x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
54-2049910
(I.R.S.
Employer
Identification No.)
|
ITEM 1. |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF
ADVANCE AUTO PARTS, INC. AND
SUBSIDIARIES
|
July
15,
|
December
31,
|
||||||
Assets
|
2006
|
2005
|
|||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
13,128
|
$
|
40,783
|
|||
Receivables,
net
|
87,414
|
94,689
|
|||||
Inventories,
net
|
1,433,126
|
1,367,099
|
|||||
Other
current assets
|
41,088
|
45,369
|
|||||
Total
current assets
|
1,574,756
|
1,547,940
|
|||||
Property
and equipment, net of accumulated depreciation of
|
|||||||
$626,106
and $564,558
|
954,620
|
898,851
|
|||||
Assets
held for sale
|
4,099
|
8,198
|
|||||
Goodwill
|
67,208
|
67,094
|
|||||
Other
assets, net
|
22,037
|
20,066
|
|||||
$
|
2,622,720
|
$
|
2,542,149
|
||||
Liabilities
and Stockholders' Equity
|
|||||||
Current
liabilities:
|
|||||||
Bank
overdrafts
|
$
|
38,297
|
$
|
50,170
|
|||
Current
portion of long-term debt
|
37,767
|
32,760
|
|||||
Financed
vendor accounts payable
|
128,511
|
119,351
|
|||||
Accounts
payable
|
688,727
|
629,248
|
|||||
Accrued
expenses
|
291,278
|
265,437
|
|||||
Other
current liabilities
|
44,628
|
44,498
|
|||||
Total
current liabilities
|
1,229,208
|
1,141,464
|
|||||
Long-term
debt
|
392,651
|
406,040
|
|||||
Other
long-term liabilities
|
67,765
|
74,874
|
|||||
Commitments
and contingencies
|
|||||||
Stockholders'
equity:
|
|||||||
Preferred
stock, nonvoting, $0.0001 par value,
|
|||||||
10,000
shares authorized; no shares issued or outstanding
|
-
|
-
|
|||||
Common
stock, voting, $0.0001 par value, 200,000
|
|||||||
shares
authorized; 108,125 shares issued and 105,005 outstanding
|
|||||||
in
2006 and 109,637 issued and 108,198 outstanding in 2005
|
11
|
11
|
|||||
Additional
paid-in capital
|
509,693
|
564,965
|
|||||
Treasury
stock, at cost, 3,120 and 1,439 shares
|
(113,162
|
)
|
(55,668
|
)
|
|||
Accumulated
other comprehensive income
|
5,003
|
3,090
|
|||||
Retained
earnings
|
531,551
|
407,373
|
|||||
Total
stockholders' equity
|
933,096
|
919,771
|
|||||
$
|
2,622,720
|
$
|
2,542,149
|
||||
Twelve
Week Periods Ended
|
Twenty-Eight
Week Periods Ended
|
||||||||||||
July
15,
|
July
16,
|
July
15,
|
July
16,
|
||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Net
sales
|
$
|
1,107,857
|
$
|
1,023,146
|
$
|
2,500,867
|
$
|
2,281,510
|
|||||
Cost
of sales, including
purchasing and warehousing costs
|
580,498
|
541,096
|
1,308,340
|
1,198,529
|
|||||||||
Gross
profit
|
527,359
|
482,050
|
1,192,527
|
1,082,981
|
|||||||||
Selling,
general and administrative expenses
|
416,913
|
369,530
|
955,783
|
850,247
|
|||||||||
Operating
income
|
110,446
|
112,520
|
236,744
|
232,734
|
|||||||||
Other,
net:
|
|||||||||||||
Interest
expense
|
(8,752
|
)
|
(7,575
|
)
|
(18,915
|
)
|
(16,486
|
)
|
|||||
Other
(expense) income, net
|
(21
|
)
|
1,045
|
599
|
1,365
|
||||||||
Total
other, net
