AN » Topics » FORWARD-LOOKING STATEMENTS

This excerpt taken from the AN 10-K filed Feb 17, 2010.

Forward-Looking Statements

Our business, financial condition, results of operations, cash flows, and prospects, and the prevailing market price and performance of our common stock may be adversely affected by a number of factors, including the matters discussed below. Certain statements and information set forth in this Annual Report on Form 10-K, as well as other written or oral statements made from time to time by us or by our authorized executive officers on our behalf, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact, including statements that describe our objectives, plans, or goals, are, or may be deemed to be, forward-looking statements. Forward-looking statements generally can be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” or other similar words or phrases. Our forward-looking statements reflect our current expectations concerning future results and events, and they involve known and unknown risks, uncertainties, and other factors that are difficult to predict and may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these statements. These forward-looking statements speak only as of the date of this report or when made, and we undertake no obligation to revise or update these statements to reflect subsequent events or circumstances. The risks, uncertainties, and other factors that our stockholders and prospective investors should consider include the following:

 

   

The automotive retailing industry is sensitive to changing economic conditions and various other factors. Our business and results of operations are substantially dependent on new vehicle sales levels in the United States and in our particular geographic markets and the level of gross profit margins that we can achieve on our sales of new vehicles, all of which are very difficult to predict.

 

   

Our results of operations and financial condition have been and could continue to be adversely affected by the unfavorable economic conditions in the United States.

 

   

Our revolving credit facility, term loan facility, mortgage facility, and the indenture relating to our senior unsecured notes contain certain financial ratios and other restrictions on our ability to conduct our business.

 

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We are dependent upon the success and continued financial viability of the vehicle manufacturers and distributors with which we hold franchises.

 

   

Our substantial indebtedness could adversely affect our financial condition and operations and prevent us from fulfilling our debt service obligations.

 

   

Goodwill and other intangible assets comprise a significant portion of our total assets. We must test our intangible assets for impairment at least annually, which could result in a material, non-cash write-down of goodwill or franchise rights and could have a material adverse impact on our results of operations and shareholders’ equity.

 

   

Our new vehicle sales are impacted by the consumer incentive and marketing programs of vehicle manufacturers.

 

   

Natural disasters and adverse weather events can disrupt our business.

 

   

We are subject to restrictions imposed by and significant influence from vehicle manufacturers that may adversely impact our business, financial condition, results of operations, cash flows, and prospects, including our ability to acquire additional stores.

 

   

We are subject to numerous legal and administrative proceedings, which, if the outcomes are adverse to us, could materially adversely affect our business, results of operations, financial condition, cash flows, and prospects.

 

   

Our operations are subject to extensive governmental laws and regulations. If we are found to be in violation of or subject to liabilities under any of these laws or regulations, or if new laws or regulations are enacted that adversely affect our operations, our business, operating results, and prospects could suffer.

 

   

We are subject to interest rate risk in connection with our vehicle floorplan payables, revolving credit facility, term loan facility, and floating rate senior unsecured notes that could have a material adverse effect on our profitability.

 

   

Our largest stockholder, as a result of its voting ownership, may have the ability to exert substantial influence over actions to be taken or approved by our stockholders.

This excerpt taken from the AN 8-K filed Oct 29, 2009.

FORWARD-LOOKING STATEMENTS

This news release contains both historical and forward-looking statements. All statements other than statements of historical fact, including statements that describe our objectives, plans or goals, are, or may be deemed to be, forward-looking statements under the securities laws. These forward-looking statements reflect our current expectations concerning future results and events, and they involve known and unknown risks, uncertainties and other factors that are difficult to predict and may cause our actual results, performance or achievements to be materially different from any future results, performance and achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others: economic conditions generally; conditions in the credit markets and changes in interest rates; assumptions and expectations relating to financial covenants contained in our debt agreements; the success and financial viability of vehicle manufacturers and distributors with which we hold franchises; factors affecting our goodwill impairment testing; natural disasters and other adverse weather events; restrictions imposed by vehicle manufacturers; the resolution of legal and administrative proceedings; regulatory factors affecting our business; and other factors described in our news releases and filings made under the securities laws, including, among others, those set forth under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008 and in our Quarterly Reports on Form 10-Q. We undertake no obligation to update any forward-looking statements to reflect subsequent events or circumstances.

