Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | ||
Sep. 30, 2013 | Oct. 25, 2013 | Oct. 25, 2013 | |
Common Class A [Member] | Common Class B [Member] | ||
Document Information [Line Items] | |||
Entity Registrant Name | LITHIA MOTORS INC | ||
Document Type | 10-Q | ||
Current Fiscal Year End Date | -19 | ||
Entity Common Stock, Shares Outstanding | 23,327,279 | 2,562,231 | |
Amendment Flag | FALSE | ||
Entity Central Index Key | 1023128 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | 30-Sep-13 | ||
Document Fiscal Year Focus | 2013 | ||
Document Fiscal Period Focus | Q3 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash and cash equivalents | $16,093 | $42,839 |
Accounts receivable, net of allowance for doubtful accounts of $153 and $336 | 140,086 | 133,149 |
Inventories, net | 755,698 | 723,326 |
Deferred income taxes | 1,999 | 3,832 |
Other current assets | 9,477 | 17,484 |
Assets held for sale | 11,845 | 12,579 |
Total Current Assets | 935,198 | 933,209 |
Property and equipment, net of accumulated depreciation of $104,105 and $97,883 | 452,367 | 425,086 |
Goodwill | 40,313 | 32,047 |
Franchise value | 66,465 | 62,429 |
Deferred income taxes | 15,826 | 17,123 |
Other non-current assets | 29,009 | 22,808 |
Total Assets | 1,539,178 | 1,492,702 |
Liabilities and Stockholders' Equity | ||
Floor plan notes payable | 19,221 | 13,454 |
Floor plan notes payable: non-trade | 569,027 | 568,130 |
Current maturities of long-term debt | 7,066 | 8,182 |
Trade payables | 48,645 | 41,589 |
Accrued liabilities | 94,678 | 81,602 |
Liabilities related to assets held for sale | 7,403 | 8,347 |
Total Current Liabilities | 746,040 | 721,304 |
Long-term debt, less current maturities | 218,172 | 286,876 |
Deferred revenue | 40,774 | 33,589 |
Other long-term liabilities | 27,063 | 22,832 |
Total Liabilities | 1,032,049 | 1,064,601 |
Additional paid-in capital | 20,401 | 12,399 |
Accumulated other comprehensive loss | -1,677 | -2,615 |
Retained earnings | 221,082 | 149,173 |
Total Stockholders' Equity | 507,129 | 428,101 |
Total Liabilities and Stockholders' Equity | 1,539,178 | 1,492,702 |
Common Class A [Member] | ||
Liabilities and Stockholders' Equity | ||
Common stock, value issued | 267,004 | 268,801 |
Common Class B [Member] | ||
Liabilities and Stockholders' Equity | ||
Common stock, value issued | $319 | $343 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Allowance for doubtful accounts (in Dollars) | $153 | $336 |
Accumulated depreciation (in Dollars) | $104,105 | $97,883 |
Preferred stock, par value (in Dollars per share) (in Dollars per share) | ||
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value (in Dollars per share) | ||
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 23,310 | 22,916 |
Common stock, shares outstanding | 23,310 | 22,916 |
Common Class B [Member] | ||
Common stock, par value (in Dollars per share) | ||
Common stock, shares authorized | 25,000 | 25,000 |
Common stock, shares issued | 2,562 | 2,762 |
Common stock, shares outstanding | 2,562 | 2,762 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Sales revenue | $1,069,290 | $878,526 | $2,980,875 | $2,439,114 |
Cost of revenue | 903,901 | 736,016 | 2,509,215 | 2,038,174 |
Gross profit | 165,389 | 142,510 | 471,660 | 400,940 |
Asset impairments | 115 | |||
Selling, general and administrative | 108,570 | 95,132 | 318,984 | 276,561 |
Operating income | 51,720 | 43,027 | 137,957 | 111,577 |
Floor plan interest expense | -2,909 | -3,370 | -9,394 | -9,326 |
Other interest expense | -1,933 | -2,125 | -6,235 | -7,382 |
Other income, net | 835 | 453 | 2,220 | 1,770 |
Income from continuing operations before income taxes | 47,713 | 37,985 | 124,548 | 96,639 |
Income tax provision | -16,822 | -14,893 | -46,494 | -36,908 |
Income from continuing operations, net of income tax | 30,891 | 23,092 | 78,054 | 59,731 |
Income from discontinued operations, net of income tax | 127 | 151 | 574 | 799 |
Net income | 31,018 | 23,243 | 78,628 | 60,530 |
Basic income per share from continuing operations (in Dollars per share) | $1.19 | $0.91 | $3.03 | $2.32 |
Basic income per share from discontinued operations (in Dollars per share) | $0.01 | $0 | $0.02 | $0.03 |
Basic net income per share (in Dollars per share) | $1.20 | $0.91 | $3.05 | $2.35 |
Shares used in basic per share calculations (in Shares) | 25,866 | 25,469 | 25,776 | 25,730 |
Diluted income per share from continuing operations (in Dollars per share) | $1.18 | $0.89 | $2.98 | $2.28 |
Diluted income per share from discontinued operations (in Dollars per share) | $0.01 | $0.03 | $0.03 | |
Diluted net income per share (in Dollars per share) | $1.18 | $0.90 | $3.01 | $2.31 |
Shares used in diluted per share calculations (in Shares) | 26,237 | 25,947 | 26,159 | 26,203 |
New Vehicle [Member] | ||||
Sales revenue | 604,135 | 491,846 | 1,667,063 | 1,340,731 |
Cost of revenue | 565,549 | 456,753 | 1,555,042 | 1,241,820 |
Used Retail Vehicle [Member] | ||||
Sales revenue | 280,734 | 227,157 | 778,427 | 625,117 |
Cost of revenue | 239,093 | 193,885 | 662,920 | 532,577 |
Used Wholesale Vehicle [Member] | ||||
Sales revenue | 43,396 | 35,006 | 120,593 | 103,469 |
Cost of revenue | 42,686 | 35,042 | 118,214 | 102,812 |
Finance and Insurance [Member] | ||||
Sales revenue | 37,132 | 30,929 | 103,013 | 82,989 |
Service, Body and Parts [Member] | ||||
Sales revenue | 97,784 | 89,038 | 282,686 | 258,038 |
Cost of revenue | 50,793 | 46,033 | 145,223 | 133,224 |
Fleet and Other [Member] | ||||
Sales revenue | 6,109 | 4,550 | 29,093 | 28,770 |
Cost of revenue | 5,780 | 4,303 | 27,816 | 27,741 |
Continuing Operations [Member] | ||||
Depreciation and amortization | $5,099 | $4,351 | $14,719 | $12,687 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net income | $31,018 | $23,243 | $78,628 | $60,530 |
Gain on cash flow hedges, net of tax expense of $58, $301, $582, and $791, respectively | 94 | 484 | 938 | 1,274 |
Comprehensive income | $31,112 | $23,727 | $79,566 | $61,804 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Gain on cash flow hedges, tax expense | $58 | $301 | $582 | $791 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ||
Net income | $78,628 | $60,530 |
Asset impairments | 115 | |
Stock-based compensation | 4,161 | 2,329 |
Loss (gain) on disposal of other assets | 107 | -378 |
Deferred income taxes | 8,504 | 6,851 |
Excess tax benefit from share-based payment arrangements | -5,956 | -1,629 |
Trade receivables, net | -6,937 | -29,160 |
Inventories | -18,187 | -158,186 |
Other current assets | 5,464 | 3,169 |
Other non-current assets | -3,804 | -4,346 |
Floor plan notes payable, net | 5,721 | -93,975 |
Trade payables | 4,848 | 5,381 |
Accrued liabilities | 13,099 | 10,164 |
Other long-term liabilities and deferred revenue | 12,307 | 9,927 |
Net cash provided by (used in) operating activities | 112,674 | -176,335 |
Cash flows from investing activities: | ||
Principal payments received on notes receivable | 88 | 79 |
Capital expenditures | -33,803 | -34,966 |
Proceeds from sales of assets | 474 | 6,025 |
Payments for life insurance policies | -2,508 | -1,908 |
Cash paid for acquisitions | -31,786 | -31,376 |
Proceeds from sales of stores | 2,901 | |
Net cash used in investing activities | -67,535 | -59,245 |
Cash flows from financing activities: | ||
Borrowings on floor plan notes payable: non-trade, net | 2,685 | 272,760 |
Borrowings on lines of credit | 499,000 | 365,623 |
Repayments on lines of credit | -542,446 | -356,791 |
Proceeds from issuance of long-term debt | 4,720 | 14,169 |
Proceeds from issuance of common stock | 3,967 | 4,600 |
Excess tax benefit from share-based payment arrangements | 5,956 | 1,629 |
Dividends paid | -6,719 | -6,943 |
Change in restricted cash | 3,300 | |
Net cash (used in) provided by financing activities | -71,885 | 234,486 |
Decrease in cash and cash equivalents | -26,746 | -1,094 |
Cash and cash equivalents at beginning of period | 42,839 | 20,851 |
Cash and cash equivalents at end of period | 16,093 | 19,757 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 15,988 | 17,316 |
Cash paid during the period for income taxes, net | 25,880 | 25,814 |
Supplemental schedule of non-cash activities: | ||
Floor plan debt paid in connection with store disposals | 6,712 | |
Acquisition of assets with capital leases | 2,609 | |
Scheduled Payments [Member] | ||
Cash flows from financing activities: | ||
Principal payments on long-term debt | -5,375 | -5,889 |
Other Payments [Member] | ||
Cash flows from financing activities: | ||
Principal payments on long-term debt | -25,770 | -37,366 |
Common Class A [Member] | ||
Cash flows from financing activities: | ||
Repurchase of common stock | -7,903 | -20,606 |
Continuing Operations [Member] | ||
Cash flows from operating activities: | ||
Depreciation and amortization | 14,719 | 12,687 |
Discontinued Operations [Member] | ||
Cash flows from operating activities: | ||
Depreciation and amortization | $186 |
Note_1_Interim_Financial_State
Note 1 - Interim Financial Statements | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Interim Financial Statements |
Basis of Presentation | |
These condensed Consolidated Financial Statements contain unaudited information as of September 30, 2013 and for the three- and nine-month periods ended September 30, 2013 and 2012. The unaudited interim financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain disclosures required by accounting principles generally accepted in the United States of America for annual financial statements are not included herein. In management’s opinion, these unaudited financial statements reflect all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the information when read in conjunction with our 2012 audited Consolidated Financial Statements and the related notes thereto. The financial information as of December 31, 2012 is derived from our 2012 Annual Report on Form 10-K. The interim condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in our 2012 Annual Report on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. | |
Reclassifications | |
Certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements to maintain consistency and comparability between periods presented. | |
These reclassifications had no impact on previously reported net income. |
Note_2_Accounts_Receivable
