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EX-10.3 - EXHIBIT 10.3 - LITHIA MOTORS INCex10-3.htm
EX-10.2 - EXHIBIT 10.2 - LITHIA MOTORS INCex10-2.htm
EX-10.1 - EXHIBIT 10.1 - LITHIA MOTORS INCex10-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


 

 

(Mark One)

 

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

OR

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from       to 

 

Commission file number: 001-14733


 

LITHIA MOTORS, INC.

(Exact name of registrant as specified in its charter)

     

Oregon

 

93-0572810

(State or other jurisdiction of incorporation

 

(I.R.S. Employer Identification No.)

or organization)    
     
     

150 N. Bartlett Street, Medford, Oregon

 

97501

(Address of principal executive offices)

 

(Zip Code)

 
 

Registrant's telephone number, including area code: 541-776-6401

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [ ] Emerging growth company [ ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

 

Class A common stock without par value

 

23,776,338

Class B common stock without par value

 

1,262,231

(Class)

 

Outstanding at April 28, 2017

 

 
 

 

 

LITHIA MOTORS, INC.

FORM 10-Q

INDEX

 

PART I - FINANCIAL INFORMATION

Page

     

Item 1.

Financial Statements

2

     
 

Consolidated Balance Sheets (Unaudited) - March 31, 2017 and December 31, 2016

2

     
 

Consolidated Statements of Operations (Unaudited) – Three Months Ended March 31, 2017 and 2016

3

     
 

Consolidated Statements of Comprehensive Income (Unaudited) – Three Months Ended March 31, 2017 and 2016

4

     
 

Consolidated Statements of Cash Flows (Unaudited) – Three Months Ended March 31, 2017 and 2016

5

     
 

Condensed Notes to Consolidated Financial Statements (Unaudited)

6

     

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15

     

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

34

     

Item 4.

Controls and Procedures

34

     

PART II - OTHER INFORMATION

 
     
Item 1. Legal Proceedings 34
     

Item 1A.

Risk Factors

34

     

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

34

     

Item 6.

Exhibits

35

     

Signatures

 

36

 

 
1

 

 

LITHIA MOTORS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

   

March 31,

2017

   

December 31,

2016

 

Assets

               

Current Assets:

               

Cash and cash equivalents

  $ 31,440     $ 50,282  

Accounts receivable, net of allowance for doubtful accounts of $4,953 and $5,281

    341,591       417,714  

Inventories, net

    1,812,217       1,772,587  

Other current assets

    48,248       46,611  

Total Current Assets

    2,233,496       2,287,194  
                 

Property and equipment, net of accumulated depreciation of $175,231 and $167,300

    1,010,496       1,006,130  

Goodwill

    259,399       259,399  

Franchise value

    184,268       184,268  

Other non-current assets

    114,305       107,159  

Total Assets

  $ 3,801,964     $ 3,844,150  
                 

Liabilities and Stockholders' Equity

               

Current Liabilities:

               

Floor plan notes payable

  $ 97,031     $ 94,602  

Floor plan notes payable: non-trade

    1,503,257       1,506,895  

Current maturities of long-term debt

    17,917       20,965  

Trade payables

    80,022       88,423  

Accrued liabilities

    241,639       211,109  

Total Current Liabilities

    1,939,866       1,921,994  
                 

Long-term debt, less current maturities

    666,135       769,916  

Deferred revenue

    86,840       81,929  

Deferred income taxes

    58,658       59,075  

Other long-term liabilities

    100,299       100,460  

Total Liabilities

    2,851,798       2,933,374  
                 

Stockholders' Equity:

               

Preferred stock - no par value; authorized 15,000 shares; none outstanding

           

Class A common stock - no par value; authorized 100,000 shares; issued and outstanding 23,891 and 23,382

    163,872       165,512  

Class B common stock - no par value; authorized 25,000 shares; issued and outstanding 1,262 and 1,762

    157       219  

Additional paid-in capital

    37,714       41,225  

Retained earnings

    748,423       703,820  

Total Stockholders' Equity

    950,166       910,776  

Total Liabilities and Stockholders' Equity

  $ 3,801,964     $ 3,844,150  

 

See accompanying condensed notes to consolidated financial statements.

 

 
2

 

 

LITHIA MOTORS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

 

   

Three Months Ended
March 31,

 
   

2017

   

2016

 

Revenues:

               

New vehicle

  $ 1,210,304     $ 1,096,055  

Used vehicle retail

    602,223       532,726  

Used vehicle wholesale

    71,503       65,146  

Finance and insurance

    86,777       77,638  

Service, body and parts

    232,574       196,675  

Fleet and other

    32,720       14,621  

Total revenues

    2,236,101       1,982,861  

Cost of sales:

               

New vehicle

    1,140,186       1,029,289  

Used vehicle retail

    533,440       468,449  

Used vehicle wholesale

    69,986       63,316  

Service, body and parts

    119,380       100,556  

Fleet and other

    31,457       14,069  

Total cost of sales

    1,894,449       1,675,679  

Gross profit

    341,652       307,182  

Asset impairments

          3,498  

Selling, general and administrative

    242,772       219,106  

Depreciation and amortization

    12,739       11,663  

Operating income

    86,141       72,915  

Floor plan interest expense

    (8,052

)

    (5,909

)

Other interest expense, net

    (6,671

)

    (5,459

)

Other income (expense), net

    9,845       (1,526

)

Income before income taxes

    81,263       60,021  

Income tax provision

    (30,536

)

    (19,751

)

Net income

  $ 50,727     $ 40,270  
                 

Basic net income per share

  $ 2.01     $ 1.56  

Shares used in basic per share calculations

    25,180       25,816  
                 

Diluted net income per share

  $ 2.01     $ 1.55  

Shares used in diluted per share calculations

    25,250       25,973  
                 

Cash dividends declared per Class A and Class B share

  $ 0.25     $ 0.20  

 

See accompanying condensed notes to consolidated financial statements.

 

 
3

 

 

LITHIA MOTORS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

 

   

Three Months Ended
March 31,

 
   

2017

   

2016

 

Net income

  $ 50,727     $ 40,270  

Other comprehensive income, net of tax:

               

Gain on cash flow hedges, net of tax expense of $0 and $103, respectively

          163  

Comprehensive income

  $ 50,727     $ 40,433  

 

See accompanying condensed notes to consolidated financial statements.