These excerpts taken from the AN 10-K filed Feb 17, 2009.
Forward-Looking Statements
 
Our business, financial condition, results of operations, cash flows, and prospects, and the prevailing market price and performance of our common stock, may be adversely affected by a number of factors, including the matters discussed below. Certain statements and information set forth in this Annual Report on Form 10-K, as well as other written or oral statements made from time to time by us or by our authorized officers on our behalf, constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “seeks,” “projects,” “will,” “would,” and similar expressions are intended to identify such forward-looking statements. We intend for our forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we set forth this statement in order to comply with such safe harbor provisions. You should note that our forward-looking statements speak only as of the date of this Annual Report on Form 10-K or when made and we undertake no duty or obligation to update or revise our forward-looking statements, whether as a result of new information, future events, or otherwise. Although we believe that the expectations, plans, intentions, and projections reflected in our forward-looking statements are reasonable, such statements are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The risks, uncertainties, and other factors that our stockholders and prospective investors should consider include, but are not limited to, the following:
 
  •  The automotive retailing industry is sensitive to changing economic conditions and various other factors. Our business and results of operations are substantially dependent on new vehicle sales levels in the United States and in our particular geographic markets and the level of gross profit margins that we can achieve on our sales of new vehicles, all of which are very difficult to predict.
 
  •  Our results of operations and financial condition have been and could continue to be adversely affected by the conditions in the credit markets and the declining economic conditions in the United States.
 
  •  Our revolving credit facility, term loan facility, mortgage facility, and the indenture relating to our senior unsecured notes contain certain financial ratios and other restrictions on our ability to conduct our business.
 
  •  Our substantial indebtedness could adversely affect our financial condition and operations and prevent us from fulfilling our debt service obligations.
 
  •  We are dependent upon the success and continued financial viability of the vehicle manufacturers and distributors with which we hold franchises.
 
  •  Goodwill and other intangible assets comprise a significant portion of our total assets. We must test our intangible assets for impairment at least annually, which could result in a material, non-cash write-down of goodwill or franchise rights and could have a material adverse impact on our results of operations and shareholders’ equity.
 
  •  Our new vehicle sales are impacted by the consumer incentive and marketing programs of vehicle manufacturers.
 
  •  Natural disasters and adverse weather events can disrupt our business.
 
  •  We are subject to restrictions imposed by and significant influence from vehicle manufacturers that may adversely impact our business, financial condition, results of operations, cash flows, and prospects, including our ability to acquire additional stores.
 
  •  We are subject to numerous legal and administrative proceedings, which, if the outcomes are adverse to us, could materially adversely affect our business, results of operations, financial condition, cash flows, and prospects.
 
  •  Our operations, including, without limitation, our sales of finance and insurance and vehicle protection products, are subject to extensive governmental laws and regulations. If we are found to be in violation


51


 

  of or subject to liabilities under any of these laws or regulations, or if new laws or regulations are enacted that adversely affect our operations, our business, operating results, and prospects could suffer.
 
  •  We are subject to interest rate risk in connection with our floorplan payable, revolving credit facility, term loan facility, and floating rate senior unsecured notes that could have a material adverse effect on our profitability.
 
  •  Our largest stockholder, as a result of its voting ownership, may have the ability to exert substantial influence over actions to be taken or approved by our stockholders.
 
ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Our primary market risk exposure is increasing LIBOR-based interest rates. Interest rate derivatives may be used to hedge a portion of our variable rate debt when appropriate based on market conditions. At December 31, 2008, our fixed rate debt, primarily consisting of amounts outstanding under senior unsecured notes and mortgages, totaled $465.1 million and had a fair value of $377.8 million. At December 31, 2007, our fixed rate debt, primarily consisting of amounts outstanding under senior unsecured notes and mortgages, totaled $595.2 million and had a fair value of $578.9 million.
 
