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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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01-0609375
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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New York Stock Exchange
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Large Accelerated Filer
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x
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Accelerated filer
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o
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Non-Accelerated Filer
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o
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Smaller reporting company
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o
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Page
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PART I
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PART II
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PART III
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PART IV
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•
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our ability to execute our business strategy;
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•
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our ability to further improve our operating cash flows, and the availability of capital and liquidity;
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•
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our estimated future capital expenditures;
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•
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the duration of the economic recovery process and its impact on our revenues and expenses;
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our parts and service revenue due to, among other things, improvements in manufacturing quality, manufacturer recalls, the recently lower than historical U.S. SAAR and any changes in business strategy and government regulations;
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•
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the variable nature of significant components of our cost structure;
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•
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our ability to decrease our exposure to regional economic downturns due to our geographic diversity and brand mix;
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•
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manufacturers’ willingness to continue to use incentive programs to drive demand for their product offerings;
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•
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our ability to fully leverage our dealer management system in a cost-efficient manner;
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•
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our acquisition and divestiture strategies;
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•
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the continued availability of financing, including floor plan financing for inventory;
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•
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the ability of consumers to secure vehicle financing;
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•
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the growth of mid-line import and luxury brands over the long-term;
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•
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our ability to mitigate any future negative trends in new vehicle sales; and
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•
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our ability to increase our net income as a result of the foregoing and other factors.
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•
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our ability to execute our balanced automotive retailing and service business strategy;
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•
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changes in the mix, and total number, of vehicles we are able to sell;
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•
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changes in general economic and business conditions, including changes in consumer confidence levels, interest rates, consumer credit availability and employment levels;
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•
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changes in laws and regulations governing the operation of automobile franchises, including trade restrictions, consumer protections, accounting standards, taxation requirements and environmental laws;
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•
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changes in the price of oil and gasoline;
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•
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our ability to generate sufficient cash flows, maintain our liquidity and obtain additional funds for working capital, capital expenditures, acquisitions, debt maturities and other corporate purposes, if necessary;
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•
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our continued ability to comply with applicable covenants in various of our financing and lease agreements, or to obtain waivers of these covenants as necessary;
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•
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our relationships with, and the reputation and financial health and viability of, the vehicle manufacturers whose brands we sell, and their ability to design, manufacture, deliver and market their vehicles successfully;
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significant disruptions in the production and delivery of vehicles and parts for any reason, including natural disasters, product recalls, work stoppages or other occurrences that are outside of our control;
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•
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adverse results from litigation or other similar proceedings involving us;
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•
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our relationship with, and the financial stability of, our lenders and lessors;
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•
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our ability to execute our initiatives and other strategies;
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•
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high levels of competition in our industry, which may create pricing and margin pressures on our products and services;
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•
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our ability to renew, and enter into new, framework and dealer agreements with vehicle manufacturers whose brands we sell, on terms acceptable to us;
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•
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our ability to attract and to retain key personnel;
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•
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our ability to leverage gains from our dealership portfolio; and
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•
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significant disruptions in the financial markets, which may impact our ability to access capital.
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the respective charters of our audit committee, governance and nominating committee, compensation and human resources committee and risk management committee;
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our criteria for independence of the members of our board of directors, audit committee, and compensation committee;
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•
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our Corporate Governance Guidelines; and
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•
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our Code of Business Conduct and Ethics for Directors, Officers and Employees.
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•
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new and used vehicles;
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•
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vehicle maintenance;
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•
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replacement parts and collision repair services;
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•
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new and used vehicle financing; and
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•
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aftermarket products such as insurance, warranty and service contracts.
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Brand Names
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Date of Initial
Acquisition
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Markets
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Franchises
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Nalley Automotive Group
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September 1996
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Atlanta, GA
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Acura, Audi, Bentley, BMW, Honda, Infiniti(a), Lexus(a), Nissan, Toyota, Volkswagen
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Courtesy Autogroup
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September 1998
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Tampa, FL
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Chrysler, Dodge, Honda, Hyundai, Infiniti, Jeep, Kia, Mercedes-Benz, Nissan, Toyota, smart, Sprinter
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Coggin Automotive Group
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October 1998
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Jacksonville, FL
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Honda(a), Nissan(a), Toyota, Chevrolet, Buick, GMC
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Orlando, FL
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Ford, Honda(a), Lincoln
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Fort Pierce, FL
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Acura, BMW, Honda, Mercedes-Benz
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Crown Automotive Company
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December 1998
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Princeton, NJ
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BMW, MINI
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Greensboro, NC
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Acura, BMW, Chrysler, Dodge, Honda, Jeep, Nissan, Volvo
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Durham, NC
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Honda
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Fayetteville, NC
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Dodge, Ford
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Richmond, VA
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Acura, BMW(a), MINI
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Charlottesville, VA
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BMW
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Greenville, SC
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Jaguar, Lexus, Nissan, Porsche, Toyota, Volvo
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David McDavid Auto Group
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April 1998
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Dallas/Fort Worth, TX
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Acura, Honda(a), Lincoln
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Houston, TX
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Honda (b), Nissan
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Austin, TX
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Acura
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North Point Auto Group
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February 1999
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Little Rock, AR
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BMW, Ford, Lincoln, Mazda, Nissan(a), Toyota, Volkswagen, Volvo
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Gray-Daniels Auto Family
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April 2000
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Jackson, MS
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Chevrolet, Ford, Lincoln, Nissan(a), Toyota
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Plaza Motor Company
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December 1997
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St. Louis, MO
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Audi, BMW, Infiniti, Jaguar, Land Rover, Lexus, Mercedes-Benz(a), Porsche, smart, Sprinter(a)
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(a)
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This market has two of these franchises.
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(b)
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Represents pending divestitures as of December 31, 2012.
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•
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Extended service contracts – covers certain repair work after the expiration of the manufacturer warranty;
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Guaranteed asset protection ("GAP") debt cancellation – covers the customer after a total loss for the difference between the value of the vehicle and the outstanding loan or lease obligation after insurance proceeds;
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Prepaid maintenance – covers certain routine maintenance work, such as (i) oil changes, (ii) cleaning and adjusting of brakes, (iii) multi-point vehicle inspections and (iv) tire rotations; and
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•
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Credit life and disability – covers the remaining amounts due on an auto loan or a lease in the event of death or disability.
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Class/Franchise
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Number of
Franchises as of
December 31, 2012
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% of New
Vehicle Revenues for the
Year Ended
December 31, 2012
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Luxury
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BMW
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9
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9
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%
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Acura
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6
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5
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Mercedes-Benz
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4
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7
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Infiniti
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4
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5
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Lincoln
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4
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1
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Lexus
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4
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7
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Volvo
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3
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1
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Audi
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2
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1
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Jaguar
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2
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*
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Porsche
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2
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*
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Bentley
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1
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*
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Land Rover
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1
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1
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Total Luxury
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42
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37
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%
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Mid-Line Import
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Honda (a)
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12
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21
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%
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Nissan
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11
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13
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Toyota
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6
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11
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Sprinter
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3
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*
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MINI
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2
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1
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smart
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2
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*
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Volkswagen
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2
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1
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Mazda
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1
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*
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Hyundai
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1
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1
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Kia
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1
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1
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Total Mid-Line Import
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41
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49
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%
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Mid-Line Domestic
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Ford
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4
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8
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%
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Dodge
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3
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3
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Chevrolet
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2
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2
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Chrysler
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2
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*
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Jeep
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2
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1
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Buick
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1
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*
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GMC
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1
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*
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Total Mid-Line Domestic
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15
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14
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%
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Total Franchises
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98
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100
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%
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•
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continuing to centralize our financial and information processing systems;
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•
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deploying information technology and best practices across our dealership network;
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•
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further capitalizing on our scale through negotiating contracts with certain of our vendors on a national basis; and
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•
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maintaining a performance-based compensation structure.
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•
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investing in our business and technology;
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•
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acquiring dealerships that meet our internal return threshold;
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•
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repurchasing shares of our common stock in the open market; and
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•
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reducing our leverage through the repurchase of our outstanding indebtedness and purchasing properties currently under lease.
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•
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focusing on online brand development;
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•
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performing research to better understand the online consumer and their decision to visit one site versus another; and
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•
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increasing marketing spend on online marketing.
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•
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franchised automotive dealerships in our markets that sell the same or similar new and used vehicles;
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•
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privately negotiated sales of used vehicles;
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•
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other used vehicle retailers, including regional and national vehicle rental companies;
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•
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Internet-based used vehicle brokers that sell used vehicles to consumers;
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•
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service center and parts supply chain stores; and
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•
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independent service and repair shops.
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•
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inventories of new vehicles and manufacturer replacement parts;
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•
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maintenance of minimum net working capital requirements, and in some cases, minimum net worth requirements;
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•
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achievement of certain sales and customer satisfaction targets;
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•
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advertising and marketing practices;
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•
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facilities and signs;
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•
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products offered to customers;
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•
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dealership management;
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•
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personnel training;
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•
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information systems;
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•
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geographic market, including but not limited to requirements to meet sales and service targets within an assigned market area, geographic limitations on where the dealership may locate or advertise, and restrictions on the export of vehicles; and
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•
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dealership monthly and annual financial reporting.
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•
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company-wide performance criteria;
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•
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capitalization requirements;
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•
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limitations on changes in our ownership or management;
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•
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limitations on the number of a particular manufacturer’s franchises owned by us;
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•
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restrictions or prohibitions on our ability to pledge the stock of certain of our subsidiaries; and
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•
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conditions for consent to proposed acquisitions, including sales and customer satisfaction criteria, as well as limitations on the total local, regional and national market share percentage that would be represented by a particular manufacturer’s franchises owned by us after giving effect to a proposed acquisition.
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•
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insolvency or bankruptcy of the dealership;
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•
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failure to adequately operate the dealership or to maintain required capitalization levels;
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•
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impairment of the reputation or financial condition of the dealership;
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•
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change of control of the dealership without manufacturer approval (including certain material changes in the composition of our Board of Directors during a specified time period, the acquisition of 20% or more of our voting stock by another vehicle manufacturer or distributor, or the acquisition of 50% or more of our voting stock by a person, entity or group not affiliated with the vehicle manufacturer or distributor);
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•
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certain extraordinary corporate transactions such as a merger or sale of all or substantially all of our assets;
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•
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failure to complete facility upgrades required by the manufacturer or agreed to by the dealer; or
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•
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material breach of other provisions of a dealer agreement.
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•
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advertising;
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•
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motor vehicle and retail installment sales practices;
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•
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leasing;
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•
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sales of finance, insurance and vehicle protection products;
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•
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consumer credit;
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•
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unfair and deceptive trade practices;
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•
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consumer protection;
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•
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consumer privacy;
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•
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money laundering;
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•
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environmental matters;
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•
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land use and zoning;
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•
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health and safety; and
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•
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employment practices.
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Brand
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% of Total
New Vehicle
Revenues
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Honda
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21
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%
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Nissan
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13
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%
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Toyota
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11
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%
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BMW
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9
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%
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Ford
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8
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%
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Mercedes-Benz
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7
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%
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Lexus
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7
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%
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Acura
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5
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%
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Infiniti
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5
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%
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•
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our ability to obtain additional financing for acquisitions, capital expenditures, working capital or other general corporate purposes may be impaired;
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•
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a substantial portion of our current cash flow from operating activities must be dedicated to the payment of principal and interest on our debt, thereby reducing the funds available to us for our operations and other corporate purposes;
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•
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some of our borrowings are and will continue to be at variable rates of interest, which exposes us to certain risks of interest rate increases; and
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•
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we may be or become substantially more leveraged than some of our competitors, which may place us at a relative competitive disadvantage and make us more vulnerable to changes in market conditions and governmental regulations.
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•
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changes in their respective financial condition;
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•
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changes in their respective marketing efforts;
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•
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changes in their respective reputation for quality;
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•
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manufacturer and other product defects, including recalls;
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•
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changes in their respective management;
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•
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disruptions in the production and delivery of vehicles and parts due to natural disasters or other reasons that are outside of our control; and
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•
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issues with respect to labor relations.
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•
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customer rebates on new vehicles;
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•
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dealer incentives on new vehicles;
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•
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special financing or leasing terms;
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•
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warranties on new and used vehicles; and
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•
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sponsorship of used vehicle sales by authorized new vehicle dealers.
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•
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failing to obtain manufacturers’ consents to acquisitions of additional franchises;
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•
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incurring significant transaction related costs for both completed and failed acquisitions;
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•
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incurring significantly higher capital expenditures and operating expenses;
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•
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failing to integrate the operations and personnel of the acquired dealerships and impairing relationships with employees;
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•
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incorrectly valuing entities to be acquired or incurring undisclosed liabilities at acquired dealerships;
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•
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disrupting our ongoing business and diverting our management resources to newly acquired dealerships;
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•
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failing to achieve predicted performance levels; and
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•
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impairing relationships with manufacturers and customers as a result of changes in management.
|
•
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franchised automobile dealerships in our markets that sell the same or similar new and used vehicles;
|
•
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privately negotiated sales of used vehicles;
|
•
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other used vehicle retailers, including regional and national vehicle rental companies;
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•
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Internet-based used vehicle brokers that sell used vehicles to consumers;
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•
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service center and parts supply chain stores; and
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•
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independent service and repair shops.
|
•
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motor vehicle and retail installment sales practices;
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•
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leasing;
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•
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sales of finance, insurance and vehicle protection products;
|
•
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consumer credit;
|
•
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deceptive trade practices;
|
•
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consumer protection;
|
•
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consumer privacy;
|
•
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money laundering;
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•
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advertising;
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•
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land use and zoning;
|
•
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health and safety; and
|
•
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employment practices.
|
Dealership Group
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Dealerships
|
|
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Collision Repair Centers
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||||||||
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Owned
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Leased
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|
|
Owned
|
|
Leased
|
||||
Coggin Automotive Group
|
10
|
|
|
4
|
|
(a)
|
|
5
|
|
|
2
|
|
Courtesy Autogroup
|
4
|
|
|
4
|
|
|
|
—
|
|
|
2
|
|
Crown Automotive Company
|
13
|
|
|
6
|
|
|
|
2
|
|
|
1
|
|
David McDavid Auto Group
|
6
|
|
|
1
|
|
(b)
|
|
3
|
|
|
2
|
|
Gray-Daniels Auto Family
|
—
|
|
|
5
|
|
|
|
—
|
|
|
1
|
|
Nalley Automotive Group
|
5
|
|
|
7
|
|
|
|
2
|
|
|
2
|
|
Northpoint Auto Group
|
4
|
|
|
2
|
|
|
|
1
|
|
|
1
|
|
Plaza Motor Company
|
4
|
|
|
2
|
|
|
|
—
|
|
|
1
|
|
Total
|
46
|
|
|
31
|
|
|
|
13
|
|
|
12
|
|
(a)
|
Includes one dealership that leases a new vehicle facility and operates a separate used vehicle facility that is owned.
