This MD&A needs to be learn along side the accompanying audited consolidated monetary statements and notes. Ahead-looking statements on this MD&A are usually not ensures of future efficiency and will contain dangers and uncertainties that might trigger precise outcomes to vary materially from these projected. Discuss with the "Ahead-Wanting Statements"] and Half I, Merchandise 1A. Danger Components for a dialogue of those dangers and uncertainties. The dialogue of our monetary situation and outcomes of operations for the 12 months endedDecember 31, 2019 is included in Merchandise 7. Administration's Dialogue and Evaluation of Monetary Situation and Outcomes of Operations in our Annual Report on Kind 10-Okay for the 12 months endedDecember 31, 2020 . OVERVIEW We're one of many largest automotive retailers inamerica . As ofDecember 31, 2021 , by way of our Dealerships phase, we owned and operated 205 new car franchises (155 dealership places), representing 31 manufacturers of vehicles, 35 collision facilities, seven stand-alone used car dealerships, one used car wholesale enterprise and one auto public sale, inside 15 states. Our shops provide an in depth vary of automotive services and products, together with new and used autos; elements and repair, which embody restore and upkeep providers, alternative elements, and collision restore service; and finance and insurance coverage merchandise. The finance and insurance coverage merchandise are offered by impartial third events and our not too long ago acquired F&I product supplier, TCA. The F&I merchandise supplied by TCA are primarily offered by way of LHM Dealerships. For the 12 months endedDecember 31, 2021 , our new car income model combine consisted of 39% imports, 44% luxurious, and 17% home manufacturers. Because of the LHM Acquisition onDecember 17, 2021 , as outlined under, the Firm now displays its operations in two reportable segments: Dealerships and TCA. Our Dealerships phase revenues are derived primarily from: (i) the sale of latest autos; (ii) the sale of used autos to particular person retail prospects ("used retail") and to different sellers at public sale ("wholesale") (the phrases "used retail" and "wholesale" collectively known as "used"); (iii) restore and upkeep providers, together with collision restore, the sale of automotive alternative elements, and the reconditioning of used autos (collectively known as "elements and repair"); and (iv) the association of third-party car financing and the sale of quite a few car safety merchandise. F&I merchandise are supplied by dealerships to prospects in reference to the acquisition of autos by way of both TCA or impartial third events. F&I income recorded by the Dealerships phase associated to TCA merchandise is eradicated upon consolidation. We consider the outcomes of our new and used car gross sales primarily based on unit volumes and gross revenue per car offered, our elements and repair operations primarily based on mixture gross revenue, and our F&I enterprise primarily based on F&I gross revenue per car offered. Our dealerships gross revenue margin varies with our income combine. Traditionally, the gross sales of latest autos typically ends in a decrease gross revenue margin than used car gross sales, gross sales of elements and repair, and gross sales of F&I merchandise. As a end result, when used car, elements and repair, and F&I income improve as a proportion of whole income, we anticipate our general gross revenue margin to improve. Our TCA phase revenues, mirrored in F&I Revenues, are derived from the sale of assorted car safety merchandise together with car service contracts, assured asset safety insurance coverage, pay as you go upkeep contracts, car theft help contracts and look safety contracts. These merchandise are offered primarily by way of LHM Dealerships. TCA's F&I Revenues are supplemented with funding positive factors or losses and earnings earned related to the efficiency of TCA's funding portfolio. Our TCA phase gross revenue margin can fluctuate as a consequence of incurred claims expense and the amortization of deferred acquisition prices expensed over the lifetime of a buyer contract. Sure F&I merchandise might end in greater TCA gross revenue margins. Subsequently, the product mixture of F&I merchandise offered by TCA can have an effect on the gross income earned. As well as, rate of interest volatility primarily based on financial and market situations outdoors the management of the Firm, might improve or scale back TCA phase gross revenue margins in addition to the honest market values of sure securities inside our funding portfolio. Honest market values sometimes fluctuate inversely to the fluctuations in rates of interest. Promoting, basic, and administrative ("SG&A") bills consist primarily of fastened and incentive-based compensation, promoting, hire, insurance coverage, utilities, and different customary working bills. A good portion of our value construction is variable (comparable to gross sales commissions) or controllable (comparable to promoting), which we consider permits us to adapt to modifications within the retail setting over the long-term. We consider commissions paid to salespeople as a proportion of retail car gross revenue, promoting expense on a per car retailed ("PVR") foundation, and all different SG&A bills within the mixture as a proportion of whole gross revenue. Commissions expense paid by TCA to our affiliated dealerships and mirrored as F&I Income in our Dealerships phase is eradicated upon consolidation. 36 -------------------------------------------------------------------------------- Desk of Contents Our continued natural progress relies upon the execution of our balanced automotive retailing and repair enterprise technique, the continued energy of our model combine, and the manufacturing and allocation of fascinating autos from the car producers whose manufacturers we promote. Our car gross sales have traditionally fluctuated with product availability in addition to native and nationwide financial situations, together with shopper confidence, availability of shopper credit score, gas costs, and employment ranges. As well as, our capacity to promote sure new and used autos may be negatively impacted by quite a few elements, a few of that are outdoors of our management. Producers proceed to be hampered by the dearth of availability of elements and key elements from suppliers comparable to semi-conductor chips, which has disrupted manufacturing and impacted new car stock ranges. As well as, because of this of the COVID-19 world pandemic, sure car producers have wanted to sluggish or quickly halt meeting strains for the security of their employees. We can't predict with any certainty how lengthy the automotive retail trade will proceed to be topic to those manufacturing slowdowns or when normalized manufacturing will resume at these producers. We proceed to watch and reply as essential to the Firm's operational wants in the course of the ongoing outbreak of the COVID-19 world pandemic and the ensuing financial uncertainty.
Larry H. Miller Acquisition
OnSeptember 28, 2021 ,Asbury Automotive Group, LLC ("Purchaser"), aDelaware restricted legal responsibility firm and a wholly-owned subsidiary of the Firm, entered into (i) a Buy Settlement (the "Fairness Buy Settlement") with sure members of the Larry H. Miller Dealership household of entities; (ii) a Actual Property Buy and Sale Settlement (the "Actual Property Buy Settlement") withMiller Household Actual Property, L.L.C. and (iii) a Buy Settlement (the "TCA Buy Settlement" and along with the Fairness Buy Settlement and the Actual Property Buy Settlement, the "Transaction Agreements") with sure fairness homeowners of the Complete Care Auto, Powered by Landcar ("TCA") enterprise affiliated with the Larry H. Miller Dealership household of entities. Pursuant to the Transaction Agreements, we agreed to accumulate the fairness pursuits of, and the true property associated to (collectively, the "Transactions"), the companies of the Larry H. Miller Dealerships ("LHM") and TCA (collectively, the "Companies"), every described within the Fairness Buy Settlement, the Actual Property Buy Settlement and the TCA Buy Settlement, for an mixture buy value of roughly$3.48 billion , comprising roughly$2.51 billion of goodwill and franchise rights intangible belongings,$792.6 million of property and gear, and$285.0 million in inventories much less$105.6 million of liabilities assumed, internet of different belongings acquired. OnDecember 17, 2021 , the Firm accomplished the acquisition of the Companies, thereby buying 54 new car dealerships, seven used vehicles dealerships, 11 collision facilities, a used car wholesale enterprise, the true property associated thereto, and the entities comprising the TCA enterprise for a complete buy value of$3.48 billion . The true property was acquired in escrow, to be launched, along with the associated portion of the acquisition value, topic to the satisfaction of sure title associated situations. The acquisition value was financed by way of a mixture of money, proceeds from the issuance of frequent inventory and borrowings together with the issuance of the 2029 Senior Notes and 2032 Senior Notes, the drawdown on the 2021 Actual Property Facility and the 2019 Senior Credit score Facility and different ground plan borrowings.
Park Place Acquisition
OnDecember 11, 2019 , the Firm entered into (1) an Asset Buy Settlement (the "2019 Asset Buy Settlement") with sure members of the Park Place Dealership household of entities,Park Place Mid-Cities, Ltd. , aTexas restricted partnership, and the recognized principal (collectively, "Park Place") and (2) a Actual Property Buy Settlement (the "Actual Property Buy Settlement" and, along with the 2019 Asset Buy Settlement, the "2019 Park Place Agreements") with sure members of the Park Place Dealership household of entities to accumulate considerably all the belongings of, and sure actual property associated to, the Park Place enterprise. The 2019 Asset Buy Settlement included the acquisition of 19 franchises (3 Mercedes-Benz, 3 Sprinter, 2 Lexus, 2 Jaguar, 2 Land Rover, 1 Porsche, and 1 Volvo and 5 extremely luxurious manufacturers together with 1 Bentley, 1 Rolls Royce, 1 McLaren, 1 Maserati and 1 Karma), two collision facilities and an auto public sale. OnMarch 24, 2020 , Asbury delivered discover to the sellers terminating the 2019 Park Place Agreements pursuant to the phrases thereof in trade for the fee of$10.0 million of liquidated damages. Please refer to Liquidity and Capital Sources for extra particulars relating to the impression on financing transactions. Because of the Firm's efforts to mitigate the monetary impression of the COVID-19 world pandemic, together with a robust Might andJune 2020 efficiency, the Firm reengaged on the Park Place Dealership group acquisition below extra favorable pricing and extra versatile financing phrases, together with limiting the buy of luxurious dealership franchises to these most aligned with the Firm's core strategic enterprise. OnJuly 6, 2020 , the Firm entered into an Asset Buy Settlement (the "Revised Asset Buy Settlement") with Park Place to accumulate considerably all the belongings of, and lease the true property associated to, 12 new car dealership franchises (3 Mercedes-Benz, 3 Sprinter, 2 Lexus, 1 Jaguar, 1 Land Rover, 1 Porsche, and 1 Volvo), two collision facilities and an auto public sale comprising the Park Place Dealership group (collectively, the "Park Place acquisition") for a purchase order value of$889.9 million . The Park Place acquisition was accomplished onAugust 24, 2020 . The acquisition value was financed by way of a mixture of money, ground plan services and vendor financing. InSeptember 2020 , the 37 -------------------------------------------------------------------------------- Desk of Contents Firm redeemed the quantities excellent associated to the vendor financing. Sure of the leased actual property was subsequently acquired inMight 2021 for$217.1 million .
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
Preparation of monetary statements in conformity with accounting rules typically accepted inamerica of America , requires administration to make estimates and assumptions, that have an effect on the quantities of belongings and liabilities and disclosures of contingent belongings and liabilities, as of the date of the monetary statements, and reported quantities of revenues and bills in the course of the intervals introduced. On an ongoing foundation, administration evaluates their estimates and assumptions and the results of any such revisions are mirrored within the monetary statements, within the interval by which they're decided to be obligatory. Precise outcomes may differ materially from these estimates in a way that might have a fabric impact on our Consolidated Monetary Statements. Set forth under are the insurance policies and estimates that we have now recognized as important to our enterprise operations and understanding our outcomes of operations, primarily based on the excessive diploma of judgment or complexity of their utility.
Goodwill represents the surplus value of an acquired enterprise over the honest market worth of its identifiable belongings and liabilities. We now have decided, primarily based on how we combine acquisitions into our enterprise, how the elements of our enterprise share sources and work together with each other, and the way we assessment the outcomes of our operations, that we have now a number of geographic market-based working segments. We now have decided the dealerships in every of our working segments are elements which might be aggregated into a number of geographic market-based reporting items for the aim of testing goodwill for impairment, as they (i) have related financial traits, (ii) provide related merchandise and providers (all of our franchised dealerships provide new and used autos, elements and repair, and prepare for third-party car financing and the sale of insurance coverage merchandise), (iii) have related prospects, (iv) have related distribution and advertising and marketing practices (all of our dealerships distribute merchandise and providers by way of dealership services that market to prospects in related methods) and (v) function below related regulatory environments. Our solely different vital identifiable intangible belongings are our rights below franchise agreements with producers, that are recorded at a person franchise stage. The honest worth of our producer franchise rights are decided on the acquisition date, by discounting the projected money flows particular to every franchise. We now have decided that producer franchise rights have an indefinite life as there are not any financial, contractual or different elements that restrict their helpful lives, and they're anticipated to generate money flows indefinitely because of the traditionally lengthy lives of the producers' model names. Moreover, to the extent that any agreements evidencing our producer franchise rights would expire, we anticipate that we might be capable to renew these agreements within the atypical course of enterprise. Because of the COVID-19 pandemic, we carried out quantitative impairment checks as ofMarch 31, 2020 , and recognized eleven dealerships with franchise rights carrying values that exceeded their honest values, and because of this, recorded non-cash impairment prices of$23.0 million . No franchise proper impairments had been recognized in 2021. We don't amortize goodwill and different intangible belongings which might be deemed to have indefinite lives. We assessment goodwill and producer franchise rights for impairment yearly as ofOctober 1st , or extra typically if occasions or circumstances point out that any impairment might have occurred. We're topic to monetary assertion danger to the extent that goodwill turns into impaired as a consequence of decreases in the honest worth of our automotive retail enterprise or producer franchise rights develop into impaired as a consequence of decreases within the honest worth of our particular person franchises.
