SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2004 ------------------------------------------------- Asbury Automotive Group, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware --------------------------------------------------- (State or other jurisdiction of incorporation) 5511 01-0609375 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 622 Third Avenue, 37th Floor, New York, NY 10017 ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (212) 885-2500 --------------------------------------------------- (Registrant's telephone number, including area code) None ------------------------------------------------------------- (Former name or former address, if changed since last report)Item 5. Other Events and Regulation FD Disclosure The registrant hereby files the press release identified under Item 12, and attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description 99.1 Press Release dated July 29, 2004. Item 12. Results of Operations and Financial Condition The registrant issued a press release on July 29, 2004, announcing its financial results for the quarter ended June 30, 2004, which press release is attached hereto as Exhibit 99.1.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ASBURY AUTOMOTIVE GROUP, INC. Date: July 29, 2004 By: /s/ Kenneth B. Gilman ------------------------------ Name: Kenneth B. Gilman Title: President and Chief Executive Officer
EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated July 29, 2004
Investors May Contact: Stacey Yonkus Director, Investor Relations (212) 885-2512 syonkus@asburyauto.com Reporters May Contact: Tom Pratt RFBinder Partners (212) 994-7563 tom.pratt@rfbinder.com Asbury Automotive Group Reports Second Quarter Financial Results New York, NY, July 29, 2004 - Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the U.S., today reported financial results for the quarter ended June 30, 2004. Net income from continuing operations increased 6.6 percent to $15.2 million, or $0.47 per share, from $14.2 million, or $0.44 per share, for the second quarter of 2003. Net income increased 20.2 percent to $14.7 million, or $0.45 per share, from $12.3 million, or $0.38 per share, in the prior year period. For the first six months of the year, net income from continuing operations increased 15.4 percent to $25.9 million, or $0.79 per share, from $22.4 million, or $0.68 per share, a year ago. Net income for the first half of the year increased 29.6 percent to $25.1 million, or $0.77 per share, from $19.4 million, or $0.59 per share, in the prior year period. The Company noted that net income for the quarter was affected by a severe hailstorm at its St. Louis platform, which adversely impacted earnings by approximately $0.02 per share. Other financial highlights for the second quarter of 2004, as compared to the prior year period, included: o Total revenues for the quarter were approximately $1.4 billion, up 13.0 percent. Total gross profit was $211.3 million, up 12.2 percent. o Same-store retail revenue (excluding fleet and wholesale business) increased 1.3 percent to $1.2 billion, while same-store retail gross profit rose 1.7 percent to $191.5 million. o New vehicle retail revenue increased 14.2 percent (2.8 percent same-store), and unit sales increased 11.2 percent (flat on a same-store basis). New vehicle retail gross profit increased 9.1 percent (down 3.8 percent same-store). o Used vehicle retail revenue increased 4.6 percent (down 5.1 percent same-store), and unit sales increased 3.8 percent (down 4.2 percent same-store). Used vehicle retail gross profit increased 7.4 percent (down 1.5 percent same-store). o Parts, service and collision repair revenues and gross profit increased 13.8 percent and 14.3 percent (2.7 and 3.9 percent same-store), respectively. The Company attributed the solid performance of its fixed operations during the quarter to an increase in its "customer pay" and warranty parts and service businesses, collectively up approximately 9 percent on a same-store basis, which were partially offset by lower increases in wholesale parts and outsourced service sales and a 15 percent reduction in body shop business, which was boosted a year ago in the wake of a major hailstorm in Texas. o Net finance and insurance (F&I) revenue rose 17.3 percent (8.6 percent same-store). F&I per vehicle retailed (PVR) increased 8.2 percent to $875, and platform F&I