|
(8,773
|
)
|
(6,530
|
)
|
(18,316
|
)
|
(15,121
|
)
|
|||||
Income
before provision for income taxes
|
101,673
|
105,990
|
218,428
|
217,613
|
|||||||||
Provision
for income taxes
|
38,737
|
40,061
|
81,411
|
83,037
|
|||||||||
Net
income
|
$
|
62,936
|
$
|
65,929
|
$
|
137,017
|
$
|
134,576
|
|||||
Basic
earnings per share
|
$
|
0.60
|
$
|
0.61
|
$
|
1.28
|
$
|
1.25
|
|||||
Diluted
earnings per share
|
$
|
0.59
|
$
|
0.60
|
$
|
1.27
|
$
|
1.23
|
|||||
Average
common shares outstanding
|
105,650
|
108,777
|
106,923
|
107,910
|
|||||||||
Dilutive
effect of stock options
|
1,143
|
1,571
|
1,277
|
1,757
|
|||||||||
Average
common shares outstanding - assuming dilution
|
106,793
|
110,348
|
108,200
|
109,667
|
|||||||||
Twenty-Eight
Week Periods Ended
|
|||||||
July
15,
|
July
16,
|
||||||
2006
|
2005
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
137,017
|
$
|
134,576
|
|||
Adjustments
to reconcile net income to net cash provided by
|
|||||||
operating
activities:
|
|||||||
Depreciation
and amortization
|
70,860
|
62,476
|
|||||
Amortization
of deferred debt issuance costs
|
338
|
337
|
|||||
Share-based
compensation
|
9,892
|
237
|
|||||
Loss
on disposal of property and equipment, net
|
453
|
713
|
|||||
Benefit
for deferred income taxes
|
(7,425
|
)
|
(6,297
|
)
|
|||
Excess
tax benefit from share-based compensation
|
(3,427
|
)
|
-
|
||||
Tax
benefit related to exercise of stock options
|
-
|
27,998
|
|||||
Net
decrease (increase) in:
|
|||||||
Receivables,
net
|
7,395
|
7,589
|
|||||
Inventories,
net
|
(66,027
|
)
|
(125,882
|
)
|
|||
Other
assets
|
5,391
|
(13,241
|
)
|
||||
Net
increase (decrease) in:
|
|||||||
Accounts
payable
|
59,479
|
55,738
|
|||||
Accrued
expenses
|
44,339
|
42,370
|
|||||
Other
liabilities
|
(861
|
)
|
2,740
|
||||
Net
cash provided by operating activities
|
257,424
|
189,354
|
|||||
Cash
flows from investing activities:
|
|||||||
Purchases
of property and equipment
|
(132,015
|
)
|
(119,777
|
)
|
|||
Business
acquisitions, net of cash acquired
|
(12,500
|
)
|
-
|
||||
Proceeds
from sales of property and equipment
|
6,788
|
2,874
|
|||||
Net
cash used in investing activities
|
(137,727
|
)
|
(116,903
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
(Decrease)
increase in bank overdrafts
|
(11,873
|
)
|
5,377
|
||||
Increase
in financed vendor accounts payable
|
9,160
|
63,929
|
|||||
Dividends
paid
|
(12,839
|
)
|
-
|
||||
Payments
on note payable
|
(32
|
)
|
-
|
||||
Borrowings
under credit facilities
|
8,000
|
1,500
|
|||||
Payments
on credit facilities
|
(16,350
|
)
|
(17,350
|
)
|
|||
Proceeds
from the issuance of common stock, primarily exercise
|
|||||||
of
stock options
|
10,586
|
28,435
|
|||||
Excess
tax benefit from share-based compensation
|
3,427
|
-
|
|||||
Repurchase
of common stock
|
(137,560
|
)
|
(42,978
|
)
|
|||
Increase
in borrowings secured by trade receivables
|
129
|
8,203
|
|||||
Net
