e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended May 7, 2011
, 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 |
For the transition period from to .
Commission file number 1-10714
AUTOZONE, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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62-1482048 |
(State or other jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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123 South Front Street, Memphis, Tennessee
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38103 |
(Address of principal executive offices)
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(Zip Code) |
(901) 495-6500
(Registrants telephone number, including area code)
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 periods that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ 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 Regulation 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 þ 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 the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
Common
Stock, $.01 Par Value 41,560,511 shares outstanding as of June 10, 2011.
PART I. FINANCIAL INFORMATION
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Item 1. |
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Financial Statements. |
AUTOZONE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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May 7, |
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August 28, |
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(in thousands) |
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2011 |
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2010 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
100,367 |
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$ |
98,280 |
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Accounts receivable |
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136,369 |
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125,802 |
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Merchandise inventories |
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2,491,981 |
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2,304,579 |
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Other current assets |
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77,812 |
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83,160 |
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Total current assets |
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2,806,529 |
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2,611,821 |
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Property and equipment: |
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Property and equipment |
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4,270,644 |
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4,067,261 |
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Less: Accumulated depreciation and amortization |
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(1,655,620 |
) |
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(1,547,315 |
) |
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2,615,024 |
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2,519,946 |
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Goodwill |
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302,645 |
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302,645 |
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Deferred income taxes |
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62,686 |
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46,223 |
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Other long-term assets |
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97,994 |
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90,959 |
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463,325 |
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439,827 |
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$ |
5,884,878 |
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$ |
5,571,594 |
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Liabilities and Stockholders Deficit |
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Current liabilities: |
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Accounts payable |
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$ |
2,710,081 |
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$ |
2,433,050 |
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Accrued expenses and other |
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430,541 |
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432,368 |
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Income taxes payable |
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115,591 |
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25,385 |
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Deferred income taxes |
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155,944 |
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146,971 |
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Short-term borrowings |
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49,686 |
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26,186 |
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Total current liabilities |
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3,461,843 |
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3,063,960 |
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Long-term debt |
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3,171,100 |
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2,882,300 |
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Other long-term liabilities |
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371,476 |
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364,099 |
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Commitments and contingencies |
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Stockholders deficit: |
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Preferred stock, authorized 1,000 shares; no shares issued |
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Common stock, par value $.01 per share, authorized
200,000 shares; 43,916 shares issued and 41,439 shares
outstanding as of May 7, 2011; 50,061 shares issued and
45,107 shares outstanding as of August 28, 2010 |
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439 |
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501 |
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Additional paid-in capital |
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557,014 |
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557,955 |
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Retained deficit |
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(945,467 |
) |
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(245,344 |
) |
Accumulated other comprehensive loss |
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(82,473 |
) |
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(106,468 |
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Treasury stock, at cost |
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(649,054 |
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(945,409 |
) |
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Total stockholders deficit |
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(1,119,541 |
) |
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(738,765 |
) |
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$ |
5,884,878 |
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$ |
5,571,594 |
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See Notes to Condensed Consolidated Financial Statements.
3
AUTOZONE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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Twelve Weeks Ended |
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Thirty-Six Weeks Ended |
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May 7, |
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May 8, |
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May 7, |
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May 8, |
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(in thousands, except per share data) |
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2011 |
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2010 |
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2011 |
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2010 |
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Net sales |
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$ |
1,978,369 |
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$ |
1,821,990 |
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$ |
5,430,977 |
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$ |
4,917,459 |
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Cost of sales, including warehouse and delivery expenses |
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964,839 |
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898,869 |
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2,664,088 |
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2,440,678 |
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Gross profit |
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1,013,530 |
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923,121 |
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2,766,889 |
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2,476,781 |
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Operating, selling, general and administrative expenses |
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620,605 |
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567,256 |
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1,796,095 |
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1,630,106 |
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Operating profit |
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392,925 |
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355,865 |
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970,794 |
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846,675 |
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Interest expense, net |
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39,916 |
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36,833 |
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116,745 |
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109,483 |
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Income before income taxes |
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353,009 |
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319,032 |
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854,049 |
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737,192 |
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Income taxes |
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125,636 |
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116,287 |
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306,544 |
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267,814 |
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Net income |
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$ |
227,373 |
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$ |
202,745 |
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$ |
547,505 |
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$ |
469,378 |
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Weighted average shares for basic earnings per share |
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41,978 |
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48,377 |
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43,349 |
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49,309 |
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Effect of dilutive stock equivalents |
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977 |
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835 |
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973 |
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778 |
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Adjusted weighted average shares for diluted earnings per share |
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42,955 |
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49,212 |
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44,322 |
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50,087 |
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Basic earnings per share |
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$ |
5.42 |
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$ |
4.19 |
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$ |
12.63 |
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$ |
9.52 |
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Diluted earnings per share |
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$ |
5.29 |
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$ |
4.12 |
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$ |
12.35 |
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$ |
9.37 |
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See Notes to Condensed Consolidated Financial Statements.
4
AUTOZONE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Thirty-Six Weeks Ended |
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May 7, |
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May 8, |
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(in thousands) |
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2011 |
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2010 |
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Cash flows from operating activities: |
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Net income |
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$ |
547,505 |
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$ |
469,378 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization of property and equipment |
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133,347 |
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129,918 |
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Amortization of debt origination fees |
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6,060 |
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4,505 |
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Income tax benefit from exercise of stock options |
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(22,027 |
) |
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(10,167 |
) |
Deferred income taxes |
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(9,771 |
) |
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(4,516 |
) |
Share-based compensation expense |
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18,482 |
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13,215 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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(9,872 |
) |
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5,307 |
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Merchandise inventories |
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(174,138 |
) |
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(79,177 |
) |
Accounts payable and accrued expenses |
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277,158 |
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125,622 |
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Income taxes payable |
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111,823 |
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61,908 |
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Other, net |
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18,326 |
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25,014 |
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Net cash provided by operating activities |
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896,893 |
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741,007 |
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Cash flows from investing activities: |
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Capital expenditures |
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(200,584 |
) |
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(180,066 |
) |
Purchase of marketable securities |
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(34,720 |
) |
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(31,417 |
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Proceeds from sale of marketable securities |
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32,087 |
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28,255 |
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Disposal of capital assets |
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2,299 |
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6,452 |
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Net cash used in investing activities |
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(200,918 |
) |
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(176,776 |
) |
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Cash flows from financing activities: |
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Net payments of commercial paper |
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(11,900 |
) |
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(28,400 |
) |
Net proceeds from short-term borrowings |
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19,690 |
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Proceeds from issuance of debt |
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500,000 |
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Repayment of debt |
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(199,300 |
) |
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Net proceeds from sale of common stock |
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42,147 |
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|
28,818 |
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Purchase of treasury stock |
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(1,033,488 |
) |
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(558,269 |
) |
Income tax benefit from exercise of stock options |
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|
22,027 |
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|
10,167 |
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Payments of capital lease obligations |
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(16,683 |
) |
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(13,864 |
) |
Other, net |
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(17,180 |
) |
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Net cash used in financing activities |
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(694,687 |
) |
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(561,548 |
) |
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Effect of exchange rate changes on cash |
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|
799 |
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373 |
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Net increase in cash and cash equivalents |
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2,087 |
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3,056 |
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Cash and cash equivalents at beginning of period |
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98,280 |
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92,706 |
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Cash and cash equivalents at end of period |
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$ |
100,367 |
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$ |
95,762 |
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See Notes to Condensed Consolidated Financial Statements.
5
AUTOZONE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A General
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with U.S. generally accepted accounting principles for interim financial information and
with instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange
Commissions (the SEC) rules and regulations. Accordingly, they do not include all of the
information and footnotes required by U.S. generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, including normal recurring
accruals, considered necessary for a fair presentation have been included. For further
information, refer to the consolidated financial statements and related notes included in the
AutoZone, Inc. (AutoZone or the Company) Annual Report on Form 10-K for the year ended August
28, 2010.
Operating results for the twelve and thirty-six weeks ended May 7, 2011, are not necessarily
indicative of the results that may be expected for the fiscal year ending August 27, 2011. Each of
the first three quarters of AutoZones fiscal year consists of 12 weeks, and the fourth quarter
consists of 16 or 17 weeks. The fourth quarters for fiscal 2010 and fiscal 2011 each have 16
weeks. Additionally, the Companys business is somewhat seasonal in nature, with the highest sales
generally occurring during the months of February through September and the lowest sales generally
occurring in the months of December and January.
Note B Share-Based Payments
AutoZone recognizes compensation expense for share-based payments based on the fair value of the
awards at the grant date. Share-based payments include stock option grants, restricted stock
grants, restricted stock unit grants and the discount on shares sold to employees under share
purchase plans. Additionally, directors fees are paid in restricted stock units with value
equivalent to the value of shares of common stock as of the grant date. The change in fair value of
liability-based stock awards is also recognized in share-based compensation expense.
Total share-based compensation expense (a component of operating, selling, general and
administrative expenses) was $6.4 million for the twelve week period ended May 7, 2011, and was
$4.3 million for the comparable prior year period. Share-based compensation expense was $18.5
million for the thirty-six week period ended May 7, 2011, and was $13.2 million for the comparable
prior year period.
During the thirty-six week period ended May 7, 2011, 436,394 shares of stock options were exercised
at a weighted average exercise price of $99.87. In the comparable prior year period, 380,503
shares of stock options were exercised at a weighted average exercise price of $77.27. The Company
made stock option grants of 424,780 shares during the thirty-six week period ended May 7, 2011, and
granted options to purchase 496,580 shares during the comparable prior year period.