PVR rose 3.0 percent to $833. o As a percentage of gross profit, selling, general and administrative (SG&A) expenses for the quarter were 78.8 percent, compared to 77.3 percent in the prior year period. The Company cited an incremental $1.1 million of same-store advertising expense, as well as start-up costs associated with new dealership locations and its entrance into the Southern California market, for the year over year increase in its expense ratio. o The Company's effective tax rate for the quarter was 36.8 percent, compared to 39.8 percent in the prior year quarter. For the year, the Company expects its effective tax rate to be between 37 and 37.5 percent, which compares to 38.0 percent in 2003 after adjusting for the impact of an impairment charge. o In early July 2004, the Company entered into a sale-leaseback transaction, pursuant to which it sold certain land and buildings with a net book value of $100.6 million to an unaffiliated third party for $116.0 million and entered into long-term operating leases for the related facilities. The proceeds were used, in part, to repay the $63.7 million of related mortgage debt. President and CEO Kenneth B. Gilman commented, "We are pleased with the way our business model performed during the quarter, with solid overall gross profit production despite lower-than-expected vehicles sales, especially in June. Our service businesses again performed particularly well, with strong increases in income from both F&I and fixed operations - especially the customer pay and warranty portion of our business. The steady growth in these businesses has effectively offset challenges we faced in new and used vehicle sales, and enabled us to produce nearly a two percent increase in same-store retail gross profit for the quarter." J. Gordon Smith, Senior Vice President and CFO, stated, "So far this year we have achieved a 15 percent increase in income from continuing operations, in line with our business model. However, our SG&A expenses as a percent of gross profit rose approximately 150 basis points during the quarter due to several management decisions designed to grow the business. Our actions included a step up in advertising spending in an effort to sustain market share, as well as our strategic entrance into the Southern California market. Additionally, we incurred start-up costs related to the opening of several large volume stores, including one of the largest Honda dealerships in the country, as well as the largest Lexus dealership in the Southeast." Mr. Smith continued, "We did notice that the volatility of vehicle sales during the quarter put a strain on our cost structure. Variable expenses simply did not adjust as we would have liked them to in some of our dealerships, and as a result we did not get the productivity we were looking for. With a bit more work in this area, we could certainly deliver more to the bottom line." Commenting on guidance for 2004, the Company said it is comfortable with the average range of analysts' earnings expectations for the full year of between $1.70 and $1.75 per share. Factored into the range of expectations for the remainder of the year are anticipated reductions in gross profit of up to $1.5 million at the Company's St. Louis platform as it sells through the balance of the vehicles that sustained substantial damage during the hailstorm. Mr. Gilman said, "Based on performance through the first half of the year, as well as expectations for the remainder of the year, we see no reason to adjust our forecast due to a lackluster June. We are working under the assumption that the onset of additional manufacturer incentives in July, as well as the continued strengthening in the economy, will drive additional traffic into our dealerships. "Our growth model calls for 15 percent annual earnings growth, with half of that driven organically by the services side of the business, and the other half fueled by acquisitions. The business model continues to perform, as we posted double-digit earnings growth during the first half of the year despite the difficult retail sales environment," concluded Mr. Gilman. The Company also noted that during the second quarter it acquired three dealerships, Nissan, Honda and Dodge franchises in southern California, with annualized revenues of approximately $145 million. On a year-to-date basis, the Company has acquired dealerships