UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported): October 22, 2014

O'REILLY AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
 
Missouri
000-21318
27-4358837
(State or other jurisdiction
of incorporation or
organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
233 South Patterson
Springfield, Missouri 65802
(Address of principal executive offices, Zip code)
 
(417) 862-6708
(Registrant's telephone number, including area code)
 
(Not Applicable)
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition

On October 22, 2014, O’Reilly Automotive, Inc. issued a press release announcing its 2014 third quarter earnings. The text of the press release is attached hereto as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit Number
Description
99.1
Press Release dated October 22, 2014

The information in this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: October 22, 2014
O’REILLY AUTOMOTIVE, INC.
 
 
 
By: /s/ Thomas McFall
 
Thomas McFall
 
Executive Vice President of Finance and Chief Financial Officer
 
(principal financial and accounting officer)

 




EXHIBIT INDEX

Exhibit Number
Description
99.1
Press Release dated October 22, 2014



























Exhibit 99.1
FOR IMMEDIATE RELEASE

O’REILLY AUTOMOTIVE, INC. REPORTS THIRD QUARTER 2014 RESULTS


Third quarter comparable store sales increase of 6.2%
22% increase in third quarter diluted earnings per share to $2.06

Springfield, MO, October 22, 2014O’Reilly Automotive, Inc. (the “Company” or “O’Reilly”) (Nasdaq: ORLY), a leading retailer in the automotive aftermarket industry, today announced record revenues and earnings for its third quarter ended September 30, 2014.

3rd Quarter Financial Results
Sales for the third quarter ended September 30, 2014, increased $149 million, or 9%, to $1.88 billion from $1.73 billion for the same period one year ago. Gross profit for the third quarter increased to $968 million (or 51.6% of sales) from $879 million (or 50.9% of sales) for the same period one year ago, representing an increase of 10%. Selling, general and administrative expenses (“SG&A”) for the third quarter increased to $624 million (or 33.3% of sales) from $579 million (or 33.5% of sales) for the same period one year ago, representing an increase of 8%. Operating income for the third quarter increased to $344 million (or 18.3% of sales) from $300 million (or 17.4% of sales) for the same period one year ago, representing an increase of 14%.

Net income for the third quarter ended September 30, 2014, increased $31 million, or 16%, to $217 million (or 11.6% of sales) from $186 million (or 10.8% of sales) for the same period one year ago. Diluted earnings per common share for the third quarter increased 22% to $2.06 on 105 million shares versus $1.69 for the same period one year ago on 110 million shares.

Commenting on the Company’s third quarter results, President and CEO, Greg Henslee, stated, “We are very proud to report another very successful quarter. Team O'Reilly's unwavering commitment to providing excellent customer service to every customer who calls or walks into our stores continues to be the key to our ability to grow our market share and generate record breaking results, highlighted by our 6.2% increase in comparable store sales for the third quarter, which exceeded the top end of our quarterly guidance by 120 basis points. Our strong top-line performance and continued robust gross margin results drove a record operating margin of 18.3% and a 22% increase in diluted earnings per share to $2.06 for the quarter, representing our 23rd consecutive quarter of 15% or greater diluted earnings per share growth. I would like to thank each of our over 67,000 Team Members for their continued hard work and dedication to our ongoing success.”

Year-to-Date Financial Results
Sales for the first nine months of 2014 increased $424 million, or 8%, to $5.45 billion from $5.03 billion for the same period one year ago. Gross profit for the first nine months of 2014 increased to $2.80 billion (or 51.3% of sales) from $2.55 billion (or 50.7% of sales) for the same period one year ago, representing an increase of 10%. SG&A for the first nine months of 2014 increased to $1.83 billion (or 33.6% of sales) from $1.70 billion (or 33.8% of sales) for the same period one year ago, representing an increase of 7%. Operating income for the first nine months of 2014 increased to $967 million (or 17.7% of sales) from $848 million (or 16.9% of sales) for the same period one year ago, representing an increase of 14%.




Net income for the first nine months of 2014 increased $79 million, or 15%, to $597 million (or 10.9% of sales) from $518 million (or 10.3% of sales) for the same period one year ago. Diluted earnings per common share for the first nine months of 2014 increased 21% to $5.58 on 107 million shares versus $4.63 for the same period one year ago on 112 million shares.

