Advance Auto Parts Inc 8-K, filed Feb 28, 2024
Advance Auto Parts Inc (AAP)
8-K
2024-02-28
For: 2024-02-28
View Original
Added on
April 10, 2026
About this 8-K
Advance Auto Parts Inc filed this 8-K on February 28, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(540 ) 362-4911
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01 Entry into a Material Definitive Agreement.
On February 26, 2024, we entered into Amendment No. 4 to the Credit Agreement dated November 9, 2021, with Advance Auto Parts, Inc., as Borrower, Advance Stores Company, Incorporated, as a Guarantor, the lenders party thereto, and Bank of America, N.A., as administrative agent (the "2021 Credit Agreement") to enable certain addbacks to the definition of Consolidated EBITDA contained therein for specific write-downs of inventory and vendor receivables. Amendment No. 4 also updated certain limitations on future incurrence of other indebtedness and liens, replacing the cap thereon of 10% of consolidated net tangible assets with $400 million, and eliminated the $250 million basket for accounts receivable securitization transactions. The foregoing summary of the amendment is qualified by reference to the full text of the amendment, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Item 2.02 Results of Operations and Financial Condition.
On February 28, 2024 , the Company issued a press release setting forth its financial results for its fourth quarter and year ended December 30, 2023. The press release is furnished as Exhibit 99.1 to this Report and is hereby incorporated by reference in this Item 2.02.
As provided in General Instruction B.2 of Form 8-K, the information and exhibit contained in this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | ||||
| 101.1 | Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL. | ||||
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document included in Exhibit 101.1) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADVANCE AUTO PARTS, INC. | ||||||||
| Date: | /s/ Ryan P. Grimsland | |||||||
| Ryan P. Grimsland | ||||||||
| Executive Vice President, Chief Financial Officer | ||||||||
Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 4 TO THE
CREDIT AGREEMENT
CREDIT AGREEMENT
Dated as of February 26, 2024
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT (this “Amendment”) among ADVANCE AUTO PARTS, INC., a Delaware corporation (the “Borrower”), ADVANCE STORES COMPANY, INCORPORATED, a Virginia corporation (the “Company”), the LENDERS party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Company, the Lenders and the Administrative Agent have entered into a Credit Agreement dated as of November 9, 2021 (as amended by Amendment No. 1 dated as of February 27, 2023, Amendment No. 2 dated as of August 21, 2023 and Amendment No. 3 dated as of November 20, 2023, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
(2) The Borrower has requested certain amendments to the Credit Agreement, and the parties hereto agree to such amendments as set forth in, and in accordance with the terms and conditions of, this Amendment (the Credit Agreement as so amended, the “Amended Credit Agreement”).
SECTION 1. Amendments to Credit Agreement. As of the date first above written but subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Required Lenders and the Borrower hereby agree to amend the Credit Agreement as follows:
(a) Clause (e) of the definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement is amended in full to read as follows:
(e) other non-cash charges for such period provided there shall be (i) excluded from non-cash charges referred to this clause (e) (A) any non-cash charges that constitute accruals of or reserves for future cash payments and (B) except as provided in clause (ii) below, write-downs or write-offs of inventory or accounts receivable and (ii) included in non-cash charges referred to in this clause (e) (A) write-downs of inventory in an amount not to exceed (x) $125,000,000 for the fiscal quarter ended October 7, 2023 and (y) $71,000,000 for the fiscal quarter ended December 30, 2023, (B) write downs of vendor accounts receivable not to exceed $20,000,000 for the fiscal quarter ended December 30, 2023, and (C) write downs of inventory due to consolidation of distributions centers not to exceed (x) $10,000,000 for the fiscal quarter ended July 13, 2024 and (y) $15,000,000 for the fiscal quarter ended October 25, 2024,
(b) the definition of “Consolidated Net Tangible Assets” in Section 1.01 of the Credit Agreement is deleted in full.
(c) Section 6.01(f) of the Credit Agreement is amended by deleting the phrase “10% of Consolidated Net Tangible Assets” and substituting therefor the figure “$400,000,000”.
(d) Section 6.01(i) of the Credit Agreement is deleted in full and replaced with “[reserved]”.
(e) Section 6.02(a)(vi) of the Credit Agreement is deleted in full and replaced with “[reserved]”.
(f) Section 6.02(a)(viii) of the Credit Agreement is amended by deleting the phrase “10% of Consolidated Net Tangible Assets” and substituting therefor the figure “$400,000,000”.
(g) Section 6.06(vi) of the Credit Agreement is deleted in full and replaced with “[reserved]”.
SECTION 2. Conditions of Effectiveness of Section 1. Section 1 of this Amendment shall become effective, as of the date first above written, on the date on which each of the following conditions precedent shall have been satisfied or waived:
(a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Company and the Required Lenders; and
(b) The Borrower shall have paid all accrued and invoiced fees and expenses of the Administrative Agent and the Lenders associated with this Amendment (including an amendment fee equal to 0.075% of the Commitment of each Lender that executes this Amendment and the accrued and invoiced fees and expenses of Shearman & Sterling LLP, counsel to the Administrative Agent).