 

 
4

 

 

LITHIA MOTORS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

   

Three Months Ended March 31,

 
   

2017

   

2016

 

Cash flows from operating activities:

               

Net income

  $ 50,727     $ 40,270  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Asset impairments

          3,498  

Depreciation and amortization

    12,739       11,663  

Stock-based compensation

    2,619       3,149  

(Gain) loss on disposal of other assets

    279       (3,391

)

Gain on disposal of franchise

          (1,087

)

Deferred income taxes

    (417

)

    10,261  

(Increase) decrease (net of acquisitions and dispositions):

               

Trade receivables, net

    76,123       25,564  

Inventories

    (42,298

)

    (73,744

)

Other assets

    (3,776

)

    (4,661

)

Increase (decrease) (net of acquisitions and dispositions):

               

Floor plan notes payable

    2,429       7,753  

Trade payables

    (7,617

)

    920  

Accrued liabilities

    31,116       13,425  

Other long-term liabilities and deferred revenue

    4,750       5,396  

Net cash provided by operating activities

    126,674       39,016  
                 

Cash flows from investing activities:

               

Capital expenditures

    (16,039

)

    (15,900

)

Proceeds from sales of assets

    399       92  

Cash paid for other investments

    (6,863

)

    (11,449

)

Cash paid for acquisitions, net of cash acquired

          (13,799

)

Proceeds from sales of stores

          11,822  

Net cash used in investing activities

    (22,503

)

    (29,234

)

                 

Cash flows from financing activities:

               

(Repayments) borrowings on floor plan notes payable, net: non-trade

    (2,110

)

    38,626  

Borrowings on lines of credit

    231,000       213,123  

Repayments on lines of credit

    (351,433

)

    (229,311

)

Principal payments on long-term debt, scheduled

    (4,648

)

    (4,023

)

Principal payments on long-term debt and capital leases, other

    (9,743

)

    (2,303

)

Proceeds from issuance of long-term debt

    27,878       12,080  

Proceeds from issuance of common stock

    1,523       1,464  

Repurchase of common stock

    (9,188

)

    (57,736

)

Dividends paid

    (6,292

)

    (5,151

)

Net cash used in financing activities

    (123,013

)

    (33,231

)

Decrease in cash and cash equivalents

    (18,842

)

    (23,449

)

Cash and cash equivalents at beginning of period

    50,282       45,008  

Cash and cash equivalents at end of period

  $ 31,440     $ 21,559  
                 

Supplemental disclosure of cash flow information:

               

Cash paid during the period for interest

  $ 17,261     $ 12,990  

Cash paid during the period for income taxes, net

    8       497  
                 

Supplemental schedule of non-cash activities:

               

Floor plan debt paid in connection with store disposals

          5,284  

  

 See accompanying condensed notes to consolidated financial statements.

 

 
5

 

 

LITHIA MOTORS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1. Interim Financial Statements

 

Basis of Presentation

These condensed Consolidated Financial Statements contain unaudited information as of March 31, 2017 and for the three months ended March 31, 2017 and 2016. The unaudited interim financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain disclosures required by accounting principles generally accepted in the United States of America for annual financial statements are not included herein. In management’s opinion, these unaudited financial statements reflect all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the information when read in conjunction with our 2016 audited Consolidated Financial Statements and the related notes thereto. The financial information as of December 31, 2016 is derived from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2017. The interim condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in our 2016 Annual Report on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

 

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying condensed Consolidated Financial Statements to maintain consistency and comparability between periods presented. This reclassification was related to our adoption of ASU 2016-09, "Compensation - Stock Compensation - Improvements to Employee Share-Based Payment Accounting." Specifically, we reclassified the presentation of excess tax benefits on our Consolidated Statements of Cash Flows and recorded reclassifications between additional paid-in capital and retained earnings. See also Note 11.

 

Note 2. Accounts Receivable

Accounts receivable consisted of the following (in thousands):

 

   

March 31, 2017

   

December 31, 2016

 

Contracts in transit

  $ 168,642     $ 233,506  

Trade receivables

    47,883       47,450  

Vehicle receivables

    39,630       43,937  

Manufacturer receivables

    68,883       76,948  

Auto loan receivables

    70,383       69,859  

Other receivables

    1,568       1,600  
      396,989       473,300  

Less: Allowance

    (4,953

)

    (5,281

)

Less: Long-term portion of accounts receivable, net

    (50,445

)

    (50,305

)

Total accounts receivable, net

  $ 341,591     $ 417,714  

 

Accounts receivable classifications include the following:

 

 

Contracts in transit are receivables from various lenders for the financing of vehicles that we have arranged on behalf of the customer and are typically received approximately ten days after selling a vehicle.

 

Trade receivables are comprised of amounts due from customers for open charge accounts, lenders for the commissions earned on financing and others for commissions earned on service contracts and insurance products.

 

Vehicle receivables represent receivables for the portion of the vehicle sales price paid directly by the customer.

 

Manufacturer receivables represent amounts due from manufacturers, including holdbacks, rebates, incentives and warranty claims.

 

Auto loan receivables include amounts due from customers related to retail sales of vehicles and certain finance and insurance products.

 

Interest income on auto loan receivables is recognized based on the contractual terms of each loan and is accrued until repayment, charge-off or repossession. Direct costs associated with loan originations are capitalized and expensed as an offset to interest income when recognized on the loans. All other receivables are recorded at invoice and do not bear interest until they are 60 days past due.

 

 
6

 

 

The allowance for doubtful accounts is estimated based on our historical write-off experience and is reviewed monthly. Consideration is given to recent delinquency trends and recovery rates. Account balances are charged against the allowance after all appropriate means of collection have been exhausted and the potential for recovery is considered remote. The annual activity for charges and subsequent recoveries is immaterial.

 

The long-term portion of accounts receivable was included as a component of other non-current assets in the Consolidated Balance Sheets.

 

Note 3. Inventories

The components of inventories, net, consisted of the following (in thousands):

 

   

March 31, 2017

   

December 31, 2016

 

New vehicles

  $ 1,364,188     $ 1,338,110  

Used vehicles

    381,190       368,067  

Parts and accessories

    66,839       66,410  

Total inventories

  $ 1,812,217     $ 1,772,587  

 

Inventories are valued at the lower of net realizable value or cost, using a pooled approach for vehicles and the specific identification method for parts. Certain acquired inventories are valued using the last-in first-out (LIFO) method.

 

Note 4. Goodwill and Franchise Value

The changes in the carrying amounts of goodwill are as follows (in thousands):

 

   

Domestic

   

Import

   

Luxury

   

Consolidated

 

Balance as of December 31, 20151

  $ 97,903     $ 84,384     $ 30,933     $ 213,220  

Additions through acquisitions2

    18,154       21,795       7,448       47,397  

Reductions through divestitures

    (1,218

)

                (1,218

)

Balance as of December 31, 20161

  $ 114,839     $ 106,179     $ 38,381     $ 259,399  
Additions through acquisitions                        
Reductions through divestitures                        
Balance as of March 31, 20171   $ 114,839     $ 106,179     $ 38,381     $ 259,399  

 

1 Net of accumulated impairment losses of $299.3 million recorded during the year ended December 31, 2008.

2 Our purchase price allocation is preliminary for the acquisitions related to the Carbone Auto Group. The initial purchase price allocation is subject to change upon final valuation analysis. The primary balances still subject to analysis are certain intangible assets.

