UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

x       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006

OR

o        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

For the transition period from                        to                        

Commission file number: 001-31262


ASBURY AUTOMOTIVE GROUP, INC.
(Exact name of Registrant as specified in its charter)

 

Delaware

01-0609375

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

622 Third Avenue, 37th Floor

 

New York, New York

10017

(Address of principal executive offices)

(Zip Code)

 

(212) 885-2500
(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ý   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer  o                          Accelerated Filer  ý                          Non-Accelerated Filer  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  o    No  ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: The number of shares of common stock outstanding as of May 5, 2006, was 33,053,611 (net of 1,586,587 treasury shares).

 




ASBURY AUTOMOTIVE GROUP, INC.
INDEX

PART I — Financial Information

Page

 

 

 

Item 1.

Condensed Consolidated Financial Statements (unaudited)

 

 

Condensed Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005

3

 

Condensed Consolidated Statements of Income for the Three Months Ended
March 31, 2006 and 2005

4

 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2006 and 2005

5

 

Notes to Condensed Consolidated Financial Statements

6

 

Report of Independent Registered Public Accounting Firm

22

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

37

Item 4.

Controls and Procedures

38

 

 

 

PART II — Other Information

 

 

 

 

Item 6.

Exhibits

39

 

Signatures

40

 

Index to Exhibits

41

 

2




PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

ASBURY AUTOMOTIVE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)

 

 

 

March 31,
2006

 

December 31,
2005

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

59,874

 

$

57,194

 

Contracts-in-transit

 

98,958

 

122,250

 

Restricted investments

 

 

913

 

Accounts receivable (net of allowance of $982 and $1,216, respectively)

 

151,670

 

167,203

 

Inventories

 

776,679

 

709,791

 

Deferred income taxes

 

19,825

 

19,825

 

Prepaid and other current assets

 

61,528

 

56,506

 

Assets held for sale

 

49,310

 

51,498

 

Total current assets

 

1,217,844

 

1,185,180

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net

 

194,621

 

193,457

 

GOODWILL

 

456,008

 

457,405

 

RESTRICTED INVESTMENTS, net of current portion

 

5,722

 

4,247

 

OTHER LONG-TERM ASSETS

 

89,561

 

90,511

 

Total assets

 

$

1,963,756

 

$

1,930,800

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Floor plan notes payable—manufacturer affiliated

 

$

298,581

 

$

204,044

 

Floor plan notes payable—non-manufacturer affiliated

 

348,211

 

410,338

 

Current maturities of long-term debt

 

24,687

 

24,522

 

Accounts payable

 

70,820

 

72,432

 

Accrued liabilities

 

84,975

 

100,043

 

Liabilities associated with assets held for sale

 

23,590

 

26,847

 

Total current liabilities

 

850,864

 

838,226

 

 

 

 

 

 

 

LONG-TERM DEBT

 

471,109

 

472,427

 

DEFERRED INCOME TAXES

 

45,074

 

44,287

 

OTHER LONG-TERM LIABILITIES

 

30,427

 

28,094

 

COMMITMENTS AND CONTINGENCIES (Note 14)

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

Preferred stock, $.01 par value per share, 10,000,000 shares authorized

 

 

 

Common stock, $.01 par value per share, 90,000,000 shares authorized, 34,637,684 and 34,435,252 shares issued, including shares held in treasury, respectively

 

349

 

344

 

Additional paid-in capital

 

421,701

 

417,055

 

Retained earnings

 

161,539

 

148,986

 

Treasury stock, at cost; 1,586,587 shares held

 

(15,032

)

(15,032

)

Accumulated other comprehensive loss

 

(2,275

)

(3,587

)

Total shareholders’ equity

 

566,282

 

547,766

 

Total liabilities and shareholders’ equity

 

$

1,963,756

 

$

1,930,800

 

 

See Notes to Condensed Consolidated Financial Statements.

3




ASBURY AUTOMOTIVE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)

 

 

 

For the Three Months
Ended March 31,

 

 

 

2006

 

2005

 

REVENUES:

 

 

 

 

 

New vehicle

 

$

823,164

 

$

772,444

 

Used vehicle

 

358,106

 

320,457

 

Parts, service and collision repair

 

170,051

 

151,843

 

Finance and insurance, net

 

35,648

 

35,511

 

Total revenues

 

1,386,969

 

1,280,255

 

COST OF SALES:

 

 

 

 

 

New vehicle

 

765,242

 

719,596

 

Used vehicle

 

325,179

 

291,755

 

Parts, service and collision repair

 

85,000

 

74,220

 

Total cost of sales

 

1,175,421

 

1,085,571

 

GROSS PROFIT

 

211,548

 

194,684

 

OPERATING EXPENSES:

 

 

 

 

 

Selling, general and administrative

 

165,714

 

158,426

 

Depreciation and amortization

 

4,975

 

4,693

 

Income from operations

 

40,859

 

31,565

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

Floor plan interest expense

 

(9,204

)

(6,552

)

Other interest expense

 

(10,905

)

(9,601

)

Interest income

 

727

 

264

 

Other income, net

 

344

 

110

 

Total other expense, net

 

(19,038

)

(15,779

)

Income before income taxes

 

21,821

 

15,786

 

INCOME TAX EXPENSE

 

8,183

 

5,920

 

INCOME FROM CONTINUING OPERATIONS

 

13,638

 

9,866

 

DISCONTINUED OPERATIONS, net of tax

 

(1,085

)

(226

)

 

 

 

 

 

 

NET INCOME

 

$

12,553

 

$

9,640

 

 

 

 

 

 

 

EARNINGS PER COMMON SHARE:

 

 

 

 

 

Basic—

 

 

 

 

 

Continuing operations

 

$

0.41

 

$

0.30

 

Discontinued operations

 

(0.03

)

 

Net income

 

$

0.38

 

$

0.30

 

Diluted—

 

 

 

 

 

Continuing operations

 

$

0.41

 

$

0.30

 

Discontinued operations

 

(0.04

)

(0.01

)

Net income

 

$

0.37

 

$

0.29

 

 

 

 

 

 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

 

 

 

 

 

Basic

 

32,922

 

32,588

 

Diluted

 

33,584

 

32,781

 

 

See Notes to Condensed Consolidated Financial Statements.

