8-K/A - ABG - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):July 21, 2025

Asbury Automotive Group, Inc.

(Exact name of registrant as specified in itscharter)

Delaware

(State or other jurisdiction of incorporation)

001-31262	01-0609375
(Commission File Number)	(IRS Employer Identification No.)
2905 Premiere Parkway NW Suite 300
Duluth, GA	30097
(Address<br> of principal executive offices)	(Zip<br> Code)

(770) 418-8200

(Registrant's telephone number, including areacode)

None

(Former name or former address, if changed sincelast report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

	Trading
Title of each class	Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	ABG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 21, 2025, Asbury Automotive Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) with the Securities and Exchange Commission (the “SEC”) to report the completion of the acquisition by Asbury Automotive Group, LLC (“Purchaser”), a Delaware limited liability company and a wholly-owned subsidiary of the Company, of substantially all of the assets, including real property and businesses of The Herb Chambers Companies, pursuant to a Purchase and Sale Agreement with various entities that comprise the Herb Chambers automotive dealerships group.

In order to comply with the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 and the Securities Act of 1933, the Company hereby amends Item 9.01 of our Initial Report for the purpose of filing the financial statements of The Herb Chambers Companies and the related pro forma financial information in accordance with Article 11 of Regulation S-X, which were not previously filed with the Initial Report and are permitted to be filed by amendment no later than 71 calendar days after the date the Initial Form 8-K was required to be filed with the SEC.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial statements of business acquired.

The audited combined financial statements of The Herb Chambers Companies as of and for the years ended December 31, 2024 and 2023, together with the notes thereto and the independent auditors’ report thereon are filed as Exhibit 99.2 hereto and are incorporated herein by reference.

The unaudited combined financial statements of The Herb Chambers Companies as of and for the three months ended March 31, 2025, together with the notes thereto, are filed as Exhibit 99.3 hereto and are incorporated herein by reference.

(b)	Pro forma financial information.

The unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2025, and unaudited pro forma condensed combined statements of income of the Company for the three months ended March 31, 2025 and the year ended December 31, 2024 are filed as Exhibit 99.4 hereto and are incorporated herein by reference.

(d) Exhibits.

The following exhibits are furnished as part of this report.

Exhibit No.	Description
23.1	Consent of CBIZ CPAs P.C.
99.2	Audited combined financial statements of The Herb Chambers Companies as of and for the years ended December 31, 2024 and 2023 (with independent auditors’ report thereon)
99.3	Unaudited combined financial statements of The Herb Chambers Companies as of and for the three months ended March 31, 2025
99.4	Unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2025, and unaudited pro forma condensed combined statements of income of the Company for the three months ended March 31, 2025 and the year ended December 31, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASBURY AUTOMOTIVE GROUP, INC.
Date: July 29, 2025	By:	/s/ Michael D. Welch
	Name:	Michael D. Welch
	Title:	Senior Vice President and Chief Financial Officer

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-260658 and No. 333-123505) and Form S-8 (Nos. 333-231518, 333-221146, 333-165136, 333-115402, 333-105450 and 333-84646) of Asbury Automotive Group, Inc. of our report dated April 9, 2025, with respect to the financial statements of The Herb Chambers Companies for the year ended December 31, 2024, included in this Current Report on Form 8-K/A (Amendment #1), dated July 29, 2025.

/s/ CBIZ CPAs P.C.

Hartford, CT

July 29, 2025

Exhibit 99.2

THE HERB CHAMBERS COMPANIES

COMBINEDFINANCIAL STATEMENTS AND

COMBINING INFORMATION

ASOF AND FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

THE HERB CHAMBERS COMPANIES

CONTENTS

Independent Auditors’ Report	1-2
Financial Statements
Combined Balance Sheets	3-4
Combined Statements of Operations and Comprehensive Income	5
Combined Statements of Changes in Equity	6
Combined Statements of Cash Flows	7-8
Notes to Combined Financial Statements	9-37
Combining Information
Schedule I – Combining Balance Sheets – December 31, 2024	38-40
Schedule II –<br> Combining Statements of Operations and Comprehensive Income for the year ended December 31, 2024	41-43
Schedule III – Combining Balance Sheets – December 31, 2023	44-46
Schedule IV – Combining Statements of Operations and Comprehensive Income for the year ended December 31, 2023	47-49
CBIZ CPAs P.C.
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CityPlace I, 185 Asylum Street
25th Floor
Hartford, CT 06103
P: 860.760.0600

Independent Auditors’Report

Mr. Herbert G. Chambers

The Herb Chambers Companies

We have audited the combined financial statements of The Herb Chambers Companies (the “Group”), which comprise the balance sheet as of December 31, 2024, and the related combined statements of operations and comprehensive income, changes in equity, and cash flows for the year then ended, and the related notes to the combined financial statements (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2024, and the results of its operations and its cash flows for the fiscal year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (“GAAS”). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Group and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Prior Period Financial Statements

The financial statements of the Group as of and for the year ended December 31, 2023, were audited by Federman, Lally & Remis LLC whose report dated April 15, 2024, expressed an unmodified opinion on those statements.

Responsibilities of Managementfor the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Group’s ability to continue as a going concern for one year after the date that the financial statements are issued.

CBIZ.COM

Auditors’ Responsibilitiesfor the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

·	exercise<br> professional judgment and maintain professional skepticism throughout the audit.
·	identify<br> and assess the risks of material misstatement of the combined financial statements, whether<br> due to fraud or error, and design and perform audit procedures responsive to those risks.<br> Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures<br> in the combined financial statements.
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·	obtain<br> an understanding of internal control relevant to the audit in order to design audit procedures<br> that are appropriate in the circumstances, but not for the purpose of expressing an opinion<br> on the effectiveness of the Group’s internal control. Accordingly, no such opinion<br> is expressed.
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·	evaluate<br> the appropriateness of accounting policies used and the reasonableness of significant accounting<br> estimates made by management, as well as evaluate the overall presentation of the consolidated<br> financial statements.
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·	conclude<br> whether, in our judgment, there are conditions or events, considered in the aggregate, that<br> raise substantial doubt about the Group’s ability to continue as a going concern for<br> a reasonable period of time.
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We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.

Supplementary Information

Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying 2024 combining information included in the accompanying Schedules I through II is presented for purposes of additional analysis. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. The 2023 combining information included in the accompanying schedules III and IV was subjected to the auditing procedures applied in the 2023 audit of the basic combined financial statements by Federman, Lally & Remis, LLC whose reported dated April 15, 2024 stated that the information was fairly stated in all material respects in relation to the 2023 financial statements taken as a whole.

