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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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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,
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Suite 300
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Duluth,
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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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Trading
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Title of each class
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Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.01 par value per share
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ABG
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New York Stock Exchange
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Large Accelerated Filer
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☒
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☐
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Smaller Reporting Company
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☐
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Emerging Growth Company
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☐
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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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the expected financial and operational performance of Park Place (as defined below);
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•
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our estimated future capital expenditures, including with respect to the operations of Park Place following the consummation of the Acquisition (as defined below);
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sales fluctuations to and changes in our relationships with key customers, including the customers of Park Place following the consummation of the Acquisition;
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the seasonally adjusted annual rate of new vehicle sales in the United States;
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general economic conditions and its expected impact on our revenue and expenses;
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our expected parts and service revenue due to, among other things, improvements in vehicle technology;
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•
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our ability to limit our exposure to regional economic downturns due to our geographic diversity and brand mix;
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•
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manufacturers' continued use of incentive programs to drive demand for their product offerings;
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•
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our capital allocation strategy, including as it relates to acquisitions and divestitures, stock repurchases, dividends and capital expenditures; and
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•
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the growth of the brands that comprise our portfolio over the long-term and other factors.
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the occurrence of any event, change or other circumstance that could give rise to the termination of the Asset Purchase Agreement (as defined below), including the risk that the necessary manufacturer approvals may not be obtained;
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the ability to consummate the Acquisition and the other transactions on the terms or timeline currently contemplated or at all, successfully integrate the operations of Park Place into our existing operations and the diversion of management's attention from ongoing business and regular business responsibilities to effect such integration;
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the effects of increased expenses or unanticipated liabilities incurred as a result of, or due to activities related to, the Acquisition;
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disruption from the Acquisition, making it more difficult to maintain relationships with customers or suppliers of Park Place;
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changes in general economic and business conditions, including changes in employment levels, consumer demand, preferences and confidence levels, the availability and cost of credit in a rising interest rate environment, fuel prices, levels of discretionary personal income and interest rates;
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our ability to execute our balanced automotive retailing and service business strategy;
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our ability to attract and retain skilled employees;
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adverse conditions affecting the vehicle manufacturers whose brands we sell, and their ability to design, manufacture, deliver and market their vehicles successfully;
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changes in the mix and total number of vehicles we are able to sell;
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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;
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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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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;
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the availability of manufacturer incentive programs and our ability to earn these incentives;
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failure of our management information systems or any security breaches;
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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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changes in, or the imposition of, new tariffs or trade restrictions on imported vehicles or parts;
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adverse results from litigation or other similar proceedings involving us;
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our ability to generate sufficient cash flows, maintain our liquidity and obtain any necessary additional funds for working capital, capital expenditures, acquisitions, stock repurchases, debt maturity payments and other corporate purposes, if necessary or desirable;
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our ability to consummate planned mergers, acquisitions and dispositions;
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any disruptions in the financial markets, which may impact our ability to access capital;
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our relationships with, and the financial stability of, our lenders and lessors;
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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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our ability to execute our initiatives and other strategies;
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•
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our ability to leverage gains from our dealership portfolio; and
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in addition to the Acquisition, our ability to successfully integrate businesses we may acquire, or that any business we acquire may not perform as we expected at the time we acquired it.
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the respective charters of our audit committee, governance and nominating committee, compensation and human resources committee, and capital allocation and risk management committee;
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our criteria for independence of the members of our board of directors, audit committee, and compensation and human resources committee;
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our Corporate Governance Guidelines; and
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our Code of Business Conduct and Ethics for Directors, Officers, and Employees.
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•
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ten luxury dealerships, including one dealership scheduled to open in the first quarter of 2020;
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•
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an auto auction business for wholesaling used cars; and
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•
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a subscription service platform that offers customers access to a range of luxury vehicles for a monthly fee.
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Dealership Group
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Market
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Franchise Brand Name
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Coggin Automotive Group
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Fort Pierce, FL
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Acura, BMW, Honda, Mercedes-Benz
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Jacksonville, FL
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Buick, Chevrolet, Ford, GMC, Honda(a), Nissan(a), Toyota
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Orlando, FL
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Ford, Honda(a), Hyundai, Lincoln
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Courtesy Autogroup
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Tampa, FL
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Chrysler, Dodge, Genesis, Honda, Hyundai, Infiniti, Jeep, Kia, Mercedes-Benz, Nissan, smart(c), Sprinter, Toyota
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Crown Automotive Company
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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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Greensboro, NC
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Acura, BMW, Chrysler, Dodge, Honda, Jeep, Nissan, Volvo
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Greenville, SC
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Jaguar, Land Rover, Lexus, Nissan, Porsche, Toyota, Volvo
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Charlottesville, VA
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BMW
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Richmond, VA
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Acura, BMW(a), MINI
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David McDavid Auto Group
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Austin, TX
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Acura
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Dallas/Fort Worth, TX
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Acura, Ford, Honda(a), Lincoln
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Bill Estes & Hare Automotive Group
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Indianapolis, IN
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Buick, Chevrolet(b), Chrysler, Dodge, Ford, GMC, Honda, Isuzu, Jeep, Toyota
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Gray-Daniels Auto Family
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Jackson, MS
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Chevrolet, Ford, Lincoln, Nissan(a), Toyota
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Mike Shaw Subaru
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Denver, CO
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Subaru
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Nalley Automotive Group
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Atlanta, GA
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Acura, Audi, Bentley, BMW, Chevrolet, Ford, Honda, Hyundai, Infiniti(a), Kia, Lexus(a), Nissan(a), Toyota(b), Volkswagen
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Plaza Motor Company
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St. Louis, MO
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Audi, BMW, Infiniti, Jaguar, Land Rover, Lexus, Mercedes-Benz(a), smart(c), 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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This market has three of these franchises.
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(c)
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Parts and service operations only.
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Class/Franchise
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Number of
Franchises Owned |
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% of New
Vehicle Revenues |
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Luxury
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Mercedes-Benz
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4
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7
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%
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Lexus
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4
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7
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BMW
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7
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6
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Acura
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6
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4
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Infiniti
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4
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3
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Audi
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2
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3
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Lincoln
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3
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1
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Volvo
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2
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1
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Land Rover
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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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Genesis
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1
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*
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Porsche
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1
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*
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Bentley
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1
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*
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Other (a)
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1
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Total Luxury
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39
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34
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%
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Import
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Honda
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12
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18
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%
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Toyota
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8
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13
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Nissan
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9
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8
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Kia
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2
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2
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Hyundai
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3
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2
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Volkswagen
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1
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1
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Subaru
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1
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*
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MINI
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1
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*
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smart (b)
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—
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*
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Isuzu
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1
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*
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Sprinter
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3
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*
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Other (c)
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1
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Total Import
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41
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45
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%
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Domestic
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Ford
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7
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9
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%
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Chevrolet
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6
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6
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Dodge
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4
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3
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Jeep
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3
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2
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GMC
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2
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1
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Chrysler
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3
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*
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Buick
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2
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*
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Total Domestic
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27
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21
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%
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Total Franchises
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107
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100
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%
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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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•
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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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•
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Prepaid maintenance – covers certain routine maintenance work, such as oil changes, cleaning and adjusting of brakes, multi-point vehicle inspections, and 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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•
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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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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 ownership or management of the dealership without manufacturer consent;
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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 without manufacturer consent;
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•
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failure to complete facility upgrades required by the manufacturer or agreed to by the dealer;
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•
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failure to maintain any license, permits or authorization required to conduct the dealership's business;
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•
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conviction of a dealer/manager or owner for certain crimes; 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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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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Manufacturer (Vehicle Brands):
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% of Total
New Vehicle
Revenues
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American Honda Motor Co., Inc. (Honda and Acura)
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22
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%
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Toyota Motor Sales, U.S.A., Inc. (Toyota and Lexus)
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20
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%
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Nissan North America, Inc. (Nissan and Infiniti)
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11
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%
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Ford Motor Company (Ford and Lincoln)
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10
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%
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Mercedes-Benz USA, LLC (Mercedes-Benz, smart and Sprinter)
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7
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%
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BMW of North America, LLC (BMW and Mini)
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6
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%
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•
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integrating the operations of Park Place while carrying on the ongoing operations of our business;
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•
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managing a significantly larger company than before consummation of the Acquisition;
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•
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the possibility of faulty assumptions underlying our expectations regarding the (i) integration process, including, among other things, unanticipated delays, costs or inefficiencies, and (ii) retention of key employees;
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•
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the effects of unanticipated liabilities;
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•
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operating a more diversified business;
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•
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integrating two separate business cultures, which may prove to be incompatible;
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•
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attracting and retaining the necessary personnel associated with the business of Park Place following the Acquisition;
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•
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creating uniform standards, controls, procedures, policies and information systems and controlling the costs associated with such matters; and
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•
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integrating information, purchasing, accounting, finance, sales, billing, payroll and regulatory compliance systems.
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Dealerships
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Collision Repair Centers
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Dealership Group:
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Owned
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Leased
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Owned
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Leased
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Coggin Automotive Group
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12
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4
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(a)
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5
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2
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Courtesy Autogroup
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5
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3
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2
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—
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Crown Automotive Company
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13
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5
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(b)
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3
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—
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David McDavid Auto Group
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6
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—
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3
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1
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Bill Estes & Hare Automotive Group
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8
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—
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1
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1
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Gray-Daniels Auto Family
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—
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5
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(b)
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—
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1
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Mike Shaw Subaru
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1
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—
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—
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—
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Nalley Automotive Group
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18
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1
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4
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1
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Plaza Motor Company
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6
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1
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(b)
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—
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1
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Total
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69
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|
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19
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18
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|
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7
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(a)
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Includes one dealership that leases a new vehicle facility and operates a separate used vehicle facility that is owned.
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(b)
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Includes one dealership location where we lease the underlying land but own the building facilities on that land.
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
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For the Years Ended December 31,
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||||||||||||||||||
Income Statement Data:
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2019
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2018
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2017
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2016
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2015
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||||||||||
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(in millions, except per share data)
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||||||||||||||||||
REVENUE:
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||||||||||
New vehicle
|
|
$
|
3,863.3
|
|
|
$
|
3,788.7
|
|
|
$
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3,561.1
|
|
|
$
|
3,611.9
|
|
|
$
|
3,652.5
|
|
Used vehicle
|
|
2,131.6
|
|
|
1,972.4
|
|
|
1,834.1
|
|
|
1,876.4
|
|
|
1,931.7
|
|
|||||
Parts and service
|
|
899.4
|
|
|
821.0
|
|
|
786.1
|
|
|
778.5
|
|
|
740.7
|
|
|||||
Finance and insurance, net
|
|
316.0
|
|
|
292.3
|
|
|
275.2
|
|
|
261.0
|
|
|
263.4
|
|
|||||
TOTAL REVENUE
|
|
7,210.3
|
|
|
6,874.4
|
|
|
6,456.5
|
|
|
6,527.8
|
|
|
6,588.3
|
|
|||||
COST OF SALES
|
|
6,041.4
|
|
|
5,771.4
|
|
|
5,400.6
|
|
|
5,469.1
|
|
|
5,527.5
|
|
|||||
GROSS PROFIT
|
|
1,168.9
|
|
|
1,103.0
|
|
|
1,055.9
|
|
|
1,058.7
|
|
|
1,060.8
|
|
|||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general, and administrative expenses
|
|
799.8
|
|
|
755.8
|
|
|
729.7
|
|
|
732.5
|
|
|
729.9
|
|
|||||
Depreciation and amortization
|
|
36.2
|
|
|
33.7
|
|
|
32.1
|
|
|
30.7
|
|
|
29.5
|
|
|||||
Franchise rights impairment
|
|
7.1
|
|
|
3.7
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|||||
Other operating expense (income), net
|
|
0.8
|
|
|
(1.1
|
)
|
|
1.3
|
|
|
(2.3
|
)
|
|
(0.2
|
)
|
|||||
INCOME FROM OPERATIONS
|
|
325.0
|
|
|
310.9
|
|
|
287.7
|
|
|
297.8
|
|
|
301.6
|
|
|||||
OTHER EXPENSES (INCOME):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Floor plan interest expense
|
|
37.9
|
|
|
32.5
|
|
|
22.7
|
|
|
19.3
|
|
|
16.1
|
|
|||||
Other interest expense, net
|
|
54.9
|
|
|
53.1
|
|
|
53.9
|
|
|
53.1
|
|
|
44.0
|
|
|||||
Swap interest expense
|
|
—
|
|
|
0.5
|
|
|
2.0
|
|
|
3.1
|
|
|
3.0
|
|
|||||
Gain on divestitures
|
|
(11.7
|
)
|
|
—
|
|
|
—
|
|
|
(45.5
|
)
|
|
(34.9
|
)
|
|||||
Total other expenses, net
|
|
81.1
|
|
|
86.1
|
|
|
78.6
|
|
|
30.0
|
|
|
28.2
|
|
|||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX
|
|
243.9
|
|
|
224.8
|
|
|
209.1
|
|
|
267.8
|
|
|
273.4
|
|
|||||
