Lithia Motors, Inc. (LAD)
NYSE: LAD · Real-Time Price · USD
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Apr 24, 2026, 4:00 PM EDT - Market closed
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AGM 2021

Apr 29, 2021

Speaker 1

Hello, and welcome to the Lithia Motors, Inc. Annual Meeting of Shareholders. I would now like to introduce the first speaker, David Stork.

Speaker 2

Good morning. I am David Stork, the Chief Administrative Officer of Lithia Motors and Chairman of this Annual Meeting of Shareholders. On behalf of our Board of Directors, it is my pleasure to welcome you to the 2021 Annual Meeting of Shareholders. We are happy to have you with us today and are looking forward to updating you on the activities since year end as well as our plans for the future. I call this meeting to order.

It is now just after 8:30 am Pacific Time on April 29, 2021. And I now declare the polls open for each matter to be voted on today. We will present the official business and vote on agenda items first, then adjourn the annual meeting for a short presentation from management, followed by online discussion and an opportunity to answer questions. During this meeting, you may submit questions and find the meeting materials in the online portal, including our rules of conduct and meeting agenda. You will also be able to cast your vote through the online portal during the meeting prior to the closing of the polls.

I would like to start by introducing the members of our Board and management team. The nominees for Director who are present with us today are Susan Kane, Shauna McIntyre, Lou Miermontez, Ken Roberts David Rubino Brian DeBoer, who is also our President and CEO and Sid DeBoer, who is also our Founder and Chairman of the Board. Some members of the management of the company who are present today in addition to myself are Chris Holshue, Executive Vice President, Chief Operating Officer Tina Miller, Senior Vice President, Chief Financial Officer Scott Hillier, Senior Vice President of Operations Tom Dobre, Senior Vice President and Chief Marketing Officer George Hines, Senior Vice President, Chief Innovation and Technology Officer Jody Rasor, Vice President, Dealership Accounting Eric Pitt, Vice President, Treasury and Investor Relations Edward Impert, Vice President, General Counsel and Kelly Porter, Vice President, Corporate Controller. Also with us today are Ryan Marquez, Aaron Fraser and Lindsay Wickham from KPMG, our independent public accounting firm Chris Hall and Allison Handy from Perkins Coie, our outside legal counsel. Tina Miller will serve as the Inspector of Elections today.

Now that we've gone through our introductions, a few words regarding mailing of notice and the presence of a quorum. A notice of meeting and Internet availability was mailed on or about March 15, 2021 to all shareholders of record as of February 26, 2021. An affidavit to that effect has been received from Broadridge Financial Solutions and will be attached to the minutes of this meeting. A supplemental notice to inform Lithia's shareholders that the New York Stock Exchange classified proposal number 4 as a routine matter was filed with the Securities and Exchange Commission and first made available to shareholders on or about April 2, 2021. A list of Lithia's shareholders of record as of February 26, 2021 is available for inspection during the entire time of the meeting on the online portal.

Based upon the shares represented in person or by proxy as reported by the Inspector of Elections, I can declare that a quorum is present and that we can proceed with the meeting. Having established the quorum, in the interest of time, I would like to dispense with a reading of the minutes from last year's shareholder meeting. Copies of the minutes are available in the online portal if anyone wishes to read them. I would now like to proceed with the business of this year's meeting. As set forth in the notice and the accompanying proxy statement, there are 4 matters to be voted upon by shareholders.

Proposal number 1, the first matter is the election of a Board of Directors to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified. The Board of Directors has nominated and recommends the election of 7 nominees named in the proxy statement. We did not receive any other nominations. The nominees are Sydney B. DeBoer, Susan O.

Kane, Brian B. DeBoer, Shauna F. McIntyre, Louis P. Maramantes, Kenneth E. Roberts and David J.

Rubino. All nominees presently serve on the Board. Proposal number 2, the second item is an advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. The results of the vote are not binding, but will be considered by the compensation committee and full Board of Directors when making future compensation decisions. The Board recommends that shareholders vote for the advisory approval of the 2020 compensation of our named executive officers.

