UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: June 6, 2012
Date of Earliest Event Reported: June 6, 2012
The Pep Boys - Manny, Moe & Jack
(Exact name of registrant as specified in charter)
Pennsylvania |
|
1-3381 |
|
23-0962915 |
(State or other jurisdiction of |
|
(Commission |
|
(I.R.S. Employer ID number) |
incorporation or organization) |
|
File No.) |
|
|
3111 W. Allegheny Ave. Philadelphia, PA |
|
19132 |
(Address of principal executive offices) |
|
(Zip code) |
215-430-9000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On June 6, 2012, The Pep Boys Manny, Moe & Jack issued a press release announcing its earnings for the fiscal quarter ended April 28, 2012.
The information in Items 2.02 and 9.01 (including the Exhibits filed herewith) of this Current Report is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Items 2.02 and 9.01 (including the Exhibits filed herewith) of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this report:
Exhibit No. 99.1 Press release dated June 6, 2012.
Exhibit No. 99.2 Unaudited supplemental financial data.
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 hereunto duly authorized.
|
THE PEP BOYS - MANNY, MOE & JACK | |
|
|
|
|
By: |
/s/ Raymond L. Arthur |
|
|
Raymond L. Arthur |
|
|
Executive Vice President and |
|
|
Chief Financial Officer |
|
|
|
Date: June 6, 2012 |
|
|
Exhibit 99.1
FOR IMMEDIATE RELEASE
Pep Boys Reports First Quarter 2012 Results
PHILADELPHIA June 6, 2012 The Pep Boys Manny, Moe & Jack (NYSE: PBY), the nations leading automotive aftermarket service and retail chain, today announced results for the thirteen weeks (first quarter) ended April 28, 2012.
Sales
Sales for the thirteen weeks ended April 28, 2012 increased by $11.1 million, or 2.2%, to $524.6 million from $513.5 million for the thirteen weeks ended April 30, 2011. Comparable sales decreased 2.8%, consisting of a 1.2% comparable service revenue decrease and a 3.2% comparable merchandise sales decrease. In accordance with GAAP, service revenue is limited to labor sales, while merchandise sales include merchandise sold through both our service center and retail lines of business. Re-categorizing sales into the respective lines of business from which they are generated, comparable service center revenue (labor plus installed merchandise and tires) decreased 0.7%, while comparable retail sales (DIY and Commercial) decreased 4.6%.
Earnings
Net earnings for the first quarter of fiscal 2012 decreased to $1.1 million ($0.02 per share) from $12.4 million ($0.23 per share) recorded in the same period last year. The 2012 quarter included, on a pre-tax basis, $1.6 million in merger related costs.
Commentary
President & CEO Mike Odell said, It has been a challenging start to the year, due to the mild winter weather, restrained customer spending and not clicking on all cylinders in our performance. But we have made the necessary changes and expect to return to year-over-year profit growth in the third and fourth quarters, as we had done for 11 consecutive quarters through the third quarter of 2011.
Mike continued, We currently intend to use our approximately $100 million of cash on hand together with settlement proceeds and cash flow from operations, to pay down our debt, settle our interest rate swap and retire our frozen defined benefit pension plan this year. Our debt covenants currently prevent us from buying back shares. Pep Boys is in its best financial position in over a decade, allowing us to continue our store growth, with approximately 40 new stores this year.
Since 1921, Pep Boys has been the nations leading automotive aftermarket chain. With approximately 7,200 service bays in more than 735 locations in 35 states and Puerto Rico, Pep Boys offers name-brand tires; automotive maintenance and repair; parts and expert advice for the Do-It-Yourselfer; commercial auto parts delivery; and fleet maintenance and repair. Customers can find the nearest location by calling 1-800-PEP-BOYS (1-800-737-2697) or by visiting http://www.pepboys.com.
Certain statements contained herein constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The word guidance, expect, anticipate, estimates, forecasts and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include managements expectations regarding implementation of its long-term strategic plan, future financial performance, automotive aftermarket trends, levels of competition, business development activities, future capital expenditures, financing sources and availability and the effects of regulation and litigation. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. The Companys actual results may differ materially from the results discussed in the forward-looking statements due to factors beyond the control of the Company, including the strength of the national and regional economies, retail and commercial consumers ability to spend, the health of the various sectors of the automotive aftermarket, the weather in geographical regions with a high concentration of the Companys stores, competitive pricing, the location and number of competitors stores, product and labor costs and the additional factors described in the Companys filings with the SEC. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.