Note 2 - Accounts Receivable | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Receivables [Abstract] | |||||||||
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 2. Accounts Receivable | ||||||||
Accounts receivable consisted of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Contracts in transit | $ | 66,516 | $ | 65,597 | |||||
Trade receivables | 33,252 | 25,885 | |||||||
Vehicle receivables | 22,308 | 21,298 | |||||||
Manufacturer receivables | 25,098 | 25,658 | |||||||
147,174 | 138,438 | ||||||||
Less: Allowance | (153 | ) | (336 | ) | |||||
Less: Long-term portion of accounts receivable, net | (6,935 | ) | (4,953 | ) | |||||
Total accounts receivable, net | $ | 140,086 | $ | 133,149 | |||||
The long-term portion of accounts receivable was included as a component of other non-current assets in the Consolidated Balance Sheets. |
Note_3_Inventories
Note 3 - Inventories | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventory Disclosure [Text Block] | Note 3. Inventories | ||||||||
The components of inventory consisted of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
New vehicles | $ | 565,017 | $ | 563,275 | |||||
Used vehicles | 158,156 | 130,529 | |||||||
Parts and accessories | 32,525 | 29,522 | |||||||
Total inventories | $ | 755,698 | $ | 723,326 | |||||
Note_4_Goodwill
Note 4 - Goodwill | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Disclosure Text Block Supplement [Abstract] | |||||
Goodwill Disclosure [Text Block] | Note 4. Goodwill | ||||
The changes in the carrying amounts of goodwill are as follows (in thousands): | |||||
Goodwill | |||||
Balance as of December, 31, 2011, gross | $ | 318,224 | |||
Accumulated impairment loss | (299,266 | ) | |||
Balance as of December 31, 2011, net | 18,958 | ||||
Additions through acquisitions | 13,710 | ||||
Goodwill allocated to dispositions | (621 | ) | |||
Balance as of December 31, 2012, net | 32,047 | ||||
Additions through acquisitions | 8,266 | ||||
Balance as of September 30, 2013, net | $ | 40,313 | |||
Note_5_Commitments_and_Conting
Note 5 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 5. Commitments and Contingencies |
Litigation | |
We are party to numerous legal proceedings arising in the normal course of our business. Although we do not anticipate that the resolution of legal proceedings arising in the normal course of business or the proceedings described below will have a material adverse effect on our business, results of operations, financial condition, or cash flows, we cannot predict this with certainty. | |
Alaska Consumer Protection Act Claims | |
In December 2006, a suit was filed against us (Jackie Neese, et al vs. Lithia Chrysler Jeep of Anchorage, Inc, et al, Case No. 3AN-06-13341 CI), and in April, 2007, a second case (Jackie Neese, et al vs. Lithia Chrysler Jeep of Anchorage, Inc, et al, Case No. 3AN-06-4815 CI) was filed against us, in the Superior Court for the State of Alaska, Third Judicial District at Anchorage. These suits were subsequently consolidated. In the suits, plaintiffs alleged that we, through our Alaska dealerships, engaged in three practices that purportedly violate Alaska consumer protection laws: (i) charging customers dealer fees and costs (including document preparation fees) not disclosed in the advertised price, (ii) failing to disclose the acquisition, mechanical and accident history of used vehicles or whether the vehicles were originally manufactured for sale in a foreign country, and (iii) engaging in deception, misrepresentation and fraud by providing to customers financing from third parties without disclosing that we receive a fee or discount for placing that loan. The suit sought statutory damages of $500 for each violation or three times plaintiff’s actual damages, whichever was greater, and attorney fees and costs. | |
In June 2013 the parties agreed to mediate the claims. The mediation resulted in a settlement agreement with the plaintiffs under which we estimate we will pay $3.8 million to settle all claims against us and to pay plaintiffs’ legal fees. The estimated payment assumes a participation rate by eligible class members based on historically experienced claim rates. An increased claim rate would result in additional payments. The estimated settlement amount was recorded as a component of selling, general and administrative expense in our Consolidated Statements of Operations and, as of September 30, 2013, was included as a component of accrued liabilities in our Consolidated Balance Sheets. The settlement is subject to court approval and we cannot assure that the court will approve the settlement. |
Note_6_Stockholders_Equity
Note 6 - Stockholders' Equity | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||
Stockholders' Equity Note Disclosure [Text Block] | Note 6. Stockholders’ Equity | |||||||||
Reclassification From Accumulated Other Comprehensive Loss | ||||||||||
The reclassification from accumulated other comprehensive loss was as follows (in thousands): | ||||||||||
Three Months | Nine Months | Affected Line Item in the | ||||||||
Ended | Ended | Consolidated Statements | ||||||||
September | September | of Operations | ||||||||
30, 2013 | 30, 2013 | |||||||||
Loss on cash flow hedges | $ | (134 | ) | $ | (606 | ) | Floor plan interest expense | |||
Income Taxes | 51 | 232 | Income tax provision | |||||||
Loss on cash flow hedges, net | $ | (83 | ) | $ | (374 | ) | ||||
See Note 9 for more details regarding our derivative contracts. | ||||||||||
Share Repurchases | ||||||||||
In August 2011, our Board of Directors authorized the repurchase of up to 2,000,000 shares of our Class A common stock. On July 20, 2012, our Board of Directors authorized the repurchase of 1,000,000 additional shares of our Class A common stock. We did not repurchase any shares of our Class A common stock during the third quarter of 2013. In the nine months ended September 30, 2013, we repurchased 127,900 shares at an average price of $40.76 per share, for a total of $5.2 million. Through September 30, 2013, we have repurchased 1,273,047 shares and 1,726,953 shares remained available for repurchase. This authority to repurchase shares does not have an expiration date and we may continue to repurchase shares from time to time as conditions warrant. | ||||||||||
In addition, we repurchased 59,721 shares during the first quarter of 2013 at an average price of $45.04, for a total of $2.7 million, related to tax withholdings associated with the vesting of restricted stock units. | ||||||||||
Dividends | ||||||||||
Dividends paid on our Class A and Class B common stock in the nine months ended September 30, 2013 were as follows: | ||||||||||
Quarter paid: | Dividend | Total amount of | ||||||||
amount per | dividend (in | |||||||||
share | thousands) | |||||||||
First quarter | $ | * | $ | * | ||||||
Second quarter | 0.13 | 3,356 | ||||||||
Third quarter | 0.13 | 3,363 | ||||||||
* A dividend of $0.10 per share was paid in December 2012 related to our fourth quarter 2012 financial results in lieu of the dividend typically declared and paid in March of the following year. Accordingly, we did not pay dividends on our Class A and Class B common stock during the first quarter of 2013. | ||||||||||
See Note 13 for a discussion of a dividend related to our third quarter 2013 financial results. |
Note_7_Deferred_Compensation_a
Note 7 - Deferred Compensation and Long-term Incentive Plans | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||
Pension and Other Postretirement Benefits Disclosure [Text Block] | Note 7. Deferred Compensation and Long-Term Incentive Plan | ||||||||||||||||
We offer a deferred compensation and long-term incentive plan (the “LTIP”) to provide certain employees the ability to accumulate assets for retirement on a tax-deferred basis. We may make discretionary contributions to the LTIP. Discretionary contributions vest between one and seven years based on the employee’s age and position. Additionally, a participant may defer a portion of his or her compensation and receive the deferred amount upon certain events, including termination or retirement. | |||||||||||||||||
In the first nine months of 2013, we made discretionary contributions of $2.1 million to the LTIP. Participants will receive a guaranteed return of 5.25% in 2013. We recognized compensation expense related to the LTIP as follows (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Compensation expense | $ | 357 | $ | 299 | $ | 1,042 | $ | 876 | |||||||||
As of September 30, 2013 and December 31, 2012, the balance due to participants was $6.3 million and $3.6 million, respectively, and was included as a component of other long-term liabilities in the Consolidated Balance Sheets. |
Note_8_Fair_Value_Measurements
Note 8 - Fair Value Measurements | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Fair Value Disclosures [Text Block] | Note 8. Fair Value Measurements | ||||||||||||
Factors used in determining the fair value of our financial assets and liabilities are summarized into three broad categories: | |||||||||||||
● | 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 and credit risk; and | ||||||||||||
● | Level 3 – significant unobservable inputs, including our own assumptions in determining fair value. | ||||||||||||
The inputs or methodology used for valuing financial assets and liabilities are not necessarily an indication of the risk associated with investing in them. | |||||||||||||
We use the income approach to determine the fair value of our interest rate swap using observable Level 2 market expectations at each measurement date and an income approach to convert estimated future cash flows to a single present value amount (discounted) assuming that participants are motivated, but not compelled, to transact. Level 2 inputs for the swap valuation are limited to quoted prices for similar assets or liabilities in active markets (specifically futures contracts on LIBOR for the first two years) and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR cash and swap rates and credit risk at commonly quoted intervals). Mid-market pricing is used as a practical expedient for fair value measurements. Key inputs, including the cash rates for very short-term borrowings, futures rates for up to two years and LIBOR swap rates beyond the derivative maturity are used to predict future reset rates to discount those future cash flows to present value at the measurement date. | |||||||||||||