Forward-Looking
Statements



 



Our business, financial condition, results of operations, cash
flows, and prospects, and the prevailing market price and
performance of our common stock, may be adversely affected by a
number of factors, including the matters discussed below.
Certain statements and information set forth in this Annual
Report on
Form 10-K,
as well as other written or oral statements made from time to
time by us or by our authorized officers on our behalf,
constitute “forward-looking statements” within the
meaning of the Federal Private Securities Litigation Reform Act
of 1995. Words such as “anticipates,”
“believes,” “estimates,”
“expects,” “intends,” “may,”
“plans,” “seeks,” “projects,”
“will,” “would,” and similar expressions are
intended to identify such forward-looking statements. We intend
for our forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, and we set
forth this statement in order to comply with such safe harbor
provisions. You should note that our forward-looking statements
speak only as of the date of this Annual Report on
Form 10-K
or when made and we undertake no duty or obligation to update or
revise our forward-looking statements, whether as a result of
new information, future events, or otherwise. Although we
believe that the expectations, plans, intentions, and
projections reflected in our forward-looking statements are
reasonable, such statements are subject to known and unknown
risks, uncertainties, and other factors that may cause our
actual results, performance, or achievements to be materially
different from any future results, performance, or achievements
expressed or implied by the forward-looking statements. The
risks, uncertainties, and other factors that our stockholders
and prospective investors should consider include, but are not
limited to, the following:


 




















































































































  • 

The automotive retailing industry is sensitive to changing
economic conditions and various other factors. Our business and
results of operations are substantially dependent on new vehicle
sales levels in the United States and in our particular
geographic markets and the level of gross profit margins that we
can achieve on our sales of new vehicles, all of which are very
difficult to predict.
 
  • 

Our results of operations and financial condition have been and
could continue to be adversely affected by the conditions in the
credit markets and the declining economic conditions in the
United States.
 
  • 

Our revolving credit facility, term loan facility, mortgage
facility, and the indenture relating to our senior unsecured
notes contain certain financial ratios and other restrictions on
our ability to conduct our business.
 
  • 

Our substantial indebtedness could adversely affect our
financial condition and operations and prevent us from
fulfilling our debt service obligations.
 
  • 

We are dependent upon the success and continued financial
viability of the vehicle manufacturers and distributors with
which we hold franchises.
 
  • 

Goodwill and other intangible assets comprise a significant
portion of our total assets. We must test our intangible assets
for impairment at least annually, which could result in a
material, non-cash write-down of goodwill or franchise rights
and could have a material adverse impact on our results of
operations and shareholders’ equity.
 
  • 

Our new vehicle sales are impacted by the consumer incentive and
marketing programs of vehicle manufacturers.
 
  • 

Natural disasters and adverse weather events can disrupt our
business.
 
  • 

We are subject to restrictions imposed by and significant
influence from vehicle manufacturers that may adversely impact
our business, financial condition, results of operations, cash
flows, and prospects, including our ability to acquire
additional stores.
 
  • 

We are subject to numerous legal and administrative proceedings,
which, if the outcomes are adverse to us, could materially
adversely affect our business, results of operations, financial
condition, cash flows, and prospects.
 
  • 

Our operations, including, without limitation, our sales of
finance and insurance and vehicle protection products, are
subject to extensive governmental laws and regulations. If we
are found to be in violation





51





 



















 

of or subject to liabilities under any of these laws or
regulations, or if new laws or regulations are enacted that
adversely affect our operations, our business, operating
results, and prospects could suffer.


 


























  • 

We are subject to interest rate risk in connection with our
floorplan payable, revolving credit facility, term loan
facility, and floating rate senior unsecured notes that could
have a material adverse effect on our profitability.
 
  • 

Our largest stockholder, as a result of its voting ownership,
may have the ability to exert substantial influence over actions
to be taken or approved by our stockholders.


 















ITEM 7A.  

QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



 



Our primary market risk exposure is increasing LIBOR-based
interest rates. Interest rate derivatives may be used to hedge a
portion of our variable rate debt when appropriate based on
market conditions. At December 31, 2008, our fixed rate
debt, primarily consisting of amounts outstanding under senior
unsecured notes and mortgages, totaled $465.1 million and
had a fair value of $377.8 million. At December 31,
2007, our fixed rate debt, primarily consisting of amounts
outstanding under senior unsecured notes and mortgages, totaled
$595.2 million and had a fair value of $578.9 million.


 




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