Asbury Automotive Group(ABG) - 2020 Q2 - Quarterly Report

PART I—Financial Information This section provides unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures Item 1. Condensed Consolidated Financial Statements (unaudited) This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of income, comprehensive income, shareholders' equity, and cash flows, along with detailed notes explaining the company's business, accounting policies, revenue recognition, acquisitions, debt, and other financial instruments. It highlights the financial impact of the COVID-19 pandemic and the revised Park Place acquisition Condensed Consolidated Balance Sheets Presents the company's financial position, including assets, liabilities, and equity, as of December 31, 2019, and June 30, 2020 | Metric | Dec 31, 2019 (Millions) | Jun 30, 2020 (Millions) | Change (Millions) | % Change | | :----- | :---------------------- | :---------------------- | :---------------- | :------- | | Cash and cash equivalents | $3.5 | $613.2 | $609.7 | 17420% | | Inventories | $985.0 | $636.4 | $(348.6) | (35.4)% | | Total current assets | $1,602.6 | $1,591.7 | $(10.9) | (0.7)% | | Total assets | $2,911.3 | $2,934.4 | $23.1 | 0.8% | | Floor plan notes payable—trade, net | $130.3 | $57.5 | $(72.8) | (55.9)% | | Floor plan notes payable—non-trade, net | $657.7 | $468.7 | $(189.0) | (28.7)% | | Total current liabilities | $1,247.0 | $893.2 | $(353.8) | (28.4)% | | Long-term debt | $907.0 | $1,182.1 | $275.1 | 30.3% | | Total shareholders' equity | $646.3 | $713.1 | $66.8 | 10.3% | Condensed Consolidated Statements of Income Details the company's revenues, expenses, and net income for the three and six months ended June 30, 2020, and 2019 | Metric | 3 Months Ended Jun 30, 2020 (Millions) | 3 Months Ended Jun 30, 2019 (Millions) | % Change | 6 Months Ended Jun 30, 2020 (Millions) | 6 Months Ended Jun 30, 2019 (Millions) | % Change | | :----- | :------------------------------------- | :------------------------------------- | :------- | :------------------------------------- | :------------------------------------- | :------- | | Total Revenue | $1,445.1 | $1,803.5 | (20)% | $3,052.4 | $3,474.3 | (12)% | | Gross Profit | $242.8 | $295.0 | (18)% | $515.2 | $574.2 | (10)% | | Income From Operations | $82.2 | $85.9 | (4)% | $117.2 | $163.7 | (28)% | | Net Income | $49.6 | $54.9 | (10)% | $69.1 | $95.8 | (28)% | | Basic EPS | $2.58 | $2.87 | (10)% | $3.60 | $4.99 | (28)% | | Diluted EPS | $2.57 | $2.84 | (10)% | $3.58 | $4.96 | (28)% | Condensed Consolidated Statements of Comprehensive Income Reports net income and other comprehensive income items, such as changes in fair value of cash flow swaps, for the specified periods | Metric | 3 Months Ended Jun 30, 2020 (Millions) | 3 Months Ended Jun 30, 2019 (Millions) | 6 Months Ended Jun 30, 2020 (Millions) | 6 Months Ended Jun 30, 2019 (Millions) | | :----- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Net income | $49.6 | $54.9 | $69.1 | $95.8 | | Change in fair value of cash flow swaps | $(0.6) | $(2.5) | $(5.1) | $(4.3) | | Income tax benefit associated with cash flow swaps | $0.2 | $0.6 | $1.3 | $1.1 | | Comprehensive income | $49.2 | $53.0 | $65.3 | $92.6 | Condensed Consolidated Statements of Shareholders' Equity Outlines changes in shareholders' equity, including net income, share-based compensation, and stock repurchases, for the six months ended June 30, 2020 | Metric | Dec 31, 2019 (Millions) | Jun 30, 2020 (Millions) | Change (Millions) | | :----- | :---------------------- | :---------------------- | :---------------- | | Total Shareholders' Equity | $646.3 | $713.1 | $66.8 | | Net Income (6 months) | $95.8 | $69.1 | $(26.7) | | Change in fair value of cash flow swaps, net of tax benefit (6 months) | $(3.2) | $(3.8) | $(0.6) | | Share-based compensation (6 months) | $6.8 | $6.6 | $(0.2) | | Repurchase of common stock (6 months) | $(16.3) | $(5.1) | $11.2 | Condensed Consolidated Statements of Cash Flows Summarizes cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2020, and 2019 | Metric | 6 Months Ended Jun 30, 2020 (Millions) | 6 Months Ended Jun 30, 2019 (Millions) | Change (Millions) | | :----- | :------------------------------------- | :------------------------------------- | :---------------- | | Net cash provided by operating activities | $554.6 | $160.5 | $394.1 | | Net cash provided by (used in) investing activities | $36.1 | $(92.3) | $128.4 | | Net cash provided by (used in) financing activities | $19.0 | $(66.9) | $85.9 | | Net increase in cash and cash equivalents | $609.7 | $1.3 | $608.4 | | Cash and cash equivalents, end of period | $613.2 | $9.6 | $603.6 | Notes to Condensed Consolidated Financial Statements Provides detailed explanations of