UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 000-21789
LITHIA MOTORS, INC.
Oregon (State or other jurisdiction of incorporation or organization) |
93-0572810 (I.R.S. Employer Identification No.) |
|
360 E. Jackson Street, Medford, Oregon (Address of principal executive offices) |
97501 (Zip Code) |
541-776-6899
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant was $212,850,706, computed by reference to the last sales price ($26.92) as reported by the New York Stock Exchange for the Registrants Class A common stock, as of the last business day of the Registrants most recently completed second fiscal quarter (June 28, 2002).
The number of shares outstanding of the Registrants common stock as of March 20, 2003 was: Class A: 14,359,448 shares and Class B: 3,762,231 shares.
Documents Incorporated by Reference
The Registrant has incorporated into Part III of Form 10-K, by reference, portions of its Proxy Statement for its 2003 Annual Meeting of Shareholders.
LITHIA MOTORS, INC.
2002 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Page | |||
PART I | |||
Item 1. | Business | 2 | |
Item 2. | Properties | 14 | |
Item 3. | Legal Proceedings | 14 | |
Item 4. | Submission of Matters to a Vote of Security Holders | 14 | |
PART II | |||
Item 5. | Market for Registrants Common Equity and Related Stockholder Matters | 15 | |
Item 6. | Selected Financial Data | 15 | |
Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 16 | |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 26 | |
Item 8. | Financial Statements and Supplementary Data | 28 | |
Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 28 | |
PART III | |||
Item 10. | Directors and Executive Officers of the Registrant | 28 | |
Item 11. | Executive Compensation | 28 | |
Item 12. | Security Ownership of Certain Beneficial Owners and Management | 28 | |
Item 13. | Certain Relationships and Related Transactions | 28 | |
Item 14. | Controls and Procedures | 29 | |
PART IV | |||
Item 15. | Exhibits, Financial Statement Schedules and Reports on Form 8-K | 29 | |
Signatures | 33 | ||
Certifications | 34 |
1
PART I
Item 1. Business
Forward Looking Statements and Risk Factors
Some of the statements under the sections entitled Risk Factors, Managements Discussion and Analysis of Financial Condition and Results of Operations and Business and elsewhere in this Form 10-K constitute forward-looking statements. In some cases, you can identify forward-looking statements by terms such as may, will, should, expect, plan, intend, forecast, anticipate, believe, estimate, predict, potential, and continue or the negative of these terms or other comparable terminology. The forward-looking statements contained in this Form 10-K involve known and unknown risks, uncertainties and situations that may cause our actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. Some of the important factors that could cause actual results to differ from our expectations are discussed in Exhibit 99.3 to this Form 10-K.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements.
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934 as amended (the Exchange Act). You can inspect and copy our reports, proxy statements, and other information filed with the SEC at the offices of the SECs Public Reference Rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. The SEC maintains an Internet Web site at http://www.sec.gov/ where you can obtain most of our SEC filings. In addition, you can inspect our reports and other information at the offices of the New York Stock Exchange at 20 Broad Street, New York, NY 10005. We also make available free of charge on our website at www.lithia.com our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after they are filed electronically with the SEC. You can also obtain copies of these reports by contacting Investor Relations at 541-776-6591.
Overview
We are a leading operator of automotive franchises and retailer of new and used vehicles and services. As of March 14, 2003, we offered 24 brands of new vehicles through 132 franchises in 71 stores in the western United States and over the Internet. As of March 14, 2003, we operate 17 stores in Oregon, 12 in California, 10 in Washington, 7 in Texas, 6 in Idaho, 6 in Colorado, 5 in Nevada, 3 in South Dakota, 3 in Alaska and 2 in Nebraska. We sell new and used cars and light trucks; sell replacement parts; provide vehicle maintenance, warranty, paint and repair services; and arrange related financing and insurance for our automotive customers. Over 75% of our stores are located in cities where
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our store does not compete directly with any other franchised dealers selling the same brand.
We achieve gross margins above industry averages by selling a higher ratio of retail used vehicles to new vehicles and by arranging finance and extended warranty contracts for a greater percentage of our customers. In 2002, we achieved a gross margin of 15.8%.
We were founded in 1946 and incorporated in 1968. Our two senior executives have managed the company for more than 30 years. Since our initial public offering in 1996, we have grown from 5 to 71 stores, primarily through an aggressive acquisition program, increasing annual revenues from $143 million in 1996 to $2.4 billion in 2002. In addition, since our initial public offering through December 31, 2002, we have achieved average annual growth rates of 66% per year for revenues, 59% per year for net income and 25% per year for earnings per share, together with a 4.4% average annual same store sales increase.
The Industry
At approximately $1.0 trillion in annual sales, automotive retailing is the largest retail trade sector in the United States and comprises roughly 10% of the GDP. The industry is highly fragmented with the 100 largest automotive retailers generating approximately 16% of total industry revenues in 2001. The number of franchised stores has declined significantly since 1960 from more than 36,000 stores to approximately 22,000 in 2001. In the U.S., vehicles can be purchased from approximately 22,000 franchised dealers, 53,000 independent used vehicle dealers, or through casual (person to person) transactions. New vehicles can only be sold through automotive retail stores franchised by auto manufacturers. These franchise stores have designated trade territories under state franchise law protection, which limits the number of new stores that can be opened in any given area.
Consolidation is expected to continue as many smaller automotive retailers are now considering selling or joining forces with larger retailer groups, given the large capital requirements necessary to operate in todays retail environment. With many owners reaching retirement age, often without clear succession plans, larger, well-capitalized automotive retailers provide an attractive exit strategy. We believe these factors, in conjunction with an uncertain economy, provide an attractive environment for continuing consolidation.
Unlike other retailing segments, automotive manufacturers provide unparalleled support to the automotive retailer. Manufacturers often bear the burden of markdown risks on slow-moving inventory as they provide aggressive dealer and customer incentives to clear aged inventory in order to free the inventory pipeline for new purchases. In addition, an automotive retailers cash investment in inventory is relatively small, given floorplan financing from manufacturers. Furthermore, manufacturers provide low-cost financing for working capital and acquisitions and credit to consumers to finance vehicle purchases, as well as pay retail prices to their dealers for servicing vehicles under manufacturers warranties.
Sales in the automotive sector are affected by general economic conditions including rates of employment, income growth, interest rates and general consumer sentiment.
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New vehicle sales usually decline during a weak economy; however, the higher margin service and parts business typically benefits in the same environment because consumers tend to keep their vehicles longer. Strong sales of new vehicles in recent years have provided a population of vehicles for future service and parts revenues. Automotive retailers benefit from their designation as an exclusive warranty and recall service provider of a manufacturer. For the typical manufacturers warranty, this provides an automotive retailer with a period of at least 3 years of repeat business for service covered by warranty. Extended warranties can add two or more years to this repeat servicing period.
Automotive retailers profitability varies widely and depends in part on product mix, effective management of inventory, marketing, quality control and responsiveness to customers. Historically, new vehicles account for an estimated 60% of industry revenues, but only 35% of gross profits. The remaining 40% of revenues are derived from used vehicles sales (26%), service and parts (10%) and finance and insurance (4%), which combine to contribute 65% of the sectors gross profits. Gross margins on new vehicles typically average approximately 8.5%, versus 11.3% for retail used vehicles. The difference is primarily a function of the non-comparability among used vehicles and lack of standardized pricing.
Automotive retailers have much lower fixed overhead costs than automobile manufacturers and parts suppliers. Variable and discretionary costs, such as sales commissions and personnel, advertising and inventory finance expenses, can be adjusted to match new vehicle sales. Variable and discretionary costs account for an estimated 60-65% of the industrys total expenses. Moreover, an automotive retailer can enhance its profitability from sales of higher margin products and services. Gross margins for the parts and service business are significantly higher at approximately 48%, given the labor-intensive nature of the product category. Gross margins for finance and insurance are virtually 100% as they are fee driven income items. These supplemental, high margin products and services provide substantial incremental revenue and net income, decreasing the reliance on the highly competitive new vehicle sales.
Store Operations
Each store is its own profit center and is managed by an experienced general manager who has primary responsibility for inventory, advertising, pricing and personnel. In order to provide additional support for improving performance, we make available to each store a team of specialists in new vehicle sales, used vehicle sales, finance and insurance, service and parts, and back-office administration.
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The following tables set forth information about our stores:
Percent of | |||||||||||||
Number of | Number of | Total Revenue | |||||||||||
State | Stores | Franchises | in 2002 | ||||||||||
Oregon |
17 | 36 | 19 | % | |||||||||
California |
12 | 20 | 18 | ||||||||||
Washington |
10 | 18 | 16 | ||||||||||
Colorado |
6 | 14 | 12 | ||||||||||
Texas |
7 | 15 | 12 | ||||||||||
Idaho |
6 | 10 | 8 | ||||||||||
Nevada |
5 | 8 | 5 | ||||||||||
South Dakota |
3 | 3 | 4 | ||||||||||
Alaska |
3 | 5 | 3 | ||||||||||
Nebraska |
2 | 2 | 3 | ||||||||||
Total |
71 | 132 | 100 | % | |||||||||
Year | ||||||||
Opened/ | ||||||||
Location | Store | Franchises | Acquired | |||||
CALIFORNIA | ||||||||
Concord
|
Lithia Dodge of Concord | Dodge, Dodge Truck | 1997 | |||||
Lithia Ford of Concord | Ford | 1997 | ||||||
Lithia Volkswagen of Concord | Volkswagen | 1997 | ||||||
Fresno |
Lithia Ford of Fresno | Ford | 1997 | |||||
Lithia Nissan Hyundai of Fresno | Nissan, Hyundai | 1998 | ||||||
Lithia Mazda Suzuki of Fresno | Mazda, Suzuki | 1997 | ||||||
Napa |
Lithia Ford Lincoln Mercury of Napa | Ford, Lincoln, Mercury | 1997 | |||||
Redding |
Lithia Chevrolet of Redding | Chevrolet | 1998 | |||||
Lithia Toyota of Redding | Toyota | 1998 | ||||||
Vacaville |
Lithia Toyota of Vacaville | Toyota | 1996 | |||||
Burlingame |
Lithia Chrysler Jeep Dodge of Burlingame
|
Chrysler, Dodge, Dodge Truck, Jeep | 2002 | |||||
Salinas
|
Chevrolet of Salinas | Chevrolet | 2003 | |||||
OREGON | ||||||||
Eugene
|
Lithia Dodge of Eugene | Dodge, Dodge Truck | 1996 | |||||
Lithia Nissan of Eugene | Nissan | 1998 | ||||||
Saturn of Eugene | Saturn | 2000 | ||||||
Grants
Pass |
Lithias Grants Pass Auto Center | Dodge, Dodge Truck, Chrysler, Jeep | Pre-IPO | |||||
Klamath
Falls |
Lithia Klamath Falls Auto Center | Toyota, Dodge, Dodge Truck, Chrysler, Jeep | 1999 | |||||
Medford |
Lithia Chrysler Jeep Dodge | Dodge, Dodge Truck, Chrysler, Jeep | Pre-IPO | |||||
Lithia Honda | Honda | Pre-IPO | ||||||
Lithia Lincoln Mercury Suzuki Mazda | Lincoln, Mercury, Mazda, Suzuki | Pre-IPO | ||||||
Lithia Nissan | Nissan | 1998 | ||||||
Medford BMW | BMW | 1998 | ||||||
Lithia Toyota | Toyota | Pre-IPO | ||||||
Lithia Volkswagen | Volkswagen | Pre-IPO | ||||||
Saturn of Southwest Oregon | Saturn | Pre-IPO | ||||||
Oregon City
(Portland) |
Lithia Subaru of Oregon City | Subaru | 2002 | |||||
Roseburg |
Lithia Ford Lincoln Mercury of Roseburg
|
Ford, Lincoln, Mercury | 1999 | |||||
Lithia Chrysler Jeep Dodge of Roseburg
|
Dodge, Dodge Truck, Chrysler, Jeep | 1999 | ||||||
Springfield (Eugene)
|
Lithia Dodge of Springfield | Toyota | 1998 | |||||
COLORADO | ||||||||
Aurora (Denver)
|
Lithia Dodge of Cherry Creek | Dodge, Dodge Truck | 1999 | |||||
Lithia Colorado Chrysler Jeep | Chrysler, Jeep | 1999 | ||||||
Colorado Springs |
Lithia Colorado Springs Jeep Chrysler | Jeep, Chrysler | 1999 | |||||
Englewood (Denver) |
Lithia Centennial Chrysler Jeep | Chrysler, Jeep | 1999 | |||||
Fort Collins |
Lithia Foothills Chrysler Hyundai | Dodge, Dodge Truck, Chrysler, Hyundai, Jeep | 1999 | |||||
Thornton (Denver) |
Lithia Volkswagen of Thornton | Volkswagen | 2002 |
5
Year | ||||||||
Opened/ | ||||||||
Location | Store | Franchises | Acquired | |||||
WASHINGTON | ||||||||
Bellevue (Seattle) |
Chevrolet Hummer of Bellevue | Chevrolet | 2001 | |||||
Hummer | 2002 | |||||||
Issaquah (Seattle) |
Chevrolet of Issaquah | Chevrolet | 2001 | |||||
Kennewick |
Honda of Tri-Cities | Honda | 2000 | |||||
Lithia Dodge of Tri-Cities | Dodge, Dodge Truck | 1999 | ||||||
Renton |
Lithia Chrysler Jeep Dodge of Renton | Chrysler, Jeep, Dodge, Dodge Truck | 2000 | |||||
Lithia Hyundai of Renton | Hyundai | 2002 | ||||||
Richland |
Lithia Ford of Tri-Cities | Ford | 2000 | |||||
Seattle |
BMW Seattle | BMW | 2001 | |||||
Spokane |
Lithia Camp Chevrolet | Chevrolet, Cadillac | 1998 | |||||
Lithia Camp Imports | Subaru, BMW, Volvo | 1998 | ||||||
IDAHO | ||||||||
Boise |
Lithia Ford of Boise | Ford | 2000 | |||||
Chevrolet of Boise | Chevrolet | 1999 | ||||||
Lithia Lincoln-Mercury Isuzu of Boise | Lincoln, Mercury, Isuzu | 1999 | ||||||
Caldwell |
Chevrolet of Caldwell | Chevrolet | 2001 | |||||
Pocatello |
Honda of Pocatello | Honda | 2001 | |||||
Lithia Chrysler Dodge Hyundai of
Pocatello
|
Chrysler, Dodge, Dodge Truck, Hyundai | 2001 | ||||||
NEVADA | ||||||||
Reno |
Lithia L/M/Audi Isuzu of Reno | Audi, Lincoln, Mercury, Isuzu | 1997 | |||||
Lithia Reno Hyundai | Hyundai | 1997 | ||||||
Lithia Reno Subaru | Subaru | 1999 | ||||||
Lithia Volkswagen of Reno | Volkswagen | 1998 | ||||||
Sparks
|
Lithia Sparks (satellite of Lithia Reno) | Suzuki, Lincoln, Mercury, Isuzu | 1997 | |||||
SOUTH DAKOTA | ||||||||
Sioux Falls |
Chevrolet of Sioux Falls | Chevrolet | 2000 | |||||
Lithia Dodge of Sioux Falls | Dodge | 2001 | ||||||
Lithia Subaru of Sioux Falls | Subaru | 2000 | ||||||
ALASKA | ||||||||
Anchorage |
Lithia Chrysler Jeep of Anchorage | Chrysler, Jeep | 2001 | |||||
Lithia Dodge of South Anchorage | Dodge, Dodge Truck | 2001 | ||||||
Lithia Hyundai of Anchorage | Hyundai | 2003 | ||||||
TEXAS | ||||||||
San Angelo |
All American Chrysler Jeep Dodge of San Angelo
|
Dodge, Dodge Truck, Jeep, Chrysler | 2002 | |||||
Honda of San Angelo | Honda | 2002 | ||||||
All American Chevrolet of San Angelo
|
Chevrolet | 2002 | ||||||
Odessa |
All American Chrysler Jeep Dodge of Odessa
|
Dodge, Dodge Truck, Jeep, Chrysler | 2002 | |||||
All American Chevrolet of Odessa | Chevrolet | 2002 | ||||||
Midland |
All American Dodge-Hyundai of Midland
|
Dodge, Dodge Truck, Hyundai | 2002 | |||||
All American Chevrolet of Midland | Chevrolet | 2002 | ||||||
NEBRASKA | ||||||||
Omaha |
Lithia Ford of Omaha | Ford | 2002 | |||||
Mercedes-Benz of Omaha | Mercedes | 2002 |
6
New Vehicle Sales
In 2002, we sold 24 domestic and imported brands ranging from economy to luxury cars, sport utility vehicles, minivans and light trucks.
Percent of | ||||||||
New | ||||||||
Percent of | Vehicle | |||||||
Total | Sales in | |||||||
Manufacturer | Revenue | 2002 | ||||||
DaimlerChrysler (Chrysler, Dodge, Jeep,
Dodge Trucks) |
18.8 | % | 35.1 | % | ||||
General Motors (Chevrolet, Saturn) |
11.6 | 21.4 | ||||||
Ford (Ford, Lincoln, Mercury) |
7.2 | 13.4 | ||||||
Toyota |
4.5 | 8.3 | ||||||
BMW |
2.4 | 4.4 | ||||||
Volkswagen, Audi |
2.2 | 4.0 | ||||||
Subaru |
1.7 | 3.1 | ||||||
Honda |
1.5 | 2.8 | ||||||
Hyundai |
1.4 | 2.6 | ||||||
Nissan |
1.2 | 2.3 | ||||||
Mazda |
0.5 | 1.0 | ||||||
Suzuki |
0.3 | 0.5 | ||||||
Mercedes |
0.3 | 0.5 | ||||||
Isuzu |
0.2 | 0.3 | ||||||
Kia |
0.1 | 0.2 | ||||||
Volvo |
0.1 | 0.1 | ||||||
54.0 | % | 100.0 | % | |||||
Our unit and dollar sales of new vehicles were as follows:
Year Ended December 31, | ||||||||||||||||||||
1998 | 1999 | 2000 | 2001 | 2002 | ||||||||||||||||
New vehicle units |
17,708 | 28,645 | 37,230 | 39,875 | 49,504 | |||||||||||||||
New vehicle sales (in thousands) |
$ | 388,933 | $ | 674,453 | $ | 899,659 | $ | 993,635 | $ | 1,284,657 | ||||||||||
Average selling price |
$ | 21,964 | $ | 23,545 | $ | 24,165 | $ | 24,919 | $ | 25,951 |
We purchase our new car inventory directly from manufacturers, who allocate new vehicles to stores based on the number of vehicles sold by the store on a monthly basis and by the stores market area. We attempt to exchange vehicles with other automotive retailers to accommodate customer demand and to balance inventory.
We post the manufacturers suggested retail price (MSRP) on every vehicle, as required by law. We negotiate the final sales price of a new vehicle individually with the customer, selling many vehicles at a special marketing offered price called Promo Price, which is less than MSRP.
Used Vehicle Sales
At each new vehicle store, we also sell used vehicles. We employ a used vehicle manager at each location.
Retail used vehicle sales are an important part of our overall profitability. In 2002, retail used vehicle sales generated a gross margin of 12.5% compared with a gross margin of 8.5% for new vehicle sales.
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Our used vehicle operation gives us an opportunity to:
| generate sales to customers financially unable or unwilling to purchase a new vehicle; | ||
| increase new and used vehicle sales by aggressively pursuing customer trade-ins; and | ||
| increase service contract sales and provide financing to used vehicle purchasers. |
We currently sell approximately 0.85 retail used vehicles for every new vehicle sold, compared to the 2001 industry average ratio of approximately 0.77 to 1.
In addition to selling late model used cars, as do other new vehicle dealers, our stores emphasize sales of used vehicles three to ten years old. These vehicles sell for lower prices, but generate greater margins. We believe that selling a larger number of used vehicles makes us less susceptible to the effects of changes in the volume of new vehicle sales that result from economic conditions.