Inputs are collected from Bloomberg on the last market day of the period. The same method is used to determine the rate used to discount the future cash flows. The valuation of the interest rate swap also takes into consideration our own, as well as the counterparty’s, risk of non-performance under the contract. | |||||||||||||
There were no changes to our valuation techniques during the nine-month period ended September 30, 2013. | |||||||||||||
Assets and Liabilities Measured at Fair Value | |||||||||||||
Following are the disclosures related to our assets and (liabilities) that are measured at fair value (in thousands): | |||||||||||||
Fair Value at September 30, 2013 | Level 1 | Level 2 | Level 3 | ||||||||||
Measured on a recurring basis: | |||||||||||||
Derivative contracts, net | $ | - | $ | (3,166 | ) | $ | - | ||||||
Fair Value at December 31, 2012 | Level 1 | Level 2 | Level 3 | ||||||||||
Measured on a recurring basis: | |||||||||||||
Derivative contracts, net | $ | - | $ | (4,679 | ) | $ | - | ||||||
See Note 9 for more details regarding our derivative contracts. | |||||||||||||
Fair Value Disclosures for Financial Assets and Liabilities | |||||||||||||
We determined the carrying value of cash equivalents, accounts receivable, trade payables, accrued liabilities and short-term borrowings approximate their fair values because of the short-term nature and current market rates of these instruments. We believe the carrying value of our variable rate debt approximates fair value. | |||||||||||||
We have fixed-rate debt and calculate the estimated fair value of our fixed-rate debt using a discounted cash flow method. Using estimated current interest rates based on a similar risk profile and duration (Level 2), the fixed cash flows are discounted and summed to compute the fair value of the debt. As of September 30, 2013, this debt had maturity dates between November 2016 and May 2031. A summary of the aggregate carrying values and fair values of our long-term fixed-interest rate debt is as follows (in thousands): | |||||||||||||
September 30, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Carrying value | $ | 133,994 | $ | 130,469 | |||||||||
Fair value | 135,010 | 134,688 | |||||||||||
Note_9_Derivative_Financial_In
Note 9 - Derivative Financial Instruments | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Note 9. Derivative Financial Instruments | ||||||||||||||
We enter into interest rate swaps to fix a portion of our interest expense. We do not enter into derivative instruments for any purpose other than to manage interest rate exposure to fluctuations in the one-month LIBOR benchmark. That is, we do not engage in interest rate speculation using derivative instruments. | |||||||||||||||
As of September 30, 2013, we had a $25 million interest rate swap outstanding with U.S. Bank Dealer Commercial Services. This interest rate swap matures on June 15, 2016 and has a fixed rate of 5.587% per annum. The variable rate on the interest rate swap is the one-month LIBOR rate. At September 30, 2013, the one-month LIBOR rate was 0.18% per annum, as reported in the Wall Street Journal. | |||||||||||||||
Typically, we designate all interest rate swaps as cash flow hedges and, accordingly, we record the change in fair value for the effective portion of these interest rate swaps in comprehensive income rather than net income until the underlying hedged transaction affects net income. If a swap is no longer designated as a cash flow hedge and the forecasted transaction remains probable or reasonably possible of occurring, the gain or loss recorded in accumulated other comprehensive loss is recognized in income as the forecasted transaction occurs. If the forecasted transaction is probable of not occurring, the gain or loss recorded in accumulated other comprehensive loss is recognized in income immediately. The estimated amount that we expect to reclassify from accumulated other comprehensive loss to net income within the next twelve months is $1.2 million at September 30, 2013. | |||||||||||||||
At September 30, 2013 and December 31, 2012, the fair value of our derivative instruments was included in our Consolidated Balance Sheets as follows (in thousands): | |||||||||||||||
Balance Sheet Information | Fair Value of Liability Derivatives | ||||||||||||||
Derivatives Designated as Hedging | Location in Balance | September 30, | |||||||||||||
Instruments | Sheet | 2013 | |||||||||||||
Interest Rate Swap Contracts | Accrued liabilities | $ | 1,217 | ||||||||||||
Other long-term liabilities | 1,949 | ||||||||||||||
$ | 3,166 | ||||||||||||||
Balance Sheet Information | Fair Value of Liability Derivatives | ||||||||||||||
Derivatives Designated as Hedging | Location in Balance | December 31, | |||||||||||||
Instruments | Sheet | 2012 | |||||||||||||
Interest Rate Swap Contracts | Accrued liabilities | $ | 1,839 | ||||||||||||
Other long-term liabilities | 2,840 | ||||||||||||||
$ | 4,679 | ||||||||||||||
The effect of derivative instruments on our Consolidated Statements of Operations for the three-and nine-month periods ended September 30, 2013 and 2012 was as follows (in thousands): | |||||||||||||||
Derivatives in Cash | Amount of | Location of | Amount of Loss | Location of | Amount of | ||||||||||
Flow Hedging | Gain | Loss | Reclassified | Loss | Loss | ||||||||||
Relationships | Recognized | Reclassified | from | Recognized in | Recognized in | ||||||||||
in | from | Accumulated | Income on | Income on | |||||||||||
Accumulated | Accumulated | OCI into Income | Derivative | Derivative | |||||||||||
OCI (Effective | OCI into Income | (Effective | (Ineffective | (Ineffective | |||||||||||
Portion) | (Effective | Portion) | Portion and | Portion and | |||||||||||
Portion) | Amount | Amount | |||||||||||||
Excluded from | Excluded from | ||||||||||||||
Effectiveness | Effectiveness | ||||||||||||||
Testing) | Testing) | ||||||||||||||
Three Months Ended | |||||||||||||||
30-Sep-13 | |||||||||||||||
Interest Rate Swap Contracts | $ | 18 | Floor plan | $ | (134 | ) | Floor plan | $ | (173 | ) | |||||
interest expense | interest expense | ||||||||||||||
Three Months Ended | |||||||||||||||
30-Sep-12 | |||||||||||||||
Interest Rate Swap Contracts | $ | 476 | Floor plan | $ | (309 | ) | Floor plan | $ | (788 | ) | |||||
interest expense | interest expense | ||||||||||||||
Derivatives in Cash | Amount of | Location of | Amount of Loss | Location of | Amount of | ||||||||||
Flow Hedging | Gain | Loss | Reclassified | Loss | Loss | ||||||||||
Relationships | Recognized | Reclassified | from | Recognized in | Recognized in | ||||||||||
in | from | Accumulated | Income on | Income on | |||||||||||
Accumulated | Accumulated | OCI into Income | Derivative | Derivative | |||||||||||
OCI (Effective | OCI into Income | (Effective | (Ineffective | (Ineffective | |||||||||||
Portion) | (Effective | Portion) | Portion and | Portion and | |||||||||||
Portion) | Amount | Amount | |||||||||||||
Excluded from | Excluded from | ||||||||||||||
Effectiveness | Effectiveness | ||||||||||||||
Testing) | Testing) | ||||||||||||||
Nine Months Ended | |||||||||||||||
30-Sep-13 | |||||||||||||||
Interest Rate Swap Contracts | $ | 914 | Floor plan | $ | (606 | ) | Floor plan | $ | (1,064 | ) | |||||
interest expense | interest expense | ||||||||||||||
Nine Months Ended | |||||||||||||||
30-Sep-12 | |||||||||||||||
Interest Rate Swap Contracts | $ | 998 | Floor plan | $ | (1,067 | ) | Floor plan | $ | (2,172 | ) | |||||
interest expense | interest expense | ||||||||||||||
See also Note 8. |
Note_10_Acquisitions
Note 10 - Acquisitions | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Business Combinations [Abstract] | |||||||||
Business Combination Disclosure [Text Block] | Note 10. Acquisitions | ||||||||
On June 10, 2013, we acquired the inventory, property, equipment and intangible assets and assumed certain liabilities of OB Salem Auto Group, Inc. in Salem, Oregon from Michael O’Brien including BMW, Honda and Volkswagen franchises. | |||||||||
The acquisition was accounted for using the acquisition method of accounting. No portion of the purchase price was paid with our equity securities. The following table summarizes the consideration paid for the acquisition and the amount of identified assets acquired and liabilities assumed as of the acquisition date (in thousands): | |||||||||
Consideration | |||||||||
Cash paid, net of cash acquired | $ | 31,786 | |||||||
Assets | |||||||||
Acquired and | |||||||||
Liabilities | |||||||||
Assumed | |||||||||
Inventories | $ | 15,198 | |||||||
Franchise value | 4,036 | ||||||||
Property, plant and equipment | 4,697 | ||||||||
Other assets | 122 | ||||||||
Other liabilities | (533 | ) | |||||||
23,520 | |||||||||
Goodwill | 8,266 | ||||||||
$ | 31,786 | ||||||||
We account for franchise value as an indefinite-lived intangible asset. We expect the full amount of the goodwill recognized to be deductible for tax purposes. | |||||||||
This acquired company contributed revenues and earnings of $26.8 million and $286,000, respectively, for the period from acquisition to September 30, 2013. | |||||||||
The following unaudited pro forma summary presents consolidated information as if all acquisitions in the three- and nine-month periods ended September 30, 2012 and 2013 had occurred on January 1, 2012 (in thousands, except for per share amounts): | |||||||||
Three Months Ended September 30, | 2013 | 2012 | |||||||
Revenue | $ | 1,069,290 | $ | 909,029 | |||||
Income from continuing operations, net of tax | 30,891 | 23,409 | |||||||
Basic income per share from continuing operations, net of tax | 1.19 | 0.92 | |||||||
Diluted income per share from continuing operations, net of tax | 1.18 | 0.9 | |||||||
Nine Months Ended September 30, | 2013 | 2012 | |||||||
Revenue | $ | 3,019,726 | $ | 2,548,136 | |||||
Income from continuing operations, net of tax | 78,500 | 60,777 | |||||||
Basic income per share from continuing operations, net of tax | 3.05 | 2.36 | |||||||
Diluted income per share from continuing operations, net of tax | 3 | 2.32 | |||||||
