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 8, 2015

Date of Earliest Event Reported: June 8, 2015

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):

oWritten communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 8, 2015, The Pep Boys — Manny, Moe & Jack issued a press release announcing its earnings for the fiscal quarter ended May 2, 2015.

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 8, 2015.

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/ DAVID R. STERN
		David R. Stern
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)
Date: June 8, 2015

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Pep Boys Reports First Quarter 2015 Results

— Third Consecutive Quarter of Positive Comp Sales —

PHILADELPHIA — June 8, 2015 — The Pep Boys — Manny, Moe & Jack (NYSE: “PBY”), the nation’s leading automotive aftermarket service and retail chain, announced the following results for the thirteen weeks (first quarter) ended May 2, 2015.

Sales

Sales for the thirteen weeks ended May 2, 2015 increased by $3.4 million, or 0.6%, to $542.3 million from $538.8 million for the thirteen weeks ended May 3, 2014. Comparable sales increased 0.8%, consisting of an increase of 1.3% in comparable service revenue and an increase of 0.6% in comparable merchandise sales. 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 increased 1.9%, while comparable retail sales decreased 0.5%.

Earnings

Net earnings for the first quarter of fiscal 2015 were $11.9 million ($0.22 per share) as compared to net earnings of $1.6 million ($0.03 per share) recorded in the first quarter of fiscal 2014. Operating profit for the first quarter of fiscal 2015 increased to $23.1 million from $6.0 million recorded in the first quarter of fiscal 2014. The 2015 results included, on a pre-tax basis, a $10.0 million sale of a leasehold interest offset by a $0.8 million asset impairment charge. The 2014 results included, on a pre-tax basis, a $1.2 million asset impairment charge and $4.0 million in litigation accruals.

Commentary

“We are pleased to report the third consecutive quarter of positive comparable stores sales,” said interim CEO John Sweetwood. “Once again, tires, commercial, fleet and digital led the way. More importantly, we improved our operating profit by 24% (excluding the discrete items discussed above) by maintaining our gross profit margins and reducing SG&A expense.”

John continued, “During the quarter, we also generated $10.0 million from the sale of a leasehold interest, a portion of which was reinvested into our next Road Ahead market — Baltimore — that is scheduled to be grand re-opened in July.”

About Pep Boys

Since 1921, Pep Boys has been the nation’s leading automotive aftermarket chain. With over 7,500 service bays in over 800 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 www.pepboys.com.

Certain statements contained herein constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “guidance,” “expect,” “anticipate,” “estimates,” “targets,” “forecasts” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include, but are not limited to, management’s expectations regarding implementation of its long-term strategic plan and actions taken or contemplated to enhance shareholder value, future financial performance, automotive aftermarket trends, levels of competition, business development activities, future capital expenditures, financing sources and availability, the effects of regulation and litigation, statements regarding the anticipated proxy contest by GAMCO Asset Management Inc, and the other participants in its solicitation and statements regarding actions taken or contemplated with respect to corporate and board governance. 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, risks related to the actions of GAMCO and its affiliates as well as other activist shareholders, including the amount of related costs incurred by the Company and the disruption caused to the Company’s business activities and the additional factors described in the Company’s filings with the Securities and Exchange Commission. 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 Tuesday, June 9 at 8:30 a.m. EDT over the Internet at the Vcall website, located at 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 Tuesday, June 9 on Pep Boys’ website at www.pepboys.com. In addition, Pep Boys’ investor presentation, also available at www.pepboys.com, will be updated to reflect the Company’s year-to-date results.

###

Investor Contact:

David Stern

(215) 430-9727

Email: investorrelations@pepboys.com

Pep Boys Financial Highlights

Thirteen weeks ended	May 2, 2015		May 3, 2014
Total revenues	$	542,261,000	$	538,821,000
Net earnings	$	11,893,000	$	1,608,000
Basic earnings per share:
Average shares	54,094,000		53,470,000
Basic earnings per share:	$	0.22	$	0.03
Diluted earnings per share:
Average shares	54,184,000		54,009,000
Diluted earnings per share:	$	0.22	$	0.03

EX-99.2

Exhibit 99.2

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES (UNAUDITED)

CONSOLIDATED BALANCE SHEETS

(dollar amounts in thousands)