F&I Chargeback Reserves-
We obtain commissions from third-party lending and insurance coverage establishments for arranging buyer financing and from the sale of car service contracts, GAP insurance coverage, and different car safety merchandise. F&I commissions are recorded on the time the related car is offered. We could also be charged again for F&I commissions within the occasion a contract is pay as you go, defaulted upon, or terminated ("chargebacks"). F&I commissions, internet of estimated future chargebacks, are included in Revenues - Finance and Insurance coverage, internet within the accompanying Consolidated Statements of Earnings. We reserve for chargebacks on finance and car service and different safety product contract commissions acquired. The reserve is established primarily based on historic working outcomes and the termination provisions of the relevant contracts and is evaluated on a product-by-product foundation. Our F&I money chargebacks for the years endedDecember 31, 2021 , 2020, and 2019 had been$45.5 million ,$38.0 million , and$40.6 million , respectively. Our chargeback reserves had been$50.4 million and$47.3 million as ofDecember 31, 2021 and 2020, respectively. Complete chargebacks as a proportion of F&I commissions for the years endedDecember 31, 2021 , 2020, and 2019, had been 11%, 12%, and 13%, respectively. A 100 foundation level change in our estimated reserve charge for future chargebacks, would 38
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change our finance and insurance coverage chargeback reserve by roughly
million
underwritten by TCA are eradicated in consolidation.
39 -------------------------------------------------------------------------------- Desk of Contents CONSOLIDATED RESULTS OF OPERATIONS The Yr EndedDecember 31, 2021 In comparison with the Yr EndedDecember 31, 2020 For the Yr Ended December 31, Improve % 2021 2020 (Lower) Change ({Dollars} in thousands and thousands, besides per share information) REVENUE: New car$ 4,934.1 $ 3,767.4 $ 1,166.7 31 % Used car 3,315.6 2,169.5 1,146.1 53 % Components and repair 1,182.9 889.8 293.1 33 % Finance and insurance coverage, internet 405.1 305.1 100.0 33 % TOTAL REVENUE 9,837.7 7,131.8 2,705.9 38 % GROSS PROFIT: New car 490.5 218.5 272.0 124 % Used car 288.3 156.6 131.7 84 % Components and repair 721.9 543.2 178.7 33 % Finance and insurance coverage, internet 401.5 305.1 96.4 32 % TOTAL GROSS PROFIT 1,902.2 1,223.4 678.8 55 % OPERATING EXPENSES: Promoting, basic, and administrative 1,073.9 781.9 292.0 37 % Depreciation and amortization 41.9 38.5 3.4 9 % Franchise rights impairment - 23.0 (23.0) (100) % Different working (earnings) expense, internet (5.4) 9.2 (14.6) (159) % INCOME FROM OPERATIONS 791.8 370.8 421.0 114 % OTHER EXPENSES (INCOME): Ground plan curiosity expense 8.2 17.7 (9.5) (54) % Different curiosity expense, internet 93.9 56.7 37.2 66 % Loss on extinguishment of long-term debt, internet - 20.6 (20.6) (100) % Achieve on dealership divestitures, internet (8.0) (62.3) 54.3 87 % Complete different bills, internet 94.1 32.7 61.4 188 % INCOME BEFORE INCOME TAXES 697.7 338.1 359.6 106 % Earnings tax expense 165.3 83.7 81.6 97 % NET INCOME$ 532.4 $ 254.4 $ 278.0 109 % Web earnings per frequent share-Diluted$ 26.49 $ 13.18 $ 13.31 101 % 40
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Desk of Contents For the Yr Ended December 31, 2021 2020 REVENUE MIX PERCENTAGES: New autos 50.2 % 52.8 % Used retail autos 31.1 % 27.0 % Used car wholesale 2.6 % 3.4 % Components and repair 12.0 % 12.5 % Finance and insurance coverage, internet 4.1 % 4.3 % Complete income 100.0 % 100.0 % GROSS PROFIT MIX PERCENTAGES: New autos 25.8 % 17.9 % Used retail autos 13.7 % 11.9 % Used car wholesale 1.4 % 0.9 % Components and repair 38.0 % 44.4 % Finance and insurance coverage, internet 21.1 % 24.9 % Complete gross revenue 100.0 % 100.0 % GROSS PROFIT MARGIN 19.3 % 17.2 % SG&A EXPENSES AS A PERCENTAGE OF GROSS PROFIT 56.5 % 63.9 % Complete income throughout 2021 elevated by$2.71 billion (38%) in comparison with 2020, due to a$1.17 billion (31%) improve in new car income, a$1.15 billion (53%) improve in used car income, a$293.1 million (33%) improve in elements and repair income and a$100.0 million (33%) improve in F&I income. The$678.8 million (55%) improve in gross revenue throughout 2021 was the results of a$272.0 million (124%) improve in new car gross revenue, a$131.7 million (84%) improve in used car gross revenue, a$178.7 million (33%) improve in elements and repair gross revenue and a$96.4 million (32%) improve in F&I gross revenue. Our whole gross revenue margin elevated 210 foundation factors from 17.2% in 2020 to 19.3% in 2021. Earnings from operations throughout 2021 elevated by$421.0 million (114%) in contrast to 2020, primarily as a consequence of a$678.8 million (55%) improve in gross revenue, a$23.0 million lower in franchise rights impairment, a$14.6 million lower in different working bills, internet, partially offset by a$292.0 million (37%) improve in promoting, basic, and administrative bills and a$3.4 million (9%) improve in depreciation and amortization bills. Complete different bills, internet elevated by$61.4 million (188%) in 2021, primarily as a consequence of a$54.3 million lower in acquire on dealership divestitures, a$37.2 million improve in different curiosity expense, internet, partially offset by a$9.5 million lower in ground plan curiosity expense and a$20.6 million lower in loss on extinguishment of debt. In consequence, earnings earlier than earnings taxes elevated by$359.6 million (106%) to$697.7 million in 2021. The$81.6 million (97%) improve in earnings tax expense was primarily attributable to the 106% improve in earnings earlier than taxes, partially offset by a 110 foundation level lower within the 2021 efficient tax charge. General, internet earnings elevated by$278.0 million (109%) from$254.4 million in 2020 to$532.4 million in 2021. We assess the natural progress of our income and gross revenue on a similar retailer foundation. We consider that our evaluation on a similar retailer foundation represents an vital indicator of comparative monetary efficiency and offers related info to evaluate our efficiency. As such, for the next dialogue, similar retailer quantities consist of knowledge from dealerships for an identical months in every comparative interval, commencing with the primary month we owned the dealership. Moreover, quantities associated to divested dealerships are excluded from every comparative interval. 41
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Desk of Contents DEALERSHIP SEGMENT New Car- For the Yr Ended December 31, Improve % 2021 2020 (Lower) Change ({Dollars} in thousands and thousands, aside from per car information) As Reported: Income: Luxurious$ 2,183.0 $ 1,450.1 $ 732.9 51 % Import 1,935.8 1,550.6 385.2 25 % Home 815.3 766.7 48.6 6 % Complete new car income$ 4,934.1 $ 3,767.4 $ 1,166.7 31 % Gross revenue: Luxurious$ 241.1 $ 113.7 $ 127.4 112 % Import 175.3 59.7 115.6 194 % Home 74.1 45.1 29.0 64 % Complete new car gross revenue$ 490.5 $ 218.5 $ 272.0 124 % New car items: Luxurious 34,648 25,259 9,389 37 % Import 58,413 52,201 6,212 12 % Home 16,849 17,705 (856) (5) % Complete new car items 109,910 95,165 14,745 15 % Identical Retailer: Income: Luxurious$ 1,597.4 $ 1,409.3 $ 188.1 13 % Import 1,847.6 1,534.8 312.8 20 % Home 730.2 734.8 (4.6) (1) % Complete new car income$ 4,175.2 $ 3,678.9 $ 496.3 13 % Gross revenue: Luxurious$ 175.2 $ 110.6 $ 64.6 58 % Import 163.8 59.4 104.4 176 % Home 64.8 43.2 21.6 50 % Complete new car gross revenue$ 403.8 $ 213.2 $ 190.6 89 % New car items: Luxurious 25,647 24,526 1,121 5 % Import 56,227 51,698 4,529 9 % Home 15,316 17,009 (1,693) (10) % Complete new car items 97,190 93,233 3,957 4 % 42
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Desk of Contents New Car Metrics- For the Yr Ended December 31, Improve % 2021 2020 (Lower) Change As Reported: Income per new car offered$ 44,892 $ 39,588 $ 5,304 13 % Gross revenue per new car offered$ 4,463 $ 2,296 $ 2,167 94 % New car gross margin 9.9 % 5.8 % 4.1 % Luxurious: Gross revenue per new car offered$ 6,959 $ 4,501 $ 2,458 55 % New car gross margin 11.0 % 7.8 % 3.2 %
Import:
Gross revenue per new car offered$ 3,001 $ 1,144 $ 1,857 162 % New car gross margin 9.1 % 3.9 % 5.2 %
Home:
Gross revenue per new car offered$ 4,398 $ 2,547 $ 1,851 73 % New car gross margin 9.1 % 5.9 % 3.2 % Identical Retailer: Income per new car offered$ 42,959 $ 39,459 $ 3,500 9 % Gross revenue per new car offered$ 4,155 $ 2,287 $ 1,868 82 % New car gross margin 9.7 % 5.8 % 3.9 % Luxurious: Gross revenue per new car offered$ 6,831 $ 4,510 $ 2,321 51 % New car gross margin 11.0 % 7.8 % 3.2 %
Import:
Gross revenue per new car offered$ 2,913 $ 1,149 $ 1,764 154 % New car gross margin 8.9 % 3.9 % 5.0 %
Home:
Gross revenue per new car offered$ 4,231 $ 2,540 $ 1,691 67 % New car gross margin 8.9 % 5.9 % 3.0 % New car income elevated by$1.17 billion (31%), because of a 15% improve in new car unit gross sales and a 13% improve in income per new car offered. Identical retailer new car income elevated by$496.3 million (13%) as a results of a 4% improve in new car items offered and a 9% improve in income per new car offered. Identical retailer new car gross revenue in 2021 elevated by$190.6 million (89%), because of a 82% improve in gross revenue per new car offered and a 4% improve in unit volumes. Identical retailer new car gross margin elevated 390 foundation factors to 9.7% in 2021, primarily because of a provide scarcity for a lot of 2021 attributable to producer manufacturing challenges attributable to the semi-conductor scarcity and the COVID-19 pandemic. We completed 2021 with a eight day provide of latest car stock which is under our focused days provide primarily because of these producer manufacturing challenges. 43
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Desk of Contents Used Car- For the Yr Ended December 31, Improve % 2021 2020 (Lower) Change ({Dollars} in thousands and thousands, aside from per car information) As Reported: Income: Used car retail revenues$ 3,055.9 $ 1,930.0 $ 1,125.9 58 % Used car wholesale revenues 259.7 239.5 20.2 8 % Used car income$ 3,315.6 $ 2,169.5 $ 1,146.1 53 % Gross revenue: Used car retail gross revenue $ 262.0$ 145.3 $ 116.7 80 % Used car wholesale gross revenue 26.3 11.3 15.0 133 % Used car gross revenue $ 288.3$ 156.6 $ 131.7 84 % Used car retail items: Used car retail items 105,206 80,537 24,669 31 % Identical Retailer: Income: Used car retail revenues$ 2,621.9 $ 1,872.1 $ 749.8 40 % Used car wholesale revenues 175.1 235.2 (60.1) (26) % Used car income$ 2,797.0 $ 2,107.3 $ 689.7 33 % Gross revenue: Used car retail gross revenue $ 226.5$ 141.9 $ 84.6 60 % Used car wholesale gross revenue 18.9 11.4 7.5 66 % Used car gross revenue $ 245.4$ 153.3 $ 92.1 60 % Used car retail items: Used car retail items 93,803 78,144 15,659 20 % Used Car Metrics- For the Yr Ended December 31, Improve % 2021 2020 (Lower) Change As Reported: Income per used car retailed$ 29,047 $ 23,964 $ 5,083 21 % Gross revenue per used car retailed$ 2,490 $ 1,804 $ 686 38 % Used car retail gross margin 8.6 % 7.5 % 1.1 % Identical Retailer: Income per used car retailed$ 27,951 $ 23,957 $ 3,994 17 % Gross revenue per used car retailed$ 2,415 $ 1,816 $ 599 33 % Used car retail gross margin 8.6 % 7.6 % 1.0 % Used car income elevated by$1.15 billion (53%), as a consequence of a$1.13 billion (58%) improve in used retail income and a$20.2 million (8%) improve in used car wholesale income. Identical retailer used car income elevated by$689.7 million (33%) as a consequence of an$749.8 million (40%) improve in used car retail income, partially offset by a$60.1 million (26%) lower in used car wholesale revenues. In 2021, whole Firm and similar retailer used car retail gross revenue margins each elevated 110 and 100 foundation factors, respectively, to eight.6%. We primarily attribute the will increase in used car retail gross revenue margin to elevated demand for used autos because of new car stock shortages brought on by semiconductor provide chain and COVID-19 disruptions. 44
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We consider that our used car stock continues to be well-aligned with present shopper demand, with roughly 34 days of provide as ofDecember 31, 2021 . Components and Service- For the Yr Ended December 31, Improve % 2021 2020 (Lower) Change ({Dollars} in thousands and thousands) As Reported: Components and repair income$ 1,184.3 $ 889.8 $ 294.5 33 % Components and repair gross revenue: Buyer pay$ 434.3 $ 310.6 $ 123.7 40 % Guarantee 98.0 92.8 5.2 6 % Wholesale elements 34.3 22.1 12.2 55 %
Components and repair gross revenue, excluding reconditioning and
preparation
$ 566.6 $ 425.5 $ 141.1 33 %
Components and repair gross margin, excluding reconditioning and
preparation
47.8 % 47.8 % - % Reconditioning and preparation * 153.6 117.7 35.9 31 % Complete elements and repair gross revenue$ 720.2 $ 543.2 $ 177.0 33 % Identical Retailer: Components and repair income$ 994.5 $ 867.8 $ 126.7 15 % Components and repair gross revenue: Buyer pay$ 363.0 $ 303.2 $ 59.8 20 % Guarantee 78.4 90.2 (11.8) (13) % Wholesale elements 28.7 21.6 7.1 33 %
Components and repair gross revenue, excluding reconditioning and
preparation
$ 470.1 $ 415.0 $ 55.1 13 %
Components and repair gross margin, excluding reconditioning and
preparation
47.3 % 47.8 % (0.5) % Reconditioning and preparation * 135.8 114.7 21.1 18 % Complete elements and repair gross revenue$ 605.9 $ 529.7 $ 76.2 14 %
* Reconditioning and preparation represents the gross revenue earned by our elements
and repair departments for inner work carried out and is included as a
discount of Components and repair value of gross sales throughout the accompanying
Consolidated Statements of Earnings upon the sale of the car.
