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x
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QUARTERLY 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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2905 Premiere Parkway NW, Suite 300
Duluth, Georgia
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30097
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(Address of principal executive offices)
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(Zip Code)
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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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(Do not check if a smaller reporting company)
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Smaller Reporting Company
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o
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Emerging Growth Company
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o
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Page
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PART I—Financial Information
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PART II—Other Information
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June 30, 2017
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December 31, 2016
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||||
ASSETS
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CURRENT ASSETS:
|
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||||
Cash and cash equivalents
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$
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2.7
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$
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3.4
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Contracts-in-transit
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124.9
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182.6
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Accounts receivable, net
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112.5
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138.4
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Inventories
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930.4
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894.9
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Assets held for sale
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18.3
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16.1
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Other current assets
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129.2
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97.0
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Total current assets
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1,318.0
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1,332.4
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PROPERTY AND EQUIPMENT, net
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822.3
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815.4
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GOODWILL
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160.8
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128.1
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INTANGIBLE FRANCHISE RIGHTS
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54.7
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48.5
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OTHER LONG-TERM ASSETS
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11.2
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11.7
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Total assets
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$
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2,367.0
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$
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2,336.1
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LIABILITIES AND SHAREHOLDERS' EQUITY
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||||
CURRENT LIABILITIES:
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||||
Floor plan notes payable—trade, net
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$
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129.4
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$
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108.3
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Floor plan notes payable—non-trade, net
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691.3
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673.5
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Current maturities of long-term debt
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14.2
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14.0
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Accounts payable and accrued liabilities
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268.3
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309.1
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Total current liabilities
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1,103.2
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1,104.9
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LONG-TERM DEBT
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905.2
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912.7
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DEFERRED INCOME TAXES
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9.0
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8.9
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OTHER LONG-TERM LIABILITIES
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31.5
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29.9
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COMMITMENTS AND CONTINGENCIES (Note 11)
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SHAREHOLDERS' EQUITY:
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Preferred stock, $.01 par value; 10,000,000 shares authorized; none issued or outstanding
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—
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—
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Common stock, $.01 par value; 90,000,000 shares authorized; 40,963,167 and 40,750,765 shares issued, including shares held in treasury, respectively
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0.4
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0.4
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Additional paid-in capital
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556.4
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549.4
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Retained earnings
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677.1
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611.5
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Treasury stock, at cost; 20,062,381 and 19,497,596 shares, respectively
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(913.8
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)
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(879.5
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)
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Accumulated other comprehensive loss
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(2.0
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)
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(2.1
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)
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Total shareholders' equity
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318.1
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279.7
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Total liabilities and shareholders' equity
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$
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2,367.0
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$
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2,336.1
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For the Three Months Ended June 30,
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For the Six Months Ended June 30,
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||||||||||||
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2017
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2016
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2017
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2016
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||||||||
REVENUE:
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New vehicle
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$
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882.9
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$
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897.0
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$
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1,715.4
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$
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1,735.4
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Used vehicle
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479.2
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470.2
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941.0
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931.1
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Parts and service
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200.8
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195.3
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392.3
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384.5
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Finance and insurance, net
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68.9
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64.9
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134.8
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127.2
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TOTAL REVENUE
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1,631.8
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1,627.4
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3,183.5
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3,178.2
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COST OF SALES:
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New vehicle
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841.9
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849.5
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1,634.0
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1,643.2
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Used vehicle
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446.5
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436.0
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874.4
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861.1
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Parts and service
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76.3
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74.3
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147.9
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145.5
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TOTAL COST OF SALES
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1,364.7
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1,359.8
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2,656.3
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2,649.8
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GROSS PROFIT
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267.1
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267.6
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527.2
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528.4
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OPERATING EXPENSES (INCOME):
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Selling, general, and administrative
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185.6
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182.3
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366.7
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363.5
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Depreciation and amortization
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8.0
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7.7
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15.9
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15.2
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Other operating expenses (income), net
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1.9
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(0.5
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)
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0.7
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2.7
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INCOME FROM OPERATIONS
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71.6
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78.1
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143.9
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147.0
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OTHER EXPENSES:
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Floor plan interest expense
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6.1
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5.0
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11.3
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9.4
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Other interest expense, net
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13.4
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13.4
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26.8
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26.8
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Swap interest expense
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0.6
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0.8
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1.2
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1.6
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Total other expenses, net
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20.1
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19.2
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39.3
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37.8
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INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
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51.5
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58.9
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104.6
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109.2
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Income tax expense
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19.6
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|
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22.3
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38.7
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41.5
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INCOME FROM CONTINUING OPERATIONS
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31.9
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36.6
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65.9
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67.7
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|
||||
Discontinued operations, net of tax
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—
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0.1
|
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—
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—
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NET INCOME
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$
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31.9
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$
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36.7
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$
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65.9
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$
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67.7
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EARNINGS PER COMMON SHARE:
|
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||||||||
Basic—
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||||||||
Continuing operations
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$
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1.53
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$
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1.66
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$
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3.15
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$
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2.92
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Discontinued operations
|
—
|
|
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—
|
|
|
—
|
|
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—
|
|
||||
Net income
|
$
|
1.53
|
|
|
$
|
1.66
|
|
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$
|
3.15
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$
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2.92
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Diluted—
|
|
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||||||||
Continuing operations
|
$
|
1.52
|
|
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$
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1.65
|
|
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$
|
3.12
|
|
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$
|
2.91
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
$
|
1.52
|
|
|
$
|
1.65
|
|
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$
|
3.12
|
|
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$
|
2.91
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|
|
|
|
|
|
|
|
||||||||
Basic
|
20.8
|
|
|
22.1
|
|
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20.9
|
|
|
23.2
|
|
||||
Restricted stock
|
0.1
|
|
|
0.0
|
|
|
0.1
|
|
|
0.0
|
|
||||
Performance share units
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||
Diluted
|
21.0
|
|
|
22.2
|
|
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21.1
|
|
|
23.3
|
|
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For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
31.9
|
|
|
$
|
36.7
|
|
|
$
|
65.9
|
|
|
$
|
67.7
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Change in fair value of cash flow swaps
|
(0.5
|
)
|
|
(1.7
|
)
|
|
0.2
|
|
|
(5.8
|
)
|
||||
Income tax benefit (expense) associated with cash flow swaps
|
0.2
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
2.3
|
|
||||
Comprehensive income
|
$
|
31.6
|
|
|
$
|
35.7
|
|
|
$
|
66.0
|
|
|
$
|
64.2
|
|
|
For the Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
65.9
|
|
|
$
|
67.7
|
|
Adjustments to reconcile net income to net cash provided by operating activities—
|
|
|
|
||||
Depreciation and amortization
|
15.9
|
|
|
15.2
|
|
||
Stock-based compensation
|
6.4
|
|
|
6.1
|
|
||
Deferred income taxes
|
0.2
|
|
|
2.4
|
|
||
Impairment expenses
|
—
|
|
|
1.5
|
|
||
Loaner vehicle amortization
|
11.3
|
|
|
10.3
|
|
||
Other adjustments, net
|
1.9
|
|
|
3.1
|
|
||
Changes in operating assets and liabilities, net of acquisitions and divestitures—
|
|
|
|
||||
Contracts-in-transit
|
57.7
|
|
|
41.0
|
|
||
Accounts receivable
|
26.3
|
|
|
10.1
|
|
||
Inventories
|
59.3
|
|
|
(17.2
|
)
|
||
Other current assets
|
(108.3
|
)
|
|
(73.9
|
)
|
||
Floor plan notes payable—trade, net
|
21.1
|
|
|
17.5
|
|
||
Accounts payable and accrued liabilities
|
(40.1
|
)
|
|
(14.6
|
)
|
||
Other long-term assets and liabilities, net
|
0.7
|
|
|
0.6
|
|
||
Net cash provided by operating activities
|
118.3
|
|
|
69.8
|
|
||
CASH FLOW FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Capital expenditures—excluding real estate
|
(11.5
|
)
|
|
(28.7
|
)
|
||
Capital expenditures—real estate
|
(0.3
|
)
|
|
(10.6
|
)
|
||
Purchases of previously leased real estate
|
—
|
|
|
(12.5
|
)
|
||
Acquisitions
|
(80.1
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(91.9
|
)
|
|
(51.8
|
)
|
||
CASH FLOW FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Floor plan borrowings—non-trade
|
1,991.4
|
|
|
1,942.5
|
|
||
Floor plan borrowings—acquisitions
|
25.1
|
|
|
—
|
|
||
Floor plan repayments—non-trade
|
(2,001.7
|
)
|
|
(1,788.6
|
)
|
||
Repayments of borrowings
|
(7.6
|
)
|
|
(7.2
|
)
|
||
Payment of debt issuance costs
|
—
|
|
|
(0.3
|
)
|
||
Repurchases of common stock, including shares associated with net share settlement of employee share-based awards
|
(34.3
|
)
|
|
(165.4
|
)
|
||
Net cash used in financing activities
|
(27.1
|
)
|
|
(19.0
|
)
|
||
Net decrease in cash and cash equivalents
|
(0.7
|
)
|
|
(1.0
|
)
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
3.4
|
|
|
2.8
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
2.7
|
|
|
$
|
1.8
|
|
•
|
Coggin dealerships operating primarily in Jacksonville, Fort Pierce and Orlando, Florida;
|
•
|
Courtesy dealerships operating in Tampa, Florida;
|
•
|
Crown dealerships operating in North Carolina, South Carolina and Virginia;
|
•
|
Gray-Daniels dealerships operating in the Jackson, Mississippi area;
|
•
|
Hare dealerships operating in the Indianapolis, Indiana area;
|
•
|
McDavid dealerships operating in metropolitan Austin, Dallas and Houston, Texas;
|
•
|
Nalley dealerships operating in metropolitan Atlanta, Georgia; and
|
•
|
Plaza dealerships operating in metropolitan St. Louis, Missouri.
