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): July 26, 2005 O'REILLY AUTOMOTIVE, INC. (Exact Name of Registrant as Specified in Its Charter) Missouri 44-0618012 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (IRS Employer Identification No.) of Incorporation) 233 S. 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-d(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 July 26, 2005, O'Reilly Automotive, Inc. issued a press release announcing second quarter earnings. The text of the press release is attached hereto as Exhibit 99.1. Section 7 - Regulation FD ITEM 7.01. REGULATION FD DISCLOSURE On July 26, 2005, O'Reilly Automotive, Inc. issued a press release announcing second 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 July 26, 2005 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. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 29, 2005 O'REILLY AUTOMOTIVE, INC. By:/s/ James R. Batten ------------------------------------------- James R. Batten Executive Vice President of Finance Chief Financial Officer and Treasurer (principal financial officer) FOR IMMEDIATE RELEASE For further information contact: Greg Henslee Jim Batten (417) 862-3333 ________________________________________________________________________________ O'REILLY AUTOMOTIVE, INC. REPORTS RECORD 2005 SECOND QUARTER RESULTS 9.6% INCREASE IN COMPARABLE STORE PRODUCT SALES 26.7% INCREASE IN EARNINGS PER SHARE ________________________________________________________________________________ Springfield, MO, July 26, 2005 -- O'Reilly Automotive, Inc. ("O'Reilly" or "the Company") (Nasdaq: ORLY) today announced record revenues and earnings for the second quarter of 2005, representing 47 quarters of record revenues and earnings for O'Reilly since becoming a public company in April 1993. Net income, before cumulative effect of accounting change, for the second quarter ended June 30, 2005, totaled $42.9 million, up 27.3% from $33.7 million for the same period in 2004. Diluted earnings per common share, before cumulative effect of accounting change, for the second quarter of 2005 increased 26.7% to $0.38 on 113.1 million shares compared to $0.30 for the second quarter of 2004 on 111.4 million shares. Product sales for the three months ended June 30, 2005, totaled $521.2 million, up 19.8% from $435.2 million for the same period a year ago. Gross profit for the second quarter of 2005 increased to $229.0 million (or 43.9% of product sales) from $189.4 million (or 43.5% of product sales) for the second quarter of 2004, representing an increase of 20.9%. Operating, Selling, General and Administrative ("OSG&A") expenses increased to $160.8 million (or 30.9% of product sales) for the second quarter of 2005 from $135.2 million (or 31.1% of product sales) for the second quarter of 2004, representing an increase of 18.9%. Net income, before cumulative effect of accounting change, for the first six months of 2005 totaled $76.1 million, up 24.8% from $61.0 million for the same period a year ago. Diluted earnings per common share, before cumulative effect of accounting change, for the first six months of 2005 increased 21.8% to $0.67 on 112.8 million shares compared to $0.55 a year ago on 111.1 million shares. Product sales for the first six months of 2005 totaled $987.4 million, up 17.8% from $838.5 million for the same period a year ago. Gross profit for the first six months of 2005 increased to $425.1 million (or 43.1% of product sales) from $359.0 million (or 42.8% of product sales) for the same period a year ago, representing an increase of 18.4%. OSG&A expenses increased to $303.4 million (or 30.7% of product sales) for the first six months of 2005 from $260.8 million (or 31.1% of product sales) for the same period a year ago, representing an increase of 16.3%. Comparable store product sales for stores open at least one year increased 9.6% and 8.4% for the second quarter and first six months of 2005 respectively. On June 15, 2005, the Company issued dividend payments for all shareholders as of record on May 31, 2005, for a two-for-one stock split that was announced on May 24, 2005. "We're very proud of Team O'Reilly's outstanding second quarter performance. The 9.6% comparable store product sales increase was the result of the outstanding efforts of each team member to give