the company's business, significant accounting policies, acquisitions, debt, and the impact of the COVID-19 pandemic - As of June 30, 2020, the company operated 102 new vehicle franchises (83 dealership locations) representing 31 automobile brands and 24 collision repair centers in 16 metropolitan markets within nine states. New vehicle revenue brand mix was 44% imports, 33% luxury, and 23% domestic brands[14][16] - On July 6, 2020, the company entered into a Revised Asset Purchase Agreement to acquire 12 new vehicle dealership franchises, two collision centers, and an auto auction from the Park Place Dealership group for approximately $685.0 million of goodwill and $50.0 million for parts, fixed assets, and leaseholds[37][40] - During the six months ended June 30, 2020, the company acquired three franchises (one dealership location) for $63.6 million and divested seven franchises (six dealership locations) and one collision center, recording a pre-tax gain of $33.7 million[53] - A $23.0 million pre-tax non-cash impairment charge was recognized for certain franchise rights as of March 31, 2020, due to the adverse impact of the COVID-19 pandemic[60] - The company redeemed its 6.00% Senior Subordinated Notes due 2024 and issued new 4.50% Senior Notes due 2028 and 4.75% Senior Notes due 2030. A special mandatory redemption of $245.0 million of 2028 Notes and $280.0 million of 2030 Notes occurred due to the termination of the initial Park Place acquisition[61][63][93] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance, condition, and future outlook. It details the impact of the COVID-19 pandemic on operations, the status of the Park Place acquisition, and a comprehensive analysis of revenue, gross profit, and expenses for both the three and six months ended June 30, 2020, compared to the prior year. It also covers liquidity, capital resources, and cash flow activities Forward-Looking Information Discusses expectations regarding future sales, financial performance, capital expenditures, and economic conditions, along with key associated risk factors - Forward-looking statements include expectations on declines in sales and service revenue due to COVID-19, the financial performance of the Park Place Dealership group, future capital expenditures, and general economic conditions[96] - Key risk factors include the adverse impact of COVID-19, the ability to consummate and integrate the Revised Transaction, changes in economic conditions, disruptions in vehicle production, and compliance with financing covenants[97][98] - The company expressly disclaims any obligation to update forward-looking statements contained in the report[100] OVERVIEW Describes the company's operational footprint, revenue streams, gross profit margin drivers, and flexible cost structure as of June 30, 2020 - As of June 30, 2020, the company operated 102 new vehicle franchises (83 dealership locations) representing 31 automobile brands and 24 collision repair centers in 16 metropolitan markets within nine states[101] - New vehicle revenue brand mix for the six months ended June 30, 2020, consisted of 44% imports, 33% luxury, and 23% domestic brands[103] - Revenue is primarily derived from new vehicle sales, used vehicle sales (retail and wholesale), parts and service, and finance and insurance (F&I) products[104] - Gross profit margin is expected to increase when used vehicle, parts and service, and F&I revenue increase as a percentage of total revenue, as these segments generally yield higher gross profit margins than new vehicle sales[105] - The company's cost structure is flexible, with significant portions being variable (e.g., sales commissions) or controllable (e.g., advertising), allowing adaptation to changes in the retail environment[105] Impact of COVID-19 on Our Business Details the adverse effects of the pandemic on sales and operations, management's cost mitigation strategies, and the company's liquidity position - The COVID-19 pandemic adversely impacted business operations, store traffic, and sales, with the seasonally adjusted annual rate (SAAR) of new vehicle sales in the U.S. for Q2 2020 at 11.3 million, down from 17.1 million in Q2 2019[108] - In response, management implemented various cost mitigation actions, including furloughing approximately 2,300 employees, reducing store hours, suspending 401(k) match, temporary pay reductions, and a permanent workforce reduction of 1,300 employees[109][110] - Cost-saving measures, such as reduced marketing expenses, deferred capital expenditures, and negotiated vendor discounts, led to profitability in May and June 2020 exceeding the prior year period[111] - A $23.0 million non-cash impairment charge related to intangible manufacturer franchise