4




ASBURY AUTOMOTIVE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 

 

 

For the Three Months
Ended March 31,

 

 

 

2006

 

2005

 

CASH FLOW FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

12,553

 

$

9,640

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities-

 

 

 

 

 

Depreciation and amortization

 

4,975

 

4,693

 

Depreciation and amortization from discontinued operations

 

64

 

557

 

Stock-based compensation

 

1,369

 

 

Amortization of deferred financing fees

 

573

 

343

 

Change in allowance for doubtful accounts

 

(216

)

210

 

Gain on sale of discontinued operations, net

 

(53

)

(386

)

Other adjustments

 

1,361

 

1,315

 

Changes in operating assets and liabilities, net of acquisitions and divestitures-

 

 

 

 

 

Contracts-in-transit

 

23,292

 

3,522

 

Accounts receivable

 

9,839

 

(7,531

)

Proceeds from the sale of accounts receivable

 

4,649

 

4,157

 

Inventories

 

(63,645

)

(30,948

)

Prepaid and other current assets

 

(7,468

)

(6,190

)

Floor plan notes payable—manufacturer affiliated

 

98,695

 

(2,554

)

Accounts payable and accrued liabilities

 

(15,058

)

25,495

 

Excess tax benefits from share-based payment arrangements

 

(381

)

 

Other long-term assets and liabilities

 

3,137

 

(2,430

)

Net cash provided by (used in) operating activities

 

73,686

 

(107

)

 

 

 

 

 

 

CASH FLOW FROM INVESTING ACTIVITIES:

 

 

 

 

 

Capital expenditures—internally financed

 

(5,534

)

(9,198

)

Capital expenditures—externally financed

 

(6,410

)

(1,577

)

Construction reimbursements associated with sale-leaseback agreements

 

 

2,032

 

Proceeds from the sale of assets

 

9,275

 

3,272

 

Other investing activities

 

(529

)

(177

)

Net cash used in investing activities

 

(3,198

)

(5,648

)

 

 

 

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES:

 

 

 

 

 

Floor plan borrowings—non-manufacturer affiliated

 

677,249

 

693,071

 

Floor plan repayments—non-manufacturer affiliated

 

(747,686

)

(654,598

)

Proceeds from borrowings

 

902

 

2,107

 

Repayments of debt

 

(1,554

)

(20,194

)

Debt issuance costs

 

 

(3,774

)

Proceeds from the exercise of stock options

 

2,900

 

303

 

Excess tax benefits from share-based payment arrangements

 

381

 

 

Net cash (used in) provided by financing activities

 

(67,808

)

16,915

 

Net increase in cash and cash equivalents

 

2,680

 

11,160

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, beginning of period

 

57,194

 

28,093

 

CASH AND CASH EQUIVALENTS, end of period

 

$

59,874

 

$

39,253

 

 

See Note 13 for supplemental cash flow information.

See Notes to Condensed Consolidated Financial Statements.

5




ASBURY AUTOMOTIVE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. DESCRIPTION OF BUSINESS

Asbury Automotive Group, Inc. is a national automotive retailer, operating 122 franchises (89 dealership locations) in 22 metropolitan markets within 11 states as of March 31, 2006. We offer an extensive range of automotive products and services, including new and used vehicles, vehicle maintenance, replacement parts, collision repair services, and financing, insurance and service contracts. We offer 33 domestic and foreign brands of new vehicles, including four heavy truck brands. We also operate 24 collision repair centers that serve our markets.

Our retail network is organized into principally four regions and includes eleven dealership groups, each marketed under different local brands: (i) Florida (comprising our Coggin dealerships, operating primarily in Jacksonville and Orlando, and our Courtesy dealerships operating in Tampa), (ii) West (comprising our McDavid dealerships operating throughout Texas, our Thomason dealerships operating in Portland, Oregon and our Spirit dealerships operating in Los Angeles, California), (iii) Mid-Atlantic (comprising our Crown dealerships operating in North Carolina, South Carolina and Southern Virginia) and (iv) South (comprising our Nalley dealerships operating in Atlanta, Georgia, and our North Point dealerships operating in Little Rock, Arkansas). Our Plaza dealerships operating in St. Louis, Missouri, our Gray Daniels dealerships operating in Jackson, Mississippi and our Northern California dealerships operating in Sacramento and Fresno, California remain standalone operations. We sold our remaining two dealerships in Portland, Oregon in April 2006, which reduced the number of metropolitan markets in which we operate to 21.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and reflect the condensed consolidated accounts of Asbury Automotive Group, Inc. and our wholly owned subsidiaries.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Accordingly, actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined to be necessary. All intercompany transactions have been eliminated in consolidation, and certain prior year amounts have been reclassified to conform to the current period presentation.

In the opinion of management, all adjustments (consisting only of normal, recurring adjustments) considered necessary for a fair presentation of the unaudited interim condensed consolidated financial statements as of March 31, 2006, and for the three months ended March 31, 2006 and 2005 have been included. The results of operations for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the full year. Our interim unaudited condensed consolidated financial statements should be read together with our consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2005.

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” certain amounts reflected in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005, have been classified as Assets Held for Sale and Liabilities Associated with Assets Held for Sale. In addition, the accompanying Condensed Consolidated Statements of Income for the three months ended March 31, 2005, have been reclassified to reflect the status of our discontinued operations as of March 31, 2006.

Revenue Recognition

Revenue from the sale of new and used vehicles is recognized upon delivery, passage of title, signing of the sales contract and approval of financing. Revenue from the sale of parts, service and collision repair is recognized upon delivery of parts to the customer or at the time vehicle service or repair work is completed. Manufacturer incentives and rebates, including manufacturer holdbacks and floor plan interest assistance, are recognized as a reduction of new vehicle cost of sales when earned, generally at the time the related vehicles are sold.

6




We receive commissions for arranging customer financing and for the sale of vehicle service contracts, credit life insurance and disability insurance to customers (collectively “F&I”). We may be charged back (“chargebacks”) for F&I commissions in the event a contract is terminated. F&I commissions are recorded at the time the vehicles are sold and a reserve for future chargebacks is established based on historical operating results and the termination provisions of the applicable contracts. F&I commissions, net of estimated chargebacks, are included in Finance and insurance, net in the accompanying Condensed Consolidated Statements of Income.

Goodwill and Other Intangible Assets

Goodwill represents the excess cost of the businesses acquired over the fair market value of the identifiable net assets. We have determined that based on how we operate our business, allocate resources, and regularly review our financial data and operating results that we qualify as a single reporting unit for purposes of testing goodwill for impairment. We evaluate our operations and financial results in the aggregate by dealership. The dealership general managers implement the strategy as determined by the corporate office and regional management team, and have the independence and flexibility to respond effectively to local market conditions.

The fair market value of our manufacturer franchise rights is determined at the acquisition date through discounting the projected cash flows specific to each franchise. We have determined that manufacturer franchise rights have an indefinite life as there are no legal, contractual, economic or other factors that limit their useful lives and they are expected to generate cash flows indefinitely due to the historically long lives of the manufacturers’ brand names. Due to the fact that manufacturer franchise rights are specific to the location in which we acquire a dealership, we have determined that the dealership is the reporting unit for purposes of testing for impairment.

Stock-Based Compensation

Effective January 1, 2006, we adopted SFAS No. 123R “Share-Based Payment” under the modified prospective transition method and therefore we record stock compensation expense under the fair value method on a straight-line basis over the vesting period. Accordingly, prior periods have not been restated. Prior to January 1, 2006, including the three month period ended March 31, 2005, we recorded stock compensation expense in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees.” APB Opinion No. 25 required the use of the intrinsic value method, which measures compensation cost as the excess, if any, of the quoted market price of the stock at the measurement date over the amount an employee must pay to acquire the stock.