every customer the best service in our business," said Greg Henslee, CEO and Co-President. "In addition to opening 41 stores during the quarter, we successfully closed our acquisition of Midwest Auto Parts which included 72 stores and 2 distribution centers in St. Paul, Minnesota, and Billings, Montana. We look forward to working with our new team members to grow the business in that region," said Ted Wise, COO and Co-President. The Company will host a conference call Wednesday, July 27, 2005, at 10:00 a.m. central time to discuss its results, as well as future expectations. Interested parties may listen to the conference call live on the Company's web site, www.oreillyauto.com, by clicking "News." A replay will also be available on the web site shortly after the call. O'Reilly Automotive, Inc. 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 installer markets. Founded in 1957 by the O'Reilly family, the Company operated 1,399 stores within the states of Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, Oklahoma, South Carolina, South Dakota, Tennessee, Texas, Virginia, Wisconsin and Wyoming as of June 30, 2005. 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. These statements can be identified by forward-looking words such as "expect," "believe," "anticipate," "good," "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 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 approvals, our ability to hire and retain qualified employees, risks associated with the integration 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 sections of the Company's Form 10-K for the year ended December 31, 2004, for more details. <page> O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS <table> <caption> June 30, December 31, 2005 2004 ------------ ------------ (Unaudited) (Note) (In thousands, except share data) Assets Current assets: Cash and cash equivalents $ 36,452 $ 69,028 Accounts receivable, net 75,481 60,928 Amounts receivable from vendors, net 47,304 52,976 Inventory 695,842 625,320 Other current assets 13,093 5,225 ------------ ------------ Total current assets 868,172 813,477 Property and equipment, at cost 895,448 791,794 Accumulated depreciation and amortization 248,527 224,301 ------------ ------------- Net property and equipment 646,921 567,493 Notes receivable, less current portion 31,290 21,690 Other assets, net 61,726 29,697 ------------ ------------ Total assets $ 1,608,109 $ 1,432,357 ============ ============ Liabilities and shareholders' equity Current liabilities: Income taxes payable $ 29,379 $ 9,736 Accounts payable 272,100 240,548 Accrued payroll 16,884 15,130 Accrued benefits and withholdings 43,596 35,794 Deferred income taxes 5,209 7,198 Other current liabilities 51,946 24,817 Current portion of long-term debt 75,587 592 ------------ ------------ Total current liabilities 494,701 333,815 Long-term debt, less current portion 25,471 100,322 Deferred income taxes 31,353 38,440 Other liabilities 12,998 11,963 Shareholders' equity: Common stock, $0.01 par value: Authorized shares - 250,000,000 Issued and outstanding shares - 111,816,886 at June 30, 2005, and 55,377,130 at December 31, 2004 1,118 554 Additional paid-in capital 346,278 326,650 Retained earnings 696,190 620,613 ------------ ------------ Total shareholders' equity 1,043,586 947,817 ------------ ------------ Total liabilities and shareholders' equity $ 1,608,109 $ 1,432,357 ============ ============ </table> Note: The balance sheet at December 31, 2004, has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements. <page> O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) <table> <caption> Three Months Ended Six Months Ended June 30, June 30, -------------------- -------------------- 2005 2004 2005 2004 --------- --------- --------- --------- (In thousands, except per share data) Product sales $ 521,209 $ 435,167 $ 987,448 $ 838,461 Cost of goods sold, including warehouse and distribution expenses 292,239 245,732 562,309 479,433 --------- --------- --------- --------- Gross profit 228,970 189,435 425,139 359,028 Operating, selling, general and administrative expenses 160,843 135,193 303,431 260,759 --------- --------- --------- --------- Operating income 68,127 54,242 121,708 98,269 Other income (expense), net 195 (438) (473) (884) --------- --------- --------- --------- Income