Investors have an opportunity to listen to the Companys quarterly conference calls discussing its results and related matters. The call for the first quarter will be broadcast live on Thursday, June 7 at 8:30 a.m. ET over the Internet at the Vcall website, located at http://www.investorcalendar.com. To listen to the call live, please go to the website at least 15 minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call. Supplemental financial information will be available the morning of June 7 on Pep Boys website at http://www.pepboys.com.
###
Investor Contact: |
Media Contact: |
Mike Melia |
Regina M. Tracy |
(215) 430-9459 |
(215) 430-9081 |
Email: investorrelations@pepboys.com |
Email: mediarelations@pepboys.com |
Pep Boys Financial Highlights
Thirteen weeks ended |
|
April 28, 2012 |
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April 30, 2011 |
| ||
|
|
|
|
|
| ||
Total revenues |
|
$ |
524,604,000 |
|
$ |
513,540,000 |
|
|
|
|
|
|
| ||
Net earnings |
|
$ |
1,062,000 |
|
$ |
12,368,000 |
|
|
|
|
|
|
| ||
Basic earnings per share: |
|
|
|
|
| ||
Average shares |
|
53,071,000 |
|
52,881,000 |
| ||
|
|
|
|
|
| ||
Basic earnings per share: |
|
$ |
0.02 |
|
$ |
0.23 |
|
|
|
|
|
|
| ||
Diluted earnings per share: |
|
|
|
|
| ||
Average shares |
|
53,949,000 |
|
53,566,000 |
| ||
|
|
|
|
|
| ||
Diluted earnings per share: |
|
$ |
0.02 |
|
$ |
0.23 |
|
Exhibit 99.2
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES |
(UNAUDITED) |
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME |
|
(dollar amounts in thousands, except per share amounts) |
|
|
|
April 28, 2012 |
|
April 30, 2011 |
| ||||||
|
|
|
|
% |
|
|
|
% |
| ||
Thirteen weeks ended |
|
Amount |
|
Sales |
|
Amount |
|
Sales |
| ||
|
|
|
|
|
|
|
|
|
| ||
Merchandise sales |
|
$ |
412,332 |
|
78.6 |
|
$ |
408,627 |
|
79.6 |
|
Service revenue |
|
112,272 |
|
21.4 |
|
104,913 |
|
20.4 |
| ||
Total revenues |
|
524,604 |
|
100.0 |
|
513,540 |
|
100.0 |
| ||
Costs of merchandise sales |
|
290,856 |
|
70.5 |
|
285,329 |
|
69.8 |
| ||
Costs of service revenue |
|
106,096 |
|
94.5 |
|
93,089 |
|
88.7 |
| ||
Total costs of revenues |
|
396,952 |
|
75.7 |
|
378,418 |
|
73.7 |
| ||
Gross profit from merchandise sales |
|
121,476 |
|
29.5 |
|
123,298 |
|
30.2 |
| ||
Gross profit from service revenue |
|
6,176 |
|
5.5 |
|
11,824 |
|
11.3 |
| ||
Total gross profit |
|
127,652 |
|
24.3 |
|
135,122 |
|
26.3 |
| ||
Selling, general and administrative expenses |
|
119,710 |
|
22.8 |
|
108,900 |
|
21.2 |
| ||
Net (loss) gain from dispositions of assets |
|
(2 |
) |
|
|
89 |
|
|
| ||
Operating profit |
|
7,940 |
|
1.5 |
|
26,311 |
|
5.1 |
| ||
Non-operating income |
|
470 |
|
0.1 |
|
587 |
|
0.1 |
| ||
Interest expense |
|
6,516 |
|
1.2 |
|
6,497 |
|
1.3 |
| ||
Earnings from continuing operations before income taxes |
|
1,894 |
|
0.4 |
|
20,401 |
|
4.0 |
| ||
Income tax expense |
|
760 |
|
40.1 |
(1) |
7,996 |
|
39.2 |
(1) | ||
Earnings from continuing operations |
|
1,134 |
|
0.2 |
|
12,405 |
|
2.4 |
| ||
Loss from discontinued operations, net of tax |
|
(72 |
) |
|
|
(37 |
) |
|
| ||
Net earnings |
|
1,062 |
|
0.2 |
|
12,368 |
|
2.4 |
| ||
|
|
|
|
|
|
|
|
|
| ||
Basic earnings per share: |
|
|
|
|
|
|
|
|
| ||
Earnings from continuing operations |
|
$ |
0.02 |
|
|
|
$ |
0.23 |
|
|
|
Discontinued operations, net of tax |
|
|
|
|
|
|
|
|
| ||
Basic earnings per share |
|
$ |
0.02 |
|
|
|
$ |
0.23 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Diluted earnings per share: |
|
|
|
|
|
|
|
|
| ||
Earnings from continuing operations |
|
$ |
