SEC Form 11-K filed by Lithia Motors Inc.
$LAD
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM 11-K | ||
ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
COMMISSION FILE NUMBER: 001-14733
A. Full title of the plan and the address of plan, if different from that of the issuer named below:
LITHIA MOTORS, INC. 401(K) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
LITHIA MOTORS, INC.
150 N Bartlett
Medford, OR 97501
LITHIA MOTORS, INC.
FORM 11-K
TABLE OF CONTENTS
| Page | |||||
| SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2023 | |||||
| EXHIBIT INDEX | |||||
Report of Independent Registered Public Accounting Firm
To the Plan Administrator and Participants
Lithia Motors, Inc. 401(k) Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Lithia Motors, Inc. 401(k) Plan (the "Plan") as of December 31, 2023 and 2022, and the related statement of changes in net assets available for benefits for the year ended December 31, 2023 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2023 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/S/ KBF CPAs LLP
We have served as the Plan’s auditor since 2016.
Lake Oswego, Oregon
June 21, 2024
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LITHIA MOTORS, INC. 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Participant directed investments, at fair value: | ||||||||
| Interest and non-interest bearing cash | $ | 379,969 | $ | — | ||||
| Common collective trust funds | 173,324,860 | 127,606,989 | ||||||
| Registered investment companies | 620,199,623 | 451,627,803 | ||||||
| Lithia Motors, Inc. Common Stock | 37,634,921 | 23,532,490 | ||||||
| $ | 831,539,373 | $ | 602,767,282 | |||||
Receivables: | ||||||||
| Notes receivable from participants | $ | 30,946,559 | $ | 25,403,827 | ||||
| Employers' contribution | 42,113 | 27,838,316 | ||||||
| Participants' contributions | 752,756 | — | ||||||
| $ | 31,741,428 | $ | 53,242,143 | |||||
| LIABILITIES | ||||||||
| Unsettled trades | $ | — | $ | 676,259 | ||||
| $ | — | $ | 676,259 | |||||
| NET ASSETS AVAILABLE FOR BENEFITS | $ | 863,280,801 | $ | 655,333,166 | ||||
See Notes to Financial Statements
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LITHIA MOTORS, INC. 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
| Year ended | |||||
| December 31, 2023 | |||||
| ADDITIONS TO NET ASSETS ATTRIBUTED TO | |||||
Contributions: | |||||
Employers' | $ | 39,883,080 | |||
Participants' | 105,582,587 | ||||
Rollovers | 24,096,589 | ||||
| Total contributions | $ | 169,562,256 | |||
Investment income: | |||||
Interest and dividends | $ | 15,707,511 | |||
| Net appreciation in fair value of investments | 118,607,978 | ||||
Total investment income | $ | 134,315,489 | |||
Interest income on notes receivable from participants | $ | 1,704,582 | |||
Total additions | $ | 305,582,327 | |||
| DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO | |||||
Benefits paid to participants | $ | 96,697,488 | |||
Administrative expenses | 937,204 | ||||
Total deductions | $ | 97,634,692 | |||
| INCREASE IN NET ASSETS | $ | 207,947,635 | |||
| NET ASSETS AVAILABLE FOR BENEFITS | |||||
Beginning of year | $ | 655,333,166 | |||
End of year | $ | 863,280,801 | |||
See Notes to Financial Statements
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LITHIA MOTORS, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – DESCRIPTION OF PLAN
The following description of the Lithia Motors, Inc. 401(k) Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General – The Plan is a defined contribution plan covering all eligible employees of Lithia Motors, Inc. and its subsidiaries (collectively, the "Company" or "Lithia") as defined in the Plan documents. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended.
Administration – The Company has appointed a 401(k) Plan Committee (the "Committee") to manage the operation and administration of the Plan. The Company has contracted with Bank of America, N.A. as the custodian and trustee and Merrill Lynch, Pierce, Fenner & Smith, Inc., a third-party administrator, to process and maintain the records of participant data.