Derivative Instruments and Hedging Activities

We utilize derivative financial instruments to manage our capital structure. The types of risks hedged are those relating to the variability of cash flows and changes in the fair value of our financial instruments caused by movements in interest rates. We document our risk management strategy and assess hedge effectiveness at the inception and during the term of each hedge. Derivatives are reported at fair value on the accompanying Condensed Consolidated Balance Sheets.

The changes in fair value of the effective portion of “cash flow” hedges are reported as a component of accumulated other comprehensive income (loss). Amounts in accumulated other comprehensive income (loss) are reclassified to interest expense to the extent the hedge becomes ineffective. The change in fair value of “fair value” hedges are recorded as a component of interest expense. Changes in the fair value of the associated hedged exposures are also recorded as a component of interest expense.

Measurements of hedge effectiveness are based on comparisons between the gains or losses of the actual interest rate swaps and the gains or losses of hypothetical interest rate swaps which are designed to reflect the critical terms of the defined hedged exposures. Ineffective portions of these interest rate swaps are reported as a component of interest expense in the accompanying Condensed Consolidated Statements of Income. We recognized no ineffectiveness during the three months ended March 31, 2006 and minor ineffectiveness during the three months ended March 31, 2005.

Statements of Cash Flows —

Borrowings and repayments of floor plan notes payable to a party unaffiliated with the manufacturer of a particular new vehicle, and all floor plan notes payable relating to pre-owned vehicles, are classified as financing activities on the accompanying Condensed Consolidated Statements of Cash Flows with borrowings reflected separately from repayments. The net change in floor plan notes payable to a party affiliated with the manufacturer of a particular new vehicle is classified as an operating activity on the Condensed Consolidated Statements of Cash Flows.

The net change in service loaner vehicle financing is reflected as an operating activity in the accompanying Condensed Consolidated Statements of Cash Flows, as these borrowings and repayments are with lenders affiliated with the vehicle manufacturer from which we purchase the related vehicles.

Construction reimbursements from third parties in connection with sale-leaseback agreements for the construction of new dealership facilities or leasehold improvements to our dealership facilities are included in investing activities in the accompanying Condensed Consolidated Statements of Cash Flows.

Externally financed capital expenditures include all expenditures that we have financed during the reporting period or intend to finance in future reporting periods through sale-leaseback transactions or mortgage financing. Internally financed

7




capital expenditures include all capital expenditures which were paid using available cash and for which we do not intend to seek external financing.

Tax benefits related to stock-based awards that are fully vested prior to the adoption of SFAS No. 123R are included as cash inflows from financing activities and cash outflows from operating activities within the accompanying Condensed Consolidated Statements of Cash Flows.  Excess tax benefits related to stock-based awards that are partially vested upon or granted after the adoption of SFAS No. 123R are included as cash inflows from financing activities and cash outflows from operating activities within the accompanying Condensed Consolidated Statements of Cash Flows.

Recent Accounting Pronouncements

In October 2005, the Financial Accounting Standards Board (“FASB”) issued Staff Position (“FSP”) No. FAS 13-1, “Accounting for Rental Costs Incurred during a Construction Period,” which requires rental costs associated with ground or building operating leases that are incurred during a construction period to be recognized as rental expense. This Staff Position is effective for reporting periods beginning after December 15, 2005. Accordingly, we adopted the provisions of FSP No. FAS 13-1 on January 1, 2006 and currently expense all rent obligations incurred during the construction period.

In June 2005, the FASB ratified Emerging Issues Task Force (“EITF”) Issue No. 05-6, “Determining the Amortization Period for Leasehold Improvements.”  The consensus reached is that leasehold improvements acquired in a business combination or purchased subsequent to the inception of the lease should be amortized over the lesser of the useful life of the asset or the lease term that includes reasonably assured lease renewals as determined on the date of the acquisition of the leasehold improvement. We have adopted the provisions of EITF No. 05-6 and are amortizing leasehold improvements over the lesser of the useful life or the lease term, including reasonably assured renewal periods.

3.  STOCK-BASED COMPENSATION

We have established two stock-based compensation plans (the “Plans”) under which we may grant non-qualified stock options and restricted stock units to our directors, officers and employees at fair market value on the date of the grant. For both plans, the stock options and restricted stock units vest between two and three years from the date of grant and expire ten years from the date of grant. We have granted a total of 4,310,954 non-qualified stock options through December 31, 2005, and in January 2006, we granted 175,500 restricted stock units to certain of our key employees, directors and officers. As of March 31, 2006, there were 2,720,492 non-qualified stock options and 175,500 restricted stock units outstanding. In addition, there were approximately 2,201,000 stock-based awards available for grant under our stock-based compensation plans as of March 31, 2006. We expect to continue to issue restricted stock units instead of non-qualified stock options.

Effective January 1, 2006, we adopted SFAS No. 123R under the modified prospective transition method. As a result we have recorded stock compensation expense for the three months ended March 31, 2006, under the fair value method. Prior to January 1, 2006, including the three month period ended March 31, 2005, we recorded stock compensation expense under the intrinsic value method in accordance with APB Opinion No. 25. In the first quarter of 2006, the adoption of SFAS No. 123R resulted in incremental stock-based compensation expense of $0.9 million (excluding $0.5 million associated with our decision to issue restricted stock units).  The incremental stock-based compensation expense caused income before income taxes to decrease by $0.9 million, net income to decrease by $0.5 million and basic and diluted earnings per share to decrease by $0.02 per share.  Net cash provided by operating activities decreased and net cash used in financing activities decreased by $0.4 million related to excess tax benefits from stock-based payment arrangements.

The fair value of each option award is estimated on the date of grant using the Black Scholes option valuation model. Expected volatilities are based on the historical volatility of our common stock. We use historical data to estimate the rate of option exercise and employee turnover within the valuation model. The expected term of options granted represents the period of time that the related options are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

8




We recorded $1.4 million ($0.02 per diluted share) in compensation expense and an associated tax benefit of $0.5 million for the three months ended March 31, 2006. We did not recognize any material stock-based compensation during the three months ended March 31, 2005. As of March 31, 2006, there was $6.2 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plans. That cost is expected to be recognized over a weighted-average period of 0.9 years. The following table illustrates the effect on net income and net income per share had stock-based employee compensation been recorded using the fair value method of SFAS No. 123R for the three months ended March 31, 2005:

(In thousands, except per share data)

 

For the Three
Months Ended
March 31, 2005

 

 

 

 

 

Net income

 

$

9,640

 

Adjustments to net income:

 

 

 

Stock-based compensation expense included in net income, net of tax

 

1

 

Pro forma stock-based compensation expense, net of tax

 

(666

)

Pro forma net income

 

$

8,975

 

 

 

 

 

Net income per common share—basic (as reported)

 

$

0.30

 

Net income per common share—diluted (as reported)

 

$

0.29

 

 

 

 

 

Pro forma net income per common share—basic

 

$

0.28

 

Pro forma net income per common share—diluted

 

$

0.27

 

 

A summary of options outstanding and exercisable under the Plans as of March 31, 2006, and changes during the three months then ended is presented below:

 

 

Stock
Options

 

Weighted Average
Exercise Price

 

Weighted Average
Remaining
Contractual Term

 

Aggregate Intrinsic
Value*

 

Options outstanding - December 31, 2005

 

2,941,262

 

$

15.35

 

 

 

 

 

Granted

 

 

 

 

 

 

 

Exercised

 

(202,432

)

14.33

 

 

 

 

 

Expired / Forfeited

 

(18,338

)

15.21

 

 

 

 

 

Options outstanding - March 31, 2006

 

2,720,492

 

15.43

 

5.1

 

$

11,670,911

 

 

 

 

 

 

 

 

 

 

 

Options exercisable - March 31, 2006

 

1,955,667

 

$

15.99

 

6.3

 

$

7,294,638

 


* Based on the closing price of our common stock on March 31, 2006

Cash received from option exercises for the three months ended March 31, 2006 was $2.9 million. The actual intrinsic value of options exercised during the three months ended March 31, 2006 was $1.0 million. The actual tax benefit realized for the tax deductions from option exercises totaled $0.4 million for the three months ended March 31, 2006.