cash (used in) provided by financing activities
|
(147,352
|
)
|
47,116
|
||||
Net
(decrease) increase in cash and cash equivalents
|
(27,655
|
)
|
119,567
|
||||
Cash
and cash equivalents,
beginning of period
|
40,783
|
56,321
|
|||||
Cash
and cash equivalents,
end of period
|
$
|
13,128
|
$
|
175,888
|
|||
Supplemental
cash flow information:
|
|||||||
Interest
paid
|
$
|
14,245
|
$
|
12,103
|
|||
Income
tax payments, net
|
54,134
|
52,582
|
|||||
Non-cash
transactions:
|
|||||||
Accrued
purchases of property and equipment
|
37,423
|
23,770
|
|||||
Retirement
of common stock
|
79,177
|
-
|
|||||
Unrealized
gain (loss) on hedge arrangements
|
1,913
|
(166
|
)
|
||||
1. |
Basis
of Presentation:
|
July
15,
|
December
31,
|
||||||||
2006
|
2005
|
||||||||
(28
weeks ended)
|
(52
weeks ended)
|
||||||||
Defective
and warranty reserve, beginning
|
|||||||||
of
period
|
$
|
11,352
|
$
|
10,960
|
|||||
Reserves
established
|
7,920
|
14,268
|
|||||||
Reserves
utilized
|
(7,584
|
)
|
(13,876
|
)
|
|||||
Defective
and warranty reserve, end of
|
|||||||||
period
|
$
|
11,688
|
$
|
11,352
|
|||||
Twelve
Weeks
Ended July 16, 2005
|
Twenty-Eight
Weeks Ended July 16, 2005
|
||||||||
Net
income, as reported
|
$
|
65,929
|
$
|
134,576
|
|||||
Add:
Total stock-based employee compensation
|
|||||||||
expense
included in reported net income, net
|
|||||||||
of
related tax effects
|
147
|
147
|
|||||||
Deduct:
Total stock-based employee compensation
|
|||||||||
expense
determined under fair value based method
|
|||||||||
for
all awards, net of related tax effects
|
(2,342
|
)
|
(4,695
|
)
|
|||||
Pro
forma net income
|
$
|
63,734
|
$
|
130,028
|
|||||
Net
income per share:
|
|||||||||
Basic,
as reported
|
$
|
0.61
|
$
|
1.25
|
|||||
Basic,
pro forma
|
$
|
0.59
|
$
|
1.20
|
|||||
Diluted,
as reported
|
$
|
0.60
|
$
|
1.23
|
|||||
Diluted,
pro forma
|
$
|
0.58
|
$
|
1.19
|
|||||
Number
of
Options
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
Aggregate
Intrinsic
Value
|
||||||||||||
Fixed
Price Options
|
|||||||||||||||
Outstanding
at beginning of year
|
6,192
|
$
|
24.46
|
||||||||||||
Granted
|
2,116
|
40.38
|
|||||||||||||
Exercised
|
(437
|
)
|
20.29
|
||||||||||||
Forfeited
|
(248
|
)
|
32.74
|
||||||||||||
Outstanding
at July 15, 2006
|
7,623
|
$
|
28.85
|
4.98
|
$
|
34,857
|
|||||||||
Exercisable
at July 15, 2006
|
3,518
|
$
|
20.61
|
3.86
|
$
|
32,713
|
|||||||||
July
15,
|
July
16,
|
||||||
Black-Scholes
Option Valuation Assumptions (1)
|
2006
|
2005
|
|||||
Risk-free
interest rate (2)
|
4.6%
|
|
3.7%
|
|
|||
Expected
dividend yield
|
0.6%
|
|
-
|
||||
Expected
stock price volatility (3)
|
28%
|
|
33%
|
|
|||
Expected
life of stock options (in months) (4)
|
44
|
48
|
(1) |
Forfeitures
are based on historical experience.
|
(2) |
The
risk-free interest rate is based on a U.S. Treasury constant
maturity
interest rate whose term is consistent with the expected life
of the
Company’s stock options.