The$294.5 million (33%) improve in elements and repair income was as a consequence of a$218.7 million (37%) improve in buyer pay income, a$65.8 million (54%) improve in wholesale elements income, and a$10.0 million (6%) improve in guarantee income. Identical retailer elements and repair income elevated$126.7 million (15%) from$867.8 million in 2020 to$994.5 million in 2021. The rise in similar retailer elements and repair income was as a consequence of a$103.7 million (18%) improve in buyer pay income and a$41.7 million (35%) improve in wholesale elements income, partially offset by a$18.7 million (11%) lower in guarantee income. Components and repair gross revenue, excluding reconditioning and preparation, elevated by$141.1 million (33%) to$566.6 million and similar retailer gross revenue, excluding reconditioning and preparation, elevated by$55.1 million (13%) to$470.1 million . The$55.1 million improve in similar retailer gross revenue, excluding reconditioning and preparation, is primarily as a consequence of a$59.8 million (20%) improve in buyer pay gross revenue, and a$7.1 million (33%) improve in wholesale elements gross revenue, partially offset by an$11.8 million (13%) lower in guarantee gross revenue. The elements and repair enterprise was negatively impacted by the COVID-19 pandemic in 2020 however has since recovered to pre-pandemic ranges. As well as, the scarcity of latest car stock has elevated demand for used autos which in flip has generated addition reconditioning and preparation gross revenue for the elements and repair departments. 45
-------------------------------------------------------------------------------- Desk of Contents Finance and Insurance coverage, net- For the Yr Ended December 31, Improve % 2021 2020 (Lower) Change ({Dollars} in thousands and thousands, aside from per car information) As Reported: Finance and insurance coverage, internet$ 402.7 $ 305.1 $ 97.6 32 % Finance and insurance coverage, internet per car offered$ 1,872 $ 1,736 $ 136 8 % Identical Retailer: Finance and insurance coverage, internet$ 364.0 $ 299.1 $ 64.9 22 %
Finance and insurance coverage, internet per car offered
9 % F&I income, internet elevated by$97.6 million (32%) in 2021 when in comparison with 2020 primarily because of a 22% improve in new and used retail unit gross sales and an 8% improve in F&I per car retailed. On a similar retailer foundation F&I income, internet elevated by$64.9 million (22%) in 2021 when in comparison with 2020 primarily because of an 11% improve in new and used retail unit gross sales and a 9% improve in F&I per car retailed. Throughout 2021 we continued to learn from a good shopper lending setting, which allowed extra of our prospects to reap the benefits of a broader array of F&I merchandise and our continued deal with enhancing the F&I outcomes at our lower-performing shops by way of our F&I coaching packages. TCA SEGMENT For the Yr Ended December 31, Improve % 2021 2020 (Lower) Change ({Dollars} in thousands and thousands) Finance and insurance coverage, gross income$ 12.0 $ -$ 12.0 N/A Finance and insurance coverage, value of gross sales$ 6.5 $ -$ 6.5 N/A Finance and insurance coverage, gross revenue$ 5.5 $ -$ 5.5 N/A OnDecember 17, 2021 we acquired TCA. TCA provides quite a lot of F&I merchandise, such as prolonged car service contracts, pay as you go upkeep contracts, GAP insurance coverage, car theft help contracts, key alternative contracts, paintless dent restore contracts, look safety contracts, tire and wheel, and lease wear-and-tear contracts. Nearly all of TCA's merchandise are offered by way of affiliated LHM car dealerships. Income generated by TCA is earned over the interval of the associated service product contract. The tactic for recognizing income is assigned primarily based on contract kind and anticipated declare patterns. Premium revenues are supplemented with funding positive factors or losses and earnings earned related to the efficiency of TCA's funding portfolio. Through the 15-day interval the Firm owned TCA inDecember 2021 , TCA generated$12.0 million of income, consisting of each earned premium and funding earnings. Direct bills paid for the acquisition of contracts on which income has been acquired however not but earned have been deferred and are amortized over the associated contract interval. Bills are matched with earned premiums leading to recognition over the lifetime of the contracts. Through the 15-day interval the Firm owned TCA inDecember 2021 , TCA recorded$6.5 million of value of gross sales consisting primarily of claims expense and amortization of deferred acquisition prices. 46
-------------------------------------------------------------------------------- Desk of Contents CONSOLIDATED
Promoting, Common, and Administrative Expense-
For the Yr Ended December 31, % of Gross % of Gross % of Gross Improve Revenue Improve 2021 Revenue 2020 Revenue (Lower) (Lower) ({Dollars} in thousands and thousands) As Reported: Personnel prices $ 539.6 28.4 %$ 386.5 31.6 %$ 153.1 (3.2) % Gross sales compensation 190.8 10.0 % 121.4 9.9 % 69.4 0.1 % Share-based compensation 16.2 0.9 % 12.6 1.0 % 3.6 (0.1) % Outdoors providers 110.6 5.8 % 82.9 6.8 % 27.7 (1.0) % Promoting 30.7 1.6 % 25.5 2.1 % 5.2 (0.5) % Lease 37.6 2.0 % 32.2 2.6 % 5.4 (0.6) % Utilities 18.8 1.0 % 15.8 1.3 % 3.0 (0.3) % Insurance coverage 22.5 1.2 % 16.7 1.4 % 5.8 (0.2) % Different 107.1 5.6 % 88.3 7.2 % 18.8 (1.6) % Promoting, basic, and administrative expense$ 1,073.9 56.5 %$ 781.9 63.9 %$ 292.0 (7.4) % Gross revenue$ 1,902.2 $ 1,223.4 Identical Retailer: Personnel prices $ 460.9 28.5 %$ 377.5 31.6 %$ 83.4 (3.1) % Gross sales compensation 167.5 10.3 % 118.5 9.9 % 49.0 0.4 % Share-based compensation 16.2 1.0 % 12.6 1.1 % 3.6 (0.1) % Outdoors providers 97.1 6.0 % 80.3 6.7 % 16.8 (0.7) % Promoting 25.8 1.6 % 24.2 2.0 % 1.6 (0.4) % Lease 37.5 2.3 % 32.0 2.7 % 5.5 (0.4) % Utilities 16.0 1.0 % 15.3 1.3 % 0.7 (0.3) % Insurance coverage 18.2 1.1 % 15.7 1.3 % 2.5 (0.2) % Different 92.0 5.7 % 86.8 7.2 % 5.2 (1.5) % Promoting, basic, and administrative expense $ 931.2 57.5 %$ 762.9 63.8 %$ 168.3 (6.3) % Gross revenue$ 1,619.1 $ 1,195.3 SG&A expense as a proportion of gross revenue decreased 740 foundation factors from 63.9% in 2020 to 56.5% in 2021. Identical retailer SG&A expense as a proportion of gross revenue decreased 630 foundation factors from 63.8% in 2020 to 57.5% in 2021. The lower in SG&A as a proportion of gross revenue is primarily the results of greater gross income earned throughout our Dealership phase, in addition to sustaining expense self-discipline, notably in personnel prices, with enhanced productiveness of our crew members.
Depreciation and Amortization Expense –
The$3.4 million (9%) improve in depreciation and amortization expense throughout 2021 in comparison with 2020, was primarily the results of depreciation related to dealership acquisitions throughout 2021, extra belongings positioned into service throughout 2021, and depreciation expense related to the acquisition of beforehand leased properties.
Franchise Rights Impairment –
We assessed our producer franchise rights for impairment by evaluating the current worth of money flows attributable to every franchise proper to its carrying worth. Because of our impairment testing carried out, we acknowledged no impairment prices in the course of the 12 months endedDecember 31, 2021 and a$23.0 million pre-tax non-cash cost associated to eleven dealerships in the course of the 12 months endedDecember 31, 2020 . 47 -------------------------------------------------------------------------------- Desk of Contents Different Working (Earnings) Bills, internet - Different working (earnings) bills, internet contains positive factors and losses from the sale of property and gear, earnings derived from lease preparations, and different non-core working gadgets. Through the twelve months endedDecember 31, 2021 , the Firm recorded different working earnings, internet of$5.4 million , which included a$3.5 million acquire associated to authorized settlements and a$1.9 million acquire on divestitures of sure actual property. Through the twelve months endedDecember 31, 2020 , the Firm recorded different working expense, internet of$9.2 million , which included$12.9 million associated to the Park Place acquisition,$0.7 million actual property associated impairment partially offset by a$2.1 million acquire associated to authorized settlements and a$0.3 million acquire associated to the sale of vacant actual property.
Ground Plan Curiosity Expense –
Ground plan curiosity expense decreased by
throughout 2021 in comparison with
car stock ranges throughout 2021 attributable to manufacturing points associated to the
semiconductor scarcity and COVID-19.
Different Curiosity Expense –
Different curiosity expense elevated$37.2 million (66%) from$56.7 million in 2020 to$93.9 million in 2021. In 2021, we incurred roughly$27.5 million in bridge dedication charges associated to our acquisition of LHM and TCA. Throughout 2021, we additionally incurred extra curiosity expense associated to our$800.0 million 2029 Notes (as outlined under) and$600.0 million 2032 Notes (as outlined under) issued inNovember 2021 , the proceeds of which had been additionally used to finance latest acquisitions. As well as, we incurred curiosity expense in reference to the 2021 BofA Actual Property Facility, the proceeds of which was used to finance the acquisition of beforehand leased Park Place Dealership premises.
