ADVANCE AUTO PARTS INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended October 9, 2010
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________ to ________.
Commission file number 001-16797
ADVANCE AUTO PARTS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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54-2049910
(I.R.S. Employer
Identification No.)
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5008 Airport Road, Roanoke, Virginia 24012
(Address of Principal Executive Offices)
(Zip Code)
(540) 362-4911
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report).
Indicate by check mark 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
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Registration S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer p |
| Non-accelerated filer p (Do not check if a smaller reporting company) | Smaller reporting company p |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
p
No
x
As of November 15
, 2010, the registrant had outstanding 84,052,980
shares of Common Stock, par value $0.0001 per share (the only class of common stock of the registrant outstanding).
| ITEM 1 . |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF
ADVANCE AUTO PARTS, INC. AND SUBSIDIARIES
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October 9, 2010 and January 2, 2010
(in thousands, except per share data)
(unaudited)
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October 9,
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January 2,
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|||||||
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Assets
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2010
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2010
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||||||
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Current assets:
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||||||||
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Cash and cash equivalents
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$ | 194,502 | $ | 100,018 | ||||
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Receivables, net
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115,731 | 92,560 | ||||||
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Inventories, net
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1,839,498 | 1,631,867 | ||||||
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Other current assets
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51,931 | 63,173 | ||||||
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Total current assets
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2,201,662 | 1,887,618 | ||||||
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Property and equipment, net of accumulated depreciation of
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||||||||
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$906,296 and $914,045
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1,104,380 | 1,100,338 | ||||||
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Assets held for sale
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1,472 | 1,492 | ||||||
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Goodwill
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34,387 | 34,387 | ||||||
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Intangible assets, net
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25,583 | 26,419 | ||||||
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Other assets, net
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26,841 | 22,709 | ||||||
| $ | 3,394,325 | $ | 3,072,963 | |||||
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Liabilities and Stockholders' Equity
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||||||||
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Current liabilities:
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||||||||
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Current portion of long-term debt
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$ | 1,176 | $ | 1,344 | ||||
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Financed vendor accounts payable
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50,310 | 32,092 | ||||||
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Accounts payable
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1,255,608 | 966,274 | ||||||
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Accrued expenses
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429,262 | 393,060 | ||||||
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Other current liabilities
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91,508 | 73,257 | ||||||
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Total current liabilities
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1,827,864 | 1,466,027 | ||||||
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Long-term debt
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301,043 | 202,927 | ||||||
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Other long-term liabilities
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123,380 | 121,644 | ||||||
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Commitments and contingencies
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||||||||
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Stockholders' equity:
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||||||||
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Preferred stock, nonvoting, $0.0001 par value,
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||||||||
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10,000 shares authorized; no shares issued or outstanding
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- | - | ||||||
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Common stock, voting, $0.0001 par value, 200,000 shares authorized;
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||||||||
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105,351 shares issued and 84,016 outstanding at October 9, 2010
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||||||||
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and 104,251 shares issued and 93,623 outstanding at January 2, 2010
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11 | 10 | ||||||
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Additional paid-in capital
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443,595 | 392,962 | ||||||
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Treasury stock, at cost, 21,335 and 10,628 shares
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(869,256 | ) | (391,176 | ) | ||||
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Accumulated other comprehensive loss
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(2,080 | ) | (6,699 | ) | ||||
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Retained earnings
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1,569,768 | 1,287,268 | ||||||
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Total stockholders' equity
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1,142,038 | 1,282,365 | ||||||
| $ | 3,394,325 | $ | 3,072,963 | |||||
The accompanying notes to the condensed consolidated financial statements
are an integral part of these statements.
For the Twelve and Forty Week Periods Ended
October 9, 2010 and October 10, 2009
(in thousands, except per share data)
(unaudited)
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Twelve Week Periods Ended
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Forty Week Periods Ended
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|||||||||||||||
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October 9,
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October 10,
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October 9,
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October 10,
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|||||||||||||
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2010
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2009
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2010
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2009
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|||||||||||||
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Net sales
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$ | 1,406,511 | $ | 1,262,576 | $ | 4,655,073 | $ | 4,269,056 | ||||||||
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Cost of sales,
including purchasing and warehousing costs
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698,726 | 641,117 | 2,321,243 | 2,172,959 | ||||||||||||
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Gross profit
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707,785 | 621,459 | 2,333,830 | 2,096,097 | ||||||||||||
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Selling, general and administrative expenses
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560,563 | 516,604 | 1,832,834 | 1,698,885 | ||||||||||||
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Operating income
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147,222 | 104,855 | 500,996 | 397,212 | ||||||||||||
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Other, net:
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||||||||||||||||
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Interest expense
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(7,002 | ) | (5,339 | ) | (20,134 | ) | (18,430 | ) | ||||||||
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Other (expense) income, net
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(293 | ) | 487 | (1,471 | ) | 633 | ||||||||||
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Total other, net
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(7,295 | ) | (4,852 | ) | (21,605 | ) | (17,797 | ) | ||||||||
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Income before provision for income taxes
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139,927 | 100,003 | 479,391 | 379,415 | ||||||||||||
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Provision for income taxes
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52,329 | 38,024 | 181,451 | 143,521 | ||||||||||||
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Net income
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$ | 87,598 | $ | 61,979 | $ | 297,940 | $ | 235,894 | ||||||||
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Basic earnings per share
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$ | 1.04 | $ | 0.65 | $ | 3.41 | $ | 2.48 | ||||||||
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Diluted earnings per share
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$ | 1.03 | $ | 0.65 | $ | 3.37 | $ | 2.46 | ||||||||
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Average common shares outstanding
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83,695 | 94,656 | 87,011 | 94,647 | ||||||||||||
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Average common shares outstanding - assuming dilution
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84,802 | 95,474 | 87,953 | 95,325 | ||||||||||||
The accompanying notes to the condensed consolidated financial statements
are an integral part of these statements.
For the Forty Week Periods Ended
October 9, 2010 and October 10, 2009
(in thousands)
(unaudited)
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Forty Week Periods Ended
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||||||||
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October 9,
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October 10,
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|||||||
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2010
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2009
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|||||||
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Cash flows from operating activities:
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||||||||
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Net income
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$ | 297,940 | $ | 235,894 | ||||
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Adjustments to reconcile net income to net cash provided by
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||||||||
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operating activities:
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Depreciation and amortization
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125,441 | 114,856 | ||||||
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Share-based compensation
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15,741 | 13,446 | ||||||
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Loss on property and equipment, net
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4,782 | 7,979 | ||||||
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Other
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938 | 277 | ||||||
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Provision for deferred income taxes
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25,526 | 56,013 | ||||||
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Excess tax benefit from share-based compensation
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(3,965 | ) | (2,531 | ) | ||||
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Net (increase) decrease in:
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||||||||
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Receivables, net
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(23,171 | ) | 4,210 | |||||
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Inventories, net
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(207,631 | ) | (33,979 | ) | ||||
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Other assets
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10,790 | 4,988 | ||||||
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Net increase in:
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||||||||
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Accounts payable
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289,334 | 168,362 | ||||||
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Accrued expenses
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58,164 | 43,576 | ||||||
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Other liabilities
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2,605 | 15,359 | ||||||
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Net cash provided by operating activities
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596,494 | 628,450 | ||||||
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Cash flows from investing activities:
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||||||||
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Purchases of property and equipment
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(147,158 | ) | (132,622 | ) | ||||
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Proceeds from sales of property and equipment
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197 | 2,565 | ||||||
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Net cash used in investing activities
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(146,961 | ) | (130,057 | ) | ||||
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Cash flows from financing activities:
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||||||||
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Decrease in bank overdrafts
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(4,620 | ) | (20,565 | ) | ||||
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Increase (decrease) in financed vendor accounts payable
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18,218 | (84,433 | ) | |||||
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Issuance of senior unsecured notes
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298,761 | - | ||||||
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Payment of debt related costs
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(4,572 | ) | - | |||||
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Early extinguishment of debt
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(200,000 | ) | - | |||||
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Borrowings under credit facilities
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75,000 | 173,400 | ||||||
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Payments on credit facilities
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(75,000 | ) | (349,900 | ) | ||||
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Payments on note payable
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(525 | ) | (512 | ) | ||||
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Dividends paid
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(21,027 | ) | (22,772 | ) | ||||
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Proceeds from the issuance of common stock, primarily exercise
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||||||||
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of stock options
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33,160 | 31,978 | ||||||
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Excess tax benefit from share-based compensation
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3,965 | 2,531 | ||||||
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Repurchase of common stock
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(478,080 | ) | (49,567 | ) | ||||
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Other
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(329 | ) | 304 | |||||
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Net cash used in financing activities
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(355,049 | ) | (319,536 | ) | ||||
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Net increase in cash and cash equivalents
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94,484 | 178,857 | ||||||
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Cash and cash equivalents
, beginning of period
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100,018 | 37,358 | ||||||
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Cash and cash equivalents
, end of period
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$ | 194,502 | $ | 216,215 | ||||
The accompanying notes to the condensed consolidated financial statements
are an integral part of these statements.
Advance Auto Parts, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows - (Continued)
For the Forty Week Periods Ended
October 9, 2010 and October 10, 2009
(in thousands)
(unaudited)
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Forty Week Periods Ended
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||||||||
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October 9,
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October 10,
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|||||||
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2010
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2009
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Supplemental cash flow information:
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||||||||
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Interest paid
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$ | 15,090 | $ | 17,868 | ||||
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Income tax payments, net
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136,379 | 98,551 | ||||||
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Non-cash transactions:
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||||||||
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Accrued purchases of property and equipment
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12,343 | 19,488 | ||||||
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Changes in other comprehensive income
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4,619 | 1,403 | ||||||
The accompanying notes to the condensed consolidated financial statements
are an integral part of these statements.
Notes to the Condensed Consolidated Financial Statements
For the Twelve and Forty Week Periods Ended October
9, 2010 and October 10, 2009
(in thousands, except per share data)
(unaudited)
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1.
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Basis of Presentation:
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The accompanying condensed consolidated financial statements include the accounts of Advance Auto Parts, Inc. and its wholly owned subsidiaries, or the Company. All significant intercompany balances and transactions have been eliminated in consolidation.
The condensed consolidated balance sheets as of October 9, 2010 and January 2, 2010, the condensed consolidated statements of operations for the twelve and forty week periods ended October 9, 2010 and October 10, 2009, and the condensed consolidated statements of cash flows for the forty week periods ended October 9, 2010 and October 10, 2009, have been prepared by the Company. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial position of the Company, the results of its operations and cash flows have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, have been condensed or omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s consolidated financial statements for the fiscal year ended January 2, 2010, or Fiscal 2009.
The accounting policies followed in the presentation of interim financial results are consistent with those followed on an annual basis. These policies are presented in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for Fiscal 2009 (filed with the Securities and Exchange Commission, or SEC, on March 2, 2010).
The results of operations for the interim periods are not necessarily indicative of the operating results to be expected for the full fiscal year.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
New Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board, or FASB, issued ASU No. 2010-06 “Fair Value Measurements and Disclosures – Improving Disclosures about Fair Value Measurements”. ASU 2010-06 requires new disclosures for significant transfers in and out of Level 1 and 2 of the fair value hierarchy and the activity within Level 3 of the fair value hierarchy. The updated guidance also clarifies existing disclosures regarding the level of disaggregation of assets or liabilities and the valuation techniques and inputs used to measure fair value. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2009, with the exception of the new Level 3 activity disclosures, which are effective for interim and annual reporting periods beginning after December 15, 2010. The adoption of ASU 2010-06 had no impact on the Company’s condensed consolidated financial statements.