The weighted
average fair value of the stock option awards granted during the thirty-six week periods ended May
7, 2011 and May 8, 2010, using the Black-Scholes-Merton multiple-option pricing valuation model,
was $58.58 and $40.75 per share, respectively, using the following weighted average key
assumptions:
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Thirty-Six Weeks Ended |
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May 7, |
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May 8, |
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2011 |
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2010 |
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Expected price volatility |
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31 |
% |
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31 |
% |
Risk-free interest rate |
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1.0 |
% |
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1.8 |
% |
Weighted average expected lives (in years) |
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4.3 |
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4.3 |
|
Forfeiture rate |
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10.0 |
% |
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|
10.0 |
% |
Dividend yield |
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|
0.0 |
% |
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|
0.0 |
% |
See AutoZones Annual Report on Form 10-K for the year ended August 28, 2010 for a discussion
of the methodology used in developing AutoZones assumptions to determine the fair value of the
option awards.
For the twelve week periods ended May 7, 2011 and May 8, 2010, there were no anti-dilutive shares
excluded from the diluted earnings per share computation. There were 1,260 anti-dilutive shares
excluded from the diluted earnings per share computation for the thirty-six week period ended May
7, 2011, and 24,900 anti-dilutive shares excluded for the comparable prior year.
On December 15, 2010, the Companys stockholders approved the 2011 Equity Incentive Award Plan (the
Plan), allowing the Company to provide equity-based compensation to non-employee directors and
employees for their service to AutoZone or its subsidiaries or affiliates. Under the Plan,
participants may receive equity-based compensation in the form of stock options, stock appreciation
rights, restricted stock, restricted stock units, dividend equivalents, deferred stock, stock
payments, performance share awards and other incentive awards structured by the Companys Board of
Directors (the Board) and the Compensation Committee of the Board.
6
On December 15, 2010, the Company adopted the 2011 Director Compensation Program (the Program),
which states that non-employee directors will receive their compensation in awards of restricted
stock units under the Plan. The Program replaces the former 2003 Director Compensation Plan and the
2003 Director Stock Option Plan. Under the Program, restricted stock units are granted the first
day of each calendar quarter. The number of restricted stock units granted each quarter is
determined by dividing one-fourth of the amount of the annual retainer by the fair market value of
the shares of common stock as of the grant date. The restricted stock units are fully vested on the
date they are issued and are paid in shares of the Companys common stock subsequent to the
non-employee director ceasing to be a member of the Board. The Company recognized $466 thousand in
share-based compensation expense related to the Program for the twelve weeks ended May 7, 2011, and
$932 thousand for the thirty-six weeks ended May 7, 2011.
Note C Fair Value Measurements
The Company defines fair value as the price received to transfer an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. The
Company uses a hierarchy of valuation inputs to measure fair value.
The hierarchy prioritizes the inputs into three broad levels:
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Level 1 inputsunadjusted quoted prices in active markets for identical assets or liabilities
that the Company has the ability to access. An active market for the asset or liability is one
in which transactions for the asset or liability occur with sufficient frequency and volume to
provide ongoing pricing information. |
|
|
Level 2 inputsinputs other than quoted market prices included in Level 1 that are observable,
either directly or indirectly, for the asset or liability. Level 2 inputs include, but are not
limited to, quoted prices for similar assets or liabilities in an active market, quoted prices
for identical or similar assets or liabilities in markets that are not active and inputs other
than quoted market prices that are observable for the asset or liability, such as interest rate
curves and yield curves observable at commonly quoted intervals, volatilities, credit risk and
default rates. |
|
|
Level 3 inputsunobservable inputs for the asset or liability. |
The Companys assets and liabilities measured at fair value on a recurring basis were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 7, 2011 |
|
(in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current assets |
|
$ |
14,409 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
14,409 |
|
Other long-term assets |
|
|
53,766 |
|
|
|
7,074 |
|
|
|
|
|
|
|
60,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
68,175 |
|
|
$ |
7,074 |
|
|
$ |
|
|
|
$ |
75,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 28, 2010 |
|
(in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current assets |
|
$ |
11,307 |
|
|
$ |
4,996 |
|
|
$ |
|
|
|
$ |
16,303 |
|
Other long-term assets |
|
|
47,725 |
|
|
|
8,673 |
|
|
|
|
|
|
|
56,398 |
|
Accrued expenses and other |
|
|
|
|
|
|
(9,979 |
) |
|
|
|
|
|
|
(9,979 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
59,032 |
|
|
$ |
3,690 |
|
|
$ |
|
|
|
$ |
62,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At May 7, 2011, the fair value measurement amounts for assets and liabilities recorded in the
accompanying Condensed Consolidated Balance Sheet consisted of short-term marketable securities of
$14.4 million, which are included within other current assets, and long-term marketable securities
of $60.8 million, which are included in other long-term assets. The Companys marketable
securities are typically valued at the closing price in the principal active market as of the last
business day of the quarter or through the use of other market inputs relating to the securities,
including benchmark yields and reported trades. The fair values of the marketable securities, by
asset class, are described in Note D Marketable Securities.
The carrying value of certain of the Companys financial instruments, including cash and cash
equivalents, accounts receivable, prepaid assets and accounts payable, approximate fair value
because of their short maturities. A discussion of the carrying values and fair values of the
Companys debt is included in Note H Financing.
7
Note D Marketable Securities
The Companys basis for determining the cost of a security sold is the Specific Identification
Model. Unrealized gains (losses) on marketable securities are recorded in accumulated other
comprehensive loss.
The Companys available-for-sale marketable securities consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 7, 2011 |
|
|
|
Amortized |
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Cost |
|
|
Unrealized |
|
|
Unrealized |
|
|
|
|
(in thousands) |
|
Basis |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate securities |
|
$ |
25,895 |
|
|
$ |
297 |
|
|
$ |
(2 |
) |
|
$ |
26,190 |
|
Government bonds |
|
|
29,919 |
|
|
|
180 |
|
|
|
(7 |
) |
|
|
30,092 |
|
Mortgage-backed securities |
|
|
5,449 |
|
|
|
88 |
|
|
|
|
|
|
|
5,537 |
|
Asset-backed securities and other |
|
|
13,264 |
|
|
|
166 |
|
|
|
|
|
|
|
13,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
74,527 |
|
|
$ |
731 |
|
|
$ |
(9 |
) |
|
$ |
75,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 28, 2010 |
|
|
|
Amortized |
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Cost |
|
|
Unrealized |
|
|
Unrealized |
|
|
|
|
(in thousands) |
|
Basis |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate securities |
|
$ |
28,707 |
|
|
$ |
490 |
|
|
$ |
(1 |
) |
|
$ |
29,196 |
|
Government bonds |
|
|
24,560 |
|
|
|
283 |
|
|
|
|
|
|
|
24,843 |
|
Mortgage-backed securities |
|
|
8,603 |
|
|
|
192 |
|
|
|
|
|
|
|
8,795 |
|
Asset-backed securities and other |
|
|
9,831 |
|
|
|
47 |
|
|
|
(11 |
) |
|
|
9,867 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
71,701 |
|
|
$ |
1,012 |
|
|
$ |
(12 |
) |
|
$ |
72,701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The marketable securities held at May 7, 2011 are primarily debt securities and have effective
maturities ranging from less than one year to approximately 3 years. The Company did not realize
any material gains or losses on its marketable securities during the thirty-six week period ended
May 7, 2011.
The Company holds seven securities that are in an unrealized loss position of approximately nine
thousand dollars at May 7, 2011. The Company has the intent and ability to hold these investments
until recovery of fair value or maturity, and does not deem the investments to be impaired on an
other than temporary basis. In evaluating whether the securities are deemed to be impaired on an
other than temporary basis, the Company considers factors such as the duration and severity of the
loss position, the credit worthiness of the investee, the term to maturity and the intent and
ability to hold the investments until maturity or until recovery of fair value.
Note E Derivative Financial Instruments
During the first quarter of fiscal 2011, the Company was party to three forward starting swaps.
These agreements were designated as cash flow hedges and were used to hedge the exposure to
variability in future cash flows resulting from changes in variable interest rates related to the
$500 million Senior Note debt issuance during the first quarter of fiscal 2011. The swaps had
notional amounts of $150 million, $150 million and $100 million with associated fixed rates of
3.15%, 3.13%, and 2.57%, respectively. The swaps were benchmarked based on the 3-month London
InterBank Offered Rate. These swaps expired in November 2010 and resulted in a loss of $7.4
million, net of tax, which has been deferred in accumulated other comprehensive loss and will be
reclassified to interest expense over the life of the underlying debt. The hedges remained highly
effective until they expired; therefore, no ineffectiveness was recognized in earnings.
At May 7, 2011, the Company had $7.6 million recorded in accumulated other comprehensive loss
related to net realized losses associated with terminated interest rate swap derivatives which were
designated as hedges. Net losses are amortized into interest expense over the remaining life of
the associated debt. During the thirty-six week period ended May 7, 2011, the Company reclassified
$858 thousand of net losses from accumulated other comprehensive loss to interest expense. In the
comparable prior year period, the Company reclassified $423 thousand of net gains from accumulated
other comprehensive loss to interest expense.
Note F Merchandise Inventories
Inventories are stated at the lower of cost or market using the last-in, first-out (LIFO) method
for domestic inventories and the first-in, first-out (FIFO) method for Mexico inventories.