|
|
As of
|
||
|
June 30, 2017
|
||
|
(In millions)
|
||
Inventory
|
$
|
25.9
|
|
Real estate
|
12.2
|
|
|
Property and equipment
|
1.4
|
|
|
Goodwill
|
32.7
|
|
|
Manufacturer franchise rights
|
6.2
|
|
|
Loaner and rental vehicles
|
3.2
|
|
|
Liabilities assumed
|
(1.5
|
)
|
|
Total purchase price
|
$
|
80.1
|
|
|
As of
|
||||||
|
June 30, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Vehicle receivables
|
$
|
39.8
|
|
|
$
|
53.2
|
|
Manufacturer receivables
|
40.5
|
|
|
45.5
|
|
||
Other receivables
|
33.7
|
|
|
41.6
|
|
||
Total accounts receivable
|
114.0
|
|
|
140.3
|
|
||
Less—Allowance for doubtful accounts
|
(1.5
|
)
|
|
(1.9
|
)
|
||
Accounts receivable, net
|
$
|
112.5
|
|
|
$
|
138.4
|
|
|
As of
|
||||||
|
June 30, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
New vehicles
|
$
|
740.5
|
|
|
$
|
720.6
|
|
Used vehicles
|
147.1
|
|
|
132.7
|
|
||
Parts and accessories
|
42.8
|
|
|
41.6
|
|
||
Total inventories
|
$
|
930.4
|
|
|
$
|
894.9
|
|
|
As of
|
||||||
|
June 30, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Floor plan notes payable—trade
|
$
|
143.1
|
|
|
$
|
120.0
|
|
Floor plan notes payable offset account
|
(13.7
|
)
|
|
(11.7
|
)
|
||
Total floor plan notes payable—trade, net
|
$
|
129.4
|
|
|
$
|
108.3
|
|
|
|
|
|
||||
Floor plan notes payable—non-trade
|
$
|
691.3
|
|
|
$
|
732.7
|
|
Floor plan notes payable offset account
|
—
|
|
|
(59.2
|
)
|
||
Total floor plan notes payable—non-trade, net
|
$
|
691.3
|
|
|
$
|
673.5
|
|
|
As of
|
||||||
June 30, 2017
|
|
December 31, 2016
|
|||||
(In millions)
|
|||||||
6.0% Senior Subordinated Notes due 2024
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Mortgage notes payable bearing interest at fixed rates
|
179.4
|
|
|
182.8
|
|
||
Real estate credit agreement
|
49.9
|
|
|
51.5
|
|
||
Restated master loan agreement
|
91.1
|
|
|
93.6
|
|
||
Capital lease obligations
|
3.3
|
|
|
3.4
|
|
||
Total debt outstanding
|
923.7
|
|
|
931.3
|
|
||
Add—unamortized premium on 6.0% Senior Subordinated Notes due 2024
|
7.2
|
|
|
7.6
|
|
||
Less—debt issuance costs
|
(11.5
|
)
|
|
(12.2
|
)
|
||
Long-term debt, including current portion
|
919.4
|
|
|
926.7
|
|
||
Less—current portion, net of current portion of debt issuance costs
|
(14.2
|
)
|
|
(14.0
|
)
|
||
Long-term debt
|
$
|
905.2
|
|
|
$
|
912.7
|
|
|
As of
|
||||||
|
June 30, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Carrying Value:
|
|
|
|
||||
6.0% Senior Subordinated Notes due 2024
|
$
|
607.2
|
|
|
$
|
607.6
|
|
Mortgage notes payable
|
320.4
|
|
|
327.9
|
|
||
Total carrying value
|
$
|
927.6
|
|
|
$
|
935.5
|
|
|
|
|
|
||||
Fair Value:
|
|
|
|
||||
6.0% Senior Subordinated Notes due 2024
|
$
|
607.5
|
|
|
$
|
613.5
|
|
Mortgage notes payable
|
324.3
|
|
|
339.5
|
|
||
Total fair value
|
$
|
931.8
|
|
|
$
|
953.0
|
|
|
As of
|
||||||
|
June 30, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Accounts payable and accrued liabilities
|
$
|
1.5
|
|
|
$
|
2.2
|
|
Other long-term liabilities
|
1.9
|
|
|
1.4
|
|
||
Total fair value
|
$
|
3.4
|
|
|
$
|
3.6
|
|
For the Three Months Ended June 30,
|
|
Results Recognized in Accumulated Other Comprehensive Loss
(Effective Portion) |
|
Location of Results Reclassified from Accumulated Other Comprehensive Loss
to Earnings |
|
Results Reclassified from Accumulated Other Comprehensive Loss
to Earnings |
||||
2017
|
|
$
|
(1.1
|
)
|
|
Swap interest expense
|
|
$
|
(0.6
|
)
|
2016
|
|
$
|
(2.5
|
)
|
|
Swap interest expense
|
|
$
|
(0.8
|
)
|
For the Six Months Ended June 30,
|
|
Results Recognized in Accumulated Other Comprehensive Loss
(Effective Portion)
|
|
Location of Results Reclassified from Accumulated Other Comprehensive Loss
to Earnings
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
to Earnings–Active Swaps
|
||||
2017
|
|
$
|
(1.0
|
)
|
|
Swap interest expense
|
|
$
|
(1.2
|
)
|
2016
|
|
$
|
(7.4
|
)
|
|
Swap interest expense
|
|
$
|
(1.6
|
)
|
•
|
our ability to execute our business strategy;
|
•
|
the annual rate of new vehicle sales in the U.S.;
|
•
|
our ability to further improve our operating cash flows, and the availability of capital and liquidity;
|
•
|
our estimated future capital expenditures;
|
•
|
general economic conditions and its impact on our revenues and expenses;
|
•
|
our parts and service revenue due to, among other things, improvements in manufacturing quality;
|
•
|
the variable nature of significant components of our cost structure;
|
•
|
our ability to limit our exposure to regional economic downturns due to our geographic diversity and brand mix;
|
•
|
manufacturers' willingness to continue to use incentive programs to drive demand for their product offerings;
|
•
|
our ability to leverage our common systems, infrastructure and processes in a cost-efficient manner;
|
•
|
our capital allocation strategy, including as it relates to acquisitions and divestitures, stock repurchases, dividends and capital expenditures;
|
•
|
the continued availability of financing, including floor plan financing for inventory;
|
•
|
the ability of consumers to secure vehicle financing at favorable rates;
|
•
|
the growth of import and luxury brands over the long-term;
|
•
|
our ability to mitigate any future negative trends in new vehicle sales; and
|
•
|
our ability to increase our cash flow and net income as a result of the foregoing and other factors.
|
•
|
changes in general economic and business conditions, including changes in employment levels, consumer demand, preferences and confidence levels, the availability and cost of credit, fuel prices, levels of discretionary personal income and interest rates;
|
•
|
our ability to execute our balanced automotive retailing and service business strategy;
|
•
|
adverse conditions affecting the vehicle manufacturers whose brands we sell, and their ability to design, manufacture, deliver, and market their vehicles successfully;
|
•
|
changes in the mix, and total number, of vehicles we are able to sell;
|
•
|
our outstanding indebtedness and our continued ability to comply with applicable covenants in our various financing and lease agreements, or to obtain waivers of these covenants as necessary;
|
•
|
high levels of competition in our industry, which may create pricing and margin pressures on our products and services;
|
•
|
our relationships with manufacturers of the vehicles we sell and our ability to renew, and enter into new framework and dealer agreements with vehicle manufacturers whose brands we sell, on terms acceptable to us;
|
•
|
the availability of manufacturer incentive programs and our ability to earn these incentives;
|
•
|
failure of our management information systems or any security breaches;
|
•
|
changes in laws and regulations governing the operation of automobile franchises, including trade restrictions, consumer protections, accounting standards, taxation requirements, and environmental laws;
|
•
|
adverse results from litigation or other similar proceedings involving us;
|
•
|
our ability to generate sufficient cash flows, maintain our liquidity and obtain any necessary additional funds for working capital, capital expenditures, acquisitions, stock repurchases and/or dividends, debt maturity payments, and other corporate purposes;
|
•
|
any disruptions in the financial markets, which may impact our ability to access capital;
|
•
|
our relationships with, and the financial stability of, our lenders and lessors;
|
•
|
significant disruptions in the production and delivery of vehicles and parts for any reason, including natural disasters, product recalls, work stoppages, import restrictions or limitations, significant property loss or other occurrences that are outside of our control;
|
•
|
our ability to execute our initiatives and other strategies; and
|
•
|
our ability to leverage gains from our dealership portfolio.