We acquire most of our used vehicles through customer trade-ins, but we also buy them at closed auctions, attended only by new vehicle automotive retailers with franchises for the brands offered. These auctions offer off-lease, rental and fleet vehicles. We also buy used vehicles at open auctions of repossessed vehicles and vehicles being sold by other automotive retailers.
In addition to selling used vehicles to retail customers, we sell vehicles in poor condition and vehicles that have not sold promptly to other automotive retailers and to wholesalers.
Our used vehicle sales are as follows:
Year Ended December 31, | ||||||||||||||||||||
1998 | 1999 | 2000 | 2001 | 2002 | ||||||||||||||||
Retail used units |
13,645 | 23,840 | 30,896 | 36,960 | 41,974 | |||||||||||||||
Retail used unit sales (in thousands) |
$ | 174,661 | $ | 314,300 | $ | 407,607 | $ | 497,428 | $ | 611,955 | ||||||||||
Average selling price |
$ | 12,800 | $ | 13,184 | $ | 13,193 | $ | 13,459 | $ | 14,579 | ||||||||||
Wholesale used units |
9,532 | 13,424 | 16,751 | 18,918 | 25,307 | |||||||||||||||
Wholesale used unit sales (in thousands) |
$ | 46,321 | $ | 62,107 | $ | 74,602 | $ | 87,987 | $ | 126,194 | ||||||||||
Average selling price |
$ | 4,860 | $ | 4,627 | $ | 4,454 | $ | 4,651 | $ | 4,987 | ||||||||||
Total used units |
23,177 | 37,264 | 47,647 | 55,878 | 67,281 | |||||||||||||||
Total used units sales (in thousands) |
$ | 220,982 | $ | 376,407 | $ | 482,209 | $ | 585,415 | $ | 738,149 |
Vehicle Financing, Extended Warranty and Insurance
We believe that arranging financing is critical to our ability to sell vehicles and related products and services. We provide a variety of financing and leasing alternatives to meet customer needs. Offering customer financing on a same day basis gives us an advantage, particularly over smaller competitors who do not generate enough sales to attract our breadth of financing sources.
Because of greater profit margins from sales of finance and insurance products, we try to arrange financing for every vehicle we sell. Our finance and insurance managers possess extensive knowledge of available financing alternatives and receive training in determining each customers financing needs so that the customer can purchase or lease a vehicle. The finance and insurance managers work closely with financing sources to quickly determine a
8
customers credit status and to confirm the type and amount of financing available to each customer.
In 2002, we arranged financing for 77% of our new vehicle sales and 73% of our retail used vehicle sales, compared to the 2001 industry averages of 55% and 59%, respectively. Our average finance and insurance revenue per vehicle totaled $886 in 2002 compared to the 2001 industry average of $438.
We receive a portion of the financing charge as fee income for each sale we finance. In 2002 and 2003, many automobile manufacturers have offered zero percent financing as sales incentives to new vehicle purchasers. Zero percent financing reduces, but does not eliminate, our per unit fee income from arranging financing, as we receive a fixed payment from the manufacturers in connection with such financing. Many customers do not qualify for zero percent financing, either because of their credit standing or because they require longer financing terms than offered for zero percent financing. Incentive financing programs, including zero percent programs, usually offer cash rebates as an alternative to reduced interest rates. A majority of eligible customers elect to receive cash rebates instead of incentive financing, usually using the cash rebate as a down payment to complete the purchase of a new vehicle with little or no cash out of pocket. We have been able to increase finance and insurance revenue per vehicle despite zero percent financing due to higher penetration of other finance and insurance products.
We usually arrange financing for customers from outside sources on a non-recourse basis to avoid the risk of default. During 2002, we directly financed less than 0.01% of our vehicle sales.
Our finance and insurance managers also market third-party extended warranty contracts and insurance contracts to our new and used vehicle buyers. These products and services yield higher profit margins than vehicle sales and contribute significantly to our profitability. Extended warranty contracts provide additional coverage for new vehicles beyond the duration or scope of the manufacturers warranty. The service contracts we sell to used vehicle buyers provide coverage for certain major repairs.
We also offer our customers third party credit life and health and accident insurance when they finance an automobile purchase and receive a commission on each policy sold. We also offer other products, such as protective coatings and automobile alarms.
Service, Body and Parts
Our automotive service, body and parts operations are an integral part of establishing customer loyalty and contribute significantly to our overall revenue and profits. We provide parts and service primarily for the new vehicle brands sold by our stores, but we also service other vehicles. In 2002, our service, body and parts operations generated $230.0 million in revenues, or 9.7% of total revenues. We set prices to reflect the difficulty of the types of repair and the cost and availability of parts.
The service, body and parts businesses provide important repeat revenues to the stores. We market our parts and service products by notifying the owners of vehicles purchased at our stores when their vehicles are due for periodic service. This encourages preventive maintenance rather than post-breakdown repairs. We offer a lifetime oil and filter service,
9
which in 2002 was purchased by 31% of our new and used vehicle buyers. This service helps us retain customers, and provides opportunities for repeat parts and service business. Revenues from the service, body and parts departments are important during economic downturns as owners tend to repair their existing used vehicles rather than buy new vehicles during such periods. This limits the effects of a drop in new vehicle sales.
We operate eighteen collision repair centers: three each in Oregon, Idaho and Texas; two each in South Dakota and California; and one each in Washington, Colorado, Nevada, Alaska and Nebraska. We work closely with the automobile insurance companies to provide collision repair services on claims at preferred rates based on the high volume of business. At our Medford, Oregon body shop, we provide office space to casualty insurers to process automobile claims. This helps generate further repair business.
Marketing
We market ourselves as Americas Car & Truck Store. We use most types of advertising, including television, newspaper, radio, direct mail, and an Internet web site. Advertising expense, net of manufacturer credits, was $17.8 million during 2002, with 46% of the total amount used for print media, 21% for television, 18% for radio and 15% for direct mail, Internet and other. We advertise to develop our image as a reputable automotive retailer, offering quality service, affordable automobiles and financing for all buyers. The automobile manufacturers pay for many of our advertising and marketing expenditures. The manufacturers also provide us with market research, which assists us in developing our own advertising and marketing campaigns. In addition, our stores advertise discounts or other promotions to attract customers. By owning a cluster of stores in a particular market, we save money from volume discounts and other media concessions. We also participate as a member of advertising cooperatives and associations, whose members pool their resources and expertise with manufacturers to develop advertising campaigns.
We maintain a web site (www.lithia.com) that generates leads and provides information for our customers. We use the Internet site as a marketing tool to familiarize customers with us, our stores and the products we sell, rather than to complete purchases. Although many customers use the Internet to research information about new vehicles, nearly all ultimately visit a store to complete the sale and take delivery of the vehicle. Our web site enables a customer to:
| locate our stores and identify the new vehicle brands sold at each store; | ||
| view new and used vehicle inventory; | ||
| schedule service appointments; | ||
| view Kelley Blue Book values; | ||
| visit our investor relations site; and | ||
| view employment opportunities. |
We emphasize customer satisfaction and strive to develop a reputation for quality and fairness. We train our sales personnel to identify an appropriate vehicle for each of our customers at an affordable price.
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We believe that our Driving America customer-oriented plan differentiates us from other automotive retail stores. Driving America commits us to provide:
| a complimentary credit check; | ||
| a complimentary used vehicle appraisal; | ||
| a 60-day/3,000 mile warranty on all used vehicles sold; and | ||
| a community donation for every vehicle sold. |
Management Information System
We consolidate, process and maintain financial information, operational and accounting data, and other related statistical information on centralized computers at our headquarters. We have a fully operational intranet with each store directly connected to headquarters. Our systems are based on an ADP platform for the main database, and information is processed and analyzed utilizing customized financial reporting software from Hyperion Solutions. Senior management can access detailed information from all of our locations regarding:
| inventory; | ||
| cash balances; | ||
| total unit sales and mix of new and used vehicle sales; | ||
| lease and finance transactions; | ||
| sales of ancillary products and services; | ||
| key cost items and profit margins; and | ||
| the relative performance of the stores. |
Each stores general manager has access to this same information. With this information, we can quickly analyze the results of operations, identify trends and focus on areas that require attention or improvement. Our management information system also allows our general managers to respond quickly to changes in consumer preferences and purchasing patterns, maximizing our inventory turnover.
Our management information system is particularly important to successfully operating new stores. Following each acquisition, we immediately install our management information system at each location. This quickly makes financial, accounting and other operational data easily available throughout the company. With this information, we can more efficiently execute our operating strategy at the new store.
Franchise Agreements
Each of our store subsidiaries signs a franchise or dealer sales and service agreement with each manufacturer of the new vehicles it sells.
The typical automobile franchise agreement specifies the locations within a designated market area at which the store may sell vehicles and related products and perform certain approved services. The designation of such areas and the allocation of new vehicles among stores are at the discretion of the manufacturer. Franchise agreements do not guarantee exclusivity within a specified territory, but do have some protection under state laws.
11
A franchise agreement may impose requirements on the store with respect to:
| the showroom; | ||
| service facilities and equipment; | ||
| inventories of vehicles and parts; | ||
| minimum working capital; | ||
| training of personnel; and | ||
| performance standards for sales volume and customer satisfaction. |
Each manufacturer closely monitors compliance with these requirements and requires each store to submit monthly and annual financial statements. Franchise agreements also grant a store the right to use and display manufacturers trademarks, service marks and designs in the manner approved by each manufacturer.
Most franchise agreements are generally renewed after one to five years, and, in practice, have indefinite lives. Some franchise agreements, including those with DaimlerChrysler, have no termination date. Historically, all of our agreements have been renewed and we expect that manufacturers will continue to renew them in the future. In addition, state franchise laws limit the ability of manufacturers to terminate or fail to renew automotive franchises. Each franchise agreement authorizes at least one person to manage the stores operations. The typical franchise agreement provides for early termination or non-renewal by the manufacturer upon:
| a change of management or ownership without manufacturer consent; | ||
| insolvency or bankruptcy of the dealer; | ||
| death or incapacity of the dealer/manager; | ||
| conviction of a dealer/manager or owner of certain crimes; | ||
| misrepresentation of certain information by the store, dealer/manager or owner to the manufacturer; | ||
| failure to adequately operate the store; | ||
| failure to maintain any license, permit or authorization required for the conduct of business; or | ||
| poor sales performance or low customer satisfaction index scores. |
We sign master framework agreements with most manufacturers that impose additional requirements on our stores. See Exhibit 99.3 Risk Factors for further details.
Competition
The retail automotive business is highly competitive, consisting of a large number of independent operators, many of whom are individuals, families and small retail groups. We compete primarily with other automotive retailers, both publicly and privately-held, near our store locations. In addition, regional and national car rental companies operate retail used car lots to dispose of their used rental cars.
We are larger and have more financial resources than most private automotive retailers with which we currently compete in most of our regional markets. We compete directly with retailers like ourselves in our metropolitan markets like Denver, Colorado, Seattle, Washington and Concord, California. As we enter other markets, we may face competitors that are larger or have access to greater financial resources. We do not have any cost
12
advantage in purchasing new vehicles from manufacturers. We rely on advertising and merchandising, sales expertise, service reputation and location of our stores to sell new vehicles.
In addition to competition for the sale of vehicles, we expect increased competition for the acquisition of other stores. We have faced only limited competition with respect to our acquisitions to date, primarily from privately-held automotive retailers. Other publicly-owned automotive retailers with significant capital resources may enter our current and targeted market areas in the future.
Regulation
Our business is subject to extensive regulation, supervision and licensing under federal, state and local laws, ordinances and regulations. State and federal regulatory agencies, such as the Department of Motor Vehicles, the Occupational Safety and Health Administration, the EEOC (Equal Employment Opportunity Commission) and the U.S. Environmental Protection Agency, have jurisdiction over the operation of our stores, service centers, collision repair shops and other operations. They regulate matters such as consumer protection, workers safety and air and water quality.
Laws also protect franchised automotive retailers from the unequal bargaining power held by the manufacturers. Under those laws, a manufacturer may not:
| terminate or fail to renew a franchise without good cause; or | ||
| prevent any reasonable changes in the capital structure or financing of a store. |
Manufacturers may object to a sale of a store or change of management based on character, financial ability or business experience of the proposed new operator.
Automotive retailers and manufacturers are also subject to laws to protect consumers, including so-called Lemon Laws. A manufacturer must replace a new vehicle or accept it for a full refund within one year after initial purchase if:
| the vehicle does not conform to the manufacturers express warranties; and | ||
| the automotive retailer or manufacturer, after a reasonable number of attempts, is unable to correct or repair the defect. |
We must provide written disclosures on new vehicles of mileage and pricing information. Financing and insurance activities are subject to credit reporting, debt collection, and insurance industry regulation.
Our business, particularly parts, service and collision repair operations, involves hazardous or toxic substances or wastes, such as motor oil, waste motor oil and filters, transmission fluid, antifreeze, Freon, waste paint and lacquer thinner, batteries, solvents, lubricants, degreasing agents, gasoline and diesel fuels. Federal, state and local authorities establishing health and environmental quality standards regulate the handling, storage, treatment, recycling and disposal of hazardous substances and wastes and remediation of contaminated sites, both at our facilities and at sites to which we send hazardous or toxic substances or wastes for treatment, recycling or disposal. We are aware of contamination at certain of our current and former facilities, and we are in the process of conducting
13
investigations and/or remediation at some of these properties. Based on our current information, any costs or liabilities relating to such contamination, other environmental matters or compliance with environmental regulations are not expected to have a material adverse effect on our results of operations or financial condition. There can be no assurances, however, that (i) additional environmental matters will not arise or that new conditions or facts will not develop in the future at our current or formerly owned or operated facilities, or at sites that we may acquire in the future, or that (ii) these matters, conditions or facts will not result in a material adverse effect on our results of operations or financial condition.
Employees
As of December 31, 2002, we employed approximately 4,880 persons on a full-time equivalent basis. Employees in the service and parts departments at our Dodge, Ford and Volkswagen stores in Concord, California are represented by union collective bargaining agreements. We believe we have good relationships with our employees.
Item 2. Properties
Our stores and other facilities consist primarily of automobile showrooms, display lots, service facilities, eighteen collision repair and paint shops, rental agencies, supply facilities, automobile storage lots, parking lots and offices. We believe our facilities are currently adequate for our needs and are in good repair. We own some of our properties, but also lease many properties, providing future flexibility to relocate our retail stores as demographics change. Most leases give us the option to renew the lease for one or more lease extension periods. We also hold some undeveloped land for future expansion.
Item 3. Legal Proceedings
We are a party to litigation that arises in the normal course of our business operations. We do not believe that we are presently a party to any litigation that will have a material adverse effect on our business or operations.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of our shareholders during the quarter ended December 31, 2002.
14
PART II
Item 5. Market for Registrants Common Equity and Related Stockholder Matters
Our Class A common stock trades on the New York Stock Exchange under the symbol LAD. The following table presents the high and low sale prices for our Class A common stock, as reported on the New York Stock Exchange Composite Tape for each of the quarters in 2001 and 2002:
High | Low | |||||||
2001 | ||||||||
Quarter 1 |
$ | 15.05 | $ | 12.06 | ||||
Quarter 2 |
21.38 | 14.00 | ||||||
Quarter 3 |
19.06 | 12.50 | ||||||
Quarter 4 |
20.70 | 11.85 | ||||||
2002
|
||||||||
Quarter 1 |
$ | 25.99 | $ | 17.40 | ||||
Quarter 2 |
31.20 | 22.27 | ||||||
Quarter 3 |
26.60 | 16.42 | ||||||
Quarter 4 |
18.49 | 14.55 |
The number of shareholders of record and approximate number of beneficial holders of Class A common stock at March 20, 2003 was 1,472 and 3,500, respectively. All shares of Lithias Class B common stock are held by Lithia Holding Company LLC.
We have never declared or paid any cash dividends on our common stock and we have no definite plans to pay a dividend at any time in the future. We intend to retain future earnings for acquisitions and operations. The payment of any dividends is subject to the discretion of our Board of Directors.
Item 6. Selected Financial Data
Year Ended December 31, | |||||||||||||||||||||||
(In thousands, except per share amounts) | 1998 | 1999 | 2000 | 2001 | 2002 | ||||||||||||||||||
Consolidated Statement of Operations Data: | |||||||||||||||||||||||
Revenues: |
|||||||||||||||||||||||
New vehicles |
$ | 388,933 | $ | 674,453 | $ | 899,659 | $ | 993,635 | $ | 1,284,657 | |||||||||||||
Used vehicles |
220,982 | 376,407 | 482,209 | 585,415 | 738,149 | ||||||||||||||||||
Service, body and parts |
72,216 | 120,722 | 164,002 | 187,725 | 229,970 | ||||||||||||||||||
Finance and insurance |
24,796 | 44,463 | 55,019 | 65,815 | 81,068 | ||||||||||||||||||
Fleet and other |
7,813 | 26,614 | 57,722 | 40,598 | 43,116 | ||||||||||||||||||
Total revenues |
714,740 | 1,242,659 | 1,658,611 | 1,873,188 | 2,376,960 | ||||||||||||||||||
Cost of sales |
599,379 | 1,043,373 | 1,391,042 | 1,566,713 | 2,002,157 | ||||||||||||||||||
Gross profit |
115,361 | 199,286 | 267,569 | 306,475 | 374,803 | ||||||||||||||||||
Selling, general and administrative |
85,188 | 146,381 | 195,500 | 239,042 | 296,137 | ||||||||||||||||||
Depreciation and amortization |
3,469 | 5,573 | 7,605 | 9,275 | 7,813 | ||||||||||||||||||
Income from operations |
26,704 | 47,332 | 64,464 | 58,158 | 70,853 | ||||||||||||||||||
Floorplan interest expense |
(7,108 | ) | (11,105 | ) | (17,728 | ) | (14,497 | ) | (11,289 | ) | |||||||||||||
Other interest expense |
(2,735 | ) | (4,250 | ) | (7,917 | ) | (7,822 | ) | (6,115 | ) | |||||||||||||
Other income (expense), net |
921 | 74 | 716 | (410 | ) | (683 | ) | ||||||||||||||||
Income before income taxes |
17,782 | 32,051 | 39,535 | 35,429 | 52,766 | ||||||||||||||||||
Income tax expense |
(6,993 | ) | (12,877 | ) | (15,222 | ) | (13,675 | ) | (20,450 | ) | |||||||||||||
Net income |
$ | 10,789 | $ | 19,174 | $ | 24,313 | $ | 21,754 | $ | 32,316 | |||||||||||||
Basic net income per share |
$ | 1.18 | $ | 1.67 | $ | 1.78 | $ | 1.63 | $ | 1.88 | |||||||||||||
Shares used in basic net income per share |
9,147 | 11,506 | 13,652 | 13,371 | 17,233 | ||||||||||||||||||
Diluted net income per share |
$ | 1.14 | $ | 1.60 | $ | 1.76 | $ | 1.60 | $ | 1.84 | |||||||||||||
Shares used in diluted net income per
share |
9,470 | 11,998 | 13,804 | 13,612 | 17,598 | ||||||||||||||||||
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As of December 31, | ||||||||||||||||||||
(In thousands) | 1998 | 1999 | 2000 | 2001 | 2002 | |||||||||||||||
Consolidated Balance Sheet Data: | ||||||||||||||||||||
Working capital |
$ | 53,553 | $ | 74,999 | $ | 98,917 | $ | 104,834 | $ | 126,308 | ||||||||||
Inventories |
157,455 | 268,281 | 314,290 | 275,398 | 445,908 | |||||||||||||||
Total assets |
294,398 | 506,433 | 628,003 | 662,944 | 942,049 | |||||||||||||||
Flooring notes payable |
129,167 | 243,903 | 314,137 | 280,947 | 427,635 | |||||||||||||||
Current maturities of long-term debt |
8,143 | 7,132 | 5,342 | 10,203 | 4,466 | |||||||||||||||
Long-term debt, less current maturities |
36,420 | 38,411 | 72,586 | 95,830 | 104,712 | |||||||||||||||
Total stockholders equity |
91,511 | 155,638 | 181,775 | 203,497 | 319,993 |
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Overview
We are a leading operator of automotive franchises and retailer of new and used vehicles and services. As of March 14, 2003, we offered 24 brands of new vehicles through 132 franchises in 71 stores in the western United States and over the Internet. As of March 14, 2003, we operate 17 stores in Oregon, 12 in California, 10 in Washington, 7 in Texas, 6 in Idaho, 6 in Colorado, 5 in Nevada, 3 in South Dakota, 3 in Alaska and 2 in Nebraska. We sell new and used cars and light trucks; sell replacement parts; provide vehicle maintenance, warranty, paint and repair services; and arrange related financing and insurance for our automotive customers.