	May 2, 2015			January 31, 2015			May 3, 2014
Assets
Current assets:
Cash and cash equivalents	$	42,166		$	38,044		$	37,817
Accounts receivable, less allowance for uncollectible accounts of $1,680, $1,604 and $1,486	29,101			31,013			27,385
Merchandise inventories	651,461			656,957			663,554
Prepaid expenses	26,159			27,952			26,430
Other current assets	52,450			55,986			60,047
Assets held for disposal	2,377			2,648			2,013
Total current assets	803,714			812,600			817,246
Property and equipment, net of accumulated depreciation of $1,264,412, $1,251,797 and $1,245,488	597,783			604,380			622,866
Goodwill	32,869			32,869			56,794
Deferred income taxes	51,666			56,571			57,068
Other long-term assets	34,696			35,321			38,977
Total assets	$	1,520,728		$	1,541,741		$	1,592,951
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	230,211		$	227,132		$	247,756
Trade payable program liability	139,279			140,904			134,121
Accrued expenses	208,794			226,176			226,667
Deferred income taxes	64,357			61,216			69,498
Current maturities of long-term debt	2,000			2,000			2,000
Total current liabilities	644,641			657,428			680,042
Long-term debt less current maturities	193,500			211,000			202,500
Other long-term liabilities	44,128			45,567			48,186
Deferred gain from asset sales	100,360			103,596			111,672
Commitments and contingencies
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	297,563			298,299			297,002
Retained earnings	404,465			397,890			433,673
Accumulated other comprehensive income (loss)	(245		)	(391		)	341
Treasury stock, at cost - 14,693,191 shares; 14,988,205 shares and 15,314,768 shares	(232,241		)	(240,205		)	(249,022		)
Total stockholders’ equity	538,099			524,150			550,551
Total liabilities and stockholders’ equity	$	1,520,728		$	1,541,741		$	1,592,951
Supplemental balance sheet information:
Working capital	$	159,073		$	155,172		$	137,204
Current ratio	1.25			1.24			1.20
Accounts payable to inventory ratio	56.7		%	56.0		%	57.6		%
Total debt as a percent of total capitalization	26.6		%	28.9		%	27.1		%
Debt as a percent of total capitalization, net	22.2		%	25.0		%	23.2		%

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(dollar amounts in thousands, except per share amounts)

	Thirteen weeks ended
	May 2, 2015					May 3, 2014
				%					%
	Amount			Sales		Amount			Sales
Merchandise sales	$	413,125		76.2		$	411,906		76.4
Service revenue	129,136			23.8		126,915			23.6
Total revenues	542,261			100.0		538,821			100.0
Costs of merchandise sales	286,243			69.3		285,047			69.2
Costs of service revenue	122,251			94.7		120,648			95.1
Total costs of revenues	408,494			75.3		405,695			75.3
Gross profit from merchandise sales	126,882			30.7		126,859			30.8
Gross profit from service revenue	6,885			5.3		6,267			4.9
Total gross profit	133,767			24.7		133,126			24.7
Selling, general and administrative expenses	120,847			22.3		127,071			23.6
Net gain (loss) from dispositions of assets	218			—		(10		)	—
Gain on sale from leasehold interest	10,000			1.8		—			—
Operating profit	23,138			4.3		6,045			1.1
Other income	372			0.1		441			0.1
Interest expense	(3,329		)	(0.6	)	(3,782		)	(0.7	)
Earnings from continuing operations before income taxes and discontinued operations	20,181			3.7		2,704			0.5
Income tax expense	(8,322		)	(41.2	)(1)	(1,067		)	(39.5	)(1)
Earnings from continuing operations before discontinued operations	11,859			2.2		1,637			0.3
Gain (loss) from discontinued operations, net of tax	34			—		(29		)	—
Net earnings	11,893			2.2		1,608			0.3
Basic earnings per share:
Earnings from continuing operations before discontinued operations	$	0.22				$	0.03
Discontinued operations, net of tax	—					—
Basic earnings per share	$	0.22				$	0.03
Diluted earnings per share:
Earnings from continuing operations before discontinued operations	$	0.22				$	0.03
Discontinued operations, net of tax	—					—
Diluted earnings per share	$	0.22				$	0.03
Other comprehensive income (loss):
Derivative financial instruments adjustment, net of tax	146					(38		)
Other comprehensive income (loss)	146					(38		)
Comprehensive income	$	12,039				$	1,570

(1) As a percentage of earnings from continuing operations before income taxes and discontinued operations.