Hartford, CT

April 9, 2025

THE HERB CHAMBERS COMPANIES

COMBINED BALANCE SHEETS

DECEMBER31, 2024 AND 2023

		2023
Assets
Current Assets
Cash	80,752,620	$	84,973,670
Investments	74,556,161		69,609,428
Accounts receivable, net of allowance for credit losses of 881,912 and 1,011,490 at December 31, 2024 and 2023, respectively	72,914,315		81,735,117
Inventories, net	472,466,687		413,437,261
Due from related parties	398,879		--
Prepaid taxes and expenses	2,052,238		1,477,173
Total Current Assets	703,140,900		651,232,649
Net Property and Equipment	21,680,505		21,601,811
Other Assets
Right of use assets, net	221,678,732		266,143,428
Due from owner	104,936,943		64,260,902
Goodwill	31,612,738		34,554,755
Investment in partnerships	1,151,174		1,086,223
Other assets	261,453		261,453
Total Other Assets	359,641,040		366,306,761
Total Assets	1,084,462,445	$	1,039,141,221

All values are in US Dollars.

The accompanying notesare an integral part of these combined financial statements.

THE HERB CHAMBERS COMPANIES

COMBINED BALANCE SHEETS

DECEMBER31, 2024 AND 2023

	2024		2023
Liabilities and Equity
Current Liabilities
Floorplan notes payable	$	453,101,482	$	403,802,001
Current portion of operating lease liabilities		40,207,812		39,434,405
Current portion of finance lease liability		433,122		404,611
Accounts payable and other accrued expenses		62,488,258		57,614,349
Income taxes payable		545,117		1,262,576
Total Current Liabilities		556,775,791		502,517,942
Long-Term Liabilities
Insurance loss fund		3,780,700		3,665,575
Operating lease liabilities, net of current portion		181,371,799		226,895,768
Finance lease liability, net of current portion		1,495,374		1,928,495
Total Long-Term Liabilities		186,647,873		232,489,838
Total Liabilities		743,423,664		735,007,780
Equity
Common stock		2,689,100		2,689,100
Additional paid-in capital		31,426,059		31,426,059
Retained earnings		282,356,061		248,391,427
Member's equity		24,236,020		21,318,729
Accumulated comprehensive income		331,541		308,126
Total Equity		341,038,781		304,133,441
Total Liabilities and Equity	$	1,084,462,445	$	1,039,141,221

The accompanying notesare an integral part of these combined financial statements.

THE HERB CHAMBERS COMPANIES

COMBINED STATEMENTS OF OPERATIONSAND COMPREHENSIVE INCOME

FORTHE YEARS ENDED DECEMBER 31, 2024 AND 2023

	2024			2023
Sales	$	3,196,456,820		$	3,086,882,991
Cost of Sales		2,646,281,546			2,505,323,817
Gross Profit		550,175,274			581,559,174
Operating Expenses		508,289,660			537,532,283
Income from Operations		41,885,614			44,026,891
Other Income (Expense)
Investment income, net		4,923,317			5,029,779
Gain on sale of franchise		13,204,798			--
Settlement expense		(11,841,143	)		--
Other income, net		10,958,016			18,107,562
Total Other Income		17,244,988			23,137,341
Net Income		59,130,602			67,164,232
Other Comprehensive Income
Unrealized holding gain		23,415			540,140
Comprehensive Income	$	59,154,017		$	67,704,372

The accompanying notesare an integral part of these combined financial statements.

THE HERB CHAMBERS COMPANIES

COMBINED STATEMENTS OF CHANGESIN EQUITY

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

	2024			2023
Common Stock,<br> beginning of year	$	2,689,100		$	2,689,100
Common Stock,<br> end of year	$	2,689,100		$	2,689,100
Additional Paid-in Capital,<br> beginning of year	$	31,426,059		$	31,426,059
Additional Paid-in Capital,<br> end of year	$	31,426,059		$	31,426,059
Retained Earnings,<br> beginning of year	$	248,391,427		$	230,456,031
Net income		56,133,311			64,196,874
Distributions to stockholder		(22,168,677	)		(46,261,478	)
Retained Earnings,<br> end of year	$	282,356,061		$	248,391,427
Member's Equity,<br> beginning of year	$	21,318,729		$	12,791,371
Net income		2,997,291			2,967,358
Member's capital contribution		--			5,560,000
Distributions to member		(80,000	)		--
Member's Equity,<br> end of year	$	24,236,020		$	21,318,729
Accumulated Other Comprehensive Income (Loss),
beginning of year	$	308,126		$	(232,014	)
Unrealized holding gain		23,415			540,140
Accumulated Other Comprehensive<br> Income, end of year	$	331,541		$	308,126
Total Equity,<br> beginning of year	$	304,133,441		$	277,130,547
Unrealized holding gain		23,415			540,140
Member's capital contribution		--			5,560,000
Distributions to stockholder and member		(22,248,677	)		(46,261,478	)
Net income		59,130,602			67,164,232
Total Equity,<br> end of year	$	341,038,781		$	304,133,441

The accompanying notesare an integral part of these combined financial statements.

THE HERB CHAMBERS COMPANIES

COMBINED STATEMENTS OFCASH FLOWS

FORTHE YEARS ENDED DECEMBER 31, 2024 AND 2023

	2024			2023
Cash Flows from Operating Activities
Net income	$	59,130,602		$	67,164,232
Adjustments to reconcile net income to net cash used by operations:
Depreciation expense		8,326,722			7,328,638
Amortization of right of use assets		37,807,658			36,944,643
Allowance for credit losses (recovery)		(129,578	)		564,159
Provision for chargebacks		417,000			2,197,000
(Gain) loss on disposal of property and equipment, net		(9,342	)		498
Gain on sale of franchise		(13,204,798	)		--
Investment income, net		(4,923,317	)		(5,029,779	)
Changes in operating assets and liabilities:
Accounts receivable		8,950,380			(22,792,072	)
Inventories		(62,110,886	)		(138,983,979	)
Due from related parties		(398,879	)		--
Prepaid taxes and expenses		(575,065	)		(929,947	)
Accounts payable and other accrued expenses		4,455,462			2,228,602
Income taxes payable		(717,459	)		(2,376,581	)
Repayments on operating lease liabilities		(38,093,524	)		(37,208,245	)
Insurance loss fund		115,125			(565,141	)
Net Cash Used in by Operating Activities		(959,899	)		(91,457,972	)
Cash Flows from Investing Activities
Purchases of property and equipment		(4,486,651	)		(8,849,238	)
Proceeds from sales of property and equipment		9,342			--
Increase in investment in partnerships		(64,951	)		(62,774	)
Net Cash Used in Investing Activities		(4,542,260	)		(8,912,012	)

The accompanying notesare an integral part of these combined financial statements.