Income tax expense
|
|
59.5
|
|
|
56.8
|
|
|
70.0
|
|
|
100.6
|
|
|
104.0
|
|
|||||
INCOME FROM CONTINUING OPERATIONS
|
|
184.4
|
|
|
168.0
|
|
|
139.1
|
|
|
167.2
|
|
|
169.4
|
|
|||||
Discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
NET INCOME
|
|
$
|
184.4
|
|
|
$
|
168.0
|
|
|
$
|
139.1
|
|
|
$
|
167.2
|
|
|
$
|
169.2
|
|
Income from continuing operations per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
9.65
|
|
|
$
|
8.36
|
|
|
$
|
6.69
|
|
|
$
|
7.43
|
|
|
$
|
6.44
|
|
Diluted
|
|
$
|
9.55
|
|
|
$
|
8.28
|
|
|
$
|
6.62
|
|
|
$
|
7.40
|
|
|
$
|
6.42
|
|
|
|
As of December 31,
|
||||||||||||||||||
Balance Sheet Data:
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Working capital
|
|
$
|
355.6
|
|
|
$
|
249.7
|
|
|
$
|
243.9
|
|
|
$
|
227.5
|
|
|
$
|
323.4
|
|
Inventories (a)
|
|
1,052.7
|
|
|
1,067.6
|
|
|
826.0
|
|
|
894.9
|
|
|
917.2
|
|
|||||
Total assets
|
|
2,911.3
|
|
|
2,695.4
|
|
|
2,356.7
|
|
|
2,336.1
|
|
|
2,294.1
|
|
|||||
Floor plan notes payable (b)
|
|
850.8
|
|
|
966.1
|
|
|
732.1
|
|
|
781.8
|
|
|
712.2
|
|
|||||
Total debt (b)
|
|
967.5
|
|
|
905.3
|
|
|
875.5
|
|
|
926.7
|
|
|
954.3
|
|
|||||
Total shareholders' equity
|
|
$
|
646.3
|
|
|
$
|
473.2
|
|
|
$
|
394.2
|
|
|
$
|
279.7
|
|
|
$
|
314.5
|
|
(a)
|
Includes amounts classified as Assets held for sale on our Consolidated Balance Sheet.
|
(b)
|
Includes amounts classified as Liabilities associated with assets held for sale on our Consolidated Balance Sheet.
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||||
|
2019
|
|
2018
|
|
||||||||||
|
(Dollars in millions, except per share data)
|
|||||||||||||
REVENUE:
|
|
|
|
|
|
|
|
|||||||
New vehicle
|
$
|
3,863.3
|
|
|
$
|
3,788.7
|
|
|
$
|
74.6
|
|
|
2
|
%
|
Used vehicle
|
2,131.6
|
|
|
1,972.4
|
|
|
159.2
|
|
|
8
|
%
|
|||
Parts and service
|
899.4
|
|
|
821.0
|
|
|
78.4
|
|
|
10
|
%
|
|||
Finance and insurance, net
|
316.0
|
|
|
292.3
|
|
|
23.7
|
|
|
8
|
%
|
|||
TOTAL REVENUE
|
7,210.3
|
|
|
6,874.4
|
|
|
335.9
|
|
|
5
|
%
|
|||
GROSS PROFIT:
|
|
|
|
|
|
|
|
|||||||
New vehicle
|
159.5
|
|
|
165.2
|
|
|
(5.7
|
)
|
|
(3
|
)%
|
|||
Used vehicle
|
134.1
|
|
|
129.7
|
|
|
4.4
|
|
|
3
|
%
|
|||
Parts and service
|
559.3
|
|
|
515.8
|
|
|
43.5
|
|
|
8
|
%
|
|||
Finance and insurance, net
|
316.0
|
|
|
292.3
|
|
|
23.7
|
|
|
8
|
%
|
|||
TOTAL GROSS PROFIT
|
1,168.9
|
|
|
1,103.0
|
|
|
65.9
|
|
|
6
|
%
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|||||||
Selling, general, and administrative
|
799.8
|
|
|
755.8
|
|
|
44.0
|
|
|
6
|
%
|
|||
Depreciation and amortization
|
36.2
|
|
|
33.7
|
|
|
2.5
|
|
|
7
|
%
|
|||
Franchise rights impairment
|
7.1
|
|
|
3.7
|
|
|
3.4
|
|
|
92
|
%
|
|||
Other operating expenses (income), net
|
0.8
|
|
|
(1.1
|
)
|
|
1.9
|
|
|
(173
|
)%
|
|||
INCOME FROM OPERATIONS
|
325.0
|
|
|
310.9
|
|
|
14.1
|
|
|
5
|
%
|
|||
OTHER EXPENSES (INCOME):
|
|
|
|
|
|
|
|
|||||||
Floor plan interest expense
|
37.9
|
|
|
32.5
|
|
|
5.4
|
|
|
17
|
%
|
|||
Other interest expense, net
|
54.9
|
|
|
53.1
|
|
|
1.8
|
|
|
3
|
%
|
|||
Swap interest expense
|
—
|
|
|
0.5
|
|
|
(0.5
|
)
|
|
(100
|
)%
|
|||
Gain on divestitures
|
(11.7
|
)
|
|
—
|
|
|
(11.7
|
)
|
|
—
|
%
|
|||
Total other expenses, net
|
81.1
|
|
|
86.1
|
|
|
(5.0
|
)
|
|
(6
|
)%
|
|||
INCOME BEFORE INCOME TAXES
|
243.9
|
|
|
224.8
|
|
|
19.1
|
|
|
8
|
%
|
|||
Income tax expense
|
59.5
|
|
|
56.8
|
|
|
2.7
|
|
|
5
|
%
|
|||
NET INCOME
|
$
|
184.4
|
|
|
$
|
168.0
|
|
|
$
|
16.4
|
|
|
10
|
%
|
Net income per common share—Diluted
|
$
|
9.55
|
|
|
$
|
8.28
|
|
|
$
|
1.27
|
|
|
15
|
%
|
|
For the Year Ended December 31,
|
||||
|
2019
|
|
2018
|
||
REVENUE MIX PERCENTAGES:
|
|
|
|
||
New vehicles
|
53.6
|
%
|
|
55.1
|
%
|
Used retail vehicles
|
26.9
|
%
|
|
25.9
|
%
|
Used vehicle wholesale
|
2.6
|
%
|
|
2.8
|
%
|
Parts and service
|
12.5
|
%
|
|
11.9
|
%
|
Finance and insurance, net
|
4.4
|
%
|
|
4.3
|
%
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
GROSS PROFIT MIX PERCENTAGES:
|
|
|
|
||
New vehicles
|
13.6
|
%
|
|
15.0
|
%
|
Used retail vehicles
|
11.5
|
%
|
|
11.5
|
%
|
Used vehicle wholesale
|
0.1
|
%
|
|
0.2
|
%
|
Parts and service
|
47.8
|
%
|
|
46.8
|
%
|
Finance and insurance, net
|
27.0
|
%
|
|
26.5
|
%
|
Total gross profit
|
100.0
|
%
|
|
100.0
|
%
|
GROSS PROFIT MARGIN
|
16.2
|
%
|
|
16.0
|
%
|
SG&A EXPENSES AS A PERCENTAGE OF GROSS PROFIT
|
68.4
|
%
|
|
68.5
|
%
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||||
|
2019
|
|
2018
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
1,318.7
|
|
|
$
|
1,235.3
|
|
|
$
|
83.4
|
|
|
7
|
%
|
Import
|
1,742.4
|
|
|
1,790.2
|
|
|
(47.8
|
)
|
|
(3
|
)%
|
|||
Domestic
|
802.2
|
|
|
763.2
|
|
|
39.0
|
|
|
5
|
%
|
|||
Total new vehicle revenue
|
$
|
3,863.3
|
|
|
$
|
3,788.7
|
|
|
$
|
74.6
|
|
|
2
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
83.3
|
|
|
$
|
80.0
|
|
|
$
|
3.3
|
|
|
4
|
%
|
Import
|
42.1
|
|
|
52.6
|
|
|
(10.5
|
)
|
|
(20
|
)%
|
|||
Domestic
|
34.1
|
|
|
32.6
|
|
|
1.5
|
|
|
5
|
%
|
|||
Total new vehicle gross profit
|
$
|
159.5
|
|
|
$
|
165.2
|
|
|
$
|
(5.7
|
)
|
|
(3
|
)%
|
New vehicle units:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
23,988
|
|
|
22,979
|
|
|
1,009
|
|
|
4
|
%
|
|||
Import
|
61,420
|
|
|
62,939
|
|
|
(1,519
|
)
|
|
(2
|
)%
|
|||
Domestic
|
19,835
|
|
|
19,357
|
|
|
478
|
|
|
2
|
%
|
|||
Total new vehicle units
|
105,243
|
|
|
105,275
|
|
|
(32
|
)
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
1,314.4
|
|
|
$
|
1,235.3
|
|
|
$
|
79.1
|
|
|
6
|
%
|
Import
|
1,687.1
|
|
|
1,744.8
|
|
|
(57.7
|
)
|
|
(3
|
)%
|
|||
Domestic
|
681
|
|
|
763.2
|
|
|
(82.2
|
)
|
|
(11
|
)%
|
|||
Total new vehicle revenue
|
$
|
3,682.5
|
|
|
$
|
3,743.3
|
|
|
$
|
(60.8
|
)
|
|
(2
|
)%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
83.4
|
|
|
$
|
80.0
|
|
|
$
|
3.4
|
|
|
4
|
%
|
Import
|
39.9
|
|
|
51.0
|
|
|
(11.1
|
)
|
|
(22
|
)%
|
|||
Domestic
|
27.9
|
|
|
32.6
|
|
|
(4.7
|
)
|
|
(14
|
)%
|
|||
Total new vehicle gross profit
|
$
|
151.2
|
|
|
$
|
163.6
|
|
|
$
|
(12.4
|
)
|
|
(8
|
)%
|
New vehicle units:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
23,890
|
|
|
22,979
|
|
|
911
|
|
|
4
|
%
|
|||
Import
|
59,539
|
|
|
61,305
|
|
|
(1,766
|
)
|
|
(3
|
)%
|
|||
Domestic
|
16,817
|
|
|
19,357
|
|
|
(2,540
|
)
|
|
(13
|
)%
|
|||
Total new vehicle units
|
100,246
|
|
|
103,641
|
|
|
(3,395
|
)
|
|
(3
|
)%
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease) |
|
%
Change |
|||||||||
|
2019
|
|
2018
|
|
||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue per new vehicle sold
|
$
|
36,708
|
|
|
$
|
35,989
|
|
|
$
|
719
|
|
|
2
|
%
|
Gross profit per new vehicle sold
|
$
|
1,516
|
|
|
$
|
1,569
|
|
|
$
|
(53
|
)
|
|
(3
|
)%
|
New vehicle gross margin
|
4.1
|
%
|
|
4.4
|
%
|
|
(0.3
|
)%
|
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Luxury:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
3,473
|
|
|
3,481
|
|
|
(8
|
)
|
|
—
|
%
|
|||
New vehicle gross margin
|
6.3
|
%
|
|
6.5
|
%
|
|
(0.2
|
)%
|
|
|
||||
Import:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
685
|
|
|
$
|
836
|
|
|
$
|
(151
|
)
|
|
(18
|
)%
|
New vehicle gross margin
|
2.4
|
%
|
|
2.9
|
%
|
|
(0.5
|
)%
|
|
|
||||
Domestic:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
1,719
|
|
|
$
|
1,684
|
|
|
$
|
35
|
|
|
2
|
%
|
New vehicle gross margin
|
4.3
|
%
|
|
4.3
|
%
|
|
—
|
%
|
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue per new vehicle sold
|
$
|
36,735
|
|
|
$
|
36,118
|
|
|
$
|
617
|
|
|
2
|
%
|
Gross profit per new vehicle sold
|
$
|
1,508
|
|
|
$
|
1,579
|
|
|
$
|
(71
|
)
|
|
(4
|
)%
|
New vehicle gross margin
|
4.1
|
%
|
|
4.4
|
%
|
|
(0.3
|
)%
|
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Luxury:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
3,491
|
|
|
$
|
3,481
|
|
|
$
|
10
|
|
|
—
|
%
|
New vehicle gross margin
|
6.3
|
%
|
|
6.5
|
%
|
|
(0.2
|
)%
|
|
|
||||
Import:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
670
|
|
|
$
|
832
|
|
|
$
|
(162
|
)
|
|
(19
|
)%
|
New vehicle gross margin
|
2.4
|
%
|
|
2.9
|
%
|
|
(0.5
|
)%
|
|
|
||||
Domestic:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
1,659
|
|
|
$
|
1,684
|
|
|
$
|
(25
|
)
|
|
(1
|
)%
|
New vehicle gross margin
|
4.1
|
%
|
|
4.3
|
%
|
|
(0.2
|
)%
|
|
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease) |
|
%
Change |
|||||||||
|
2019
|
|
2018
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail revenues
|
$
|
1,941.3
|
|
|
$
|
1,783.3
|
|
|
$
|
158.0
|
|
|
9
|
%
|
Used vehicle wholesale revenues
|
190.3
|
|
|
189.1
|
|
|
1.2
|
|
|
1
|
%
|
|||
Used vehicle revenue
|
$
|
2,131.6
|
|
|
$
|
1,972.4
|
|
|
$
|
159.2
|
|
|
8
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail gross profit
|
$
|
133.1
|
|
|
$
|
127.8
|
|
|
$
|
5.3
|
|
|
4
|
%
|
Used vehicle wholesale gross profit
|
1.0
|
|
|
1.9
|
|
|
(0.9
|
)
|
|
(47
|
)%
|
|||
Used vehicle gross profit
|
$
|
134.1
|
|
|
$
|
129.7
|
|
|
$
|
4.4
|
|
|
3
|
%
|
Used vehicle retail units:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail units
|
88,602
|
|
|
82,377
|
|
|
6,225
|
|
|
8
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail revenues
|
$
|
1,848.9
|
|
|
$
|
1,755.7
|
|
|
$
|
93.2
|
|
|
5
|
%
|
Used vehicle wholesale revenues
|
183.9
|
|
|
185.4
|
|
|
(1.5
|
)
|
|
(1
|
)%
|
|||
Used vehicle revenue
|
$
|
2,032.8
|
|
|
$
|
1,941.1
|
|
|
$
|
91.7
|
|
|
5
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail gross profit
|
$
|
126.0
|
|
|
$
|
126.1
|
|
|
$
|
(0.1
|
)
|
|
—
|
%
|
Used vehicle wholesale gross profit
|
1.1
|
|
|
2.0
|
|
|
(0.9
|
)
|
|
(45
|
)%
|
|||
Used vehicle gross profit
|
$
|
127.1
|
|
|
$
|
128.1
|
|
|
$
|
(1.0
|
)
|
|
(1
|
)%
|
Used vehicle retail units:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail units
|
83,822
|
|
|
80,963
|
|
|
2,859
|
|
|
4
|
%
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease) |
|
%
Change |
|||||||||
|
2019
|
|
2018
|
|
||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue per used vehicle retailed
|
$
|
21,910
|
|
|
$
|
21,648
|
|
|
$
|
262
|
|
|
1
|
%
|
Gross profit per used vehicle retailed
|
$
|
1,502
|
|
|
$
|
1,551
|
|
|
$
|
(49
|
)
|
|
(3
|
)%
|
Used vehicle retail gross margin
|
6.9
|
%
|
|
7.2
|
%
|
|
(0.3
|
)%
|
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue per used vehicle retailed
|
$
|
22,057
|
|
|
$
|
21,685
|
|
|
$
|
372
|
|
|
2
|
%
|
Gross profit per used vehicle retailed
|
$
|
1,503
|
|
|
$
|
1,558
|
|
|
$
|
(55
|
)
|
|
(4
|
)%
|
Used vehicle retail gross margin
|
6.8
|
%
|
|
7.2
|
%
|
|
(0.4
|
)%
|
|
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease) |
|
%
Change |
|||||||||
|
2019
|
|
2018
|
|
||||||||||
|
(Dollars in millions)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Parts and service revenue
|
$
|
899.4
|
|
|
$
|
821.0
|
|
|
$
|
78.4
|
|
|
10
|
%
|
Parts and service gross profit:
|
|
|
|
|
|
|
|
|||||||
Customer pay
|
$
|
317.3
|
|
|
$
|
292.0
|
|
|
$
|
25.3
|
|
|
9
|
%
|
Warranty
|
88.8
|
|
|
76.8
|
|
|
12.0
|
|
|
16
|
%
|
|||
Wholesale parts
|
23.8
|
|
|
22.8
|
|
|
1.0
|
|
|
4
|
%
|
|||
Parts and service gross profit, excluding reconditioning and preparation
|
$
|
429.9
|
|
|
$
|
391.6
|
|
|
$
|
38.3
|
|
|
10
|
%
|
Parts and service gross margin, excluding reconditioning and preparation
|
47.8
|
%
|
|
47.7
|
%
|
|
0.1
|
%
|
|
|
||||
Reconditioning and preparation *
|
129.4
|
|
|
124.2
|
|
|
5.2
|
|
|
4
|
%
|
|||
Total parts and service gross profit
|
559.3
|
|
|
515.8
|
|
|
43.5
|
|
|
8
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Parts and service revenue
|
$
|
867.0
|
|
|
$
|
810.9
|
|
|
$
|
56.1
|
|
|
7
|
%
|
Parts and service gross profit:
|
|
|
|
|
|
|
|
|||||||
Customer pay
|
$
|
305.4
|
|
|
$
|
288.6
|
|
|
$
|
16.8
|
|
|
6
|
%
|
Warranty
|
85.4
|
|
|
76.1
|
|
|
9.3
|
|
|
12
|
%
|
|||
Wholesale parts
|
23.4
|
|
|
22.5
|
|
|
0.9
|
|
|
4
|
%
|
|||
Parts and service gross profit, excluding reconditioning and preparation
|
$
|
414.2
|
|
|
$
|
387.2
|
|
|
$
|
27.0
|
|
|
7
|
%
|
Parts and service gross margin, excluding reconditioning and preparation
|
47.8
|
%
|
|
47.7
|
%
|
|
0.1
|
%
|
|
|
||||
Reconditioning and preparation *
|
124.5
|
|
|
122.0
|
|
|
2.5
|
|
|
2
|
%
|
|||
Total parts and service gross profit
|
538.7
|
|
|
509.2
|
|
|
29.5
|
|
|
6
|
%
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease) |
|
%
Change |
|||||||||
|
2019
|
|
2018
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Finance and insurance, net
|
$
|
316.0
|
|
|
$
|
292.3
|
|
|
$
|
23.7
|
|
|
8
|
%
|
Finance and insurance, net per vehicle sold
|
$
|
1,630
|
|
|
$
|
1,558
|
|
|
$
|
72
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Finance and insurance, net
|
$
|
302.4
|
|
|
$
|
287.1
|
|
|
$
|
15.3
|
|
|
5
|
%
|
Finance and insurance, net per vehicle sold
|
$
|
1,643
|
|
|
$
|
1,555
|
|
|
$
|
88
|
|
|
6
|
%
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease) |
|
% of Gross
Profit Increase (Decrease) |
|||||||||||||||
|
2019
|
|
% of Gross
Profit
|
|
2018
|
|
% of Gross
Profit
|
|
||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Personnel costs
|
$
|
384.2
|
|
|
32.9
|
%
|
|
$
|
362.6
|
|
|
32.9
|
%
|
|
$
|
21.6
|
|
|
—
|
%
|
Sales compensation
|
122.1
|
|
|
10.4
|
%
|
|
115.6
|
|
|
10.5
|
%
|
|
6.5
|
|
|
(0.1
|
)%
|
|||
Share-based compensation
|
12.5
|
|
|
1.1
|
%
|
|
10.5
|
|
|
1.0
|
%
|
|
2.0
|
|
|
0.1
|
%
|
|||
Outside services
|
85.1
|
|
|
7.3
|
%
|
|
83.0
|
|
|
7.5
|
%
|
|
2.1
|
|
|
(0.2
|
)%
|
|||
Advertising
|
34.4
|
|
|
2.9
|
%
|
|
30.6
|
|
|
2.8
|
%
|
|
3.8
|
|
|
0.1
|
%
|
|||
Rent
|
27.1
|
|
|
2.3
|
%
|
|
25.6
|
|
|
2.3
|
%
|
|
1.5
|
|
|
—
|
%
|
|||
Utilities
|
16.4
|
|
|
1.4
|
%
|
|
16.2
|
|
|
1.5
|
%
|
|
0.2
|
|
|
(0.1
|
)%
|
|||
Insurance
|
14.5
|
|
|
1.2
|
%
|
|
14.7
|
|
|
1.3
|
%
|
|
(0.2
|
)
|
|
(0.1
|
)%
|
|||
Other
|
103.5
|
|
|
8.9
|
%
|
|
97.0
|
|
|
8.7
|
%
|
|
6.5
|
|
|
0.2
|
%
|
|||
Selling, general, and administrative expense
|
$
|
799.8
|
|
|
68.4
|
%
|
|
$
|
755.8
|
|
|
68.5
|
%
|
|
$
|
44.0
|
|
|
(0.1
|
)%
|
Gross profit
|
$
|
1,168.9
|
|
|
|
|
$
|
1,103.0
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Store:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Personnel costs
|
$
|
368.4
|
|
|
32.9
|
%
|
|
$
|
357.8
|
|
|
32.9
|
%
|
|
$
|
10.6
|
|
|
—
|
%
|
Sales compensation
|
116.3
|
|
|
10.4
|
%
|
|
113.5
|
|
|
10.4
|
%
|
|
2.8
|
|
|
—
|
%
|
|||
Share-based compensation
|
12.5
|
|
|
1.1
|
%
|
|
10.5
|
|
|
1.0
|
%
|
|
2.0
|
|
|
0.1
|
%
|
|||
Outside services
|
81.3
|
|
|
7.3
|
%
|
|
81.4
|
|
|
7.5
|
%
|
|
(0.1
|
)
|
|
(0.2
|
)%
|
|||
Advertising
|
30.7
|
|
|
2.7
|
%
|
|
29.8
|
|
|
2.7
|
%
|
|
0.9
|
|
|
—
|
%
|
|||
Rent
|
26.9
|
|
|
2.4
|
%
|
|
25.5
|
|
|
2.3
|
%
|
|
1.4
|
|
|
0.1
|
%
|
|||
Utilities
|
15.7
|
|
|
1.4
|
%
|
|
16.0
|
|
|
1.5
|
%
|
|
(0.3
|
)
|
|
(0.1
|
)%
|
|||
Insurance
|
13.4
|
|
|
1.2
|
%
|
|
14.3
|
|
|
1.3
|
%
|
|
(0.9
|
)
|
|
(0.1
|
)%
|
|||
Other
|
100.8
|
|
|
9.0
|
%
|
|
95.1
|
|
|
8.8
|
%
|
|
5.7
|
|
|
0.2
|
%
|
|||
Selling, general, and administrative expense
|
$
|
766.0
|
|
|
68.4
|
%
|
|
$
|
743.9
|
|
|
68.4
|
%
|
|
$
|
22.1
|
|
|
—
|
%
|
Gross profit
|
$
|
1,119.4
|
|
|
|
|
$
|
1,088.0
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||||
|
2018
|
|
2017
|
|
||||||||||
|
(Dollars in millions, except per share data)
|
|||||||||||||
REVENUE:
|
|
|
|
|
|
|
|
|||||||
New vehicle
|
$
|
3,788.7
|
|
|
$
|
3,561.1
|
|
|
$
|
227.6
|
|
|
6
|
%
|
Used vehicle
|
1,972.4
|
|
|
1,834.1
|
|
|
138.3
|
|
|
8
|
%
|
|||
Parts and service
|
821.0
|
|
|
786.1
|
|
|
34.9
|
|
|
4
|
%
|
|||
Finance and insurance, net
|
292.3
|
|
|
275.2
|
|
|
17.1
|
|
|
6
|
%
|
|||
TOTAL REVENUE
|
6,874.4
|
|
|
6,456.5
|
|
|
417.9
|
|
|
6
|
%
|
|||
GROSS PROFIT:
|
|
|
|
|
|
|
|
|||||||
New vehicle
|
165.2
|
|
|
169.0
|
|
|
(3.8
|
)
|
|
(2
|
)%
|
|||
Used vehicle
|
129.7
|
|
|
121.9
|
|
|
7.8
|
|
|
6
|
%
|
|||
Parts and service
|
515.8
|
|
|
489.8
|
|
|
26.0
|
|
|
5
|
%
|
|||
Finance and insurance, net
|
292.3
|
|
|
275.2
|
|
|
17.1
|
|
|
6
|
%
|
|||
TOTAL GROSS PROFIT
|
1,103.0
|
|
|
1,055.9
|
|
|
47.1
|
|
|
4
|
%
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|||||||
Selling, general, and administrative
|
755.8
|
|
|
729.7
|
|
|
26.1
|
|
|
4
|
%
|
|||
Depreciation and amortization
|
33.7
|
|
|
32.1
|
|
|
1.6
|
|
|
5
|
%
|
|||
Franchise rights impairment
|
3.7
|
|
|
5.1
|
|
|
(1.4
|
)
|
|
(27
|
)%
|
|||
Other operating (income) expenses, net
|
(1.1
|
)
|
|
1.3
|
|
|
(2.4
|
)
|
|
(185
|
)%
|
|||
INCOME FROM OPERATIONS
|
310.9
|
|
|
287.7
|
|
|
23.2
|
|
|
8
|
%
|
|||
OTHER EXPENSES:
|
|
|
|
|
|
|
|
|||||||
Floor plan interest expense
|
32.5
|
|
|
22.7
|
|
|
9.8
|
|
|
43
|
%
|
|||
Other interest expense, net
|
53.1
|
|
|
53.9
|
|
|
(0.8
|
)
|
|
(1
|
)%
|
|||
Swap interest expense
|
0.5
|
|
|
2.0
|
|
|
(1.5
|
)
|
|
(75
|
)%
|
|||
Total other expenses, net
|
86.1
|
|
|
78.6
|
|
|
7.5
|
|
|
10
|
%
|
|||
INCOME BEFORE INCOME TAXES
|
224.8
|
|
|
209.1
|
|
|
15.7
|
|
|
8
|
%
|
|||
Income tax expense
|
56.8
|
|
|
70.0
|
|
|
(13.2
|
)
|
|
(19
|
)%
|
|||
NET INCOME
|
$
|
168.0
|
|
|
$
|
139.1
|
|
|
$
|
28.9
|
|
|
21
|
%
|
Net income per common share—Diluted
|
$
|
8.28
|
|
|
$
|
6.62
|
|
|
$
|
1.66
|
|
|
25
|
%
|
|
For the Year Ended December 31,
|
||||
|
2018
|
|
2017
|
||
REVENUE MIX PERCENTAGES:
|
|
|
|
||
New vehicles
|
55.1
|
%
|
|
55.2
|
%
|
Used retail vehicles
|
25.9
|
%
|
|
25.2
|
%
|
Used vehicle wholesale
|
2.8
|
%
|
|
3.1
|
%
|
Parts and service
|
11.9
|
%
|
|
12.2
|
%
|
Finance and insurance, net
|
4.3
|
%
|
|
4.3
|
%
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
GROSS PROFIT MIX PERCENTAGES:
|
|
|
|
||
New vehicles
|
15.0
|
%
|
|
16.0
|
%
|
Used retail vehicles
|
11.5
|
%
|
|
11.4
|
%
|
Used vehicle wholesale
|
0.2
|
%
|
|
0.1
|
%
|
Parts and service
|
46.8
|
%
|
|
46.4
|
%
|
Finance and insurance, net
|
26.5
|
%
|
|
26.1
|
%
|
Total gross profit
|
100.0
|
%
|
|
100.0
|
%
|
GROSS PROFIT MARGIN
|
16.0
|
%
|
|
16.4
|
%
|
SG&A EXPENSES AS A PERCENTAGE OF GROSS PROFIT
|
68.5
|
%
|
|
69.1
|
%
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease) |
|
%
Change
|
|||||||||
|
2018
|
|
2017
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
1,235.3
|
|
|
$
|
1,200.2
|
|
|
$
|
35.1
|
|
|
3
|
%
|
Import
|
1,790.2
|
|
|
1,637.4
|
|
|
152.8
|
|
|
9
|
%
|
|||
Domestic
|
763.2
|
|
|
723.5
|
|
|
39.7
|
|
|
5
|
%
|
|||
Total new vehicle revenue
|
$
|
3,788.7
|
|
|
$
|
3,561.1
|
|
|
$
|
227.6
|
|
|
6
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
80.0
|
|
|
$
|
78.9
|
|
|
$
|
1.1
|
|
|
1
|
%
|
Import
|
52.6
|
|
|
56.8
|
|
|
(4.2
|
)
|
|
(7
|
)%
|
|||
Domestic
|
32.6
|
|
|
33.3
|
|
|
(0.7
|
)
|
|
(2
|
)%
|
|||
Total new vehicle gross profit
|
$
|
165.2
|
|
|
$
|
169.0
|
|
|
$
|
(3.8
|
)
|
|
(2
|
)%
|
New vehicle units:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
22,979
|
|
|
22,525
|
|
|
454
|
|
|
2
|
%
|
|||
Import
|
62,939
|
|
|
58,685
|
|
|
4,254
|
|
|
7
|
%
|
|||
Domestic
|
19,357
|
|
|
18,765
|
|
|
592
|
|
|
3
|
%
|
|||
Total new vehicle units
|
105,275
|
|
|
99,975
|
|
|
5,300
|
|
|
5
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
1,235.3
|
|
|
$
|
1,200.2
|
|
|
$
|
35.1
|
|
|
3
|
%
|
Import
|
1,706.7
|
|
|
1,636.2
|
|
|
70.5
|
|
|
4
|
%
|
|||
Domestic
|
740.3
|
|
|
722.2
|
|
|
18.1
|
|
|
3
|
%
|
|||
Total new vehicle revenue
|
$
|
3,682.3
|
|
|
$
|
3,558.6
|
|
|
$
|
123.7
|
|
|
3
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
$
|
80.0
|
|
|
$
|
78.9
|
|
|
$
|
1.1
|
|
|
1
|
%
|
Import
|
49.7
|
|
|
56.7
|
|
|
(7.0
|
)
|
|
(12
|
)%
|
|||
Domestic
|
31.7
|
|
|
33.2
|
|
|
(1.5
|
)
|
|
(5
|
)%
|
|||
Total new vehicle gross profit
|
$
|
161.4
|
|
|
$
|
168.8
|
|
|
$
|
(7.4
|
)
|
|
(4
|
)%
|
New vehicle units:
|
|
|
|
|
|
|
|
|||||||
Luxury
|
22,979
|
|
|
22,525
|
|
|
454
|
|
|
2
|
%
|
|||
Import
|
60,010
|
|
|
58,648
|
|
|
1,362
|
|
|
2
|
%
|
|||
Domestic
|
18,676
|
|
|
18,727
|
|
|
(51
|
)
|
|
—
|
%
|
|||
Total new vehicle units
|
101,665
|
|
|
99,900
|
|
|
1,765
|
|
|
2
|
%
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease) |
|
%
Change
|
|||||||||
|
2018
|
|
2017
|
|
||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue per new vehicle sold
|
$
|
35,989
|
|
|
$
|
35,620
|
|
|
$
|
369
|
|
|
1
|
%
|
Gross profit per new vehicle sold
|
$
|
1,569
|
|
|
$
|
1,690
|
|
|
$
|
(121
|
)
|
|
(7
|
)%
|
New vehicle gross margin
|
4.4
|
%
|
|
4.7
|
%
|
|
(0.3
|
)%
|
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Luxury:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
3,481
|
|
|
$
|
3,503
|
|
|
$
|
(22
|
)
|
|
(1
|
)%
|
New vehicle gross margin
|
6.5
|
%
|
|
6.6
|
%
|
|
(0.1
|
)%
|
|
|
||||
Import:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
836
|
|
|
$
|
968
|
|
|
$
|
(132
|
)
|
|
(14
|
)%
|
New vehicle gross margin
|
2.9
|
%
|
|
3.5
|
%
|
|
(0.6
|
)%
|
|
|
||||
Domestic:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
1,684
|
|
|
$
|
1,775
|
|
|
$
|
(91
|
)
|
|
(5
|
)%
|
New vehicle gross margin
|
4.3
|
%
|
|
4.6
|
%
|
|
(0.3
|
)%
|
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue per new vehicle sold
|
$
|
36,220
|
|
|
$
|
35,622
|
|
|
$
|
598
|
|
|
2
|
%
|
Gross profit per new vehicle sold
|
$
|
1,588
|
|
|
$
|
1,690
|
|
|
$
|
(102
|
)
|
|
(6
|
)%
|
New vehicle gross margin
|
4.4
|
%
|
|
4.7
|
%
|
|
(0.3
|
)%
|
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Luxury:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
3,481
|
|
|
$
|
3,503
|
|
|
$
|
(22
|
)
|
|
(1
|
)%
|
New vehicle gross margin
|
6.5
|
%
|
|
6.6
|
%
|
|
(0.1
|
)%
|
|
|
||||
Import:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
828
|
|
|
$
|
967
|
|
|
$
|
(139
|
)
|
|
(14
|
)%
|
New vehicle gross margin
|
2.9
|
%
|
|
3.5
|
%
|
|
(0.6
|
)%
|
|
|
||||
Domestic:
|
|
|
|
|
|
|
|
|||||||
Gross profit per new vehicle sold
|
$
|
1,697
|
|
|
$
|
1,773
|
|
|
$
|
(76
|
)
|
|
(4
|
)%
|
New vehicle gross margin
|
4.3
|
%
|
|
4.6
|
%
|
|
(0.3
|
)%
|
|
|
|
For the Year Ended December 31,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2018
|
|
2017
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail revenues
|
$
|
1,783.3
|
|
|
$
|
1,635.3
|
|
|
$
|
148.0
|
|
|
9
|
%
|
Used vehicle wholesale revenues
|
189.1
|
|
|
198.8
|
|
|
(9.7
|
)
|
|
(5
|
)%
|
|||
Used vehicle revenue
|
$
|
1,972.4
|
|
|
$
|
1,834.1
|
|
|
$
|
138.3
|
|
|
8
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail gross profit
|
$
|
127.8
|
|
|
$
|
121.1
|
|
|
$
|
6.7
|
|
|
6
|
%
|
Used vehicle wholesale gross profit
|
1.9
|
|
|
0.8
|
|
|
1.1
|
|
|
138
|
%
|
|||
Used vehicle gross profit
|
$
|
129.7
|
|
|
$
|
121.9
|
|
|
$
|
7.8
|
|
|
6
|
%
|
Used vehicle retail units:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail units
|
82,377
|
|
|
76,929
|
|
|
5,448
|
|
|
7
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail revenues
|
$
|
1,737.2
|
|
|
$
|
1,625.0
|
|
|
$
|
112.2
|
|
|
7
|
%
|
Used vehicle wholesale revenues
|
185.8
|
|
|
197.7
|
|
|
(11.9
|
)
|
|
(6
|
)%
|
|||
Used vehicle revenue
|
$
|
1,923.0
|
|
|
$
|
1,822.7
|
|
|
$
|
100.3
|
|
|
6
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail gross profit
|
$
|
124.5
|
|
|
$
|
120.4
|
|
|
$
|
4.1
|
|
|
3
|
%
|
Used vehicle wholesale gross profit
|
2.1
|
|
|
1.2
|
|
|
0.9
|
|
|
75
|
%
|
|||
Used vehicle gross profit
|
$
|
126.6
|
|
|
$
|
121.6
|
|
|
$
|
5.0
|
|
|
4
|
%
|
Used vehicle retail units:
|
|
|
|
|
|
|
|
|||||||
Used vehicle retail units
|
79,789
|
|
|
76,285
|
|
|
3,504
|
|
|
5
|
%
|
|
For the Year Ended December 31,
|
|
Increase (Decrease)
|
|
%
Change
|
|||||||||
|
2018
|
|
2017
|
|
||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Revenue per used vehicle retailed
|
$
|
21,648
|
|
|
$
|
21,257
|
|
|
$
|
391
|
|
|
2
|
%
|
Gross profit per used vehicle retailed
|
$
|
1,551
|
|
|
$
|
1,574
|
|
|
$
|
(23
|
)
|
|
(1
|
)%
|
Used vehicle retail gross margin
|
7.2
|
%
|
|
7.4
|
%
|
|
(0.2
|
)%
|
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Revenue per used vehicle retailed
|
$
|
21,772
|
|
|
$
|
21,302
|
|
|
$
|
470
|
|
|
2
|
%
|
Gross profit per used vehicle retailed
|
$
|
1,560
|
|
|
$
|
1,578
|
|
|
$
|
(18
|
)
|
|
(1
|
)%
|
Used vehicle retail gross margin
|
7.2
|
%
|
|
7.4
|
%
|
|
(0.2
|
)%
|
|
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease) |
|
%
Change |
|||||||||
|
2018
|
|
2017
|
|
||||||||||
|
(Dollars in millions)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Parts and service revenue
|
$
|
821.0
|
|
|
$
|
786.1
|
|
|
$
|
34.9
|
|
|
4
|
%
|
Parts and service gross profit:
|
|
|
|
|
|
|
|
|||||||
Customer pay
|
$
|
292.0
|
|
|
$
|
272.3
|
|
|
$
|
19.7
|
|
|
7
|
%
|
Warranty
|
76.8
|
|
|
81.7
|
|
|
(4.9
|
)
|
|
(6
|
)%
|
|||
Wholesale parts
|
22.8
|
|
|
21.2
|
|
|
1.6
|
|
|
8
|
%
|
|||
Parts and service gross profit, excluding reconditioning and preparation
|
$
|
391.6
|
|
|
$
|
375.2
|
|
|
$
|
16.4
|
|
|
4
|
%
|
Parts and service gross margin, excluding reconditioning and preparation
|
47.7
|
%
|
|
47.7
|
%
|
|
—
|
%
|
|
|
||||
Reconditioning and preparation *
|
124.2
|
|
|
114.6
|
|
|
9.6
|
|
|
8
|
%
|
|||
Total parts and service gross profit
|
$
|
515.8
|
|
|
$
|
489.8
|
|
|
$
|
26.0
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Parts and service revenue
|
$
|
804.1
|
|
|
$
|
785.6
|
|
|
$
|
18.5
|
|
|
2
|
%
|
Parts and service gross profit:
|
|
|
|
|
|
|
|
|||||||
Customer pay
|
$
|
286.2
|
|
|
$
|
272.1
|
|
|
$
|
14.1
|
|
|
5
|
%
|
Warranty
|
75.5
|
|
|
81.7
|
|
|
(6.2
|
)
|
|
(8
|
)%
|
|||
Wholesale parts
|
22.3
|
|
|
21.1
|
|
|
1.2
|
|
|
6
|
%
|
|||
Parts and service gross profit, excluding reconditioning and preparation
|
$
|
384.0
|
|
|
$
|
374.9
|
|
|
$
|
9.1
|
|
|
2
|
%
|
Parts and service gross margin, excluding reconditioning and preparation
|
47.8
|
%
|
|
47.7
|
%
|
|
0.1
|
%
|
|
|
||||
Reconditioning and preparation *
|
121.1
|
|
|
114.3
|
|
|
6.8
|
|
|
6
|
%
|
|||
Total parts and service gross profit
|
$
|
505.1
|
|
|
$
|
489.2
|
|
|
$
|
15.9
|
|
|
3
|
%
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease) |
|
%
Change
|
|||||||||
|
2018
|
|
2017
|
|
||||||||||
|
(Dollars in millions, except for per vehicle data)
|
|||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|||||||
Finance and insurance, net
|
$
|
292.3
|
|
|
$
|
275.2
|
|
|
$
|
17.1
|
|
|
6
|
%
|
Finance and insurance, net per vehicle sold
|
$
|
1,558
|
|
|
$
|
1,556
|
|
|
$
|
2
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|||||||
Same Store:
|
|
|
|
|
|
|
|
|||||||
Finance and insurance, net
|
$
|
284.9
|
|
|
$
|
274.3
|
|
|
$
|
10.6
|
|
|
4
|
%
|
Finance and insurance, net per vehicle sold
|
$
|
1,570
|
|
|
$
|
1,557
|
|
|
$
|
13
|
|
|
1
|
%
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease) |
|
% of Gross
Profit (Decrease) Increase
|
|||||||||||||||
|
2018
|
|
% of Gross
Profit
|
|
2017
|
|
% of Gross
Profit
|
|
||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Personnel costs
|
$
|
362.6
|
|
|
32.9
|
%
|
|
$
|
348.7
|
|
|
33.0
|
%
|
|
$
|
13.9
|
|
|
(0.1
|
)%
|
Sales compensation
|
115.6
|
|
|
10.5
|
%
|
|
111.1
|
|
|
10.5
|
%
|
|
4.5
|
|
|
—
|
%
|
|||
Share-based compensation
|
10.5
|
|
|
1.0
|
%
|
|
13.6
|
|
|
1.3
|
%
|
|
(3.1
|
)
|
|
(0.3
|
)%
|
|||
Outside services
|
83.0
|
|
|
7.5
|
%
|
|
80.8
|
|
|
7.7
|
%
|
|
2.2
|
|
|
(0.2
|
)%
|
|||
Advertising
|
30.6
|
|
|
2.8
|
%
|
|
30.3
|
|
|
2.9
|
%
|
|
0.3
|
|
|
(0.1
|
)%
|
|||
Rent
|
25.6
|
|
|
2.3
|
%
|
|
26.7
|
|
|
2.5
|
%
|
|
(1.1
|
)
|
|
(0.2
|
)%
|
|||
Utilities
|
16.2
|
|
|
1.5
|
%
|
|
15.4
|
|
|
1.5
|
%
|
|
0.8
|
|
|
—
|
%
|
|||
Insurance
|
14.7
|
|
|
1.3
|
%
|
|
13.4
|
|
|
1.3
|
%
|
|
1.3
|
|
|
—
|
%
|
|||
Other
|
97.0
|
|
|
8.7
|
%
|
|
89.7
|
|
|
8.4
|
%
|
|
7.3
|
|
|
0.3
|
%
|
|||
Selling, general, and administrative expense
|
$
|
755.8
|
|
|
68.5
|
%
|
|
$
|
729.7
|
|
|
69.1
|
%
|
|
$
|
26.1
|
|
|
(0.6
|
)%
|
Gross profit
|
$
|
1,103.0
|
|
|
|
|
$
|
1,055.9
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Store:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Personnel costs
|
$
|
353.9
|
|
|
32.8
|
%
|
|
$
|
347.4
|
|
|
33.0
|
%
|
|
$
|
6.5
|
|
|
(0.2
|
)%
|
Sales compensation
|
112.3
|
|
|
10.4
|
%
|
|
110.7
|
|
|
10.5
|
%
|
|
1.6
|
|
|
(0.1
|
)%
|
|||
Share-based compensation
|
10.5
|
|
|
1.0
|
%
|
|
13.6
|
|
|
1.3
|
%
|
|
(3.1
|
)
|
|
(0.3
|
)%
|
|||
Outside services
|
81.1
|
|
|
7.5
|
%
|
|
80.2
|
|
|
7.6
|
%
|
|
0.9
|
|
|
(0.1
|
)%
|
|||
Advertising
|
29.1
|
|
|
2.7
|
%
|
|
30.0
|
|
|
2.8
|
%
|
|
(0.9
|
)
|
|
(0.1
|
)%
|
|||
Rent
|
25.5
|
|
|
2.4
|
%
|
|
26.7
|
|
|
2.5
|
%
|
|
(1.2
|
)
|
|
(0.1
|
)%
|
|||
Utilities
|
15.7
|
|
|
1.5
|
%
|
|
15.3
|
|
|
1.5
|
%
|
|
0.4
|
|
|
—
|
%
|
|||
Insurance
|
14.2
|
|
|
1.3
|
%
|
|
13.3
|
|
|
1.3
|
%
|
|
0.9
|
|
|
—
|
%
|
|||
Other
|
95.4
|
|
|
8.8
|
%
|
|
89.3
|
|
|
8.4
|
%
|
|
6.1
|
|
|
0.4
|
%
|
|||
Selling, general, and administrative expense
|
$
|
737.7
|
|
|
68.4
|
%
|
|
$
|
726.5
|
|
|
68.9
|
%
|
|
$
|
11.2
|
|
|
(0.5
|
)%
|
Gross profit
|
$
|
1,078.0
|
|
|
|
|
$
|
1,053.9
|
|
|
|
|
|
|
|
•
|
2019 Senior Credit Facility—On September 25, 2019, the Company and certain of its subsidiaries entered into the 2019 Senior Credit Facility, which amended and restated the Company's pre-existing second amended and restated credit agreement, dated as of July 25, 2016, among the Company and certain of its subsidiaries and Bank of America, as administrative agent, and the other lenders party thereto. The 2019 Senior Credit Agreement provides for the following:
|
•
|
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. This floor plan facility was amended in December 2019 to extend the maturity date from December 5, 2019 to May 31, 2020. We also have 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 December 31, 2019, we had $152.2 million outstanding under our floor
|
•
|
The New Senior Notes—On February 19, 2020, the Company completed its offering of senior unsecured notes, consisting of $525.0 million aggregate principal amount of 4.50% Senior Notes due 2028 (the “2028 Notes”) and $600.0 million aggregate principal amount of 4.75% Senior Notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”). The 2028 Notes and 2030 Notes mature on March 1, 2028 and March 1, 2030, respectively. Interest is payable semiannually, on March 1 and September 1 of each year. The New Senior Notes were offered, together with additional borrowings and cash on hand, to (i) fund, if consummated, the acquisition of substantially all of the assets of Park Place, (ii) redeem all of our outstanding $600.0 million aggregate principal amount of 6.0% Senior Subordinated Notes due 2024 (the “6.0% Notes”) and (iii) pay fees and expenses in connection with the foregoing. If (i) the consummation of the Acquisition has not occurred on or before April 30, 2020 (the “End Date”) or (ii) we notify the trustee for the Notes of our abandonment or termination of the Asset Purchase Agreement or our determination that the consummation of the Acquisition will not occur on or before the End Date, then we will be required to redeem $525.0 million (the “Mandatory Redemption Amount”) aggregate principal amount of the 2028 Notes and the 2030 Notes on a pro rata basis in proportion to the aggregate principal amount of each series of Notes at a redemption price equal to 100% of the Mandatory Redemption Amount, plus accrued and unpaid interest to, but excluding, the redemption date. The New Senior Notes of each series are guaranteed, jointly and severally, on a senior unsecured basis, by each of our existing and future restricted subsidiaries (including subsidiaries created or acquired as a result of the Acquisition), with certain exceptions. In addition, the New Senior Notes are subject to customary covenants and events of default. The New Senior Notes are required to be registered under the Securities Act of 1933 within 270 days of the closing date for the offering of the New Senior Notes.