In December 2009, the FASB issued ASU No. 2009-16, “Transfers and Servicing (Topic 860) Accounting for Transfers of Financial Assets,” which amends the ASC for the issuance of SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140.” The amendments in this ASU clarify the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting and
Advance Auto Parts, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Twelve and Forty Week Periods Ended October
9, 2010 and October 10, 2009
(in thousands, except per share data)
(unaudited)
require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. ASU 2009-16 is effective for the Company’s fiscal year beginning after November 15, 2009. The adoption of ASU 2009-16 had no impact on the Company’s condensed consolidated financial statements.
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2.
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Inventories, net:
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Inventories are stated at the lower of cost or market. The Company used the LIFO method of accounting for approximately 95% of inventories at both October 9, 2010 and January 2, 2010. Under LIFO, the Company’s cost of sales reflects the costs of the most recently purchased inventories, while the inventory carrying balance represents the costs for inventories purchased in Fiscal 2010 and prior years. The Company’s overall costs to acquire inventory for the same or similar products have generally decreased historically as the Company has been able to leverage its continued growth. Additionally, the Company’s inventory costs have decreased in recent years as a result of the Company’s execution of merchandise strategies and realization of supply chain efficiencies. As a result of utilizing LIFO, the Company recorded a reduction to cost of sales of $33,408 and $16,577 for the forty weeks ended October 9, 2010 and October 10, 2009, respectively.
An actual valuation of inventory under the LIFO method is performed by the Company at the end of each fiscal year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected fiscal year-end inventory levels and costs.
Inventory balances at October 9, 2010 and January 2, 2010 were as follows:
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October 9,
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January 2,
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|||||||
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2010
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2010
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Inventories at FIFO, net
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$ | 1,708,833 | $ | 1,534,610 | ||||
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Adjustments to state inventories at LIFO
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130,665 | 97,257 | ||||||
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Inventories at LIFO, net
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$ | 1,839,498 | $ | 1,631,867 | ||||
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3.
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Goodwill and Intangible Assets:
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Goodwill
The following table reflects the carrying amount of goodwill pertaining to the Company’s two segments, and the changes in goodwill carrying amounts, for the forty weeks ended October 9, 2010:
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AAP Segment
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AI Segment
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Total
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||||||||||
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Balance at January 2, 2010
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$ | 16,093 | $ | 18,294 | $ | 34,387 | ||||||
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Fiscal 2010 activity
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- | - | - | |||||||||
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Balance at October 9, 2010
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$ | 16,093 | $ | 18,294 | $ | 34,387 | ||||||
Advance Auto Parts, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Twelve and Forty Week Periods Ended October
9, 2010 and October 10, 2009
(in thousands, except per share data)
(unaudited)
Intangible Assets Other Than Goodwill
The gross and net carrying amounts of acquired intangible assets as of October 9, 2010 and January 2, 2010 are comprised of the following:
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Acquired intangible assets
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||||||||||||||||
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Not Subject
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||||||||||||||||
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Subject to Amortization
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to Amortization
|
|||||||||||||||
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Customer
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Trademark and
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Intangible
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||||||||||||||
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Relationships
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Other
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Tradenames
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Assets, net
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|||||||||||||
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Gross:
|
||||||||||||||||
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Gross carrying amount at January 2, 2010
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$ | 9,800 | $ | 885 | $ | 20,550 | $ | 31,235 | ||||||||
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Additions
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- | - | - | - | ||||||||||||
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Gross carrying amount at October 9, 2010
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$ | 9,800 | $ | 885 | $ | 20,550 | $ | 31,235 | ||||||||
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Net:
|
||||||||||||||||
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Net carrying amount at January 2, 2010
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$ | 5,543 | $ | 326 | $ | 20,550 | $ | 26,419 | ||||||||
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Additions
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- | - | - | - | ||||||||||||
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2010 amortization
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738 | 98 | - | 836 | ||||||||||||
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Net book value at October 9, 2010
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$ | 4,805 | $ | 228 | $ | 20,550 | $ | 25,583 | ||||||||
Amortization expense for each of the twelve week periods ended October 9, 2010 and October 10, 2009 was $251. Amortization expense for the forty week periods ended October 9, 2010 and October 10, 2009 was $836 and $897, respectively.
Future Amortization Expense
The table below shows expected amortization expense for the next five years for acquired intangible assets recorded as of October 9, 2010:
|
Fiscal Year
|
Amount
|
|||
|
Remainder of 2010
|
$ | 218 | ||
|
2011
|
967 | |||
|
2012
|
967 | |||
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2013
|
967 | |||
|
2014
|
967 | |||
Advance Auto Parts, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Twelve and Forty Week Periods Ended October
9, 2010 and October 10, 2009
(in thousands, except per share data)
(unaudited)
|
4.
|
|
Long-term debt consists of the following:
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October 9,
2010
|
January 2,
2010
|
|||||||
|
Revolving facility at variable interest rates
|
||||||||
|
due October 2011
|
$ | - | $ | - | ||||
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Term loan at variable interest rates
|
||||||||
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(1.31% at January 2, 2010)
|
||||||||
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repaid April 2011
(1)
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- | 200,000 | ||||||
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5.750% Senior Unsecured Notes
|
||||||||
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(net of unamortized discount of
|
||||||||
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$1,198 at October 9, 2010) due May 1, 2020
|
298,802 | - | ||||||
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Other
|
3,417 | 4,271 | ||||||
| 302,219 | 204,271 | |||||||
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Less: Current portion of long-term debt
|
(1,176 | ) | (1,344 | ) | ||||
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Long-term debt, excluding current portion
|
$ | 301,043 | $ | 202,927 | ||||
(1)
The original maturity of the Term loan was October 2011.
Senior Unsecured Notes
On April 29, 2010, the Company sold $300,000 aggregate principal amount of 5.75% senior unsecured notes due May 1, 2020, or the Notes, at a public offering price of 99.587% of the principal amount per note. The parent company, or Advance, served as the issuer of the Notes with each of Advance’s domestic subsidiaries serving as a subsidiary guarantor. The terms of the Notes are governed by an indenture and supplemental indenture (collectively the “Indenture”), dated as of April 29, 2010, among the Company, the subsidiary guarantors and Wells Fargo Bank, National Association, as Trustee.
The net proceeds from the offering of the Notes were $294,231, after deducting underwriting discounts and commissions and estimated offering expenses (collectively “deferred financing costs”) payable by the Company. The Company is amortizing the deferred financing costs over the term of the Notes. The Company used the net proceeds from this offering to repay indebtedness outstanding under its revolving credit facility and term loan. Amounts repaid under the Company’s revolving credit facility may be reborrowed from time to time for operational purposes, working capital needs, capital expenditures and other general corporate purposes.
The Notes bear interest at a rate of 5.75% per year payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2010. The Company may redeem some or all of the Notes at any time or from time to time, at the redemption price described in the Indenture. In addition, in the event of a Change of Control Triggering Event (as defined in the Indenture), the Company will be required to offer to repurchase the notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date. The Notes initially will be fully and unconditionally guaranteed, jointly and severally, on an unsubordinated and unsecured basis by each of the subsidiary guarantors. The Company will be permitted to release guarantees without the consent of holders of the Notes under the circumstances described in the Indenture.
The Indenture contains customary provisions for events of default including for (i) failure to pay principal or interest when due and payable, (ii) failure to comply with covenants or agreements in the Indenture or the Notes and failure to cure or obtain a waiver of such default upon notice, (iii) a default under any debt for money borrowed by
Advance Auto Parts, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Twelve and Forty Week Periods Ended October
9, 2010 and October 10, 2009
(in thousands, except per share data)
(unaudited)
the Company or any of its subsidiaries that results in acceleration of the maturity of such debt, or failure to pay any such debt within any applicable grace period after final stated maturity, in an aggregate amount greater than $25,000 without such debt having been discharged or acceleration having been rescinded or annulled within 10 days after receipt by the Company of notice of the default by the Trustee or holders of not less than 25% in aggregate principal amount of the Notes then outstanding, and (iv) events of bankruptcy, insolvency or reorganization affecting the Company and certain of its subsidiaries. In the case of an event of default, the principal amount of the Notes plus accrued and unpaid interest may be accelerated. The Indenture also contains covenants limiting the ability of the Company and its subsidiaries to incur debt secured by liens and to enter into sale and lease-back transactions.
Bank Debt
The Company has a $750,000 unsecured five-year revolving credit facility with Advance’s wholly-owned subsidiary, Advance Stores Company, Incorporated, or Stores, serving as the borrower. The revolving credit facility also provides for the issuance of letters of credit with a sub-limit of $300,000, and swingline loans in an amount not to exceed $50,000. The Company may request, subject to agreement by one or more lenders, that the total revolving commitment be increased by an amount not exceeding $250,000 (up to a total commitment of $1,000,000) during the term of the credit agreement. Voluntary prepayments and voluntary reductions of
the
revolving balance
are
permitted in whole or in part, at the Company’s option, in minimum principal amounts as specified in the revolving credit facility. The revolving credit facility matures on October 5, 2011.
As of October 9,
2010,
the Company
had no amount outstanding under its revolving credit facility, and letters of credit outstanding of $103,561, which reduced the availability under the revolving credit facility to $646,439. (The letters of credit generally have a term of one year or less.) A commitment fee is charged on the unused portion of the revolving credit facility, payable in arrears. The current commitment fee rate is 0.150% per annum.
The interest rate on borrowings under the revolving credit facility is based, at the Company’s option, on an adjusted LIBOR rate, plus a margin, or an alternate base rate, plus a margin. The current margin is 0.625% and 0.0% per annum for the adjusted LIBOR and alternate base rate borrowings, respectively. Under the terms of the revolving credit facility, the interest rate and commitment fee are based on the Company’s credit rating.
On April 29, 2010, the Company fully repaid the outstanding balance under its unsecured four-year term loan with proceeds from the offering of the senior unsecured notes.
Other
As of October 9, 2010, the Company had $3,417 outstanding under an economic development note and other financing arrangements.
Guarantees and Covenants
In connection with the offering of the Notes, the Company amended its revolving credit facility to add each of the Company’s domestic subsidiaries as guarantors. The subsidiary guarantees related to the Company’s revolving credit facility and Notes are full and unconditional and joint and several, and there are no restrictions on the ability of Advance to obtain funds from its subsidiaries. Also, Advance has no independent assets or operations, and the subsidiaries not guaranteeing the revolving credit facility and Notes are minor as defined by the SEC.
The Company’s revolving credit facility contains covenants restricting its ability to, among other things: (1) create, incur or assume additional debt (including hedging arrangements), (2) incur liens or engage in sale-leaseback transactions, (3) make loans and investments, (4) guarantee obligations, (5) engage in certain mergers, acquisitions and asset sales, (6) change the nature of the Company’s business and the business conducted by its subsidiaries and (7) change Advance’s status as a holding company. The Company is also required to comply with financial
Advance Auto Parts, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Twelve and Forty Week Periods Ended October
9, 2010 and October 10, 2009
(in thousands, except per share data)
(unaudited)
covenants with respect to a maximum leverage ratio and a minimum consolidated coverage ratio. The Company was in compliance with these covenants at October 9, 2010 and January 2, 2010. The Company’s revolving credit facility also provides for customary events of default, covenant defaults and cross-defaults to its other material indebtedness.
|
5.
|
Derivative Instruments and Hedging Activities:
|
The Company had previously entered into interest rate swap agreements as a hedge to the variable rate interest payments on its bank debt. Effective April 24, 2010, the Company’s outstanding interest rate swaps no longer qualified for hedge accounting as a result of the Company’s intent to pay off its bank debt with the proceeds from the offering of the Notes. Accordingly, the Company has recorded all subsequent changes in the fair value of the interest rate swaps through earnings and will amortize the previously recorded unrecognized loss in accumulated other comprehensive loss over the remaining life of the swaps which mature in October 2011. As of October 9, 2010, the Company had interest rate swaps with an aggregate notional value of $275,000 at rates ranging from 4.01% to 4.98%.