 

The changes in the carrying amounts of franchise value are as follows (in thousands):

 

   

Franchise Value

 

Balance as of December 31, 2015

  $ 157,699  

Additions through acquisitions1

    27,087  

Reductions through divestitures

    (518

)

Balance as of December 31, 2016

  $ 184,268  
Additions through acquisitions      
Reductions through divestiture      
Balance as of March 31, 2017   $ 184,268  

 

1 Our purchase price allocation is preliminary for the acquisitions related to the Carbone Auto Group. The initial purchase price allocation is subject to change upon final valuation analysis. The primary balances still subject to analysis are certain intangible assets.

 

 
7

 

 

Note 5. Stockholders’ Equity

Repurchases of Class A Common Stock

Repurchases of our Class A Common Stock occurred under a repurchase authorization granted by our Board of Directors and related to shares withheld as part of the vesting of restricted stock units ("RSUs"). In February 2016, our Board of Directors authorized the repurchase of up to $250 million of our Class A common stock. Share repurchases under this authorization were as follows:

 

   

Repurchases Occurring in

the Three Months Ended

March 31, 2017

   

Cumulative Repurchases as

of March 31, 2017

 
   

Shares

   

Average Price

   

Shares

   

Average Price

 

2016 Share Repurchase Authorization

    62,000     $ 96.94       775,725     $ 81.12  

 

As of March 31, 2017, we had $187.1 million available for repurchases pursuant to our 2016 share repurchase authorization.

 

In addition, during the first three months of 2017, we repurchased 31,986 shares at an average price of $99.34 per share, for a total of $3.2 million, related to tax withholdings associated with the vesting of RSUs. The repurchase of shares related to tax withholdings associated with stock awards does not reduce the number of shares available for repurchase as approved by our Board of Directors.

 

Note 6. Fair Value Measurements

 

Fair Value Disclosures for Financial Assets and Liabilities

We determined the carrying value of cash equivalents, accounts receivable, trade payables, accrued liabilities and short-term borrowings approximate their fair values because of the nature of their terms and current market rates of these instruments. We believe the carrying value of our variable rate debt approximates fair value.

 

We have fixed rate debt and calculate the estimated fair value of our fixed rate debt using a discounted cash flow methodology. Using estimated current interest rates based on a similar risk profile and duration (Level 2), the fixed cash flows are discounted and summed to compute the fair value of the debt. As of March 31, 2017, this debt had maturity dates between May 1, 2018 and December 31, 2050. There were no changes to our valuation techniques during the three-month period ended March 31, 2017.

 

A summary of the aggregate carrying values and fair values of our long-term fixed interest rate debt is as follows (in thousands):

 

   

March 31, 2017

   

December 31, 2016

 

Carrying value

  $ 296,539     $ 286,660  

Fair value

    299,623       293,522  

 

Note 7. Net Income Per Share of Class A and Class B Common Stock

We compute net income per share of Class A and Class B common stock using the two-class method. Under this method, basic net income per share is computed using the weighted average number of common shares outstanding during the period excluding common shares underlying equity awards that are unvested or subject to forfeiture. Diluted net income per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the common shares issuable upon the net exercise of stock options and unvested RSUs and is reflected in diluted earnings per share by application of the treasury stock method. The computation of the diluted net income per share of Class A common stock assumes the conversion of Class B common stock, while the diluted net income per share of Class B common stock does not assume the conversion of those shares.

 

Except with respect to voting and transfer rights, the rights of the holders of our Class A and Class B common stock are identical. Under our Articles of Incorporation, the Class A and Class B common stock share equally in any dividends, liquidation proceeds or other distribution with respect to our common stock and the Articles of Incorporation can only be amended by a vote of the shareholders. Additionally, Oregon law provides that amendments to our Articles of Incorporation that would adversely alter the rights, powers or preferences of a given class of stock, must be approved by the class of stock adversely affected by the proposed amendment. As a result, the undistributed earnings for each year are allocated based on the contractual participation rights of the Class A and Class B common shares as if the earnings for the year had been distributed. Because the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis.

 

 
8

 

 

Following is a reconciliation of net income and weighted average shares used for our basic earnings per share (“EPS”) and diluted EPS (in thousands, except per share amounts):

 

Three Months Ended March 31,

 

2017

   

2016

 

(in thousands, except per share data)

 

Class A

   

Class B

   

Class A

   

Class B

 

Net income applicable to common stockholders - basic

  $ 47,826     $ 2,901     $ 36,692     $ 3,578  

Reallocation of net income as a result of conversion of dilutive stock options

    1       (1

)

    3       (3

)

Reallocation of net income due to conversion of Class B to Class A common shares outstanding

    359             455        

Conversion of Class B common shares into Class A common shares

    2,534             3,102        

Effect of dilutive stock options on net income

    7       (7

)

    18       (18

)

Net income applicable to common stockholders - diluted

  $ 50,727     $ 2,893     $ 40,270     $ 3,557  
                                 

Weighted average common shares outstanding – basic

    23,740       1,440       23,522       2,294  

Conversion of Class B common shares into Class A common shares

    1,440             2,294        

Effect of dilutive stock options on weighted average common shares

    70             157        

Weighted average common shares outstanding – diluted

    25,250       1,440       25,973       2,294  
                                 

Net income per common share - basic

  $ 2.01     $ 2.01     $ 1.56     $ 1.56  

Net income per common share - diluted

  $ 2.01     $ 2.01     $ 1.55     $ 1.55  

 

 

Three Months Ended March 31,

 

2017

   

2016

 

Diluted EPS

 

Class A

   

Class B

   

Class A

   

Class B

 

Antidilutive Securities

                               

Shares issuable pursuant to stock options not included since they were antidilutive

                20        

 

 
9

 

 

Note 8. Equity-Method Investment

In October 2014, we acquired a 99.9% membership interest in a limited liability company managed by U.S. Bancorp Community Development Corporation with an total equity contribution of $49.8 million. This investment generated new markets tax credits under the New Markets Tax Credit Program (“NMTC Program”). The NMTC Program was established by Congress in 2000 to spur new or increased investments into operating businesses and real estate projects located in low-income communities.