|
•
|
Coggin dealerships operating primarily in Jacksonville, Fort Pierce and Orlando, Florida;
|
•
|
Courtesy dealerships operating in Tampa, Florida;
|
•
|
Crown dealerships operating in North Carolina, South Carolina and Virginia;
|
•
|
Gray-Daniels dealerships operating in the Jackson, Mississippi area;
|
•
|
Hare dealerships operating in the Indianapolis, Indiana area;
|
•
|
McDavid dealerships operating in metropolitan Austin, Dallas and Houston, Texas;
|
•
|
Nalley dealerships operating in metropolitan Atlanta, Georgia; and
|
•
|
Plaza dealerships operating in metropolitan St. Louis, Missouri.
|
|
For the Three Months Ended June 30,
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(Dollars in millions, except per share data)
|
|||||||||||||
REVENUE:
|
|
|
|
|
|
|
|
|||||||
New vehicle
|
$
|
882.9
|
|
|
$
|
897.0
|
|
|
$
|
(14.1
|
)
|
|
(2
|
)%
|
Used vehicle
|
479.2
|
|
|
470.2
|
|
|
9.0
|
|
|
2
|
%
|
|||
Parts and service
|
200.8
|
|
|
195.3
|
|
|
5.5
|
|
|
3
|
%
|
|||
Finance and insurance, net
|
68.9
|
|
|
64.9
|
|
|
4.0
|
|
|
6
|
%
|
|||
TOTAL REVENUE
|
1,631.8
|
|
|
1,627.4
|
|
|
4.4
|
|
|
—
|
%
|
|||
GROSS PROFIT:
|
|
|
|
|
|
|
|
|||||||
New vehicle
|
41.0
|
|
|
47.5
|
|
|
(6.5
|
)
|
|
(14
|
)%
|
|||
Used vehicle
|
32.7
|
|
|
34.2
|
|
|
(1.5
|
)
|
|
(4
|
)%
|
|||
Parts and service
|
124.5
|
|
|
121.0
|
|
|
3.5
|
|
|
3
|
%
|
|||
Finance and insurance, net
|
68.9
|
|
|
64.9
|
|
|
4.0
|
|
|
6
|
%
|
|||
TOTAL GROSS PROFIT
|
267.1
|
|
|
267.6
|
|
|
(0.5
|
)
|
|
—
|
%
|
|||
OPERATING EXPENSES (INCOME):
|
|
|
|
|
|
|
|
|||||||
Selling, general, and administrative
|
185.6
|
|
|
182.3
|
|
|
3.3
|
|
|
2
|
%
|
|||
Depreciation and amortization
|
8.0
|
|
|
7.7
|
|
|
0.3
|
|
|
4
|
%
|
|||
Other operating expenses (income), net
|
1.9
|
|
|
(0.5
|
)
|
|
2.4
|
|
|
NM
|
|
|||
INCOME FROM OPERATIONS
|
71.6
|
|
|
78.1
|
|
|
(6.5
|
)
|
|
(8
|
)%
|
|||
OTHER EXPENSES:
|
|
|
|
|
|
|
|
|||||||
Floor plan interest expense
|
6.1
|
|
|
5.0
|
|
|
1.1
|
|
|
22
|
%
|
|||
Other interest expense, net
|
13.4
|
|
|
13.4
|
|
|
—
|
|
|
—
|
%
|
|||
Swap interest expense
|
0.6
|
|
|
0.8
|
|
|
(0.2
|
)
|
|
(25
|
)%
|
|||
Total other expenses, net
|
20.1
|
|
|
19.2
|
|
|
0.9
|
|
|
5
|
%
|
|||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
51.5
|
|
|
58.9
|
|
|
(7.4
|
)
|
|
(13
|
)%
|
|||
Income tax expense
|
19.6
|
|
|
22.3
|
|
|
(2.7
|
)
|
|
(12
|
)%
|
|||
INCOME FROM CONTINUING OPERATIONS
|
31.9
|
|
|
36.6
|
|
|
(4.7
|
)
|
|
(13
|
)%
|
|||
Discontinued operations, net of tax
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
(100
|
)%
|
|||
NET INCOME
|
$
|
31.9
|
|
|
$
|
36.7
|
|
|
$
|
(4.8
|
)
|
|
(13
|
)%
|
Income from continuing operations per common share—Diluted
|
$
|
1.52
|
|
|
$
|
1.65
|
|
|
$
|
(0.13
|
)
|
|
(8
|
)%
|
Net income per common share—Diluted
|
$
|
1.52
|
|
|
$
|
1.65
|
|
|
$
|
(0.13
|
)
|
|
(8
|
)%
|
|
For the Three Months Ended June 30,
|
||||
|
2017
|
|
2016
|
||
REVENUE MIX PERCENTAGES:
|
|
|
|
||
New vehicle
|
54.1
|
%
|
|
55.1
|
%
|
Used vehicle retail
|
26.4
|
%
|
|
25.7
|
%
|
Used vehicle wholesale
|
3.0
|
%
|
|
3.2
|
%
|
Parts and service
|
12.3
|
%
|
|
12.0
|
%
|
Finance and insurance, net
|
4.2
|
%
|
|
4.0
|
%
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
GROSS PROFIT MIX PERCENTAGES:
|
|
|
|
||
New vehicle
|
15.4
|
%
|
|
17.8
|
%
|
Used vehicle retail
|
12.1
|
%
|
|
12.9
|
%
|
Used vehicle wholesale
|
0.1
|
%
|
|
(0.2
|
)%
|
Parts and service
|
46.6
|
%
|
|
45.2
|
%
|
Finance and insurance, net
|
25.8
|
%
|
|
24.3
|
%
|
Total gross profit
|
100.0
|
%
|
|
100.0
|
%
|
GROSS PROFIT MARGIN
|
16.4
|
%
|
|
16.4
|
%
|
SG&A EXPENSES AS A PERCENTAGE OF GROSS PROFIT
|
69.5
|
%
|
|
68.1
|
%
|
|
For the Three Months Ended June 30,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
291.1
|
|
|
$
|
300.9
|
|
|
$
|
(9.8
|
)
|
|
(3
|
)%
|
Import
|
410.9
|
|
|
406.7
|
|
|
4.2
|
|
|
1
|
%
|
|||
Domestic
|
180.9
|
|
|
189.4
|
|
|
(8.5
|
)
|
|
(4
|
)%
|
|||
Total new vehicle revenue
|
$
|
882.9
|
|
|
$
|
897.0
|
|
|
$
|
(14.1
|
)
|
|
(2
|
)%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
18.2
|
|
|
$
|
20.9
|
|
|
$
|
(2.7
|
)
|
|
(13
|
)%
|
Import
|
14.0
|
|
|
17.6
|
|
|
(3.6
|
)
|
|
(20
|
)%
|
|||
Domestic
|
8.8
|
|
|
9.0
|
|
|
(0.2
|
)
|
|
(2
|
)%
|
|||
Total new vehicle gross profit
|
$
|
41.0
|
|
|
$
|
47.5
|
|
|
$
|
(6.5
|
)
|
|
(14
|
)%
|
New vehicle units:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
5,504
|
|
|
5,782
|
|
|
(278
|
)
|
|
(5
|
)%
|
|||
Import
|
14,833
|
|
|
14,808
|
|
|
25
|
|
|
—
|
%
|
|||
Domestic
|
4,794
|
|
|
5,175
|
|
|
(381
|
)
|
|
(7
|
)%
|
|||
Total new vehicle units
|
25,131
|
|
|
25,765
|
|
|
(634
|
)
|
|
(2
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
291.1
|
|
|
$
|
294.9
|
|
|
$
|
(3.8
|
)
|
|
(1
|
)%
|
Import
|
402.7
|
|
|
388.2
|
|
|
14.5
|
|
|
4
|
%
|
|||
Domestic
|
163.2
|
|
|
175.5
|
|
|
(12.3
|
)
|
|
(7
|
)%
|
|||
Total new vehicle revenue
|
$
|
857.0
|
|
|
$
|
858.6
|
|
|
$
|
(1.6
|
)
|
|
—
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
18.2
|
|
|
$
|
20.4
|
|
|
$
|
(2.2
|
)
|
|
(11
|
)%
|
Import
|
13.8
|
|
|
17.0
|
|
|
(3.2
|
)
|
|
(19
|
)%
|
|||
Domestic
|
7.6
|
|
|
8.4
|
|
|
(0.8
|
)
|
|
(10
|
)%
|
|||
Total new vehicle gross profit
|
$
|
39.6
|
|
|
$
|
45.8
|
|
|
$
|
(6.2
|
)
|
|
(14
|
)%
|
New vehicle units
|
|
|
|
|
|
|
|
|||||||
Luxury
|
5,504
|
|
|
5,672
|
|
|
(168
|
)
|
|
(3
|
)%
|
|||
Import
|
14,572
|
|
|
14,166
|
|
|
406
|
|
|
3
|
%
|
|||
Domestic
|
4,293
|
|
|
4,770
|
|
|
(477
|
)
|
|
(10
|
)%
|
|||
Total new vehicle units
|
24,369
|
|
|
24,608
|
|
|
(239
|
)
|
|
(1
|
)%
|
|
For the Three Months Ended June 30,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue per new vehicle sold
|
$
|
35,132
|
|
|
$
|
34,815
|
|
|
$
|
317
|
|
|
1
|
%
|
Gross profit per new vehicle sold
|
$
|
1,631
|
|
|
$
|
1,844
|
|
|
$
|
(213
|
)
|
|
(12
|
)%
|
New vehicle gross margin
|
4.6
|
%
|
|
5.3
|
%
|
|
(0.7
|
)%
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Luxury:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
3,307
|
|
|
$
|
3,615
|
|
|
$
|