Included in inventories are related purchasing, storage and handling costs. Due to price deflation
on the Companys merchandise purchases, the Companys domestic inventory balances are effectively
maintained under the FIFO method. The Companys policy is not to write up inventory in excess of
replacement cost. The cumulative balance of this unrecorded adjustment, which will be reduced upon
experiencing price inflation on the Companys merchandise purchases, was $255.1 million at
May 7, 2011, and $247.3 million at August 28, 2010.
8
Note G Pension and Savings Plans
The components of net periodic pension expense related to the Companys pension plans consisted of
the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Weeks Ended |
|
|
Thirty-Six Weeks Ended |
|
|
|
May 7, |
|
|
May 8, |
|
|
May 7, |
|
|
May 8, |
|
(in thousands) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest cost |
|
$ |
2,570 |
|
|
$ |
2,611 |
|
|
$ |
7,709 |
|
|
$ |
7,833 |
|
Expected return on plan assets |
|
|
(2,152 |
) |
|
|
(2,087 |
) |
|
|
(6,456 |
) |
|
|
(6,261 |
) |
Amortization of net loss |
|
|
2,170 |
|
|
|
1,877 |
|
|
|
6,511 |
|
|
|
5,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension expense |
|
$ |
2,588 |
|
|
$ |
2,401 |
|
|
$ |
7,764 |
|
|
$ |
7,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company makes contributions in amounts at least equal to the minimum funding requirements of
the Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act of
2006. During the thirty-six week period ended May 7, 2011, the Company made contributions to its
funded plan in the amount of $4.5 million. The Company expects to contribute approximately $1.3
million to the plan during the remainder of fiscal 2011; however, a change to the expected cash
funding may be impacted by a change in interest rates or a change in the actual or expected return
on plan assets.
Note H Financing
The Companys long-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
May 7, |
|
|
August 28, |
|
(in thousands) |
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
4.75% Senior Notes due November 2010, effective interest rate of 4.17% |
|
$ |
|
|
|
$ |
199,300 |
|
5.875% Senior Notes due October 2012, effective interest rate of 6.33% |
|
|
300,000 |
|
|
|
300,000 |
|
4.375% Senior Notes due June 2013, effective interest rate of 5.65% |
|
|
200,000 |
|
|
|
200,000 |
|
6.500% Senior Notes due January 2014, effective interest rate of 6.63% |
|
|
500,000 |
|
|
|
500,000 |
|
5.750% Senior Notes due January 2015, effective interest rate of 5.89% |
|
|
500,000 |
|
|
|
500,000 |
|
5.50% Senior Notes due November 2015, effective interest rate of 4.86% |
|
|
300,000 |
|
|
|
300,000 |
|
6.95% Senior Notes due June 2016, effective interest rate of 7.09% |
|
|
200,000 |
|
|
|
200,000 |
|
7.125% Senior Notes due August 2018, effective interest rate of 7.28% |
|
|
250,000 |
|
|
|
250,000 |
|
4.000% Senior Notes due November 2020, effective interest rate of 4.43% |
|
|
500,000 |
|
|
|
|
|
Commercial paper, weighted average interest rate of 0.35% and 0.41% at
May 7, 2011 and August 28, 2010, respectively |
|
|
421,100 |
|
|
|
433,000 |
|
|
|
|
|
|
|
|
|
|
$ |
3,171,100 |
|
|
$ |
2,882,300 |
|
|
|
|
|
|
|
|
As of May 7, 2011, the commercial paper borrowings mature in the next twelve months, but are
classified as long-term in the accompanying Condensed Consolidated Balance Sheets as the Company
has the ability and intent to refinance them on a long-term basis. Before considering the effect
of commercial paper borrowings, the Company had $796.0 million of availability under its $800
million revolving credit facility, expiring in July 2012, which would allow it to replace these
short-term obligations with long-term financing.
In addition to the long-term debt discussed above, as of May 7, 2011, the Company had $49.7 million
of short-term borrowings that are scheduled to mature in the next 12 months. The short-term
borrowings are unsecured, peso-denominated borrowings and accrued interest at 5.0% as of May 7,
2011.
On November 15, 2010, the Company issued $500 million in 4.000% Senior Notes due 2020 under the
Companys shelf registration statement filed with the SEC on July 29, 2008 (the Shelf
Registration). The Shelf Registration allows the Company to sell an indeterminate amount in debt
securities to fund general corporate purposes, including repaying, redeeming or repurchasing
outstanding debt and for working capital, capital expenditures, new store openings, stock
repurchases and acquisitions. The Company used the proceeds from the issuance of debt to repay the
principal due relating to the 4.75% Senior Notes that matured on November 15, 2010, to repay a
portion of the commercial paper borrowings and for general corporate purposes.
The fair value of the Companys debt was estimated at $3.454 billion as of May 7, 2011, and $3.182
billion as of August 28, 2010, based on the quoted market prices for the same or similar issues or
on the current rates available to the Company for debt of the same terms. Such fair value is
greater than the carrying value of debt by $232.9 million at May 7, 2011, and $273.5 million at
August 28, 2010.
Note I Stock Repurchase Program
From January 1, 1998 to May 7, 2011, the Company has repurchased a total of 125.8 million shares at
an aggregate cost of $9.7 billion, including 4,100,342 shares of its common stock at an aggregate
cost of $1.0 billion during the thirty-six week period ended May 7, 2011. On December 15, 2010,
the Board voted to increase the authorization by $500 million to raise the cumulative share
repurchase authorization from
$9.4 billion to $9.9 billion. Considering cumulative repurchases as of May 7, 2011, the Company
had $151.9 million remaining under the Boards authorization to repurchase its common stock.
9
On June 14, 2011, the Board voted to increase the authorization by $500 million to raise the
cumulative share repurchase authorization from $9.9 billion to $10.4 billion. Subsequent to May 7,
2011, the Company has repurchased 138,500 shares of its common stock
at an aggregate cost of $40.0
million.
During the thirty-six week period ended May 7, 2011, the Company retired 6.6 million shares of
treasury stock which had previously been repurchased under the Companys share repurchase program.
The retirement increased retained deficit by $1,247.7 million and decreased additional paid-in
capital by $82.2 million.
Note J Comprehensive Income
Comprehensive income includes foreign currency translation adjustments; the impact from certain
derivative financial instruments designated and effective as cash flow hedges, including changes in
fair value, as applicable; the reclassification of gains and/or losses from accumulated other
comprehensive loss to net income to offset the earnings impact of the underlying items being
hedged; pension liability adjustments and changes in the fair value of certain investments
classified as available-for-sale.
Comprehensive income consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Weeks Ended |
|
|
Thirty-Six Weeks Ended |
|
|
|
May 7, |
|
|
May 8, |
|
|
May 7, |
|
|
May 8, |
|
(in thousands) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
227,373 |
|
|
$ |
202,745 |
|
|
$ |
547,505 |
|
|
$ |
469,378 |
|
Foreign currency translation adjustments |
|
|
8,508 |
|
|
|
6,417 |
|
|
|
24,790 |
|
|
|
5,068 |
|
Net impact from derivative instruments |
|
|
405 |
|
|
|
(141 |
) |
|
|
(4,594 |
) |
|
|
(423 |
) |
Pension liability adjustments |
|
|
736 |
|
|
|
(309 |
) |
|
|
3,979 |
|
|
|
3,435 |
|
Unrealized gains (losses) from
marketable securities |
|
|
220 |
|
|
|
(154 |
) |
|
|
(181 |
) |
|
|
(55 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
237,242 |
|
|
$ |
208,558 |
|
|
$ |
571,499 |
|
|
$ |
477,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note K Litigation
AutoZone, Inc. is a defendant in a lawsuit entitled Coalition for a Level Playing Field,
L.L.C., et al., v. AutoZone, Inc. et al., filed in the U.S. District Court for the Southern
District of New York in October 2004. The case was filed by more than 200 plaintiffs, which are
principally automotive aftermarket warehouse distributors and jobbers, against a number of
defendants, including automotive aftermarket retailers and aftermarket automotive parts
manufacturers. In the amended complaint, the plaintiffs allege, inter alia, that some or all of
the automotive aftermarket retailer defendants have knowingly received, in violation of the
Robinson-Patman Act (the Act), from various of the manufacturer defendants benefits such as
volume discounts, rebates, early buy allowances and other allowances, fees, inventory without
payment, sham advertising and promotional payments, a share in the manufacturers profits, benefits
of pay-on-scan purchases, implementation of radio frequency identification technology, and
excessive payments for services purportedly performed for the manufacturers. Additionally, a subset
of plaintiffs alleges a claim of fraud against the automotive aftermarket retailer defendants based
on discovery issues in a prior litigation involving similar claims under the Act. In the prior
litigation, the discovery dispute, as well as the underlying claims, was decided in favor of
AutoZone and the other automotive aftermarket retailer defendants who proceeded to trial, pursuant
to a unanimous jury verdict which was affirmed by the Second Circuit Court of Appeals. In the
current litigation, plaintiffs seek an unspecified amount of damages (including statutory
trebling), attorneys fees, and a permanent injunction prohibiting the aftermarket retailer
defendants from inducing and/or knowingly receiving discriminatory prices from any of the
aftermarket manufacturer defendants and from opening up any further stores to compete with
plaintiffs as long as defendants allegedly continue to violate the Act.