rights was recorded during Q1 2020 due to the adverse impact of the COVID-19 pandemic[112] - As of June 30, 2020, the company had $746.9 million in total available liquidity, comprising $613.2 million in cash and cash equivalents, $116.7 million in floor plan offset accounts, and $17.0 million in used vehicle revolving floor plan facility availability[113] Park Place Acquisition Outlines the termination of the initial agreement and the subsequent revised agreement for the acquisition of Park Place Dealership group, including financing details - The initial Asset Purchase Agreement for the Park Place Dealership group was terminated on March 24, 2020, resulting in a $10.0 million liquidated damages payment[117] - On July 6, 2020, a Revised Asset Purchase Agreement was entered into to acquire 12 new vehicle dealership franchises, two collision centers, and an auto auction from the Park Place Dealership group[118] - The purchase price for the Revised Transaction is approximately $685.0 million for goodwill and $50.0 million for parts, fixed assets, and leaseholds (excluding vehicle inventory), to be financed through a combination of cash, debt, and seller financing[119] - The Revised Transaction is subject to customary closing conditions, including approval from applicable automotive manufacturers, and is not subject to any financing condition[119] RESULTS OF OPERATIONS (Three Months Ended June 30, 2020 Compared to the Three Months Ended June 30, 2019) Analyzes the company's financial performance, including revenue, gross profit, and expenses, for the second quarter of 2020 versus 2019 | Metric | Q2 2020 (Millions) | Q2 2019 (Millions) | Change (Millions) | % Change | | :----- | :----------------- | :----------------- | :---------------- | :------- | | Total Revenue | $1,445.1 | $1,803.5 | $(358.4) | (20)% | | New Vehicle Revenue | $761.8 | $965.2 | $(203.4) | (21)% | | Used Vehicle Revenue | $447.5 | $533.6 | $(86.1) | (16)% | | Parts and Service Revenue | $169.2 | $224.5 | $(55.3) | (25)% | | F&I, net Revenue | $66.6 | $80.2 | $(13.6) | (17)% | | Total Gross Profit | $242.8 | $295.0 | $(52.2) | (18)% | | New Vehicle Gross Profit | $38.6 | $38.3 | $0.3 | 1% | | Used Vehicle Gross Profit | $37.1 | $35.9 | $1.2 | 3% | | Parts and Service Gross Profit | $100.5 | $140.6 | $(40.1) | (29)% | | F&I, net Gross Profit | $66.6 | $80.2 | $(13.6) | (17)% | | SG&A Expense | $152.2 | $200.7 | $(48.5) | (24)% | | Net Income | $49.6 | $54.9 | $(5.3) | (10)% | | Diluted EPS | $2.57 | $2.84 | $(0.27) | (10)% | | Floor Plan Interest Expense | $4.1 | $10.5 | (61)% | | Other Interest Expense, net | $11.8 | $13.6 | (13)% | | Income Tax Expense | $16.7 | $18.6 | (10)% | | Effective Tax Rate | 25.2% | 25.3% | (0.1)% pts | - New vehicle inventory ended Q2 2020 with approximately 52 days of supply, below the target range of 70-75 days, due to assembly line disruptions from the COVID-19 pandemic[130] - Used vehicle inventory ended Q2 2020 with 26 days of supply, slightly below the target of 30-35 days[134] - Wage guarantees to certain skilled technicians negatively impacted parts and service gross margin[137] - The decrease in SG&A was a result of employee furloughs, temporary pay reductions, negotiated vendor discounts, and reduced advertising and travel expenses. The company anticipates SG&A expense as a percentage of gross profit to return to the mid-to-upper 60% range in future quarters[141] RESULTS OF OPERATIONS (Six Months Ended June 30, 2020 Compared to the Six Months Ended June 30, 2019) Provides a comprehensive analysis of the company's financial results, including revenue, gross profit, and net income, for the first half of 2020 compared to 2019 | Metric | H1 2020 (Millions) | H1 2019 (Millions) | Change (Millions) | % Change | | :----- | :----------------- | :----------------- | :---------------- | :------- | | Total Revenue | $3,052.4 | $3,474.3 | $(421.9) | (12)% | | New Vehicle Revenue | $1,583.9 | $1,837.0 | $(253.1) | (14)% | | Used Vehicle Revenue | $940.7 | $1,043.5 | $(102.8) | (10)% | | Parts and Service Revenue | $390.8 | $442.1 | $(51.3) | (12)% | | F&I, net Revenue | $137.0 | $151.7 | $(14.7) | (10)% | | Total Gross Profit | $515.2 | $574.2 | $(59.0) | (10)% | | Income From Operations | $117.2 | $163.7 | $(46.5) | (28)% | | Net Income | $69.1 | $95.8 | $(26.7) | (28)% | | Diluted EPS | $3.58 | $4.96 | $(1.38) | (28)% | | Franchise Rights Impairment | $23.0 | $0.0 | $23.0 | | Other Operating Expense, net | $8.9 | $1.2 | $7.7 | | Floor Plan Interest Expense | $11.1 | $20.7 | (46)% | | Loss on Extinguishment of Debt, net | $20.6 | $0.0 | $20.6 | | Gain on Dealership Divestitures, net | $33.7 | $11.7 | $22.0 | | Income Tax Expense | $21.3 | $31.4 | (32)% | | Effective Tax Rate | 