SECTION 3. Representations and Warranties of the Borrower. The Borrower represents and warrants as of the date hereof as follows:
(a) no Default exists; and
(b) the representations and warranties contained in Article III of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (other than any such representation and warranty that is already qualified by materiality or “Material Adverse Effect” in the text thereof, in which case such representation and warranty shall be true and correct in all respects), and except that for purposes of this Amendment, the representations and warranties contained in subsections (a) and (c) of Section 3.04 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 of the Credit Agreement).
SECTION 4. Reference to and Effect on the Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Amended Credit Agreement.
(b) The Credit Agreement and the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.
(d) This Amendment is subject to the provisions of Section 9.02 of the Credit Agreement and shall be deemed to constitute a Loan Document.
SECTION 5. Costs and Expenses. The Borrower shall pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the preparation and administration of this Amendment in accordance with the terms of Section 9.03 of the Credit Agreement.
SECTION 6. Execution in Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
SECTION 7. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| ADVANCE AUTO PARTS, INC., | ||||||||
| by | ||||||||
| /s/ Anthony A. Iskander | ||||||||
| Name: Anthony A. Iskander | ||||||||
| Title: Senior Vice President, Treasurer | ||||||||
| ADVANCE STORES COMPANY, INCORPORATED, | ||||||||
| by | ||||||||
| /s/ Anthony A. Iskander | ||||||||
| Name: Anthony A. Iskander | ||||||||
| Title: Senior Vice President, Treasurer | ||||||||
| BANK OF AMERICA, N.A., as Administrative Agent, | ||||||||
| by | ||||||||
| /s/ Priscilla Ruffin | ||||||||
| Name: Priscilla Ruffin | ||||||||
| Title: AVP | ||||||||
[Signature Page to Advance Auto Parts Amendment No. 4]
SIGNATURE PAGE
Consent to amend the Credit Agreement as provided in the forgoing Amendment:
Name of Lender: BANK OF AMERICA, N.A.
| by | /s/ Michelle L. Walker | ||||
| Name: Michelle L. Walker | |||||
| Title: Director | |||||
[Signature Page to Advance Auto Parts Amendment No. 4]
SIGNATURE PAGE
Consent to amend the Credit Agreement as provided in the forgoing Amendment:
Name of Lender: JPMORGAN CHASE BANK, N.A.
| by | /s/ Eduardo Lopez Piero | ||||
| Name: Eduardo Lopez Piero | |||||
| Title: Vice President | |||||
[Signature Page to Advance Auto Parts Amendment No. 4]
SIGNATURE PAGE
Consent to amend the Credit Agreement as provided in the forgoing Amendment:
Name of Lender: TRUIST BANK
| by | /s/ Steve Curran | ||||
| Name: Steve Curran | |||||
| Title: Director | |||||
[Signature Page to Advance Auto Parts Amendment No. 4]
SIGNATURE PAGE
Consent to amend the Credit Agreement as provided in the forgoing Amendment:
Name of Lender: U.S. BANK NATIONAL ASSOCIATION:
| by | /s/ Conan Schleicher | ||||
| Name: Conan Schleicher | |||||
| Title: Senior Vice President | |||||
[Signature Page to Advance Auto Parts Amendment No. 4]
SIGNATURE PAGE
Consent to amend the Credit Agreement as provided in the forgoing Amendment:
Name of Lender: WELLS FARGO BANK, NATIONAL ASSOCIATION
| by | /s/ Ryan Tegeler | ||||
| Name: Ryan Tegeler | |||||
| Title: Vice President | |||||
[Signature Page to Advance Auto Parts Amendment No. 4]
SIGNATURE PAGE
Consent to amend the Credit Agreement as provided in the forgoing Amendment:
Name of Lender: FIFTH THIRD BANK, NATIONAL ASSOCIATION
| by | /s/ Nate Calloway | ||||
| Name: Nate Calloway | |||||
| Title: Officer, Corporate Banking Associate | |||||
[Signature Page to Advance Auto Parts Amendment No. 4]
SIGNATURE PAGE
Consent to amend the Credit Agreement as provided in the forgoing Amendment:
Name of Lender: PNC BANK, NATIONAL ASSOCIATION
| by | /s/ Stephanie Gray | ||||
| Name: Stephanie Gray | |||||
| Title: Senior Vice President | |||||
[Signature Page to Advance Auto Parts Amendment No. 4]
SIGNATURE PAGE
Consent to amend the Credit Agreement as provided in the forgoing Amendment:
Name of Lender: CITIBANK, N.A.
| by | /s/ Thomas Vajda | ||||
| Name: Thomas Vajda | |||||
| Title: Director | |||||
[Signature Page to Advance Auto Parts Amendment No. 4]
SIGNATURE PAGE
Consent to amend the Credit Agreement as provided in the forgoing Amendment:
Name of Lender: CITIZENS BANK, N.A.