|
(b)
|
Includes one pending divestiture as of December 31, 2012.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
|
|
Low
|
|
|
||||
|
|
|
|
|
|
||||
Fiscal Year Ended December 31, 2011
|
|
|
|
|
|
||||
First Quarter
|
$
|
19.98
|
|
|
$
|
17.04
|
|
|
|
Second Quarter
|
18.96
|
|
|
15.04
|
|
|
|
||
Third Quarter
|
21.66
|
|
|
16.18
|
|
|
|
||
Fourth Quarter
|
21.56
|
|
|
15.52
|
|
|
|
||
Fiscal Year Ended December 31, 2012
|
|
|
|
|
|
||||
First Quarter
|
$
|
28.23
|
|
|
$
|
21.50
|
|
|
|
Second Quarter
|
28.68
|
|
|
22.18
|
|
|
|
||
Third Quarter
|
29.93
|
|
|
24.89
|
|
|
|
||
Fourth Quarter
|
32.35
|
|
|
27.83
|
|
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Program (in millions)
|
||||||
10/01/2012 - 10/31/2012
|
|
94,498
|
|
|
$
|
29.64
|
|
|
94,498
|
|
|
$
|
29.1
|
|
11/01/2012 - 11/30/2012
|
|
80,000
|
|
|
$
|
29.61
|
|
|
80,000
|
|
|
$
|
26.8
|
|
12/01/2012 - 12/31/2012
|
|
77,000
|
|
|
$
|
30.55
|
|
|
77,000
|
|
|
$
|
24.5
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
Income (Loss) Statement Data:
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
New vehicle
|
$
|
2,607.4
|
|
|
$
|
2,239.4
|
|
|
$
|
2,077.8
|
|
|
$
|
1,754.8
|
|
|
$
|
2,217.4
|
|
Used vehicle
|
1,301.0
|
|
|
1,208.1
|
|
|
1,041.2
|
|
|
860.7
|
|
|
944.0
|
|
|||||
Parts and service
|
565.3
|
|
|
555.6
|
|
|
531.2
|
|
|
531.0
|
|
|
558.3
|
|
|||||
Finance and insurance, net
|
166.6
|
|
|
137.0
|
|
|
111.2
|
|
|
85.4
|
|
|
119.4
|
|
|||||
Total revenues
|
4,640.3
|
|
|
4,140.1
|
|
|
3,761.4
|
|
|
3,231.9
|
|
|
3,839.1
|
|
|||||
Cost of sales
|
3,876.7
|
|
|
3,441.1
|
|
|
3,134.4
|
|
|
2,671.5
|
|
|
3,193.0
|
|
|||||
Gross profit
|
763.6
|
|
|
699.0
|
|
|
627.0
|
|
|
560.4
|
|
|
646.1
|
|
|||||
Selling, general and administrative expenses
|
556.1
|
|
|
531.6
|
|
|
484.1
|
|
|
449.4
|
|
|
525.3
|
|
|||||
Depreciation and amortization
|
22.6
|
|
|
22.5
|
|
|
20.5
|
|
|
21.4
|
|
|
20.2
|
|
|||||
Impairment expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
525.9
|
|
|||||
Other operating (income) expense, net
|
(1.0
|
)
|
|
13.7
|
|
|
(0.1
|
)
|
|
(1.3
|
)
|
|
0.8
|
|
|||||
Income (loss) from operations
|
185.9
|
|
|
131.2
|
|
|
122.5
|
|
|
90.9
|
|
|
(426.1
|
)
|
|||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Floor plan interest expense
|
(11.6
|
)
|
|
(9.3
|
)
|
|
(9.0
|
)
|
|
(10.3
|
)
|
|
(20.8
|
)
|
|||||
Other interest expense, net
|
(35.6
|
)
|
|
(39.6
|
)
|
|
(35.4
|
)
|
|
(34.8
|
)
|
|
(36.3
|
)
|
|||||
Swap interest expense
|
(5.0
|
)
|
|
(5.5
|
)
|
|
(6.6
|
)
|
|
(6.6
|
)
|
|
(5.5
|
)
|
|||||
Convertible debt discount amortization
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(1.4
|
)
|
|
(1.8
|
)
|
|
(3.0
|
)
|
|||||
(Loss) gain on extinguishment of long-term debt, net
|
—
|
|
|
(0.8
|
)
|
|
(12.6
|
)
|
|
0.1
|
|
|
26.2
|
|
|||||
Total other expense, net
|
(52.6
|
)
|
|
(56.0
|
)
|
|
(65.0
|
)
|
|
(53.4
|
)
|
|
(39.4
|
)
|
|||||
Income (loss) before income taxes
|
133.3
|
|
|
75.2
|
|
|
57.5
|
|
|
37.5
|
|
|
(465.5
|
)
|
|||||
Income tax expense (benefit)
|
50.0
|
|
|
28.7
|
|
|
22.1
|
|
|
14.0
|
|
|
(137.1
|
)
|
|||||
Income (loss) from continuing operations
|
83.3
|
|
|
46.5
|
|
|
35.4
|
|
|
23.5
|
|
|
(328.4
|
)
|
|||||
Discontinued operations, net of tax
|
(1.1
|
)
|
|
21.4
|
|
|
2.7
|
|
|
(10.1
|
)
|
|
(15.3
|
)
|
|||||
Net income (loss)
|
$
|
82.2
|
|
|
$
|
67.9
|
|
|
$
|
38.1
|
|
|
$
|
13.4
|
|
|
$
|
(343.7
|
)
|
Income (loss) from continuing operations per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.68
|
|
|
$
|
1.46
|
|
|
$
|
1.10
|
|
|
$
|
0.73
|
|
|
$
|
(10.36
|
)
|
Diluted
|
$
|
2.64
|
|
|
$
|
1.43
|
|
|
$
|
1.06
|
|
|
$
|
0.71
|
|
|
$
|
(10.36
|
)
|
Cash dividends declared per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.68
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As of December 31,
|
||||||||||||||||||
Balance Sheet Data:
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Working capital
|
$
|
206.6
|
|
|
$
|
156.2
|
|
|
$
|
241.0
|
|
|
$
|
213.4
|
|
|
$
|
161.5
|
|
Inventories(a)
|
655.1
|
|
|
519.5
|
|
|
578.7
|
|
|
506.7
|
|
|
689.5
|
|
|||||
Total assets
|
1,661.4
|
|
|
1,419.4
|
|
|
1,486.3
|
|
|
1,400.9
|
|
|
1,650.8
|
|
|||||
Floor plan notes payable(b)
|
562.1
|
|
|
434.0
|
|
|
451.6
|
|
|
441.6
|
|
|
633.4
|
|
|||||
Total debt(b)
|
466.0
|
|
|
458.6
|
|
|
549.0
|
|
|
537.8
|
|
|
610.7
|
|
|||||
Total shareholders’ equity
|
402.8
|
|
|
326.6
|
|
|
287.1
|
|
|
243.6
|
|
|
226.6
|
|
(a)
|
Includes amounts classified as assets held for sale on our consolidated balance sheets.
|
(b)
|
Includes amounts classified as liabilities associated with assets held for sale on our consolidated balance sheets.
|
•
|
Coggin dealerships, operating primarily in Jacksonville, Fort Pierce and Orlando, Florida;
|
•
|
Courtesy dealerships operating in Tampa, Florida;
|
•
|
Crown dealerships operating in New Jersey, North Carolina, South Carolina and Virginia;
|
•
|
Nalley dealerships operating in Atlanta, Georgia;
|
•
|
McDavid dealerships operating in Austin, Dallas and Houston, Texas;
|
•
|
North Point dealerships operating in Little Rock, Arkansas;
|
•
|
Plaza dealerships operating in St. Louis, Missouri; and
|
•
|
Gray-Daniels dealerships operating in Jackson, Mississippi.
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||||
|
2012
|
|
2011
|
|
||||||||||
|
(Dollars in millions, except per share data)
|
|||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|||||||
New vehicle
|
$
|
2,607.4
|
|
|
$
|
2,239.4
|
|
|
$
|
368.0
|
|
|
16
|
%
|
Used vehicle
|
1,301.0
|
|
|
1,208.1
|
|
|
92.9
|
|
|
8
|
%
|
|||
Parts and service
|
565.3
|
|
|
555.6
|
|
|
9.7
|
|
|
2
|
%
|
|||
Finance and insurance, net
|
166.6
|
|
|
137.0
|
|
|
29.6
|
|
|
22
|
%
|
|||
Total revenues
|
4,640.3
|
|
|
4,140.1
|
|
|
500.2
|
|
|
12
|
%
|
|||
GROSS PROFIT:
|
|
|
|
|
|
|
|
|||||||
New vehicle
|
165.6
|
|
|
151.1
|
|
|
14.5
|
|
|
10
|
%
|
|||
Used vehicle
|
103.6
|
|
|
100.0
|
|
|
3.6
|
|
|
4
|
%
|
|||
Parts and service
|
327.8
|
|
|
310.9
|
|
|
16.9
|
|
|
5
|
%
|
|||
Finance and insurance, net
|
166.6
|
|
|
137.0
|
|
|
29.6
|
|
|
22
|
%
|
|||
Total gross profit
|
763.6
|
|
|
699.0
|
|
|
64.6
|
|
|
9
|
%
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative
|
556.1
|
|
|
531.6
|
|
|
24.5
|
|
|
5
|
%
|
|||
Depreciation and amortization
|
22.6
|
|
|
22.5
|
|
|
0.1
|
|
|
—
|
%
|
|||
Other operating (income) expense, net
|
(1.0
|
)
|
|
13.7
|
|
|
(14.7
|
)
|
|
(107
|
)%
|
|||
Income from operations
|
185.9
|
|
|
131.2
|
|
|
54.7
|
|
|
42
|
%
|
|||
OTHER EXPENSES:
|
|
|
|
|
|
|
|
|||||||
Floor plan interest expense
|
(11.6
|
)
|
|
(9.3
|
)
|
|
2.3
|
|
|
25
|
%
|
|||
Other interest expense, net
|
(35.6
|
)
|
|
(39.6
|
)
|
|
(4.0
|
)
|
|
(10
|
)%
|
|||
Swap interest expense
|
(5.0
|
)
|
|
(5.5
|
)
|
|
(0.5
|
)
|
|
(9
|
)%
|
|||
Convertible debt discount amortization
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(0.4
|
)
|
|
(50
|
)%
|
|||
Loss on extinguishment of long-term debt
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
(100
|
)%
|
|||
Total other expense, net
|
(52.6
|
)
|
|
(56.0
|
)
|
|
(3.4
|
)
|
|
(6
|
)%
|
|||
Income before income taxes
|
133.3
|
|
|
75.2
|
|
|
58.1
|
|
|
77
|
%
|
|||
INCOME TAX EXPENSE
|
50.0
|
|
|
28.7
|
|
|
21.3
|
|
|
74
|
%
|
|||
INCOME FROM CONTINUING OPERATIONS
|
83.3
|
|
|
46.5
|
|
|
36.8
|
|
|
79
|
%
|
|||
DISCONTINUED OPERATIONS, net of tax
|
(1.1
|
)
|
|
21.4
|
|
|
(22.5
|
)
|
|
(105
|
)%
|
|||
NET INCOME
|
$
|
82.2
|
|
|
$
|
67.9
|
|
|
$
|
14.3
|
|
|
21
|
%
|
Income from continuing operations per common share—Diluted
|
$
|
2.64
|
|
|
$
|
1.43
|
|
|
$
|
1.21
|
|
|
85
|
%
|
Net income per common share—Diluted
|
$
|
2.61
|
|
|
$
|
2.08
|
|
|
$
|
0.53
|
|
|
25
|
%
|
|
For the Year Ended December 31,
|
||||
|
2012
|
|
2011
|
||
REVENUE MIX PERCENTAGES:
|
|
|
|
||
New vehicles
|
56.2
|
%
|
|
54.1
|
%
|
Used retail vehicles
|
23.7
|
%
|
|
24.7
|
%
|
Used vehicle wholesale
|
4.3
|
%
|
|
4.5
|
%
|
Parts and service
|
12.2
|
%
|
|
13.4
|
%
|
Finance and insurance, net
|
3.6
|
%
|
|
3.3
|
%
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
GROSS PROFIT MIX PERCENTAGES:
|
|
|
|
||
New vehicles
|
21.7
|
%
|
|
21.6
|
%
|
Used retail vehicles
|
13.7
|
%
|
|
14.5
|
%
|
Used vehicle wholesale
|
(0.1
|
)%
|
|
(0.2
|
)%
|
Parts and service
|
42.9
|
%
|
|
44.5
|
%
|
Finance and insurance, net
|
21.8
|
%
|
|
19.6
|
%
|
Total gross profit
|
100.0
|
%
|
|
100.0
|
%
|
SG&A EXPENSES AS A PERCENTAGE OF GROSS PROFIT
|
72.8
|
%
|
|
76.1
|
%
|
|
For the Year Ended December 31,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2012
|
|
2011
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
New vehicle revenue—same store(1)
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
959.2
|
|
|
$
|
828.1
|
|
|
$
|
131.1
|
|
|
16
|
%
|
Mid-line import
|
1,268.3
|
|
|
1,060.6
|
|
|
207.7
|
|
|
20
|
%
|
|||
Mid-line domestic
|
374.1
|
|
|
350.7
|
|
|
23.4
|
|
|
7
|
%
|
|||
Total new vehicle revenue—same store(1)
|
2,601.6
|
|
|
2,239.4
|
|
|
362.2
|
|
|
16
|
%
|
|||
New vehicle revenue—acquisitions
|
5.8
|
|
|
—
|
|
|
|
|
|
|||||
New vehicle revenue, as reported
|
$
|
2,607.4
|
|
|
$
|
2,239.4
|
|
|
$
|
368.0
|
|
|
16
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
New vehicle gross profit—same store(1)
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
72.6
|
|
|
$
|
63.4
|
|
|
$
|
9.2
|
|
|
15
|
%
|
Mid-line import
|
67.4
|
|
|
63.9
|
|
|
3.5
|
|
|
5
|
%
|
|||
Mid-line domestic
|
25.1
|
|
|
23.8
|
|
|
1.3
|
|
|
5
|
%
|
|||
Total new vehicle gross profit—same store(1)
|
165.1
|
|
|
151.1
|
|
|
14.0
|
|
|
9
|
%
|
|||
New vehicle gross profit—acquisitions
|
0.5
|
|
|
—
|
|
|
|
|
|
|||||
New vehicle gross profit, as reported
|
$
|
165.6
|
|
|
$
|
151.1
|
|
|
$
|
14.5
|
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
For the Year Ended December 31,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2012
|
|
2011
|
|
||||||||||
New vehicle units:
|
|
|
|
|
|
|
|
|||||||
New vehicle retail units—same store(1)
|
|
|
|
|
|
|
|
|||||||
Luxury
|
19,386
|
|
|
16,712
|
|
|
2,674
|
|
|
16
|
%
|
|||
Mid-line import
|
48,067
|
|
|
40,560
|
|
|
7,507
|
|
|
19
|
%
|
|||
Mid-line domestic
|
10,147
|
|
|
9,353
|
|
|
794
|
|
|
8
|
%
|
|||
Total new vehicle retail units—same store(1)
|
77,600
|
|
|
66,625
|
|
|
10,975
|
|
|
16
|
%
|
|||
Fleet vehicles
|
2,365
|
|
|
2,679
|
|
|
(314
|
)
|
|
(12
|
)%
|
|||
Total new vehicle units—same store(1)
|
79,965
|
|
|
69,304
|
|
|
10,661
|
|
|
15
|
%
|
|||
New vehicle units—acquisitions
|
112
|
|
|
—
|
|
|
|
|
|
|||||
New vehicle units—actual
|
80,077
|
|
|
69,304
|
|
|
10,773
|
|
|
16
|
%
|
|
For the Year Ended December 31,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2012
|
|
2011
|
|
||||||||||
Revenue per new vehicle sold—same store(1)
|
$
|
32,534
|
|
|
$
|
32,313
|
|
|
$
|
221
|
|
|
1
|
%
|
Gross profit per new vehicle sold—same store(1)
|
$
|
2,065
|
|
|
$
|
2,180
|
|
|
$
|
(115
|
)
|
|
(5
|
)%
|
New vehicle gross margin—same store(1)
|
6.3
|
%
|
|
6.7
|
%
|
|
(0.4
|
)%
|
|
(6
|
)%
|
(1)
|
Same store amounts consist of information from dealerships for the identical months of each period presented in the comparison, commencing with the first full month in which the dealership was owned by us.
|
|
For the Year Ended December 31,
|
|
Increase
|
|
%
Change
|
|||||||||
|
2012
|
|
2011
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail revenues—same store(1)
|
$
|
1,099.2
|
|
|
$
|
1,021.5
|
|
|
$
|
77.7
|
|
|
8
|
%
|
Used vehicle retail revenues—acquisitions
|
2.2
|
|
|
—
|
|
|
|
|
|
|||||
Total used vehicle retail revenues
|
1,101.4
|
|
|
1,021.5
|
|
|
79.9
|
|
|
8
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Used vehicle wholesale revenues—same store(1)
|
199.2
|
|
|
186.6
|
|
|
12.6
|
|
|
7
|
%
|
|||
Used vehicle wholesale revenues—acquisitions
|
0.4
|
|
|
—
|
|
|
|
|
|
|||||
Total used vehicle wholesale revenues
|
199.6
|
|
|
186.6
|
|
|
13.0
|
|
|
7
|
%
|
|||
Used vehicle revenue, as reported
|
$
|
1,301.0
|
|
|
$
|
1,208.1
|
|
|
$
|
92.9
|
|
|
8
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail gross profit—same store(1)
|
$
|
103.8
|
|
|
$
|
101.1
|
|
|
$
|
2.7
|
|
|
3
|
%
|
Used vehicle retail gross profit—acquisitions
|
0.2
|
|
|
—
|
|
|
|
|
|
|||||
Total used vehicle retail gross profit
|
104.0
|
|
|
101.1
|
|
|
2.9
|
|
|
3
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Used vehicle wholesale gross profit—same store(1)
|
(0.5
|
)
|
|
(1.1
|
)
|
|
0.6
|
|
|
55
|
%
|
|||
Used vehicle wholesale gross profit—acquisitions
|
0.1
|
|
|
—
|
|
|
|
|
|
|||||
Total used vehicle wholesale gross profit
|
(0.4
|
)
|
|
(1.1
|
)
|
|
0.7
|
|
|
64
|
%
|
|||
Used vehicle gross profit, as reported
|
$
|
103.6
|
|
|
$
|
100.0
|
|
|
$
|
3.6
|
|
|
4
|
%
|
Used vehicle retail units:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail units—same store(1)
|
57,345
|
|
|
54,009
|
|
|
3,336
|
|
|
6
|
%
|
|||
Used vehicle retail units—acquisitions
|
89
|
|
|
—
|
|
|
|
|
|
|||||
Used vehicle retail units—actual
|
57,434
|
|
|
54,009
|
|
|
3,425
|
|
|
6
|
%
|
|
For the Year Ended December 31,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2012
|
|
2011
|
|
||||||||||
Revenue per used vehicle retailed—same store(1)
|
$
|
19,168
|
|
|
$
|
18,914
|
|
|
$
|
254
|
|
|
1
|
%
|
Gross profit per used vehicle retailed—same store(1)
|
$
|
1,810
|
|
|
$
|
1,872
|
|
|
$
|
(62
|
)
|
|
(3
|
)%
|
Used vehicle retail gross margin—same store(1)
|
9.4
|
%
|
|
9.9
|
%
|
|
(0.5
|
)%
|
|
(5
|
)%
|
(1)
|
Same store amounts consist of information from dealerships for the identical months of each period presented in the comparison, commencing with the first full month in which the dealership was owned by us.