Achieve on Dealership Divestitures –
Through the 12 months ended
location) within the
pre-tax acquire totaling
Consolidated Statements of Earnings as Achieve on dealership divestitures, internet.
Through the 12 months endedDecember 31, 2020 , we offered two franchises (two dealership places) within theAtlanta, Georgia market, we offered six franchises (5 dealership places) and one collision heart within theJackson, Mississippi market, and we offered one franchise (one dealership location) within theGreenville, South Carolina market. The Firm recorded a pre-tax acquire totaling$62.3 million .
Earnings Tax Expense –
The$81.6 million (97%) improve in earnings tax expense was the results of a$359.6 million (106%) improve in earnings earlier than earnings taxes. Our efficient tax charge decreased 110 foundation factors from 24.8% in 2020 to 23.7% in 2021. The lower in our efficient tax charge was primarily as a consequence of decreases in state charges in jurisdictions by which the Firm has vital exercise. We anticipate our efficient tax charge to be within the 25%-26% in 2022 as we increase our operations into states with greater tax charges.
Discuss with Be aware 16 “Earnings Taxes” for extra info relating to earnings
taxes.
48
-------------------------------------------------------------------------------- Desk of Contents RESULTS OF OPERATIONS The Yr EndedDecember 31, 2020 In comparison with the Yr EndedDecember 31, 2019 For the Yr Ended December 31, Improve % 2020 2019 (Lower) Change ({Dollars} in thousands and thousands, besides per share information) REVENUE: New car$ 3,767.4 $ 3,863.3 $ (95.9) (2) % Used car 2,169.5 2,131.6 37.9 2 % Components and repair 889.8 899.4 (9.6) (1) % Finance and insurance coverage, internet 305.1 316.0 (10.9) (3) % TOTAL REVENUE 7,131.8 7,210.3 (78.5) (1) % GROSS PROFIT: New car 218.5 159.5 59.0 37 % Used car 156.6 134.1 22.5 17 % Components and repair 543.2 559.3 (16.1) (3) % Finance and insurance coverage, internet 305.1 316.0 (10.9) (3) % TOTAL GROSS PROFIT 1,223.4 1,168.9 54.5 5 % OPERATING EXPENSES: Promoting, basic, and administrative 781.9 799.8 (17.9) (2) % Depreciation and amortization 38.5 36.2 2.3 6 % Franchise rights impairment 23.0 7.1 15.9 NM Different working bills, internet 9.2 0.8 8.4 NM INCOME FROM OPERATIONS 370.8 325.0 45.8 14 % OTHER EXPENSES (INCOME): Ground plan curiosity expense 17.7 37.9 (20.2) (53) % Different curiosity expense, internet 56.7 54.9 1.8 3 % Loss on extinguishment of long-term debt, internet 20.6 - 20.6 - Achieve on dealership divestitures, internet (62.3) (11.7) (50.6) NM Complete different bills, internet 32.7 81.1 (48.4) (60) % INCOME BEFORE INCOME TAXES 338.1 243.9 94.2 39 % Earnings tax expense 83.7 59.5 24.2 41 % NET INCOME$ 254.4 $ 184.4 $ 70.0 38 % Web earnings per frequent share-Diluted$ 13.18 $ 9.55 $ 3.63 38 %
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NM-Not Significant
49
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Desk of Contents For the Yr Ended December 31, 2020 2019 REVENUE MIX PERCENTAGES: New autos 52.8 % 53.6 % Used retail autos 27.0 % 26.9 % Used car wholesale 3.4 % 2.6 % Components and repair 12.5 % 12.5 % Finance and insurance coverage, internet 4.3 % 4.4 % Complete income 100.0 % 100.0 % GROSS PROFIT MIX PERCENTAGES: New autos 17.9 % 13.6 % Used retail autos 11.9 % 11.5 % Used car wholesale 0.9 % 0.1 % Components and repair 44.4 % 47.8 % Finance and insurance coverage, internet 24.9 % 27.0 % Complete gross revenue 100.0 % 100.0 % GROSS PROFIT MARGIN 17.2 % 16.2 % SG&A EXPENSES AS A PERCENTAGE OF GROSS PROFIT 63.9 % 68.4 % Complete income throughout 2020 decreased by$78.5 million (1%) in comparison with 2019, due to a$95.9 million (2%) lower in new car income, a$9.6 million (1%) lower in elements and repair income and a$10.9 million (3%) lower in F&I income, partially offset by a$37.9 million (2%) improve in used car income. The$54.5 million (5%) improve in gross revenue throughout 2020 was the results of a$59.0 million (37%) improve in new car gross revenue, a$22.5 million (17%) improve in used car gross revenue, partially offset by a$16.1 million (3%) lower in elements and repair gross revenue and a$10.9 million (3%) lower in F&I gross revenue. Our whole gross revenue margin elevated 100 foundation factors from 16.2% in 2019 to 17.2% in 2020. Earnings from operations throughout 2020 elevated by$45.8 million (14%) in comparison with 2019, primarily as a consequence of a$54.5 million (5%) improve in gross revenue and a$17.9 million (2%) lower in promoting, basic, and administrative bills partially offset by a$15.9 million improve in franchise rights impairment, an$8.4 million improve in different working bills, internet and a$2.3 million (6%) improve in depreciation and amortization bills. Complete different bills, internet decreased by$48.4 million (60%) in 2020, primarily as a consequence of a$50.6 million improve in acquire on dealership divestitures and a$20.2 million lower in ground plan curiosity expense, partially offset by a$20.6 million loss on extinguishment of debt and a$1.8 million improve in different curiosity expense, internet. In consequence, earnings earlier than earnings taxes elevated by$94.2 million (39%) to$338.1 million in 2020. The$24.2 million (41%) improve in earnings tax expense was primarily attributable to the 39% improve in earnings earlier than taxes and a 40 foundation level improve within the 2020 efficient tax charge. General, internet earnings elevated by$70.0 million (38%) from$184.4 million in 2019 to$254.4 million in 2020. We assess the natural progress of our income and gross revenue on a similar retailer foundation. We consider that our evaluation on a similar retailer foundation represents an vital indicator of comparative monetary efficiency and offers related info to evaluate our efficiency. As such, for the next dialogue, similar retailer quantities consist of knowledge from dealerships for an identical months in every comparative interval, commencing with the primary month we owned the dealership. Moreover, quantities associated to divested dealerships are excluded from every comparative interval. 50
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Desk of Contents New Car- For the Yr Ended December 31, Improve % 2020 2019 (Lower) Change ({Dollars} in thousands and thousands, aside from per car information) As Reported: Income: Luxurious$ 1,450.1 $ 1,318.7 $ 131.4 10 % Import 1,550.6 1,742.4 (191.8) (11) % Home 766.7 802.2 (35.5) (4) % Complete new car income$ 3,767.4 $ 3,863.3 $ (95.9) (2) % Gross revenue: Luxurious$ 113.7 $ 83.3 $ 30.4 36 % Import 59.7 42.1 17.6 42 % Home 45.1 34.1 11.0 32 % Complete new car gross revenue$ 218.5 $ 159.5 $ 59.0 37 % New car items: Luxurious 25,259 23,988 1,271 5 % Import 52,201 61,420 (9,219) (15) % Home 17,705 19,835 (2,130) (11) % Complete new car items 95,165 105,243 (10,078) (10) % Identical Retailer: Income: Luxurious$ 1,126.3 $ 1,271.2 $ (144.9) (11) % Import 1,472.7 1,602.5 (129.8) (8) % Home 648.1 690.5 (42.4) (6) % Complete new car income$ 3,247.1 $ 3,564.2 $ (317.1) (9) % Gross revenue: Luxurious$ 81.8 $ 80.1 $ 1.7 2 % Import 56.3 39.1 17.2 44 % Home 37.8 28.8 9.0 31 % Complete new car gross revenue$ 175.9 $ 148.0 $ 27.9 19 % New car items: Luxurious 20,009 23,085 (3,076) (13) % Import 49,744 56,707 (6,963) (12) % Home 15,156 17,205 (2,049) (12) % Complete new car items 84,909 96,997 (12,088) (12) % 51
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Desk of Contents New Car Metrics- For the Yr Ended December 31, Improve % 2020 2019 (Lower) Change As Reported: Income per new car offered$ 39,588 $ 36,708 $ 2,880 8 % Gross revenue per new car offered$ 2,296 $ 1,516 $ 780 51 % New car gross margin 5.8 % 4.1 % 1.7 % Luxurious: Gross revenue per new car offered$ 4,501 $ 3,473 $ 1,028 30 % New car gross margin 7.8 % 6.3 % 1.5 %
Import:
Gross revenue per new car offered$ 1,144 $ 685 $ 459 67 % New car gross margin 3.9 % 2.4 % 1.5 %
Home:
Gross revenue per new car offered$ 2,547 $ 1,719 $ 828 48 % New car gross margin 5.9 % 4.3 % 1.6 % Identical Retailer: Income per new car offered$ 38,242 $ 36,745 $ 1,497 4 % Gross revenue per new car offered$ 2,072 $ 1,526 $ 546 36 % New car gross margin 5.4 % 4.2 % 1.2 % Luxurious: Gross revenue per new car offered$ 4,088 $ 3,470 $ 618 18 % New car gross margin 7.3 % 6.3 % 1.0 %
Import:
Gross revenue per new car offered$ 1,132 $ 690 $ 442 64 % New car gross margin 3.8 % 2.4 % 1.4 %
Home:
Gross revenue per new car offered$ 2,494 $ 1,674 $ 820 49 % New car gross margin 5.8 % 4.2 % 1.6 % New car income decreased by$95.9 million (2%), because of a ten% lower in new car unit gross sales partially offset by an 8% improve in income per new car offered. Identical retailer new car income decreased by$317.1 million (9%) because of a 12% lower in new car items offered, partially offset by a 4% improve in income per new car offered. Identical retailer new car gross revenue in 2020 elevated by$27.9 million (19%), as a results of a 36% improve in gross revenue per new car offered partially offset by a 12% lower in unit volumes. Identical retailer new car gross margin elevated 120 foundation level to five.4% in 2020, primarily because of a provide scarcity for a lot of 2020 attributable to manufactures lowering or halting manufacturing because of the COVID-19 pandemic.
We completed 2020 with a 40 day provide of latest car stock which is under
our goal of 70 to 75 days primarily because of manufacturing challenges
attributable to the COVID-19 pandemic.