| by | /s/ Karmyn Paul | ||||
| Name: Karmyn Paul | |||||
| Title: Senior Vice President | |||||
[Signature Page to Advance Auto Parts Amendment No. 4]
SIGNATURE PAGE
Consent to amend the Credit Agreement as provided in the forgoing Amendment:
Name of Lender: KEYBANK NATIONAL ASSOCIATION
| by | /s/ Marianne T. Meil | ||||
| Name: Marianne T. Meil | |||||
| Title: Sr. Vice President | |||||
[Signature Page to Advance Auto Parts Amendment No. 4]
SIGNATURE PAGE
Consent to amend the Credit Agreement as provided in the forgoing Amendment:
Name of Lender: TD BANK, N.A., as a Lender
| by | /s/ Bernadette Collins | ||||
| Name: Bernadette Collins | |||||
| Title: Senior Vice President | |||||
[Signature Page to Advance Auto Parts Amendment No. 4]
SIGNATURE PAGE
Consent to amend the Credit Agreement as provided in the forgoing Amendment:
Name of Lender: SUMITOMO MITSUI BANKING CORPORATION
| by | /s/ Minxiao Tian | ||||
| Name: Minxiao Tian | |||||
| Title: Director | |||||
[Signature Page to Advance Auto Parts Amendment No. 4]
Exhibit 99.1
Advance Auto Parts Reports Fourth Quarter and Full Year 2023 Results
RALEIGH, N.C., February 28, 2024 — Advance Auto Parts, Inc. (NYSE: AAP), a leading automotive aftermarket parts provider in North America, that serves both professional installer and do-it-yourself customers, announced its financial results for the fourth quarter and full year ended December 30, 2023.
"As we closed out 2023, we continued to act with a sense of urgency to stabilize the business and position the company to return to profitable growth,” said Shane O'Kelly, president and chief executive officer. "Our full year results are well below our expectations, and we are focused on instilling greater discipline and accountability both in the fundamental business and in how the organization executes across the board. In addition to the operational improvements we are implementing, we are strengthening internal controls and enhancing the quality of our accounting information to help better inform how we drive the business forward.
“We continue to advance our ongoing operational and strategic review of the business, including the separate sales processes for Worldpac and our Canadian business. We have streamlined and reorganized the company’s leadership structure and have made several important new hires, including the appointments of Ryan Grimsland as Chief Financial Officer and Elizabeth Dreyer as Chief Accounting Officer. Building on the $150 million in annualized SG&A reductions our team executed in the fourth quarter, we recently launched an initiative to eliminate costs related to our indirect spend by an additional $50 million on an annualized basis. We are also moving forward with the consolidation of our supply chain to a single, unified network to create efficiencies and better serve customers. Looking ahead, we are committed to driving enhanced value for shareholders by executing on the fundamentals of our business – focusing on the customer, investing in our frontline and strengthening our competitive position.”
Fourth Quarter and Full Year 2023 Results (1)
Fourth quarter 2023 Net sales totaled $2.5 billion, a 0.4% decrease compared with the prior year. Comparable store sales for the fourth quarter 2023 decreased 1.4%. For full year 2023, Net sales of $11.3 billion increased 1.2% from 2022. Comparable store sales for the full year decreased 0.3%.
The company's Gross profit decreased 11.9% from the fourth quarter of the prior year to $950.8 million or 38.6% of Net sales compared with 43.6% in the prior year quarter. This result reflects both business performance and atypical drivers, primarily attributable to a change in inventory related items and elevated supply chain costs. The company's full year Gross profit was $4.5 billion, or 40.1% of Net sales, representing a 414 basis points decrease from the prior year primarily driven by inventory related items and costs not fully covered by pricing actions.
The company's SG&A was $999.4 million in the fourth quarter, or 40.6% of Net sales compared with 38.8% for the prior year quarter. This was primarily driven by a year-over-year increase in occupancy costs and store labor. The company's full year SG&A was $4.4 billion, or 39.1% of Net sales compared with 38.2% in the prior year.
(1) All comparisons are based on the same time period in the prior year. Comparable store sales include locations open for 13 complete accounting periods and excludes sales to independently owned Carquest locations.
The company's fourth quarter Operating loss was $48.6 million, or (2.0)% of Net sales compared with the fourth quarter of the prior year Operating income of $119.3 million or 4.8% of Net sales. The company's full year Operating income was $114.4 million, or 1.0% of Net sales, compared with $670.3 million, or 6.0%, of Net sales in the prior year.
The company's effective tax rate in the fourth quarter of 2023 was 42.3%. The company's Diluted loss per share was $0.59 compared with Diluted earnings per share of $1.39 in the fourth quarter of the prior year. The company's effective tax rate for full year 2023 was 6.6%. The company's 2023 Diluted earnings per share was $0.50 compared with $7.65 in the prior year.
Net cash provided by operating activities was $0.3 billion for the full year 2023 versus $0.7 billion for the prior year. The decrease was primarily driven by lower Net income and working capital. Free cash flow for the full year 2023 was $43.7 million, compared with $312.5 million for the prior year.