A summary of restricted stock units as of March 31, 2006, and changes during the three months then ended is presented below:

 

 

Shares

 

Weighted Average
Grant Date Fair Value

 

Restricted Stock Units - December 31, 2005

 

 

$

 

Granted

 

175,500

 

16.86

 

Performance estimate

 

87,750

 

16.86

 

Vested

 

 

 

Forfeited

 

 

 

Restricted Stock Units - March 31, 2006*

 

263,250

 

$

16.86

 


*    Includes an estimate of 87,750 out of a maximum of 140,400 issuable upon attaining certain performance metrics

9




Each restricted stock unit provides an opportunity for the employee to receive a number of shares of our common stock based on our performance during a three year period (the “Performance Cycle”) as measured against objective performance goals related to (1) new vehicle revenue growth as compared to peer companies, (2) used vehicle revenue growth as compared to peer companies, (3) finance and insurance revenue growth, (4) fixed operations gross profit and (5) earnings per share. Each equity award sets forth a target number of shares to be granted to the employee assuming the performance goals are met at the target level. The actual number of shares earned may range from 0% to180% of the target number of shares depending upon achievement of the performance goals during the Performance Cycle. We currently estimate that we will achieve 150% of our performance goals.

4. INVENTORIES

 

Inventories consist of the following:

 

 

As of

 

(In thousands)

 

March 31,
2006

 

December 31,
2005

 

 

 

 

 

 

 

New vehicles

 

$

610,936

 

$

556,141

 

Used vehicles

 

124,535

 

111,000

 

Parts and accessories

 

41,208

 

42,650

 

Total inventories

 

$

776,679

 

$

709,791

 

 

The lower of cost or market reserves for inventory totaled $4.9 million and $4.3 million as of March 31, 2006 and December 31, 2005, respectively. In addition to the inventories shown above, we have $15.4 million and $18.9 million of inventory as of March 31, 2006 and December 31, 2005, respectively, classified as Assets Held for Sale on the accompanying Condensed Consolidated Balance Sheets as they are associated with franchises held for sale.

5. GOODWILL AND MANUFACTURER FRANCHISE RIGHTS

During the three months ended March 31, 2006, we sold three franchises (two dealership locations) resulting in the removal of approximately $1.4 million of Goodwill from our Condensed Consolidated Balance Sheets. There were no manufacturer franchise rights associated with these franchises at the time of sale. Manufacturer franchise rights totaled $41.8 million as of March 31, 2006 and December 31, 2005, and are included in Other Long-term Assets on the accompanying Condensed Consolidated Balance Sheets.

6. ASSETS AND LIABILITIES HELD FOR SALE

Assets and liabilities classified as held for sale include (i) assets and liabilities associated with discontinued operations held for sale at each balance sheet date, (ii) costs of completed construction projects included in pending sale-leaseback transactions where an unaffiliated third party has reimbursed us or will reimburse us for the cost of construction and (iii) costs of completed construction projects included in pending sale-leaseback transactions where an unaffiliated third party has agreed to purchase the assets from us upon completion of the transaction.

Assets and liabilities associated with discontinued operations include the two remaining franchises (two dealership locations) in Oregon, one franchise (one dealership location) in Southern California, and one ancillary business as of March 31, 2006. As of December 31, 2005, assets and liabilities associated with discontinued operations included two franchises (two dealership locations) in Oregon and two franchises (two dealership locations) in Southern California. During the three months ended March 31, 2006, we sold one franchise (one dealership location) that had been held for sale as of December 31, 2005. Assets associated with discontinued operations totaled $35.9 million and $39.6 million, and liabilities associated with discontinued operations totaled $13.5 million and $16.8 million as of March 31, 2006 and December 31, 2005, respectively.

Included in Assets Held for Sale as of March 31, 2006 and December 31, 2005 was $13.4 million and $11.9 million, respectively, of costs associated with two completed projects included in pending sale-leaseback transactions. As of March 31, 2006 and December 31, 2005, Liabilities Associated with Assets Held for Sale included $10.1 million of reimbursements from an unaffiliated third party associated with these completed construction projects. We expect to receive the final reimbursement from the unaffiliated third party and complete these sale-leaseback transactions in the second quarter of 2006.

10




A summary of assets and liabilities held for sale is as follows:

 

 

As of

 

(In thousands)

 

March 31,
2006

 

December 31,
2005

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

Inventories

 

$

15,350

 

$

18,940

 

Property and equipment, net

 

32,672

 

32,558

 

Other assets

 

1,288

 

 

Total assets

 

49,310

 

51,498

 

Liabilities:

 

 

 

 

 

Floor plan notes payable

 

12,623

 

16,775

 

Other liabilities

 

10,967

 

10,072

 

Total liabilities

 

23,590

 

26,847

 

Net assets held for sale

 

$

25,720

 

$

24,651

 

 

Included in Prepaid and Other Current Assets on the accompanying Condensed Consolidated Balance Sheets are costs associated with construction projects, which we intend to sell through sale-leaseback transactions but have not been completed and therefore are not available for sale. In connection with these construction projects, we have entered into sale-leaseback agreements whereby an unaffiliated third party purchased the land and is either reimbursing us for the cost of construction of dealership facilities being constructed on the land or has agreed to purchase the assets from us upon completion of the project. We capitalize the cost of the construction during the construction period and record a corresponding liability equal to the amount of any reimbursed funds. Upon completion of the construction, we will execute the sale-leaseback transaction and remove the cost of construction and the related liability from our Condensed Consolidated Balance Sheets. The book value of assets associated with construction projects that have not been completed as of March 31, 2006 and December 31, 2005 totaled $6.9 million and $2.9 million, respectively. As of March 31, 2006 and December 31, 2005, there were no liabilities associated with these construction projects.