|
(3) |
Expected
volatility is based on the historical volatility of the Company’s common
stock for the period consistent with the life of the Company’s stock
options.
|
(4) |
The
expected life of the Company’s stock options represents the estimated
period of time until exercise and is based on historical
experience of
such awards.
|
· |
The
first swap fixed the Company’s LIBOR rate at 4.153% on $50,000 of debt for
a term of 48 months, expiring in March
2009.
|
· |
The
second swap fixed the Company’s LIBOR rate at 4.255% on $75,000 of debt
for a term of 60 months, expiring in February
2010.
|
· |
Effective
March 2006, the third swap fixed the Company’s LIBOR rate at 4.6125% on
$50,000 of debt for a term of 54 months, expiring in September
2010.
|
Twelve
Weeks Ended
|
Twenty-Eight
Weeks Ended
|
||||||||||||||
July
15,
|
July
16,
|
July
15,
|
July
16,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||||
Net
income
|
$
|
62,936
|
$
|
65,929
|
$
|
137,017
|
$
|
134,576
|
|||||||
Unrealized
gain (loss) on hedge
|
|||||||||||||||
arrangements,
net of tax
|
473
|
196
|
1,913
|
(166
|
)
|
||||||||||
Comprehensive
income
|
$
|
63,409
|
$
|
66,125
|
$
|
138,930
|
$
|
134,410
|
|||||||
2. |
Acquisitions:
|
Twelve
Weeks
Ended
July
16, 2005
|
Twenty-Eight
Weeks
Ended
July
16, 2005
|
|||||||
Net
sales
|
$
|
1,048,543
|
$
|
2,335,570
|
||||
Net
income
|
67,051
|
137,160
|
||||||
Earnings
per diluted share
|
$
|
0.61
|
$
|
1.25
|
||||
3. |
Receivables:
|
July
15,
|
December
31,
|
||||||||
2006
|
2005
|
||||||||
Trade
|
$
|
12,900
|
$
|
13,733
|
|||||
Vendor
|
62,504
|
63,161
|
|||||||
Installment
|
4,416
|
5,622
|
|||||||
Insurance
recovery
|
9,217
|
13,629
|
|||||||
Other
|
3,090
|
3,230
|
|||||||
Total
receivables
|
92,127
|
99,375
|
|||||||
Less:
Allowance for doubtful accounts
|
(4,713
|
)
|
(4,686
|
)
|
|||||
Receivables,
net
|
$
|
87,414
|
$
|
94,689
|
|||||
4. |
Inventories,
net:
|
July
15,
|
December
31,
|
||||||||
2006
|
2005
|
||||||||
Inventories
at FIFO
|
$
|
1,351,809
|
$
|
1,294,310
|
|||||
Adjustments
to state inventories at LIFO
|
81,317
|
72,789
|
|||||||
Inventories
at LIFO
|
$
|
1,433,126
|
$
|
1,367,099
|
|||||
5. |
Long-term
Debt:
|
July
15,
|
December
31,
|
|||||||||
2006
|
2005
|
|||||||||
Senior
Debt:
|
||||||||||
Tranche A, Senior Secured Term Loan at variable interest | ||||||||||
rates
(6.54% and 5.66% at July 15, 2006 and December 31,
2005,
|
||||||||||
respectively),
due September 2009
|
$
|
155,000
|
$
|
170,000
|
||||||
Tranche
B, Senior Secured Term Loan at variable interest
|
||||||||||
rates
(6.83% and 5.89% at July 15, 2006 and December 31, 2005,
|
||||||||||
respectively),
due September 2010
|
167,450
|
168,300
|
||||||||
Delayed
Draw, Senior Secured Term Loan at variable interest
|
||||||||||
rates
(6.72% and 5.91% at July 15, 2006 and December 31, 2005,
|
||||||||||
respectively),
due September 2010
|
99,500
|
100,000
|
||||||||
Revolving
