☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Oregon
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001-14733
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93-0572810
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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150 N. Bartlett Street
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Medford
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Oregon
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97501
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock without par value
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LAD
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The New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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Item 16.
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Form 10-K Summary
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•
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Future market conditions and industry trends, including anticipated national new car sales levels;
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•
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Expected operating results, such as improved store performance; continued improvement of selling, general and administrative expenses (“SG&A”) as a percentage of gross profit and all projections;
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•
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Anticipated integration, success and growth of acquired stores;
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•
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Anticipated ability to capture additional market share;
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•
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Anticipated ability to find accretive acquisitions;
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•
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Expected revenues from acquired stores;
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•
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Anticipated synergies, ability to monetize our investment in Shift and digital innovation;
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•
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Anticipated additions of dealership locations to our portfolio in the future;
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•
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Anticipated availability of liquidity from our cash, availability on our credit facility and unfinanced operating real estate;
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•
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Anticipated use of proceeds from our financings;
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•
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Anticipated levels of capital expenditures in the future; and
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•
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Our strategies for customer retention, growth, market position, financial results and risk management.
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State
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Number of Stores
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Percent of 2019 Revenue
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California
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41
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24.8
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%
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New Jersey
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16
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16.5
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Oregon
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27
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13.0
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Texas
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15
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9.4
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New York
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17
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7.5
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Pennsylvania
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12
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5.0
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Montana
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10
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4.4
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Washington
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6
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3.7
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Alaska
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9
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3.6
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Idaho
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5
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2.5
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Nevada
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4
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2.4
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Iowa
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7
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1.9
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Hawaii
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5
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1.9
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North Dakota
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3
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0.9
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Wyoming
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1
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0.6
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Vermont
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3
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0.5
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Massachusetts
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0
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0.4
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Florida
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3
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0.4
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New Mexico
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1
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0.3
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West Virginia
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3
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0.3
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Total
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188
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100.0
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%
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•
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facilities and equipment;
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•
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inventories of vehicles and parts;
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•
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minimum working capital;
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•
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training of personnel; and
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•
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performance standards for market share and customer satisfaction.
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•
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a change of management or ownership without manufacturer consent;
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•
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insolvency or bankruptcy of the dealer;
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•
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death or incapacity of the dealer/manager;
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•
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conviction of a dealer/manager or owner of certain crimes;
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misrepresentation of certain sales or inventory information by the store, dealer/manager or owner to the manufacturer;
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•
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failure to adequately operate the store;
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•
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failure to maintain any license, permit or authorization required for the conduct of business;
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poor market share; or
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•
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low customer satisfaction index scores.
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•
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customer rebates;
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•
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dealer incentives on new vehicles;
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•
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special financing rates on certified, pre-owned cars; and
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below-market financing on new vehicles and special leasing terms.
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limitations on our ability to make acquisitions;
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impaired ability to obtain additional financing for acquisitions, capital expenditures, working capital or general corporate purposes;
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reduced funds available for our operations and other purposes, as a larger portion of our cash flow from operations would be dedicated to the payment of principal and interest on our indebtedness; and
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exposure to the risk of increasing interest rates as certain borrowings are, and will continue to be, at variable rates of interest.
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•
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number of such manufacturers’ stores that may be acquired by a single owner;
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number of stores that may be acquired in any market or region;
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•
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percentage of market share that may be controlled by one automotive retailer group;
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ownership of stores in contiguous markets;
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performance requirements for existing stores; and
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frequency of acquisitions.
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failing to assimilate the operations and personnel of acquired dealerships;
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straining our existing systems, procedures, structures and personnel;
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•
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failing to achieve predicted sales levels;
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incurring significantly higher capital expenditures and operating expenses, which could substantially limit our operating or financial flexibility;
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entering new, unfamiliar markets;
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encountering undiscovered liabilities and operational difficulties at acquired dealerships;
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disrupting our ongoing business;
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•
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diverting our management resources;
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failing to maintain uniform standards, controls and policies;
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impairing relationships with employees, manufacturers and customers as a result of changes in management;
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incurring increased expenses for accounting and computer systems, as well as integration difficulties;
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failing to obtain a manufacturer’s consent to the acquisition of one or more of its dealership franchises or renew the franchise agreement on terms acceptable to us;
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incorrectly valuing entities to be acquired; and
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incurring additional facility renovation costs or other expenses required by the manufacturer.
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the availability of suitable acquisition candidates;
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competition with other dealer groups for suitable acquisitions;
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the negotiation of acceptable terms with sellers and with manufacturers;
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our financial capabilities and ability to obtain financing on acceptable terms;
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our stock price;
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our ability to maintain required financial covenant levels after the acquisition; and
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•
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the availability of skilled employees to manage the acquired businesses.
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Total number of shares purchased(2)
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Average price paid per share
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Total number of shares purchased as part of publicly announced plan(1)
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Maximum dollar value of shares that may yet be purchased under publicly announced plan (in thousands)(1)
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||||||
October
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—
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$
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—
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—
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$
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233,603
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November
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858
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136.07
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—
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233,603
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December
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—
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—
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—
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233,603
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Total
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858
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136.07
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—
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233,603
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(1)
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On October 22, 2018, our Board of Directors approved a $250 million repurchase authorization. This authorization does not have an expiration date.
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(2)
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The shares repurchased in the fourth quarter of 2019 were related to tax withholdings on vesting RSUs.
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Base Period
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Indexed Returns for the Year Ended
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||||||||||||||||||||
Company/Index
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12/31/2014
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12/31/2015
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12/31/2016
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12/31/2017
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12/31/2018
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12/31/2019
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||||||||||||
Lithia Motors, Inc.
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$100.00
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$
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123.92
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$
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113.79
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$
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134.89
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$
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91.77
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$
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178.54
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Auto Peer Group
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100.00
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91.78
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90.02
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88.53
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70.88
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105.89
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||||||
Russell 2000
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100.00
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95.59
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115.95
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132.94
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118.30
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148.49
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(In millions, except per share amounts)
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Year Ended December 31,
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||||||||||||||||||