before income taxes and cumulative effect of accounting change 68,322 53,804 121,235 97,385 Provision for income taxes 25,399 20,109 45,099 36,405 --------- --------- --------- --------- Income before cumulative effect of accounting change 42,923 33,695 76,136 60,980 Cumulative effect of accounting change, net of tax - - - 21,892 --------- --------- --------- --------- Net income $ 42,923 $ 33,695 $ 76,136 $ 82,872 ========= ========= ========= ========= Net income per common share: (1) Income before cumulative effect of accounting change $ 0.39 $ 0.31 $ 0.68 $ 0.56 Cumulative effect of accounting change, net of tax - - - 0.20 --------- --------- --------- --------- Net income $ 0.39 $ 0.31 $ 0.68 $ 0.76 ========= ========= ========= ========= Net income per common share - assuming dilution: (1) Income before cumulative effect of accounting change $ 0.38 $ 0.30 $ 0.67 $ 0.55 Cumulative effect of accounting change, net of tax - - - 0.20 --------- --------- --------- --------- Net income $ 0.38 $ 0.30 $ 0.67 $ 0.75 ========= ========= ========= ========= Weighted-average common shares outstanding - basic (1) 111,448 109,868 111,174 109,627 ========= ========= ========= ========= Adjusted weighted-average common shares outstanding - assuming dilution (1) 113,138 111,441 112,827 111,101 ========= ========= ========= ========= <fn> (1) On June 15, 2005, the Company completed a two-for-one split of its common stock. All share and per share amounts for the periods presented have been adjusted to reflect the effect of the stock split. </fn> </table> <page> O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES SELECTED FINANCIAL INFORMATION (Unaudited) <table> <caption> June 30, 2005 2004 ------- ------- Inventory turnover (1) 1.7 1.7 Inventory turnover, net of payables (2) 2.7 2.5 AP to inventory (3) 39.1% 38.8% Debt-to-capital (4) 8.8% 10.3% Return on equity (5) 13.8% 14.4% Return on assets (6) 9.0% 9.3% Square footage (in thousands) (7) 8,860 7,768 Store count: New stores, net (three months ended) (8) 113 38 Total stores 1,399 1,170 Total employment 19,426 17,203 <caption> Three Months Ended June 30, ------------------- 2005 2004 -------- -------- Other information (in thousands): Capital expenditures $ 56,924 $ 41,669 Depreciation & amortization $ 13,768 $ 11,670 Interest expense $ 1,034 $ 975 Lease & rental expense $ 10,615 $ 8,833 Sales per weighted-average square foot (9) $ 58.21 $ 55.98 Sales per weighted-average store (in thousands) (10) $ 388 $ 371 <fn> (1) Calculated as cost of sales for the last 12 months divided by average inventory. Average inventory is calculated as the simple average of beginning and ending inventory for the same period used in determining the numerator. (2) Calculated as cost of sales divided by average inventory less accounts payable. Average inventory is calculated as the simple average of beginning and ending inventory for the same period used in determining the numerator. (3) Accounts payable divided by inventory. (4) The sum of long-term debt and current portion of long-term debt, divided by the sum of long-term debt, current portion of long-term debt and total shareholders' equity. (5) Last 12 months net income divided by average shareholders' equity. Average shareholders' equity is calculated by taking a simple average of the beginning and ending shareholders' equity for the same period used in determining the numerator. (6) Last 12 months net income divided by average total assets. Average total assets is calculated by taking a simple average of the beginning and ending total assets for the same period used in determining the numerator. (7) Square footage calculation excludes stores acquired with Midwest Auto Parts. (8) Net new stores includes 72 new stores acquired with Midwest Auto Parts. (9) Total sales less jobber sales, divided by weighted-average square feet. Weighted-average sales per square foot is weighted to consider the approximate dates of store openings or expansions. This calculation excludes stores acquired with Midwest Auto Parts. (10) Total sales less jobber sales, divided by weighted-average stores. Weighted-average sales per store is weighted to consider the approximate dates of store openings or expansions. This calculation excludes stores acquired with Midwest Auto Parts. </fn> </table>