During an economic downturn, customers tend to shift towards the purchase of more reasonably priced new vehicle models or used vehicles. Many customers decide to delay purchasing a new vehicle and instead repair existing vehicles. In addition, manufacturers typically offer increased dealer and customer incentives during an economic downturn in order to support new vehicle sales volume. These factors lead to less volatility in earnings for automobile retailers than for automobile manufacturers or auto parts suppliers.
Historically, new vehicle sales have accounted for approximately 50% to 55% of our total revenues but less than 30% of total gross profit. We emphasize sales of higher margin products, which generate over 70% of our gross profits.
Our revenues and gross profit by product line were as follows for 2002 and 2001:
Percent of | Gross | Percent of Total | ||||||||||
2002 | Total Revenues | Margin | Gross Profit | |||||||||
New vehicles |
54.0 | % | 8.5 | % | 29.0 | % | ||||||
Retail
used vehicles(1) |
25.7 | 12.5 | 20.4 | |||||||||
Service, body and parts |
9.7 | 48.0 | 29.5 | |||||||||
Finance and insurance(2) |
3.4 | 99.4 | 21.5 | |||||||||
Fleet and
other |
1.8 | 2.1 | 0.2 |
(1) | Excludes wholesale used vehicle sales, representing 5.4% of total revenues, and a reduction in gross margin of 0.7%. | |
(2) | Reported net of administration fees and anticipated cancellations. |
Percent of | Gross | Percent of Total | ||||||||||
2001 | Total Revenues | Margin | Gross Profit | |||||||||
New vehicles |
53.0 | % | 9.0 | % | 29.2 | % | ||||||
Retail used vehicles(1) |
26.6 | 13.2 | 21.4 | |||||||||
Service, body and parts |
10.0 | 46.5 | 28.5 | |||||||||
Finance and insurance(2) |
3.5 | 98.9 | 21.2 | |||||||||
Fleet and
other |
2.2 | 2.8 | 0.4 |
(1) | Excludes wholesale used vehicle sales, representing 4.7% of total revenues, and a reduction in gross margin of 0.7%. | |
(1) | Reported net of administration fees and anticipated cancellations. |
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In 2002, we reclassified documentation fees from finance and insurance income to new and used vehicle revenue, as appropriate, in order to bring our reporting in line with industry practice. The resulting effect was a reduction of approximately $100 per vehicle of finance and insurance income and an increase in new and retail used vehicle gross margins of between 20 and 50 basis points. Accordingly, the finance and insurance sales per retail unit, revenue by product line and gross margin percentage disclosures have been recalculated for prior periods to be consistent with the 2002 presentation. Net income was not affected by this reclassification.
The following table sets forth selected condensed financial data for Lithia expressed as a percentage of total revenues for the periods indicated below.
Lithia Motors, Inc. (1) | Year Ended December 31, | |||||||||||||
2000 | 2001 | 2002 | ||||||||||||
Revenues: |
||||||||||||||
New vehicles |
54.2 | % | 53.0 | % | 54.0 | % | ||||||||
Used vehicles |
29.1 | 31.3 | 31.1 | |||||||||||
Service, body and parts |
9.9 | 10.0 | 9.7 | |||||||||||
Finance and insurance |
3.3 | 3.5 | 3.4 | |||||||||||
Fleet and other |
3.5 | 2.2 | 1.8 | |||||||||||
Total revenues |
100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Gross profit |
16.1 | 16.4 | 15.8 | |||||||||||
Selling, general and administrative expenses |
11.8 | 12.8 | 12.5 | |||||||||||
Depreciation and amortization |
0.5 | 0.5 | 0.3 | |||||||||||
Income from operations |
3.9 | 3.1 | 3.0 | |||||||||||
Floorplan interest expense |
1.1 | 0.8 | 0.5 | |||||||||||
Other interest expense |
0.5 | 0.4 | 0.3 | |||||||||||
Other income, net |
0.0 | 0.0 | 0.0 | |||||||||||
Income before income tax |
2.4 | 1.9 | 2.2 | |||||||||||
Income tax expense |
0.9 | 0.7 | 0.9 | |||||||||||
Net income |
1.5 | 1.2 | 1.4 |
(1) | The percentages may not add due to rounding. |
Results of Operations 2002 Compared to 2001
Year Ended December 31, |
Increase | % Increase |
||||||||||||||||
2001 | 2002 | (Decrease) | (Decrease) | |||||||||||||||
Revenues: |
||||||||||||||||||
New vehicle sales |
$ | 993,635 | $ | 1,284,657 | $ | 291,022 | 29.3 | % | ||||||||||
Used vehicle sales |
585,415 | 738,149 | 152,734 | 26.1 | ||||||||||||||
Service, body and parts |
187,725 | 229,970 | 42,245 | 22.5 | ||||||||||||||
Finance and insurance |
65,815 | 81,068 | 15,253 | 23.2 | ||||||||||||||
Fleet and other |
40,598 | 43,116 | 2,518 | 6.2 | ||||||||||||||
Total revenues |
1,873,188 | 2,376,960 | 503,772 | 26.9 | ||||||||||||||
Cost of sales |
1,566,713 | 2,002,157 | 435,444 | 27.8 | ||||||||||||||
Gross profit |
306,475 | 374,803 | 68,328 | 22.3 | ||||||||||||||
Selling, general and administrative |
239,042 | 296,137 | 57,095 | 23.9 | ||||||||||||||
Depreciation and amortization |
9,275 | 7,813 | (1,462 | ) | (15.8 | ) | ||||||||||||
Income from operations |
58,158 | 70,853 | 12,695 | 21.8 | ||||||||||||||
Floorplan interest expense |
(14,497 | ) | (11,289 | ) | (3,208 | ) | (22.1 | ) | ||||||||||
Other interest expense |
(7,822 | ) | (6,115 | ) | (1,707 | ) | (21.8 | ) | ||||||||||
Other expense, net |
(410 | ) | (683 | ) | 273 | 66.6 | ||||||||||||
Income before income taxes |
35,429 | 52,766 | 17,337 | 48.9 | ||||||||||||||
Income tax expense |
(13,675 | ) | (20,450 | ) | 6,775 | 49.5 | ||||||||||||
Net income |
$ | 21,754 | $ | 32,316 | $ | 10,562 | 48.6 | % | ||||||||||
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Year Ended December 31, |
Increase | % Increase |
||||||||||||||
2001 | 2002 | (Decrease) | (Decrease) | |||||||||||||
New units sold |
39,875 | 49,504 | 9,629 | 24.1 | % | |||||||||||
Average selling price per new vehicle |
$ | 24,919 | $ | 25,951 | $ | 1,032 | 4.1 | % | ||||||||
Used units sold retail |
36,960 | 41,974 | 5,014 | 13.6 | % | |||||||||||
Average selling price per retail
used vehicle |
$ | 13,459 | $ | 14,579 | $ | 1,120 | 8.3 | % | ||||||||
Used units sold wholesale |
18,918 | 25,307 | 6,389 | 33.8 | % | |||||||||||
Average selling price per wholesale
used vehicle |
$ | 4,651 | $ | 4,987 | $ | 336 | 7.2 | % |
Revenues. Total revenues increased 26.9% to record levels for 2002 compared to 2001 due to acquisitions and 1.1% same store retail sales growth. We achieved same store new vehicle sales growth of 5.7% in 2002 compared to 2001. This compares favorably to industry decreases in new vehicle sales of 2.2% for the same period. These results were achieved through an aggressive company-wide marketing campaign based on the Driving America theme aimed at increasing market share in order to secure a long-term customer base for all business lines. The increase in new vehicle same store sales was augmented by same store increases in finance and insurance sales and were partially offset by decreases in same store used vehicle and service and parts sales. The used vehicle business was weaker due to the strong new vehicle incentive environment. The service and pats business has been negatively impacted in the past couple of years by substantial improvements in the quality of domestic vehicles, resulting in less warranty work.
During 2002, manufacturers offered, and are continuing to offer, incentives, including low interest rates and rebates, in order to attract new vehicle buyers. The availability of cash rebates and zero percent and low interest rate financing has also enhanced our ability to sell finance, warranty and insurance products and services. Our finance and insurance sales per retail unit increased 3.4% to $886 per retail vehicle in 2002 compared to 2001.
Gross profit. Gross profit increased due to increased total revenues, offset in part by a lower overall gross profit percentage. Certain incentives and rebates received from manufacturers, including floorplan interest credits, are recorded as a reduction to cost of goods sold at the time of vehicle sale.
Gross profit margins achieved were as follows:
Year Ended December 31, | ||||||||||||
Lithia | ||||||||||||
2001 | 2002 | Margin Change* | ||||||||||
New vehicles |
9.0 | % | 8.5 | % | (50 | )bp | ||||||
Retail used vehicles |
13.2 | 12.5 | (70 | ) | ||||||||
Service and parts |
46.5 | 48.0 | 150 | |||||||||
Overall |
16.4 | 15.8 | (60 | ) |
* | bp stands for basis points (one hundred basis points equals one percent). |
The decrease in the overall gross profit margin in 2002 compared to 2001 is primarily a result of four factors:
| A significant shift towards our lowest margin new vehicle business with the strong incentive environment; | ||
| Lower floorplan interest credits from the manufacturers on new vehicles due to lower market rates; | ||
| Aggressive pricing of new vehicles in order to gain market share, which resulted in lower new vehicle margins; and |
18
| A mix shift in used vehicle sales to the lower margin one to three-year old vehicles, which have lower margins than the older used vehicles. |
These factors were partially offset by an increase in the gross margin achieved in our parts and service business in 2002 compared to 2001.
Selling, general and administrative expense. Selling, general and administrative expense includes salaries and related personnel expenses, facility lease expense, advertising, legal, accounting, professional services and general corporate expenses. Selling, general and administrative expense increased due to increased selling, or variable, expenses related to the increase in revenues and the number of locations. As a percentage of revenue, selling, general and administrative expense decreased 30 basis points in 2002 compared to 2001 due to expense leverage on higher sales.
Depreciation and amortization. Depreciation and amortization expense decreased primarily as a result of the adoption of SFAS No. 142 Goodwill and Other Intangible Assets in the first quarter of 2002. SFAS No. 142 requires that goodwill and other intangibles with indefinite useful lives no longer be amortized. Goodwill and other intangibles amortization expense totaled $3.7 million in 2001.
Income from operations. Operating margins decreased 10 basis points in 2002 compared to 2001 due to the decrease in the overall gross margin percentage, offset in part by lower operating expenses as a percentage of revenue.
Floorplan interest expense. The decrease in floorplan interest expense in 2002 compared to 2001 is primarily due to approximately $8.4 million in savings as a result of decreases in the effective interest rates on the floating rate credit lines, offset in part by a $4.1 million increase in expense as a result of an overall average increase in the outstanding balances of our floorplan facilities, mainly due to acquisitions. In addition to the interest expense on our flooring lines of credit, floorplan interest expense includes the interest expense related to our interest rate swaps.
Other interest expense. Other interest expense includes interest on debt incurred related to acquisitions, real estate mortgages, our used vehicle line of credit and equipment related notes. The decrease in other interest expense resulted from $3.2 million of savings due to lower interest rates in 2002 compared to 2001 and approximately $3.0 million in savings due to the pay-down of $78.0 million on our lines of credit in March 2002, following our equity offering. These decreases were offset in part by less capitalized interest on construction projects in progress in 2002 compared to 2001 and by an increase in the outstanding balances due to acquisitions and the financing of previously unfinanced real estate during 2002. The lower interest rates in 2002 are due in part to the refinancing of $15.2 million of fixed interest rate mortgage loans since November 2001, utilizing floating rate loans with Toyota Motor Credit and Ford Motor Credit.
Income tax expense. Our effective tax rate was 38.8 percent in 2002 compared to 38.6 percent in 2001. Our effective tax rate may be affected in the future by the mix of asset acquisitions compared to corporate acquisitions, as well as by the mix of states where our stores are located.
19
Net income. Net income as a percentage of revenue increased 20 basis points in 2002 compared to 2001 as a result of increased revenues and lower operating expenses and interest expense, offset by a lower gross margin percentage.
Results of Operations 2001 Compared to 2000
Year Ended December 31, |
Increase | % Increase |
||||||||||||||||
2000 | 2001 | (Decrease) | (Decrease) | |||||||||||||||
Revenues: |
||||||||||||||||||
New vehicle sales |
$ | 899,659 | $ | 993,635 | $ | 93,976 | 10.4 | % | ||||||||||
Used vehicle sales |
482,209 | 585,415 | 103,206 | 21.4 | ||||||||||||||
Service, body and parts |
164,002 | 187,725 | 23,723 | 14.5 | ||||||||||||||
Finance and insurance |
55,019 | 65,815 | 10,796 | 19.6 | ||||||||||||||
Fleet and other |
57,722 | 40,598 | (17,124 | ) | (29.7 | ) | ||||||||||||
Total revenues |
1,658,611 | 1,873,188 | 214,577 | 12.9 | ||||||||||||||
Cost of sales |
1,391,042 | 1,566,713 | 175,671 | 12.6 | ||||||||||||||
Gross profit |
267,569 | 306,475 | 38,906 | 14.5 | ||||||||||||||
Selling, general and administrative |
195,500 | 239,042 | 43,542 | 22.3 | ||||||||||||||
Depreciation and amortization |
7,605 | 9,275 | 1,670 | 22.0 | ||||||||||||||
Income from operations |
64,464 | 58,158 | (6,306 | ) | (9.8 | ) | ||||||||||||
Floorplan interest expense |
(17,728 | ) | (14,497 | ) | (3,231 | ) | (18.2 | ) | ||||||||||
Other interest expense |
(7,917 | ) | (7,822 | ) | (95 | ) | (1.2 | ) | ||||||||||
Other income (expense), net |
716 | (410 | ) | (1,126 | ) | (157.3 | ) | |||||||||||
Income before income taxes |
39,535 | 35,429 | (4,106 | ) | (10.4 | ) | ||||||||||||
Income tax expense |
(15,222 | ) | (13,675 | ) | (1,547 | ) | (10.2 | ) | ||||||||||
Net income |
$ | 24,313 | $ | 21,754 | $ | (2,559 | ) | (10.5 | )% | |||||||||
New units sold |
37,230 | 39,875 | 2,645 | 7.1 | % | |||||||||||||
Average selling price per new vehicle |
$ | 24,165 | $ | 24,919 | $ | 754 | 3.1 | % | ||||||||||
Used units sold retail |
30,896 | 36,960 | 6,064 | 19.6 | % | |||||||||||||
Average selling price per retail
used vehicle |
$ | 13,193 | $ | 13,459 | $ | 266 | 2.0 | % | ||||||||||
Used units sold wholesale |
16,751 | 18,918 | 2,167 | 12.9 | % | |||||||||||||
Average selling price per wholesale
used vehicle |
$ | 4,454 | $ | 4,651 | $ | 197 | 4.4 | % |
Revenues. Total revenues increased 12.9% to record levels for 2001 compared to 2000 due to acquisitions, which were partially offset by same store retail sales decreasing 0.9%. The decrease in same store retail sales was due to a slower new vehicle sales environment in the first three quarters of 2001, offset in part by same store increases in used vehicle and finance and insurance sales. During the fourth quarter of 2001, manufacturers offered, and continued to offer in the first quarter of 2002, incentives, including low interest rates and rebates, in order to attract new vehicle buyers. These incentives, along with improvements in our core operations, contributed to same store sales growth of 11.4% in the fourth quarter of 2001 compared to the fourth quarter of 2000. The availability of cash rebates and zero percent and low interest rate financing have also enhanced our ability to sell finance, warranty and insurance products and services.
Gross profit. Gross profit increased primarily due to increased total revenues and increased used vehicle and service, body and parts revenues as a percentage of total revenues. Incentives and rebates, including floorplan interest credits, received from manufacturers are recorded as a reduction to cost of goods sold. Gross margin expansion is common in the
20
automotive retailing industry as new vehicle sales slow and higher margin product lines become a larger percentage of total revenues.
Gross profit margins achieved in 2000 and 2001 were as follows:
Year Ended December 31, | ||||||||||||
Lithia | ||||||||||||
2000 | 2001 | Margin Change* | ||||||||||
New vehicles |
9.2 | % | 9.0 | % | (20 | )bp | ||||||
Retail used vehicles |
13.8 | 13.2 | (60 | ) | ||||||||
Service and parts |
44.9 | 46.5 | 160 | |||||||||
Overall |
16.1 | 16.4 | 30 |
* | bp stands for basis points (one hundred basis points equals one percent). |
The increase in the overall gross profit margin is primarily a result of a shift in mix to the more profitable used vehicle, service, body and parts and finance and insurance product lines.
Selling, general and administrative expense. Selling, general and administrative expense includes salaries and related personnel expenses, facility lease expense, advertising, legal, accounting, professional services and general corporate expenses. Selling, general and administrative expense increased due to increased selling, or variable, expenses related to the increase in revenues and the number of locations. As a percentage of revenue, selling, general and administrative expense increased in 2001 compared to 2000 due to continued investments in acquisition integration and operational support teams in preparation for continued growth and a shift towards our service and parts business, which has a higher selling, general and administrative component than our other business lines.
Depreciation and amortization. Depreciation and amortization expense increased primarily as a result of increased property and equipment and intangible assets related to acquisitions. As of December 31, 2001, we expect a reduction in annual amortization expense of approximately $3.7 million in 2002 based upon the adoption of SFAS No. 142, which relates to the accounting for goodwill and other intangible assets.
Income from operations. Operating margins decreased 80 basis points, or eight-tenths of one percent, in 2001 compared to 2000 due to the increased operating expenses as a percentage of revenue as discussed above, partially offset by higher gross margins as a percentage of revenue.
Floorplan interest expense. The decrease in floorplan interest expense is primarily due to approximately $4.1 million in savings as a result of recent decreases in the effective interest rates on the floating rate credit lines, offset in part by an approximately $800,000 increase in interest expense as a result of higher average outstanding flooring debt. Floorplan interest expense includes the interest expense related to our current interest rate swaps. We were able to decrease our inventory levels despite the acquisition of several stores during 2001.
Other interest expense. Other interest expense includes interest on debt incurred related to acquisitions, real estate mortgages, our used vehicle line of credit and equipment related notes.
21
Income tax expense. Our effective tax rate was 38.6 percent in 2001 compared to 38.5 percent in 2000. Our effective tax rate may be affected in the future by the mix of asset acquisitions compared to corporate acquisitions, as well as by the mix of states where our stores are located.
Net income. Net income decreased to $21.8 million, a 10.5% decrease, for 2001 compared to 2000 as a result of the net effect of the changes discussed above.
Selected Consolidated Quarterly Financial Data
The following tables set forth the companys unaudited quarterly financial data for the quarterly periods presented.