Consolidated Statements of Operations Data:
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2019
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2018
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2017
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2016
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2015
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Revenues:
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New vehicle
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$
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6,799.1
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$
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6,602.8
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$
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5,763.6
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$
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4,938.4
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$
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4,552.3
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Used vehicle retail
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3,527.2
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3,079.0
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2,544.4
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2,227.0
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1,927.0
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|||||
Used vehicle wholesale
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301.2
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331.3
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277.8
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276.6
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261.5
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|||||
Finance and insurance
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518.6
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454.8
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385.9
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330.9
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283.0
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Service, body and parts
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1,325.1
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1,222.3
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1,015.8
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844.5
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739.0
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Fleet and other
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201.5
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131.2
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99.0
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60.8
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101.5
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|||||
Total revenues
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$
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12,672.7
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$
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11,821.4
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$
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10,086.5
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$
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8,678.2
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$
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7,864.3
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||||||||||
Gross Profit:
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||||||||||
New vehicle
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$
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385.6
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$
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385.1
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|
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$
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339.8
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|
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$
|
289.4
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|
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$
|
280.4
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Used vehicle retail
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367.5
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|
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322.9
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286.8
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263.7
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241.2
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|||||
Used vehicle wholesale
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3.7
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|
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5.5
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|
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4.8
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4.3
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4.5
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|
|||||
Finance and insurance
|
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518.6
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|
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454.8
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|
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385.9
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|
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330.9
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|
|
283.0
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|
|||||
Service, body and parts
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667.6
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600.7
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493.1
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|
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410.3
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363.9
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|||||
Fleet and other
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10.8
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8.0
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5.7
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2.7
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|
|
2.6
|
|
|||||
Total gross profit
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$
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1,953.8
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|
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$
|
1,777.0
|
|
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$
|
1,516.1
|
|
|
$
|
1,301.3
|
|
|
$
|
1,175.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (1)
|
|
$
|
495.0
|
|
|
$
|
447.0
|
|
|
$
|
409.0
|
|
|
$
|
338.4
|
|
|
$
|
302.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes (1)
|
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$
|
375.4
|
|
|
$
|
337.5
|
|
|
$
|
347.1
|
|
|
$
|
283.5
|
|
|
$
|
262.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations (1)
|
|
$
|
271.5
|
|
|
$
|
265.7
|
|
|
$
|
245.2
|
|
|
$
|
197.1
|
|
|
$
|
183.0
|
|
|
|
|
|
|
|
|
|
|
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|
||||||||||
Basic net income per share
|
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$
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11.70
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|
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$
|
10.91
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|
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$
|
9.78
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|
|
$
|
7.76
|
|
|
$
|
6.96
|
|
Shares used in basic per share
|
|
23.2
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|
|
24.4
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|
|
25.1
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|
|
25.4
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|
|
26.3
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|||||
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|
||||||||||
Diluted net income per share
|
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$
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11.60
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|
|
$
|
10.86
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|
|
$
|
9.75
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|
|
$
|
7.72
|
|
|
$
|
6.91
|
|
Shares used in diluted per share
|
|
23.4
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|
|
24.5
|
|
|
25.1
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|
|
25.5
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|
|
26.5
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|
|||||
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|
||||||||||
Cash dividends paid per common share
|
|
$
|
1.19
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|
|
$
|
1.14
|
|
|
$
|
1.06
|
|
|
$
|
0.95
|
|
|
$
|
0.76
|
|
(In millions)
|
|
As of December 31,
|
||||||||||||||||||
Consolidated Balance Sheets Data:
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Working capital
|
|
$
|
501.4
|
|
|
$
|
497.9
|
|
|
$
|
481.8
|
|
|
$
|
365.2
|
|
|
$
|
288.0
|
|
Inventories
|
|
2,433.7
|
|
|
2,365.3
|
|
|
2,132.7
|
|
|
1,772.6
|
|
|
1,471.0
|
|
|||||
Total assets
|
|
6,083.9
|
|
|
5,384.0
|
|
|
4,683.1
|
|
|
3,844.2
|
|
|
3,225.1
|
|
|||||
Floor plan notes payable
|
|
2,067.6
|
|
|
2,057.7
|
|
|
1,919.1
|
|
|
1,601.5
|
|
|
1,314.0
|
|
|||||
Long-term debt, including current maturities
|
|
1,469.9
|
|
|
1,384.1
|
|
|
1,047.4
|
|
|
790.9
|
|
|
643.2
|
|
|||||
Total stockholders’ equity
|
|
1,467.7
|
|
|
1,197.2
|
|
|
1,083.2
|
|
|
910.8
|
|
|
828.2
|
|
(1)
|
Includes $2.6 million, $1.3 million, $14.0 million and $20.1 million in non-cash charges related to asset impairments for the years ended 2019, 2018, 2016 and 2015 respectively. We did not record any non-cash charges related to asset impairments in 2017. See Note 1, Note 4 of Notes to Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Financial Data of this Annual Report.
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
||||||||||||||||
($ in millions, except per vehicle data)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|
2017
|
|
Change
|
|
%
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
|
$
|
6,799.1
|
|
|
$
|
6,602.8
|
|
|
$
|
196.3
|
|
|
3.0
|
%
|
|
$
|
5,763.6
|
|
|
$
|
839.2
|
|
|
14.6
|
%
|
Used vehicle retail
|
|
3,527.2
|
|
|
3,079.0
|
|
|
448.2
|
|
|
14.6
|
|
|
2,544.4
|
|
|
534.6
|
|
|
21.0
|
|
|||||
Finance and insurance
|
|
518.6
|
|
|
454.8
|
|
|
63.8
|
|
|
14.0
|
|
|
385.9
|
|
|
68.9
|
|
|
17.9
|
|
|||||
Service, body and parts
|
|
1,325.1
|
|
|
1,222.3
|
|
|
102.8
|
|
|
8.4
|
|
|
1,015.8
|
|
|
206.5
|
|
|
20.3
|
|
|||||
Total Revenues
|
|
12,672.7
|
|
|
11,821.4
|
|
|
851.3
|
|
|
7.2
|
|
|
10,086.5
|
|
|
1,734.9
|
|
|
17.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
|
$
|
385.6
|
|
|
$
|
385.1
|
|
|
$
|
0.5
|
|
|
0.1
|
%
|
|
$
|
339.8
|
|
|
$
|
45.3
|
|
|
13.3
|
%
|
Used vehicle retail
|
|
367.5
|
|
|
322.9
|
|
|
44.6
|
|
|
13.8
|
|
|
286.8
|
|
|
36.1
|
|
|
12.6
|
|
|||||
Finance and insurance
|
|
518.6
|
|
|
454.8
|
|
|
63.8
|
|
|
14.0
|
|
|
385.9
|
|
|
68.9
|
|
|
17.9
|
|
|||||
Service, body and parts
|
|
667.6
|
|
|
600.7
|
|
|
66.9
|
|
|
11.1
|
|
|
493.1
|
|
|
107.6
|
|
|
21.8
|
|
|||||
Total Gross Profit
|
|
1,953.8
|
|
|
1,777.0
|
|
|
176.8
|
|
|
9.9
|
|
|
1,516.1
|
|
|
260.9
|
|
|
17.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross profit margins
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
|
5.7
|
%
|
|
5.8
|
%
|
|
-10 bp
|
|
|
|
|
5.9
|
%
|
|
-10 bp
|
|
|
||||||||
Used vehicle retail
|
|
10.4
|
|
|
10.5
|
|
|
-10 bp
|
|
|
|
|
11.3
|
|
|
-80 bp
|
|
|
||||||||
Finance and insurance
|
|
100.0
|
|
|
100.0
|
|
|
0 bp
|
|
|
|
|
100.0
|
|
|
0 bp
|
|
|
||||||||
Service, body and parts
|
|
50.4
|
|
|
49.1
|
|
|
130 bp
|
|
|
|
|
48.5
|
|
|
60 bp
|
|
|
||||||||
Total Gross Profit Margin
|
|
15.4
|
|
|
15.0
|
|
|
40 bp
|
|
|
|
|
15.0
|
|
|
0 bp
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail units sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicles
|
|
180,532
|
|
|
184,601
|
|
|
(4,069
|
)
|
|
(2.2
|
)%
|
|
167,146
|
|
|
17,455
|
|
|
10.4
|
%
|
|||||
Used vehicles
|
|
170,423
|
|
|
151,234
|
|
|
19,189
|
|
|
12.7
|
|
|
129,913
|
|
|
21,321
|
|
|
16.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average selling price per retail unit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicles
|
|
$
|
37,661
|
|
|
$
|
35,768
|
|
|
$
|
1,893
|
|
|
5.3
|
%
|
|
$
|
34,482
|
|
|
$
|
1,286
|
|
|
3.7
|
%
|
Used vehicles
|
|
20,697
|
|
|
20,359
|
|
|
338
|
|
|
1.7
|
|
|
19,585
|
|
|
774
|
|
|
4.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average gross profit per retail unit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicles
|
|
$
|
2,136
|
|
|
$
|
2,086
|
|
|
$
|
50
|
|
|
2.4
|
%
|
|
$
|
2,033
|
|
|
$
|
53
|
|
|
2.6
|
%
|
Used vehicles
|
|
2,156
|
|
|
2,135
|
|
|
21
|
|
|
1.0
|
|
|
2,208
|
|
|
(73
|
)
|
|
(3.3
|
)
|
|||||
Finance and insurance
|
|
1,478
|
|
|
1,354
|
|
|
124
|
|
|
9.2
|
|
|
1,299
|
|
|
55
|
|
|
4.2
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
|
|
2018 vs. 2017
|
||||||||||||||||||
($ in millions, except per vehicle data)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
New vehicle
|
|
$
|
6,499.2
|
|
|
$
|
6,400.9
|
|
|
$
|
98.3
|
|
|
1.5
|
%
|
|
$
|
5,380.4
|
|
|
$
|
5,481.6
|
|
|
$
|
(101.2
|
)
|
|
(1.8
|
)%
|
Used vehicle retail
|
|
3,391.5
|
|
|
2,984.0
|
|
|
407.5
|
|
|
13.7
|
|
|
2,598.9
|
|
|
2,435.1
|
|
|
163.8
|
|
|
6.7
|
|
||||||
Finance and insurance
|
|
499.4
|
|
|
441.3
|
|
|
58.1
|
|
|
13.2
|
|
|
385.3
|
|
|
367.7
|
|
|
17.6
|
|
|
4.8
|
|
||||||
Service, body and parts
|
|
1,268.5
|
|
|
1,180.7
|
|
|
87.8
|
|
|
7.4
|
|
|
1,005.9
|
|
|
970.7
|
|
|
35.2
|
|
|
3.6
|
|
||||||
Total Revenues
|
|
12,143.7
|
|
|
11,444.4
|
|
|
699.3
|
|
|
6.1
|
|
|
9,740.1
|
|
|
9,618.7
|
|
|
121.4
|
|
|
1.3
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
New vehicle
|
|
$
|
368.3
|
|
|
$
|
373.2
|
|
|
$
|
(4.9
|
)
|
|
(1.3
|
)%
|
|
$
|
306.7
|
|
|
$
|
321.5
|
|
|
$
|
(14.8
|
)
|
|
(4.6
|
)%
|
Used vehicle retail
|
|
354.5
|
|
|
315.3
|
|
|
39.2
|
|
|
12.4
|
|
|
285.4
|
|
|
277.1
|
|
|
8.3
|
|
|
3.0
|
|
||||||
Finance and insurance
|
|
499.4
|
|
|
441.3
|
|
|
58.1
|
|
|
13.2
|
|
|
385.3
|
|
|
367.7
|
|
|
17.6
|
|
|
4.8
|
|
||||||
Service, body and parts
|
|
640.1
|
|
|
582.1
|
|
|
58.0
|
|
|
10.0
|
|
|
497.5
|
|
|
471.7
|
|
|
25.8
|
|
|
5.5
|
|
||||||
Total Gross Profit
|
|
1,876.0
|
|
|
1,725.1
|
|
|
150.9
|
|
|
8.7
|
|
|
1,486.5
|
|
|
1,448.1
|
|
|
38.4
|
|
|
2.7
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross profit margins
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
New vehicle
|
|
5.7
|
%
|
|
5.8
|
%
|
|
-10 bp
|
|
|
|
5.7
|
%
|
|
5.9
|
%
|
|
-20 bp
|
|
|
||||||||||
Used vehicle retail
|
|
10.5
|
|
|
10.6
|
|
|
-10 bp
|
|
|
|
11.0
|
|
|
11.4
|
|
|
-40 bp
|
|
|
||||||||||
Finance and insurance
|
|
100.0
|
|
|
100.0
|
|
|
0 bp
|
|
|
|
100.0
|
|
|
100.0
|
|
|
0 bp
|
|
|
||||||||||
Service, body and parts
|
|
50.5
|
|
|
49.3
|
|
|
120 bp
|
|
|
|
49.5
|
|
|
48.6
|
|
|
90 bp
|
|
|
||||||||||
Total Gross Profit Margin
|
|
15.4
|
|
|
15.1
|
|
|
30 bp
|
|
|
|
15.3
|
|
|
15.1
|
|
|
20 bp
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Retail units sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
New vehicles
|
|
172,224
|
|
|
178,119
|
|
|
(5,895
|
)
|
|
(3.3
|
)%
|
|
150,946
|
|
|
157,865
|
|
|
(6,919
|
)
|
|
(4.4
|
)%
|
||||||
Used vehicles
|
|
163,889
|
|
|
145,992
|
|
|
17,897
|
|
|
12.3
|
|
|
128,861
|
|
|
123,774
|
|
|
5,087
|
|
|
4.1
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Average selling price per retail unit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
New vehicles
|
|
$
|
37,737
|
|
|
$
|
35,936
|
|
|
$
|
1,801
|
|
|
5.0
|
%
|
|
$
|
35,645
|
|
|
$
|
34,723
|
|
|
$
|
922
|
|
|
2.7
|
%
|
Used vehicles
|
|
20,694
|
|
|
20,439
|
|
|
255
|
|
|
1.2
|
|
|
20,168
|
|
|
19,674
|
|
|
494
|
|
|
2.5
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Average gross profit per retail unit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
New vehicles
|
|
$
|
2,138
|
|
|
$
|
2,095
|
|
|
$
|
43
|
|
|
2.1
|
%
|
|
$
|
2,032
|
|
|
$
|
2,037
|
|
|
$
|
(5
|
)
|
|
(0.2
|
)%
|
Used vehicles
|
|
2,163
|
|
|
2,160
|
|
|
3
|
|
|
0.1
|
|
|
2,215
|
|
|
2,239
|
|
|
(24
|
)
|
|
(1.1
|
)
|
||||||
Finance and insurance
|
|
1,486
|
|
|
1,362
|
|
|
124
|
|
|
9.1
|
|
|
1,377
|
|
|
1,306
|
|
|
71
|
|
|
5.4
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|
2017
|
|
Change
|
|
%
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domestic
|
|
$
|
4,382.4
|
|
|
$
|
4,215.0
|
|
|
$
|
167.4
|
|
|
4.0
|
%
|
|
$
|
3,845.8
|
|
|
$
|
369.2
|
|
|
9.6
|
%
|
Import
|
|
5,267.8
|
|
|
5,038.1
|
|
|
229.7
|
|
|
4.6
|
|
|
4,432.8
|
|
|
605.3
|
|
|
13.7
|
|
|||||
Luxury
|
|
2,991.9
|
|
|
2,560.3
|
|
|
431.6
|
|
|
16.9
|
|
|
1,810.1
|
|
|
750.2
|
|
|
41.4
|
|
|||||
|
|
12,642.1
|
|
|
11,813.4
|
|
|
828.7
|
|
|
7.0
|
|
|
10,088.7
|
|
|
1,724.7
|
|
|
17.1
|
|
|||||
Corporate and other
|
|
30.6
|
|
|
8.0
|
|
|
22.6
|
|
|
NM
|
|
(2.2
|
)
|
|
10.2
|
|
|
NM
|
|||||||
|
|
$
|
12,672.7
|
|
|
$
|
11,821.4
|
|
|
$
|
851.3
|
|
|
7.2
|
|
|
$
|
10,086.5
|
|
|
$
|
1,734.9
|
|
|
17.2
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|
2017
|
|
Change
|
|
%
|
||||||||||||
Segment income*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domestic
|
|
$
|
123.4
|
|
|
$
|
97.6
|
|
|
$
|
25.8
|
|
|
26.4
|
%
|
|
$
|
105.2
|
|
|
$
|
(7.6
|
)
|
|
(7.2
|
)%
|
Import
|
|
153.9
|
|
|
116.2
|
|
|
37.7
|
|
|
32.4
|
|
|
117.8
|
|
|
(1.6
|
)
|
|
(1.4
|
)
|
|||||
Luxury
|
|
57.1
|
|
|
43.9
|
|
|
13.2
|
|
|
30.1
|
|
|
37.0
|
|
|
6.9
|
|
|
18.6
|
|
|||||
|
|
334.4
|
|
|
257.7
|
|
|
76.7
|
|
|
29.8
|
|
|
260.0
|
|
|
(2.3
|
)
|
|
(0.9
|
)
|
|||||
Corporate and other
|
|
170.2
|
|
|
202.4
|
|
|
(32.2
|
)
|
|
(15.9
|
)
|
|
167.4
|
|
|
35.0
|
|
|
20.9
|
|
|||||
Depreciation and amortization
|
|
(82.4
|
)
|
|
(75.4
|
)
|
|
7.0
|
|
|
9.3
|
|
|
(57.7
|
)
|
|
17.7
|
|
|
30.7
|
|
|||||
Other interest expense
|
|
(60.6
|
)
|
|
(56.0
|
)
|
|
4.6
|
|
|
8.2
|
|
|
(34.8
|
)
|
|
21.2
|
|
|
60.9
|
|
|||||
Other income, net
|
|
13.8
|
|
|
8.8
|
|
|
5.0
|
|
|
NM
|
|
12.2
|
|
|
(3.4
|
)
|
|
NM
|
|||||||
Income before income taxes
|
|
$
|
375.4
|
|
|
$
|
337.5
|
|
|
$
|
37.9
|
|
|
11.2
|
|
|
$
|
347.1
|
|
|
$
|
(9.6
|
)
|
|
(2.8
|
)