7. LONG-TERM DEBT

                Long-term debt consists of the following:

 

 

As of

 

(In thousands)

 

March 31,
2006

 

December 31,
2005

 

 

 

 

 

 

 

9% Senior Subordinated Notes due 2012

 

$

250,000

 

$

250,000

 

8% Senior Subordinated Notes due 2014 ($200.0 million face value, net of hedging activity of $9,479 and $8,028, respectively)

 

190,521

 

191,972

 

Mortgage notes payable

 

27,467

 

26,764

 

Notes payable collateralized by loaner vehicles

 

22,612

 

21,676

 

Capital lease obligations

 

4,217

 

4,548

 

Other notes payable

 

979

 

1,989

 

 

 

495,796

 

496,949

 

Less—current portion

 

(24,687

)

(24,522

)

Long-term debt

 

$

471,109

 

$

472,427

 

 

In March 2006, we amended our Committed Credit Facility to include DaimlerChrysler Financial Services (“DCFS”) as a lender and extended its maturity to March 2009. In addition, DCFS has agreed to provide a maximum of $120.0 million of floor plan financing outside of the Committed Credit Facility to finance inventory purchases at our Mercedes, Chrysler, Dodge and Jeep dealerships (“DaimlerChrysler Dealerships”). As a result of the execution of this amendment, floor plan borrowings from DCFS are now included in Floor Plan Notes Payable — Manufacturer Affiliated on our Condensed Consolidated Balance Sheets. The DCFS floor plan facility has no stated termination date. Borrowings will accrue interest based on LIBOR. Further, we reduced our working capital borrowing capacity of our Committed Credit Facility from $150.0 million to $125.0 million and reduced the floor plan borrowing capacity of our Committed Credit Facility from $650.0 million to $425.0 million.

11




8. FLOOR PLAN NOTES PAYABLE

In connection with the amendment to our Committed Credit Facility in March 2006, we refinanced the floor plan notes payable at our DaimlerChrysler Dealerships through the repayment of $85.4 million of floor plan notes payable — non-manufacturer affiliated with borrowings from DCFS, a manufacturer affiliated lender. As a result, during the three months ended March 31, 2006, floor plan notes payable — non-manufacturer affiliated decreased by $85.4 million and floor plan notes payable — manufacturer affiliated increased by $85.4 million. In addition, during the three months ended March 31, 2006, our floor plan repayments — non-manufacturer affiliated and floor plan notes payable — manufacturer affiliated each increased by $85.4 million on our accompanying Condensed Consolidated Statements of Cash Flows.

As of March 31, 2006 and December 31, 2005, we had $659.4 million and $631.2 million of floor plan notes payable outstanding, respectively, including $12.6 million and $16.8 million classified as Liabilities Associated with Assets Held for Sale.

9. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY

Three of our interest rate swap agreements expired in March 2006, which resulted in a cash payment of $13.7 million, which equaled the fair market value of the swap agreements. Included in Accumulated Other Comprehensive Loss on our Condensed Consolidated Balance Sheet as of March 31, 2006 was $2.6 million related to our two expired cash flow swaps, which is being amortized over eight years as a component of Floor Plan Interest Expense on the accompanying Condensed Consolidated Statements of Income. In addition, included as a reduction to our 8% Senior Subordinated Notes due 2014 as of March 31, 2006 was $9.5 million related to our expired fair value swap, which is being amortized over eight years as a component of Other Interest Expense on the accompanying Condensed Consolidated Statements of Income. The expiration of these three swap agreements will increase floor plan and other interest expense by $0.7 million and $1.0 million, respectively, during 2006.

We have entered into an interest rate swap agreement with a notional principal amount of $14.6 million as a hedge against future changes in the interest rate of our variable rate mortgage notes payable. Under the terms of the swap agreement, we are required to make payments at a fixed rate of 6.08% and receive a variable rate based on LIBOR. This swap agreement was designated and qualifies as a cash flow hedge of changes in the interest rate of our variable rate mortgage notes payable and will contain minor ineffectiveness. As of March 31, 2006, the swap agreement had a fair value of $0.5 million, which is included in Other Long-Term Assets on the accompanying Condensed Consolidated Balance Sheets. As of December 31, 2005, the swap agreement had a fair value of $0.3 million, which was included in Other Long-Term Assets on the accompanying Condensed Consolidated Balance Sheets.

10. COMPREHENSIVE INCOME

The following table provides a reconciliation of net income to comprehensive income:

 

 

For the Three Months
Ended March 31,

 

(In thousands)

 

2006

 

2005

 

 

 

 

 

 

 

Net income

 

$

12,553

 

$

9,640

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

Change in fair value of cash flow swaps

 

2,019

 

3,089

 

Amortization of expired cash flow swaps

 

80

 

 

Income tax expense associated with cash flow swaps

 

(787

)

(1,158

)

Comprehensive income

 

$

13,865

 

$

11,571

 

 

12




11. DISCONTINUED OPERATIONS

During the three months ended March 31, 2006, we sold three franchises (two dealership locations) and placed two franchises (one dealership location) and one ancillary business into discontinued operations. As of March 31, 2006, three franchises (three dealership locations) and one ancillary business were pending disposition. The accompanying Condensed Consolidated Statements of Income for the three months ended March 31, 2005, have been reclassified to reflect the status of our discontinued operations as of March 31, 2006.

The following table provides further information regarding our discontinued operations as of March 31, 2006, and includes the results of businesses sold prior to March 31, 2006, and businesses pending disposition as of March 31, 2006:

 

 

For the Three Months
Ended March 31, 2006

 

For the Three Months
Ended March 31, 2005

 

(Dollars in thousands)

 

Sold

 

Pending
Disposition

 

Total

 

Sold(a)

 

Pending
Disposition(b)

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Franchises:

 

 

 

 

 

 

 

 

 

 

 

 

 

Mid-line Domestic

 

2

 

1

 

3

 

9

 

1

 

10

 

Mid-line Import

 

1

 

1

 

2

 

2

 

1

 

3

 

Value

 

 

1

 

1

 

1

 

1

 

2

 

Luxury

 

 

 

 

1

 

 

1

 

Total

 

3

 

3

 

6

 

13

 

3

 

16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ancillary Businesses

 

 

1

 

1

 

1

 

1

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

7,277

 

$

24,078

 

$

31,355

 

$

74,081

 

$

29,645

 

$

103,726

 

Cost of sales

 

6,814

 

19,002

 

25,816

 

63,247

 

23,206

 

86,453

 

Gross profit

 

463

 

5,076

 

5,539

 

10,834

 

6,439

 

17,273

 

Operating expenses

 

1,118

 

5,871

 

6,989

 

10,684

 

6,483

 

17,167

 

Income (loss) from operations

 

(655

)

(795

)

(1,450

)

150

 

(44

)

106

 

Other income (expense), net

 

(173

)

(166

)

(339

)

(961

)

107

 

(854

)

Gain on disposition of discontinued operations, net

 

53

 

 

53

 

386

 

 

386

 

Income (loss) before income taxes

 

(775

)

(961

)

(1,736

)

(425

)

63

 

(362

)

Income tax benefit (expense)

 

291

 

360

 

651

 

159

 

(23

)

136

 

Discontinued operations, net of tax

 

$

(484

)

$

(601

)

$

(1,085

)

$

(266

)

$

40

 

$

(226

)


(a)             Businesses were sold between January 1, 2005 and March 31, 2006.