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||||
|
2012
|
|
2011
|
|
||||||||||
|
(Dollars in millions)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Parts and service revenue—same store(1)
|
$
|
564.2
|
|
|
$
|
555.6
|
|
|
$
|
8.6
|
|
|
2
|
%
|
Parts and service revenues—acquisitions
|
1.1
|
|
|
—
|
|
|
|
|
|
|||||
Parts and service revenue, as reported
|
$
|
565.3
|
|
|
$
|
555.6
|
|
|
$
|
9.7
|
|
|
2
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Parts and service gross profit—same store(1)
|
|
|
|
|
|
|
|
|||||||
Customer pay
|
$
|
202.4
|
|
|
$
|
193.1
|
|
|
$
|
9.3
|
|
|
5
|
%
|
Reconditioning and preparation
|
66.9
|
|
|
56.2
|
|
|
10.7
|
|
|
19
|
%
|
|||
Warranty
|
38.8
|
|
|
42.8
|
|
|
(4.0
|
)
|
|
(9
|
)%
|
|||
Wholesale parts
|
19.1
|
|
|
18.8
|
|
|
0.3
|
|
|
2
|
%
|
|||
Total parts and service gross profit—same store(1)
|
327.2
|
|
|
310.9
|
|
|
16.3
|
|
|
5
|
%
|
|||
Parts and service gross profit—acquisitions
|
0.6
|
|
|
—
|
|
|
|
|
|
|||||
Parts and service gross profit, as reported
|
$
|
327.8
|
|
|
$
|
310.9
|
|
|
$
|
16.9
|
|
|
5
|
%
|
Parts and service gross margin—same store(1)
|
58.0
|
%
|
|
56.0
|
%
|
|
2.0
|
%
|
|
4
|
%
|
(1)
|
Same store amounts consist of information from dealerships for the identical months of each period presented in the comparison, commencing with the first full month in which the dealership was owned by us.
|
|
For the Year Ended December 31,
|
|
Increase
|
|
%
Change
|
|||||||||
|
2012
|
|
2011
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
|
|
|
|
|
|
|
|
|||||||
Finance and insurance, net—same store(1)
|
$
|
166.4
|
|
|
$
|
137.0
|
|
|
$
|
29.4
|
|
|
21
|
%
|
Finance and insurance, net—acquisitions
|
0.2
|
|
|
—
|
|
|
|
|
|
|||||
Finance and insurance, net as reported
|
$
|
166.6
|
|
|
$
|
137.0
|
|
|
$
|
29.6
|
|
|
22
|
%
|
Finance and insurance, net per vehicle sold—same store(1)
|
$
|
1,212
|
|
|
$
|
1,111
|
|
|
$
|
101
|
|
|
9
|
%
|
(1)
|
Same store amounts consist of information from dealerships for the identical months of each period presented in the comparison, commencing with the first full month in which the dealership was owned by us.
|
|
For the Year Ended December 31,
|
|
|
|
% of Gross
Profit Increase (Decrease)
|
|||||||||||||||
|
2012
|
|
% of Gross
Profit
|
|
2011
|
|
% of Gross
Profit
|
|
Increase
(Decrease)
|
|||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||
Personnel costs
|
$
|
254.5
|
|
|
33.4
|
%
|
|
$
|
244.5
|
|
|
35.0
|
%
|
|
$
|
10.0
|
|
|
(1.6
|
)%
|
Sales compensation
|
80.0
|
|
|
10.5
|
%
|
|
72.8
|
|
|
10.4
|
%
|
|
7.2
|
|
|
0.1
|
%
|
|||
Share-based compensation
|
7.1
|
|
|
0.9
|
%
|
|
6.1
|
|
|
0.9
|
%
|
|
1.0
|
|
|
—
|
%
|
|||
Outside services
|
55.0
|
|
|
7.2
|
%
|
|
54.2
|
|
|
7.8
|
%
|
|
0.8
|
|
|
(0.6
|
)%
|
|||
Advertising
|
27.6
|
|
|
3.6
|
%
|
|
25.3
|
|
|
3.6
|
%
|
|
2.3
|
|
|
—
|
%
|
|||
Rent
|
35.5
|
|
|
4.7
|
%
|
|
36.3
|
|
|
5.2
|
%
|
|
(0.8
|
)
|
|
(0.5
|
)%
|
|||
Utilities
|
14.0
|
|
|
1.8
|
%
|
|
14.5
|
|
|
2.1
|
%
|
|
(0.5
|
)
|
|
(0.3
|
)%
|
|||
Insurance
|
10.9
|
|
|
1.4
|
%
|
|
9.8
|
|
|
1.4
|
%
|
|
1.1
|
|
|
—
|
%
|
|||
Other
|
70.4
|
|
|
9.3
|
%
|
|
68.1
|
|
|
9.7
|
%
|
|
2.3
|
|
|
(0.4
|
)%
|
|||
Selling, general and administrative expense—same store(1)
|
555.0
|
|
|
72.8
|
%
|
|
531.6
|
|
|
76.1
|
%
|
|
23.4
|
|
|
(3.3
|
)%
|
|||
Acquisitions
|
1.1
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative—actual
|
$
|
556.1
|
|
|
72.8
|
%
|
|
$
|
531.6
|
|
|
76.1
|
%
|
|
$
|
24.5
|
|
|
(3.3
|
)%
|
Gross profit—same store(1)
|
$
|
762.0
|
|
|
|
|
$
|
699.0
|
|
|
|
|
|
|
|
|||||
Gross profit—actual
|
$
|
763.6
|
|
|
|
|
$
|
699.0
|
|
|
|
|
|
|
|
(1)
|
Same store amounts consist of information from dealerships for the identical months of each period presented in the comparison, commencing with the first full month in which the dealership was owned by us.
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||||
|
2011
|
|
2010
|
|
||||||||||
|
(Dollars in millions, except per share data)
|
|||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|||||||
New vehicle
|
$
|
2,239.4
|
|
|
$
|
2,077.8
|
|
|
$
|
161.6
|
|
|
8
|
%
|
Used vehicle
|
1,208.1
|
|
|
1,041.2
|
|
|
166.9
|
|
|
16
|
%
|
|||
Parts and service
|
555.6
|
|
|
531.2
|
|
|
24.4
|
|
|
5
|
%
|
|||
Finance and insurance, net
|
137.0
|
|
|
111.2
|
|
|
25.8
|
|
|
23
|
%
|
|||
Total revenues
|
4,140.1
|
|
|
3,761.4
|
|
|
378.7
|
|
|
10
|
%
|
|||
GROSS PROFIT:
|
|
|
|
|
|
|
|
|||||||
New vehicle
|
151.1
|
|
|
137.4
|
|
|
13.7
|
|
|
10
|
%
|
|||
Used vehicle
|
100.0
|
|
|
89.1
|
|
|
10.9
|
|
|
12
|
%
|
|||
Parts and service
|
310.9
|
|
|
289.3
|
|
|
21.6
|
|
|
7
|
%
|
|||
Finance and insurance, net
|
137.0
|
|
|
111.2
|
|
|
25.8
|
|
|
23
|
%
|
|||
Total gross profit
|
699.0
|
|
|
627.0
|
|
|
72.0
|
|
|
11
|
%
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative
|
531.6
|
|
|
484.1
|
|
|
47.5
|
|
|
10
|
%
|
|||
Depreciation and amortization
|
22.5
|
|
|
20.5
|
|
|
2.0
|
|
|
10
|
%
|
|||
Other operating expense (income), net
|
13.7
|
|
|
(0.1
|
)
|
|
13.8
|
|
|
NM
|
|
|||
Income from operations
|
131.2
|
|
|
122.5
|
|
|
8.7
|
|
|
7
|
%
|
|||
OTHER EXPENSES:
|
|
|
|
|
|
|
|
|||||||
Floor plan interest expense
|
(9.3
|
)
|
|
(9.0
|
)
|
|
0.3
|
|
|
3
|
%
|
|||
Other interest expense, net
|
(39.6
|
)
|
|
(35.4
|
)
|
|
4.2
|
|
|
12
|
%
|
|||
Swap interest expense
|
(5.5
|
)
|
|
(6.6
|
)
|
|
(1.1
|
)
|
|
(17
|
)%
|
|||
Convertible debt discount amortization
|
(0.8
|
)
|
|
(1.4
|
)
|
|
(0.6
|
)
|
|
(43
|
)%
|
|||
Loss on extinguishment of long-term debt
|
(0.8
|
)
|
|
(12.6
|
)
|
|
(11.8
|
)
|
|
—
|
%
|
|||
Total other expense, net
|
(56.0
|
)
|
|
(65.0
|
)
|
|
(9.0
|
)
|
|
(14
|
)%
|
|||
Income before income taxes
|
75.2
|
|
|
57.5
|
|
|
17.7
|
|
|
31
|
%
|
|||
INCOME TAX EXPENSE
|
28.7
|
|
|
22.1
|
|
|
6.6
|
|
|
30
|
%
|
|||
INCOME FROM CONTINUING OPERATIONS
|
46.5
|
|
|
35.4
|
|
|
11.1
|
|
|
31
|
%
|
|||
DISCONTINUED OPERATIONS, net of tax
|
21.4
|
|
|
2.7
|
|
|
18.7
|
|
|
NM
|
|
|||
NET INCOME
|
$
|
67.9
|
|
|
$
|
38.1
|
|
|
$
|
29.8
|
|
|
78
|
%
|
Income from continuing operations per common share—Diluted
|
$
|
1.43
|
|
|
$
|
1.06
|
|
|
$
|
0.37
|
|
|
35
|
%
|
Net income per common share—Diluted
|
$
|
2.08
|
|
|
$
|
1.14
|
|
|
$
|
0.94
|
|
|
82
|
%
|
|
For the Year Ended December 31,
|
||||
|
2011
|
|
2010
|
||
REVENUE MIX PERCENTAGES:
|
|
|
|
||
New vehicles
|
54.1
|
%
|
|
55.2
|
%
|
Used retail vehicles
|
24.7
|
%
|
|
22.5
|
%
|
Used vehicle wholesale
|
4.5
|
%
|
|
5.2
|
%
|
Parts and service
|
13.4
|
%
|
|
14.1
|
%
|
Finance and insurance, net
|
3.3
|
%
|
|
3.0
|
%
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
GROSS PROFIT MIX PERCENTAGES:
|
|
|
|
||
New vehicles
|
21.6
|
%
|
|
21.9
|
%
|
Used retail vehicles
|
14.5
|
%
|
|
14.5
|
%
|
Used vehicle wholesale
|
(0.2
|
)%
|
|
(0.2
|
)%
|
Parts and service
|
44.5
|
%
|
|
46.1
|
%
|
Finance and insurance, net
|
19.6
|
%
|
|
17.7
|
%
|
Total gross profit
|
100.0
|
%
|
|
100.0
|
%
|
SG&A EXPENSES AS A PERCENTAGE OF GROSS PROFIT
|
76.1
|
%
|
|
77.2
|
%
|
|
For the Year Ended December 31,
|
|
Increase
|
|
%
Change
|
|||||||||
|
2011
|
|
2010
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
New vehicle revenue—same store(1)
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
798.7
|
|
|
$
|
768.6
|
|
|
$
|
30.1
|
|
|
4
|
%
|
Mid-line import
|
1,026.3
|
|
|
999.3
|
|
|
27.0
|
|
|
3
|
%
|
|||
Mid-line domestic
|
350.7
|
|
|
309.9
|
|
|
40.8
|
|
|
13
|
%
|
|||
Total new vehicle revenue—same store(1)
|
2,175.7
|
|
|
2,077.8
|
|
|
97.9
|
|
|
5
|
%
|
|||
New vehicle revenue—acquisitions
|
63.7
|
|
|
—
|
|
|
|
|
|
|||||
New vehicle revenue, as reported
|
$
|
2,239.4
|
|
|
$
|
2,077.8
|
|
|
$
|
161.6
|
|
|
8
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
New vehicle gross profit—same store(1)
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
60.7
|
|
|
$
|
59.7
|
|
|
$
|
1.0
|
|
|
2
|
%
|
Mid-line import
|
62.6
|
|
|
55.3
|
|
|
7.3
|
|
|
13
|
%
|
|||
Mid-line domestic
|
23.8
|
|
|
22.4
|
|
|
1.4
|
|
|
6
|
%
|
|||
Total new vehicle gross profit—same store(1)
|
147.1
|
|
|
137.4
|
|
|
9.7
|
|
|
7
|
%
|
|||
New vehicle gross profit—acquisitions
|
4.0
|
|
|
—
|
|
|
|
|
|
|||||
New vehicle gross profit, as reported
|
$
|
151.1
|
|
|
$
|
137.4
|
|
|
$
|
13.7
|
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
For the Year Ended December 31,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2011
|
|
2010
|
|
||||||||||
New vehicle units:
|
|
|
|
|
|
|
|
|||||||
New vehicle retail units—same store(1)
|
|
|
|
|
|
|
|
|||||||
Luxury
|
16,136
|
|
|
15,916
|
|
|
220
|
|
|
1
|
%
|
|||
Mid-line import
|
39,266
|
|
|
39,828
|
|
|
(562
|
)
|
|
(1
|
)%
|
|||
Mid-line domestic
|
9,353
|
|
|
8,283
|
|
|
1,070
|
|
|
13
|
%
|
|||
Total new vehicle retail units—same store(1)
|
64,755
|
|
|
64,027
|
|
|
728
|
|
|
1
|
%
|
|||
Fleet vehicles
|
2,633
|
|
|
2,080
|
|
|
553
|
|
|
27
|
%
|
|||
Total new vehicle units—same store(1)
|
67,388
|
|
|
66,107
|
|
|
1,281
|
|
|
2
|
%
|
|||
New vehicle units—acquisitions
|
1,916
|
|
|
—
|
|
|
|
|
|
|||||
New vehicle units—actual
|
69,304
|
|
|
66,107
|
|
|
3,197
|
|
|
5
|
%
|
|
For the Year Ended December 31,
|
|
Increase
|
|
%
Change
|
|||||||||
|
2011
|
|
2010
|
|
||||||||||
Revenue per new vehicle sold—same store(1)
|
$
|
32,286
|
|
|
$
|
31,431
|
|
|
$
|
855
|
|
|
3
|
%
|
Gross profit per new vehicle sold—same store(1)
|
$
|
2,183
|
|
|
$
|
2,078
|
|
|
$
|
105
|
|
|
5
|
%
|
New vehicle gross margin—same store(1)
|
6.8
|
%
|
|
6.6
|
%
|
|
0.2
|
%
|
|
3
|
%
|
(1)
|
Same store amounts consist of information from dealerships for the identical months of each period presented in the comparison, commencing with the first full month in which the dealership was owned by us.
|
|
For the Year Ended December 31,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2011
|
|
2010
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail revenues—same store(1)
|
$
|
985.7
|
|
|
$
|
843.8
|
|
|
$
|
141.9
|
|
|
17
|
%
|
Used vehicle retail revenues—acquisitions
|
35.8
|
|
|
—
|
|
|
|
|
|
|||||
Total used vehicle retail revenues
|
1,021.5
|
|
|
843.8
|
|
|
177.7
|
|
|
21
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Used vehicle wholesale revenues—same store(1)
|
181.9
|
|
|
197.4
|
|
|
(15.5
|
)
|
|
(8
|
)%
|
|||
Used vehicle wholesale revenues—acquisitions
|
4.7
|
|
|
—
|
|
|
|
|
|
|||||
Total used vehicle wholesale revenues
|
186.6
|
|
|
197.4
|
|
|
(10.8
|
)
|
|
(5
|
)%
|
|||
Used vehicle revenue, as reported
|
$
|
1,208.1
|
|
|
$
|
1,041.2
|
|
|
$
|
166.9
|
|
|
16
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail gross profit—same store(1)
|
$
|
97.7
|
|
|
$
|
90.2
|
|
|
$
|
7.5
|
|
|
8
|
%
|
Used vehicle retail gross profit—acquisitions
|
3.4
|
|
|
—
|
|
|
|
|
|
|||||
Total used vehicle retail gross profit
|
101.1
|
|
|
90.2
|
|
|
10.9
|
|
|
12
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Used vehicle wholesale gross profit—same store(1)
|
(1.0
|
)
|
|
(1.1
|
)
|
|
0.1
|
|
|
9
|
%
|
|||
Used vehicle wholesale gross profit—acquisitions
|
(0.1
|
)
|
|
—
|
|
|
|
|
|
|||||
Total used vehicle wholesale gross profit
|
(1.1
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
%
|
|||
Used vehicle gross profit, as reported
|
$
|
100.0
|
|
|
$
|
89.1
|
|
|
$
|
10.9
|
|
|
12
|
%
|
Used vehicle retail units:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail units—same store(1)
|
52,234
|
|
|
44,583
|
|
|
7,651
|
|
|
17
|
%
|
|||
Used vehicle retail units—acquisitions
|
1,775
|
|
|
—
|
|
|
|
|
|
|||||
Used vehicle retail units—actual
|
54,009
|
|
|
44,583
|
|
|
9,426
|
|
|
21
|
%
|
|
For the Year Ended December 31,
|
|
(Decrease)
|
|
%
Change
|
|||||||||
|
2011
|
|
2010
|
|
||||||||||
Revenue per used vehicle retailed—same store(1)
|
$
|
18,871
|
|
|
$
|
18,926
|
|
|
$
|
(55
|
)
|
|
—
|
%
|
Gross profit per used vehicle retailed—same store(1)
|
$
|
1,870
|
|
|
$
|
2,023
|
|
|
$
|
(153
|
)
|
|
(8
|
)%
|
Used vehicle retail gross margin—same store(1)
|
9.9
|
%
|
|
10.7
|
%
|
|
(0.8
|
)%
|
|
(7
|
)%
|
(1)
|
Same store amounts consist of information from dealerships for the identical months of each period presented in the comparison, commencing with the first full month in which the dealership was owned by us.