During management’s review, the company identified issues with certain previously reported financials. All comparisons are based on the corrected historical results as depicted in the financial tables herein, which include the correction of non-material errors in previously reported results.
The company filed a Form 12b-25 with the Securities and Exchange Commission and disclosed that it expects to file its Form 10-K prior to the expiration of the extension period.
Capital Allocation
On February 13, 2024, the company declared a regular cash dividend of $0.25 per share to be paid on April 26, 2024 to all common stockholders of record as of April 12, 2024.
Subsequent Events
On February 26, 2024, the company entered into an amendment to its revolving credit facility to enable certain addbacks to financial covenants for specific write-downs of inventory and vendor receivables. As of December 30, 2023, considering the amendment, the company was in compliance with the credit facility’s financial covenants.
Full Year 2024 Guidance (1)
"In 2024, we are refining our operational improvement plans and building on the decisive actions we have taken to turn around the company’s performance. We are committed to improving overall productivity and taking a disciplined approach to reducing expenses, which will support our focus on investing in our team members. Our 2024 full year guidance is reflective of the steps we must take to reset the business and solidify our foundation for the long-term," said Ryan Grimsland, executive vice president and chief financial officer.
| 2024 | ||||||||||||||
| ($ in millions, except per share data) | Low | High | ||||||||||||
| Net sales | $ | 11,300 | $ | 11,400 | ||||||||||
Comparable store sales (2) | 0.0 | % | 1.0 | % | ||||||||||
| Operating income margin | 3.2 | % | 3.5 | % | ||||||||||
| Diluted EPS | $ | 3.75 | $ | 4.25 | ||||||||||
| Capital expenditures | $ | 200 | $ | 250 | ||||||||||
Free cash flow (3) | Minimum $250 | |||||||||||||
(1) The company is providing guidance as of February 28, 2024, which does not reflect any potential future acquisitions, dispositions or share repurchases.
(2) Comparable store sales include locations open for 13 complete accounting periods and excludes sales to independently owned Carquest locations.
(3) Free cash flow is a non-GAAP measure. For a better understanding of the company's adjusted results, refer to the reconciliation of non-GAAP adjustment in the accompanying financial tables included herein.
Investor Conference Call
The company will detail its results for the fourth quarter and full year 2023 via a webcast scheduled to begin at 8 a.m. Eastern Time on Wednesday, February 28, 2024. The webcast will be accessible via the Investor Relations page of the company's website (ir.AdvanceAutoParts.com).
To join by phone, please pre-register online for dial-in and passcode information. Upon registering, participants will receive a confirmation with call details and a registrant ID. While registration is open through the live call, the company suggests registering a minimum 10 minutes before the start of the call. A replay of the conference call will be available on the company's Investor Relations website for one year.
About Advance Auto Parts
Advance Auto Parts, Inc. is a leading automotive aftermarket parts provider that serves both professional installer and do-it-yourself customers. As of December 30, 2023, Advance operated 4,786 stores and 321 Worldpac branches primarily within the United States, with additional locations in Canada, Puerto Rico and the U.S. Virgin Islands. The company also served 1,245 independently owned Carquest branded stores across these locations in addition to Mexico and various Caribbean islands. Additional information about Advance, including employment opportunities, customer services, and online shopping for parts, accessories and other offerings can be found at www.AdvanceAutoParts.com.
Investor Relations Contact: | Media Contact: | ||||
| Elisabeth Eisleben | Darryl Carr | ||||
| T: (919) 227-5466 | T: (984) 389-7207 | ||||
E: invrelations@advanceautoparts.com | E: darryl.carr@advance-auto.com | ||||
Forward-Looking Statements
Certain statements herein are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are usually identifiable by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “likely,” “may,” “plan,” “position,” “possible,” “potential,” “probable,” “project,” “should,” “strategy,” “will,” or similar language. All statements other than statements of historical fact are forward-looking statements, including, but not limited to, statements about our strategic initiatives, operational plans and objectives, our ability to complete the potential divestiture of Worldpac and the company’s Canada business, the timing of the filing of our Annual Report on Form 10-K, improvements to our internal controls and expectations for economic conditions, future business results and future financial performance, as well as statements regarding underlying assumptions related thereto. Forward-looking statements reflect our views based on historical results, current information and assumptions related to future developments. Except as may be required by law, the company undertakes no obligation to update any forward-looking statements made herein. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements. They include, among others, factors related to the company’s leadership transition, the timing and implementation of our initiatives, our potential divestiture of Worldpac and the company's Canada business, our ability to hire, train and retain qualified employees, deterioration of general macroeconomic conditions, the highly competitive nature of our industry, demand for our products and services, complexities in our inventory and supply chain and challenges with transforming and growing our business. Please refer to “Item 1A. Risk Factors” of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as updated by our subsequent filings with the SEC, for a description of these and other risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements.