In an order dated September 7, 2010, and issued on September 16, 2010, the court granted motions to
dismiss all claims against AutoZone and its co-defendant competitors and suppliers. Based on the
record in the prior litigation, the court dismissed with prejudice all overlapping claims that
is, those covering the same time periods covered by the prior litigation and brought by the
judgment plaintiffs in the prior litigation. The court also dismissed with prejudice the
plaintiffs attempt to revisit discovery disputes from the prior litigation. Further, with respect
to the other claims under the Act, the Court found that the factual statements contained in the
complaint fall short of what would be necessary to support a plausible inference of unlawful price
discrimination. Finally, the court held that the AutoZone pay-on-scan program is a difference in
non-price terms that are not governed by the Act. The court ordered the case closed, but also
stated that in an abundance of caution the Court [was] defer[ring] decision on whether to grant
leave to amend to allow plaintiff an opportunity to propose curative amendments. The plaintiffs
filed a motion for leave to amend their complaint and attached a proposed Third Amended and
Supplemental Complaint (the Third Amended Complaint) on behalf of four plaintiffs. The Third
Amended Complaint repeats and expands certain allegations from previous complaints, asserting two
claims under the Act, but states that all other plaintiffs have withdrawn their claims, and that,
inter alia, Chief Auto Parts, Inc. has been dismissed as a defendant. AutoZone and the
co-defendants have filed an opposition to the motion seeking leave to amend which is before the
court for decision.
10
The Company believes this suit to be without merit and is vigorously defending against it. The
Company is unable to estimate a loss or possible range of loss.
In 2004, the Company acquired a store site in Mount Ephraim, New Jersey that had previously been
the site of a gasoline service station and contained evidence of groundwater contamination. Upon
acquisition, the Company voluntarily reported the groundwater contamination issue to the New Jersey
Department of Environmental Protection and entered into a Voluntary Remediation Agreement providing
for the remediation of the contamination associated with the property. The Company has conducted
and paid for (at an immaterial cost to the Company) remediation of visible contamination on the
property and is investigating and will be addressing potential vapor intrusion impacts in
downgradient residences and businesses. Pursuant to the Voluntary Remediation Agreement, upon
completion of all remediation required by the agreement, the Company is eligible to be reimbursed
up to 75 percent of its remediation costs by the State of New Jersey. Although the aggregate
amount of additional costs that the Company may incur pursuant to the Voluntary Remediation
Agreement cannot currently be ascertained, the Company does not currently believe that fulfillment
of its obligations under the agreement will result in costs that are material to its financial
condition, results of operations or cash flow.
The Company is involved in various other legal proceedings incidental to the conduct of its
business, including several lawsuits containing class-action allegations in which the plaintiffs
are current and former hourly and salaried employees who allege various wage and hour violations
and unlawful termination practices. The Company does not currently believe that, in the aggregate,
these matters will result in liabilities material to the Companys financial condition, results of
operations, or cash flows.
Note L Segment Reporting
The Companys two operating segments (Domestic Auto Parts and Mexico) are aggregated as one
reportable segment: Auto Parts Stores. The criteria the Company used to identify the reportable
segment are primarily the nature of the products the Company sells and the operating results that
are regularly reviewed by the Companys chief operating decision maker to make decisions about the
resources to be allocated to the business units and to assess performance. The accounting policies
of the Companys reportable segment are the same as those described in Note A in its Annual Report
on Form 10-K for the year ended August 28, 2010.
The Auto Parts Stores segment is a retailer and distributor of automotive parts and accessories
through the Companys 4,728 stores in the United States, including Puerto Rico, and Mexico. Each
store carries an extensive product line for cars, sport utility vehicles, vans and light trucks,
including new and remanufactured automotive hard parts, maintenance items, accessories and
non-automotive products.
The Other category reflects business activities that are not separately reportable, including
ALLDATA, which produces, sells and maintains diagnostic and repair information software used in the
automotive repair industry, and E-commerce, which includes direct sales to customers through
www.autozone.com.
The Company evaluates its reportable segment primarily on the basis of net sales and segment
profit, which is defined as gross profit.
Segment results for the periods presented were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Weeks Ended |
|
|
Thirty-Six Weeks Ended |
|
|
|
May 7, |
|
|
May 8, |
|
|
May 7, |
|
|
May 8, |
|
(in thousands) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto Parts Stores |
|
$ |
1,939,094 |
|
|
$ |
1,787,069 |
|
|
$ |
5,318,031 |
|
|
$ |
4,816,288 |
|
Other |
|
|
39,275 |
|
|
|
34,921 |
|
|
|
112,946 |
|
|
|
101,171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,978,369 |
|
|
$ |
1,821,990 |
|
|
$ |
5,430,977 |
|
|
$ |
4,917,459 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto Parts Stores |
|
$ |
983,256 |
|
|
$ |
895,163 |
|
|
$ |
2,678,814 |
|
|
$ |
2,394,959 |
|
Other |
|
|
30,274 |
|
|
|
27,958 |
|
|
|
88,075 |
|
|
|
81,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
1,013,530 |
|
|
|
923,121 |
|
|
|
2,766,889 |
|
|
|
2,476,781 |
|
Operating, selling,
general and
administrative expenses |
|
|
(620,605 |
) |
|
|
(567,256 |
) |
|
|
(1,796,095 |
) |
|
|
(1,630,106 |
) |
Interest expense, net |
|
|
(39,916 |
) |
|
|
(36,833 |
) |
|
|
(116,745 |
) |
|
|
(109,483 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
353,009 |
|
|
$ |
319,032 |
|
|
$ |
854,049 |
|
|
$ |
737,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
AutoZone, Inc.
We have reviewed the condensed consolidated balance sheet of AutoZone, Inc. as of May 7, 2011, the
related condensed consolidated statements of income for the twelve and thirty-six week periods
ended May 7, 2011 and May 8, 2010, and the condensed consolidated statements of cash flows for the
thirty-six week periods ended May 7, 2011 and May 8, 2010. These financial statements are the
responsibility of the Companys management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight
Board (United States). A review of interim financial information consists principally of applying
analytical procedures and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the
condensed consolidated financial statements referred to above for them to be in conformity with
U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheet of AutoZone, Inc. as of August 28,
2010, and the related consolidated statements of income, stockholders (deficit) equity, and cash
flows for the year then ended, not presented herein, and, in our report dated October 25, 2010, we
expressed an unqualified opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet as of August 28,
2010 is fairly stated, in all material respects, in relation to the consolidated balance sheet from
which it has been derived.
Memphis, Tennessee
June 15, 2011
12
|
|
|
Item 2. |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations. |
Overview
We are the nations leading retailer and a leading distributor of automotive replacement parts and
accessories in the United States. We began operations in 1979 and at May 7, 2011, operated 4,467
stores in the United States, including Puerto Rico, and 261 in Mexico. Each of our stores carries
an extensive product line for cars, sport utility vehicles, vans and light trucks, including new
and remanufactured automotive hard parts, maintenance items, accessories and non-automotive
products. At May 7, 2011, in 2,555 of our domestic stores, we also have a commercial sales program
that provides commercial credit and prompt delivery of parts and other products to local, regional
and national repair garages, dealers, service stations and public sector accounts. We also sell
the ALLDATA brand automotive diagnostic and repair software through
www.alldata.com and
www.alldatadiy.com. Additionally, we sell automotive hard parts, maintenance items, accessories,
and non-automotive products through www.autozone.com, and our commercial customers can make
purchases through www.autozonepro.com. We do not derive revenue from automotive repair or
installation services.
Operating results for the twelve and thirty-six weeks ended May 7, 2011, are not necessarily
indicative of the results that may be expected for the fiscal year ending August 27, 2011. Each of
the first three quarters of our fiscal year consists of 12 weeks, and the fourth quarter consists
of 16 or 17 weeks. The fourth quarters for fiscal 2010 and fiscal 2011 each have 16 weeks. Our
business is somewhat seasonal in nature, with the highest sales generally occurring during the
months of February through September and the lowest sales generally occurring in the months of
December and January.
Executive Summary
Net sales were up 8.6% for the quarter, driven by domestic same store sales growth of 5.3%. We
experienced sales growth from both our retail and commercial customers. Earnings per share
increased 28.5% for the quarter.
Over the past several years, various factors have occurred within the economy that affect both our
consumer and our industry, including the impact of the recession, continued high unemployment and
other challenging economic conditions, which we believe have aided our sales growth during the
quarter. As consumers cash flows have decreased due to these factors, we believe consumers have
become more likely to keep their current vehicles longer and perform repair and maintenance in
order to keep those vehicles well maintained. Given the nature of these macroeconomic factors, we
cannot predict whether or for how long these trends will continue, nor can we predict to what
degree these trends will impact us in the future.
More recently, we feel other macroeconomic factors have adversely impacted both our consumer and
our industry. In the third quarter, unleaded gas prices increased by $0.83 per gallon to $3.97 per
gallon (on a national level). During the comparable prior year period, unleaded gas prices
increased only $0.30 per gallon to $2.91 per gallon. We believe the increase in gas prices is
reducing discretionary spending for all consumers, and, in particular, our customers. While prices
have declined since the end of our third quarter, given the unpredictability of gas prices, we
cannot predict whether gas prices will increase or decrease, nor can we predict how any future
changes in gas prices will impact our sales in future periods.
Our primary response to fluctuations in the demand for the products we sell are to adjust our
inventory levels, store staffing, and advertising messages. We continue to believe we are well
positioned to help our customers save money and meet their needs in a challenging macro
environment.
Historically, the two statistics that we believed had the closest correlation to our market growth
over the long-term were miles driven and the number of seven year old or older vehicles on the
road. Prior to the recent recession, we had seen a close correlation between our net sales and the
number of miles driven; however, recently we have seen minimal correlation in sales performance
with miles driven. Sales have grown at an increased rate, while miles driven has either decreased
or grown at a slower rate than what we have historically experienced. During this period of
minimal correlation between net sales and miles driven, we believe net sales have been positively
impacted by other factors, including the number of seven year old or older vehicles on the road.