THE HERB CHAMBERS COMPANIES

COMBINED STATEMENTS OFCASH FLOWS

FORTHE YEARS ENDED DECEMBER 31, 2024 AND 2023

	2024			2023
Cash Flows from Financing Activities
Net advances on floorplan notes payable		49,299,481			143,403,436
Net repayments on due to/from owner		(25,365,085	)		(23,359,181	)
Repayments on finance lease liability		(404,610	)		(325,377	)
Member's capital contributions		--			5,560,000
Distributions paid to stockholder and member		(22,248,677	)		(46,261,478	)
Net Cash Provided by Financing Activities		1,281,109			79,017,400
Net Decrease in Cash		(4,221,050	)		(21,352,584	)
Cash,<br> Beginning of year		84,973,670			106,326,254
Cash,<br> End of year	$	80,752,620		$	84,973,670

Supplementary Disclosures (Note 12)

The accompanyingnotes are an integral part of these combined financial statements.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FORTHE YEARS ENDED DECEMBER 31, 2024 AND 2023

Note 1- Summary of Significant Accounting Policies

Business OperationsAnd Principles of Combination

The Herb Chambers Companies’ (the Group) combined operations consist of sales of new and used vehicles, finance, warranty and insurance products, service, collision repairs, and parts in the New England area. The Group’s trade receivables are due primarily from retail customers. In addition, the majority of the vehicle and contract receivables are due from manufacturers’ financing subsidiaries and financial institutions relating to sales of new and used vehicles with the balance due from various wholesale customers. The Group purchases vehicles, parts and supplies from the manufacturers and participates in incentive programs. These transactions result in both a receivable from and payable to the manufacturers.

The Group includes Jennings Road Management Corp. (JRM), established to provide management, insurance, and other related services to the Herb Chambers automobile dealerships and other entities owned by Herbert G. Chambers. The Group also includes HGC Holdings, LLC, established to hold investments and provide liquidity financing to the Herb Chambers dealerships.

The combined financial statements of the Group are prepared in conformity with accounting principles generally accepted in the U.S. (GAAP) and all the intercompany balances and transactions have been eliminated in the combined statements. These entities are owned by Herbert G. Chambers. These entities include:

Entity	Authorized Dealer
Herb Chambers Route 1, Inc.	Lexus
Herb Chambers I-93, Inc.	Mercedes-Benz, AMG and Commercial Vans
Herb Chambers Commonwealth Avenue, Inc.	Porsche
Silver Star, Inc.	Mercedes-Benz, AMG and Commercial Vans
Herb Chambers 1172, Inc.	BMW and Mini
Herb Chambers Cambridge Street, Inc.	Audi
Herb Chambers Cadillac, Inc.	Cadillac, Maserati and Alfa Romeo
Herb Chambers 1186, Inc.	Honda
Herb Chambers 128, Inc.	Honda
Herb Chambers 44, Inc.	Honda
Herb Chambers Route 9, Inc.	Honda
Herb Chambers of Brookline, Inc.	Audi
Herb Chambers I-95, Inc.	Chrysler, Jeep, Dodge, Ram and Fiat
Herb Chambers of Millbury, Inc.	Chrysler, Jeep, Dodge, Ram and Fiat
Herb Chambers of Auburn, Inc.	Toyota, Hyundai and Genesis
Herb Chambers 1168, Inc.	Toyota

THEHERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FORTHE YEARS ENDED DECEMBER 31, 2024 AND 2023

Note 1 - Summary of SignificantAccounting Policies (Continued)

Business OperationsAnd Principles of Combination (Continued)

Entity	Authorized Dealer
Dave<br> Dinger Ford, Inc.	Ford
Herb Chambers of Westborough,<br> Inc.	Ford
Herb Chambers of Andover<br> Street, Inc.	Chevrolet
Herb Chambers Boston Post<br> Road, Inc.	BMW
Herb Chambers of Wayland,<br> Inc.	Bentley, Rolls Royce,<br> Lamborghini, Alfa Romeo and Maserati
Herb Chambers of Natick,<br> Inc.	Mercedes-Benz, Commercial<br> Vans and AMG
Herb Chambers of Sudbury,<br> Inc.	Land Rover
Herb Chambers 75 Otis Street,<br> Inc.	Infiniti
Herb Chambers of Burlington,<br> Inc.	Kia
Herb Chambers 22 Brighton<br> Ave, Inc.	Vespa & Genuine Scooters
Herb Chambers 1188, Inc.	Land Rover and Jaguar
Herb Chambers of Millbury<br> II, Inc.	Alfa Romeo and Maserati
Herb Chambers 395 Broadway,<br> Inc.	Cadillac
Herb Chambers Boston Turnpike,<br> Inc.	Volvo
Herb Chambers of Norwood,<br> Inc.	Lincoln
Herb Chambers 62 Cambridge,<br> Inc.	Porsche
Jennings Road Management<br> Corp.	Corporate management, insurance<br> and other related services
HGC Holdings, LLC	Liquidity financing and investing

Effective April 1, 2023, Herb Chambers of Sudbury, Inc. relinquished its Jaguar franchise to the manufacturer for financial considerations and additional Land Rover inventory. Herb Chambers of Sudbury, Inc. remains an authorized Jaguar service center and the ability to sell certified pre-owned Jaguar inventory. In December 2024, the Group sold one of its Honda franchises and assets related to the operations of Herb Chambers Route 9, Inc.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FORTHE YEARS ENDED DECEMBER 31, 2024 AND 2023

Note 1 - Summary of SignificantAccounting Policies (Continued)

Revenue Recognition

The Group recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, “Revenue from Contracts with Customers”, which provides a five-step model for recognizing revenue with customers as follows:

1.	Identify<br> the contract with a customer
2.	Identify<br> the performance obligations in the contract(s)
3.	Determine<br> the transaction price
4.	Allocate<br> the transaction price to the performance obligations in the contract
5.	Recognize<br> revenue when or as performance obligations are satisfied

In the following table of sales, cost of sales and gross profit are disaggregated by major lines of goods and services.

	2024		2023
Sales
New vehicle	$	1,678,511,813	$	1,610,418,509
Used vehicle - retail		784,756,025		769,048,623
Used vehicle - wholesale		168,231,489		160,636,732
Service, parts and body		441,738,139		425,192,495
Finance and insurance		123,219,354		121,586,632
Total sales	$	3,196,456,820	$	3,086,882,991
Cost of Sales
New vehicle		1,519,490,528		1,416,719,978
Used vehicle - retail		714,010,913		693,272,613
Used vehicle - wholesale		168,192,220		159,707,887
Service, parts and body		244,587,885		235,623,339
Total cost of sales	$	2,646,281,546	$	2,505,323,817
Gross Profit
New vehicle		159,021,285		193,698,531
Used vehicle - retail		70,745,112		75,776,010
Used vehicle - wholesale		39,269		928,845
Service, parts and body		197,150,254		189,569,156
Finance and insurance		123,219,354		121,586,632
Total gross profit	$	550,175,274	$	581,559,174

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FORTHE YEARS ENDED DECEMBER 31, 2024 AND 2023

Note 1 - Summary of Significant Accounting Policies (Continued)

Revenue Recognition(Continued)

The following describes the major product lines, which represent the disaggregation of revenue to transactions that are similar in nature, amount, timing, uncertainties and economic factors.

