rates may fluctuate and cash flow may be insufficient to pay principal and
interest on any such indebtedness. Other than the Company's existing line of
credit with the Bank, the Company has no current arrangements with respect to,
or sources of, additional financing and it is not anticipated that the
existing majority stockholder will provide any portion of the Company's future
financing requirements or additional personal guarantees. There can be no
assurance that additional financing will be available to the Company on
acceptable terms, or at all.
Seasonality
The Company's business is seasonal to some extent primarily as a result of
the impact of weather conditions on store sales. Store sales and profits have
historically been higher in the second and third quarters (April through
September) of each year than in the first and fourth quarters, for which the
Company generally achieves only nominal profits or incurs net losses. Weather
extremes tend to enhance sales by causing a higher incidence of parts failure
and increasing sales of seasonal products. However, extremely severe winter
weather or rainy conditions tend to reduce sales by causing deferral of
elective maintenance.
Impact of Inflation
Inflation has not had a material effect on the Company's operations.
AID AUTO STORES, INC.
Part II OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K
NONE
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
AID AUTO STORES, INC.
(Registrant)
May 15, 1997 By: /s/Philip L. Stephen
Philip L. Stephen
Chairman, Chief Executive Officer,
And President (Principal Executive
Officer)
May 15, 1997 By: /s/Frank Mangano
Frank Mangano
Chief Financial Officer,
(Principal Financial and Accounting
Officer)
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 113,084
<SECURITIES> 0
<RECEIVABLES> 2,087,170
<ALLOWANCES> 0
<INVENTORY> 12,980,836
<CURRENT-ASSETS> 18,430,239
<PP&E> 3,223,311
<DEPRECIATION> 0
<TOTAL-ASSETS> 25,726,417
<CURRENT-LIABILITIES> 13,197,895
<BONDS> 0
0
0
<COMMON> 3,958
<OTHER-SE> 312
<TOTAL-LIABILITY-AND-EQUITY> 25,726,417
<SALES> 6,092,598
<TOTAL-REVENUES> 6,092,598
<CGS> 3,542,819
<TOTAL-COSTS> 5,887,660
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 269,408
<INCOME-PRETAX> (57,986)
<INCOME-TAX> 0
<INCOME-CONTINUING> (57,986)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (57,986)
<EPS-PRIMARY> (.01)
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