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||||
|
2011
|
|
2010
|
|
||||||||||
|
(Dollars in millions)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Parts and service revenue—same store(1)
|
$
|
536.1
|
|
|
$
|
531.2
|
|
|
$
|
4.9
|
|
|
1
|
%
|
Parts and service revenues—acquisitions
|
19.5
|
|
|
—
|
|
|
|
|
|
|||||
Parts and service revenue, as reported
|
$
|
555.6
|
|
|
$
|
531.2
|
|
|
$
|
24.4
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Parts and service gross profit—same store(1)
|
|
|
|
|
|
|
|
|||||||
Customer pay
|
$
|
185.6
|
|
|
$
|
181.5
|
|
|
$
|
4.1
|
|
|
2
|
%
|
Reconditioning and preparation
|
54.8
|
|
|
43.4
|
|
|
11.4
|
|
|
26
|
%
|
|||
Warranty
|
40.8
|
|
|
45.9
|
|
|
(5.1
|
)
|
|
(11
|
)%
|
|||
Wholesale parts
|
18.6
|
|
|
18.5
|
|
|
0.1
|
|
|
1
|
%
|
|||
Total parts and service gross profit—same store(1)
|
299.8
|
|
|
289.3
|
|
|
10.5
|
|
|
4
|
%
|
|||
Parts and service gross profit—acquisitions
|
11.1
|
|
|
—
|
|
|
|
|
|
|||||
Parts and service gross profit, as reported
|
$
|
310.9
|
|
|
$
|
289.3
|
|
|
$
|
21.6
|
|
|
7
|
%
|
Parts and service gross margin—same store(1)
|
56.0
|
%
|
|
54.5
|
%
|
|
1.5
|
%
|
|
3
|
%
|
(1)
|
Same store amounts consist of information from dealerships for the identical months of each period presented in the comparison, commencing with the first full month in which the dealership was owned by us.
|
|
For the Year Ended December 31,
|
|
Increase
|
|
%
Change
|
|||||||||
|
2011
|
|
2010
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
|
|
|
|
|
|
|
|
|||||||
Finance and insurance, net—same store(1)
|
$
|
133.4
|
|
|
$
|
111.2
|
|
|
$
|
22.2
|
|
|
20
|
%
|
Finance and insurance, net—acquisitions
|
3.6
|
|
|
—
|
|
|
|
|
|
|||||
Finance and insurance, net as reported
|
$
|
137.0
|
|
|
$
|
111.2
|
|
|
$
|
25.8
|
|
|
23
|
%
|
Finance and insurance, net per vehicle sold—same store(1)
|
$
|
1,116
|
|
|
$
|
1,005
|
|
|
$
|
111
|
|
|
11
|
%
|
(1)
|
Same store amounts consist of information from dealerships for the identical months of each period presented in the comparison, commencing with the first full month in which the dealership was owned by us.
|
|
For the Year Ended December 31,
|
|
|
|
% of Gross
Profit Increase (Decrease)
|
|||||||||||||||
|
2011
|
|
% of Gross
Profit
|
|
2010
|
|
% of Gross
Profit
|
|
Increase
(Decrease)
|
|||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||
Personnel costs
|
$
|
237.4
|
|
|
35.1
|
%
|
|
$
|
226.7
|
|
|
36.2
|
%
|
|
$
|
10.7
|
|
|
(1.1
|
)%
|
Sales compensation
|
70.5
|
|
|
10.4
|
%
|
|
61.9
|
|
|
9.9
|
%
|
|
8.6
|
|
|
0.5
|
%
|
|||
Share-based compensation
|
6.1
|
|
|
0.9
|
%
|
|
5.1
|
|
|
0.8
|
%
|
|
1.0
|
|
|
0.1
|
%
|
|||
Outside services
|
52.6
|
|
|
7.8
|
%
|
|
45.6
|
|
|
7.3
|
%
|
|
7.0
|
|
|
0.5
|
%
|
|||
Advertising
|
24.0
|
|
|
3.5
|
%
|
|
24.3
|
|
|
3.9
|
%
|
|
(0.3
|
)
|
|
(0.4
|
)%
|
|||
Rent
|
36.3
|
|
|
5.4
|
%
|
|
40.2
|
|
|
6.4
|
%
|
|
(3.9
|
)
|
|
(1.0
|
)%
|
|||
Utilities
|
14.0
|
|
|
2.1
|
%
|
|
14.8
|
|
|
2.4
|
%
|
|
(0.8
|
)
|
|
(0.3
|
)%
|
|||
Insurance
|
9.4
|
|
|
1.4
|
%
|
|
9.8
|
|
|
1.6
|
%
|
|
(0.4
|
)
|
|
(0.2
|
)%
|
|||
Other
|
66.3
|
|
|
9.7
|
%
|
|
55.7
|
|
|
8.7
|
%
|
|
10.6
|
|
|
1.0
|
%
|
|||
Selling, general and administrative expense—same store(1)
|
516.6
|
|
|
76.3
|
%
|
|
484.1
|
|
|
77.2
|
%
|
|
32.5
|
|
|
(0.9
|
)%
|
|||
Acquisitions
|
15.0
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative—actual
|
$
|
531.6
|
|
|
76.1
|
%
|
|
$
|
484.1
|
|
|
77.2
|
%
|
|
$
|
47.5
|
|
|
(1.1
|
)%
|
Gross profit—same store(1)
|
$
|
677.0
|
|
|
|
|
$
|
627.0
|
|
|
|
|
|
|
|
|||||
Gross profit—actual
|
$
|
699.0
|
|
|
|
|
$
|
627.0
|
|
|
|
|
|
|
|
(1)
|
Same store amounts consist of information from dealerships for the identical months of each period presented in the comparison, commencing with the first full month in which the dealership was owned by us.
|
•
|
Revolving credit facility
- a $175.0 million senior secured revolving credit facility for, among other things, acquisitions, working capital and capital expenditures, including a $50.0 million sublimit for letters of credit. Our borrowing capacity under the revolving credit facility is limited by a borrowing base calculation and any outstanding letters of credit. As of
December 31, 2012
, we had
$14.6 million
in outstanding letters of credit, resulting in $160.4 million of borrowing availability under our revolving credit facility. There were no amounts drawn under our revolving credit facility as of
December 31, 2012
.
|
•
|
New inventory floor plan facilities
- a $625.0 million senior secured new vehicle revolving floor plan facility. In conjunction with the new vehicle floor plan facility, we established an account with Bank of America that allows us to transfer cash to an account as an offset to floor plan notes payable (a “floor plan offset account”). These transfers reduce the amount of outstanding new vehicle floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into our operating cash accounts within one to two days. As a result of the use of our floor plan offset account, we experience a reduction in Floor plan interest expense on our Consolidated Statements of Income. As of
December 31, 2012
, we had
$12.6 million
in this floor plan offset account. We also have a floor plan facility with Ford to purchase new Ford and Lincoln vehicle inventory, as well as facilities with certain other manufacturers for loaner vehicles. Neither our floor plan facility with Ford nor our facilities for loaner vehicles have stated borrowing limitations. As of
December 31, 2012
, we had $507.0 million net outstanding under our senior secured new vehicle revolving floor plan facility (including $5.4 million classified as Liabilities associated with assets held for sale) and $55.1 million outstanding under our floor plan facility with Ford.
|
•
|
Used vehicle floor plan facility
- a $100.0 million senior secured used vehicle revolving floor plan facility to finance the acquisition of used vehicle inventory and for, among other things, other working capital and capital expenditures, as well as to refinance used vehicles. Our borrowing capacity under the used vehicle floor plan facility is limited by a borrowing base calculation. As of
December 31, 2012
, we had $2.0 million outstanding under our used vehicle revolving floor plan facility, which was drawn for general corporate purposes, and $53.5 million of remaining borrowing availability under our used vehicle revolving floor plan facility.
|
•
|
Mortgage notes
- as of
December 31, 2012
, we had $
118.9 million
of mortgage note obligations. These obligations are secured by the related underlying property.
|
•
|
7.625% Senior Subordinated Notes due 2017 (“7.625% Notes”)
- as of
December 31, 2012
, we had
$143.2 million
in aggregate principal amount of our 7.625% Notes outstanding. We are required to pay interest on the 7.625% Notes on March 15 and September 15 of each year until their maturity on March 15, 2017.
|
•
|
8.375% Senior Subordinated Notes due 2020 (“8.375% Notes”)
- as of
December 31, 2012
, we had
$200.0 million
in aggregate principal amount of our 8.375% Notes outstanding. We are required to pay interest on the 8.375% Notes on May 15 and November 15 of each year until their maturity on November 15, 2020.
|
|
Payments due by period
|
||||||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
Floor plan notes payable (a)
|
$
|
562.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
562.1
|
|
Operating leases
|
36.6
|
|
|
33.4
|
|
|
31.0
|
|
|
30.5
|
|
|
28.1
|
|
|
116.8
|
|
|
276.4
|
|
|||||||
Long-term debt
|
4.6
|
|
|
4.7
|
|
|
20.7
|
|
|
3.7
|
|
|
147.1
|
|
|
285.2
|
|
|
466.0
|
|
|||||||
Interest on long-term debt (b)
|
33.9
|
|
|
33.7
|
|
|
33.5
|
|
|
32.7
|
|
|
23.8
|
|
|
62.2
|
|
|
219.8
|
|
|||||||
Deferred compensation obligations (c)
|
7.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
|||||||
Employee compensation obligations
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||||
Total
|
$
|
646.0
|
|
|
$
|
71.8
|
|
|
$
|
85.2
|
|
|
$
|
66.9
|
|
|
$
|
199.0
|
|
|
$
|
464.2
|
|
|
$
|
1,533.1
|
|
(a)
|
Includes $5.4 million classified as liabilities associated with assets held for sale.
|
(b)
|
Includes variable interest calculated using an estimated LIBOR rate of 0.21%, and assumes that borrowings will not be refinanced upon maturity.
|
(c)
|
In February 2012, our Board of Directors elected to terminate the Asbury Wealth Accumulation Plan (the "Deferred Compensation Plan" or the "Plan"). As a result of this decision, we reclassified $7.8 million of liabilities associated with the Deferred Compensation Plan from Other Long-Term Liabilities to Other Current Liabilities and Accounts Payable on our Consolidated Balance Sheet as of December 31, 2012. We expect to relieve our liabilities under the Deferred Compensation Plan through distributions to Plan participants in the first quarter of 2013, using primarily the associated assets of the Deferred Compensation Plan.
|
|
For the Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Reconciliation of Cash (used in) provided by operating activities to Cash provided by operating activities, as adjusted
|
|
|
|
|
|
||||||
Cash (used in) provided by operating activities, as reported
|
$
|
(20.7
|
)
|
|
$
|
(181.1
|
)
|
|
$
|
9.9
|
|
New vehicle floor plan borrowings - non-trade, net
|
135.4
|
|
|
291.4
|
|
|
7.3
|
|
|||
Floor plan notes payable - trade divestitures
|
—
|
|
|
24.8
|
|
|
5.9
|
|
|||
Cash provided by operating activities, as adjusted
|
$
|
114.7
|
|
|
$
|
135.1
|
|
|
$
|
23.1
|
|
•
|
$29.7 million related to an increase in inventory, net of floor plan notes payable, primarily as a result of (i) limited availability of new inventory in 2011 due to the natural disasters and related events in Japan and (ii) a $4.9 million decrease in the use of available cash to reduce our floor plan notes payable prior to the sale of the related vehicle through the use of floor plan offset accounts in 2012;
|
•
|
$28.9 million related to a net increase in other current assets, primarily related to an increase in our loaner vehicle inventory and the turnover of that inventory. The turnover of loaner vehicle inventory during 2011 was limited because of the inventory shortages created as a result of the natural disaster and other related events in Japan in 2011; and
|
•
|
$34.2 million related to sales volume and the timing of collection of accounts receivable and contracts-in-transit during 2012 as compared to 2011.
|
•
|
$28.7 million related to the increase in accounts payable and accrued expenses as a result of (i) increased business activities during 2012 as compared to 2011 and (ii) our decision to terminate an interest rate swap in 2011; and
|
•
|
$44.7 million increase in net income adjusted for non-cash items.
|
Used vehicle losses (original inventory cost in excess of sales price)—
|
|
(In millions)
|
||
For the year ended December 31, 2012
|
|
$
|
9.4
|
|
For the year ended December 31, 2011
|
|
$
|
9.6
|
|
For the year ended December 31, 2010
|
|
$
|
10.4
|
|
Used vehicle lower of cost or market reserve—
|
|
Reserve Amount (in millions)
|
|
Percentage of Used Vehicle Inventory
|
|||
As of December 31, 2012
|
|
$
|
3.6
|
|
|
3.7
|
%
|
As of December 31, 2011
|
|
$
|
3.1
|
|
|
3.7
|
%
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6.2
|
|
|
$
|
11.4
|
|
Contracts-in-transit
|
129.4
|
|
|
106.9
|
|
||
Accounts receivable (net of allowance of $1.0 and $1.3, respectively)
|
94.3
|
|
|
79.0
|
|
||
Inventories
|
648.5
|
|
|
519.5
|
|
||
Deferred income taxes
|
10.9
|
|
|
9.6
|
|
||
Assets held for sale
|
27.6
|
|
|
2.8
|
|
||
Other current assets
|
69.5
|
|
|
63.3
|
|
||
Total current assets
|
986.4
|
|
|
792.5
|
|
||
PROPERTY AND EQUIPMENT, net
|
565.8
|
|
|
510.8
|
|
||
GOODWILL
|
28.4
|
|
|
18.7
|
|
||
DEFERRED INCOME TAXES, net of current portion
|
27.5
|
|
|
41.4
|
|
||
OTHER LONG-TERM ASSETS
|
53.3
|
|
|
56.0
|
|
||
Total assets
|
$
|
1,661.4
|
|
|
$
|
1,419.4
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Floor plan notes payable—trade
|
$
|
55.1
|
|
|
$
|
65.5
|
|
Floor plan notes payable—non-trade
|
501.6
|
|
|
368.5
|
|
||
Current maturities of long-term debt
|
4.6
|
|
|
19.5
|
|
||
Accounts payable and accrued liabilities
|
209.1
|
|
|
182.8
|
|
||
Liabilities associated with assets held for sale
|
9.4
|
|
|
—
|
|
||
Total current liabilities
|
779.8
|
|
|
636.3
|
|
||
LONG-TERM DEBT
|
461.4
|
|
|
439.1
|
|
||
OTHER LONG-TERM LIABILITIES
|
17.4
|
|
|
17.4
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 10)
|
|
|
|
||||
SHAREHOLDERS’ EQUITY:
|
|
|
|
||||
Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 90,000,000 shares authorized; 39,824,708 and 38,911,704 shares issued, including shares held in treasury, respectively
|
0.4
|
|
|
0.4
|
|
||
Additional paid-in capital
|
499.0
|
|
|
482.6
|
|
||
Retained earnings (accumulated deficit)
|
54.4
|
|
|
(27.8
|
)
|
||
Treasury stock, at cost; 8,507,948 and 7,591,498 shares, respectively
|
(149.4
|
)
|
|
(124.1
|
)
|
||
Accumulated other comprehensive loss
|
(1.6
|
)
|
|
(4.5
|
)
|
||
Total shareholders’ equity
|
402.8
|
|
|
326.6
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,661.4
|
|
|
$
|
1,419.4
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
New vehicle
|
$
|
2,607.4
|
|
|
$
|
2,239.4
|
|
|
$
|
2,077.8
|
|
Used vehicle
|
1,301.0
|
|
|
1,208.1
|
|
|
1,041.2
|
|
|||
Parts and service
|
565.3
|
|
|
555.6
|
|
|
531.2
|
|
|||
Finance and insurance, net
|
166.6
|
|
|
137.0
|
|
|
111.2
|
|
|||
Total revenues
|
4,640.3
|
|
|
4,140.1
|
|
|
3,761.4
|
|
|||
COST OF SALES:
|
|
|
|
|
|
||||||
New vehicle
|
2,441.8
|
|
|
2,088.3
|
|
|
1,940.4
|
|
|||
Used vehicle
|
1,197.4
|
|
|
1,108.1
|
|
|
952.1
|
|
|||
Parts and service
|
237.5
|
|
|