Since the beginning of fiscal year 2010 and through March 2011 (latest publicly available
information), miles driven remained relatively flat as compared to the corresponding prior year
period, and the average age of the U.S. light vehicle fleet continues to trend in our industrys
favor. We believe that annual miles driven will return to a low single digit growth rate over time
and that the number of seven year old or older vehicles will continue to increase; however, we are
unable to predict the impact, if any, these indicators will have on future results.
In the third quarter, failure and maintenance related categories continued to represent the largest
portion of our sales mix, at approximately 83% of total sales, with failure related categories
continuing to be our strongest performers. While we have not experienced any fundamental shifts in
our category sales mix over recent periods, we did experience a slight decline in sales of
maintenance and discretionary categories. We believe maintenance and discretionary related products
were impacted by higher gas prices as well as cooler and wetter weather patterns in certain
markets. We remain focused on refining and expanding our product assortment to ensure we have the
best merchandise at the right price in each of our categories.
13
Twelve Weeks Ended May 7, 2011,
Compared with Twelve Weeks Ended May 8, 2010
Net sales for the twelve weeks ended May 7, 2011, increased $156.4 million to $1.978 billion, or
8.6%, over net sales of $1.822 billion for the comparable prior year period. Total auto parts
sales increased by 8.5%, primarily driven by a domestic same store sales (sales for stores open at
least one year) increase of 5.3% and net sales of $51.7 million from new stores. The domestic same
store sales increase was driven by higher transaction value, and, to a lesser extent, increased
transaction count trends.
Gross profit for the twelve weeks ended May 7, 2011, was $1.014 billion, or 51.2% of net sales,
compared with $923.1 million, or 50.7% of net sales, during the comparable prior year period. The
improvement in gross margin was attributable to lower shrink expense (35 basis points) and higher
merchandise margins (23 basis points). The increased merchandise margins continued to benefit this
quarter from increased penetration of Duralast product sales.
Operating, selling, general and administrative expenses for the twelve weeks ended May 7, 2011,
were $620.6 million, or 31.4% of net sales, compared with $567.3 million, or 31.1% of net sales,
during the comparable prior year period. The increase in operating expenses, as a percentage of
sales, was primarily the result of increased investments in our hub store initiative (18 basis
points) and higher fuel costs related to delivering products to commercial customers (8 basis
points).
Net interest expense for the twelve weeks ended May 7, 2011, was $39.9 million compared with $36.8
million during the comparable prior year period. This increase was primarily due to the increase
in debt over the comparable prior year period, offset by a slight decrease in borrowing rates.
Average borrowings for the twelve weeks ended May 7, 2011, were $3.219 billion, compared with
$2.743 billion for the comparable prior year period. Weighted average borrowing rates were 5.0%
for the twelve weeks ended May 7, 2011, and 5.3% for the twelve weeks ended May 8, 2010.
Our effective income tax rate was 35.6% of pretax income for the twelve weeks ended May 7, 2011,
and 36.4% for the comparable prior year period.
Net income for the twelve week period ended May 7, 2011, increased by $24.6 million to $227.4
million, and diluted earnings per share increased by 28.5% to $5.29 from $4.12 in the comparable
prior year period. The impact on current quarter diluted earnings per share from stock repurchases
since the end of the comparable prior year period was an increase of $0.66.
Thirty-Six Weeks Ended May 7, 2011,
Compared with Thirty-Six Weeks Ended May 8, 2010
Net sales for the thirty-six weeks ended May 7, 2011, increased $513.5 million to $5.431 billion,
or 10.4% over net sales of $4.917 billion for the comparable prior year period. Total auto parts
sales increased by 10.4%, primarily driven by an increase in domestic comparable store sales of
7.2% and net sales of $145.2 million from new stores. The domestic same store sales increase was
driven by higher transaction value and, to a lesser extent, higher transaction count trends.
Gross profit for the thirty-six weeks ended May 7, 2011, was $2.767 billion, or 50.9% of net sales,
compared with $2.477 billion, or 50.4% of net sales, during the comparable prior year period. The
improvement in gross margin was primarily attributable to higher merchandise margins (31 basis
points) and lower shrink expense (24 basis points). The increased merchandise margins were largely
due to increased penetration of Duralast product offerings.
Operating, selling, general and administrative expenses for the thirty-six weeks ended May 7, 2011,
were $1.796 billion, or 33.1% of net sales, compared with $1.630 billion, or 33.1% of net sales,
during the comparable prior year period. The slight decrease in operating expenses, as a percent
of sales, was primarily the result of leverage on store operating expenses due to higher sales
volumes, partially offset by increased incentive compensation costs (21 basis points) and increased
investments in our hub store initiative (20 basis points).
Net interest expense for the thirty-six weeks ended May 7, 2011, was $116.7 million compared with
$109.5 million during the comparable prior year period. This increase was primarily due to higher
average borrowing levels, partially offset by a decline in borrowing rates. Average borrowings for
the thirty-six weeks ended May 7, 2011, were $3.075 billion, compared with $2.757 billion for the
comparable prior year period. Weighted average borrowing rates were 5.1% for the thirty-six weeks
ended May 7, 2011, and 5.3% for the thirty-six weeks ended May 8, 2010.
Our effective income tax rate was 35.9% of pretax income for the thirty-six weeks ended May 7,
2011, and 36.3% for the comparable prior year period.
Net income for the thirty-six week period ended May 7, 2011, increased by $78.1 million to $547.5
million, and diluted earnings per share increased by 31.8% to $12.35 from $9.37 in the comparable
prior year period. The impact on year to date diluted earnings per share from stock repurchases
since the end of the comparable prior year period was an increase of $1.18.
14
Liquidity and Capital Resources
The primary source of our liquidity is our cash flows realized through the sale of automotive
parts, products and accessories. For the thirty-six weeks ended May 7, 2011, our net cash flows
from operating activities provided $896.9 million as compared with $741.0 million provided during
the comparable prior year period. The increase is primarily due to higher net income of $78.1
million and improvements in accounts payable as our cash flows from operating activities continue
to benefit from our inventory purchases being financed by our vendors, offset by inventory
purchases. Our accounts payable to inventory ratio was approximately 109% at May 7, 2011, and
approximately 98% at May 8, 2010.
Our net cash flows from investing activities for the thirty-six weeks ended May 7, 2011, used
$200.9 million as compared with $176.8 million used in the comparable prior year period. Capital
expenditures for the thirty-six weeks ended May 7, 2011, were $200.6 million compared to $180.1
million for the comparable prior year period. During this thirty-six week period, we opened 101
net new stores. In the comparable prior year period, we opened 104 net new stores. Investing cash
flows were also impacted by our wholly owned insurance captive, which purchased $34.7 million and
sold $32.1 million in marketable securities during the thirty-six weeks ended May 7, 2011. During
the comparable prior year period, the captive purchased $31.4 million in marketable securities and
sold $28.3 million in marketable securities. Capital asset disposals provided $2.3 million during
the thirty-six week period ended May 7, 2011, and $6.5 million in the comparable prior year period.
Our net cash flows from financing activities for the thirty-six weeks ended May 7, 2011, used
$694.7 million compared to $561.5 million used in the comparable prior year period. Proceeds from
the issuance of debt were $500.0 million for the current thirty-six week period ended May 7, 2011.
Those proceeds were used for the repayment of debt of $199.3 million, the repayment of a portion of
our commercial paper borrowings, and general corporate purposes. For the thirty-six weeks ended
May 7, 2011, net proceeds from borrowings of commercial paper and short-term borrowings were $7.8
million as compared to net repayments of $28.4 million in the comparable prior year period. Stock
repurchases were $1.033 billion in the current thirty-six week period as compared with $558.3
million in the comparable prior year period. For the thirty-six weeks ended May 7, 2011, proceeds
from the sale of common stock and exercises of stock options provided $64.2 million, including
$22.0 million in related tax benefits. In the comparable prior year period, proceeds from the sale
of common stock and exercises of stock options provided $39.0 million, including $10.2 million in
related tax benefits.
We expect to invest in our business at increased rates during fiscal 2011, with our investments
being directed primarily to our new-store development program, our hub store initiative, and
enhancements to existing stores and infrastructure. The amount of our investments in our new-store
program are impacted by different factors, including such factors as whether the building and land
are purchased (requiring higher investment) or leased (generally lower investment), located in the
United States or Mexico, or located in urban or rural areas. During fiscal 2010 and fiscal 2009,
our capital expenditures increased by approximately 16% and 12%, respectively, as compared to the
prior year, and we expect our capital expenditures for fiscal 2011 to
increase by 10% to 15% as
compared to fiscal 2010. Our mix of store openings has moved away from build-to-suit leases (lower
initial capital investment) to ground leases and land purchases (higher initial capital
investment), resulting in increased capital expenditures during recent years, and we expect this
trend to continue during the remainder of the fiscal year ending August 27, 2011.
In addition to the building and land costs, our new-store development program requires working
capital, predominantly for inventories. Historically, we have negotiated extended payment terms
from suppliers, reducing the working capital required and resulting in a high accounts payable to
inventory ratio. We plan to continue leveraging our inventory purchases; however, our ability to
do so may be limited by our vendors capacity to factor their receivables from us. Certain vendors
participate in financing arrangements with financial institutions whereby they factor their
receivables from us, allowing them to receive payment on our invoices at a discounted rate.