Three Months Ended, | ||||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||||
(in thousands except per share data ) | ||||||||||||||||||
2001 | ||||||||||||||||||
Revenues: |
||||||||||||||||||
New vehicle sales |
$ | 215,386 | $ | 239,276 | $ | 248,369 | $ | 290,604 | ||||||||||
Used vehicle sales |
137,353 | 142,599 | 150,709 | 154,754 | ||||||||||||||
Service, body and parts |
45,145 | 45,511 | 47,884 | 49,185 | ||||||||||||||
Finance and insurance |
14,412 | 16,673 | 16,782 | 17,948 | ||||||||||||||
Fleet and other |
7,855 | 17,991 | 7,574 | 7,178 | ||||||||||||||
Total revenues |
420,151 | 462,050 | 471,318 | 519,669 | ||||||||||||||
Cost of sales |
351,254 | 386,840 | 391,450 | 437,169 | ||||||||||||||
Gross profit |
68,897 | 75,210 | 79,868 | 82,500 | ||||||||||||||
Selling, general and administrative |
55,038 | 58,783 | 59,696 | 65,525 | ||||||||||||||
Depreciation and amortization |
2,215 | 2,226 | 2,372 | 2,462 | ||||||||||||||
Income from operations |
11,644 | 14,201 | 17,800 | 14,513 | ||||||||||||||
Flooring interest expense |
(4,655 | ) | (3,832 | ) | (3,390 | ) | (2,620 | ) | ||||||||||
Other interest expense and other, net |
(2,346 | ) | (2,123 | ) | (1,849 | ) | (1,914 | ) | ||||||||||
Income before income taxes |
4,643 | 8,246 | 12,561 | 9,979 | ||||||||||||||
Income taxes |
(1,788 | ) | (3,175 | ) | (4,865 | ) | (3,847 | ) | ||||||||||
Net income |
$ | 2,855 | $ | 5,071 | $ | 7,696 | $ | 6,132 | ||||||||||
Basic net income per share |
$ | 0.21 | $ | 0.38 | $ | 0.57 | $ | 0.46 | ||||||||||
Diluted net income per share |
$ | 0.21 | $ | 0.37 | $ | 0.56 | $ | 0.45 | ||||||||||
Three Months Ended, | ||||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||||
(in thousands except per share data ) | ||||||||||||||||||
2002 | ||||||||||||||||||
Revenues: |
||||||||||||||||||
New vehicle sales |
$ | 267,817 | $ | 300,605 | $ | 390,229 | $ | 326,006 | ||||||||||
Used vehicle sales |
183,312 | 185,660 | 199,443 | 169,734 | ||||||||||||||
Service, body and parts |
52,038 | 54,995 | 62,964 | 59,973 | ||||||||||||||
Finance and insurance |
17,832 | 20,247 | 22,107 | 20,882 | ||||||||||||||
Fleet and other |
3,399 | 22,811 | 12,902 | 4,004 | ||||||||||||||
Total revenues |
524,398 | 584,318 | 687,645 | 580,599 | ||||||||||||||
Cost of sales |
440,751 | 491,436 | 583,039 | 486,931 | ||||||||||||||
Gross profit |
83,647 | 92,882 | 104,606 | 93,668 | ||||||||||||||
Selling, general and administrative |
67,736 | 73,540 | 80,209 | 74,652 | ||||||||||||||
Depreciation and amortization |
1,668 | 1,895 | 2,044 | 2,206 | ||||||||||||||
Income from operations |
14,243 | 17,447 | 22,353 | 16,810 | ||||||||||||||
Flooring interest expense |
(2,337 | ) | (2,882 | ) | (2,943 | ) | (3,127 | ) | ||||||||||
Other interest expense and other, net |
(1,497 | ) | (1,641 | ) | (1,833 | ) | (1,827 | ) | ||||||||||
Income before income taxes |
10,409 | 12,924 | 17,577 | 11,856 | ||||||||||||||
Income taxes |
(4,018 | ) | (4,989 | ) | (6,848 | ) | (4,595 | ) | ||||||||||
Net income |
$ | 6,391 | $ | 7,935 | $ | 10,729 | $ | 7,261 | ||||||||||
Basic net income per share |
$ | 0.43 | $ | 0.44 | $ | 0.60 | $ | 0.40 | ||||||||||
Diluted net income per share |
$ | 0.42 | $ | 0.43 | $ | 0.59 | $ | 0.40 | ||||||||||
22
Seasonality and Quarterly Fluctuations
Historically, our sales have been lower in the first and fourth quarters of
each year due to consumer purchasing patterns during the holiday season,
inclement weather and the reduced number of business days during the
holiday season. As a result, financial performance may be lower during the
first and fourth quarters than during the other quarters of each fiscal
year. We believe that interest rates, levels of consumer debt and consumer
confidence, as well as general economic conditions, also contribute to
fluctuations in sales and operating results. Historically, the timing and
frequency of acquisitions has been the largest contributor to fluctuations
in our operating results from quarter to quarter.
Liquidity and Capital Resources
Our principal needs for capital resources are to finance acquisitions and
capital expenditures, as well as for working capital. We have relied
primarily upon internally generated cash flows from operations, borrowings
under our credit agreements and the proceeds from public equity offerings
to finance operations and expansion. We believe that our available cash,
cash equivalents, available lines of credit and cash flows from operations
will be sufficient to meet our anticipated operating expenses and capital
requirements for at least twelve months from December 31, 2002. In
addition, we anticipate that these resources will be sufficient to fund our
anticipated acquisitions through 2005.
On May 2, 2002, we redeemed the remaining 4,499 outstanding shares of our Series M Preferred Stock for a total of $4.4 million from our existing cash balances.
In March 2002, we registered and sold 4.5 million newly issued shares of our Class A common stock for total proceeds of approximately $77.2 million, net of offering expenses of approximately $0.6 million. We utilized the proceeds to pay down our lines of credit until such funds are required for acquisitions.
Our inventories increased to $445.9 million at December 31, 2002 from $275.4 million at December 31, 2001 due to acquisitions and higher inventory levels in a slowing sales environment. In addition, our days supply of inventory at December 31, 2001 was 20% to 25% lower than historical year-end levels due to the success of the introduction of zero percent financing in the fourth quarter of 2001. Accordingly, our new and used flooring notes payable increased to $427.6 million at December 31, 2002 from $280.9 million at December 31, 2001.
Our land, buildings and equipment increased to $176.9 million at December 31, 2002 from $122.0 million at December 31, 2001 due to the acquisition of 13 stores during 2002. These acquisitions also resulted in the increase in goodwill and other intangibles, which totaled $206.1 million at December 31, 2002 compared to $156.8 million at December 31, 2001.
In June 2000, our Board of Directors authorized the repurchase of up to 1,000,000 shares of our Class A common stock. Through March 2003, we have purchased 59,400 shares under this program and may continue to do so from time to time in the future as conditions warrant.
In February 2003 we entered into a working capital and acquisition credit facility with DaimlerChrysler Services North America LLC totaling up to $200 million, which expires in February 2006, with interest due monthly.
23
Our previous facility with Ford Motor Credit Company was terminated and paid off on February 25, 2003. We were in compliance with all covenants under this facility at December 31, 2002.
The credit line with DaimlerChrysler Services is cross-collateralized and secured by cash and cash equivalents, new and used vehicle and parts inventories, accounts receivable, intangible assets and equipment. We pledged to DaimlerChrysler Services the stock of all of our subsidiaries except entities operating BMW, Honda, Nissan or Toyota stores.
The financial covenants in our agreement with DaimlerChrysler Services require us to maintain compliance with, among other things, (i) a specified current ratio; (ii) a specified fixed charge coverage ratio; (iii) a specified interest coverage ratio; (iv) a specified adjusted leverage ratio; and (v) certain working capital levels.
Toyota Motor Credit Corporation, Ford Motor Credit and General Motors Acceptance Corporation have agreed to floor all of our new vehicles for their respective brands with DaimlerChrysler Services serving as the primary lender for substantially all other brands. These new vehicle lines are secured by new vehicle inventory of the relevant brands.
We also have a real estate line of credit with Toyota Motor Credit totaling $40 million, which expires in May 2005. This line of credit is secured by the real estate financed under this line of credit.
In addition, U.S. Bank N.A. has extended a $27.5 million revolving line of credit for leased vehicles and equipment purchases, which expires January 31, 2004.
Interest rates on all of the above facilities ranged from 2.88% to 4.13% at December 31, 2002. Amounts outstanding on the lines at December 31, 2002 together with amounts remaining available under such lines were as follows (in thousands):
Outstanding at | Remaining Availability as | |||||||
December 31, 2002 | of December 31, 2002 | |||||||
New and program vehicle lines |
$ | 364,635 | $ | * | ||||
Used vehicle line |
63,000 | 87,000 | ||||||
Acquisition line |
| 130,000 | ||||||
Real estate line |
35,681 | 4,319 | ||||||
Equipment/leased vehicle line |
27,500 | | ||||||
$ | 490,816 | $ | * | |||||
* | There are no formal limits on the new and program vehicle lines with certain lenders. |
At December 31, 2002, our long-term debt and lease commitments were as follows (in thousands):
Long-term | ||||||||||||
Year Ending December 31, | debt | Leases | Total | |||||||||
2003 |
$ | 4,466 | $ | 18,303 | $ | 22,769 | ||||||
2004 |
31,077 | 16,935 | 48,012 | |||||||||
2005 |
3,259 | 16,797 | 20,056 | |||||||||
2006 |
66,038 | 16,271 | 82,309 | |||||||||
2007 |
3,040 | 15,253 | 18,293 | |||||||||
Thereafter |
64,298 | 58,140 | 122,438 | |||||||||
Total |
$ | 172,178 | $ | 141,699 | $ | 313,877 | ||||||
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At December 31, 2002, we had capital commitments of approximately $10.0 million for the construction of three new store facilities, additions to three existing facilities and the remodel of three facilities. The three new facilities will be a Ford store in Boise, Idaho, a body shop in Aurora, Colorado and a body shop in Boise, Idaho. We have already incurred $3.0 million for these commitments and anticipate incurring the remaining $10.0 million during 2003. We expect to pay for the construction out of existing cash balances until completion of the projects, at which time we anticipate securing long-term financing and general borrowings from third party lenders for 70% to 90% of the amounts expended.
Critical Accounting Policies
Service Contract and Lifetime Oil Contract Income Recognition
We receive fees from the sale of vehicle service contracts and lifetime oil
contracts to customers. The contracts are sold through an unrelated third
party, but we may be charged back for a portion of the fees in the event of
early termination of the contracts by customers. We have established a
reserve for estimated future charge-backs based on an analysis of
historical charge-backs in conjunction with termination provisions of the
applicable contracts. At December 31, 2002, this reserve totaled $9.3
million and is included in accrued liabilities and other long-term
liabilities on our consolidated balance sheet.
Finance Fee Income Recognition
We receive finance fees from various financial institutions when we arrange
financing for our customers on a non-recourse basis. We may be charged
back for a portion of the financing fee income when the customer pays off
their loan prior to the guidelines agreed to by the various financial
institutions. We have established a reserve for potential charge-backs
based on historical experience, which typically result if the customer pays
off their loan during the 90 to 180 days after receiving financing. At
December 31, 2002, this reserve totaled $448,000 and is included in accrued
liabilities on our consolidated balance sheet.
Workers Compensation Insurance Premium Accrual
Insurance premiums are paid for under a retrospective cost policy, whereby
premium cost depends on experience. We accrue premiums based on our
historical experience rating, although the actual experience can be
something greater or less than the anticipated claims experience. We expect
that the retrospective cost policy, as opposed to a guaranteed cost with a
flat premium, will be the most cost efficient over time.
Intangible Assets
We review our goodwill and other identifiable intangible assets at least
annually by applying a fair-value based test using the discounted estimated
cash flows for the reporting unit. Discounted future cash flows are prepared by
applying a growth rate to historical revenues. Growth rates are calculated
individually for each region with data derived from the U.S. Census Bureau
on population growth and the U.S. Department of Labor, Bureau of Labor
Statistics for historical consumer price index data. The discount rate
applied to the future cash flows is derived from a Capital Asset Pricing
Model which factors in an equity risk premium and a risk free rate. The
review is conducted more frequently than annually if events or
circumstances occur that warrant a review of the fair value of a reporting
unit. Our other identifiable intangible assets include the franchise value
of the business units, which is considered to have an indefinite life and
not subject to amortization, but rather is included in the fair-value based
testing. Impairment could occur if the operating business unit does not
meet the determined fair-value testing. At such point, an impairment loss
would be
25
recognized to the extent that the carrying amount exceeds the assets fair value. During 2002, we concluded that there was no impairment. Goodwill and other identifiable intangible assets totaled $206.2 million at December 31, 2002.
Used Vehicle Inventory
Used vehicle inventories are stated at cost plus the cost of any equipment
added, reconditioning and transportation. We select a sampling of
dealerships throughout the year to perform quarterly testing of book values
against market valuations utilizing the Kelly Blue Book and NADA
guidelines. Used vehicle inventory values are cyclical and could
experience impairment when market valuations are significantly below
inventory costs. Historically, we have not experienced significant
write-downs on our used vehicle inventory.
Recent Accounting Pronouncements
See Note 14 of Notes to Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Variable Rate Debt
We use variable-rate debt to finance our new and program vehicle inventory.
The interest rate on the flooring debt is tied to either the one-month
LIBOR, the three-month LIBOR or the prime rate. These debt obligations
therefore expose us to variability in interest payments due to changes in
these rates. The flooring debt is based on open-ended lines of credit tied
to each individual store from the various manufacturer finance companies.
If interest rates increase, interest expense increases. Conversely, if
interest rates decrease, interest expense decreases.
Our variable-rate flooring notes payable and other credit line borrowings subject us to market risk exposure. At December 31, 2002, we had $490.8 million outstanding under such agreements at interest rates ranging from 2.88% to 4.13% per annum. A 10% increase in interest rates would increase annual interest expense by approximately $594,000, net of tax, based on amounts outstanding on the lines of credit at December 31, 2002.
Hedging Strategies
We believe it is prudent to limit the variability of a portion of our
interest payments. Accordingly, we have entered into interest rate swaps to
manage the variability of our interest rate exposure, thus leveling a
portion of our interest expense in a rising or falling rate environment.
Including all four of the swaps listed below, we currently have hedged
approximately 27.4% of our new vehicle flooring debt. Including the four
swaps and other fixed rated debt obligations, approximately 23.0% of our
total debt has fixed rates.
The interest rate swaps change the variable-rate cash flow exposure on a portion of the flooring debt to fixed rate cash flows by entering into receive-variable, pay-fixed interest rate swaps. Under the interest rate swaps, we receive variable interest rate payments and make fixed interest rate payments, thereby creating fixed rate flooring debt.
26
We have entered into the following interest rate swaps with U.S. Bank Dealer Commercial Services:
| effective September 1, 2000a five year, $25 million interest rate swap at a fixed rate of 6.88% per annum; | ||
| effective November 1, 2000a three year, $25 million interest rate swap at a fixed rate of 6.47% per annum; | ||
| effective January 26, 2003 a five-year, $25 million interest rate swap at a fixed rate of 3.265%; and | ||
| effective February 18, 2003 a five-year, $25 million interest rate swap at a fixed rate of 3.30%. |
We earn interest on all of the interest rate swaps at the one-month LIBOR rate. The September 1, 2000, the November 1, 2000 and the February 18, 2003 swaps are adjusted on the first and sixteenth of every month and we are obligated to pay interest at the fixed rate set for each swap on the same amount. The January 26, 2003 swap is adjusted once a month on the 26th of each month and we are obligated to pay interest at the fixed rate set. The difference between interest earned and the interest obligation accrued is received or paid each month and is recorded in the statement of operations as flooring interest expense. The one-month LIBOR rate at December 31, 2002 was 1.38% per annum.
We do not enter into derivative instruments for any purpose other than to manage interest rate exposure. That is, we do not speculate using derivative instruments.
The fair value of interest rate swap agreements and the amount of hedging losses deferred on interest rate swaps was $4.1 million at December 31, 2002. Changes in the fair value of the interest rate swaps are reported, net of related income taxes, in accumulated other comprehensive income. These amounts are subsequently reclassified into interest expense as a yield adjustment in the same period in which the related interest on the flooring debt affects earnings. Because the critical terms of the interest rate swaps and the underlying debt obligations are the same, there was no ineffectiveness recorded in interest expense.
Incremental interest expense, net of tax, incurred as a result of the interest rate swaps was $1.5 million in 2002. At current interest rates, we estimate that we will incur additional interest expense, net of tax, of approximately $1.5 million related to our interest rate swaps during 2003.
Risk Management Policies
We assess interest rate cash flow risk by continually identifying and
monitoring changes in interest rate exposures that may adversely impact
expected future cash flows and by evaluating hedging opportunities.
We maintain risk management control systems to monitor interest rate cash flow attributable to both our outstanding and our forecasted debt obligations as well as our offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows.
27
As of December 31, 2002, prior to entering into the two new swap agreements in 2003, approximately 86.3% of our total debt outstanding was subject to un-hedged variable rates of interest. As a result, interest rate declines during 2002 have resulted in a net reduction of our interest expense for 2002 compared to what it would have been at similar debt levels with no interest rate decline. We intend to continue to gradually hedge our interest rate exposure if market rates continue to decline.
Item 8. Financial Statements and Supplementary Financial Data
The financial statements and notes thereto required by this item begin on page F-1 as listed in Item 15 of Part IV of this document. Quarterly financial data for each of the eight quarters in the two-year period ended December 31, 2002 is included in Item 7.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information required by this item will be included under the captions Election of Directors, Executive Officers and Section 16(a) Beneficial Ownership Reporting Compliance, respectively, in our Proxy Statement for our 2003 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this item will be included under the caption Executive Compensation in our Proxy Statement for our 2003 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item will be included under the caption Security Ownership of Certain Beneficial Owners and Management and Equity Compensation Plan Information in our Proxy Statement for our 2003 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The information required by this item will be included under the caption Certain Relationships and Related Transactions in our Proxy Statement for our 2003 Annual Meeting of Shareholders and is incorporated herein by reference.
28
Item 14. Controls and Procedures
Disclosure Controls and Procedures
Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and our Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Rule 13a-15b under the Securities
Exchange Act of 1934. Based on their review of our disclosure controls and
procedures, our Chief Executive Officer and our Chief Financial Officer
have concluded that our disclosure controls and procedures are effective in
timely alerting them to material information relating to us that is
required to be included in our periodic SEC filings.
Internal Controls and Procedures
There were no significant changes in internal controls or in other factors
that could significantly affect these controls subsequent to the date of
their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements and Schedules
The Consolidated Financial Statements, together with the report thereon of
KPMG LLP, are included on the pages indicated below:
Page | ||
|
||
Independent Auditors Report | F-1 | |
Consolidated Balance Sheets as of December 31, 2002 and 2001 | F-2 | |
Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000 | F-3 | |
Consolidated Statements of Changes in Stockholders Equity and Comprehensive Income- December 31, 2002, 2001 and 2000 | F-4 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000 | F-5 | |
Notes to Consolidated Financial Statements | F-6 |
There are no schedules required to be filed herewith.
(b) Reports on Form 8-K
The Company filed one report on Form 8-K during the quarter ended December
31, 2002 pursuant to Item 9. Regulation FD Disclosure dated December 20,
2002 regarding a press release lowering 2002 and 2003 earnings guidance.