(308
|
)
|
|
(9
|
)%
|
New vehicle gross margin
|
6.3
|
%
|
|
6.9
|
%
|
|
(0.6
|
)%
|
|
|
||||
Import:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
944
|
|
|
$
|
1,189
|
|
|
$
|
(245
|
)
|
|
(21
|
)%
|
New vehicle gross margin
|
3.4
|
%
|
|
4.3
|
%
|
|
(0.9
|
)%
|
|
|
||||
Domestic:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
1,836
|
|
|
$
|
1,739
|
|
|
$
|
97
|
|
|
6
|
%
|
New vehicle gross margin
|
4.9
|
%
|
|
4.8
|
%
|
|
0.1
|
%
|
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue per new vehicle sold
|
$
|
35,168
|
|
|
$
|
34,891
|
|
|
$
|
277
|
|
|
1
|
%
|
Gross profit per new vehicle sold
|
$
|
1,625
|
|
|
$
|
1,861
|
|
|
$
|
(236
|
)
|
|
(13
|
)%
|
New vehicle gross margin
|
4.6
|
%
|
|
5.3
|
%
|
|
(0.7
|
)%
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Luxury:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
3,307
|
|
|
$
|
3,597
|
|
|
$
|
(290
|
)
|
|
(8
|
)%
|
New vehicle gross margin
|
6.3
|
%
|
|
6.9
|
%
|
|
(0.6
|
)%
|
|
|
||||
Import:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
947
|
|
|
$
|
1,200
|
|
|
$
|
(253
|
)
|
|
(21
|
)%
|
New vehicle gross margin
|
3.4
|
%
|
|
4.4
|
%
|
|
(1.0
|
)%
|
|
|
||||
Domestic:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
1,770
|
|
|
$
|
1,761
|
|
|
$
|
9
|
|
|
1
|
%
|
New vehicle gross margin
|
4.7
|
%
|
|
4.8
|
%
|
|
(0.1
|
)%
|
|
|
|
For the Three Months Ended June 30,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail revenue
|
$
|
430.2
|
|
|
$
|
418.3
|
|
|
$
|
11.9
|
|
|
3
|
%
|
Used vehicle wholesale revenue
|
49.0
|
|
|
51.9
|
|
|
(2.9
|
)
|
|
(6
|
)%
|
|||
Used vehicle revenue
|
$
|
479.2
|
|
|
$
|
470.2
|
|
|
$
|
9.0
|
|
|
2
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail gross profit
|
$
|
32.5
|
|
|
$
|
34.8
|
|
|
$
|
(2.3
|
)
|
|
(7
|
)%
|
Used vehicle wholesale gross profit
|
0.2
|
|
|
(0.6
|
)
|
|
0.8
|
|
|
133
|
%
|
|||
Used vehicle gross profit
|
$
|
32.7
|
|
|
$
|
34.2
|
|
|
$
|
(1.5
|
)
|
|
(4
|
)%
|
Used vehicle retail units:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail units
|
20,263
|
|
|
19,612
|
|
|
651
|
|
|
3
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail revenue
|
$
|
416.4
|
|
|
$
|
396.4
|
|
|
$
|
20.0
|
|
|
5
|
%
|
Used vehicle wholesale revenue
|
47.4
|
|
|
49.7
|
|
|
(2.3
|
)
|
|
(5
|
)%
|
|||
Used vehicle revenue
|
$
|
463.8
|
|
|
$
|
446.1
|
|
|
$
|
17.7
|
|
|
4
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail gross profit
|
$
|
31.1
|
|
|
$
|
33.1
|
|
|
$
|
(2.0
|
)
|
|
(6
|
)%
|
Used vehicle wholesale gross profit
|
0.2
|
|
|
(0.8
|
)
|
|
1.0
|
|
|
125
|
%
|
|||
Used vehicle gross profit
|
$
|
31.3
|
|
|
$
|
32.3
|
|
|
$
|
(1.0
|
)
|
|
(3
|
)%
|
Used vehicle retail units:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail units
|
19,531
|
|
|
18,465
|
|
|
1,066
|
|
|
6
|
%
|
|
For the Three Months Ended June 30,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue per used vehicle retailed
|
$
|
21,231
|
|
|
$
|
21,329
|
|
|
$
|
(98
|
)
|
|
—
|
%
|
Gross profit per used vehicle retailed
|
$
|
1,604
|
|
|
$
|
1,774
|
|
|
$
|
(170
|
)
|
|
(10
|
)%
|
Used vehicle retail gross margin
|
7.6
|
%
|
|
8.3
|
%
|
|
(0.7
|
)%
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue per used vehicle retailed
|
$
|
21,320
|
|
|
$
|
21,468
|
|
|
$
|
(148
|
)
|
|
(1
|
)%
|
Gross profit per used vehicle retailed
|
$
|
1,592
|
|
|
$
|
1,793
|
|
|
$
|
(201
|
)
|
|
(11
|
)%
|
Used vehicle retail gross margin
|
7.5
|
%
|
|
8.4
|
%
|
|
(0.9
|
)%
|
|
|
|
|
For the Three Months Ended June 30,
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(Dollars in millions)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Parts and service revenue
|
$
|
200.8
|
|
|
$
|
195.3
|
|
|
$
|
5.5
|
|
|
3
|
%
|
Parts and service gross profit:
|
|
|
|
|
|
|
|
|||||||
Customer pay
|
69.4
|
|
|
68.2
|
|
|
1.2
|
|
|
2
|
%
|
|||
Warranty
|
20.8
|
|
|
17.3
|
|
|
3.5
|
|
|
20
|
%
|
|||
Wholesale parts
|
5.2
|
|
|
5.1
|
|
|
0.1
|
|
|
2
|
%
|
|||
Parts and service gross profit, excluding reconditioning and preparation
|
$
|
95.4
|
|
|
$
|
90.6
|
|
|
$
|
4.8
|
|
|
5
|
%
|
Parts and service gross margin, excluding reconditioning and preparation
|
47.5
|
%
|
|
46.4
|
%
|
|
1.1
|
%
|
|
|
||||
Reconditioning and preparation
|
$
|
29.1
|
|
|
$
|
30.4
|
|
|
$
|
(1.3
|
)
|
|
(4
|
)%
|
Total parts and service gross profit
|
$
|
124.5
|
|
|
$
|
121.0
|
|
|
$
|
3.5
|
|
|
3
|
%
|
Total parts and service gross margin
|
62.0
|
%
|
|
62.0
|
%
|
|
—
|
%
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Parts and service revenue
|
$
|
197.1
|
|
|
$
|
185.6
|
|
|
$
|
11.5
|
|
|
6
|
%
|
Parts and service gross profit:
|
|
|
|
|
|
|
|
|||||||
Customer pay
|
67.9
|
|
|
65.1
|
|
|
2.8
|
|
|
4
|
%
|
|||
Warranty
|
20.4
|
|
|
16.6
|
|
|
3.8
|
|
|
23
|
%
|
|||
Wholesale parts
|
5.2
|
|
|
4.8
|
|
|
0.4
|
|
|
8
|
%
|
|||
Parts and service gross profit, excluding reconditioning and preparation
|
$
|
93.5
|
|
|
$
|
86.5
|
|
|
$
|
7.0
|
|
|
8
|
%
|
Parts and service gross margin, excluding reconditioning and preparation
|
47.4
|
%
|
|
46.6
|
%
|
|
0.8
|
%
|
|
|
||||
Reconditioning and preparation
|
$
|
28.5
|
|
|
$
|
29.0
|
|
|
$
|
(0.5
|
)
|
|
(2
|
)%
|
Total parts and service gross profit
|
$
|
122.0
|
|
|
$
|
115.5
|
|
|
$
|
6.5
|
|
|
6
|
%
|
Total parts and service gross margin
|
61.9
|
%
|
|
62.2
|
%
|
|
(0.3
|
)%
|
|
|
|
|
For the Three Months Ended June 30,
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Finance and insurance, net
|
$
|
68.9
|
|
|
$
|
64.9
|
|
|
$
|
4.0
|
|
|
6
|
%
|
Finance and insurance, net per vehicle sold
|
$
|
1,518
|
|
|
$
|
1,430
|
|
|
$
|
88
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Finance and insurance, net
|
$
|
66.8
|
|
|
$
|
61.9
|
|
|
$
|
4.9
|
|
|
8
|
%
|
Finance and insurance, net per vehicle sold
|
$
|
1,522
|
|
|
$
|
1,437
|
|
|
$
|
85
|
|
|
6
|
%
|
|
For the Three Months Ended June 30,
|
|
Increase
(Decrease)
|
|
% of Gross
Profit Increase (Decrease)
|
|||||||||||||||
|
2017
|
|
% of Gross
Profit
|
|
2016
|
|
% of Gross
Profit
|
|
||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Personnel costs