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the condensed consolidated balance sheet as of October 9, 2010 and January 2, 2010:
|
Liability Derivatives
|
|||||||||
|
Balance Sheet
Location
|
Fair Value as of
October 9, 2010
|
Fair Value as of
January 2, 2010
|
|||||||
|
Derivatives:
|
|||||||||
|
Interest rate swaps
|
Accrued expenses
|
$ | 12,281 | $ | 10,700 | ||||
|
Interest rate swaps
|
Other long-term liabilities
|
- | 6,644 | ||||||
| $ | 12,281 | $ | 17,344 | ||||||
Advance Auto Parts, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Twelve and Forty Week Periods Ended October
9, 2010 and October 10, 2009
(in thousands, except per share data)
(unaudited)
The table below presents the effect of the Company’s derivative financial instruments on the statement of operations for the twelve and forty weeks ended October 9, 2010 and October 10, 2009, respectively:
|
Interest rate swaps
|
Amount of
Gain or
(Loss)
Recognized
in OCI on
Derivative,
net of tax
(Effective
Portion)
|
Location of Gain or
(Loss) Reclassified
from Accumulated
OCI into Income
(Effective Portion)
|
Amount of
Gain or (Loss)
Reclassified
from
Accumulated
OCI into
Income, net of
tax (Effective
Portion)
|
Location of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion
and Amount Excluded
from Effectiveness
Testing)
|
Amount of
Gain or (Loss)
Recognized in
Income on
Derivative, net
of tax
(Ineffective
Portion and
Amount
Excluded from
Effectiveness
Testing)
|
|||||||||
|
For the Twelve Weeks
Ended October 9, 2010:
|
$ | - |
Interest expense
|
$ | (2,481 | ) |
Other (expense)
income, net
|
$ | (552 | ) | ||||
|
For the Twelve Weeks
Ended October 10, 2009:
|
$ | 183 |
Interest expense
|
$ | (1,660 | ) |
Interest expense
|
$ | - | |||||
|
For the Forty Weeks
Ended
October 9, 2010:
|
$ | 597 |
Interest expense
|
$ | (6,577 | ) |
Other (expense)
income, net
|
$ | (1,216 | ) | ||||
|
For the Forty Weeks
Ended
October 10, 2009:
|
$ | 1,720 |
Interest expense
|
$ | (4,856 | ) |
Interest expense
|
$ | - | |||||
|
6.
|
Fair Value Measurements:
|
The Company’s financial assets and liabilities measured at fair value are grouped in three levels. The levels prioritize the inputs used to measure the fair value of these assets or liabilities. These levels are:
|
·
|
Level 1 – Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date.
|
|
·
|
Level 2 – Inputs other than quoted prices that are observable for assets and liabilities at the measurement date, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are less active, and inputs other than quoted prices that are observable for the asset or liability or corroborated by other observable market data.
|
|
·
|
Level 3 – Unobservable inputs for assets or liabilities that are not able to be corroborated by observable market data and reflect the use of a reporting entity’s own assumptions.
These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.
|
Advance Auto Parts, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Twelve and Forty Week Periods Ended October
9, 2010 and October 10, 2009
(in thousands, except per share data)
(unaudited)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The fair value hierarchy requires the use of observable market data when available. In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.
The following table sets forth the Company’s financial liabilities that were measured at fair value on a recurring basis as of October 9, 2010 and January 2, 2010:
|
|
Fair Value Measurements at Reporting Date Using
|
|||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||||
|
Fair Value
|
Quoted Prices in
Active Markets for
|
Significant Other
Observable Inputs
|
Significant
Unobservable
|
|||||||||||||
|
As of October 9, 2010
|
||||||||||||||||
|
Interest rate swaps
|
$ | 12,281 | $ | - | $ | 12,281 | $ | - | ||||||||
|
As of January 2, 2010
|
||||||||||||||||
|
Interest rate swaps
|
$ | 17,344 | $ | - | $ | 17,344 | $ | - | ||||||||
The fair values of our interest rate swaps represent the estimated amounts that the Company would receive or pay to terminate the agreements taking into consideration the difference between the contract rate of interest and rates currently quoted for agreements of similar terms and maturities (based on the forward yield curve).
The carrying amount of the Company’s cash and cash equivalents, accounts receivable, bank overdrafts, financed vendor accounts payable, accounts payable, accrued expenses and current portion of long term debt approximate their fair values due to the relatively short term nature of these instruments. As of October 9, 2010, the fair value of the Company’s long-term debt with a carrying value of $301,043 was approximately $337,221. The fair value of the Company’s senior unsecured notes was determined based on quoted market prices. The Company believes that the carrying value of its other long-term debt and certain long-term liabilities approximate fair value.
Non-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment). At October 9, 2010, the Company had no significant non-financial assets or liabilities that had been adjusted to fair value subsequent to initial recognition.
Advance Auto Parts, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Twelve and Forty Week Periods Ended October
9, 2010 and October 10, 2009
(in thousands, except per share data)
(unaudited)
|
7.
|
Stock Repurchase Program:
|
The Company’s stock repurchase program allows it to repurchase its common stock on the open market or in privately negotiated transactions from time to time in accordance with the requirements of the SEC.
During the twelve weeks ended October 9, 2010, the Company repurchased 381 shares of its common stock at an aggregate cost of $20,664, or an average price of $54.18 per share, under its $300,000 stock repurchase program, authorized by its Board of Directors on August 10, 2010. During the forty weeks ended October 9, 2010, the Company repurchased 10,660 shares of its common stock at an aggregate cost of $476,140 or an average price of $44.66 per share. The Company has $279,336 remaining under the $300,000 stock repurchase program which cancelled and replaced the remaining portion of the Company’s previous $500,000 stock repurchase program.
Additionally, the Company repurchased one share of its common stock at an aggregate cost of $44 in connection with the net settlement of shares issued as a result of the vesting of restricted stock during the twelve weeks ended October 9, 2010. During the forty weeks ended October 9, 2010, the Company repurchased 47 shares of its common stock at an aggregate cost of $1,940 in connection with the net settlement of shares issued as a result of the vesting of restricted stock.
During the twelve weeks ended October 10, 2009, the Company repurchased 880 shares of common stock at an aggregate cost of $35,198, or an average price of $40.00 per share. During the forty weeks ended October 10, 2009, the Company repurchased 1,225 shares of common stock at an aggregate cost of $49,567, or an average price of $40.48 per share. These shares were repurchased in accordance with the Company’s $250,000 stock repurchase program authorized by its Board of Directors in the second quarter of Fiscal 2008.
|
8.
|
Earnings per Share:
|
Certain of the Company’s shares granted to employees in the form of restricted stock are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share. For the twelve week periods ended October 9, 2010 and October 10, 2009, earnings of $386 and $309, respectively, were allocated to the participating securities. For the forty week periods ended October 9, 2010 and October 10, 2009, earnings of $1,369 and $1,214, respectively, were allocated to the participating securities.
Diluted earnings per share of common stock reflect the weighted-average number of shares of common stock outstanding, outstanding deferred stock units and the impact of outstanding stock options and stock appreciation rights (collectively “share-based awards”). Share-based awards containing performance conditions are included in the dilution impact as those conditions are met. Diluted earnings per share are calculated by including the effect of dilutive securities. Share-based awards to purchase approximately 7 and 64 shares of common stock that had an exercise price in excess of the average market price of the common stock during the twelve week periods ended October 9, 2010 and October 10, 2009, respectively, were not included in the calculation of diluted earnings per share because they are anti-dilutive. Share-based awards to purchase approximately 48 and 1,097 shares of common stock that had an exercise price in excess of the average market price of the common stock during the forty week periods ended October 9, 2010 and October 10, 2009, respectively, were not included in the calculation of diluted earnings per share because they are anti-dilutive.
Advance Auto Parts, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Twelve and Forty Week Periods Ended October
9, 2010 and October 10, 2009
(in thousands, except per share data)
(unaudited)
The following table illustrates the computation of basic and diluted earnings per share for the twelve and forty week periods ended October 9, 2010 and October 10, 2009, respectively:
|
Twelve Weeks Ended
|
Forty Weeks Ended
|
|||||||||||||||
|
October 9,
|
October 10,
|
October 9,
|
October 10,
|
|||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Numerator
|
||||||||||||||||
|
Net income applicable to common shares
|
$ | 87,598 | $ | 61,979 | $ | 297,940 | $ | 235,894 | ||||||||
|
Participating securities' share in earnings
|
(386 | ) | (309 | ) | (1,369 | ) | (1,214 | ) | ||||||||
|
Net income applicable to common shares
|
$ | 87,212 | $ | 61,670 | $ | 296,571 | $ | 234,680 | ||||||||
|
Denominator
|
||||||||||||||||
|
Basic weighted average common shares
|
83,695 | 94,656 | 87,011 | 94,647 | ||||||||||||
|
Dilutive impact of share-based awards
|
1,107 | 818 | 942 | 678 | ||||||||||||
|
Diluted weighted average common shares
|
84,802 | 95,474 | 87,953 | 95,325 | ||||||||||||
|
Basic earnings per common share
|
||||||||||||||||
|
Net income applicable to common stockholders
|
$ | 1.04 | $ | 0.65 | $ | 3.41 | $ | 2.48 | ||||||||
|
Diluted earnings per common share
|
||||||||||||||||
|
Net income applicable to common stockholders
|
$ | 1.03 | $ | 0.65 | $ | 3.37 | $ | 2.46 | ||||||||
For the twelve and forty week period ended October 9, 2010, the Company issued 200 and 1,109 shares, respectively, of common stock as a result of the exercise by employees of vested share-based awards previously granted under the Company’s 2004 Long-Term Incentive Plan and the purchase of shares of common stock by employees under the Company’s Employee Stock Purchase Plan.
|
9.
|
Warranty Liabilities:
|
The following table presents changes in the Company’s warranty reserves:
|
October 9,
2010
|
January 2,
2010
|
|||||||
|
(40 weeks ended)
|
(52 weeks ended)
|
|||||||
|
Warranty reserve, beginning of period
|
$ | 30,387 | $ | 28,662 | ||||
|
Additions to warranty reserves
|
31,533 | 36,440 | ||||||
|
Reserves utilized
|
(28,260 | ) | (34,715 | ) | ||||
|
Warranty reserve, end of period
|
$ | 33,660 | $ | 30,387 | ||||
The Company’s warranty liabilities are included in Accrued Expenses in its condensed consolidated financial balance sheets.