Depending on the timing and magnitude of our future investments (either in the form of leased or
purchased properties or acquisitions), we anticipate that we will rely primarily on internally
generated funds and available borrowing capacity to support a majority of our capital expenditures,
working capital requirements and stock repurchases. The balance may be funded through new
borrowings. We anticipate that we will be able to obtain such financing in view of our current
credit ratings and favorable experiences in the debt markets in the past.
For the trailing four quarters ended May 7, 2011, our after-tax return on invested capital (ROIC)
was 30.2% as compared to 26.5% for the comparable prior year period. ROIC is calculated as
after-tax operating profit (excluding rent charges) divided by average invested capital (which
includes a factor to capitalize operating leases). ROIC increased primarily due to increased
after-tax operating profit. We use ROIC to evaluate whether we are effectively using our capital
resources and believe it is an important indicator of our overall operating performance.
Debt Facilities
We maintain an $800 million revolving credit facility with a group of banks to primarily support
commercial paper borrowings, letters of credit and other short-term unsecured bank loans. The
credit facility may be increased to $1.0 billion at our election and subject to bank credit
capacity and approval, may include up to $200 million in letters of credit, and may include up to
$100 million in capital leases each fiscal year. As the available balance is reduced by commercial
paper borrowings and certain outstanding letters of credit, we had $346.6 million in available
capacity under this facility at May 7, 2011. Under the revolving credit facility, we may borrow
funds consisting of Eurodollar loans or base rate loans. Interest accrues on Eurodollar loans at a
defined Eurodollar rate, defined as the London InterBank Offered Rate (LIBOR) plus the applicable
percentage, which could range from 150 basis points to 450 basis points, depending upon our senior
unsecured (non-credit enhanced) long-term debt rating. Interest accrues on base rate loans at the
prime rate. We also have the option to borrow funds under the terms of a swingline loan
subfacility. The revolving credit facility expires in July 2012.
15
We also maintain a letter of credit facility that allows us to request the participating bank to
issue letters of credit on our behalf up to an aggregate amount of $100 million. The letter of
credit facility is in addition to the letters of credit that may be issued under the revolving
credit facility. As of May 7, 2011, we have $92.3 million in letters of credit outstanding under
the letter of credit facility, which expires in June 2013.
On November 15, 2010, we issued $500 million in 4.000% Senior Notes due 2020 under our shelf
registration statement filed with the Securities and Exchange Commission on July 29, 2008 (the
Shelf Registration). The Shelf Registration allows us to sell an indeterminate amount in debt
securities to fund general corporate purposes, including repaying, redeeming or repurchasing
outstanding debt and for working capital, capital expenditures, new store openings, stock
repurchases and acquisitions. During the quarter ended November 20, 2010, we used the proceeds
from the issuance of debt to repay the principal due relating to the 4.75% Senior Notes that
matured on November 15, 2010, to repay a portion of the commercial paper borrowings and for general
corporate purposes.
The 6.500% and 7.125% Senior Notes issued during August 2008, and the 5.750% Senior Notes issued in
July 2009, are subject to an interest rate adjustment if the debt ratings assigned to the notes are
downgraded. These notes, along with the 4.000% Senior Notes issued in November 2010, also contain
a provision that repayment of the notes may be accelerated if AutoZone experiences a change in
control (as defined in the agreements). Our borrowings under our other senior notes contain
minimal covenants, primarily restrictions on liens. Under our other borrowing arrangements,
covenants include limitations on total indebtedness, restrictions on liens, a minimum fixed charge
coverage ratio and a change of control provision that may require acceleration of the repayment
obligations under certain circumstances. All of the repayment obligations under our borrowing
arrangements may be accelerated and come due prior to the scheduled payment date if covenants are
breached or an event of default occurs. As of May 7, 2011, we were in compliance with all
covenants and expect to remain in compliance with all covenants.
Our adjusted debt to earnings before interest, taxes, depreciation, amortization, rent and
share-based expense (EBITDAR) ratio was 2.4:1 as of May 7, 2011, and was 2.4:1 as of May 8, 2010.
We calculate adjusted debt as the sum of total debt, capital lease obligations and rent times six;
and we calculate EBITDAR by adding interest, taxes, depreciation, amortization, rent and
share-based expenses to net income. Adjusted debt to EBITDAR is calculated on a trailing four
quarter basis. We target our debt levels to a ratio of adjusted debt to EBITDAR in order to
maintain our investment grade credit ratings. We believe this is important information for the
management of our debt levels.
Stock Repurchases
From January 1, 1998 to May 7, 2011, we have repurchased a total of 125.8 million shares at an
aggregate cost of $9.7 billion, including 4,100,342 shares of our common stock at an aggregate cost
of $1.0 billion during the thirty-six week period ended May 7, 2011. On December 15, 2010, the
Board of Directors (the Board) voted to increase the authorization by $500 million to raise the
cumulative share repurchase authorization from $9.4 billion to $9.9 billion. Considering
cumulative repurchases as of May 7, 2011, we have $151.9 million remaining under the Boards
authorization to repurchase our common stock.
On June 14, 2011, the Board voted to increase the authorization by $500 million to raise the
cumulative share repurchase authorization from $9.9 billion to $10.4 billion. Subsequent to May 7,
2011, we have repurchased 138,500 shares of our common stock at an
aggregate cost of $40.0
million.
Off-Balance Sheet Arrangements
Since our fiscal year end, we have cancelled, issued and modified stand-by letters of credit that
are primarily renewed on an annual basis to cover deductible payments to our casualty insurance
carriers. Our total stand-by letters of credit commitment at May 7, 2011, was $96.6 million
compared with $107.6 million at August 28, 2010, and our total surety bonds commitment at May 7,
2011, was $27.9 million compared with $23.7 million at August 28, 2010.
Financial Commitments
Except for the previously discussed debt issuance and retirement, as of May 7, 2011, there were no
significant changes to our contractual obligations as described in our Annual Report on Form 10-K
for the year ended August 28, 2010.
Reconciliation of Non-GAAP Financial Measures
Managements Discussion and Analysis of Financial Condition and Results of Operations include
certain financial measures not derived in accordance with U.S. generally accepted accounting
principles (GAAP). These non-GAAP financial measures provide additional information for
determining our optimum capital structure and are used to assist management in evaluating
performance and in making appropriate business decisions to maximize stockholders value.
16
Non-GAAP financial measures should not be used as a substitute for GAAP financial measures, or
considered in isolation, for the purpose of analyzing our operating performance, financial position
or cash flows. However, we have presented the non-GAAP financial measures, as we believe they
provide additional information that is useful to investors. Furthermore, our management and the
Compensation Committee of the Board use the abovementioned non-GAAP financial measures to analyze
and compare our underlying operating results and to determine payments of performance-based
compensation. We have included a reconciliation of this information to the most comparable GAAP
measures in the following reconciliation tables.