|
$
|
86.2
|
|
|
32.3
|
%
|
|
$
|
84.9
|
|
|
31.7
|
%
|
|
$
|
1.3
|
|
|
0.6
|
%
|
Sales compensation
|
28.9
|
|
|
10.8
|
%
|
|
28.1
|
|
|
10.5
|
%
|
|
0.8
|
|
|
0.3
|
%
|
|||
Share-based compensation
|
3.3
|
|
|
1.2
|
%
|
|
2.5
|
|
|
0.9
|
%
|
|
0.8
|
|
|
0.3
|
%
|
|||
Outside services
|
20.4
|
|
|
7.6
|
%
|
|
19.3
|
|
|
7.2
|
%
|
|
1.1
|
|
|
0.4
|
%
|
|||
Advertising
|
8.4
|
|
|
3.1
|
%
|
|
8.8
|
|
|
3.3
|
%
|
|
(0.4
|
)
|
|
(0.2
|
)%
|
|||
Rent
|
6.8
|
|
|
2.5
|
%
|
|
7.6
|
|
|
2.8
|
%
|
|
(0.8
|
)
|
|
(0.3
|
)%
|
|||
Utilities
|
3.9
|
|
|
1.5
|
%
|
|
3.6
|
|
|
1.3
|
%
|
|
0.3
|
|
|
0.2
|
%
|
|||
Insurance
|
4.6
|
|
|
1.7
|
%
|
|
5.5
|
|
|
2.1
|
%
|
|
(0.9
|
)
|
|
(0.4
|
)%
|
|||
Other
|
23.1
|
|
|
8.8
|
%
|
|
22.0
|
|
|
8.3
|
%
|
|
1.1
|
|
|
0.5
|
%
|
|||
Selling, general, and administrative expense
|
$
|
185.6
|
|
|
69.5
|
%
|
|
$
|
182.3
|
|
|
68.1
|
%
|
|
$
|
3.3
|
|
|
1.4
|
%
|
Gross profit
|
$
|
267.1
|
|
|
|
|
$
|
267.6
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Store:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Personnel costs
|
$
|
83.5
|
|
|
32.2
|
%
|
|
$
|
81.0
|
|
|
31.7
|
%
|
|
$
|
2.5
|
|
|
0.5
|
%
|
Sales compensation
|
27.9
|
|
|
10.7
|
%
|
|
26.8
|
|
|
10.5
|
%
|
|
1.1
|
|
|
0.2
|
%
|
|||
Share-based compensation
|
3.3
|
|
|
1.3
|
%
|
|
2.5
|
|
|
1.0
|
%
|
|
0.8
|
|
|
0.3
|
%
|
|||
Outside services
|
20.0
|
|
|
7.7
|
%
|
|
18.2
|
|
|
7.1
|
%
|
|
1.8
|
|
|
0.6
|
%
|
|||
Advertising
|
8.0
|
|
|
3.1
|
%
|
|
7.9
|
|
|
3.1
|
%
|
|
0.1
|
|
|
—
|
%
|
|||
Rent
|
6.8
|
|
|
2.6
|
%
|
|
7.6
|
|
|
3.0
|
%
|
|
(0.8
|
)
|
|
(0.4
|
)%
|
|||
Utilities
|
3.8
|
|
|
1.5
|
%
|
|
3.4
|
|
|
1.3
|
%
|
|
0.4
|
|
|
0.2
|
%
|
|||
Insurance
|
4.5
|
|
|
1.7
|
%
|
|
5.2
|
|
|
2.0
|
%
|
|
(0.7
|
)
|
|
(0.3
|
)%
|
|||
Other
|
22.6
|
|
|
8.7
|
%
|
|
21.4
|
|
|
8.4
|
%
|
|
1.2
|
|
|
0.3
|
%
|
|||
Selling, general, and administrative expense
|
$
|
180.4
|
|
|
69.5
|
%
|
|
$
|
174.0
|
|
|
68.1
|
%
|
|
$
|
6.4
|
|
|
1.4
|
%
|
Gross profit
|
$
|
259.7
|
|
|
|
|
$
|
255.5
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(Dollars in millions, except per share data)
|
|||||||||||||
REVENUE:
|
|
|
|
|
|
|
|
|||||||
New vehicle
|
$
|
1,715.4
|
|
|
$
|
1,735.4
|
|
|
$
|
(20.0
|
)
|
|
(1
|
)%
|
Used vehicle
|
941.0
|
|
|
931.1
|
|
|
9.9
|
|
|
1
|
%
|
|||
Parts and service
|
392.3
|
|
|
384.5
|
|
|
7.8
|
|
|
2
|
%
|
|||
Finance and insurance, net
|
134.8
|
|
|
127.2
|
|
|
7.6
|
|
|
6
|
%
|
|||
TOTAL REVENUE
|
3,183.5
|
|
|
3,178.2
|
|
|
5.3
|
|
|
—
|
%
|
|||
GROSS PROFIT:
|
|
|
|
|
|
|
|
|||||||
New vehicle
|
81.4
|
|
|
92.2
|
|
|
(10.8
|
)
|
|
(12
|
)%
|
|||
Used vehicle
|
66.6
|
|
|
70.0
|
|
|
(3.4
|
)
|
|
(5
|
)%
|
|||
Parts and service
|
244.4
|
|
|
239.0
|
|
|
5.4
|
|
|
2
|
%
|
|||
Finance and insurance, net
|
134.8
|
|
|
127.2
|
|
|
7.6
|
|
|
6
|
%
|
|||
TOTAL GROSS PROFIT
|
527.2
|
|
|
528.4
|
|
|
(1.2
|
)
|
|
—
|
%
|
|||
OPERATING EXPENSES (INCOME):
|
|
|
|
|
|
|
|
|||||||
Selling, general, and administrative
|
366.7
|
|
|
363.5
|
|
|
3.2
|
|
|
1
|
%
|
|||
Depreciation and amortization
|
15.9
|
|
|
15.2
|
|
|
0.7
|
|
|
5
|
%
|
|||
Other operating expenses (income), net
|
0.7
|
|
|
2.7
|
|
|
(2.0
|
)
|
|
(74
|
)%
|
|||
INCOME FROM OPERATIONS
|
143.9
|
|
|
147.0
|
|
|
(3.1
|
)
|
|
(2
|
)%
|
|||
OTHER EXPENSES:
|
|
|
|
|
|
|
|
|||||||
Floor plan interest expense
|
11.3
|
|
|
9.4
|
|
|
1.9
|
|
|
20
|
%
|
|||
Other interest expense, net
|
26.8
|
|
|
26.8
|
|
|
—
|
|
|
—
|
%
|
|||
Swap interest expense
|
1.2
|
|
|
1.6
|
|
|
(0.4
|
)
|
|
(25
|
)%
|
|||
Total other expenses, net
|
39.3
|
|
|
37.8
|
|
|
1.5
|
|
|
4
|
%
|
|||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
104.6
|
|
|
109.2
|
|
|
(4.6
|
)
|
|
(4
|
)%
|
|||
Income tax expense
|
38.7
|
|
|
41.5
|
|
|
(2.8
|
)
|
|
(7
|
)%
|
|||
INCOME FROM CONTINUING OPERATIONS
|
65.9
|
|
|
67.7
|
|
|
(1.8
|
)
|
|
(3
|
)%
|
|||
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
NET INCOME
|
$
|
65.9
|
|
|
$
|
67.7
|
|
|
$
|
(1.8
|
)
|
|
(3
|
)%
|
Income from continuing operations per common share—Diluted
|
$
|
3.12
|
|
|
$
|
2.91
|
|
|
$
|
0.21
|
|
|
7
|
%
|
Net income per common share—Diluted
|
$
|
3.12
|
|
|
$
|
2.91
|
|
|
$
|
0.21
|
|
|
7
|
%
|
|
For the Six Months Ended June 30,
|
||||
|
2017
|
|
2016
|
||
REVENUE MIX PERCENTAGES:
|
|
|
|
||
New vehicle
|
53.9
|
%
|
|
54.6
|
%
|
Used vehicle retail
|
26.6
|
%
|
|
26.2
|
%
|
Used vehicle wholesale
|
3.0
|
%
|
|
3.1
|
%
|
Parts and service
|
12.3
|
%
|
|
12.1
|
%
|
Finance and insurance, net
|
4.2
|
%
|
|
4.0
|
%
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
GROSS PROFIT MIX PERCENTAGES:
|
|
|
|
||
New vehicle
|
15.4
|
%
|
|
17.4
|
%
|
Used vehicle retail
|
12.4
|
%
|
|
13.2
|
%
|
Used vehicle wholesale
|
0.2
|
%
|
|
0.1
|
%
|
Parts and service
|
46.4
|
%
|
|
45.2
|
%
|
Finance and insurance, net
|
25.6
|
%
|
|
24.1
|
%
|
Total gross profit
|
100.0
|
%
|
|
100.0
|
%
|
GROSS PROFIT MARGIN
|
16.6
|
%
|
|
16.6
|
%
|
SG&A EXPENSES AS A PERCENTAGE OF GROSS PROFIT
|
69.6
|
%
|
|
68.8
|
%
|
|
For the Six Months Ended June 30,
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
564.0
|
|
|
$
|
591.5
|
|
|
$
|
(27.5
|
)
|
|
(5
|
)%
|
Import
|
791.6
|
|
|
778.8
|
|
|
12.8
|
|
|
2
|
%
|
|||
Domestic
|
359.8
|
|
|
365.1
|
|
|
(5.3
|
)
|
|
(1
|
)%
|
|||
Total new vehicle revenue
|
$
|
1,715.4
|
|
|
$
|
1,735.4
|
|
|
$
|
(20.0
|
)
|
|
(1
|
)%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
36.3
|
|
|
$
|
40.6
|
|
|
$
|
(4.3
|
)
|
|
(11
|
)%
|
Import
|
28.3
|
|
|
34.6
|
|
|
(6.3
|
)
|
|
(18
|
)%
|
|||
Domestic
|
16.8
|
|
|
17.0
|
|
|
(0.2
|
)
|
|
(1
|
)%
|
|||
Total new vehicle gross profit
|
$
|
81.4
|
|
|
$
|
92.2
|
|
|
$
|
(10.8
|
)
|
|
(12
|
)%
|
New vehicle units:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
10,618
|
|
|
11,408
|
|
|
(790
|
)
|
|
(7
|
)%
|
|||
Import
|
28,507
|
|
|
28,292
|
|
|
215
|
|
|
1
|
%
|
|||
Domestic
|
9,472
|
|
|
10,094
|
|
|
(622
|
)
|
|
(6
|
)%
|
|||
Total new vehicle units
|
48,597
|
|
|
49,794
|
|
|
(1,197
|
)
|
|
(2
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