52
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Desk of Contents Used Car- For the Yr Ended December 31, Improve % 2020 2019 (Lower) Change ({Dollars} in thousands and thousands, aside from per car information) As Reported: Income: Used car retail revenues$ 1,930.0 $ 1,941.3 $ (11.3) (1) % Used car wholesale revenues 239.5 190.3 49.2 26 % Used car income$ 2,169.5 $ 2,131.6 $ 37.9 2 % Gross revenue: Used car retail gross revenue $ 145.3$ 133.1 $ 12.2 9 % Used car wholesale gross revenue 11.3 1.0 10.3 NM Used car gross revenue $ 156.6$ 134.1 $ 22.5 17 % Used car retail items: Used car retail items 80,537 88,602 (8,065) (9) % Identical Retailer: Income: Used car retail revenues$ 1,685.8 $ 1,772.4 $ (86.6) (5) % Used car wholesale revenues 190.7 175.5 15.2 9 % Used car income$ 1,876.5 $ 1,947.9 $ (71.4) (4) % Gross revenue: Used car retail gross revenue $ 127.4$ 124.1 $ 3.3 3 % Used car wholesale gross revenue 9.1 1.6 7.5 NM Used car gross revenue $ 136.5$ 125.7 $ 10.8 9 % Used car retail items: Used car retail items 72,468 80,717 (8,249) (10) %
______________________________
NM-Not Significant
Used Car Metrics-
For the Yr Ended December 31, Improve % 2020 2019 (Lower) Change As Reported: Income per used car retailed$ 23,964 $ 21,910 $ 2,054 9 % Gross revenue per used car retailed$ 1,804 $ 1,502 $ 302 20 % Used car retail gross margin 7.5 % 6.9 % 0.6 % Identical Retailer: Income per used car retailed$ 23,263 $ 21,958 $ 1,305 6 % Gross revenue per used car retailed$ 1,758 $ 1,537 $ 221 14 % Used car retail gross margin 7.6 % 7.0 % 0.6 % Used car income elevated by$37.9 million (2%), as a consequence of a$49.2 million (26%) improve in used car wholesale income partially offset by a$11.3 million (1%) lower in used retail income. Identical retailer used car income decreased by$71.4 million (4%) as a consequence of an$86.6 million (5%) lower in used car retail income, partially offset by a$15.2 million (9%) improve in used car wholesale revenues. 53 -------------------------------------------------------------------------------- Desk of Contents In 2020, whole Firm and similar retailer used car retail gross revenue margins elevated 60 foundation factors to 7.5% and seven.6%, respectively. We primarily attribute the rise in used car retail gross revenue margin to elevated demand for used autos because of new car stock shortages attributable to the COVID-19 pandemic. We consider that our used car stock continues to be well-aligned with present shopper demand, with roughly 31 days of provide as ofDecember 31, 2020 . Components and Service- For the Yr Ended December 31, Improve % 2020 2019 (Lower) Change ({Dollars} in thousands and thousands) As Reported: Components and repair income$ 889.8 $ 899.4 $ (9.6) (1) % Components and repair gross revenue: Buyer pay$ 310.6 $ 317.3 $ (6.7) (2) % Guarantee 92.8 88.8 4.0 5 % Wholesale elements 22.1 23.8 (1.7) (7) %
Components and repair gross revenue, excluding reconditioning and
preparation
$ 425.5 $ 429.9 $ (4.4) (1) %
Components and repair gross margin, excluding reconditioning and
preparation
47.8 % 47.8 % - % Reconditioning and preparation * 117.7 129.4 (11.7) (9) % Complete elements and repair gross revenue$ 543.2 $ 559.3 $ (16.1) (3) % Identical Retailer: Components and repair income$ 775.4 $ 840.0 $ (64.6) (8) % Components and repair gross revenue: Buyer pay$ 269.5 $ 298.7 $ (29.2) (10) % Guarantee 76.7 83.4 (6.7) (8) % Wholesale elements 19.7 21.8 (2.1) (10) %
Components and repair gross revenue, excluding reconditioning and
preparation
$ 365.9 $ 403.9 $ (38.0) (9) %
Components and repair gross margin, excluding reconditioning and
preparation
47.2 % 48.1 % (0.9) % Reconditioning and preparation * 104.9 118.4 (13.5) (11) % Complete elements and repair gross revenue$ 470.8 $ 522.3 $ (51.5) (10) %
* Reconditioning and preparation represents the gross revenue earned by our elements
and repair departments for inner work carried out and is included as a
discount of Components and repair value of gross sales throughout the accompanying
Consolidated Statements of Earnings upon the sale of the car.
The$9.6 million (1%) lower in elements and repair income was primarily as a consequence of a$11.2 million lower in wholesale elements income and a$0.3 million lower in buyer pay income partially offset by a$1.9 million improve in guarantee income. The wholesale elements enterprise was negatively affected by the COVID-19 pandemic which considerably diminished demand because of fewer miles being pushed. Identical retailer elements and repair income decreased$64.6 million (8%) from$840.0 million in 2019 to$775.4 million in 2020. The lower in similar retailer elements and repair income was as a consequence of a$33.9 million (7%) lower in buyer pay income, a$13.6 million (9%) lower in guarantee income, and a$11.1 million (9%) lower in wholesale elements income. Components and repair gross revenue, excluding reconditioning and preparation, decreased by$4.4 million (1%) to$425.5 million and similar retailer gross revenue, excluding reconditioning and preparation, decreased by$38.0 million (9%) to$365.9 million . The$38.0 million lower in similar retailer gross revenue, excluding reconditioning and preparation, is primarily as a consequence of a$29.2 million (10%) lower in buyer pay gross revenue, a$6.7 million (8%) lower in guarantee gross revenue, and a$2.1 million (10%) lower in wholesale elements gross revenue. The COVID-19 world pandemic negatively impacted our elements and repair enterprise for many of 2020 because of individuals driving fewer miles and subsequently requiring much less car upkeep. As well as, fewer accidents on the roadways negatively impacted our collision restore enterprise. 54
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Desk of Contents Finance and Insurance coverage, net- For the Yr Ended December 31, Improve % 2020 2019 (Lower) Change ({Dollars} in thousands and thousands, aside from per car information) As Reported: Finance and insurance coverage, internet$ 305.1 $ 316.0 $ (10.9) (3) % Finance and insurance coverage, internet per car offered$ 1,736 $ 1,630 $ 106 7 % Identical Retailer: Finance and insurance coverage, internet$ 279.4 $ 292.3 $ (12.9) (4) %
Finance and insurance coverage, internet per car offered
8 %
F&I income, internet decreased by
primarily because of a 9% lower in new and used retail unit gross sales
partially offset by a 7% improve in F&I per car retailed.
On a similar retailer foundation F&I income, internet decreased by$12.9 million (4%) in 2020 when in comparison with 2019 primarily because of a 11% lower in new and used retail unit gross sales partially offset by a 8% improve in F&I per car retailed. Throughout 2020 we continued to learn from a good shopper lending setting, which allowed extra of our prospects to reap the benefits of a broader array of F&I merchandise and our continued deal with enhancing the F&I outcomes at our lower-performing shops by way of our F&I coaching packages. 55
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Desk of Contents
Promoting, Common, and Administrative Expense-
For the Yr Ended December 31, % of Gross % of Gross % of Gross Improve Revenue (Lower) 2020 Revenue 2019 Revenue (Lower) Improve ({Dollars} in thousands and thousands) As Reported: Personnel prices $ 386.5 31.6 %$ 384.2 32.9 %$ 2.3 (1.3) % Gross sales compensation 121.4 9.9 % 122.1 10.4 % (0.7) (0.5) % Share-based compensation 12.6 1.0 % 12.5 1.1 % 0.1 (0.1) % Outdoors providers 82.9 6.8 % 85.1 7.3 % (2.2) (0.5) % Promoting 25.5 2.1 % 34.4 2.9 % (8.9) (0.8) % Lease 32.2 2.6 % 27.1 2.3 % 5.1 0.3 % Utilities 15.8 1.3 % 16.4 1.4 % (0.6) (0.1) % Insurance coverage 16.7 1.4 % 14.5 1.2 % 2.2 0.2 % Different 88.3 7.2 % 103.5 8.9 % (15.2) (1.7) % Promoting, basic, and administrative expense $ 781.9 63.9 %$ 799.8 68.4 %$ (17.9) (4.5) % Gross revenue$ 1,223.4 $ 1,168.9 Identical Retailer: Personnel prices $ 339.4 31.9 %$ 359.5 33.0 %$ (20.1) (1.1) % Gross sales compensation 107.2 10.1 % 112.3 10.3 % (5.1) (0.2) % Share-based compensation 12.6 1.2 % 12.5 1.1 % 0.1 0.1 % Outdoors providers 74.0 7.0 % 78.7 7.2 % (4.7) (0.2) % Promoting 19.8 1.9 % 30.6 2.8 % (10.8) (0.9) % Lease 31.7 3.0 % 26.8 2.5 % 4.9 0.5 % Utilities 13.9 1.3 % 15.2 1.4 % (1.3) (0.1) % Insurance coverage 13.7 1.3 % 12.4 1.1 % 1.3 0.2 % Different 80.0 7.5 % 98.9 9.2 % (18.9) (1.7) % Promoting, basic, and administrative expense $ 692.3 65.2 %$ 746.9 68.6 %$ (54.6) (3.4) % Gross revenue$ 1,062.6 $ 1,088.3 SG&A expense as a proportion of gross revenue decreased 450 foundation factors from 68.4% in 2019 to 63.9% in 2020. Identical retailer SG&A expense as a proportion of gross revenue decreased 340 foundation factors from 68.6% in 2019 to 65.2% in 2020. The lower in SG&A as a proportion of gross revenue is the results of broad value chopping measures carried out because of the COVID-19 world pandemic and greater gross income on new and used car gross sales triggered by new car stock shortages attributable to pandemic associated manufacturing disruptions. In addition to personnel value financial savings realized because of headcount reductions, our value chopping measures considerably diminished controllable bills, comparable to promoting and journey. We had been additionally in a position to generate financial savings by adjusting our loaner car fleet to accommodate the COVID-19 triggered service quantity downturn. We anticipate our SG&A expense as a proportion of gross revenue to progressively improve as new car stock ranges start to normalize in 2021.
Depreciation and Amortization Expense –
The$2.3 million (6%) improve in depreciation and amortization expense throughout 2020 in comparison with 2019, was primarily the results of depreciation related to dealership acquisitions throughout 2020, extra belongings positioned into service throughout 2020, and depreciation expense related to the acquisition of beforehand leased properties.
Franchise Rights Impairment –
We assessed our producer franchise rights for impairment by evaluating the current worth of money flows attributable to every franchise proper to its carrying worth. Because of our impairment testing carried out as ofMarch 31, 2020 , we acknowledged 56 -------------------------------------------------------------------------------- Desk of Contents a$23.0 million pretax non-cash cost associated to eleven dealerships in the course of the 12 months endedDecember 31, 2020 and a$7.1 million cost because of our annual impairment check associated to 6 dealerships for the 12 months endedDecember 31, 2019 .
Different Working Bills (Earnings), internet –
Different working bills (earnings), internet contains positive factors and losses from the sale of property and gear, earnings derived from lease preparations, and different non-core working gadgets. Through the twelve months endedDecember 31, 2020 , the Firm recorded different working expense, internet of$9.2 million , which included a$12.9 million associated to the Park Place acquisition,$0.7 million actual property associated impairment, partially offset by a$2.1 million acquire associated to authorized settlements and a$0.3 million acquire associated to the sale of vacant actual property. Through the twelve months endedDecember 31, 2019 , the Firm recorded expense of$0.8 million , internet, which included a$2.6 million pre-tax loss associated to the write-off of fastened belongings, partially offset by$1.8 million , internet of different non-core working earnings.
Ground Plan Curiosity Expense –
Ground plan curiosity decreased by$20.2 million (53%) to$17.7 million throughout 2020 in comparison with$37.9 million throughout 2019, because of a lower within the LIBOR charge on which our ground plan rate of interest is calculated in addition to typically decrease new car stock ranges throughout 2020 because of pandemic associated manufacturing points. Earnings Tax Expense - The$24.2 million (41%) improve in earnings tax expense was the results of a$94.2 million (39%) improve in earnings earlier than earnings taxes. Our efficient tax charge elevated 40 foundation factors from 24.4% in 2019 to 24.8% in 2020. The rise in our efficient tax charge was primarily as a consequence of an elevated sate charge attributed to greater apportionment in sure jurisdictions in states by which the Firm has vital exercise. We anticipate our efficient tax charge to be round 25% in 2021. 57
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Desk of Contents
LIQUIDITY AND CAPITAL RESOURCES
As ofDecember 31, 2021 , we had whole out there liquidity of$437.0 million , which consisted of money and money equivalents (excluding TCA),$83.5 million of out there funds in our ground plan offset accounts,$270.2 million of availability below our revolving credit score facility, and$20.6 million of availability below our used car revolving ground plan facility. The borrowing capacities below our revolving credit score facility and our used car revolving ground plan facility are restricted by borrowing base calculations and, from time to time, could also be additional restricted by our required compliance with sure monetary covenants. As ofDecember 31, 2021 , these monetary covenants didn't additional restrict our availability below our different credit score services. For extra info on our monetary covenants, see "Covenants and Defaults" and "Share Repurchases and Dividend Restrictions" under. We regularly consider our liquidity and capital sources primarily based upon (i) our money and money equivalents available, (ii) the funds that we anticipate to generate by way of future operations, (iii) present and anticipated borrowing availability below our 2019 Senior Credit score Facility (mentioned additional under), (iv) quantities in our new car ground plan notes payable offset accounts, and (v) the potential impression of our capital allocation technique and any contemplated or pending future transactions, together with, however not restricted to, financings, acquisitions, inclinations, fairness and/or debt repurchases, dividends, or different capital expenditures. We consider we can have ample liquidity to satisfy our debt service and dealing capital necessities; commitments and contingencies; debt compensation, maturity and repurchase obligations; acquisitions; capital expenditures; and any working necessities for no less than the subsequent twelve months.
LHM Acquisition
OnDecember 17, 2021 , the Firm accomplished the LHM Acquisition, thereby buying 54 new car dealerships, seven used vehicles shops, 11 collision facilities, a used car wholesale enterprise, the true property associated thereto, and the entities comprising the TCA enterprise for a complete buy value of$3.48 billion . The true property was acquired in escrow, to be launched, along with the associated portion of the acquisition value, topic to the satisfaction of sure title associated situations. The acquisition value was financed by way of a mixture of money, proceeds from the issuance of frequent inventory and borrowings together with the issuance of the 2029 Senior Notes and 2032 Senior Notes, the drawdown on the 2021 Actual Property Facility and the 2019 Senior Credit score Facility and different ground plan borrowings.
