O'Reilly Automotive 10-Q 2023-03-31

Filed 2023-05-09. 2 sections, 103K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

​

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

For the quarterly period ended March 31, 2023

OR

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

For the transition period from ________ to ________

​

Graphic

O’REILLY AUTOMOTIVE, INC.

(Exact name of registrant as specified in its charter)

​

Missouri000-2131827-4358837
(State or other jurisdiction of​Commission file number​(I.R.S. Employer Identification No.)
incorporation or organization)​​​​

​

233 South Patterson Avenue

Springfield**,** Missouri 65802

(Address of principal executive offices, Zip code)

(417) 862-6708

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

​​​​​
Title of Each ClassTrading Symbol(s)Name of Each Exchange on which Registered
Common Stock,$0.01 par value​ORLY​The Nasdaq Stock Market LLC
​​​​(Nasdaq Global Select Market)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​​​​​​
Large accelerated filer☒Accelerated filer☐Emerging growth company☐
Non-accelerated filer☐Smaller reporting company☐​​

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: Common stock, $0.01 par value - 60,878,940 shares outstanding as of May 1, 2023.

​

​

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2023

TABLE OF CONTENTS

​

​Page
PART I - FINANCIAL INFORMATION​2
ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)​2
Condensed Consolidated Balance Sheets​2
Condensed Consolidated Statements of Income​3
Condensed Consolidated Statements of Comprehensive Income​4
Condensed Consolidated Statements of Shareholders’ Equity (Deficit)​5
Condensed Consolidated Statements of Cash Flows​6
Notes to Condensed Consolidated Financial Statements​7
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS​16
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK​22
ITEM 4 - CONTROLS AND PROCEDURES​22
PART II - OTHER INFORMATION​24
ITEM 1 - LEGAL PROCEEDINGS​24
ITEM 1A - RISK FACTORS​24
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS​24
ITEM 6 - EXHIBITS​25
SIGNATURE PAGES​26

​

​

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

​

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

​

​​​​​​​
​March 31, 2023December 31, 2022
​​(Unaudited)​(Note)
Assets​​
Current assets:​​
Cash and cash equivalents​$59,872​$108,583
Accounts receivable, net​346,037​343,155
Amounts receivable from suppliers​128,758​127,019
Inventory​4,543,980​4,359,126
Other current assets​109,347​110,376
Total current assets​5,187,994​5,048,259
​​​​​​​
Property and equipment, at cost​7,649,066​7,438,065
Less: accumulated depreciation and amortization​3,090,010​3,014,024
Net property and equipment​4,559,056​4,424,041
​​​​​​​
Operating lease, right-of-use assets​​2,166,646​​2,112,267
Goodwill​892,094​884,445
Other assets, net​167,026​158,967
Total assets​$12,972,816​$12,627,979
​​​​​​​
Liabilities and shareholders’ deficit​​
Current liabilities:​​
Accounts payable​$6,055,992​$5,881,157
Self-insurance reserves​136,723​138,926
Accrued payroll​111,324​126,888
Accrued benefits and withholdings​132,022​166,433
Income taxes payable​117,790​—
Current portion of operating lease liabilities​​375,451​​366,721
Other current liabilities​427,006​383,692
Total current liabilities​7,356,308​7,063,817
​​​​​​​
Long-term debt​4,927,678​4,371,653
Operating lease liabilities, less current portion​​1,854,533​​1,806,656
Deferred income taxes​249,903​245,347
Other liabilities​209,411​201,258
​​​​​​​
Shareholders’ equity (deficit):​​
Common stock, $0.01 par value:​​​​​
Authorized shares – 245,000,000​​​​​​
Issued and outstanding shares –​​​​​​
61,038,936 as of March 31, 2023, and​​​​​​
62,353,221 as of December 31, 2022​​610​624
Additional paid-in capital​1,305,276​1,311,488
Retained deficit​(2,952,797)​(2,375,860)
Accumulated other comprehensive income​​21,894​​2,996
Total shareholders’ deficit​(1,625,017)​(1,060,752)
​​​​​​​
Total liabilities and shareholders’ deficit​$12,972,816​$12,627,979

​

Note: The balance sheet at December 31, 2022, has been derived from the audited consolidated 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.

See accompanying Notes to condensed consolidated financial statements.

​

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

​

​​​​​​​
​​For the Three Months Ended
​​March 31,
​20232022
Sales​$3,707,864​$3,296,011
Cost of goods sold, including warehouse and distribution expenses​1,817,535​1,587,939
Gross profit​1,890,329​1,708,072
​​​​​​​
Selling, general and administrative expenses​1,173,684​1,038,542
Operating income​716,645​669,530
​​​​​​​
Other income (expense):​​
Interest expense​(44,572)​(34,841)
Interest income​868​510
Other, net​4,479​(1,938)
Total other expense​(39,225)​(36,269)
​​​​​​​
Income before income taxes​677,420​633,261
Provision for income taxes​160,535​151,381
Net income​$516,885​$481,880
​​​​​​​
Earnings per share-basic:​​
Earnings per share​$8.36​$7.24
Weighted-average common shares outstanding – basic​61,840​66,572
​​​​​​​
Earnings per share-assuming dilution:​​
Earnings per share​$8.28​$7.17
Weighted-average common shares outstanding – assuming dilution​62,398​67,190

​

See accompanying Notes to condensed consolidated financial statements.

​

​

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

​

​​​​​​​
​​For the Three Months Ended
​​March 31,
​20232022
Net income​$516,885​$481,880
Other comprehensive income:​​​​​​
Foreign currency translation adjustments​18,898​5,063
Total other comprehensive income​​18,898​​5,063
​​​​​​
Comprehensive income​$535,783​$486,943

​

See accompanying Notes to condensed consolidated financial statements.

​

​

​

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

(In thousands)

​

​​​​​​​​​​​​​​​​​​
​​For the Three Months Ended March 31, 2023
​​​​​​​​​Accumulated​​
​​​​​​​Additional​​​​Other​​​
​​Common Stock​Paid-In​Retained​Comprehensive​​​
​SharesPar ValueCapitalDeficit​IncomeTotal
Balance at December 31, 202262,353​$624​$1,311,488​$(2,375,860)​$2,996​$(1,060,752)
Net income—​—​—​516,885​​—​516,885
Total other comprehensive income​—​​—​​—​​—​​18,898​​18,898
Issuance of common stock under employee benefit plans, net of forfeitures and

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