These amounts have been calculated by applying our accounting policies and estimates. The results of the acquired stores have been adjusted to reflect the following: depreciation on a straight-line basis over the expected lives for property, plant and equipment; accounting for inventory on a specific identification method; and recognition of interest expense for real estate financing related to stores where we purchased the facility. No nonrecurring pro forma adjustments directly attributable to the acquisitions are included in the reported pro forma revenues and earnings. |
Note_11_Discontinued_Operation
Note 11 - Discontinued Operations | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 11. Discontinued Operations | ||||||||||||||||
We classify a store as discontinued operations if the location has been sold, we have ceased operations at that location or the store meets the criteria required by U.S. generally accepted accounting standards: | |||||||||||||||||
● | our management team, possessing the necessary authority, commits to a plan to sell the store; | ||||||||||||||||
● | the store is available for immediate sale in its present condition; | ||||||||||||||||
● | an active program to locate buyers and other actions that are required to sell the store are initiated; | ||||||||||||||||
● | a market for the store exists and we believe its sale is likely within one year; | ||||||||||||||||
● | active marketing of the store commences at a price that is reasonable in relation to the estimated fair market value; and | ||||||||||||||||
● | our management team believes it is unlikely changes will be made to the plan or the plan to dispose of the store will be withdrawn. | ||||||||||||||||
We reclassify the store’s operations to discontinued operations in our Consolidated Statements of Operations, on a comparable basis for all periods presented, provided we do not expect to have any significant continuing involvement in the store’s operations after its disposal. | |||||||||||||||||
One of our stores, classified as held for sale in the fourth quarter of 2012, continues to meet the criteria for classification of its assets and related liabilities as held for sale and its associated operating results are classified as discontinued operations as of September 30, 2013. | |||||||||||||||||
Actual floor plan interest expense for the store classified as discontinued operations is directly related to the store’s new vehicles. Interest expense related to our used vehicle inventory financing and revolving line of credit is allocated based on the working capital level of the store. | |||||||||||||||||
Certain financial information related to discontinued operations was as follows (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenue | $ | 8,712 | $ | 24,409 | $ | 27,590 | $ | 69,838 | |||||||||
Pre-tax gain from discontinued operations | $ | 236 | $ | 657 | $ | 929 | $ | 1,685 | |||||||||
Loss on disposal activities | - | (397 | ) | - | (397 | ) | |||||||||||
236 | 260 | 929 | 1,288 | ||||||||||||||
Income tax expense | (109 | ) | (109 | ) | (355 | ) | (489 | ) | |||||||||
Income from discontinued operations, net of income tax expense | $ | 127 | $ | 151 | $ | 574 | $ | 799 | |||||||||
Cash generated from disposal activities | $ | - | $ | - | $ | - | $ | 2,901 | |||||||||
Floor plan debt paid in connection with disposal activities | $ | - | $ | - | $ | - | $ | 6,712 | |||||||||
Assets held for sale included the following (in thousands): | |||||||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||||||
Inventories | $ | 8,597 | $ | 9,412 | |||||||||||||
Property, plant and equipment | 1,177 | 1,102 | |||||||||||||||
Intangible assets | 2,071 | 2,065 | |||||||||||||||
$ | 11,845 | $ | 12,579 | ||||||||||||||
Liabilities related to assets held for sale included the following (in thousands): | |||||||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||||||
Floor plan notes payable | $ | 7,403 | $ | 8,347 | |||||||||||||
Note_12_Net_Income_Per_Share_o
Note 12 - Net Income Per Share of Class A and Class B Common Stock | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Earnings Per Share [Text Block] | Note 12. Net Income Per Share of Class A and Class B Common Stock | ||||||||||||||||
We compute net income per share of Class A and Class B common stock using the two-class method. Under this method, basic net income per share is computed using the weighted average number of common shares outstanding during the period excluding unvested common shares subject to repurchase or cancellation. Diluted net income per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and unvested restricted shares subject to repurchase or cancellation. The dilutive effect of outstanding stock options and other grants is reflected in diluted earnings per share by application of the treasury stock method. The computation of the diluted net income per share of Class A common stock assumes the conversion of Class B common stock, while the diluted net income per share of Class B common stock does not assume the conversion of those shares. | |||||||||||||||||
Except with respect to voting and transfer rights, the rights of the holders of our Class A and Class B common stock are identical. Our Articles of Incorporation require that the Class A and Class B common stock share equally in any dividends, liquidation proceeds or other distribution with respect to our common stock and the Articles of Incorporation can only be amended by a vote of the shareholders. Additionally, Oregon law provides that amendments to our Articles of Incorporation, which would have the effect of adversely altering the rights, powers or preferences of a given class of stock, must be approved by the class of stock adversely affected by the proposed amendment. As a result, the undistributed earnings for each year are allocated based on the participation rights of the Class A and Class B common shares as if the earnings for the year had been distributed. Because the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. | |||||||||||||||||
Following is a reconciliation of the income from continuing operations and weighted average shares used for our basic earnings per share (“EPS”) and diluted EPS for the three- and nine-month periods ended September 30, 2013 and 2012 (in thousands, except per share amounts): | |||||||||||||||||
Three Months Ended September 30, | 2013 | 2012 | |||||||||||||||
Basic EPS from Continuing | Class A | Class B | Class A | Class B | |||||||||||||
Operations | |||||||||||||||||
Numerator: | |||||||||||||||||
Income from continuing operations applicable to common stockholders | $ | 27,831 | $ | 3,060 | $ | 20,073 | $ | 3,019 | |||||||||
Distributed income applicable to common stockholders | (3,030 | ) | (333 | ) | (2,212 | ) | (333 | ) | |||||||||
Basic undistributed income from continuing operations applicable to common stockholders | $ | 24,801 | $ | 2,727 | $ | 17,861 | $ | 2,686 | |||||||||
Denominator: | |||||||||||||||||
Weighted average number of shares outstanding used to calculate basic income per share | 23,304 | 2,562 | 22,139 | 3,330 | |||||||||||||
Basic income per share from continuing operations applicable to common stockholders | $ | 1.19 | $ | 1.19 | $ | 0.91 | $ | 0.91 | |||||||||
Basic distributed income per share from continuing operations applicable to common stockholders | (0.13 | ) | (0.13 | ) | (0.10 | ) | (0.10 | ) | |||||||||
Basic undistributed income per share from continuing operations applicable to common stockholders | $ | 1.06 | $ | 1.06 | $ | 0.81 | $ | 0.81 | |||||||||
Three Months Ended September 30, | 2013 | 2012 | |||||||||||||||
Diluted EPS from Continuing | Class A | Class B | Class A | Class B | |||||||||||||
Operations | |||||||||||||||||
Numerator: | |||||||||||||||||
Distributed income applicable to common stockholders | $ | 3,030 | $ | 333 | $ | 2,212 | $ | 333 | |||||||||
Reallocation of distributed income as a result of conversion of dilutive stock options | 5 | (5 | ) | 6 | (6 | ) | |||||||||||
Reallocation of distributed income due to conversion of Class B to Class A common shares outstanding | 328 | - | 327 | - | |||||||||||||
Diluted distributed income applicable to common stockholders | $ | 3,363 | $ | 328 | $ | 2,545 | $ | 327 | |||||||||
Undistributed income from continuing operations applicable to common stockholders | $ | 24,801 | $ | 2,727 | $ | 17,861 | $ | 2,686 | |||||||||
Reallocation of undistributed income as a result of conversion of dilutive stock options | 39 | (39 | ) | 49 | (49 | ) | |||||||||||
Reallocation of undistributed income due to conversion of Class B to Class A | 2,688 | - | 2,637 | - | |||||||||||||
Diluted undistributed income from continuing operations applicable to common stockholders | $ | 27,528 | $ | 2,688 | $ | 20,547 | $ | 2,637 | |||||||||
Denominator: | |||||||||||||||||
Weighted average number of shares outstanding used to calculate basic income per share from continuing operations | 23,304 | 2,562 | 22,139 | 3,330 | |||||||||||||
Weighted average number of shares from stock options | 371 | - | 478 | - | |||||||||||||
Conversion of Class B to Class A common shares outstanding | 2,562 | - | 3,330 | - | |||||||||||||
Weighted average number of shares outstanding used to calculate diluted income per share from continuing operations | 26,237 | 2,562 | 25,947 | 3,330 | |||||||||||||
Diluted income per share from continuing operations applicable to common stockholders | $ | 1.18 | $ | 1.18 | $ | 0.89 | $ | 0.89 | |||||||||
Diluted distributed income per share from continuing operations applicable to common stockholders | (0.13 | ) | (0.13 | ) | (0.10 | ) | (0.10 | ) | |||||||||
Diluted undistributed income per share from continuing operations applicable to common stockholders | $ | 1.05 | $ | 1.05 | $ | 0.79 | $ | 0.79 | |||||||||
Three Months Ended September 30, | 2013 | 2012 | |||||||||||||||
Diluted EPS | Class A | Class B | Class A | Class B | |||||||||||||
Antidilutive Securities | |||||||||||||||||
Shares issuable pursuant to stock options not included since they were antidilutive | 14 | - | - | - | |||||||||||||
Nine Months Ended September 30, | 2013 | 2012 | |||||||||||||||
Basic EPS from Continuing | Class A | Class B | Class A | Class B | |||||||||||||
Operations | |||||||||||||||||
Numerator: | |||||||||||||||||