| Advance Auto Parts, Inc. and Subsidiaries | ||||||||||||||
| Condensed Consolidated Balance Sheets | ||||||||||||||
| (in thousands) | ||||||||||||||
| (unaudited) | ||||||||||||||
December 30, 2023 (1) | December 31, 2022 (1,2) | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 503,471 | $ | 270,805 | ||||||||||
| Receivables, net | 800,141 | 684,048 | ||||||||||||
| Inventories | 4,857,702 | 4,896,269 | ||||||||||||
| Other current assets | 215,707 | 163,695 | ||||||||||||
| Total current assets | 6,377,021 | 6,014,817 | ||||||||||||
| Property and equipment, net | 1,648,546 | 1,690,139 | ||||||||||||
| Operating lease right-of-use assets | 2,578,776 | 2,607,690 | ||||||||||||
| Goodwill | 991,743 | 990,471 | ||||||||||||
| Other intangible assets, net | 593,341 | 620,901 | ||||||||||||
| Other assets | 86,899 | 62,429 | ||||||||||||
| Total assets | $ | 12,276,326 | $ | 11,986,447 | ||||||||||
| Liabilities and Stockholders' Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 4,177,974 | $ | 4,178,907 | ||||||||||
| Accrued expenses | 671,237 | 629,464 | ||||||||||||
| Current portion of long-term debt | — | 185,000 | ||||||||||||
| Other current liabilities | 458,194 | 427,480 | ||||||||||||
| Total current liabilities | 5,307,405 | 5,420,851 | ||||||||||||
| Long-term debt | 1,786,361 | 1,188,283 | ||||||||||||
| Non-current operating lease liabilities | 2,215,766 | 2,278,318 | ||||||||||||
| Deferred income taxes | 362,542 | 410,749 | ||||||||||||
| Other long-term liabilities | 84,524 | 89,054 | ||||||||||||
| Total stockholders' equity | 2,519,728 | 2,599,192 | ||||||||||||
| Total liabilities and stockholders’ equity | $ | 12,276,326 | $ | 11,986,447 | ||||||||||
(1) This preliminary condensed consolidated balance sheet has been prepared on a basis consistent with the company's previously prepared balance sheets filed with the Securities and Exchange Commission ("SEC"), but does not include the footnotes required by accounting principles generally accepted in the United States of America (“GAAP”).
(2) The fifty-two weeks ended December 31, 2022 reflect the corrected results as depicted in the financial tables herein, which include the correction of non-material errors the company discovered in previously reported results.
| Advance Auto Parts, Inc. and Subsidiaries | ||||||||||||||||||||||||||
| Condensed Consolidated Statements of Operations | ||||||||||||||||||||||||||
| (in thousands, except per share data) | ||||||||||||||||||||||||||
| (unaudited) | ||||||||||||||||||||||||||
| Twelve Weeks Ended | Twelve Weeks Ended | Fifty-Two Weeks Ended | Fifty-Two Weeks Ended | |||||||||||||||||||||||
December 30, 2023 (1) | December 31, 2022 (1,2) | December 30, 2023 (1) | December 31, 2022 (1,2) | |||||||||||||||||||||||
| Net sales | $ | 2,464,869 | $ | 2,473,745 | $ | 11,287,607 | $ | 11,154,722 | ||||||||||||||||||
| Cost of sales | 1,514,028 | 1,394,853 | 6,764,105 | 6,222,487 | ||||||||||||||||||||||
| Gross profit | 950,841 | 1,078,892 | 4,523,502 | 4,932,235 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 999,407 | 959,583 | 4,409,125 | 4,261,982 | ||||||||||||||||||||||
| Operating (loss) income | (48,566) | 119,309 | 114,377 | 670,253 | ||||||||||||||||||||||
| Other, net: | ||||||||||||||||||||||||||
| Interest expense | (18,062) | (15,946) | (88,055) | (51,060) | ||||||||||||||||||||||
| Loss on early redemptions of senior unsecured notes | — | — | — | (7,408) | ||||||||||||||||||||||
| Other income (expense), net | 5,731 | (2,141) | 5,525 | (7,423) | ||||||||||||||||||||||
| Total other, net | (12,331) | (18,087) | (82,530) | (65,891) | ||||||||||||||||||||||
| (Loss) Income before provision for income taxes | (60,897) | 101,222 | 31,847 | 604,362 | ||||||||||||||||||||||
| Provision for income taxes | (25,770) | 18,318 | 2,112 | 139,960 | ||||||||||||||||||||||
| Net (loss) income | $ | (35,127) | $ | 82,904 | $ | 29,735 | $ | 464,402 | ||||||||||||||||||
| Basic (loss) earnings per common share | $ | (0.59) | $ | 1.40 | $ | 0.50 | $ | 7.70 | ||||||||||||||||||
| Weighted average common shares outstanding | 59,504 | 59,333 | 59,432 | 60,351 | ||||||||||||||||||||||
| Diluted (loss) earnings per common share | $ | (0.59) | $ | 1.39 | $ | 0.50 | $ | 7.65 | ||||||||||||||||||
| Weighted average common shares outstanding | 59,675 | 59,623 | 59,608 | 60,717 | ||||||||||||||||||||||
(1) These preliminary condensed consolidated statements of operations have been prepared on a basis consistent with the company's previously prepared statements of operations filed with the SEC, but do not include the footnotes required by GAAP.