0.02 |
|
|
|
$ |
0.23 |
|
|
|
Discontinued operations, net of tax |
|
|
|
|
|
|
|
|
| ||
Diluted earnings per share |
|
$ |
0.02 |
|
|
|
$ |
0.23 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Other comprehensive income: |
|
|
|
|
|
|
|
|
| ||
Defined benefit plan adjustment, net of tax |
|
354 |
|
|
|
220 |
|
|
| ||
Derivative financial instruments adjustment, net of tax |
|
1,020 |
|
|
|
515 |
|
|
| ||
Other comprehensive income |
|
1,374 |
|
|
|
735 |
|
|
| ||
Comprehensive income |
|
2,436 |
|
|
|
13,103 |
|
|
|
(1) As a percentage of earnings from continuing operations before income taxes
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES |
(UNAUDITED) |
|
|
CONSOLIDATED BALANCE SHEETS |
|
(dollar amounts in thousands) |
|
|
|
April 28, 2012 |
|
January 28, 2012 |
|
April 30, 2011 |
| |||
|
|
|
|
|
|
|
| |||
Assets |
|
|
|
|
|
|
| |||
Current assets: |
|
|
|
|
|
|
| |||
Cash and cash equivalents |
|
$ |
99,439 |
|
$ |
58,244 |
|
$ |
100,374 |
|
Accounts receivable, less allowance for uncollectible accounts of $1,289; $1,303 and $1,385 |
|
22,542 |
|
25,792 |
|
19,460 |
| |||
Merchandise inventories |
|
627,314 |
|
614,136 |
|
578,272 |
| |||
Prepaid expenses |
|
26,077 |
|
26,394 |
|
26,225 |
| |||
Other current assets |
|
57,197 |
|
59,979 |
|
56,598 |
| |||
Total current assets |
|
832,569 |
|
784,545 |
|
780,929 |
| |||
Property and equipment - net |
|
688,909 |
|
696,339 |
|
696,090 |
| |||
Goodwill |
|
46,917 |
|
46,917 |
|
2,549 |
| |||
Deferred income taxes |
|
67,745 |
|
72,870 |
|
62,851 |
| |||
Other long-term assets |
|
32,393 |
|
33,108 |
|
30,093 |
| |||
Total assets |
|
$ |
1,668,533 |
|
$ |
1,633,779 |
|
$ |
1,572,512 |
|
|
|
|
|
|
|
|
| |||
Liabilities and stockholders equity |
|
|
|
|
|
|
| |||
Current liabilities: |
|
|
|
|
|
|
| |||
Accounts payable |
|
$ |
261,834 |
|
$ |
243,712 |
|
$ |
231,663 |
|
Trade payable program liability |
|
100,414 |
|
85,214 |
|
53,060 |
| |||
Accrued expenses |
|
228,675 |
|
221,705 |
|
225,891 |
| |||
Deferred income taxes |
|
62,627 |
|
66,208 |
|
58,066 |
| |||
Current maturities of long-term debt |
|
1,079 |
|
1,079 |
|
1,079 |
| |||
Total current liabilities |
|
654,629 |
|
617,918 |
|
569,759 |
| |||
|
|
|
|
|
|
|
| |||
Long-term debt less current maturities |
|
293,773 |
|
294,043 |
|
294,852 |
| |||
Other long-term liabilities |
|
75,391 |
|
77,216 |
|
67,338 |
| |||
Deferred gain from asset sales |
|
137,110 |
|
140,273 |
|
149,732 |
| |||
|
|
|
|
|
|
|
| |||
Stockholders equity: |
|
|
|
|
|
|
| |||
Common stock, par value $1 per share: |
|
|
|
|
|
|
| |||
Authorized 500,000,000 shares; issued 68,557,041 shares |
|
68,557 |
|
68,557 |
|
68,557 |
| |||
Additional paid-in capital |
|
295,411 |
|
296,462 |
|
294,984 |
| |||
Retained earnings |
|
424,083 |
|
423,437 |
|
412,716 |
| |||
Accumulated other comprehensive loss |
|
(16,275 |
) |
(17,649 |
) |
(16,293 |
) | |||
Treasury stock, at cost - 15,716,914 shares; |
|
|
|
|
|
|
| |||
15,803,322 shares and 15,901,648 shares |
|
(264,146 |
) |
(266,478 |
) |
(269,133 |
) | |||
Total stockholders equity |
|
507,630 |
|
504,329 |
|
490,831 |
| |||
Total liabilities and stockholders equity |
|
$ |
1,668,533 |
|
$ |
1,633,779 |
|
$ |
1,572,512 |
|
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES |
(UNAUDITED) |
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
(dollar amounts in thousands) |
|
Thirteen weeks ended |
|
April 28, 2012 |
|
April 30, 2011 |
| ||
|
|
|
|
|
| ||
Cash flows from operating activities: |
|
|
|
|
| ||
Net earnings |
|
$ |
1,062 |
|
$ |
12,368 |