Income from continuing operations applicable to common stockholders | $ | 70,063 | $ | 7,991 | $ | 51,525 | $ | 8,206 | |||||||||
Distributed income applicable to common stockholders | (6,031 | ) | (688 | ) | (5,989 | ) | (954 | ) | |||||||||
Basic undistributed income from continuing operations applicable to common stockholders | $ | 64,032 | $ | 7,303 | $ | 45,536 | $ | 7,252 | |||||||||
Denominator: | |||||||||||||||||
Weighted average number of shares outstanding used to calculate basic income per share | 23,137 | 2,639 | 22,195 | 3,535 | |||||||||||||
Basic income per share from continuing operations applicable to common stockholders | $ | 3.03 | $ | 3.03 | $ | 2.32 | $ | 2.32 | |||||||||
Basic distributed income per share from continuing operations applicable to common stockholders | (0.26 | ) | (0.26 | ) | (0.27 | ) | (0.27 | ) | |||||||||
Basic undistributed income per share from continuing operations applicable to common stockholders | $ | 2.77 | $ | 2.77 | $ | 2.05 | $ | 2.05 | |||||||||
Nine Months Ended September 30, | 2013 | 2012 | |||||||||||||||
Diluted EPS from Continuing | Class A | Class B | Class A | Class B | |||||||||||||
Operations | |||||||||||||||||
Numerator: | |||||||||||||||||
Distributed income applicable to common stockholders | $ | 6,031 | $ | 688 | $ | 5,989 | $ | 954 | |||||||||
Reallocation of distributed income as a result of conversion of dilutive stock options | 10 | (10 | ) | 17 | (17 | ) | |||||||||||
Reallocation of distributed income due to conversion of Class B to Class A common shares outstanding | 678 | - | 937 | - | |||||||||||||
Diluted distributed income applicable to common stockholders | $ | 6,719 | $ | 678 | $ | 6,943 | $ | 937 | |||||||||
Undistributed income from continuing operations applicable to common stockholders | $ | 64,032 | $ | 7,303 | $ | 45,536 | $ | 7,252 | |||||||||
Reallocation of undistributed income as a result of conversion of dilutive stock options | 107 | (107 | ) | 130 | (130 | ) | |||||||||||
Reallocation of undistributed income due to conversion of Class B to Class A | 7,196 | - | 7,122 | - | |||||||||||||
Diluted undistributed income from continuing operations applicable to common stockholders | $ | 71,335 | $ | 7,196 | $ | 52,788 | $ | 7,122 | |||||||||
Denominator: | |||||||||||||||||
Weighted average number of shares outstanding used to calculate basic income per share from continuing operations | 23,137 | 2,639 | 22,195 | 3,535 | |||||||||||||
Weighted average number of shares from stock options | 383 | - | 473 | - | |||||||||||||
Conversion of Class B to Class A common shares outstanding | 2,639 | - | 3,535 | - | |||||||||||||
Weighted average number of shares outstanding used to calculate diluted income per share from continuing operations | 26,159 | 2,639 | 26,203 | 3,535 | |||||||||||||
Diluted income per share from continuing operations applicable to common stockholders | $ | 2.98 | $ | 2.98 | $ | 2.28 | $ | 2.28 | |||||||||
Diluted distributed income per share from continuing operations applicable to common stockholders | (0.26 | ) | (0.26 | ) | (0.26 | ) | (0.26 | ) | |||||||||
Diluted undistributed income per share from continuing operations applicable to common stockholders | $ | 2.72 | $ | 2.72 | $ | 2.02 | $ | 2.02 | |||||||||
Nine Months Ended September 30, | 2013 | 2012 | |||||||||||||||
Diluted EPS | Class A | Class B | Class A | Class B | |||||||||||||
Antidilutive Securities | |||||||||||||||||
Shares issuable pursuant to stock options not included since they were antidilutive | 17 | - | 90 | - | |||||||||||||
Note_13_Subsequent_Events
Note 13 - Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 13. Subsequent Events |
Acquisitions | |
On October 7, 2013, we acquired the inventory, equipment, real estate and intangible assets of, and assumed certain liabilities related to, Stockton Nissan Kia in Stockton, California, from Stockton Automotive Development, LLC and Fresno Automotive Development, LP. We paid $18.9 million in cash for this acquisition. | |
On October 24, 2013, we acquired the inventory, equipment, real estate and intangible assets of, and assumed certain liabilities related to, Fresno Lincoln Volvo in Fresno, California, from Robert B. Kopf, Inc. and R & V Wilson, Inc. We paid $8.5 million in cash for this acquisition. | |
As of October 25, 2013, the initial accounting for determining the acquisition-date fair value for each major class of assets acquired, including goodwill, and liabilities assumed was not yet complete for these acquisitions. | |
Common Stock Dividend | |
On October 21, 2013, our Board of Directors approved a dividend of $0.13 per share on our Class A and Class B Common stock related to our third quarter 2013 financial results. The dividend will total approximately $3.4 million and will be paid on November 22, 2013 to shareholders of record on November 8, 2013. | |
Related Party Transaction | |
On October 25, 2013, we entered into an agreement for the sale of 11.9 acres of unimproved land in Medford, Oregon for an aggregate price of $4.1 million with Dick Heimann, a director and our Vice Chairman. The land is part of a planned auto mall at which several dealerships, including Lithia-owned stores, will be relocated. Mr. Heimann plans to relocate the Medford BMW, Nissan and Volkswagen stores, which are 80% owned by him and 20% owned by Lithia, to this new location. We used an independent appraisal to determine the sale price for the unimproved land. The transaction will result in a gain to the Company of $2.5 million. | |
The terms of the transaction were reviewed and approved by the Audit Committee of our Board of Directors which determined that the transaction would benefit Lithia by attracting more potential purchasers to a single location and was on terms no less favorable to Lithia than the terms we could have obtained from an unaffiliated party. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation |
These condensed Consolidated Financial Statements contain unaudited information as of September 30, 2013 and for the three- and nine-month periods ended September 30, 2013 and 2012. The unaudited interim financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain disclosures required by accounting principles generally accepted in the United States of America for annual financial statements are not included herein. In management’s opinion, these unaudited financial statements reflect all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the information when read in conjunction with our 2012 audited Consolidated Financial Statements and the related notes thereto. The financial information as of December 31, 2012 is derived from our 2012 Annual Report on Form 10-K. The interim condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in our 2012 Annual Report on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. | |
Reclassification, Policy [Policy Text Block] | Reclassifications |
Certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements to maintain consistency and comparability between periods presented. | |
These reclassifications had no impact on previously reported net income. |
Note_2_Accounts_Receivable_Tab
Note 2 - Accounts Receivable (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Receivables [Abstract] | |||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | September 30, | December 31, | |||||||
2013 | 2012 | ||||||||
Contracts in transit | $ | 66,516 | $ | 65,597 | |||||
Trade receivables | 33,252 | 25,885 | |||||||
Vehicle receivables | 22,308 | 21,298 | |||||||
Manufacturer receivables | 25,098 | 25,658 | |||||||
147,174 | 138,438 | ||||||||
Less: Allowance | (153 | ) | (336 | ) | |||||
Less: Long-term portion of accounts receivable, net | (6,935 | ) | (4,953 | ) | |||||
Total accounts receivable, net | $ | 140,086 | $ | 133,149 |
Note_3_Inventories_Tables
Note 3 - Inventories (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Schedule of Inventory, Current [Table Text Block] | September 30, | December 31, | |||||||
2013 | 2012 | ||||||||
New vehicles | $ | 565,017 | $ | 563,275 | |||||
Used vehicles | 158,156 | 130,529 | |||||||
Parts and accessories | 32,525 | 29,522 | |||||||
Total inventories | $ | 755,698 | $ | 723,326 |
Note_4_Goodwill_Tables
Note 4 - Goodwill (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Disclosure Text Block Supplement [Abstract] | |||||
Schedule of Goodwill [Table Text Block] | Goodwill | ||||
Balance as of December, 31, 2011, gross | $ | 318,224 | |||
Accumulated impairment loss | (299,266 | ) | |||
Balance as of December 31, 2011, net | 18,958 | ||||
Additions through acquisitions | 13,710 | ||||
Goodwill allocated to dispositions | (621 | ) | |||
Balance as of December 31, 2012, net | 32,047 | ||||
Additions through acquisitions | 8,266 | ||||
Balance as of September 30, 2013, net | $ | 40,313 |
Note_6_Stockholders_Equity_Tab
Note 6 - Stockholders' Equity (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Three Months | Nine Months | Affected Line Item in the | |||||||
Ended | Ended | Consolidated Statements | ||||||||
September | September | of Operations | ||||||||
30, 2013 | 30, 2013 | |||||||||
Loss on cash flow hedges | $ | (134 | ) | $ | (606 | ) | Floor plan interest expense | |||
Income Taxes | 51 | 232 | Income tax provision | |||||||
Loss on cash flow hedges, net | $ | (83 | ) | $ | (374 | ) | ||||
Schedule of Dividends Payable [Table Text Block] | Quarter paid: | Dividend | Total amount of | |||||||
amount per | dividend (in | |||||||||
share | thousands) | |||||||||
First quarter | $ | * | $ | * | ||||||
Second quarter | 0.13 | 3,356 | ||||||||
Third quarter | 0.13 | 3,363 |
Note_7_Deferred_Compensation_a1
Note 7 - Deferred Compensation and Long-term Incentive Plans (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||
Schedule of Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits by Title of Individual and Type of Deferred Compensation [Table Text Block] | Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Compensation expense | $ | 357 | $ | 299 | $ | 1,042 | $ | 876 |
Note_8_Fair_Value_Measurements1
Note 8 - Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | Fair Value at September 30, 2013 | Level 1 | Level 2 | Level 3 | |||||||||
Measured on a recurring basis: | |||||||||||||
Derivative contracts, net | $ | - | $ | (3,166 | ) | $ | - | ||||||