that represent approximately $315 million of annualized revenues, within its previously targeted range of $300 million to $500 million for the full year. Asbury will host a conference call to discuss its 2004 second quarter results this morning at 11:00 a.m. Eastern Time. The call will be simulcast live on the Internet and can be accessed by logging onto http://www.asburyauto.com or http://www.ccbn.com. In addition, a live audio of the call will be accessible to the public by calling 800-381-2652; international callers, please dial 312-461-0745; no access code is required. A conference call replay will be available two hours following the call for 14 days and can be accessed by calling 888-203-1112 (domestic), or 719-457-0820 (international); access code 510025. About Asbury Automotive Group Asbury Automotive Group, Inc., headquartered in New York City, is one of the largest automobile retailers in the U.S., with 2003 revenues of $4.8 billion. Built through a combination of organic growth and a series of strategic acquisitions, Asbury now operates through nine geographically concentrated, individually branded "platforms." These platforms currently operate 100 retail auto stores, encompassing 139 franchises for the sale and servicing of 34 different brands of American, European and Asian automobiles. Asbury believes that its product mix contains a higher proportion of the more desirable luxury and mid-line import brands than most public automotive retailers. The Company offers customers an extensive range of automotive products and services, including new and used vehicle sales and related financing and insurance, vehicle maintenance and repair services, replacement parts and service contracts. Forward Looking Statements This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements relating to goals, plans, projections and guidance regarding the Company's financial position, results of operations, market position, product development, pending and potential future acquisitions and business strategy. These statements are based on management's current expectations and involve significant risks and uncertainties that may cause results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, market factors, the Company's relationships with vehicle manufacturers and other suppliers which could cause, among other things, acquisitions under contract or letters of intent to fail, risks associated with the Company's substantial indebtedness, risks related to pending and potential future acquisitions, general economic conditions both nationally and locally and governmental regulations and legislation. There can be no guarantees that the Company's plans for future operations will be successfully implemented or that they will prove to be commercially successful. These and other risk factors are discussed in the Company's annual report on Form 10-K and in its other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.ASBURY AUTOMOTIVE GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (Unaudited) For the Three Months Ended For the Six Months Ended ---------------------------- ---------------------------- June 30, 2004 June 30, 2003 June 30, 2004 June 30, 2003 ------------- ------------- ------------- ------------- REVENUES: New vehicle ......................................... $ 861,798 $ 755,097 $ 1,586,166 $ 1,379,172 Used vehicle ........................................ 335,136 306,771 652,470 593,803 Parts, service and collision repair ................. 155,235 136,381 302,323 263,640 Finance and insurance, net .......................... 39,015 33,249 71,831 61,714 ------------ ------------ ------------ ------------ Total revenues ................................ 1,391,184 1,231,498 2,612,790 2,298,329 COST OF SALES: New vehicle ......................................... 800,257 699,072 1,471,068 1,276,228 Used vehicle ........................................ 306,544 279,600 595,752 539,085 Parts, service and collision repair ................. 73,034 64,459 143,978 124,645 ------------ ------------ ------------ ------------ Total cost of sales ........................... 1,179,835 1,043,131 2,210,798 1,939,958 ------------ ------------ ------------ ------------ GROSS PROFIT ........................................... 211,349 188,367 401,992 358,371 OPERATING EXPENSES: Selling, general and administrative ................. 