23.6% | 24.7% | (1.1)% pts | | SG&A Expense | $346.9 | $391.7 | (11)% | | SG&A as % of Gross Profit | 67.3% | 68.2% | (0.9)% pts | - The seasonally adjusted annual rate (SAAR) of new vehicle sales in the U.S. for H1 2020 was 13.2 million, a 22% decrease from 17.0 million in H1 2019[155] - As of June 30, 2020, the company had a 26-day supply of used vehicle inventory, slightly below the targeted range of 30 to 35 days[158] - Wage guarantees to certain skilled technicians negatively impacted the parts and service gross margin[162] - Other operating expense, net, included an $11.6 million charge related to the termination of the initial Park Place planned acquisition[168] - The loss on extinguishment of debt included a $19.1 million loss from redeeming $600 million 6% Notes and a $1.5 million write-off of debt issuance costs due to the special mandatory redemption of new senior notes[169][170] LIQUIDITY AND CAPITAL RESOURCES Assesses the company's financial resources, including available liquidity, debt structure, and ability to meet future obligations - Total available liquidity as of June 30, 2020, was $746.9 million, consisting of $613.2 million in cash and cash equivalents, $116.7 million in floor plan offset accounts, and $17.0 million of availability under the used vehicle revolving floor plan facility[173] - The company believes it will have sufficient liquidity to meet its debt service, working capital, commitments, acquisitions, and capital expenditures for at least the next twelve months[175] - The termination of the initial Park Place acquisition led to a special mandatory redemption of $245.0 million of 2028 Notes and $280.0 million of 2030 Notes[176] - The 2019 Senior Credit Facility includes a $250.0 million Revolving Credit Facility (with $237.0 million outstanding and $12.7 million in letters of credit as of June 30, 2020), a $1.04 billion New Vehicle Floor Plan Facility ($393.7 million outstanding net of offset), and a $160.0 million Used Vehicle Floor Plan Facility ($75.0 million outstanding)[181][183][184] - New Senior Notes include $280.0 million of 4.50% Senior Notes due 2028 and $320.0 million of 4.75% Senior Notes due 2030 (after mandatory redemption)[190][191] Covenants Confirms the company's compliance with all debt and lease agreement covenants as of June 30, 2020 - The company was in compliance with all customary operating and restrictive covenants in its various debt and lease agreements as of June 30, 2020[196] Share Repurchases and Dividend Restrictions Details the company's share repurchase program authorization and restrictions on capital distributions imposed by debt covenants - The company's ability to repurchase shares or pay dividends is subject to debt covenants, requiring the Consolidated Total Leverage Ratio not to exceed 3.0 to 1.0 on a pro forma basis[196][197] - As of June 30, 2020, $66.3 million remained authorized under the share repurchase program[199] - During the six months ended June 30, 2020, the company repurchased 56,467 shares for $5.1 million from employees in connection with net share settlements of equity-based awards[200] Cash Flows Explains the classification of floor plan notes payable and the use of a non-GAAP adjusted operating cash flow measure for internal forecasting - Floor plan notes payable to manufacturer-affiliated lenders ('Trade') are classified as operating activities, while those to unaffiliated lenders ('Non-Trade') and for used vehicles are classified as financing activities[201][202] - The company uses a non-GAAP measure, 'cash provided by operating activities, as adjusted,' to include non-trade floor plan borrowings and repayments (excluding acquisitions/divestitures and used vehicle inventory) for better comparability and internal forecasting[203][204] Operating Activities Analyzes the changes in cash generated from core business operations, highlighting key drivers for the increase in adjusted operating cash flow | Metric | H1 2020 (Millions) | H1 2019 (Millions) | Change (Millions) | | :----- | :----------------- | :----------------- | :---------------- | | Net cash provided by operating activities (as reported) | $554.6 | $160.5 | $394.1 | | Net cash provided by operating activities (as adjusted) | $255.4 | $85.4 | $170.0 | - The increase in adjusted operating cash flow was primarily due to a $70.9 million increase related to lower balances of accounts receivable and contracts-in-transit, a $28.6 million increase in other current assets, and an $85.9 million increase related to the change in inventory, net of floor plan borrowings[208] Investing Activities Details cash flows related to acquisitions, divestitures, and capital expenditures, including the funding of franchise acquisitions and proceeds