UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2004 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 October 26, 2004, O'Reilly Automotive, Inc. issued a press release announcing thrid 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 October 26, 2004, O'Reilly Automotive, Inc. issued a press release announcing thrid quarter earnings. The text of the press release is attached hereto as Exhibit 99.1. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits Exhibit Number Description ------ ----------------------------------------------------------------- 99.1 Press Release dated October 26, 2004 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: October 28, 2004 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: David O'Reilly James R. Batten (417) 862-3333 ________________________________________________________________________________ O'REILLY AUTOMOTIVE, INC. REPORTS RECORD THIRD QUARTER RESULTS 11.8% OPERATING MARGIN ________________________________________________________________________________ Springfield, MO, October 26, 2004 -- O'Reilly Automotive, Inc. ("O'Reilly" or "the Company") (Nasdaq: ORLY) today announced record revenues and earnings for the third quarter of 2004, representing 44 quarters of record revenues and earnings for O'Reilly since becoming a public company in April 1993. Net income for the third quarter ended September 30, 2004, totaled $33.2 million, up 12.6% from $29.5 million for the same period a year ago. Diluted earnings per share for the third quarter of 2004 increased 11.1% to $0.60 on 55.8 million shares compared to $0.54 for the third quarter of 2003 on 54.9 million shares. Product sales for the third quarter ended September 30, 2004, totaled $455.2 million, up 10.4% from $412.2 million for the same period a year ago. Gross profit for the third quarter of 2004 increased to $195.8 million (or 43.0% of product sales) from $175.7 million (or 42.6% of product sales) for the same period a year ago, representing an increase of 11.5%. Net income for the first nine months of 2004 totaled $93.0 million, up 22.1% from $76.2 million for the same period a year ago. Diluted earnings per common share for the first nine months of 2004 increased 19.3% to $1.67 on 55.6 million shares compared to $1.40 a year ago on 54.3 million shares. Product sales for the first nine months of 2004 totaled $1.29 billion, up 13.0% from $1.14 billion for the same period a year ago. Gross profit for the first nine months of 2004 increased to $552.9 million (or 42.7% of product sales) from $482.3 million (or 42.1% of product sales) for the same period a year ago, representing an increase of 14.6%. Comparable store product sales for stores open at least one year increased 3.4% and 6.2% for the third quarter and first nine months of 2004, respectively. "We are very pleased with the company's performance this past quarter, particularly in light of the aftermarket's continued relative softness in sales and with the challenging circumstances that many of our stores in the southeast faced with the hurricane season," said David O'Reilly, co-chairman and chief executive officer. "Team O'Reilly fired on all eight cylinders throughout the quarter achieving a 3.4% comparable store sales increase and opening 35 new stores, driving a net income increase of 12.6%". The Company will host a conference call Wednesday, October 27, 2004, at 10:00 a.m. central time to discuss its results, as well as future expectations. The call will be available by web cast at www.oreillyauto.com, www.vcall.com or www.streetevents.com. Investors 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 1,205 stores within the states of Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Mississippi, Missouri, Nebraska, North Carolina, Oklahoma, Tennessee, Texas and Virginia as of September 30, 2004. The Company claims the protection of the safe-harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These statements discuss, 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 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, 2003, for more details. O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) September 30, December 31, 2004 2003 ------------ ------------ (Unaudited) (Note) Assets Current assets: Cash and cash equivalents $ 83,619 $ 21,094 Accounts receivable, net 61,493 52,235 Amounts receivable from vendors, net 44,276 50,695 Inventory 612,699 554,309 Deferred income taxes 5,854 4,753 Other current assets 6,143 4,399 ------------ ------------ Total current assets 814,084 687,485 Property and equipment, at cost 747,749 626,142 Accumulated depreciation and amortization 208,080 177,084 ------------ ------------ Net property and equipment 539,669 449,058 Notes receivable, less current portion 22,082 24,313 Other assets, net 29,493 26,736 ------------ ------------ Total assets $ 1,405,328 $ 1,187,592 ============ ============ Liabilities and shareholders' equity Current liabilities: Income taxes payable $ 17,128 $ 6,872 Accounts payable 268,153 176,513 Accrued payroll 15,415 17,307 Accrued benefits and withholdings 36,979 27,368 Other current liabilities 26,032 16,883 Current portion of long-term debt 592 925 ------------ ------------ Total current liabilities 364,299 245,868 Long-term debt, less current portion 100,469 120,977 Deferred income taxes 38,120 29,448 Other liabilities 7,770 7,014 Shareholders' equity: Common stock, $0.01 par value: Authorized shares - 90,000,000 Issued and outstanding shares - 55,208,493 at September 30, 2004, and 54,664,976 at December 31, 2003 552 547 Additional paid-in capital 320,050 302,691 Retained earnings 574,068 481,047 ------------ ------------ Total shareholders' equity 894,669 784,285 ------------ ------------ Total liabilities and shareholders' equity $ 1,405,328 $ 1,187,592 ============ ============Note: The balance sheet at December 31, 2003, has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share data) Three Months Ended Nine Months Ended September 30, September 30, -------------------------- -------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- Product sales $ 455,162 $ 412,182 $ 1,293,623 $ 1,144,769 Cost of goods sold, including warehouse and distribution expenses 259,314 236,529 740,679 662,457 ----------- ----------- ----------- ----------- Gross profit 195,848 175,653 552,944 482,312 Operating, selling, general and administrative expenses 142,039 127,291 402,798 355,883 ----------- ----------- ----------- ----------- Operating income 53,809 48,362 150,146 126,429 Other expense, net (791) (1,179) (1,675) (4,594) ----------- ----------- ----------- ----------- Income before income taxes 53,018 47,183 148,471 121,835 Provision for income taxes 19,775 17,650 55,450 45,650 ----------- ----------- ----------- ----------- Net income $ 33,243 $ 29,533 $ 93,021 $ 76,185 =========== =========== =========== =========== Net income per common share $ 0.60 $ 0.55 $ 1.69 $ 1.42 =========== =========== =========== =========== Net income per common share - assuming dilution $ 0.60 $ 0.54 $ 1.67 $ 1.40 =========== =========== =========== =========== Weighted-average common shares outstanding 55,140 54,090 54,923 53,711 =========== =========== =========== =========== Adjusted weighted-average common shares outstanding - assuming dilution 55,778 54,864 55,627 54,282 =========== =========== =========== =========== O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES SELECTED FINANCIAL INFORMATION (Unaudited) September 30, ----------------------- 2004 2003 ---------- --------- Inventory turnover (1) 1.65 1.64 Inventory turnover, net of payables (2) 2.61 2.16 AP to inventory (3) 43.8% 28.7% Debt-to-capital (4) 10.2% 12.9% Return on equity (5) 14.2% 13.8% Return on assets (6) 9.2% 9.0% Square footage (in thousands) 8,016 7,082 Store count: New stores, net (three months ended) 35 33 Total stores 1,205 1,074 Total employment 17,320 15,660 Three Months Ended September 30, ---------------------- 2004 2003 --------- --------- Other information (in thousands): Capital expenditures $ 44,472 $ 32,448 Depreciation & amortization $ 12,512 $ 10,651 Interest expense $ 1,542 $ 1,546 Lease & rental expense $ 8,478 $ 8,559 Sales per weighted-average square foot (7) $ 56.65 $ 57.63 Sales per weighted-average store (in thousands) (8) $ 376 $ 380(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) 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. (8) 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.