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
|||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|
2017
|
|
Change
|
|
%
|
|||||||
Retail new vehicle unit sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Domestic
|
|
53,262
|
|
|
55,653
|
|
|
(2,391
|
)
|
|
(4.3
|
)%
|
|
53,288
|
|
|
2,365
|
|
|
4.4
|
%
|
Import
|
|
98,365
|
|
|
102,454
|
|
|
(4,089
|
)
|
|
(4.0
|
)
|
|
94,634
|
|
|
7,820
|
|
|
8.3
|
|
Luxury
|
|
29,238
|
|
|
26,915
|
|
|
2,323
|
|
|
8.6
|
|
|
19,597
|
|
|
7,318
|
|
|
37.3
|
|
|
|
180,865
|
|
|
185,022
|
|
|
(4,157
|
)
|
|
(2.2
|
)
|
|
167,519
|
|
|
17,503
|
|
|
10.4
|
|
Allocated to management
|
|
(333
|
)
|
|
(421
|
)
|
|
88
|
|
|
20.9
|
|
|
(373
|
)
|
|
(48
|
)
|
|
(12.9
|
)
|
|
|
180,532
|
|
|
184,601
|
|
|
(4,069
|
)
|
|
(2.2
|
)
|
|
167,146
|
|
|
17,455
|
|
|
10.4
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|
2017
|
|
Change
|
|
%
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
|
$
|
2,287.5
|
|
|
$
|
2,290.1
|
|
|
$
|
(2.6
|
)
|
|
(0.1
|
)%
|
|
$
|
2,153.7
|
|
|
$
|
136.4
|
|
|
6.3
|
%
|
Used vehicle retail
|
|
1,264.7
|
|
|
1,107.4
|
|
|
157.3
|
|
|
14.2
|
%
|
|
987.4
|
|
|
120.0
|
|
|
12.2
|
%
|
|||||
Used vehicle wholesale
|
|
113.6
|
|
|
134.9
|
|
|
(21.3
|
)
|
|
(15.8
|
)%
|
|
120.5
|
|
|
14.4
|
|
|
12.0
|
%
|
|||||
Finance and insurance
|
|
184.2
|
|
|
166.4
|
|
|
17.8
|
|
|
10.7
|
%
|
|
151.4
|
|
|
15.0
|
|
|
9.9
|
%
|
|||||
Service, body and parts
|
|
477.5
|
|
|
451.4
|
|
|
26.1
|
|
|
5.8
|
%
|
|
395.5
|
|
|
55.9
|
|
|
14.1
|
%
|
|||||
Fleet and other
|
|
54.9
|
|
|
64.8
|
|
|
(9.9
|
)
|
|
(15.3
|
)%
|
|
37.3
|
|
|
27.5
|
|
|
73.7
|
%
|
|||||
|
|
$
|
4,382.4
|
|
|
$
|
4,215.0
|
|
|
$
|
167.4
|
|
|
4.0
|
%
|
|
$
|
3,845.8
|
|
|
$
|
369.2
|
|
|
9.6
|
%
|
Segment income
|
|
$
|
123.4
|
|
|
$
|
97.6
|
|
|
$
|
25.8
|
|
|
26.4
|
|
|
$
|
105.2
|
|
|
$
|
(7.6
|
)
|
|
(7.2
|
)
|
Retail new vehicle unit sales
|
|
53,262
|
|
|
55,653
|
|
|
(2,391
|
)
|
|
(4.3
|
)
|
|
53,288
|
|
|
2,365
|
|
|
4.4
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|
2017
|
|
Change
|
|
%
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
|
$
|
2,920.8
|
|
|
$
|
2,933.1
|
|
|
$
|
(12.3
|
)
|
|
(0.4
|
)%
|
|
$
|
2,638.5
|
|
|
$
|
294.6
|
|
|
11.2
|
%
|
Used vehicle retail
|
|
1,448.5
|
|
|
1,283.4
|
|
|
165.1
|
|
|
12.9
|
%
|
|
1,073.6
|
|
|
209.8
|
|
|
19.5
|
%
|
|||||
Used vehicle wholesale
|
|
112.1
|
|
|
123.4
|
|
|
(11.3
|
)
|
|
(9.2
|
)%
|
|
105.2
|
|
|
18.2
|
|
|
17.3
|
%
|
|||||
Finance and insurance
|
|
247.4
|
|
|
220.3
|
|
|
27.1
|
|
|
12.3
|
%
|
|
186.4
|
|
|
33.9
|
|
|
18.2
|
%
|
|||||
Service, body and parts
|
|
496.2
|
|
|
453.8
|
|
|
42.4
|
|
|
9.3
|
%
|
|
396.2
|
|
|
57.6
|
|
|
14.5
|
%
|
|||||
Fleet and other
|
|
42.8
|
|
|
24.1
|
|
|
18.7
|
|
|
77.6
|
%
|
|
32.9
|
|
|
(8.8
|
)
|
|
(26.7
|
)%
|
|||||
|
|
$
|
5,267.8
|
|
|
$
|
5,038.1
|
|
|
$
|
229.7
|
|
|
4.6
|
%
|
|
$
|
4,432.8
|
|
|
$
|
605.3
|
|
|
13.7
|
%
|
Segment income
|
|
$
|
153.9
|
|
|
$
|
116.2
|
|
|
$
|
37.7
|
|
|
32.4
|
|
|
$
|
117.8
|
|
|
$
|
(1.6
|
)
|
|
(1.4
|
)
|
Retail new vehicle unit sales
|
|
98,365
|
|
|
102,454
|
|
|
(4,089
|
)
|
|
(4.0
|
)
|
|
94,634
|
|
|
7,820
|
|
|
8.3
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|
2017
|
|
Change
|
|
%
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
|
$
|
1,588.8
|
|
|
$
|
1,397.8
|
|
|
$
|
191.0
|
|
|
13.7
|
%
|
|
$
|
991.5
|
|
|
$
|
406.3
|
|
|
41.0
|
%
|
Used vehicle retail
|
|
813.3
|
|
|
688.1
|
|
|
125.2
|
|
|
18.2
|
%
|
|
483.1
|
|
|
205.0
|
|
|
42.4
|
%
|
|||||
Used vehicle wholesale
|
|
75.3
|
|
|
72.9
|
|
|
2.4
|
|
|
3.3
|
%
|
|
51.9
|
|
|
21.0
|
|
|
40.5
|
%
|
|||||
Finance and insurance
|
|
77.1
|
|
|
62.0
|
|
|
15.1
|
|
|
24.4
|
%
|
|
40.8
|
|
|
21.2
|
|
|
52.0
|
%
|
|||||
Service, body and parts
|
|
335.3
|
|
|
298.9
|
|
|
36.4
|
|
|
12.2
|
%
|
|
215.0
|
|
|
83.9
|
|
|
39.0
|
%
|
|||||
Fleet and other
|
|
102.1
|
|
|
40.6
|
|
|
61.5
|
|
|
151.5
|
%
|
|
27.8
|
|
|
12.8
|
|
|
46.0
|
%
|
|||||
|
|
$
|
2,991.9
|
|
|
$
|
2,560.3
|
|
|
$
|
431.6
|
|
|
16.9
|
%
|
|
$
|
1,810.1
|
|
|
$
|
750.2
|
|
|
41.4
|
%
|
Segment income
|
|
$
|
57.1
|
|
|
$
|
43.9
|
|
|
$
|
13.2
|
|
|
30.1
|
|
|
$
|
37.0
|
|
|
$
|
6.9
|
|
|
18.6
|
|
Retail new vehicle unit sales
|
|
29,238
|
|
|
26,915
|
|
|
2,323
|
|
|
8.6
|
|
|
19,597
|
|
|
7,318
|
|
|
37.3
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
|||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|
2017
|
|
Change
|
|
%
|
|||||||||||
Revenue, net
|
|
$
|
30.6
|
|
|
$
|
8.0
|
|
|
$
|
22.6
|
|
|
NM
|
|
$
|
(2.2
|
)
|
|
$
|
10.2
|
|
|
NM
|
|
Segment income
|
|
$
|
170.2
|
|
|
$
|
202.4
|
|
|
$
|
(32.2
|
)
|
|
(15.9
|
)
|
|
$
|
167.4
|
|
|
$
|
35.0
|
|
|
20.9
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Franchise value
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Goodwill
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|||
Long-lived assets
|
|
0.5
|
|
|
1.3
|
|
|
—
|
|
|||
Total asset impairments
|
|
$
|
2.6
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|
2017
|
|
Change
|
|
%
|
||||||||||||
Personnel
|
|
$
|
911.2
|
|
|
$
|
824.8
|
|
|
$
|
86.4
|
|
|
10.5
|
%
|
|
$
|
695.5
|
|
|
$
|
129.3
|
|
|
18.6
|
%
|
Advertising
|
|
111.9
|
|
|
108.7
|
|
|
3.2
|
|
|
2.9
|
|
|
93.3
|
|
|
15.4
|
|
|
16.5
|
|
|||||
Rent
|
|
41.3
|
|
|
43.3
|
|
|
(2.0
|
)
|
|
(4.6
|
)
|
|
33.4
|
|
|
9.9
|
|
|
29.6
|
|
|||||
Facility costs
|
|
77.4
|
|
|
72.0
|
|
|
5.4
|
|
|
7.5
|
|
|
61.3
|
|
|
10.7
|
|
|
17.5
|
|
|||||
Gain on sale of assets
|
|
(9.7
|
)
|
|
(14.8
|
)
|
|
5.1
|
|
|
(34.5
|
)
|
|
(5.5
|
)
|
|
(9.3
|
)
|
|
169.1
|
|
|||||
Other
|
|
241.7
|
|
|
219.3
|
|
|
22.4
|
|
|
10.2
|
|
|
171.4
|
|
|
47.9
|
|
|
27.9
|
|
|||||
Total SG&A
|
|
$
|
1,373.8
|
|
|
$
|
1,253.3
|
|
|
$
|
120.5
|
|
|
9.6
|
|
|
$
|
1,049.4
|
|
|
$
|
203.9
|
|
|
19.4
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
|||||
As a % of gross profit
|
|
2019
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|||||
Personnel
|
|
46.6
|
%
|
|
46.4
|
%
|
|
20
|
bps
|
|
45.9
|
%
|
|
50
|
bps
|
Advertising
|
|
5.7
|
%
|
|
6.1
|
%
|
|
(40
|
)
|
|
6.2
|
%
|
|
(10
|
)
|
Rent
|
|
2.1
|
%
|
|
2.4
|
%
|
|
(30
|
)
|
|
2.2
|
%
|
|
20
|
|
Facility costs
|
|
4.0
|
%
|
|
4.1
|
%
|
|
(10
|
)
|
|
4.0
|
%
|
|
10
|
|
Gain on sale of assets
|
|
(0.5
|
)%
|
|
(0.8
|
)%
|
|
30
|
|
|
(0.3
|
)%
|
|
(50
|
)
|
Other
|
|
12.4
|
%
|
|
12.3
|
%
|
|
10
|
|
|
11.2
|
%
|
|
110
|
|
Total SG&A
|
|
70.3
|
%
|
|
70.5
|
%
|
|
(20
|
) bps
|
|
69.2
|
%
|
|
130
|
bps
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|
2017
|
|
Change
|
|
%
|
||||||||||||
Personnel
|
|
$
|
911.2
|
|
|
$
|
824.8
|
|
|
$
|
86.4
|
|
|
10.5
|
%
|
|
$
|
695.5
|
|
|
$
|
129.3
|
|
|
18.6
|
%
|
Advertising
|
|
111.9
|
|
|
108.7
|
|
|
3.2
|
|
|
2.9
|
|
|
93.3
|
|
|
15.4
|
|
|
16.5
|
|
|||||
Rent
|
|
41.3
|
|
|
43.3
|
|
|
(2.0
|
)
|
|
(4.6
|
)
|
|
33.4
|
|
|
9.9
|
|
|
29.6
|
|
|||||
Facility costs
|
|
77.4
|
|
|
72.0
|
|
|
5.4
|
|
|
7.5
|
|
|
61.3
|
|
|
10.7
|
|
|
17.5
|
|
|||||
Adjusted loss (gain) on sale of assets
|
|
—
|
|
|
0.5
|
|
|
(0.5
|
)
|
|
(100.0
|
)
|
|
(0.4
|
)
|
|
0.9
|
|
|
(225.0
|
)
|
|||||
Adjusted Other
|
|
229.7
|
|
|
214.6
|
|
|
15.1
|
|
|
7.0
|
|
|
160.1
|
|
|
54.5
|
|
|
34.0
|
|
|||||
Total Adjusted SG&A
|
|
$
|
1,371.5
|
|
|
$
|
1,263.9
|
|
|
$
|
107.6
|
|
|
8.5
|
|
|
$
|
1,043.2
|
|
|
$
|
220.7
|
|
|
21.2
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
|||||
As a % of gross profit
|
|
2019
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|||||
Personnel
|
|
46.6
|
%
|
|
46.4
|
%
|
|
20
|
bps
|
|
45.9
|
%
|
|
50
|
bps
|
Advertising
|
|
5.7
|
%
|
|
6.1
|
%
|
|
(40
|
)
|
|
6.2
|
%
|
|
(10
|
)
|
Rent
|
|
2.1
|
%
|
|
2.4
|
%
|
|
(30
|
)
|
|
2.2
|
%
|
|
20
|
|
Facility costs
|
|
4.0
|
%
|
|
4.1
|
%
|
|
(10
|
)
|
|
4.0
|
%
|
|
10
|
|
Adjusted loss (gain) on sale of assets
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
0.0
|
%
|
|
—
|
|
Adjusted Other
|
|
11.8
|
%
|
|
12.1
|
%
|
|
(30
|
)
|
|
10.5
|
%
|
|
160
|
|
Total Adjusted SG&A
|
|
70.2
|
%
|
|
71.1
|
%
|
|
(90
|
) bps
|
|
68.8
|
%
|
|
230
|
bps
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|
2017
|
|
Change
|
|
%
|
||||||||||||
Depreciation and amortization
|
|
$
|
82.4
|
|
|
$
|
75.4
|
|
|
$
|
7.0
|
|
|
9.3
|
%
|
|
$
|
57.7
|
|
|
$
|
17.7
|
|
|
30.7
|
%
|
|
|
Year Ended December 31,
|
||||
|
|
2019
|
|
2018
|
|
2017
|
Operating margin
|
|
3.9%
|
|
3.8%
|
|
4.1%
|
Operating margin adjusted for non-core charges(1)
|
|
3.9%
|
|
3.7%
|
|
4.1%
|
(1)
|
See “Non-GAAP Reconciliations” for additional information.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|
2017
|
|
Change
|
|
%
|
||||||||||||
Floor plan interest expense (new vehicles)
|
|
$
|
72.8
|
|
|
$
|
62.3
|
|
|
$
|
10.5
|
|
|
16.9
|
%
|
|
39.3
|
|
|
$
|
23.0
|
|
|
58.5
|
%
|
|
Floor plan assistance (included as an offset to cost of sales)
|
|
(69.0
|
)
|
|
(66.9
|
)
|
|
(2.1
|
)
|
|
3.1
|
|
|
(56.0
|
)
|
|
(10.9
|
)
|
|
19.5
|
|
|||||
Net new vehicle carrying costs (benefit)
|
|
$
|
3.8
|
|
|
$
|
(4.6
|
)
|
|
$
|
8.4
|
|
|
(182.6
|
)%
|
|
$
|
(16.7
|
)
|
|
$
|
12.1
|
|
|
(72.5
|
)%
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|
2017
|
|
Change
|
|
%
|
||||||||||||
Mortgage interest
|
|
$
|
27.5
|
|
|
$
|
25.0
|
|
|
$
|
2.5
|
|
|
10.0
|
%
|
|
$
|
19.1
|
|
|
$
|
5.9
|
|
|
30.9
|
%
|
Other interest
|
|
35.4
|
|
|
32.3
|
|
|
3.1
|
|
|
9.6
|
|
|
16.2
|
|
|
16.1
|
|
|
99.4
|
|
|||||
Capitalized interest
|
|
(2.3
|
)
|
|
(1.3
|
)
|
|
(1.0
|
)
|
|
76.9
|
|
|
(0.5
|
)
|
|
(0.8
|
)
|
|
160.0
|
|
|||||
Total other interest expense
|
|
$
|
60.6
|
|
|
$
|
56.0
|
|
|
$
|
4.6
|
|
|
8.2
|
%
|
|
$
|
34.8
|
|
|
$
|
21.2
|
|
|
60.9
|
%
|
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Effective income tax rate
|
|
27.7
|
%
|
|
21.3
|
%
|
|
29.3
|
%
|
Effective income tax rate excluding non-core items(1)
|
|
27.6
|
%
|
|
25.6
|
%
|
|
38.7
|
%
|
(1)
|
See “Non-GAAP Reconciliations” for more details
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||||
|
|
As reported
|
|
Disposal gain on sale of stores
|
|
Asset impairments
|
|
Insurance reserves
|
|
Acquisition expenses
|
|
Adjusted
|
||||||||||||
Asset impairments
|
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
(2.6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, general and administrative
|
|
1,373.8
|
|
|
9.7
|
|
|
—
|
|
|
(9.5
|
)
|
|
(2.5
|
)
|
|
1,371.5
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
|
495.0
|
|
|
(9.7
|
)
|
|
2.6
|
|
|
9.5
|
|
|
2.5
|
|
|
499.9
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income before income taxes
|
|
$
|
375.4
|
|
|
$
|
(9.7
|
)
|
|
$
|
2.6
|
|
|
$
|
9.5
|
|
|
$
|
2.5
|
|
|
$
|
380.3
|
|
Income tax (provision) benefit
|
|
(103.9
|
)
|
|
2.8
|
|
|
(0.7
|
)
|
|
(2.6
|
)
|
|
(0.7
|
)
|
|
(105.1
|
)
|
||||||
Net income
|
|
$
|
271.5
|
|
|
$
|
(6.9
|
)
|
|
$
|
1.9
|
|
|
$
|
6.9
|
|
|
$
|
1.8
|
|
|
$
|
275.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted net income per share
|
|
$
|
11.60
|
|
|
$
|
(0.30
|
)
|
|
$
|
0.08
|
|
|
$
|
0.30
|
|
|
$
|
0.08
|
|
|
$
|
11.76
|
|
Diluted share count
|
|
23.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||||||
|
|
As
reported
|
|
Disposal gain on sale of stores
|
|
Asset impairments
|
|
Insurance reserves
|
|
Acquisition expenses
|
|
Tax attribute
|
|
Adjusted
|
||||||||||||||
Asset impairments
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Selling, general and administrative
|
|
$
|
1,253.3
|
|
|
$
|
15.4
|
|
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
(3.3
|
)
|
|
$
|
—
|
|
|
$
|
1,263.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income
|
|
447.0
|
|
|
(15.4
|
)
|
|
1.3
|
|
|
1.5
|
|
|
3.3
|
|
|
—
|
|
|
437.7
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income before income taxes
|
|
$
|
337.5
|
|
|
$
|
(15.4
|
)
|
|
$
|
1.3
|
|
|
$
|
1.5
|
|
|
$
|
3.3
|
|
|
$
|
—
|
|
|
$
|
328.2
|
|
Income tax (provision) benefit
|
|
(71.8
|
)
|
|
4.0
|
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.9
|
)
|
|
(14.8
|
)
|
|
(84.2
|
)
|
|||||||
Net income
|
|
$
|
265.7
|
|
|
$
|
(11.4
|
)
|
|
$
|
1.0
|
|
|
$
|
1.1
|
|
|
$
|
2.4
|
|
|
$
|
(14.8
|
)
|
|
$
|
244.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Diluted net income per share
|
|
$
|
10.86
|
|
|
$
|
(0.47
|
)
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
|
$
|
0.10
|
|
|
$
|
(0.60
|
)
|
|
$
|
9.98
|
|
Diluted share count
|
|
24.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||||||
|
|
As
reported
|
|
Disposal gain on sale of stores
|
|
Insurance reserves
|
|
Acquisition expenses
|
|
OEM settlement
|
|
Tax reform
|
|
Adjusted
|
||||||||||||||
Selling, general and administrative
|
|
$
|
1,049.4
|
|
|
$
|
5.1
|
|
|
$
|
(5.6
|
)
|
|
$
|
(5.7
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,043.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income
|
|
409.0
|
|
|
(5.1
|
)
|
|
5.6
|
|
|
5.7
|
|
|
—
|
|
|
—
|
|
|
415.2
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other income (expense), net
|
|
12.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.1
|
)
|
|
—
|
|
|
3.1
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income before income taxes
|
|
$
|
347.1
|
|
|
$
|
(5.1
|
)
|
|
$
|
5.6
|
|
|
$
|
5.7
|
|
|
$
|
(9.1
|
)
|
|
$
|
—
|
|
|
$
|
344.2
|
|
Income tax (provision) benefit
|
|
(101.9
|
)
|
|
2.5
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|
3.4
|
|
|
(32.9
|
)
|
|
(133.3
|
)
|
|||||||
Net income
|
|
$
|
245.2
|
|
|
$
|
(2.6
|
)
|
|
$
|
3.4
|
|
|
$
|
3.5
|
|
|
$
|
(5.7
|
)
|
|
$
|
(32.9
|
)
|
|
$
|
210.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Diluted net income per share
|
|
$
|
9.75
|
|
|
$
|
(0.10
|
)
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
|
$
|
(0.23
|
)
|
|
$
|
(1.31
|
)
|
|
$
|
8.39
|
|
Diluted share count
|
|
25.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|||||||
Cash and cash equivalents
|
|
$
|
84.0
|
|
|
$
|
31.6
|
|
|
$
|
52.4
|
|
|
165.8
|
%
|
Available credit on the credit facilities
|
|
574.5
|
|
|
179.6
|
|
|
394.9
|
|
|
219.9
|
|
|||
Total current available funds
|
|
658.5
|
|
|
211.2
|
|
|
447.3
|
|
|
211.8
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided by operating activities
|
|
$
|
499.5
|
|
|
$
|
519.7
|
|
|
$
|
148.9
|
|
Net cash used in investing activities
|
|
(438.0
|
)
|
|
(557.1
|
)
|
|
(538.2
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(9.1
|
)
|
|
11.7
|
|
|
396.3
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
||||||||||
Net cash provided by operating activities – as reported
|
|
$
|
499.5
|
|
|
$
|
519.7
|
|
|
$
|
(20.2
|
)
|
|
$
|
148.9
|
|
|
$
|
370.8
|
|
Add (Less): Net (repayments) borrowings on floor plan notes payable: non-trade
|
|
(54.6
|
)
|
|
(21.9
|
)
|
|
(32.7
|
)
|
|
241.5
|
|
|
(263.4
|
)
|
|||||
Less: Borrowings on floor plan notes payable: non-trade associated with acquired new vehicle inventory
|
|
(80.0
|
)
|
|
(120.0
|
)
|
|
40.0
|
|
|
(111.0
|
)
|
|
(9.0
|
)
|
|||||
Net cash provided by operating activities – adjusted
|
|
$
|
364.9
|
|
|
$
|
377.8
|
|
|
$
|
(12.9
|
)
|
|
$
|
279.4
|
|
|
$
|
98.4
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
||||||||||
Capital expenditures
|
|
$
|
(124.9
|
)
|
|
$
|
(158.0
|
)
|
|
$
|
33.1
|
|
|
$
|
(105.4
|
)
|
|
$
|
(52.6
|
)
|
Cash paid for acquisitions, net of cash acquired
|
|
(366.6
|
)
|
|
(373.8
|
)
|
|
7.2
|
|
|
(460.4
|
)
|
|
86.6
|
|
|||||
Cash paid for other investments
|
|
(7.2
|
)
|
|
(62.7
|
)
|
|
55.5
|
|
|
(8.6
|
)
|
|
(54.1
|
)
|
|||||
Proceeds from sales of stores
|
|
46.7
|
|
|
34.3
|
|
|
12.4
|
|
|
20.9
|
|
|
13.4
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Post-acquisition capital improvements
|
|
$
|
33.9
|
|
|
$
|
59.0
|
|
|
$
|
41.2
|
|
Facilities for open points
|
|
5.4
|
|
|
8.4
|
|
|
0.5
|
|
|||
Purchases of previously leased facilities
|
|
3.1
|
|
|
7.9
|
|
|
—
|
|
|||
Existing facility improvements
|
|
50.2
|
|
|
53.5
|
|
|
29.6
|
|
|||
Maintenance
|
|
32.3
|
|
|
29.2
|
|
|
34.1
|
|
|||
Total capital expenditures
|
|
$
|
124.9
|
|
|
$
|
158.0
|
|
|
$
|
105.4
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Number of stores acquired
|
|
9
|
|
|
17
|
|
|
18
|
|
|||
Number of stores opened
|
|
—
|
|
|
1
|
|
|
1
|
|
|||
Number of franchises added
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Cash paid for acquisitions, net of cash acquired
|
|
$
|
(366.6
|
)
|
|
$
|
(373.8
|
)
|
|
$
|
(460.4
|
)
|
Less: Borrowings on floor plan notes payable: non-trade associated with acquired new vehicle inventory
|
|
80.0
|
|
|
120.0
|
|
|
111.0
|
|
|||
Cash paid for acquisitions, net of cash acquired – adjusted
|
|
$
|
(286.6
|
)
|
|
$
|
(253.8
|
)
|
|
$
|
(349.4
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash (used in) provided by financing activities, as reported
|
|
$
|
(9.1
|
)
|
|
$
|
11.7
|
|
|
$
|
396.3
|
|
Add (Less): Net repayments (borrowings) on floor plan notes payable: non-trade
|
|
54.6
|
|
|
21.9
|
|
|
(241.5
|
)
|
|||
Cash provided by financing activities, as adjusted
|
|
$
|
45.5
|
|
|
$
|
33.6
|
|
|
$
|
154.8
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
|
|
|
|
2019 vs. 2018
|
|
|
|
2018 vs. 2017
|
||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
||||||||||
Net (repayments) borrowings on lines of credit
|
|
$
|
(314.6
|
)
|
|
$
|
191.8
|
|
|
$
|
(506.4
|
)
|
|
$
|
(81.7
|
)
|
|
$
|
273.5
|
|
Principal payments on long-term debt and finance lease liabilities, other
|
|
(11.0
|
)
|
|
(26.1
|
)
|
|
15.1
|
|
|
(50.3
|
)
|
|
24.2
|
|
|||||
Proceeds from the issuance of long-term debt
|
|
420.3
|
|
|
62.1
|
|
|
358.2
|
|
|
395.9
|
|
|
(333.8
|
)
|
|||||
Payment of debt issuance costs
|
|
(5.8
|
)
|
|
(0.4
|
)
|
|
(5.4
|
)
|
|
(4.7
|
)
|
|
4.3
|
|
|||||
Repurchases of common stock
|
|
(3.2
|
)
|
|
(148.9
|
)
|
|
145.7
|
|
|
(33.8
|
)
|
|
(115.1
|
)
|
|||||
Dividends paid
|
|
(27.6
|
)
|
|
(27.7
|
)
|
|
0.1
|
|
|
(26.5
|
)
|
|
(1.2
|
)
|
Dividend paid:
|
|
Dividend amount per share
|
|
Total amount of dividend (in millions)
|
||||
March 2019
|
|
$
|
0.29
|
|
|
$
|
6.7
|
|
May 2019
|
|
0.30
|
|
|
7.0
|
|
||
August 2019
|
|
0.30
|
|
|
7.0
|
|
||
November 2019
|
|
0.30
|
|
|
6.9
|
|
|
|
Outstanding as of December 31, 2019
|
|
Remaining Available as of December 31, 2019
|
|
||||
Floor plan notes payable: non-trade
|
|
$
|
1,642.4
|
|
|
$
|
—
|
|
(1)
|
Floor plan notes payable
|
|
425.2
|
|
|
—
|
|
|
||
Used and service loaner vehicle inventory financing commitments
|
|
149.0
|
|
|
239.8
|
|
(2)
|
||
Revolving lines of credit
|
|
—
|
|
|
334.7
|
|
(2),(3)
|
||
Real estate mortgages
|
|
597.7
|
|
|
—
|
|
|
||
5.250% Senior notes due 2025
|
|
300.0
|
|
|
—
|
|
|
||
4.625% Senior notes due 2027
|
|
400.0
|
|
|
|
|
|||
Other debt
|
|
33.6
|
|
|
—
|
|
|
||
Unamortized debt issuance costs
|
|
(10.4
|
)
|
|
—
|
|
(4)
|
||
Total debt
|
|
$
|
3,537.5
|
|
|
$
|
574.5
|
|
|
(1)
|
As of December 31, 2019, we had a $2.1 billion new vehicle floor plan commitment as part of our credit facility.