 

While U.S. Bancorp Community Development Corporation exercised management control over the limited liability company, due to the economic interest we held in the entity, we determined our ownership portion of the entity was appropriately accounted for using the equity method. We exited this equity-method investment in December 2016.

 

We estimated the value of our equity-method investment, which was recorded at fair value on a non-recurring basis, based on a market valuation approach. We used prices and other relevant information generated primarily by recent market transactions involving similar or comparable assets. Because these valuations contained unobservable inputs, we classified the measurement of fair value of our equity-method investment as Level 3.

 

The following amounts related to this equity-method investment were recorded in our Consolidated Statements of Operations (in thousands):

 

   

Three Months Ended
March 31,

 
   

2017

   

2016

 

Asset impairments to write investment down to fair value

  $     $ 3,498  

Our portion of the partnership’s operating losses

          2,066  

Non-cash interest expense related to the amortization of the discounted fair value of future equity contributions

          92  

Tax benefits and credits generated

          5,945  

 

Note 9. Segments

While we have determined that each individual store is a reporting unit, we have aggregated our reporting units into three reportable segments based on their economic similarities: Domestic, Import and Luxury.

 

Our Domestic segment is comprised of retail automotive franchises that sell new vehicles manufactured by Chrysler, General Motors and Ford. Our Import segment is comprised of retail automotive franchises that sell new vehicles manufactured primarily by Honda, Toyota, Subaru, Nissan and Volkswagen. Our Luxury segment is comprised of retail automotive franchises that sell new vehicles manufactured primarily by BMW, Mercedes-Benz and Lexus. The franchises in each segment also sell used vehicles, parts and automotive services, and automotive finance and insurance products.

 

Corporate and other revenue and income includes the results of operations of our stand-alone body shop offset by unallocated corporate overhead expenses, such as corporate personnel costs, and certain unallocated reserve and elimination adjustments. Additionally, certain internal corporate expense allocations increase segment income for Corporate and other while decreasing segment income for the other reportable segments. These internal corporate expense allocations are used to increase comparability of our dealerships and reflect the capital burden a stand-alone dealership would experience. Examples of these internal allocations include internal rent expense, internal floor plan financing charges, and internal fees charged to offset employees within our corporate headquarters that perform certain dealership functions.

 

We define our chief operating decision maker (“CODM”) to be certain members of our executive management group. Historical and forecasted operational performance is evaluated on a store-by-store basis and on a consolidated basis by the CODM. We derive the operating results of the segments directly from our internal management reporting system. The accounting policies used to derive segment results are substantially the same as those used to determine our consolidated results, except for the internal allocation within Corporate and other discussed above. Our CODM measures the performance of each operating segment based on several metrics, including earnings from operations, and uses these results, in part, to evaluate the performance of, and to allocate resources to, each of the operating segments.

 

 
10

 

 

Certain financial information on a segment basis is as follows (in thousands):

 

   

Three Months Ended
March 31,

 
   

2017

   

2016

 

Revenues:

               

Domestic

  $ 899,759     $ 771,902  

Import

    971,472       862,743  

Luxury

    363,803       346,813  
      2,235,034       1,981,458  

Corporate and other

    1,067       1,403  
    $ 2,236,101     $ 1,982,861  

Segment income*:

               

Domestic

  $ 25,442     $ 23,132  

Import

    22,172       24,263  

Luxury

    4,713       4,583  
      52,327       51,978  

Corporate and other

    38,501       26,691  

Depreciation and amortization

    (12,739

)

    (11,663

)

Other interest expense

    (6,671

)

    (5,459

)

Other income (expense), net

    9,845       (1,526

)

Income before income taxes

  $ 81,263     $ 60,021  

 

 *Segment income for each of the segments is defined as income before income taxes, depreciation and amortization, other interest expense and other expense, net.

 

   

Three Months Ended
March 31,

 
   

2017

   

2016

 

Floor plan interest expense:

               

Domestic

  $ 7,954     $ 6,496  

Import

    5,873       4,234  

Luxury

    3,076       2,657  
      16,903       13,387  

Corporate and other

    (8,851

)

    (7,478

)

    $ 8,052     $ 5,909  

 

   

March 31, 2017

   

December 31, 2016

 

Total assets:

               

Domestic

  $ 1,206,623     $ 1,225,387  

Import

    979,834       959,355  

Luxury

    480,275       511,779  

Corporate and other

    1,135,232       1,147,629  
    $ 3,801,964     $ 3,844,150  

 

 
11

 

 

Note 10. Contingencies

 

Litigation

We are party to numerous legal proceedings arising in the normal course of our business. Although we do not anticipate that the resolution of legal proceedings arising in the normal course of business or the proceedings described below will have a material adverse effect on our business, results of operations, financial condition, or cash flows, we cannot predict this with certainty.

 

In Re Lithia Motors Derivative Litigation

  

On April 26, 2017, the Circuit Court of the State of Oregon for Marion County entered an order approving a settlement agreement between the plaintiffs and each of the defendants in In re Lithia Motors Derivative Litigation, Case No. 15CV33696. The claims in this case related to the adoption of a transition agreement between Lithia and Sidney B. DeBoer, as disclosed in a Current Report on Form 8-K filed September 16, 2015.

 

As part of the settlement, no changes were made to the transition agreement with Mr. DeBoer, no damages were paid by any defendant, and no fault was ascribed to any of Lithia’s directors. The parties agreed to payment of  approximately $1 million in plaintiff’s attorney fees and changes to Lithia’s corporate governance procedures, which will remain in place for at least five years, as follows:

 

Lithia will publicly disclose the most recent five years’ compensation of named executive officers;

Lithia will identify in its annual proxy statement and on its website the committees of the board of directors and the members of the committees;

Lithia will disclose the results of its annual say-on-pay vote by voting share class;

The audit and compensation committees of the board will each have one independent director who is not a member of both committees, subject to a cure period;

After 2017, a director may not serve more than four consecutive years as the chair of a board committee;

After the annual shareholder meeting in 2019, a director who served more than 15 years on the board would no longer be considered independent;

A director who is over 79 years old may not serve as an independent director;

A bar on non-member participation in executive sessions of the compensation committee, except for committee advisers and independent directors, and best efforts to limit the involvement of non-independent board members from compensation committee meetings where that individual’s compensation is discussed;

By 2020, the board will have five independent directors, subject to a cure period;

The compensation committee will retain a compensation consultant each year;

Lithia will submit any life-time compensation agreements for named executive officers that include payments over $1 million per year to shareholders for approval; and

Related party transactions over $1 million must be reviewed by the audit committee of the board.