(b)            Businesses were pending disposition as of March 31, 2006.

13




12. EARNINGS PER SHARE

 

Basic earnings per share is computed by dividing net income by the weighted average common shares outstanding during the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average common shares and common share equivalents outstanding during the periods presented.

The following table sets forth the computation of basic and diluted earnings per share:

 

 

For the Three Months
Ended March 31,

 

(In thousands, except per share data)

 

2006

 

2005

 

Net income:

 

 

 

 

 

Continuing operations

 

$

13,638

 

$

9,866

 

Discontinued operations

 

(1,085

)

(226

)

Net income

 

$

12,553

 

$

9,640

 

Earnings per share — basic and diluted:

 

 

 

 

 

Continuing operations — basic

 

$

0.41

 

$

0.30

 

Discontinued operations— basic

 

(0.03

)

 

Net income

 

$

0.38

 

$

0.30

 

 

 

 

 

 

 

Continuing operations — diluted

 

$

0.41

 

$

0.30

 

Discontinued operations — diluted

 

(0.04

)

(0.01

)

Net income

 

$

0.37

 

$

0.29

 

Common shares and common share equivalents:

 

 

 

 

 

Weighted average common shares outstanding — basic

 

32,922

 

32,588

 

Common share equivalents (stock options and restricted stock units)

 

662

 

193

 

Weighted average common shares outstanding — diluted

 

33,584

 

32,781

 

 

13. SUPPLEMENTAL CASH FLOW INFORMATION

During the three months ended March 31, 2006 and 2005, we made interest payments, net of amounts capitalized, totaling $15.7 million and $16.0 million, respectively. During the three months ended March 31, 2006 and 2005, we received $0.5 million and $2.5 million, respectively, of proceeds associated with our interest rate swap agreement that was entered into in December 2003 in connection with the issuance of our 8% Senior Subordinated Notes due 2014.

During the three months ended March 31, 2006 and 2005, we made income tax payments totaling $5.5 million and $0.3 million, respectively.

14. COMMITMENTS AND CONTINGENCIES

A significant portion of our vehicle business involves the sale of vehicles, parts or vehicles composed of parts that are manufactured outside the United States of America. As a result, our operations are subject to customary risks of importing merchandise, including fluctuations in the relative values of currencies, import duties, exchange controls, trade restrictions, work stoppages and general political and socio-economic conditions in foreign countries. The United States of America or the countries from which our products are imported may, from time to time, impose new quotas, duties, tariffs or other restrictions, or adjust presently prevailing quotas, duties or tariffs, which may affect our operations and our ability to purchase imported vehicles and/or parts at reasonable prices.

Manufacturers may direct us to implement costly capital improvements to dealerships as a condition upon entering into franchise agreements with them. Manufacturers also typically require that their franchises meet specific standards of appearance. These factors, either alone or in combination, could cause us to divert our financial resources to capital projects from uses that management believes may be of higher long-term value, such as acquisitions.

Substantially all of our facilities are subject to federal, state and local provisions regarding the discharge of materials into the environment. Compliance with these provisions has not had, nor do we expect such compliance to have, any material effect upon our capital expenditures, net earnings, financial condition, liquidity or competitive position. We believe that our current practices and procedures for the control and disposition of such materials comply with applicable federal, state and local requirements.

14




From time to time, we and our dealerships are named in claims involving the manufacture and sale or lease of motor vehicles, including but not limited to the charging of administrative fees, the operation of dealerships, contractual disputes and other matters arising in the ordinary course of our business. With respect to certain of these claims, the sellers of our acquired dealerships have indemnified us. We do not expect that any potential liability from these claims will materially affect our financial condition, liquidity, results of operations or financial statement disclosures.

Our dealerships hold dealer agreements with a number of vehicle manufacturers. In accordance with the individual dealer agreements, each dealership is subject to certain rights and restrictions typical of the industry. The ability of the manufacturers to influence the operations of the dealerships or the loss of a dealer agreement could have a negative impact on our operating results.

15. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Our 8% Senior Subordinated Notes due 2014 and our Committed Credit Facility are guaranteed by all of our current subsidiaries, other than our current Toyota and Lexus dealership subsidiaries, and all of our future domestic restricted subsidiaries, other than our future Toyota and Lexus dealership facilities. The following tables set forth, on a condensed consolidating basis, our balance sheets, statements of income and statements of cash flows, of our guarantor and non-guarantor subsidiaries for all financial statement periods presented in our interim condensed consolidated financial statements.

15




Condensed Consolidating Balance Sheet
As of March 31, 2006
(In thousands)

 

 

Parent
Company

 

Guarantor
Subsidiaries

 

Non-guarantor
Subsidiaries

 

Eliminations

 

Condensed
Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

$

59,874

 

$

 

$

 

$

59,874

 

Inventories

 

 

722,189

 

54,490

 

 

776,679

 

Other current assets

 

 

303,542

 

28,439

 

 

331,981

 

Assets held for sale

 

 

49,310

 

 

 

49,310

 

Total current assets

 

 

1,134,915

 

82,929

 

 

1,217,844

 

Property and equipment, net

 

 

187,994

 

6,627

 

 

194,621

 

Goodwill

 

 

402,806

 

53,202

 

 

456,008

 

Other long-term assets

 

 

95,008

 

275

 

 

95,283

 

Investment in subsidiaries

 

566,282

 

79,973

 

 

(646,255

)

 

Total assets

 

$

566,282

 

$

1,900,696

 

$

143,033

 

$

(646,255

)

$

1,963,756

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Floor plan notes payable—manufacturer affiliated

 

$

 

$

298,581

 

$

 

$

 

$

298,581

 

Floor plan notes payable—non-manufacturer affiliated

 

 

308,266

 

39,945

 

 

348,211

 

Other current liabilities

 

 

157,428

 

23,054

 

 

180,482

 

Liabilities associated with assets held for sale

 

 

23,590

 

 

 

23,590

 

Total current liabilities

 

 

787,865

 

62,999

 

 

850,864

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

471,048

 

61

 

 

471,109

 

Other long-term liabilities

 

 

75,501

 

 

 

75,501

 

Shareholders’ equity

 

566,282

 

566,282

 

79,973

 

(646,255

)

566,282

 

Total liabilities and shareholders’ equity

 

$

566,282

 

$

1,900,696

 

$

143,033

 

$

(646,255

)

$

1,963,756

 

 

16




Condensed Consolidating Balance Sheet
As of December 31, 2005
(In thousands)

 

 

Parent
Company

 

Guarantor
Subsidiaries

 

Non-guarantor
Subsidiaries

 

Eliminations

 

Condensed
Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

$

57,194

 

$

 

$

 

$

57,194

 

Inventories

 

 

658,820

 

50,971

 

 

709,791

 

Other current assets

 

 

334,403

 

32,294

 

 

366,697

 

Assets held for sale

 

 

51,498

 

 

 

51,498

 

Total current assets

 

 

1,101,915

 

83,265

 

 

1,185,180

 

Property and equipment, net

 

 

187,077

 

6,380

 

 

193,457

 

Goodwill

 