Park Place Acquisition
OnMarch 24, 2020 , the Firm delivered discover to the sellers terminating the 2019 Asset Buy Settlement and the Actual Property Buy Settlement associated to the Park Place acquisition in trade for the fee of$10.0 million of liquidated damages. In reference to the termination of the Transaction Agreements, the Firm delivered a discover of particular necessary redemption to holders of its$525.0 million mixture principal quantity of Senior Notes due 2028 (the"2028 Notes") and$600.0 million mixture principal quantity of Senior Notes due 2030 (the "2030 Notes") pursuant to which it redeemed on a professional rata foundation (1)$245.0 million of the 2028 Notes and (2)$280.0 million of the 2030 Notes, in every case, at 100% of the respective principal quantity plus accrued and unpaid curiosity to, however excluding the particular necessary redemption date (the "Particular Necessary Redemption"). OnJuly 6, 2020 , the Firm entered into the Revised Asset Buy Settlement with respect to the Park Place acquisition. The Park Place acquisition was accomplished onAugust 24, 2020 for a purchase order value of$889.9 million . The buy value was financed by way of a mixture of money, ground plan services and vendor financing mentioned in additional element under.
Materials Indebtedness
We presently are social gathering to the next materials credit score services and agreements, and have the next materials indebtedness excellent. For a extra detailed description of the fabric phrases of those agreements and services, and this indebtedness, see Be aware 14 "Debt" footnote included within the Notes to Consolidated Monetary Statements. •2019 Senior Credit score Facility-OnSeptember 25, 2019 , the Firm and sure of its subsidiaries entered into the 2019 third amended and restated credit score settlement withFinancial institution of America , as administrative agent, and the opposite lenders social gathering thereto (the "2019 Senior Credit score Facility"). In reference to LHM Acquisition, the Firm entered right into a 2021 Third Modification to the 2019 Senior Credit score Facility onOctober 29, 2021 . As amended, the 2019 Senior Credit score Settlement offers for the next: Revolving Credit score Facility - A$450.0 million Revolving Credit score Facility for, amongst different issues, acquisitions, working capital and capital expenditures, together with a$50.0 million sub-limit for letters of credit score. As ofDecember 31, 2021 , we had$10.8 million in excellent letters of credit score,$169.0 million in borrowings and$270.2 million of borrowing availability. 58 -------------------------------------------------------------------------------- Desk of Contents New Car Ground Plan Facility - A$1.75 billion New Car Ground Plan Facility which permits us to switch money as an offset to ground plan notes payable. These transfers scale back the quantity of excellent new car ground plan notes payable that may in any other case accrue curiosity, whereas retaining the power to switch quantities from the offset account into our working money accounts inside one to 2 days. Because of the usage of this ground plan offset account, we skilled a discount in Ground Plan Curiosity Expense on our Consolidated Statements of Earnings. As ofDecember 31, 2021 , we had$233.2 million excellent below the New Car Ground Plan Facility, which is internet of$81.5 million in our ground plan offset account. Used Car Ground Plan Facility - A$350.0 million Used Car Ground Plan Facility to finance the acquisition of used car stock and for, amongst different issues, working capital and capital expenditures, in addition to to refinance used autos. We started the 12 months with nothing drawn on our used car ground plan facility. As ofDecember 31, 2021 , we had borrowings of$294.0 million on our Used Car Ground Plan Facility. Our remaining borrowing capability below the Used Car Ground Plan Facility was restricted to$20.6 million primarily based on our borrowing base calculation as ofDecember 31, 2021 . Topic to compliance with sure situations, the 2019 Senior Credit score Settlement offers that we have now the power, at our choice and topic to the receipt of extra commitments from current or new lenders, to extend the scale of the services by as much as$350.0 million within the mixture with out lender consent. At our choice, we have now the power to re-designate a portion of our availability below the Revolving Credit score Facility to the New Car Ground Plan Facility or the Used Car Ground Plan Facility. The utmost quantity we're allowed to re-designate is decided primarily based on mixture commitments below the Revolving Credit score Facility, much less$50.0 million . As well as, we're in a position to re-designate any quantities moved to the New Car Ground Plan Facility or the Used Car Ground Plan Facility again to the Revolving Credit score Facility. As ofDecember 31, 2021 , no availability was re-designated. Borrowings below the 2019 Senior Credit score Facility bear curiosity, at our choice, primarily based on LIBOR or the Base Fee, in every case, plus an Relevant Fee. The Base Fee is the very best of (i) the Federal Funds Fee plus 0.50%, (ii) theFinancial institution of America prime charge, and (iii) one month LIBOR plus 1.00%. Relevant Fee means with respect to the Revolving Credit score Facility, a spread from 1.00% to 2.00% for LIBOR loans and 0.15% to 1.00% for Base Fee loans, in every case primarily based on the Firm's consolidated whole lease adjusted leverage ratio. Borrowings below the New Car Floorplan Facility bear curiosity, at our choice, primarily based on LIBOR plus 1.10% or the Base Fee plus 0.10%. Borrowings below the Used Car Floorplan Facility bear curiosity, at our choice, primarily based on LIBOR plus 1.40% or the Base Fee plus 0.40%. Along with the fee of curiosity on borrowings excellent below the 2019 Senior Credit score Facility, we're required to pay a quarterly dedication price on whole unused commitments thereunder. The price for unused commitments below the Revolving Credit score Facility is between 0.15% and 0.40% per 12 months, primarily based on the Firm's whole lease adjusted leverage ratio, and the price for unused commitments below the New Car Facility Ground Plan and the Used Car Facility Ground Plan Facility is 0.15% per 12 months. •Producer affiliated new car ground plan and different financing facilities-We now have a ground plan facility with theFord Motor Credit score Firm ("Ford Credit score") to buy new Ford andLincoln car stock. Our ground plan facility with Ford Credit score was amended inJuly 2020 and may be terminated by both the Firm or Ford Credit score with a 30-day discover interval. We now have additionally established a ground plan offset account with Ford Credit score, which operates in a related method to our ground plan offset account withFinancial institution of America . As ofDecember 31, 2021 , we had$37.3 million , which is internet of$2.0 million in our ground plan offset account, excellent below our ground plan facility. Moreover, we had$146.3 million , excellent below our 2019 Senior Credit score Facility and services with sure producers for the financing of loaner autos, which had been introduced inside Accounts payable and accrued liabilities in our Consolidated Stability Sheets. Neither our ground plan facility with Ford Credit score nor our services for loaner autos have acknowledged borrowing limitations. •2029 and 2032 Senior Notes - OnNovember 19, 2021 , the Firm accomplished its providing of$800.0 million mixture principal quantity of 4.625% senior notes due 2029 (the "2029 Senior Notes") and$600.0 million mixture principal quantity of 5.000% senior notes due 2032 (the "2032 Senior Notes"). The 2029 Senior Notes and 2032 Senior Notes mature onNovember 15, 2024 andFebruary 15, 2032 , respectively. Curiosity is payable semiannually, onNovember 15 andMight 15 of annually. The 2029 Senior Notes and the 2032 Senior Notes had been supplied, along with extra borrowings and money available, to (i) fund the LHM Acquisition and (ii) pay charges and bills in reference to the foregoing. 59
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The 2029 Notes and 2032 Notes have been absolutely and unconditionally assured, on a joint and several other foundation, by considerably all of our subsidiaries aside from the TCA Non-Guarantor Subsidiaries. As well as, the notes are topic to customary covenants, occasions of default and elective redemption revisions. •2028 and 2030 Senior Notes-OnFebruary 19, 2020 , the Firm accomplished its providing of senior unsecured notes, consisting of$525.0 million mixture principal quantity of the Present 2028 Notes and$600.0 million mixture principal quantity of the Present 2030 Notes. The 2028 Notes and 2030 Notes mature onMarch 1, 2028 andMarch 1, 2030 , respectively. Curiosity is payable semiannually, onMarch 1 andSeptember 1 of every 12 months. The 2028 Notes and the 2030 Notes had been supplied, along with extra borrowings and money available, to (i) fund the acquisition of considerably all the belongings of Park Place, (ii) redeem all of our excellent$600.0 million mixture principal quantity of 6.0% Senior Subordinated Notes due 2024 (the "6.0% Notes") and (iii) pay charges and bills in reference to the foregoing. OnMarch 24, 2020 , the Firm delivered discover to the sellers terminating the 2019 Park Place Agreements. In consequence, the Firm redeemed$245.0 million mixture principal million of the 2028 Notes and$280.0 million mixture principal quantity of the 2030 Notes pursuant to the Particular Necessary Redemption. InSeptember 2020 , the Firm accomplished an add-on issuance of$250.0 million mixture principal quantity of extra senior notes consisting of$125.0 million mixture principal quantity of extra 2028 Notes at a value of 101.00% of par, plus accrued curiosity fromSeptember 1, 2020 , and$125.0 million mixture principal quantity of extra 2030 Notes (along with the extra 2028 Notes, the "Extra Notes") at a value of 101.75% of par, plus accrued curiosity fromSeptember 1, 2020 (the "September 2020 Providing"). After deducting the preliminary purchasers' reductions of$2.8 million , we acquired internet proceeds of roughly$250.6 million from the September Providing. The$3.5 million premium paid by the preliminary purchasers of the Extra Notes was recorded as a part of long-term debt on our Consolidated Stability Sheet and is being amortized as a discount of curiosity expense over the remaining time period of the Notes. The proceeds of theSeptember 2020 Providing had been used to redeem the Vendor Notes issued in reference to the Park Place Acquisition. The notes of every sequence are assured, collectively and severally, on a senior unsecured foundation, by every of our current and future restricted subsidiaries, aside from the TCA Non-Guarantor Subsidiaries. As well as, the notes are topic to customary covenants, occasions of default and elective redemption revisions. The 2028 Notes and the 2030 Notes had been required to be registered below the Securities Act of 1933 inside 270 days of the deadline for the providing of every respective sequence. The Firm accomplished the registration of the 2028 Notes and 2030 Notes inOctober 2020 . •6.0% Senior Subordinated Notes due 2024 - In reference to the issuance of the Present 2028 Notes and Present 2030 Notes, onMarch 4, 2020 , we redeemed all of our 6.0% Notes at 103% of par, plus accrued and unpaid curiosity as much as, however excluding, the date of redemption. •Vendor Notes - The Vendor Notes comprised$150.0 million in mixture principal quantity of 4.00% promissory be aware dueAugust 2021 and$50.0 million in mixture principal quantity of 4.00% promissory be aware dueFebruary 2022 and had been issued onAugust 24, 2020 along side the Park Place Acquisition. InSeptember 2020 , the Firm redeemed the Vendor Notes with the proceeds of theSeptember 2020 Providing of Senior Notes. •Mortgage Financings-We now have a number of mortgage agreements with finance corporations affiliated with our car producers ("captive mortgages") and different lenders. As ofDecember 31, 2021 we had whole mortgage notes payable excellent of$71.7 million that are collateralized by the related actual property. •2021 Actual Property Facility-OnDecember 17, 2021 , we entered into an actual property time period mortgage credit score settlement withFinancial institution of America, N.A ., as administrative agent and the opposite lenders social gathering thereto, which offers for time period loans in an mixture quantity equal to$689.7 million (the "2021 Actual Property Facility"). As ofDecember 31, 2021 , we had$689.7 million of excellent borrowings below the 2021 Actual Property Facility. There is no such thing as a additional borrowing availability below this settlement. •2021 BofA Actual Property Facility-OnMight 10, 2021 , we entered into an actual property time period mortgage credit score settlement (the "2021 BofA Actual Property Credit score Settlement"), by and among the many Firm and sure of its subsidiaries,Financial institution of America, N.A ., as administrative agent and the varied monetary establishments social gathering thereto, as lenders, which offers for time period loans in an mixture quantity equal to$184.4 million , topic to customary phrases and situations (the "2021 BofA Actual Property Facility"). As ofDecember 31, 2021 , we had$180.7 million of excellent borrowings below the 2021 BofA Actual Property Facility. There is no such thing as a additional borrowing availability below this settlement. 60
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•2018Financial institution of America Facility-On November 13, 2018 , we entered into an actual property time period mortgage credit score settlement (as amended, restated or supplemented from time to time, the "2018 BofA Actual Property Credit score Settlement") withFinancial institution of America , as lender, offering for time period loans in an mixture quantity to not exceed$128.1 million , topic to customary phrases and situations (the "2018BofA Actual Property Facility"). Our proper to make attracts below the 2018BofA Actual Property Facility terminated onNovember 13, 2019 . The entire actual property financed by an working dealership subsidiary of the Firm below the 2018 BofA Actual Property Facility is collateralized by first precedence liens, topic to sure permitted exceptions. As ofDecember 31, 2021 , we had$78.8 million of excellent borrowings below the 2018 BofA Actual Property Facility. There is no such thing as a additional borrowing availability below this facility. •2018 Wells Fargo Grasp Mortgage Facility-OnNovember 16, 2018 , sure of our subsidiaries entered right into a grasp mortgage settlement (the "2018 Wells Fargo Grasp Mortgage Settlement") with Wells Fargo as lender, which offers for time period loans to sure of our subsidiaries which might be debtors below the 2018 Wells Fargo Grasp Mortgage Settlement in an mixture quantity to not exceed$100.0 million (the "2018 Wells Fargo Grasp Mortgage Facility"). Our proper to make attracts below the 2018 Wells Fargo Grasp Mortgage Facility terminated onJune 30, 2020 . OnNovember 16, 2018 andJune 26, 2020 , we borrowed an mixture quantity of$25.0 million and$69.4 million , respectively, below the 2018 Wells Fargo Grasp Mortgage Facility, the proceeds of which had been used for basic company functions. As ofDecember 31, 2021 , we had$81.9 million , excellent borrowings below the 2018 Wells Fargo Grasp Mortgage Facility. There is no such thing as a additional borrowing availability below this settlement. •2015 Wells Fargo Grasp Mortgage Facility-OnFebruary 3, 2015 , sure of our subsidiaries entered into an amended and restated grasp mortgage settlement (the "2015 Wells Fargo Grasp Mortgage Settlement") withWells Fargo Financial institution, Nationwide Affiliation ("Wells Fargo"), as lender, which offers for time period loans to sure of our subsidiaries which might be debtors below the 2015 Wells FargoGrasp Mortgage Settlement in an mixture quantity to not exceed$100.0 million (the "2015 Wells Fargo Grasp Mortgage Facility"). Borrowings below the 2015 Wells FargoGrasp Mortgage Facility are assured by us and are collateralized by the true property financed below the 2015 Wells Fargo Grasp Mortgage Facility. As ofDecember 31, 2021 , the excellent stability below this settlement was$53.2 million . There's no additional borrowing availability below this facility. •2013 BofA Actual Property Facility-OnSeptember 26, 2013 , we entered into an actual property time period mortgage credit score settlement (the "2013 BofA Actual Property Credit score Settlement") withFinancial institution of America, N.A . ("Financial institution of America "), as lender, offering for time period loans in an mixture quantity to not exceed$75.0 million , topic to customary phrases and situations (the "2013 BofA Actual Property Facility"). As ofDecember 31, 2021 , we had$31.1 million of excellent borrowings below the 2013 BofA Actual Property Facility. There is no such thing as a additional borrowing availability below this settlement