Proposal number 3. The 3rd item to be voted upon is the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021. The Board recommends that the shareholders vote for the ratification. Proposal number 4. The 4th item to be voted upon is the approval of an amendment and restatement of our restated articles of incorporation to eliminate references to our Class B common stock, Class A common stock and Series M preferred stock and to reclassify our Class A common stock as common stock.

If you have provided your proxy card, your shares will be voted accordingly. So please do not vote through the online portal unless you want to change your proxy vote. If you have clicked the voting button on the online portal, please finish marking your choices and submit your votes. I now declare the polls closed. We will pause a few moments while the Inspector of Election tallies the votes.

The Inspector of Election reports that there were enough shares of Class A common stock present and voting at this meeting in person or by proxy for a valid election. The inspector also reports that in regard to proposal number 1, the 7 nominees named in the proxy statement have been elected to the Board of Directors. In regard to proposal number 2, the advisory votes are for the compensation of our named executive officers in 2020. Additionally, proposal number 3, the ratification of KPMG as our independent registered public accounting firm for the year ending December 31, 2021 has been approved by the required vote. Finally, proposal number 4, the approval of an amendment and restatement of our restated articles of incorporation has been approved by the required vote.

A formal report of the Inspector of Election detailing the results of the vote on each proposal will be filed with the minutes of this meeting. This concludes the business to be conducted today. The formal shareholders meeting is officially adjourned. Brian DeBoer, our President and CEO, will now proceed with the information portion of our presentation today.

Speaker 3

Thank you, David, and good morning. Although we could not be together today in person, my team and I are excited to virtually share how Lithia and Driveway are expanding our presence in the over $2,000,000,000,000 market of automotive products and services. We would like to start by thanking our operational teams who are rising to the challenge, continuing to build on the successes of last year and finding ways to exceed our customers' expectations, increase market share and improve profitability. These teams are innovating and continuously finding ways to meet the ever evolving preferences of our consumers, meeting them on their terms whenever, wherever and however they desire. Our ability to achieve high performance in any environment is the foundation of our culture as we remain focused on our longer term goals.

Entering our 75th year in operation, we reflect on how our history of exponential growth coupled with our team's ability to execute has positioned us to pragmatically and profitably continue to disrupt the status quo of our industry. Our strategy and design were conceived many years ago with execution beginning in July of last year. Our multifaceted strategy begins by combining our proprietary technology with the scale of our people, inventory and network to modernize automotive retail. As we continue to develop and enhance our digital home solutions, our lithium driveway teams are ready to serve not only our traditional customers, but incremental e commerce customers as well. Our focus on the most expansive addressable market of any retailer in the automotive space allows us to leverage our massive competitive advantages to demonstrate that e commerce can be highly profitable and ultimately yield the industry's highest possible EBITDA returns.

The used car space lacks barriers to entry. However, success does require infrastructure, financing solutions for all consumers, reconditioning expertise and the procurement of high demand scarce vehicles to quickly achieve scale and smooth execution, all of which Lithia and Driveway have established and have proven to be effective at executing on since 1946. DeCayman, that was for you again. Our team's successful execution combined with one of the most robust retail environments since Cash for Clunkers is catapulting us towards our $50,000,000,000 in revenue and $50 in earnings per share of our 5 year plan. The past few years of research and development, recent acceleration in consumer demand for in home solutions and the launch of our national brand Driveway last year has positioned us perfectly in the marketplace.

Driveway as the foundation of our e commerce digital home solutions is designed to reach consumers thirsting for transparent, empowered, flexible and simple buying and servicing experiences. We are excited to now provide the most comprehensive national e commerce home solution in the automotive retail space. The foundation to our omnichannel plan is the growth and expansion of our physical network. Having the ability for consumers to conveniently access all of our business lines and for us to store and recondition vehicles closer to them ensures a highly profitable digital experience across the United States. The opportunity for rapid and highly accretive consolidation within our industry are plentiful and our pipeline remains jam packed.