 

404,203

 

53,202

 

 

457,405

 

Other assets

 

 

94,470

 

288

 

 

94,758

 

Investment in subsidiaries

 

547,766

 

71,809

 

 

(619,575

)

 

Total assets

 

$

547,766

 

$

1,859,474

 

$

143,135

 

$

(619,575

)

$

1,930,800

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Floor plan notes payable—manufacturer affiliated

 

$

 

$

204,044

 

$

 

$

 

$

204,044

 

Floor plan notes payable—non-manufacturer affiliated

 

 

368,213

 

42,125

 

 

410,338

 

Other current liabilities

 

 

167,929

 

29,068

 

 

196,997

 

Liabilities associated with assets held for sale

 

 

26,847

 

 

 

26,847

 

Total current liabilities

 

 

767,033

 

71,193

 

 

838,226

 

Long-term debt

 

 

472,359

 

68

 

 

472,427

 

Other liabilities

 

 

72,316

 

65

 

 

72,381

 

Shareholders’ equity

 

547,766

 

547,766

 

71,809

 

(619,575

)

547,766

 

Total liabilities and shareholders’ equity

 

$

547,766

 

$

1,859,474

 

$

143,135

 

$

(619,575

)

$

1,930,800

 

 

17




Condensed Consolidating Statement of Income
For the Three Months Ended March 31, 2006
(In thousands)

 

 

Parent
Company

 

Guarantor
Subsidiaries

 

Non-guarantor
Subsidiaries

 

Eliminations

 

Condensed
Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

 

$

1,228,942

 

$

159,840

 

$

(1,813

)

$

1,386,969

 

Cost of sales

 

 

1,041,403

 

135,831

 

(1,813

)

1,175,421

 

Gross profit

 

 

187,539

 

24,009

 

 

211,548

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

148,046

 

17,668

 

 

165,714

 

Depreciation and amortization

 

 

4,533

 

442

 

 

4,975

 

Income from operations

 

 

34,960

 

5,899

 

 

40,859

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Floor plan interest expense

 

 

(8,549

)

(655

)

 

(9,204

)

Other interest expense

 

 

(9,431

)

(1,474

)

 

(10,905

)

Interest and other income, net

 

 

986

 

85

 

 

1,071

 

Equity in earnings of subsidiaries

 

12,553

 

2,409

 

 

(14,962

)

 

Total other expense, net

 

12,553

 

(14,585

)

(2,044

)

(14,962

)

(19,038

)

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

12,553

 

20,375

 

3,855

 

(14,962

)

21,821

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

6,737

 

1,446

 

 

8,183

 

Income from continuing operations

 

12,553

 

13,638

 

2,409

 

(14,962

)

13,638

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations, net of tax

 

 

(1,085

)

 

 

(1,085

)

Net income

 

$

12,553

 

$

12,553

 

$

2,409

 

$

(14,962

)

$

12,553

 

 

18




Condensed Consolidating Statement of Income
For the Three Months Ended March 31, 2005
(In thousands)

 

 

Parent
Company

 

Guarantor
Subsidiaries

 

Non-guarantor
Subsidiaries

 

Eliminations

 

Condensed
Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

 

$

1,133,907

 

$

148,228

 

$

(1,880

)

$

1,280,255

 

Cost of sales

 

 

961,421

 

126,030

 

(1,880

)

1,085,571

 

Gross profit

 

 

172,486

 

22,198

 

 

194,684

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

142,027

 

16,399

 

 

158,426

 

Depreciation and amortization

 

 

4,358

 

335

 

 

4,693

 

Income from operations

 

 

26,101

 

5,464

 

 

31,565

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Floor plan interest expense

 

 

(6,201

)

(351

)

 

(6,552

)

Other interest expense

 

 

(8,433

)

(1,168

)

 

(9,601

)

Interest and other income, net

 

 

364

 

10

 

 

374

 

Equity in earnings of subsidiaries

 

9,640

 

2,428

 

 

(12,068

)

 

Total other expense, net

 

9,640

 

(11,842

)

(1,509

)

(12,068

)

(15,779

)

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

9,640

 

14,259

 

3,955

 

(12,068

)

15,786

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

4,437

 

1,483

 

 

5,920

 

Income from continuing operations

 

9,640

 

9,822

 

2,472

 

(12,068

)

9,866

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations, net of tax

 

 

(182

)

(44

)

 

(226

)

Net income

 

$

9,640

 

$

9,640

 

$

2,428

 

$

(12,068

)

$

9,640

 

 

19




Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2006
(In thousands)

 

 

Parent
Company

 

Guarantor
Subsidiaries

 

Non-guarantor
Subsidiaries

 

Eliminations

 

Condensed
Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

 

$

71,840

 

$

2,227

 

$

 

$

74,067

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(11,285

)

(659

)

 

(11,944

)

Other investing activities

 

 

8,746

 

 

 

8,746

 

Net cash used in investing activities

 

 

(2,539

)

(659

)

 

(3,198

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Floor Plan Borrowings — non-manufacturer affiliated

 

 

575,672

 

101,577

 

 

677,249

 

Floor Plan Repayments — non-manufacturer affiliated

 

 

(643,929

)

(103,757

)

 

(747,686

)

Proceeds from borrowings

 

 

902

 

 

 

902

 

Repayments of debt

 

 

(1,547

)

(7

)

 

(1,554

)

Intercompany financing

 

 

(619

)

619

 

 

 

Other financing activities

 

 

2,900

 

 

 

2,900

 

Net cash used in financing activities

 

 

(66,621

)

(1,568

)

 

(68,189

)

Net increase in cash and cash equivalents

 

 

2,680

 

 

 

2,680

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

57,194

 

 

 

57,194

 

Cash and cash equivalents, end of period

 

$

 

$

59,874

 

$

 

$

 

$

59,874

 

 

20




Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2005
(In thousands)

 

 

Parent
Company

 

Guarantor
Subsidiaries

 

Non-guarantor
Subsidiaries

 

Eliminations

 

Condensed
Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

 

$

3,429

 

$

(3,536

)

$

 

$

(107

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(10,489

)

(286

)

 

(10,775

)

Other investing activities

 

 

5,127

 

 

 

5,127

 

Net cash used in investing activities

 

 

(5,362

)

(286

)

 

(5,648

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Floor Plan Borrowings — non-manufacturer Affiliated

 

 

567,735

 

125,336

 

 

693,071

 

Floor Plan Repayments — non-manufacturer affiliated

 

 

(531,123

)

(123,475

)

 

(654,598

)

Proceeds from borrowings

 

 

2,107

 

 

 

2,107

 

Repayments of debt

 

 

(19,352

)

(842

)

 

(20,194

)

Intercompany financing

 

 

(2,803

)

2,803

 

 

 

Other financing activities

 

 

(3,471

)

 

 

(3,471

)

Net cash provided by financing activities

 

 

13,093

 

3,822

 

 

16,915

 

Net increase in cash and cash equivalents

 

 

11,160

 

 

 

11,160

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

28,093

 

 

 

28,093

 

Cash and cash equivalents, end of period

 

$

 

$

39,253

 

$

 

$

 

$

39,253

 

 

16. SUBSEQUENT EVENTS

In April 2006, we sold our remaining two franchises (two dealerships) in Portland, Oregon. We sold these franchises for $22.2 million and recognized a net gain on the sale of approximately $4.1 million. Both franchises were classified as discontinued operations as of March 31, 2006 and December 31, 2005.