Mr. Henslee continued, “During the third quarter, we opened 54 net, new stores, which brings our year-to-date store expansion to 145 net, new stores, and we remain on target to open 200 net, new stores in 2014. Included in the third quarter openings was our first store in Pennsylvania, representing expansion into our 43rd state. We remain confident in our ability to profitably grow our brand in both existing and new markets, and we plan to continue our aggressive growth by establishing a target of 205 new store openings in 2015.”

Mr. Henslee added, “In September, we successfully opened our 26th distribution center in Naperville, Illinois. This new, 363,000 square foot, state-of-the-art facility will support our stores in the busy Chicagoland markets and will free up capacity in several of our existing Midwestern distribution centers, better positioning those facilities to support future store growth. As of the date of this release, the Chicago distribution center is already servicing 118 stores and will ramp up to 165 stores by early November. Additionally, the relocation of our Lewiston, Maine, distribution center into a new, larger facility in Devens, Massachusetts, remains on schedule to be completed during the fourth quarter. The ongoing investment in our distribution infrastructure creates capacity for future growth and provides our stores with the critical support necessary to continue to provide unparalleled customer service and industry-leading parts availability.”

Share Repurchase Program
During the third quarter ended September 30, 2014, the Company repurchased 2.5 million shares of its common stock, at an average price per share of $152.42, for a total investment of $387 million. During the first nine months of 2014, the Company repurchased 4.6 million shares of its common stock, at an average price per share of $150.55, for a total investment of $687 million. Subsequent to the end of the third quarter and through the date of this release, the Company repurchased an additional 1.0 million shares of its common stock, at an average price per share of $150.55, for a total investment of $156 million. The Company has repurchased a total of 46.2 million shares of its common stock under its share repurchase program since the inception of the program in January of 2011 and through the date of this release, at an average price of $90.84, for a total aggregate investment of $4.20 billion. As of the date of this release, the Company had approximately $303 million remaining under its current share repurchase authorization.

3rd Quarter and Year-to-Date Comparable Store Sales Results
Comparable store sales are calculated based on the change in sales for stores open at least one year and exclude sales of specialty machinery, sales to independent parts stores and sales to Team Members. Comparable store sales increased 6.2% for the third quarter ended September 30, 2014, versus 4.6% for the same period one year ago. Comparable store sales increased 5.9% for the first nine months of 2014, versus 3.9% for the same period one year ago.

4th Quarter and Updated Full-Year 2014 Guidance
The table below outlines the Company’s guidance for selected fourth quarter and updated full-year 2014 financial data:

 
For the Three Months Ending
 
For the Year Ending
 
December 31, 2014
 
December 31, 2014
Comparable store sales
3.0% to 5.0%
 
5.0% to 6.0%
Total revenue
 
 
$7.1 billion to $7.2 billion
Gross profit as a percentage of sales
 
 
51.2% to 51.4%
Operating income as a percentage of sales
 
 
17.3% to 17.5%
Diluted earnings per share (1)
$1.60 to $1.64
 
$7.19 to $7.23
Capital expenditures
 
 
$390 million to $410 million
Free cash flow (2)
 
 
$675 million to $725 million
 
 
 
 
 
(1)
Weighted-average shares outstanding, assuming dilution, used in the denominator of this calculation, includes share repurchases made by the Company through the date of this release.
(2)
Calculated as net cash provided by operating activities less capital expenditures for the period.





Non-GAAP Information
This release contains certain financial information not derived in accordance with United States generally accepted accounting principles (“GAAP”). These items include adjusted debt to earnings before interest, taxes, depreciation, amortization, share-based compensation and rent (“EBITDAR”) and free cash flow. The Company does not, nor does it suggest investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, GAAP financial information. The Company believes that the presentation of adjusted debt to EBITDAR and free cash flow provide meaningful supplemental information to both management and investors that is indicative of the Company’s core operations. The Company has included a reconciliation of this additional information to the most comparable GAAP measure in the selected financial information below.

Earnings Conference Call Information
The Company will host a conference call on Thursday, October 23, 2014, at 10:00 a.m. central time to discuss its results as well as future expectations. Investors may listen to the conference call live on the Company’s website at www.oreillyauto.com by clicking on “Investor Relations” and then “News Room.” Interested analysts are invited to join the call. The dial-in number for the call is (847) 585-4405; the conference call identification number is 38131433. A replay of the conference call will be available on the Company’s website through October 22, 2015.