NewRetail Vehicle and Used Retail Vehicle Sales - Revenue from the retail sale of a vehicle is recognized at a point in time, as all performance obligations are satisfied when a contract is signed by the customer, financing has been arranged or collectability is probable and the control of the vehicle is transferred to the customer. The transaction price for a retail vehicle sale is specified in the contract with the customer and includes all cash and non-cash consideration. In a retail vehicle sale, customers often trade in their current vehicle. The trade-in is measured at its stand-alone selling price in the contract, utilizing various third-party pricing sources. There are no other non-cash forms of consideration related to retail sales. All vehicle rebates are applied to the vehicle purchase price at the time of the sale and are therefore incorporated into the price of the contract at the time of the exchange.

UsedVehicle Wholesale Sales - When the Group uses a third-party auction to facilitate the sale of used vehicles, the Group has determined that the auction acts as an agent under the agreement. Therefore, the Group recognizes revenues and cost of sales on a gross basis upon delivery of the vehicle to the customer, which is the point at which transfer of control occurs and when the performance obligation is satisfied. The transaction price for wholesale vehicle sales is established by the winning bid under the auction process and is generally settled within 7 days of the satisfaction of the performance obligation.

Service,Body and Parts Sales - Revenue from service, body and parts sales is recognized upon the transfer of control of the parts or service to the customer. The Group allows for customer returns on sales of certain parts inventory up to 7 days after the sale and are subject to a 20% handling charge.

Financeand Insurance Sales, net - Revenue from finance and insurance sales is recognized, net of estimated charge-backs, at the time of the sale of the related vehicle. As a part of the vehicle sale, we seek to arrange financing for customers and sell a variety of add-ons, such as extended warranty service contracts. These products are inherently attached to the governing vehicle and performance of the obligation cannot be performed without the underlying sale of the vehicle. The Group acts as an agent in the sale of these contracts as the pricing is set by the third-party provider, and our commission is preset. A portion of the transaction price related to sales of finance and insurance contracts is considered variable consideration and is estimated and recognized upon the sale of the contract under the standard.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 1 - Summary of Significant Accounting Policies (Continued)

Revenue recognition(Continued)

The Group may be charged back in the future for commissions received on F&I contracts in the event of early termination by the customer. A reserve for future amounts estimated to be charged back, representing variable consideration, is recorded as a reduction to finance and insurance, net in the combined statements of operations. The reserve is estimated based on the Group’s historical chargeback results and the termination provisions of the applicable contracts, and was $8,387,000 and $7,629,000 at December 31, 2024 and 2023, respectively and is recorded in accounts payable and other accrued expenses in the accompanying combined balance sheets.

OtherIncome, net - Other income includes third party service contracts for which the Group receives a commission, documentation fees for processing paperwork as well as revenue from manufacturer programs that are recorded in the period earned. Provisions for rebates to customers, estimated allowances, and other adjustments are provided for in the same period the related sales are recorded.

Concentration of creditrisk

Financial instruments that potentially subject the Group to concentration of credit risk consist primarily of cash and accounts receivable. The Group maintains its cash in bank deposits at financial institutions with high credit standing. The balances, at times, may exceed federally insured limits. Accounts receivables are typically short-term, and all probable credit losses have been considered in the establishment of the allowance for credit losses. Periodically, the Group reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have failed. The Group typically does not charge interest on past due receivables. The Group has recorded an allowance associated with the various receivables (see Note 4).

Investments

The Group has investments classified as available-for-sale. Available-for-sale investments are those which the Group may decide to sell if needed for liquidity, asset liability management, or other reasons. Available-for-sale securities are reported at fair value, with unrealized gains or losses included as a separate component of equity and net income and comprehensive income.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 1 - Summary of Significant Accounting Policies (Continued)

Inventories

New vehicles are stated at a specific cost determined by the last-in first-out (LIFO) method of valuation. Used vehicles are valued at the lower of cost or net realize value. Net realizable value is considered to be the lower of wholesale “as is” value, determined by the current used vehicle guidebook, less estimated recondition cost, or the estimated current wholesale market value of the unit as determined by management on specific unit basis. Loaner and rental vehicles and the related liability are recorded at cost at the time the vehicles are placed in service. The Group receives loaner assistance money from the manufacturer which is applied against recorded cost and the Group makes market value adjustments to these vehicles. Parts and accessories are generally stated at the current manufactures’ catalog prices, which approximate cost determined on the first-in, first out or specific identification basis.

Property And Equipment

Property and equipment is stated at cost, or fair value for assets acquired in a business combination, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expenses in the period incurred. Depreciation is provided primarily by use of straight-line methods over the estimated useful lives of the assets, which range from five to thirty-nine years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvement. When property and equipment are retired or otherwise disposed of, the appropriate accounts are relieved of cost and accumulated depreciation, and any resulting gain or loss is recognized.

The Group reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. No impairment losses were recognized for the years ended December 31, 2024 and 2023.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 1 - Summary of Significant Accounting Policies (Continued)

Goodwill

Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired assets and assumed liabilities. In accordance with GAAP, goodwill is not amortized. Goodwill is assessed at least annually for impairment, and any such impairment will be recognized in the period it is identified. Factors considered by the Group in performing this review, include current operating income, trends, fair value of reporting units, and other economic factors.

For the years ended December 31, 2024 and 2023, the Group had positive equity and the Group elected to perform a qualitative assessment to determine if it was more likely than not that the fair value of the reporting unit exceeded its carrying value, including goodwill. The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment for the operations. In relation to the sale of Herb Chambers Route 9, Inc., the Group recorded an impairment loss during the year ended December 31, 2024 for the remaining goodwill of $2,942,017, included in gain from sale of franchise in the accompanying combined statements of operations and comprehensive income.

Insurance Program

The Group administers self-insured programs for the workers’ compensation and property and casualty insurance coverage for the dealerships owned by Herbert G. Chambers. As part of these programs, the Group collects from the dealerships base premiums and loss payments. The payment of claims is administered by third party service providers. Since the Group is not an insurance company, it accounts for these payments, net of related premiums and insurance claims paid, on the combined balance sheets as an insurance loss fund liability (see Note 10).