Contributions – Each year, the Company contributes to the Plan an amount determined annually by the Board of Directors. For employee contributions made in 2023, the Company contributed 100% on the first $2,500 of the employee contributions. Participants may contribute, under a salary reduction agreement, up to 85% of their eligible compensation. Eligible employees are automatically enrolled in the Plan with a contribution of 3% of eligible compensation along with an automatic increase of 1% each year up to a maximum of 8%, unless the employee affirmatively elects otherwise. In the event that the employee works fewer than six months in the first year, the annual increases do not begin until the second year. Participants may also make contributions to the Plan in the form of a rollover contribution from another qualified plan. Participants direct the investment of contributions into various investment options offered by the Plan.
Participant Accounts – Each participant’s account is credited with the participant’s contribution and an allocation of the Company’s contribution and Plan earnings, and is charged with a per capita allocation (equal amount) of the Plan’s administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting – Participants are immediately vested in their employee contributions plus actual earnings thereon. Vesting in the remainder of their account is based on years of continuous service. A participant is 1% vested upon participation and is vested 20% after one year of service, vesting 20% per year thereafter until they are 100% vested after five years of credited service.
Notes Receivable from Participants – Participants may borrow from their fund accounts a minimum of $500 and a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range up to five years for general purpose or up to thirty years for the purchase of a primary residence. The loans are secured by the vested balance in the participant’s account and bear interest at a rate of Prime + 1% at the time the loan is issued. Principal and interest are paid ratably through payroll deductions. Interest rates on outstanding loans at December 31, 2023 ranged from 4.25% to 10.25%, with maturities through 2053.
Payment of Benefits – Upon termination, the participants or beneficiaries may elect to leave their account balance in the Plan, or receive their total benefits in cash or in-kind or a combination thereof in a lump sum amount or annual, semiannual, quarterly, or monthly installments over a period of years equal to the value of the participant’s vested interest in their account. Withdrawals prior to termination of employment are allowed under prescribed hardship conditions as defined in the Plan agreement. The Plan requires the automatic distribution of participant vested account balances that do not exceed $5,000.
Forfeited Accounts – Forfeitures totaling approximately $967,000 and $2,548,000, respectively, were available at December 31, 2023 and 2022 to reduce future contributions. Forfeitures totaling approximately $3,671,000 were used to reduce the 2023 employer contribution.
NOTE 2 – SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting – The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), using the accrual method of accounting.
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Use of Estimates – The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Investment Valuation and Income Recognition – The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for discussion of fair value measurements.
Purchases and sales of securities are recorded on the trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The net appreciation in fair value of investments consists of both the realized gains or losses and unrealized appreciation and depreciation of those investments.
Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. It is reasonably possible, given the level of risk associated with investment securities, that changes in the near term could materially affect participants’ account balances and the amounts reported in the financial statements.
Notes Receivable from Participants – Notes receivable from participants are measured at amortized cost, which represents unpaid principal balance plus accrued unpaid interest.
Payment of Benefits – Benefits are recorded when paid.
NOTE 3 – FAIR VALUE MEASUREMENTS
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
Level 1:
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2:
Inputs to the valuation methodology include:
•Quoted prices for similar assets or liabilities in active markets;
•Quoted prices for identical or similar assets or liabilities in inactive markets;
•Inputs other than quoted prices that are observable for the asset or liability;
•Inputs that are derived principally from or corroborated by observable market data by correlation or other means
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3:
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value.
Common collective trust funds: The common collective trust funds are valued at net asset value ("NAV") per share or its equivalent of the funds, which are based on the fair value of the funds' underlying assets. There are no redemption restrictions or unfunded commitments on these investments. Participants can buy or sell units of the common collective trust funds on a daily basis.
Interest and non-interest bearing cash: Valued at fair value based on outstanding balance.
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Registered investment companies (mutual funds): Valued at quoted market prices which represent the NAV of shares held by the Plan at year end. It is not probable that the mutual funds would be sold at amounts that differ materially from the NAV of shares held.
Lithia Motors, Inc. Common Stock: Valued at the closing price reported on the active market on which the individual securities are traded.