Fair Value at December 31, 2012 | Level 1 | Level 2 | Level 3 | ||||||||||
Measured on a recurring basis: | |||||||||||||
Derivative contracts, net | $ | - | $ | (4,679 | ) | $ | - | ||||||
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | September 30, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Carrying value | $ | 133,994 | $ | 130,469 | |||||||||
Fair value | 135,010 | 134,688 |
Note_9_Derivative_Financial_In1
Note 9 - Derivative Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | Balance Sheet Information | Fair Value of Liability Derivatives | |||||||||||||
Derivatives Designated as Hedging | Location in Balance | September 30, | |||||||||||||
Instruments | Sheet | 2013 | |||||||||||||
Interest Rate Swap Contracts | Accrued liabilities | $ | 1,217 | ||||||||||||
Other long-term liabilities | 1,949 | ||||||||||||||
$ | 3,166 | ||||||||||||||
Balance Sheet Information | Fair Value of Liability Derivatives | ||||||||||||||
Derivatives Designated as Hedging | Location in Balance | December 31, | |||||||||||||
Instruments | Sheet | 2012 | |||||||||||||
Interest Rate Swap Contracts | Accrued liabilities | $ | 1,839 | ||||||||||||
Other long-term liabilities | 2,840 | ||||||||||||||
$ | 4,679 | ||||||||||||||
Derivative Instruments, Gain (Loss) [Table Text Block] | Derivatives in Cash | Amount of | Location of | Amount of Loss | Location of | Amount of | |||||||||
Flow Hedging | Gain | Loss | Reclassified | Loss | Loss | ||||||||||
Relationships | Recognized | Reclassified | from | Recognized in | Recognized in | ||||||||||
in | from | Accumulated | Income on | Income on | |||||||||||
Accumulated | Accumulated | OCI into Income | Derivative | Derivative | |||||||||||
OCI (Effective | OCI into Income | (Effective | (Ineffective | (Ineffective | |||||||||||
Portion) | (Effective | Portion) | Portion and | Portion and | |||||||||||
Portion) | Amount | Amount | |||||||||||||
Excluded from | Excluded from | ||||||||||||||
Effectiveness | Effectiveness | ||||||||||||||
Testing) | Testing) | ||||||||||||||
Three Months Ended | |||||||||||||||
30-Sep-13 | |||||||||||||||
Interest Rate Swap Contracts | $ | 18 | Floor plan | $ | (134 | ) | Floor plan | $ | (173 | ) | |||||
interest expense | interest expense | ||||||||||||||
Three Months Ended | |||||||||||||||
30-Sep-12 | |||||||||||||||
Interest Rate Swap Contracts | $ | 476 | Floor plan | $ | (309 | ) | Floor plan | $ | (788 | ) | |||||
interest expense | interest expense | ||||||||||||||
Derivatives in Cash | Amount of | Location of | Amount of Loss | Location of | Amount of | ||||||||||
Flow Hedging | Gain | Loss | Reclassified | Loss | Loss | ||||||||||
Relationships | Recognized | Reclassified | from | Recognized in | Recognized in | ||||||||||
in | from | Accumulated | Income on | Income on | |||||||||||
Accumulated | Accumulated | OCI into Income | Derivative | Derivative | |||||||||||
OCI (Effective | OCI into Income | (Effective | (Ineffective | (Ineffective | |||||||||||
Portion) | (Effective | Portion) | Portion and | Portion and | |||||||||||
Portion) | Amount | Amount | |||||||||||||
Excluded from | Excluded from | ||||||||||||||
Effectiveness | Effectiveness | ||||||||||||||
Testing) | Testing) | ||||||||||||||
Nine Months Ended | |||||||||||||||
30-Sep-13 | |||||||||||||||
Interest Rate Swap Contracts | $ | 914 | Floor plan | $ | (606 | ) | Floor plan | $ | (1,064 | ) | |||||
interest expense | interest expense | ||||||||||||||
Nine Months Ended | |||||||||||||||
30-Sep-12 | |||||||||||||||
Interest Rate Swap Contracts | $ | 998 | Floor plan | $ | (1,067 | ) | Floor plan | $ | (2,172 | ) | |||||
interest expense | interest expense |
Note_10_Acquisitions_Tables
Note 10 - Acquisitions (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Business Combinations [Abstract] | |||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Consideration | ||||||||
Cash paid, net of cash acquired | $ | 31,786 | |||||||
Assets | |||||||||
Acquired and | |||||||||
Liabilities | |||||||||
Assumed | |||||||||
Inventories | $ | 15,198 | |||||||
Franchise value | 4,036 | ||||||||
Property, plant and equipment | 4,697 | ||||||||
Other assets | 122 | ||||||||
Other liabilities | (533 | ) | |||||||
23,520 | |||||||||
Goodwill | 8,266 | ||||||||
$ | 31,786 | ||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended September 30, | 2013 | 2012 | ||||||
Revenue | $ | 1,069,290 | $ | 909,029 | |||||
Income from continuing operations, net of tax | 30,891 | 23,409 | |||||||
Basic income per share from continuing operations, net of tax | 1.19 | 0.92 | |||||||
Diluted income per share from continuing operations, net of tax | 1.18 | 0.9 | |||||||
Nine Months Ended September 30, | 2013 | 2012 | |||||||
Revenue | $ | 3,019,726 | $ | 2,548,136 | |||||
Income from continuing operations, net of tax | 78,500 | 60,777 | |||||||
Basic income per share from continuing operations, net of tax | 3.05 | 2.36 | |||||||
Diluted income per share from continuing operations, net of tax | 3 | 2.32 |
Note_11_Discontinued_Operation1
Note 11 - Discontinued Operations (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenue | $ | 8,712 | $ | 24,409 | $ | 27,590 | $ | 69,838 | |||||||||
Pre-tax gain from discontinued operations | $ | 236 | $ | 657 | $ | 929 | $ | 1,685 | |||||||||
Loss on disposal activities | - | (397 | ) | - | (397 | ) | |||||||||||
236 | 260 | 929 | 1,288 | ||||||||||||||
Income tax expense | (109 | ) | (109 | ) | (355 | ) | (489 | ) | |||||||||
Income from discontinued operations, net of income tax expense | $ | 127 | $ | 151 | $ | 574 | $ | 799 | |||||||||
Cash generated from disposal activities | $ | - | $ | - | $ | - | $ | 2,901 | |||||||||
Floor plan debt paid in connection with disposal activities | $ | - | $ | - | $ | - | $ | 6,712 | |||||||||
Disclosure of Long Lived Assets Held-for-sale [Table Text Block] | 30-Sep-13 | 31-Dec-12 | |||||||||||||||
Inventories | $ | 8,597 | $ | 9,412 | |||||||||||||
Property, plant and equipment | 1,177 | 1,102 | |||||||||||||||
Intangible assets | 2,071 | 2,065 | |||||||||||||||
$ | 11,845 | $ | 12,579 | ||||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||||||
Floor plan notes payable | $ | 7,403 | $ | 8,347 |
Note_12_Net_Income_Per_Share_o1
Note 12 - Net Income Per Share of Class A and Class B Common Stock (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, | 2013 | 2012 | ||||||||||||||
Basic EPS from Continuing | Class A | Class B | Class A | Class B | |||||||||||||
Operations | |||||||||||||||||
Numerator: | |||||||||||||||||
Income from continuing operations applicable to common stockholders | $ | 27,831 | $ | 3,060 | $ | 20,073 | $ | 3,019 | |||||||||
Distributed income applicable to common stockholders | (3,030 | ) | (333 | ) | (2,212 | ) | (333 | ) | |||||||||
Basic undistributed income from continuing operations applicable to common stockholders | $ | 24,801 | $ | 2,727 | $ | 17,861 | $ | 2,686 | |||||||||
Denominator: | |||||||||||||||||
Weighted average number of shares outstanding used to calculate basic income per share | 23,304 | 2,562 | 22,139 | 3,330 | |||||||||||||
Basic income per share from continuing operations applicable to common stockholders | $ | 1.19 | $ | 1.19 | $ | 0.91 | $ | 0.91 | |||||||||
Basic distributed income per share from continuing operations applicable to common stockholders | (0.13 | ) | (0.13 | ) | (0.10 | ) | (0.10 | ) | |||||||||
Basic undistributed income per share from continuing operations applicable to common stockholders | $ | 1.06 | $ | 1.06 | $ | 0.81 | $ | 0.81 | |||||||||
Three Months Ended September 30, | 2013 | 2012 | |||||||||||||||
Diluted EPS from Continuing | Class A | Class B | Class A | Class B | |||||||||||||
Operations | |||||||||||||||||
Numerator: | |||||||||||||||||
Distributed income applicable to common stockholders | $ | 3,030 | $ | 333 | $ | 2,212 | $ | 333 | |||||||||
Reallocation of distributed income as a result of conversion of dilutive stock options | 5 | (5 | ) | 6 | (6 | ) | |||||||||||
Reallocation of distributed income due to conversion of Class B to Class A common shares outstanding | 328 | - | 327 | - | |||||||||||||
Diluted distributed income applicable to common stockholders | $ | 3,363 | $ | 328 | $ | 2,545 | $ | 327 | |||||||||
Undistributed income from continuing operations applicable to common stockholders | $ | 24,801 | $ | 2,727 | $ | 17,861 | $ | 2,686 | |||||||||
Reallocation of undistributed income as a result of conversion of dilutive stock options | 39 | (39 | ) | 49 | (49 | ) | |||||||||||
Reallocation of undistributed income due to conversion of Class B to Class A | 2,688 | - | 2,637 | - | |||||||||||||
Diluted undistributed income from continuing operations applicable to common stockholders | $ | 27,528 | $ | 2,688 | $ | 20,547 | $ | 2,637 | |||||||||
Denominator: | |||||||||||||||||
Weighted average number of shares outstanding used to calculate basic income per share from continuing operations | 23,304 | 2,562 | 22,139 | 3,330 | |||||||||||||
Weighted average number of shares from stock options | 371 | - | 478 | - | |||||||||||||
Conversion of Class B to Class A common shares outstanding | 2,562 | - | 3,330 | - | |||||||||||||
Weighted average number of shares outstanding used to calculate diluted income per share from continuing operations | 26,237 | 2,562 | 25,947 | 3,330 | |||||||||||||
Diluted income per share from continuing operations applicable to common stockholders | $ | 1.18 | $ | 1.18 | $ | 0.89 | $ | 0.89 | |||||||||
Diluted distributed income per share from continuing operations applicable to common stockholders | (0.13 | ) | (0.13 | ) | (0.10 | ) | (0.10 | ) | |||||||||
Diluted undistributed income per share from continuing operations applicable to common stockholders | $ | 1.05 | $ | 1.05 | $ | 0.79 | $ | 0.79 | |||||||||
Three Months Ended September 30, | 2013 | 2012 | |||||||||||||||
Diluted EPS | Class A | Class B | Class A | Class B | |||||||||||||
Antidilutive Securities | |||||||||||||||||
Shares issuable pursuant to stock options not included since they were antidilutive | 14 | - | - | - | |||||||||||||
Nine Months Ended September 30, | 2013 | 2012 | |||||||||||||||
Basic EPS from Continuing | Class A | Class B | Class A | Class B | |||||||||||||
Operations | |||||||||||||||||
Numerator: | |||||||||||||||||