 

The original derivative claim (Stein v. DeBoer et al.) was filed on December 14, 2015 and consolidated with a subsequent claim (Jessos v. DeBoer, et al.) that was filed on February 12, 2016. The plaintiffs alleged that Lithia's directors breached their fiduciary duties of loyalty and due care, and wasted corporate assets, when they approved the agreement with Mr. DeBoer. The plaintiffs also alleged a claim against Sidney B. DeBoer, asserting that he has been unjustly enriched by the agreement. The plaintiffs sought relief in the amount of damages allegedly sustained by Lithia as a result of the alleged breaches of fiduciary duty and alleged corporate waste, disgorgement and imposition of a constructive trust on all property and profits Sidney B. DeBoer received as a result of the alleged wrongful conduct, and an award of the costs and disbursements of the lawsuit, including reasonable attorney fees, costs, and expenses.

 

California Wage and Hour Litigations

 

In June 2012, Mr. Robles and Mr. Laredo brought claims against DCH Tustin Acura (Robles v. Tustin Motors, Inc., Case No. 30-2012-00579414, filed in the Superior Court of California, Orange County) alleging that the employer underpaid technicians citing California Wage Order provisions that require an employer to pay at least two times the minimum wage for each hour worked if the employee is required to bring his or her own tools. The plaintiffs amended the complaint in late 2013 to include allegations that the employer failed to pay technicians for non-productive time and time spent performing tasks not compensated by the flat-rate compensation system; off-the-clock time worked; and wages due at termination. The amended complaint also alleged that the employer failed to provide technicians accurate and complete wage statements; and statutory meal and rest periods. The plaintiffs are seeking relief on behalf of all employees at all DCH Auto Group dealerships in California in addition to attorney fees and costs. These plaintiffs (and several other former technicians in separate but partially overlapping actions) also seek relief under California’s Private Attorney General Action (PAGA) provisions, which allow private plaintiffs to recover civil penalties on behalf of the State of California. DCH successfully compelled arbitration based on arbitration agreements between these claimants and the employer, although certain representative claims were excluded and stayed pending arbitration.

 

 
12

 

 

During the pendency of Robles, related cases were filed that made substantially similar technician claims including Holzer (see below). DCH and the Robles claimants settled their individual claims in mediation in 2015. In April 2016, DCH and all technician plaintiffs in Robles and the related cases agreed in principle to settle the representative claims, although this settlement has not yet been approved by the California courts as expressly contemplated by the parties and required by applicable law as a condition of the agreed release of claims. DCH Auto Group (USA) Limited must indemnify Lithia Motors, Inc. for losses related to this claim pursuant to the stock purchase agreement between Lithia Motors, Inc. and DCH Auto Group (USA) Limited dated June 14, 2014. We believe the exposure related to this lawsuit, when considered in relation to the terms of the stock purchase agreement, is immaterial to our financial statements.

 

In August 2014, Ms. Holzer filed a complaint in the Central District of California (Holzer v. DCH Auto Group (USA) Inc., Case No. BC558869) alleging that her employer, an affiliate of DCH Auto Group (USA) Inc., failed to provide vehicle finance and sales persons, service advisors, and other clerical and hourly workers accurate and complete wage statements; and statutory meal and rest periods. The complaint also alleges that the employer failed to pay these employees for off-the-clock time worked; and wages due at termination. The plaintiffs also seek attorney fees and costs. DCH has sought to compel arbitration based on plaintiffs’ arbitration agreements. The plaintiffs (and several other employees in separate actions) are seeking relief under California’s PAGA provisions.

 

During the pendency of Holzer, related cases were filed that made substantially similar non-technician claims.  DCH and all non-technician claimants settled their individual claims in mediation in 2017. In January 2017, DCH and all non-technician plaintiffs agreed in principle to settle the representative claims, although this settlement has not yet been approved by the California courts as expressly contemplated by the parties and required by applicable law as a condition of the agreed release of claims. DCH Auto Group (USA) Limited must indemnify Lithia Motors, Inc. for losses related to this claim pursuant to the stock purchase agreement between Lithia Motors, Inc. and DCH Auto Group (USA) Limited dated June 14, 2014. We believe the exposure related to this lawsuit, when considered in relation to the terms of the stock purchase agreement, is immaterial to our financial statements.

 

Note 11. Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued accounting standards update ("ASU") 2014-09, "Revenue from Contracts with Customers," which amends the accounting guidance related to revenues. This amendment will replace most of the existing revenue recognition guidance when it becomes effective. The new standard, as amended in July 2015, is effective for fiscal years beginning after December 15, 2017 and entities are allowed to adopt the standard as early as annual periods beginning after December 15, 2016, and interim periods therein. The standard permits the use of either the retrospective or cumulative effect transition method. We have evaluated the effect this amendment will have on our most significant types of transactions and expect the timing of our revenue recognition to generally remain the same. We plan to apply a cumulative effect transition method when we adopt this standard.

 

In February 2016, the FASB issued ASU 2016-02, "Leases." ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosing key information about leasing arrangements. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. We are evaluating the effect this pronouncement will have on our consolidated financial statements and related disclosures.

 

In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation - Improvements to Employee Share-Based Payment Accounting." ASU 2016-09 simplifies the accounting for several aspects of share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. In January 2017, we adopted this new guidance. As a result, we recorded the following:

 

Reclassified $0.2 million as a decrease to additional paid-in capital and an increase to retained earnings related to our policy election to record forfeitures as they occur.

 

All prior periods presented in our Consolidated Statements of Cash Flow have been adjusted for the presentation of excess tax benefits on the cash flow statement. This reclassification resulted in a $4.4 million reclassification between financing and operating cash flows.

 

We had $0.3 million of tax-effected state net operating loss carryforwards related to excess tax benefits for which a deferred tax asset has not been recognized. At adoption, this amount was recorded with the offset to retained earnings. Additionally, we do not believe that it is more-likely-than-not that the asset will be utilized and, as a result, a valuation allowance in the same amount was recorded, that offset the impact to retained earnings. 

 

In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments." ASU 2016-15 provides guidance for eight cash flow classification issues to reduce diversity in practice. The clarification includes guidance on items such as debt prepayment or debt extinguishment cost, contingent consideration payment made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investees. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. We are evaluating the effect this pronouncement will have on our consolidated financial statements and related disclosures.

 

 
13

 

 

In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment." ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the updated standard, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, if applicable. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The same impairment test also applies to any reporting unit with a zero or negative carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU 2017-04 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2019, on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. We do not expect the adoption of ASU 2017-04 to have a material effect on our financial position, results of operations or cash flows.

 

Note 12. Subsequent Events

 

Common Stock Dividend

On April 17, 2017, our Board of Directors approved a dividend of $0.27 per share on our Class A and Class B common stock related to our first quarter 2017 financial results. The dividend will total approximately $6.7 million and will be paid on May 26, 2017 to shareholders of record on May 12, 2017.