The following tables set forth by level, within the fair value hierarchy, the Plan’s investment assets at fair value as of December 31, 2023 and 2022.
| Balance as of December 31, 2023 | ||||||||||||||
| Investments | LEVEL 1 | LEVEL 2 | LEVEL 3 | |||||||||||
| (at Fair Value) | ||||||||||||||
| Interest and non-interest bearing cash | $ | 379,969 | $ | 379,969 | $ | — | $ | — | ||||||
| Registered investment companies | 620,199,623 | 620,199,623 | — | — | ||||||||||
| Lithia Motors, Inc. Common Stock | 37,634,921 | 37,634,921 | — | — | ||||||||||
| $ | 658,214,513 | $ | — | $ | — | |||||||||
| Investments measured at NAV: | ||||||||||||||
| Common collective trust funds | 173,324,860 | |||||||||||||
Total investments at fair value | $ | 831,539,373 | ||||||||||||
| Balance as of December 31, 2022 | ||||||||||||||
| Investments | LEVEL 1 | LEVEL 2 | LEVEL 3 | |||||||||||
| (at Fair Value) | ||||||||||||||
| Unsettled trades | $ | (676,259) | $ | (676,259) | $ | — | $ | — | ||||||
| Registered investment companies | 451,627,803 | 451,627,803 | — | — | ||||||||||
| Lithia Motors, Inc. Common Stock | 23,532,490 | 23,532,490 | — | — | ||||||||||
| $ | 474,484,034 | $ | — | $ | — | |||||||||
| Investments measured at NAV: | ||||||||||||||
| Common collective trust funds | 127,606,989 | |||||||||||||
Total investments at fair value | $ | 602,091,023 | ||||||||||||
NOTE 4 – PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their accounts.
NOTE 5 – INCOME TAX STATUS
The Plan has adopted a prototype plan that has received an opinion letter from the Internal Revenue Service dated March 31, 2014. The Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and that the trust, which forms a part of the Plan, is exempt from federal taxes. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
GAAP requires the Plan Administrator to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that at December 31, 2023, there were no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any periods in progress.
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NOTE 6 – RECONCILIATION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to Schedule H of Form 5500:
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| Net assets available for benefits per the financial statements | $ | 863,280,801 | $ | 655,333,166 | ||||
| Employer's contribution receivable not accrued on Schedule H of Form 5500 | (42,113) | (27,838,316) | ||||||
| Employee contributions receivable not accrued on Schedule H of Form 5500 | (752,756) | — | ||||||
| Deemed distributions | (316,036) | — | ||||||
| Net assets available for benefits per Schedule H of Form 5500 | $ | 862,169,896 | $ | 627,494,850 | ||||
The following is a reconciliation of the net increase in assets per the financial statements for the year ended December 31, 2023 to Schedule H of Form 5500:
| Year Ended | |||||
| December 31, 2023 | |||||
| Net increase in net assets per the financial statements | $ | 207,947,635 | |||
| Net change in employer's contribution receivable | 27,796,203 | ||||
| Net change in participants' contribution receivable | (752,756) | ||||
| Deemed distributions | (316,036) | ||||
| Net increase in net assets per the Form 5500 | $ | 234,675,046 | |||
Deemed distributions are defaulted and unpaid participant loans of active participants that are disallowed on Form 5500.
NOTE 7 – TRANSACTIONS WITH PARTIES-IN-INTEREST AND RELATED PARTIES
Transactions in shares of the Company’s Common Stock qualify as party-in-interest transactions under the provisions of ERISA. During 2023, the Plan purchased $5,586,779 and sold $5,871,681 of the Company’s Common Stock. Shares held of the Company’s stock as of December 31, 2023 and 2022 totaled 114,295 and 114,567, respectively. The fair value of Common Stock as of December 31, 2023 and 2022 totaled $37,634,921 and $23,532,490, respectively.
Certain Plan investments are managed by Bank of America, N.A., the trustee of the plan. Any purchases and sales of these funds are performed in the open market at fair value. Certain investment fees are paid by the trustee and are reflected in investment income or loss for the year. The Plan also issues loans to participants that are secured by the participants' vested account balance. Such transactions, while considered party-in-interest transactions under ERISA regulations, are permitted under the provisions of the Plan and are specifically exempt from the prohibition of party-in-interest transactions under ERISA.
