11-K 1 a08-17156_211k.htm 11-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 11-K

 

(Mark One)

 

x

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended December 31, 2007

 

 

 

or

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission File No. 1-3381

 


 

A.  Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

The Pep Boys Savings Plan— Puerto Rico

 

B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

The Pep Boys — Manny, Moe & Jack
3111 W. Allegheny Avenue
Philadelphia,  PA  19132

 

Registrant’s telephone number, including area code (215) 430-9000

 

Notices and communications from the Securities and Exchange Commission relating to this Report should be forwarded to:

 

Bernard K. McElroy
Vice President — Chief Accounting Officer & Treasurer
The Pep Boys — Manny, Moe & Jack
3111 West Allegheny Avenue
Philadelphia, PA  19132

 

 



 

THE PEP BOYS SAVINGS PLAN — Puerto Rico

 

TABLE OF CONTENTS

 

 

 

PAGE

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

3

 

 

 

FINANCIAL STATEMENTS:

 

 

 

 

 

Statements of Net Assets Available for Benefits

 

4

 

 

 

Statements of Changes in Net Assets Available for Benefits

 

5

 

 

 

Notes to Financial Statements

 

6—10

 

 

 

SUPPLEMENTAL SCHEDULE:

 

 

 

 

 

Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year)

 

11

 

 

 

SIGNATURES

 

12

 

 

 

EXHIBITS INDEX

 

13

 

All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 

2



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Participants and the Administrative Committee of

The Pep Boys Savings Plan — Puerto Rico:

 

We have audited the accompanying statements of net assets available for benefits of The Pep Boys Savings Plan — Puerto Rico (the “Plan”) as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of The Pep Boys Savings Plan — Puerto Rico as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

 

/s/ PARENTE RANDOLPH, LLC

 

Philadelphia, Pennsylvania

June 26, 2008

 

3



 

THE PEP BOYS SAVINGS PLAN — PUERTO RICO
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2007 AND 2006

 

(dollar amounts in thousands)

 

 

 

2007

 

2006

 

ASSETS

 

 

 

 

 

Investments, at fair value

 

$

2,618

 

$

2,724

 

 

 

 

 

 

 

Contributions receivable:

 

 

 

 

 

Participant

 

6

 

 

Employer

 

3

 

5

 

Total contributions receivable

 

9

 

5

 

 

 

 

 

 

 

Cash

 

 

45

 

Total Assets

 

2,627

 

2,775

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Refundable contributions and earnings

 

96

 

86

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

2,531

 

$

2,689

 

 

See notes to financial statements.

 

4



 

THE PEP BOYS SAVINGS PLAN — PUERTO RICO
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED DECEMBER 31, 2007 AND 2006

 

(dollar amounts in thousands)

 

 

 

2007

 

2006

 

ADDITIONS TO NET ASSETS ATTRIBUTED TO:

 

 

 

 

 

Investment income:

 

 

 

 

 

Dividends and interest

 

$

49

 

$

46

 

Net (depreciation) appreciation in fair value of investments

 

(213

)

88

 

Interest on loans

 

30

 

23

 

Total investment (loss) income

 

(134

)

157

 

 

 

 

 

 

 

Contributions:

 

 

 

 

 

Participants

 

231

 

180

 

Employer

 

72

 

86

 

Other

 

 

7

 

Total contributions

 

303

 

273

 

 

 

 

 

 

 

Total Additions

 

169

 

430

 

 

 

 

 

 

 

DEDUCTIONS TO NET ASSETS ATTRIBUTED TO:

 

 

 

 

 

Benefits paid to participants

 

(229

)

(251

)

Refundable contributions and earnings

 

(97

)

(85

)

Administrative expense

 

(1

)

(1

)

Total Deductions

 

(327

)

(337

)

 

 

 

 

 

 

NET (DECREASE) INCREASE

 

(158

)

93

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

 

 

Beginning of year

 

2,689

 

2,596

 

End of year

 

$

2,531

 

$

2,689

 

 

See notes to financial statements.

 

5



 

THE PEP BOYS SAVINGS PLAN — PUERTO RICO

 

NOTES TO FINANCIAL STATEMENTS

 

1.  DESCRIPTION OF THE PLAN

 

The information in these notes regarding The Pep Boys Savings Plan — Puerto Rico (the “Plan”) is provided for general purposes only. Participants should refer to the Plan document for a more complete description of the Plan provisions.