About O’Reilly Automotive, Inc.
O’Reilly Automotive, Inc. was founded in 1957 by the O’Reilly family and is one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment and accessories in the United States, serving both the do-it-yourself and professional service provider markets. Visit the Company’s website at www.oreillyauto.com for additional information about O’Reilly, including access to online shopping and current promotions, store locations, hours and services, employment opportunities and other programs. As of September 30, 2014, the Company operated 4,311 stores in 43 states.

Forward-Looking Statements
The Company claims the protection of the safe-harbor for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “expect,” “believe,” “anticipate,” “should,” “plan,” “intend,” “estimate,” “project,” “will” or similar words. In addition, statements contained within this press release that are not historical facts are forward-looking statements, such as statements discussing among other things, expected growth, store development, integration and expansion strategy, business strategies, future revenues and future performance. These forward-looking statements are based on estimates, projections, beliefs and assumptions and are not guarantees of future events and results. Such statements are subject to risks, uncertainties and assumptions, including, but not limited to, competition, product demand, the market for auto parts, the economy in general, inflation, consumer debt levels, governmental regulations, the Company’s increased debt levels, credit ratings on public debt, the Company’s ability to hire and retain qualified employees, risks associated with the performance of acquired businesses, weather, terrorist activities, war and the threat of war. Actual results may materially differ from anticipated results described or implied in these forward-looking statements. Please refer to the “Risk Factors” section of the annual report on Form 10-K for the year ended December 31, 2013, for additional factors that could materially affect the Company’s financial performance. Forward-looking statements speak only as of the date they were made and the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

 
 
For further information contact:
Investor & Media Contact
 
Mark Merz (417) 829-5878
            



O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 
September 30, 2014
 
September 30, 2013
 
December 31, 2013
 
(Unaudited)
 
(Unaudited)
 
(Note)
Assets
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
298,283

 
$
363,008

 
$
231,318

Accounts receivable, net
152,779

 
141,928

 
131,504

Amounts receivable from vendors
67,073

 
72,366

 
66,619

Inventory
2,517,927

 
2,364,538

 
2,375,047

Other current assets
34,689

 
33,933

 
30,713

Total current assets
3,070,751

 
2,975,773

 
2,835,201

 
 
 
 
 
 
Property and equipment, at cost
3,895,165

 
3,524,762

 
3,606,837

Less: accumulated depreciation and amortization
1,294,053

 
1,146,364

 
1,181,734

Net property and equipment
2,601,112

 
2,378,398

 
2,425,103

 
 
 
 
 
 
Notes receivable, less current portion
14,283

 
14,556

 
13,066

Goodwill
756,335

 
758,523

 
756,225

Other assets, net
32,695

 
39,926

 
37,613

Total assets
$
6,475,176

 
$
6,167,176

 
$
6,067,208

 
 
 
 
 
 
Liabilities and shareholders’ equity
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
$
2,409,054

 
$
2,075,525

 
$
2,056,521

Self-insurance reserves
65,632

 
57,030

 
57,700

Accrued payroll
71,451

 
61,135

 
65,520

Accrued benefits and withholdings
58,602

 
44,110

 
41,262

Deferred income taxes
21,039

 
10,968

 
20,222

Income taxes payable
18,645

 

 

Other current liabilities
201,475

 
190,220

 
181,718

Current portion of long-term debt
44

 
68

 
67

Total current liabilities
2,845,942

 
2,439,056

 
2,423,010

 
 
 
 
 
 
Long-term debt, less current portion
1,396,488

 
1,396,031

 
1,396,141

Deferred income taxes
61,789

 
96,549

 
80,713

Other liabilities
194,551

 
199,653

 
201,023

 
 
 
 
 
 
Shareholders’ equity:
 
 
 
 
 
Common stock, $0.01 par value:
 
 
 
 
 
Authorized shares – 245,000,000
 
 
 
 
 
Issued and outstanding shares –
 
 
 
 
 
102,393,366 as of September 30, 2014,
 
 
 
 
 
107,667,354 as of September 30, 2013, and
 
 
 
 
 
105,939,766 as of December 31, 2013
1,024

 
1,077

 
1,059

Additional paid-in capital
1,168,741

 
1,115,710

 
1,118,929

Retained earnings
806,641

 
919,100

 
846,333

Total shareholders’ equity
1,976,406

 
2,035,887

 
1,966,321

 
 
 
 
 
 
Total liabilities and shareholders’ equity
$
6,475,176

 
$
6,167,176

 
$
6,067,208

Note: The balance sheet at December 31, 2013, has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.