Comprehensive Income

Comprehensive income consists of net income and other gains and losses affecting equity that, under GAAP, are excluded from net income. For the Group, such items consist of unrealized gains and losses on marketable fixed income securities classified as available-for-sale.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 1 - Summary of Significant Accounting Policies (Continued)

Advertising

The Group expenses advertising costs as incurred. The Group receives advertising assistance from the manufacturers, which is treated as a reduction of advertising expenses. Advertising costs for the years ended December 31, 2024 and 2023, net of assistance, were approximately $19,541,000 and $14,300,000, respectively.

Income Taxes

The owner has elected, for federal income tax purposes, to have the underlying companies taxed as small business corporations (S Corporations) and a limited liability company (LLC) treated as a partnership. These elections provide for the net income or loss of the entities to be reported on the owner’s personal federal and state income tax returns.

The Group follows guidance issued by the Financial Accounting Standards Board (FASB) with respect to accounting for uncertainty in income taxes. A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more-likely-than-not test, no tax benefit is recorded.

Due to its pass-through status, the Group is not subject to U.S. federal income tax. The Group does not have any unrecognized tax benefits and does not expect that to significantly change in the next 12 months.

Under the Massachusetts corporate tax reform provisions, unitary combining reporting is required for multi-state corporations. Under the definitions, the Group and other related party entities are considered a unitary business, under common ownership and part of a combined group for purposes of filing a combined tax return in Massachusetts. In September 2021, Massachusetts legislature enacted an elective pass-through entity excise tax. Under the legislation, for tax years beginning on or after January 1, 2021, entities taxed as “S” corporations and partnerships may elect annually to be subject to the pass-through entity excise at a rate of 5%. No provision is made for deferred state income tax in these combined financial statements due to its immateriality.

Herb Chambers Cadillac, Inc. is a Rhode Island entity and pays no state tax on its income and receives no benefit from its losses, if any, in accordance with the current state tax laws. In lieu of State of Rhode Island corporate income taxes, the owner is taxed on this entity’s taxable income. JRM also has Rhode Island return filing requirements, and in lieu of corporate income tax, the owner is taxed on this entity’s taxable income.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 1 - Summary of Significant Accounting Policies (Continued)

Income Taxes (Continued)

JRM and HGC Holdings, LLC are Connecticut entities and pay no state tax on income and receive no benefit from losses, if any, in that state, in accordance with current state tax laws. In lieu of State of Connecticut income taxes, the Group’s owner is taxed on the Group’s taxable income. During the years ended December 31, 2024 and 2023, state temporary differences were immaterial and, accordingly, no deferred state tax provision for income taxes is reflected in the accompanying combined financial statements.

JRM and all other entities included in this combined financial statement, other than Herb Chambers Cadillac, Inc. and HGC Holdings, LLC are taxed at the corporate level for Massachusetts state income tax purposes in accordance with current state tax laws. State income tax expense for the years ended December 31, 2024 and 2023 was approximately $8,932,000 and $6,143,000, respectively, and is included in operating expenses in the accompanying combined statements of operations and comprehensive income.

Accounting For UncertaintyIn Income Taxes

The Group evaluates all significant tax positions as required by GAAP. As of December 31, 2024, the Group does not believe that it has taken any positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next year. The Group files federal, Massachusetts, Connecticut and Rhode Island income tax returns, which represent the major tax jurisdictions of the Group.

Delivery Cost

The Group’s policy is to expense delivery cost in excess of manufactures’ reimbursements as operating expenses.

Sales Taxes CollectedAnd Remitted To Governmental Authorities

The Group collects sales tax from customers in various state and local taxing jurisdictions and remits these amounts monthly to applicable taxing authorities. These amounts are excluded from net sales.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 1 - Summary of Significant Accounting Policies (Continued)

Basis of AccountingAnd Use Of Estimates

The accompanying combined financial statements have been prepared in conformity with GAAP following the accrual basis of accounting. The preparation of combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include used vehicle lower of cost or net realizable value, useful lives of property and equipment, estimated value of goodwill, allowance for credit losses, unearned prepaid maintenance revenue, self-insurance reserves, and the provision for chargebacks. It is reasonably possible that these estimates may change and the effect may be material.

Major Suppliers AndDealership Agreements

The Group enters into dealership agreements with the manufacturers. These agreements permit the Group to stock, sell and service vehicles and products of the manufacturers and use of the manufacturers’ name and trade symbols. These transactions result in both a receivable from and payable to the manufacturers. The Group’s sales could be impacted by the manufacturers’ inability or unwillingness to supply the Group with an adequate number or mix of vehicles.

The dealership agreements generally limit the location of the dealership and give the manufacturer rights to approve changes in the dealership ownership. The manufacturer is entitled to terminate the dealership agreement if the Group is in breach of its terms.

Leases

Right of use assets represent the Group’s right to use an underlying asset for the lease term and operating lease liabilities represent the Group’s obligation to make lease payments arising from the lease. Right of use assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

If the lease does not provide an implicit rate, an incremental borrowing rate based on the information available at the lease commencement date is used in determining the present value of lease payments. The incremental borrowing rate for operating leases that commenced in the period is determined by using the Group’s incremental borrowing rates.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 1 - Summary of Significant Accounting Policies (Continued)

Leases (Continued)

The Group has elected not to recognize a right of use asset and operating lease liability for leases with an initial term of twelve months or less as well as any lease covering immaterial assets. Lease expense is recognized for these leases on a straight-line basis over the lease term. Variable lease payments that are dependent on usage, output, or may vary for other reasons, are excluded from lease payments in the measurement of the right of use asset and operating lease liability, and accordingly are recognized as lease expense in the period the obligation for those payments is incurred. For lease agreements entered into or reassessed after the adoption of Topic 842, lease and non-lease components are combined.

Certain leases include renewal and/or termination options, with renewal terms that can extend the lease term from one to five years, and the exercise of lease renewal options under these leases is at the Group’s sole discretion. These options are included in the lease term used to determine right-of-use assets and corresponding liabilities when it is reasonably certain the Group will exercise the option. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Reclassifications

Certain amounts in the 2023 combined financial statements have been reclassified to the 2024 presentation. These reclassifications have no effect on previously reported net income.

Subsequent Events

In preparing these combined financial statements, the Group has evaluated events and transactions for potential recognition or disclosure through April 9, 2025, the date the combined financial statements were available to be issued.