|
•
|
6.0% Senior Subordinated Notes due 2024—As of December 31, 2019 we had $600.0 million in aggregate principal amounts 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. On February 3, 2020, we issued a conditional notice of redemption to the holders of our 6.0% Notes, notifying such holders that we intend to redeem all of the Existing Notes on March 4, 2020. The 6.0% Notes will be redeemed at 103% of par, plus accrued and unpaid interest to, but excluding, the date of redemption.
|
•
|
Mortgage notes—As of December 31, 2019, we had $100.5 million of mortgage note obligations. These obligations are collateralized by the associated real estate at our dealership locations.
|
•
|
2013 BofA Real Estate Facility—As of December 31, 2019, we had $35.5 million of outstanding borrowings under the 2013 BofA Real Estate Facility. There is no further borrowing availability under this agreement.
|
•
|
2015 Wells Fargo Master Loan Facility—Borrowings under the 2015 Wells Fargo Master Loan Facility (as defined herein) are guaranteed by us and are collateralized by the real property financed under the 2015 Wells Fargo Master Loan Facility. As of December 31, 2019, the outstanding balance under this agreement was $78.3 million, which included $1.5 million classified as Liabilities associated with assets held for sale. There is no further borrowing availability under this facility.
|
•
|
2018 BofA Real Estate Facility—On November 13, 2018, the Company and certain of its subsidiaries entered into the 2018 BofA Real Estate Facility (as defined herein) with Bank of America, which provides for term loans in an aggregate amount not to exceed $128.1 million. Our right to make draws under the 2018 BofA Real Estate Facility terminated on November 13, 2019. All of the real property financed by an operating dealership subsidiary of the Company under the 2018 BofA Real Estate Facility is collateralized by first priority liens, subject to certain permitted exceptions. As of December 31, 2019, we had $114.9 million of outstanding borrowings under the 2018 BofA Real Estate Facility, which included $26.6 million classified as Liabilities associated with assets held for sale.
|
•
|
2018 Wells Fargo Master Loan Facility—On November 16, 2018, certain subsidiaries of the Company entered into a 2018 Wells Fargo Master Loan Agreement (as defined herein) which provides for term loans to certain of the Company's subsidiaries that are borrowers under the 2018 Wells Fargo Master Loan Facility in an aggregate amount not to exceed $100.0 million. Our right to make draws under the 2018 Wells Fargo Master Loan Facility will terminate on June 30, 2020. On November 16, 2018, we borrowed an aggregate amount of $25.0 million under the 2018 Wells
|
•
|
New BofA Real Estate Facility—On February 7, 2020, certain subsidiaries of the Company entered into a new real estate term loan credit agreement (as amended, restated or supplemented from time to time, the “New BofA Real Estate Credit Agreement”) with the various financial institutions party thereto, as lenders, certain of the Company’s subsidiaries that own or lease the real estate financed thereunder, as borrowers, and Bank of America, as lender, providing for term loans in an aggregate amount not to exceed $280.6 million, subject to customary terms and conditions (the “New BofA Real Estate Facility”). Term loans under our New BofA Real Estate Facility will bear interest, at our option, based on (1) LIBOR plus an applicable margin based on a pricing grid ranging from 1.50% per annum to 2.00% per annum based on our consolidated total lease adjusted leverage ratio or (2) the Base Rate (as described below) plus an applicable margin based on a pricing grid ranging from 0.50% per annum to 1.00% per annum based on our consolidated total lease adjusted leverage ratio. The Base Rate is the highest of (i) the Federal Funds rate plus 0.50%, (ii) the Bank of America prime rate, and (iii) one month LIBOR plus 1.0%. We will be required to make 27 consecutive quarterly principal payments of 1.25% of the initial amount of each loan, with a balloon repayment of the outstanding principal amount of loans due on the maturity date. The New BofA Real Estate Facility matures seven years from the initial funding date. Borrowings under the New BofA Real Estate Facility are guaranteed by us and each of our operating dealership subsidiaries that lease or own the real estate being financed under the New BofA Real Estate Facility, and are collateralized by first priority liens, subject to certain permitted exceptions, on all of the real property financed thereunder. In connection with the Acquisition, we intend to borrow $216.6 million under the New BofA Real Estate Facility, and have the ability to make one additional draw in an amount up to 80% of the appraised value of the property expected to be acquired at or after the consummation of the Acquisition.
|
•
|
Restricted payments in an aggregate amount not to exceed $20.0 million in any fiscal year;
|
•
|
General restricted payments allowance of $150.0 million; and
|
•
|
Subject to our continued compliance with a minimum consolidated current ratio, a consolidated fixed charge coverage ratio and a maximum consolidated total lease adjusted leverage ratio, in each case as set out in the Indentures, restricted payments capacity additions (or subtractions if negative) equal to (i) 50% of our net income (as defined in the 2019 Senior Credit Facility and the Indenture) beginning on October 1, 2014 and ending on the date of the most recently completed fiscal quarter (the "Measurement Period"), plus (ii) 100% of any cash proceeds we receive from the sale of equity interests during the Measurement Period minus (iii) the dollar amount of share purchases made and dividends paid on or after December 4, 2014.
|
|
Payments due by period
|
||||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Floor plan notes payable (Notes10&11)
|
$
|
850.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
850.8
|
|
Operating lease liabilities (a)
|
21.2
|
|
|
19.0
|
|
|
14.3
|
|
|
6.6
|
|
|
3.1
|
|
|
12.3
|
|
|
76.5
|
|
|||||||
Operating lease liabilities expense (a)
|
3.0
|
|
|
2.1
|
|
|
1.4
|
|
|
1.0
|
|
|
0.7
|
|
|
5.1
|
|
|
13.3
|
|
|||||||
Long-term debt (Note 13) (a)
|
35.7
|
|
|
35.0
|
|
|
33.2
|
|
|
53.2
|
|
|
648.6
|
|
|
165.7
|
|
|
971.4
|
|
|||||||
Interest on long-term debt (a)(b)
|
49.6
|
|
|
47.6
|
|
|
46.7
|
|
|
44.8
|
|
|
41.4
|
|
|
6.9
|
|
|
237.0
|
|
|||||||
Total contractual obligations
|
$
|
960.3
|
|
|
$
|
103.7
|
|
|
$
|
95.6
|
|
|
$
|
105.6
|
|
|
$
|
693.8
|
|
|
$
|
190.0
|
|
|
$
|
2,149.0
|
|
(a)
|
For additional information related to the Company's operating and finance lease liabilities presented within the accompanying Consolidated Financial Statements, see Note 18 "Leases" of the Notes thereto.
|
(b)
|
Includes variable rate interest payments calculated using an estimated LIBOR rate of 1.78%, and assumes that borrowings will not be refinanced prior to or upon maturity.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Reconciliation of Cash provided by operating activities to Cash provided by operating activities, as adjusted
|
|
|
|
|
|
||||||
Cash provided by operating activities, as reported
|
$
|
349.8
|
|
|
$
|
10.1
|
|
|
$
|
266.3
|
|
New vehicle floor plan borrowings (repayments)—non-trade, net
|
(194.7
|
)
|
|
171.5
|
|
|
(70.7
|
)
|
|||
Cash provided by operating activities, as adjusted
|
$
|
155.1
|
|
|
$
|
181.6
|
|
|
$
|
195.6
|
|
•
|
$101.3 million increase related to the change in inventory, net of floor plan notes payable, including both trade and non-trade.
|
•
|
$34.9 million related to non-cash adjustments to net income;
|
•
|
$26.9 million related to the change in accounts payable and accrued liabilities;
|
•
|
$8.9 million related to the change in other current assets and other long-term assets and liabilities, net; and
|
•
|
$4.1 million related timing and collection of accounts receivable and contracts-in-transit during 2019 as compared to 2018.
|
•
|
$19.8 million related to an increase in inventory, net of floor plan notes payable, including both trade and non-trade;
|
•
|
$13.6 million related to the change in accounts payable and accrued liabilities;
|
•
|
$6.0 million related to sales volume and the timing of collection of accounts receivable and contracts-in-transit during 2018 as compared to 2017; and
|
•
|
$2.0 million related to the change in other current and non-current assets and liabilities.
|
•
|
$27.4 million related to non-cash adjustments to net income.
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3.5
|
|
|
$
|
8.3
|
|
Contracts-in-transit, net
|
194.7
|
|
|
198.3
|
|
||
Accounts receivable, net
|
136.2
|
|
|
130.3
|
|
||
Inventories, net
|
985.0
|
|
|
1,067.6
|
|
||
Assets held for sale
|
154.2
|
|
|
26.3
|
|
||
Other current assets
|
129.0
|
|
|
122.2
|
|
||
Total current assets
|
1,602.6
|
|
|
1,553.0
|
|
||
PROPERTY AND EQUIPMENT, net
|
909.7
|
|
|
886.1
|
|
||
OPERATING LEASE RIGHT-OF-USE ASSETS
|
65.6
|
|
|
—
|
|
||
GOODWILL
|
201.7
|
|
|
181.2
|
|
||
INTANGIBLE FRANCHISE RIGHTS
|
121.7
|
|
|
65.8
|
|
||
OTHER LONG-TERM ASSETS
|
10.0
|
|
|
9.3
|
|
||
Total assets
|
$
|
2,911.3
|
|
|
$
|
2,695.4
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Floor plan notes payable—trade, net
|
$
|
130.3
|
|
|
$
|
114.0
|
|
Floor plan notes payable—non-trade, net
|
657.7
|
|
|
852.1
|
|
||
Current maturities of long-term debt
|
32.4
|
|
|
38.8
|
|
||
Current maturities of operating leases
|
17.0
|
|
|
—
|
|
||
Accounts payable and accrued liabilities
|
308.7
|
|
|
298.4
|
|
||
Liabilities associated with assets held for sale
|
100.9
|
|
|
—
|
|
||
Total current liabilities
|
1,247.0
|
|
|
1,303.3
|
|
||
LONG-TERM DEBT
|
907.0
|
|
|
866.5
|
|
||
LONG-TERM LEASE LIABILITY
|
52.6
|
|
|
—
|
|
||
DEFERRED INCOME TAXES
|
26.0
|
|
|
21.7
|
|
||
OTHER LONG-TERM LIABILITIES
|
32.4
|
|
|
30.7
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 20)
|
|
|
|
||||
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; 41,072,080 and 41,065,069 shares issued, including shares held in treasury, respectively
|
0.4
|
|
|
0.4
|
|
||
Additional paid-in capital
|
582.9
|
|
|
572.9
|
|
||
Retained earnings
|
1,094.5
|
|
|
922.7
|
|
||
Treasury stock, at cost; 21,791,707 and 21,719,339 shares, respectively
|
(1,028.6
|
)
|
|
(1,023.4
|
)
|
||
Accumulated other comprehensive loss
|
(2.9
|
)
|
|
0.6
|
|
||
Total shareholders' equity
|
646.3
|
|
|
473.2
|
|
||
Total liabilities and shareholders' equity
|
$
|
2,911.3
|
|
|
$
|
2,695.4
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
REVENUE:
|
|
|
|
|
|
||||||
New vehicle
|
$
|
3,863.3
|
|
|
$
|
3,788.7
|
|
|
$
|
3,561.1
|
|
Used vehicle
|
2,131.6
|
|
|
1,972.4
|
|
|
1,834.1
|
|
|||
Parts and service
|
899.4
|
|
|
821.0
|
|
|
786.1
|
|
|||
Finance and insurance, net
|
316.0
|
|
|
292.3
|
|
|
275.2
|
|
|||
TOTAL REVENUE
|
7,210.3
|
|
|
6,874.4
|
|
|
6,456.5
|
|
|||
COST OF SALES:
|
|
|
|
|
|
||||||
New vehicle
|
3,703.8
|
|
|
3,623.5
|
|
|
3,392.1
|
|
|||
Used vehicle
|
1,997.5
|
|
|
1,842.7
|
|
|
1,712.2
|
|
|||
Parts and service
|
340.1
|
|
|
305.2
|
|
|
296.3
|
|
|||
TOTAL COST OF SALES
|
6,041.4
|
|
|
5,771.4
|
|
|
5,400.6
|
|
|||
GROSS PROFIT
|
1,168.9
|
|
|
1,103.0
|
|
|
1,055.9
|
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
||||||
Selling, general, and administrative
|
799.8
|
|
|
755.8
|
|
|
729.7
|
|
|||
Depreciation and amortization
|
36.2
|
|
|
33.7
|
|
|
32.1
|
|
|||
Franchise rights impairment
|
7.1
|
|
|
3.7
|
|
|
5.1
|
|
|||
Other operating expenses (income), net
|
0.8
|
|
|
(1.1
|
)
|
|
1.3
|
|
|||
INCOME FROM OPERATIONS
|
325.0
|
|
|
310.9
|
|
|
287.7
|
|
|||
OTHER EXPENSES (INCOME):
|
|
|
|
|
|
||||||
Floor plan interest expense
|
37.9
|
|
|
32.5
|
|
|
22.7
|
|
|||
Other interest expense, net
|
54.9
|
|
|
53.1
|
|
|
53.9
|
|
|||
Swap interest expense
|
—
|
|
|
0.5
|
|
|
2.0
|
|
|||
Gain on divestitures
|
(11.7
|
)
|
|
—
|
|
|
—
|
|
|||
Total other expenses, net
|
81.1
|
|
|
86.1
|
|
|
78.6
|
|
|||
INCOME BEFORE INCOME TAXES
|
243.9
|
|
|
224.8
|
|
|
209.1
|
|
|||
Income tax expense
|
59.5
|
|
|
56.8
|
|
|
70.0
|
|
|||
NET INCOME
|
$
|
184.4
|
|
|
$
|
168.0
|
|
|
$
|
139.1
|
|
EARNINGS PER COMMON SHARE:
|
|
|
|
|
|
||||||
Basic—
|
|
|
|
|
|
||||||
Net Income
|
$
|
9.65
|
|
|
$
|
8.36
|
|
|
$
|
6.69
|
|
Diluted—
|
|
|
|
|
|
||||||
Net Income
|
$
|
9.55
|
|
|
$
|
8.28
|
|
|
$
|
6.62
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|
|
|
|
|
|
||||||
Basic
|
19.1
|
|
|
20.1
|
|
|
20.8
|
|
|||
Restricted stock
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Performance share units
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Diluted
|
19.3
|
|
|
20.3
|
|
|
21.0
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
184.4
|
|
|
$
|
168.0
|
|
|
$
|
139.1
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Change in fair value of cash flow swaps
|
(4.4
|
)
|
|
2.3
|
|
|
1.9
|
|
|||
Income tax benefit (expense) associated with cash flow swaps
|
1.1
|
|
|
(0.8
|
)
|
|
(0.7
|
)
|
|||
Comprehensive income
|
$
|
181.1
|
|
|
$
|
169.5
|
|
|
$
|
140.3
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
Amount
|
|
|
||||||||||||||||||
Balances, December 31, 2016
|
40,750,765
|
|
|
$
|
0.4
|
|
|
$
|
549.4
|
|
|
$
|
611.5
|
|
|
19,497,596
|
|
|
$
|
(879.5
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
279.7
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
139.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139.1
|
|
||||||
Change in fair value of cash flow swaps, net of reclassification adjustment and $0.7 tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
1.2
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
139.1
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
140.3
|
|
||||||
Cumulative effect of change in
accounting principle - ASU 2016-09
|
—
|
|
|
—
|
|
|
0.5
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
13.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.6
|
|
||||||
Issuance of common stock in connection with share-based payment arrangements
|
219,222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of common stock associated with net share settlements of employee share-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,670
|
|
|
(4.8
|
)
|
|
—
|
|
|
(4.8
|
)
|
||||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
584,696
|
|
|
(34.8
|
)
|
|
—
|
|
|
(34.8
|
)
|
||||||
Balances, December 31, 2017
|
40,969,987
|
|
|
$
|
0.4
|
|
|
$
|
563.5
|
|
|
$
|
750.3
|
|
|
20,156,962
|
|
|
$
|
(919.1
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
394.2
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
168.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168.0
|
|
||||||
Change in fair value of cash flow swaps, net of reclassification adjustment and $0.8 tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
168.0
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
169.5
|
|
||||||
Cumulative effect of change in
accounting principle - ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
10.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
||||||
Issuance of common stock in connection with share-based payment arrangements
|
185,049
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of common stock associated with net share settlements of employee share-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,434
|
|
|
(4.8
|
)
|
|
—
|
|
|
(4.8
|
)
|
||||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,580,910
|
|
|
(105.4
|
)
|
|
—
|
|
|
(105.4
|
)
|
||||||
Retirement of previously repurchased common stock
|
(89,967
|
)
|
|
$
|
—
|
|
|
$
|
(1.1
|
)
|
|
$
|
(4.8
|
)
|
|
(89,967
|
)
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Balances, December 31, 2018
|
41,065,069
|
|
|
$
|
0.4
|
|
|
$
|
572.9
|
|
|
$
|
922.7
|
|
|
21,719,339
|
|
|
$
|
(1,023.4
|
)
|
|
$
|
0.6
|
|
|
$
|
473.2
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
184.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184.4
|
|
||||||
Change in fair value of cash flow swaps, net of reclassification adjustment and $1.1 tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
(3.3
|
)
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
184.4
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
181.1
|
|
||||||
Cumulative effect of change in
accounting principle - ASU 2018-02
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
12.5
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
|||||||
Issuance of common stock in connection with share-based payment arrangements
|
209,390
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of common stock associated with net share settlements of employee share-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,368
|
|
|
(5.2
|
)
|
|
—
|
|
|
(5.2
|
)
|
||||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,379
|
|
|
(15.3
|
)
|
|
—
|
|
|
(15.3
|
)
|
||||||
Retirement of previously repurchased common stock
|
(202,379
|
)
|
|
—
|
|
|
(2.5
|
)
|
|
(12.8
|
)
|
|
(202,379
|
)
|
|
15.3
|
|
|
—
|
|
|
—
|
|
||||||
Balances, December 31, 2019
|
41,072,080
|
|
|
$
|
0.4
|
|
|
$
|
582.9
|
|
|
$
|
1,094.5
|
|
|
21,791,707
|
|
|
$
|
(1,028.6
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
646.3
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
184.4
|
|
|
$
|
168.0
|
|
|
$
|
139.1
|
|
Adjustments to reconcile net income to net cash provided by operating activities—
|
|
|
|
|
|
||||||
Depreciation and amortization
|
36.2
|
|
|
33.7
|
|
|
32.1
|
|
|||
Share-based compensation
|
12.5
|
|
|
10.5
|
|
|
13.6
|
|
|||
Deferred income taxes
|
5.4
|
|
|
5.3
|
|
|
2.8
|
|
|||
Franchise rights impairment
|
7.1
|
|
|
3.7
|
|
|
5.1
|
|
|||
Loaner vehicle amortization
|
23.6
|
|
|
22.5
|
|
|
22.4
|
|
|||
Gain on divestitures
|
(11.7
|
)
|
|
—
|
|
|
—
|
|
|||
Change in right-of-use asset
|
19.4
|
|
|
—
|
|
|
—
|
|
|||
Other adjustments, net
|
4.8
|
|
|
3.1
|
|
|
4.3
|
|
|||
Changes in operating assets and liabilities, net of acquisitions and divestitures—
|
|
|
|
|
|
||||||
Contracts-in-transit
|
3.6
|
|
|
(5.0
|
)
|
|
(10.7
|
)
|
|||
Accounts receivable
|
(6.0
|
)
|
|
(1.5
|
)
|
|
10.2
|
|
|||
Inventories
|
212.1
|
|
|
(24.4
|
)
|
|
251.5
|
|
|||
Other current assets
|
(173.7
|
)
|
|
(200.8
|
)
|
|
(197.2
|
)
|
|||
Floor plan notes payable—trade, net
|
38.2
|
|
|
9.8
|
|
|
(4.1
|
)
|
|||
Accounts payable and accrued liabilities
|
10.7
|
|
|
(16.2
|
)
|
|
(2.6
|
)
|
|||
Operating lease liabilities
|
(19.7
|
)
|
|
—
|
|
|
—
|
|
|||
Other long-term assets and liabilities, net
|
2.9
|
|
|
1.4
|
|
|
(0.2
|
)
|
|||
Net cash provided by operating activities
|
349.8
|
|
|
10.1
|
|
|
266.3
|
|
|||
CASH FLOW FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures—excluding real estate
|
(57.6
|
)
|
|
(40.3
|
)
|
|
(42.3
|
)
|
|||
Capital expenditures—real estate
|
(9.2
|
)
|
|
(17.6
|
)
|
|
(5.8
|
)
|
|||
Purchases of previously leased real estate
|
(4.9
|
)
|
|
(4.4
|
)
|
|
(5.4
|
)
|
|||
Acquisitions
|
(210.0
|
)
|
|
(91.3
|
)
|
|
(80.1
|
)
|
|||
Divestitures
|
39.1
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of assets
|
15.0
|
|
|
4.0
|
|
|
5.8
|
|
|||
Net cash used in investing activities
|
(227.6
|
)
|
|
(149.6
|
)
|
|
(127.8
|
)
|
|||
CASH FLOW FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Floor plan borrowings—non-trade
|
4,318.6
|
|
|
4,591.9
|
|
|
3,850.3
|
|
|||
Floor plan borrowings—acquisitions
|
55.3
|
|
|
22.7
|
|
|
25.1
|
|
|||
Floor plan repayments—non-trade
|
(4,513.3
|
)
|
|
(4,390.4
|
)
|
|
(3,921.0
|
)
|
|||
Floor plan repayments—divestitures
|
(14.1
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from borrowings
|
97.7
|
|
|
50.7
|
|
|
—
|
|
|||
Repayments of borrowings
|
(48.4
|
)
|
|
(19.9
|
)
|
|
(52.0
|
)
|
|||
Payment of debt issuance costs
|
(2.3
|
)
|
|
(1.7
|
)
|
|
—
|
|
|||
Repurchases of common stock, including amounts associated with net share settlements of employee share-based awards
|
(20.5
|
)
|
|
(110.2
|
)
|
|
(39.6
|
)
|
|||
Net cash (used in) provided by financing activities
|
(127.0
|
)
|
|
143.1
|
|
|
(137.2
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(4.8
|
)
|
|
3.6
|
|
|
1.3
|
|
|||
CASH AND CASH EQUIVALENTS, beginning of period
|
8.3
|
|
|
4.7
|
|
|
3.4
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
3.5
|
|
|
$
|
8.3
|
|
|
$
|
4.7
|
|
Buildings and improvements
|
10-40
|
Machinery and equipment
|
5-10
|
Furniture and fixtures
|
3-10
|
Company vehicles
|
3-5
|
Manufacturer (Vehicle Brands):
|
|
% of Total
New Vehicle
Revenues
|
|
American Honda Motor Co., Inc. (Honda and Acura)
|
|
22
|
%
|
Toyota Motor Sales, U.S.A., Inc. (Toyota and Lexus)
|
|
20
|
%
|
Nissan North America, Inc. (Nissan and Infiniti)
|
|
11
|
%
|
Ford Motor Company (Ford and Lincoln)
|
|
10
|
%
|
Mercedes-Benz USA, LLC (Mercedes-Benz, smart and Sprinter)
|
|
7
|
%
|
BMW of North America, LLC (BMW and Mini)
|
|
6
|
%
|
|
For the year ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenue:
|
|
|
|
||||
New vehicle
|
$
|
3,863.3
|
|
|
$
|
3,788.7
|
|
Used vehicle retail
|
1,941.3
|
|
|
1,783.3
|
|
||
Used vehicle wholesale
|
190.3
|
|
|
189.1
|
|
||
New and used vehicle
|
5,994.9
|
|
|
5,761.1
|
|
||
Sale of vehicle parts and accessories
|
148.8
|
|
|
139.2
|
|
||
Vehicle repair and maintenance services
|
750.6
|
|
|
681.8
|
|
||
Parts and services
|
899.4
|
|
|
821.0
|
|
||
Finance and insurance, net
|
316.0
|
|
|
292.3
|
|
||
Total revenue
|
$
|
7,210.3
|
|
|
$
|
6,874.4
|
|
|
Vehicle Repair and Maintenance Services
|
|
Finance and Insurance, net
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Contract Assets (Current), January 1, 2019
|
$
|
4.1
|
|
|
$
|
10.6
|
|
|
$
|
14.7
|
|
Transferred to receivables from contract assets recognized at the beginning of the period
|
(4.1
|
)
|
|
(3.3
|
)
|
|
(7.4
|
)
|
|||
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period
|
4.4
|
|
|
3.3
|
|
|
7.7
|
|
|||
Contract Assets (Current), March 31, 2019
|
4.4
|
|
|
10.6
|
|
|
15.0
|
|
|||
Transferred to receivables from contract assets recognized at the beginning of the period
|
(4.4
|
)
|
|
(3.2
|
)
|
|
(7.6
|
)
|
|||
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period
|
4.8
|
|
|
4.6
|
|
|
9.4
|
|
|||
Contract Assets (Current), June 30, 2019
|
4.8
|
|
|
12.0
|
|
|
16.8
|
|
|||
Transferred to receivables from contract assets recognized at the beginning of the period
|
(4.8
|
)
|
|
(2.6
|
)
|
|
(7.4
|
)
|
|||
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period
|
4.9
|
|
|
2.1
|
|
|
7.0
|
|
|||
Contract Assets (Current), September 30, 2019
|
4.9
|
|
|
11.5
|
|
|
16.4
|
|
|||
Transferred to receivables from contract assets recognized at the beginning of the period
|
$
|
(4.9
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
(8.8
|
)
|
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period
|
$
|
4.8
|
|
|
$
|
4.7
|
|
|
$
|
9.5
|
|
Contract Assets (Current), December 31, 2019
|
$
|
4.8
|
|
|
$
|
12.3
|
|
|
$
|
17.1
|
|
|
For the Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Inventory
|
$
|
70.9
|
|
|
$
|
27.3
|
|
Real estate
|
43.1
|
|
|
23.5
|
|
||
Property and equipment
|
4.5
|
|
|
0.6
|
|
||
Goodwill
|
25.9
|
|
|
20.4
|
|
||
Manufacturer franchise rights
|
65.3
|
|
|
19.9
|
|
||
Loaner vehicles
|
1.5
|
|
|
1.7
|
|
||
Liabilities assumed
|
(0.8
|
)
|
|
$
|
(0.2
|
)
|
|
Total purchase price
|
$
|
210.4
|
|
|
$
|
93.2
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Vehicle receivables
|
$
|
44.8
|
|
|
$
|
45.7
|
|
Manufacturer receivables
|
50.4
|
|
|
51.2
|
|
||
Other receivables
|
42.4
|
|
|
34.7
|
|
||
Total accounts receivable
|
137.6
|
|
|
131.6
|
|
||
Less—Allowance for doubtful accounts
|
(1.4
|
)
|
|
(1.3
|
)
|
||
Accounts receivable, net
|
$
|
136.2
|
|
|
$
|
130.3
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
New vehicles
|
$
|
802.6
|
|
|
$
|
867.2
|
|
Used vehicles
|
140.1
|
|
|
158.9
|
|
||
Parts and accessories
|
42.3
|
|
|
41.5
|
|
||
Total inventories
|
$
|
985.0
|
|
|
$
|
1,067.6
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
||||
Inventory
|
$
|
67.7
|
|
|
$
|
—
|
|
Loaners, net
|
3.0
|
|
|
—
|
|
||
Property and equipment, net
|
69.0
|
|
|
26.3
|
|
||
Operating lease right-of-use assets
|
6.9
|
|
|
—
|
|
||
Goodwill
|
5.3
|
|
|
—
|
|
||
Franchise rights
|
2.3
|
|
|
—
|
|
||
Total Assets held for sale
|
154.2
|
|
|
26.3
|
|
||
Liabilities:
|
|
|
|
||||
Floor plan notes payable—trade
|
21.9
|
|
|
—
|
|
||
Floor plan notes payable—non-trade
|
40.9
|
|
|
—
|
|
||
Loaners/ Notes payable
|
3.1
|
|
|
—
|
|
||
Current maturities of long-term debt
|
0.3
|
|
|
—
|
|
||
Current maturities of operating leases
|
4.2
|
|
|
—
|
|
||
Long-term debt
|
27.8
|
|
|
—
|
|
||
Operating lease liabilities
|
2.7
|
|
|
—
|
|
||
Total Liabilities associated with assets held for sale
|
100.9
|
|
|
—
|
|
||
Net assets held for sale
|
$
|
53.3
|
|
|
$
|
26.3
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Loaner vehicles
|
$
|
83.8
|
|
|
$
|
87.0
|
|
Contract assets (see Note 2)
|
17.1
|
|
|
14.7
|
|
||
Deposits
|
11.0
|
|
|
0.6
|
|
||
Prepaid expenses
|
5.8
|
|
|
5.9
|
|
||
Prepaid taxes
|
4.7
|
|
|
9.1
|
|
||
Other
|
6.6
|
|
|
4.9
|
|
||
Other current assets
|
$
|
129.0
|
|
|
$
|
122.2
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Land
|
$
|
343.8
|
|
|
$
|
330.4
|
|
Buildings and leasehold improvements
|
622.9
|
|
|
617.5
|
|
||
Machinery and equipment
|
99.8
|
|
|
94.8
|
|
||
Furniture and fixtures
|
63.9
|
|
|
62.2
|
|
||
Company vehicles
|
8.1
|
|
|
8.8
|
|
||
Construction in progress
|
42.4
|
|
|
30.1
|
|
||
Gross property and equipment
|
1,180.9
|
|
|
1,143.8
|
|
||
Less—Accumulated depreciation
|
(271.2
|
)
|
|
(257.7
|
)
|
||
Property and equipment, net (a)
|
$
|
909.7
|
|
|
$
|
886.1
|
|
|
Goodwill
|
||
|
(In millions)
|
||
Balance as of December 31, 2017 (a)
|
$
|
160.8
|
|
Acquisitions
|
20.4
|
|
|
Balance as of December 31, 2018 (a)
|
181.2
|
|
|
Acquisitions
|
25.9
|
|
|
Divestitures
|
(0.1
|
)
|
|
Reclassified to assets held for sale
|
(5.3
|
)
|
|
Balance as of December 31, 2019 (a)
|
$
|
201.7
|
|
(a)
|
Net of accumulated impairment losses of $537.7 million recorded prior to the year ended December 31, 2017.
|
|
Intangible Franchise Rights
|
||
|
(In millions)
|
||
Balance as of December 31, 2017
|
$
|
49.6
|
|
Acquisitions
|
19.9
|
|
|
Impairments
|
(3.7
|
)
|
|
Balance as of December 31, 2018
|
$
|
65.8
|
|
Acquisitions
|
65.3
|
|
|
Impairments
|
(7.1
|
)
|
|
Reclassified to assets held for sale
|
(2.3
|
)
|
|
Balance as of December 31, 2019
|
$
|
121.7
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Floor plan notes payable—trade (a)
|
$
|
146.5
|
|
|
$
|
125.3
|
|
Floor plan notes payable offset account
|
(16.2
|
)
|
|
(11.3
|
)
|
||
Total floor plan notes payable—trade, net
|
$
|
130.3
|
|
|
$
|
114.0
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Floor plan notes payable—new non-trade
|
$
|
773.6
|
|
|
$
|
843.0
|
|
Floor plan notes payable—used non-trade
|
—
|
|
|
30.0
|
|
||
Floor plan notes payable offset account
|
(115.9
|
)
|
|
(20.9
|
)
|
||
Total floor plan notes payable—non-trade, net
|
$
|
657.7
|
|
|
$
|
852.1
|
|
•
|
a $250.0 million revolving credit facility (the "Revolving Credit Facility") including a $50.0 million sub-limit for letters of credit;
|
•
|
a $1.04 billion new vehicle revolving floor plan facility (the "New Vehicle Floor Plan Facility"); and
|
•
|
a $160.0 million used vehicle revolving floor plan facility (the "Used Vehicle Floor Plan Facility").