O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)




 
For the Three Months Ended 
 September 30,
 
For the Nine Months Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
Sales
$
1,876,872

 
$
1,728,025

 
$
5,451,903

 
$
5,028,003

Cost of goods sold, including warehouse and distribution expenses
908,671

 
848,862

 
2,655,109

 
2,478,302

Gross profit
968,201

 
879,163

 
2,796,794

 
2,549,701

 
 
 
 
 
 
 
 
Selling, general and administrative expenses
624,433

 
578,783

 
1,829,432

 
1,701,976

Operating income
343,768

 
300,380

 
967,362

 
847,725

 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
Interest expense
(12,983
)
 
(13,295
)
 
(39,211
)
 
(36,162
)
Interest income
551

 
514

 
1,688

 
1,460

Other, net
982

 
690

 
2,237

 
2,022

Total other expense
(11,450
)
 
(12,091
)
 
(35,286
)
 
(32,680
)
 
 
 
 
 
 
 
 
Income before income taxes
332,318

 
288,289

 
932,076

 
815,045

Provision for income taxes
115,321

 
101,800

 
335,572

 
297,100

Net income
$
216,997

 
$
186,489

 
$
596,504

 
$
517,945

 
 
 
 
 
 
 
 
Earnings per share-basic:
 
 
 
 
 
 
 
Earnings per share
$
2.10

 
$
1.72

 
$
5.67

 
$
4.71

Weighted-average common shares outstanding – basic
103,498

 
108,307

 
105,146

 
110,034

 
 
 
 
 
 
 
 
Earnings per share-assuming dilution:
 
 
 
 
 
 
 
Earnings per share
$
2.06

 
$
1.69

 
$
5.58

 
$
4.63

Weighted-average common shares outstanding – assuming dilution
105,222

 
110,193

 
106,945

 
111,885












O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)


 
For the Nine Months Ended 
 September 30,
 
2014
 
2013
Operating activities:
 
 
 
Net income
$
596,504

 
$
517,945

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization of property, equipment and intangibles
143,515

 
136,071

Amortization of debt discount and issuance costs
1,563

 
1,526

Excess tax benefit from stock options exercised
(32,296
)
 
(25,195
)
Deferred income taxes
(18,108
)
 
8,501

Share-based compensation programs
17,424

 
16,485

Other
3,801

 
4,635

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(26,167
)
 
(24,489
)
Inventory
(142,880
)
 
(88,206
)
Accounts payable
352,533

 
146,413

Income taxes payable
51,043

 
18,842

Other
36,022

 
7,320

Net cash provided by operating activities
982,954

 
719,848

 
 
 
 
Investing activities:
 
 
 
Purchases of property and equipment
(317,157
)
 
(299,511
)
Proceeds from sale of property and equipment
2,304

 
1,101

Payments received on notes receivable
2,770

 
3,905

Net cash used in investing activities
(312,083
)
 
(294,505
)
 
 
 
 
Financing activities:
 
 
 
Proceeds from the issuance of long-term debt

 
299,976

Payment of debt issuance costs

 
(2,967
)
Principal payments on capital leases
(54
)
 
(207
)
Repurchases of common stock
(687,154
)
 
(687,162
)
Excess tax benefit from stock options exercised
32,296

 
25,195

Net proceeds from issuance of common stock
51,006

 
54,702

Net cash used in financing activities
(603,906
)
 
(310,463
)
 
 
 
 
Net increase in cash and cash equivalents
66,965

 
114,880

Cash and cash equivalents at beginning of the period
231,318

 
248,128

Cash and cash equivalents at end of the period
$
298,283

 
$
363,008

 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
Income taxes paid
$
308,029

 
$
271,898

Interest paid, net of capitalized interest
47,173

 
44,060






O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
SELECTED FINANCIAL INFORMATION
(Unaudited)


 
For the Twelve Months Ended
September 30,
Adjusted Debt to EBITDAR:
2014
 
2013
(In thousands, except adjusted debt to EBITDAR ratio)
 