Advance Auto Parts, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Twelve and Forty Week Periods Ended October
9, 2010 and October 10, 2009
(in thousands, except per share data)
(unaudited)
|
10.
|
Postretirement Plan:
|
The Company provides certain health and life insurance benefits for eligible retired Team Members through a postretirement plan, or the Plan. These benefits are subject to deductibles, co-payment provisions and other limitations. The Plan has no assets and is funded on a cash basis as benefits are paid. The Company’s postretirement liability is calculated annually by a third-party actuary. The discount rate utilized at January 2, 2010 was 5.00%, and remained unchanged through the forty weeks ended October 9, 2010. The Company expects Fiscal 2010 plan contributions to completely offset benefits paid, consistent with Fiscal 2009. The Company’s postretirement liability was $6,981 and $7,112 as of October 9, 2010 and January 2, 2010, respectively.
The Company’s net periodic postretirement benefit cost includes the amortization of a reduction in unrecognized prior service costs as a result of a plan amendment in Fiscal 2004. The components of net periodic postretirement benefit cost for the twelve and forty weeks ended October 9, 2010, and October 10, 2009, respectively, was as follows:
|
Twelve Weeks Ended
|
Forty Weeks Ended
|
|||||||||||||||
|
October 9,
|
October 10,
|
October 9,
|
October 10,
|
|||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Interest cost
|
$ | 78 | $ | 105 | $ | 259 | $ | 351 | ||||||||
|
Amortization of negative prior service cost
|
(134 | ) | (134 | ) | (447 | ) | (447 | ) | ||||||||
|
Amortization of unrecognized net gain
|
(24 | ) | (22 | ) | (79 | ) | (74 | ) | ||||||||
|
Net periodic postretirement benefit cost
|
$ | (80 | ) | $ | (51 | ) | $ | (267 | ) | $ | (170 | ) | ||||
|
11.
|
Comprehensive Income:
|
The Company includes in comprehensive income the changes in fair value of the Company’s interest rate swaps and changes in net unrecognized other postretirement benefit costs.
Comprehensive income for the twelve and forty weeks ended October 9, 2010 and October 10, 2009 was as follows:
|
Twelve Weeks Ended
|
Forty Weeks Ended
|
|||||||||||||||
|
October 9,
2010
|
October 10,
2009
|
October 9,
2010
|
October 10,
2009
|
|||||||||||||
|
Net income
|
$ | 87,598 | $ | 61,979 | $ | 297,940 | $ | 235,894 | ||||||||
|
Changes in net unrecognized gain/loss
|
||||||||||||||||
|
on derivatives, net of tax
|
2,481 | 183 | 4,939 | 1,720 | ||||||||||||
|
Changes in net unrecognized other
|
||||||||||||||||
|
postretirement benefit cost, net of tax
|
(96 | ) | (95 | ) | (320 | ) | (317 | ) | ||||||||
|
Comprehensive income
|
$ | 89,983 | $ | 62,067 | $ | 302,559 | $ | 237,297 | ||||||||
|
12.
|
Segment and Related Information:
|
The Company has the following two reportable segments: Advance Auto Parts, or AAP, and Autopart International, or AI. The AAP segment is comprised of 3,349 stores as of October 9, 2010 which operated in the United States, Puerto Rico and the Virgin Islands under the trade names “Advance Auto Parts,” “Advance Discount
Advance Auto Parts, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Twelve and Forty Week Periods Ended October
9, 2010 and October 10, 2009
(in thousands, except per share data)
(unaudited)
Auto Parts” and “Western Auto.” These stores offer a broad selection of brand name and proprietary automotive replacement parts, accessories and maintenance items for domestic and imported cars and light trucks.
The AI segment consists solely of the operations of Autopart International, which operates as an independent, wholly-owned subsidiary and operates stores under the “Autopart International” trade name. AI mainly serves the Commercial market from its 191 stores as of October 9, 2010 located in the Northeast, Mid-Atlantic and Southeast regions of the United States. In addition, its North American Sales Division services warehouse distributors and jobbers throughout North America.
The Company has defined its segments based on information that is provided to the Company’s Chief Operating Decision Maker to evaluate the segment’s financial performance, based on net sales and operating profit, and for the purpose of allocating resources to the segments. The accounting policies of the reportable segments are the same as those used by the Company.
The following table summarizes financial information for each of the Company's business segments for the twelve and forty weeks ended October 9, 2010 and October 10, 2009, respectively.
|
Twelve Week Periods Ended
|
Forty Week Periods Ended
|
|||||||||||||||
|
October 9,
|
October 10,
|
October 9,
|
October 10,
|
|||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Net sales
|
||||||||||||||||
|
AAP
|
$ | 1,346,581 | $ | 1,213,422 | $ | 4,474,637 | $ | 4,115,291 | ||||||||
|
AI
|
63,517 | 51,332 | 191,628 | 159,929 | ||||||||||||
|
Eliminations
(1)
|
(3,587 | ) | (2,178 | ) | (11,192 | ) | (6,164 | ) | ||||||||
|
Total net sales
|
$ | 1,406,511 | $ | 1,262,576 | $ | 4,655,073 | $ | 4,269,056 | ||||||||
|
Income before provision for
|
||||||||||||||||
|
income taxes
|
||||||||||||||||
|
AAP
|
$ | 137,574 | $ | 96,239 | $ | 473,848 | $ | 370,813 | ||||||||
|
AI
|
2,353 | 3,764 | 5,543 | 8,602 | ||||||||||||
|
Total income before provision for
|
||||||||||||||||
|
income taxes
|
$ | 139,927 | $ | 100,003 | $ | 479,391 | $ | 379,415 | ||||||||
|
Provision for income taxes
|
||||||||||||||||
|
AAP
|
$ | 51,386 | $ | 36,627 | $ | 179,396 | $ | 140,277 | ||||||||
|
AI
|
943 | 1,397 | 2,055 | 3,244 | ||||||||||||
|
Total provision for income taxes
|
$ | 52,329 | $ | 38,024 | $ | 181,451 | $ | 143,521 | ||||||||
|
Segment assets
|
||||||||||||||||
|
AAP
|
$ | 3,184,812 | $ | 2,871,712 | $ | 3,184,812 | $ | 2,871,712 | ||||||||
|
AI
|
209,513 | 173,259 | 209,513 | 173,259 | ||||||||||||
|
Total segment assets
|
$ | 3,394,325 | $ | 3,044,971 | $ | 3,394,325 | $ | 3,044,971 | ||||||||
|
(1)
|
For the twelve weeks ended October 9, 2010, eliminations represented net sales of $1,703 from AAP to AI and $1,884 from AI to AAP. For the twelve weeks ended October 10, 2009, eliminations represented net sales of $993 from AAP to AI and $1,185 from AI to AAP. For the forty weeks ended October 9, 2010, eliminations represented net sales of $5,153 from AAP to AI and $6,039 from AI to AAP. For the forty weeks ended October 10, 2009, eliminations represented net sales of $2,755 from AAP to AI and $3,409 from AI to AAP.
|
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those statements that appear elsewhere in this report. Our first quarter consists of 16 weeks divided into four equal periods. Our remaining three quarters consist of 12 weeks with each quarter divided into three equal periods.
Certain statements in this report are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are usually identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "intend," "likely," "may," "plan," "position," "possible," "potential," "probable," "project," "projection," "should," "strategy," "will," or similar expressions. We intend for any forward-looking statements to be covered by, and we claim the protection under, the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are based upon assessments and assumptions of management in light of historical results and trends, current conditions and potential future developments that often involve judgment, estimates, assumptions and projections. Forward-looking statements reflect current views about our plans, strategies and prospects, which are based on information currently available.
Although we believe that our plans, intentions and expectations as reflected in or suggested by any forward-looking statements are reasonable, we do not guarantee or give assurance that such plans, intentions or expectations will be achieved. Actual results may differ materially from our anticipated results described or implied in our forward-looking statements, and such differences may be due to a variety of factors. Our business could also be affected by additional factors that are presently unknown to us or that we currently believe to be immaterial to our business.
Listed below and discussed in our Annual Report on Form 10-K for the year ended January 2, 2010 (filed with the Securities and Exchange Commission, or SEC, on March 2, 2010), which we refer to as our 2009 Form 10-K, are some important risks, uncertainties and contingencies which could cause our actual results, performance or achievements to be materially different from any forward-looking statements made or implied in this report. These include, but are not limited to, the following:
|
·
|
deterioration in general economic conditions, including unemployment, inflation or deflation, consumer debt levels, high energy and fuel costs, uncertain credit markets and bankruptcies or other recessionary type conditions that could have a negative impact on our business, customers and suppliers;
|
|
·
|
a decrease in demand for our products;
|
|
·
|
our ability to develop and implement business strategies and achieve desired goals;
|
|
·
|
our ability to expand our business, including locating available and suitable real estate for new store locations and the integration of any acquired businesses;
|
|
·
|
competitive pricing and other competitive pressures;
|
|
·
|
our relationships with our vendors;
|
|
·
|
our ability to attract and retain qualified employees, or Team Members;
|
|
·
|
the occurrence of natural disasters and/or extended periods of unfavorable weather;
|
|
·
|
our ability to obtain affordable insurance against the financial impacts of natural disasters and other losses;
|
|
·
|
regulatory and legal risks, such as environmental or OSHA risks, including being named as a defendant in administrative investigations or litigation, and the incurrence of legal fees and costs, the payment of fines or the payment of sums to settle litigation cases or administrative investigations or proceedings;
|
|
·
|
the impact of global climate change or legal and regulatory responses to such change; and
|
|
·
|
acts of terrorism.
|
We assume no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. In evaluating forward-looking statements, you should consider these risks and uncertainties, together with the other risks described from time to time in our other reports and documents filed with the SEC and you should not place undue reliance on those statements.
Introduction
We are a leading specialty retailer of automotive aftermarket parts, accessories, batteries and maintenance items primarily operating within the United States. Our stores carry an extensive product line for cars, vans, sport utility vehicles and light trucks. We serve both "do-it-yourself," or DIY, and “do-it-for-me,” or Commercial, customers. Our Commercial customers consist primarily of delivery customers for whom we deliver product from our store locations to our Commercial customers’ places of business, including independent garages, service stations and auto dealers. At October 9, 2010, we operated a total of 3,540 stores.
We operate in two reportable segments: Advance Auto Parts, or AAP, and Autopart International, Inc., or AI. The AAP segment is comprised of our store operations within the Northeastern, Southeastern and Midwestern regions of the United States, Puerto Rico and the Virgin Islands which operate under the trade names “Advance Auto Parts,” “Advance Discount Auto Parts” and “Western Auto.” At October 9, 2010, we operated 3,349 stores in the AAP segment. Our AAP stores offer a broad selection of brand name and proprietary automotive replacement parts, accessories and maintenance items for domestic and imported cars and light trucks. The AAP segment also includes our e-commerce operations.
The AI segment consists solely of the operations of AI, which operates as an independent, wholly-owned subsidiary. AI’s business primarily serves the Commercial market from its store locations in the Northeast, Mid-Atlantic and expanding Southeast regions. In addition, its North American Sales Division services warehouse distributors and jobbers throughout North America. At October 9, 2010, we operated 191 stores in the AI segment under the “Autopart International” trade name. For additional information regarding our segments, see Note 12,
Segments and Related Information
, of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
Management Overview
During our twelve and forty weeks ended October 9, 2010, we produced positive financial results primarily due to strong comparable store sales growth, an increase in our gross profit rate and the repurchase of shares of our common stock resulting in earnings per diluted share, or diluted EPS, of $1.03 and $3.37, respectively. Our diluted EPS for the same periods in Fiscal 2009 was $0.65 and $2.46, respectively. During Fiscal 2009, our diluted EPS for the twelve and forty weeks ended October 10, 2009 included a $0.04 and $0.15 impact, respectively, resulting from the closure of stores in connection with our store divestiture plan. Our strong earnings and favorable management of our working capital through the third quarter have generated operating cash flow that allowed us to invest in business initiatives related to our key strategies and repurchase shares of our common stock.