 

General

 

The Plan was established April 1, 1995. The Plan provides a vehicle for participating employees of Pep Boys — Manny, Moe & Jack of Puerto Rico, Inc. (the “Company”) to increase savings. The Plan is a defined contribution plan structured to comply with the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

 

Participation

 

All employees of  the Company who have attained the age of 21, are a bona fide resident of Puerto Rico and completed one year of service as defined by the Plan, other than those employees whose terms and conditions of employment are determined by a collective bargaining agreement unless such collective bargaining agreement provides to the contrary, may join the Plan any time on or after the start of the quarter, which immediately follows the employee’s anniversary date. These quarter dates are January 1, April 1, July 1, or October 1.

 

Contributions

 

Each year, participants may contribute, any whole percentage from 1% to 10% of pretax annual compensation, as defined by the Plan. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. Participants may at any time elect to rollover amounts from other qualified plans or individual retirement accounts into the Plan. Participants do not have to satisfy the eligibility requirements to make a rollover.

 

The Company contributes the lesser of 50% of the first 6% of the participant’s pre-tax contributions or a maximum 3% of the participant’s compensation. The Company’s matching contributions are invested in the same fund(s) and in the same proportion chosen by the participants for their contributions.

 

Participant contributions to the Plan, up to maximums of $8,000 during 2007 and 2006 respectively, are not subject to income tax until their withdrawal from the Plan. Additionally, participants are not subject to tax on the Company’s contributions to the Plan, appreciation in Plan assets or income earned thereon until withdrawn from the Plan. Contributions are subject to certain limitations.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contribution and allocation of (a) the Company’s contribution and (b) Plan earnings, and (c) charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

6



 

Payment of Benefits

 

Lump sum distributions from the Plan equal to the value of the participants’ vested interest may be made to a participant upon attaining the age of 59-1/2, death, total disability, financial hardship or termination of employment. Distributions and withdrawals are processed on a daily basis.

 

Forfeited Accounts

 

Forfeitures of non-vested employer contributions are used to reduce future company contributions. At December 31, 2007 and 2006, forfeited non-vested accounts totaled $120 and $20,750, respectively. Forfeited amounts of $25,400 and $0 were used to reduce company contributions in 2007 and 2006, respectively.

 

Vesting

 

Participants are vested immediately in their contributions plus actual earnings thereon. Participants vest in the Company’s contributions for a particular year if the participant is actively employed on the last business day of the Plan year (which ends December 31) or if the participant’s employment terminated due to death, disability or retirement prior to December 31.

 

Participant Loans

 

Loans are made available to all Plan participant’s whose account value is $1,000 or more. Participants may borrow up to 50% of their account balance subject to a minimum of $500 and a maximum of $50,000. The $50,000 maximum may be reduced if the participant has another loan within one year of the date that such participant takes out the loan. The maximum duration of a loan is five years unless the loan is used to purchase a primary residence. In such a case, the loan term is permitted for up to a 30 year duration. The interest rate is commensurate with current fixed rates charged by institutions in the business of lending money for similar types of loans. Interest rates at December 31, 2007, range from 5.0% to 9.25%. Participants may have up to two loans at one time and prepay loans in full at any time. Principal and interest is paid ratably through payroll deductions.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

New Accounting Standard

 

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.”  SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America, and expands disclosure about fair value measurements.  SFAS No. 157 applies to other accounting standards that require or permit fair value measurements. Accordingly, it does not require any new fair value measurements.  SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.  In February 2008, FASB issued FASB Staff Position (“FSP”) FAS 157-2, “Effective Date of FASB Statement No. 157,” which defers the effective date of SFAS No. 157 for all nonfinancial assets and liabilities, except those recognized or disclosed at fair value on an annual or more frequently recurring basis, until years beginning after November 15, 2008 and interim periods within those years.  Management has not determined the impact of adopting SFAS No. 157 and FSP FAS 157-2 on the Plan.

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 permits entities to choose to measure eligible financial instruments and certain other items at fair value. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Plan has not chosen to measure any asset or liability using SFAS 159.

 

7



 

Basis of Presentation

 

The financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

 

Application of Accounting Standard

 

As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP’), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The Plan adopted the financial presentation and disclosure requirements of the FSP effective December 31, 2006. The River Source Stable Capital Fund II, held by the Plan, holds contracts, which are subject to the FSP.  Management has performed the appropriate calculations and determined that the FSP did not have a material impact on the financial statements as the contract values approximate estimated fair values for the year ending December 31, 2007 and 2006.

