ITEM 2 PROPERTIES
The Company's headquarters in Philadelphia, Pennsylvania, which also serves as an administrative regional office for its eastern operations, occupies approximately 263,000 square feet of a five-story structure owned by the Company with approximately 300,000 square feet of floor space. The Company owns a 60,000 square foot three-story structure in Los Angeles, California which serves as an administrative regional office for its western operations. The Company leases approximately 4,000 square feet of office space in each of Decatur, Georgia and Richardson, Texas which serve as administrative regional offices for its southeastern and southwestern operations, respectively.
Of the 386 stores operated by the Company at January 29, 1994, 272 are owned and 114 are leased.
The following table sets forth certain information regarding the owned and leased warehouse space utilized by the Company at January 29, 1994.
The Company currently intends to add an additional 130,000 square feet to the Atlanta, Georgia warehouse facility during fiscal 1994. The Company anticipates that during fiscal 1994 it will utilize leased warehouse space in close proximity to certain main warehouse facilities to accommodate inventory necessary to support store expansion and any increase in stock keeping units.
ITEM 3
ITEM 3 LEGAL PROCEEDINGS Except for routine litigation arising in the ordinary course of business, neither the Company nor any of its subsidiaries is a party to any material pending legal proceedings.
ITEM 4
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year ended January 29, 1994.
ITEM A EXECUTIVE OFFICERS OF THE COMPANY The following table indicates the names, ages, years with the Company and positions (together with the year of election to such positions) of the executive officers of the Company:
Years with Position with the Company and Name Age Company Year of Election to Position - --------------------- ---- ---------- -----------------------------
Mitchell G. Leibovitz 48 15 Chairman of the Board since March 1994; Chief Executive Officer since March 1990; President since 1986
Michael J. Holden 42 14 Senior Vice President - Chief Financial Officer since March 1987; Treasurer since 1984
Wendel H. Province 46 4 Senior Vice President - Chief Operating Officer since March
Frederick A. Stampone 38 12 Senior Vice President - Chief Administrative Officer since March 1993; Secretary since December 1988
Mark L. Page 37 18 Senior Vice President - Store Operations since March 1993
Messrs. Leibovitz, Holden and Stampone have been executive officers of the Company for more than the past five years. Messrs. Province and Page have been an executive officer of the Company for less than the past five years. Mr. Province was Vice President - Merchandising for Auto Zone, Inc. (formerly Auto Shack, Inc.) from 1985 until June 1987. From June 1987 until August 1989 he was Vice President - Merchandising for the Whitlock Corporation. He commenced employment with the Company on September 5, 1989 and was a Merchandising Manager until he became Senior Vice President - Merchandising on October 27, 1989. On March 31, 1993 Mr. Province became Senior Vice President - Chief Operating Officer. Mr. Page was a regional manager for the Company from February 1987 until February 1991 when he was elected Vice President - Western Store Operations. On March 14, 1993 Mr. Page became Senior Vice President - Store Operations. Each of the officers serves at the pleasure of the Board of Directors of the Company. There are no arrangements or understandings pursuant to which any officer was elected to office.
PART II ITEM 5
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The common stock of The Pep Boys - Manny, Moe & Jack is listed on the New York Stock Exchange under the symbol "PBY". There were 3,682 registered shareholders as of January 29, 1994. The following table sets forth for the periods listed the high and low sale prices and the cash dividends paid on the Company's common stock.
Inventories have increased in the past three years as the Company added a net of 73 stores while stock keeping units per store rose during the period from approximately 19,000 to approximately 24,000, many of which were higher cost hard parts.
The Company currently plans to open approximately 50 stores in fiscal 1994. Management estimates that the cost to open 50 stores, coupled with capital expenditures in existing stores, warehouses and offices during fiscal 1994 will be approximately $155,000,000. In addition to the funds required to finance the Company's store expansion, the Company has authorization to repurchase an additional $50,069,000 of its stock to fund an employee benefits trust. Funds required to finance the store expansion and stock repurchase are expected to come from operating activities with the remainder provided by unused lines of credit, which totalled $139,500,000 at January 29, 1994, or from accessing traditional lending sources such as the public capital markets.
The Company's working capital decreased to $92,518,000 at January 29, 1994 from $104,622,000 at January 30, 1993. The Company's long-term debt increased, as a percentage of its total capitalization, to 32% at January 29, 1994 from 29% at January 30, 1993.
ITEM 8
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders The Pep Boys - Manny, Moe & Jack Philadelphia, Pennsylvania
We have audited the accompanying consolidated balance sheets of The Pep Boys - Manny, Moe & Jack and subsidiaries as of January 29, 1994 and January 30, 1993 , and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the three years in the period ended January 29, 1994. Our audits also included the financial statement schedules listed in the index at Item 14.