 
 
GAAP debt
$
1,396,532

 
$
1,396,099

Add:
Letters of credit
47,782

 
52,481

 
Discount on senior notes
3,512

 
4,015

 
Six-times rent expense
1,560,060

 
1,513,260

Adjusted debt
$
3,007,886

 
$
2,965,855

 
 
 
 
 
GAAP net income
$
748,851

 
$
650,747

Add:
Interest expense
52,123

 
47,640

 
Provision for income taxes
427,122

 
376,975

 
Depreciation and amortization
190,624

 
180,681

 
Share-based compensation expense
22,661

 
21,935

 
Rent expense
260,010

 
252,210

EBITDAR
$
1,701,391

 
$
1,530,188

 
 
 
 
 
Adjusted debt to EBITDAR
1.77

 
1.94



 
September 30,
 
2014
 
2013
Selected Balance Sheet Ratios:
 
 
 
Inventory turnover (1)
1.4

 
1.4

Inventory turnover, net of payables (2)
16.8

 
10.3

Average inventory per store (in thousands) (3)
$
584

 
$
572

Accounts payable to inventory (4)
95.7
%
 
87.8
%
Return on equity (5)
36.4
%
 
31.7
%
Return on assets (6)
11.8
%
 
10.9
%


 
For the Three Months Ended 
 September 30,
 
For the Nine Months Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
Selected Financial Information (in thousands):
 
 
 
 
 
 
 
Capital expenditures
$
122,228

 
$
122,934

 
$
317,157

 
$
299,511

Free cash flow (7)
$
205,201

 
$
157,502

 
$
665,797

 
$
420,337

Depreciation and amortization
$
48,511

 
$
46,389

 
$
143,515

 
$
136,071

Interest expense
$
12,983

 
$
13,295

 
$
39,211

 
$
36,162

Rent expense
$
65,927

 
$
63,551

 
$
196,023

 
$
190,905





Store and Team Member Information:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended 
 September 30,
 
For the Nine Months Ended 
 September 30,
 
For the Twelve Months Ended
September 30,
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
Beginning store count
4,257

 
4,087

 
4,166

 
3,976

 
4,135

 
3,896

New stores opened
57

 
50

 
150

 
163

 
182

 
187

Stores acquired

 

 

 

 

 
56

Stores closed
(3
)
 
(2
)
 
(5
)
 
(4
)
 
(6
)
 
(4
)
Ending store count
4,311

 
4,135

 
4,311

 
4,135

 
4,311

 
4,135



 
For the Three Months Ended 
 September 30,
 
For the Twelve Months Ended
September 30,
 
2014
 
2013
 
2014
 
2013
Total employment
67,695

 
61,296

 
 
 
 
Square footage (in thousands)
31,165

 
29,820

 
 
 
 
Sales per weighted-average square foot (8)
$
60.16

 
$
57.88

 
$
230.26

 
$
223.41

Sales per weighted-average store (in thousands) (9)
$
435

 
$
417

 
$
1,663

 
$
1,605



(1)
Calculated as cost of goods sold for the last 12 months divided by average inventory. Average inventory is calculated as the average of inventory for the trailing four quarters used in determining the denominator.
(2)
Calculated as cost of goods sold for the last 12 months divided by average net inventory. Average net inventory is calculated as the average of inventory less accounts payable for the trailing four quarters used in determining the denominator.
(3)
Calculated as inventory divided by store count at the end of the reported period.
(4)
Calculated as accounts payable divided by inventory.
(5)
Calculated as net income for the last 12 months divided by average total shareholders' equity. Average total shareholders' equity is calculated as the average of total shareholders' equity for the trailing four quarters used in determining the denominator.
(6)
Calculated as net income for the last 12 months divided by average total assets. Average total assets is calculated as the average of total assets for the trailing four quarters used in determining the denominator.
(7)
Calculated as net cash provided by operating activities less capital expenditures for the period.
(8)
Calculated as sales less jobber sales, divided by weighted-average square footage. Weighted-average square footage is determined by weighting store square footage based on the approximate dates of store openings, acquisitions, expansions or closings.
(9)
Calculated as sales less jobber sales, divided by weighted-average stores. Weighted-average stores is determined by weighting stores based on their approximate opening, acquisition or closing dates.








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