 

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109”, (“FIN 48”).  FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold of more-likely-than-not to be sustained upon examination by the appropriate taxing authority.  Measurement of the tax uncertainty occurs if the recognition threshold has been met.  FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure.  FIN 48 is effective for annual periods beginning after December 31, 2006 and the adoption of FIN 48 had no impact on the Plan’s financial statements.

 

Use of Estimates

 

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results may differ from those estimates and assumptions.

 

Risks and Uncertainties

 

The Plan provides for investment options in mutual funds, common/collective trusts and common stock of the Company. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.

 

Payment of Benefits:

 

Benefits are recorded when paid.

 

Investment Valuation and Income Recognition

 

Investments are stated at fair value.  Mutual funds are valued at quoted market prices that represent the net asset value of shares held by the Plan at year-end.  The common/collective trust, River Source (“RVST”) Stable Capital Fund II, is valued at its net unit value that is based upon the value of the underlying securities stated at contract value which approximates fair value at year-end as determined by the Trustee.  The common/collective trust, River Source (“RVST”) Stable Equity Index Fund II, is valued at its net unit value based on the fair value of the underlying securities at year-end as determined by the Trustee.  The fair value of the Pep Boys Stock Fund is valued at the year-end unit value as determined by the Trustee and is based upon the value of the underlying Pep Boys stock and short-term money market investments.

 

The loan fund is stated at cost plus accrued interest. Investments in all other funds are stated at fair value. Fair value represents the closing prices for those securities having readily available market quotations, and fair value as determined by the Plan trustee with respect to other securities.

 

8



 

Purchases and sales of securities are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis.

 

Management fees and operating expenses charged to the Plan for investments in mutual funds are deducted from income earned and are not separately reflected. Therefore, management fees and operating expenses are reflected as a reduction of investment return on such investments.

 

3. INVESTMENTS

 

The following presents investments that represent 5 percent or more of the Plan’s net assets:

 

 

 

December 31,

 

(dollar amount in thousands)

 

2007

 

2006

 

RVST Stable Capital Fund II

 

$

507

 

$

569

 

RVST Equity Index Fund II

 

337

 

310

 

The Pep Boys Stock Fund

 

944

 

1,141

 

Fidelity Freedom 2010 Fund

 

167

 

183

 

Loans to participants

 

437

 

368

 

 

During 2007 and 2006, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

 

(dollar amounts in thousands)

 

2007

 

2006

 

Pep Boys Stock Fund

 

$

(229

)

$

12

 

Mutual Funds

 

(19

)

15

 

Common/Collective Trust

 

35

 

61

 

 

 

$

(213

)

$

88

 

 

4. PLAN TERMINATION

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

 

In the event of termination of the Plan, the interest of the participants or their beneficiaries will remain fully vested and not be subject to forfeiture in whole or in part and distributions shall be made to them in cash and/or stock as applicable.

 

5. RELATED PARTY TRANSACTIONS

 

Certain Plan investments are shares of common/collective trusts managed by Ameriprise Trust Company from January 1, 2006 through April 2, 2007 and by Wachovia Bank, NA from April 3, 2007 through December 31, 2007.  Ameriprise Trust Company, from January 1, 2006 through April 2, 2007, and Wachovia Bank, NA, from April 3, 2007 through December 31, 2007, served as the custodian and recordkeeper of the Plan, and therefore, Plan transactions involving these investment securities qualify as party-in-interest transactions.  Additionally, loans to participants qualify as party-in-interest transactions.  All of these transactions are exempt from the prohibited transactions rules of ERISA.

 

The Plan holds 79,281 and 76,810 shares of Pep Boys common stock with a current value of $910,146 and $1,141,397 as of December 31, 2007 and 2006, respectively. The Plan offers participants Pep Boys common stock as an investment option. These transactions qualify as party-in-interest transactions, exempt from prohibited transaction rules of ERISA.

 

The Company pays all costs associated with administering the Plan, except loan administration fees and certain investment-related fees.

 

9



 

Certain administrative functions of the Plan are performed by members of the Administrative Committee who are employees of the Company.  No such employee receives compensation from the Plan.