29
(c) Exhibits
The following exhibits are filed herewith and this list is intended to constitute the exhibit index:
Exhibit | Description | |||||||
3.1 | (a) | Restated Articles of Incorporation of Lithia Motors, Inc., as amended May 13, 1999. | ||||||
3.2 | (b) | Bylaws of Lithia Motors, Inc. | ||||||
4 | (b) | Specimen Common Stock certificate | ||||||
10.1 | (b) | 1996 Stock Incentive Plan | ||||||
10.2 | (c) | Amendment No. 1 to the Lithia Motors, Inc. 1996 Stock Incentive Plan | ||||||
10.2.1 | (b) | Form of Incentive Stock Option Agreement (1) | ||||||
10.3 | (b) | Form of Non-Qualified Stock Option Agreement (1) | ||||||
10.4 | (d) | 1997 Non-Discretionary Stock Option Plan for Non-Employee Directors | ||||||
10.5 | (e) | Employee Stock Purchase Plan | ||||||
10.6 | (f) | Lithia Motors, Inc. 2001 Stock Option Plan | ||||||
10.6.1 | (g) | Form of Incentive Stock Option Agreement for 2001 Stock Option Plan | ||||||
10.6.2 | (g) | Form of Non-Qualified Stock Option Agreement for 2001 Stock Option Plan | ||||||
10.7 | (a) | Chrysler Corporation Sales and Service Agreement General Provisions | ||||||
10.7.1 | (h) | Chrysler Corporation Chrysler Sales and Service Agreement, dated September 28, 1999, between Chrysler Corporation and Lithia Chrysler Plymouth Jeep Eagle, Inc. (Additional Terms and Provisions to the Sales and Service Agreements are in Exhibit 10.7) (2) | ||||||
10.8 | (b) | Mercury Sales and Service Agreement General Provisions | ||||||
10.8.1 | (e) | Supplemental Terms and Conditions agreement between Ford Motor Company and Lithia Motors, Inc. dated June 12, 1997. | ||||||
10.8.2 | (e) | Mercury Sales and Service Agreement, dated June 1, 1997, between Ford Motor Company and Lithia TLM, LLC dba Lithia Lincoln Mercury (general provisions are in Exhibit 10.8) (3) | ||||||
10.9 | (e) | Volkswagen Dealer Agreement Standard Provisions * | ||||||
10.9.1 | (a) | Volkswagen Dealer Agreement dated September 17, 1998, between Volkswagen of America, Inc. and Lithia HPI, Inc. dba Lithia Volkswagen. (standard provisions are in Exhibit 10.9) (4) | ||||||
10.10 | (b) | General Motors Dealer Sales and Service Agreement Standard Provisions | ||||||
10.10.1 | (a) | Supplemental Agreement to General Motors Corporation Dealer Sales and Service Agreement dated January 16, 1998. | ||||||
10.10.2 | (i) | Chevrolet Dealer Sales and Service Agreement dated October 13, 1998 between General Motors Corporation, Chevrolet Motor Division and Camp Automotive, Inc. (5) | ||||||
10.11 | (b) | Toyota Dealer Agreement Standard Provisions | ||||||
10.11.1 | (a) | Toyota Dealer Agreement, between Toyota Motor Sales, USA, Inc. and Lithia Motors, Inc., dba Lithia Toyota, dated February 15, 1996. (6) |
30
Exhibit | Description | |||
10.12 | (e) | Nissan Standard Provisions | ||
10.12.1 | (a) | Nissan Public Ownership Addendum dated August 30, 1999 (identical documents executed by each Nissan store). | ||
10.12.2 | (e) | Nissan Dealer Term Sales and Service Agreement between Lithia Motors, Inc., Lithia NF, Inc., and the Nissan Division of Nissan Motor Corporation In USA dated January 2, 1998. (standard provisions are in Exhibit 10.12) (7) | ||
10.13 | Credit Agreement dated February 25, 2003 between DaimlerChrysler Services North America LLC, as agent, and Lithia Motors, Inc. | |||
10.14 | Amended and Restated Loan Agreement dated December 28, 2001 between Lithia Financial Corporation, Lithia Motors, Inc. and Lithia SALMIR, Inc. and U.S. Bank National Association. | |||
10.14.1 | Consent, Waiver and Amendment dated January 31, 2003 to Loan Agreement dated December 28, 2001 between Lithia Financial Corporation, Lithia Motors, Inc., Lithia SALMIR, Inc. and Lithia Aircraft, Inc. and U.S. Bank National Association. | |||
10.15 | Amended and Restated Revolving Loan and Security Agreement dated May 10, 2002 between Toyota Motor Credit Corporation and Lithia Real Estate, Inc. | |||
10.16 | (a) | Lease Agreement between CAR LIT, L.L.C. and Lithia Real Estate, Inc. relating to properties in Medford, Oregon.(8) | ||
21 | Subsidiaries of Lithia Motors, Inc. | |||
23 | Consent of KPMG LLP | |||
99.1 | Certification of Sidney B. DeBoer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
99.2 | Certification of Jeffrey B. DeBoer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
99.3 | Risk Factors |
(a) | Incorporated by reference from the Companys Form 10-K for the year ended December 31, 1999 as filed with the Securities and Exchange Commission on March 30, 2000. | |
(b) | Incorporated by reference from the Companys Registration Statement on Form S-1, Registration Statement No. 333-14031, as declared effective by the Securities Exchange Commission on December 18, 1996. | |
(c) | Incorporated by reference from the Companys Form 10-Q for the quarter ended June 30, 1998 as filed with the Securities and Exchange Commission on August 13, 1998. | |
(d) | Incorporated by reference from the Companys Registration Statement on Form S-8, Registration Statement No. 333-45553, as filed with the Securities Exchange Commission on February 4, 1998. | |
(e) | Incorporated by reference from the Companys Form 10-K for the year ended December 31, 1997 as filed with the Securities and Exchange Commission on March 31, 1998. | |
(f) | Incorporated by reference from Appendix B to the Companys Proxy Statement for its 2001 Annual Meeting as filed with the Securities and Exchange Commission on May 8, 2001. | |
(g) | Incorporated by reference from the Companys Form 10-K for the year ended December 31, 2001 as filed with the Securities and Exchange Commission on February 22, 2002. | |
(h) | Incorporated by reference from the Companys Form 10-Q for the quarter ended September 30, 2001 as filed with the Securities and Exchange Commission on November 14, 2001. | |
(i) | Incorporated by reference from the Companys Form 10-K for the year ended December 31, 1998 as filed with the Securities and Exchange Commission on March 31, 1999. |
31
(1) | The board of directors adopted the new stock option agreement forms when it adopted the 2001 Stock Option Plan; and, although no longer being used to grant new stock options, these option agreements remain in effect as there are outstanding stock options issued under these stock option agreements. | |
(2) | Substantially identical agreements exist between DaimlerChrysler Motor Company, LLC and those other subsidiaries operating Dodge, Chrysler, Plymouth or Jeep dealerships. | |
(3) | Substantially identical agreements exist for its Ford and Lincoln-Mercury lines between Ford Motor Company and those other subsidiaries operating Ford or Lincoln-Mercury dealerships. | |
(4) | Substantially identical agreements exist between Volkswagen of America, Inc. and those subsidiaries operating Volkswagen dealerships. | |
(5) | Substantially identical agreements exist between Chevrolet Motor Division, GM Corporation and those other subsidiaries operating General Motors dealerships. | |
(6) | Substantially identical agreements exist (except the terms are all 2 years) between Toyota Motor Sales, USA, Inc. and those other subsidiaries operating Toyota dealerships. | |
(7) | Substantially identical agreements exist between Nissan Motor Corporation and those other subsidiaries operating Nissan dealerships. | |
(8) | Lithia Real Estate, Inc. leases all the property in Medford, Oregon sold to CAR LIT, LLC under substantially identical leases covering six separate blocks of property. |
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 28, 2003 | LITHIA MOTORS, INC. | |||
By /s/ SIDNEY B. DEBOER Sidney B. DeBoer Chairman of the Board and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 28, 2003:
Signature | Title | |
/s/ SIDNEY B. DEBOER
Sidney B. DeBoer |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
|
/s/ JEFFREY B. DEBOER
Jeffrey B. DeBoer |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
|
/s/ M. L. DICK HEIMANN
M. L. Dick Heimann |
Director, President and Chief Operating Officer |
|
/s/ R. BRADFORD GRAY
R. Bradford Gray |
Director and Executive Vice President | |
/s/ THOMAS BECKER Thomas Becker |
Director | |
/s/ GERALD F. TAYLOR
Gerald F. Taylor |
Director | |
/s/ WILLIAM J. YOUNG
William J. Young |
Director |
33
CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Sidney B. DeBoer, certify that:
1. | I have reviewed this annual report on Form 10-K of Lithia Motors, Inc.; | ||
2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; | ||
3. | Based on my knowledge, the financial statements and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: | ||
a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; | ||
b) | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the Evaluation Date); and | ||
c) | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; | ||
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and | ||
6. | The registrants other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date: March 28, 2003
/s/ Sidney B. DeBoer
Sidney B. DeBoer
Chairman of the Board,
Chief Executive Officer and Secretary
Lithia Motors, Inc.
34
CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey B. DeBoer, certify that:
1. | I have reviewed this annual report on Form 10-K of Lithia Motors, Inc.; | ||
2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; | ||
3. | Based on my knowledge, the financial statements and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: | ||
a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; | ||
b) | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the Evaluation Date); and | ||
c) | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; | ||
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): | ||
a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and |
6. | The registrants other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date: March 28, 2003
/s/ Jeffrey B. DeBoer
Jeffrey B. DeBoer
Senior Vice President
and Chief Financial Officer
Lithia Motors, Inc.
35
Independent Auditors Report
The Board of Directors and Shareholders
Lithia Motors, Inc. and Subsidiaries:
We have audited the accompanying consolidated balance sheets of Lithia Motors, Inc. and Subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, changes in stockholders equity and comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2002. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Lithia Motors, Inc. and Subsidiaries as of December 31, 2002 and 2001, and the consolidated results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.
As discussed in note 1 to the financial statements, effective January 1, 2001, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. As also discussed in note 1 to the financial statements, effective July 1, 2001, the Company adopted the provisions of SFAS No. 141, Business Combinations, and certain provisions of SFAS No. 142, Goodwill and Other Intangible Assets, as required for goodwill and intangible assets resulting from business combinations consummated after June 30, 2001. Effective January 1, 2002, the Company adopted the remaining provisions of SFAS No. 142.
KPMG LLP
February 7, 2003, except as to
note 15,
which is as of February 25, 2003
F-1
LITHIA MOTORS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
December 31, | |||||||||||
2002 | 2001 | ||||||||||
Assets |
|||||||||||
Current Assets: |
|||||||||||
Cash and cash equivalents |
$ | 15,932 | $ | 18,814 | |||||||
Contracts in transit |
41,493 | 41,041 | |||||||||
Trade receivables, net of allowance for doubtful
accounts of $455 and $504 |
40,680 | 33,196 | |||||||||
Notes receivable, current portion, net of allowance
for doubtful accounts of $247 and $601 |
167 | 1,361 | |||||||||
Inventories, net |
445,908 | 275,398 | |||||||||
Vehicles leased to others, current portion |
5,341 | 5,554 | |||||||||
Prepaid expenses and other |
5,707 | 3,759 | |||||||||
Deferred income taxes |
550 | 1,286 | |||||||||
Total Current Assets |
555,778 | 380,409 | |||||||||
Land and buildings, net of accumulated
depreciation of $3,618 and $2,098 |
118,696 | 84,739 | |||||||||
Equipment and other, net of accumulated
depreciation of $14,602 and $9,695 |
58,215 | 37,238 | |||||||||
Notes receivable, less current portion |
881 | 244 | |||||||||
Vehicles leased to others, less current portion |
19 | 122 | |||||||||
Goodwill, net of accumulated amortization of
$9,407 and $9,407 |
185,212 | 149,742 | |||||||||
Other intangible assets, net of accumulated
amortization of $330 and $312 |
20,985 | 7,107 | |||||||||
Other non-current assets |
2,263 | 3,343 | |||||||||
Total Assets |
$ | 942,049 | $ | 662,944 | |||||||
Liabilities and Stockholders Equity |
|||||||||||
Current Liabilities: |
|||||||||||
Flooring notes payable |
$ | 364,635 | $ | 211,947 | |||||||
Current maturities of long-term debt |
4,466 | 10,203 | |||||||||
Trade payables |
19,445 | 16,894 | |||||||||
Accrued liabilities |
40,924 | 36,531 | |||||||||
Total Current Liabilities |
429,470 | 275,575 | |||||||||
Used Vehicle Flooring Facility |
63,000 | 69,000 | |||||||||
Real Estate Debt, less current maturities |
73,798 | 40,693 | |||||||||
Other Long-Term Debt, less current maturities |
30,914 | 55,137 | |||||||||
Deferred Revenue |
1,617 | 1,481 | |||||||||
Other Long-Term Liabilities |
9,581 | 8,181 | |||||||||
Deferred Income Taxes |
13,676 | 9,380 | |||||||||
Total Liabilities |
622,056 | 459,447 | |||||||||
Stockholders Equity: |
|||||||||||
Preferred stock - no par value; authorized 15,000 shares; 15 shares
designated Series M Preferred;
issued and outstanding 0 and 9.7 |
| 5,806 | |||||||||
Class A common stock - no par value;
authorized 100,000 shares; issued and
outstanding 14,299 and 8,894 |
203,577 | 113,553 | |||||||||
Class B common stock - no par value
authorized 25,000 shares; issued and
outstanding 3,762 and 4,040 |
468 | 502 | |||||||||
Additional paid-in capital |
929 | 507 | |||||||||
Accumulated other comprehensive loss |
(2,517 | ) | (2,091 | ) | |||||||
Retained earnings |
117,536 | 85,220 | |||||||||
Total Stockholders Equity |
319,993 | 203,497 | |||||||||
Total Liabilities and Stockholders Equity |
$ | 942,049 | $ | 662,944 | |||||||
See accompanying notes to consolidated financial statements.
F-2
LITHIA MOTORS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share amounts)
Year Ended December 31, | ||||||||||||||
2002 | 2001 | 2000 | ||||||||||||
Revenues: |
||||||||||||||
New vehicle sales |
$ | 1,284,657 | $ | 993,635 | $ | 899,659 | ||||||||
Used vehicle sales |
738,149 | 585,415 | 482,209 | |||||||||||
Service, body and parts |
229,970 | 187,725 | 164,002 | |||||||||||
Finance and insurance |
81,068 | 65,815 | 55,019 | |||||||||||
Fleet and other |
43,116 | 40,598 | 57,722 | |||||||||||
Total revenues |
2,376,960 | 1,873,188 | 1,658,611 | |||||||||||
Cost of sales |
2,002,157 | 1,566,713 | 1,391,042 | |||||||||||
Gross profit |
374,803 | 306,475 | 267,569 | |||||||||||
Selling, general and administrative |
296,137 | 239,042 | 195,500 | |||||||||||
Depreciation - buildings |
2,405 | 1,261 | 994 | |||||||||||
Depreciation - equipment and other |
5,390 | 4,221 | 3,425 | |||||||||||
Amortization |
18 | 3,793 | 3,186 | |||||||||||
Income from operations |
70,853 | 58,158 | 64,464 | |||||||||||
Other income (expense): |
||||||||||||||
Floorplan interest expense |
(11,289 | ) | (14,497 | ) | (17,728 | ) | ||||||||
Other interest expense |
(6,115 | ) | (7,822 | ) | (7,917 | ) | ||||||||
Other income, net |
(683 | ) | (410 | ) | 716 | |||||||||
(18,087 | ) | (22,729 | ) | (24,929 | ) | |||||||||
Income before income taxes |
52,766 | 35,429 | 39,535 | |||||||||||
Income tax expense |
(20,450 | ) | (13,675 | ) | (15,222 | ) | ||||||||
Net income |
$ | 32,316 | $ | 21,754 | $ | 24,313 | ||||||||
Basic net income per share |
$ | 1.88 | $ | 1.63 | $ | 1.78 | ||||||||
Shares used in basic net income per share |
17,233 | 13,371 | 13,652 | |||||||||||
Diluted net income per share |
$ | 1.84 | $ | 1.60 | $ | 1.76 | ||||||||
Shares used in diluted net income per share |
17,598 | 13,612 | 13,804 | |||||||||||
See accompanying notes to consolidated financial statements.
F-3
LITHIA MOTORS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders Equity and Comprehensive Income
For the years ended December 31, 2000, 2001 and 2002
(In thousands, except share data)
Common Stock | |||||||||||||||||||||||||||
Series M Preferred Stock | Class A | Class B | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||
Balance at December 31, 1999 |
10,360 | $ | 6,216 | 7,824,463 | $ | 102,333 | 4,087,000 | $ | 508 | ||||||||||||||||||
Comprehensive income: |
|||||||||||||||||||||||||||
Net income |
| | | | | | |||||||||||||||||||||
Unrealized gain on investments |
| | | | | | |||||||||||||||||||||
Total comprehensive income |
|||||||||||||||||||||||||||
Issuance of stock in connection with
acquisitions |
4,499 | 2,699 | 303,542 | 4,500 | | | |||||||||||||||||||||
Issuance of stock in connection with
employee stock plans |
| | 324,082 | 2,213 | | | |||||||||||||||||||||
Repurchase of Class A Common Stock |
| | (40,000 | ) | (481 | ) | | | |||||||||||||||||||
Compensation for stock option issuances |
| | | | | | |||||||||||||||||||||
Balance at December 31, 2000 |
14,859 | 8,915 | 8,412,087 | 108,565 | 4,087,000 | 508 | |||||||||||||||||||||
Comprehensive income: |
|||||||||||||||||||||||||||
Net income |
| | | | | | |||||||||||||||||||||
Unrealized loss on investments,net |
| | | | | | |||||||||||||||||||||
Cash flow hedges: |
|||||||||||||||||||||||||||
Cumulative effect of adoption of SFAS
133, net of tax effect of $594 |
| | | | | | |||||||||||||||||||||
Net derivative losses, net of tax effect
of $1,237 |
| | | | | | |||||||||||||||||||||
Reclassification adjustment, net of tax
effect of $(523) |
| | | | | | |||||||||||||||||||||
Total comprehensive income |
|||||||||||||||||||||||||||
Issuance of stock in connection with
employee stock plans |
| | 169,492 | 1,873 | | | |||||||||||||||||||||
Conversion of Series M Preferred Stock |
(5,183 | ) | (3,109 | ) | 265,247 | 3,109 | | | |||||||||||||||||||
Conversion of Class B Common Stock |
| | 47,281 | 6 | (47,281 | ) | (6 | ) | |||||||||||||||||||
Compensation for stock option issuances |
| | | | | | |||||||||||||||||||||
Balance at December 31, 2001 |
9,676 | 5,806 | 8,894,107 | 113,553 | 4,039,719 | 502 | |||||||||||||||||||||
Comprehensive income: |
|||||||||||||||||||||||||||
Net income |
| | | | | | |||||||||||||||||||||
Unrealized gain on investments,net |
| | | | | | |||||||||||||||||||||
Cash flow hedges: |
|||||||||||||||||||||||||||
Net derivative losses, net of tax effect
of $1,234 |
| | | | | | |||||||||||||||||||||
Reclassification adjustment, net of tax
effect of $(963) |
| | | | | | |||||||||||||||||||||
Total comprehensive income |
|||||||||||||||||||||||||||
Issuance of stock in connection with
public offering |
| | 4,500,000 | 77,198 | | | |||||||||||||||||||||
Issuance of stock in connection with
acquisition |
| | 25,000 | 475 | | | |||||||||||||||||||||
Issuance of stock in connection with
employee stock plans |
| | 352,836 | 5,067 | | | |||||||||||||||||||||
Conversion and redemption of Series M
Preferred Stock |
(9,676 | ) | (5,806 | ) | 249,311 | 7,250 | | | |||||||||||||||||||
Conversion of Class B Common Stock |
| | 277,488 | 34 | (277,488 | ) | (34 | ) | |||||||||||||||||||
Compensation for stock option issuances
and tax benefits from option exercises |
| | | | | | |||||||||||||||||||||
Balance at December 31, 2002 |
| $ | | 14,298,742 | $ | 203,577 | 3,762,231 | $ | 468 | ||||||||||||||||||
[Additional columns below]
[Continued from above table, first column(s) repeated]
Accumulated | |||||||||||||||||||
Other | |||||||||||||||||||
Compre- | |||||||||||||||||||
Additional | hensive | Total | |||||||||||||||||
Paid In | Income | Retained | Stockholders' | ||||||||||||||||
Capital | (Loss) | Earnings | Equity | ||||||||||||||||
Balance at December 31, 1999 |
$ | 7,428 | $ | | $ | 39,153 | $ | 155,638 | |||||||||||
Comprehensive income: |
|||||||||||||||||||
Net income |
| | 24,313 | 24,313 | |||||||||||||||
Unrealized gain on investments |
| 15 | | 15 | |||||||||||||||
Total comprehensive income |
24,328 | ||||||||||||||||||
Issuance of stock in connection with
acquisitions |
(7,200 | ) | | | (1 | ) | |||||||||||||
Issuance of stock in connection with
employee stock plans |
| | | 2,213 | |||||||||||||||
Repurchase of Class A Common Stock |
| | | (481 | ) | ||||||||||||||
Compensation for stock option issuances |
78 | | | 78 | |||||||||||||||
Balance at December 31, 2000 |
306 | 15 | 63,466 | 181,775 | |||||||||||||||
Comprehensive income: |
|||||||||||||||||||
Net income |
| | 21,754 | 21,754 | |||||||||||||||
Unrealized loss on investments,net |
| (26 | ) | | (26 | ) | |||||||||||||
Cash flow hedges: |
|||||||||||||||||||
Cumulative effect of adoption of SFAS
133, net of tax effect of $594 |
| (948 | ) | | (948 | ) | |||||||||||||
Net derivative losses, net of tax effect
of $1,237 |
| (1,963 | ) | | (1,963 | ) | |||||||||||||
Reclassification adjustment, net of tax
effect of $(523) |
| 831 | | 831 | |||||||||||||||
Total comprehensive income |
19,648 | ||||||||||||||||||
Issuance of stock in connection with
employee stock plans |
| | | 1,873 | |||||||||||||||
Conversion of Series M Preferred Stock |
(20 | ) | | | (20 | ) | |||||||||||||
Conversion of Class B Common Stock |
| | | | |||||||||||||||
Compensation for stock option issuances |
221 | | | 221 | |||||||||||||||
Balance at December 31, 2001 |
507 | (2,091 | ) | 85,220 | 203,497 | ||||||||||||||
Comprehensive income: |
|||||||||||||||||||
Net income |
| | 32,316 | 32,316 | |||||||||||||||
Unrealized gain on investments,net |
| 3 | | 3 | |||||||||||||||
Cash flow hedges: |
|||||||||||||||||||
Net derivative losses, net of tax effect
of $1,234 |
| (1,948 | ) | | (1,948 | ) | |||||||||||||
Reclassification adjustment, net of tax
effect of $(963) |
| 1,519 | | 1,519 | |||||||||||||||
Total comprehensive income |
31,890 | ||||||||||||||||||
Issuance of stock in connection with
public offering |
| | | 77,198 | |||||||||||||||
Issuance of stock in connection with
acquisition |
| | | 475 | |||||||||||||||
Issuance of stock in connection with
employee stock plans |
| | | 5,067 | |||||||||||||||
Conversion and redemption of Series M
Preferred Stock |
(11 | ) | | | 1,433 | ||||||||||||||
Conversion of Class B Common Stock |
| | | | |||||||||||||||
Compensation for stock option issuances
and tax benefits from option exercises |
433 | | | 433 | |||||||||||||||
Balance at December 31, 2002 |
$ | 929 | $ | (2,517 | ) | $ | 117,536 | $ | 319,993 | ||||||||||
See accompanying notes to consolidated financial statements.