For more than a decade, we have successfully purchased and integrated acquisitions that have yielded an after tax return of over 25% annually. Since launching our 5 year plan 9 months ago, our total network expansion quickly reached over $6,500,000,000 in expected annualized revenues acquired, putting us well ahead of our annual target of $4,000,000,000 per year. As our nationwide network continues to grow in each of our 6 regions, we continue to target 100 Mile Reach to allow for convenient, affordable and timely consumer servicing experiences during and after the purchase of their vehicle. After ending the most recent quarter with $1,400,000,000 in cash and available credit and an additional $550,000,000 of liquidity available through our unfinanced real estate, we are well positioned to be the leader in consolidating this massive industry. Key to our design 3 years ago was allowing for the flexibility to adjust investments between channels and multiple business lines to align with consumer demand, weather any economic cycle, compete at a high level with any new entrants and expand our cash engine to grow further adjacencies.

This combined with our many other competitive advantages strongly positions us to achieve our 5 year plan and pave the way to our even greater aspirations. Coming off our highest annual earnings in company history, we remain humble, never quite satisfied and acutely focused on our growth aspirations. Our complex and highly diversified high growth business strategy is difficult, if not impossible to replicate. Our growing network composed of our people, inventory and physical locations, combined with our Driveway Digital Home solutions, completes our unique omnichannel strategy. Our mission of growth powered by people and our values of customers for life improving constantly and taking personal ownership are the driving forces behind our ability to perform and compete in any environment.

This strategy and our culture positions us to continue to lead our industry's transformation and progress towards our 5 year plan of $50,000,000,000 in revenue $50 in EPS. With that, I'd like to open the call up to questions.

Speaker 2

Yes. We have a couple of questions. First question, Brian, you noted that you are well ahead of your 5 year plan. Have you given color on what happens if you exceed this 5 year plan early?

Speaker 3

Thanks for the question out there. And I think that's we look forward to that wonderful dilemma hopefully occurring. But I think if we are able to exceed the 5 year plan and accomplish that earlier, most importantly, the network is what really will be driving a lot of that in the short and long term. We really reassess that network on a continual basis and how that relates to our channeling strategy from Lithia's traditional channel into the driveway channel and the green cars channel. And we'll really be looking at what consumers are looking for and demanding at that time to be able to readjust.

On top of that, we would be looking at expanding further our adjacencies like our Driveway Financial Corporation or possibly into consumer insurance products or possibly fleet management type of businesses to help continue to drive revenues and profitability in the future and possibly even diversify into other efforts beyond that. David, for my questions?

Speaker 2

Thanks, Matt. 2nd question, on top of expanding your digital capabilities, you also appear to be committed to acquisitions and expanding your physical footprint. Can you talk about your M and A strategy more generally and some of key metrics you are looking for when deciding on an acquisition?

Speaker 3

Sure, David. Thanks again for the question. I think when we think about our M and A strategy, most importantly, we look at our network again and we look at the density of that network to be able to fulfill a life cycle of experiences for our consumers. So it's important that the density of the network we believe today is about 100 miles from about 95% of the population in our country and that allows us to be able to provide the free loaner cars in service, body and parts and be able to go pick up their consumers' vehicles in a readily available way and hopefully conquest a large portion of market share as we do that. Now in terms of the other metrics that we look at, we look to a 15% to 25% purchase price in relationship to revenue on our total investment.

That includes our working capital, our goodwill as well as our unfinanced real estate. We also look to a 3 to 7 times EBITDA, which gives us a nice accretive lift on both our value based investment strategy as well as our high performing investment strategy. Some of the other things that we try to define in acquisitions are really are the companies a good cultural fit, are they customer centric, Is the franchise the right franchise for that demographic area in that marketplace? And obviously price is always a major factor and those return thresholds have to be there. And we do set minimums on size in terms of what we're really looking for with those franchise partnerships.

Outside that, there are a ton of opportunities and we have over $15,000,000,000 that we think is priced pretty attractively and could come into the fold and network over the coming quarters years and look forward to accomplishing that fifty-fifty plan and that $20,000,000,000 to $22,000,000,000 in network development revenue.

Speaker 2

Thanks, Brian. There are no further questions at this time.

Speaker 3

Well, David, that was sure easy. Okay. Well, thank you everyone for joining us today and we look forward to connecting again on our quarterly calls or at the very least next year's Annual Shareholder Meeting. Thanks again. Bye bye.

Speaker 1

Thank you. The Annual Shareholders Meeting for Lithia Motors Inc. Has now come to an end. Thank you for attending. You may now leave the virtual meeting.

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