 

6. TAX STATUS

 

The Puerto Rico Department of Treasury has determined and informed the Company by a letter dated December 22, 1998 indicating that the Plan is designed in accordance with the applicable sections of   Section 401(a) of the Puerto Rico Internal Revenue of 1994 (the “Code”). Accordingly, the Plan’s related trust is exempt from federal taxation under Section 1165(a) of the Code. Although the Plan has been amended since receiving the determination letter, the Administrative Committee believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

7. RECONCILIATION TO THE FORM 5500

 

Certain items in the Plan’s financial statements are treated differently for tax purposes and reporting under the Plan’s Annual Return/Report of Employee Benefit Plan (“Form 5500”). At December 31, 2007, the following differences exist between financial and tax reporting:

 

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

 

(dollar amount in thousands)

 

 

 

Net assets available for benefits per the financial statements at the end of the year

 

$

2,531

 

Deemed distribution loan balance at the end of the year

 

(2

)

Net assets available for benefits per the Form 5500 at the end of the year

 

$

2,529

 

 

The following is a reconciliation of the beginning balance per the financial statements to the Form 5500:

 

(dollar amount in thousands)

 

 

 

Net assets available for benefits at the beginning of the year per the financial statements

 

$

2,689

 

Deemed distribution loan balance at the beginning of the year

 

(1

)

Net assets available for benefits at the beginning of the year per the Form 5500

 

$

2,688

 

 

At December 31, 2007, the following differences exist between financial and tax reporting:

 

 

 

Plan Financial

 

Plan Form

 

(dollar amount in thousands)

 

Statements

 

5500

 

Loans to participants

 

$

440

 

$

439

 

 

At December 31, 2006, the following differences exist between financial and tax reporting:

 

 

 

Plan Financial

 

Plan Form

 

(dollar amounts in thousands)

 

Statements

 

5500

 

Loans to participants

 

$

368

 

$

367

 

 

10



 

THE PEP BOYS SAVINGS PLAN — PUERTO RICO

FORM 5500, SCHEDULE H, PART IV

LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

EIN # 51-0363784, Plan #001

DECEMBER 31, 2007

 

Identity of Issue

 

Description

 

Current Value

 

*

 

RVST Stable Capital Fund II

 

Common / Collective Trust

 

$

507,451

 

 

 

 

 

 

 

 

 

*

 

RVST Equity Index Fund II

 

Common / Collective Trust

 

337,441

 

 

 

 

 

 

 

 

 

*

 

The Pep Boys Stock Fund

 

Common Stock

 

943,904

 

 

 

 

 

 

 

 

 

 

 

Fidelity Freedom 2010 Fund

 

Mutual Fund

 

166,949

 

 

 

 

 

 

 

 

 

 

 

Fidelity Freedom 2020 Fund

 

Mutual Fund

 

7,638

 

 

 

 

 

 

 

 

 

 

 

Fidelity Freedom 2030 Fund

 

Mutual Fund

 

30,936

 

 

 

 

 

 

 

 

 

 

 

Fidelity Freedom 2040 Fund

 

Mutual Fund

 

7,768

 

 

 

 

 

 

 

 

 

 

 

PIMCO Total Return Fund (Institutional Shares)

 

Mutual Fund

 

24,916

 

 

 

 

 

 

 

 

 

*

 

RVST Small Company Index Fund (Class Y)

 

Mutual Fund

 

77,791

 

 

 

 

 

 

 

 

 

 

 

Templeton Foreign Fund (Class R4)

 

Mutual Fund

 

73,401

 

 

 

 

 

 

 

 

 

*

 

Loans to participants

 

Interest rates of 5.00% to 9.25%, maturing from 2008-2036

 

440,177

 

 

 

 

 

 

 

$

2,618,372

 

 


*                    Indicates party-in-interest to the plan.

 

11



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the Plan) have duly caused this Annual Report to be signed by the undersigned hereunto duly authorized.

 

 

THE PEP BOYS SAVINGS PLAN - PUERTO RICO

 

 

 

 

 

 

DATE: June 26, 2008

BY:

/s/ BERNARD K. MCELROY

 

Bernard K. McElroy

 

Chairman—

 

 

Administrative Committee

 

 

12



 

EXHIBITS INDEX

 

(23.1)**

Consent of Independent Registered Public Accounting Firm

 


**   Filed herewith

 

13