|
(2)
|
The amounts available on the credit facilities are limited based on borrowing base calculations and fluctuates monthly.
|
(3)
|
Available credit is based on the borrowing base amount effective as of November 30, 2018. This amount is reduced by $16.8 million for outstanding letters of credit.
|
(4)
|
Debt issuance costs are presented on the balance sheet as a reduction from the carrying amount of the related debt liability. See Note 6 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
|
Debt Covenant Ratio
|
|
Requirement
|
|
As of December 31, 2019
|
Current ratio
|
|
Not less than 1.10 to 1
|
|
1.31 to 1
|
Fixed charge coverage ratio
|
|
Not less than 1.20 to 1
|
|
2.88 to 1
|
Leverage ratio
|
|
Not more than 5.75 to 1
|
|
2.62 to 1
|
|
|
Payments Due By Period
|
||||||||||||||||||
Contractual Obligation
|
|
Total
|
|
2020
|
|
2021 and 2022
|
|
2023 and 2024
|
|
2025 and beyond
|
||||||||||
Floor plan notes payable: non-trade(1)
|
|
$
|
1,642.4
|
|
|
$
|
1,642.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Floor plan notes payable(1)
|
|
425.2
|
|
|
425.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Used and service loaner vehicle inventory financing commitments(1)
|
|
149.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149.0
|
|
|||||
Revolving lines of credit(1)(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate mortgages, including interest(3)
|
|
745.4
|
|
|
63.2
|
|
|
152.0
|
|
|
165.9
|
|
|
364.3
|
|
|||||
5.250% Senior Notes Due 2025, including interest (3)
|
|
394.6
|
|
|
15.8
|
|
|
31.5
|
|
|
31.5
|
|
|
315.8
|
|
|||||
4.625% Senior Notes Due 2027, including interest (3)
|
|
549.1
|
|
|
19.6
|
|
|
37.0
|
|
|
37.0
|
|
|
455.5
|
|
|||||
Other debt, including finance lease liabilities and interest
|
|
761.3
|
|
|
3.6
|
|
|
7.4
|
|
|
6.8
|
|
|
743.5
|
|
|||||
Charge-backs on various contracts
|
|
57.0
|
|
|
31.2
|
|
|
23.2
|
|
|
2.6
|
|
|
—
|
|
|||||
Operating leases(2)
|
|
414.6
|
|
|
40.5
|
|
|
73.8
|
|
|
65.3
|
|
|
235.0
|
|
|||||
Self-insurance programs
|
|
34.4
|
|
|
15.1
|
|
|
11.7
|
|
|
4.1
|
|
|
3.5
|
|
|||||
|
|
$
|
5,173.0
|
|
|
$
|
2,256.6
|
|
|
$
|
336.6
|
|
|
$
|
313.2
|
|
|
$
|
2,266.6
|
|
(1)
|
Amounts for new vehicle floor plan commitment, floor plan notes payable, the used and service loaner vehicle inventory financing commitments and the revolving lines of credit do not include estimated interest payments. See Note 1 and Note 6 of Notes to Consolidated Financial Statements.
|
(2)
|
Amounts for operating lease commitments do not include sublease income, and certain operating expenses such as maintenance, insurance and real estate taxes. See Note 7 of Notes to Consolidated Financial Statements.
|
(3)
|
Balances exclude net impact of debt issuance costs. See Note 6 of Notes to Consolidated Financial Statements.
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
|
Weighted average exercise price of outstanding options, warrants and rights (b)
|
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) (2)
|
||
Equity compensation plans approved by shareholders
|
|
496,682
|
|
|
$—
|
(1)
|
|
2,627,165
|
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
496,682
|
|
|
$—
|
|
|
2,627,165
|
|
(1)
|
There is no exercise price associated with our restricted stock units.
|
(2)
|
Includes 1,100,660 shares available pursuant to our 2013 Amended and Restated Stock Incentive Plan and 1,526,505 shares available pursuant to our Employee Stock Purchase Plan.
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of December 31, 2019 and 2018
|
|
Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017
|
|
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2019, 2018 and 2017
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
|
|
Notes to Consolidated Financial Statements
|
|
Selected Quarterly Financial Information (Unaudited)
|
Exhibit
|
Description
|
|
|
Restated Articles of Incorporation of Lithia Motors, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed July 26, 2019).
|
|
|
|
Second Amended and Restated Bylaws of Lithia Motors, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed April 25, 2019).
|
|
|
|
Indenture, dated as of July 24, 2017, among Lithia Motors, Inc., the Guarantors and the Trustee (incorporated by reference to exhibit 4.1 to Form 8-K dated July 24, 2017 and filed with the Securities and Exchange Commission on July 24, 2017).
|
|
|
|
Form of 5.250% Senior Notes due 2025 (included as part of Exhibit 4.1)(incorporated by reference to exhibit 4.1 to Form 8-K dated July 24, 2017 and filed with the Securities and Exchange Commission on July 24, 2017).
|
|
|
|
Indenture, dated as of December 9, 2019, among Lithia Motors, Inc., the Guarantors and the Trustee (incorporated by reference to exhibit 4.1 to Form 8-K dated December 9, 2019 and filed with the Securities and Exchange Commission on December 13, 2019).
|
|
|
|
Form of 4.625% Senior Notes due 2027 (included as part of Exhibit 4.1)(incorporated by reference to exhibit 4.1 to Form 8-K dated December 9, 2019 and filed with the Securities and Exchange Commission on December 13, 2019).
|
|
|
|
Description of the Registrant’s Securities under Section 12 of the Exchange Act of 1934
|
|
|
|
10.1*
|
Amended and Restated 2009 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Form 8-K dated April 25, 2019 and filed with the Securities and Exchange Commission on April 25, 2019)
|
|
|
10.2*
|
Lithia Motors, Inc. 2013 Amended and Restated Stock Incentive Plan (incorporated by reference to exhibit 10.1 to the Company’s Form 8-K filed May 2, 2013)
|
|
|
RSU Deferral Plan (incorporated by reference to exhibit 10.3.1 to the Company’s Form 10-K for the year ended December 31, 2011)
|
|
|
|
Exhibit
|
Description
|
|
|
Amendment to RSU Deferral Plan (incorporated by reference to exhibit 10.2.2 to the Company’s Form 10-K for the year ended December 31, 2014)
|
|
|
|
Restricted Stock Unit (RSU) Deferral Election Form (incorporated by reference to exhibit 10.2.3 to the Company’s Form 10-K for the year ended December 31, 2014)
|
|
|
|
10.3*
|
Form of Restricted Stock Unit Agreement (2017 Performance- and Time-Vesting) (for Senior Executives) (incorporated by reference to exhibit 10.3.1 to the Company’s Form 10-K for the year ended December 31, 2016)
|
|
|
Form of Restricted Stock Unit Agreement (2018 Performance- and Time-Vesting) (for Senior Executives) (incorporated by reference to exhibit 10.3.2 to the Company’s Form 10-K for the year ended December 31, 2017)
|
|
|
|
Form of Restricted Stock Unit Agreement (2019 Performance- and Time-Vesting) (for Senior Executives)(incorporated by reference to exhibit 10.3.3 to the Company’s Form 10-K for the year ended December 31, 2018)
|
|
|
|
Form of Restricted Stock Unit Agreement (2020 Performance- and Time-Vesting) (for Senior Executives)
|
|
|
|
Form of Restricted Stock Unit Agreement (Time-Vesting)
|
|
|
|
10.4*
|
Lithia Motors, Inc. 2013 Discretionary Support Services Variable Performance Compensation Plan (incorporated by reference to exhibit 10.2 to the Company’s Form 8-K filed May 2, 2013)
|
|
|
10.5*
|
Form of Outside Director Nonqualified Deferred Compensation Agreement (incorporated by reference to exhibit 10.20 to the Company’s Form 10-K for the year ended December 31, 2005)
|
|
|
Third Amended and Restated Loan Agreement, dated December 9, 2019, among Lithia Motors, Inc., the subsidiaries of Lithia Motors, Inc. listed on the signature pages of the agreement or that thereafter become borrowers thereunder, the lenders party thereto from time to time, and U.S. Bank National Association (incorporated by reference to exhibit 10.1 to the Company’s Form 8-K filed December 13, 2019)
|
|
|
|
10.7*
|
Amended and Restated Split-Dollar Agreement (incorporated by reference to exhibit 10.17 to the Company’s Form 10-K for the year ended December 31, 2012)
|
|
|
10.8*
|
Form of Indemnity Agreement for each Named Executive Officer (incorporated by reference to exhibit 10.1 to the Company’s Form 8-K filed May 29, 2009)
|
|
|
10.9*
|
Form of Indemnity Agreement for each non-management Director (incorporated by reference to exhibit 10.2 to the Company’s Form 8-K filed May 29, 2009)
|
|
|
Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan (incorporated by reference to exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2016)
|
|
|
|
Form of Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan – Notice of Discretionary Contribution Award for Sidney DeBoer (incorporated by reference to exhibit 10.22.1 to the Company’s Form 10-K for the year ended December 31, 2010)
|
|
|
|
Form of Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan – Notice of Discretionary Contribution Award (incorporated by reference to exhibit 10.22.2 to the Company’s Form 10-K for the year ended December 31, 2010)
|
|
|
|
Amendment to Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan (Executive Management Non-Qualified Deferred Compensation and Supplemental Executive Retirement Plan)
|
|
|
|
Transition Agreement dated September 14, 2015 between Lithia Motors, Inc. and Sidney B. DeBoer (incorporated by reference to exhibit 10.1 to the Company’s Form 8-K filed September 17, 2015)
|
|
|
|
Amendment to Transition Agreement dated January 22, 2019 between Lithia Motors, Inc. and Sidney B. DeBoer (incorporated by reference to exhibit 10.1 to the Company’s Form 8-K filed January 25, 2019)
|
|
|
|
Class B Conversion Agreement dated January 22, 2019 between Lithia Motors, Inc. and Sidney B. DeBoer (incorporated by reference to exhibit 10.2 to the Company’s Form 8-K filed January 25, 2019)
|
|
|
|
Director Service Agreement effective January 1, 2016 between Lithia Motors, Inc. and Sidney B. DeBoer (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed September 17, 2015)
|
|
|
|
Form of Employment and Change in Control Agreement dated February 4, 2016 between Lithia Motors, Inc. and Bryan DeBoer (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed February 5, 2016)(1)
|
|
|
|
Subsidiaries of Lithia Motors, Inc.
|
|
|
|
(1)
|
Substantially similar agreements exist between Lithia Motors, Inc. and each of Mark DeBoer, Tom Dobry, Scott Hillier, George Hines, Christopher S. Holzshu, Edward Impert, George Liang, Tina Miller, Bryan Osterhout, Eric Pitt, Jodi Rasor, and David Stork. The “Cash Change in Control Benefits” under the agreements with Mark DeBoer, Edward Impert, Eric Pitt, Jodi Rasor, and David Stork provide for 12 months of base salary rather than 24 months.
|
Date: February 21, 2020
|
LITHIA MOTORS, INC.
|
|
|
|
By /s/ Bryan B. DeBoer
|
|
Bryan B. DeBoer
|
|
Director, President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Bryan B. DeBoer
|
|
Director, President and Chief Executive Officer.