Income from continuing operations applicable to common stockholders | $ | 70,063 | $ | 7,991 | $ | 51,525 | $ | 8,206 | |||||||||
Distributed income applicable to common stockholders | (6,031 | ) | (688 | ) | (5,989 | ) | (954 | ) | |||||||||
Basic undistributed income from continuing operations applicable to common stockholders | $ | 64,032 | $ | 7,303 | $ | 45,536 | $ | 7,252 | |||||||||
Denominator: | |||||||||||||||||
Weighted average number of shares outstanding used to calculate basic income per share | 23,137 | 2,639 | 22,195 | 3,535 | |||||||||||||
Basic income per share from continuing operations applicable to common stockholders | $ | 3.03 | $ | 3.03 | $ | 2.32 | $ | 2.32 | |||||||||
Basic distributed income per share from continuing operations applicable to common stockholders | (0.26 | ) | (0.26 | ) | (0.27 | ) | (0.27 | ) | |||||||||
Basic undistributed income per share from continuing operations applicable to common stockholders | $ | 2.77 | $ | 2.77 | $ | 2.05 | $ | 2.05 | |||||||||
Nine Months Ended September 30, | 2013 | 2012 | |||||||||||||||
Diluted EPS from Continuing | Class A | Class B | Class A | Class B | |||||||||||||
Operations | |||||||||||||||||
Numerator: | |||||||||||||||||
Distributed income applicable to common stockholders | $ | 6,031 | $ | 688 | $ | 5,989 | $ | 954 | |||||||||
Reallocation of distributed income as a result of conversion of dilutive stock options | 10 | (10 | ) | 17 | (17 | ) | |||||||||||
Reallocation of distributed income due to conversion of Class B to Class A common shares outstanding | 678 | - | 937 | - | |||||||||||||
Diluted distributed income applicable to common stockholders | $ | 6,719 | $ | 678 | $ | 6,943 | $ | 937 | |||||||||
Undistributed income from continuing operations applicable to common stockholders | $ | 64,032 | $ | 7,303 | $ | 45,536 | $ | 7,252 | |||||||||
Reallocation of undistributed income as a result of conversion of dilutive stock options | 107 | (107 | ) | 130 | (130 | ) | |||||||||||
Reallocation of undistributed income due to conversion of Class B to Class A | 7,196 | - | 7,122 | - | |||||||||||||
Diluted undistributed income from continuing operations applicable to common stockholders | $ | 71,335 | $ | 7,196 | $ | 52,788 | $ | 7,122 | |||||||||
Denominator: | |||||||||||||||||
Weighted average number of shares outstanding used to calculate basic income per share from continuing operations | 23,137 | 2,639 | 22,195 | 3,535 | |||||||||||||
Weighted average number of shares from stock options | 383 | - | 473 | - | |||||||||||||
Conversion of Class B to Class A common shares outstanding | 2,639 | - | 3,535 | - | |||||||||||||
Weighted average number of shares outstanding used to calculate diluted income per share from continuing operations | 26,159 | 2,639 | 26,203 | 3,535 | |||||||||||||
Diluted income per share from continuing operations applicable to common stockholders | $ | 2.98 | $ | 2.98 | $ | 2.28 | $ | 2.28 | |||||||||
Diluted distributed income per share from continuing operations applicable to common stockholders | (0.26 | ) | (0.26 | ) | (0.26 | ) | (0.26 | ) | |||||||||
Diluted undistributed income per share from continuing operations applicable to common stockholders | $ | 2.72 | $ | 2.72 | $ | 2.02 | $ | 2.02 | |||||||||
Nine Months Ended September 30, | 2013 | 2012 | |||||||||||||||
Diluted EPS | Class A | Class B | Class A | Class B | |||||||||||||
Antidilutive Securities | |||||||||||||||||
Shares issuable pursuant to stock options not included since they were antidilutive | 17 | - | 90 | - |
Note_2_Accounts_Receivable_Det
Note 2 - Accounts Receivable (Details) - Accounts Receivable (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | $147,174 | $138,438 |
Less: Allowance | -153 | -336 |
Less: Long-term portion of accounts receivable, net | -6,935 | -4,953 |
Total accounts receivable, net | 140,086 | 133,149 |
Contracts in Transit [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | 66,516 | 65,597 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | 33,252 | 25,885 |
Vehicle Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | 22,308 | 21,298 |
Manufacturer Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | $25,098 | $25,658 |
Note_3_Inventories_Details_Inv
Note 3 - Inventories (Details) - Inventories (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ||
Inventories, net | $755,698 | $723,326 |
New Vehicle [Member] | ||
Inventory [Line Items] | ||
Inventories, net | 565,017 | 563,275 |
Used Vehicle [Member] | ||
Inventory [Line Items] | ||
Inventories, net | 158,156 | 130,529 |
Parts and Accessories [Member] | ||
Inventory [Line Items] | ||
Inventories, net | $32,525 | $29,522 |
Note_4_Goodwill_Details_Goodwi
Note 4 - Goodwill (Details) - Goodwill (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Goodwill [Abstract] | ||
Balance as of December, 31, 2011, gross | $318,224 | |
Accumulated impairment loss | -299,266 | |
Goodwill balance, net | 32,047 | 18,958 |
Additions through acquisitions | 8,266 | 13,710 |
Goodwill allocated to dispositions | -621 | |
Goodwill balance, net | $40,313 | $32,047 |
Note_5_Commitments_and_Conting1
Note 5 - Commitments and Contingencies (Details) (USD $) | Jun. 30, 2013 | Dec. 31, 2006 |
Per Violation [Member] | ||
Note 5 - Commitments and Contingencies (Details) [Line Items] | ||
Loss Contingency, Damages Sought, Value | $500 | |
Loss Contingency, Estimate of Possible Loss | $3,800,000 |
Note_6_Stockholders_Equity_Det
Note 6 - Stockholders' Equity (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 26 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 31, 2012 | Aug. 31, 2011 |
Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | |||||
Related to Tax Withholdings [Member] | |||||||||
Note 6 - Stockholders' Equity (Details) [Line Items] | |||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 1,000,000 | 2,000,000 | |||||||
Stock Repurchased During Period, Shares | 127,900 | 1,273,047 | |||||||
Treasury Stock Acquired, Average Cost Per Share (in Dollars per share) | $45.04 | $40.76 | |||||||
Stock Repurchased During Period, Value (in Dollars) | $5.20 | ||||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 1,726,953 | ||||||||
Shares Paid for Tax Withholding for Share Based Compensation | 59,721 | ||||||||
Adjustments Related to Tax Withholding for Share-based Compensation (in Dollars) | $2.70 | ||||||||
Common Stock, Dividends, Per Share, Cash Paid (in Dollars per share) | $0.10 | $0.13 | $0.13 | $0 |
Note_6_Stockholders_Equity_Det1
Note 6 - Stockholders' Equity (Details) - Reclassification from Accumulated Other Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
Reclassification from Accumulated Other Comprehensive Loss [Abstract] | ||
Loss on cash flow hedges | ($134) | ($606) |
Income Taxes | 51 | 232 |
Loss on cash flow hedges, net | ($83) | ($374) |
Note_6_Stockholders_Equity_Det2
Note 6 - Stockholders' Equity (Details) - Dividends paid (USD $) | 1 Months Ended | 3 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 |
Dividends paid [Abstract] | ||||
Dividend amount per share | $0.10 | $0.13 | $0.13 | $0 |
Total amount of dividend (in Dollars) | $3,363 | $3,356 | $0 |
Note_7_Deferred_Compensation_a2
Note 7 - Deferred Compensation and Long-term Incentive Plans (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Note 7 - Deferred Compensation and Long-term Incentive Plans (Details) [Line Items] | ||
Deferred Compensation Arrangement with Individual, Employer Contribution | $2.10 | |
Guaranteed Return | 5.25% | |
Deferred Compensation Liability, Classified, Noncurrent | $6.30 | $3.60 |
Minimum [Member] | ||
Note 7 - Deferred Compensation and Long-term Incentive Plans (Details) [Line Items] | ||
Deferred Compensation Arrangement with Individual, Requisite Service Period | 1 year | |
Maximum [Member] | ||
Note 7 - Deferred Compensation and Long-term Incentive Plans (Details) [Line Items] | ||
Deferred Compensation Arrangement with Individual, Requisite Service Period | 7 years |
Note_7_Deferred_Compensation_a3
Note 7 - Deferred Compensation and Long-term Incentive Plans (Details) - Compensation Expense (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Compensation Expense [Abstract] | ||||
Compensation expense | $357 | $299 | $1,042 | $876 |
Note_8_Fair_Value_Measurements2
Note 8 - Fair Value Measurements (Details) - Assets and Liabilities Measured at Fair Value (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative contracts, net | $0 | $0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative contracts, net | -3,166 | -4,679 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative contracts, net | $0 | $0 |
Note_8_Fair_Value_Measurements3
Note 8 - Fair Value Measurements (Details) - Long-term Fixed Interest Rate Debt (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Long-term Fixed Interest Rate Debt [Abstract] | ||
Carrying value | $133,994 | $130,469 |
Fair value | $135,010 | $134,688 |
Note_9_Derivative_Financial_In2
Note 9 - Derivative Financial Instruments (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Note 9 - Derivative Financial Instruments (Details) [Line Items] | |
Derivative Liability, Notional Amount (in Dollars) | $25 |
Derivative, Fixed Interest Rate | 5.59% |
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months (in Dollars) | $1.20 |
One-month LIBOR [Member] | |
Note 9 - Derivative Financial Instruments (Details) [Line Items] | |
Derivative, Variable Interest Rate | 0.18% |
Note_9_Derivative_Financial_In3
Note 9 - Derivative Financial Instruments (Details) - Fair Value of Derivative Instruments in Consolidated Balance Sheets (Designated as Hedging Instrument [Member], USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swap contracts | $3,166 | $4,679 |
Accounts Payable and Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swap contracts | 1,217 | 1,839 |
Other Noncurrent Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swap contracts | $1,949 | $2,840 |
Note_9_Derivative_Financial_In4
Note 9 - Derivative Financial Instruments (Details) - Effect of Derivative Instruments on Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain/(Loss) Recognized in OCI (Effective Portion) | $18 | $476 | $914 | $998 |
Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | -134 | -606 | ||
Floor Plan Interest Expense [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | -134 | -309 | -606 | -1,067 |