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Accounts payable
|
$
|
81.7
|
|
|
$
|
81.9
|
|
Loaner vehicles notes payable (a)
|
83.9
|
|
|
87.5
|
|
||
Accrued compensation
|
30.5
|
|
|
27.6
|
|
||
Accrued finance and insurance chargebacks
|
22.9
|
|
|
23.0
|
|
||
Accrued insurance
|
25.3
|
|
|
20.9
|
|
||
Taxes payable
|
30.5
|
|
|
23.7
|
|
||
Accrued advertising
|
5.1
|
|
|
3.9
|
|
||
Accrued interest
|
6.0
|
|
|
6.6
|
|
||
Other
|
22.8
|
|
|
23.3
|
|
||
Accounts payable and accrued liabilities
|
$
|
308.7
|
|
|
$
|
298.4
|
|
|
As of December 31,
|
||||||
2019
|
|
2018
|
|||||
(In millions)
|
|||||||
6.0% Senior Subordinated Notes due 2024
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Mortgage notes payable bearing interest at fixed rates (the weighted average interest rates were 5.3% and 5.2% for the years ended December 31, 2019 and 2018, respectively)
|
100.5
|
|
|
132.2
|
|
||
2018 BofA Real Estate Facility (a)
|
88.3
|
|
|
25.7
|
|
||
2018 Wells Fargo Master Loan Facility
|
25.0
|
|
|
25.0
|
|
||
2013 BofA Real Estate Facility
|
35.5
|
|
|
40.8
|
|
||
2015 Wells Fargo Master Loan Facility (b)
|
76.8
|
|
|
83.3
|
|
||
Finance lease liability
|
17.2
|
|
|
3.1
|
|
||
Total debt outstanding
|
943.3
|
|
|
910.1
|
|
||
Add—unamortized premium on 6.0% Senior Subordinated Notes due 2024
|
5.1
|
|
|
6.0
|
|
||
Less—debt issuance costs
|
(9.0
|
)
|
|
(10.8
|
)
|
||
Long-term debt, including current portion
|
939.4
|
|
|
905.3
|
|
||
Less—current portion, net of debt issuance costs
|
(32.4
|
)
|
|
(38.8
|
)
|
||
Long-term debt
|
$
|
907.0
|
|
|
$
|
866.5
|
|
2020
|
$
|
35.7
|
|
2021
|
35.0
|
|
|
2022
|
33.2
|
|
|
2023
|
53.2
|
|
|
2024
|
648.6
|
|
|
Thereafter
|
165.7
|
|
|
Total maturities of long-term debt
|
$
|
971.4
|
|
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||
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
|
||||||||
Captive mortgages
|
|
$
|
80.8
|
|
|
$
|
182.1
|
|
|
2020-2024
|
|
$
|
111.6
|
|
|
$
|
185.5
|
|
|
2019-2024
|
Other mortgage debt
|
|
19.7
|
|
|
43.9
|
|
|
2020-2022
|
|
20.6
|
|
|
43.3
|
|
|
2020-2022
|
||||
2018 BofA Real Estate Facility (a)
|
|
88.3
|
|
|
123.6
|
|
|
2025
|
|
25.7
|
|
|
137.2
|
|
|
2025
|
||||
2018 Wells Fargo Master Loan Facility
|
|
25.0
|
|
|
113.7
|
|
|
2028
|
|
25.0
|
|
|
114.3
|
|
|
2028
|
||||
2013 BofA Real Estate Facility
|
|
35.5
|
|
|
74.6
|
|
|
2023
|
|
40.8
|
|
|
82.2
|
|
|
2023
|
||||
2015 Wells Fargo Master Loan Facility (b)
|
|
76.8
|
|
|
120.6
|
|
|
2025
|
|
83.3
|
|
|
130.2
|
|
|
2025
|
||||
Total mortgage debt
|
|
$
|
326.1
|
|
|
$
|
658.5
|
|
|
|
|
$
|
307.0
|
|
|
$
|
692.7
|
|
|
|
•
|
Share repurchases in an aggregate amount not to exceed $20.0 million in any fiscal year;
|
•
|
General restricted payments allowance of $150.0 million; and
|
•
|
Subject to our continued compliance with a minimum consolidated current ratio, a consolidated fixed charge coverage ratio and a maximum consolidated total lease adjusted leverage ratio, in each case as set out in the Indenture, restricted payments capacity additions (or subtractions if negative) equal to (i) 50% of our net income (as defined in the 2019 Senior Credit Facility and the Indenture beginning on October 1, 2014 and ending on the date of the most recently completed fiscal quarter (the "Measurement Period"), plus (ii) 100% of any cash proceeds we receive from the sale of equity interests during the Measurement Period, minus (iii) the dollar amount of share repurchases made and dividends paid on or after October 1, 2014, subject to certain exceptions.
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Carrying Value:
|
|
|
|
||||
6.0% Senior Subordinated Notes due 2024
|
$
|
598.8
|
|
|
$
|
606.0
|
|
Mortgage notes payable (a)
|
323.4
|
|
|
307.0
|
|
||
Total carrying value
|
$
|
922.2
|
|
|
$
|
913.0
|
|
|
|
|
|
||||
Fair Value:
|
|
|
|
||||
6.0% Senior Subordinated Notes due 2024
|
$
|
619.5
|
|
|
$
|
570.0
|
|
Mortgage notes payable (a)
|
364.2
|
|
|
306.7
|
|
||
Total fair value
|
$
|
983.7
|
|
|
$
|
876.7
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Other current liabilities/(assets)
|
$
|
0.9
|
|
|
$
|
(0.2
|
)
|
Other long-term liabilities/(assets)
|
2.9
|
|
|
(0.4
|
)
|
||
Total fair value
|
$
|
3.8
|
|
|
$
|
(0.6
|
)
|
For the Year Ended December 31,
|
|
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
|
||||
2019
|
|
$
|
(4.4
|
)
|
|
Other interest expense, net
|
|
$
|
—
|
|
2018
|
|
$
|
1.8
|
|
|
Swap interest expense
|
|
$
|
(0.5
|
)
|
2017
|
|
$
|
(0.1
|
)
|
|
Swap interest expense
|
|
$
|
(2.0
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
46.3
|
|
|
$
|
43.8
|
|
|
$
|
59.1
|
|
State
|
8.0
|
|
|
7.1
|
|
|
8.3
|
|
|||
Total current income tax expense
|
54.3
|
|
|
50.9
|
|
|
67.4
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
5.5
|
|
|
3.9
|
|
|
1.2
|
|
|||
State
|
(0.3
|
)
|
|
2.0
|
|
|
1.4
|
|
|||
Total deferred income tax expense
|
5.2
|
|
|
5.9
|
|
|
2.6
|
|
|||
Total income tax expense
|
$
|
59.5
|
|
|
$
|
56.8
|
|
|
$
|
70.0
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||
|
2019
|
|
%
|
|
2018
|
|
%
|
|
2017
|
|
%
|
|||||||
Income tax provision at the statutory rate
|
$
|
51.2
|
|
|
21.0
|
|
$
|
47.2
|
|
|
21.0
|
|
$
|
73.2
|
|
|
35.0
|
|
State income tax expense, net of federal benefit
|
7.8
|
|
|
3.2
|
|
8.7
|
|
|
3.9
|
|
6.4
|
|
|
3.0
|
|
|||
Non-deductible / non-tax items
|
0.6
|
|
|
0.2
|
|
0.4
|
|
|
0.2
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|||
Effect of enactment of tax reform
|
—
|
|
|
—
|
|
0.6
|
|
|
0.2
|
|
(7.9
|
)
|
|
(3.8
|
)
|
|||
Adjustments and settlements
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|||
Other, net
|
(0.1
|
)
|
|
—
|
|
(0.1
|
)
|
|
—
|
|
(0.8
|
)
|
|
(0.3
|
)
|
|||
Income tax expense
|
$
|
59.5
|
|
|
24.4
|
|
$
|
56.8
|
|
|
25.3
|
|
$
|
70.0
|
|
|
33.5
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
F&I chargeback liabilities
|
$
|
11.8
|
|
|
$
|
11.0
|
|
Other accrued liabilities
|
2.1
|
|
|
3.2
|
|
||
Stock-based compensation
|
2.2
|
|
|
2.4
|
|
||
Operating lease right-of-use assets
|
18.7
|
|
|
—
|
|
||
Other, net
|
9.0
|
|
|
3.9
|
|
||
Total deferred income tax assets
|
43.8
|
|
|
20.5
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Intangible asset amortization
|
(16.4
|
)
|
|
(12.5
|
)
|
||
Depreciation
|
(33.4
|
)
|
|
(26.4
|
)
|
||
Operating lease liabilities
|
(17.7
|
)
|
|
—
|
|
||
Other, net
|
(2.3
|
)
|
|
(3.3
|
)
|
||
Total deferred income tax liabilities
|
(69.8
|
)
|
|
(42.2
|
)
|
||
Net deferred income tax liabilities
|
$
|
(26.0
|
)
|
|
$
|
(21.7
|
)
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Accrued finance and insurance chargebacks
|
$
|
22.9
|
|
|
$
|
21.2
|
|
Deferred rent
|
—
|
|
|
4.5
|
|
||
Interest rate swap
|
2.9
|
|
|
—
|
|
||
Unclaimed property
|
2.9
|
|
|
3.3
|
|
||
Other
|
3.7
|
|
|
1.7
|
|
||
Other long-term liabilities
|
$
|
32.4
|
|
|
$
|
30.7
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Amortization of debt issuance costs
|
$
|
2.5
|
|
|
$
|
2.5
|
|
|
$
|
3.2
|
|
Loss on disposal of fixed assets
|
2.6
|
|
|
0.9
|
|
|
2.1
|
|
|||
Other individually immaterial items
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(1.0
|
)
|
|||
Other adjustments, net
|
$
|
4.8
|
|
|
$
|
3.1
|
|
|
$
|
4.3
|
|
|
|
|
|
As of
|
||
Leases
|
|
Classification
|
|
December 31, 2019
|
||
|
|
|
|
(In millions)
|
||
Assets:
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating
|
|
Operating lease right-of-use assets
|
|
$
|
65.6
|
|
Operating
|
|
Assets held for sale
|
|
6.9
|
|
|
Non-Current
|
|
|
|
|
||
Finance
|
|
Property and equipment, net
|
|
14.6
|
|
|
Total right-of-use assets
|
|
|
|
$
|
87.1
|
|
Liabilities:
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating
|
|
Current maturities of operating leases
|
|
$
|
17.0
|
|
Operating
|
|
Liabilities held for sale
|
|
4.2
|
|
|
Finance
|
|
Current maturities of long-term debt
|
|
0.6
|
|
|
Non-Current
|
|
|
|
|
||
Operating
|
|
Operating lease liabilities
|
|
52.6
|
|
|
Operating
|
|
Liabilities held for sale
|
|
2.7
|
|
|
Finance
|
|
Long-term debt
|
|
16.6
|
|
|
Total lease liabilities
|
|
|
|
$
|
93.7
|
|
|
As of
|
|
|
December 31, 2019
|
|
Weighted Average Lease Term - Operating Leases
|
5.7 years
|
|
Weighted Average Lease Term - Finance Lease
|
1.2 years
|
|
Weighted Average Discount Rate - Operating Leases
|
4.7
|
%
|
Weighted Average Discount Rate - Finance Lease
|
4.1
|
%
|
|
|
For the Year Ended December 31, 2019
|
||
|
(In millions)
|
|||
Finance lease cost (Interest)
|
|
$
|
0.7
|
|
Operating lease cost
|
|
23.3
|
|
|
Short-term lease cost
|
|
2.7
|
|
|
Variable lease cost
|
|
1.0
|
|
|
|
|
$
|
27.7
|
|
|
|
For the Year Ended December 31, 2019
|
||
|
(In millions)
|
|||
Supplemental Cash Flow:
|
|
|
||
Cash paid for amounts included in the measurements of lease liabilities
|
|
|
||
Operating cash flows from finance lease
|
|
$
|
0.7
|
|
Operating cash flows from operating leases
|
|
$
|
23.7
|
|
Financing cash flows from finance lease
|
|
$
|
0.4
|
|
Right-of-use assets obtained in exchange for new finance lease liabilities
|
|
$
|
17.7
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
|
$
|
14.4
|
|
Changes to finance lease right-of-use asset resulting from lease reassessment event
|
|
$
|
(3.1
|
)
|
|
Finance
|
|
Operating
|
||||
|
(In millions)
|
||||||
2020
|
$
|
1.3
|
|
|
$
|
24.2
|
|
2021
|
16.8
|
|
|
21.1
|
|
||
2022
|
—
|
|
|
15.7
|
|
||
2023
|
—
|
|
|
7.6
|
|
||
2024
|
—
|
|
|
3.8
|
|
||
Thereafter
|
—
|
|
|
17.4
|
|
||
Total minimum lease payments
|
$
|
18.1
|
|
|
$
|
89.8
|
|
Less: Amount of lease payments representing interest
|
(0.9
|
)
|
|
(13.3
|
)
|
||
Present value of future minimum lease payments
|
$
|
17.2
|
|
|
$
|
76.5
|
|
Less: current obligations under leases
|
(0.6
|
)
|
|
(21.2
|
)
|
||
Long-term lease obligation
|
$
|
16.6
|
|
|
$
|
55.3
|
|
|
Capital
|
|
Operating
|
||||
|
(In millions)
|
||||||
2019
|
$
|
0.4
|
|
|
$
|
22.5
|
|
2020
|
0.4
|
|
|
22.2
|
|
||
2021
|
0.4
|
|
|
19.2
|
|
||
2022
|
0.4
|
|
|
14.0
|
|
||
2023
|
0.4
|
|
|
6.0
|
|
||
Thereafter
|
2.8
|
|
|
25.5
|
|
||
Total minimum lease payments
|
$
|
4.8
|
|
|
$
|
109.4
|
|
Less: Amounts representing interest
|
(1.7
|
)
|
|
N/A
|
|
||
|
$
|
3.1
|
|
|
$
|
109.4
|
|
|
Shares
|
|
Weighted Average Grant Date
Fair Value
|
|||
Non-vested at January 1, 2019
|
205,736
|
|
|
$
|
61.28
|
|
Granted
|
134,758
|
|
|
69.67
|
|
|
Vested
|
(101,377
|
)
|
|
58.87
|
|
|
Forfeited or unearned
|
(33,827
|
)
|
|
66.49
|
|
|
Non-vested at December 31, 2019
|
205,290
|
|
|
$
|
66.92
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted average grant-date fair value of performance share units granted
|
$
|
69.67
|
|
|
$
|
68.50
|
|
|
$
|
65.65
|
|
Total fair value of performance share units vested (in millions)
|
$
|
6.0
|
|
|
$
|
6.4
|
|
|
$
|
6.5
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted average grant-date fair value of restricted stock granted
|
$
|
69.18
|
|
|
$
|
71.18
|
|
|
$
|
63.64
|
|
Total fair value of restricted stock awards vested (in millions)
|
$
|
5.1
|
|
|
$
|
5.5
|
|
|
$
|
5.3
|
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
2018:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
1,609.2
|
|
|
$
|
1,723.6
|
|
|
$
|
1,757.4
|
|
|
$
|
1,784.2
|
|
Gross profit
|
$
|
265.4
|
|
|
$
|
277.8
|
|
|
$
|
278.0
|
|
|
$
|
281.8
|
|
Net income (2)(3)(4)
|
$
|
40.1
|
|
|
$
|
43.2
|
|
|
$
|
44.3
|
|
|
$
|
40.4
|
|
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic (1)(2)(3)(4)
|
$
|
1.95
|
|
|
$
|
2.13
|
|
|
$
|
2.22
|
|
|
$
|
2.09
|
|
Diluted (1)(2)(3)(4)
|
$
|
1.93
|
|
|
$
|
2.11
|
|
|
$
|
2.18
|
|
|
$
|
2.06
|
|
2019:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
1,670.8
|
|
|
$
|
1,803.5
|
|
|
$
|
1,842.0
|
|
|
$
|
1,894.0
|
|
Gross profit
|
$
|
279.2
|
|
|
$
|
295.0
|
|
|
$
|
293.1
|
|
|
$
|
301.6
|
|
Net income (5)(6)(7)
|
$
|
40.9
|
|
|
$
|
54.9
|
|
|
$
|
45.0
|
|
|
$
|
43.6
|
|
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic (1)(5)(6)(7)
|
$
|
2.13
|
|
|
$
|
2.87
|
|
|
$
|
2.36
|
|
|
$
|
2.28
|
|
Diluted (1)(5)(6)(7)
|
$
|
2.11
|
|
|
$
|
2.84
|
|
|
$
|
2.33
|
|
|
$
|
2.26
|
|
(1)
|
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.
|
(2)
|
Results for the three months ended June 30, 2018 were increased by $0.5 million as a result of gains from legal settlements, net of tax, or $0.03 per basic and diluted share.
|
(3)
|
Results for the three months ended September 30, 2018 were decreased by $0.6 million as a result of an adjustment to the deferred tax asset related to certain components of share-based compensation, net of tax, or $0.03 per basic and diluted share.
|
(4)
|
Results for the three months ended December 31, 2018 were decreased by a $2.8 million franchise rights impairment, net of tax, or $0.14 per basic and diluted share, respectively, in the aggregate.
|
(5)
|
Results for the three months ended March 30, 2019 were decreased by $1.8 million as a result of fixed assets write-off, net of tax, or $0.09 per basic and diluted share.
|
(6)
|
Results for the three months ended June 30, 2019 were increased by $9.0 million as a result of a gain on a divested dealership and real estate, net of tax, or $0.46 per basic and diluted share.
|
(7)
|
Results for the three months ended December 31, 2019 were decreased by $5.3 million franchise rights impairment, net of tax, or $0.27 per basic and diluted share.
|
•
|
ten luxury dealerships, including one dealership scheduled to open in the first quarter of 2020;
|
•
|
an auto auction business for wholesaling used cars; and
|
•
|
a subscription service platform that offers customers access to a range of luxury vehicles for a monthly fee.
|
•
|
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 annual report on Form 10-K:
|
(1)
|
Financial Statements: See index to Consolidated Financial Statements.
|
(2)
|
Financial Statement Schedules: None required.
|
(3)
|
Exhibits required to be filed by Item 601 of Regulation S-K:
|
Exhibit
Number |
|
Description of Documents
|
|
Asset Purchase Agreement, dated December 11, 2019, by and among the identified sellers, the identified seller affiliate, the identified principal and Asbury Automotive Group, LLC
|
|
|
Real Estate Purchase Agreement, dated December 11, 2019, by and among the identified sellers and Asbury Automotive Group, LLC
|
|
|
Amended and Restated Certificate of Incorporation of Asbury Automotive Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on April 25, 2016)*
|
|
|
Bylaws of Asbury Automotive Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on April 21, 2014)*
|
|
|
Indenture, dated as of December 4, 2014, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on December 4, 2014)*
|
|
|
Form of 6.0% Senior Subordinated Note due 2024 (included as Exhibit A in Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on December 4, 2014)*
|
|
|
First Supplemental Indenture, dated as of July 29, 2015, by and among Asbury Automotive Group, Inc., Asbury Jax Ford, LLC and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)*
|
|
|
Second Supplemental Indenture, dated as of October 28, 2015, among Asbury Automotive Group, Inc., each of the guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on October 28, 2015)*
|
|
|
Third Supplemental Indenture, dated as of July 20, 2016, among Asbury Automotive Group, Inc., each of the guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016)*
|
|
|
Fourth Supplemental Indenture, dated as of February 17, 2017, among Asbury Automotive Group, Inc., Asbury IN Chev, LLC, and U.S.Bank National Association, as Trustee (incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016)*
|
|
|
Fifth Supplemental Indenture, dated as of February 5, 2018, among Asbury Automotive Group, Inc., Asbury IN Chev, LLC, and U.S.Bank National Association, as Trustee (incorporated by reference to Exhibit 4.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)*
|
|
|
Sixth Supplemental Indenture, dated as of May 30, 2018, among Asbury Automotive Group, Inc., Asbury Atlanta CHEV, LLC, Asbury Georgia TOY, LLC, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018)*
|
|
|
Seventh Supplemental Indenture, dated as of March 25, 2019, among Asbury Automotive Group, Inc., IN CBG, LLC, Asbury IN CDJ, LLC, Asbury Indy Chev, LLC, Asbury IN Ford, LLC, and U.S.Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019)*
|
|
|
Eighth Supplemental Indenture, dated as of August 14, 2019, among Asbury Automotive Group, Inc., Asbury IN TOY, LLC and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019)*
|
|
Indenture, dated as of February 19, 2020, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
|
|
|
Form of 4.50% Senior Note due 2028 (included as Exhibit A in Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
|
|
|
Indenture, dated as of February 19, 2020, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
|
|
|
Form of 4.75% Senior Note due 2030 (included as Exhibit A in Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
|
|
|
Amended and Restated 2002 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 14, 2012)*
|
|
|
2012 Equity Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on March 16, 2012)*
|
|
|
First Amendment to 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 27, 2017)*
|
|
|
Amended and Restated Key Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on May 4, 2009)*
|
|
|
Amendment No. 1 to Amended and Restated Key Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018)*
|
|
|
Form of Officer/Director Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)*
|
|
|
Employment Agreement between Asbury Automotive Group, Inc. and David W. Hult, dated as of October 23, 2014 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 23, 2014)*
|
|
|
First Amendment to Employment Agreement between Asbury Automotive Group, Inc. and David W. Hult, dated as of August 21, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 22, 2017)*
|
|
|
Termination and Separation Agreement between Asbury Automotive Group, Inc. and Craig T. Monaghan, dated as of August 21, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on August 22, 2017)*
|
|
|
Letter Agreement between Asbury Automotive Group, Inc. and Sean Goodman, dated as of May 3, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 5, 2017)*
|
|
|
Severance Pay Agreement for key employees between Asbury Automotive Group, Inc. and Sean Goodman, dated as of July 7, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)*
|
|
|
Amended and Restated Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and George A. Villasana, dated as of February 21, 2017 (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016)*
|
|
|
Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and Jed M. Milstein, dated as of February 21, 2017 (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016)*
|
|
|
Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and William F. Stax, dated as of February 21, 2017 (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016)*
|
|
|
Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and John Hartman dated January 4, 2018 (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)*
|
|
Separation Agreement and General Release between Asbury Automotive Group, Inc. and John Hartman, dated January 2, 2020.
|
|
|
Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and George C. Karolis dated July 18, 2005 (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)*
|
|
|
Form of Equity Award Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012)*
|
|
|
2019 Equity Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on March 14, 2019)*
|
|
|
Form of Equity Award Agreement under the 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019)*
|
|
|
Asbury Automotive Group, Inc. Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 23, 2017)*
|
|
|
Ford Sales and Service Agreement (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-65998, filed with the SEC on October 12, 2001)*
|
|
|
General Motors Dealer Sales and Service Agreement (incorporated by reference to Exhibit 10.14 to Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-65998, filed with the SEC on October 12, 2001)*
|
|
|
Honda Automobile Dealer Sales and Service Agreement (incorporated by reference to Exhibit 10.15 to Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-65998, filed with the SEC on October 12, 2001)*
|
|
|
Mercedes-Benz Passenger Car Dealer Agreement (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-65998, filed with the SEC on October 12, 2001)*
|
|
|
Nissan Dealer Sales and Service Agreement (incorporated by reference to Exhibit 10.17 to Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-65998, filed with the SEC on October 12, 2001)*
|
|
|
Toyota Dealer Agreement (incorporated by reference to Exhibit 10.18 to Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-65998, filed with the SEC on October 12, 2001)*
|
|
|
Credit Agreement, dated as of September 26, 2013, among Asbury Automotive Group, Inc., certain of subsidiaries of Asbury Automotive Group, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8‑K filed with the SEC on September 30, 2013)*
|
|
|
Third Amended and Restated Credit Agreement, dated as of September 25, 2019, among Asbury Automotive Group, Inc., as a Borrower, certain of its subsidiaries, as Vehicle Borrowers, Bank of America, N.A., as Administrative Agent, Revolving Swing Line Lender, New Vehicle Floorplan Swing Line Lender, Used Vehicle Floorplan 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, Mercedes-Benz Financial Services USA LLC and Toyota Motor Credit Corporation, as Co-Documentation Agents, and BofA Securities, Inc. as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2019)*
|
|
|
Third Amended and Restated Company Guaranty Agreement, dated as of September 25, 2019, between Asbury Automotive Group, Inc. and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2019)*
|
|
|
Third Amended and Restated Subsidiary Guaranty Agreement, dated as of September 25, 2019, among certain subsidiaries of Asbury Automotive Group, Inc. and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2019)*
|
|
|
Third Amended and Restated Security Agreement, dated as of September 25, 2019, among Asbury Automotive Group, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2019)*
|
|
Third Amended and Restated Escrow and Security Agreement, dated as of September 25, 2019, among Asbury Automotive Group, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2019)*
|
|
|
Third Amended and Restated Securities Pledge Agreement, dated as of September 25, 2019, among Asbury Automotive Group, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2019)*
|
|
|
First Amendment to the Third Amended and Restated Credit Agreement, dated January 31, 2020, among Asbury Automotive Group, Inc., as a borrower, certain of its subsidiaries, as Vehicle Borrowers, Bank of America, N.A., as Administrative Agent, Revolving Swing Line Lender, New Vehicle Floorplan Swing Line Lender, Used Vehicle Floorplan 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, Mercedes-Benz Financial Services USA LLC and Toyota Motor Credit Corporation, as Co-Documentation Agents, and BofA Securities, Inc. as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 3, 2020)*
|
|
|
Amended and Restated Master Loan Agreement, dated as of February 3, 2015, by and among certain subsidiaries of Asbury Automotive Group, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 4, 2015)*
|
|
|
Second Amended and Restated Unconditional Guaranty, dated as of February 3, 2015, by and between Asbury Automotive Group, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on February 4, 2015)*
|
|
|
Credit Agreement, dated as of November 13, 2018, among Asbury Automotive Group, Inc., certain subsidiaries of Asbury Automotive Group, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018)*
|
|
|
Master Loan Agreement, dated as of November 16, 2018, by and among certain subsidiaries of Asbury Automotive Group, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018)*
|
|
|
Unconditional Guaranty, dated as of November 16, 2018, between Asbury Automotive Group, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018)*
|
|
|
First Amendment to Master Loan Agreement, dated as of December 31, 2019, by and among certain subsidiaries of Asbury Automotive Group, Inc. and Wells Fargo Bank, National Association
|
|
|
Credit Agreement, dated as of February 7, 2020, by and among certain subsidiaries of Asbury Automotive Group, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 13, 2020)*
|
|
|
Amended and Restated Commitment Letter, dated as of December, 31, 2019, by and among Asbury Automotive Group, Inc., Bank of America, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Wells Fargo Bank, National Association, Santander Bank, N.A., SunTrust Robinson Humphrey, Inc., Trust Bank and U.S. Bank National Association
|
|
|
Subsidiaries of the Company
|
|
|
Consent of Ernst & Young LLP
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
Asbury Automotive Group, Inc.