244.7
|
|
|
241.9
|
|
|||
Total cost of sales
|
3,876.7
|
|
|
3,441.1
|
|
|
3,134.4
|
|
|||
GROSS PROFIT
|
763.6
|
|
|
699.0
|
|
|
627.0
|
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
556.1
|
|
|
531.6
|
|
|
484.1
|
|
|||
Depreciation and amortization
|
22.6
|
|
|
22.5
|
|
|
20.5
|
|
|||
Other operating (income) expense, net
|
(1.0
|
)
|
|
13.7
|
|
|
(0.1
|
)
|
|||
Income from operations
|
185.9
|
|
|
131.2
|
|
|
122.5
|
|
|||
OTHER EXPENSES:
|
|
|
|
|
|
||||||
Floor plan interest expense
|
(11.6
|
)
|
|
(9.3
|
)
|
|
(9.0
|
)
|
|||
Other interest expense, net
|
(35.6
|
)
|
|
(39.6
|
)
|
|
(35.4
|
)
|
|||
Swap interest expense
|
(5.0
|
)
|
|
(5.5
|
)
|
|
(6.6
|
)
|
|||
Convertible debt discount amortization
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(1.4
|
)
|
|||
Loss on extinguishment of long-term debt
|
—
|
|
|
(0.8
|
)
|
|
(12.6
|
)
|
|||
Total other expenses, net
|
(52.6
|
)
|
|
(56.0
|
)
|
|
(65.0
|
)
|
|||
Income before income taxes
|
133.3
|
|
|
75.2
|
|
|
57.5
|
|
|||
INCOME TAX EXPENSE
|
50.0
|
|
|
28.7
|
|
|
22.1
|
|
|||
INCOME FROM CONTINUING OPERATIONS
|
83.3
|
|
|
46.5
|
|
|
35.4
|
|
|||
DISCONTINUED OPERATIONS, net of tax
|
(1.1
|
)
|
|
21.4
|
|
|
2.7
|
|
|||
NET INCOME
|
$
|
82.2
|
|
|
$
|
67.9
|
|
|
$
|
38.1
|
|
EARNINGS PER COMMON SHARE:
|
|
|
|
|
|
||||||
Basic—
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.68
|
|
|
$
|
1.46
|
|
|
$
|
1.10
|
|
Discontinued operations
|
(0.04
|
)
|
|
0.68
|
|
|
0.08
|
|
|||
Net income
|
$
|
2.64
|
|
|
$
|
2.14
|
|
|
$
|
1.18
|
|
Diluted—
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.64
|
|
|
$
|
1.43
|
|
|
$
|
1.06
|
|
Discontinued operations
|
(0.03
|
)
|
|
0.65
|
|
|
0.08
|
|
|||
Net income
|
$
|
2.61
|
|
|
$
|
2.08
|
|
|
$
|
1.14
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|
|
|
|
|
|
||||||
Basic
|
31.1
|
|
|
31.8
|
|
|
32.2
|
|
|||
Stock options
|
0.2
|
|
|
0.6
|
|
|
0.5
|
|
|||
Restricted stock
|
0.1
|
|
|
0.1
|
|
|
0.3
|
|
|||
Performance share units
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|||
Diluted
|
31.5
|
|
32.6
|
|
33.2
|
|
For the Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
||||||||
Net income
|
$
|
82.2
|
|
|
$
|
67.9
|
|
|
$
|
38.1
|
|
Other comprehensive income (loss) - net of tax:
|
|
|
|
|
|
||||||
Change in fair value of cash flow swaps
|
—
|
|
|
2.2
|
|
|
(1.0
|
)
|
|||
Amortization of terminated cash flow swaps
|
4.7
|
|
|
0.3
|
|
|
0.5
|
|
|||
Income tax (expense) benefit associated with cash flow swaps
|
(1.8
|
)
|
|
(1.0
|
)
|
|
0.2
|
|
|||
Comprehensive income
|
$
|
85.1
|
|
|
$
|
69.4
|
|
|
$
|
37.8
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
(Accumulated
Deficit)
Retained
Earnings
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||
Balances, December 31, 2009
|
37,200,557
|
|
|
$
|
0.4
|
|
|
$
|
457.3
|
|
|
$
|
(133.8
|
)
|
|
4,770,224
|
|
|
$
|
(74.6
|
)
|
|
$
|
(5.7
|
)
|
|
$
|
243.6
|
|
Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
38.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38.1
|
|
||||||
Change in fair value of cash flow swaps, net of reclassification adjustment and $0.4 tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||||
Amortization of terminated cash flow swaps, net of $(0.2) tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
||||||
Comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
38.1
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
37.8
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
||||||
Issuance of common stock in connection with share-based payment arrangements, including $(0.4) tax deficit
|
396,924
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||||
Repurchase of common stock associated with net share settlements of employee share-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,264
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,700
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Balances, December 31, 2010
|
37,597,481
|
|
|
$
|
0.4
|
|
|
$
|
463.4
|
|
|
$
|
(95.7
|
)
|
|
4,799,188
|
|
|
$
|
(75.0
|
)
|
|
$
|
(6.0
|
)
|
|
$
|
287.1
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
67.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67.9
|
|
||||||
Change in fair value of cash flow swaps, net of reclassification adjustment and $(0.9) tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
1.3
|
|
||||||
Amortization of terminated cash flow swaps, net of $(0.1) tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
67.9
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
69.4
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
8.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
||||||
Issuance of common stock in connection with share-based payment arrangements, including $3.8 excess tax benefit
|
1,314,223
|
|
|
—
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
||||||
Repurchase of common stock associated with net share settlements of employee share-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
226,214
|
|
|
(4.3
|
)
|
|
—
|
|
|
(4.3
|
)
|
||||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,566,096
|
|
|
(44.8
|
)
|
|
—
|
|
|
(44.8
|
)
|
||||||
Balances, December 31, 2011
|
38,911,704
|
|
|
$
|
0.4
|
|
|
$
|
482.6
|
|
|
$
|
(27.8
|
)
|
|
7,591,498
|
|
|
$
|
(124.1
|
)
|
|
$
|
(4.5
|
)
|
|
$
|
326.6
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
82.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82.2
|
|
||||||
Amortization of terminated cash flow swaps, net of $(1.8) tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
2.9
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
82.2
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
85.1
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
||||||
Issuance of common stock in connection with share-based payment arrangements, including $5.5 excess tax benefit
|
913,004
|
|
|
—
|
|
|
9.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.3
|
|
||||||
Repurchase of common stock associated with net share settlements of employee share-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,679
|
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
||||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
825,771
|
|
|
(22.9
|
)
|
|
—
|
|
|
(22.9
|
)
|
||||||
Balances, December 31, 2012
|
39,824,708
|
|
|
$
|
0.4
|
|
|
$
|
499.0
|
|
|
$
|
54.4
|
|
|
8,507,948
|
|
|
$
|
(149.4
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
402.8
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
82.2
|
|
|
$
|
67.9
|
|
|
$
|
38.1
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities—
|
|
|
|
|
|
||||||
Depreciation and amortization
|
22.6
|
|
|
22.5
|
|
|
20.5
|
|
|||
Stock-based compensation
|
7.1
|
|
|
8.8
|
|
|
5.1
|
|
|||
Deferred income taxes
|
12.6
|
|
|
17.2
|
|
|
24.5
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
0.8
|
|
|
12.6
|
|
|||
Loaner vehicle amortization
|
9.3
|
|
|
8.2
|
|
|
8.1
|
|
|||
Excess tax benefit on share-based arrangements
|
(5.4
|
)
|
|
(3.8
|
)
|
|
(0.4
|
)
|
|||
Impairment expenses
|
2.3
|
|
|
1.1
|
|
|
5.1
|
|
|||
Gain on sale of assets, net
|
(2.1
|
)
|
|
(35.0
|
)
|
|
(0.3
|
)
|
|||
Other adjustments, net
|
8.7
|
|
|
4.9
|
|
|
4.7
|
|
|||
Changes in operating assets and liabilities, net of acquisitions and divestitures—
|
|
|
|
|
|
||||||
Contracts-in-transit
|
(22.5
|
)
|
|
(26.3
|
)
|
|
(18.8
|
)
|
|||
Accounts receivable
|
(33.3
|
)
|
|
1.0
|
|
|
(46.3
|
)
|
|||
Proceeds from the sale of accounts receivable
|
18.3
|
|
|
22.0
|
|
|
22.8
|
|
|||
Inventories
|
(76.4
|
)
|
|
56.3
|
|
|
(24.7
|
)
|
|||
Other current assets
|
(65.5
|
)
|
|
(36.6
|
)
|
|
(50.1
|
)
|
|||
Floor plan notes payable—trade
|
(10.4
|
)
|
|
(269.4
|
)
|
|
(4.2
|
)
|
|||
Floor plan notes payable—trade divestitures
|
—
|
|
|
(24.8
|
)
|
|
(5.9
|
)
|
|||
Accounts payable and accrued liabilities
|
29.5
|
|
|
7.9
|
|
|
16.8
|
|
|||
Swap termination settlement
|
—
|
|
|
(7.1
|
)
|
|
—
|
|
|||
Deferred compensation plan excess funding refund
|
3.2
|
|
|
—
|
|
|
—
|
|
|||
Other long-term assets and liabilities, net
|
(0.9
|
)
|
|
3.3
|
|
|
2.3
|
|
|||
Net cash (used in) provided by operating activities
|
(20.7
|
)
|
|
(181.1
|
)
|
|
9.9
|
|
|||
CASH FLOW FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures—excluding real estate
|
(56.4
|
)
|
|
(22.0
|
)
|
|
(22.2
|
)
|
|||
Capital expenditures—capitalized interest
|
(0.9
|
)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|||
Purchases of real estate
|
(12.6
|
)
|
|
(18.0
|
)
|
|
(7.4
|
)
|
|||
Purchases of previously leased real estate
|
(17.5
|
)
|
|
(30.3
|
)
|
|
—
|
|
|||
Acquisitions
|
(34.7
|
)
|
|
—
|
|
|
(60.5
|
)
|
|||
Proceeds from the sale of assets
|
8.6
|
|
|
104.4
|
|
|
17.7
|
|
|||
Other investing activities
|
—
|
|
|
0.6
|
|
|
4.0
|
|
|||
Net cash (used in) provided by investing activities
|
(113.5
|
)
|
|
34.3
|
|
|
(68.9
|
)
|
|||
CASH FLOW FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Floor plan borrowings—non-trade
|
2,980.6
|
|
|
1,208.7
|
|
|
410.7
|
|
|||
Floor plan borrowings—acquisitions
|
7.8
|
|
|
—
|
|
|
13.9
|
|
|||
Floor plan repayments—non-trade
|
(2,845.2
|
)
|
|
(917.3
|
)
|
|
(404.4
|
)
|
|||
Floor plan repayments—non-trade divestitures
|
(4.6
|
)
|
|
(14.8
|
)
|
|
—
|
|
|||
Proceeds from borrowings
|
66.2
|
|
|
—
|
|
|
222.5
|
|
|||
Repayments of borrowings
|
(59.1
|
)
|
|
(96.7
|
)
|
|
(240.1
|
)
|
|||
Payment of debt issuance costs
|
(0.7
|
)
|
|
(4.3
|
)
|
|
(7.6
|
)
|
|||
Repurchases of common stock, including those associated with net share settlement of employee share-based awards
|
(25.3
|
)
|
|
(49.1
|
)
|
|
(0.4
|
)
|
|||
Excess tax benefit on share-based arrangements
|
5.4
|
|
|
3.8
|
|
|
0.4
|
|
|||
Proceeds from the exercise of stock options
|
3.9
|
|
|
6.6
|
|
|
0.6
|
|
|||
Net cash provided by (used in) financing activities
|
129.0
|
|
|
136.9
|
|
|
(4.4
|
)
|
|||
Net decrease in cash and cash equivalents
|
(5.2
|
)
|
|
(9.9
|
)
|
|
(63.4
|
)
|
|||
CASH AND CASH EQUIVALENTS, beginning of period
|
11.4
|
|
|
21.3
|
|
|
84.7
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
6.2
|
|
|
$
|
11.4
|
|
|
$
|
21.3
|
|
•
|
Coggin dealerships, operating primarily in Jacksonville, Fort Pierce and Orlando, Florida;
|
•
|
Courtesy dealerships operating in Tampa, Florida;
|
•
|
Crown dealerships operating in New Jersey, North Carolina, South Carolina and Virginia;
|
•
|
Nalley dealerships operating in Atlanta, Georgia;
|
•
|
McDavid dealerships operating in Austin, Dallas and Houston, Texas;
|
•
|
North Point dealerships operating in Little Rock, Arkansas;
|
•
|
Plaza dealerships operating in St. Louis, Missouri; and
|
•
|
Gray-Daniels dealerships operating in Jackson, Mississippi.
|
Brand
|
% of Total
New
Vehicle Revenues
|
|
Honda
|
21
|
%
|
Nissan
|
13
|
%
|
Toyota
|
11
|
%
|
BMW
|
9
|
%
|
Ford
|
8
|
%
|
Mercedes-Benz
|
7
|
%
|
Lexus
|
7
|
%
|
Acura
|
5
|
%
|
Infiniti
|
5
|
%
|
|
For the Years Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Inventory
|
$
|
9.8
|
|
|
$
|
—
|
|
Loaner vehicles
|
0.4
|
|
|
—
|
|
||
Property and equipment
|
12.9
|
|
|
—
|
|
||
Goodwill
|
10.0
|
|
|
—
|
|
||
Manufacturer franchise rights
|
1.6
|
|
|
—
|
|
||
Total purchase price
|
$
|
34.7
|
|
|
$
|
—
|
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
New vehicles
|
$
|
517.4
|
|
|
$
|
400.0
|
|
Used vehicles
|
94.6
|
|
|
82.0
|
|
||
Parts and accessories
|
36.5
|
|
|
37.5
|
|
||
Total inventories
|
$
|
648.5
|
|
|
$
|
519.5
|
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Assets:
|
|
|
|
||||
Inventories
|
$
|
6.6
|
|
|
$
|
—
|
|
Property and equipment, net
|
20.7
|
|
|
2.8
|
|
||
Goodwill
|
0.3
|
|
|
—
|
|
||
Total assets
|
27.6
|
|
|
2.8
|
|
||
Liabilities:
|
|
|
|
||||
Floor plan notes payable—non-trade
|
5.4
|
|
|
—
|
|
||
Accrued liabilities
|
4.0
|
|
|
—
|
|
||
Total liabilities
|
9.4
|
|
|
—
|
|
||
Net assets held for sale
|
$
|
18.2
|
|
|
$
|
2.8
|
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Service loaner vehicles
|
$
|
51.0
|
|
|
$
|
43.6
|
|
Cash surrender value of corporate-owned life insurance policies
|
7.7
|
|
|
10.7
|
|
||
Prepaid taxes
|
3.0
|
|
|
3.4
|
|
||
Prepaid rent
|
0.5
|
|
|
0.5
|
|
||
Other
|
7.3
|
|
|
5.1
|
|
||
Other current assets
|
$
|
69.5
|
|
|
$
|
63.3
|
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Land
|
$
|
227.7
|
|
|
$
|
208.0
|
|
Buildings and leasehold improvements
|
386.6
|
|
|
343.4
|
|
||
Machinery and equipment
|
71.6
|
|
|
65.8
|
|
||
Furniture and fixtures
|
35.3
|
|
|
29.1
|
|
||
Company vehicles
|
8.6
|
|
|
7.8
|
|
||
Total
|
729.8
|
|
|
654.1
|
|
||
Less—Accumulated depreciation
|
(164.0
|
)
|
|
(143.3
|
)
|
||
Property and equipment, net
|
$
|
565.8
|
|
|
$
|
510.8
|
|
|
Gross
Carrying
Amount
|
|
Less:
Accumulated
Impairment
|
|
Net
|
||||||
|
(In millions)
|
||||||||||
Balance as of December 31, 2010
|
$
|
556.6
|
|
|
$
|
(537.7
|
)
|
|
$
|
18.9
|
|
Divestitures
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
Balance as of December 31, 2011
|
556.4
|
|
|
(537.7
|
)
|
|
18.7
|
|
|||
Acquisitions
|
10.0
|
|
|
—
|
|
|
10.0
|
|
|||
Divestitures
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Balance as of December 31, 2012
|
$
|
566.1
|
|
|
$
|
(537.7
|
)
|
|
$
|
28.4
|
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Manufacturer franchise rights
|
$
|
35.0
|
|
|
$
|
33.4
|
|
Deferred financing costs
|
10.9
|
|
|
15.1
|
|
||
Cash surrender value of corporate-owned life insurance policies
|
2.4
|
|
|
2.3
|
|
||
Construction period rent
|
2.2
|
|
|
2.8
|
|
||
Other
|
2.8
|
|
|
2.4
|
|
||
Total other long-term assets
|
$
|
53.3
|
|
|
$
|
56.0
|
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Accounts payable
|
$
|
64.8
|
|
|
$
|
45.6
|
|
Loaner vehicle notes payable
|
46.7
|
|
|
39.6
|
|
||
Accrued compensation
|
20.2
|
|
|
18.5
|
|
||
Taxes payable (non-income tax)
|
15.9
|
|
|
15.8
|
|
||
Accrued insurance