Covenants and Defaults
We're topic to quite a few customary covenants in our varied debt and lease agreements, together with these described under. We had been in compliance with all of our covenants as ofDecember 31, 2021 . Failure to adjust to any of our debt covenants would represent a default below the related debt agreements, which would entitle the lenders below such agreements to terminate our capacity to borrow below the related agreements and speed up our obligations to repay excellent borrowings, if any, until compliance with the covenants had been waived. In lots of circumstances, defaults below certainly one of our agreements may set off cross-default provisions in our different agreements. If we're unable to stay in compliance with our monetary or different covenants, we might be required to hunt waivers or modifications of our covenants from our lenders, or we would want to increase debt and/or fairness financing or promote belongings to generate proceeds ample to repay such debt. We can't give any assurance that we might be in a position to efficiently take any of those actions on phrases, or at instances, that will be obligatory or fascinating. The representations and covenants contained within the 2021 Actual Property Facility, 2021 BofA Actual Property Facility, 2018 BofA Actual Property Credit score Settlement, 2018 Wells Fargo Grasp Mortgage Settlement, 2013 BofA Actual Property Credit score Settlement, 2015 Wells Fargo Grasp Mortgage Settlement and the associated paperwork are customary for financing transactions of this nature, together with, amongst others, necessities to adjust to a minimal consolidated fastened cost protection ratio and most consolidated whole lease adjusted leverage ratio, in every case, as relevant. As well as, sure different covenants may limit our capacity to incur extra debt, pay dividends or purchase or get rid of belongings. Every of those agreements offers for occasions of default which might be customary for financing transactions of this nature, together with cross-defaults to different materials indebtedness. Upon the prevalence of an occasion of default, we might be required by the relevant settlement to instantly repay all quantities excellent thereunder. The representations and covenants contained within the settlement governing the 2019 Senior Credit score Facility are customary for financing transactions of this nature together with, amongst others, a requirement to adjust to a minimal consolidated fastened cost protection ratio and most consolidated whole lease adjusted leverage ratio, in every case as set out within the settlement governing the 2019 Senior Credit score Facility. As well as, sure different covenants may limit the Firm's capacity to incur extra debt, pay dividends or purchase or dispose of belongings. The settlement governing the 2019 Senior Credit score Facility additionally 61
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offers for occasions of default which might be customary for financing transactions of this nature, together with cross-defaults to different materials indebtedness. In sure situations, an occasion of default below both the Revolving Credit score Facility or the Used Car Ground Plan Facility might be, or end in, an occasion of default below the New Car Ground Plan Facility, and vice versa. Upon the prevalence of an occasion of default, the Firm might be required to instantly repay all quantities excellent below the relevant facility. The 2019 Senior Credit score Facility and the Indentures presently enable for restricted funds with out restrict as long as our Consolidated Complete Leverage Ratio (as outlined within the 2019 Senior Credit score Facility and the Indentures) isn't any better than 3.0 to 1.0 after giving impact to such proposed restricted funds. Restricted funds typically embody gadgets comparable to dividends, share repurchases, unscheduled repayments of subordinated debt, or purchases of sure investments. Topic to our continued compliance with a consolidated fastened cost protection ratio and a most consolidated whole lease adjusted leverage ratio, in every case as set out within the Indentures, restricted funds capability additions (or subtractions if damaging) equal to a base stage plus the cumulative quantity of (i) 50% of our internet earnings (as outlined within the 2019 Senior Credit score Facility) plus (ii) 100% of any money proceeds we obtain from the sale of fairness pursuits minus (iii) the greenback quantity of share purchases made and dividends paid in the course of the outlined measurement intervals, topic to sure exceptions. Within the occasion that our Consolidated Complete Leverage Ratio does (or would) exceed 3.0 to 1.0, the 2019 Senior Credit score Facility and the Indentures would then additionally enable for restricted funds below mutually unique parameters, topic to sure exclusions.
Underneath the 2028 Senior Notes and 2030 Senior Notes, our most restrictive
indentures, these parameters are:
•The Firm might repurchase its personal shares in an mixture quantity to not exceed
•The Firm might in any other case make restricted funds solely up the cumulative capability above. Our restricted fee capability stability as ofDecember 31, 2021 was$958.6 million .
Share Repurchases and Dividend Restrictions
Our capacity to repurchase shares or pay dividends on our frequent inventory is topic to our compliance with the covenants and restrictions described in "Covenants and Defaults" above. OnJanuary 30, 2014 , our Board of Administrators licensed the Repurchase Program. OnOctober 19, 2018 , our Board of Administrators reset the authorization below our Repurchase Program to$100.0 million within the mixture, for the repurchase of our frequent inventory in open market transactions or privately negotiated transactions, sometimes. Throughout 2021, we didn't repurchase any shares of our frequent inventory below the Repurchase Program. As ofDecember 31, 2021 we had remaining authorization to repurchase$100.0 million in shares of our frequent inventory below the Repurchase Program. OnFebruary 14, 2022 , the Board of Administrators elevated the Firm's share repurchase authorization below our Repurchase Program by$100.0 million to$200.0 million . The extent that the Firm repurchases its shares, the quantity of shares and the timing of any repurchases will rely on basic market situations, authorized necessities and different company issues. The repurchase program could also be modified, suspended or terminated at any time with out prior discover. Throughout 2021, we repurchased 65,937 shares of our frequent inventory for$10.4 million from staff in reference to a internet share settlement function of worker equity-based awards. Contractual Obligations
As of
thousands and thousands; be aware references are to the notes to our Consolidated Monetary
Statements included elsewhere herein):
Funds due by interval 2022 2023 2024 2025 2026 Thereafter Complete Ground plan notes payable (Notes11&12)$ 564.5 $ - $ - $ - $ - $ -$ 564.5 Working lease liabilities (a) 28.5 26.0 18.8 17.1 15.9 168.8 275.1 Working lease liabilities expense (a) 11.5 10.6 9.8 9.1 8.4 60.7 110.1 Lengthy-term debt (Be aware 14) (a) 53.7 75.9 263.7 142.7 574.3 2,504.2 3,614.5 Curiosity on long-term debt (a)(b) 131.2 129.6 127.6 123.0 120.7 369.9 1,002.0
Complete contractual obligations
62 -------------------------------------------------------------------------------- Desk of Contents ________________________________________ (a)For added info associated to the Firm's working and finance lease liabilities introduced throughout the accompanying Consolidated Monetary Statements, see Be aware 19 "Leases" of the Notes thereto. (b)Contains variable charge curiosity funds calculated utilizing an estimated LIBOR charge of 0.10%, and assumes that borrowings won't be refinanced previous to or upon maturity. Money Flows
Classification of Money Flows Related to Ground Plan Notes Payable
Borrowings and repayments of ground plan notes payable by way of our 2019 Senior Credit score Facility ("Non-Commerce"), and all ground plan notes payable referring to used autos (collectively known as "Ground Plan Notes Payable-Non-Commerce"), are categorized as financing actions on the accompanying Consolidated Statements of Money Flows, with borrowings mirrored individually from repayments. The online change in ground plan notes payable to a lender affiliated with the producer from which we buy a selected new car (collectively known as "Ground Plan Notes Payable-Commerce") is classed as an working exercise on the accompanying Consolidated Statements of Money Flows. Borrowings of ground plan notes payable related to stock acquired in reference to all acquisitions and repayments made in reference to all divestitures are categorized as a financing exercise within the accompanying Consolidated Assertion of Money Flows. Money flows associated to ground plan notes payable included in working actions differ from money flows associated to ground plan notes payable included in financing actions solely to the extent that the previous are payable to a lender affiliated with the producer from which we bought the associated stock, whereas the latter are payable to our 2019 Senior Credit score Facility that contains lenders affiliated with the producers and lenders not affiliated with the producers from which we bought the associated stock. The majority of our ground plan notes are payable to our 2019 Senior Credit score Facility, except ground plan notes payable referring to the financing of latest Ford andLincoln autos. Ground plan borrowings are required by all car producers for the acquisition of latest autos, and all ground plan lenders require quantities borrowed for the buy of a car to be repaid inside a short while interval after the associated car is offered. In consequence, we consider that you will need to perceive the relationship between the money flows of all of our ground plan notes payable and new car stock to be able to perceive our working capital and working money circulation and to have the ability to evaluate our working money circulation to that of our opponents (i.e., if our opponents have a special mixture of commerce and non-trade ground plan financing as in comparison with us). As well as, we embody all ground plan borrowings and repayments in our inner working money circulation forecasts. In consequence, we use the non-GAAP measure "Adjusted money circulation offered by working actions" (outlined under) to match our outcomes to forecasts. We consider that splitting the money flows of ground plan notes payable between working actions and financing actions, whereas all new car stock exercise is included in working actions, ends in considerably completely different working money circulation than if all of the money flows of ground plan notes payable had been categorized collectively in working actions. Adjusted money circulation offered by working actions contains borrowings and repayments of Ground Plan Notes Payable Non-Commerce and used ground plan notes payable borrowing base modifications. Adjusted money circulation offered by working actions might not be akin to equally titled measures of different corporations and shouldn't be thought of in isolation, or as an alternative to evaluation of our working ends in accordance with GAAP. With the intention to compensate for these potential limitations we additionally assessment the associated GAAP measures. Adjusted money circulation offered by working actions for the years endedDecember 31, 2020 and 2019 differ from beforehand disclosed non-gaap working money circulation measures introduced in Administration's Dialogue and Evaluation because of the impression on working money flows, as reported, of the Firm's materials acquisitions in the course of the 12 months endedDecember 31, 2021 . We consider that the extra changes associated to money flows related to our used car borrowing base, floorplan offset accounts and the impression of acquisitions and divestitures eliminates money circulation volatility and offers an adjusted working money circulation metric that greatest displays our outcomes of operations and our administration of stock and associated financing actions. We now have offered under a reconciliation of money circulation offered by working actions, as if all modifications in ground plan notes payable, aside from (i) borrowings related to acquisitions and repayments related to divestitures and (ii) borrowings and repayments related to the acquisition of used car stock and (iii) modifications within the floorplan offset accounts had been categorized as an working exercise for each Floorplan Notes Payable - Non-Commerce and Ground Plan Notes Payable - Commerce. 63
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Desk of Contents For the Yr Ended December 31, 2021 2020 2019 (In thousands and thousands)
Reconciliation of Money offered by working actions to Money
offered by working actions, as adjusted
Money offered by working actions, as reported
$ 1,163.7 $ 652.5 $ 349.8 Change in Ground Plan Notes Payable Non-Commerce, internet
(608.7) (155.3) (194.7)
Change in Ground Plan Notes Payable Non-Commerce related to ground
plan offset, used car borrowing base modifications adjusted for
acquisition and divestitures
131.1 9.1 138.2
Change in Ground Plan Notes Payable Commerce related to ground plan
offset and internet acquisition and divestitures
(54.0) (63.7) (11.0) Adjusted money circulation offered by working actions$ 632.1 $ 442.6 $ 282.3 Working Actions- Web money offered by working actions totaled$1.16 billion ,$652.5 million , and$349.8 million for the years endedDecember 31, 2021 , 2020, and 2019, respectively. Adjusted money circulation offered by working actions totaled$632.1 million ,$442.6 million , and$282.3 million for the years endedDecember 31, 2021 , 2020, and 2019, respectively. Adjusted money circulation offered by working actions contains internet earnings, changes to reconcile internet earnings to internet money offered by working actions, modifications in working capital, modifications in used car borrowing base, modifications in Ground Plan Notes Payable - Non-Commerce and Commerce, excluding the impression of offsets, and excluding working money flows related to acquisitions and divestitures associated to loaner autos and new car inventories financed by way of Ground Plan Notes Payable - Commerce.