|
||
|
|
|
|
|
Date:
|
March 2, 2020
|
By:
|
|
/s/ David W. Hult
|
|
|
Name:
|
|
David W. Hult
|
|
|
Title:
|
|
Chief Executive Officer and President
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ David W. Hult
|
|
Chief Executive Officer, President and Director
|
|
March 2, 2020
|
(David W. Hult)
|
|
|
|
|
|
|
|
|
|
/s/ William F. Stax
|
|
Interim Principal Financial Officer, Vice President,
|
|
March 2, 2020
|
(William F. Stax)
|
|
Controller and Chief Accounting Officer
|
|
|
|
|
|
|
|
/s/ Thomas J. Reddin
|
|
Director
|
|
March 2, 2020
|
(Thomas J. Reddin)
|
|
Non-Executive Chairman of the Board
|
|
|
|
|
|
|
|
/s/ Joel Alsfine
|
|
Director
|
|
March 2, 2020
|
(Joel Alsfine)
|
|
|
|
|
|
|
|
|
|
/s/ Thomas C. DeLoach, Jr.
|
|
Director
|
|
March 2, 2020
|
(Thomas C. DeLoach, Jr.)
|
|
|
|
|
|
|
|
|
|
/s/ Juanita T. James
|
|
Director
|
|
March 2, 2020
|
(Juanita T. James)
|
|
|
|
|
|
|
|
|
|
/s/ Eugene S. Katz
|
|
Director
|
|
March 2, 2020
|
(Eugene S. Katz)
|
|
|
|
|
|
|
|
|
|
/s/ Philip F. Maritz
|
|
Director
|
|
March 2, 2020
|
(Philip F. Maritz)
|
|
|
|
|
|
|
|
|
|
/s/ Maureen F. Morrison
|
|
Director
|
|
March 2, 2020
|
(Maureen F. Morrison)
|
|
|
|
|
|
|
|
|
|
/s/ Bridget M. Ryan-Berman
|
|
Director
|
|
March 2, 2020
|
(Bridget M. Ryan-Berman)
|
|
|
|
|
Exhibit
Number |
|
Description of Documents
|
2.1
|
|
Asset Purchase Agreement, dated December 11, 2019, by and among the identified sellers, the identified seller affiliate, the identified principal and Asbury Automotive Group, LLC
|
2.2
|
|
Real Estate Purchase Agreement, dated December 11, 2019, by and among the identified sellers and Asbury Automotive Group, LLC
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Asbury Automotive Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on April 25, 2016)*
|
3.2
|
|
Bylaws of Asbury Automotive Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on April 21, 2014)*
|
4.1
|
|
Indenture, dated as of December 4, 2014, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on December 4, 2014)*
|
4.2
|
|
Form of 6.0% Senior Subordinated Note due 2024 (included as Exhibit A in Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on December 4, 2014)*
|
4.3
|
|
First Supplemental Indenture, dated as of July 29, 2015, by and among Asbury Automotive Group, Inc., Asbury Jax Ford, LLC and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)*
|
4.4
|
|
Second Supplemental Indenture, dated as of October 28, 2015, among Asbury Automotive Group, Inc., each of the guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on October 28, 2015)*
|
4.5
|
|
Third Supplemental Indenture, dated as of July 20, 2016, among Asbury Automotive Group, Inc., each of the guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016)*
|
4.6
|
|
Fourth Supplemental Indenture, dated as of February 17, 2017, among Asbury Automotive Group, Inc., Asbury IN Chev, LLC, and U.S.Bank National Association, as Trustee (incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016)*
|
4.7
|
|
Fifth Supplemental Indenture, dated as of February 5, 2018, among Asbury Automotive Group, Inc., Asbury IN Chev, LLC, and U.S.Bank National Association, as Trustee (incorporated by reference to Exhibit 4.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)*
|
4.8
|
|
Sixth Supplemental Indenture, dated as of May 30, 2018, among Asbury Automotive Group, Inc., Asbury Atlanta CHEV, LLC, Asbury Georgia TOY, LLC, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018)*
|
4.9
|
|
Seventh Supplemental Indenture, dated as of March 25, 2019, among Asbury Automotive Group, Inc., IN CBG, LLC, Asbury IN CDJ, LLC, Asbury Indy Chev, LLC, Asbury IN Ford, LLC, and U.S.Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019)*
|
4.10
|
|
Eighth Supplemental Indenture, dated as of August 14, 2019, among Asbury Automotive Group, Inc., Asbury IN TOY, LLC and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019)*
|
4.11
|
|
Indenture, dated as of February 19, 2020, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
|
4.12
|
|
Form of 4.50% Senior Note due 2028 (included as Exhibit A in Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
|
4.13
|
|
Indenture, dated as of February 19, 2020, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
|
4.14
|
|
Form of 4.75% Senior Note due 2030 (included as Exhibit A in Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
|
10.1**
|
|
Amended and Restated 2002 Equity Incentive Plan (incorporated by reference to 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 (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on March 16, 2012)*
|
10.3**
|
|
First Amendment to 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 27, 2017)*
|
10.4**
|
|
Amended and Restated Key Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on May 4, 2009)*
|
10.5**
|
|
Amendment No. 1 to Amended and Restated Key Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018)*
|
10.6**
|
|
Form of Officer/Director Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)*
|
10.7**
|
|
Employment Agreement between Asbury Automotive Group, Inc. and David W. Hult, dated as of October 23, 2014 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 23, 2014)*
|
10.8**
|
|
First Amendment to Employment Agreement between Asbury Automotive Group, Inc. and David W. Hult, dated as of August 21, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 22, 2017)*
|
10.9**
|
|
Termination and Separation Agreement between Asbury Automotive Group, Inc. and Craig T. Monaghan, dated as of August 21, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on August 22, 2017)*
|
10.10**
|
|
Letter Agreement between Asbury Automotive Group, Inc. and Sean Goodman, dated as of May 3, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 5, 2017)*
|
10.11**
|
|
Severance Pay Agreement for key employees between Asbury Automotive Group, Inc. and Sean Goodman, dated as of July 7, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)*
|
10.12**
|
|
Amended and Restated Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and George A. Villasana, dated as of February 21, 2017 (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016)*
|
10.13**
|
|
Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and Jed M. Milstein, dated as of February 21, 2017 (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016)*
|
10.14**
|
|
Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and William F. Stax, dated as of February 21, 2017 (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016)*
|
10.15**
|
|
Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and John Hartman dated January 4, 2018 (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)*
|
10.16**
|
|
Separation Agreement and General Release between Asbury Automotive Group, Inc. and John Hartman, dated January 2, 2020.
|
10.17**
|
|
Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc. and George C. Karolis dated July 18, 2005 (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)*
|
10.18**
|
|
Form of Equity Award Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012)*
|
10.19**
|
|
2019 Equity Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on March 14, 2019)*
|
10.20**
|
|
Form of Equity Award Agreement under the 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019)*
|
10.21**
|
|
Asbury Automotive Group, Inc. Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 23, 2017)*
|
10.22
|
|
Ford Sales and Service Agreement (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-65998, filed with the SEC on October 12, 2001)*
|
10.23
|
|
General Motors Dealer Sales and Service Agreement (incorporated by reference to Exhibit 10.14 to Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-65998, filed with the SEC on October 12, 2001)*
|
10.24
|
|
Honda Automobile Dealer Sales and Service Agreement (incorporated by reference to Exhibit 10.15 to Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-65998, filed with the SEC on October 12, 2001)*
|
10.25
|
|
Mercedes-Benz Passenger Car Dealer Agreement (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-65998, filed with the SEC on October 12, 2001)*
|
10.26
|
|
Nissan Dealer Sales and Service Agreement (incorporated by reference to Exhibit 10.17 to Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-65998, filed with the SEC on October 12, 2001)*
|
10.27
|
|
Toyota Dealer Agreement (incorporated by reference to Exhibit 10.18 to Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-65998, filed with the SEC on October 12, 2001)*
|
10.28
|
|
Credit Agreement, dated as of September 26, 2013, among Asbury Automotive Group, Inc., certain of subsidiaries of Asbury Automotive Group, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8‑K filed with the SEC on September 30, 2013)*
|
10.29
|
|
Third Amended and Restated Credit Agreement, dated as of September 25, 2019, among Asbury Automotive Group, Inc., as a Borrower, certain of its subsidiaries, as Vehicle Borrowers, Bank of America, N.A., as Administrative Agent, Revolving Swing Line Lender, New Vehicle Floorplan Swing Line Lender, Used Vehicle Floorplan 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, Mercedes-Benz Financial Services USA LLC and Toyota Motor Credit Corporation, as Co-Documentation Agents, and BofA Securities, Inc. as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2019)*
|
10.30
|
|
Third Amended and Restated Company Guaranty Agreement, dated as of September 25, 2019, between Asbury Automotive Group, Inc. and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2019)*
|
10.31
|
|
Third Amended and Restated Subsidiary Guaranty Agreement, dated as of September 25, 2019, among certain subsidiaries of Asbury Automotive Group, Inc. and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2019)*
|
10.32
|
|
Third Amended and Restated Security Agreement, dated as of September 25, 2019, among Asbury Automotive Group, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2019)*
|
10.33
|
|
Third Amended and Restated Escrow and Security Agreement, dated as of September 25, 2019, among Asbury Automotive Group, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2019)*
|
10.34
|
|
Third Amended and Restated Securities Pledge Agreement, dated as of September 25, 2019, among Asbury Automotive Group, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2019)*
|
10.35
|
|
First Amendment to the Third Amended and Restated Credit Agreement, dated January 31, 2020, among Asbury Automotive Group, Inc., as a borrower, certain of its subsidiaries, as Vehicle Borrowers, Bank of America, N.A., as Administrative Agent, Revolving Swing Line Lender, New Vehicle Floorplan Swing Line Lender, Used Vehicle Floorplan 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, Mercedes-Benz Financial Services USA LLC and Toyota Motor Credit Corporation, as Co-Documentation Agents, and BofA Securities, Inc. as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 3, 2020)*
|
10.36
|
|
Amended and Restated Master Loan Agreement, dated as of February 3, 2015, by and among certain subsidiaries of Asbury Automotive Group, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 4, 2015)*
|
10.37
|
|
Second Amended and Restated Unconditional Guaranty, dated as of February 3, 2015, by and between Asbury Automotive Group, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on February 4, 2015)*
|
10.38
|
|
Credit Agreement, dated as of November 13, 2018, among Asbury Automotive Group, Inc., certain subsidiaries of Asbury Automotive Group, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018)*
|
10.39
|
|
Master Loan Agreement, dated as of November 16, 2018, by and among certain subsidiaries of Asbury Automotive Group, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018)*
|
10.40
|
|
Unconditional Guaranty, dated as of November 16, 2018, between Asbury Automotive Group, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018)*
|
10.41
|
|
First Amendment to Master Loan Agreement, dated as of December 31, 2019, by and among certain subsidiaries of Asbury Automotive Group, Inc. and Wells Fargo Bank, National Association
|
10.42
|
|
Credit Agreement, dated as of February 7, 2020, by and among certain subsidiaries of Asbury Automotive Group, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 13, 2020)*
|
10.43
|
|
Amended and Restated Commitment Letter, dated as of December, 31, 2019, by and among Asbury Automotive Group, Inc., Bank of America, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Wells Fargo Bank, National Association, Santander Bank, N.A., SunTrust Robinson Humphrey, Inc., Trust Bank and U.S. Bank National Association
|
21
|
|
Subsidiaries of the Company
|
23.1
|
|
Consent of Ernst & Young LLP
|
31.1
|
|
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
|
31.2
|
|
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
|
32.1
|
|
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
|
32.2
|
|
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
|
101.INS
|
|
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
104
|
|
The cover page from Asbury Automotive Group, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 has been formatted in Inline XBRL.
|
*
|
|
Incorporated by reference.
|
**
|
|
Management contract or compensatory plan or arrangement.
|
ARTICLE I. ASSET PURCHASE
|
1
|
|
|
|
|
1.1.
|
Asset Purchase
|
1
|
|
|
|
1.2.
|
Excluded Assets
|
4
|
|
|
|
1.3.
|
Liens and Encumbrances
|
5
|
|
|
|
1.4.
|
Purchase Price
|
5
|
|
|
|
1.5.
|
Inventory
|
6
|
|
|
|
1.6.
|
Retained Used Vehicles
|
7
|
|
|
|
1.7.
|
Post-Closing Adjustments
|
7
|
|
|
|
1.8.
|
Withholding Tax
|
7
|
|
|
|
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF PURCHASER
|
7
|
|
|
|
|
2.1.
|
Status
|
8
|
|
|
|
2.2.
|
Power and Authority
|
8
|
|
|
|
2.3.
|
Enforceability
|
8
|
|
|
|
2.4.
|
No Violation
|
8
|
|
|
|
2.5.
|
No Basis for Disapproval
|
9
|
|
|
|
2.6.
|
Framework Agreement
|
9
|
|
|
|
2.7.
|
Restricted List
|
9
|
|
|
|
2.8.
|
Condition of Purchased Assets; Other Disclaimers
|
9
|
|
|
|
2.9.
|
Proceedings.
|
10
|
|
|
|
2.10.
|
Investment Representation
|
10
|
|
|
|
2.11.
|
Financial Ability
|
10
|
|
|
|
2.12.
|
No Commissions
|
11
|
|
|
|
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE SELLERS, SELLER AFFILIATE AND PRINCIPAL
|
11
|
|
|
|
|
3.1.
|
Status
|
11
|
|
|
|
3.2.
|
Power and Authority
|
11
|
|
|
|
3.3.
|
Enforceability
|
12
|
|
|
|
3.4.
|
No Violation
|
12
|
|
|
|
3.5.
|
Litigation
|
13
|
|
|
|
3.6.
|
Financial Statements
|
13
|
|
|
|
3.7.
|
[Reserved]
|
13
|
|
|
|
3.8.
|
Environmental Matters
|
13
|
3.9.
|
Real Estate
|
15
|
|
|
|
3.10.
|
Good Title to the Purchased Assets
|
15
|
|
|
|
3.11.
|
Condition of Assets
|
15
|
|
|
|
3.12.
|
Inventories
|
15
|
|
|
|
3.13.
|
Compliance with Laws
|
16
|
|
|
|
3.14.
|
Labor and Employment Matters
|
16
|
|
|
|
3.15.
|
Employee Benefit Plans
|
16
|
|
|
|
3.16.
|
Insurance
|
17
|
|
|
|
3.17.
|
Notices from Manufacturers
|
17
|
|
|
|
3.18.
|
No Material Adverse Change
|
17
|
|
|
|
3.19.
|
Licenses and Permits
|
18
|
|
|
|
3.20.
|
Affiliate Transactions
|
18
|
|
|
|
3.21.
|
Intellectual Property
|
18
|
|
|
|
3.22.
|
Data Security Requirements
|
19
|
|
|
|
3.23.
|
Contracts
|
20
|
|
|
|
3.24.
|
Taxes
|
21
|
|
|
|
3.25.
|
Product Warranties; Incentive Programs
|
21
|
|
|
|
3.26.
|
No Commissions
|
22
|
|
|
|
ARTICLE IV. ASSIGNMENT OF CERTAIN EXECUTORY LIABILITIES
|
22
|
|
|
|
|
4.1.
|
Assumed and Excluded Liabilities
|
22
|
|
|
|
4.2.
|
Excluded Liabilities
|
23
|
|
|
|
ARTICLE V. EARNEST MONEY
|
25
|
|
|
|
|
5.1.
|
Escrow Fund
|
25
|
|
|
|
5.2.
|
Application of Earnest Money
|
25
|
|
|
|
ARTICLE VI. CONFIDENTIALITY
|
26
|
|
|
|
|
6.1.
|
Confidentiality
|
26
|
|
|
|
ARTICLE VII. CONDUCT OF BUSINESS PENDING THE CLOSING; OTHER COVENANTS
|
26
|
|
|
|
|
7.1.
|
Conduct of Business by Seller Pending the Closing
|
26
|
|
|
|
7.2.
|
Notification
|
28
|
|
|
|
7.3.
|
No Solicitation
|
28
|
|
|
|
7.4.
|
Restrictive Covenants
|
29
|
|
|
|
7.5.
|
Financial Covenants and Cooperation
|
31
|
|
|
|
|
|
|
7.6.
|
Auction Access
|
33
|
|
|
|
7.7.
|
Knowledge of Seller; Seller Knowledge Parties
|
34
|
|
|
|
7.8.
|
Real Estate Lease – Covenant
|
34
|
|
|
|
7.9.
|
Work in Progress
|
34
|
|
|
|
7.10.
|
Office Transition
|
34
|
|
|
|
7.11.
|
Certain Matters Related to Guaranty of a Real Estate Lease
|
34
|
|
|
|
7.12.
|
Representation Update Notice
|
35
|
|
|
|
7.13.
|
Terminated Assumed Contracts
|
35
|
|
|
|
7.14.
|
List of Punched Vehicles
|
35
|
|
|
|
7.15.
|
Park Place
|
36
|
|
|
|
ARTICLE VIII. TERMINATION OF THIS AGREEMENT
|
36
|
|
|
|
|
8.1.
|
Termination Events
|
36
|
|
|
|
8.2.
|
Effect of Termination; Procedures
|
37
|
|
|
|
8.3.
|
Sellers’ Remedies
|
38
|
|
|
|
8.4.
|
Purchaser’s Remedy
|
39
|
|
|
|
8.5.
|
Specific Performance
|
41
|
|
|
|
8.6.
|
Survival
|
41
|
|
|
|
ARTICLE IX. SUPPLEMENTAL AGREEMENTS
|
42
|
|
|
|
|
9.1.
|
Limitation on Assignments
|
42
|
|
|
|
9.2.
|
New Telecommunications Lines
|
42
|
|
|
|
9.3.
|
Retail Orders
|
43
|
|
|
|
9.4.
|
Allocation of Purchase Price
|
43
|
|
|
|
9.5.
|
Prorations; Capital Improvements Work
|
43
|
|
|
|
9.6.
|
Information Releases
|
44
|
|
|
|
9.7.
|
Business Records
|
44
|
|
|
|
9.8.
|
Transfer Tax
|
44
|
|
|
|
9.9.
|
Manufacturer Notification and Approval Process
|
44
|
|
|
|
9.10.
|
Post-Closing Cooperation
|
44
|
|
|
|
9.11.
|
HSR Filing
|
44
|
|
|
|
9.12.
|
Manufacturer Right of First Refusal
|
46
|
|
|
|
9.13.
|
Gramm-Leach-Bliley Act Compliance
|
46
|
|
|
|
9.14.
|
Insurance Matters
|
46
|
|
|
|
9.15.
|
Continuing Use Agreement
|
46
|
|
|
|
9.16.
|
Property Condition Assessments; Environmental Matters
|
46
|
|
|
|
9.17.
|
Luxury Showcase
|
47
|
ARTICLE X. CONDITIONS TO CLOSING
|
47
|
|
|
|
|
10.1.
|
Conditions Precedent to Obligations of Purchaser
|
47
|
|
|
|
10.2.
|
Conditions Precedent to Obligations of Sellers
|
49
|
|
|
|
ARTICLE XI. CLOSING
|
50
|
|
|
|
|
11.1.
|
Date of Closing
|
50
|
|
|
|
11.2.
|
Seller’s Actions at Closing
|
51
|
|
|
|
11.3.
|
Purchaser’s Actions at Closing
|
53
|
|
|
|
ARTICLE XII. INDEMNIFICATION; LIMITATIONS ON LIABILITY
|
54
|
|
|
|
|
12.1.
|
Purchaser’s Obligation to Indemnify
|
54
|
|
|
|
12.2.
|
Sellers’ and Seller Affiliate’s Obligation to Indemnify
|
54
|
|
|
|
12.3.
|
Procedure for Third Party Claims
|
55
|
|
|
|
12.4.
|
Procedures for Indemnification — Other Claims
|
56
|
|
|
|
12.5.
|
Survival-Limitations
|
56
|
|
|
|
12.6.
|
Limitations on Liability
|
57
|
|
|
|
12.7.
|
Escrow
|
59
|
|
|
|
12.8.
|
Exclusive Remedies
|
60
|
|
|
|
12.9.
|
Determination of Amount of Damages; Mitigation
|
61
|
|
|
|
12.10.
|
Knowledge
|
62
|
|
|
|
12.11.
|
Survival
|
62
|
|
|
|
12.12.
|
Tax Treatment of Indemnification Payments
|
62
|
|
|
|
ARTICLE XIII. PROVISIONS RESPECTING EMPLOYEES
|
62
|
|
|
|
|
13.1.
|
Dealership Employees
|
62
|
|
|
|
13.2.
|
COBRA Indemnification and Information
|
62
|
|
|
|
13.3.
|
Plant Closing Notice
|
62
|
|
|
|
13.4.
|
Excluded Employees
|
63
|
|
|
|
ARTICLE XIV. CERTAIN DEFINITIONS
|
63
|
|
|
|
|
14.1.
|
Certain Defined Terms
|
63
|
|
|
|
ARTICLE XV. GENERAL PROVISIONS
|
72
|
|
|
|
|
15.1.
|
Notices
|
72
|
|
|
|
15.2.
|
Schedules
|
73
|
|
|
|
|
|
|
15.3.
|
Governing Law; Venue; Waiver of Right to Trial by Jury
|
74
|
|
|
|
15.4.
|
Alternative Dispute Resolution
|
74
|
|
|
|
15.5.
|
Costs and Expenses
|
75
|
|
|
|
15.6.
|
Attorney’s Fees for Prevailing Party
|
75
|
|
|
|
15.7.
|
Entire Agreement
|
75
|
|
|
|
15.8.
|
Severability
|
75
|
|
|
|
15.9.
|
Amendment
|
75
|
|
|
|
15.10.
|
Binding Effect
|
75
|
|
|
|
15.11.
|
Further Instruments
|
76
|
|
|
|
15.12.
|
Construction
|
76
|
|
|
|
15.13.
|
Headings
|
76
|
|
|
|
15.14.
|
Time
|
76
|
|
|
|
15.15.
|
Rules of Construction
|
76
|
|
|
|
15.16.
|
Non-Recourse
|
77
|
|
|
|
15.17.
|
No Third Party Beneficiaries
|
77
|
|
|
|
15.18.
|
Multiple Counterparts
|
77
|
|
|
|
15.19.
|
Attorney-Client and Other Matters Regarding Communications
|
78
|
|
|
|
15.20.
|
Sellers’ Representative
|
78
|
18 Month Period
|
58
|
Action
|
65
|
Affected Properties
|
65
|
Affiliate
|
65
|
Agreement
|
1
|
Applicable Laws
|
65
|
Asbury
|
1
|
Asbury Group
|
39
|
Asset Purchase
|
1
|
Asset Purchase Price
|
6
|
Assignment and Assumption Agreement
|
53
|
Assumed Contract
|
3
|
Assumed Contracts
|
3
|
Assumed Liabilities
|
23
|
Balance Sheet Date
|
13
|
Business
|
65
|
business days
|
65
|
Business Employees
|
16
|
Cap
|
59
|
Claim
|
66
|
Closing
|
52
|
Closing Date
|
52
|
Closing Date Deadline
|
37
|
COBRA
|
66
|
Code
|
44
|
Communications
|
80
|
Compliant
|
66
|
Consent Required Contract
|
43
|
Contract
|
66
|
Controlled Group Liabilities
|
66
|
Customer Deposits
|
3
|
Customer Dispute
|
66
|
Data Protection Requirements
|
20
|
De Minimis Losses
|
59
|
Dealerships
|
67
|
Debt Commitment Letter
|
67
|
Debt Financing
|
67
|
Debt Financing Sources
|
67
|
Deductible
|
58
|
DFW Ground Lease
|
67
|
Direct Claim
|
57
|
Due Diligence Information
|
10
|
Earnest Money
|
25
|
Effective Date
|
1
|
Employee Benefit Plan
|
67
|
Environmental Laws
|
14
|
Environmental Licenses
|
14
|
ERISA
|
67
|
ERISA Affiliate
|
67
|
Escrow Agent
|
67
|
Escrow Agreement
|
53
|
Escrow Funds
|
60
|
Excluded Assets
|
4
|
Excluded Communications and Materials
|
80
|
Excluded Employees
|
68
|
Excluded Liabilities
|
23
|
Executive Offices
|
35
|
Financial Statements
|
13
|
Fixed Assets
|
2
|
Fraud
|
68
|
GAAP
|
68
|
GLB Act
|
47
|
Goodwill and Intangibles
|
4
|
Governmental Authority
|
68
|
Hazardous Substances
|
14
|
HSR Act
|
46
|
Immediate Family Member
|
68
|
Indemnified Party
|
56
|
Indemnifying Party
|
56
|
Indemnity Escrow Account
|
60
|
Indemnity Escrow Amount
|
68
|
Intellectual Property
|
19
|
Intellectual Property Assets
|
68
|
Inventory
|
7
|
Inventory Specialist
|
68
|
Key Excluded Employee
|
68
|
Knowledge of Purchaser
|
68
|
Leased Real Property
|
68
|
Liability
|
69
|
Lien
|
69
|
Lienholder
|
69
|
Loss
|
69
|
Manufacturer
|
69
|
Manufacturers
|
69
|
Marketing Period
|
69
|
Material Adverse Effect
|
70
|
Material Contracts
|
20
|
MSD
|
48
|
|
|
New Vehicles
|
2
|
Nonassigned Contract
|
43
|
Non-Compete Agreement
|
54
|
Nonconforming Parts and Accessories
|
2
|
Non-OEM Parts and Accessories
|
2
|
Non-Reimbursable Damages
|
62
|
Notices
|
14
|
Obsolete
|
70
|
OEM Parts and Accessories
|
2
|
Open Point
|
70
|
Other Owned Dealerships
|
31
|
Parts and Accessories
|
2
|
Permits
|
18, 70
|
Permitted Files and Records
|
80
|
Person
|
70
|
Personal Data
|
20
|
Post Closing Leases
|
53
|
PPCT Fleet Vehicles
|
71
|
Pre-Closing Covenants
|
71
|
Premier Collection Vehicles
|
6
|
Principal
|
71
|
Privileged Communications
|
80
|
Proceedings
|
14
|
Punched Vehicle Certificate
|
37
|
Purchase Price Allocation
|
44
|
Purchased Assets
|
1
|
Purchaser
|
71
|
Purchaser Fundamental Representations
|
71
|
Purchaser Indemnified Parties
|
71
|
Real Estate
|
15
|
Real Estate Leases
|
15
|
Real Estate Owner
|
71
|
Real Estate PSA
|
71
|
Release
|
15
|
Representation Update Notice
|
36
|
Representatives
|
71
|
Required Information
|
71
|
Respective Business
|
72
|
Retained Records
|
5
|
Retained Used Vehicles
|
2
|
Sale Event
|
72
|
Seller
|
73
|
Seller Affiliate
|
72
|
Seller Indemnified Parties
|
72
|
Seller Insurance Policies
|
47
|
Seller Knowledge Parties
|
34
|
Seller Parties
|
9
|
Seller Related Parties
|
73
|
Seller’s Employees
|
64
|
Sellers
|
73
|
Sellers Group
|
41
|
Sellers’ Express Representations
|
73
|
Sellers’ Representative
|
80
|
Sellers’ Retained Confidential Information
|
73
|
SNDA
|
73
|
Statute of Limitations Representations
|
73
|
Tax Returns
|
73
|
Taxes
|
73
|
Taxing Authority
|
74
|
Terminated Assumed Contract
|
36
|
Termination Survival Obligations
|
74
|
Third Party Claim
|
56
|
TMS/USA
|
76
|
Transaction Documents
|
74
|
Transferred Records
|
4
|
Transition Services Agreement
|
53
|
Underground Storage Tank
|
15
|
Used Vehicles
|
2
|
VIT Agreements
|
44
|
WARN
|
64
|
We Owes
|
23
|
Willful Breach
|
38
|
Work in Progress
|
3
|
|
|
If to Seller:
|
Park Place Dealerships, LLC
|
|
2021 McKinney, Suite 420
|
|
Dallas, Texas 75201
|
|
Attention: Kenneth L. Schnitzer and Rick Stone
|
|
|
with a copy to:
|
Locke Lord LLP
|
|
600 Travis Street, Suite 2800
|
|
Houston, Texas 77002
|
|
Attention: Stephen C. Jacobs, Kevin Peter and Elizabeth Genter
|
If to Purchaser:
|
c/o Asbury Automotive Group, Inc.
|
|
2905 Premiere Parkway, Suite 300
|
|
Duluth, Georgia 30097
|
|
Attention: Senior Vice President and General Counsel
|
|
|
with a copy to:
|
Hill Ward Henderson
|
|
101 E. Kennedy Blvd., Suite 3700
|
|
Tampa, Florida 33602
|
|
Attention: R. James Robbins, Jr.