Reconciliation of Non-GAAP Financial Measure: After-Tax Return on Invested Capital ROIC
The following tables reconcile the percentages of ROIC for the trailing four quarters ended May 7,
2011 and May 8, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A |
|
|
B |
|
|
A-B=C |
|
|
D |
|
|
C+D |
|
|
|
Fiscal Year |
|
|
Thirty-Six |
|
|
Sixteen |
|
|
Thirty-Six |
|
|
Trailing Four |
|
|
|
Ended |
|
|
Weeks Ended |
|
|
Weeks Ended |
|
|
Weeks Ended |
|
|
Quarters Ended |
|
(in thousands, except percentage) |
|
August 28, 2010 |
|
|
May 8, 2010 |
|
|
August 28, 2010 |
|
|
May 7, 2011 |
|
|
May 7, 2011 |
|
Net income |
|
$ |
738,311 |
|
|
$ |
469,378 |
|
|
$ |
268,933 |
|
|
$ |
547,505 |
|
|
$ |
816,438 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
158,909 |
|
|
|
109,483 |
|
|
|
49,426 |
|
|
|
116,745 |
|
|
|
166,171 |
|
Rent expense |
|
|
195,632 |
|
|
|
133,560 |
|
|
|
62,072 |
|
|
|
147,252 |
|
|
|
209,324 |
|
Tax effect(1) |
|
|
(127,989 |
) |
|
|
(87,739 |
) |
|
|
(40,250 |
) |
|
|
(95,303 |
) |
|
|
(135,553 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After-tax return |
|
$ |
964,863 |
|
|
$ |
624,682 |
|
|
$ |
340,181 |
|
|
$ |
716,199 |
|
|
$ |
1,056,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average debt(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,991,244 |
|
Average deficit(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(835,167 |
) |
Rent x 6(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,255,944 |
|
Average capital lease obligations(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax invested capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,492,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROIC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A |
|
|
B |
|
|
A-B=C |
|
|
D |
|
|
C+D |
|
|
|
Fiscal Year |
|
|
Thirty-Six |
|
|
Sixteen |
|
|
Thirty-Six |
|
|
Trailing Four |
|
|
|
Ended |
|
|
Weeks Ended |
|
|
Weeks Ended |
|
|
Weeks Ended |
|
|
Quarters Ended |
|
(in thousands, except percentage) |
|
August 29, 2009 |
|
|
May 9, 2009 |
|
|
August 29, 2009 |
|
|
May 8, 2010 |
|
|
May 8, 2010 |
|
Net income |
|
$ |
657,049 |
|
|
$ |
420,923 |
|
|
$ |
236,126 |
|
|
$ |
469,378 |
|
|
$ |
705,504 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
142,316 |
|
|
|
94,554 |
|
|
|
47,762 |
|
|
|
109,483 |
|
|
|
157,245 |
|
Rent expense |
|
|
181,308 |
|
|
|
123,252 |
|
|
|
58,056 |
|
|
|
133,560 |
|
|
|
191,616 |
|
Tax effect(1) |
|
|
(117,929 |
) |
|
|
(79,549 |
) |
|
|
(38,380 |
) |
|
|
(88,151 |
) |
|
|
(126,531 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After-tax return |
|
$ |
862,744 |
|
|
$ |
559,180 |
|
|
$ |
303,564 |
|
|
$ |
624,270 |
|
|
$ |
927,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average debt(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,669,100 |
|
Average deficit(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(369,156 |
) |
Rent x 6(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,149,696 |
|
Average capital lease obligations(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax invested capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,505,649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROIC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The effective tax rate over the trailing four quarters ended May 7, 2011 and May 8, 2010 is
36.1% and 36.3%, respectively. |
|
(2) |
|
Average debt is equal to the average of our debt measured as of the previous five quarters. |
|
(3) |
|
Average equity is equal to the average of our stockholders deficit measured as of the previous five quarters. |
|
(4) |
|
Rent is multiplied by a factor of six to capitalize operating leases in the determination of pre-tax invested capital. |
|
(5) |
|
Average capital lease obligations are equal to the average of our capital lease obligations measured as of the previous five quarters. |
17
Reconciliation of Non-GAAP Financial Measure: Adjusted Debt to Earnings before Interest, Taxes,
Depreciation, Rent and Share-Based Expense EBITDAR
The following tables reconcile the ratio of adjusted debt to EBITDAR for the trailing four quarters
ended May 7, 2011 and May 8, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A |
|
|
B |
|
|
A-B=C |
|
|
D |
|
|
C+D |
|
|
|
Fiscal Year |
|
|
Thirty-Six |
|
|
Sixteen |
|
|
Thirty-Six |
|
|
Trailing Four |
|
|
|
Ended |
|
|
Weeks Ended |
|
|
Weeks Ended |
|
|
Weeks Ended |
|
|
Quarters Ended |
|
(in thousands, except ratio) |
|
August 28, 2010 |
|
|
May 8, 2010 |
|
|
August 28, 2010 |
|
|
May 7, 2011 |
|
|
May 7, 2011 |
|
Net income |
|
$ |
738,311 |
|
|
$ |
469,378 |
|
|
$ |
268,933 |
|
|
$ |
547,505 |
|
|
$ |
816,438 |
|
Add: Interest expense |
|
|
158,909 |
|
|
|
109,483 |
|
|
|
49,426 |
|
|
|
116,745 |
|
|
|
166,171 |
|
Income tax expense |
|
|
422,194 |
|
|
|
267,814 |
|
|
|
154,380 |
|
|
|
306,544 |
|
|
|
460,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT |
|
|
1,319,414 |
|
|
|
846,675 |
|
|
|
472,739 |
|
|
|
970,794 |
|
|
|
1,443,533 |
|
Add: Depreciation expense |
|
|
192,084 |
|
|
|
129,918 |
|
|
|
62,166 |
|
|
|
133,347 |
|
|
|
195,513 |
|
Rent expense |
|
|
195,632 |
|
|
|
133,560 |
|
|
|
62,072 |
|
|
|
147,252 |
|
|
|
209,324 |
|
Share-based expense |
|
|
19,120 |
|
|
|
13,215 |
|
|
|
5,905 |
|
|
|
18,482 |
|
|
|
24,387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAR |
|
$ |
1,726,250 |
|
|
$ |
1,123,368 |
|
|
$ |
602,882 |
|
|
$ |
1,269,875 |
|
|
$ |
1,872,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,220,786 |
|
Capital lease obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,027 |
|
Add: Rent x 6(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,255,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,559,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted debt / EDITDAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A |
|
|
B |
|
|
A-B=C |
|
|
D |
|
|
C+D |
|
|
|
Fiscal Year |
|
|
Thirty-Six |
|
|
Sixteen |
|
|
Thirty-Six |
|
|
Trailing Four |
|
|
|
Ended |
|
|
Weeks Ended |
|
|
Weeks Ended |
|
|
Weeks Ended |
|
|
Quarters Ended |
|
(in thousands, except ratio) |
|
August 29, 2009 |
|
|
May 9, 2009 |
|
|
August 29, 2009 |
|
|
May 8, 2010 |
|
|
May 8, 2010 |
|
Net income |
|
$ |
657,049 |
|
|
$ |
420,923 |
|
|
$ |
236,126 |
|
|
$ |
469,378 |
|
|
$ |
705,504 |
|
Add: Interest expense |
|
|
142,316 |
|
|
|
94,554 |
|
|
|
47,762 |
|
|
|
109,483 |
|
|
|
157,245 |
|
Income tax expense |
|
|
376,697 |
|
|
|
242,989 |
|
|
|
133,708 |
|
|
|
267,814 |
|
|
|
401,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT |
|
|
1,176,062 |
|
|
|
758,466 |
|
|
|
417,596 |
|
|
|
846,675 |
|
|
|
1,264,271 |
|
Add: Depreciation expense |
|
|
180,433 |
|
|
|
123,273 |
|
|
|
57,160 |
|
|
|
129,918 |
|
|
|
187,078 |
|
Rent expense |
|
|
181,308 |
|
|
|
123,252 |
|
|
|
58,056 |
|
|
|
133,560 |
|
|
|
191,616 |
|
Share-based expense |
|
|
19,135 |
|
|
|
13,492 |
|
|
|
5,643 |
|
|
|
13,215 |
|
|
|
18,858 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAR |
|
$ |
1,556,938 |
|
|
$ |
1,018,483 |
|
|
$ |
538,455 |
|
|
$ |
1,123,368 |
|
|
$ |
1,661,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,698,500 |
|
Capital lease obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,337 |
|
Add: Rent x 6(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,149,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,911,533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted debt / EDITDAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Rent is multiplied by a factor of six to capitalize operating leases in the determination of
adjusted debt. |
18
Critical Accounting Policies
Preparation of our consolidated financial statements requires us to make estimates and assumptions
affecting the reported amounts of assets and liabilities at the date of the financial statements,
reported amounts of revenues and expenses during the reporting period and related disclosures of
contingent liabilities. Our policies are evaluated on an ongoing basis, and our significant
judgments and estimates are drawn from historical experience and other assumptions that we believe
to be reasonable under the circumstances. Actual results could differ under different assumptions
or conditions.
Our critical accounting policies are described in Managements Discussion and Analysis of Financial
Condition and Results of Operations in our Annual Report on Form 10-K for the year ended August 28,
2010. Our critical accounting policies have not changed since the filing of our Annual Report on
Form 10-K for the year ended August 28, 2010.
Forward-Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q are forward-looking statements.
Forward-looking statements typically use words such as believe, anticipate, should, intend,
plan, will, expect, estimate, project, positioned, strategy and similar expressions.
These are based on assumptions and assessments made by our management in light of experience and
perception of historical trends, current conditions, expected future developments and other factors
that we believe to be appropriate. These forward-looking statements are subject to a number of
risks and uncertainties, including without limitation: credit market conditions; the impact of
recessionary conditions; competition; product demand; the ability to hire and retain qualified
employees; consumer debt levels; inflation; weather; raw material costs of our suppliers; energy
prices; war and the prospect of war, including terrorist activity; construction delays; access to
available and feasible financing; and changes in laws or regulations. Certain of these risks are
discussed in more detail in the Risk Factors section contained in Item 1A under Part 1 of our
Annual Report on Form 10-K for the year ended August 28, 2010, and these Risk Factors should be
read carefully. Forward-looking statements are not guarantees of future performance and actual
results, developments and business decisions may differ from those contemplated by such
forward-looking statements, and events described above and in the Risk Factors could materially
and adversely affect our business. Forward-looking statements speak only as of the date made.
Except as required by applicable law, we undertake no obligation to update publicly any
forward-looking statements, whether as a result of new information, future events or otherwise.
Actual results may materially differ from anticipated results.
|
|
|
Item 3. |
|
Quantitative and Qualitative Disclosures About Market Risk. |
At May 7, 2011, there have been no material changes to our instruments and positions that are
sensitive to market risk since the disclosures in our Annual Report on Form 10-K for the year ended
August 28, 2010, except as described below.
The fair value of our debt was estimated at $3.454 billion as of May 7, 2011, and $3.182 billion as
of August 28, 2010, based on the quoted market prices for the same or similar debt issues or on the
current rates available to AutoZone for debt of the same terms. Such fair value is greater than
the carrying value of debt by $232.9 million at May 7, 2011 and $273.5 million at August 28, 2010.
We had $470.8 million of variable rate debt outstanding at May 7, 2011, and $459.2 million of
variable rate debt outstanding at August 28, 2010. At these borrowing levels for variable rate
debt, a one percentage point increase in interest rates would have had an unfavorable annual impact
on our pre-tax earnings and cash flows of $4.7 million in fiscal 2011. The primary interest rate
exposure on variable rate debt is based on LIBOR. We had outstanding fixed rate debt of $2.750
billion at May 7, 2011, and $2.449 billion at August 28, 2010. A one percentage point increase in
interest rates would reduce the fair value of our fixed rate debt by $115.2 million at May 7, 2011.
|
|
|
Item 4. |
|
Controls and Procedures. |
As of May 7, 2011, an evaluation was performed under the supervision and with the participation of
our management, including the Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended. Based on that evaluation, our
management, including the Chief Executive Officer and Chief Financial Officer, concluded that our
disclosure controls and procedures were effective as of May 7, 2011. During or subsequent to the
quarter ended May 7, 2011, there were no changes in our internal controls that have materially
affected or are reasonably likely to materially affect, internal controls over financial reporting.
|
|
|
Item 4T. |
|
Controls and Procedures. |
Not applicable.