(Principal Executive Officer)
|
Bryan B. DeBoer
|
|
|
|
|
|
/s/ Tina Miller
|
|
Senior Vice President and Chief Financial Officer
(Principal Accounting Officer)
|
Tina Miller
|
|
|
|
|
|
/s/ Sidney B. DeBoer
|
|
Chairman of the Board
|
Sidney B. DeBoer
|
|
|
|
|
|
/s/ Shauna McIntyre
|
|
Director
|
Shauna McIntyre
|
|
|
|
|
|
/s/ Susan O. Cain
|
|
Director
|
Susan O. Cain
|
|
|
|
|
|
/s/ Louis P. Miramontes
|
|
Director
|
Louis P. Miramontes
|
|
|
|
|
|
/s/ Kenneth E. Roberts
|
|
Director
|
Kenneth E. Roberts
|
|
|
|
|
|
/s/ David J. Robino
|
|
Director
|
David J. Robino
|
|
|
LITHIA MOTORS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (In millions) |
|||||||
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
84.0
|
|
|
$
|
31.6
|
|
Accounts receivable, net of allowance for doubtful accounts of $7.3 and $7.2
|
505.0
|
|
|
529.4
|
|
||
Inventories, net
|
2,433.7
|
|
|
2,365.3
|
|
||
Other current assets
|
47.8
|
|
|
65.1
|
|
||
Total Current Assets
|
3,070.5
|
|
|
2,991.4
|
|
||
|
|
|
|
||||
Property and equipment, net of accumulated depreciation of $284.3 and $240.5
|
1,611.7
|
|
|
1,448.0
|
|
||
Operating lease right-of-use assets
|
251.9
|
|
|
—
|
|
||
Goodwill
|
454.6
|
|
|
434.9
|
|
||
Franchise value
|
306.7
|
|
|
288.7
|
|
||
Other non-current assets
|
388.5
|
|
|
221.0
|
|
||
Total Assets
|
$
|
6,083.9
|
|
|
$
|
5,384.0
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Floor plan notes payable
|
$
|
425.2
|
|
|
$
|
324.4
|
|
Floor plan notes payable: non-trade
|
1,642.4
|
|
|
1,733.3
|
|
||
Current maturities of long-term debt
|
39.3
|
|
|
25.9
|
|
||
Trade payables
|
125.3
|
|
|
126.3
|
|
||
Accrued liabilities
|
336.9
|
|
|
283.6
|
|
||
Total Current Liabilities
|
2,569.1
|
|
|
2,493.5
|
|
||
|
|
|
|
||||
Long-term debt, less current maturities
|
1,430.6
|
|
|
1,358.2
|
|
||
Deferred revenue
|
137.9
|
|
|
121.7
|
|
||
Deferred income taxes
|
131.1
|
|
|
91.2
|
|
||
Non-current operating lease liabilities
|
238.5
|
|
|
—
|
|
||
Other long-term liabilities
|
109.0
|
|
|
122.2
|
|
||
Total Liabilities
|
4,616.2
|
|
|
4,186.8
|
|
||
|
|
|
|
||||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock - no par value; authorized 15.0 shares; none outstanding
|
—
|
|
|
—
|
|
||
Class A common stock - no par value; authorized 100.0 shares; issued and outstanding 22.6 and 22.0
|
20.5
|
|
|
—
|
|
||
Class B common stock - no par value; authorized 25.0 shares; issued and outstanding 0.6 and 1.0
|
0.1
|
|
|
0.1
|
|
||
Additional paid-in capital
|
46.0
|
|
|
35.0
|
|
||
Accumulated other comprehensive loss
|
(0.7
|
)
|
|
—
|
|
||
Retained earnings
|
1,401.8
|
|
|
1,162.1
|
|
||
Total Stockholders’ Equity
|
1,467.7
|
|
|
1,197.2
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
6,083.9
|
|
|
$
|
5,384.0
|
|
LITHIA MOTORS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations (In millions, except per share amounts) |
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
New vehicle
|
$
|
6,799.1
|
|
|
$
|
6,602.8
|
|
|
$
|
5,763.6
|
|
Used vehicle retail
|
3,527.2
|
|
|
3,079.0
|
|
|
2,544.4
|
|
|||
Used vehicle wholesale
|
301.2
|
|
|
331.3
|
|
|
277.8
|
|
|||
Finance and insurance
|
518.6
|
|
|
454.8
|
|
|
385.9
|
|
|||
Service, body and parts
|
1,325.1
|
|
|
1,222.3
|
|
|
1,015.8
|
|
|||
Fleet and other
|
201.5
|
|
|
131.2
|
|
|
99.0
|
|
|||
Total revenues
|
12,672.7
|
|
|
11,821.4
|
|
|
10,086.5
|
|
|||
Cost of sales:
|
|
|
|
|
|
||||||
New vehicle
|
6,413.5
|
|
|
6,217.7
|
|
|
5,423.8
|
|
|||
Used vehicle retail
|
3,159.6
|
|
|
2,756.1
|
|
|
2,257.6
|
|
|||
Used vehicle wholesale
|
297.5
|
|
|
325.8
|
|
|
273.0
|
|
|||
Service, body and parts
|
657.5
|
|
|
621.6
|
|
|
522.7
|
|
|||
Fleet and other
|
190.8
|
|
|
123.2
|
|
|
93.3
|
|
|||
Total cost of sales
|
10,718.9
|
|
|
10,044.4
|
|
|
8,570.4
|
|
|||
Gross profit
|
1,953.8
|
|
|
1,777.0
|
|
|
1,516.1
|
|
|||
Asset impairments
|
2.6
|
|
|
1.3
|
|
|
—
|
|
|||
Selling, general and administrative
|
1,373.8
|
|
|
1,253.3
|
|
|
1,049.4
|
|
|||
Depreciation and amortization
|
82.4
|
|
|
75.4
|
|
|
57.7
|
|
|||
Operating income
|
495.0
|
|
|
447.0
|
|
|
409.0
|
|
|||
Floor plan interest expense
|
(72.8
|
)
|
|
(62.3
|
)
|
|
(39.3
|
)
|
|||
Other interest expense
|
(60.6
|
)
|
|
(56.0
|
)
|
|
(34.8
|
)
|
|||
Other income, net
|
13.8
|
|
|
8.8
|
|
|
12.2
|
|
|||
Income before income taxes
|
375.4
|
|
|
337.5
|
|
|
347.1
|
|
|||
Income tax provision
|
(103.9
|
)
|
|
(71.8
|
)
|
|
(101.9
|
)
|
|||
Net income
|
$
|
271.5
|
|
|
$
|
265.7
|
|
|
$
|
245.2
|
|
|
|
|
|
|
|
||||||
Basic net income per share
|
$
|
11.70
|
|
|
$
|
10.91
|
|
|
$
|
9.78
|
|
|
|
|
|
|
|
||||||
Shares used in basic per share calculations
|
23.2
|
|
|
24.4
|
|
|
25.1
|
|
|||
|
|
|
|
|
|
||||||
Diluted net income per share
|
$
|
11.60
|
|
|
$
|
10.86
|
|
|
$
|
9.75
|
|
|
|
|
|
|
|
||||||
Shares used in diluted per share calculations
|
23.4
|
|
|
24.5
|
|
|
25.1
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends paid per Class A and Class B share
|
$
|
1.19
|
|
|
$
|
1.14
|
|
|
$
|
1.06
|
|
LITHIA MOTORS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (In millions) |
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
271.5
|
|
|
$
|
265.7
|
|
|
$
|
245.2
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
||||||
Loss on cash flow hedges, net of tax benefit of $0.3, $0 and $0
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
$
|
270.8
|
|
|
$
|
265.7
|
|
|
$
|
245.2
|
|
LITHIA MOTORS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders’ Equity (In millions) |
|||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Earnings
|
|
Total Stockholders’ Equity
|
||||||||||||||||||||
|
Class A
|
|
Class B
|
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at December 31, 2016
|
23.3
|
|
|
$
|
165.6
|
|
|
1.8
|
|
|
$
|
0.2
|
|
|
$
|
41.2
|
|
|
$
|
—
|
|
|
$
|
703.8
|
|
|
$
|
910.8
|
|
Adjustment to adopt ASU 718
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245.2
|
|
|
245.2
|
|
||||||
Issuance of stock in connection with employee stock plans
|
0.1
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
||||||
Issuance of restricted stock to employees
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of Class A common stock
|
(0.4
|
)
|
|
(33.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.8
|
)
|
||||||
Class B common stock converted to Class A common stock
|
0.8
|
|
|
0.1
|
|
|
(0.8
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Compensation for stock and stock option issuances and excess tax benefits from option exercises
|
—
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
11.3
|
|
||||||
Option premiums paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.4
|
)
|
|
—
|
|
|
—
|
|
|
(33.4
|
)
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.5
|
)
|
|
(26.5
|
)
|
||||||
Issuance of stock in connection with acquisitions
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
||||||
Balance at December 31, 2017
|
23.9
|
|
|
149.1
|
|
|
1.0
|
|
|
0.1
|
|
|
11.3
|
|
|
—
|
|
|
922.7
|
|
|
1,083.2
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
265.7
|
|
|
265.7
|
|
||||||
Issuance of stock in connection with employee stock plans
|
0.1
|
|
|
10.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.1
|
|
||||||
Issuance of restricted stock to employees
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of Class A common stock
|
(2.1
|
)
|
|
(168.5
|
)
|
|
—
|
|
|
—
|
|
|
19.6
|
|
|
—
|
|
|
—
|
|
|
(148.9
|
)
|
||||||
Compensation for stock and stock option issuances and excess tax benefits from option exercises
|
—
|
|
|
9.3
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
—
|
|
|
13.4
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.7
|
)
|
|
(27.7
|
)
|
||||||
Adjustment to adopt ASC 606
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
1.4
|
|
||||||
Balance at December 31, 2018
|
22.0
|
|
|
—
|
|
|
1.0
|
|
|
0.1
|
|
|
35.0
|
|
|
—
|
|
|
1,162.1
|
|
|
1,197.2
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
271.5
|
|
|
271.5
|
|
||||||
Loss on cash flow hedges, net of tax benefit of $0.3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
||||||
Issuance of stock in connection with employee stock plans
|
0.1
|
|
|
11.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.0
|
|
||||||
Issuance of restricted stock to employees
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of Class A common stock
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
||||||
Class B common stock converted to Class A common stock
|
0.4
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Compensation for stock and stock option issuances and excess tax benefits from option exercises
|
—
|
|
|
12.7
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
16.2
|
|
||||||
Option premiums received (paid)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|
(5.1
|
)
|
|
2.4
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.6
|
)
|
|
(27.6
|
)
|
||||||
Adjustment to adopt ASC 842
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
||||||
Balance at December 31, 2019
|
22.6
|
|
|
$
|
20.5
|
|
|
0.6
|
|
|
$
|
0.1
|
|
|
$
|
46.0
|
|
|
$
|
(0.7
|
)
|
|
$
|
1,401.8
|
|
|
$
|
1,467.7
|
|
LITHIA MOTORS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (In millions) |
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
271.5
|
|
|
$
|
265.7
|
|
|
$
|
245.2
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Asset impairments
|
2.6
|
|
|
1.3
|
|
|
—
|
|
|||
Depreciation and amortization
|
82.4
|
|
|
75.4
|
|
|
57.7
|
|
|||
Stock-based compensation
|
16.2
|
|
|
13.3
|
|
|
11.3
|
|
|||
(Gain) loss on disposal of other assets
|
(0.1
|
)
|
|
0.2
|
|
|
(0.4
|
)
|
|||
Gain from disposal activities
|
(9.7
|
)
|
|
(15.1
|
)
|
|
(5.1
|
)
|
|||
Deferred income taxes
|
40.1
|
|
|
33.0
|
|
|
(2.8
|
)
|
|||
(Increase) decrease (net of acquisitions and dispositions):
|
|
|
|
|
|
||||||
Trade receivables, net
|
24.4
|
|
|
4.7
|
|
|
(57.4
|
)
|
|||
Inventories
|
(19.7
|
)
|
|
(108.9
|
)
|
|
(193.1
|
)
|
|||
Other assets
|
12.0
|
|
|
(16.0
|
)
|
|
(3.1
|
)
|
|||
Increase (decrease) (net of acquisitions and dispositions):
|
|
|
|
|
|
||||||
Floor plan notes payable
|
100.7
|
|
|
196.9
|
|
|
20.3
|
|
|||
Trade payables
|
(1.8
|
)
|
|
15.1
|
|
|
20.0
|
|
|||
Accrued liabilities
|
(38.0
|
)
|
|
28.9
|
|
|
37.2
|
|
|||
Other long-term liabilities and deferred revenue
|
18.9
|
|
|
25.2
|
|
|
19.1
|
|
|||
Net cash provided by operating activities
|
499.5
|
|
|
519.7
|
|
|
148.9
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Notes receivable issued
|
12.5
|
|
|
—
|
|
|
—
|
|
|||
Capital expenditures
|
(124.9
|
)
|
|
(158.0
|
)
|
|
(105.4
|
)
|
|||
Proceeds from sales of assets
|
1.5
|
|
|
3.1
|
|
|
15.3
|
|
|||
Cash paid for other investments
|
(7.2
|
)
|
|
(62.7
|
)
|
|
(8.6
|
)
|
|||
Cash paid for acquisitions, net of cash acquired
|
(366.6
|
)
|
|
(373.8
|
)
|
|
(460.4
|
)
|
|||
Proceeds from sales of stores
|
46.7
|
|
|
34.3
|
|
|
20.9
|
|
|||
Net cash used in investing activities
|
(438.0
|
)
|
|
(557.1
|
)
|
|
(538.2
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
(Repayments) borrowings on floor plan notes payable: non-trade, net
|
(54.6
|
)
|
|
(21.9
|
)
|
|
241.5
|
|
|||
Borrowings on lines of credit
|
3,167.0
|
|
|
2,691.4
|
|
|
1,754.5
|
|
|||
Repayments on lines of credit
|
(3,481.6
|
)
|
|
(2,499.6
|
)
|
|
(1,836.2
|
)
|
|||
Principal payments on long-term debt, scheduled
|
(26.0
|
)
|
|
(26.5
|
)
|
|
(18.2
|
)
|
|||
Principal payments on long-term debt and finance lease liabilities, other
|
(11.0
|
)
|
|
(26.1
|
)
|
|
(50.3
|
)
|
|||
Proceeds from issuance of long-term debt
|
420.3
|
|
|
62.1
|
|
|
395.9
|
|
|||
Payment of debt issuance costs
|
(5.8
|
)
|
|
(0.4
|
)
|
|
(4.7
|
)
|
|||
Proceeds from issuance of common stock
|
11.0
|
|
|
10.1
|
|
|
7.5
|
|
|||
Repurchase of common stock
|
(3.2
|
)
|
|
(148.9
|
)
|
|
(33.8
|
)
|
|||
Dividends paid
|
(27.6
|
)
|
|
(27.7
|
)
|
|
(26.5
|
)
|
|||
Payments of contingent consideration related to acquisitions
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|||
Other financing activity
|
2.4
|
|
|
—
|
|
|
(33.4
|
)
|
|||
Net cash (used in) provided by financing activities
|
(9.1
|
)
|
|
11.7
|
|
|
396.3
|
|
|||
(Increase) decrease in cash and cash equivalents
|
52.4
|
|
|
(25.7
|
)
|
|
7.0
|
|
|||
Cash and cash equivalents at beginning of year
|
31.6
|
|
|
57.3
|
|
|
50.3
|
|
|||
Cash and cash equivalents at end of year
|
$
|
84.0
|
|
|
$
|
31.6
|
|
|
$
|
57.3
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
$
|
135.8
|
|
|
$
|
117.1
|
|
|
$
|
68.9
|
|
Cash paid during the period for income taxes, net
|
38.4
|
|
|
32.9
|
|
|
127.3
|
|
|||
Floor plan debt paid in connection with store disposals
|
18.6
|
|
|
33.1
|
|
|
3.7
|
|
|||
|
|
|
|
|
|
||||||
Supplemental schedule of non-cash activities:
|
|
|
|
|
|
||||||
Debt issued in connection with acquisitions
|
$
|
26.4
|
|
|
$
|
125.1
|
|
|
$
|
1.8
|
|
Debt assumed in connection with acquisitions
|
—
|
|
|
10.8
|
|
|
84.3
|
|
|||
Issuance of Class A common stock in connection with acquisition
|
—
|
|
|
—
|
|
|
2.1
|
|
|||
ROU assets obtained in exchange for lease liabilities1
|
260.3
|
|
|
—
|
|
|
—
|
|
•
|
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 within five to 10 days of selling a vehicle.
|
•
|
Trade receivables are comprised of amounts due from customers, 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.
|
Buildings and improvements
|
5 to 40 years
|
Service equipment
|
5 to 15 years
|
Furniture, office equipment, signs and fixtures
|
3 to 10 years
|
•
|
certain of our Franchise Agreements continue indefinitely by their terms;
|
•
|
certain of our Franchise Agreements have limited terms, but are routinely renewed without substantial cost to us;
|
•
|
other than franchise terminations related to the unprecedented reorganizations of Chrysler and General Motors, and allowed by bankruptcy law, we are not aware of manufacturers terminating Franchise Agreements against the wishes of the franchise owners in the ordinary course of business. A manufacturer may pressure a franchise owner to sell a franchise when the owner is in breach of the franchise agreement over an extended period of time;
|
•
|
state dealership franchise laws typically limit the rights of the manufacturer to terminate or not renew a franchise;
|
•
|
we are not aware of any legislation or other factors that would materially change the retail automotive franchise system; and
|
•
|
as evidenced by our acquisition and disposition history, there is an active market for most automotive dealership franchises within the United States. We attribute value to the Franchise Agreements acquired with the dealerships we purchase based on the understanding and industry practice that the Franchise Agreements will be renewed indefinitely by the manufacturer.