|
14.6
|
|
|
14.8
|
|
||
Accrued finance and insurance chargebacks
|
11.0
|
|
|
8.7
|
|
||
Deferred compensation liability
|
7.8
|
|
|
7.7
|
|
||
Accrued interest
|
7.0
|
|
|
6.9
|
|
||
Other
|
21.1
|
|
|
25.2
|
|
||
Accounts payable and accrued liabilities
|
$
|
209.1
|
|
|
$
|
182.8
|
|
|
As of December 31,
|
||||||
2012
|
|
2011
|
|||||
(In millions)
|
|||||||
8.375% Senior Subordinated Notes due 2020
|
$
|
200.0
|
|
|
$
|
200.0
|
|
7.625% Senior Subordinated Notes due 2017
|
143.2
|
|
|
143.2
|
|
||
3% Senior Subordinated Convertible Notes due 2012 ($0.0 million and $15.1 million face value, respectively, net of discounts of $0.0 million and $0.4 million, respectively)
|
—
|
|
|
14.7
|
|
||
Mortgage notes payable bearing interest at fixed and variable rates (the weighted average interest rates were 5.2% and 4.6% for the years ended December 31, 2012 and 2011, respectively)
|
118.9
|
|
|
96.8
|
|
||
Capital lease obligations
|
3.9
|
|
|
3.9
|
|
||
|
466.0
|
|
|
458.6
|
|
||
Less: current portion
|
(4.6
|
)
|
|
(19.5
|
)
|
||
Long-term debt
|
$
|
461.4
|
|
|
$
|
439.1
|
|
|
|
||
2013
|
$
|
4.6
|
|
2014
|
4.7
|
|
|
2015
|
20.7
|
|
|
2016
|
3.7
|
|
|
2017
|
147.1
|
|
|
Thereafter
|
285.2
|
|
|
|
$
|
466.0
|
|
|
|
As of December 31, 2012
|
|
As of December 31, 2011
|
||||||||||||||||
Mortgage Agreement
|
|
Aggregate Principal Outstanding
|
|
Carrying Value of Collateralized Related Real Estate
|
|
Maturity Dates
|
|
Aggregate Principal Outstanding
|
|
Carrying Value of Collateralized Related Real Estate
|
|
Maturity Dates
|
||||||||
Wachovia Mortgages
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2013
|
|
$
|
41.8
|
|
|
$
|
75.3
|
|
|
2013
|
Wells Fargo Mortgage
|
|
19.7
|
|
|
35.5
|
|
|
2015
|
|
21.0
|
|
|
32.7
|
|
|
2015
|
||||
Captive Mortgages
|
|
73.2
|
|
|
81.4
|
|
|
2018-2023
|
|
15.9
|
|
|
21.5
|
|
|
2018-2019
|
||||
Other mortgage debt
|
|
26.0
|
|
|
35.5
|
|
|
2018-2022
|
|
18.1
|
|
|
21.4
|
|
|
2018-2020
|
||||
Total
|
|
$
|
118.9
|
|
|
$
|
152.4
|
|
|
|
|
$
|
96.8
|
|
|
$
|
150.9
|
|
|
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Carrying Value:
|
|
|
|
||||
8.375% Senior Subordinated Notes due 2020
|
$
|
200.0
|
|
|
$
|
200.0
|
|
7.625% Senior Subordinated Notes due 2017
|
143.2
|
|
|
143.2
|
|
||
3% Senior Subordinated Convertible Notes due 2012 ($0.0 million and $15.1 million face value, net of discounts of $0.0 million and $0.4 million, respectively)
|
—
|
|
|
14.7
|
|
||
Total carrying value
|
$
|
343.2
|
|
|
$
|
357.9
|
|
|
|
|
|
||||
Fair Value:
|
|
|
|
||||
8.375% Senior Subordinated Notes due 2020
|
$
|
221.5
|
|
|
$
|
205.0
|
|
7.625% Senior Subordinated Notes due 2017
|
147.5
|
|
|
141.8
|
|
||
3% Senior Subordinated Convertible Notes due 2012
|
—
|
|
|
14.6
|
|
||
Total fair value
|
$
|
369.0
|
|
|
$
|
361.4
|
|
For the Year Ended December 31,
|
|
Derivative in Cash Flow Hedging Relationships
|
|
Results
Recognized
in AOCI
(Effective
Portion)
|
|
Location of Results
Reclassified from
AOCI to Earnings
|
|
Amount Reclassified out of AOCI to Earnings–Active Swaps
|
|
Amount Reclassified from AOCI to Earnings–Terminated Swaps
|
|
Ineffective Results Recognized in Earnings
|
|
Location of
Ineffective Results
|
2012
|
|
Interest rate swaps
|
|
$(0.3)
|
|
Swap interest expense
|
|
$(0.2)
|
|
$(4.8)
|
|
$—
|
|
N/A
|
2011
|
|
Interest rate swaps
|
|
$(3.1)
|
|
Swap interest expense
|
|
$(4.1)
|
|
$(0.3)
|
|
$—
|
|
N/A
|
2010
|
|
Interest rate swaps
|
|
$(5.9)
|
|
Swap interest expense
|
|
$(5.3)
|
|
$(0.3)
|
|
$—
|
|
N/A
|
Type of Derivative
|
|
Notional Size
|
|
Underlying Rate
|
|
Expiration
|
|
Fair Value
|
||||
Interest Rate Swap*
|
|
$
|
19.7
|
|
|
1 month LIBOR
|
|
October 2015
|
|
$
|
(0.6
|
)
|
Type of Derivative
|
|
Notional Size
|
|
Underlying Rate
|
|
Expiration
|
|
Fair Value
|
||||
Interest Rate Swap*
|
|
$
|
21.0
|
|
|
1 month LIBOR
|
|
October 2015
|
|
$
|
(0.5
|
)
|
|
For the Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Provision at the statutory rate
|
$
|
46.7
|
|
|
$
|
26.3
|
|
|
$
|
20.1
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
||||||
State income tax expense, net
|
3.5
|
|
|
2.4
|
|
|
1.9
|
|
|||
(Gain) loss on corporate owned life insurance policies
|
(0.5
|
)
|
|
0.1
|
|
|
(0.2
|
)
|
|||
Tax credits received
|
—
|
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|||
Other
|
0.3
|
|
|
0.4
|
|
|
0.4
|
|
|||
Provision for income taxes
|
$
|
50.0
|
|
|
$
|
28.7
|
|
|
$
|
22.1
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Reserves and accruals
|
$
|
26.2
|
|
|
$
|
23.7
|
|
Net operating loss (“NOL”) carryforwards
|
1.8
|
|
|
3.0
|
|
||
Goodwill amortization
|
27.2
|
|
|
36.7
|
|
||
Depreciation
|
(18.4
|
)
|
|
(16.2
|
)
|
||
Interest rate swaps
|
1.0
|
|
|
2.9
|
|
||
Other
|
0.6
|
|
|
0.9
|
|
||
Net deferred tax asset
|
$
|
38.4
|
|
|
$
|
51.0
|
|
|
|
|
|
||||
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Balance sheet classification:
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
||||
Current
|
$
|
11.9
|
|
|
$
|
10.5
|
|
Long-term
|
66.5
|
|
|
76.2
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Current
|
(1.0
|
)
|
|
(0.9
|
)
|
||
Long-term
|
(39.0
|
)
|
|
(34.8
|
)
|
||
Net deferred tax asset
|
$
|
38.4
|
|
|
$
|
51.0
|
|
|
Gross Liability for
Unrecognized Tax
Benefits
|
||
|
In Millions
|
||
Balance at January 1, 2010
|
$
|
1.5
|
|
Reduction for Lapse of Statute of Limitations
|
(0.3
|
)
|
|
Balance at December 31, 2010
|
1.2
|
|
|
Additions for Tax Positions of Prior Year
|
0.3
|
|
|
Reduction for Lapse of Statute of Limitations
|
(0.5
|
)
|
|
Balance at December 31, 2011
|
1.0
|
|
|
Reduction for Lapse of Statute of Limitations
|
(0.7
|
)
|
|
Balance at December 31, 2012
|
$
|
0.3
|
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Accrued finance and insurance chargebacks
|
$
|
8.1
|
|
|
$
|
5.8
|
|
Deferred rent
|
6.6
|
|
|
7.0
|
|
||
Interest rate swap liabilities
|
0.3
|
|
|
0.3
|
|
||
Other
|
2.4
|
|
|
4.3
|
|
||
Other long-term liabilities
|
$
|
17.4
|
|
|
$
|
17.4
|
|
|
For the Year Ended December 31, 2012
|
|
For the Year Ended December 31, 2011
|
|
For the Year Ended December 31, 2010
|
||||||||||||||||||||||||||||||
|
Sold/ Closed
|
|
Pending Disposition
|
|
Total
|
|
Sold/ Closed
|
|
Pending Disposition
|
|
Total
|
|
Sold/ Closed
|
|
Pending Disposition
|
|
Total
|
||||||||||||||||||
|
(In millions, except franchise data)
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Franchises:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Mid-line domestic
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Mid-line import
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|||||||||
Heavy trucks
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||||||
Luxury
|
3
|
|
|
—
|
|
|
3
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||||||
Total
|
3
|
|
|
1
|
|
|
4
|
|
|
15
|
|
|
1
|
|
|
16
|
|
|
15
|
|
|
1
|
|
|
16
|
|
|||||||||
Revenues
|
$
|
41.3
|
|
|
$
|
72.2
|
|
|
$
|
113.5
|
|
|
$
|
169.5
|
|
|
$
|
62.4
|
|
|
$
|
231.9
|
|
|
$
|
391.6
|
|
|
$
|
67.8
|
|
|
$
|
459.4
|
|
Cost of sales
|
34.6
|
|
|
60.2
|
|
|
94.8
|
|
|
144.5
|
|
|
52.4
|
|
|
196.9
|
|
|
336.0
|
|
|
56.7
|
|
|
392.7
|
|
|||||||||
Gross profit
|
6.7
|
|
|
12.0
|
|
|
18.7
|
|
|
25.0
|
|
|
10.0
|
|
|
35.0
|
|
|
55.6
|
|
|
11.1
|
|
|
66.7
|
|
|||||||||
Operating expenses
|
10.8
|
|
|
9.6
|
|
|
20.4
|
|
|
25.5
|
|
|
9.4
|
|
|
34.9
|
|
|
48.0
|
|
|
9.3
|
|
|
57.3
|
|
|||||||||
Impairment expenses
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|||||||||
(Loss) income from operations
|
(6.1
|
)
|
|
2.4
|
|
|
(3.7
|
)
|
|
(0.5
|
)
|
|
0.6
|
|
|
0.1
|
|
|
5.5
|
|
|
1.8
|
|
|
7.3
|
|
|||||||||
Other expense, net
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(1.0
|
)
|
|
(0.1
|
)
|
|
(1.1
|
)
|
|
(2.0
|
)
|
|
(0.7
|
)
|
|
(2.7
|
)
|
|||||||||
Gain (loss) on disposition
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|
35.9
|
|
|
—
|
|
|
35.9
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||||||
(Loss) income before income taxes
|
(4.1
|
)
|
|
2.3
|
|
|
(1.8
|
)
|
|
34.4
|
|
|
0.5
|
|
|
34.9
|
|
|
3.3
|
|
|
1.1
|
|
|
4.4
|
|
|||||||||
Income tax benefit (expense)
|
1.6
|
|
|
(0.9
|
)
|
|
0.7
|
|
|
(13.3
|
)
|
|
(0.2
|
)
|
|
(13.5
|
)
|
|
(1.2
|
)
|
|
(0.5
|
)
|
|
(1.7
|
)
|
|||||||||
Discontinued operations, net of tax
|
$
|
(2.5
|
)
|
|
$
|
1.4
|
|
|
$
|
(1.1
|
)
|
|
$
|
21.1
|
|
|
$
|
0.3
|
|
|
$
|
21.4
|
|
|
$
|
2.1
|
|
|
$
|
0.6
|
|
|
$
|
2.7
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Accelerated rent expense associated with abandoned rental properties
|
$
|
0.7
|
|
|
$
|
0.2
|
|
|
$
|
0.4
|
|
Amortization of deferred financing fees
|
2.5
|
|
|
2.7
|
|
|
2.5
|
|
|||
Convertible debt discount amortization
|
0.4
|
|
|
0.8
|
|
|
1.4
|
|
|||
Depreciation and amortization from discontinued operations
|
0.2
|
|
|
0.4
|
|
|
1.8
|
|
|||
Deferred compensation expense
|
0.7
|
|
|
—
|
|
|
0.9
|
|
|||
Gain on insurance proceeds
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|||
Unrealized (gain) loss on deferred compensation investments
|
(0.5
|
)
|
|
0.2
|
|
|
(0.5
|
)
|
|||
Other individually immaterial items
|
4.7
|
|
|
0.6
|
|
|
2.5
|
|
|||
Other adjustments, net
|
$
|
8.7
|
|
|
$
|
4.9
|
|
|
$
|
4.7
|
|
|
Total
|
||
|
(In millions)
|
||
2013
|
$
|
36.6
|
|
2014
|
33.4
|
|
|
2015
|
31.0
|
|
|
2016
|
30.5
|
|
|
2017
|
28.1
|
|
|
Thereafter
|
116.8
|
|
|
Total minimum lease payments
|
$
|
276.4
|
|
|
Stock
Options
|
|
Weighted Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate Intrinsic
Value* (in millions)
|
|||||
Options outstanding—December 31, 2009
|
1,855,112
|
|
|
$
|
7.84
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(106,367
|
)
|
|
5.28
|
|
|
|
|
|
|||
Expired / Forfeited/Cancelled
|
(209,767
|
)
|
|
12.60
|
|
|
|
|
|
|||
Options outstanding—December 31, 2010
|
1,538,978
|
|
|
$
|
7.37
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(777,982
|
)
|
|
8.48
|
|
|
|
|
|
|||
Expired / Forfeited
|
(68,001
|
)
|
|
4.82
|
|
|
|
|
|
|||
Options outstanding—December 31, 2011
|
692,995
|
|
|
$
|
6.38
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(644,241
|
)
|
|
6.01
|
|
|
|
|
|
|||
Expired / Forfeited
|
(28,501
|
)
|
|
9.19
|
|
|
|
|
|
|||
Options outstanding—December 31, 2012
|
20,253
|
|
|
$
|
14.10
|
|
|
1.6
|
|
$
|
0.4
|
|
Options exercisable—December 31, 2012
|
20,253
|
|
|
$
|
14.10
|
|
|
1.6
|
|
$
|
0.4
|
|
|
Shares
|
|
Weighted Average Grant Date
Fair Value
|
|||
Performance Share Units—December 31, 2009
|
54,862
|
|
|
$
|
14.36
|
|
Granted
|
253,517
|
|
|
11.63
|
|
|
Performance estimate
|
83,747
|
|
|
11.64
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(14,000
|
)
|
|
11.88
|
|
|
Performance Share Units—December 31, 2010
|
378,126
|
|
|
$
|
12.48
|
|
Granted
|
146,480
|
|
|
18.92
|
|
|
Performance estimate
|
(42,242
|
)
|
|
17.81
|
|
|
Vested
|
(218,430
|
)
|
|
14.40
|
|
|
Forfeited
|
(20,784
|
)
|
|
12.31
|
|
|
Performance Share Units—December 31, 2011
|
243,150
|
|
|
$
|
14.91
|
|
Granted
|
109,400
|
|
|
25.42
|
|
|
Performance estimate
|
65,247
|
|
|
22.05
|
|
|
Vested
|
(115,483
|
)
|
|
14.70
|
|
|
Forfeited
|
(19,550
|
)
|
|
14.76
|
|
|
Performance Share Units—December 31, 2012*
|
282,764
|
|
|
$
|
20.82
|
|
|
Shares
|
|
Weighted Average Grant
Date Fair Value
|
|||
Restricted Stock—December 31, 2009
|
243,211
|
|
|
$
|
13.57
|
|
Granted
|
363,038
|
|
|
11.70
|
|
|
Vested
|
(52,047
|
)
|
|
15.71
|
|
|
Forfeited
|
(22,756
|
)
|
|
11.70
|
|
|
Restricted Stock—December 31, 2010
|
531,446
|
|
|
$
|
12.19
|
|
Granted
|
228,840
|
|
|
19.15
|
|
|
Vested
|
(270,742
|
)
|
|
12.64
|
|
|
Forfeited
|
(45,276
|
)
|
|
12.37
|
|
|
Restricted Stock—December 31, 2011
|
444,268
|
|
|
$
|
16.08
|
|
Granted
|
216,676
|
|
|
23.84
|
|
|
Vested
|
(179,675
|
)
|
|
14.60
|
|
|
Forfeited
|
(44,428
|
)
|
|
13.29
|
|
|
Restricted Stock—December 31, 2012
|
436,841
|
|
|
$
|
19.55
|
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
2011
|
|
|
|
|
|
|
|
||||||||
Revenues (1)
|
$
|
1,005.1
|
|
|
$
|
1,037.8
|
|
|
$
|
1,039.2
|
|
|
$
|
1,058.0
|
|
Gross profit (1)
|
$
|
165.6
|
|
|
$
|
181.2
|
|
|
$
|
177.6
|
|
|
$
|
174.6
|
|
Net income (1) (3)
|
$
|
19.9
|
|
|
$
|
14.2
|
|
|
$
|
12.3
|
|
|
$
|
21.5
|
|
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic (2) (3)
|
$
|
0.61
|
|
|
$
|
0.44
|
|
|
$
|
0.39
|
|
|
$
|
0.69
|
|
Diluted (2) (3)
|
$
|
0.59
|
|
|
$
|
0.43
|
|
|
$
|
0.38
|
|
|
$
|
0.68
|
|
2012
|
|
|
|
|
|
|
|
||||||||
Revenues (1)
|
$
|
1,069.6
|
|
|
$
|
1,161.2
|
|
|
$
|
1,190.8
|
|
|
$
|
1,218.7
|
|
Gross profit (1)
|
$
|
184.1
|
|
|
$
|
191.5
|
|
|
$
|
193.8
|
|
|
$
|
194.2
|
|
Net income (1)
|
$
|
17.6
|
|
|
$
|
21.1
|
|
|
$
|
20.7
|
|
|
$
|
22.8
|
|
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic (2)
|
$
|
0.57
|
|
|
$
|
0.68
|
|
|
$
|
0.67
|
|
|
$
|
0.74
|
|
Diluted (2)
|
$
|
0.56
|
|
|
$
|
0.67
|
|
|
$
|
0.66
|
|
|
$
|
0.73
|
|
(1)
|
Quarterly revenues, gross profit and net income may not agree to previously reported amounts on Form 10-Q as a result of subsequent discontinued operations.
|
(2)
|
The sum of income per common share for the four quarters does not equal total income per common share due to changes in the average number of shares outstanding during the respective periods.
|
(3)
|
Results for the three months ended March 31, 2011 were (i) increased by
$15.8 million
, net of tax, or
$0.49
common share, as a result of a gain on the sale of our heavy truck business and (ii) reduced by
$5.5 million
, net of tax, or
$0.17
per common share, due to legal claims related to operations from 2000 to 2006.
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.
|
(a)
|
The following documents are filed as a part of this report on Form 10-K:
|
(1)
|
Financial Statements: See index to Consolidated Financial Statements.
|
(2)
|
Financial Statement Schedules: Not applicable.