564.0
|
|
|
$
|
579.6
|
|
|
$
|
(15.6
|
)
|
|
(3
|
)%
|
Import
|
780.1
|
|
|
743.9
|
|
|
36.2
|
|
|
5
|
%
|
|||
Domestic
|
328.1
|
|
|
340.5
|
|
|
(12.4
|
)
|
|
(4
|
)%
|
|||
Total new vehicle revenue
|
$
|
1,672.2
|
|
|
$
|
1,664.0
|
|
|
$
|
8.2
|
|
|
—
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
36.3
|
|
|
$
|
39.7
|
|
|
$
|
(3.4
|
)
|
|
(9
|
)%
|
Import
|
28.0
|
|
|
33.4
|
|
|
(5.4
|
)
|
|
(16
|
)%
|
|||
Domestic
|
14.7
|
|
|
15.9
|
|
|
(1.2
|
)
|
|
(8
|
)%
|
|||
Total new vehicle gross profit
|
$
|
79.0
|
|
|
$
|
89.0
|
|
|
$
|
(10.0
|
)
|
|
(11
|
)%
|
New vehicle units:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
10,618
|
|
|
11,189
|
|
|
(571
|
)
|
|
(5
|
)%
|
|||
Import
|
28,138
|
|
|
27,080
|
|
|
1,058
|
|
|
4
|
%
|
|||
Domestic
|
8,574
|
|
|
9,357
|
|
|
(783
|
)
|
|
(8
|
)%
|
|||
Total new vehicle units
|
47,330
|
|
|
47,626
|
|
|
(296
|
)
|
|
(1
|
)%
|
|
For the Six Months Ended June 30,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue per new vehicle sold
|
$
|
35,298
|
|
|
$
|
34,852
|
|
|
$
|
446
|
|
|
1
|
%
|
Gross profit per new vehicle sold
|
$
|
1,675
|
|
|
$
|
1,852
|
|
|
$
|
(177
|
)
|
|
(10
|
)%
|
New vehicle gross margin
|
4.7
|
%
|
|
5.3
|
%
|
|
(0.6
|
)%
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Luxury:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
3,419
|
|
|
$
|
3,559
|
|
|
$
|
(140
|
)
|
|
(4
|
)%
|
New vehicle gross margin
|
6.4
|
%
|
|
6.9
|
%
|
|
(0.5
|
)%
|
|
|
||||
Import:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
993
|
|
|
$
|
1,223
|
|
|
$
|
(230
|
)
|
|
(19
|
)%
|
New vehicle gross margin
|
3.6
|
%
|
|
4.4
|
%
|
|
(0.8
|
)%
|
|
|
||||
Domestic:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
1,774
|
|
|
$
|
1,684
|
|
|
$
|
90
|
|
|
5
|
%
|
New vehicle gross margin
|
4.7
|
%
|
|
4.7
|
%
|
|
—
|
%
|
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue per new vehicle sold
|
$
|
35,331
|
|
|
$
|
34,939
|
|
|
$
|
392
|
|
|
1
|
%
|
Gross profit per new vehicle sold
|
$
|
1,669
|
|
|
$
|
1,869
|
|
|
$
|
(200
|
)
|
|
(11
|
)%
|
New vehicle gross margin
|
4.7
|
%
|
|
5.3
|
%
|
|
(0.6
|
)%
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Luxury:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
3,419
|
|
|
$
|
3,548
|
|
|
$
|
(129
|
)
|
|
(4
|
)%
|
New vehicle gross margin
|
6.4
|
%
|
|
6.8
|
%
|
|
(0.4
|
)%
|
|
|
||||
Import:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
995
|
|
|
$
|
1,233
|
|
|
$
|
(238
|
)
|
|
(19
|
)%
|
New vehicle gross margin
|
3.6
|
%
|
|
4.5
|
%
|
|
(0.9
|
)%
|
|
|
||||
Domestic:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
1,714
|
|
|
$
|
1,699
|
|
|
$
|
15
|
|
|
1
|
%
|
New vehicle gross margin
|
4.5
|
%
|
|
4.7
|
%
|
|
(0.2
|
)%
|
|
|
|
For the Six Months Ended June 30,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail revenue
|
$
|
845.6
|
|
|
$
|
831.4
|
|
|
$
|
14.2
|
|
|
2
|
%
|
Used vehicle wholesale revenue
|
95.4
|
|
|
99.7
|
|
|
(4.3
|
)
|
|
(4
|
)%
|
|||
Used vehicle revenue
|
$
|
941.0
|
|
|
$
|
931.1
|
|
|
$
|
9.9
|
|
|
1
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail gross profit
|
$
|
65.5
|
|
|
$
|
69.5
|
|
|
$
|
(4.0
|
)
|
|
(6
|
)%
|
Used vehicle wholesale gross profit
|
1.1
|
|
|
0.5
|
|
|
0.6
|
|
|
(120
|
)%
|
|||
Used vehicle gross profit
|
$
|
66.6
|
|
|
$
|
70.0
|
|
|
$
|
(3.4
|
)
|
|
(5
|
)%
|
Used vehicle retail units:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail units
|
40,330
|
|
|
39,348
|
|
|
982
|
|
|
2
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail revenue
|
$
|
822.3
|
|
|
$
|
785.9
|
|
|
$
|
36.4
|
|
|
5
|
%
|
Used vehicle wholesale revenue
|
92.3
|
|
|
95.5
|
|
|
(3.2
|
)
|
|
(3
|
)%
|
|||
Used vehicle revenue
|
$
|
914.6
|
|
|
$
|
881.4
|
|
|
$
|
33.2
|
|
|
4
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail gross profit
|
$
|
63.0
|
|
|
$
|
65.6
|
|
|
$
|
(2.6
|
)
|
|
(4
|
)%
|
Used vehicle wholesale gross profit
|
1.1
|
|
|
0.5
|
|
|
0.6
|
|
|
120
|
%
|
|||
Used vehicle gross profit
|
$
|
64.1
|
|
|
$
|
66.1
|
|
|
$
|
(2.0
|
)
|
|
(3
|
)%
|
Used vehicle retail units:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail units
|
39,086
|
|
|
36,912
|
|
|
2,174
|
|
|
6
|
%
|
|
For the Six Months Ended June 30,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue per used vehicle retailed
|
$
|
20,967
|
|
|
$
|
21,129
|
|
|
$
|
(162
|
)
|
|
(1
|
)%
|
Gross profit per used vehicle retailed
|
$
|
1,624
|
|
|
$
|
1,766
|
|
|
$
|
(142
|
)
|
|
(8
|
)%
|
Used vehicle retail gross margin
|
7.7
|
%
|
|
8.4
|
%
|
|
(0.7
|
)%
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue per used vehicle retailed
|
$
|
21,038
|
|
|
$
|
21,291
|
|
|
$
|
(253
|
)
|
|
(1
|
)%
|
Gross profit per used vehicle retailed
|
$
|
1,612
|
|
|
$
|
1,777
|
|
|
$
|
(165
|
)
|
|
(9
|
)%
|
Used vehicle retail gross margin
|
7.7
|
%
|
|
8.3
|
%
|
|
(0.6
|
)%
|
|
|
|
|
For the Six Months Ended June 30,
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(Dollars in millions)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Parts and service revenue
|
$
|
392.3
|
|
|
$
|
384.5
|
|
|
$
|
7.8
|
|
|
2
|
%
|
Parts and service gross profit:
|
|
|
|
|
|
|
|
|||||||
Customer pay
|
135.7
|
|
|
134.4
|
|
|
1.3
|
|
|
1
|
%
|
|||
Warranty
|
41.0
|
|
|
34.5
|
|
|
6.5
|
|
|
19
|
%
|
|||
Wholesale parts
|
10.5
|
|
|
10.5
|
|
|
—
|
|
|
—
|
%
|
|||
Parts and service gross profit, excluding reconditioning and preparation
|
$
|
187.2
|
|
|
$
|
179.4
|
|
|
$
|
7.8
|
|
|
4
|
%
|
Parts and service gross margin, excluding reconditioning and preparation
|
47.7
|
%
|
|
46.7
|
%
|
|
1.0
|
%
|
|
|
|
|||
Reconditioning and preparation
|
$
|
57.2
|
|
|
$
|
59.6
|
|
|
$
|
(2.4
|
)
|
|
(4
|
)%
|
Total parts and service gross profit
|
$
|
244.4
|
|
|
$
|
239.0
|
|
|
$
|
5.4
|
|
|
2
|
%
|
Total parts and service gross margin
|
62.3
|
%
|
|
62.2
|
%
|
|
0.1
|
%
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Parts and service revenue
|
$
|
386.1
|
|
|
$
|
364.8
|
|
|
$
|
21.3
|
|
|
6
|
%
|
Parts and service gross profit:
|
|
|
|
|
|
|
|
|||||||
Customer pay
|
133.2