|
|
|
and with a copy to:
|
Jones Day
|
|
1420 Peachtree Street, N.E., Suite 800
|
|
Atlanta, Georgia 30309
|
|
Attention: Joel May
|
|
|
|
|
||
SELLER AFFILIATE:
|
|
PRINCIPAL:
|
|||
|
|
|
|||
Park Place Motorcars Mid Cities, Ltd., a Texas limited partnership
|
|
|
|||
|
|
|
|
||
|
|
|
/s/ Kenneth L. Schnitzer
|
||
By:
|
Park Place Dealerships LLC, General Partner
|
|
Kenneth L. Schnitzer
|
||
|
|
|
|
||
By:
|
/s/ Kenneth L. Schnitzer
|
|
|
||
|
Kenneth L. Schnitzer, Chairman
|
|
|
||
|
|
|
|||
ASBURY:
|
|
|
|||
|
|
|
|||
Asbury Automotive Group L.L.C., a Delaware limited liability company
|
|
|
|||
|
|
|
|
||
By:
|
/s/ David Hult
|
|
|
||
Name:
|
David Hult
|
|
|
||
Title:
|
President & Chief Executive Officer
|
|
|
|
SELLERS’ REPRESENTATIVE:
|
|
/s/ Kenneth L. Schnitzer
|
Kenneth L. Schnitzer
|
|
|
Exhibit A -
|
Allocation of Purchase Price
|
Exhibit B -
|
VIT Agreements
|
Exhibit C-
|
Manufacturer Related Disclosures
|
Exhibit D -
|
Post-Closing Leases
|
Exhibit D-1 -
|
Parking Lot Leases
|
Exhibit E -
|
Excluded Employees
|
Exhibit F -
|
Manufacturer Dispute Resolution Procedures
|
Exhibit G -
|
CFO Certificate Form
|
|
|
Schedule 1.1(a)(vi)
|
Assumed Contracts
|
Schedule 1.2
|
Sellers’ Retained Property
|
Schedule 1.4(a)(vii)
|
Allocation for Goodwill and Intangibles
|
Schedule 2.5
|
No Basis for Disapproval
|
Schedule 2.6
|
Framework Agreement
|
Schedule 3.4
|
No Violation
|
Schedule 3.5
|
Litigation
|
Schedule 3.6
|
Financial Statements
|
Schedule 3.8(a)
|
Environmental Matters
|
Schedule 3.8(b)
|
Environmental Compliance
|
Schedule 3.8(c)
|
Environmental Licenses
|
Schedule 3.8(d)
|
Underground Storage Tanks
|
Schedule 3.8(e)
|
Environmental Reports
|
Schedule 3.10
|
Good Title To Purchased Assets
|
Schedule 3.11
|
Condition of Assets
|
Schedule 3.14(a)
|
Business Employees
|
Schedule 3.15(a)
|
Employee Benefit Plans
|
Schedule 3.15(b)
|
Complete Employee Benefit Plans
|
Schedule 3.15(d)
|
Multiple Employer Plans
|
Schedule 3.17
|
Notices from Manufacturer
|
Schedule 3.18
|
No Material Adverse Change
|
Schedule 3.20
|
Affiliate Transactions
|
Schedule 3.21
|
Intellectual Property
|
Schedule 3.23(a)
|
Material Contracts
|
Schedule 3.23(b)
|
Complete Contracts
|
Schedule 3.23(c)
|
Validity of Contracts
|
Schedule 3.24
|
Taxes
|
Schedule 3.25
|
Product Warranties; Incentive Programs
|
Schedule 7.1
|
Conduct of Business by Seller
|
Schedule 7.4
|
Other Dealerships
|
Schedule 10.1(k)
|
Purchaser Consents
|
Schedule 15.15
|
Rules of Construction
|
|
|
|
Article I
|
Incorporation of Preambles – Certain Definitions
|
1
|
|
|
|
Article II
|
Lease of Premises
|
1
|
|
|
|
Article III
|
Term and Extensions; Condition of Premises
|
1
|
|
|
|
3.1
|
Initial Term
|
1
|
3.2
|
Renewal Options
|
2
|
3.3
|
Lease Year
|
2
|
3.4
|
Condition of Premises
|
3
|
|
|
|
Article IV
|
Rent
|
4
|
|
|
|
4.1
|
Base Rent
|
4
|
4.2
|
Partial Month Rent
|
5
|
4.3
|
Terms of Payment
|
5
|
4.4
|
Additional Rent
|
5
|
4.5
|
Delinquent Sums
|
6
|
4.6
|
Rent
|
6
|
|
|
|
Article V
|
Net Lease
|
6
|
|
|
|
Article VI
|
Use
|
7
|
|
|
|
Article VII
|
No Subletting and Assignment
|
9
|
|
|
|
7.1
|
No Subletting and Assignment
|
9
|
7.2
|
Assignment by Landlord; Landlord’s Right to Mortgage
|
10
|
7.3
|
No Right to Mortgage
|
10
|
|
|
|
Article VIII
|
Quiet Enjoyment
|
11
|
|
|
|
Article IX
|
Alterations
|
11
|
|
|
|
9.1
|
Tenant’s Alterations
|
11
|
9.2
|
Method of Alterations
|
12
|
|
|
|
Article X
|
Removable Property and Equipment
|
12
|
|
|
|
10.1
|
Removable Property and Equipment
|
12
|
10.2
|
Title at Termination
|
13
|
Article XI
|
Lien or Encumbrance
|
13
|
|
|
|
11.1
|
No Liens
|
13
|
11.2
|
No Consent to Work, Lien or Encumbrance
|
14
|
|
|
|
Article XII
|
Repairs and Maintenance
|
14
|
|
|
|
12.1
|
Duty to Repair
|
14
|
12.2
|
Landlord has no Obligation to Repair
|
15
|
|
|
|
Article XIII
|
Requirements of Law; Tenant’s Rights to Contest
|
15
|
|
|
|
13.1
|
Requirements
|
15
|
13.2
|
Tenant’s Rights to Contest
|
15
|
|
|
|
Article XIV
|
Damage or Destruction
|
16
|
|
|
|
14.1
|
Obligation to Rebuild
|
16
|
14.2
|
Conduct of the Work
|
17
|
14.3
|
Application of Insurance Proceeds
|
17
|
14.4
|
No Abatement of Rent
|
18
|
14.5
|
Late Term Casualty- Right to Terminate
|
18
|
|
|
|
Article XV
|
Insurance
|
19
|
|
|
|
15.1
|
Property Insurance
|
19
|
15.2
|
Commercial General Liability Insurance
|
20
|
15.3
|
Workers’ Compensation, Employer’s Liability Insurance
|
21
|
15.4
|
Requirements of Policies
|
21
|
15.5
|
Release, Waiver of Subrogation
|
22
|
|
|
|
Article XVI
|
Indemnification of Landlord
|
22
|
|
|
|
Article XVII
|
Condemnation
|
23
|
|
|
|
17.1
|
Authority
|
23
|
17.2
|
Application of Award
|
23
|
17.3
|
Termination
|
24
|
|
|
|
Article XVIII
|
Default
|
24
|
|
|
|
18.1
|
Events of Default
|
24
|
18.2
|
Landlord’s Rights Upon Tenants Default
|
25
|
Article XIX
|
Taxes and Other Liens
|
28
|
|
|
|
19.1
|
Impositions
|
28
|
19.2
|
Tax on Tenant Additions
|
28
|
19.3
|
Exceptions
|
28
|
19.4
|
Proof of Payment
|
29
|
19.5
|
Refunds
|
29
|
19.6
|
Protest
|
29
|
|
|
|
Article XX
|
Utilities
|
29
|
|
|
|
20.1
|
Payment of Charges
|
29
|
20.2
|
Provision of Services
|
30
|
|
|
|
Article XXI
|
Holding Over
|
30
|
|
|
|
Article XXII
|
Notice
|
30
|
|
|
|
22.1
|
Notice Address
|
30
|
|
|
|
Article XXIII
|
Subordination
|
31
|
|
|
|
23.1
|
Lease Subordinate; SNDA
|
31
|
23.2
|
Attornment
|
32
|
23.3
|
Attornment to Successor
|
32
|
|
|
|
Article XXIV
|
Landlord’s Access to the Premises
|
32
|
|
|
|
Article XXV
|
Environmental Compliance
|
32
|
|
|
|
25.1
|
Definitions
|
32
|
|
|
|
Article XXVI
|
Estoppel Certificates
|
35
|
|
|
|
Article XXVII
|
Provisions of General Application
|
35
|
|
|
|
27.1
|
Interpretation
|
35
|
27.2
|
Headings
|
35
|
27.3
|
Separable
|
35
|
27.4
|
Governing Law; Venue; Time is of the Essence
|
36
|
27.5
|
No Waiver
|
36
|
27.6
|
Landlord and Tenant; Successors and Assigns
|
36
|
27.7
|
No Brokers
|
36
|
27.8
|
Attorneys’ Fees
|
37
|
27.9
|
Entire Agreement
|
37
|
27.10
|
No Joint Venture
|
37
|
27.11
|
Singular and Plural
|
37
|
27.12
|
No Merger
|
37
|
27.13
|
Waiver of Rights Under Section 93
|
37
|
27.14
|
Force Majeure
|
37
|
27.15
|
No Punitive or Consequential Damages
|
38
|
27.16
|
Jury Trial Waiver
|
38
|
27.17
|
Authority
|
38
|
27.18
|
OFAC
|
38
|
27.19
|
Limitation on Landlord Liability
|
39
|
|
|
Additional Rent
|
5
|
Adjustment Date
|
4
|
Affiliate
|
10
|
Agreement
|
1
|
Alteration
|
11
|
Alterations
|
11
|
Asbury Party
|
19
|
Base Rent
|
4
|
Buildings
|
1
|
Business Days
|
35
|
Condemnation
|
23
|
Condemnation Costs
|
23
|
Condemnation Termination Date
|
23, 24
|
control
|
10
|
County
|
1
|
CPI Based Adjustment
|
4
|
CPI Current Period
|
4
|
CPI Previous Period
|
4
|
Effective Date
|
1
|
Environmental Laws
|
32
|
Event of Default
|
24
|
Executive Order
|
38
|
Existing Encumbrances
|
7
|
Fee Mortgage
|
10
|
Fee Mortgagee
|
10
|
Force Majeure
|
37
|
Guarantor
|
39
|
Guaranty
|
39
|
Impositions
|
27
|
Improvements
|
1
|
Index
|
4
|
Initial Term
|
2
|
Insurance Proceeds
|
17
|
Insurance Requirements
|
11
|
Insurance Trustee
|
20
|
Land
|
1
|
Landlord
|
1
|
Landlord Parties
|
34
|
Landlord’s Determination
|
F-1
|
Landlord’s Initial Determination
|
F-1
|
Late Fee
|
6
|
Laws
|
15
|
Lease
|
1
|
Lease Year
|
3
|
Major Damage
|
19
|
Market Rate
|
F-2
|
Monetary Obligations
|
7
|
Negotiation Period
|
F-1
|
Net Award
|
23
|
Net Present Value
|
26
|
Notice of Intention
|
24
|
OFAC
|
38
|
Past Due Rate
|
6
|
Percent Increase
|
4
|
Permitted Transfer
|
9
|
Permitted Use
|
7
|
Permitted Violations
|
15
|
Premises
|
1
|
Prohibited Use
|
8
|
Regulated Substance(s)
|
32
|
Relevant Month
|
5
|
Removable Property and Equipment
|
12
|
Renewal Option
|
2
|
Renewal Term
|
2
|
Rent
|
6
|
Shortfall
|
18
|
Significant Condemnation
|
23
|
Significant Event of Default
|
2
|
SNDA
|
31
|
Sole Discretion Alterations
|
11
|
Tenant
|
1
|
Tenant Environmental Event
|
33
|
Tenant’s Determination
|
F-1
|
Tenant’s Renewal Notice
|
2
|
Term
|
2
|
Third Broker
|
F-1
|
Work
|
16
|
|
|
TENANT:
|
|
|
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
LANDLORD:
|
|
|
|
[insert name of Park Place entity]
|
|
|
|
By:
|
|
|
|
Name:
|
|
Title:
|
|
|
|
|
A
|
-
|
Premises
|
B
|
-
|
Form of Subordination, Non-Disturbance, and Attornment Agreement
|
C
|
-
|
Existing Encumbrances
|
D
|
-
|
Form of Memorandum of Lease
|
E
|
-
|
Form of Landlord Lien Subordination Agreement
|
F
|
-
|
Form of Guaranty
|
G
|
-
|
Market Rate
|
H
|
-
|
Condemnation Rent Adjustment
|
|
|
LANDLORD:
|
|
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
LENDER:
|
|
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
TENANT:
|
|
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
TENANT:
|
|
|
|
|
|
|
|
By:
|
|
Name
|
|
Title:
|
|
|
|
LANDLORD:
|
|
|
|
[insert name of Park Place entity]
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
THE STATE OF TEXAS
|
§
|
|
§
|
COUNTY OF ________
|
§
|
|
|
LANDLORD:
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
LENDER:
|
|
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
TENANT:
|
|
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
1.
|
Guarantor unconditionally guarantees all of the following (collectively sometimes herein called the “Guaranteed Obligations”): (i) the payment of all sums, costs, expenses, charges, payments and deposits (including, without limitation, sums payable as damages upon a default under the Lease) which are at any time payable by Tenant under the Lease (whether on their stated due dates or by acceleration or otherwise) in accordance with the Lease, and (ii) the performance of each covenant and condition of the Lease to be performed or observed by Tenant including, without limitation, all obligations of indemnification by Tenant of Landlord set forth in the Lease and all obligations and liabilities of Tenant set forth in the Lease arising out of Tenant’s default under the Lease.
|
2.
|
This Guaranty is an unconditional, irrevocable and absolute guaranty of payment and performance, and not of collection. If for any reason any provision of the Lease shall not be faithfully performed or observed by Tenant as required thereby, or if any of the monetary Guaranteed Obligations are not paid or satisfied fully as and when due under the Lease, upon demand to Guarantor therefor by Landlord Guarantor will promptly perform or observe, or cause the performance or observance of each such provision, and will immediately pay such rental or other sums, costs, expenses, damages, charges, payments or deposits to Landlord (or such other person or entity entitled thereto pursuant to the provisions of the Lease, if any) together with interest at the rate per annum of the prime rate being charged by JP Morgan Chase Bank (or its successor) on the date as of which the interest in question commences to accrue plus two percent (2%); provided, however, if such interest rate exceeds that permitted to be charged by law, then the interest rate shall be the highest rate the law shall allow at the time. Said interest shall accrue from the due date thereof to the date of payment in all cases regardless of whether Landlord shall have taken any steps to enforce any rights against Tenant and/or Guarantor or any other person to compel any such performance or observance or to collect any such rental or any other sum, cost, expense, charge, payment or deposit, or any part thereof, either pursuant to the provisions of the Lease or this Guaranty, or at law or in equity, and regardless of any other condition or contingency.
|
3.
|
Guarantor’s obligations under this Guaranty shall in no way be affected or impaired by reason of the happening from time to time of any of the following with respect either to the Lease or to this Guaranty, even without notice to or the further consent of Guarantor:
|
(a)
|
the waiver by Landlord of the performance or observance by Tenant of any provision of the Lease as a result of any course of dealing or conduct;
|
(b)
|
the extension of the time for payment by Tenant of any rental or any other sums, costs, expenses, damages, charges, payments or deposits or any part thereof, owing or payable under the Lease, or of the time for performance by Tenant of any other obligations under or arising out of or on account of the Lease or any extension, renewal, modification or amendment thereof;
|
(c)
|
the assignment, subletting or mortgaging or the purported assignment, subletting or mortgaging of all or part of Tenant’s interest in the Lease, whether or not permitted by the Lease;
|
(d)
|
the modification or amendment (whether material or otherwise) of any obligation of Tenant as set forth in the Lease;
|
(e)
|
the taking or the omitting to take any right, benefit, power or remedy referred to in the Lease;
|
(f)
|
the failure, omission or delay of Landlord to enforce, assert or exercise any right, power or remedy conferred on Landlord in the Lease or by law or in equity, or any action on the part of Landlord granting indulgence or extension in any form;
|
(g)
|
the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Tenant or any of its assets, or the disaffirmance of the Lease in any such proceeding;
|
(h)
|
the release of Tenant from performance or observance of any provision of the Lease whether by operation of law or otherwise;
|
(i)
|
the receipt and acceptance by Landlord of notes, checks or other instruments for the payment of money made by Tenant, or any extensions or renewals thereof;
|
(j)
|
the renewal, extension, amendment or modification of the Lease; or
|
(k)
|
any other cause, whether similar to or dissimilar from the foregoing except in cases in which Tenant has been excused from performance pursuant to specific and express rights granted in the Lease, but specifically not excepting cases in which Tenant has been excused from performance as a result of bankruptcy.
|
4.
|
Guarantor (a) represents and warrants to Landlord that, and stipulates and agrees that, Guarantor has received adequate consideration for entering into this Guaranty, (b) represents and warrants to Landlord that the execution of this Guaranty by Guarantor, and the performance of all of the Guarantor’s obligations, duties, liabilities and agreements under this Guaranty, will benefit the Guarantor either directly or indirectly, (c) acknowledges that Landlord is relying on Guarantor’s representations in entering into the Lease, (d) acknowledges that Guarantor has received a copy of the Lease, has examined the Lease and is familiar with all of the terms covenants and provisions contained therein, (e) agrees that Guarantor has adequate means to assess the financial creditworthiness and ability of the Tenant to perform all of the obligations, covenants and agreements imposed upon it, now or hereafter, under the Lease, and (f) acknowledges that neither Landlord nor any person representing or allegedly representing Landlord has made and representations, warranties or agreements with Guarantor in regard to the Lease or this Guaranty that are not expressly contained in this Guaranty, and Guarantor is not relying upon any representations, warranties or agreements made or allegedly made by Landlord or any person or entity representing or allegedly representing Landlord in regard to the Lease or this Guaranty that are not expressly contained in this Guaranty. Guarantor hereby expressly WAIVES notice of the breach or non-performance of any provision of the Lease and all rights of a surety under applicable law, including all rights under Rule 31 of the Texas Rules of Civil Procedure, Section 17.001 of the Texas Civil Practice and Remedies Code Chapter 43 of the
|
5.
|
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND GUARANTOR HEREBY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS IN ANY ACTION THAT LANDLORD MAY BRING TO ENFORCE THE TERMS OF THIS GUARANTY. The courts located in Dallas Harris County, Texas shall be the only proper place of venue for any suit, action or other proceeding at any time arising out of or relating to this Guaranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY SUIT OR OTHER LEGAL PROCEEDING IN REGARD TO THE ENFORCEMENT OF THIS GUARANTY.
|
6.
|
This Guaranty may not be modified, amended, released or otherwise altered except by written agreement executed by Guarantor and Landlord, and any attempted modification, amendment, release or other alteration without such written consent and agreed by Landlord shall be void and without force and effect.
|
7.
|
No waiver by Landlord of the payment by Guarantor of any of its obligations contained in this Guaranty, nor any extension of time for the payment by Guarantor of any such obligations, shall affect or impair this Guaranty or constitute a waiver or relinquishment of any rights of Landlord hereunder for the future. No action brought under this Guaranty against Guarantor and no recovery had in pursuance thereof shall be any bar or defense to any further action or recovery which may be brought or had under this Guaranty by reason of any further default or default of Tenant. If any term or provision of this Guaranty, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Guaranty, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Guaranty shall be valid and shall be enforceable to the extent permitted by law.
|
8.
|
All of the provisions of this Guaranty shall inure to the benefit of Landlord and its grantees, successors and assigns, and shall inure to the benefit of any future owner or holder of rights or interests of the landlord under the Lease, and all of the provisions of this Guaranty shall be binding upon Guarantor and Guarantor’s legal representatives, beneficiaries, trustees, owners, successors and assigns (nothing in this clause shall be deemed or interpreted as any authorization by Landlord or right in Guarantor to assign the obligations of Guarantor under this Guaranty).
|
9.
|
Each notice required or permitted to be given hereunder by Guarantor to Landlord or by Landlord to Guarantor shall be in writing, and the same shall be sufficient if delivered in person (including, without limitation, delivery by messenger or overnight delivery service), placed in the United States mail, postage prepaid, registered or certified mail, return receipt requested, or sent by telecopy or facsimile addressed to such party at the address provided for such party herein. Any notice to Landlord shall be addressed and given to Landlord at c/o _________________, 2021 McKinney, Suite 420, Dallas, Texas 75201, Attention: Kenneth L. Schnitzer, with a copy to Locke Lord LLP, 600 Travis, 27th Floor, Houston, Texas 77002, Attention: Stephen Jacobs and Elizabeth Genter. Any notice to Guarantor shall be addressed and given to Guarantor at [Guarantor’s Address]. The addresses hereinbefore stated shall be effective for all notices to the respective parties until written notice of a change in address is given pursuant to the provisions hereof. Any notice or document to be delivered, whether or not actually received, shall be deemed to be delivered upon the first to occur of (i) actual receipt by the intended recipient, (ii) three days after depositing the same in the United States Mail, certified mail, return receipt requested, with postage prepaid and properly addressed and (iii) the day attempted delivery has been made and refused as attested by the carrier.
|
10.
|
The liability of Guarantor is joint and several with Tenant and with any other guarantor of the Lease, and action, suit or other proceeding may be brought at any time against Guarantor and carried to final judgment (i) with or without making Tenant (or any other guarantor) a party thereto or notifying Tenant (or any other guarantor) thereof, or (ii) with or without first taking any action against any collateral that may at any time secure Tenant’s performance under the Lease. If there is more than one undersigned Guarantor, (a) the term “Guarantor”, as used herein, shall include all of such undersigned and each and every provisions of this Guaranty shall be binding on each and every one of the undersigned and they shall be jointly and severally liable hereunder and Landlord shall have the right to join one or all of them in any proceeding or to proceed against them in any order, and (b) this Guaranty may be executed in separate counterparts, each of which will be deemed an original, and all of which taken together will constitute one and the same instrument.
|
11.
|
An electronic copy or facsimile copy of this Guaranty bearing the signature of any Guarantor shall be binding upon such party to the same extent as an original copy of this Guaranty bearing such party’s signature.
|
12.
|
All of Landlord’s rights, powers, benefits and remedies under the Lease and this Guaranty shall be distinct, separate and cumulative and no such rights, powers, benefits and remedies shall be exclusive of or a waiver of any of the others.
|
13.
|
Without limiting or affecting Guarantor’s other obligations hereunder, Guarantor will pay to Landlord all of Landlord’s expenses incurred in enforcing this Guaranty, including but not limited to, attorneys’ fees, court costs and related expenses.
|
14.
|
Notwithstanding anything to the contrary contained in this Guaranty, Guarantor shall be liable for all interest accrued and for all amounts expended by Landlord in collecting sums due Landlord under this Guaranty and/or the Lease even though said amounts may be accrued or incurred after the expiration of the Term of this Guaranty.
|
|
|
GUARANTOR:
|
|
|
|
Asbury Automotive Group L.L.C., a Delaware limited liability company
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
THE STATE OF ______
|
§
|
|
§
|
COUNTY OF ________
|
§
|
|
|
Notary Public in and for the
|
State of ______
|
Printed Name:_______________
|
My Commission Expires: _______
|
|
(Seal)
|
1
|
Examples to follow
|
1.
|
CERTAIN DEFINITIONS
|
a.
|
Agreement means this Real Estate Purchase Agreement, as the same may hereafter be modified or amended from time to time.
|
b.
|
APA Buyer means Asbury Automotive Group, LLC, and its permitted successors and assigns under the Asset Purchase Agreement.
|
c.
|
APA Sellers is a collective reference to JRA Dealerships LP; Park Place LX of Texas, Ltd.; Park Place Motocars, Ltd.; Park Place Motocars of Fort Worth, Ltd.; Park Place RB, Ltd.; PPCT LP; PPDV, Ltd.; PPJ LLC; PPM Auction LP; PPMB Arlington LLC; PPP LP. APA Seller is a reference to any one of the APA Sellers.
|
d.
|
Asset Purchase Agreement means that certain Asset Purchase Agreement of even date herewith executed by and among the APA Sellers and the APA Buyer, as the same may hereafter be modified or amended from time to time.
|
e.
|
Business Days means any day other than a Saturday, Sunday or a holiday recognized by national banking associations in the state of Texas.
|
f.
|
Claim shall have the meaning ascribed to it in the Asset Purchase Agreement.
|
g.
|
Closing and Closing Date shall have the respective meanings ascribed to them in Section 9 of this Agreement.
|
h.
|
Construction Documents means each construction agreement, including all change orders thereto, for which there is an applicable Capital Improvements Reimbursement, which Capital Improvements Reimbursement is listed on Exhibit G or is otherwise mutually agreed to in accordance with Section 11.1.
|
i.
|
DFW Ground Lease means that certain Ground Lease Agreement for Northwest Logistics Development made by and between the Dallas / Fort Worth International Airport BOARD, as lessor, and, as lessee, PPJ Land LLC, which lease is referenced in that certain Memorandum of Lease filed for record under Document No. D216084751 of the Real Property Records of Tarrant County, Texas.
|
j.
|
Effective Date means the date first above written.
|
k.
|
Excluded Property means and refers to all of the following with respect to each Owner: (i) Protected Information (as defined below); (ii) cash and bank accounts of Owner; (iii) any and all information relating to or disclosing the costs incurred or paid by Owner (or any of its predecessors) to acquire or develop the Property, and (iii) in the case of PP Real Estate, Ltd., all right, and interest in and to, as lessor, that certain mineral lease described in instrument filed for record under Document Number D208297171 of the Real Property Records of Tarrant County, Texas
|
l.
|
Fraud shall have the meaning ascribed to it in the Asset Purchase Agreement.
|
m.
|
Limitations Representations means, collectively, (i) the REPA Representations set forth in the following sections of this Agreement: Section 7.1(a), 7.1(b), 7.1(c),7.1(d), and clause (i) of Section 7.1, and (ii) the representation of Seller set forth herein regarding brokers.
|
n.
|
Loss shall have the meaning ascribed to it in the Asset Purchase Agreement. For purposes of Seller’s indemnification obligations set forth herein, “Loss” will not include any Non-Reimbursable Damages (as defined in the Asset Purchase Agreement).
|
o.
|
Mandatory Cure Matters means, with respect to any parcel of Land, (a) the effects of any voluntary conveyances of interests in such Land made by the Owner thereof after the Effective Date that are not Permitted New Title Exceptions, (b) deed of trust liens, mortgages, liens for past due ad valorem taxes or assessments, judgment liens, federal tax liens, and any other liens (other than inchoate liens for ad valorem taxes) that secure payment of a specific sum of money caused or permitted by Seller (excluding, however, any such liens arising by, through or under Buyer), (c) other than those arising by, through or under Buyer, mechanic’s or materialman’s lien claims, (d) the termination of all leases except for the DFW Ground Lease and except for those certain mineral rights leases set forth in the Permitted Exceptions (the “Mineral Leases”), and (e) all items set forth in Schedule C of each Title Commitment (excluding, however, those that relate to, or require performance by, Buyer).
|
p.
|
Owner is defined in the Recitals.
|
q.
|
Permitted Exceptions means, with regard to each tract or parcel of Land, (a) as applicable, the respective matters described in Exhibits A-1 through and including Exhibit A-21 attached hereto, (b) each Permitted New Title Exception, and (c) any Additional Exceptions (defined below) that by the terms of this Agreement constitute Permitted Exceptions.
|
r.
|
Permitted New Title Exception means, with respect to any parcel of the Land, any utility and similar easements required by applicable governmental authorities for lawful use and occupancy of, or the provision of services to, the Improvements located on such parcel of the Land, provided that any such easement shall not have a material adverse effect on the value of the Land encumbered thereby or the use thereof for the uses being made as of the Effective Date.
|
s.
|
“Person” shall have the meaning ascribed to it in the Asset Purchase Agreement.
|
t.
|
Property is a collective reference to the land (the “Land”) described on Exhibits A-1 through and including Exhibit A-21 attached hereto, together with all of Seller’s rights, titles and interests in and to (a) all reversions, remainders, easements, rights-of-way, appurtenances, tenements, licenses, hereditaments, water rights and mineral rights appertaining to or otherwise benefiting the Land or any of the Improvements (as defined below); (b) all of Seller’s rights, titles and interests, if any, in and to any structures, facilities, fixtures and improvements now or hereafter situated on the Land (collectively, the “Improvements”); (c) all of Seller’s rights, titles and interests, if any, in and to all air rights, development rights, and similar rights or entitlements relating to or affecting the Land or the Improvements (the “Development Rights”); and (d) all of Seller’s rights, titles and interests, if any, to the extent transferable and/or assignable, in and to all licenses, permits, approvals, and certificates of occupancy relating to the zoning, land use, ownership, operation, occupancy, construction or maintenance of the Improvements running to or in favor of Seller, the Land, or the Improvements, (collectively the “Intangible Property”). In no event shall the “Property” include any of the Excluded Property.
|
u.
|
“REPA Representations” has the meaning ascribed to it in Section 7 hereof.
|
v.
|
Sellers’ Express Representations has the meaning ascribed to it in the Asset Purchase Agreement.
|
w.
|
Specific Property is a reference to a single parcel of Land, together with all Improvements thereon.
|
x.
|
Title Company shall mean Republic Title of Texas, Inc., 2626 Howell Street, 10th Floor, Dallas Texas 75204, Attention: Teresa Rodden.
|
2.
|
PURCHASE AND SALE OF THE PROPERTY
|
3.
|
TOTAL PURCHASE PRICE; ADDITIONAL CONSIDERATION
|
3.2
|
Capital Improvements Work; Additional Consideration.
|
4.
|
RELATION TO ASSET PURCHASE AGREEMENT
|
5.
|
BUYER’S INSPECTIONS
|
6.
|
TITLE AND SURVEY MATTERS
|
7.
|
SELLER’S AND BUYER’S REPRESENTATIONS
|
8.
|
CONDITIONS TO CLOSING
|
9.
|
CLOSING
|
10.
|
DEFAULTS AND FAILURE TO CLOSE
|
11.
|
CONDUCT OF BUSINESS
|
12.
|
CONDEMNATION AND DESTRUCTION
|
14.
|
GENERAL PROVISIONS
|
|
|
If to Seller:
|
Park Place Dealerships, LLC
|
|
2021 McKinney, Suite 420
|
|
Dallas, Texas 75201
|
|
Attention: Kenneth L. Schnitzer and Rick Stone
|
|
|
with a copy to:
|
Locke Lord LLP
|
|
600 Travis Street, Suite 2800
|
|
Houston, Texas 77002
|
|
Attention: Stephen C. Jacobs and Elizabeth Genter
|
|
|
If to Buyer:
|
c/o Asbury Automotive Group, Inc.