166,574 145,593 319,934 282,426 Depreciation and amortization ....................... 5,407 4,985 10,543 9,722 ------------ ------------ ------------ ------------ Income from operations ........................ 39,368 37,789 71,515 66,223 OTHER INCOME (EXPENSE): Floor plan interest expense ......................... (5,434) (4,799) (10,206) (9,022) Other interest expense .............................. (10,189) (9,996) (20,512) (19,950) Interest income ..................................... 112 80 387 260 Loss on sale of assets .............................. (100) (47) (142) (338) Other income, net ................................... 261 637 101 88 ------------ ------------ ------------ ------------ Total other expense, net ...................... (15,350) (14,125) (30,372) (28,962) ------------ ------------ ------------ ------------ Income from continuing operations before income taxes and discontinued operations ........... 24,018 23,664 41,143 37,261 INCOME TAX EXPENSE ..................................... 8,830 9,418 15,252 14,830 ------------ ------------ ------------ ------------ Net income from continuing operations ......... 15,188 14,246 25,891 22,431 DISCONTINUED OPERATIONS, net of tax .................... (440) (1,973) (779) (3,061) ------------ ------------ ------------ ------------ Net income .................................... $ 14,748 $ 12,273 $ 25,112 $ 19,370 ============ ============ ============ ============ EARNINGS PER COMMON SHARE (basic and diluted): Continuing operations ............................... $ 0.47 $ 0.44 $ 0.79 $ 0.68 Discontinued operations ............................. (0.02) (0.06) (0.02) (0.09) ------------ ------------ ------------ ------------ Net income .......................................... $ 0.45 $ 0.38 $ 0.77 $ 0.59 ============ ============ ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING: Basic ............................................... 32,470 32,701 32,452 32,876 ============ ============ ============ ============ Diluted ............................................. 32,656 32,714 32,688 32,881 ============ ============ ============ ============
ASBURY AUTOMOTIVE GROUP, INC. SELECTED DATA (In thousands, except vehicle and per vehicle data) (Unaudited) As Reported Same Store For the Three Months Ended June 30, For the Three Months Ended June 30, ------------------------------------------- ------------------------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ RETAIL VEHICLES SOLD: New units ......................... 28,538 64.0% 25,669 62.4% 25,661 63.4% 25,669 62.4% Used units ........................ 16,033 36.0 15,448 37.6 14,806 36.6 15,448 37.6 ------------ ------ ------------ ------ ------------ ------ ------------ ------ Total units ........ 44,571 100.0% 41,117 100.0% 40,467 100.0% 41,117 100.0% ============ ====== ============ ====== ============ ====== ============ ====== REVENUE: New retail ........................ $ 843,681 60.6% $ 738,921 60.0% $ 759,322 60.4% $ 738,921 60.0% Used retail ....................... 248,841 17.9 237,884 19.3 225,843 18.0 237,884 19.3 Parts, service and collision repair 155,235 11.2 136,381 11.1 140,025 11.1 136,381 11.1 Finance and insurance, net ........ 39,015 2.8 33,249 2.7 36,095 2.9 33,249 2.7 ------------ ------------ ------------ ------------ Total retail revenue ........ 1,286,772 1,146,435 1,161,285 1,146,435 Fleet ............................. 18,117 1.3 16,176 1.3 17,882 1.4 16,176 1.3 Wholesale ......................... 86,295 6.2 68,887 5.6 77,623 6.2 68,887 5.6 ------------ ------ ------------ ------ ------------ ------ ------------ ------ Total revenue ............... $ 1,391,184 100.0% $ 1,231,498 100.0% $ 1,256,790 100.0% $ 1,231,498 100.0% ============ ====== ============ ====== ============ ====== ============ ====== GROSS PROFIT: New retail ........................ $ 60,870 28.8% $ 55,797 29.6% $ 53,652 28.0% $ 55,797 29.6% Used retail ....................... 29,429 13.9 27,393 14.5 26,969 14.1 27,393 14.5 Parts, service and collision repair 82,201 38.9 71,922 38.2 74,762 39.1 71,922 38.2 Finance and insurance, net ........ 39,015 18.5 33,249 17.7 36,095 18.9 33,249 17.7 ------------ ------------ ------------ ------------ Total retail gross profit ... 211,515 188,361 191,478 188,361 Fleet ............................. 