21




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Asbury Automotive Group, Inc.:

We have reviewed the accompanying condensed consolidated balance sheet of Asbury Automotive Group, Inc. and subsidiaries (the “Company”) as of March 31, 2006, and the related condensed consolidated statements of income and cash flow for the three-month periods ended March 31, 2006 and 2005. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2005, and the related consolidated statements of income, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 15, 2006, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2005 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

 

New York, New York

 

May 9, 2006

 

 

22




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are one of the largest automotive retailers in the United States, operating 122 franchises (89 dealership locations) in 22 metropolitan markets within 11 states as of March 31, 2006. We offer 33 different brands of new vehicles, including four heavy truck brands. We also operate 24 collision repair centers that serve our markets.

Our revenues are derived primarily from four offerings: (i) the sale of new vehicles to individual retail customers (“new retail”) and the sale of new vehicles to commercial customers (“fleet”) (the terms “new retail” and “fleet” being collectively referred to as “new”); (ii) the sale of used vehicles to individual retail customers (“used retail”) and the sale of used vehicles to other dealers at auction (“wholesale”) (the terms “used retail” and “wholesale” being collectively referred to as “used”); (iii) maintenance and collision repair services and the sale of automotive parts (collectively referred to as, “fixed operations”); and (iv) the arrangement of vehicle financing and the sale of various insurance and warranty products (collectively referred to as, “F&I”). We evaluate the results of our new and used vehicle sales based on unit volumes and gross profit per vehicle retailed (“PVR”), our fixed operations based on aggregate gross profit, and F&I based on gross profit PVR. We assess the organic growth of our revenue and gross profit by comparing the year-to-year results of stores that we have operated for at least twelve months.

We have grown our business through the acquisition of large dealership groups and numerous “tuck-in” acquisitions. “Tuck-in” acquisitions refer to the purchase of dealerships in the market areas in which we have existing dealerships. We use “tuck-in” acquisitions to increase the number of vehicle brands we offer in a particular market area and to create a larger gross profit base over which to spread overhead costs.

Our retail network is organized into principally four regions and includes eleven dealership groups, each marketed under different local brands: (i) Florida (comprising our Coggin dealerships, operating primarily in Jacksonville and Orlando, and our Courtesy dealerships operating in Tampa), (ii) West (comprising our McDavid dealerships operating throughout Texas, our Thomason dealerships operating in Portland, Oregon and our Spirit dealerships operating in Los Angeles, California), (iii) Mid-Atlantic (comprising our Crown dealerships operating in North Carolina, South Carolina and Southern Virginia) and (iv) South (comprising our Nalley dealerships operating in Atlanta, Georgia, and our North Point dealerships operating in Little Rock, Arkansas). Our Plaza dealerships operating in St. Louis, Missouri, our Gray Daniels dealerships operating in Jackson, Mississippi and our Northern California dealerships operating in Sacramento and Fresno, California remain standalone operations. We sold our remaining two dealerships in Portland, Oregon in April 2006, which reduced the number of metropolitan markets in which we operate to 21.

Our gross profit margin varies with our revenue mix. The sale of vehicles generally results in lower gross profit margin than our fixed operations. As a result, when fixed operations increase as a percentage of total sales, we expect our overall gross profit margin to increase.

Selling, general and administrative (“SG&A”) expenses consist primarily of fixed and incentive-based compensation, advertising, rent, insurance, utilities and other customary operating expenses. A significant portion of our selling expenses is variable (such as sales commissions), or controllable expenses (such as advertising), generally allowing our cost structure to adapt in response to trends in our business. We evaluate commissions paid to salespeople as a percentage of retail vehicle gross profit and all other SG&A expenses in the aggregate as a percentage of total gross profit. During the first quarter of 2006, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 123R “Share-Based Payment” under the modified prospective transition method and decided to issue restricted stock units to our employees instead of stock options. As a result, we have recorded stock compensation expense under the fair value method for the three months ended March 31, 2006. Prior to January 1, 2006, including the three month period ended March 31, 2005, we recorded stock compensation expense under the intrinsic value method.

Sales of vehicles (particularly new vehicles) have historically fluctuated with general macroeconomic conditions, including consumer confidence, availability of consumer credit and fuel prices. Although these factors may impact our business, we believe that any future negative trends will be mitigated by (i) our advantageous brand mix, which is weighted towards luxury and mid-line import brands, (ii) increased used vehicle sales, (iii) stability of our fixed operations, (iv) our variable cost structure and (v) our regional diversity. Historically, we have been less affected by market volatility than the U.S. automobile industry as a whole as a result of our brand mix and product diversity. We expect the recent industry-wide gain in market share of the luxury and mid-line import brands to continue in the near future.

Our operations are generally subject to seasonal variations as we tend to generate more revenue and operating income in the second and third quarters than in the first and fourth quarters. Generally, the seasonal variations in our operations are caused by many factors, including weather conditions, changes in manufacturer incentive programs, model changeovers and consumer buying patterns. Over the past several years, certain automobile manufacturers have used a

23




combination of vehicle pricing and financing incentive programs to generate increased customer demand for new vehicles. We anticipate that the manufacturers will continue to use these incentive programs in the future. In addition, we will continue to expand our service capacity in order to meet anticipated future demand, as we expect the recent increase in our new vehicle sales and a focused effort on creating and maintaining customer relationships will drive future service demand at our dealership locations.

Interest rates have continued to increase through the first quarter of 2006. We do not believe that changes in interest rates significantly impact customer overall buying patterns, as changes in interest rates do not dramatically increase the monthly payment of a financed vehicle. For example, the monthly payment for a typical vehicle financing transaction in which a customer finances $25,000 at 8.0% over 60 months increases by approximately $6.00 with each 50-basis-point increase in interest rates.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2006, Compared to the Three Months Ended March 31, 2005

 

 

For the Three Months Ended
March 31,

 

 

 

 

 

In thousands

 

2006

 

% of
Gross
Profit

 

2005

 

% of
Gross
Profit

 

Increase
(Decrease)

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

New vehicle

 

$

823,164

 

 

 

$

772,444

 

 

 

$

50,720

 

7

%

Used vehicle

 

358,106

 

 

 

320,457

 

 

 

37,649

 

12

%

Parts, service and collision repair

 

170,051

 

 

 

151,843

 

 

 

18,208

 

12

%

Finance and insurance, net

 

35,648

 

 

 

35,511

 

 

 

137

 

0

%

Total revenues

 

1,386,969

 

 

 

1,280,255

 

 

 

106,714

 

8

%

COST OF SALES

 

1,175,421

 

 

 

1,085,571

 

 

 

89,850

 

8

%

GROSS PROFIT

 

211,548

 

100

%

194,684

 

100

%

16,864