Third Quarter Highlights
Highlights from our third quarter of Fiscal 2010 include:
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Total sales during the third quarter of Fiscal 2010 increased 11.4% to $1,406.5 million as compared to the third quarter of Fiscal 2009, primarily driven by a 9.9% increase in comparable store sales.
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Our gross profit rate increased 110 basis points as compared to the third quarter of Fiscal 2009.
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Our selling, general and administrative expenses, or SG&A, rate decreased 106 basis points as compared to the third quarter of Fiscal 2009, and decreased 50 basis points when excluding the impact of store divestiture expenses during the third quarter of Fiscal 2009. This decrease in SG&A was partially due to a planned decrease in incremental spending on our strategic capabilities.
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We generated operating cash flow of $596.5 million through the third quarter of Fiscal 2010, a decrease of 5.1% over the comparable period in Fiscal 2009, and used available cash to repurchase 10.7 million shares of our common stock under our stock repurchase plans at a cost of $476.1 million during the forty week period ended October 9, 2010.
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Business Update
Our positive financial results through the third quarter of Fiscal 2010 are a result of the investments we have made in each of our key strategies over the past eleven quarters, the successful execution of the initiatives supporting each of our strategies and favorable conditions in the automotive aftermarket. Our initial focus on our Commercial Acceleration and Availability Excellence strategies has resulted in consistent double digit increases in our Commercial comparable sales and strong overall gross profit improvement over this timeframe. Through our DIY Transformation and Superior Experience strategies, our DIY sales have also improved throughout Fiscal 2010 as a result of a renewed focus on customer service. In Fiscal 2010, we are narrowing our focus on fewer customer facing initiatives to ensure we consistently execute these initiatives in an effort to provide better customer service while decelerating our pace of incremental spending.
Our comparable store sales results for the third quarter and first three quarters of Fiscal 2010 were comprised of favorable Commercial and DIY sales results. Our Commercial sales, as a percentage of total sales, increased to approximately 34% through the third quarter of Fiscal 2010 as compared to 32% for the comparable period of Fiscal 2009. We previously disclosed at the end of our second quarter that we had completed incremental investments in additional parts professionals, delivery trucks and drivers in approximately 50% of our AAP stores with Commercial programs. Beginning with our third quarter, our plan is to extend these investments at a slower pace to the entire store chain over the next two years. Our growth in Commercial is dependent on fully implementing and executing the initiatives we have rolled out over the last two years and developing and maintaining successful relationships with our existing and new customers. If we succeed in these strategies, we anticipate the pace of our growth in Commercial to continue to exceed the pace of DIY growth. Our e-commerce website is also expected to contribute to our Commercial sales as we roll out our business-to-business platform throughout the remainder of Fiscal 2010. The continued growth in our Commercial sales emphasizes our focus on an integrated service model and our goal of achieving a 50% mix of Commercial and DIY sales.
Our DIY initiatives include the ongoing improvement of our staffing model, rollout of more effective training programs and a number of marketing strategies. We are utilizing a more focused marketing approach to better target our highest potential customers and our underserved customers, which has resulted in a more effective use of our advertising spending. Our re-launched e-commerce website has been operational for four complete fiscal quarters and is beginning to contribute favorably to our DIY sales results. For both Commercial and DIY customers, we closely monitor our customer satisfaction scores on an ongoing basis for an independent measure of customer service and product availability.
Both our Commercial and DIY sales have benefitted from our added parts availability and merchandising initiatives. We added many new brands to our parts lineup in Fiscal 2009 and we continue to rollout custom assortments of product in our stores in Fiscal 2010. We continue to complete additions to our supply chain network to increase our ability to get the right product to our customers. As of October 9, 2010, we were supporting multiple deliveries to a majority of our stores from 168 HUB stores and 31 Parts Delivered Quickly, or PDQ
®
,
facilities. Our HUB stores are larger stores that stock a wider selection and greater supply of inventory. In addition to driving sales, we believe these initiatives are responsible for the continued improvement in our gross profit rate. Our gross profit rate for the third quarter of Fiscal 2010 increased 110 basis points compared to the third quarter of Fiscal 2009. We experienced gross profit rate improvements in both parts and non-parts categories resulting from the custom mix availability, price optimization and other merchandising capabilities and the impact of our growing global sourcing operation.
Automotive Aftermarket Industry
The automotive aftermarket industry has benefitted in 2010 from the economic environment as people are keeping their vehicles longer. Other favorable industry dynamics include:
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increase in miles driven;
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increase in number and average age of vehicles;
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closing of automobile dealerships; and
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relatively stable gas prices.
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We anticipate miles driven will continue to increase over the long-term future based on historical trends and the increasing number of vehicles on the road. We believe that the execution of the various initiatives under our key strategies will allow us to continue to increase our share of the total automotive aftermarket with a higher growth potential driven by the more fragmented Commercial market.
Consolidated Operating Results and Key Statistics and Metrics
The following table highlights certain consolidated operating results and key statistics and metrics for the twelve and forty weeks ended October 9, 2010 and October 10, 2009, respectively, and fiscal years ended January 2, 2010 and January 3, 2009. We use these key statistics and metrics to measure the financial progress of our key strategies.
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Twelve Weeks Ended
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Forty Weeks Ended
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October 9,
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October 10,
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October 9,
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October 10,
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2010
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2009
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2010
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2009
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FY 2009
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FY 2008
(1)
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Operating Results:
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Total net sales
(in 000s)
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$ | 1,406,511 | $ | 1,262,576 | $ | 4,655,073 | $ | 4,269,056 | $ | 5,412,623 | $ | 5,142,255 | ||||||||||||
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Comparable store sales growth
(2)
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9.9% | 4.7% | 7.8% | 6.1% | 5.3% | 1.5% | ||||||||||||||||||
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Gross profit
(3)
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50.3% | 49.2% | 50.1% | 49.1% | 48.9% | 46.7% | ||||||||||||||||||
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SG&A
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39.9% | 40.9% | 39.4% | 39.8% | 40.5% | 38.6% | ||||||||||||||||||
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Operating profit
(4)
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10.5% | 8.3% | 10.8% | 9.3% | 8.4% | 8.1% | ||||||||||||||||||
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Diluted earnings per share
(5)
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$ | 1.03 | $ | 0.65 | $ | 3.37 | $ | 2.46 | $ | 2.83 | $ | 2.49 | ||||||||||||
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Key Statistics and Metrics:
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Number of stores, end of period
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3,540 | 3,418 | 3,540 | 3,418 | 3,420 | 3,368 | ||||||||||||||||||
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Total store square footage, end of period
(in 000s)
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25,809 | 24,952 | 25,809 | 24,952 | 24,973 | 24,711 | ||||||||||||||||||
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Total Team Members, end of period
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50,605 | 49,341 | 50,605 | 49,341 | 48,771 | 47,853 | ||||||||||||||||||
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Average net sales per store
(in 000s)
(6)(7)
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$ | 1,667 | $ | 1,613 | $ | 1,667 | $ | 1,613 | $ | 1,595 | $ | 1,551 | ||||||||||||
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Operating income per store
(in 000s)
(6)(8)
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$ | 160 | $ | 131 | $ | 160 | $ | 131 | $ | 134 | $ | 125 | ||||||||||||
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Gross margin return on inventory
(6)(9)
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$ | 4.89 | $ | 3.95 | $ | 4.89 | $ | 3.95 | $ | 3.98 | $ | 3.47 | ||||||||||||
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(1)
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Fiscal 2008 included 53 weeks.
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(2)
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Comparable store sales include net sales from our stores and e-commerce website. The change in store sales is calculated based on the change in net sales starting once a store has been open for 13 complete accounting periods (each period represents four weeks). Relocations are included in comparable store sales from the original date of opening. Fiscal 2008 comparable store sales exclude sales from the 53
rd
week.
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(3)
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Excluding the gross profit impact of the 53
rd
week of Fiscal 2008 of approximately $44.1 million and a $37.5 million non-cash obsolete inventory write-down, or non-cash inventory adjustment, in the fourth quarter of Fiscal 2008, gross profit was 47.3% for Fiscal 2008.
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(4)
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Excluding the operating income impact of the 53
rd
week of Fiscal 2008 of approximately $15.8 million and a $37.5 million non-cash inventory adjustment in the fourth quarter of Fiscal 2008, operating profit was 8.6% for Fiscal 2008.
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(5)
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Excluding the net income impact of the 53
rd
week of Fiscal 2008 of approximately $9.6 million and a $23.7 million non-cash inventory adjustment in the fourth quarter of Fiscal 2008, diluted earnings per share was $2.64 for Fiscal 2008.
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(6)
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These financial metrics presented for each quarter are calculated on an annual basis and accordingly reflect the last four fiscal quarters completed.
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(7)
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Average net sales per store is calculated as net sales divided by the average of the beginning and ending store count for the respective period. Excluding the net sales impact of the 53
rd
week of Fiscal 2008 of approximately $89.0 million, average net sales per store in the third quarter of Fiscal 2009 and Fiscal 2008 were $1,587 and $1,524, respectively.
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(8)
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Operating income per store is calculated as operating income divided by the average of beginning and ending total store count for the respective period. Excluding the impact of store divestitures in Fiscal 2009 and the 53
rd
week results and non-cash inventory adjustment in Fiscal 2008, operating income per store in the third quarter of Fiscal 2010 and third quarter of Fiscal 2009 was $162 and $144, respectively. Operating income per store for Fiscal 2009 was $142 excluding the $26.1 million impact of store divestitures. Excluding the operating income impact of the 53
rd
week of Fiscal 2008 of approximately $15.8 million and a $37.5 million non-cash inventory adjustment, operating income per store in Fiscal 2008 was $132.
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(9)
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Gross margin return on inventory is calculated as gross profit divided by an average of beginning and ending inventory, net of accounts payable and financed vendor accounts payable. Excluding the impact of the 53
rd
week of Fiscal 2008 of approximately $44.1 million and a $37.5 million non-cash inventory adjustment, gross margin return on inventory for the third quarter of Fiscal 2009 and Fiscal 2008 was $3.83 and $3.37, respectively.
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Store Development by Segment
U
AAP Segment
The following table sets forth information about our AAP stores during the twelve and forty weeks ended October 9, 2010 and October 10, 2009, including the number of new, closed and relocated stores and stores with Commercial programs that deliver products to our Commercial customers’ place of business. We lease approximately 79% of our AAP stores.
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Twelve Weeks Ended
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Forty Weeks Ended
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October 9,
2010
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October 10,
2009
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October 9,
2010
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October 10,
2009
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Number of stores, beginning of period
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3,316 | 3,265 | 3,264 | 3,243 | ||||||||||||
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New stores
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33 | 15 | 87 | 66 | ||||||||||||
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Closed stores
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- | (13 | ) | (2 | ) | (42 | ) | |||||||||
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Number of stores, end of period
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3,349 | 3,267 | 3,349 | 3,267 | ||||||||||||
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Relocated stores
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- | - | 4 | 2 | ||||||||||||
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Stores with commercial programs
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2,991 | 2,858 | 2,991 | 2,858 | ||||||||||||
AI Segment
The following table sets forth information about our AI stores, including the number of new and closed stores, during the twelve and forty weeks ended October 9, 2010 and October 10, 2009. All of our AI stores have Commercial delivery programs. We lease 100% of our AI stores.