Amount of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | ($173) | ($788) | ($1,064) | ($2,172) |
Note_10_Acquisitions_Details
Note 10 - Acquisitions (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Business Combinations [Abstract] | |
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $26,800,000 |
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $286,000 |
Note_10_Acquisitions_Details_S
Note 10 - Acquisitions (Details) - Summary of Acquisition (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Summary of Acquisition [Abstract] | |||
Cash paid, net of cash acquired | $31,786 | $31,376 | |
Inventories | 15,198 | ||
Franchise value | 4,036 | ||
Property, plant and equipment | 4,697 | ||
Other assets | 122 | ||
Other liabilities | -533 | ||
23,520 | |||
Goodwill | 8,266 | 13,710 | |
$31,786 |
Note_10_Acquisitions_Details_B
Note 10 - Acquisitions (Details) - Business Acquisition, Unaudited Pro Forma Summary (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Business Acquisition, Unaudited Pro Forma Summary [Abstract] | ||||
Revenue (in Dollars) | $1,069,290 | $909,029 | $3,019,726 | $2,548,136 |
Income from continuing operations, net of tax (in Dollars) | $30,891 | $23,409 | $78,500 | $60,777 |
Basic income per share from continuing operations, net of tax | $1.19 | $0.92 | $3.05 | $2.36 |
Diluted income per share from continuing operations, net of tax | $1.18 | $0.90 | $3 | $2.32 |
Note_11_Discontinued_Operation2
Note 11 - Discontinued Operations (Details) - Financial Information Related to Discontinued Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Financial Information Related to Discontinued Operations [Abstract] | ||||
Revenue | $8,712 | $24,409 | $27,590 | $69,838 |
Pre-tax gain from discontinued operations | 236 | 657 | 929 | 1,685 |
Loss on disposal activities | -397 | -397 | ||
236 | 260 | 929 | 1,288 | |
Income tax expense | -109 | -109 | -355 | -489 |
Income from discontinued operations, net of income tax expense | 127 | 151 | 574 | 799 |
Cash generated from disposal activities | 2,901 | |||
Floor plan debt paid in connection with disposal activities | $6,712 |
Note_11_Discontinued_Operation3
Note 11 - Discontinued Operations (Details) - Assets and Related Liabilities Held for Sale (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $11,845 | $12,579 |
Floor plan notes payable | 7,403 | 8,347 |
Inventory [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 8,597 | 9,412 |
Property, Plant and Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 1,177 | 1,102 |
Intangible Assets [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $2,071 | $2,065 |
Note_12_Net_Income_Per_Share_o2
Note 12 - Net Income Per Share of Class A and Class B Common Stock (Details) - Earnings Per Share Reconciliation (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Numerator: | ||||
Income from continuing operations applicable to common stockholders | $30,891 | $23,092 | $78,054 | $59,731 |
Denominator: | ||||
Weighted average number of shares outstanding used to calculate basic income per share (in Shares) | 25,866 | 25,469 | 25,776 | 25,730 |
Weighted average number of shares outstanding used to calculate diluted income per share from continuing operations (in Shares) | 26,237 | 25,947 | 26,159 | 26,203 |
Diluted income per share from continuing operations applicable to common stockholders (in Dollars per share) | $1.18 | $0.89 | $2.98 | $2.28 |
Basic income per share from continuing operations applicable to common stockholders (in Dollars per share) | $1.19 | $0.91 | $3.03 | $2.32 |
Equity Option [Member] | Common Class A [Member] | ||||
Antidilutive Securities | ||||
Shares issuable pursuant to stock options not included since they were antidilutive (in Shares) | 14 | 17 | 90 | |
Common Class A [Member] | Basic [Member] | ||||
Numerator: | ||||
Distributed income applicable to common stockholders | -3,030 | -2,212 | -6,031 | -5,989 |
Numerator: | ||||
Distributed income applicable to common stockholders | 3,030 | 2,212 | 6,031 | 5,989 |
Common Class A [Member] | Distributed [Member] | ||||
Numerator: | ||||
Reallocation of income as a result of conversion of dilutive stock options | 5 | 6 | 10 | 17 |
Reallocation of income due to conversion of Class B to Class A | 328 | 327 | 678 | 937 |
Common Class A [Member] | Diluted [Member] | ||||
Numerator: | ||||
Distributed income applicable to common stockholders | -3,363 | -2,545 | -6,719 | -6,943 |
Numerator: | ||||
Distributed income applicable to common stockholders | 3,363 | 2,545 | 6,719 | 6,943 |
Common Class A [Member] | Undistributed [Member] | ||||
Numerator: | ||||
Reallocation of income as a result of conversion of dilutive stock options | 39 | 49 | 107 | 130 |
Reallocation of income due to conversion of Class B to Class A | 2,688 | 2,637 | 7,196 | 7,122 |
Common Class A [Member] | ||||
Numerator: | ||||
Income from continuing operations applicable to common stockholders | 27,831 | 20,073 | 70,063 | 51,525 |
Undistributed income from continuing operations applicable to common stockholders | 24,801 | 17,861 | 64,032 | 45,536 |
Denominator: | ||||
Weighted average number of shares outstanding used to calculate basic income per share (in Shares) | 23,304 | 22,139 | 23,137 | 22,195 |
Weighted average number of shares from stock options (in Shares) | 371 | 478 | 383 | 473 |
Conversion of Class B to Class A common shares outstanding (in Shares) | 2,562 | 3,330 | 2,639 | 3,535 |
Weighted average number of shares outstanding used to calculate diluted income per share from continuing operations (in Shares) | 26,237 | 25,947 | 26,159 | 26,203 |
Diluted income per share from continuing operations applicable to common stockholders (in Dollars per share) | $1.18 | $0.89 | $2.98 | $2.28 |
Diluted distributed income per share from continuing operations applicable to common stockholders (in Dollars per share) | ($0.13) | ($0.10) | ($0.26) | ($0.26) |
Diluted undistributed income per share from continuing operations applicable to common stockholders (in Dollars per share) | $1.05 | $0.79 | $2.72 | $2.02 |
Basic income per share from continuing operations applicable to common stockholders (in Dollars per share) | $1.19 | $0.91 | $3.03 | $2.32 |
Basic distributed income per share from continuing operations applicable to common stockholders (in Dollars per share) | ($0.13) | ($0.10) | ($0.26) | ($0.27) |
Basic undistributed income per share from continuing operations applicable to common stockholders (in Dollars per share) | $1.06 | $0.81 | $2.77 | $2.05 |
Numerator: | ||||
Diluted undistributed income from continuing operations applicable to common stockholders | 27,528 | 20,547 | 71,335 | 52,788 |
Common Class B [Member] | Basic [Member] | ||||
Numerator: | ||||
Distributed income applicable to common stockholders | -333 | -333 | -688 | -954 |
Numerator: | ||||
Distributed income applicable to common stockholders | 333 | 333 | 688 | 954 |
Common Class B [Member] | Distributed [Member] | ||||
Numerator: | ||||
Reallocation of income as a result of conversion of dilutive stock options | -5 | -6 | -10 | -17 |
Common Class B [Member] | Diluted [Member] | ||||
Numerator: | ||||
Distributed income applicable to common stockholders | -328 | -327 | -678 | -937 |
Numerator: | ||||
Distributed income applicable to common stockholders | 328 | 327 | 678 | 937 |
Common Class B [Member] | Undistributed [Member] | ||||
Numerator: | ||||
Reallocation of income as a result of conversion of dilutive stock options | -39 | -49 | -107 | -130 |
Common Class B [Member] | ||||
Numerator: | ||||
Income from continuing operations applicable to common stockholders | 3,060 | 3,019 | 7,991 | 8,206 |
Undistributed income from continuing operations applicable to common stockholders | 2,727 | 2,686 | 7,303 | 7,252 |
Denominator: | ||||
Weighted average number of shares outstanding used to calculate basic income per share (in Shares) | 2,562 | 3,330 | 2,639 | 3,535 |
Weighted average number of shares outstanding used to calculate diluted income per share from continuing operations (in Shares) | 2,562 | 3,330 | 2,639 | 3,535 |
Diluted income per share from continuing operations applicable to common stockholders (in Dollars per share) | $1.18 | $0.89 | $2.98 | $2.28 |
Diluted distributed income per share from continuing operations applicable to common stockholders (in Dollars per share) | ($0.13) | ($0.10) | ($0.26) | ($0.26) |
Diluted undistributed income per share from continuing operations applicable to common stockholders (in Dollars per share) | $1.05 | $0.79 | $2.72 | $2.02 |
Basic income per share from continuing operations applicable to common stockholders (in Dollars per share) | $1.19 | $0.91 | $3.03 | $2.32 |
Basic distributed income per share from continuing operations applicable to common stockholders (in Dollars per share) | ($0.13) | ($0.10) | ($0.26) | ($0.27) |
Basic undistributed income per share from continuing operations applicable to common stockholders (in Dollars per share) | $1.06 | $0.81 | $2.77 | $2.05 |
Numerator: | ||||
Diluted undistributed income from continuing operations applicable to common stockholders | $2,688 | $2,637 | $7,196 | $7,122 |
Note_13_Subsequent_Events_Deta
Note 13 - Subsequent Events (Details) (USD $) | 9 Months Ended | 0 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Oct. 25, 2013 | Oct. 07, 2013 | Oct. 25, 2013 | Nov. 22, 2013 | Oct. 21, 2013 | Oct. 25, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Sale of Unimproved Land [Member] | Stockton Nissan Kia, Stockton California [Member] | Fresno Lincoln Volvo, Fresno California [Member] | ||||||
acre | ||||||||
Note 13 - Subsequent Events (Details) [Line Items] | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $31,786,000 | $31,376,000 | $18,900,000 | $8,500,000 | ||||
Common Stock, Dividends, Per Share, Declared (in Dollars per share) | $0.13 | |||||||
Dividends, Common Stock, Cash | 3,400,000 | |||||||
Area of Real Estate Property (in Acres) | 11.9 | |||||||
Proceeds from Sale of Other Property, Plant, and Equipment | 4,100,000 | |||||||
Related Party Transaction Sale Ownership Percentage | 80.00% | |||||||
Equity Method Investment, Ownership Percentage | 20.00% | |||||||
Gain (Loss) on Disposition of Property Plant Equipment | ($107,000) | $378,000 | $2,500,000 |