The
actions for the 12 months ended
•improve in$314.2 million internet earnings and non-cash changes to internet earnings primarily associated to much less acquire on dealership divestitures in 2021 compared to 2020, partially offset by no franchise rights impairment in 2021; and
•$69.7 million associated to gross sales quantity and the timing of assortment of accounts
receivable and contracts-in-transit throughout 2021 as in comparison with 2020.
The rise in our Adjusted money circulation offered by working actions, was
partially offset by:
•$67.3 million associated to a lower in stock, internet of ground plan notes payable, together with each commerce and non-trade, excluding offset and together with used car borrowing base modifications adjusted for acquisitions and divestitures;
•$26.8 million associated to the change in different long-term belongings and liabilities;
•$43.8 million associated to the change in different present belongings, internet; and
•$56.8 million associated to a lower in accounts payable and accrued
liabilities.
The
actions for the 12 months ended
•$23.6 million associated to a improve in stock, internet of ground plan notes payable, together with each commerce and non-trade, excluding offset and together with used car borrowing base modifications adjusted for acquisitions and divestitures;
•$57.5 million associated to a rise in accounts payable and accrued
liabilities;
•$59.2 million associated to non-cash changes to internet earnings primarily associated
to the acquire on dealership divestitures in 2020 when in comparison with 2019;
•$16.5 million associated to gross sales quantity and the timing of assortment of accounts
receivable and contracts-in-transit throughout 2020 as in comparison with 2019; and
•$14.3 million associated to the change in different long-term belongings and liabilities.
64 -------------------------------------------------------------------------------- Desk of Contents The lower in our internet money offered by working actions, as adjusted, was partially offset by:
•$9.6 million associated to the change in different present belongings, internet; and
•$1.2 million associated to working lease liabilities.
Investing Actions-
Web money utilized in investing actions totaled$3.92 billion ,$820.8 million , and$227.6 million for the years endedDecember 31, 2021 , 2020, and 2019, respectively. Money flows from investing actions relate primarily to capital expenditures, acquisitions, divestitures, and the sale of property and gear. Capital expenditures, excluding the acquisition of actual property and acquisitions, had been$74.2 million ,$46.5 million , and$57.6 million for the years endedDecember 31, 2021 , 2020, and 2019, respectively. Purchases of actual property totaled$7.8 million ,$2.3 million , and$9.2 million for the years endedDecember 31, 2021 , 2020, and 2019, respectively. As well as, we bought beforehand leased services for$217.1 million , and$4.9 million in the course of the years endedDecember 31, 2021 , and 2019, respectively. We anticipate that capital expenditures throughout 2022 will whole roughly$150.0 million to improve or substitute our current services, assemble new services, increase our service capability, and spend money on expertise and gear. In addition, as a part of our capital allocation technique, we regularly consider alternatives to buy properties presently below lease and purchase properties in reference to future dealership relocations. No assurances can be offered that we'll have or be capable to entry capital at instances or on phrases in quantities deemed essential to execute this technique. OnDecember 17, 2021 , we accomplished the acquisition of LHM and TCA for a complete buy value of roughly$3.48 billion . The sources of the acquisition value included 2029 Notes, 2032 Notes, 2021 Actual Property Facility, proceeds from our frequent inventory providing, new floorplan notes payable commerce and non-trade, used car floorplan notes payable, payables to Vendor and money. Along with these acquisitions, in the course of the 12 months endedDecember 31, 2021 , we acquired the belongings of 11 franchises (10 dealership places) in within theDenver, Colorado market and three franchises (one dealership location) within theIndianapolis, Indiana marketplace for a mixed buy value of$485.7 million . We funded this acquisition with an mixture of$455.1 million of money, and$9.6 million of ground plan borrowings for the acquisition of the associated new car stock. In the combination, these acquisitions included buy value holdbacks of$21.0 million for potential indemnity claims made by us with respect to the acquired franchises. Along with the acquisition quantities above, we launched$1.0 million of buy value holdbacks associated to present and prior 12 months acquisitions in the course of the 12 months endedDecember 31, 2021 . Through the 12 months endedDecember 31, 2020 , we acquired considerably all the belongings of, and leased the true property associated to 12 new car dealership franchises (eight dealership places), two collision facilities and an auto public sale comprising the Park Place Dealership group for a purchase order value of$889.9 million . We funded this acquisition with$527.4 million of money,$200.0 million of Vendor Notes,$127.5 million of ground plan borrowings for the buy of the associated new car stock and$35.0 million of ground plan borrowings for the acquisition of the associated used car stock. As well as, we acquired the belongings of three franchises (one dealership location) within theDenver, Colorado marketplace for a purchase order value of$63.6 million . This acquisition was funded with an mixture of$34.5 million of money and$27.1 million of ground plan borrowings for the acquisition of the associated new car stock. These acquisitions included buy value holdbacks of$2.0 million for potential indemnity claims made by us with respect to the acquired franchises. As well as to the acquisition quantities above, we launched$2.5 million of buy value holdbacks associated to a previous 12 months acquisition. Through the 12 months endedDecember 31, 2019 , we acquired the belongings of 9 franchises (5 dealership places) and one collision heart within theIndianapolis, Indiana market and one franchise (one dealership location) within theDenver, Colorado marketplace for a mixed buy value of$210.4 million . We funded these acquisitions with an mixture of$153.9 million of money and$55.3 million of ground plan borrowings for the acquisition of the associated new car stock. Within the mixture, these acquisitions included buy value holdbacks of$1.2 million for potential indemnity claims made by us with respect to the acquired franchises. Along with the acquisition quantities above, we launched$0.8 million of buy value holdbacks associated to a previous 12 months acquisition.
Through the 12 months ended
dealership location) within the
Through the 12 months ended
dealership places) within the
dealership places) and one collision heart within the
market, and one franchise (one dealership location) within the
Carolina
65
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Desk of Contents
Through the 12 months endedDecember 31, 2019 , we divested one franchise (one dealership location) and one collision heart for proceeds of$39.1 million . Moreover, proceeds from the sale of belongings, unrelated to a dealership divestiture, had been$21.5 million ,$4.2 million , and$15.0 million for the years endedDecember 31, 2021 , 2020, and 2019, respectively. Through the 12 months endedDecember 31, 2021 , upon the acquisition of TCA, we bought available-for-sale debt securities and fairness securities for$1.1 million and$0.4 million , respectively. ThroughoutDecember 2021 , we additionally acquired proceeds of$0.8 million and$0.4 million from the sale of accessible on the market debt securities and fairness securities, respectively.
Financing Actions-
Web money offered by financing actions totaled
million
utilized in financing actions totaled
Through the years endedDecember 31, 2021 , 2020, and 2019, we had non-trade ground plan borrowings of$5.04 billion ,$4.31 billion , and$4.32 billion , respectively. Included in our non-trade ground plan borrowings, had been borrowings of$294.0 million ,$220.0 million , and$80.0 million for the years endedDecember 31, 2021 , 2020, and 2019, respectively, associated to our used car ground plan facility. Through the 12 months endedDecember 31, 2021 we borrowed$439.0 million and repaid$270.0 million on our revolving line of credit score. As well as, in the course of the years endedDecember 31, 2021 , 2020, and 2019, we had non-trade ground plan borrowings of$214.5 million ,$131.6 million , and$55.3 million respectively, associated to acquisitions. Nearly all of our ground plan notes are payable to events unaffiliated with the entities from which we buy our new car stock, except ground plan notes payable referring to the financing of latest Ford andLincoln autos. Through the years endedDecember 31, 2021 , 2020, and 2019, we made non-trade ground plan repayments of$5.36 billion ,$4.47 billion , and$4.51 billion , respectively. Included in our non-trade ground plan repayments had been repayments of$220.0 million and$110.0 million for the years endedDecember 31, 2020 , and 2019, respectively, associated to our used car ground plan facility. We had no compensation for the 12 months endedDecember 31, 2021 . As well as, in the course of the years endedDecember 31, 2021 , 2020 and 2019 we had ground plan repayments related with dealership divestitures of$0.8 million ,$60.4 million , and$14.1 million respectively.
Through the years ended
from borrowings totaling
respectively.
Repayments of borrowings totaled
million
Through the 12 months ended
issuance of frequent inventory totaling
Through the 12 months endedDecember 31, 2021 , we didn't repurchase any shares of our frequent inventory below our Repurchase Program. We did repurchase 65,937 shares of our frequent inventory for$10.4 million from staff in reference to a internet share settlement function of worker equity-based awards.
Off Stability Sheet Preparations
We had no off stability sheet preparations throughout any of the intervals introduced aside from these disclosed in Be aware 21 "Commitments and Contingencies" of the Notes to Consolidated Monetary Statements thereto.
Guarantor Monetary Info
As ofDecember 31, 2021 , the Firm had excellent$405 million of 4.500% Senior Notes due 2028 and$445 million of 4.750% Senior Notes due 2030. As defined in Be aware 14 of the Firm's Consolidated Monetary Statements as of and for the 12 months endedDecember 31, 2021 , the Senior Notes have been absolutely and unconditionally assured, collectively and severally, on a senior unsecured foundation, by every current and future restricted subsidiary of the Firm (the "Guarantor Subsidiaries"), that are listed in Exhibit 22, exceptLandcar Administration Firm ,Landcar Company, Inc. andLandcar Casualty Firm and their respective subsidiaries (collectively, the "TCA Non-Guarantor Subsidiaries).
The next tables current summarized monetary info for the Firm
and the Guarantor Subsidiaries on a mixed foundation after elimination of (i)
intercompany transactions and balances amongst Asbury and the Guarantor
Subsidiaries and (ii) belongings, liabilities, and fairness in earnings from and
investments in any non-guarantor subsidiaries.
66 -------------------------------------------------------------------------------- Desk of Contents Summarized Stability Sheet Knowledge of Asbury and Guarantor Subsidiaries As of December 31, 2021 (In thousands and thousands) Present belongings $ 1,778.4 Present belongings - associates - Non-current belongings 5,511.3 Present liabilities 1,473.2 Present liabilities - associates 6.9 Non-current liabilities 3,916.7 Summarized Assertion of Operations Knowledge for Asbury and Guarantor Subsidiaries For the Yr Ended December 31, 2021 (In thousands and thousands) Web gross sales $ 9,825.7 Gross revenue 1,901.7 Earnings from operations 788.3 Web earnings 529.1
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