671 0.3 228 0.1 671 0.3 228 0.1 Wholesale ......................... (837) (0.4) (222) (0.1) (824) (0.4) (222) (0.1) ------------ ------ ------------ ------ ------------ ------ ------------ ------ Total gross profit .......... $ 211,349 100.0% $ 188,367 100.0% $ 191,325 100.0% $ 188,367 100.0% ============ ====== ============ ====== ============ ====== ============ ====== Selling, general and administrative expense ........................... 166,574 145,593 150,417 145,593 SG&A as a percent of gross profit .... 78.8% 77.3% 78.6% 77.3% GROSS PROFIT PER VEHICLE RETAILED: New retail (including floor plan interest credits) ............... $ 2,133 $ 2,174 $ 2,091 $ 2,174 Used retail ....................... 1,836 1,773 1,821 1,773 Finance and insurance, net ........ 875 809 892 809 Platform finance and insurance, net 833 809 845 809 As of As of June 30, 2004 December 31, 2003 ------------- ----------------- BALANCE SHEET HIGHLIGHTS: Cash and cash equivalents ................ $ 14,879 $ 106,711 Inventories .............................. 746,284 650,397 Total current assets ..................... 1,187,188 1,041,542 Floor plan notes payable ................. 673,202 602,167 Total current liabilities ................ 933,129 781,758 CAPITALIZATION: Long-term debt (including current portion) $ 531,497 $ 592,378 Shareholders' equity ..................... 455,591 433,707 ---------- ---------- Total ...................... $ 987,088 $1,026,085 ========== ==========
ASBURY AUTOMOTIVE GROUP, INC. SELECTED DATA (In thousands, except vehicle and per vehicle data) (Unaudited) As Reported Same Store For the Six Months Ended June 30, For the Six Months Ended June 30, ------------------------------------------- ------------------------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ RETAIL VEHICLES SOLD: New units ......................... 52,361 62.2% 47,385 61.1% 47,411 61.8% 47,385 61.1% Used units ........................ 31,808 37.8 30,183 38.9 29,339 38.2 30,183 38.9 ------------ ------ ------------ ------ ------------ ------ ------------ ------ Total units ........ 84,169 100.0% 77,568 100.0% 76,750 100.0% 77,568 100.0% REVENUE: New retail ........................ $ 1,553,183 59.4 $ 1,349,562 58.7 $ 1,406,109 59.3% $ 1,349,562 58.7% Used retail ....................... 487,923 18.7 461,376 20.1 442,152 18.7 461,376 20.1 Parts, service and collision repair 302,323 11.6 263,640 11.5 273,873 11.5 263,640 11.5 Finance and insurance, net ........ 71,831 2.7 61,714 2.7 66,753 2.8 61,714 2.7 ------------ ------------ ------------ ------------ Total retail revenue ........ 2,415,260 2,136,292 2,188,887 2,136,292 Fleet ............................. 32,983 1.3 29,610 1.3 32,748 1.4 29,610 1.3 Wholesale ......................... 164,547 6.3 132,427 5.7 148,808 6.3 132,427 5.7 ------------ ------ ------------ ------ ------------ ------ ------------ ------ Total revenue ............... $ 2,612,790 100.0% $ 2,298,329 100.0% $ 2,370,443 100.0% $ 2,298,329 100.0% ============ ====== ============ ====== ============ ===== ============ ====== GROSS PROFIT: New retail ........................ $ 114,053 28.3% $ 102,364 28.5% $ 101,517 27.8% $ 102,364 28.5% Used retail ....................... 58,063 14.4 54,658 15.3 53,122 14.5 54,658 15.3 Parts, service and collision repair 158,345 39.4 138,995 38.8 144,132 39.4 138,995 38.8 Finance and insurance, net ........ 71,831 17.9 61,714 17.2 66,753 18.3 61,714 17.2 ------------ ------------ ------------ ------------ Total retail gross profit ... 402,292 357,731 365,524 357,731 Fleet ............................. 1,045 0.3 580 0.2 1,044 0.3 580 0.2 Wholesale ......................... (1,345) (0.3) 60 0.0 (1,266) (0.3) 60 0.0 ------------ ------ ------------ ------ ------------ ------ ------------ ------ Total gross profit .......... $ 401,992 100.0% $ 358,371 100.0% $ 365,302 100.0% $ 358,371 100.0% ============ ====== ============ ====== =========== ===== =========== ====== Selling, general and administrative expense ........................... 319,934 282,426 290,485 282,426 SG&A as a percent of gross profit .... 79.6% 78.8% 79.5% 78.8% GROSS PROFIT PER VEHICLE RETAILED: New retail (including floor plan .. interest credits) ............... $ 2,178 $ 2,160 $ 2,141 $ 2,160 Used retail ....................... 1,825 1,811 1,811 1,811 Finance and insurance, net ........ 853 796 870 796 Platform finance and insurance, net 816 796 829 796