 

 
14

 

 

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements and Risk Factors

Certain statements under the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” and elsewhere in this Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, you can identify forward-looking statements by terms such as “project”, “outlook,” “target”, “may,” “will,” “would,” “should,” “seek,” “expect,” “plan,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “likely,” “goal,” “strategy,” “future,” “maintain,” and “continue” or the negative of these terms or other comparable terms. Examples of forward-looking statements in this Form 10-Q include, among others, statements we make regarding:

 

Future market conditions, including anticipated national new car sales levels;

 

Expected operating results, such as improved store performance; continued improvement of SG&A as a percentage of gross profit and all projections;

 

Anticipated continued success of acquisitions;

 

Anticipated ability to capture additional market share;

 

Anticipated ability to find accretive acquisitions;

 

Anticipated additions of dealership locations to our portfolio in the future;

 

Anticipated availability of liquidity from our unfinanced operating real estate; and

 

Anticipated levels of capital expenditures in the future.

 

The forward-looking statements contained in this Form 10-Q involve known and unknown risks, uncertainties and situations that may cause our actual results to materially differ from the results expressed or implied by these statements. Certain important factors that could cause actual results to differ from our expectations are discussed in Part II - Other Information, Item 1A in this Form 10-Q and in the Risk Factors section of our 2016 Annual Report on Form 10-K, as supplemented and amended from time to time in Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission.

 

By their nature, forward-looking statements involve risks and uncertainties because they relate to events that depend on circumstances that may or may not occur in the future. You should not place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. We assume no obligation to update or revise any forward-looking statement.

 

Overview

We are a leading operator of automotive franchises and strive to be the preferred auto retailer in each of the markets we serve. As of April 28, 2017, we offered 30 brands of new vehicles and all brands of used vehicles in 152 stores in the United States and online at Lithia.com, DCHauto.com and CarboneCars.com. We sell new and used vehicles and replacement parts, provide vehicle maintenance, warranty, paint and repair services, arrange related financing, and sell service contracts, vehicle protection products and credit insurance.

 

Our mission statement is: “Driven by our employees and preferred by our customers, Lithia is the leading automotive retailer in each of our markets.” We offer customers convenient, flexible personalized service combined with the large company advantages of selection, competitive pricing, broad access to financing, and warranties. We strive for diversification in our products, services, brands and geographic locations to manage market risk and to maintain profitability.

 

The strategy for our continued growth focuses on capturing unrealized opportunities in our existing stores and acquiring dominant franchises that are under performing. Our world class performance management system allows us to identify and evaluate opportunities. We have developed a centralized support structure to reduce store-level administrative functions and allow store personnel to focus on providing a positive customer experience. These factors, combined with our people-driven culture and entrepreneurial leadership, create growth for our investors, employees and communities.

 

Results of Operations

For the three months ended March 31, 2017 and 2016, we reported net income of $50.7 million, or $2.01 per diluted share, and $40.3 million, or $1.55 per diluted share, respectively.

 

 
15

 

 

Key Revenue and Gross Profit Metrics

Key performance metrics for revenue and gross profit were as follows (dollars in thousands):

 

 

Three Months Ended
March 31, 2017

 

Revenues

   

Percent of

Total

Revenues

   

Gross Profit

   

Gross Profit

Margin

   

Percent of

Total

Gross Profit

 

New vehicle

  $ 1,210,304       54.1

%

  $ 70,118       5.8

%

    20.5

%

Used vehicle retail

    602,223       26.9       68,783       11.4       20.1  

Used vehicle wholesale

    71,503       3.2       1,517       2.1       0.4  

Finance and insurance(1)

    86,777       3.9       86,777       100.0       25.4  

Service, body and parts

    232,574       10.4       113,194       48.7       33.1  

Fleet and other

    32,720       1.5       1,263       3.9       0.5  
    $ 2,236,101       100.0

%

  $ 341,652       15.3

%

    100.0

%

 

 

Three Months Ended
March 31, 2016

 

Revenues

   

Percent of

Total

Revenues

   

Gross Profit

   

Gross Profit

Margin

   

Percent of

Total

Gross Profit

 

New vehicle

  $ 1,096,055       55.3

%

  $ 66,766       6.1

%

    21.7

%

Used vehicle retail

    532,726       26.9       64,277       12.1       20.9  

Used vehicle wholesale

    65,146       3.3       1,830       2.8       0.6  

Finance and insurance(1)

    77,638       3.9       77,638       100.0       25.3  

Service, body and parts

    196,675       9.9       96,119       48.9       31.3  

Fleet and other

    14,621       0.7       552       3.8       0.2  
    $ 1,982,861       100.0

%

  $ 307,182       15.5

%

    100.0

%

 

(1)

Commissions reported net of anticipated cancellations.

 

Same Store Operating Data

We believe that same store comparisons are an important indicator of our financial performance. Same store measures demonstrate our ability to grow revenues in our existing locations. As a result, same store measures have been integrated into the discussion below.

 

Same store measures reflect results for stores that were operating in each comparison period and only include the months when operations occurred in both periods. For example, a store acquired in February 2016 would be included in same store operating data beginning in March 2017, after its first full complete comparable month of operation. The first quarter operating results for the same store comparisons would include results for that store in only the period of March for both comparable periods.

 

 
16

 

 

New Vehicle Revenue and Gross Profit

 

 

   

Three Months Ended March 31,

   

Increase

     

% Increase

 

(Dollars in thousands, except per unit amounts)

 

2017

   

2016

    (Decrease)       (Decrease)  

Reported

                                 

Revenue

  $ 1,210,304     $ 1,096,055     $ 114,249         10.4

%

Gross profit

  $ 70,118     $ 66,766     $ 3,352         5.0  

Gross margin

    5.8

%

    6.1

%

    (30

) bp

(1)        
                                   

Retail units sold

    35,616       32,749       2,867         8.8  

Average selling price per retail unit

  $ 33,982     $ 33,468     $ 514         1.5  

Average gross profit per retail unit

  $ 1,969     $ 2,039     $ (70

)

      (3.4

)

                                   

Same store

                                 

Revenue

  $ 1,096,703     $ 1,094,134     $ 2,569         0.2  

Gross profit

  $ 63,811     $ 66,753     $ (2,942

)

      (4.4

)

Gross margin

    5.8

%

    6.1

%

    (30

) bp

         
                                   

Retail units sold

    32,215       32,687       (472

)

      (1.4

)

Average selling price per retail unit

  $ 34,043     $ 33,473     $ 570         1.7  

Average gross profit per retail unit

  $ 1,981     $ 2,042     $ (61

)

      (3.0

)

 

(1)

A basis point is equal to 1/100th of one percent

 

New vehicle sales increased 10.4% in the three-month period ended March 31, 2017 compared to the same period of 2016, primarily driven by an increase in volume related to acquisitions.