Note 2 - Investments

Investments consist mainly of money market instruments, publicly traded fixed income, equity and other investment securities and are classified as available-for-sale because they can be sold at any time. Cost is determined by the specific identification method. Unrealized gains and losses on marketable equity and other investment securities are included in net income. Unrealized gains and losses on marketable fixed income securities are included in other comprehensive income.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 2 – Investments (Continued)

Investments classified as available-for-sale consisted of the following at December 31, 2024:

	Investments		Gross		Gross			Investments
	at		unrealized		unrealized			at fair
	Cost		gains		losses			value
Money market funds	$	2,636,404	$	2,490	$	--		$	2,638,894
Marketable fixed income securities		40,461,520		448,545		(164,228	)		40,745,837
Marketable equity securities		21,799,311		9,326,009		(134,983	)		30,990,337
Other investment securites		134,089		52,064		(5,060	)		181,093
Total	$	65,031,324	$	9,829,108	$	(304,271	)	$	74,556,161

Investments classified as available-for-sale consisted of the following at December 31, 2023:

	Investments		Gross		Gross			Investments
	at		unrealized		unrealized			at fair
	Cost		gains		losses			value
Money market funds	$	3,912,630	$	3,395	$	--		$	3,916,025
Marketable fixed income securities		37,568,823		443,514		(153,953	)		37,858,384
Marketable equity securities		20,778,755		6,970,679		(65,931	)		27,683,503
Other investment securites		134,299		23,033		(5,816	)		151,516
Total	$	62,394,507	$	7,440,621	$	(225,700	)	$	69,609,428

Contractual maturities of available-for-sale debt securities at December 31, 2024, are as follows:

			Estimated
	Cost		Fair Value
Due in one year or less	$	6,754,707	$	6,297,118
Due in 1–2 years		6,267,335		6,336,915
Due in 2–5 years		10,064,073		9,427,390
Due after 5 years		3,276,323		3,971,184
Bond funds with varying maturities		14,099,082		14,713,230
Total investments with contractual maturities	$	40,461,520	$	40,745,837

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 2 – Investments (Continued)

Proceeds and net investment income consisted of the following for the years ended December 31, 2024 and 2023:

	2024			2023
Gross proceeds	$	20,429,049		$	32,759,203
Gross realized gains	$	1,305,105		$	523,844
Gross realized losses		(29,685	)		(44,000	)
Net unrealized gain		2,292,869			3,404,440
Interest income		1,305,432			1,651,830
Dividend income		949,347			422,399
Amortization of bonds		(573,700	)		(650,224	)
Agency expense		(326,051	)		(278,510	)
Investment income	$	4,923,317		$	5,029,779

Note 3 - Fair Value

GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the Group’s principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

A fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. The fair values of money market funds and marketable equity securities that are readily marketable are determined by obtaining quoted prices on nationally recognized securities exchanges.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 3 - Fair Value (Continued)

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. The fair values of certificates of deposit are determined through inquiries of the financial institutions from which they originated. The fair values are typically the original principal balance plus accrued interest earned with no discounts for credit quality or liquidity determined to be applicable (market approach valuations technique). The fair values of the Group’s marketable fixed income securities and other investments are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (market approach valuation technique).

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The Group has no Level 3 financial instruments at December 31, 2024 and 2023.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of observable inputs. There have been no changes in the methodologies used at December 31, 2024 and 2023.

Investments measured at fair value on a recurring basis are summarized below:

	Fair Value Measurements at December 31, 2024
	Level 1		Level 2		Level 3		Total
Investments:
Money market funds	$	2,638,894	$	--	$	--	$	2,638,894
Marketable fixed income securities		--		40,745,837		--		40,745,837
Marketable equity securities		30,990,337		--		--		30,990,337
Other investment securities		--		181,093		--		181,093
Total investments	$	33,629,231	$	40,926,930	$	--	$	74,556,161

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note3 - Fair Value (Continued)

	Fair Value Measurements at December 31, 2023
	Level 1		Level 2		Level 3		Total
Investments:
Money market funds	$	3,916,025	$	--	$	--	$	3,916,025
Marketable fixed income securities		--		37,858,384		--		37,858,384
Marketable equity securities		27,683,503		--		--		27,683,503
Other investment securities		--		151,516		--		151,516
Total investments	$	31,599,528	$	38,009,900	$	--	$	69,609,428

Note 4 - Accounts Receivable

The Group adopted the provisions of ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) on January 1, 2023 and, accordingly, measures credit losses on receivables using an expected loss model. The adoption of ASU 2016-13 did not have a material impact on the combined financial statements and related disclosures.

Accounts receivable classifications include the following:

·	Vehicles<br> and contracts in transit receivables primarily represent receivables from financial institutions<br> for the portion of the vehicle sales price financed by the customer.
·	Service<br> and parts receivables are comprised of amounts due from customers.
---	---
·	Factory,<br> finance and other receivables represent amounts due from manufactures, including holdbacks,<br> rebates, incentives, warranty claims and commissions on the sale of finance and insurance<br> products.
---	---

The Group performs ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for accounts receivable arising in the normal course of business. Allowances for potential credit losses are determined by considering the financial condition of customers and other economic factors affecting customers, the Group, and their industries.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 4 - Accounts Receivable (Continued)

Accounts receivable consisted of the following at December 31, 2024 and 2023:

	2024		2023
Vehicles and contracts in transit	$	43,020,824	$	56,641,276
Service and parts		2,132,907		3,200,718
Factory, finance and other		28,642,496		22,904,613
		73,796,227		82,746,607
Less: allowance for credit losses		881,912		1,011,490
Total accounts receivable, net	$	72,914,315	$	81,735,117

A roll forward of the allowance for credit losses is as follows at December 31, 2024 and 2023:

	2024			2023
Allowance for credit losses, beginning	$	(1,011,490	)	$	(447,331	)
Provision for credit losses (recovery)		97,734			(550,052	)
Write-offs (recovery)		31,844			(14,107	)
Allowance for credit losses, ending	$	(881,912	)	$	(1,011,490	)

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 5 - Inventories And FloorplanNotes Payable

Inventories consisted of the following at December 31, 2024 and 2023:

	2024		2023
New vehicles	$	319,130,133	$	266,918,444
Used vehicles		108,802,503		108,723,142
Lease and rental vehicles		53,902,855		46,566,528
Parts, shop and materials		20,588,133		18,896,202
		502,423,624		441,104,316
Less: LIFO reserves		29,956,937		27,667,055
Total inventories, net	$	472,466,687	$	413,437,261

Inventories

If the first-in, first-out (FIFO) method of inventory valuation on new vehicles had been used, inventory would have been higher by approximately $30,000,000 and $27,700,000 at December 31, 2024 and 2023, respectively, and net income would have increased by approximately $2,300,000 and $2,200,000 for the years ended December 31, 2024 and 2023, respectively.

