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SEC Filings

8-K
ADVANCE AUTO PARTS INC filed this Form 8-K on 11/30/2001
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             NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

                  (amounts in thousand, except per share data)

The Unaudited Pro Forma Consolidated Balance Sheet reflects the merger as if it
occurred as of October 6, 2001 (actual amounts may differ significantly from the
pro forma amounts estimated below).

(1) Reflects increases and decreases in cash resulting from the pro forma
adjustments:


<TABLE>
<S>                                                                   <C>
Cash increases:
Proceeds from the issuance of the following: (See note (5) below)
Revolving credit facility .........................................   $       -
Tranche A term loan facility ......................................     180,000
Tranche B term loan facility ......................................     305,000
New senior subordinated notes .....................................     185,600
                                                                      ---------
     Total cash inflows ...........................................     670,600
                                                                      ---------

Cash decreases:
Cash portion of purchase price for acquisition (a) ................    (128,479)
Repayment of Discount's existing long-term debt (b) ...............    (217,108)
Repayment of ASCI senior debt under existing deferred term
   loan, delayed draw, revolving credit and Tranche B facilities
   (See note (5) below) ...........................................    (260,299)
Purchase of Discount's Gallman distribution facility from the
   lessor .........................................................     (34,082)
Estimated debt issuance costs (See note (4) below) ................     (22,350)
Estimated stock issuance costs (See note (8) below) ...............      (6,325)
Estimated acquisition related costs (See note (2) below) ..........      (6,325)
                                                                      ---------
     Total cash outflows ..........................................    (674,968)
                                                                      ---------

Net impact on cash ................................................   $  (4,368)
                                                                      =========
</TABLE>


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(a)  Amount includes $125,436 to purchase approximately 16,724,756 shares of
     Discount's common stock at $7.50 per share and $3,043 to purchase
     outstanding in the money options to acquire Discount common stock.

(b)  Amount includes $210,808 to retire long-term debt outstanding and $6,300 in
     debt prepayment penalties.

(2) The merger will be accounted for as a purchase in accordance with Statement
of Financial Accounting Standards No. 141, Business Combinations. The purchase
price is being allocated first to the tangible assets and liabilities of
Discount based upon preliminary estimates of their fair market values, assuming
the merger had occurred on October 6, 2001, with the excess of the estimated
fair market value of the net assets acquired over the purchase price allocated
on a pro rata basis to reduce property and equipment and intangible assets for
pro forma purposes, as follows:


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