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
Advertising expense, gross
|
|
$
|
139.8
|
|
|
$
|
134.2
|
|
|
$
|
116.1
|
|
Manufacturer cooperative advertising credits
|
|
(27.9
|
)
|
|
(25.5
|
)
|
|
(22.8
|
)
|
|||
Advertising expense, net
|
|
$
|
111.9
|
|
|
$
|
108.7
|
|
|
$
|
93.3
|
|
December 31,
|
|
2019
|
|
2018
|
||||
Contracts in transit
|
|
$
|
269.7
|
|
|
$
|
294.0
|
|
Trade receivables
|
|
52.8
|
|
|
54.3
|
|
||
Vehicle receivables
|
|
50.9
|
|
|
51.6
|
|
||
Manufacturer receivables
|
|
112.4
|
|
|
105.5
|
|
||
Auto loan receivables
|
|
62.2
|
|
|
61.5
|
|
||
Other receivables
|
|
19.4
|
|
|
6.8
|
|
||
|
|
567.4
|
|
|
573.7
|
|
||
Less: Allowance for doubtful accounts
|
|
(7.3
|
)
|
|
(7.2
|
)
|
||
Less: Long-term portion of accounts receivable, net
|
|
(55.1
|
)
|
|
(37.1
|
)
|
||
Total accounts receivable, net
|
|
$
|
505.0
|
|
|
$
|
529.4
|
|
December 31,
|
|
2019
|
|
2018
|
||||
New vehicles
|
|
$
|
1,704.1
|
|
|
$
|
1,700.1
|
|
Used vehicles
|
|
638.1
|
|
|
576.8
|
|
||
Parts and accessories
|
|
91.5
|
|
|
88.4
|
|
||
Total inventories
|
|
$
|
2,433.7
|
|
|
$
|
2,365.3
|
|
December 31,
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
473.0
|
|
|
$
|
419.7
|
|
Building and improvements
|
|
948.0
|
|
|
821.6
|
|
||
Service equipment
|
|
113.3
|
|
|
106.3
|
|
||
Furniture, office equipment, signs and fixtures
|
|
327.0
|
|
|
283.5
|
|
||
|
|
1,861.3
|
|
|
1,631.1
|
|
||
Less accumulated depreciation
|
|
(284.3
|
)
|
|
(240.5
|
)
|
||
|
|
1,577.0
|
|
|
1,390.6
|
|
||
Construction in progress
|
|
34.7
|
|
|
57.4
|
|
||
|
|
$
|
1,611.7
|
|
|
$
|
1,448.0
|
|
|
|
Domestic
|
|
Import
|
|
Luxury
|
|
Consolidated
|
||||||||
Balance as of December 31, 2017 ¹
|
|
$
|
114.0
|
|
|
$
|
104.3
|
|
|
$
|
38.0
|
|
|
$
|
256.3
|
|
Adjustments to purchase price allocations 2
|
|
51.4
|
|
|
85.8
|
|
|
43.5
|
|
|
180.7
|
|
||||
Reductions through divestitures
|
|
(0.9
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(2.1
|
)
|
||||
Balance as of December 31, 2018 ¹
|
|
164.5
|
|
|
188.9
|
|
|
81.5
|
|
|
434.9
|
|
||||
Adjustments to purchase price allocations 3
|
|
1.6
|
|
|
1.6
|
|
|
1.9
|
|
|
5.1
|
|
||||
Additions through acquisitions 3
|
|
6.2
|
|
|
9.0
|
|
|
2.2
|
|
|
17.4
|
|
||||
Reductions from impairments
|
|
(0.3
|
)
|
|
(1.3
|
)
|
|
(0.1
|
)
|
|
(1.7
|
)
|
||||
Reductions through divestitures
|
|
(0.2
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(1.1
|
)
|
||||
Balance as of December 31, 2019 1
|
|
$
|
171.8
|
|
|
$
|
197.3
|
|
|
$
|
85.5
|
|
|
$
|
454.6
|
|
(1)
|
Net of accumulated impairment losses of $299.3 million recorded during the year ended December 31, 2008.
|
(2)
|
Our purchase price allocation for the 2017 acquisitions of the Baierl Auto Group, the Downtown LA Auto Group, Crater Lake Ford Lincoln, Crater Lake Mazda, Albany CJD Fiat and the 2018 acquisition of Broadway Ford were finalized in 2018. Also, our purchase price allocation for the 2018 acquisition of Prestige Auto Group was preliminary and was allocated to our segments in 2018. As a result, we added $180.7 million of goodwill.
|
(3)
|
Our purchase price allocation for the 2018 acquisitions of the Ray Laks Honda, Ray Laks Acura, Day Auto Group, Prestige Auto Group, and Buhler Ford were finalized in 2019. As a result, we added $22.5 million of goodwill. Our purchase price allocation for the 2019 acquisitions are preliminary and goodwill is not yet allocated to our segments. These amounts are included in other non-current assets until we finalize our purchase accounting. See Note 15.
|
|
|
Franchise Value
|
||
Balance as of December 31, 2017
|
|
$
|
187.0
|
|
Additions through acquisitions
|
|
103.5
|
|
|
Adjustments to purchase price allocations 1
|
|
(1.8
|
)
|
|
Balance as of December 31, 2018
|
|
288.7
|
|
|
Additions through acquisitions 2
|
|
20.9
|
|
|
Adjustments to purchase price allocations 2
|
|
3.5
|
|
|
Reductions through divestitures
|
|
(6.0
|
)
|
|
Reductions from impairments
|
|
(0.4
|
)
|
|
Balance as of December 31, 2019
|
|
$
|
306.7
|
|
(1)
|
Our purchase price allocation for the 2017 acquisitions of the Baierl Auto Group, the Downtown LA Auto Group, Crater Lake Ford Lincoln, Crater Lake Mazda, Albany CJD Fiat and the 2018 acquisition of Broadway Ford were finalized in 2018.Also, our purchase price allocation for the 2018 acquisition of Prestige Auto Group was preliminary and was allocated to our segments in 2018. As a result, we added $103.5 million of franchise value.
|
(2)
|
Our purchase price allocation for the 2018 acquisitions of the Ray Laks Honda, Ray Laks Acura, Day Auto Group, Prestige Auto Group, and Buhler Ford were finalized in 2019. As a result, we added $24.4 million of franchise value. Our purchase price allocation for the 2019 acquisitions are preliminary and franchise value is not yet allocated to our segments. These amounts are included in other non-current assets until we finalize our purchase accounting. See Note 15.
|
December 31,
|
|
2019
|
|
2018
|
||||
Floor plan notes payable: non-trade
|
|
$
|
1,642.4
|
|
|
$
|
1,733.3
|
|
Floor plan notes payable
|
|
425.2
|
|
|
324.4
|
|
||
Total floor plan debt
|
|
$
|
2,067.6
|
|
|
$
|
2,057.7
|
|
|
|
|
|
|
||||
Used and service loaner vehicle inventory financing commitments
|
|
$
|
149.0
|
|
|
$
|
332.0
|
|
Revolving lines of credit
|
|
—
|
|
|
131.6
|
|
||
Real estate mortgages
|
|
597.7
|
|
|
592.3
|
|
||
5.250% Senior notes due 2025
|
|
300.0
|
|
|
300.0
|
|
||
4.625% Senior notes due 2027
|
|
400.0
|
|
|
—
|
|
||
Other debt
|
|
33.6
|
|
|
34.2
|
|
||
Total long-term debt outstanding
|
|
1,480.3
|
|
|
1,390.1
|
|
||
Less: unamortized debt issuance costs
|
|
(10.4
|
)
|
|
(6.0
|
)
|
||
Less: current maturities (net of current debt issuance costs)
|
|
(39.3
|
)
|
|
(25.9
|
)
|
||
Long-term debt
|
|
$
|
1,430.6
|
|
|
$
|
1,358.2
|
|
Debt Covenant Ratio
|
|
Requirement
|
|
As of December 31, 2019
|
Current ratio
|
|
Not less than 1.10 to 1
|
|
1.31 to 1
|
Fixed charge coverage ratio
|
|
Not less than 1.20 to 1
|
|
2.88 to 1
|
Leverage ratio
|
|
Not more than 5.75 to 1
|
|
2.62 to 1
|
Year Ending December 31,
|
|
|
||
2020
|
|
$
|
41.9
|
|
2021
|
|
49.5
|
|
|
2022
|
|
65.8
|
|
|
2023
|
|
60.4
|
|
|
2024
|
|
77.6
|
|
|
Thereafter
|
|
1,036.1
|
|
|
Total principal payments
|
|
$
|
1,331.3
|
|
Year Ending December 31,
|
|
|
||
2020
|
|
$
|
31.2
|
|
2021
|
|
16.3
|
|
|
2022
|
|
6.8
|
|
|
2023
|
|
2.2
|
|
|
2024
|
|
0.5
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
57.0
|
|
Year Ending December 31,
|
|
|
||
2020
|
|
$
|
34.3
|
|
2021
|
|
27.4
|
|
|
2022
|
|
21.9
|
|
|
2023
|
|
18.2
|
|
|
2024
|
|
15.4
|
|
|
Thereafter
|
|
54.8
|
|
|
Total
|
|
$
|
172.0
|
|
|
|
Repurchases Occurring in 2019
|
|
Cumulative Repurchases as of December 31, 2019
|
||||||||||
|
|
Shares
|
|
Average Price
|
|
Shares
|
|
Average Price
|
||||||
Share Repurchase Authorization
|
|
—
|
|
|
$
|
—
|
|
|
3,155,095
|
|
|
$
|
84.43
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
Shares repurchased pursuant to repurchase authorizations
|
|
—
|
|
|
2,112,370
|
|
|
329,000
|
|
|||
Total purchase price (in millions)
|
|
$
|
—
|
|
|
$
|
179.0
|
|
|
$
|
30.5
|
|
Average purchase price per share
|
|
$
|
—
|
|
|
$
|
84.72
|
|
|
$
|
92.79
|
|
Shares repurchased in association with tax withholdings on the vesting of RSUs
|
|
40,356
|
|
|
30,119
|
|
|
32,457
|
|
Quarter declared
|
|
Dividend amount per Class A and Class B share
|
|
Total amount of dividends paid
(in millions)
|
||||
2017
|
|
|
|
|
||||
First quarter
|
|
$
|
0.25
|
|
|
$
|
6.3
|
|
Second quarter
|
|
0.27
|
|
|
6.8
|
|
||
Third quarter
|
|
0.27
|
|
|
6.7
|
|
||
Fourth quarter
|
|
0.27
|
|
|
6.7
|
|
||
2018
|
|
|
|
|
||||
First quarter
|
|
$
|
0.27
|
|
|
$
|
6.7
|
|
Second quarter
|
|
0.29
|
|
|
7.2
|
|
||
Third quarter
|
|
0.29
|
|
|
7.0
|
|
||
Fourth quarter
|
|
0.29
|
|
|
6.8
|
|
||
2019
|
|
|
|
|
||||
First quarter
|
|
$
|
0.29
|
|
|
$
|
6.7
|
|
Second quarter
|
|
0.30
|
|
|
7.0
|
|
||
Third quarter
|
|
0.30
|
|
|
7.0
|
|
||
Fourth quarter
|
|
0.30
|
|
|
6.9
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
Compensation expense
|
|
$
|
0.9
|
|
|
$
|
1.3
|
|
|
$
|
1.1
|
|
Total discretionary contribution
|
|
$
|
0.3
|
|
|
$
|
0.8
|
|
|
$
|
1.7
|
|
Guaranteed annual return
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year Ended December 31,
|
|
2019
|
||
Shares purchased pursuant to 2009 ESPP
|
|
112,138
|
|
|
Weighted average per share price of shares purchased
|
|
$
|
101.03
|
|
Weighted average per share discount from market value for shares purchased
|
|
$
|
17.83
|
|
|
|
|
||
As of December 31,
|
|
2019
|
||
Shares available for purchase pursuant to 2009 ESPP
|
|
1,526,505
|
|
|
RSUs
|
|
Weighted average
grant date fair value
|
|||
Balance, December 31, 2018
|
409,865
|
|
|
$
|
99.72
|
|
Granted
|
288,761
|
|
|
75.73
|
|
|
Vested
|
(117,873
|
)
|
|
92.00
|
|
|
Forfeited
|
(84,071
|
)
|
|
87.53
|
|
|
Balance, December 31, 2019
|
496,682
|
|
|
90.00
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
Per share intrinsic value of non-vested stock granted
|
|
$
|
75.73
|
|
|
$
|
86.84
|
|
|
$
|
99.24
|
|
Weighted average per share discount for compensation expense recognized under the 2009 ESPP
|
|
17.83
|
|
|
13.10
|
|
|
15.20
|
|
|||
Fair value of non-vested stock that vested during the period (in millions)
|
|
92.0
|
|
92.0
|
|
|
69.6
|
|
||||
Stock-based compensation recognized in Consolidated Statements of Operations, as a component of selling, general and administrative expense (in millions)
|
|
16.2
|
|
13.4
|
|
|
11.3
|
|
||||
Tax benefit recognized in Consolidated Statements of Operations (in millions)
|
|
2.7
|
|
3.5
|
|
|
3.5
|
|
||||
Cash received from options exercised and shares purchased under all share-based arrangements (in millions)
|
|
11.3
|
|
10.6
|
|
|
7.8
|
|
||||
Tax deduction realized related to stock options exercised (in millions)
|
|
9.8
|
|
9.0
|
|
|
9.0
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Operating lease liabilities:
|
|
|
|
|
||||
Current portion included in accrued liabilities
|
|
$
|
25.2
|
|
|
$
|
—
|
|
Noncurrent operating lease liabilities
|
|
238.5
|
|
|
—
|
|
||
Total operating lease liabilities
|
|
263.7
|
|
|
—
|
|
||
Finance lease liabilities:
|
|
|
|
|
||||
Current portion included in current maturities of long-term debt
|
|
1.1
|
|
|
2.0
|
|
||
Long-term portion of lease liabilities in long-term debt
|
|
29.5
|
|
|
28.8
|
|
||
Total finance lease liabilities 1
|
|
30.6
|
|
|
30.8
|
|
||
Total lease liabilities
|
|
$
|
294.3
|
|
|
$
|
30.8
|
|
Weighted-average remaining lease term:
|
|
|
|
|
||||
Operating leases
|
|
13 years
|
|
|
|
|||
Finance leases
|
|
13 years
|
|
|
|
|||
Weighted-average discount rate:
|
|
|
|
|
||||
Operating leases
|
|
5.81
|
%
|
|
|
|||
Finance leases
|
|
5.08
|
%
|
|
|
|
|
Year Ended December 31,
|
||
|
|
2019
|
||
Operating lease cost 1
|
|
$
|
48.5
|
|
Variable lease cost 2
|
|
1.4
|
|
|
Sublease income
|
|
(4.6
|
)
|
|
Total lease costs
|
|
$
|
45.3
|
|
|
|
Operating Leases
|
||
Year Ending December 31,
|
|
|
||
2020
|
|
$
|
37.7
|
|
2021
|
|
35.1
|
|
|
2022
|
|
33.1
|
|
|
2023
|
|
28.2
|
|
|
2024
|
|
25.7
|
|
|
Thereafter
|
|
210.3
|
|
|
Total minimum lease payments
|
|
370.1
|
|
|
Less:
|
|
|
||
Present value adjustment
|
|
(106.4
|
)
|
|
Operating lease liabilities
|
|
$
|
263.7
|
|
•
|
Level 1 - quoted prices in active markets for identical securities;
|
•
|
Level 2 - other significant observable inputs, including quoted prices for similar securities, interest rates, prepayment spreads, credit risk; and
|
•
|
Level 3 - significant unobservable inputs, including our own assumptions in determining fair value.
|
Fair Value at December 31, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
||||||
Derivative contract, net
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
December 31,
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
Carrying value
|
|
|
|
|
||||
5.250% Senior Notes due 2025
|
|
$
|
300.0
|
|
|
$
|
300.0
|
|
4.625% Senior Notes due 2027
|
|
400.0
|
|
|
—
|
|
||
Real Estate Mortgages and Other Debt
|
|
466.6
|
|
|
445.8
|
|
||
|
|
$
|
1,166.6
|
|
|
$
|
745.8
|
|
|
|
|
|
|
||||
Fair value
|
|
|
|
|
||||
5.250% Senior Notes due 2025
|
|
$
|
315.0
|
|
|
$
|
278.6
|
|
4.625% Senior Notes due 2027
|
|
412.0
|
|
|
—
|
|
||
Real Estate Mortgages and Other Debt
|
|
468.7
|
|
|
448.7
|
|
||
|
|
$
|
1,195.7
|
|
|
$
|
727.3
|
|
Fair Value at December 31, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Measured on a non-recurring basis:
|
|
|
|
|
|
|
||||||
Goodwill
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
40.0
|
|
|
$
|
30.3
|
|
|
$
|
95.1
|
|
State
|
|
24.0
|
|
|
11.5
|
|
|
16.9
|
|
|||
|
|
64.0
|
|
|
41.8
|
|
|
112.0
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
34.7
|
|
|
20.4
|
|
|
(14.2
|
)
|
|||
State
|
|
5.2
|
|
|
9.6
|
|
|
4.1
|
|
|||
|
|
39.9
|
|
|
30.0
|
|
|
(10.1
|
)
|
|||
Total
|
|
$
|
103.9
|
|
|
$
|
71.8
|
|
|
$
|
101.9
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
Federal tax provision at statutory rate
|
|
$
|
78.8
|
|
|
$
|
70.9
|
|
|
$
|
121.5
|
|
State taxes, net of federal income tax benefit
|
|
23.6
|
|
|
16.1
|
|
|
13.3
|
|
|||
Non-deductible items
|
|
2.6
|
|
|
1.5
|
|
|
1.3
|
|
|||
Permanent differences related to stock compensation
|
|
0.2
|
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|||
Net change in valuation allowance
|
|
(0.5
|
)
|
|
0.5
|
|
|
0.3
|
|
|||
General business credits
|
|
(0.9
|
)
|
|
(1.1
|
)
|
|
(0.9
|
)
|
|||
Deferred remeasurement for change in statutory tax rate
|
|
—
|
|
|
(15.8
|
)
|
|
(32.9
|
)
|
|||
Other
|
|
0.1
|
|
|
(0.2
|
)
|
|
0.1
|
|
|||
Income tax provision
|
|
$
|
103.9
|
|
|
$
|
71.8
|
|
|
$
|
101.9
|
|
December 31,
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Deferred revenue and cancellation reserves
|
|
$
|
48.4
|
|
|
$
|
47.2
|
|
Allowances and accruals, including state tax carryforward amounts
|
|
42.1
|
|
|
40.8
|
|
||
Lease Liability
|
|
69.7
|
|
|
—
|
|
||
Credits and other
|
|
0.3
|
|
|
0.3
|
|
||
Valuation allowance
|
|
(0.6
|
)
|
|
(1.1
|
)
|
||
Total deferred tax assets
|
|
159.9
|
|
|
87.2
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Inventories
|
|
(40.0
|
)
|
|
(42.0
|
)
|
||
Goodwill
|
|
(60.7
|
)
|
|
(48.2
|
)
|
||
Property and equipment, principally due to differences in depreciation
|
|
(113.6
|
)
|
|
(78.0
|
)
|
||
Right of Use Asset
|
|
(66.6
|
)
|
|
—
|
|
||
Prepaid expenses and other
|
|
(10.1
|
)
|
|
(10.2
|
)
|
||
Total deferred tax liabilities
|
|
(291.0
|
)
|
|
(178.4
|
)
|
||
Total
|
|
$
|
(131.1
|
)
|
|
$
|
(91.2
|
)
|
Federal
|
2016 - 2019
|
21 states
|
2015 - 2019
|
•
|
On May 1, 2019, Hamilton Honda in Hamilton Township, New Jersey.