(2) The twelve weeks ended December 31, 2022 and fifty-two weeks ended December 31, 2022 reflect the corrected results as depicted in the financial tables herein, which include the correction of non-material errors the company discovered in previously reported results.
| Advance Auto Parts, Inc. and Subsidiaries | ||||||||||||||
| Condensed Consolidated Statements of Cash Flows | ||||||||||||||
| (in thousands) | ||||||||||||||
| (unaudited) | ||||||||||||||
| Fifty-Two Weeks Ended | ||||||||||||||
December 30, 2023 (1) | December 31, 2022 (1,2) | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | $ | 29,735 | $ | 464,402 | ||||||||||
| Depreciation and amortization | 306,454 | 283,800 | ||||||||||||
| Share-based compensation | 45,647 | 50,978 | ||||||||||||
| Loss on early redemption of senior unsecured notes | — | 7,408 | ||||||||||||
| Provision for deferred income taxes | (47,782) | 16,528 | ||||||||||||
| Other, net | 2,813 | 6,168 | ||||||||||||
| Net change in: | ||||||||||||||
| Receivables, net | (114,665) | 67,147 | ||||||||||||
| Inventories | 44,821 | (229,643) | ||||||||||||
| Accounts payable | (4,645) | 227,774 | ||||||||||||
| Accrued expenses | 115,673 | (167,723) | ||||||||||||
| Other assets and liabilities, net | (91,987) | 9,732 | ||||||||||||
| Net cash provided by operating activities | 286,064 | 736,571 | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Purchases of property and equipment | (242,411) | (424,061) | ||||||||||||
| Purchase of intangible asset | — | (1,900) | ||||||||||||
| Proceeds from sales of property and equipment | 6,922 | 1,513 | ||||||||||||
| Net cash used in investing activities | (235,489) | (424,448) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Payments on senior unsecured notes | — | (201,081) | ||||||||||||
| Borrowings under credit facilities | 4,805,000 | 2,035,000 | ||||||||||||
| Payments on credit facilities | (4,990,000) | (1,850,000) | ||||||||||||
| Proceeds from issuance of senior unsecured notes, net | 599,571 | 348,618 | ||||||||||||
| Dividends paid | (209,293) | (336,230) | ||||||||||||
| Repurchases of common stock | (14,518) | (618,480) | ||||||||||||
| Other, net | (182) | 1,469 | ||||||||||||
| Net cash provided by (used in) financing activities | 190,578 | (620,704) | ||||||||||||
| Effect of exchange rate changes on cash | (8,487) | (8,664) | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | 232,666 | (317,245) | ||||||||||||
Cash and cash equivalents, beginning of period | 270,805 | 588,050 | ||||||||||||
Cash and cash equivalents, end of period | $ | 503,471 | $ | 270,805 | ||||||||||
(1) This preliminary condensed consolidated statement of cash flows has been prepared on a basis consistent with the company's previously prepared statements of operations filed with the SEC, but does not include the footnotes required by GAAP.
(2) The fifty-two weeks ended December 31, 2022 reflect the corrected results as depicted in the financial tables herein, which include the correction of the non-material errors the company discovered in previously reported results.
Restatement of Previously Issued Financial Statements
In connection with the preparation of the financial statements for the fourth quarter of 2023, the company identified additional errors primarily impacting cost of sales and selling, general and administrative costs. The company evaluated the errors and determined that the related impacts were not material to the previously issued consolidated financial statements for any prior period. A summary of the corrections to the impacted financial statement line items in our Consolidated Balance Sheet as of December 31, 2022 and our Consolidated Statements of Operations for the and Consolidated Statement of Cash Flows for the year ended December 31, 2022 included in our previously filed Annual Report on Form 10-K and our Consolidated Statements of Operations for the twelve weeks ended December 31, 2022 included in our previously filed Form 8-K and earnings release are presented below:
| Condensed Consolidated Balance Sheet | |||||||||||||||||
| December 31, 2022 | |||||||||||||||||
| As Previously Reported | Adjustments | As Corrected | |||||||||||||||
| Assets | |||||||||||||||||
| Cash and cash equivalents | $ | 269,282 | $ | 1,523 | $ | 270,805 | |||||||||||
| Receivables, net | 698,613 | (14,565) | 684,048 | ||||||||||||||
| Inventories, net | 4,915,262 | (18,993) | 4,896,269 | ||||||||||||||