from sales | Metric | H1 2020 (Millions) | H1 2019 (Millions) | Change (Millions) | | :----- | :----------------- | :----------------- | :---------------- | | Net cash provided by (used in) investing activities | $36.1 | $(92.3) | $128.4 | | Capital expenditures (excl. real estate) | $(18.2) | $(15.5) | $(2.7) | | Acquisitions | $(63.1) | $(118.5) | $55.4 | | Divestitures proceeds | $115.5 | $39.1 | $76.4 | - Acquired three franchises (one dealership location) for $63.6 million, funded with $34.5 million cash and $27.1 million floor plan borrowings[209][210] - Sold seven franchises (six dealership locations) and one collision center for an aggregate purchase price of $115.5 million[212] - Expected capital expenditures for 2020 will total approximately $29.3 million for facility upgrades, new constructions, service capacity expansion, and technology/equipment investments[209][210][212] Financing Activities Summarizes cash flows from debt activities, including floor plan borrowings, repayments, and common stock repurchases related to employee awards | Metric | H1 2020 (Millions) | H1 2019 (Millions) | Change (Millions) | | :----- | :----------------- | :----------------- | :---------------- | | Net cash provided by (used in) financing activities | $19.0 | $(66.9) | $85.9 | | Non-trade floor plan borrowings (excl. acquisitions) | $1,633.8 | $2,044.9 | $(411.1) | | Non-trade floor plan repayments (excl. divestitures) | $(1,858.0) | $(2,121.2) | $263.2 | | Proceeds from borrowings | $1,424.7 | $0.0 | $1,424.7 | | Repayments of borrowings | $(1,157.2) | $(7.9) | $(1,149.3) | | Repurchases of common stock (employee awards) | $(5.1) | $(16.3) | $11.2 | - Proceeds of $7.3 million were received related to a sale and leaseback of real estate in Plano, Texas[218] Off Balance Sheet Arrangements Discloses the company's off-balance sheet commitments, primarily letters of credit and surety bonds, as of June 30, 2020 - The company had no off-balance sheet arrangements during the periods presented other than those disclosed in Note 12 'Commitments and Contingencies'[91] - As of June 30, 2020, these included $12.7 million of letters of credit and a $5.3 million surety bond line[219] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company is exposed to interest rate risk on its variable interest rate debt, with a 100 basis point change potentially impacting annual interest expense by $9.3 million based on $926.5 million of variable debt as of June 30, 2020. To mitigate this, the company uses interest rate swap agreements that qualify for cash flow hedge accounting Interest Rate Risk Discusses the company's exposure to interest rate fluctuations on variable debt and the use of interest rate swaps for hedging purposes - A 100 basis point change in interest rates could result in a change of as much as $9.3 million to total annual interest expense, based on $926.5 million of total variable interest rate debt outstanding as of June 30, 2020[221] - The company uses interest rate swap agreements to mitigate exposure to fluctuations in interest rates, which qualify for cash flow hedge accounting treatment[223] - Notional values of interest rate swap agreements as of June 30, 2020, were $77.2 million (maturing February 2025) and $50.8 million (maturing September 2023)[224][225] Item 4. Controls and Procedures The principal executive and financial officers concluded that the company's disclosure controls and procedures were effective as of June 30, 2020, providing reasonable assurance that information required for SEC reports is recorded, processed, summarized, and reported timely. No material changes in internal control over financial reporting occurred during the quarter Disclosure Controls and Procedures Confirms the effectiveness of the company's disclosure controls and procedures as of June 30, 2020, ensuring timely and accurate reporting - The company's disclosure controls and procedures were evaluated and concluded to be effective as of June 30, 2020, ensuring timely and accurate reporting of information required by the Exchange Act[227] - Management acknowledges that control systems provide reasonable, not absolute, assurance and have inherent limitations, meaning they cannot prevent all possible errors or fraud[227] Changes in Internal Control Over Financial Reporting States that no material changes in internal control over financial reporting occurred during the quarter ended June 30, 2020 - There were no changes in the company's internal control over financial reporting during the quarter ended June 30, 2020, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[228] PART II—Other Information This section covers legal proceedings, additional risk factors, equity security sales, mine safety