facility at variable interest rates
|
||||||||||
(8.50%
and 5.66% at July 15, 2006 and December 31, 2005,
|
||||||||||
respectively)
due September 2009
|
8,000
|
-
|
||||||||
Other
|
468
|
500
|
||||||||
430,418
|
438,800
|
|||||||||
Less:
Current portion of long-term debt
|
(37,767
|
)
|
(32,760
|
)
|
||||||
Long-term
debt, excluding current portion
|
$
|
392,651
|
$
|
406,040
|
||||||
6. |
Stock
Repurchase
Program:
|
7. |
Postretirement
Plan:
|
Twelve
Weeks Ended
|
Twenty-Eight
Weeks Ended
|
||||||||||||||
July
15,
|
July
16,
|
July
15,
|
July
16,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||||
Interest
cost
|
$
|
168
|
$
|
185
|
$
|
391
|
$
|
432
|
|||||||
Amortization
of prior service cost
|
(135
|
)
|
(134
|
)
|
(313
|
)
|
(312
|
)
|
|||||||
Amortization
of unrecognized net losses
|
49
|
55
|
113
|
128
|
|||||||||||
$
|
82
|
$
|
106
|
$
|
191
|
$
|
248
|
||||||||
Twelve
Weeks Ended
|
Twenty-Eight
Weeks Ended
|
||||||||||||||
July
15, 2006
|
July
16, 2005
|
July
15, 2006
|
July
16, 2005
|
||||||||||||
Total
net sales (in
thousands)
|
$
|
1,107,857
|
$
|
1,023,146
|
$
|
2,500,867
|
$
|
2,281,510
|
|||||||
Total
commercial net sales (in
thousands)
|
$
|
273,739
|
$
|
213,999
|
$
|
622,589
|
$
|
473,709
|
|||||||
Comparable
store net sales growth
|
1.2%
|
|
9.0%
|
|
2.7%
|
|
9.1%
|
|
|||||||
DIY
comparable store net sales growth
|
(1.0%)
|
|
4.9%
|
|
(0.1%)
|
|
5.0%
|
|
|||||||
DIFM
comparable store net sales growth
|
9.1%
|
|
27.1%
|
|
13.1%
|
|
27.2%
|
|
|||||||
Average
net sales per store (in
thousands)
|
$
|
1,568
|
$
|
1,520
|
$
|
1,568
|
$
|
1,520
|
|||||||
Inventory
per store (in
thousands)
|
$
|
482
|
$
|
490
|
$
|
482
|
$
|
490
|
|||||||
Selling,
general and administrative expenses per store (in
thousands)
|
$
|
140
|
$
|
136
|
$
|
322
|
$
|
314
|
|||||||
Inventory
turnover
|
1.71
|
1.69
|
1.71
|
1.69
|
|||||||||||
Gross
margin
|
47.6%
|
|
47.1%
|
|
47.7%
|
|
47.5%
|
|
|||||||
Operating
margin
|
10.0%
|
|
11.0%
|
|
9.5%
|
|
10.2%
|
|
Note:
|
These
metrics should be read along with the footnotes to the table setting
forth
our selected store data in Item 6. "Selected Financial Data" in our
annual
report on Form 10-K for the fiscal year ended December 31, 2005,
which was
filed with the SEC on March 16, 2006. The footnotes describe the
calculation of the metrics. Average net sales per store and inventory
turnover for the interim periods presented above were calculated
using
results of operations from the last 13 accounting
periods.
|
Twelve
Weeks
Ended
July
15, 2006
|
Twenty-Eight
Weeks Ended
July
16, 2005
|
|||||||
Number
of stores at beginning of period
|
2,927
|
2,872
|
||||||
New
stores
|
44
|
102
|
||||||
Closed
stores
|
-
|
(3
|
)
|
|||||
Number
of stores, end of period
|
2,971
|
2,971
|
||||||
Relocated
stores
|
10
|
21
|
||||||
Stores
with commercial programs (a)
|
2,425
|
2,425
|
||||||
(a) |
As
of July 15, 2006, these commercial programs include the 72 AI stores.