2905 Premiere Parkway, Suite 300
|
|
Duluth, Georgia 30097
|
|
Attention: Senior Vice President and General Counsel
|
|
|
with a copy to:
|
Hill Ward Henderson
101 E. Kennedy Blvd., Suite 3700
|
|
Tampa, Florida 33602
|
|
Attention: R. James Robbins, Jr.
|
|
|
and with a copy to:
|
Jones Day
|
|
1420 Peachtree Street, N.E., Suite 800
|
|
Atlanta, Georgia 30309
|
|
Attention: Joel May
|
|
|
Schedule 1
|
Purchase Price Allocation
|
Exhibit A-1 to A-21
|
Legal Description
|
Exhibit B
|
Special Warranty Deed
|
Exhibit C
|
Bill of Sale
|
Exhibit D
|
Blanket Conveyance and Assignment
|
Exhibit E
|
Non-Foreign Certificate
|
Exhibit F
|
Affidavit of Debts and Liens
|
Exhibit G
|
Capital Improvement Projects
|
SELLER:
|
||
|
||
KINGS ROAD REALTY LTD., a Texas limited partnership
|
||
By:
|
PP Land GP, LLC, a Texas limited liability company, general partner
|
|
|
|
|
|
By:
|
/s/ Kenneth L. Schnitzer
|
|
|
Kenneth L. Schnitzer, Manager
|
|
||
PP LAND HOLDINGS LP, a Texas limited partnership
|
||
By:
|
PP Land GP, LLC, a Texas limited liability company, general partner
|
|
|
|
|
|
By:
|
/s/ Kenneth L. Schnitzer
|
|
|
Kenneth L. Schnitzer, Manager
|
|
||
PPJ LAND LLC, a Texas limited liability company
|
||
By:
|
PP Land GP, LLC, a Texas limited liability company, general partner
|
|
|
|
|
|
By:
|
/s/ Kenneth L. Schnitzer
|
|
|
Kenneth L. Schnitzer, Manager
|
|
||
JLRA REALTY LP, a Texas limited partnership
|
||
By:
|
PP Land GP, LLC, a Texas limited liability company, general partner
|
|
|
|
|
|
By:
|
/s/ Kenneth L. Schnitzer
|
|
|
Kenneth L. Schnitzer, Manager
|
|
||
PPA REALTY LTD., a Texas limited partnership
|
||
By:
|
PP Land GP, LLC, a Texas limited liability company, general partner
|
|
|
|
|
|
By:
|
/s/ Kenneth L. Schnitzer
|
|
|
Kenneth L. Schnitzer, Manager
|
|
||
PP REAL ESTATE, LTD., a Texas limited partnership
|
||
By:
|
Park Place Dealerships, LLC a Texas limited liability company, sole general partner
|
|
|
|
|
|
By:
|
/s/ Kenneth L. Schnitzer
|
|
|
Kenneth L. Schnitzer, Manager
|
PPM REALTY LTD., a Texas limited partnership
|
||
By:
|
Park Place Dealerships, LLC a Texas limited
liability company, general partner
|
|
|
|
|
|
By:
|
/s/ Kenneth L. Schnitzer
|
|
|
Kenneth L. Schnitzer, Manager
|
|
||
NWH LAND LP, a Texas limited partnership
|
||
By:
|
PP Land GP, LLC, a Texas limited liability
company, sole general partner
|
|
|
|
|
|
By:
|
/s/ Kenneth L. Schnitzer
|
|
|
Kenneth L. Schnitzer, Manager
|
PPMBA REALTY LP, a Texas limited partnership
|
||
By:
|
PP Land GP, LLC, a Texas limited liability company, general partner
|
|
|
|
|
|
By:
|
/s/ Kenneth L. Schnitzer
|
|
|
Kenneth L. Schnitzer, Manager
|
|
||
350 PHELPS REALTY LP, a Texas limited partnership
|
||
By:
|
PP Land GP, LLC, a Texas limited liability company, general partner
|
|
|
|
|
|
By:
|
/s/ Kenneth L. Schnitzer
|
|
|
Kenneth L. Schnitzer, Manager
|
|
|
BUYER:
|
|
|
|
ASBURY AUTOMOTIVE GROUP LLC, a
Delaware limited liability company
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By:
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/s/ David Hult
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Name:
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David Hult
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Title:
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President & Chief Executive Officer
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Property Address
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Owner
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Purchase Price
Allocation |
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6219 Peeler Street
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Kings Road Realty Ltd.
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$
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8,000,000.00
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3515 Inwood Road
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Kings Road Realty Ltd.
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$
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7,500,000.00
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RR 620 (1 acre lot)
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PP Land Holdings LP
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$
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458,430.00
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4422 Plano Parkway (Lot 2R)
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PPJ Land LLC
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$
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8,700,000.00
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4428 Plano Parkway
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PPJ Land LLC
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$
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3,000,000.00
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13910 FM 620 North Road
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JLRA Realty LP
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$
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35,700,000.00
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5300 Lemmon Avenue
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PPA Realty Ltd.
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$
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9,900,000.00
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6262 Cedar Springs
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PPA Realty Ltd.
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$
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5,200,000.00
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6214 Cedar Springs
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PPA Realty Ltd.
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$
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9,900,000.00
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5601 Bryant Irvin Road
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PP Real Estate, Ltd.
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$
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20,000,000.00
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5760 Bryant Irvin Road
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PP Real Estate, Ltd.
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$
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12,500,000.00
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5751 Bryant Irvin Road
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PP Real Estate, Ltd.
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$
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4,500,000.00
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6120 Peeler Street
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PPM Realty Ltd.
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$
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10,900,000.00
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3316 Atwell Street
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PPM Realty Ltd.
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$
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4,500,000.00
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3333 Atwell Street
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PPM Realty Ltd.
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$
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2,400,000.00
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2425 Northwest Highway
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NWH Land LP
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7,800,00.00
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4201 Beltway Place
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PPMBA Realty LP
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$
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32,000,000.00
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350 Phelps Drive
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350 Phelps Realty LP
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$
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7,800,000.00
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1300 East State Highway 114
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PPJ Land LLC (Leasehold Estate)
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$
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25,200,000.00
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1.
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Easement granted by The Massey-Harris Company to the City of Dallas, filed 03/24/1947, recorded in Volume 2801, Page 240, Real Property Records, Dallas County, Texas.
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2.
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Easement granted by Kings Road Realty, Ltd., a Texas limited partnership to the City of Dallas, filed 01/14/2009, recorded in cc# 200900012391, Real Property Records, Dallas County, Texas.
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3.
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Easement granted by Kings Road Realty, Ltd., a Texas limited partnership to the City of Dallas, filed 01/14/2009, recorded in cc# 200900012392, Real Property Records, Dallas County, Texas.
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4.
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Terms, provisions, and conditions of Remote Parking Agreement filed 06/23/2015, recorded in cc# 201500163378, Real Property Records, Dallas County, Texas.
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5.
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The following easements and/or building lines, as shown on plat recorded incc# 201200278262, Real Property Records, Dallas County, Texas:
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6.
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Terms, provisions, and conditions of Easement Encroachment Letter filed 03/16/2017, recorded in cc# 201700075652, Real Property Records, Dallas County, Texas.
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1.
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Restrictive covenants described in instrument filed 04/28/2004, recorded in Volume 2004083, Page 9356, Real Property Records, Dallas County, Texas.
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2.
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Easement granted by Grady Brown to the City of Dallas, filed 05/18/1948, recorded in Volume 2979, Page 231, Real Property Records, Dallas County, Texas.
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3.
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Easement granted by Carl C. Weichsel to the City of Dallas, filed 06/10/1941, recorded in Volume 2287, Page 113, Real Property Records, Dallas County, Texas. As affected by Partial Abandonment in City of Dallas Ordinance No. 26911, filed 09/26/2007, recorded in cc# 20070347227, Real Property Records Dallas County, Texas.
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4.
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Easement granted by Jack E. Pratt to Trustees of TI Employees Pension Trust, filed 01/25/1966, recorded in Volume 743, Page 1828, Real Property Records, Dallas County, Texas.
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5.
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Easement granted by Cooper Weichsel et al to the City of Dallas, filed 02/08/1949, recorded in Volume 3090, Page 423, Real Property Records, Dallas County, Texas.
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6.
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Easement granted by Jack E. Pratt to Dallas Power & Light Company, a Texas corporation and Southwestern Bell Telephone Company, a Missouri corporation, filed 05/13/1966, recorded in Volume 821, Page 1893, Real Property Records, Dallas County, Texas.
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7.
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Sewer lines and appurtenances thereto as evidenced by City of Dallas Sewer Plats, Sheet(s) F-9.
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8.
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Easement reserved by the City of Dallas in Warranty Deed filed 10/06/1953, recorded in Volume 3927, Page 363, Real Property Records Dallas County, Texas.
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1.
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Electric lines and systems and telephone lines and easement granted to the City of Austin, by instrument dated September 21, 1959, recorded in Volume 434, Page 658 of the Deed Records of Williamson County, Texas.
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2.
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Electric lines and systems and telephone lines easement granted to the City of Austin, by instrument dated April 10, 1990, recorded in Volume 1898, Page 545 of the Official Records of Williamson County, Texas.
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1.
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Easement granted by Van K. Daves, et al, to the City of Plano, filed 10/11/1983, recorded in Volume 1751, Page 813, Real Property Records, Collin County, Texas, as shown on Plat recorded in Volume L, Page 124, Map Records, Collin County, Texas.
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2.
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INTENTIONALLY DELETED.
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3.
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The following easements and/or building lines, as shown on plat recorded in Volume 2011, Page 253, Map Records, Collin County, Texas:
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1.
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Title to all coal, water rights, lignite, oil, gas and other minerals in, under and that may be produced from the land, together with all rights, privileges, and immunities relating thereto, all of such interest, to the extent not previously reserved or conveyed, being reserved or conveyed in instrument filed 12/09/2013, recorded in cc# 20131209001620890, Real Property Records, Tarrant County, Texas. (Affects Tract 1)
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2.
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INTENTIONALLY DELETED.
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3.
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The following easements and/or building lines, as shown on plat filed 03/16/2016, recorded in Volume 2016, Page 185, Map Records, Collin County, Texas:
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4.
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Terms, provisions, conditions, easements, and obligations, contained in Construction, Easement and Cost-Sharing Agreement, filed 05/06/2016, recorded in cc# 20160506000558200, Real Property Records, Collin County, Texas. Amended by First Amendment filed 09/22/2016, recorded in cc# 20160922001272920, Real Property Records, Collin County, Texas, and Second Amendment filed 04/25/2017, recorded in cc# 20170425000525480, Real Property Records, Collin County, Texas. (Affects Tracts 1 and 2)
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5.
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INTENTIONALLY DELETED
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6.
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INTENTIONALLY DELETED.
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1.
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Restrictions contained in instrument recorded in Volume 592, Page 825, Real Property Records, Williamson County, Texas, and in Volume 874, Page 873 of the Real Property Records, Williamson County, Texas. (AFFECTS TRACTS 1, 2 AND 3 ONLY).
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2.
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Restrictions contained in instrument recorded under Document No. 9827866, Official Public Records, Williams County, Texas; and as affected by Partial Release recorded under Document No. 2016120567, Official Public Records, Williamson County, Texas. (AFFECTS TRACTS 1, 2 AND 3 ONLY).
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3.
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Restrictions and other matters contained in instrument recorded under Document No. 9831667, and Document No. 2005004651, Official Public Records, Williamson County, Texas. (AFFECTS TRACTS 1 AND 2 ONLY).
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4.
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Restrictions contained in instrument recorded under Document No. 9831669, and Document No. 2005004651, Official Public Records, Williamson County, Texas. (AFFECTS TRACTS 2 AND 3 ONLY).
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5.
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Restrictions (including building setback lines) contained in instrument recorded under Document No. 2001083134, as affected by Amendment to Declaration recorded under Document No. 2016108789, Official Public Records, Williamson County, Texas. (AFFECTS TRACTS 1, 2 AND 3 ONLY).
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6.
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Restrictions, easements and other matters contained in plats recorded in Cabinet E, Slides 93-95, and recorded under Document No. 2015037649, Official Public Records, Williamson County, Texas. (AFFECTS TRACTS 1 AND 3 ONLY).
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7.
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Restrictions contained in plat recorded in Cabinet P, Slides 291-292, Official Public Records, Williamson County, Texas. (AFFECTS TRACTS 2 AND 3 ONLY).
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8.
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Restrictions contained in instrument recorded under Document No. 2017061344, Official Public Records, Williams County, Texas; and as affected by instruments recorded under Document Nos. 2018032412, and 2018065824, Official Public Records, Williamson County, Texas. (AFFECTS TRACT 3 ONLY).
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9.
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INTENTIONALLY DELETED.
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10.
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Access limitations as reserved in Deed recorded under Document No. 2002061380 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACT 1 ONLY)
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11.
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INTENTIONALLY DELETED.
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12.
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INTENTIONALLY DELETED.
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13.
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Water and wastewater line easement granted to the City of Austin, by instrument dated December 20, 2005, recorded under Document No. 2005102639 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACTS 1 AND 3 ONLY)
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14.
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The terms, conditions and stipulations set out in that certain Joint Use Access Easement dated November 30, 2004, recorded under Document No. 2004093457 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACTS 1 AND 3 ONLY)
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15.
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1/4th royalty interest in all oil, gas and other minerals conveyed by Ivean C. Pearson and wife, Pauline Pearson in instrument recorded in Volume 408, Page 318 of the Deed Records of Williamson County, Texas. Said mineral estate not traced further herein. (AFFECTS TRACTS 1, 2 AND 3 ONLY)
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16.
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Water and wastewater line easement granted to the City of Austin, by instrument dated March 18, 2005, recorded under Document No. 2005020696 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACTS 1 AND 3 ONLY)
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17.
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Electric and telecommunications easement 15 feet in width along the western property line(s), and aerial easement 15 feet in width along the southern property line(s) as shown by the Plat(s) recorded under Document No(s). 2015037649 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACT 1 ONLY)
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18.
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The terms, conditions and stipulations of that certain Development Escrow Agreement dated June 12, 2015, as evidenced by Memorandum of Development Escrow Agreement recorded under Document No. 2015049681 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACTS 1 AND 3 ONLY)
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19.
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Water lines easement granted to City of Austin, Texas, by instrument dated December 21, 2015, recorded under Document No. 2016005306 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACT 1 ONLY)
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20.
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Public utility and C.O.A. electric easement 10 feet in width along the Parmer Lane property line(s), as shown by the Plat(s) recorded in Cabinet P, Slide 291-292 of the Plat Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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21.
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Public utility and C.O.A. electric easement 10 feet in width along the south property line(s), as shown by the Plat(s) recorded in Cabinet P, Slide 291-292 of the Plat Records of Williamson County, Texas. (AFFECTS TRACT 2 ONLY)
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22.
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Aerial electric easement 5 feet in width along the Parmer Lane property line(s), as shown by the Plat(s) recorded in Cabinet AA, Slide 41-42 of the Plat Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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23.
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Water and wastewater easement 20 feet in width along the Parmer Lane property line(s), as shown by the Plat(s) recorded in Cabinet AA, Slide 41-42 of the Plat Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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24.
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Water and wastewater easement 10 feet in width traversing eastern portion of subject property, as shown by the Plat(s) recorded in Cabinet AA, Slide 41-42 of the Plat Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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25.
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Public utility easement 10 feet in width along all R.O.W. property line(s), as stated by the Plat(s) recorded in Cabinet AA, Slide 41-42 of the Plat Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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26.
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The terms, conditions and stipulations of that certain Notice Concerning Construction of Subdivision Improvements dated April 14, 1998, recorded under Document No. 9819065 of the Official Records of Williamson County, Texas. (AFFECTS TRACTS 2 AND 3 ONLY)
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27.
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The terms, conditions and stipulations set out in that certain Lease Agreement dated May 15, 1998, executed by and between Par 620, Ltd., as Lessor(s) and The Southland Corporation, as Lessee(s), evidenced by Memorandum of Lease recorded under Document No. 9827867 of the Official Records of Williamson County, Texas, further conveyed by Deeds recorded under Document No(s). 2001004558, 2001088237 and 2005054657 of the Official Public Records of Williamson County, Texas, and including the purchase option set out therein. (AFFECTS TRACT 3 ONLY)
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28.
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Wastewater line easement granted to the City of Austin, by instrument dated December 1, 2004, recorded under Document No. 2004093455 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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29.
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Terms, conditions and stipulations of that certain Edwards Aquifer Protection Plan approved April 9, 2005, evidenced by Affidavit recorded under Document No. 2005082736 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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30.
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The terms, conditions and stipulations of that certain Declaration of Access Easement and Restrictions dated January 31, 2006, recorded under Document No. 2006007772 of the Official Public Records of Williamson County, Texas, further affected by Assignment of Easement Rights recorded under Document No. 2015049682 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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31.
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Electric utility easement granted to the City of Austin, by instrument dated January 12, 2006, recorded under Document No. 2006010039 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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32.
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Electric utility easement granted to the City of Austin, by instrument dated August 3, 2007, recorded under Document No. 2007068501 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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33.
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Water lines easement granted to the City of Austin, Texas, by instrument dated October 7, 2015, recorded under Document No. 2015110601 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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34.
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Drainage easement granted to the City of Austin, Texas, by instrument dated October 7, 2015, recorded under Document No. 2015110602 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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35.
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The terms, conditions and stipulations of that certain Declaration of Easements and Restrictive Covenants Regarding the Maintenance of Drainage Facilities dated October 7, 2015, recorded under Document No. 2015110604 of the Official Public Records of Williamson County, Texas. (Easements not on Tract 1) (AFFECTS TRACT 3 ONLY)
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36.
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The terms, conditions and stipulations of that certain Public Utility and Private Drainage Lines Easement with Required Maintenance of the Private Drainage Lines dated October 7, 2015, recorded under Document No. 2015110606 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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37.
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Electric utility easement granted to the City of Austin, by instrument dated May 3, 2016, recorded under Document No. 2016042853 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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38.
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Subject to all definitions, easements, covenants, limitations, conditions, rights, privileges, obligations, liabilities, and all other terms and provisions of that certain Declaration of Condominium Regime for Parmer Crossing Condominiums, recorded under Document No. 2017061344 of the Official Public Records, and First Amendment recorded under Document No. 2018032412 of the Official Public Records of Williamson County, Texas and Second Amendment recorded under Document No. 2018065824 of the Official Public Records of Williamson County, Texas. (AFFECTS TRACT 3 ONLY)
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39.
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INTENTIONALLY DELETED.
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40.
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Subject property lies within the boundaries of Upper Brushy Creek Water Control and Improvement District. (AFFECTS TRACTS 1, 2 AND 3 ONLY)
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41.
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INTENTIONALLY DELETED.
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42.
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Water lines easement granted to City of Austin, Texas, by instrument recorded November 2, 2018, under Document No. 2018097878 of the Official Public Records of Williamson County, Texas. (TRACT 1)
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43.
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The terms, conditions and stipulations of that certain Sidewalk, Trail, and Recreational Easement with Required Maintenance dated November 2, 2018, recorded under Document No. 2018097920 of the Official Public Records of Williamson County, Texas.
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44.
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Electric utility easement granted to City of Austin, by instrument dated June 18, 2019, recorded under Document No. 2019058127 of the Official Public Records of Williamson County, Texas. (TRACT 1)
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1.
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Restrictive covenants described in instrument filed 05/02/1939, recorded in Volume 2138, Page 19, Real Property Records, Dallas County, Texas.
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Property 3 Kings Road Realty-6219 Peeler
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1
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Exhibit A to Real Estate Purchase Agreement
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1.
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INTENTIONALLY DELETED.
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2.
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INTENTIONALLY DELETED.
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3.
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Terms, provisions, and conditions of Ordinance No. 26239, filed 04/12/2006, recorded in cc# 200600133394, Real Property Records, Dallas County, Texas.
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4.
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Easement granted by Continental Motors Corporation to the City of Dallas, filed 06/02/1966, recorded in Volume 834, Page 898, Real Property Records, Dallas County, Texas.
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5.
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Mineral estate and interest in coal, lignite oil, gas and other minerals together with all rights, privileges and immunities thereto described in instrument filed 06/29/2001, recorded in Volume 2001227, Page 5590, Real Property Records, Dallas County, Texas. (Affects Tract 2)
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6.
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Easements, reservations, restrictions and covenants, including sign pole easement, visibility easement and access easement, reserved and set out in Annex B of Special Warranty Deed dated 06/26/2006, from Prescott Interests, Ltd. to Kings Road Realty, Ltd., filed 06/29/2006, recorded under cc# 200600237848, Real Property Records, Dallas County, Texas. Assigned to Prescott Interests Billboards, Ltd. by instrument filed 04/15/2019, recorded in cc# 201900093227, Real Property Records, Dallas County, Texas.
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7.
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Terms, provisions, conditions, and obligations contained in Declaration of Private Drainage Easement, filed 02/27/2017, recorded in cc# 201700056879, Real Property Records, Dallas County, Texas.
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1.
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Easement granted by National Industries Corporation to Dallas Power & Light Company and Southwestern Bell Telephone Company, filed 04/25/1949, recorded in Volume 3122, Page 106, Real Property Records, Dallas County, Texas.
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2.
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Easement granted by George W. Sumers to the City of Dallas, filed 12/09/1965, recorded in Volume 712, Page 1749, Real Property Records, Dallas County, Texas.
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3.
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Terms, provisions, and conditions of City of Dallas Ordinance No. 29203, filed 01/23/2014, recorded in cc# 201400016313, Real Property Records, Dallas County, Texas.
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4.
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Terms, provisions, and conditions of Declaration of Private Drainage Easement, filed 02/27/2017, recorded in cc# 201700056879, Real Property Records, Dallas County, Texas.
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5.
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The following easements and/or building lines, as shown on plat recorded in cc# 201900180815, Real Property Records, Dallas County, Texas:
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1.
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Restrictive covenants described in instrument filed 03/05/1999, recorded in Volume 13692, Page 226, Real Property Records, Tarrant County, Texas.
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2.
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Restrictive covenants described in instrument filed 09/25/2003, recorded in Volume 17238, Page 313, Real Property Records, Tarrant County, Texas.
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3.
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Restrictive covenants, easements and other matters described in instrument filed 12/28/1984, recorded in Volume 8046, Page 252, Real Property Records, Tarrant County, Texas. Affected by Final Judgment filed 10/24/1997, recorded in Volume 12954, Page 150, Real Property Records, Tarrant County, Texas. Affidavit of Amendment filed 10/19/1999, recorded in Volume 14060, Page 468, Real Property Records, Tarrant County, Texas. Third Amendment filed 04/24/2007, recorded under cc# D207140913, Real Property Records, Tarrant County, Texas.
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4.
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Restrictive covenants described in instrument filed 09/27/2003, recorded in Volume 16006, Page 238, Real Property Records, Tarrant County, Texas.
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5.
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Restrictive covenants, easements and other matters described in instrument filed 05/19/2004, recorded in cc# D204154784, Real Property Records, Tarrant County, Texas.
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6.
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INTENTIONALLY DELETED.
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7.
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INTENTIONALLY DELETED.
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8.
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Easement granted by PP Real Estate, Ltd. to the City of Fort Worth, Texas, filed 07/27/2005, recorded in cc# D205217842, Real Property Records, Tarrant County, Texas.
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9.
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Easement granted by Park Place Motor Cars to TXU Electric Delivery Company, a Texas corporation, filed 10/14/2005, recorded in cc# D205308581, Real Property Records, Tarrant County, Texas.
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10.
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Easement granted by The Hills Joint Venture I, et al to the City of Fort Worth, filed 01/04/1985, recorded in Volume 8050, Page 1113, Real Property Records, Tarrant County, Texas, as shown on plat filed 08/13/2004, recorded in Cabinet A, Slide 9485, Plat Records, Tarrant County, Texas.
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11.
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15’ sanitary sewer easement, and all terms, provisions and conditions incident thereto, created pursuant to Easement Agreement filed 01/05/1994, recorded in Volume 11397, Page 549, Real Property Records of Tarrant County, Texas; as affected by Agreement filed 03/21/1994, recorded in Volume 11500, Page 1970, Real Property Records, Tarrant County, Texas; as shown on plat filed 08/13/2004, recorded in Cabinet A, Slide 9485, Plat Records, Tarrant County, Texas.
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12.
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The following easements and/or building lines, as shown on plat recorded in Cabinet A, Slide 9485, Plat Records, Tarrant County, Texas:
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13.
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Mineral lease, and all rights incident thereto, to Vargas Energy, Ltd., a limited partnership from PP Real Estate, Ltd., a Texas limited partnership described in instrument filed 07/30/2008, cc# D208297171, Real Property Records of Tarrant County, Texas. Surface waiver contained therein.
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1.
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Restrictive covenants, assessments, building setback lines contained in Declaration of Restrictive Covenants recorded in Volume 8046, Page 252, Real Property Records, Tarrant County, Texas, as amended by Final Judgment filed 10/24/1997, recorded in Volume 12954, Page 150, Real Property Records, Tarrant County, Texas, Affidavit of Amendment filed 10/19/1999, recorded in Volume 1406Q, Page 468, Real Property Records, Tarrant County, Texas, Third Amendment to Declaration of Restrictive. Covenants filed 04/24/2007, recorded in cc# D207140913, Real Property Records, Tarrant County, Texas, and Affidavit of Amendment filed 04/24/2007, recorded in cc# D207140912, Real Property Records, Tarrant County, Texas.
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2.
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Restrictive covenants contained in Declaration of Restrictions and Easements recorded in Volume 16213, Page 253, Real Property Records, Tarrant County, Texas, as amended by First Amendment filed 04/30/2012, recorded in cc# D212102413, Real Property Records, Tarrant County, Texas.
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3.
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Restrictive covenants contained in Declaration of Restrictions and Easements recorded in Volume 15945, Page 197, Real Property Records, Tarrant County, Texas.
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4.
|
10’ zoning buffer setback, and 15’ sanitary sewer and water easement, as shown on plat recorded in Cabinet A, Slide 10216, Plat Records, Tarrant County, Texas.
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5.
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Easement granted by The Hills Joints Venture III to Texas Electric Service Company, filed 11/11/1985, recorded in Volume 8368, Page 1913, Real Property Records, Tarrant County, Texas.
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6.
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Easement granted by Legacy Capital Partners, Ltd. to Metro Exterior Wash 2001, Ltd., filed 07/28/2003, recorded in Volume 16983, Page 48, Real Property Records, Tarrant County, Texas, as amended by First Amendment filed 04/03/2012, recorded in cc# D212102413, Real Property Records, Tarrant County, Texas.
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7.
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Terms, provisions, conditions, and easements contained in Declaration of Restrictive Covenants filed 12/28/1984, recorded in Volume 8046, Page 252, Real Property Records, Tarrant County, Texas, as amended by Final Judgment filed 10/24/1997, recorded in Volume 12954, Page 150, Real Property Records, Tarrant County, Texas, Affidavit of Amendment filed 10/19/1999, recorded in Volume 14060, Page 468, Real Property Records, Tarrant County, Texas, Third Amendment to Declaration of Restrictive Covenants filed 04/24/2007, recorded in cc# D207140913, Real Property Records, Tarrant County, Texas, and Affidavit of Amendment filed 04/24/2007, recorded in cc# D207140912, Real Property Records, Tarrant County, Texas.
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8.
|
Terms, provisions and conditions of Access Easement Agreement filed 04/01/2003, recorded in Volume 16537, Page 153, Real Property Records, Tarrant County, Texas.
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9.
|
Mineral lease together with all rights, privileges and immunities incident thereto, to Vargas Energy, Ltd, from Parkway Development Partners, L.P, described in instrument filed 09/13/2007, recorded in cc# D207327707, Real Property Records, Tarrant County, Texas.
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10.
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Easement granted by PP Real Estate, Ltd. to Oncor Electric Delivery Company LLC, filed 08/27/2014, recorded in cc# D214187552, Real Property Records, Tarrant County, Texas.
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11.
|
Terms, provisions, and conditions of Storm Water Facility Maintenance Agreement filed 09/22/2014, recorded in cc# D214207385, Real Property Records, Tarrant County, Texas.
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1.
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Restrictive covenants, easements and other matters described in instrument filed 12/28/1984, recorded in Volume 8046, Page 252, Real Property Records, Tarrant County, Texas.
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2.
|
INTENTIONALLY DELETED.
|
3.
|
Easement granted by The Hills Joint Venture III, to Texas Electric Service Company, filed 09/16/1986, recorded in Volume 8686, Page 2065, Real Property Records, Tarrant County, Texas.
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4.
|
Easement granted by SDC Land Partners, Ltd., to the City of Fort Worth, filed 11/19/1990, recorded in Volume 10100, Page 2056, Real Property Records, Tarrant County, Texas.
|
5.
|
Easement granted by All Saints Health Systems to the City of Fort Worth, filed 05/31/1995, recorded in Volume 11979, Page 2008, Real Property Records, Tarrant County, Texas.
|
6.
|
Easement granted by All Saints Health Systems to the City of Fort Worth, filed 08/04/1995, recorded in Volume 12053, Page 410, Real Property Records, Tarrant County, Texas.
|
7.
|
Easement granted by All Saints Episcopal Hospital/Fort Worth to Southwest Bell Telephone Company, filed 12/01/1995, recorded in Volume 12183, Page 684, Real Property Records, Tarrant County, Texas.
|
8.
|
Mineral lease, together with all rights privileges and immunities incident thereto, to XTO Energy, Inc., from Baylor All Saints Medical Center, as evidenced by Memorandum of Oil and Gas Lease, filed 01/06/2010, recorded in cc# D210003257, Real Property Records, Tarrant County, Texas.