Floorplan Notes Payable

The Group has floorplan agreements with Bank of America, N.A., Mercedes-Benz Financial Services USA LLC, Toyota Motor Credit Corporation, Ford Motor Credit Company, and Wells Fargo Bank, N.A. for new, used, lease and rental vehicle financing. The notes are collateralized by all of the business assets of the respective dealerships, all of the products and proceeds thereof. The Mercedes-Benz Financial Services USA LLC, Toyota Motor Credit Corporation, Ford Motor Credit Company, and Wells Fargo Bank, N.A. have the personal guarantee of the Group’s owner. The notes are due when the vehicles are sold. Floorplan notes payable on vehicles have variable interest rates. four agreements with interest based on SOFR rates (4.60% and 5.38% at December 31, 2024 and 2023, respectively) plus 1.0% to 1.7% and one floorplan agreement with interest based on the prime rate (7.5% to 8.50% at December 31, 2024 and 2023, respectively) plus 1.50%. Prior to February 14, 2024, the Group had one floorplan agreement based on BSBY plus 1.00%, which was converted to SOFR rate plus 1.0%.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 5 - Inventories And FloorplanNotes Payable (Continued)

FloorplanNotes Payable (Continued)

The floorplan notes payable agreement with one of the banks is cross-defaulted with other loans from the bank to other entities of the Group and to related real estate entities that are 100% owned by the owner of the Group. These floorplan agreements are guaranteed by the members of the Group and the owner of the Group. The loan agreement contains various financial covenants. At December 31, 2024, the Group was in compliance with the financial covenants.

The Group also has loaner and rental vehicle notes payable agreements with BMW North America, Inc. (BMW) and Porsche Financial Services, Inc. for loaner and rental vehicle financing for certain dealerships. The BMW loaner and rental vehicle notes payable agreement has variable interest rates determined monthly based on the prime rate (7.5% and 8.5% at December 31, 2024 and 2023, respectively) less .25%. Lease and rental vehicle notes payable are collateralized by specific vehicles.

At December 31, 2024 and 2023, the Group had a maximum credit available under the various vehicle financing agreements of $533,410,000 and $545,910,000, of which $453,101,482 and $403,802,001, respectively, was outstanding. Financing sources provide temporary increases to accommodate fluctuations in units being delivered from the manufacturer.

Total interest expense on floorplan notes payable amounted to approximately $22,529,000 and $15,130,000 for the years ended December 31, 2024 and 2023, respectively.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 6 - Net Property And Equipment

Net property and equipment consisted of the following at December 31, 2024 and 2023:

	2024		2023
Buildings and improvements	$	10,847,135	$	9,748,989
Leasehold improvements		2,413,338		2,173,133
Furniture and fixtures		36,652,734		34,881,132
Machinery and equipment		23,119,791		21,802,819
Company vehicles		9,473,786		8,599,529
Parts and service equipment		9,488,515		8,915,639
Finance leases of buildings		4,382,518		4,382,518
		96,377,817		90,503,759
Less: accumulated depreciation		74,697,312		68,901,948
Net property and equipment	$	21,680,505	$	21,601,811

Depreciation and amortization expense for the years ended December 31, 2024 and 2023 was $8,326,722 and $7,328,638, respectively.

Note 7 - Accounts Payable And OtherAccrued Expenses

Accounts payable and other accrued expenses consisted of the following at December 31, 2024 and 2023:

	2024		2023
Accounts payable	$	27,981,355	$	20,530,703
Accrued payroll and payroll taxes		6,804,415		6,419,523
Accrued profit sharing		821,071		772,266
Provision for chargebacks		8,046,000		7,629,000
Interest payable		1,537,378		1,524,803
Customer deposits		10,429,736		13,656,271
Other accrued liabilities and current liabilities		6,868,303		7,081,783
Total accounts payable and other accrued expenses	$	62,488,258	$	57,614,349

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 8 - Lines Of Credit

The Group has a $7,000,000 revolving line of credit with Toyota Motor Credit Corporation. The credit facility expires on May 31, 2026, with interest payable at Prime minus .49%. The Group has a $10,000,000 revolving credit facility with Bank of America, N.A. The credit facility expires on October 31, 2025, with interest payable at SOFR plus 1.50%. The Group has a $ 5,000,000 revolving credit facility with Wells Fargo Bank, N.A. The credit facility expires on August 31, 2025, with interest payable at SOFR plus 1.10%. The above lines of credit are guaranteed by various dealerships who are included in the respective bank’s floorplan notes payable agreements.

The Group has an additional $10,000,000 line of credit with Wells Fargo Bank, N.A. The credit facility expires on August 31, 2025, with interest payable at SOFR plus 1.25%. The line of credit is guaranteed by two operating entities in the Group, together with the owner.

No borrowings under the lines of credits were outstanding at December 31, 2024 and 2023.

Note 9 - Leases

Right Of Use AssetsAnd Operating Lease Liabilities

The Group leases land and facilities related to dealership operations. The property leases are generally from affiliated companies related by common ownership and management for an initial period of 5 years and are typically structured to include renewal options. The Group has included renewal options that they are reasonably certain to exercise in the measurement of lease liabilities and right-of-use assets. The Group also has leases for various storage and parking locations. Leases expire on various dates through September 2034.

The carrying amount of right of use assets and accumulated amortization as of December 31, 2024 and 2023 are as follows:

	2024		2023
Facilities	$	316,753,545	$	325,880,812
Parking and storage		11,887,953		11,887,953
		328,641,498		337,768,765
Less: accumulated amortization		106,962,766		71,625,337
Right of use assets, net	$	221,678,732	$	266,143,428

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 9 – Leases (Continued)

Right Of Use AssetsAnd Operating Lease Liabilities (Continued)

The right-of-use assets are amortized over the lease terms of the underlying assets which range from one to twelve years, on a straight-line basis. The weighted-average remaining lease term in years for operating leases is 5.91 and the weighted-average discount rate for operating leases is 5.55%. Amortization expense recognized for the years ended December 31, 2024 and 2023 was $37,807,658 and $36,944,643, respectively.

Operating lease liabilities are recognized initially at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of January 1, 2022 for existing leases at adoption and for new leases after adoptions, the discounted rate based on the new terms of the new lease.

Operating lease liabilities at December 31, 2024 and 2023, are as follows:

	2024		2023
Current portion	$	43,749,071	$	39,434,405
Non-current portion		177,830,540		226,895,768
Operating lease liabilities	$	221,579,611	$	266,330,173

Aggregate future minimum lease maturities under these leases at December 31, 2024 are as follows:

Year ending December 31,
2024	$	51,262,746
2025		50,582,519
2026		47,001,519
2027		34,405,019
2028		23,896,549
Thereafter		52,195,684
Total		259,344,036
Less: amount representing interest		37,764,425
Present value of future minimum lease payments	$	221,579,611

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 9 – Leases (Continued)

Right Of Use AssetsAnd Operating Lease Liabilities (Continued)

The components of operating lease expense for the years ended December 31, 2024 and 2023 included in operating expenses on the accompanying combined statements of operations and comprehensive income is approximately as follows:

	2024			2023
Operating lease costs	$	59,821,000		$	56,808,000
Short-term lease costs		1,288,000			801,000
Sublease income		(36,000	)		(37,000	)
Total lease costs	$	61,073,000		$	57,572,000

The Group subleases portions of its facilities to companies related by common ownership and management as a tenant-at-will. Short-term leases mainly consist of month-to-month leases with unrelated parties for vehicle storage facilities and additional parking.