|
· |
Targeting
commercial customers with a hard parts focus;
|
· |
Targeting
commercial customers who need access to a wide selection of
inventory;
|
· |
Targeting
customers within a tight delivery radius of our
stores;
|
· |
Moving
inventory closer to our commercial customers to ensure quicker deliveries;
|
· |
Growing
our market share of the commercial market through internal growth
and
selected acquisitions;
|
· |
Providing
trained parts experts to assist commercial customers’ merchandise
selections; and
|
· |
Providing
credit solutions to our commercial customers through our commercial
credit
program.
|
Twelve
Week Periods Ended
|
Twenty-Eight
Week Periods Ended
|
||||||||||||
(unaudited)
|
(unaudited)
|
||||||||||||
July
15,
|
July
16,
|
July
15,
|
July
16,
|
||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Net
sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
Cost
of sales, including purchasing and warehousing costs
|
52.4
|
52.9
|
52.3
|
52.5
|
|||||||||
Gross
profit
|
47.6
|
47.1
|
47.7
|
47.5
|
|||||||||
Selling,
general and administrative expenses
|
37.6
|
36.1
|
38.2
|
37.3
|
|||||||||
Operating
income
|
10.0
|
11.0
|
9.5
|
10.2
|
|||||||||
Interest
expense
|
(0.8
|
)
|
(0.7
|
)
|
(0.8
|
)
|
(0.7
|
)
|
|||||
Other
income, net
|
(0.0
|
)
|
0.0
|
0.0
|
(0.0
|
)
|
|||||||
Provision
for income taxes
|
3.5
|
3.9
|
3.2
|
3.6
|
|||||||||
Net
income
|
5.7
|
%
|
6.4
|
%
|
5.5
|
%
|
5.9
|
%
|
|||||
· |
recording
share-based compensation expense of approximately 0.4% of net sales
upon
the implementation of SFAS 123R on January 1,
2006;
|
· |
a
0.6% increase in certain fixed costs as a percentage of sales during
the
quarter, including rent and depreciation, as a result of lower than
anticipated sales growth; and
|
· |
a
0.5% increase in expenses associated with our fuel and insurance
programs.
|
· |
recording
share-based compensation expense of approximately 0.4% of net sales
upon
the implementation of SFAS 123R on January 1,
2006;
|
· |
a
0.3% increase in certain fixed costs as a percentage of sales during
the
twenty-eight weeks ended July 15, 2006, including rent and depreciation,
as a result of lower than anticipated sales
growth.
|
Twenty-Eight
Week Periods Ended
|
|||||||||
July
15,
|
July
16,
|
||||||||
2006
|
2005
|
||||||||
(in
millions)
|
|||||||||
Cash
flows from operating activities
|
$
|
257.4
|
$
|
189.4
|
|||||
Cash
flows from investing activities
|
(137.7
|
)
|
(116.9
|
)
|
|||||
Cash
flows from financing activities
|
(147.4
|
)
|
47.1
|
||||||
Net
(decrease) increase in cash and
|
|||||||||
cash
equivalents
|
$
|
(27.7
|
)
|
$
|
119.6
|
||||
· |
$12.1
million increase in earnings exclusive of $9.7 million of non-cash,
share-based compensation expense compared to the same period in fiscal
2005;
|
· |
$8.4
million increase in depreciation and
amortization;
|
· |
$59.9
million reduction in cash outflows as a result of reducing inventory
growth rates in line with our current sales
trend;
|
· |
$18.6
million increase in cash flows from other assets related to the timing
of
payments for normal operating expenses, primarily our monthly rent;
and
|
· |
$28.0
million decrease in cash flows from tax benefits related to exercise
of
stock options.
|
· |
increase
in capital expenditures of $12.2 million used primarily to accelerate
our
square footage growth through adding new stores and remodeling existing
stores; and
|
· |
a
$12.5 million payment related to the acquisition of Autopart
International, which was accrued at December 31, 2005.