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LITHIA MOTORS, INC. 401(K) PLAN
SCHEDULE H, LINE 4I-SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2023
EIN 93-0572810 PN 003
SUPPLEMENTAL SCHEDULE OF ASSETS
| (a) | (b) Identity of issue, borrower, lessor, or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (d) Cost | (e) Current value | ||||||||||
| * | BlackRock Liquidity Fund | Interest and non-interest bearing cash | N/A | $ | 271,715 | |||||||||
| * | Lithia Motors, Inc. Common Stock | Common Stock | N/A | 37,634,921 | ||||||||||
| Stable Value Fund Class R1 | Common/Collective Trusts | N/A | 31,448,506 | |||||||||||
| State Street U.S. Bond Index | Common/Collective Trusts | N/A | 8,761,923 | |||||||||||
| State Street S&P 500 Index | Common/Collective Trusts | N/A | 83,920,475 | |||||||||||
| State Street Russell Sml/Mid C | Common/Collective Trusts | N/A | 16,344,681 | |||||||||||
| State Street Small Cap Index | Common/Collective Trusts | N/A | 7,857,062 | |||||||||||
| Blackrock MSCI ACWI EX CL M | Common/Collective Trusts | N/A | 24,992,213 | |||||||||||
| Fidelity Mid Cap Growth Index FD | Mutual Funds | N/A | 11,152,495 | |||||||||||
| JPM Smart Retirement Blend 2065 R6 | Mutual Funds | N/A | 146 | |||||||||||
| American EuroPacific Growth R6 | Mutual Funds | N/A | 10,103,623 | |||||||||||
| American Balanced Fund CL R6 | Mutual Funds | N/A | 35,586,805 | |||||||||||
| Vanguard Emerging Mkts Instl | Mutual Funds | N/A | 5,659,174 | |||||||||||
| John Hancock Disciplined R6 | Mutual Funds | N/A | 14,303,490 | |||||||||||
| DFA US Vector Eqty Prtl Instl | Mutual Funds | N/A | 15,006,055 | |||||||||||
| PIMCO Invome Fund Instl CL | Mutual Funds | N/A | 7,435,862 | |||||||||||
| JPM Smart Retirement Blend INCM R6 | Mutual Funds | N/A | 13,994,940 | |||||||||||
| Fidelity Large Cap GRTH INDX | Mutual Funds | N/A | 41,739,143 | |||||||||||
| JP Morgan 2060 Smart Retirement R6 | Mutual Funds | N/A | 52,645,149 | |||||||||||
| Janus Henderson Flexible BD N | Mutual Funds | N/A | 2,334,481 | |||||||||||
| JP Morgan 2025 Smart Retirement R6 | Mutual Funds | N/A | 40,993,368 | |||||||||||
| JP Morgan 2045 Smart Retirement R6 | Mutual Funds | N/A | 59,791,346 | |||||||||||
| JP Morgan 2050 Smart Retirement R6 | Mutual Funds | N/A | 59,088,347 | |||||||||||
| JP Morgan 2040 Smart Retirement R6 | Mutual Funds | N/A | 58,481,742 | |||||||||||
| JP Morgan 2035 Smart Retirement R6 | Mutual Funds | N/A | 57,680,582 | |||||||||||
| JP Morgan 2030 Smart Retirement R6 | Mutual Funds | N/A | 58,852,518 | |||||||||||
| JP Morgan 2020 Smart Retirement R6 | Mutual Funds | N/A | 15,914,463 | |||||||||||
| JP Morgan 2055 Smart Retirement R6 | Mutual Funds | N/A | 55,295,662 | |||||||||||
| Columbia Small Cap VL FD INSTL3 | Mutual Funds | N/A | 4,140,232 | |||||||||||
| * | Participants | Participant notes receivable (4.25% - 10.25%) | N/A | 30,946,559 | ||||||||||
| * | Pending Settlement Fund | Interest and non-interest bearing cash | N/A | 90,398 | ||||||||||
| Accrued Income | Interest and non-interest bearing cash | N/A | 17,856 | |||||||||||
| $ | 862,485,932 | |||||||||||||
N/A - Cost is not applicable as these are participant directed investments
* - Party-in-interest to the plan
See Notes to Financial Statements and Report of Independent Registered Accounting Firm
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EXHIBIT INDEX
| Exhibit | Description | ||||
| Consent of Independent Registered Public Accounting Firm | |||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: June 21, 2024 | LITHIA MOTORS, INC. | ||||
| 401(K) PLAN | |||||
By: /s/ Gary Glandon | |||||
| Gary Glandon | |||||
| Senior Vice President, Chief People Officer | |||||
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