 

Same store new vehicle unit sales decreased 1.4%, in the three-month period ended March 31, 2017 compared to the same period of 2016. This volume decrease was offset by a 1.7% increase in average price per unit. Our stores, on a same store basis, performed relatively on par with national new vehicle sales levels, which decreased 1.2% in the three-month period ended March 31, 2017 compared to the same period of 2016.

 

Same store unit sales increased (decreased) as follows:

 

   

Three months

ended March 31,

2017 compared

to the same

period of 2016

   

National growth

in the three

months ended

March 31, 2017

compared to the

same period of

2016 ¹

 

Domestic brand same store unit sales change

    0.1

%

    (3.4

)%

Import brand same store unit sales change

    1.2       (0.6

)

Luxury brand same store unit sales change

    (17.3

)

    8.9  

Overall

    (1.4

)

    (1.2

)

  

1 National auto unit sales and seasonally adjusted annual rate ("SAAR") data obtained from Stephens Auto Unit Sales and SAAR report as of March 2017.

 

National new vehicle sales market growth is moderating for all brands. Our domestic brand unit volume change outperformed the national average for the three-month period ended March 31, 2017. Our Chrysler and General Motors stores, which comprised 27.2% of our total new vehicle unit sales in the first quarter of 2017, had same store unit sales increases of 1.1% for the three-month period ended March 31, 2017 compared to the same period of 2016. The national average increased for General Motors 0.6% and decreased 8.7% for Chrysler for the three-month period ended March 31, 2017 compared to the same period of 2016.

 

 
17

 

 

Our import brand unit volume outperformed the national average for the three-month period ended March 31, 2017. Our Honda stores, which comprised 22.8% of our total new vehicle unit sales in the first quarter of 2017, had same store unit increases of 3.4% for the three-month period ended March 31, 2017 compared to the same period of 2016. The national average unit volume increased 2.1% for Honda in the three-month period ended March 31, 2017 compared to the same period of 2016.

 

The period-over-period volume decline for our luxury brand unit volume exceeded the national average in the three-month period ended March 31, 2017 compared to the same period of 2016. The decline was primarily associated with our BMW and Mercedes stores, which comprised 3.9% and 1.0%, respectively, of our total new vehicle unit sales in the first quarter of 2017. These stores had same store unit sales declines of 18.5% and 20.2%, respectively, for the three-month period ended March 31, 2017 compared to the same period of 2016. The national average unit volume for BMW and Mercedes increased 2.0% and 2.2%, respectively, for the three-month period ended March 31, 2017 compared to the same period in 2016. Our luxury brands were down more than the national average due to declines in our local markets, which are concentrated in areas such as Portland, Seattle and New Jersey. Registrations were down in our markets, which contributed to the decrease. Additionally, our Mercedes stores lost market share, while our BMW stores were able to retain market share.

 

New vehicle gross profit increased 5.0% in the three-month period ended March 31, 2017 compared to the same period of 2016. On a same store basis, new vehicle gross profit decreased 4.4% in the three-month period ended March 31, 2017 compared to the same period of 2016. The same store average gross profit per unit for new vehicles decreased $61 in the three-month period ended March 31, 2017 compared to the same period of 2016. Our import brands primarily drove this decrease in gross profit per unit as these stores focused on gaining incremental sales volume.

 

 

Used Vehicle Retail Revenue and Gross Profit

 

 

   

Three Months Ended

March 31,

   

Increase

   

% Increase

 

(Dollars in thousands, except per unit amounts)

 

2017

   

2016

    (Decrease)     (Decrease)  

Reported

                               

Retail revenue

  $ 602,223     $ 532,726     $ 69,497       13.0

%

Retail gross profit

  $ 68,783     $ 64,277     $ 4,506       7.0  

Retail gross margin

    11.4

%

    12.1

%

    (70

) bp

       
                                 

Retail units sold

    30,783       27,431       3,352       12.2  

Average selling price per retail unit

  $ 19,563     $ 19,421     $ 142       0.7  

Average gross profit per retail unit

  $ 2,234     $ 2,343     $ (109

)

    (4.7

)

                                 

Same store

                               

Retail revenue

  $ 561,800     $ 530,623     $ 31,177       5.9  

Retail gross profit

  $ 64,917     $ 64,096     $ 821       1.3  

Retail gross margin

    11.6

%

    12.1

%

    (50

) bp

       
                                 

Retail units sold

    28,501       27,320       1,181       4.3  

Average selling price per retail unit

  $ 19,712     $ 19,423     $ 289       1.5  

Average gross profit per retail unit

  $ 2,278     $ 2,346     $ (68

)

    (2.9

)

 

Used vehicle retail sales are a strategic focus for organic growth. We offer three categories of used vehicles: manufacturer certified pre-owned ("CPO") vehicles; core vehicles, or late-model vehicles with lower mileage; and value autos, or vehicles with over 80,000 miles. Our volume-based strategy for new vehicle sales increases the organic opportunity to convert vehicles acquired via trade to retail used vehicle sales.

 

 
18

 

 

Same store sales increased in all three categories of used vehicles as follows:

 

   

Three months ended

March 31, 2017

compared to the

same period of 2016

 

Certified pre-owned vehicles

    1.0

%

Core vehicles

    7.1  

Value autos

    12.7  

Overall

    5.9  

 

The increase in same store sales was a result of both increased unit sales and an increase in average selling prices. We continue to see a mix shift towards certified pre-owned and core vehicle sales. This shift is mainly due to a greater supply of late-model, off-lease vehicles driven by growth in new vehicle leasing and overall higher new vehicle sales levels over the past six years. Because the average new lease is approximately 30 months, the supply of late model used vehicles has increased.

 

On an annualized average, as of March 31, 2017 and 2016, each of our stores sold 66 and 64 retail used vehicle units, respectively, per month. We continue to target increasing sales to 75 units per store per month, or approximately a 12% increase in units sold.

 

Used retail vehicle gross profit increased 7.0% in the three-month period ended March 31, 2017 compared to the same period of 2016. On a same store basis, gross profit increased 1.3% in the three-month period ended March 31, 2017 compared to the same period of 2016, driven by volume growth, partially offset by a decrease in the average gross profit per unit sold.

 

Similar to new vehicle sales, we focus on gross profit dollars earned per unit, not on gross margin, in evaluating our sales performance. Gross profit per unit decreased in all three categories of used vehicles in the three-month period ended March 31, 2017 compared to the same period of 2016 as our stores focused on gaining incremental sales volume. This volume-based strategy creates the ability to generate incremental future business through used vehicle trade-in opportunities, finance and insurance sales and service work.