|
· |
a
$17.3 million cash outflow resulting from timing of bank
overdrafts;
|
· |
a
$54.8 million cash outflow associated with inventory purchased under
our
vendor financing program;
|
· |
a
$12.8 million reduction in cash used to pay
dividends;
|
· |
a
$7.5 million cash inflow from borrowings on credit facilities;
|
· |
$17.8
million less cash received from the issuance of common stock, primarily
resulting from the exercise of stock options;
and
|
· |
a
$94.6 million cash outflow resulting from the repurchase of common
stock.
|
Contractual
Obligations
|
Total
|
Fiscal
2006
|
Fiscal
2007
|
Fiscal
2008
|
Fiscal
2009
|
Fiscal
2010
|
Thereafter
|
|||||||||||||||
(in
thousands)
|
||||||||||||||||||||||
Long-term
debt
|
$
|
430,418
|
$
|
24,378
|
$
|
32,093
|
$
|
63,450
|
$
|
52,771
|
$
|
257,573
|
$
|
153
|
||||||||
Interest
payments
|
$
|
84,359
|
$
|
12,405
|
$
|
24,816
|
$
|
21,468
|
$
|
17,812
|
$
|
7,855
|
$
|
3
|
||||||||
Letters
of credit
|
$
|
54,564
|
$
|
3,554
|
$
|
46,010
|
$
|
5,000
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Operating
leases
|
$
|
1,861,618
|
$
|
98,527
|
$
|
224,865
|
$
|
202,265
|
$
|
183,824
|
$
|
163,478
|
$
|
988,659
|
||||||||
Purchase
obligations (1)
|
$
|
856
|
$
|
231
|
$
|
500
|
$
|
125
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Other
long-term liabilities(2)
|
$
|
67,765
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
(1) |
For
the purposes of this table, purchase obligations are defined as agreements
that are enforceable and legally binding and that specify all significant
terms, including: fixed or minimum quantities to be purchased; fixed,
minimum or variable price provisions; and the approximate timing
of the
transaction. Our open purchase orders are based on current inventory
or
operational needs and are fulfilled by our vendors within short periods
of
time. We currently do not have minimum purchase commitments under
our
vendor supply agreements nor are our open purchase orders for goods
and
services binding agreements. Accordingly, we have excluded open purchase
orders from this table. The purchase obligation consists of certain
commitments for training and development. This agreement expires
in March
2008.
|
(2) |
Primarily
includes employee benefit accruals, restructuring and closed store
liabilities and deferred income taxes for which no contractual payment
schedule exists.
|
Fiscal
2006
|
Fiscal
2007
|
Fiscal
2008
|
Fiscal
2009
|
Fiscal
2010
|
Thereafter
|
Total
|
Fair
Market
Value
|
||||||||||||||||||
Long-term
debt:
|
(dollars
in thousands)
|
||||||||||||||||||||||||
Variable
rate
|
$
|
24,350
|
$
|
32,025
|
$
|
63,375
|
$
|
52,700
|
$
|
257,500
|
$
|
-
|
$
|
429,950
|
$
|
429,950
|
|||||||||
Weighted
average
|
|||||||||||||||||||||||||
interest
rate
|
6.9%
|
|
6.9%
|
|
6.8%
|
|
6.9%
|
|
7.0%
|
|
-
|
6.9%
|
|
-
|
|||||||||||
Interest
rate swaps:
|
|||||||||||||||||||||||||
Variable
to fixed
(1)
|
$
|
175,000
|
$
|
175,000
|
$
|
175,000
|
$
|
175,000
|
$
|
125,000
|
$
|
-
|
$
|
-
|
$
|
5,003
|
|||||||||
Weighted
average pay rate
|
0.0%
|
|
0.0%
|
|
0.0%
|
|
0.0%
|
|
0.0%
|
|
-
|
0.0%
|
|
-
|
|||||||||||
Weighted
average receive rate
|
1.2%
|
|
1.1%
|
|
1.0%
|
|
1.0%
|
|
1.0%
|
|
-
|
1.1%
|
|
-
|
Period
|
Total
Number of Shares Purchased
|
Average
Price
Paid
per
Share
|
Total
Number of Shares Purchased as
Part of Publicly Announcing Plans or Programs (1)
|
Maximum
Dollar Value that May Yet Be Purchased Under the Plans or Programs
(1)(2)
|
||||||||||
April
23, 2006, to May 20, 2006
|
1,046
|
$
|
39.25
|
1,046
|
$
|
133,955
|
||||||||
May
21, 2006, to June 17, 2006
|
-
|
-
|
-
|
133,955
|
||||||||||
June
18, 2006, to July 15, 2006
|
1,018
|
29.45
|
1,018
|
103,987
|
||||||||||
Total
|
2,064
|
$
|
34.42
|
2,064
|
$
|
103,987
|
(1) |
All
of the above repurchases were made on the open market at prevailing
market
rates plus related expenses under our stock repurchase program, which
was
authorized by our Board of Directors and publicly announced on August
17,
2005 for a maximum of $300 million in common stock.