|
|
|
128.2
|
|
|
5.0
|
|
|
4
|
%
|
|||
Warranty
|
40.5
|
|
|
33.1
|
|
|
7.4
|
|
|
22
|
%
|
|||
Wholesale parts
|
10.4
|
|
|
9.8
|
|
|
0.6
|
|
|
6
|
%
|
|||
Parts and service gross profit, excluding reconditioning and preparation
|
$
|
184.1
|
|
|
$
|
171.1
|
|
|
$
|
13.0
|
|
|
8
|
%
|
Parts and service gross margin, excluding reconditioning and preparation
|
47.7
|
%
|
|
46.9
|
%
|
|
0.8
|
%
|
|
|
|
|||
Reconditioning and preparation
|
$
|
56.1
|
|
|
$
|
56.8
|
|
|
$
|
(0.7
|
)
|
|
(1
|
)%
|
Total parts and service gross profit
|
$
|
240.2
|
|
|
$
|
227.9
|
|
|
$
|
12.3
|
|
|
5
|
%
|
Total parts and service gross margin
|
62.2
|
%
|
|
62.5
|
%
|
|
(0.3
|
)%
|
|
|
|
|
For the Six Months Ended June 30,
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Finance and insurance, net
|
$
|
134.8
|
|
|
$
|
127.2
|
|
|
$
|
7.6
|
|
|
6
|
%
|
Finance and insurance, net per vehicle sold
|
$
|
1,516
|
|
|
$
|
1,427
|
|
|
$
|
89
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Finance and insurance, net
|
$
|
131.4
|
|
|
$
|
121.1
|
|
|
$
|
10.3
|
|
|
9
|
%
|
Finance and insurance, net per vehicle sold
|
$
|
1,521
|
|
|
$
|
1,432
|
|
|
$
|
89
|
|
|
6
|
%
|
|
For the Six Months Ended June 30,
|
|
Increase
(Decrease)
|
|
% of Gross
Profit Increase (Decrease)
|
|||||||||||||||
|
2017
|
|
% of Gross
Profit
|
|
2016
|
|
% of Gross
Profit
|
|
||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Personnel costs
|
$
|
173.6
|
|
|
32.9
|
%
|
|
$
|
170.7
|
|
|
32.3
|
%
|
|
$
|
2.9
|
|
|
0.6
|
%
|
Sales compensation
|
56.0
|
|
|
10.6
|
%
|
|
55.2
|
|
|
10.4
|
%
|
|
0.8
|
|
|
0.2
|
%
|
|||
Share-based compensation
|
6.4
|
|
|
1.2
|
%
|
|
6.1
|
|
|
1.2
|
%
|
|
0.3
|
|
|
—
|
%
|
|||
Outside services
|
40.8
|
|
|
7.7
|
%
|
|
38.0
|
|
|
7.2
|
%
|
|
2.8
|
|
|
0.5
|
%
|
|||
Advertising
|
16.0
|
|
|
3.0
|
%
|
|
16.9
|
|
|
3.2
|
%
|
|
(0.9
|
)
|
|
(0.2
|
)%
|
|||
Rent
|
13.7
|
|
|
2.6
|
%
|
|
15.4
|
|
|
2.9
|
%
|
|
(1.7
|
)
|
|
(0.3
|
)%
|
|||
Utilities
|
7.7
|
|
|
1.5
|
%
|
|
7.4
|
|
|
1.4
|
%
|
|
0.3
|
|
|
0.1
|
%
|
|||
Insurance
|
6.9
|
|
|
1.3
|
%
|
|
9.6
|
|
|
1.8
|
%
|
|
(2.7
|
)
|
|
(0.5
|
)%
|
|||
Other
|
45.6
|
|
|
8.8
|
%
|
|
44.2
|
|
|
8.4
|
%
|
|
1.4
|
|
|
0.4
|
%
|
|||
Selling, general, and administrative expense
|
$
|
366.7
|
|
|
69.6
|
%
|
|
$
|
363.5
|
|
|
68.8
|
%
|
|
$
|
3.2
|
|
|
0.8
|
%
|
Gross profit
|
$
|
527.2
|
|
|
|
|
$
|
528.4
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Store:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Personnel costs
|
$
|
168.9
|
|
|
32.8
|
%
|
|
$
|
162.6
|
|
|
32.3
|
%
|
|
$
|
6.3
|
|
|
0.5
|
%
|
Sales compensation
|
54.4
|
|
|
10.6
|
%
|
|
52.4
|
|
|
10.4
|
%
|
|
2.0
|
|
|
0.2
|
%
|
|||
Share-based compensation
|
6.4
|
|
|
1.2
|
%
|
|
6.1
|
|
|
1.2
|
%
|
|
0.3
|
|
|
—
|
%
|
|||
Outside services
|
39.9
|
|
|
7.8
|
%
|
|
35.9
|
|
|
7.1
|
%
|
|
4.0
|
|
|
0.7
|
%
|
|||
Advertising
|
15.5
|
|
|
3.0
|
%
|
|
15.2
|
|
|
3.0
|
%
|
|
0.3
|
|
|
—
|
%
|
|||
Rent
|
13.7
|
|
|
2.7
|
%
|
|
15.4
|
|
|
3.1
|
%
|
|
(1.7
|
)
|
|
(0.4
|
)%
|
|||
Utilities
|
7.4
|
|
|
1.4
|
%
|
|
7.0
|
|
|
1.4
|
%
|
|
0.4
|
|
|
—
|
%
|
|||
Insurance
|
6.7
|
|
|
1.3
|
%
|
|
9.2
|
|
|
1.8
|
%
|
|
(2.5
|
)
|
|
(0.5
|
)%
|
|||
Other
|
$
|
44.8
|
|
|
8.7
|
%
|
|
$
|
42.4
|
|
|
8.4
|
%
|
|
2.4
|
|
|
0.3
|
%
|
|
Selling, general, and administrative expense
|
$
|
357.7
|
|
|
69.5
|
%
|
|
$
|
346.2
|
|
|
68.7
|
%
|
|
$
|
11.5
|
|
|
0.8
|
%
|
Gross profit
|
$
|
514.7
|
|
|
|
|
$
|
504.1
|
|
|
|
|
|
|
|
•
|
2016 Senior Credit Facility
—
On July 25, 2016, the Company and certain of its subsidiaries entered into an amended and restated senior secured credit agreement with Bank of America, as administrative agent, and the other lenders party thereto.
|
•
|
Manufacturer affiliated new vehicle floor plan and other financing facilities
—
We have a floor plan facility with the Ford Motor Credit Company ("Ford Credit") to purchase new Ford and Lincoln vehicle inventory, which matures on December 5, 2019. During August 2016, we established a floor plan offset account with Ford Credit, which operates in a similar manner to our floor plan offset account with Bank of America. As of
June 30, 2017
, we had
$129.4 million
, net of
$13.7 million
in our floor plan offset account, outstanding under our floor plan facility. Additionally, we had $87.7 million outstanding under facilities with certain manufacturers for the financing of loaner vehicles, which were presented within Accounts Payable and Accrued Liabilities in our Condensed Consolidated Balance Sheets. Neither our floor plan facility with Ford Credit nor our facilities for loaner vehicles have stated borrowing limitations.
|
•
|
6.0% Senior Subordinated Notes due 2024
—
as of
June 30, 2017
we had $600.0 million in aggregate principal amount outstanding related to our 6.0% Notes. We are required to pay interest on the 6.0% Notes on June 15 and December 15 of each year until maturity on December 15, 2024.
|
•
|
Mortgage notes
—
as of
June 30, 2017
, we had
$179.4 million
of mortgage note obligations. These obligations are collateralized by the associated real estate at our dealership locations.
|
•
|
Restated Master Loan Agreement
—
provides for term loans to certain of our subsidiaries (the "Restated Master Loan Agreement"). Borrowings under the Restated Master Loan Agreement are guaranteed by us and are collateralized by the real property financed under the Restated Master Loan Agreement. As of
June 30, 2017
, the outstanding balance under the Restated Master Loan Agreement was
$91.1 million
. There is no further borrowing availability under this facility.
|
•
|
Real Estate Credit Agreement
—
a real estate term loan credit agreement with borrowings collateralized by first priority liens, subject to certain permitted exceptions, on all of the real property financed thereunder (the "Real Estate Credit Agreement"). As of
June 30, 2017
, we had
$49.9 million
of mortgage note obligations outstanding under the Real Estate Credit Agreement. There is no further borrowing availability under this agreement.
