8-K

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

(Registrant’s 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.

2

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

3

EX-99.1

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 nation’s 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 nation’s 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 management’s 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 Company’s 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 Company’s stores, competitive pricing, the location and number of competitors’ stores, product and labor costs and the additional factors described in the Company’s 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 Company’s 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		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

EX-99.2

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
	April 28, 2012			April 30, 2011
Capital expenditures	$	11,940		$	18,123
Depreciation and amortization	$	19,938		$	19,884
Non-operating income:
Net rental revenue	$	385		$	494
Investment income	48			82
Other income	37			11
Total	$	470		$	587
Comparable sales percentages:
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
Store count
Supercenter	562			560
Service & Tire Center	169			62
Retail Only	7			8
Total	738			630
Sales and gross profit by line of business (A):
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
Total gross profit	$	127,652		$	135,122
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.