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollar amounts in thousands)

Thirteen weeks ended	May 2, 2015			May 3, 2014
Cash flows from operating activities:
Net earnings	$	11,893		$	1,608
Adjustments to reconcile net earnings to net cash provided by continuing operations:
Net (earnings) loss from discontinued operations	(34		)	29
Depreciation	16,894			18,320
Amortization of deferred gain from asset sales	(3,236		)	(3,151		)
Amortization of deferred financing costs	626			664
Stock compensation expense	1,017			826
Deferred income taxes	7,927			743
Net (gain) loss from dispositions of assets	(218		)	10
Loss from asset impairment	798			1,172
Other	(473		)	(111		)
Changes in assets and liabilities, net of the effects of acquisitions:
Decrease in accounts receivable, prepaid expenses and other	7,347			4,174
Decrease in merchandise inventories	5,496			8,800
Increase (decrease) in accounts payable	4,735			(8,903		)
Decrease in accrued expenses	(17,829		)	(12,467		)
Decrease in other long-term liabilities	(859		)	(231		)
Net cash provided by continuing operations	34,084			11,483
Net cash used in discontinued operations	(255		)	(29		)
Net cash provided by operating activities	33,829			11,454
Cash flows from investing activities:
Capital expenditures	(12,267		)	(14,565		)
Proceeds from dispositions of assets	515			—
Net cash used in investing activities	(11,752		)	(14,565		)
Cash flows from financing activities:
Borrowings under line of credit agreements	95,155			164,206
Payments under line of credit agreements	(112,155		)	(160,706		)
Borrowings on trade payable program liability	40,872			49,708
Payments on trade payable program liability	(42,497		)	(45,388		)
Debt payments	(500		)	(500		)
Proceeds from stock issuance	1,170			177
Net cash (used in) provided by financing activities	(17,955		)	7,497
Net increase in cash and cash equivalents	4,122			4,386
Cash and cash equivalents at beginning of period	38,044			33,431
Cash and cash equivalents at end of period	$	42,166		$	37,817
Supplemental cash flow information:
Accrued purchases of property and equipment
Cash paid for income taxes	$	42		$	—
Cash received from income tax refunds	$	—		$	174
Cash paid for interest	$	2,674		$	2,659
Accrued purchases of property and equipment	$	2,247		$	5,748

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
			May 2, 2015		May 3, 2014
(a)	Earnings from continuing operations before discontinued operations		$	11,859	$	1,637
	Gain (loss) from discontinued operations, net of tax		34		(29		)
	Net earnings		$	11,893	$	1,608
(b)	Basic average number of common shares outstanding during period		54,094		53,470
	Common shares assumed issued upon exercise of dilutive stock options, net of assumed repurchase, at the average market price		90		539
(c)	Diluted average number of common shares assumed outstanding during period		54,184		54,009
	Basic earnings per share:
	Earnings from continuing operations before discontinued operations	(a) / (b)	$	0.22	$	0.03
	Discontinued operations, net of tax		—		—
	Basic earnings per share		$	0.22	$	0.03
	Diluted earnings per share:
	Earnings from continuing operations before discontinued operations	(a) / (c)	$	0.22	$	0.03
	Discontinued operations, net of tax		—		—
	Diluted earnings per share		$	0.22	$	0.03

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES
ADDITIONAL INFORMATION	(dollar amounts in thousands)

	Thirteen weeks ended
	May 2, 2015			May 3, 2014
Capital expenditures	$	12,267		$	14,565
Depreciation	$	16,894		$	18,320
Non-operating income:
Net rental revenue	$	304		$	399
Investment income	60			47
Other income	8			(5		)
Total	$	372		$	441
Comparable sales percentages:
Service	1.3		%	3.2		%
Merchandise	0.6		%	-2.8		%
Total	0.8		%	-1.4		%
Total square feet of retail space (including service centers)	12,912,000			12,845,000
Store count
Supercenter	562			567
Service & Tire Center	235			225
Retail Only	6			6
Total	803			798
Sales and gross profit by line of business (A):
Service center revenue	$	300,883		$	293,913
Retail sales	241,378			244,908
Total revenues	$	542,261		$	538,821
Gross profit from service center revenue, prior to impairment charge	$	67,652		64,735
Service center revenue impairment charge	(753		)	(956		)
Gross profit from service center revenue	$	66,899		$	63,779
Gross profit from retail sales, prior to impairment charge	$	66,913		69,562
Retail sales impairment charge	(45		)	(215		)
Gross profit from retail sales	$	66,868		$	69,347
Total gross profit	$	133,767		$	133,126
Comparable sales percentages by line of business (A):
Service center revenue	1.9		%	-1.0		%
Retail sales	-0.5		%	-1.9		%
Total revenues	0.8		%	-1.4		%
Gross profit percentage by line of business (A):
Gross profit percentage from service center revenue, prior to impairment charge	22.5		%	22.0		%
Impairment charge	(0.3		)	(0.3		)
Gross profit percentage from service center revenue	22.2		%	21.7		%
Gross profit percentage from retail sales, prior to impairment charge	27.7		%	28.4		%
Impairment charge	(0.0		)	(0.1		)
Gross profit percentage from retail sales	27.7		%	28.3		%
Total gross profit percentage	24.7		%	24.7		%

(A) Retail sales include DIY and commercial sales. Service center revenue includes revenue from labor and installed parts and tires.