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Twelve Weeks Ended
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Forty Weeks Ended
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October 9,
2010
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October 10,
2009
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October 9,
2010
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October 10,
2009
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Number of stores, beginning of period
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181 | 142 | 156 | 125 | ||||||||||||
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New stores
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10 | 9 | 35 | 27 | ||||||||||||
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Closed stores
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- | - | - | (1 | ) | |||||||||||
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Number of stores, end of period
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191 | 151 | 191 | 151 | ||||||||||||
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Relocated stores
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- | - | 3 | 4 | ||||||||||||
We anticipate adding approximately 110 AAP and 40 AI stores and closing approximately 5 total stores in Fiscal 2010.
Critical Accounting Policies
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Our discussion and analysis of the financial condition and results of operations are based on these financial statements. The preparation of these financial statements requires the application of accounting policies in addition to certain estimates and judgments by our management. Our estimates and judgments are based on currently available information, historical results and other assumptions we believe are reasonable. Actual results could differ materially from these estimates. During the twelve and forty weeks ended October 9, 2010, we consistently applied the critical accounting policies discussed in our 2009 Form 10-K. For a complete discussion regarding these critical accounting policies, refer to the 2009 Form 10-K.
Components of Statement of Operations
Net Sales
Net sales consist primarily of merchandise sales from our retail store locations to both our DIY and Commercial customers and sales from our e-commerce website. Our total sales growth is comprised of both comparable store sales and new store sales. We calculate comparable store sales based on the change in store sales starting once a store has been open for 13 complete accounting periods (approximately one year) and sales from our e-commerce website. We include sales from relocated stores in comparable store sales from the original date of opening.
Cost of Sales
Our cost of sales consists of merchandise costs, net of incentives under vendor programs; inventory shrinkage, defective merchandise and warranty costs; and warehouse and distribution expenses. Gross profit as a percentage of net sales may be affected by (i) variations in our product mix, (ii) price changes in response to competitive factors and fluctuations in merchandise costs, (iii) vendor programs, (iv) inventory shrinkage, (v) defective merchandise and warranty costs and (v) warehouse and distribution costs. We seek to minimize fluctuations in merchandise costs and instability of supply by entering into long-term purchasing agreements, without minimum purchase volume requirements, when we believe it is advantageous. Our gross profit may not be comparable to those of our competitors due to differences in industry practice regarding the classification of certain costs.
Selling, General and Administrative Expenses
SG&A consists of store payroll, store occupancy (including rent and depreciation), advertising expenses, Commercial delivery expenses, other store expenses and general and administrative expenses, including salaries and related benefits of store support center Team Members, share-based compensation expense, store support center administrative office expenses, data processing, professional expenses, self-insurance costs, closed store expense, impairment charges, if any, and other related expenses.
Results of Operations
The following table sets forth certain of our operating data expressed as a percentage of net sales for the periods indicated.
1B
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Twelve Week Periods Ended
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Forty Week Periods Ended
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(unaudited)
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(unaudited)
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October 9,
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October 10,
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October 9,
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October 10,
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2010
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2009
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2010
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2009
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Net sales
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100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
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Cost of sales, including purchasing and
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warehousing costs
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49.7 | 50.8 | 49.9 | 50.9 | ||||||||||||
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Gross profit
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50.3 | 49.2 | 50.1 | 49.1 | ||||||||||||
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Selling, general and administrative expenses
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39.9 | 40.9 | 39.4 | 39.8 | ||||||||||||
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Operating income
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10.5 | 8.3 | 10.8 | 9.3 | ||||||||||||
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Interest expense
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(0.5 | ) | (0.4 | ) | (0.4 | ) | (0.4 | ) | ||||||||
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Other income (expense), net
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(0.0 | ) | 0.0 | (0.0 | ) | 0.0 | ||||||||||
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Provision for income taxes
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3.7 | 3.0 | 3.9 | 3.4 | ||||||||||||
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Net income
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6.2 | % | 4.9 | % | 6.4 | % | 5.5 | % | ||||||||
Twelve and Forty Weeks Ended October 9, 2010 Compared to Twelve and Forty Weeks Ended October 10, 2009
Net Sales
Net sales for the twelve weeks ended October 9, 2010 were $1,406.5 million, an increase of $143.9 million, or 11.4%, as compared to net sales for the twelve weeks ended October 10, 2009. This growth was primarily due to an increase in comparable store sales and sales from new AAP and AI stores opened within the last four fiscal quarters.
AAP produced sales of $1,346.6 million, an increase of $133.2 million, or 11.0%, as compared to net sales for the twelve weeks ended October 10, 2009. The AAP comparable store sales increase was driven by an increase in average ticket sales as well as an increase in overall customer traffic. AI produced sales of $63.5 million, an increase of $12.2 million, or 23.7%, as compared to net sales for the twelve weeks ended October 10, 2009.
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Twelve Weeks Ended
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October 9, 2010
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October 10, 2009
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AAP
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AI
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Total
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AAP
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AI
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Total
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Comp Store Sales %
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10.0% | 6.5% | 9.9% | 4.5% | 11.9% | 4.7% | |||||||||||||
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Net Stores Opened
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in last twelve months
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82 | 40 | 122 | 40 | 26 | 66 | |||||||||||||
Net sales for the forty weeks ended October 9, 2010 were $4,655.1 million, an increase of $386.0 million, or 9.0%, as compared to net sales for the forty weeks ended October 10, 2009. This growth was primarily due to an increase in comparable store sales and sales from new AAP and AI stores opened within the last four fiscal quarters.
AAP produced sales of $4,474.6 million, an increase of $359.3 million, or 8.7%, as compared to net sales for the forty weeks ended October 10, 2009. The AAP comparable store sales increase was driven by an increase in average ticket sales as well as an increase in overall customer traffic. AI produced sales of $191.6 million, an increase of $31.7 million, or 19.8%, as compared to net sales for the forty weeks ended October 10, 2009.
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Forty Weeks Ended
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October 9, 2010
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October 10, 2009
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AAP
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AI
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Total
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AAP
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AI
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Total
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Comp Store Sales %
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7.9% | 4.5% | 7.8% | 5.9% | 11.6% | 6.1% | |||||||||||||
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Net Stores Opened
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in last twelve months
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82 | 40 | 122 | 40 | 26 | 66 | |||||||||||||
Gross Profit
Gross profit for the twelve weeks ended October 9, 2010 was $707.8 million, or 50.3% of net sales, as compared to $621.5 million, or 49.2% of net sales, for the comparable period of last year, representing an increase of 110 basis points. This increase in gross profit as a percentage of net sales was driven by improved merchandising and pricing capabilities (such as price optimization), improved parts availability and supply chain efficiencies. We believe the added parts availability has been a primary driver of our increase in parts sales, which generally contribute a higher gross profit. Global sourcing is beginning to drive improvements in our gross profit on accessories and filters.
Gross profit for the forty weeks ended October 9, 2010 was $2,333.8 million, or 50.1% of net sales, as compared to $2,096.1 million, or 49.1% of net sales, for the comparable period of last year, representing an increase of 104 basis points. This increase in gross profit as a percentage of net sales was driven by improved merchandising and pricing capabilities, supply chain efficiencies and improved parts availability.
The impact of LIFO during the forty weeks ended October 9, 2010 included in the year over year change in our gross profit rate has remained consistent during Fiscal 2010 and has been primarily due to supply chain efficiencies, which resulted from an increase in inventory volume as well as productivity improvements. We have accelerated the growth in our inventory to further support our availability excellence initiatives. Our increase in inventory, along with the other sales and product margin initiatives discussed above, continue to be the key drivers of our overall increase in gross profit rate.
SG&A
SG&A expenses for the twelve weeks ended October 9, 2010 were $560.6 million, or 39.9% of net sales, as compared to $516.6 million, or 40.9% of net sales, for the comparable period of last year, representing a decrease of 106 basis points. Exclusive of the 56 basis-point impact of store divestitures in the third quarter of Fiscal 2009, the decrease in SG&A during the third quarter of Fiscal 2010 was 50 basis points. This overall decrease was primarily due to our 9.9% comparable store sales increase for the third quarter of Fiscal 2010 which drove leverage in occupancy and other fixed costs and a planned decrease in incremental spending on our strategic capabilities, partially offset by incremental advertising and increased incentive compensation.
SG&A expenses for the forty weeks ended October 9, 2010 were $1,832.8 million, or 39.4% of net sales, as compared to $1,698.9 million, or 39.8% of net sales, for the comparable period of last year, representing a decrease of 42 basis points. Exclusive of the 53 basis-point impact of store divestitures during the forty weeks ended October 10, 2009, the increase in SG&A during the forty weeks ended October 9, 2010 was 10 basis points. This overall increase was primarily due to the absence of expenses in the comparable period last year related to strategic initiatives which began during late 2009, such as the added investments in our Commercial program, investment in our e-commerce operations and investment in our global sourcing operations, and incremental advertising. Partially offsetting this increase in expense as a percentage of sales is the leverage on our occupancy expenses as a result of our 7.8% comparable store sales increase for the forty week period ended October 9, 2010.
Operating Income
Operating income for the twelve weeks ended October 9, 2010 was $147.2 million, or 10.5% of net sales, as compared to $104.9 million, or 8.3% of net sales, for the comparable period of last year, representing an increase of 216 basis points. This increase in operating income, as a percentage of net sales, reflects our ability to increase our
sales and gross profit rate while decelerating our rate of incremental SG&A spending from previous quarters as previously described.
AAP produced operating income of $144.9 million, or 10.8% of net sales, for the twelve weeks ended October 9, 2010 as compared to $101.1 million, or 8.3% of net sales, for the comparable period of last year. AI generated operating income for the twelve weeks ended October 9, 2010 of $2.4 million as compared to $3.8 million for the comparable period of last year. AI’s operating income decreased during the third quarter and year-to-date periods of fiscal 2010 primarily due to lower than projected sales and gross profit resulting from temporary disruptions in its offshore sourcing of certain hard parts experienced earlier in the year as well as higher SG&A associated with the acceleration of new store openings.
Operating income for the forty weeks ended October 9, 2010 was $501.0 million, representing 10.8% of net sales, as compared to $397.2 million, or 9.3% of net sales, for the comparable period of last year, or an increase of 146 basis points. This increase in operating income, as a percentage of net sales, reflects an increase in sales and gross profit rate partially offset by slightly higher SG&A. The overall increase in SG&A during the forty weeks ended October 9, 2010 reflects the incremental spending on many of the investments we are making in our business to drive continued improvements in our sales and gross profit rate. This spending decelerated during the twelve weeks ended October 9, 2010.
AAP produced operating income of $495.5 million, or 11.1% of net sales, for the forty weeks ended October 9, 2010 as compared to $388.6 million, or 9.4% of net sales, for the comparable period of last year. AI generated operating income for the forty weeks ended October 9, 2010 of $5.5 million as compared to $8.6 million for the comparable period of last year. AI’s operating income decreased during the third quarter and year-to-date periods of fiscal 2010 primarily due to lower than projected sales and gross profit resulting from temporary disruptions in its offshore sourcing of certain hard parts experienced earlier in the year as well as higher SG&A associated with the acceleration of new store openings.
Interest Expense
Interest expense for the twelve weeks ended October 9, 2010 was $7.0 million, or 0.5% of net sales, as compared to $5.3 million, or 0.4% of net sales, for the comparable period in Fiscal 2009. The increase in interest expense as a percentage of sales is primarily a result of the reclassification from accumulated other comprehensive income to interest expense of prior unrealized losses on interest rate swaps associated with our bank debt which was repaid near the beginning of the second quarter. The interest rate swaps will mature in October 2011.