| Total current assets | 6,046,852 | (32,035) | 6,014,817 | ||||||||||||||
| Total assets | $ | 12,018,482 | $ | (32,035) | $ | 11,986,447 | |||||||||||
| Liabilities and Stockholders’ Equity | |||||||||||||||||
| Accounts payable | $ | 4,123,462 | $ | 55,445 | $ | 4,178,907 | |||||||||||
| Accrued expenses | 634,447 | (4,983) | 629,464 | ||||||||||||||
| Total current liabilities | 5,370,389 | 50,462 | 5,420,851 | ||||||||||||||
| Deferred income taxes | 415,997 | (5,248) | 410,749 | ||||||||||||||
| Other long-term liabilities | 87,214 | 1,840 | 89,054 | ||||||||||||||
| Total liabilities | 9,340,201 | 47,054 | 9,387,255 | ||||||||||||||
| Accumulated other comprehensive loss | (45,143) | 448 | (44,695) | ||||||||||||||
| Retained earnings | 4,744,624 | (79,537) | 4,665,087 | ||||||||||||||
| Total stockholders’ equity | 2,678,281 | (79,089) | 2,599,192 | ||||||||||||||
| Total liabilities and stockholders’ equity | $ | 12,018,482 | $ | (32,035) | $ | 11,986,447 | |||||||||||
| Condensed Consolidated Statement of Operations | |||||||||||||||||||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||||||||||||||
| Twelve Weeks Ended | Fifty-Two Weeks Ended | ||||||||||||||||||||||||||||||||||
| As Previously Reported | Adjustments | As Corrected | As Previously Reported | Adjustments | As Corrected | ||||||||||||||||||||||||||||||
| Cost of sales | $ | 1,383,734 | $ | 11,119 | $ | 1,394,853 | $ | 6,192,622 | $ | 29,865 | $ | 6,222,487 | |||||||||||||||||||||||
| Gross profit | 1,090,011 | (11,119) | 1,078,892 | 4,962,100 | (29,865) | 4,932,235 | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 958,009 | 1,574 | 959,583 | 4,247,949 | 14,033 | 4,261,982 | |||||||||||||||||||||||||||||
| Operating income | 132,002 | (12,693) | 119,309 | 714,151 | (43,898) | 670,253 | |||||||||||||||||||||||||||||
| Other (expense) income, net | 11,320 | (13,461) | (2,141) | (6,996) | (427) | (7,423) | |||||||||||||||||||||||||||||
| Total other, net | (4,626) | (13,461) | (18,087) | (65,464) | (427) | (65,891) | |||||||||||||||||||||||||||||
| Income before provision for income taxes | 127,376 | (26,154) | 101,222 | 648,687 | (44,325) | 604,362 | |||||||||||||||||||||||||||||
| Provision for income taxes | 20,679 | (2,361) | 18,318 | (146,815) | 6,855 | (139,960) | |||||||||||||||||||||||||||||
| Net income | $ | 106,697 | $ | (23,793) | $ | 82,904 | $ | 501,872 | $ | (37,470) | $ | 464,402 | |||||||||||||||||||||||
| Basic earnings per share | $ | 1.80 | $ | (0.40) | $ | 1.40 | $ | 8.32 | $ | (0.62) | $ | 7.70 | |||||||||||||||||||||||
| Diluted earnings per common share | $ | 1.79 | $ | (0.40) | $ | 1.39 | $ | 8.27 | $ | (0.62) | $ | 7.65 | |||||||||||||||||||||||
| Condensed Consolidated Statement of Cash Flows | |||||||||||||||||
| Fifty-Two Weeks Ended December 31, 2022 | |||||||||||||||||
| As Previously Reported | Adjustments | As Corrected | |||||||||||||||
| Net income | $ | 501,872 | $ | (37,470) | $ | 464,402 | |||||||||||
| Provision for deferred income taxes | 6,338 | 10,190 | 16,528 | ||||||||||||||
| Net change in: | |||||||||||||||||
| Receivables, net | 81,254 | (14,107) | 67,147 | ||||||||||||||
| Inventories, net | (272,253) | 42,610 | (229,643) | ||||||||||||||
| Accounts payable | 212,568 | 15,206 | 227,774 | ||||||||||||||
| Accrued expenses | (165,643) | (2,080) | (167,723) | ||||||||||||||
| Net cash provided by operating activities | 722,222 | 14,349 | 736,571 | ||||||||||||||
| Effect of exchange rate changes on cash | (9,216) | 552 | (8,664) | ||||||||||||||
| Net (decrease) increase in cash and cash equivalents | (332,146) | 14,901 | (317,245) | ||||||||||||||
| Cash and cash equivalents, beginning of period | 601,428 | (13,378) | 588,050 | ||||||||||||||
| Cash and cash equivalents, end of period | $ | 269,282 | $ | 1,523 | $ | 270,805 | |||||||||||
Reconciliation of Non-GAAP Financial Measures
The company's financial results include certain financial measures not derived in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Management uses Free cash flow as a measure of its liquidity and believes it is a useful indicator for potential investors of the company's ability to implement growth strategies and service debt. Free cash flow is a non-GAAP measure and should be considered in addition to, but not as a substitute for, information contained in the company's condensed consolidated statement of cash flows as a measure of liquidity.