19
PART II. OTHER INFORMATION
|
|
|
Item 1. |
|
Legal Proceedings. |
We are a defendant in a lawsuit entitled Coalition for a Level Playing Field, L.L.C., et al., v.
AutoZone, Inc. et al., filed in the U.S. District Court for the Southern District of New York in
October 2004. The case was filed by more than 200 plaintiffs, which are principally automotive
aftermarket warehouse distributors and jobbers, against a number of defendants, including
automotive aftermarket retailers and aftermarket automotive parts manufacturers. In the amended
complaint, the plaintiffs allege, inter alia, that some or all of the automotive aftermarket
retailer defendants have knowingly received, in violation of the Robinson-Patman Act (the Act),
from various of the manufacturer defendants benefits such as volume discounts, rebates, early buy
allowances and other allowances, fees, inventory without payment, sham advertising and promotional
payments, a share in the manufacturers profits, benefits of pay-on-scan purchases, implementation
of radio frequency identification technology, and excessive payments for services purportedly
performed for the manufacturers. Additionally, a subset of plaintiffs alleges a claim of fraud
against the automotive aftermarket retailer defendants based on discovery issues in a prior
litigation involving similar claims under the Act. In the prior litigation, the discovery dispute,
as well as the underlying claims, was decided in favor of AutoZone and the other automotive
aftermarket retailer defendants who proceeded to trial, pursuant to a unanimous jury verdict which
was affirmed by the Second Circuit Court of Appeals. In the current litigation, the plaintiffs seek
an unspecified amount of damages (including statutory trebling), attorneys fees, and a permanent
injunction prohibiting the aftermarket retailer defendants from inducing and/or knowingly receiving
discriminatory prices from any of the aftermarket manufacturer defendants and from opening up any
further stores to compete with the plaintiffs as long as the defendants allegedly continue to
violate the Act.
In an order dated September 7, 2010, and issued on September 16, 2010, the court granted motions to
dismiss all claims against AutoZone and its co-defendant competitors and suppliers. Based on the
record in the prior litigation, the court dismissed with prejudice all overlapping claims that
is, those covering the same time periods covered by the prior litigation and brought by the
judgment plaintiffs in the prior litigation. The court also dismissed with prejudice the
plaintiffs attempt to revisit discovery disputes from the prior litigation. Further, with respect
to the other claims under the Act, the court found that the factual statements contained in the
complaint fall short of what would be necessary to support a plausible inference of unlawful price
discrimination. Finally, the court held that the AutoZone pay-on-scan program is a difference in
non-price terms that are not governed by the Act. The court ordered the case closed, but also
stated that in an abundance of caution the Court [was] defer[ring] decision on whether to grant
leave to amend to allow plaintiff an opportunity to propose curative amendments. The Plaintiffs
filed a motion for leave to amend their complaint and attached a proposed Third Amended and
Supplemental Complaint (the Third Amended Complaint) on behalf of four plaintiffs. The Third
Amended Complaint repeats and expands certain allegations from previous complaints, asserting two
claims under the Act, but states that all other plaintiffs have withdrawn their claims, and that,
inter alia, Chief Auto Parts, Inc. has been dismissed as a defendant. AutoZone and the
co-defendants have filed an opposition to the motion seeking leave to amend which is before the
court for decision.
We believe this suit to be without merit and are vigorously defending against it. We are unable to
estimate a loss or possible range of loss.
In 2004, we acquired a store site in Mount Ephraim, New Jersey that had previously been the site of
a gasoline service station and contained evidence of groundwater contamination. Upon acquisition,
we voluntarily reported the groundwater contamination issue to the New Jersey Department of
Environmental Protection and entered into a Voluntary Remediation Agreement providing for the
remediation of the contamination associated with the property. We have conducted and paid for (at
an immaterial cost to us) remediation of visible contamination on the property and are
investigating and will be addressing potential vapor intrusion impacts in downgradient residences
and businesses. Pursuant to the Voluntary Remediation Agreement, upon our completion of all
remediation required by the agreement, we are eligible to be reimbursed up to 75 percent of our
remediation costs by the State of New Jersey. Although the aggregate amount of additional costs
that we may incur pursuant to the Voluntary Remediation Agreement cannot currently be ascertained,
we do not currently believe that fulfillment of our obligations under the agreement will result in
costs that are material to our financial condition, results of operations or cash flow.
We are involved in various other legal proceedings incidental to the conduct of our business,
including several lawsuits containing class-action allegations in which the plaintiffs are current
and former hourly and salaried employees who allege various wage and hour violations and unlawful
termination practices. We do not currently believe that, in the aggregate, these matters will
result in liabilities material to our financial condition, results of operations, or cash flows.
As of the date of this filing, there have been no material changes in our risk factors from those
disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended August
28, 2010.
20
|
|
|
Item 2. |
|
Unregistered Sales of Equity Securities and Use of Proceeds. |
Shares of common stock repurchased by the Company during the quarter ended May 7, 2011, were as
follows:
Issuer Repurchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Maximum Dollar |
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased as |
|
|
Value that May Yet |
|
|
|
Total Number |
|
|
Average |
|
|
Part of Publicly |
|
|
Be Purchased Under |
|
|
|
of Shares |
|
|
Price Paid |
|
|
Announced Plans or |
|
|
the Plans or |
|
Period |
|
Purchased |
|
|
per Share |
|
|
Programs |
|
|
Programs |
|
February 13, 2011 to March 12, 2011 |
|
|
409,119 |
|
|
$ |
258.51 |
|
|
|
409,119 |
|
|
$ |
385,618,052 |
|
March 13, 2011 to April 9, 2011 |
|
|
563,600 |
|
|
|
268.27 |
|
|
|
563,600 |
|
|
|
234,420,510 |
|
April 10, 2011 to May 7, 2011 |
|
|
296,323 |
|
|
|
278.34 |
|
|
|
296,323 |
|
|
|
151,940,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,269,042 |
|
|
$ |
267.48 |
|
|
|
1,269,042 |
|
|
$ |
151,940,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During 1998, the Company announced a program permitting the Company to repurchase a portion of its
outstanding shares not to exceed a dollar maximum established by the Companys Board of Directors.
The program was most recently amended on June 14, 2011, to increase the repurchase authorization to
$10.4 billion from $9.9 billion and does not have an expiration date. All of the above repurchases
were part of this program. Subsequent to May 7, 2011, we have
repurchased 138,500 shares of our
common stock at an aggregate cost of $40.0 million.
|
|
|
Item 3. |
|
Defaults Upon Senior Securities. |
Not applicable.
|
|
|
Item 4. |
|
Removed and Reserved. |
Not applicable.
|
|
|
Item 5. |
|
Other Information. |
Not applicable.
21
The following exhibits are filed as part of this report:
|
|
|
|
|
|
3.1 |
|
|
Restated Articles of Incorporation of AutoZone, Inc. incorporated by reference to
Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended February 13,
1999. |
|
|
|
|
|
|
3.2 |
|
|
Fourth Amended and Restated By-laws of AutoZone, Inc. incorporated by reference
to Exhibit 99.2 to the Current Report on Form 8-K dated September 28, 2007. |
|
|
|
|
|
|
12.1 |
|
|
Computation of Ratio of Earnings to Fixed Charges. |
|
|
|
|
|
|
15.1 |
|
|
Letter Regarding Unaudited Interim Financial Statements. |
|
|
|
|
|
|
31.1 |
|
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and
15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
31.2 |
|
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and
15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
32.1 |
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
32.2 |
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
*101.INS
|
|
XBRL Instance Document |
|
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Document |
|
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Labels Document |
|
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Document |
|
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Document |
|
|
|
* |
|
In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the
Quarterly Report on Form 10-Q shall be deemed furnished and not filed. |
22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
AUTOZONE, INC.
|
|
|
By: |
/s/ WILLIAM T. GILES
|
|
|
|
William T. Giles |
|
|
|
Chief Financial Officer, Executive
Vice President,
Finance, Information Technology and Store Development
(Principal Financial Officer) |
|
|
|
|
|
By: |
/s/ CHARLIE PLEAS, III
|
|
|
|
Charlie Pleas, III |
|
|
|
Senior Vice President, Controller
(Principal Accounting Officer) |
|
Dated: June 15, 2011
23
EXHIBIT INDEX
The following exhibits are filed as part of this report:
|
|
|
|
|
|
3.1 |
|
|
Restated Articles of Incorporation of AutoZone, Inc. incorporated by reference to
Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended February 13,
1999. |
|
|
|
|
|
|
3.2 |
|
|
Fourth Amended and Restated By-laws of AutoZone, Inc. incorporated by reference
to Exhibit 99.2 to the Current Report on Form 8-K dated September 28, 2007. |
|
|
|
|
|
|
12.1 |
|
|
Computation of Ratio of Earnings to Fixed Charges. |
|
|
|
|
|
|
15.1 |
|
|
Letter Regarding Unaudited Interim Financial Statements. |
|
|
|
|
|
|
31.1 |
|
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and
15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
31.2 |
|
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and
15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
32.1 |
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
32.2 |
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
*101.INS
|
|
XBRL Instance Document |
|
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Document |
|
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Labels Document |
|
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Document |
|
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Document |
|
|
|
* |
|
In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the
Quarterly Report on Form 10-Q shall be deemed furnished and not filed. |
24