Interest expense for the forty weeks ended October 9, 2010 was $20.1 million, or 0.4% of net sales, as compared to $18.4 million, or 0.4% of net sales, for the comparable period in Fiscal 2009.
Income Taxes
Income tax expense for the twelve weeks ended October 9, 2010 was $52.3 million, as compared to $38.0 million for the comparable period of Fiscal 2009. Our effective income tax rate was 37.4% and 38.0% for the twelve weeks ended October 9, 2010 and October 10, 2009, respectively.
Income tax expense for the forty weeks ended October 9, 2010 was $181.5 million, as compared to $143.5 million for the comparable period of Fiscal 2009. Our effective income tax rate was 37.9% and 37.8% for the forty weeks ended October 9, 2010 and October 10, 2009, respectively.
Net Income
Net income for the twelve weeks ended October 9, 2010 was $87.6 million, or $1.03 per diluted share, as compared to $62.0 million, or $0.65 per diluted share, for the comparable period of Fiscal 2009. As a percentage of net sales, net income for the twelve weeks ended October 9, 2010 was 6.2%, as compared to 4.9% for the comparable period of Fiscal 2009. The increase in diluted EPS was primarily due to growth in our operating income and the decrease in our average share count as a result of our repurchase of 11.9 million shares of our common stock
over the last four fiscal quarters.
Net income for the forty weeks ended October 9, 2010 was $297.9 million, or $3.37 per diluted share, as compared to $235.9 million, or $2.46 per diluted share, for the comparable period of Fiscal 2009. As a percentage of net sales, net income for the forty weeks ended October 9, 2010 was 6.4%, as compared to 5.5% for the comparable period of Fiscal 2009. The increase in diluted earnings per share was primarily due to growth in our operating income and the decrease in our average share count as a result of our repurchase of 11.9 million shares of our common stock over the last four fiscal quarters.
Liquidity and Capital Resources
Overview
Our primary cash requirements to maintain our current operations include payroll and benefits, the purchase of inventory, contractual obligations and capital expenditures as well as the payment of quarterly cash dividends and estimated income taxes. In addition, we have used available funds to repay borrowings under our revolving credit facility and repurchase shares of our common stock under our stock repurchase program. We have funded these requirements primarily through cash generated from operations, supplemented by borrowings under our credit facilities and notes offering as needed. We believe funds generated from our
expected
results of
operations, available cash and cash equivalents, and available borrowings under our revolving credit facility will be sufficient to fund our primary obligations for the next fiscal year.
At October 9, 2010, our cash and cash equivalents balance was $194.5 million, an increase of $94.5 million compared to January 2, 2010 (the end of Fiscal 2009). This increase resulted from additional cash flow from operating activities (including higher net income and our ability to increase accounts payable consistent with our inventory growth) and a net increase in debt partially offset by the repurchases of our common stock. Additional discussion of our cash flow results is set forth in the
Analysis of Cash Flows
section.
At October 9, 2010, our outstanding indebtedness was $302.2 million, or $97.9 million higher when compared to January 2, 2010, and consisted of borrowings of $298.8 million under our senior unsecured notes, $2.8 million outstanding on an economic development note and $0.6 million outstanding under other financing arrangements. Additionally, we had $103.6 million in letters of credit outstanding, which reduced our total availability under the revolving credit facility to $646.4 million. The letters of credit serve as collateral for our self-insurance policies and routine purchases of imported merchandise.
Capital Expenditures
Our primary capital requirements have been the funding of our continued new store openings, store relocations, maintenance of existing stores, the construction and upgrading of distribution centers, and the development of both proprietary and purchased information systems. Our capital expenditures were $147.2 million for the forty weeks ended October 9, 2010, or $14.5 million more than the forty weeks ended October 10, 2009. During the forty weeks ended October 9, 2010, we opened 87 AAP stores and 35 AI stores, remodeled 9 AAP stores and relocated 4 AAP and 3 AI stores.
Our future capital requirements will depend in large part on the number of and timing for new stores we open within a given year and the investments we make in information technology and supply chain networks. We anticipate adding approximately 110 AAP and 40 AI stores and closing approximately 5 stores during Fiscal 2010. We expect to relocate and remodel existing stores only in the normal course of business.
We also plan to make continued investments in the maintenance of our existing stores and supply chain network and to invest in new information systems to support our key strategies.
Stock Repurchase Program
Our stock repurchase program allows us to repurchase our common stock on the open market or in privately negotiated transactions from time to time in accordance with the requirements of the SEC.
During the twelve weeks ended October 9, 2010, we repurchased 0.4 million shares of our common stock at an aggregate cost of $20.7 million, or an average price of $54.18 per share, under our $300 million stock repurchase program, authorized by our Board of Directors on August 10, 2010. During the forty weeks ended October 9, 2010, we repurchased 10.7 million shares of our common stock at an aggregate cost of $476.1 million or an average price of $44.66 per share. We have $279.3 million remaining under the $300 million stock repurchase program which cancelled and replaced the remaining portion of our previous $500 million stock repurchase program.
Additionally, we repurchased 1,000 shares of our common stock at an aggregate cost of $44 thousand in connection with the net settlement of shares issued as a result of the vesting of restricted stock during the twelve weeks ended October 9, 2010. We repurchased 47,000 shares of our common stock at an aggregate cost of $1.9 million in connection with the net settlement of shares issued as a result of the vesting of restricted stock during the forty weeks ended October 9, 2010. During the twelve and forty weeks ended October 10, 2009, no shares were repurchased in connection with our restricted stock plan.
During the twelve weeks ended October 10, 2009, we repurchased 0.9 million shares of common stock at an aggregate cost of $35.2 million, or an average price of $40.00 per share. During the forty weeks ended October 10, 2009, we repurchased 1.2 million shares of common stock at an aggregate cost of $49.6 million, or an average price of $40.48 per share. These shares were repurchased in accordance with our $250 million stock repurchase program authorized by our Board of Directors in the second quarter of Fiscal 2008.
Dividend
Our Board of Directors has declared quarterly dividends of $0.06 per share to stockholders of record since Fiscal 2006. Subsequent to October 9, 2010, our Board of Directors declared a quarterly dividend of $0.06 per share to be paid on January 7, 2011 to all common stockholders of record as of December 24, 2010.
Other Liquidity
During the last two years, we have transitioned certain of our merchandise vendors from a vendor financing program to a customer-managed services arrangement, or vendor program. Under this vendor program, a third party provides an accounts payable tracking system which facilitates the participating suppliers’ ability to finance our payment obligations with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to participating financial institutions to finance one or more of our payment obligations prior to their scheduled due dates at a discounted price. Our obligations to suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance our accounts payable due to them under this arrangement. Our goal in entering into this arrangement is to capture overall supply chain savings in the form of pricing, payment terms or vendor funding, created by facilitating our suppliers’ ability to finance payment obligations at more favorable discount rates, while providing them with greater working capital flexibility.
Any deterioration in the credit markets could adversely impact our ability to secure funding for any of these programs, which would reduce our anticipated savings, including but not limited to, causing us to increase our borrowings under our revolving credit facility.
Analysis of Cash Flows
A summary and analysis of our cash flows for the forty week period ended October 9, 2010 as compared to the forty week period ended October 10, 2009 is included below.
|
Forty Week Periods Ended
|
||||||||
|
October 9, 2010
|
October 10, 2009
|
|||||||
|
(in millions)
|
||||||||
|
Cash flows from operating activities
|
$ | 596.5 | $ | 628.5 | ||||
|
Cash flows from investing activities
|
(147.0 | ) | (130.1 | ) | ||||
|
Cash flows from financing activities
|
(355.0 | ) | (319.5 | ) | ||||
|
Net increase in cash and
|
||||||||
|
cash equivalents
|
$ | 94.5 | $ | 178.9 | ||||
Operating Activities
For the forty weeks ended October 9, 2010, net cash provided by operating activities decreased $32.0 million to $596.5 million. This net decrease in operating cash flow was driven primarily by:
2BU
|
·
|
a $52.7 million decrease in cash flows from inventory, net of accounts payable, primarily due to the prior year addition of certain vendors to our vendor program partially offset by an increase in our accounts payable ratio in the current year;
|
|
·
|
a $30.5 million decrease in deferred income taxes; and
|
|
·
|
a $19.7 million decrease in cash flows resulting from routine fluctuations in other working capital.
|
Partially offsetting the decrease in cash flows was an increase in net income of $62.0 million.
Investing Activities
For the forty weeks ended October 9, 2010, net cash used in investing activities increased by $16.9 million to $147.0 million. The increase in cash used was primarily due to new store development.
3BU
Financing Activities
For the forty weeks ended October 9, 2010, net cash used in financing activities increased by $35.5 million to $355.0 million. Cash flows from financing activities increased as a result of:
|
·
|
a decrease of $270.7 million in net debt repayments, as a result of the issuance of senior unsecured notes partially offset by the payoff of our term loan and repayment of our revolving credit facility; and
|
|
·
|
a $102.7 million decrease in cash flow from financed vendor accounts payable (partially offset in operating activities above); and
|
|
·
|
a $15.9 million increase in bank overdrafts primarily due to timing.
|
Cash flows from financing activities decreased as result of:
|
·
|
a $428.5 million increase in the repurchase of common stock under our stock repurchase program.
|
Long-Term Debt
Senior Unsecured Notes
On April 29, 2010, we sold $300 million aggregate principal amount of 5.75% senior unsecured notes due May 1, 2020, or the Notes, at a public offering price of 99.587% of the principal amount per note. We served as the issuer of the Notes with each of our domestic subsidiaries serving as subsidiary guarantors. The terms of the Notes are governed by an indenture and supplemental indenture (which we refer to collectively as the Indenture), dated as of April 29, 2010, among us, the subsidiary guarantors and Wells Fargo Bank, National Association, as Trustee.
The net proceeds from the offering of the Notes were approximately $294.2 million, after deducting
underwriting discounts and commissions and estimated offering expenses payable by us. We used the net proceeds from this offering to repay indebtedness outstanding under our revolving credit facility and term loan. Amounts repaid under our revolving credit facility may be reborrowed from time to time for operational purposes, working capital needs, capital expenditures and other general corporate purposes. As of October 9,
2010,
we
had $298.8 million outstanding under our Notes.
The Notes bear interest at a rate of 5.75% per year payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2010. We may redeem some or all of the Notes at any time or from time to time, at the redemption price described in the Indenture. In addition, in the event of a Change of Control Triggering Event (as defined in the Indenture), we will be required to offer to repurchase the Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date. The Notes initially will be fully and unconditionally guaranteed, jointly and severally, on an unsubordinated and unsecured basis by each of the subsidiary guarantors. We will be permitted to release guarantees without the consent of holders of the Notes under the circumstances described in the Indenture.
The Indenture contains customary provisions for events of default including for (i) failure to pay principal or interest when due and payable, (ii) failure to comply with covenants or agreements in the Indenture or the Notes and failure to cure or obtain a waiver of such default upon notice, (iii) a default under any debt for money borrowed by us or any of our subsidiaries that results in acceleration of the maturity of such debt, or failure to pay any such debt within any applicable grace period after final stated maturity, in an aggregate amount greater than $25.0 million without such debt having been discharged or acceleration having been rescinded or annulled within 10 days after receipt by us of notice of the default by the Trustee or holders of not less than 25% in aggregate principal amount of the Notes then outstanding, and (iv) events of bankruptcy, insolvency or reorganization affecting us and certain of our subsidiaries. In the case of an event of default, the principal amount of the Notes plus accrued and unpaid interest may be accelerated. The Indenture also contains covenants limiting the ability of us and our subsidiaries to incur debt secured by liens and to enter into sale and lease back transactions.