F-4
LITHIA MOTORS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
Year Ended December 31, | ||||||||||||||||
2002 | 2001 | 2000 | ||||||||||||||
Cash flows from operating activities: |
||||||||||||||||
Net income |
$ | 32,316 | $ | 21,754 | $ | 24,313 | ||||||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||||||||
Depreciation and amortization |
7,813 | 9,275 | 7,605 | |||||||||||||
Compensation related to stock option issuances |
169 | 221 | 78 | |||||||||||||
(Gain) loss on sale of assets |
77 | (43 | ) | 55 | ||||||||||||
(Gain) loss on sale of vehicles leased to others |
58 | (20 | ) | 13 | ||||||||||||
Gain on sale of franchise |
(50 | ) | (352 | ) | | |||||||||||
Deferred income taxes |
4,963 | (97 | ) | 196 | ||||||||||||
Equity in (income) loss of affiliate |
(4 | ) | 87 | (30 | ) | |||||||||||
(Increase) decrease, net of effect of acquisitions: |
||||||||||||||||
Trade and installment contract receivables, net |
(4,512 | ) | (1,007 | ) | (3,701 | ) | ||||||||||
Contracts in transit |
1,626 | (8,079 | ) | (11,310 | ) | |||||||||||
Inventories |
(107,126 | ) | 64,200 | 1,814 | ||||||||||||
Prepaid expenses and other |
(1,126 | ) | 654 | (391 | ) | |||||||||||
Other non-current assets |
1,473 | (663 | ) | (1,426 | ) | |||||||||||
Increase (decrease), net of effect of acquisitions: |
||||||||||||||||
Floorplan notes payable |
106,583 | (58,321 | ) | 7,083 | ||||||||||||
Trade payables |
2,032 | 3,243 | 814 | |||||||||||||
Accrued liabilities |
2,539 | 10,958 | (1,368 | ) | ||||||||||||
Other liabilities |
835 | (630 | ) | 1,232 | ||||||||||||
Net cash provided by operating activities |
47,666 | 41,180 | 24,977 | |||||||||||||
Cash flows from investing activities: |
||||||||||||||||
Notes receivable issued |
(178 | ) | (902 | ) | (734 | ) | ||||||||||
Principal payments received on notes receivable |
1,410 | 2,715 | 4,197 | |||||||||||||
Capital expenditures: |
||||||||||||||||
Non-financeable |
(5,691 | ) | (4,439 | ) | (3,599 | ) | ||||||||||
Financeable |
(32,792 | ) | (26,247 | ) | (22,384 | ) | ||||||||||
Proceeds from sale of assets |
1,672 | 7,635 | 1,140 | |||||||||||||
Proceeds from sale of vehicles leased to others |
2,219 | 4,675 | 6,597 | |||||||||||||
Expenditures for vehicles leased to others |
(7,372 | ) | (6,228 | ) | (9,701 | ) | ||||||||||
Cash paid for other investments |
(384 | ) | | | ||||||||||||
Cash paid for acquisitions, net of cash acquired |
(81,698 | ) | (45,496 | ) | (57,657 | ) | ||||||||||
Cash from sale of franchises |
535 | 7,060 | 1,287 | |||||||||||||
Distribution from affiliate |
| | 380 | |||||||||||||
Net cash used in investing activities |
(122,279 | ) | (61,227 | ) | (80,474 | ) | ||||||||||
Cash flows from financing activities: |
||||||||||||||||
Net borrowings (repayments) on lines of credit |
(28,000 | ) | 24,000 | 54,120 | ||||||||||||
Payments on capital lease obligations |
(9 | ) | (132 | ) | (107 | ) | ||||||||||
Principal payments on long-term debt |
(11,214 | ) | (9,776 | ) | (13,560 | ) | ||||||||||
Proceeds from issuance of long-term debt |
33,055 | 17,089 | 9,430 | |||||||||||||
Repurchase of common stock |
| | (481 | ) | ||||||||||||
Redemption of Series M Preferred Stock |
(4,366 | ) | | | ||||||||||||
Proceeds from issuance of common stock |
82,265 | 1,853 | 2,213 | |||||||||||||
Net cash provided by financing activities |
71,731 | 33,034 | 51,615 | |||||||||||||
Increase (decrease) in cash and cash equivalents |
(2,882 | ) | 12,987 | (3,882 | ) | |||||||||||
Cash and cash equivalents: |
||||||||||||||||
Beginning of year |
18,814 | 5,827 | 9,709 | |||||||||||||
End of year |
$ | 15,932 | $ | 18,814 | $ | 5,827 | ||||||||||
Supplemental disclosures of cash flow information: |
||||||||||||||||
Cash paid during the period for interest |
$ | 17,100 | $ | 23,282 | $ | 25,580 | ||||||||||
Cash paid during the period for income taxes |
16,541 | 12,657 | 15,266 | |||||||||||||
Supplemental schedule of noncash investing and financing activities: |
||||||||||||||||
Stock issued in connection with acquisitions |
$ | 475 | $ | | $ | | ||||||||||
Debt assumed/issued in connection with acquisitions |
3,314 | | 5,978 | |||||||||||||
Termination of capital lease |
| 58 | | |||||||||||||
Assets acquired with debt |
| 6,982 | | |||||||||||||
Debt extinguished through refinancing |
4,360 | 10,840 | |
See accompanying notes to consolidated financial statements.
F-5
LITHIA MOTORS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 and 2000
(1) | Summary of Significant Accounting Policies |
Organization and Business
Lithia is a leading operator of automotive franchises and retailer of new and used vehicles and services. As of December 31, 2002, Lithia offered 24 brands of new vehicles through 130 franchises in 69 stores in the western United States and over the Internet. As of December 31, 2002, Lithia operated 17 stores in Oregon, 11 in California, 10 in Washington, 7 in Texas, 6 in Idaho, 6 in Colorado, 5 in Nevada, 3 in South Dakota, 2 in Alaska and 2 in Nebraska. Lithia sells new and used cars and light trucks; sells replacement parts; provides vehicle maintenance, warranty, paint and repair services; and arranges related financing and insurance for its automotive customers.
Principles of Consolidation
The accompanying financial statements reflect the results of operations, the financial position, and the cash flows for Lithia Motors, Inc. and its directly and indirectly wholly-owned subsidiaries. All significant intercompany accounts and transactions, consisting principally of intercompany sales, have been eliminated upon consolidation.
Cash and Cash Equivalents
Cash and cash equivalents are defined as cash on hand and cash in bank accounts
Contracts in Transit
Contracts in transit relate to amounts due from various lenders for the financing of vehicles sold and are typically received within five days of selling a vehicle.
Trade Receivables
Trade receivables include amounts due from customers for vehicles and service and parts business, from manufacturers for factory rebates, dealer incentives and warranty reimbursement, insurance companies, finance companies and other miscellaneous receivables.
Inventories
The Company accounts for inventories at the lower of market value or cost, using the specific identification method for vehicles and the first-in first-out (FIFO) method for parts (collectively, the FIFO method).
Vehicles Leased to Others and Related Leases Receivable
Vehicles leased to others are stated at cost and depreciated over their estimated useful lives (5 years) on a straight-line basis. Lease receivables result from customer, employee and fleet leases of vehicles under agreements that qualify as operating leases. Leases are cancelable at the option of the lessee after providing 30 days written notice. Vehicles leased to others are classified as current or non-current based on the remaining lease term.
F-6
Property, Plant and Equipment
Property, plant and equipment are stated at cost and are being depreciated over their estimated useful lives, principally on the straight-line basis. The range of estimated useful lives is as follows:
Buildings and improvements |
40 years | |||
Service equipment |
5 to 10 years | |||
Furniture, signs and fixtures |
5 to 10 years |
The cost for maintenance, repairs and minor renewals is expensed as incurred, while significant renewals and betterments are capitalized. In addition, interest on borrowings for major capital projects, significant renewals and betterments is capitalized. Capitalized interest then becomes a part of the cost of the depreciable asset and is depreciated according to the estimated useful lives as previously stated.
When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is credited or charged to income.
Leased property meeting certain criteria is capitalized and the present value of the related lease payments is recorded as a liability. Amortization of capitalized leased assets is computed on a straight-line basis over the shorter of the useful life or the term of the lease and is included in depreciation expense.
Environmental Liabilities and Expenditures
Accruals for environmental matters, if any, are recorded in operating expenses when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Accrued liabilities are exclusive of claims against third parties and are not discounted.
In general, costs related to environmental remediation are charged to expense. Environmental costs are capitalized if such costs increase the value of the property and/or mitigate or prevent contamination from future operations.
Lithia is aware of contamination at certain of its current and former facilities, and is in the process of conducting investigations and/or remediation at some of these properties. Based on its current information, Lithia does not believe that any costs or liabilities relating to such contamination, other environmental matters or compliance with environmental regulations will have a material adverse effect on its cash flows, results of operations or financial condition. There can be no assurances, however, that additional environmental matters will not arise or that new conditions or facts will not develop in the future at Lithias current or formerly owned or operated facilities, or at sites that it may acquire in the future, that will result in a material adverse effect on its cash flows, results of operations or financial condition.
Income Taxes
Income taxes are accounted for under the asset and liability method as prescribed by Statement of Financial Accounting Standards (SFAS) No. 109 Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
F-7
Computation of Per Share Amounts
Basic earnings per share (EPS) and diluted EPS are computed using the methods prescribed by SFAS No. 128, Earnings per Share. Following is a reconciliation of basic EPS and diluted EPS (in thousands, except per share amounts):
Year Ended December 31, | 2002 | 2001 | 2000 | ||||||||||||||||||||||||||||||||||
Per | Per | Per | |||||||||||||||||||||||||||||||||||
Share | Share | Share | |||||||||||||||||||||||||||||||||||
Income | Shares | Amount | Income | Shares | Amount | Income | Shares | Amount | |||||||||||||||||||||||||||||
Basic EPS |
|||||||||||||||||||||||||||||||||||||
Income available to
common stockholders |
$ | 32,316 | 17,233 | $ | 1.88 | $ | 21,754 | 13,371 | $ | 1.63 | $ | 24,313 | 13,652 | $ | 1.78 | ||||||||||||||||||||||
Diluted EPS |
|||||||||||||||||||||||||||||||||||||
Stock options |
| 365 | | 241 | | 152 | |||||||||||||||||||||||||||||||
Income available to
common stockholders |
$ | 32,316 | 17,598 | $ | 1.84 | $ | 21,754 | 13,612 | $ | 1.60 | $ | 24,313 | 13,804 | $ | 1.76 | ||||||||||||||||||||||
Zero, 451,000 and 683,000 shares issuable pursuant to stock options have not been included in the above calculations for 2002, 2001 and 2000, respectively, since they would have been antidilutive, or not in the money.
Advertising
The Company expenses production and other costs of advertising as incurred as a component of selling, general and administrative expense. Advertising expense, net of manufacturer credits, was $17.8 million, $15.7 million and $15.3 million for the years ended December 31, 2002, 2001 and 2000, respectively. Advertising credits received from manufacturers are deferred and credited to advertising expense as related vehicles are sold.
Goodwill and Other Identifiable Intangible Assets
Goodwill represents the excess purchase price over fair value of net assets acquired, which is not allocable to separately identifiable intangible assets. Other identifiable intangible assets represent the franchise value of stores acquired since July 1, 2001. Substantially all of the Companys other identifiable intangible assets have indefinite useful lives.
Pursuant to SFAS No. 142, Goodwill and Other Intangible Assets, which was adopted in the first quarter of 2002, goodwill and other identifiable intangible assets are no longer amortized, but, instead, tested for impairment, at least annually, in accordance with the provisions of SFAS No. 142.
The Company adopted the provisions of SFAS No. 141 Business Combinations effective July 1, 2001. As required, upon adoption of SFAS No. 142, SFAS No. 141 required that Lithia evaluate its existing intangible assets and goodwill, that were acquired in prior purchase business combinations, and make any necessary reclassifications in order to conform with the criteria in SFAS No. 141 for recognition apart from goodwill. Lithia did not reclassify any intangibles upon adoption of SFAS No. 142.
Lithia tested its goodwill and other identifiable intangible assets for impairment utilizing the discounted cash flows method in accordance with the provisions of SFAS No. 142 during the first quarter of 2002 and determined that no impairment losses were required to be recognized. Growth rates utilized in the calculation were calculated individually for each region with data derived from the U.S. Census Bureau on population growth and the U.S. Department of Labor, Bureau of Labor Statistics for historical consumer price index data. The discount rate applied to the future cash flows was derived from a Capital Asset Pricing Model, which factors in an equity risk premium and a risk free rate.
F-8
The following table discloses what reported net income would have been in all periods presented prior to the adoption of SFAS No. 142 exclusive of amortization expense (including any related tax effects) recognized in those periods related to goodwill and other identifiable intangible assets that are no longer being amortized.
Year Ended December 31, | ||||||||
(In thousands, except per share amounts) | 2001 | 2000 | ||||||
Net income as reported |
$ | 21,754 | $ | 24,313 | ||||
Add back amortization of goodwill and other
intangible assets, net of tax effect of
$(1,414) and $(1,211) |
2,250 | 1,935 | ||||||
Adjusted net income |
$ | 24,004 | $ | 26,248 | ||||
Basic net income per share as reported |
$ | 1.63 | $ | 1.78 | ||||
Adjustment for add back of amortization
expense, net of tax effect |
0.17 | 0.14 | ||||||
Adjusted basic net income per share |
$ | 1.80 | $ | 1.92 | ||||
Diluted net income as reported |
$ | 1.60 | $ | 1.76 | ||||
Adjustment for add back of amortization
expense, net of tax effect |
0.16 | 0.14 | ||||||
Adjusted diluted net income per share |
$ | 1.76 | $ | 1.90 | ||||
Concentrations of Credit Risk
Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising the Companys customer base. Receivables from all manufacturers accounted for 21.5% and 14.9%, respectively, of total accounts receivable at December 31, 2002 and 2001. Included in the 21.5% is one manufacturer who accounted for 8.8% of the total accounts receivable balance at December 31, 2002. Included in the 14.9% is one manufacturer who accounted for 5.6% of the total accounts receivable balance at December 31, 2001.
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash deposits. The Company generally is exposed to credit risk from balances on deposit in financial institutions in excess of the FDIC-insured limit.
Financial Instruments and Market Risks
The carrying amount of cash equivalents, contracts in transit, trade receivables, trade payables, accrued liabilities and short term borrowings approximates fair value because of the short-term nature of these instruments. The fair values of long-term debt and notes receivable for leased vehicles accounted for as sales-type leases were estimated by discounting the future cash flows using market interest rates and do not differ significantly from that reflected in the financial statements.
Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Lithia has variable rate floor plan notes payable and other credit line borrowings that subject it to market risk exposure. At December 31, 2002 Lithia had $490.8 million outstanding under such facilities at interest rates ranging from 2.88% to 4.13% per annum. An increase or decrease in the interest rates would affect interest expense for the period accordingly.
F-9
Lithia also subjects itself to credit risk and market risk by entering into interest rate swaps. See Note 4. The Company minimizes the credit or repayment risk in derivative instruments by entering into transactions with high quality institutions, whose credit rating is higher than Aa.
Derivative Financial Instruments
Lithia enters into interest rate swap agreements to reduce its exposure to market risks from changing interest rates on its new vehicle floorplan lines of credit. The difference between interest paid and interest received, which may change as market interest rates change, is accrued and recognized as floorplan interest expense. If a swap is terminated prior to its maturity, the gain or loss is recognized over the remaining original life of the swap if the item hedged remains outstanding, or immediately if the item hedged does not remain outstanding. If the swap is not terminated prior to maturity, but the underlying hedged debt item is no longer outstanding, the interest rate swap is marked to market, and any unrealized gain or loss is recognized immediately.
Effective January 1, 2001, Lithia adopted the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities-an amendment of FASB Statement No. 133 and SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities (collectively, the Standards). The Standards require that all derivative instruments (including certain derivative instruments embedded in other contracts) be recorded on the balance sheet as either an asset or liability measured at its fair value, and that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Upon adoption of the Standards, the Company recorded a liability of $1.5 million and a corresponding, net-of-tax cumulative-effect-type adjustment of $948,000 in accumulated other comprehensive income to recognize, at fair value, all derivatives that are designated as cash-flow hedging instruments.