|
|
For the Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Reconciliation of Cash provided by operating activities to Cash provided by operating activities, as adjusted
|
|
|
|
||||
Cash provided by operating activities, as reported
|
$
|
118.3
|
|
|
$
|
69.8
|
|
New vehicle floor plan (repayments) borrowings
—
non-trade, net
|
(10.3
|
)
|
|
153.9
|
|
||
Cash provided by operating activities, as adjusted
|
$
|
108.0
|
|
|
$
|
223.7
|
|
•
|
$84.1 million related to a increase in inventory, net of floor plan notes payable
|
•
|
$34.3 million related to the change in other current and non-current assets and liabilities;
|
•
|
$25.5 million related to a decrease in accounts payable and accrued liabilities
|
•
|
$4.7 million related to the non-cash adjustments to net income.
|
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 Programs (in millions)
|
||||||
04/01/2017 - 04/30/2017
|
|
94,500
|
|
|
$
|
58.09
|
|
|
94,500
|
|
|
$
|
67.9
|
|
05/01/2017 - 05/31/2017
|
|
36,800
|
|
|
$
|
56.57
|
|
|
36,800
|
|
|
$
|
65.8
|
|
06/01/2017 - 06/30/2017
|
|
133,062
|
|
|
$
|
55.52
|
|
|
133,062
|
|
|
$
|
58.4
|
|
|
Asbury Automotive Group, Inc.
|
||
|
|
|
|
Date: July 26, 2017
|
By:
|
|
/s/ Craig T. Monaghan
|
|
Name:
|
|
Craig T. Monaghan
|
|
Title:
|
|
Chief Executive Officer and President
|
|
Asbury Automotive Group, Inc.
|
||
|
|
|
|
Date: July 26, 2017
|
By:
|
|
/s/ Sean D. Goodman
|
|
Name:
|
|
Sean D. Goodman
|
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|
1.
|
Severance Pay Arrangement
|
2.
|
Termination Triggering Severance Pay
|
3.
|
Confidential Information and Nondisclosure Provision
|
4.
|
Non-Solicitation/Non-Hire of Employees
|
5.
|
Covenant Not to Compete
|
6.
|
Construction/Enforcement of Post-Employment Covenants
|
7.
|
Violation of Post-Employment Covenants
|
A.
|
Employment is At Will
|
B.
|
Execution of Release
|
C.
|
Alternative Dispute Resolution
|
D.
|
Non-Disparagement
|
E.
|
Other Provisions
|
EXECUTIVE:
|
|
ASBURY AUTOMOTIVE GROUP, INC.
|
||||
|
|
|
|
|
|
|
By:
|
|
/s/ Sean Goodman
|
|
By:
|
|
/s/ Craig T. Monaghan
|
Name:
|
|
Sean Goodman
|
|
Name:
|
|
Craig T. Monaghan
|
Title:
|
|
SVP & CFO
|
|
Title:
|
|
Chief Executive Officer and President
|
Corporate Headquarters
|
|
11130 Alpharetta Highway
|
2905 Premiere Parkway
|
|
Roswell, GA 30076
|
Duluth, GA 30097
|
|
|
11505 Alpharetta Highway
|
|
7969 Mall Parkway
|
Roswell, GA 30076
|
|
Lithonia, GA 30038
|
|
|
|
10995 Westside Parkway
|
|
1550 Mansell Road
|
Alpharetta, GA 30009
|
|
Alpharetta, GA 30009
|
|
|
|
1355 Cobb Parkway South
|
|
1310 Buford Highway
|
Marietta, GA 30060-6542
|
|
Cumming, GA 30041
|
|
|
|
1606 Church Street
|
|
5400 South U.S. Highway 1
|
Decatur, GA 30033
|
|
Ft. Pierce, FL 34982-7370
|
|
|
|
7555 Roswell Road
|
|
4429 US 1 South
|
Atlanta, GA 30350
|
|
Ft. Pierce, FL 33954
|
|
|
|
4197 Jonesboro Road
|
|
7245 Blanding Boulevard
|
Union City, GA 30291
|
|
Jacksonville, FL 32244
|
|
|
|
7909 Mall Parkway
|
|
10880 Philips Highway
|
Lithonia, GA 30038
|
|
Jacksonville, FL 32256
|
|
|
|
2550 The Nalley Way
|
|
2655 North Volusia Avenue
|
Atlanta, GA 30360
|
|
Orange City, FL 32763-2214
|
|
|
|
2020 Cobb Parkway
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2677 North Volusia Avenue
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Marietta, GA 30080
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Orange City, FL 32763-2214
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7849 Mall Parkway
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2308 S. Woodland Boulevard
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Lithonia, GA 30038
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Deland, FL 32720
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2750 S. Cobb Parkway
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9650 Atlantic Boulevard
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Smyrna, GA 30080
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Jacksonville, FL 32225
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980 Mansell Road
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11003 Atlantic Boulevard
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Roswell, GA 30076
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Jacksonville, FL 32225
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2551 The Nalley Way
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4450 US 1 South
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Atlanta, GA 30360
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Ft. Pierce, FL 34982
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11051 South Orange Blossom Trail
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256 Swain Street
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Orlando, FL 32837
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Fayetteville, NC 28303
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2925 US 1 South
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3908 West Wendover Avenue
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St Augustine, FL 32086
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Greensboro, NC 27407
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10600 Atlantic Boulevard
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3902 West Wendover Avenue
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Jacksonville, FL 32225
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Greensboro, NC 27407
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10859 Philips Highway
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3710 West Wendover Avenue
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Jacksonville, FL 32256
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Greensboro, NC 27407
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11340 Philips Highway
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3633 West Wendover Avenue
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Jacksonville, FL 32256
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Greensboro, NC 27407
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31200 US Highway 19 North
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3900 West Wendover Avenue
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Palm Harbor, FL 34684
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Greensboro, NC 27407
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4500 US 1 South
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3604 West Wendover Avenue
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Ft. Pierce, FL 34982
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Greensboro, NC 27407
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6060 I-55 North Frontage Road
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8704West Broad Street
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Jackson, MS 39211
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Richmond, VA 23294
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201 Octavia Street
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8712 West Broad Street
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Brandon, MS 39042
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Richmond, VA 23294
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108 Gray-Daniels Boulevard
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8710 West Broad Street
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Brandon, MS 39042
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Richmond, VA 23294
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6080 I-55 North Frontage Road
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12100 Midlothian Turnpike
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Jackson, MS 39211
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Midlothian, VA 23113
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104 Gray-Daniels Boulevard
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2712 Laurens Road
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Brandon, MS 39042
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Greenville, SC 29607
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1295 Richmond Avenue
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2660 Laurens Road
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Charlottesville, VA 22911
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Greenville, SC 29607
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1001 Southpoint Auto Park Boulevard
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2668 Laurens Road
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Durham, NC 27713
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Greenville, SC 29607
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436 North McPherson Church Road
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2700 Laurens Road
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Fayetteville, NC 28303
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Greenville, SC 29607
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2686 Laurens Road
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4400 West Hillsborough Avenue
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Greenville, SC 29607
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Tampa, FL 33614
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11654 Olive Boulevard
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4051 West Plano Parkway
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Creve Coeur, MO 63141
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Plano, TX 75093
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755 North New Ballas
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13553 US Highway 183 North
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Creve Coeur, MO 63141
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Austin, TX 78750
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777 Decker Lane
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300 West Loop 820 South
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Creve Coeur, MO 63141
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Fort Worth, TX 76108
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11910 Olive Boulevard
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1601 North Dallas Parkway
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Creve Coeur, MO 63141
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(7200 State Highway 121)
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Frisco, TX 75034
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11830 Olive Boulevard
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Creve Coeur, MO 63141
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3700 West Airport Freeway
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Irving, TX 75062
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951 Technology Drive
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O'Fallon, Mo 63368
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11911 Gulf Freeway
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Houston, TX 77034
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11830 Olive Boulevard
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Creve Coeur, MO 63141
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3333 West Plano Parkway
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Plano, TX 75075
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9207 Adamo Drive
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Tampa, FL 33619
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1207 East Brandon Boulevard
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Brandon, FL 33511
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3810 West Hillsborough Avenue
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Tampa, FL 33614
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2320 Colonial Boulevard
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Ft. Myers, FL 33966
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9205 Adamo Drive
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Tampa, FL 33619
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3102 US Highway 19
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Holiday, FL 34691
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3800 West Hillsborough Avenue
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Tampa, FL 33614
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6601 West Hillsborough Avenue
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Tampa, FL 33634
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9210 Adamo Drive
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Tampa, FL 33619
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2001 Stony Creek Road
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Noblesville, IN 46060
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4600 North Dale Mabry Highway
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Tampa, FL 33614
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3477 East Conner Street
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Noblesville, IN 46060
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4400 North Dale Mabry Highway
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Tampa, FL 33614
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1.
|
I have reviewed this quarterly report on Form 10-Q 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;
|
(c)
|
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
|
(d)
|
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;
|
5.
|
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
|
(b)
|
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.
|
/s/ Craig T. Monaghan
|
|
Craig T. Monaghan
Chief Executive Officer
July 26, 2017
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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;
|
(c)
|
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
|
(d)
|
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;
|
5.
|
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.
|
/s/ Sean D. Goodman
|
|
Sean D. Goodman
Chief Financial Officer July 26, 2017 |
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Craig T. Monaghan
|
|
Craig T. Monaghan
Chief Executive Officer
July 26, 2017
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Sean D. Goodman
|
|
Sean D. Goodman
Chief Financial Officer
July 26, 2017
|
|