|
•
|
On May 20, 2019, Ford Lincoln of Morgantown in Morgantown, West Virginia.
|
•
|
On July 1, 2019, Jaguar Landrover Mission Viejo in Mission Viejo, California.
|
•
|
On August 19, 2019, Hazleton Honda in Hazle Township, PA.
|
•
|
On October 7, 2019, Chrysler Dodge Jeep Ram Fiat of Morgantown and Subaru of Morgantown in Morgantown, West Virginia.
|
•
|
On November 4, 2019, Wesley Chapel Toyota, Wesley Chapel Honda, and Tampa Honda in Florida.
|
Year Ended December 31,
|
|
2019
|
||
Revenue
|
|
$
|
232.3
|
|
Operating income
|
|
3.1
|
|
•
|
On January 15, 2018, Ray Laks Honda in Orchard Park, New York and Ray Laks Acura in Buffalo, New York.
|
•
|
On February 26, 2018, Day Auto Group, a seven store platform based in Pennsylvania.
|
•
|
On March 1, 2018, Prestige Auto Group, a six store platform based in New Jersey and New York.
|
•
|
On April 2, 2018, Broadway Ford in Idaho Falls, Idaho.
|
•
|
On April 23, 2018, Buhler Ford in Eatontown, New Jersey.
|
Consideration paid for the Year Ended December 31,
|
2019
|
|
2018
|
||||
Cash paid, net of cash acquired
|
$
|
366.6
|
|
|
$
|
373.8
|
|
Debt issued
|
26.4
|
|
|
125.1
|
|
||
|
$
|
393.0
|
|
|
$
|
498.9
|
|
Assets acquired and liabilities assumed for the Year Ended December 31,
|
2019
|
|
2018
|
||||
Trade receivables, net
|
$
|
—
|
|
|
$
|
0.7
|
|
Inventories
|
105.2
|
|
|
180.0
|
|
||
Franchise value
|
—
|
|
|
29.8
|
|
||
Property and equipment
|
124.0
|
|
|
179.7
|
|
||
Other assets
|
193.1
|
|
|
48.6
|
|
||
Floor plan notes payable
|
—
|
|
|
(10.8
|
)
|
||
Other liabilities
|
(29.3
|
)
|
|
(2.3
|
)
|
||
|
393.0
|
|
|
425.7
|
|
||
Goodwill
|
—
|
|
|
73.2
|
|
||
|
$
|
393.0
|
|
|
$
|
498.9
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
||||
Revenue
|
|
$
|
13,193.4
|
|
|
$
|
12,831.9
|
|
Net income
|
|
280.2
|
|
|
275.6
|
|
||
Basic net income per share
|
|
12.07
|
|
|
11.31
|
|
||
Diluted net income per share
|
|
11.98
|
|
|
11.26
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
(in millions, except per share data)
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||||||
Net income from continuing operations applicable to common stockholders
|
|
$
|
264.5
|
|
|
$
|
7.0
|
|
|
$
|
254.8
|
|
|
$
|
10.9
|
|
|
$
|
233.4
|
|
|
$
|
11.8
|
|
Reallocation of distributed net income due to conversion of Class B to Class A common shares outstanding
|
|
0.7
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
||||||
Conversion of Class B common shares into Class A common shares
|
|
6.3
|
|
|
—
|
|
|
9.8
|
|
|
—
|
|
|
10.5
|
|
|
—
|
|
||||||
Net income applicable to common stockholders - diluted
|
|
$
|
271.5
|
|
|
$
|
7.0
|
|
|
$
|
265.7
|
|
|
$
|
10.9
|
|
|
$
|
245.2
|
|
|
$
|
11.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average common shares outstanding – basic
|
|
22.6
|
|
|
0.6
|
|
|
23.4
|
|
|
1.0
|
|
|
23.9
|
|
|
1.2
|
|
||||||
Conversion of Class B common shares into Class A common shares
|
|
0.6
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
||||||
Effect of employee stock purchases and restricted stock units on weighted average common shares
|
|
0.2
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Weighted average common shares outstanding – diluted
|
|
23.4
|
|
|
0.6
|
|
|
24.5
|
|
|
1.0
|
|
|
25.1
|
|
|
1.2
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income per common share - basic
|
|
$
|
11.70
|
|
|
$
|
11.70
|
|
|
$
|
10.91
|
|
|
$
|
10.91
|
|
|
$
|
9.78
|
|
|
$
|
9.78
|
|
Net income per common share - diluted
|
|
$
|
11.60
|
|
|
$
|
11.60
|
|
|
$
|
10.86
|
|
|
$
|
10.86
|
|
|
$
|
9.75
|
|
|
$
|
9.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Antidilutive Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shares issuable pursuant to employee stock purchases not included since they were antidilutive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
4,382.4
|
|
|
$
|
4,215.0
|
|
|
$
|
3,845.8
|
|
Import
|
|
5,267.8
|
|
|
5,038.1
|
|
|
4,432.8
|
|
|||
Luxury
|
|
2,991.9
|
|
|
2,560.3
|
|
|
1,810.1
|
|
|||
|
|
12,642.1
|
|
|
11,813.4
|
|
|
10,088.7
|
|
|||
Corporate and other
|
|
30.6
|
|
|
8.0
|
|
|
(2.2
|
)
|
|||
|
|
$
|
12,672.7
|
|
|
$
|
11,821.4
|
|
|
$
|
10,086.5
|
|
|
|
|
|
|
|
|
||||||
Segment income*:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
123.4
|
|
|
$
|
97.6
|
|
|
$
|
105.2
|
|
Import
|
|
153.9
|
|
|
116.2
|
|
|
117.8
|
|
|||
Luxury
|
|
57.1
|
|
|
43.9
|
|
|
37.0
|
|
|||
|
|
334.4
|
|
|
257.7
|
|
|
260.0
|
|
|||
Corporate and other
|
|
170.2
|
|
|
202.4
|
|
|
167.4
|
|
|||
Depreciation and amortization
|
|
(82.4
|
)
|
|
(75.4
|
)
|
|
(57.7
|
)
|
|||
Other interest expense
|
|
(60.6
|
)
|
|
(56.0
|
)
|
|
(34.8
|
)
|
|||
Other income, net
|
|
13.8
|
|
|
8.8
|
|
|
12.2
|
|
|||
Income before income taxes
|
|
$
|
375.4
|
|
|
$
|
337.5
|
|
|
$
|
347.1
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
Floor plan interest expense:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
53.6
|
|
|
$
|
52.4
|
|
|
$
|
37.2
|
|
Import
|
|
44.1
|
|
|
41.6
|
|
|
29.0
|
|
|||
Luxury
|
|
30.2
|
|
|
25.6
|
|
|
15.8
|
|
|||
|
|
127.9
|
|
|
119.6
|
|
|
82.0
|
|
|||
Corporate and other
|
|
(55.1
|
)
|
|
(57.3
|
)
|
|
(42.7
|
)
|
|||
|
|
$
|
72.8
|
|
|
$
|
62.3
|
|
|
$
|
39.3
|
|
December 31,
|
|
2019
|
|
2018
|
||||
Total assets:
|
|
|
|
|
||||
Domestic
|
|
$
|
1,467.6
|
|
|
$
|
1,488.0
|
|
Import
|
|
1,306.5
|
|
|
1,224.2
|
|
||
Luxury
|
|
945.2
|
|
|
934.6
|
|
||
Corporate and other
|
|
2,364.6
|
|
|
1,737.2
|
|
||
|
|
$
|
6,083.9
|
|
|
$
|
5,384.0
|
|
Impact on Consolidated Balance Sheets
|
|
December 31, 2018
|
|
Adjustments
|
|
January 1, 2019
|
||||||
Operating lease right-of-use assets
|
|
$
|
—
|
|
|
$
|
259.7
|
|
|
$
|
259.7
|
|
Total Assets
|
|
5,384.0
|
|
|
259.7
|
|
|
5,643.7
|
|
|||
Operating lease liabilities:
|
|
|
|
|
|
|
||||||
Accrued liabilities
|
|
283.6
|
|
|
26.6
|
|
|
310.2
|
|
|||
Deferred revenue
|
|
121.7
|
|
|
(1.3
|
)
|
|
120.4
|
|
|||
Noncurrent operating lease liabilities
|
|
—
|
|
|
243.9
|
|
|
243.9
|
|
|||
Other long-term liabilities
|
|
122.2
|
|
|
(10.3
|
)
|
|
111.9
|
|
|||
Total Liabilities
|
|
4,186.8
|
|
|
258.8
|
|
|
4,445.6
|
|
|||
Retained earnings
|
|
1,162.1
|
|
|
0.9
|
|
|
1,163.0
|
|
|||
Total Liabilities and Stockholders’ Equity
|
|
5,384.0
|
|
|
259.7
|
|
|
5,643.7
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|||||||||
Revenue
|
2019
|
$
|
2,849.7
|
|
|
$
|
3,221.7
|
|
|
$
|
3,332.4
|
|
|
$
|
3,269.0
|
|
|
2018
|
2,659.7
|
|
|
3,096.5
|
|
|
3,092.0
|
|
|
2,973.2
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
2019
|
450.7
|
|
|
493.6
|
|
|
510.9
|
|
|
498.6
|
|
||||
|
2018
|
408.1
|
|
|
460.7
|
|
|
466.2
|
|
|
441.9
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
2019
|
108.6
|
|
|
116.9
|
|
|
146.8
|
|
|
122.8
|
|
||||
|
2018
|
93.8
|
|
|
108.6
|
|
|
137.6
|
|
|
107.1
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
2019
|
77.8
|
|
|
85.5
|
|
|
117.4
|
|
|
94.7
|
|
||||
|
2018
|
69.8
|
|
|
80.8
|
|
|
109.0
|
|
|
78.0
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
2019
|
56.4
|
|
|
61.9
|
|
|
85.2
|
|
|
68.0
|
|
||||
|
2018
|
52.1
|
|
|
60.7
|
|
|
93.1
|
|
|
59.9
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic net income per share
|
2019
|
2.43
|
|
|
2.65
|
|
|
3.67
|
|
|
2.92
|
|
||||
|
2018
|
2.08
|
|
|
2.45
|
|
|
3.85
|
|
|
2.55
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income per share
|
2019
|
2.42
|
|
|
2.63
|
|
|
3.64
|
|
|
2.89
|
|
||||
|
2018
|
2.07
|
|
|
2.44
|
|
|
3.84
|
|
|
2.54
|
|
||||
|
|
|
|
|
|
|
|
|
(1)
|
Quarterly data may not add to yearly totals due to rounding.
|
(i)
|
The RSUs are subject to forfeiture based on the Company’s 2020 pro forma earnings per share, calculated as specified in Section 1.2(a)(iii) of this Agreement (the “2020 Pro Forma EPS”). The number of RSUs that will be forfeited is determined according to the highest earnings per share threshold set forth on the table below (each, an “EPS Threshold”) that the 2020 Pro Forma EPS meets or exceeds. The table below specifies the applicable percentage of RSUs that will be retained (the “Earned RSUs”), subject to adjustment as provided in Section 1.2(a)(ii), at the specified EPS Threshold. When the Committee certifies the number of Earned RSUs as provided in Section 1.2(a)(iii), all RSUs that are not Earned RSUs will be forfeited.
|
EPS Threshold
|
Percentage of Earned RSUs
|
$13.90 (highest)
|
150.0%
|
Any amount between $11.90 and $12.60 (inclusive)
|
100.0%
|
$9.60
|
75.0%
|
Any amount between $0.01 and $9.59 (inclusive)
|
50.0%
|
$ 0.00 or negative 2020 Pro Forma EPS (lowest)
|
0.0%
|
Example 1: If the 2020 Pro Forma EPS is $9.75, the percentage of Earned RSUs would be 75.0% plus an additional percentage calculated as follows: (a) 25%, multiplied by a fraction, (i) the numerator of which is the amount by which 2020 Pro Forma EPS exceeds $9.60 and (ii) the denominator of which is $2.30:
25% ($0.15/$2.30) = 1.6%
The resulting percentage of Earned RSUs correlating to an EPS of $9.75 would be 76.6%. If the Award were 1,000 RSUs, the number of Earned RSUs would be 76.6% of 1,000, or 766 RSUs. The number of forfeited RSUs would be 1,000 minus 766, or 234. The Earned RSUs would be subject to the vesting according to the schedule specified in Section 1.2(b) of this Agreement.
|
iv.
|
reserves for real estate leases, Company-owned service contracts (e.g., lifetime oil), and legal matters; and
|
Vesting Date
|
Vesting of
Award
|
January 1, 2022
|
33%
|
January 1, 2023
|
33%
|
January 1, 2024
|
34%
|
Vesting Date
|
Vesting of
Award
|
Vested RSUs
|
January 1, 2022
|
33%
|
[ ]
|
January 1, 2023
|
33%
|
[ ]
|
January 1, 2024
|
34%
|
[ ]
|
NAME OF ENTITY
|
STATE OF ORIGIN
|
ASSUMED BUSINESS NAME(S)
(if different than entity name)
|
797 Valley Street LLC
|
New Jersey
|
|
Baierl Auto Parts, LLC
|
Pennsylvania
|
|
Baierl Automotive Corporation
|
Pennsylvania
|
Baierl Acura
|
Baierl Chevrolet, Inc.
|
Pennsylvania
|
Baierl Chevrolet
Baierl Chevrolet Cadillac
|
Baierl Holding, LLC
|
Pennsylvania
|
|
Cadillac of Portland Lloyd Center, LLC
|
Oregon
|
Cadillac of Portland
|
Camp Automotive, Inc.
|
Washington
|
Camp Chevrolet
Camp Cadillac
|
Carbone Auto Body, LLC
|
New York
|
|
Cranberry Automotive, Inc.
|
Pennsylvania
|
Baierl Toyota
|
Dah Chong Hong CA Trading LLC
|
Delaware
|
|
Dah Chong Hong Trading Corporation
|
New Jersey
|
|
Daron Motors LLC
|
New Jersey
|
DCH Academy Honda
Academy Honda
|
DCH Bloomfield LLC
|
New Jersey
|
DCH Bloomfield BMW
DCH Essex BMW
Essex BMW
BMW of Bloomfield
Parkway BMW
|
DCH (Oxnard) Inc.
|
California
|
DCH Honda of Oxnard
Honda of Oxnard
Supercraft Auto Body & Paint
DCH Used Car Superstore
|
DCH Auto Group (USA) Inc.
|
Delaware
|
|
DCH CA LLC
|
California
|
DCH Acura of Temecula
DCH Acura Temecula
|
DCH Calabasas-A, LLC
|
California
|
Audi Calabasas
|
DCH California Investments LLC
|
California
|
|
DCH California Motors Inc.
|
California
|
DCH Toyota of Oxnard
Toyota of Oxnard
|
DCH Del Norte, Inc.
|
California
|
DCH Lexus of Oxnard
Lexus of Oxnard
|
DCH DMS NJ, LLC
|
New Jersey
|
|
DCH Essex Inc.