disclosures, and a list of exhibits Item 1. Legal Proceedings The company and its dealerships are periodically involved in various claims and legal proceedings, including audits by manufacturers/lenders and litigation related to administrative fees, employment, and financing. While loss contingency reserves are established for probable and estimable outcomes, no known claim is anticipated to materially adversely affect financial condition, liquidity, or results of operations - The company is involved in various claims and legal proceedings, including financial and other audits by vehicle manufacturers or lenders, and litigation related to administrative fees, employment-related matters, and truth-in-lending practices[229] - Loss contingency reserves are established based on outcomes believed to be probable and reasonably estimable[230] - Currently, no known claim is anticipated to materially adversely affect the company's financial condition, liquidity, or results of operations, though the outcome of any matter cannot be predicted with certainty[230] Item 1A. Risk Factors This section highlights additional risk factors, primarily focusing on the Revised Transaction (Park Place acquisition). Key risks include the complexities of integration, potential for unanticipated liabilities, challenges in managing a larger and more diversified business, retaining personnel, and the possibility of the purchase price increasing from estimates - The Revised Transaction (Park Place acquisition), if consummated, will create numerous risks and uncertainties, including significant capital expenditure and management attention required for integration[232][233] - Integration difficulties include managing a significantly larger company, the effects of unanticipated liabilities, integrating separate business cultures, attracting and retaining necessary personnel, and creating uniform systems[234][235] - Failure to realize anticipated cost savings or operational improvements from the proposed transaction could result in increased costs and adversely affect the combined company's financial results and prospects[236] - Post-closing recourse for liabilities related to the Park Place Dealership group is limited, and unknown or contingent liabilities could have a material adverse effect on the business[237] - The purchase price for the Revised Transaction could increase significantly from current estimates due to fluctuations in vehicle inventory value, potentially impacting the company's liquidity[240][241] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds As of June 30, 2020, the company had $66.3 million remaining authorization under its $100.0 million share repurchase program. No shares were repurchased under this program during the three months ended June 30, 2020, but 2,552 shares were repurchased for $0.1 million from employees for net share settlements of equity-based awards - As of June 30, 2020, the company had remaining authorization to repurchase $66.3 million in shares of its common stock under the Repurchase Program[242] - During the three months ended June 30, 2020, the company did not repurchase any shares under the Repurchase Program[242] - During the three months ended June 30, 2020, 2,552 shares of common stock were repurchased for $0.1 million from employees in connection with net share settlements of employee equity-based awards[242] Item 4. Mine Safety Disclosures This item is not applicable to the company - This item is not applicable to the company[243] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including the Asset Purchase Agreement for the Park Place acquisition, CEO and CFO certifications (Sarbanes-Oxley Act), and XBRL-related documents - Exhibit 2.1: Asset Purchase Agreement, dated July 6, 2020, related to the Park Place acquisition[245] - Exhibits 31.1, 31.2, 32.1, 32.2: Certificates of Chief Executive Officer and Chief Financial Officer pursuant to the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002[245] - Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104: XBRL Instance Document and Taxonomy Extension Documents[245] Signatures The report is signed by David W. Hult, Chief Executive Officer and President, and Patrick J. Guido, Senior Vice President and Chief Financial Officer, on July 31, 2020 - The report was signed by David W. Hult, Chief Executive Officer and President, and Patrick J. Guido, Senior Vice President and Chief Financial Officer, on July 31, 2020[248] Index to Exhibits Provides a detailed index of all exhibits filed with the Form 10-Q, reiterating the information from Item 6 - Provides a detailed index of all exhibits filed with the Form 10-Q, including the Asset Purchase Agreement, CEO/CFO certifications, and XBRL documents[249]