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9.
|
Terms, provisions, and conditions of Cross Access Easement Agreement, filed 04/05/2011, recorded in cc# D211080329, Real Property Records, Tarrant County, Texas. As affected by Amendment filed 01/11/2012, recorded in cc# D212007342, Real Property Records, Tarrant County, Texas. As affected by Agreement Regarding Cross Access Easement Agreement and Unified Sign Agreement filed 05/15/2014, recorded in cc# D214099696, Real Property Records, Tarrant County, Texas. As affected by Second Amendment filed 10/06/2014, recorded in cc# D214219553, Real Property Records, Tarrant County, Texas.
|
10.
|
Terms, provisions, and conditions of Unified Sign Agreement, filed 08/17/2012, recorded in cc# D212201534, Real Property Records, Tarrant County, Texas. As affected by Agreement Regarding Cross Access Easement Agreement and Unified Sign Agreement filed 05/15/2014, recorded in cc# D214099696, Real Property Records, Tarrant County, Texas.
|
11.
|
Mineral estate and interest in coal, lignite oil, gas and other minerals together with all rights, privileges and immunities thereto described in instrument filed 07/17/2013, recorded in cc# D213185139, Real Property Records, Tarrant County, Texas.
|
12.
|
The following easements and/or building lines, as shown on plat recorded in cc# D214106764, Real Property Records, Tarrant County, Texas:
|
1.
|
Easement granted by Carl C. Weichsel, et al, to Dallas Power & Light Company and Southwestern Bell Telephone Company, filed 06/14/1948, recorded in Volume 2992, Page 205, Real Property Records, Dallas County, Texas.
|
2.
|
Easement granted by Cars-DB4, L.P., to the City of Dallas, filed 09/11/2008, recorded in cc# 20080295278, Real Property Records, Dallas County, Texas.
|
3.
|
Easement granted by Carl C. Weichsel, et al, to the City of Dallas, filed 06/30/1948, recorded in Volume 2999, Page 52, Real Property Records, Dallas County, Texas, and as shown on City of Dallas Sewer Map F-9.
|
4.
|
Easement granted by PPM Specialists, Ltd., to Austin Coca-Cola Bottling Company, Inc., filed 04/18/1994, recorded in Volume 94074, Page 4695, Real Property Records, Dallas County, Texas.
|
5.
|
Terms, provisions, and conditions of Unity Agreement, by and between Austin Coca-Cola Bottling Company and PPM Specialists, Ltd., filed 04/18/1994, recorded in Volume 94074, Page 4703, Real Property Records, Dallas County, Texas.
|
6.
|
INTENTIONALLY DELETED.
|
1.
|
Easement granted by Titche-Goettinger Company, Inc., to Dallas Power & Light Company, filed 12/04/1957, recorded in Volume 4808, Page 297, Real Property Records, Dallas County, Texas.
|
2.
|
Terms, provisions, and conditions contained in City of Dallas Ordinance No. 19618, passed 07/29/1987, a certified copy of which was filed 11/23/1987, recorded in Volume 87227, Page 233, Real Property Records, Dallas County, Texas.
|
3.
|
INTENTIONALLY DELETED.
|
1.
|
Easement granted by Kathryn Currin to the City of Dallas, filed 10/27/1950, recorded in Volume 3399, Page 618, Real Property Records, Dallas County, Texas, and as shown on plat recorded in Volume 84238, Page 5351, Map Records, Dallas County, Texas.
|
2.
|
Easement granted by Hines/Northwest Venture, et al, to the City of Dallas, filed 12/28/1984, recorded in Volume 84252, Page 2946, Real Property Records, Dallas County, Texas.
|
3.
|
Terms, provisions, conditions, and easement contained in Easement Agreement by Connell Development Co., dated 01/16/1986, recorded in Volume 86013, Page 2583, Real Property Records, Dallas County, Texas.
|
4.
|
Terms, provisions, and conditions of City of Dallas Ordinance No. 29489 filed 10/31/2014, recorded in cc# 201400279288, Real Property Records, Dallas County, Texas.
|
5.
|
Voluntary Cleanup Program Final Certificate of Completion filed 07/10/2019, recorded in cc# 201900178084, Real Property Records, Dallas County, Texas.
|
6.
|
INTENTIONALLY DELETED.
|
1.
|
Restrictive covenants described in instrument recorded in filed 07/26/1983, recorded in Volume 7567, Page 1938, Real Property Records, Tarrant County, Texas. Modification recorded in Volume 7713, Page 366, Real Property Records, Tarrant County, Texas. Amendment recorded in Volume 7713, Page 378, Real Property Records, Tarrant County, Texas. Modification recorded in Volume 7713, Page 381, Real Property Records, Tarrant County, Texas. Affidavit of Resignation filed 10/11/2005, recorded in cc# D205303289, Real Property Records, Tarrant County, Texas. Affidavit of Resignation filed 10/11/2005, recorded in cc# D205303290, Real Property Records, Tarrant County, Texas. Affidavit of Resignation filed 10/11/2005, recorded in cc# D205303291, Real Property Records, Tarrant County, Texas. Affidavit of Resignation filed 10/11/2005, recorded in cc# D205303292, Real Property Records, Tarrant County, Texas. Second Amendment filed 12/05/2005, recorded in cc# D205361599, Real Property Records, Tarrant County, Texas. Amendment of Covenants filed 04/12/2010, recorded in cc# D210082119, Real Property Records, Tarrant County, Texas.
|
2.
|
The following easements and/or building lines, as shown on plat filed 04/28/2014, recorded in cc# D214084804, Real Property Records, Tarrant County, Texas:
|
3.
|
Easement granted by Binkley - Richardson, Inc., to Texas Electric Service Company, filed 01/04/1984, recorded in Volume 7707, Page 646, Real Property Records, Tarrant County, Texas.
|
4.
|
Easement granted by Westway Development Joint Venture to Texas Electric Service Company, filed 09/03/1985, recorded in Volume 8295, Page 2101, Real Property Records, Tarrant County, Texas.
|
5.
|
Easement granted by Louis Land Company, Ltd., to the City of Arlington, filed 12/02/2003, recorded in Volume 17439, Page 23, Real Property Records, Tarrant County, Texas.
|
6.
|
Easement granted by Louis Land Company, Ltd., to the City of Arlington, filed 12/02/2003, recorded in Volume 17439, Page 26, Real Property Records, Tarrant County, Texas.
|
7.
|
Title to all coal, lignite, oil, gas and other minerals in, under and that may be produced from the land, together with all rights, privileges, and immunities relating thereto, all of such interest, to the extent not previously reserved or conveyed being described in instrument filed 06/28/2013, recorded in cc# D213167559, Real Property Records, Tarrant County, Texas.
|
8.
|
Mineral lease, together with all rights privileges and immunities incident thereto, to Chesapeake Exploration, L.L.C., as Lessee, from Louis Land Co., Ltd., as Lessor, as evidenced by Memorandum, filed 01/04/2008, recorded in cc# D208004621, Real Property Records, Tarrant County, Texas. Notice of Lease Extension filed 04/09/2009, recorded in cc# D209094868, Real Property Records, Tarrant County, Texas.
|
9.
|
Easement granted by Louis Land Company, Ltd., a Texas limited partnership, to the City of Arlington, filed 12/02/2003, recorded in Volume 17439, Page 25, Real Property Records, Tarrant County, Texas.
|
10.
|
Easement granted by PPMBA Realty, Ltd., to the City of Arlington, filed 06/13/2014, recorded in cc# D214123825, Real Property Records, Tarrant County, Texas.
|
11.
|
Easement granted by PPMBA Realty, Ltd., to the City of Arlington, filed 06/13/2014, recorded in cc# D214123826, Real Property Records, Tarrant County, Texas.
|
12.
|
Easement granted by PPMBA Realty, Ltd., to the City of Arlington, filed 06/17/2014, recorded in cc# D214126911, Real Property Records, Tarrant County, Texas.
|
13.
|
Easement granted by PPMBA Realty, LP, a Texas limited partnership, to Oncor Electric Delivery Company, LLC, filed 04/30/2015, recorded in cc# D215088510, Real Property Records, Tarrant County, Texas.
|
1.
|
Restrictive covenants contained in Declaration filed 08/22/1973, recorded in Volume 73166, Page 1001, Real Property Records of Dallas County, Texas; Correction to Declaration recorded in Volume 77154, Page 1096, Real Property Records, Dallas County, Texas. Second Correction to Declaration recorded in Volume 79122, Page 749, Real Property Records, Dallas County, Texas. Third Correction to Declaration recorded in Volume 82071, Page 3244, Real Property Records, Dallas County, Texas. Statement of Lien Priority recorded in Volume 84213, Page 2741, Real Property Records, Dallas County, Texas. Corrected Assignment and Transfer of Rights under Declaration recorded in Volume 92041, Page 446, Real Property Records, Dallas County, Texas. Secretary’s Certificate as to ACC Standards filed 09/30/2005, recorded in cc# 200503527191, Real Property Records, Dallas County, Texas. Assignment of Declarant’s Rights filed 12/27/2005, recorded in cc# 20050341275, Real Property Records, Dallas County, Texas. Certificate of Architectural Control Standards filed 12/29/2011, recorded in cc# 201100338880, Real Property Records, Dallas County, Texas.
|
2.
|
Terms, provisions, conditions, easements, and obligations contained in Declaration-Las Colinas Area I, Dallas County, Texas, filed 08/22/1973, recorded in Volume 73166, Page 1001, Real Property Records, Dallas County, Texas, as corrected and supplemented.
|
3.
|
Terms and conditions of Ordinance No. 71-100, entitled Airport Zoning Ordinance of the Dallas-Fort Worth Regional Airport, filed 09/03/1982, recorded in Volume 82173, Page 178, Real Property Records, Dallas County, Texas.
|
4.
|
Aviation Release contained on Plat recorded in Volume 82139, Page 953, Map Records, Dallas County, Texas.
|
5.
|
The following easements and/or building lines, as shown on plat recorded in Volume 82139, Page 953, Map Records, Dallas County, Texas:
|
6.
|
Terms, provisions, conditions, and easements contained in Maintenance and Access Easement, granted by CP Properties Partners, to Las Colinas USAA Limited Partnership, filed 08/26/1993, recorded in Volume 93167, Page 639, Real Property Records, Dallas County, Texas.
|
7.
|
Assessments and liens contained in Declaration-Las Colinas Area I, Dallas County, Texas, filed 08/22/1973, recorded in Volume 73166, Page 1001, Real Property Records, Dallas County, Texas, as corrected and supplemented.
|
8.
|
INTENTIONALLY DELETED
|
1.
|
Terms, provisions, and conditions of the Ground Lease Agreement between Dallas/Fort Worth International Airport Board, as landlord, and PPJ Land LLC, as tenant, with an Effective Date of 04/15/2016 as evidenced by Memorandum of Lease filed 04/25/2016, recorded in cc# D216084751, Real Property Records, Tarrant County, Texas.
|
2.
|
Terms and conditions of Ordinance No. 71-100, entitled Airport Zoning Ordinance of the Dallas-Fort Worth Regional Airport, filed 09/01/1982, recorded in Volume 7349, Page 1106, Real Property Records, Tarrant County, Texas.
|
3.
|
Easement granted by Metroplace Corporation, to the City of Grapevine, filed 09/15/1983, recorded in Volume 7616, Page 1056, Real Property Records, Tarrant County, Texas.
|
4.
|
Limited or lack of access to road or highway abutting subject property as set forth in Instrument filed 12/30/2010, recorded in cc # D210321735, Real Property Records, Tarrant County, Texas.
|
5.
|
Mineral lease together with all rights, privileges and immunities incident thereto, to Chesapeake Exploration Limited Partnership, from Dallas/Fort Worth International Airport Board and the City of Dallas and the City of Fort Worth, described in instrument filed 10/11/2006, recorded in cc# D206319462, Real Property Records, Tarrant County, Texas, Amended by Lease Amendment evidenced by Memorandum filed 05/22/2012, recorded in cc#D212122508, Real Property Records, Tarrant County, Texas, and Memorandum of Amendment of Oil and Gas Lease, filed 09/06/2017, recorded in cc# D217206948, Real Property Records, Tarrant County, Texas. Declaration of Pooled Unit filed 08/22/2007, recorded in cc# D207298104, Real Property Records, Tarrant County, Texas. Notice of Force Majeure of Oil Gas and Mineral Lease filed 12/30/2015, recorded in cc # D215289906, Real Property Records, Tarrant County, Texas.
|
6.
|
INTENTIONALLY DELETED
|
|
Notary Public in and for the State of Texas
|
Printed Name: _______________________
|
My commission expires: _______________
|
|
|
SELLER:
|
[insert signature block of applicable Seller]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);
|
2.
|
Seller’s U.S. employer identification number is _______________; and
|
3.
|
Seller is not a “disregarded entity” (as such term is defined in the Internal Revenue Code and Income Tax Regulations).
|
4.
|
Seller’s office address is 2021 McKinney, Suite 420, Dallas, Texas 75201.
|
|
[insert signature block of applicable Seller]
|
a Texas corporation
|
1.
|
Except as disclosed to the title company reflected below or in other instruments to which the title company is a party, there are no unpaid debts for the purchase of plumbing fixtures, water heaters, floor furnaces, air conditioners, radio or television antennae, carpeting, rugs, lawn sprinkling systems, venetian blinds, window shades, draperies, electric appliances, fences, street paving, or any personal property or fixtures that are located on the Property described above, and no such items have been purchased on time payment contracts, and there are no security interests on such Property secured by financing statements, security agreements or otherwise except costs associated with ongoing and recurring maintenance and operation of the Property.
|
2.
|
There are no loans or liens (including Federal or State Liens and Judgment Liens) of any kind on such property except loans being extinguished concurrent with the closing of the sale of the property.
|
3.
|
All labor and material used in the construction of improvements on the above described property have been paid for and there are now no unpaid labor or material claims against the improvements or the Property upon which same are situated.
|
4.
|
There are no leases (whether oral or written) encumbering the Property.
|
5.
|
No proceedings in bankruptcy or receivership have been instituted by or against Owner, and Owner has never made an assignment for the benefit of creditors.
|
6.
|
Affiant recognizes that but for making of the hereinabove statements relative to the Property, neither Republic Title of Texas, Inc. Title Company nor Fidelity Title Insurance Company (collectively, “Title Company”) would issue its owner policy of title insurance (“Owner Policy”) on the Property in favor of ____________________, and that such statements have been made as an inducement for such issuance.
|
|
|
AFFIANT:
|
|
|
|
|
|
Printed Name: , in
|
|
his capacity as of
_________________________________ |
|
|
COUNTY OF §
|
|
§
|
|
STATE OF §
|
|
|
|
|
Notary Public, State of
|
|
|
|
|
|
|
|
|
|
|
|
Entities
|
|
|
|
|
||
Project Name
|
Scope of Work
|
|
|
Hard Costs
|
Soft Costs
|
Fixed Assets
|
Total Project
Costs |
|
|
|
Dealership
|
Land Company
|
|
|
|
|
|
JLR DFW Warehouse Expansion
|
General Construction to convert vacant warehouse space to support make ready operations for JLR DFW (excludes Paint Booth Equipment estimated at $170,000)
|
PPJ LLC
|
PPJ Land LLC
|
463,791
|
73,500
|
113,000
|
650,291
|
|
EV Readiness – MB Arlington
|
Install conduit, electrical power, and charging equipment for EV vehicles
|
PPMB Arlington LLC
|
PPMBA Realty LP
|
108,000
|
17,000
|
25,000
|
150,000
|
|
EV Readiness – MB Dallas
|
Install conduit, electrical power, and charging equipment for EV vehicles
|
Park Place Motorcars, Ltd.
|
n/a (CARS Lease property)
|
140,000
|
10,000
|
35,000
|
185,000
|
|
EV Readiness – MB Fort Worth
|
Install conduit, electrical power, and charging equipment for EV vehicles
|
Park Place Motorcars Fort Worth, Ltd.
|
PP Real Estate, Ltd.
|
129,000
|
11,000
|
25,000
|
165,000
|
|
Premier Service Refresh
|
Refurbish Service Advisor and Shop areas including new walls, glazing, flooring, internal/external paint & equipment
|
Park Place RB, Ltd
|
NWH Land LP
|
635,000
|
40,000
|
520,000
|
1,195,000
|
|
Sprinter Dealership
|
Renovate existing buildings at 3316 and 3333 Atwell to facility guidelines for Sprinter
|
Park Place Motorcars, Ltd.
|
PPM Realty, Ltd.
|
2,825,000
|
175,000
|
250,000
|
3,250,000
|
(c)
|
Effective as of 11:59 p.m. on the Separation Date:
|
(i)
|
Employee's employment by any member of the Company Group;
|
(v)
|
the Severance Pay Agreement or any documents ancillary thereto; or
|
EMPLOYEE:
|
|
ON BEHALF OF ASBURY
|
|
|
|
AUTOMOTIVE GROUP, INC.:
|
|
|
|
|
|
|
|
|
|
/s/ John Hartman
|
|
/s/ Jed Milstein
|
|
John Hartman
|
|
Jed Milstein
|
|
|
|
Senior Vice President,
|
|
|
|
Chief Human Resources Officer
|
|
|
|
|
|
|
|
|
|
January 3, 2020
|
|
January 2, 2020
|
|
Date
|
|
Date
|
|
Properties 1, 2, 3, 4, 10, 11 and 12
|
ATLANTA REAL ESTATE HOLDINGS L.L.C., a Delaware limited liability company
By: /s/ Matthew Pettoni
Name: Matthew Pettoni
Title: Treasurer
|
Property 5
|
ASBURY JAX FORD, LLC, a Delaware limited liability company
By: /s/ Matthew Pettoni
Name: Matthew Pettoni
Title: Treasurer
|
Property 6
|
COGGIN CARS L.L.C., a Delaware limited liability company
By: /s/ Matthew Pettoni
Name: Matthew Pettoni
Title: Treasurer
|
Property 13
|
WTY MOTORS, L.P., a Delaware limited partnership
By: Asbury Tampa Management L.L.C., its general partner
By: /s/ Matthew Pettoni
Name: Matthew Pettoni
Title: Treasurer
|
Property 14
|
Q AUTOMOTIVE BRANDON FL, LLC, a Delaware limited liability company
By: /s/ Matthew Pettoni
Name: Matthew Pettoni
Title: Treasurer
|
|
Property 7
|
ASBURY ST. LOUIS M L.L.C., a Delaware limited liability company
By: /s/ Matthew Pettoni
Name: Matthew Pettoni
Title: Treasurer
|
|
|
|
|
Property 9
|
ASBURY ATLANTA CHEV, LLC, a Delaware limited liability company
By: /s/ Matthew Pettoni
Name: Matthew Pettoni
Title: Treasurer
|
|
Property 8
|
ASBURY GEORGIA TOY, LLC, a Delaware limited liability company
By: /s/ Matthew Pettoni
Name: Matthew Pettoni
Title: Treasurer
Accepted in Winston-Salem, North Carolina:
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By: /s/ Chad McNeill
Name: Chad McNeill
Title: Senior Vice President
|
BANK OF AMERICA, N.A.
BOFA SECURITIES, INC.
One Bryant Park
New York, New York 10036
|
JPMORGAN CHASE BANK, N.A.
383 Madison Avenue
New York, NY 10179 |
WELLS FARGO SECURITIES, LLC
WELLS FARGO BANK, NATIONAL ASSOCIATION
550 S. Tryon Street
Charlotte, North Carolina 28202
|
SANTANDER BANK, N.A.
45 East 53rd Street,
New York, New York 10022
|
SUNTRUST ROBINSON HUMPHREY, INC.
TRUIST BANK 303 Peachtree Street
Atlanta, GA 30308
|
U.S. BANK NATIONAL ASSOCIATION
461 Fifth Avenue, 7th Floor New York, New York 10017
|
Entity Name
|
|
Domestic State
|
|
Foreign Qualification
|
AF 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 Arlington MB, LLC
|
|
DE
|
|
TX
|
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 CHEV, LLC
|
|
DE
|
|
GA
|
Asbury Atlanta Chevrolet L.L.C.
|
|
DE
|
|
|
Asbury Atlanta Ford, LLC
|
|
DE
|
|
GA
|
Asbury Atlanta Hon L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta Hund 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 K L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta Lex L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta Nis II, LLC
|
|
DE
|
|
GA
|
Asbury Atlanta Nis L.L.C.
|
|
DE
|
|
GA
|
Asbury Atlanta Toy 2 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 Austin JLR, LLC
|
|
DE
|
|
TX
|
Asbury Automotive Arkansas Dealership Holdings L.L.C.
|
|
DE
|
|
AR, MS
|
Asbury Automotive Arkansas L.L.C.
|
|
DE
|
|
AR, MS
|
Asbury Automotive Atlanta II L.L.C.
|
|
DE
|
|
GA
|
Asbury Automotive Atlanta 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, FL
|
Asbury Automotive Jacksonville GP L.L.C.
|
|
DE
|
|
FL
|
Asbury Automotive Jacksonville, L.P.
|
|
DE
|
|
FL
|
Asbury Automotive Management L.L.C.
|
|
DE
|
|
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, VA
|
Asbury Automotive North Carolina Management L.L.C.
|
|
DE
|
|
NC
|
Asbury Automotive North Carolina Real Estate Holdings L.L.C.
|
|
DE
|
|
NC, SC, VA
|
Asbury Automotive Oregon L.L.C.
|
|
DE
|
|
|
Asbury Automotive Southern California L.L.C.
|
|
DE
|
|
|
Asbury Automotive St. Louis II L.L.C.
|
|
DE
|
|
MO
|
Asbury Automotive St. Louis, 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 Automotive West, LLC
|
|
DE
|
|
|
Asbury CH MOTORS L.L.C.
|
|
DE
|
|
FL
|
Asbury CO CDJR, LLC
|
|
DE
|
|
CO
|
Asbury CO SUB, LLC
|
|
DE
|
|
CO
|
Asbury Dallas BEN, LLC
|
|
DE
|
|
TX
|
Asbury Dallas KAR, LLC
|
|
DE
|
|
TX
|
Asbury Dallas MAS, LLC
|
|
DE
|
|
TX
|
Asbury Dallas MB, LLC
|
|
DE
|
|
TX
|
Asbury Dallas MCL, LLC
|
|
DE
|
|
TX
|
Asbury Dallas POR, LLC
|
|
DE
|
|
TX
|
Asbury Dallas RR, LLC
|
|
DE
|
|
TX
|
Asbury Dallas VOL, LLC
|
|
DE
|
|
TX
|
Asbury Deland Hund, LLC
|
|
DE
|
|
FL
|
Asbury Deland Imports 2, L.L.C.
|
|
DE
|
|
FL
|
Asbury DFW JLR, LLC
|
|
DE
|
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TX
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Asbury Fort Worth MB, LLC
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DE
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TX
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Asbury Fresno Imports L.L.C.
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DE
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Asbury Ft. Worth Ford, LLC
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|
DE
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TX
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Asbury Georgia TOY, LLC
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DE
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GA
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Asbury Grapevine LEX, LLC
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DE
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TX
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Asbury IN CBG, LLC
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DE
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IN
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Asbury IN CDJ, LLC
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|
DE
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IN
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Asbury In Chev, LLC
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|
DE
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IN
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Asbury In Ford, LLC
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|
DE
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IN
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Asbury In Hon, LLC
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|
DE
|
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IN
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Asbury IN TOY, LLC
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|
DE
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IN
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Asbury Indy Chev, LLC
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DE
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IN
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Asbury Jax AC, LLC
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DE
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FL
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Asbury Jax Ford, LLC
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|
DE
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FL
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Asbury Jax Holdings, L.P.
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DE
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FL
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Asbury Jax Hon L.L.C.
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DE
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FL
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Asbury Jax K L.L.C.
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DE
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FL
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Asbury Jax Management L.L.C.
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DE
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FL
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Asbury Jax VW L.L.C.
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DE
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FL
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Asbury Management Services, LLC
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DE
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AZ, AR, FL, GA, IN, MS, MO, NC, OH, PA, SC, TN, TX, VA
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Asbury MS CHEV L.L.C.
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DE
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IN, MS
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Asbury MS Gray-Daniels L.L.C.
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DE
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MS
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Asbury No Cal Niss L.L.C.
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DE
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Asbury Plano LEX, LLC
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DE
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TX
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Asbury Sacramento Imports L.L.C.
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DE
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Asbury SC JPV L.L.C.
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DE
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SC
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Asbury SC Lex L.L.C.
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DE
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SC
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Asbury SC Toy L.L.C.
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DE
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SC
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Asbury So Cal DC L.L.C.
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DE
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|
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Asbury So Cal Hon L.L.C.
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DE
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|
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Asbury So Cal Niss L.L.C.
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DE
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|
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Asbury South Carolina Real Estate Holdings L.L.C.
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DE
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SC
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Asbury St. Louis Cadillac L.L.C.
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DE
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MO
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Asbury St. Louis FSKR, L.L.C.
|
|
DE
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|
MO
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Asbury St. Louis Lex L.L.C.
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DE
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MO
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Asbury St. Louis LR L.L.C.
|
|
DE
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MO
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Asbury St. Louis M L.L.C.
|
|
DE
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MO
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Asbury Tampa Management L.L.C.
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DE
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FL
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Asbury Texas D FSKR, L.L.C.
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|
DE
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TX
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Asbury Texas H FSKR, L.L.C.
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|
DE
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TX
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Asbury TX Auction, LLC
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|
DE
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TX
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Asbury-Deland Imports, L.L.C.
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|
DE
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|
FL
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Atlanta Real Estate Holdings L.L.C.
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DE
|
|
GA
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Avenues Motors, Ltd.
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FL
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|
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Bayway Financial Services, L.P.
|
|
DE
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FL
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BFP Motors L.L.C.
|
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DE
|
|
FL
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C & O Properties, Ltd.
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FL
|
|
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Camco Finance II L.L.C.
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|
DE
|
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NC, SC, VA
|
CFP Motors L.L.C.
|
|
DE
|
|
FL
|
CH Motors L.L.C.
|
|
DE
|
|
FL
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CHO Partnership, Ltd.
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|
FL
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|
|
CK Chevrolet L.L.C.
|
|
DE
|
|
FL
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CK Motors LLC
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|
DE
|
|
FL
|
CN Motors L.L.C.
|
|
DE
|
|
FL
|
Coggin Automotive Corp.
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|
FL
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|
|
Coggin Cars L.L.C.
|
|
DE
|
|
FL
|
Coggin Chevrolet L.L.C.
|
|
DE
|
|
FL
|
Coggin Management, L.P.
|
|
DE
|
|
FL
|
CP-GMC Motors L.L.C.
|
|
DE
|
|
FL
|
Crown Acura/Nissan, LLC
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NC
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|
|
Crown CHH L.L.C.
|
|
DE
|
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NC
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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
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|
NC
|
|
|
Crown Motorcar Company L.L.C.
|
|
DE
|
|
VA
|
Crown PBM L.L.C.
|
|
DE
|
|
|
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.
|
|
DE
|
|
FL
|
HFP Motors L.L.C.
|
|
DE
|
|
FL
|
JC Dealer Systems, LLC
|
|
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
|
McDavid Plano-Acra, L.L.C.
|
|
DE
|
|
TX
|
Mid-Atlantic Automotive Services, L.L.C.
|
|
DE
|
|
NC, SC, VA
|
Mississippi Automotive Services, L.L.C.
|
|
DE
|
|
MS
|
Missouri Automotive Services, L.L.C.
|
|
DE
|
|
MO
|
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
|
Q Automotive Brandon FL, LLC
|
|
DE
|
|
FL
|
Q Automotive Cumming GA, LLC
|
|
DE
|
|
GA
|
Q Automotive Ft. Myers FL, LLC
|
|
DE
|
|
FL
|
Q Automotive Group L.L.C.
|
|
DE
|
|
FL
|
Q Automotive Holiday FL, LLC
|
|
DE
|
|
FL
|
Q Automotive Jacksonville FL, LLC
|
|
DE
|
|
FL
|
Q Automotive Kennesaw GA, LLC
|
|
DE
|
|
GA
|
Q Automotive Orlando FL, LLC
|
|
DE
|
|
FL
|
Q Automotive Tampa FL, LLC
|
|
DE
|
|
FL
|
Southern Atlantic Automotive Services, L.L.C.
|
|
DE
|
|
GA, SC
|
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. 333-231518) of Asbury Automotive Group, Inc.,
|
2)
|
Registration Statement (Form S-8 No. 333-221146) of Asbury Automotive Group, Inc.,
|
3)
|
Registration Statement (Form S-8 No. 333-165136) of Asbury Automotive Group, Inc.,
|
4)
|
Registration Statement (Form S-8 No. 333-105450) of Asbury Automotive Group, Inc.,
|
5)
|
Registration Statement (Form S-8 No. 333-115402) of Asbury Automotive Group, Inc.,
|
6)
|
Registration Statement (Form S-8 No. 333-84646) of Asbury Automotive Group, Inc.; and
|
7)
|
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;
|
(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/ David W. Hult
|
|
David W. Hult
Chief Executive Officer
March 2, 2020
|
|
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;
|
(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/ William F. Stax
|
|
William F. Stax
Interim Principal Financial Officer March 2, 2020 |
|
(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/ David W. Hult
|
|
David W. Hult
Chief Executive Officer
March 2, 2020
|
|
(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/ William F. Stax
|
|
William F. Stax
Interim Principal Financial Officer
March 2, 2020
|
|