|
New Jersey
|
DCH Millburn Audi
|
DCH Financial NJ, LLC
|
New Jersey
|
|
DCH Freehold - V, LLC
|
New Jersey
|
DCH Volkswagen of Freehold
|
LA Motors Holding, LLC
|
California
|
|
LAD Advertising, Inc.
|
Oregon
|
LAD Advertising
LAD Printing
The Print Shop at the Commons
The Print Shop
|
LAD Carson-N, LLC
|
California
|
Carson Nissan
|
LAD Mission Viejo-JLR, Inc.
|
California
|
Jaguar Land Rover Mission Viejo
|
LAD Mobu, Inc.
|
Delaware
|
|
LAD-AU, LLC
|
California
|
Audi Downtown LA
|
LAD-MB, LLC
|
California
|
Mercedes-Benz of Downtown LA
Downtown LA Motors
|
LAD-N, LLC
|
California
|
Nissan of Downtown LA
|
LAD-P, LLC
|
California
|
Porsche of Downtown LA
|
LAD-T, LLC
|
California
|
Toyota of Downtown LA
|
LAD-V, LLC
|
California
|
Volkswagen of Downtown LA
|
LBMP, LLC
|
Oregon
|
BMW Portland
|
LFKF, LLC
|
Oregon
|
Lithia Ford of Klamath Falls
|
LGPAC, Inc.
|
Oregon
|
Lithia’s Grants Pass Auto Center
Xpress Lube
|
Lithia AcDM, Inc.
|
Iowa
|
Acura of Johnston
|
Lithia Aircraft, Inc.
|
Oregon
|
|
Lithia Anchorage-C, LLC
|
Alaska
|
Chevrolet of Wasilla
|
Lithia Anchorage-H, LLC
|
Alaska
|
|
Lithia Armory Garage, LLC
|
Delaware
|
Armory Chrysler Dodge Jeep Ram Fiat of Albany
|
Lithia Auction & Recon, LLC
|
Delaware
|
Auction & Recon
|
Lithia Auto Services, Inc.
|
Oregon
October 10, 1996
|
Lithia Body & Paint
Assured Dealer Services
|
Lithia Automotive, Inc.
|
South Dakota
|
|
Lithia BA Holding, Inc.
|
Delaware
|
|
Lithia Baierl-S, LLC
|
Pennsylvania
|
Baierl Subaru
|
Lithia BNM, Inc. (non‑operating)
|
Oregon
|
|
Lithia Bryan Texas, Inc.
|
Texas
|
Lithia Chrysler Jeep Dodge of Bryan College Station
|
Lithia Buffalo-A, LLC
|
Delaware
|
Ray Laks Acura of Buffalo
|
Lithia CCTF, Inc.
|
Idaho
|
Chevrolet of Twin Falls
|
Lithia CDH, Inc.
|
Montana
|
Lithia Chrysler Jeep Dodge of Helena
|
Lithia CIMR, Inc.
|
California
|
Lithia Chevrolet of Redding
|
Lithia CJDO, Inc.
|
Texas
|
All American Chrysler Jeep Dodge of Odessa
|
Lithia CJDSA, Inc.
|
Texas
|
All American Chrysler Dodge Jeep Fiat of San Angelo
All American Autoplex
|
Lithia CJDSF, Inc.
|
New Mexico
|
Lithia Chrysler Dodge Jeep Fiat of Santa Fe
|
Lithia CM, Inc.
|
Texas
|
All American Chevrolet of Midland
|
Lithia CO, Inc.
|
Texas
|
All American Chevrolet of Odessa
All American Collision
|
Lithia Community Development Company, Inc.
|
Oregon
|
|
Lithia Crater Lake-F, Inc.
|
Delaware
|
Crater Lake Ford Lincoln
|
Lithia Crater Lake-M, Inc.
|
Delaware
|
Crater Lake Mazda
|
Lithia CSA, Inc.
|
Texas
|
All American Chevrolet of San Angelo
|
Lithia DE, Inc.
|
Oregon
|
Lithia Chrysler Dodge Jeep Ram Fiat of Eugene
|
Lithia Des Moines-VW, LLC
|
Iowa
|
Lithia Volkswagen of Des Moines
|
Lithia DM, Inc.
|
Oregon
|
Lithia Chrysler, Jeep, Dodge
Lithia Dodge
Xpress Lube
|
Lithia DMID, Inc.
|
Texas
|
All American Dodge of Midland
All American Chrysler Jeep Dodge of Midland
|
Lithia Dodge of Tri-Cities, Inc.
|
Washington
|
Lithia Dodge of Tri-Cities
Lithia Chrysler Jeep Dodge of Tri-Cities
|
Lithia Eatontown-F, LLC
|
New Jersey
|
DCH Ford of Eatontown
|
Lithia Financial Corporation (previously Lithia Leasing, Inc. and Lithia Credit, Inc.)
|
Oregon
|
Lithia Leasing
|
Lithia FLCC, LLC
|
Texas
|
Access Ford Lincoln of Corpus Christy
|
Lithia FMF, Inc.
|
California
|
Lithia Ford of Fresno
Lithia Ford Lincoln of Fresno
|
Lithia Ford of Boise, Inc.
|
Idaho
|
Lithia Ford Lincoln of Boise
Lithia Ford of Boise
Auto Credit of Idaho
Lithia Body & Paint of Boise
|
Lithia Fresno, Inc.
|
California
|
Lithia Subaru of Fresno
Fresno Mitsubishi
|
Lithia Hamilton-H, LLC
|
New Jersey
|
DCH Hamilton Honda
|
Lithia Hazleton-H, LLC
|
Pennsylvania
|
|
Lithia HDM, Inc.
|
Iowa
|
Honda of Ames
|
Lithia HGF, Inc.
|
Montana
|
Honda of Great Falls
|
Lithia HMID, Inc.
|
Texas
|
Hyundai of Odessa
|
Lithia HPI, Inc. (non‑operating)
|
Oregon
|
|
Lithia Idaho Falls-F, Inc.
|
Delaware
|
Lithia Ford of Idaho Falls
Lithia Body and Paint of Idaho Falls
|
Lithia Imports of Anchorage, Inc.
|
Alaska
|
Lithia Anchorage Auto Body
Lithia-Hyundai of Anchorage
|
Lithia JEF, Inc.
|
California
|
Lithia Hyundai of Fresno
Genesis of Fresno
|
Lithia Klamath, Inc.
|
Oregon
|
Lithia Chrysler Jeep Dodge of Klamath Falls
Lithia Toyota of Klamath Falls
Lithia Klamath Falls Auto Center
Lithia Body and Paint of Klamath Falls
|
Lithia Klamath-T, Inc.
|
Oregon
|
Lithia Toyota of Klamath Falls
|
Lithia LBGGF, Inc.
|
Montana
|
|
Lithia LHGF, Inc.
|
Montana
|
|
Lithia LSGF, Inc.
|
Montana
|
Lithia Subaru of Great Falls
|
Lithia MBDM, Inc.
|
Iowa
|
Mercedes Benz of Des Moines
European Motorcars Des Moines
|
Lithia McMurray-C, LLC
|
Pennsylvania
|
|
Lithia of Corpus Christi, Inc.
|
Texas
|
Lithia Dodge of Corpus Christi
Lithia Chrysler Jeep Dodge of Corpus Christi
|
Lithia of Des Moines, Inc.
|
Iowa
|
BMW of Des Moines
European Motorcars Des Moines
Lithia Body and Paint of Des Moines
|
Lithia of Eureka, Inc.
|
California
|
Lithia Chrysler Dodge Jeep Ram Fiat of Eureka
|
Lithia of Fairbanks, Inc.
|
Alaska
|
Chevrolet Buick GMC of Fairbanks
|
Lithia of Great Falls, Inc.
|
Montana
|
Lithia Chrysler Jeep Dodge of Great Falls
|
Lithia of Helena, Inc.
|
Montana
|
Chevrolet of Helena
|
Lithia of Honolulu-A, Inc.
|
Hawaii
|
Acura of Honolulu
|
Lithia of Honolulu-BGMCC, LLC
|
Hawaii
|
Honolulu Cadillac
Honolulu Buick GMC
Honolulu Buick GMC Cadillac
|
Lithia of Honolulu-F, LLC
|
Delaware
|
Honolulu Ford
|
Lithia of Honolulu-V, LLC
|
Hawaii
|
Honolulu Volkswagen
|
Lithia of Killeen, LLC
|
Texas
|
All American Chevrolet of Killeen
|
Lithia of Lodi, Inc.
|
California
|
Lodi Toyota
|
Lithia of Maui-H, LLC
|
Hawaii
|
Island Honda
|
Lithia of Missoula II, LLC
|
Montana
|
Lithia Toyota of Missoula
|
Lithia of Missoula III, Inc.
|
Montana
|
Lithia Ford of Missoula
|
Lithia of Missoula, Inc.
|
Montana
|
Lithia Chrysler Jeep Dodge of Missoula
Lithia Auto Center of Missoula
|
Lithia of Pocatello, Inc.
|
Idaho
|
Lithia Hyundai of Pocatello
Lithia Chrysler Jeep Dodge of Pocatello
Lithia Dodge Trucks of Pocatello
|
Lithia of Portland I, LLC
|
Oregon
|
Lithia Chrysler Dodge Jeep Ram of Portland
|
Lithia of Portland, LLC
|
Oregon
|
Buick GMC of Beaverton
|
Lithia of Robstown, LLC
|
Delaware
|
Chrysler Dodge Jeep Ram of Calallen
|
Lithia of Roseburg, Inc.
|
Oregon
|
Lithia Chrysler Jeep Dodge of Roseburg
Lithia Roseburg Auto Center
|
Lithia of Santa Rosa, Inc.
|
California
|
Lithia Chrysler Dodge Jeep Ram Fiat of Santa Rosa
|
Lithia of Seattle, Inc.
|
Washington
|
BMW Seattle
|
Lithia of South Central AK, Inc.
|
Alaska
|
Chevrolet of South Anchorage
|
Lithia of Spokane II, Inc.
|
Washington
|
Lithia Chrysler Dodge Jeep Ram of Spokane
|
Lithia of Spokane, Inc.
|
Washington
|
|
Lithia of Stockton, Inc.
|
California
|
Nissan of Stockton
Kia of Stockton
|
Lithia of Stockton-V, Inc.
|
California
|
Volkswagen of Stockton
|
Lithia of TF, Inc.
|
Idaho
|
Lithia Chrysler Jeep Dodge of Twin Falls
|
Lithia of Troy, LLC
|
New York
|
Carbone Subaru
|
Lithia of Utica - 1, LLC
|
New York
|
BMW of Utica
|
Lithia of Utica - 2, LLC
|
New York
|
Don’s Ford
|
Lithia of Utica - 3, LLC
|
New York
|
Don’s Subaru
|
Lithia of Utica - 4, LLC
|
Delaware
|
Carbone Buick GMC Cadillac of Utica
Carbone Cadillac of Utica
|
Lithia of Walnut Creek, Inc.
|
California
|
Diablo Subaru of Walnut Creek
|
Lithia of Wasilla, LLC
|
Alaska
|
Lithia Chrysler Jeep Dodge Ram of Wasilla
|
Lithia of Yorkville - 1, LLC
|
New York
|
Carbone Chevrolet Buick Cadillac GMC
Carbone Chevrolet of Utica
|
Lithia of Yorkville - 2, LLC
|
New York
|
Carbone Chrysler Dodge Jeep Ram
|
Lithia of Yorkville - 3, LLC
|
New York
|
Carbone Honda
|
Lithia of Yorkville - 4, LLC
|
New York
|
Carbone Hyundai
|
Lithia of Yorkville - 5, LLC
|
New York
|
Carbone Nissan
|
Lithia Orchard Park-H, LLC
|
Delaware
|
Ray Laks Honda of Orchard Park
Ray Laks Honda
|
Lithia Paramus-M, LLC
|
New Jersey
|
Prestige Mercedes-Benz of Paramus
DCH Prestige Mercedes-Benz of Paramus
Mercedes-Benz of Paramus
|
Lithia Pittsburgh-S, LLC
|
Pennsylvania
|
Subaru of South Hills
|
Lithia Ramsey-B, LLC
|
New Jersey
|
Prestige BMW of Ramsey
DCH Prestige BMW of Ramsey
BMW of Ramsey
|
Lithia Ramsey-L, LLC
|
New Jersey
|
Prestige Lexus of Ramsey
DCH Prestige Lexus of Ramsey
|
Lithia Ramsey-M, LLC
|
New Jersey
|
Prestige MINI of Ramsey
DCH Prestige MINI of Ramsey
MINI of Ramsey
Prestige MINI of Dutchess County
DCH Prestige MINI of Dutchess County
MINI of Wappingers Falls
|
Lithia Ramsey-T, LLC
|
New Jersey
|
Prestige Toyota of Ramsey
DCH Prestige Toyota of Ramsey
|
Lithia Real Estate, Inc.
|
Oregon
|
|
Lithia Reno-CJ, LLC
|
Nevada
|
Lithia Chrysler Jeep of Reno
|
Lithia Reno-VW, LLC
|
Nevada
|
Lithia Volkswagen of Reno
|
Lithia Reno Sub-HYUN, Inc.
|
Nevada
|
Lithia Body & Paint
|
Lithia Rose-FT, Inc.
|
Oregon
|
Lithia Ford Lincoln of Roseburg
Assured Dealer Services of Roseburg
|
Lithia Salmir, Inc.
|
Nevada
|
Lithia Hyundai of Reno
|
Lithia Sea P, Inc.
|
California
|
Porsche Monterey
|
Lithia Seaside, Inc.
|
California
|
BMW of Monterey
|
Lithia SOC, Inc.
|
Oregon
|
Lithia Subaru of Oregon City
|
Lithia Spokane-B, LLC
|
Washington
|
|
Lithia Spokane-S, LLC
|
Washington
|
|
Lithia SSP, LLC
|
Oregon
|
|
Lithia TA, Inc.
|
Texas
|
Lithia Toyota of Abilene
|
Lithia TO, Inc.
|
Texas
|
Lithia Toyota of Odessa
|
Lithia TR, Inc.
|
California
|
Lithia Toyota of Redding
|
Lithia Uniontown-C, LLC
|
Pennsylvania
|
|
Lithia VAuDM, Inc.
|
Iowa
|
Audi Des Moines
|
Lithia VF, Inc.
|
California
|
|
Lithia Wexford-H, LLC
|
Pennsylvania
|
Baierl Honda
|
LLL Sales Co LLC
|
California
|
DCH Gardena Honda
Gardena Honda
Gardena Honda, a DCH Company
All-Savers Auto Sales & Leasing
|
LMBB, LLC
|
Oregon
|
Mercedes-Benz of Beaverton
|
LMBP, LLC
|
Delaware
|
Mercedes-Benz of Portland
Smart Center of Portland
|
LMOP, LLC
|
Oregon
|
MINI of Portland
|
LSTAR, LLC
|
Oregon
|
|
Medford Insurance, LLC
|
Oregon
|
|
Milford DCH, Inc.
|
Massachusetts
|
DCH Toyota of Milford
|
Northland Ford Inc.
|
Pennsylvania
|
Baierl Ford
|
PA Real Estate, LLC
|
Pennsylvania
|
|
PA Support Services, LLC
|
Pennsylvania
|
|
Paramus Collision, LLC
|
New Jersey
|
Prestige Auto Body
Prestige Collision Center
|
Paramus World Motors LLC
|
New Jerse
|
DCH Paramus Honda
Paramus Honda
Crown Leasing
|
Personalized Marketing, LLC
|
Oregon
|
|
RFA Holdings, LLC
|
Oregon
|
|
Sacramento-L, Inc.
|
California
|
|
Salem-B, LLC
|
Oregon
|
BMW of Salem
|
Salem-H, LLC
|
Oregon
|
Honda of Salem
|
Salem-V, LLC
|
Oregon
|
Volkswagen of Salem
|
Sharlene Realty LLC
|
New Jersey
|
DCH Brunswick Toyota
Brunswick Toyota
DCH Collision Center
|
Shift Portland, LLC
|
Oregon
|
|
Southern Cascades Finance Corporation
|
Oregon
|
|
Tampa-H, LLC
|
Florida
|
|
Tustin Motors Inc.
|
California
|
DCH Tustin Acura
Tustin Acura
|
Wesley Chapel-H, LLC
|
Florida
|
|
Wesley Chapel-T, LLC
|
Florida
|
|
Zelienople Real Estate, L.L.C.
|
Pennsylvania
|
|
Zelienople Real Estate I, L.P.
|
Pennsylvania
|
|
1.
|
I have reviewed this annual report on Form 10-K of Lithia Motors, Inc.;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
1.
|
I have reviewed this annual report on Form 10-K of Lithia Motors, Inc.;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|