 

Used Vehicle Wholesale Revenue and Gross Profit

 

   

Three Months Ended

March 31,

   

Increase

   

% Increase

 

(Dollars in thousands, except per unit amounts)

 

2017

   

2016

    (Decrease)     (Decrease)  

Reported

                               

Wholesale revenue

  $ 71,503     $ 65,146     $ 6,357       9.8

%

Wholesale gross profit

  $ 1,517     $ 1,830     $ (313

)

    (17.1

)

Wholesale gross margin

    2.1

%

    2.8

%

    (70

) bp

       
                                 

Wholesale units sold

    10,840       9,513       1,327       13.9  

Average selling price per wholesale unit

  $ 6,596     $ 6,848     $ (252

)

    (3.7

)

Average gross profit per retail unit

  $ 140     $ 192     $ (52

)

    (27.1

)

                                 

Same store

                               

Wholesale revenue

  $ 63,132     $ 65,013     $ (1,881

)

    (2.9

)

Wholesale gross profit

  $ 1,426     $ 1,852     $ (426

)

    (23.0

)

Wholesale gross margin

    2.3

%

    2.8

%

    (50

) bp

       
                                 

Wholesale units sold

    9,594       9,488       106       1.1  

Average selling price per wholesale unit

  $ 6,580     $ 6,852     $ (272

)

    (4.0

)

Average gross profit per wholesale unit

  $ 149     $ 195     $ (46

)

    (23.6

)

 

Wholesale transactions are vehicles we have purchased from customers or vehicles we have attempted to sell via retail that we elect to dispose of due to age or other factors. Wholesale vehicles are typically sold at or near cost and do not comprise a meaningful component of our gross profit.

 

 
19

 

 

Finance and Insurance

 

 

   

Three Months Ended
March 31,

   

 

   

 

 

(Dollars in thousands, except per unit amounts)

 

2017

   

2016

    Increase     % Increase  

Reported

                               

Revenue

  $ 86,777     $ 77,638     $ 9,139       11.8

%

Average finance and insurance per retail unit

  $ 1,307     $ 1,290     $ 17       1.3

%

                                 

Same store

                               

Revenue

  $ 82,131     $ 77,458     $ 4,673       6.0

%

Average finance and insurance per retail unit

  $ 1,353     $ 1,291     $ 62       4.8

%

 

The increase in same store finance and insurance revenue in the three-month period ended March 31, 2017 was primarily due to higher unit volume and an increase in the average finance and insurance amount per retail unit. On a same store basis, our finance and insurance revenues per retail unit increased $62 in the three-month period ended March 31, 2017 compared to the same period of 2016, mainly driven by improved penetration rates for service contracts.

 

Trends in penetration rates for total new and used retail vehicles sold are detailed below:

 

   

Three Months Ended

March 31,

 
   

2017

   

2016

 

Finance and insurance

    77

%

    78

%

Service contracts

    47       43  

Lifetime lube, oil and filter contracts

    27       26  

 

 

Service, Body and Parts Revenue and Gross Profit

 

   

Three Months Ended

March 31,

   

Increase

   

 

 

(Dollars in thousands)

 

2017

   

2016

    (Decrease)     % Increase  

Reported

                               

Customer pay

  $ 122,620     $ 106,891     $ 15,729       14.7

%

Warranty

    54,499       45,617       8,882       19.5  

Wholesale parts

    36,702       29,755       6,947       23.3  

Body shop

    18,753       14,412       4,341       30.1  

Total service, body and parts

  $ 232,574     $ 196,675     $ 35,899       18.3

%

                                 

Service, body and parts gross profit

  $ 113,194     $ 96,119     $ 17,075       17.8

%

Service, body and parts gross margin

    48.7

%

    48.9

%

 

(20) bp

         
                                 

Same store

                               

Customer pay

  $ 113,925     $ 106,396     $ 7,529       7.1

%

Warranty

    49,607       45,445       4,162       9.2  

Wholesale parts

    31,347       29,705       1,642       5.5  

Body shop

    15,962       14,342       1,620       11.3  

Total service, body and parts

  $ 210,841     $ 195,888     $ 14,953       7.6

%

                                 

Service, body and parts gross profit

  $ 103,150     $ 95,723     $ 7,427       7.8

%

Service, body and parts gross margin

    48.9

%

    48.9

%

 

0 bp

         

 

 
20

 

 

Our service, body and parts sales grew in all areas in the three-month period ended March 31, 2017 compared to the same period of 2016. There are more late-model units in operation as new vehicle sales volumes have been increasing since 2010. We believe this increase in units in operation will continue to benefit our service, body and parts sales in the coming years as more late-model vehicles age and require repairs and maintenance.

 

We focus on retaining customers by offering competitively-priced routine maintenance and through our marketing efforts. We increased our same store customer pay business 7.1% in the three-month period ended March 31, 2017 compared to the same period of 2016.

 

Same store warranty sales increased 9.2% in the three-month period ended March 31, 2017 compared to the same period of 2016. We continue to experience the impact of the significant recalls across multiple manufacturers. Combined with a growing number of units in operation, our warranty sales have steadily increased.

 

The increase in same-store warranty work by segment was as follows:

 

   

Three months

ended March 31,

2017 compared to

the same period of

2016

 

Domestic

    2.9

%

Import

    11.5  

Luxury

    13.9  

 

Same store wholesale parts increased 5.5% in the three-month period ended March 31, 2017 compared to the same period of 2016. We target independent repair shops, competing new vehicle dealers and wholesale accounts to expand parts sales to other repair shops.

 

Same store body shop increased 11.3% in the three-month period ended March 31, 2017 compared to the same period of 2016. Our stores have increased production through calculated adjustments to optimize personnel and equipment. Additionally, several of our body shops were in locations which experienced increased snowfall compared to the 2016 winter season and had increased volume.

 

Same store service, body and parts gross profit increased 7.8% in the three-month period ended March 31, 2017 compared to the same period of 2016, which is in line with our revenue growth. Our gross margins were flat as an increase in customer pay gross margin was offset by slight decreases in other areas.

 

 

Segments

Certain financial information by segment is as follows:

 

   

Three Months Ended

March 31,

   

Increase

   

% Increase

 

(Dollars in thousands)

 

2017

   

2016

    (Decrease)     (Decrease)  

Revenues:

                               

Domestic

  $ 899,759     $ 771,902     $ 127,857       16.6

%

Import

    971,472       862,743       108,729       12.6  

Luxury

    363,803       346,813