Letters of Credit and Surety Bonds
In the ordinary course of business, the Company is required to post performance and surety bonds and letters of credit as may be required by various states, regulatory bodies, or other third parties. At December 31, 2002, the amount issued totaled $3.3 million, with expiration dates ranging from February 2003 to August 2006.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to financial statements. Changes in such estimates may affect amounts reported in future periods.
Estimates are used in the calculation of certain reserves the Company maintains for charge backs on estimated cancellations of service contracts, life, accident and disability insurance policies, and finance fees from financial institutions. The Company also uses estimates in the calculation of various accruals and reserves including anticipated workers compensation premium expenses related to a retrospective cost policy, estimated uncollectible accounts and notes receivable, environmental matters and warranty.
F-10
Revenue Recognition
Revenue from the sale of vehicles is recognized upon delivery, when the sales contract is signed, down payment has been received and funding has been approved from the lending agent. Fleet sales of vehicles whereby the Company does not take possession of the vehicles are shown on a net basis in fleet and other revenue.
Finance fees earned by the Company for notes placed with financial institutions in connection with customer vehicle financing are recognized, net of estimated charge-backs, as finance and insurance revenue upon acceptance of the credit by the financial institution. Insurance income from third party insurance companies for commissions earned on credit life, accident and disability insurance policies sold in connection with the sale of a vehicle are recognized, net of administration fees and anticipated cancellations, as finance and insurance revenue upon execution of the insurance contract.
Commissions from third party service contracts are recognized, net of administration fees and anticipated cancellations, as finance and insurance revenue upon sale of the contracts.
Warranty
The Company offers a 60-day limited warranty on the sale of retail used vehicles. The Company estimates its warranty liability based on the number of vehicles sold and an estimated cost per vehicle based on past experience. The estimated warranty is added to cost of sales upon sale of the related vehicle. At December 31, 2002 and 2001, accrued warranty totaled $525,000 and $456,000, respectively, and is included in other current liabilities on the consolidated balance sheet.
Comprehensive Income
Comprehensive income includes the unrealized gain on investments and the fair value of cash flow hedging instruments that are reflected in stockholders equity, net of tax, instead of net income.
Major Supplier and Dealer Agreements
The Company purchases substantially all of its new vehicles and inventory from various manufacturers at the prevailing prices charged by auto makers to all franchised dealers. The Companys overall sales could be impacted by the auto makers inability or unwillingness to supply the dealership with an adequate supply of popular models.
The Company enters into agreements (Dealer Agreements) with the manufacturers. The Dealer Agreements generally limit the location of the dealership and provide the auto maker approval rights over changes in dealership management and ownership. The automakers are also entitled to terminate the Dealer Agreements if the dealership is in material breach of the terms. The Companys ability to expand operations depends, in part, on obtaining consents of the manufacturers for the acquisition of additional dealerships.
Stock-Based Compensation
SFAS No. 123, Accounting for Stock-Based Compensation, which establishes a fair value-based method of accounting for stock-based compensation plans and requires additional disclosures for those companies that elect not to adopt the new method of accounting, was issued in October 1995. The Company has elected to continue to account for stock options under APB Opinion No. 25, Accounting for Stock Issued to Employees. Entities electing to remain with the accounting in APB No. 25 must make pro forma disclosures of net income and earnings per share, as if the fair value based method of accounting defined in SFAS No. 123 had been adopted. In December 2002, SFAS No. 148
F-11
Accounting for Stock-Based Compensation - Transition and Disclosure was issued. SFAS No. 148 amends SFAS No. 123 for certain transition provisions for companies electing to adopt the fair value method and amends SFAS No. 123 for certain financial statement disclosures, including interim financial statements. The Company adopted SFAS No. 148 in December 2002. The Company has elected to account for its stock-based compensation plans (which are described in Note 10) under APB No. 25. The Company has computed, for pro forma disclosure purposes, the impact on net income and net income per share if the Company had accounted for its stock-based compensation plans in accordance with SFAS No. 123 as follows:
Year Ended December 31, | 2002 | 2001 | 2000 | ||||||||||
Net income, as reported |
$ | 32,316 | $ | 21,754 | $ | 24,313 | |||||||
Add Stock-based employee
compensation expense included in
reported net income, net of related
tax effects |
103 | 135 | 48 | ||||||||||
Deduct - total stock-based employee
compensation expense determined under
the fair value based method for all
awards, net of related tax effects |
(2,016 | ) | (2,473 | ) | (2,333 | ) | |||||||
Net income, pro forma |
$ | 30,403 | $ | 19,416 | $ | 22,028 | |||||||
Basic net income per share: |
|||||||||||||
As reported |
$ | 1.88 | $ | 1.63 | $ | 1.78 | |||||||
Pro forma |
$ | 1.76 | $ | 1.45 | $ | 1.61 | |||||||
Diluted net income per share: |
|||||||||||||
As reported |
$ | 1.84 | $ | 1.60 | $ | 1.76 | |||||||
Pro forma |
$ | 1.76 | $ | 1.45 | $ | 1.61 | |||||||
The Company used the Black-Scholes option pricing model and the following weighted average assumptions in calculating the value of all options granted during the periods presented:
Year Ended December 31, | 2002 | 2001 | 2000 | ||||||||||
Risk-free interest rate |
4.00 | % | 4.50 | % | 6.50 | % | |||||||
Expected dividend yield |
0.00 | % | 0.00 | % | 0.00 | % | |||||||
Expected lives 2001 Plan |
8.0 years | 8.0 years | 7.0 years | ||||||||||
Purchase Plan |
3 months | 3 months | 3 months | ||||||||||
Expected volatility |
46.80 | % | 46.72 | % | 47.47 | % |
Using the Black-Scholes methodology, the total value of options granted during 2002, 2001 and 2000 was $4.0 million, $3.9 million and $6.5 million, respectively, which would be amortized on a pro forma basis over the vesting period of the options, typically four to five years for options granted from the 2001 Plan and three months for options granted from the Purchase Plan. The weighted average fair value of options granted during 2002, 2001 and 2000 was $5.78, $8.30 and $7.79 per share, respectively.
Segment Reporting
Based upon definitions contained within SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information, the Company has determined that it operates in one segment, automotive retailing.
Reclassifications
In 2002, the Company reclassified documentation fees from finance and insurance income to new and used vehicle revenue, as appropriate, in order to bring the Companys reporting standards in line with industry standards. The resulting effect was approximately $100 per vehicle less finance and insurance income and a corresponding increase in new and used vehicle gross margins. Accordingly, revenue by product line has been reclassified for prior periods in order to be consistent with the 2002 presentation.
F-12
In addition, contracts in transit, previously presented within cash and cash equivalents, were reclassified to a separate line item on the accompanying consolidated balance sheet.
(2) Inventories and Related Notes Payable
The new and used vehicle inventory, collateralizing related notes payable, and other inventory were as follows (in thousands):
December 31, | |||||||||||||||||
2002 | 2001 | ||||||||||||||||
Inventory | Notes | Inventory | Notes | ||||||||||||||
Cost | Payable | Cost | Payable | ||||||||||||||
New and program vehicles |
$ | 340,457 | $ | 364,635 | $ | 191,598 | $ | 211,947 | |||||||||
Used vehicles |
85,170 | 63,000 | 67,018 | 69,000 | |||||||||||||
Parts and accessories |
20,281 | | 16,782 | | |||||||||||||
Total inventories |
$ | 445,908 | $ | 427,635 | $ | 275,398 | $ | 280,947 | |||||||||
The inventory balance is generally reduced by manufacturer holdbacks and incentives, while the related floor plan liability is reflective of the gross cost of the vehicle. The floor plan liability, as shown in Notes Payable in the above table, will generally also be higher than the inventory cost due to the timing of the sale of a vehicle and payment of the related liability.
All new vehicles are pledged to collateralize floor plan notes payable to financial institutions. The floor plan notes payable bear interest, payable monthly on the outstanding balance, at a rate of interest determined by the lender, subject to incentives. The new vehicle floor plan notes are due when the related vehicle is sold. As such, these floor plan notes payable are shown as current liabilities in the accompanying consolidated balance sheets.
At December 31, 2002 and 2001, used vehicles were pledged to collateralize a $150 million line of credit.
(3) Property, Plant and Equipment (in thousands)
December 31, | 2002 | 2001 | ||||||
Buildings and improvements |
$ | 69,117 | $ | 34,148 | ||||
Service equipment |
16,925 | 9,872 | ||||||
Furniture, signs and fixtures |
53,277 | 31,701 | ||||||
139,319 | 75,721 | |||||||
Less accumulated depreciation buildings |
(3,618 | ) | (2,098 | ) | ||||
Less accumulated depreciation equipment and other |
(14,602 | ) | (9,695 | ) | ||||
121,099 | 63,928 | |||||||
Land |
52,241 | 41,607 | ||||||
Construction in progress, buildings |
956 | 11,082 | ||||||
Construction in progress, other |
2,615 | 5,360 | ||||||
$ | 176,911 | $ | 121,977 | |||||
(4) Derivative Financial Instruments
The Company believes it is prudent to limit the variability of a portion of its interest payments. Accordingly, the Company has entered into interest rate swaps to manage the variability of its interest rate exposure, thus leveling a portion of its interest expense in a rising or falling rate environment.
F-13
The interest rate swaps change the variable-rate cash flow exposure on a portion of the flooring debt to fixed rate cash flows by entering into receive-variable, pay-fixed interest rate swaps. Under the interest rate swaps, the Company receives variable interest rate payments and makes fixed interest rate payments, thereby creating fixed rate flooring debt.
Through December 31, 2002, the Company has entered into the following interest rate swaps with U.S. Bank Dealer Commercial Services:
| effective September 1, 2000a five year, $25 million interest rate swap at a fixed rate of 6.88% per annum. | ||
| effective November 1, 2000a three year, $25 million interest rate swap at a fixed rate of 6.47% per annum. |
The Company earns interest on both of the $25 million interest rate swaps at the one-month LIBOR rate adjusted on the first and sixteenth of every month and pays interest at the fixed rate set for each swap (6.88% or 6.47% per annum) on the same amount. The difference between interest earned and the interest obligation accrued is received or paid each month and is recorded in the consolidated statements of operations as flooring interest expense. The one-month LIBOR rate at December 31, 2002 was 1.38% per annum.
The Company does not enter into derivative instruments for any purpose other than to manage interest rate exposure. That is, the Company does not speculate using derivative instruments.
The fair value of interest rate swap agreements and the amount of hedging losses deferred on interest rate swaps was $4.1 million and $3.4 million, respectively, at December 31, 2002 and 2001. Changes in the fair value of the interest rate swaps are reported, net of related income taxes, in accumulated other comprehensive income. These amounts are subsequently reclassified into interest expense as a yield adjustment over the remaining lives of the swaps. Because the critical terms of the interest rate swap and the underlying debt obligation are the same, there was no ineffectiveness recorded in interest expense.
Incremental interest expense, net of tax, incurred as a result of the interest rate swaps was $1.5 million and $832,000, respectively, in 2002 and 2001 and was immaterial in 2000. Interest expense savings, net of tax, on un-hedged debt as a result of decreasing interest rates during 2002 was $204,000 and was approximately $3.9 million in 2001.
At current interest rates, the Company estimates that it will incur additional interest expense, net of tax, of approximately $1.5 million related to its interest rate swaps during 2003.
See also Note 15 Subsequent Events for a description of new interest rate swaps.
(5) Lines of Credit and Long-Term Debt
The Company has credit facilities with Ford Motor Credit Company totaling $530 million, which expire December 1, 2003, with interest due monthly. The facilities include $250 million for new and program vehicle flooring, $150 million for used vehicle flooring and $130 million for store acquisitions. The Company has the option to convert the acquisition line into a five-year term loan.
The credit lines with Ford Motor Credit are cross-collateralized and are secured by inventory, accounts receivable, intangible assets and equipment. The Company pledged to Ford Motor Credit the stock of all of its subsidiaries except entities operating BMW, Honda, Nissan or Toyota stores.
F-14
The financial covenants in the agreement with Ford Motor Credit require the Company to maintain compliance with, among other things, (1) specified ratios of total debt to tangible base capital; (2) specified ratios of total adjusted debt to tangible base capital; (3) specific current ratio; (4) specific fixed charge coverage ratio; and (5) positive net cash. The Ford Motor Credit agreements also preclude the payment of cash dividends without prior consent. The Company was in compliance with all such covenants at December 31, 2002.
Toyota Financial Services, DaimlerChrysler Financial Corporation and General Motors Acceptance Corporation have agreed to floor all of our new vehicles for their respective brands with Ford Motor Credit serving as the primary lender for all other brands. These new vehicle lines are secured by new vehicle inventory of the relevant brands.
The Company also has a real estate line of credit with Toyota Financial Services totaling $40 million, which expires July 2, 2006. This line of credit is secured by the real estate financed under this line of credit.
In addition, U.S. Bank N.A. has extended a $27.5 million revolving line of credit for leased vehicles and equipment purchases, which expires January 31, 2004.
Interest rates on all of the above facilities ranged from 2.88% to 4.13% at December 31, 2002. Amounts outstanding on the lines at December 31, 2002 together with amounts remaining available under such lines were as follows (in thousands):
Remaining | ||||||||
Outstanding at | Availability as of | |||||||
December 31, 2002 | December 31, 2002 | |||||||
New and program vehicle lines of credit |
$ | 364,635 | $ | * | ||||
Used vehicle line of credit |
63,000 | 87,000 | ||||||
Acquisition line of credit |
| 130,000 | ||||||
Real estate line of credit |
35,681 | 4,319 | ||||||
Equipment/leased vehicle line of credit |
27,500 | | ||||||
$ | 490,816 | $ | * | |||||
* | There are no formal limits on the new and program vehicle lines with certain lenders. |
Long-term debt consists of the following (in thousands):
December 31, | 2002 | 2001 | ||||||
Equipment and leased vehicle line of credit |
$ | 27,500 | $ | 27,500 | ||||
Acquisition line of credit |
| 22,000 | ||||||
Used vehicle flooring line of credit |
63,000 | 69,000 | ||||||
Mortgages payable in monthly installments of
$258, including interest between 3.24% and
8.62%, maturing fully December 2019; secured by
land and buildings |
40,229 | 35,176 | ||||||
Real estate line of credit payable with monthly
payments of interest only at 3.44%, maturing May
2005; secured by land and buildings |
35,681 | 13,740 | ||||||
Notes payable in monthly installments of $9 plus
interest between 3.36% and 4.70%, maturing at
various dates through 2003; secured by vehicles
leased to others |
914 | 1,849 | ||||||
Notes payable related to acquisitions, with
interest rates between 4.25% and 8.00%, maturing
at various dates through December 2008 |
4,846 | 5,751 | ||||||
Capital lease obligations, net of interest of $1
and $1, respectively, with monthly lease
payments of $1 and termination dates through
2003 |
8 | 17 | ||||||
172,178 | 175,033 | |||||||
Less current maturities |
(4,466 | ) | (10,203 | ) | ||||
$ | 167,712 | $ | 164,830 | |||||
F-15
The schedule of future principal payments on long-term debt after December 31, 2002 is as follows (in thousands):
Year Ending December 31, | ||||
2003 |
$ | 4,466 | ||
2004 |
31,077 | |||
2005 |
3,259 | |||
2006 |
66,038 | |||
2007 |
3,040 | |||
Thereafter |
64,298 | |||
Total principal payments |
$ | 172,178 | ||
See also Note 15, Subsequent Events.
(6) Stockholders Equity
Class A and Class B Common Stock
The shares of Class A common stock are not convertible into any other series or class of the Companys securities. However, each share of Class B common stock is freely convertible into one share of Class A common stock at the option of the holder of the Class B common stock. All shares of Class B common stock shall automatically convert to shares of Class A common stock (on a share-for-share basis, subject to the adjustments) on the earliest record date for an annual meeting of the Company stockholders on which the number of shares of Class B common stock outstanding is less than 1% of the total number of shares of common stock outstanding. Shares of Class B common stock may not be transferred to third parties, except for transfers to certain family members and in other limited circumstances.
Holders of Class A common stock are entitled to one vote for each share held of record, and holders of Class B common stock are entitled to ten votes for each share held of record. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders.
In March 2002, the Company registered and sold 4.5 million newly issued shares of Class A common stock and existing stockholders sold 1.25 million shares. Proceeds to the Company, net of offering expenses, totaled approximately $77.2 million. In connection with the sale of shares by existing stockholders, 121,488 shares of Class B common stock were converted into a like number of shares of Class A common stock.
Series M Redeemable, Convertible Preferred Stock
In 1999, the Company authorized 15,000 shares of Series M Redeemable, Convertible preferred stock (Series M Preferred Stock). In May 1999, in connection with the acquisition of Moreland Automotive Group, the Company issued 10,360 shares of Series M Preferred Stock. The Series M Preferred Stock was convertible into Class A Common Stock at the option of the Company at any time and at the option of the holder under limited circumstances. The Series M Preferred Stock was redeemable at the option of the Company. The Series M Preferred Stock converted into Class A common stock based on a formula that divided the average Class A common stock price for a certain 15-day period into $1,000 and then multiplied by the number of Series M Preferred Stock being converted. The Series M Preferred Stock had a $1,000 per share liquidation preference.
In the first quarter of 2000, the Company issued 303,542 shares of Class A common stock and 4,499 shares of Series M Preferred Stock in order to satisfy contingent payout requirements related to the Moreland acquisition.
F-16
All shares of Series M Preferred Stock have been converted or redeemed and, as of December 31, 2002, no shares of Series M Preferred Stock remain outstanding.
(7) Cost of Sales
Cost of sales categorized by revenue category is as follows (in thousands):
Year Ended December 31, | 2002 | 2001 | 2000 | |||||||||
New vehicle sales |
$ | 1,175,982 | $ | 904,047 | $ | 817,148 | ||||||
Used vehicle sales |
663,989 | 522,093 | 426,975 | |||||||||
Service, body and parts |
119,501 | 100,411 | 90,358 | |||||||||
Finance and insurance |
471 | 720 | 820 | |||||||||
Fleet and other |
42,214 | 39,442 | 55,741 | |||||||||
$ | 2,002,157 | $ | 1,566,713 | $ | 1,391,042 | |||||||
(8) Income Taxes
Income tax expense for 2002, 2001 and 2000 was as follows (in thousands):
Year Ended December 31, | 2002 | 2001 | 2000 | |||||||||||
Current: |
||||||||||||||
Federal |
$ | 14,013 | $ | 13,074 | $ | 12,705 | ||||||||
State |
1,914 | 2,040 | 2,194 | |||||||||||
15,927 | 15,114 | 14,899 | ||||||||||||
Deferred: |
||||||||||||||
Federal |
4,002 | (1,264 | ) | 328 | ||||||||||
State |
521 | (175 | ) | (5 | ) | |||||||||
4,523 | (1,439 | ) | 323 | |||||||||||
Total |
$ | 20,450 | $ | 13,675 | $ | 15,222 | ||||||||
Individually significant components of the deferred tax assets and liabilities are presented below (in thousands):
December 31, | 2002 | 2001 | |||||||||
Deferred tax assets: |
|||||||||||
Allowance and accruals |
$ | 5,132 | $ | 4,006 | |||||||
Deferred revenue and cancellation reserves |
4,363 | 3,383 | |||||||||
Total deferred tax assets |
9,495 | 7,389 | |||||||||
Deferred tax liabilities: |
|||||||||||
LIFO recapture and acquired LIFO inventories
differences |
(3,356 | ) | (3,773 | ) | |||||||
Employee benefit plans |
(1,282 | ) | (1,724 | ) | |||||||
Goodwill |
(11,392 | ) | (7,193 | ) | |||||||
Property and equipment, principally due to
differences in depreciation |
(6,591 | ) | (2,793 | ) | |||||||
Total deferred tax liabilities |
(22,621 | ) | (15,483 | ) | |||||||
Total |
$ | (13,126 | ) | $ | (8,094 | ) | |||||
In 2002, 2001 and 2000, income tax benefits attributable to employee stock option transactions of $264,000, $0 and $0, respectively, were allocated to stockholders equity.