Bank Debt
We have a $750 million unsecured five-year revolving credit facility with our wholly-owned subsidiary, Advance Stores Company, Incorporated, or Stores, serving as the borrower. In connection with the offering of the Notes, we also amended our revolving credit facility to add all of our domestic subsidiaries as guarantors. The subsidiary guarantees related to our revolving credit facility and Notes are full and unconditional and joint and several. The revolving credit facility also provides for the issuance of letters of credit with a sub limit of $300 million, and swingline loans in an amount not to exceed $50 million. We may request, subject to agreement by one or more lenders, that the total revolving commitment be increased by an amount not exceeding $250 million (up to a total commitment of $1 billion) during the term of the credit agreement. Voluntary prepayments and voluntary reductions of
the
revolving balance
are
permitted in whole or in part, at our option, in minimum principal amounts as specified in the revolving credit facility. The revolving credit facility matures on October 5, 2011.
As of October 9, 2010, we had no amount outstanding under our revolving credit facility. We had letters of credit outstanding of $103.6 million, which reduced the availability under the revolving credit facility to $646.4 million. (The letters of credit generally have a term of one year or less.) A commitment fee is charged on the unused portion of the revolving credit facility, payable in arrears. The current commitment fee rate is 0.150% per annum.
The interest rate on borrowings under the revolving credit facility is based, at our option, on an adjusted LIBOR rate, plus a margin, or an alternate base rate, plus a margin. The current margin is 0.625% and 0.0% per annum for the adjusted LIBOR and alternate base rate borrowings, respectively. Under the terms of the revolving credit facility, the interest rate and commitment fee are based on our credit rating.
As of October 9, 2010, we had fully repaid all amounts which had been outstanding under our unsecured four-year term loan with proceeds from the above mentioned Notes offering.
Other
As of October 9, 2010, we had $3.4 million outstanding under an economic development note and other financing arrangements.
As of October 9, 2010, we had a credit rating from Standard & Poor’s of BBB-. As of October 9, 2010, we had a credit rating from Moody’s Investor Service of Baa3, which was increased from the previous rating of Ba1 on October 8, 2010. The current outlooks by Standard & Poor’s and Moody’s are both stable. The current pricing grid used to determine our borrowing rate under our revolving credit facility is based on our credit ratings. If these credit ratings decline, our interest rate on outstanding balances may increase. Conversely, if these credit ratings improve, our interest rate may decrease. In addition, if our credit ratings decline, our access to financing may become more limited.
Guarantees and Covenants
We amended our revolving credit facility to add each of our domestic subsidiaries as guarantors. The subsidiary guarantees related to our revolving credit facility and Notes are full and unconditional and joint and several.
Our revolving credit facility contains covenants restricting our ability to, among other things: (1) create, incur or assume additional debt (including hedging arrangements), (2) incur liens or engage in sale-leaseback transactions, (3) make loans and investments, (4) guarantee obligations, (5) engage in certain mergers, acquisitions and asset sales, (6) change the nature of our business and the business conducted by our subsidiaries and (7) change our status as a holding company. We are also required to comply with financial covenants with respect to a maximum leverage ratio and a minimum consolidated coverage ratio. We were in compliance with these covenants at October 9, 2010 and January 2, 2010. Our revolving credit facility also provides for customary events of default, covenant defaults and cross-defaults to our other material indebtedness.
Interest Rate Swaps
Effective April 24, 2010, our outstanding interest rate swaps no longer qualified for hedge accounting as a result of our intent to pay off our term loan with the proceeds from the sale of the Notes, which were issued on April 29, 2010. Accordingly, we have recorded all subsequent changes in the fair value of the interest rate swaps through earnings and will continue to amortize the previously recorded unrecognized loss in accumulated other comprehensive loss to interest expense over the remaining life of the swaps which mature in October 2011.
Off-Balance-Sheet Arrangements
As of October 9, 2010, we had no off-balance-sheet arrangements as defined in Regulation S-K Item 303 of the SEC regulations. We include other off-balance-sheet arrangements in our contractual obligations table including operating lease payments, interest payments on our credit facility and letters of credit outstanding.
Contractual Obligations
As of October 9, 2010, there were no material changes to our outstanding contractual obligations as compared to our contractual obligations outstanding as of January 2, 2010 other than the repayment of our bank debt with proceeds from the issuance of the Notes. The Notes mature in 2020. For information regarding our contractual obligations see “Contractual Obligations” in our 2009 Form 10-K.
Seasonality
Our business is somewhat seasonal in nature, with the highest sales usually occurring in the spring and summer months. In addition, our business can be affected by weather conditions. While unusually heavy precipitation tends to soften sales as elective maintenance is deferred during such periods, extremely hot or cold weather tends to enhance sales by causing automotive parts to fail at an accelerated rate.
New Accounting Pronouncements
For a description of recently announced accounting standards, including the expected dates of adoption and estimated effects, if any, on our condensed consolidated financial statements, see
New Accounting Pronouncements
in Note 1 of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
On April 29, 2010, we issued $300 million of senior unsecured notes with an interest rate of 5.75% due in 2020 and repaid $275 million outstanding under our revolving credit facility and term loan with the proceeds from the notes offering. Our revolving credit facility currently remains in place and matures in October 2011. Therefore, we may be exposed to cash flow risk due to changes in LIBOR in the event we borrow under our revolving credit facility.
Historically we have used interest rate swaps to mitigate the impact that movements in LIBOR would have on the interest from our bank debt. As we have paid off our bank debt, these interest rate swaps now present their own exposure to movements in LIBOR.
The table below presents principal cash flows and related weighted average interest rates on our interest rate swaps outstanding at October 9, 2010, by expected maturity dates. The table includes the impact of the anticipated average pay and receive rates of our interest rate swaps through their maturity dates. Expected maturity dates approximate contract terms. Weighted average variable rates are based on implied forward rates in the yield curve at October 9, 2010. Implied forward rates should not be considered a predictor of actual future interest rates.
|
Remainder
of Fiscal
2010
|
Fiscal
2011
|
Fiscal
2012
|
Fiscal
2013
|
Fiscal
2014
|
Thereafter
|
Total
|
Fair
Market
Liability
|
|||||||||||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||||
|
Interest rate swaps:
|
||||||||||||||||||||||||||||||||
|
Variable to fixed
(1)
|
$ | 275,000 | $ | 275,000 | $ | - | $ | - | - | - | 275,000 | $ | 12,281 | |||||||||||||||||||
|
Weighted average pay rate
|
4.5 | % | 4.4 | % | - | - | - | - | 4.5 | % | - | |||||||||||||||||||||
|
Weighted average receive rate
|
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
(1)
Amounts presented may not be outstanding for the entire year.
Disclosure Controls and Procedures
Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report in accordance with Rule 13a-15(b) under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended October 9, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The following table sets forth the information with respect to repurchases of our common stock for the quarter ended October 9, 2010 (amounts in thousands, except per share amounts):
|
Period
|
Total Number
of Shares
Purchased
(1)
|
Average
Price Paid
per Share
(1)
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
(2)
|
Maximum Dollar
Value that May Yet
Be Purchased
Under the Plans or
Programs
(2)
|
||||||||||||
|
July 18, 2010, to August 14, 2010
|
1 | $ | 52.57 | - | $ | 300,000 | ||||||||||
|
August 15, 2010, to September 11, 2010
|
381 | 54.18 | 381 | 279,336 | ||||||||||||
|
September 12, 2010, to October 9, 2010
|
- | - | - | 279,336 | ||||||||||||
|
Total
|
382 | $ | 54.18 | 381 | $ | 279,336 | ||||||||||
|
(1)
|
In addition to the shares of common stock we repurchased under our $300 million stock repurchase program, we repurchased 1,000 shares of our common stock at an aggregate cost of $44 thousand in connection with the net settlement of shares issued as a result of the vesting of restricted stock during the twelve weeks ended October 9, 2010.
|
|
(2)
|
Excepted as noted in footnote 1 above, all of the above repurchases were made on the open market at prevailing market rates plus related expenses under our stock repurchase program, which authorized the repurchase of up to $300 million in common stock. Our stock repurchase program was authorized by our Board of Directors and publicly announced on August 10, 2010. Our $300 million stock repurchase program replaced our prior $500 million stock repurchase program.
|
|
3.1
(1)
|
|
Restated Certificate of Incorporation of Advance Auto Parts, Inc. ("Advance Auto").
|
|
|
|
|||
|
3.2
(2)
|
|
Amended and Restated Bylaws of Advance Auto (effective August 12, 2009).
|
|
| 10.48 | Third Amendment to Employment Agreement effective August 27, 2010 between Advance Auto Parts, Inc. and Darren R. Jackson. | ||
|
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
|
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
|
101.INS
(3)
|
XBRL Instance Document | ||
|
101.SCH
(3)
|
XBRL Taxonomy Extension Schema Document | ||
|
101.CAL
(3)
|
XBRL Taxonomy Extension Calculation Linkbase Document | ||
|
101.LAB
(3)
|
XBRL Taxonomy Extension Labels Linkbase Document | ||
| 101.PRE (3) | XBRL Taxonomy Extension Presentation Linkbase Document |
|
(1)
|
Filed on August 16, 2004 as an exhibit to Quarterly Report on Form 10-Q of Advance Auto.
|
|
(2)
|
Filed on August 17, 2009 as an exhibit to Current Report on Form 8-K of Advance Auto.
|
|
(3)
|
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except to the extent expressly set forth by specific reference in such filing.
|
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, thereunto duly authorized.
| ADVANCE AUTO PARTS, INC. | ||
|
|
|
|
| November 17, 2010 | By: |
/s/ Michael A. Norona
|
|
Michael A. Norona
Executive Vice President and Chief Financial Officer
|
||
EXHIBIT INDEX
|
|
Exhibit Description
|
|
|
3.1
|
(1)
|
Restated Certificate of Incorporation of Advance Auto.
|
|
3.2
|
(2)
|
Amended and Restated Bylaws of Advance Auto (effective August 12, 2009).
|
| 10.48 | Third Amendment to Employment Agreement effective August 27, 2010 between Advance Auto Parts, Inc. and Darren R. Jackson. | |
|
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
| 101.INS |
(3)
|
XBRL Instance Document |
| 101.SCH |
(3)
|
XBRL Taxonomy Extension Schema Document |
| 101.CAL |
(3)
|
XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB |
(3)
|
XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE |
(3)
|
XBRL Taxonomy Extension Presentation Linkbase Document |
|
(1)
|
Filed on August 16, 2004 as an exhibit to Quarterly Report on Form 10-Q of Advance Auto.
|
|
(2)
|
Filed on August 17, 2009 as an exhibit to Current Report on Form 8-K of Advance Auto.
|
|
(3)
|
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except to the extent expressly set forth by specific reference in such filing.
|
TABLE OF CONTENTS
Part I. Financial InformationItem 1 . Condensed Consolidated Financial Statements Of Advance Auto Parts, Inc. and SubsidiariesItem 2 . Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3 . Quantitative and Qualitative Disclosures About Market RiskItem 4 . Controls and ProceduresPart II . Other InformationItem 2 . Unregistered Sales Of Equity Securities and Use Of ProceedsItem 6 . Exhibits