|
Adjustments to reconcile net earnings to net cash provided by continuing operations: |
|
|
|
|
| ||
Net loss from discontinued operations |
|
72 |
|
37 |
| ||
Depreciation and amortization |
|
19,938 |
|
19,884 |
| ||
Amortization of deferred gain from asset sales |
|
(3,163 |
) |
(3,143 |
) | ||
Stock compensation expense |
|
652 |
|
638 |
| ||
Deferred income taxes |
|
719 |
|
4,458 |
| ||
Net loss (gain) from disposition of assets |
|
2 |
|
(89 |
) | ||
Other |
|
(85 |
) |
(63 |
) | ||
Changes in assets and liabilities, net of the effects of acquisitions: |
|
|
|
|
| ||
Decrease in accounts receivable, prepaid expenses and other |
|
7,124 |
|
7,406 |
| ||
Increase in merchandise inventories |
|
(13,178 |
) |
(13,323 |
) | ||
Increase in accounts payable |
|
18,122 |
|
21,223 |
| ||
Increase (decrease) in accrued expenses |
|
6,385 |
|
(8,242 |
) | ||
Increase (decrease) in other long-term liabilities |
|
466 |
|
(2,458 |
) | ||
Net cash provided by continuing operations |
|
38,116 |
|
38,696 |
| ||
Net cash used in discontinued operations |
|
(106 |
) |
(66 |
) | ||
Net cash provided by operating activities |
|
38,010 |
|
38,630 |
| ||
|
|
|
|
|
| ||
Cash flows from investing activities: |
|
|
|
|
| ||
Capital expenditures |
|
(11,940 |
) |
(18,123 |
) | ||
Proceeds from dispositions of assets |
|
|
|
89 |
| ||
Premiums paid on life insurance policies |
|
|
|
(741 |
) | ||
Collateral investment |
|
|
|
(4,763 |
) | ||
Other |
|
|
|
(144 |
) | ||
Net cash used in investing activities |
|
(11,940 |
) |
(23,682 |
) | ||
|
|
|
|
|
| ||
Cash flows from financing activities: |
|
|
|
|
| ||
Borrowings under line of credit agreements |
|
524 |
|
1,067 |
| ||
Payments under line of credit agreements |
|
(524 |
) |
(1,067 |
) | ||
Borrowings on trade payable program liability |
|
42,722 |
|
24,589 |
| ||
Payments on trade payable program liability |
|
(27,522 |
) |
(27,816 |
) | ||
Debt payments |
|
(270 |
) |
(270 |
) | ||
Dividends paid |
|
|
|
(1,585 |
) | ||
Other |
|
195 |
|
268 |
| ||
Net cash provided by (used in) financing activities |
|
15,125 |
|
(4,814 |
) | ||
Net increase in cash and cash equivalents |
|
41,195 |
|
10,134 |
| ||
Cash and cash equivalents at beginning of period |
|
58,244 |
|
90,240 |
| ||
Cash and cash equivalents at end of period |
|
$ |
99,439 |
|
$ |
100,374 |
|
|
|
|
|
|
| ||
Supplemental cash flow information: |
|
|
|
|
| ||
Cash paid for income taxes |
|
$ |
1,227 |
|
$ |
57 |
|
Cash paid for interest |
|
$ |
2,940 |
|
$ |
2,885 |
|
Accrued purchases of property and equipment |
|
$ |
1,970 |
|
$ |
993 |
|
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES |
|
|
|
COMPUTATION OF BASIC AND DILUTED EARNINGS PER SHARE |
(in thousands, except per share data) |
Thirteen weeks ended |
|
|
|
April 28, 2012 |
|
April 30, 2011 |
| |||
|
|
|
|
|
|
|
| |||
(a) |
Earnings from continuing operations |
|
|
|
$ |
1,134 |
|
$ |
12,405 |
|
|
Loss from discontinued operations, net of tax |
|
|
|
(72 |
) |
(37 |
) | ||
|
|
|
|
|
|
|
|
| ||
|
Net earnings |
|
|
|
$ |
1,062 |
|
$ |
12,368 |
|
|
|
|
|
|
|
|
|
| ||
(b) |
Basic average number of common shares outstanding during period |
|
|
|
53,071 |
|
52,881 |
| ||
|
|
|
|
|
|
|
|
| ||
|
Common shares assumed issued upon exercise of dilutive stock options, net of assumed repurchase, at the average market price |
|
|
|
878 |
|
685 |
| ||
|
|
|
|
|
|
|
|
| ||
(c) |
Diluted average number of common shares assumed outstanding during period |
|
|
|
53,949 |
|
53,566 |
| ||
|
|
|
|
|
|
|
|
| ||
|
Basic earnings per share: |
|
|
|
|
|
|