F-17
The reconciliation between amounts computed using the federal income tax rate of 35% and the Companys income tax expense for 2002, 2001 and 2000 is shown in the following tabulation (in thousands).
Year Ended December 31, | 2002 | 2001 | 2000 | |||||||||
Computed expected tax expense |
$ | 18,468 | $ | 12,400 | $ | 13,837 | ||||||
State taxes, net of federal income tax benefit |
1,578 | 1,174 | 1,464 | |||||||||
Nondeductible goodwill |
| 468 | 443 | |||||||||
Other |
404 | (367 | ) | (522 | ) | |||||||
Income tax expense |
$ | 20,450 | $ | 13,675 | $ | 15,222 | ||||||
(9) 401(k) Profit Sharing Plan
The Company has a defined contribution 401(k) plan and trust covering substantially all full-time employees. The annual contribution to the plan is at the discretion of the Board of Directors of the Company. Contributions of $0.9 million, $1.1 million and $166,000 were recognized for the years ended December 31, 2002, 2001 and 2000, respectively. Employees may contribute to the plan under certain circumstances.
(10) Stock Incentive Plans
The Companys 2001 Stock Option Plan (the 2001 Plan), which was approved by the stockholders of the Company in May 2001 and amended in May 2002, allows for the granting of up to a total of 1.2 million incentive and nonqualified stock options to officers, key employees and consultants of the Company and its subsidiaries. Upon approval of the 2001 Plan, the Companys 1996 Stock Incentive Plan (the 1996 Plan) and its Non-Discretionary Stock Option Plan for Non-Employee Directors (the Directors Plan) were terminated. However, options then outstanding under the 1996 Plan and the Directors Plan remained outstanding and exercisable pursuant to their original terms. Options canceled under the 1996 Plan and the Directors Plan do not return to the pool of options to be granted again in the future. All of the option plans are administered by the Compensation Committee of the Board and permit accelerated vesting of outstanding options upon the occurrence of certain changes in control of the Company. Options become exercisable over a period of up to ten years from the date of grant and at exercise prices as determined by the Board. At December 31, 2002, 2,040,868 shares of Class A common stock were reserved for issuance under the plans, of which 544,000 were available for future grant.
Activity under the plans is as follows (in thousands):
Shares | ||||||||||||
Available for | Shares Subject to | Weighted Average | ||||||||||
Grant | Options | Exercise Price | ||||||||||
Balances, December 31, 1999 |
854 | 769 | $ | 9.92 | ||||||||
Options granted |
(668 | ) | 668 | 13.17 | ||||||||
Options canceled |
58 | (58 | ) | 13.39 | ||||||||
Options exercised |
| (190 | ) | 3.20 | ||||||||
Balances, December 31, 2000 |
244 | 1,189 | 12.65 | |||||||||
Additional shares reserved |
600 | | | |||||||||
Option shares canceled
upon approval of the 2001
Plan |
(244 | ) | | | ||||||||
Options granted |
(275 | ) | 275 | 19.24 | ||||||||
Options canceled |
| (64 | ) | 16.21 | ||||||||
Options exercised |
| (27 | ) | 8.78 | ||||||||
Balances, December 31, 2001 |
325 | 1,373 | 14.02 | |||||||||
Additional shares reserved |
600 | | | |||||||||
Options granted |
(433 | ) | 433 | 15.80 | ||||||||
Options canceled |
52 | (173 | ) | 17.00 | ||||||||
Options exercised |
| (136 | ) | 12.00 | ||||||||
Balances, December 31, 2002 |
544 | 1,497 | $ | 14.25 | ||||||||
F-18
The Board of Directors approved the issuance of non-qualified options during 2000 to certain members of senior management at an exercise price of $1.00 per share. These options were issued with five-year cliff vesting as a means to encourage long-term employment from certain members of the senior management group. Compensation expense, which is equal to the difference between the market price and the exercise price, is recognized ratably in accordance with the vesting schedules.
In 1998, the Board of Directors of the Company and the stockholders approved the implementation of an Employee Stock Purchase Plan (the Purchase Plan), and, as amended in May 2000 and 2002, have reserved a total of 1.0 million shares of Class A common stock for issuance thereunder. The Purchase Plan is intended to qualify as an Employee Stock Purchase Plan under Section 423 of the Internal Revenue Code of 1986, as amended, and is administered by the Compensation Committee of the Board. Eligible employees are entitled to invest up to 10 percent of their base pay for the purchase of stock. The purchase price for shares purchased under the Purchase Plan is 85 percent of the lesser of the fair market value at the beginning or end of the purchase period. A total of 217,230, 142,433 and 133,762 shares of the Companys Class A common stock were issued under the Purchase Plan during 2002, 2001 and 2000, respectively, and 447,841 remained available for issuance at December 31, 2002.
The following table summarizes stock options outstanding at December 31, 2002:
Options Outstanding | Options Exercisable | |||||||||||||||||||||||
Weighted | ||||||||||||||||||||||||
Number of | Average | Weighted | Number of | Weighted | ||||||||||||||||||||
Shares | Remaining | Average | Shares | Average | ||||||||||||||||||||
Range of | Outstanding at | Contractual Life | Exercise | Exercisable at | Exercise | |||||||||||||||||||
Exercise Prices | 12/31/02 | (years) | Price | 12/31/02 | Price | |||||||||||||||||||
$ | 1.00 |
88,865 | 7.3 | $ | 1.00 | 15,865 | $ | 1.00 | ||||||||||||||||
3.02 |
96,499 | 1.3 | 3.02 | 96,499 | 3.02 | |||||||||||||||||||
10.75 |
14,000 | 2.2 | 10.75 | 14,000 | 10.75 | |||||||||||||||||||
10.87 |
- | 12.99 |
196,664 | 7.4 | 11.91 | 70,224 | 12.01 | |||||||||||||||||
14.00 |
- | 15.13 |
463,319 | 8.9 | 15.06 | 31,131 | 14.76 | |||||||||||||||||
16.50 |
- | 18.94 |
364,321 | 6.1 | 16.99 | 144,691 | 17.02 | |||||||||||||||||
19.24 |
- | 20.52 |
273,200 | 9.0 | 19.34 | 27,400 | 19.24 | |||||||||||||||||
$ | 1.00 |
- | $ | 20.52 |
1,496,868 | 7.4 | $ | 14.25 | 399,810 | $ | 11.88 | |||||||||||||
At December 31, 2001 and 2000, 400,533 and 245,980 shares were exercisable at weighted average exercise prices of $10.39 and $9.01, respectively.
(11) Commitments and Contingencies
Recourse Paper
The Company is contingently liable to banks for recourse paper assumed at the time of acquisition when the Company does a corporate purchase. Following the acquisition, the Company does not enter into further recourse transactions. The contingent liability, net of reserves, at December 31, 2002 and 2001 was approximately $300,000 and $322,000, respectively.
The Companys potential loss is limited to the difference between the present value of the installment contract at the date of the repossession and the amount for which the vehicle is resold. Based upon historical loss percentages, an estimated loss reserve of $443,000 and $573,000 is reflected in the Companys consolidated balance sheets as of December 31, 2002 and 2001, respectively. The reserves were established as a purchase price adjustment as the result of several acquisitions.
F-19
Leases
The Company leases certain of its facilities under non-cancelable operating leases. These leases expire at various dates through 2021. Certain lease commitments are subject to escalation clauses of an amount equal to the cost of living based on the Consumer Price Index - U.S. Cities Average - All Items for all Urban Consumers published by the U.S. Department of Labor.
The minimum lease payments under the operating leases after December 31, 2002 are as follows (in thousands):
Year Ending December 31, | ||||
2003 |
$ | 18,303 | ||
2004 |
16,935 | |||
2005 |
16,797 | |||
2006 |
16,271 | |||
2007 |
15,253 | |||
Thereafter |
58,140 | |||
Total minimum lease payments |
$ | 141,699 | ||
Rental expense for all operating leases was $18.6 million, $15.9 million and $13.8 million for the years ended December 31, 2002, 2001 and 2000, respectively.
Capital Commitments
At December 31, 2002, the Company had capital commitments of approximately $10.0 million for the construction of three new store facilities, additions to three existing facilities and the remodel of three facilities. The three new facilities will be a Ford store in Boise, Idaho, a body shop in Aurora, Colorado and a body shop in Boise, Idaho. The Company has already incurred $3.0 million for these commitments and anticipates incurring the remaining $10.0 million during 2003. The Company expects to pay for the construction out of existing cash balances until completion of the projects, at which time it anticipates securing long-term financing and general borrowings from third party lenders for 70% to 90% of the amounts expended.
Litigation
The Company is involved, and will continue to be involved, in numerous legal proceedings arising in the ordinary course of business. The Company is also involved in various Class Action Law Suits in the ordinary course of practice in its industry, which the Company is not specifically a party, but could be included as a party along with multiple other dealerships. Although no legal proceedings can be predicted with certainty, there are no pending proceedings that, in the opinion of management, could reasonably be expected to have a material adverse effect on our business, financial condition or results of operations.
(12) Related Party Transactions
Mark DeBoer Construction
During 2002, 2001 and 2000, Lithia Real Estate, Inc. paid Mark DeBoer Construction, Inc. $4.3 million, $7.9 million, and $6.8 million, respectively, for remodeling certain of the Companys facilities. Mark DeBoer is the son of Sidney B. DeBoer, the Companys Chairman and Chief Executive Officer. These amounts included $3.5 million, $7.1 million, and $6.1 million, respectively, paid for subcontractors and materials, $183,000, $16,000 and $32,000, respectively for permits, licenses, travel and various miscellaneous fees, and $558,000, $780,000, and $624,000, respectively, for contractor fees. The
F-20
Company believes the amounts paid are fair in comparison with fees negotiated with independent third parties and all significant transactions are reviewed and approved by the independent audit committee of the Company.
W. Douglas Moreland
In May 1999, the Company purchased certain dealerships owned by W. Douglas Moreland for total consideration of approximately $66.0 million, at which time, Mr. Moreland became a member of the Companys Board of Directors. During the normal course of business, these dealerships paid $1.1 million, $2.5 million and $2.8 million in 2002, 2001 and 2000, respectively, to other companies owned by Mr. Moreland for vehicle purchases, recourse paid to a financial lender and management fees. The Company also paid rental expense of $2.6 million, $3.0 million and $3.2 million in 2002, 2001 and 2000, respectively, to other companies owned by Mr. Moreland. As of October 31, 2002, Mr. Moreland is no longer a member of the Companys Board of Directors.
Lithia Properties, LLC
The Company has a 20% interest in Lithia Properties, LLC, of which the other members are Sidney DeBoer (35%), M. L. Dick Heimann (30%) and three of Mr. DeBoers children (5% each). Lithia Properties does not have current operations other than completing its existing insurance contracts related to accident and health insurance polices sold through 1996, which is immaterial. All of the insurance contracts have earned-out or expired by December 31, 2002. Lithia Properties anticipates distributing the remaining capital to the members in 2003.
(13) Acquisitions
The following acquisitions were made in 2002:
| In January 2002, Lithia acquired the Lynn Alexander Auto Group, which is comprised of All American Chrysler/Jeep/Dodge and All American Chevrolet located in San Angelo, Texas and All American Chrysler/Jeep/Dodge in Big Spring, Texas. The stores had anticipated 2002 annual revenues of $115.0 million. | ||
| In January 2002, Lithia acquired Premier Chrysler/Jeep/Dodge in Odessa, Texas, which had anticipated 2002 annual revenues of $33.0 million. | ||
| In February 2002, Lithia acquired Thomason Subaru in Oregon City, Oregon, which had anticipated 2002 annual revenues of $20.0 million. The store has been renamed Lithia Subaru of Oregon City. | ||
| In April 2002, Lithia acquired Village Dodge-Hyundai in Midland, Texas, which had anticipated 2002 annual revenues of $35.0 million. | ||
| In May 2002, Lithia opened a newly awarded Hummer franchise in Bellevue, Washington. | ||
| In June 2002, Lithia acquired Jay Wolfe Ford in Omaha, Nebraska, which had anticipated 2002 annual revenues of $55.0 million. | ||
| In June 2002, Lithia acquired Broncho Chevrolet in Odessa, Texas and Sherman Chevrolet in Midland, Texas. The stores had combined anticipated 2002 revenues of $115.0 million. The stores were renamed Chevrolet of Odessa and Chevrolet of Midland, respectively. | ||
| In July 2002, Lithia acquired Mercedes of Omaha in Omaha, Nebraska, which had anticipated 2002 revenues of $22.0 million. | ||
| In August 2002, Lithia acquired Skyline Volkswagen in a suburb of Denver, Colorado, which had anticipated 2002 revenues of $20.0 million. |
F-21
| In December 2002, Lithia acquired Les Vogel Chrysler/Dodge/Jeep in Burlingame, California which had anticipated 2002 revenues of $32.0 million. | ||
| In December of 2002, Lithia acquired Sound Hyundai in Renton, Washington which had anticipated 2002 revenues of $8.0 million. |
The following acquisitions were made in 2001:
| In January 2001, Lithia acquired the Johnson Chrysler/Jeep store in Anchorage, Alaska, which had estimated 2000 revenues of approximately $35.0 million. | ||
| In February 2001, Lithia acquired two stores in Pocatello, Idaho with the Honda, Dodge/Chrysler and Hyundai brands, which had combined estimated 2000 revenues of approximately $48.0 million. | ||
| In July 2001, Lithia acquired Barton Cadillac in Spokane Washington, which was added to Lithia Camp Chevrolet. Barton Cadillac had estimated 2000 revenues of approximately $18.0 million. | ||
| In August 2001, Lithia acquired the Lanny Berg Chevrolet store in Caldwell, Idaho, which had anticipated 2001 annual revenues of approximately $22.0 million. | ||
| In September 2001, Lithia acquired Ted Tuffy Dodge in Sioux Falls, South Dakota, which had anticipated 2001 annual revenues of approximately $35.0 million. | ||
| In September 2001, Lithia acquired BMW of Seattle in Seattle, Washington, which had anticipated 2001 annual revenues of approximately $60.0 million. | ||
| In November 2001, Lithia acquired Issaquah Chevrolet in Issaquah, Washington, which had anticipated 2001 annual revenues of approximately $50.0 million. |
In addition to the above acquisitions, in August 2001, Lithia completed the construction of and opened Lithia Dodge of Anchorage.
The Company acquired eight dealerships during 2000, with total estimated 1999 revenues of approximately $254 million.
The above acquisitions were all accounted for under the purchase method of accounting. Pro forma results of operations assuming all of the above 2002 and 2001 acquisitions occurred at the beginning of the respective periods are as follows (in thousands, except per share amounts). The 2000 acquisitions are not included in the pro forma results of operations since all of the 2000 acquisitions were individually and collectively insignificant.
Year Ended December 31, | 2002 | 2001 | 2000 | |||||||||
Total revenues |
$ | 2,532,126 | $ | 2,380,348 | $ | 2,112,045 | ||||||
Net income |
32,474 | 24,987 | 26,526 | |||||||||
Basic earnings per share |
1.88 | 1.87 | 1.94 | |||||||||
Diluted earnings per share |
1.85 | 1.83 | 1.92 |
F-22
There are no future contingent payouts related to any of the 2002, 2001 or 2000 acquisitions. The purchase price for the 2002 and 2001 acquisitions was allocated as follows (in thousands):
Year Ended December 31, | 2002 | 2001 | |||||||
Inventory |
$ | 63,192 | $ | 36,163 | |||||
Other current assets |
5,692 | 219 | |||||||
Property and equipment |
24,637 | 4,452 | |||||||
Goodwill |
30,195 | 22,825 | |||||||
Other intangible assets franchise value |
13,796 | 7,107 | |||||||
Other non-current assets |
100 | | |||||||
Total assets acquired |
137,612 | 70,766 | |||||||
Flooring notes payable |
49,225 | 25,351 | |||||||
Other current liabilities |
1,694 | 235 | |||||||
Other non-current liabilities |
2,548 | | |||||||
Total liabilities acquired |
53,467 | 25,586 | |||||||
Net assets acquired |
$ | 84,145 | $ | 45,180 | |||||
We anticipate that approximately 90 percent and 70 percent, respectively, of the goodwill acquired in 2002 and 2001 will be deductible for tax purposes over the period of 15 years.
(14) Recent Accounting Pronouncements
In July 2002, the FASB approved SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses the financial accounting and reporting for obligations associated with an exit activity, including restructuring, or with a disposal of long-lived assets. Exit activities include, but are not limited to, eliminating or reducing product lines, terminating employees and contracts and relocating plant facilities or personnel. SFAS No. 146 specifies that a company will record a liability for a cost associated with an exit or disposal activity only when that liability is incurred and can be measured at fair value. Therefore, commitment to an exit plan or a plan of disposal expresses only managements intended future actions and, therefore, does not meet the requirement for recognizing a liability and the related expense. SFAS No. 146 is effective prospectively for exit or disposal activities initiated after December 31, 2002, with earlier adoption encouraged. The Company does not anticipate that the adoption of SFAS No. 146 will have a material effect on its financial position or results of operations.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure, an Amendment of FASB Statement No. 123. SFAS No. 148 amends SFAS No. 123, Accounting for Stock Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements. Certain of the disclosure modifications are required for fiscal years ending after December 15, 2002 and are included in Note 1 under the heading Stock-Based Compensation.
F-23
(15) Subsequent Events
DaimlerChrysler Agreement
In February 2003 the Company entered into a working capital and acquisition credit facility with DaimlerChrysler Services North America LLC totaling up to $200 million, which expires in February 2006, with interest due monthly.
The credit line with DaimlerChrysler Services is cross-collateralized and secured by cash and cash equivalents, new and used vehicle and parts inventories, accounts receivable, intangible assets and equipment. The Company pledged to DaimlerChrysler Services the stock of all of its subsidiaries except entities operating BMW, Honda, Nissan or Toyota stores.
The financial covenants in the agreement with DaimlerChrysler Services require the Company to maintain compliance with, among other things, (i) a specified current ratio; (ii) a specified fixed charge coverage ratio; (iii) a specified interest coverage ratio; (iv) a specified adjusted leverage ratio; and (v) certain working capital levels.
The Companys previous facility with Ford Motor Credit Company was terminated and paid off on February 25, 2003.
Interest Rate Swaps
The Company entered into the following interest rate swaps in 2003 to date:
| Effective January 26, 2003 a five-year, $25 million interest rate swap at a fixed rate of 3.265%. | ||
| Effective February 18, 2003 a five-year, $25 million interest rate swap at a fixed rate of 3.30% |
We earn interest on both of the $25 million interest rate swaps at the one-month LIBOR rate. The February 18, 2003 swap is adjusted on the first and sixteenth of every month and the January 26, 2003 swap is adjusted once a month on the 26th of each month. The Company is obligated to pay interest at the fixed rate set for each swap on the same amount. The difference between interest earned and the interest obligation accrued is received or paid each month and is recorded in the statement of operations as flooring interest expense. The one-month LIBOR rate at February 28, 2003 was 1.3375% per annum.
Acquisitions in 2003 (Unaudited)
The following acquisitions were closed in the first quarter of 2003 to date:
| In February 2003, Lithia acquired Richardson Chevrolet in Salinas, California, which has anticipated 2003 annual revenues of approximately $35.0 million. | ||
| In March 2003, Lithia acquired Pacific Hyundai of Anchorage, Alaska, which has anticipated 2003 revenues of approximately $10.0 million. The store has been renamed Lithia Hyundai of Anchorage. |
None of the above acquisitions were individually significant to the Companys financial position or results of operations.
F-24