|
(3)
|
Exhibits required to be filed by Item 601 of Regulation S-K:
|
Exhibit
Number
|
|
Description of Documents
|
3.1
|
|
Restated Certificate of Incorporation of Asbury Automotive Group, Inc. (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on March 20, 2002)*
|
3.2
|
|
Bylaws of Asbury Automotive Group, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 26, 2009)*
|
4.1
|
|
Indenture, dated as of March 26, 2007, by and among Asbury Automotive Group, Inc., the Subsidiary Guarantors listed on Schedule I thereto and The Bank of New York, as Trustee, relating to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-31262)*
|
4.2
|
|
Form of 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-31262)*
|
Exhibit
Number
|
|
Description of Documents
|
4.3
|
|
First Supplemental Indenture, dated as of June 29, 2007, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-4 filed with the SEC on July 5, 2007)*
|
4.4
|
|
Second Supplemental Indenture, dated as of June 30, 2010, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010)*
|
4.5
|
|
Third Supplemental Indenture, dated as of November 10, 2010, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.6 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010)*
|
4.6
|
|
Fourth Supplemental Indenture, dated as of November 16, 2010, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010)*
|
4.7
|
|
Fifth Supplemental Indenture, dated as of December 30, 2010, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)*
|
4.8
|
|
Sixth Supplemental Indenture, dated as of September 27, 2011, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.12 to the Company's Annual Report on Form 10-K for year ended December 31, 2011)*
|
4.9
|
|
Seventh Supplemental Indenture, dated as of February 15, 2013 by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017
|
4.10
|
|
Indenture, dated as of November 16, 2010, by and among Asbury Automotive Group, Inc., the Subsidiary Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, relating to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010)*
|
4.11
|
|
Form of 8.375% Senior Subordinated Notes due 2020 (included as Exhibit A in Exhibit 4.1 and filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010)*
|
4.12
|
|
First Supplemental Indenture, dated as of December 30, 2010, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)*
|
4.13
|
|
Second Supplemental Indenture, dated as of September 27, 2011, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011)*
|
4.14
|
|
Third Supplemental Indenture, dated as of February 15, 2013 by and among Asbury Automotive Group, In., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 8.375% Senior Subordinated Notes due 2020
|
4.15
|
|
Confirmation of Warrant dated March 12, 2007 by and between Asbury Automotive Group, Inc. and Goldman, Sachs & Co. (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007), File No. 001-31262)*
|
4.16
|
|
Confirmation of Warrant dated March 12, 2007 by and between Asbury Automotive Group, Inc. and Deutsche Bank AG, London Branch (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-31262)*
|
Exhibit
Number
|
|
Description of Documents
|
4.17
|
|
Amendment to Confirmation dated March 13, 2007, by and between Asbury Automotive Group, Inc. and Goldman, Sachs & Co. relating to the Warrant (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-31262)*
|
4.18
|
|
Amendment to Confirmation dated March 13, 2007, by and between Asbury Automotive Group, Inc. and Deutsche Bank AG, London Branch relating to the Warrant (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-31262)*
|
10.1**
|
|
Amended and Restated 2002 Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2012)*
|
10.2**
|
|
2012 Equity Incentive Plan (filed as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on March 16, 2012)*
|
10.3**
|
|
Amended and Restated Key Executive Incentive Compensation Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2009) *
|
10.4**
|
|
Form of Officer/Director Indemnification Agreement (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)*
|
10.5**
|
|
Severance Pay Agreement for Key Employee by and between Asbury Automotive Group, Inc. and Keith R. Style, dated February 28, 2008 (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)*
|
10.6**
|
|
Letter Agreement by and between Asbury Automotive Group, Inc. and Joseph G. Parham, Jr., dated April 22, 2010 (filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)*
|
10.7**
|
|
Severance Pay Agreement for Key Emplyee by and between Asbury Automotive Group, Inc. and Joseph G. Parham, Jr., dated May 3, 2010 (filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)*
|
10.8**
|
|
Letter Agreement by and between Asbury Automotive Group, Inc. and Joseph G. Parham, Jr., dated October 18, 2011 (filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011)*
|
10.9**
|
|
Letter Agreement between Scott J. Krenz and Asbury Automotive Group, Inc., dated June 21, 2011 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on June 22, 2011)*
|
10.10**
|
|
Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and Scott J. Krenz, dated as of October 14, 2011 (filed as Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the SEC on October 18, 2011)*
|
10.11
|
|
Lease Agreement by and between Jeffrey I. Wooley and Asbury Automotive Tampa, L.P., effective January 5, 2011 (filed as Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)*
|
10.12**
|
|
Amended and Restated Employment Agreement by and between Asbury Automotive Group, Inc. and Craig T. Monaghan, dated as of December 30, 2011 (filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011*
|
10.13**
|
|
First Amendment to Amended and Restated Employment Agreement by and between Asbury Automotive Group, Inc. and Craig T. Monaghan, dated as of March 7, 2012 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 8, 2012)*
|
10.14**
|
|
Amended and Restated Employment Agreement by and between Asbury Automotive Group, Inc. and Michael S. Kearney, dated as of December 30, 2011 (filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011) *
|
10.15**
|
|
Letter Agreement by and between Asbury Automotive Group, Inc. and George A. Villasana, dated as of March 13, 2012 (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2012)*
|
10.16**
|
|
Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and George A. Villasana, dated as of April 16, 2012
|
10.17**
|
|
Form of Equity Award Agreement under the Amended and Restated Asbury Automotive Group, Inc. 2002 Equity Incentive Plan for CEO and COO (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2012)*
|
10.18**
|
|
Form of Equity Award Agreement under the Amended and Restated Asbury Automotive Group, Inc. 2002 Equity Incentive Plan for other Executive Officers (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2012)*
|
Exhibit
Number
|
|
Description of Documents
|
10.19**
|
|
Form of Equity Award Agreement under the 2012 Equity Incentive Plan
|
10.20**
|
|
Form of Performance Share Unit Award Agreement (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)*
|
10.21**
|
|
Form of Restricted Share Award Agreement for Non-Employee Directors (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 001-31262)*
|
10.22**
|
|
Form of Restricted Share Award Agreement (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)*
|
10.23**
|
|
Form of Restricted Stock Unit Award Agreement (filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)*
|
10.24
|
|
Ford Sales and Service Agreement (filed as Exhibit 10.13 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2001)*
|
10.25
|
|
General Motors Dealer Sales and Service Agreement (filed as Exhibit 10.14 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2001)*
|
10.26
|
|
Honda Automobile Dealer Sales and Service Agreement (filed as Exhibit 10.15 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2001.)*
|
10.27
|
|
Mercedes-Benz Passenger Car Dealer Agreement (filed as Exhibit 10.16 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2001)*
|
10.28
|
|
Nissan Dealer Sales and Service Agreement (filed as Exhibit 10.17 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2001)*
|
10.29
|
|
Toyota Dealer Agreement (filed as Exhibit 10.18 to Amendment No. 2 to the Company’s Registration Statement on Form S-1filed with the SEC on October 12, 2001)*
|
10.30
|
|
Credit Agreement, dated as of October 14, 2011, by and among Asbury Automotive Group, Inc., as Borrower, certain of its subsidiaries, as Vehicle Borrowers, Bank of America, N.A., as Administrative Agent, Revolving Swing Line Lender, New Vehicle Floor Plan Swing Line Lender, Used Vehicle Floor Plan Swingline Lender and an L/C Issuer, and the other lenders party thereto, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as Co-Syndication Agents and Merrill Lynch, Pierce, Fenner &Smith Incorporated as Sole Lead Arranger and Sole Book Manager (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 18, 2011)*
|
10.31
|
|
Guaranty, dated as of October 14, 2011, by and among Asbury Automotive Group, Inc. and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 18, 2011)*
|
10.32
|
|
Guaranty, dated as of October 14, 2011, by and among certain subsidiaries of Asbury Automotive Group, Inc. and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on October 18, 2011)*
|
10.33
|
|
Security Agreement, dated as of October 14, 2011, by and among certain subsidiaries of Asbury Automotive Group, Inc. and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on October 18, 2011)*
|
10.34
|
|
Escrow & Security Agreement, dated as of October 14, 2011, by and among Asbury Automotive Group, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on October 18, 2011)*
|
10.35
|
|
Master Loan Agreement by and among certain subsidiaries of Asbury Automotive Group, Inc. and Wachovia Bank, National Association and Wachovia Financial Services, Inc., dated as of June 4, 2008 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2008)*
|
10.36
|
|
Unconditional Guaranty dated as of June 4, 2008, by and between Asbury Automotive Group, Inc. and Wachovia Bank, National Association (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2008)*
|
10.37
|
|
Unconditional Guaranty dated as of June 4, 2008, by and between Asbury Automotive Group, Inc. and Wachovia Financial Services, Inc. (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2008)*
|
Exhibit
Number
|
|
Description of Documents
|
**
|
|
Management contract or compensatory plan or arrangement.
|
***
|
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.
|
|
Asbury Automotive Group, Inc.
|
||
|
|
|
|
Date: February 21, 2013
|
By:
|
|
/s/ Craig T. Monaghan
|
|
Name:
|
|
Craig T. Monaghan
|
|
Title:
|
|
Chief Executive Officer and President
|
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Signature
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Title
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Date
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/s/ Craig T. Monaghan
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Chief Executive Officer, President and Director
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February 21, 2013
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(Craig T. Monaghan)
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/s/ Scott J. Krenz
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Senior Vice President and Chief Financial Officer
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February 21, 2013
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(Scott J. Krenz)
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/s/ Michael J. Sawicki
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Controller and
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February 21, 2013
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(Michael J. Sawicki)
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Chief Accounting Officer
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/s/ Thomas C. DeLoach, Jr.
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Director
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February 21, 2013
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(Thomas C. DeLoach, Jr.)
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Non-Executive Chairman of the Board
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/s/ Janet M. Clarke
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Director
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February 21, 2013
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(Janet M. Clarke)
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/s/ Dennis E. Clements
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Director
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February 21, 2013
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(Dennis E. Clements)
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/s/ Juanita T. James
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Director
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February 21, 2013
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(Juanita T. James)
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/s/ Vernon E. Jordan, Jr.
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Director
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February 21, 2013
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(Vernon E. Jordan, Jr.)
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/s/ Eugene S. Katz
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Director
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February 21, 2013
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(Eugene S. Katz)
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/s/ Michael S. Kearney
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Director
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February 21, 2013
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(Michael S. Kearney)
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/s/ Philip F. Maritz
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Director
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February 21, 2013
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(Philip F. Maritz)
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Exhibit
Number
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Description of Documents
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3.1
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Restated Certificate of Incorporation of Asbury Automotive Group, Inc. (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on March 20, 2002)*
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3.2
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Bylaws of Asbury Automotive Group, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 26, 2009)*
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4.1
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Indenture, dated as of March 26, 2007, by and among Asbury Automotive Group, Inc., the Subsidiary Guarantors listed on Schedule I thereto and The Bank of New York, as Trustee, relating to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-31262)*
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4.2
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Form of 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-31262)*
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4.3
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First Supplemental Indenture, dated as of June 29, 2007, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-4 filed with the SEC on July 5, 2007)*
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4.4
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Second Supplemental Indenture, dated as of June 30, 2010, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010)*
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4.5
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Third Supplemental Indenture, dated as of November 10, 2010, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.6 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010)*
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4.6
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Fourth Supplemental Indenture, dated as of November 16, 2010, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010)*
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4.7
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Fifth Supplemental Indenture, dated as of December 30, 2010, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)*
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4.8
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Sixth Supplemental Indenture, dated as of September 27, 2011, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011*)
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4.9
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Seventh Supplemental Indenture, dated as of February 15, 2013, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017
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4.10
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Indenture, dated as of November 16, 2010, by and among Asbury Automotive Group, Inc., the Subsidiary Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, relating to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010)*
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4.11
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Form of 8.375% Senior Subordinated Notes due 2020 (included as Exhibit A in Exhibit 4.1 and filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010)*
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4.12
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First Supplemental Indenture, dated as of December 30, 2010, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)*
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4.13
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First Supplemental Indenture, dated as of December 30, 2010, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)*
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4.14
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Third Supplemental Indenture, dated as of February 15, 2013, by and among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedue II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, related to the 8.375% Senior Subordinated Notes due 2020
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4.15
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Confirmation of Warrant dated March 12, 2007 by and between Asbury Automotive Group, Inc. and Goldman, Sachs & Co. (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-31262)*
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4.16
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Confirmation of Warrant dated March 12, 2007 by and between Asbury Automotive Group, Inc. and Deutsche Bank AG, London Branch (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-31262)*
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4.17
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Amendment to Confirmation dated March 13, 2007, by and between Asbury Automotive Group, Inc. and Goldman, Sachs & Co. relating to the Warrant (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-31262)*
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4.18
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Amendment to Confirmation dated March 13, 2007, by and between Asbury Automotive Group, Inc. and Deutsche Bank AG, London Branch relating to the Warrant (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-31262)*
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10.1**
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Amended and Restated 2002 Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2012)*
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10.2**
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2012 Equity Incentive Plan (filed as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on March 16, 2012)*
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10.3**
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Amended and Restated Key Executive Incentive Compensation Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2009) *
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10.4**
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Form of Officer/Director Indemnification Agreement (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)*
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10.5**
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Severance Pay Agreement for Key Employee by and between Asbury Automotive Group, Inc. and Keith R. Style, dated February 28, 2008 (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)*
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10.6**
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Letter Agreement by and between Asbury Automotive Group, Inc. and Joseph G. Parham, Jr., dated April 22, 2010 (filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)*
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10.7**
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Severance Pay Agreement for Key Employee by and between Asbury Automotive Group, Inc. and Joseph G. Parham, Jr., dated May 3, 2010 (filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)*
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10.8**
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Letter Agreement by and between Asbury Automotive Group, Inc. and Joseph G. Parham, Jr., dated October 18, 2011 (filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011)*
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10.9**
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Letter Agreement between Scott J. Krenz and Asbury Automotive Group, Inc., dated June 21, 2011 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on June 22, 2011)*
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10.10**
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Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and Scott J. Krenz, dated as of October 14, 2011 (filed as Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the SEC on October 18, 2011)*
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10.11
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Lease Agreement by and between Jeffrey I. Wooley and Asbury Automotive Tampa, L.P., effective January 5, 2011 (filed as Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)*
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10.12**
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Amended and Restated Employment Agreement by and between Asbury Automotive Group, Inc. and Craig T. Monaghan, dated as of December 30, 2011 (filed as Exhibit 10.19 to the Company’s Report on Form 10-K for the year ended December 31, 2011)*
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10.13**
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First Amendment to Amended and Restated Employment Agreement by and between Asbury Automotive Group, Inc. and Craig T. Monaghan, dated as of March 7, 2012 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 8, 2012)*
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10.14**
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Amended and Restated Employment Agreement by and between Asbury Automotive Group, Inc. and Michael S. Kearney, dated as of December 30, 2011 (filed as Exhibit 10.21 to the Company’s Report on Form 10-K for year ended December 31, 2011) *
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10.15**
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Letter Agreement by and between Asbury Automotive Group, Inc. and George A. Villasana, dated as of March 13, 2012 (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2012)*
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10.16**
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Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and George A. Villasana, dated as of April 16, 2012
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10.17**
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Form of Equity Award Agreement under the Amended and Restated Asbury Automotive Group, Inc. 2002 Equity Incentive Plan for CEO and COO (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2012)*
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10.18**
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Form of Equity Award Agreement under the Amended and Restated Asbury Automotive Group, Inc. 2002 Equity Incentive Plan for other Executive Officers (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2012)*
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10.19**
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Form of Equity Award Agreement under the 2012 Equity Incentive Plan
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10.20**
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Form of Performance Share Unit Award Agreement (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)*
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10.21**
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Form of Restricted Share Award Agreement for Non-Employee Directors (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 001-31262)*
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10.22**
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Form of Restricted Share Award Agreement (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)*
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10.23**
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Form of Restricted Stock Unit Award Agreement (filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)*
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10.24
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Ford Sales and Service Agreement (filed as Exhibit 10.13 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2001)*
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10.25
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General Motors Dealer Sales and Service Agreement (filed as Exhibit 10.14 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2001)*
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10.26
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Honda Automobile Dealer Sales and Service Agreement (filed as Exhibit 10.15 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2001.)*
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10.27
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Mercedes-Benz Passenger Car Dealer Agreement (filed as Exhibit 10.16 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2001)*
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10.28
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Nissan Dealer Sales and Service Agreement (filed as Exhibit 10.17 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2001)*
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10.29
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Toyota Dealer Agreement (filed as Exhibit 10.18 to Amendment No. 2 to the Company’s Registration Statement on Form S-1filed with the SEC on October 12, 2001)*
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10.30
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Credit Agreement, dated as of October 14, 2011, by and among Asbury Automotive Group, Inc., as Borrower, certain of its subsidiaries, as Vehicle Borrowers, Bank of America, N.A., as Administrative Agent, Revolving Swing Line Lender, New Vehicle Floor Plan Swing Line Lender, Used Vehicle Floor Plan Swingline Lender and an L/C Issuer, and the other lenders party thereto, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as Co-Syndication Agents and Merrill Lynch, Pierce, Fenner &Smith Incorporated as Sole Lead Arranger and Sole Book Manager (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 18, 2011)*
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10.31
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Guaranty, dated as of October 14, 2011, by and among Asbury Automotive Group, Inc. and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 18, 2011)*
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10.32
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Guaranty, dated as of October 14, 2011, by and among certain subsidiaries of Asbury Automotive Group, Inc. and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on October 18, 2011)*
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10.33
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Security Agreement, dated as of October 14, 2011, by and among certain subsidiaries of Asbury Automotive Group, Inc. and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on October 18, 2011)*
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10.34
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Escrow & Security Agreement, dated as of October 14, 2011, by and among Asbury Automotive Group, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on October 18, 2011)*
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10.35
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Master Loan Agreement by and among certain subsidiaries of Asbury Automotive Group, Inc. and Wachovia Bank, National Association and Wachovia Financial Services, Inc., dated as of June 4, 2008 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2008)*
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10.36
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Unconditional Guaranty dated as of June 4, 2008, by and between Asbury Automotive Group, Inc. and Wachovia Bank, National Association (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2008)*
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10.37
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Unconditional Guaranty dated as of June 4, 2008, by and between Asbury Automotive Group, Inc. and Wachovia Financial Services, Inc. (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2008)*
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10.38
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Modification Number One to Master Loan Agreement by and among certain subsidiaries of Asbury Automotive Group, Inc. and Wachovia Bank, National Association and Wachovia Financial Services, Inc., dated as of December 1, 2008 (filed as Exhibit 10.48 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)*
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10.39
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Modification Number Two to Master Loan Agreement, dated as of May 7, 2009, by and among certain subsidiaries of Asbury Automotive Group, Inc., and Wachovia Bank, National Association and Wachovia Financial Services, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2009)*
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10.40
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Modification Number Three to Master Loan Agreement, dated July 2, 2009, by and among certain subsidiaries of Asbury Automotive Group, Inc., and Wachovia Bank, National Association and Wachovia Financial Services, Inc. (filed as Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)*
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10.41
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Modification Number Four to Master Loan Agreement, dated as of October 21, 2010, by and among certain subsidiaries of Asbury Automotive Group, Inc., and Wachovia Bank, National Association and Wachovia Financial Services, Inc. (filed as Exhibit 10.48 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)*
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10.42
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Modification Number Five to Master Loan Agreement, dated as of November 29, 2010, by and among certain subsidiaries of Asbury Automotive Group, Inc., and Wells Fargo Bank, N.A., as successor to Wachovia Bank, National Association and Wachovia Financial Services, Inc. (filed as Exhibit 10.49 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)*
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10.43
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Modification Number One to Unconditional Guaranty and Reaffirmation of Unconditional Guaranty, dated as of May 7, 2009, by and between Asbury Automotive Group, Inc., and Wachovia Bank, National Association (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2009)*
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10.44
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Modification Number One to Unconditional Guaranty and Reaffirmation of Unconditional Guaranty, dated as of May 7, 2009, by and between Asbury Automotive Group, Inc., and Wachovia Bank Financial Services, Inc. (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2009)*
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10.45
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Modification Number One to Amended and Restated Unconditional Guaranty and Reaffirmation of Amended and Restated Unconditional Guaranty dated as of November 29, 2010, by and between Asbury Automotive Group, Inc. and Wells Fargo Bank, N.A., as successor to Wachovia Bank, National Association (filed as Exhibit 10.52 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)*
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10.46
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Modification Number One to Amended and Restated Unconditional Guaranty and Reaffirmation of Amended and Restated Unconditional Guaranty dated as of November 29, 2010, by and between Asbury Automotive Group, Inc. and Wachovia Financial Services, Inc. (filed as Exhibit 10.53 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010)*
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12
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Statement Regarding Computation of Ratio of Earnings to Fixed Charges
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21
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Subsidiaries of the Company
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23.1
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Consent of Ernst & Young LLP
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31.1
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Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS***
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XBRL Instance Document
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101.SCH***
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XBRL Taxonomy Extension Schema Document
|
ASBURY AUTOMOTIVE GROUP, INC.