| ||
|
Earnings from continuing operations |
|
(a) / (b) |
|
$ |
0.02 |
|
$ |
0.23 |
|
|
Discontinued operations, net of tax |
|
|
|
|
|
|
| ||
|
Basic earnings per share |
|
|
|
$ |
0.02 |
|
$ |
0.23 |
|
|
|
|
|
|
|
|
|
| ||
|
Diluted earnings per share: |
|
|
|
|
|
|
| ||
|
Earnings from continuing operations |
|
(a) / (c) |
|
$ |
0.02 |
|
$ |
0.23 |
|
|
Discontinued operations, net of tax |
|
|
|
|
|
|
| ||
|
Diluted earnings per share |
|
|
|
$ |
0.02 |
|
$ |
0.23 |
|
THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES |
|
|
|
ADDITIONAL INFORMATION |
(dollar amounts in thousands) |
|
|
Thirteen Weeks Ended |
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|
|
April 28, 2012 |
|
April 30, 2011 |
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|
|
|
|
|
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Capital expenditures |
|
$ |
11,940 |
|
$ |
18,123 |
|
|
|
|
|
|
| ||
Depreciation and amortization |
|
$ |
19,938 |
|
$ |
19,884 |
|
|
|
|
|
|
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Non-operating income: |
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|
|
|
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Net rental revenue |
|
$ |
385 |
|
$ |
494 |
|
Investment income |
|
48 |
|
82 |
| ||
Other income |
|
37 |
|
11 |
| ||
|
|
|
|
|
| ||
Total |
|
$ |
470 |
|
$ |
587 |
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
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Comparable sales percentages: |
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|
|
|
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Service |
|
-1.2 |
% |
1.6 |
% | ||
Merchandise |
|
-3.2 |
% |
-1.2 |
% | ||
Total |
|
-2.8 |
% |
-0.6 |
% | ||
|
|
|
|
|
| ||
Total square feet of retail space (including service centers) |
|
12,645,000 |
|
12,007,220 |
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|
|
|
|
|
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Store count |
|
|
|
|
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Supercenter |
|
562 |
|
560 |
| ||
Service & Tire Center |
|
169 |
|
62 |
| ||
Retail Only |
|
7 |
|
8 |
| ||
Total |
|
738 |
|
630 |
| ||
|
|
|
|
|
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Sales and gross profit by line of business (A): |
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|
|
|
| ||
|
|
|
|
|
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Service center revenue |
|
$ |
271,089 |
|
247,330 |
| |
Retail sales |
|
253,515 |
|
266,210 |
| ||
Total revenues |
|
$ |
524,604 |
|
$ |
513,540 |
|
|
|
|
|
|
| ||
Gross profit from service center revenue |
|
$ |
53,888 |
|
58,962 |
| |
Gross profit from retail sales |
|
73,764 |
|
76,160 |
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Total gross profit |
|
$ |
127,652 |
|
$ |
135,122 |
|
|
|
|
|
|
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|
|
|
|
|
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Comparable sales percentages by line of business (A): |
|
|
|
|
| ||
|
|
|
|
|
| ||
Service center revenue |
|
-0.7 |
% |
0.3 |
% | ||
Retail sales |
|
-4.6 |
% |
-1.5 |
% | ||
Total revenues |
|
-2.8 |
% |
-0.6 |
% | ||
|
|
|
|
|
| ||
Gross profit percentage by line of business (A): |
|
|
|
|
| ||
|
|
|
|
|
| ||
Gross profit percentage from service center revenue |
|
19.9 |
% |
23.8 |
% | ||
Gross profit percentage from retail sales |
|
29.1 |
% |
28.6 |
% | ||
Total gross profit percentage |
|
24.3 |
% |
26.3 |
% |
(A) Retail sales include DIY and commercial sales. Service center revenue includes revenue from labor and installed parts and tires.