Reconciliation of Free Cash Flow:(1) | ||||||||||||||
| Fifty-Two Weeks Ended | ||||||||||||||
| (in thousands) | December 30, 2023 | December 31, 2022 | ||||||||||||
| Cash flows from operating activities | $ | 286,064 | $ | 736,571 | ||||||||||
| Purchases of property and equipment | (242,411) | (424,061) | ||||||||||||
| Free cash flow | $ | 43,653 | $ | 312,510 | ||||||||||
Adjusted Debt to Adjusted EBITDAR Ratio: (1) | ||||||||||||||
| Four Quarters Ended | ||||||||||||||
| (in thousands, except adjusted debt to adjusted EBITDAR ratio) | December 30, 2023 | December 31, 2022 | ||||||||||||
| Total GAAP debt | $ | 1,786,361 | $ | 1,373,283 | ||||||||||
| Add: Operating lease liabilities | 2,660,827 | 2,692,861 | ||||||||||||
| Adjusted debt | $ | 4,447,188 | $ | 4,066,144 | ||||||||||
| GAAP Net income | $ | 29,735 | $ | 464,402 | ||||||||||
| Depreciation and amortization | 306,454 | 283,800 | ||||||||||||
| Interest expense | 88,055 | 51,060 | ||||||||||||
| Other expense (income), net | (5,525) | 7,423 | ||||||||||||
| Provision for income taxes | 2,112 | 139,960 | ||||||||||||
| Rent expense | 613,859 | 594,838 | ||||||||||||
| Share-based compensation | 45,647 | 50,978 | ||||||||||||
Other nonrecurring charges (2) | 12,419 | 7,408 | ||||||||||||
| Transformation related charges | 29,719 | 37,083 | ||||||||||||
| Adjusted EBITDAR | $ | 1,122,475 | $ | 1,636,952 | ||||||||||
| Adjusted debt to adjusted EBITDAR ratio | 4.0 | 2.5 | ||||||||||||
(1)The fifty-two weeks ended December 31, 2022 reflect the corrected results as depicted in the financial tables herein, which include the correction of non-material errors the company discovered in previously reported results.
(2) The adjustments to the four quarters ended December 30, 2023 include expenses associated with our remediation efforts and executive search charges and the adjustments to the four quarters ended December 31, 2022 represent charges incurred resulting from the early redemption of the company's 2023 senior unsecured notes.
NOTE: Management believes its Adjusted Debt to Adjusted EBITDAR ratio (“leverage ratio”) is a key financial metric for debt securities, as reviewed by rating agencies, and believes its debt levels are best analyzed using this measure. The company’s goal is to maintain an investment grade rating. The company's credit rating directly impacts the interest rates on borrowings under its existing credit facility and could impact the company's ability to obtain additional funding. If the company was unable to maintain its investment grade rating, this could negatively impact future performance and limit growth opportunities. Similar measures are utilized in the calculation of the financial covenants and ratios contained in the company's financing arrangements. The leverage ratio calculated by the company is a non-GAAP measure and should not be considered a substitute for debt to net earnings, net earnings or debt as determined in accordance with GAAP. The company adjusts the calculation to remove rent expense and to add back the company’s existing operating lease liabilities related to their right-of-use assets to provide a more meaningful comparison with the company’s peers and to account for differences in debt structures and leasing arrangements. The company’s calculation of its leverage ratio might not be calculated in the same manner as, and thus might not be comparable to, similarly titled measures by other companies.
Store Information:
During the fifty-two weeks ended December 30, 2023, 61 stores and branches were opened and 40 were closed or consolidated, resulting in a total of 5,107 stores and branches as of December 30, 2023, compared with a total of 5,086 stores and branches as of December 31, 2022.
The below table summarizes the changes in the number of company-operated stores and branches during the twelve and fifty-two weeks ended December 30, 2023:
| Twelve Weeks Ended | ||||||||||||||||||||||||||||||||
| AAP | CARQUEST | WORLDPAC (1) | Total | |||||||||||||||||||||||||||||
| October 7, 2023 | 4,477 | 308 | 320 | 5,105 | ||||||||||||||||||||||||||||
| New | 9 | — | 1 | 10 | ||||||||||||||||||||||||||||
| Closed | (3) | (5) | — | (8) | ||||||||||||||||||||||||||||
| Relocated | 1 | (1) | — | — | ||||||||||||||||||||||||||||
| December 30, 2023 | 4,484 | 302 | 321 | 5,107 | ||||||||||||||||||||||||||||
| Fifty-Two Weeks Ended | ||||||||||||||||||||||||||||||||
| AAP | CARQUEST | WORLDPAC (1) | Total | |||||||||||||||||||||||||||||
| December 31, 2022 | 4,440 | 330 | 316 | 5,086 | ||||||||||||||||||||||||||||
| New | 55 | 1 | 5 | 61 | ||||||||||||||||||||||||||||
| Closed | (13) | (27) | — | (40) | ||||||||||||||||||||||||||||
| Relocated | 2 | (2) | — | — | ||||||||||||||||||||||||||||
| December 30, 2023 | 4,484 | 302 | 321 | 5,107 | ||||||||||||||||||||||||||||
(1) Certain converted Autopart International (AI) locations will remain branded as AI going forward.