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||
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By:
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/s/ Scott J. Krenz
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Name:
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Scott J. Krenz
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Title:
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Senior Vice President and
Chief Financial Officer
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EACH GUARANTOR LISTED ON SCHEDULE I
HERETO
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||
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By:
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/s/ Scott J. Krenz
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Name:
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Scott J. Krenz
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Title:
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Authorized Officer of each corporation and limited liability company, and an Authorized Officer of the general partner of each limited partnership
|
Asbury Atlanta VB L.L.C.
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||
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|
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By:
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/s/ Scott J. Krenz
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Name:
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Scott J. Krenz
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Title:
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Authorized Officer
|
AVENUE MOTORS, LTD
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||
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|
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By:
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/s/ Scott J. Krenz
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Name:
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Scott J. Krenz
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Title:
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Vice President
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ASBURY-DELAND IMPORTS, L.L.C.
|
||
|
|
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By:
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/s/ Scott J. Krenz
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|
|
Name:
|
Scott J. Krenz
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Title:
|
Vice President
|
ASBURY CH MOTORS LLC
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||
|
|
|
By:
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/s/ Scott J. Krenz
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|
|
Name:
|
Scott J. Krenz
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|
Title:
|
Vice President
|
BAYWAY FINANCIAL SERVICES, L.P.
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||
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|
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By:
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/s/ Scott J. Krenz
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|
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Name:
|
Scott J. Krenz
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|
Title:
|
Vice President
|
CFP MOTORS L.L.C.
|
||
|
|
|
By:
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/s/ Scott J. Krenz
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Name:
|
Scott J. Krenz
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Title:
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Vice President
|
CH MOTORS L.L.C.
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||
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|
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By:
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/s/ Scott J. Krenz
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Name:
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Scott J. Krenz
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Title:
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Vice President
|
CHO PARTNERSHIP, LTD
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||
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|
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By:
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/s/ Scott J. Krenz
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Name:
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Scott J. Krenz
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Title:
|
Vice President
|
CN MOTORS L.L.C.
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||
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|
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By:
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/s/ Scott J. Krenz
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|
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Name:
|
Scott J. Krenz
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Title:
|
Vice President
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C&O PROPERTIES, LTD
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||
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|
|
By:
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/s/ Scott J. Krenz
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Name:
|
Scott J. Krenz
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Title:
|
Vice President
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CP-GMC MOTORS L.L.C.
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||
|
|
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By:
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/s/ Scott J. Krenz
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|
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Name:
|
Scott J. Krenz
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|
Title:
|
Vice President
|
TAMPA HUND, L.P.
|
||
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|
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By:
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/s/ Scott J. Krenz
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|
|
Name:
|
Scott J. Krenz
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|
Title:
|
Vice President
|
TAMPA KIA, L.P.
|
||
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|
|
By:
|
/s/ Scott J. Krenz
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|
|
Name:
|
Scott J. Krenz
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|
Title:
|
Vice President
|
TAMPA LM, L.P.
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||
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|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
TAMPA MIT, L.P.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
WMZ MOTORS, L.P.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
WTY MOTORS, L.P.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
ASBURY AUTOMOTIVE GROUP, INC.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Senior Vice President and
Chief Financial Officer
|
EACH GUARANTOR LISTED ON SCHEDULE I
HERETO
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Authorized Officer of each corporation and limited liability company, and an Authorized Officer of the general partner of each limited partnership
|
Asbury Atlanta VB L.L.C.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Authorized Officer
|
AVENUE MOTORS, LTD
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
ASBURY-DELAND IMPORTS, L.L.C.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
ASBURY CH MOTORS LLC
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
BAYWAY FINANCIAL SERVICES, L.P.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
CFP MOTORS L.L.C.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
CH MOTORS L.L.C.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
CHO PARTNERSHIP, LTD
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
CN MOTORS L.L.C.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
C&O PROPERTIES, LTD
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
CP-GMC MOTORS L.L.C.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
TAMPA HUND, L.P.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
TAMPA KIA, L.P.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
TAMPA LM, L.P.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
TAMPA MIT, L.P.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
WMZ MOTORS, L.P.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
WTY MOTORS, L.P.
|
||
|
|
|
By:
|
/s/ Scott J. Krenz
|
|
|
Name:
|
Scott J. Krenz
|
|
Title:
|
Vice President
|
If to Executive: To the most recent address of Executive set forth in the
|
personnel records of Asbury.
|
ARTICLE I
|
|
Vesting Date
|
Percent of Award Vested
|
|
•%
|
If to the Company:
|
Asbury Automotive Group, Inc.
2905 Premiere Parkway NW, Suite 300
Duluth, GA 30097
Attention: General Counsel
Fax : (678) 542-2680
|
If to the Grantee:
|
At the then-current address shown on the
payroll of the Company.
|
Entity Name
|
|
Domestic State
|
|
Foreign Qualification
|
AF Motors L.L.C.
|
|
DE
|
|
FL
|
ALM Motors L.L.C.
|
|
DE
|
|
FL
|
ANL L.P.
|
|
DE
|
|
FL
|
Arkansas Automotive Services, L.L.C.
|
|
DE
|
|
AR
|
Asbury AR Niss L.L.C.
|
|
DE
|
|
AR
|
Asbury Atlanta AC L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta AU L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta BM L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta Chevrolet L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta Hon L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta Inf L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta Infiniti L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta Jaguar L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta Lex L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta Nis L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta Toy L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta VB L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta VL L.L.C.
|
|
DE
|
|
GA
|
Asbury Automotive Arkansas Dealership Holdings L.L.C.
|
|
DE
|
|
AR, MS
|
Asbury Automotive Arkansas L.L.C.
|
|
DE
|
|
AR, MS
|
Asbury Automotive Atlanta L.L.C.
|
|
DE
|
|
GA
|
Asbury Automotive Atlanta II L.L.C.
|
|
DE
|
|
GA
|
Asbury Automotive Brandon, L.P.
|
|
DE
|
|
FL
|
Asbury Automotive Central Florida, L.L.C.
|
|
DE
|
|
FL
|
Asbury Automotive Deland, L.L.C.
|
|
DE
|
|
FL
|
Asbury Automotive Fresno L.L.C.
|
|
DE
|
|
|
Asbury Automotive Group L.L.C.
|
|
DE
|
|
CT, NJ
|
Asbury Automotive Group, Inc.
|
|
DE
|
|
AR, FL, GA, NJ, NY, NC, PA, TX, VA
|
Asbury Automotive Jacksonville GP L.L.C.
|
|
DE
|
|
FL
|
Asbury Automotive Jacksonville, L.P.
|
|
DE
|
|
FL
|
Asbury Automotive Management L.L.C.
|
|
DE
|
|
NY, GA
|
Asbury Automotive Mississippi L.L.C.
|
|
DE
|
|
MS
|
Asbury Automotive North Carolina Dealership Holdings L.L.C.
|
|
DE
|
|
NC
|
Asbury Automotive North Carolina L.L.C.
|
|
DE
|
|
NC, SC, NJ
|
Asbury Automotive North Carolina Management L.L.C.
|
|
DE
|
|
NC
|
Asbury Automotive North Carolina Real Estate Holdings L.L.C.
|
|
DE
|
|
NC, NJ, SC, VA
|
Asbury Automotive Oregon L.L.C.
|
|
DE
|
|
|
Asbury Automotive Southern California L.L.C.
|
|
DE
|
|
|
Asbury Automotive St. Louis, L.L.C.
|
|
DE
|
|
MO
|
Asbury Automotive St. Louis II, L.L.C.
|
|
DE
|
|
MO
|
Asbury Automotive Tampa GP L.L.C.
|
|
DE
|
|
FL
|
Asbury Automotive Tampa, L.P.
|
|
DE
|
|
FL
|
Asbury Automotive Texas L.L.C.
|
|
DE
|
|
TX
|
Asbury Automotive Texas Real Estate Holdings L.L.C.
|
|
DE
|
|
TX
|
Asbury CH MOTORS L.L.C.
|
|
DE
|
|
FL
|
Entity Name
|
|
Domestic State
|
|
Foreign Qualification
|
Asbury Deland Imports 2, L.L.C.
|
|
DE
|
|
FL
|
Asbury Fresno Imports L.L.C.
|
|
DE
|
|
|
Asbury Jax AC, L.L.C.
|
|
DE
|
|
FL
|
Asbury Jax Holdings, L.P.
|
|
DE
|
|
FL
|
Asbury Jax Hon, L.L.C.
|
|
DE
|
|
FL
|
Asbury Jax K, L.L.C.
|
|
DE
|
|
FL
|
Asbury Jax Management L.L.C.
|
|
DE
|
|
FL
|
Asbury Jax VW, L.L.C.
|
|
DE
|
|
FL
|
Asbury MS Chev, L.L.C.
|
|
DE
|
|
MS
|
Asbury MS Gray-Daniels L.L.C.
|
|
DE
|
|
MS
|
Asbury No Cal Niss L.L.C.
|
|
DE
|
|
|
Asbury Sacramento Imports L.L.C.
|
|
DE
|
|
|
Asbury SC JPV L.L.C.
|
|
DE
|
|
SC
|
Asbury SC Lex L.L.C.
|
|
DE
|
|
SC
|
Asbury SC Toy L.L.C.
|
|
DE
|
|
SC
|
Asbury So Cal DC L.L.C.
|
|
DE
|
|
|
Asbury So Cal Hon L.L.C.
|
|
DE
|
|
|
Asbury So Cal Niss L.L.C.
|
|
DE
|
|
|
Asbury South Carolina Real Estate Holdings L.L.C.
|
|
DE
|
|
SC
|
Asbury St. Louis FSKR, L.L.C.
|
|
DE
|
|
MO
|
Asbury St. Louis Cadillac L.L.C.
|
|
DE
|
|
MO
|
Asbury St. Louis Lex L.L.C.
|
|
DE
|
|
MO
|
Asbury St. Louis LR L.L.C.
|
|
DE
|
|
MO
|
Asbury St. Louis M L.L.C.
|
|
DE
|
|
MO
|
Asbury Tampa Management L.L.C.
|
|
DE
|
|
FL
|
Asbury Texas D FSKR, L.L.C.
|
|
DE
|
|
TX
|
Asbury Texas H FSKR, L.L.C.
|
|
DE
|
|
TX
|
Asbury-Deland Imports L.L.C.
|
|
DE
|
|
FL
|
Atlanta Real Estate Holdings L.L.C.
|
|
DE
|
|
GA
|
Avenues Motors, Ltd.
|
|
FL
|
|
|
Bayway Financial Services, L.P.
|
|
DE
|
|
FL
|
BFP Motors L.L.C.
|
|
DE
|
|
FL
|
C&O Properties, Ltd.
|
|
FL
|
|
|
Camco Finance II L.L.C.
|
|
DE
|
|
NC, SC
|
CH Motors, L.L.C.
|
|
DE
|
|
FL
|
CH Motors, Ltd.
|
|
FL
|
|
|
CHO Partnership, Ltd.
|
|
FL
|
|
|
CK Chevrolet LLC
|
|
DE
|
|
FL
|
CK Motors LLC
|
|
DE
|
|
FL
|
CN Motors L.L.C
|
|
DE
|
|
FL
|
CN Motors, Ltd.
|
|
FL
|
|
|
Coggin Automotive Corp.
|
|
FL
|
|
|
Coggin Cars L.L.C.
|
|
DE
|
|
FL
|
Coggin Chevrolet L.L.C.
|
|
DE
|
|
FL
|
Coggin Management, L.P.
|
|
DE
|
|
FL
|
Entity Name
|
|
Domestic State
|
|
Foreign Qualification
|
CP-GMC Motors L.L.C.
|
|
DE
|
|
FL
|
CP-GMC Motors, Ltd.
|
|
FL
|
|
|
Crown Acura/Nissan, LLC
|
|
NC
|
|
|
Crown CHH L.L.C.
|
|
DE
|
|
NC
|
Crown CHO L.L.C.
|
|
DE
|
|
NC
|
Crown CHV L.L.C.
|
|
DE
|
|
NC
|
Crown FDO L.L.C.
|
|
DE
|
|
NC
|
Crown FFO Holdings L.L.C.
|
|
DE
|
|
NC
|
Crown FFO L.L.C.
|
|
DE
|
|
NC
|
Crown GAC L.L.C.
|
|
DE
|
|
NC
|
Crown GBM L.L.C.
|
|
DE
|
|
NC
|
Crown GCA L.L.C.
|
|
DE
|
|
NC
|
Crown GDO L.L.C.
|
|
DE
|
|
NC
|
Crown GHO L.L.C.
|
|
DE
|
|
NC
|
Crown GNI L.L.C.
|
|
DE
|
|
NC
|
Crown GPG L.L.C.
|
|
DE
|
|
NC
|
Crown GVO L.L.C.
|
|
DE
|
|
NC
|
Crown Honda, LLC
|
|
NC
|
|
|
Crown Motorcar Company L.L.C.
|
|
DE
|
|
VA
|
Crown PBM L.L.C.
|
|
DE
|
|
NJ
|
Crown RIA L.L.C.
|
|
DE
|
|
VA
|
Crown RIB L.L.C.
|
|
DE
|
|
VA
|
Crown SJC L.L.C.
|
|
DE
|
|
SC
|
Crown SNI L.L.C.
|
|
DE
|
|
SC
|
CSA Imports L.L.C.
|
|
DE
|
|
FL
|
Escude-NN L.L.C.
|
|
DE
|
|
MS
|
Escude-NS L.L.C.
|
|
DE
|
|
MS
|
Escude-T L.L.C.
|
|
DE
|
|
MS
|
Florida Automotive Services, L.L.C (f/k/a Asbury Automotive Florida, L.L.C.).
|
|
DE
|
|
FL
|
Southern Atlantic Automotive Services, LLC f/k/a Georgia Automotive Services, L.L.C. .
|
|
DE
|
|
GA, SC
|
HFP Motors L.L.C.
|
|
DE
|
|
FL
|
JC Dealer Systems LLC (f/k/a Dealer Profit Systems L.L.C.)
|
|
DE
|
|
FL
|
KP Motors L.L.C.
|
|
DE
|
|
FL
|
McDavid Austin-Acra, L.L.C.
|
|
DE
|
|
TX
|
McDavid Frisco-Hon, L.L.C.
|
|
DE
|
|
TX
|
McDavid Grande, L.L.C.
|
|
DE
|
|
TX
|
McDavid Houston-Hon, L.L.C.
|
|
DE
|
|
TX
|
McDavid Houston-Niss, L.L.C.
|
|
DE
|
|
TX
|
McDavid Irving-Hon, L.L.C.
|
|
DE
|
|
TX
|
McDavid Outfitters, L.L.C.
|
|
DE
|
|
TX, LA
|
McDavid Plano-Acra, L.L.C.
|
|
DE
|
|
TX
|
Mid-Atlantic Automotive Services, L.L.C.
|
|
DE
|
|
NC, SC, VA, NJ
|
Mississippi Automotive Services, L.L.C.
|
|
DE
|
|
MS
|
Missouri Automotive Services, L.L.C.
|
|
DE
|
|
MO
|
Entity Name
|
|
Domestic State
|
|
Foreign Qualification
|
NP FLM L.L.C.
|
|
DE
|
|
AR
|
NP MZD L.L.C.
|
|
DE
|
|
AR
|
NP VKW L.L.C.
|
|
DE
|
|
AR
|
Plano Lincoln-Mercury, Inc.
|
|
DE
|
|
TX
|
Precision Computer Services, Inc.
|
|
FL
|
|
|
Precision Enterprises Tampa, Inc.
|
|
FL
|
|
|
Precision Infiniti, Inc.
|
|
FL
|
|
|
Precision Motorcars, Inc.
|
|
FL
|
|
|
Precision Nissan, Inc.
|
|
FL
|
|
|
Premier NSN L.L.C.
|
|
DE
|
|
AR
|
Premier Pon L.L.C.
|
|
DE
|
|
AR
|
Prestige Bay L.L.C.
|
|
DE
|
|
AR
|
Prestige Toy L.L.C.
|
|
DE
|
|
AR
|
Tampa Hund, L.P.
|
|
DE
|
|
FL
|
Tampa Kia, L.P.
|
|
DE
|
|
FL
|
Tampa LM, L.P.
|
|
DE
|
|
|
Tampa Mit, L.P.
|
|
DE
|
|
|
Texas Automotive Services, L.L.C.
|
|
DE
|
|
TX
|
Thomason Auto Credit Northwest, Inc.
|
|
OR
|
|
|
Thomason Dam L.L.C.
|
|
DE
|
|
|
Thomason Frd L.L.C.
|
|
DE
|
|
|
Thomason Hund L.L.C.
|
|
DE
|
|
|
Thomason Pontiac-GMC L.L.C.
|
|
DE
|
|
|
WMZ Motors, L.P.
|
|
DE
|
|
|
WTY Motors, L.P.
|
|
DE
|
|
FL
|
1)
|
Registration Statement (Form S-8 No. 333-105450) of Asbury Automotive Group, Inc.,
|
2)
|
Registration Statement (Form S-8 No. 333-84646) of Asbury Automotive Group, Inc.,
|
3)
|
Registration Statement (Form S-8 No. 333-115402) of Asbury Automotive Group, Inc., and
|
4)
|
Registration Statement (Form S-3 No. 333-123505) of Asbury Automotive Group, Inc.;
|
1.
|
I have reviewed this annual report on Form 10-K of Asbury Automotive Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Craig T. Monaghan
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Craig T. Monaghan
Chief Executive Officer
February 21, 2013
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1.
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I have reviewed this annual report on Form 10-K of Asbury Automotive Group, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(a)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Scott J. Krenz
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Scott J. Krenz
Chief Financial Officer February 21, 2013 |
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Craig T. Monaghan
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|
Craig T. Monaghan
Chief Executive Officer
February 21, 2013
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|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Scott J. Krenz
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Scott J. Krenz
Chief Financial Officer
February 21, 2013
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