ASBURY AUTOMOTIVE GROUP, INC. SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION (In thousands, except vehicle data) (Unaudited) We evaluate our finance and insurance gross profit performance on a per vehicle retailed basis by dividing our total finance and insurance gross profit by the number of retail vehicles sold. During 2003, we renegotiated a contract with one of our third party finance and insurance product providers, which resulted in the recognition of income that was not attributable to retail vehicles sold during the year. We believe that platform finance and insurance, which excludes the additional revenue derived from contracts negotiated by our corporate office, provides a more accurate measure of our finance and insurance operating performance. The following table reconciles finance and insurance gross profit to platform finance and insurance gross profit, and provides necessary components to calculate platform finance and insurance gross profit per vehicle retailed. As Reported For the Three Same Store For the Three Months Ended June 30, Months Ended June 30, ------------------------- ------------------------- 2004 2003 2004 2003 ----------- ----------- ---------- ----------- RECONCILIATION OF FINANCE AND INSURANCE GROSS PROFIT TO PLATFORM FINANCE AND INSURANCE: Finance and insurance, net .................................. $ 39,015 $ 33,249 $ 36,095 $ 33,249 Less: corporate finance and insurance ...................... (1,906) -- (1,906) -- --------- --------- --------- --------- Platform finance and insurance, net .................... $ 37,109 $ 33,249 $ 34,189 $ 33,249 ========= ========= ========= ========= RETAIL VEHICLES SOLD: New retail units ........................................... 28,538 25,669 25,661 25,669 Used retail units .......................................... 16,033 15,448 14,806 15,448 --------- --------- --------- --------- Total units ........................................... 44,571 41,117 40,467 41,117 ========= ========= ========= ========= As Reported For the Six Same Store For the Six Months Ended June 30, Months Ended June 30, ------------------------- ------------------------- 2004 2003 2004 2003 ----------- ----------- ---------- ----------- RECONCILIATION OF FINANCE AND INSURANCE GROSS PROFIT TO PLATFORM FINANCE AND INSURANCE: Finance and insurance, net .................................. $ 71,831 $ 61,714 $ 66,753 $ 61,714 Less: corporate finance and insurance ...................... (3,149) -- (3,149) -- --------- --------- --------- --------- Platform finance and insurance, net .................... $ 68,682 $ 61,714 $ 63,604 $ 61,714 ========= ========= ========= ========= RETAIL VEHICLES SOLD: New retail units ........................................... $ 52,361 $ 47,385 $ 47,411 $ 47,385 Used retail units .......................................... 31,808 30,183 29,339 30,183 --------- --------- --------- --------- Total units ........................................... $ 84,169 $ 77,568 $ 76,750 $ 77,568 ========= ========= ========= ========= We define adjusted EBITDA as net income before other interest expense, income tax expense and depreciation and amortization expense. This definition of adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States. We believe adjusted EBITDA provides a basis to measure our operating performance, apart from the expenses associated with our physical plant or capital structure. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flow from operating activities or other measures of performance defined by accounting principles generally accepted in the United States. A reconciliation of adjusted EBITDA is presented below. As Reported As Reported As Reported As Reported For the Three For the Three For the Six For the Six Months Ended Months Ended Months Ended Months Ended June 30, June 30, June 30, June 30, ------------- ------------- ------------ ------------ 2004 2003 2004 2003 ------------- ------------- ------------ ------------ RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA: Net income ................................ $ 14,748 $ 12,273 $ 25,112 $ 19,370 Add: Other interest expense ............... 10,189 9,996 20,512 19,950 Income tax expense ................... 8,830 9,418 15,252 14,830 Depreciation and amortization ......... 5,407 4,985 10,543 9,722 -------- -------- -------- -------- Adjusted EBITDA ................................ $ 39,174 $ 36,672 $ 71,419 $ 63,872 ======== ======== ======== ========