|
(2) |
The
maximum dollar value yet to be purchased under our stock repurchase
program excludes related expenses paid on previous purchases or
anticipated expenses on future
purchases.
|
1. |
Election
of nominees to our board of directors. All nominees were elected
as
indicated by the following vote
counts:
|
Nominee
|
Votes
For
|
Votes
Withheld
|
|||||
John
C. Brouillard
|
86,455,740
|
76,880
|
|||||
Lawrence
P. Castellani
|
85,837,782
|
694,838
|
|||||
Michael
N. Coppola
|
86,454,291
|
78,329
|
|||||
Darren
R. Jackson
|
86,456,155
|
76,466
|
|||||
Nicholas
J. LaHowchic
|
86,453,641
|
78,979
|
|||||
William
S. Oglesby
|
86,455,077
|
77,543
|
|||||
Gilbert
T. Ray
|
86,411,709
|
120,911
|
|||||
Carlos
A. Saladrigas
|
86,448,038
|
84,582
|
|||||
William
L. Salter
|
86,451,822
|
80,798
|
|||||
Francesca
M. Spinelli
|
86,448,728
|
83,892
|
2. |
The
stockholders voted upon and approved the ratification of Deloitte
&
Touche LLP as our independent registered public accounting firm for
2006.
The vote on the proposal was as
follows:
|
For
|
Against
|
Abstentions
|
||||
86,483,382
|
33,349
|
15,889
|
||||
3.1(1)
|
Restated
Certificate of Incorporation of Advance Auto (as amended on May 19,
2004).
|
||
3.2(2)
|
Bylaws
of Advance Auto.
|
||
31.1
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
||
31.2
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
||
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer Pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002.
|
||
(1) | Filed on May 20, 2004 as an exhibit to Current Report on Form 8-K of Advance Auto. | |
(2) |
Furnished
on August 31, 2001 as an exhibit to Registration Statement on Form
S-4
(No. 333-68858) of
Advance Auto.
|
ADVANCE AUTO PARTS, INC. | ||
|
|
|
August 23, 2006 | By: | /s/ Michael O. Moore |
Michael O. Moore Executive
Vice President, Chief Financial
Officer
|
Exhibit
Number
|
Exhibit
Description
|
|
3.1(1)
|
Restated
Certificate of Incorporation of Advance Auto (as amended on May
19,
2004).
|
|
3.2(2)
|
Bylaws
of Advance Auto.
|
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer Pursuant
to Section
906 of the Sarbanes-Oxley Act of 2002.
|
|
(1) | Filed on May 20, 2004 as an exhibit to Current Report on Form 8-K of Advance Auto. |
(2) |
Furnished
on August 31, 2001 as an exhibit to Registration Statement on Form
S-4
(No. 333-68858) of
Advance Auto.
|