Financing Lease

The Group has a finance lease for the use of a building located next to one of the dealerships expiring in January 2029, with a five-year renewal option. The lease includes monthly payments of $ 38,446 through January 2024 and monthly payments of $43,831 thereafter. The asset and liability under the financing lease are recorded at the present value of the minimum lease payments. The financing lease asset has been included in net property and equipment at $4,382,518 at December 31, 2024 and 2023. The asset is depreciated over its estimated productive life. Accumulated depreciation for the financing lease asset was $1,856,124 and $1,237,416 at December 31, 2024 and 2023, respectively, and depreciation expense was $618,708 for the years ended December 31, 2024 and 2023. The remaining principal balance of $1,928,496 and $2,333,106 at December 31, 2024 and 2023, respectively, is recorded as financing lease liability, net of $433,122 and $404,611, respectively, which is included in current portion of finance lease liability in the accompanying combined balance sheets.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 9 – Leases (Continued)

Financing Lease (Continued)

The following is a schedule of the future minimum lease payments under the finance lease and the present value of the net minimum lease payments at December 31, 2024:

For the Year Ending December 31,
2025	$	525,968
2026		525,968
2027		525,968
2028		525,968
2029		43,830
		2,147,702
Less: amount representing interest		219,206
Total principal payments	$	1,928,496

Note 10 - Related Party Transactions

Management Agreements

JRM has management agreements with the dealerships owned by Herbert G. Chambers. The agreements are for a one-year term and automatically renew for successive one-year terms unless terminated in advance by the owner. Under these agreements, JRM collects an annual management fee.

The agreements require the dealerships to pay between $35,000 and $58,300 per month. The agreements include services relating to accounting, advertising, banking, controller, data processing and management information service, internet service, employee benefits, financing, factory relationships, human resource, insurance, internal audit, legal, marketing, operations, tax, training and used car management. In addition to the monthly management fees, certain dealerships pay an annual management fee that is computed at year end based on a formula which takes into account income earned by the certain dealerships and a return of invested equity in those dealerships. The proceeds of the annual management fee are used by JRM in calculation and payment of the consulting fee paid to Chambers Consulting Corp., as noted below.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 10 - Related Party Transactions(Continued)

Management Agreements(Continued)

For the years ended December 31, 2024 and 2023, management fees totaling $100,625,400 and $154,691,000, respectively, are eliminated from sales and operating expenses and have no effect on reported net income on the accompanying combined statements of operations and comprehensive income.

Consulting Agreement

The Group has an annual consulting agreement with Chambers Consulting Corp., a company related through common ownership. The annual fee is to be computed at year end based on a formula which takes into account total fees earned by The Herb Chambers Companies less direct expenses and overhead and profit for services not provided by the Group. The consulting agreement includes services relating to banking, financing, factory relationships, human resources, legal, marketing, tax, strategic planning, and acquisition planning. Total consulting fees for the years ended December 31, 2024 and 2023 are $60,350,000 and $101,450,000, respectively, and are included in operating expenses on the accompanying combined statements of operations and comprehensive income.

Due From (To) Owner

At December 31, 2024 and 2023, the Group had amounts due to or from the owner. These amounts represent unsecured net non-interest bearing advances and borrowings with no specified maturity date. As of December 31, 2024 and 2023, the net combined balance due from owner was $104,936,943 and $64,260,902, respectively, and is classified as an other asset on the accompanying combined balance sheets.

Insurance Program

The Group administers high deductible programs for the workers’ compensation and property and casualty insurance coverage for the dealerships. The policies, which renew annually on October 1, have deductibles ranging from $5,000 to $350,000; premiums cover all claims over the deductibles. At December 31, 2024 and 2023, a $246,000 escrow funded by the Group to pay claims is included in other assets on the accompanying combined balance sheets. The dealerships make payments to JRM to create an insurance loss fund which will be used to replenish the escrow as claims within the deductible amount are paid. Since the Group is not an insurance company, it accounts for these payments, net of related premiums and insurance claims paid, as an insurance loss fund liability with a balance of $3,780,700 and $3,665,575 at December 31, 2024 and 2023, respectively. At December 31, 2024, the insurance policies require the Group to maintain a letter of credit totaling $4,117,000.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 10 - Related Party Transactions(Continued)

Investment In Partnerships

JRM is the general partner of Avonwood Associates Limited Partnership and Geo Missy Limited Partnership. The Group has elected to account for its one percent ownership in each of the partnerships on the equity method of accounting as it believes that this method best reflects the position of the general partner. Income recorded for these partnerships for the years ended December 31, 2024 and 2023 was $64,952 and $62,774, respectively, and has been classified as other income in the combined statements of operations and comprehensive income.

Guarantee

Two operating entities in the Group, together with the owner, guarantee a $200,000,000 revolving line of credit. At December 31, 2024, the borrowing entities of the line of credit consisted of twenty-five related party real estate entities that the Group leases primary operating facilities from and are owned by the Group’s owner. The line of credit is used primarily for the purchase of operating facilities. The balance outstanding under the line of credit was $80,840,800 at December 31, 2024. The line of credit expires on September 30, 2025; however, management expects they will renew and extend the line of credit prior to September 30, 2025.

Note 11 - Retirement Plan

The Group and its affiliated organizations maintain a 401(k) plan covering all employees who have completed one year of service and attained 18 years of age. Participants may make elective deferrals from 1% to 50% of the participant’s eligible compensation, limited to a maximum annual as set periodically by the Internal Revenue Service. Participants’ contributions are matched by the Group at the rate of 50% up to 4% of the participants’ compensation. For the years ended December 31, 2024 and 2023, contributions were $2,062,153 and $2,063,055, respectively, and is included in operating expenses on the accompanying combined statements of operations and comprehensive income.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 12 - Supplemental Cash Flows

The following cash and non-cash transactions occurred during the years ended December 31, 2024 and 2023.

Supplemental disclosures of cash flow information:

	2024		2023
Cash paid during the year for:
Interest	$	22,516,460	$	14,450,710
Income taxes		7,610,501		11,557,800

Supplemental disclosures of non-cash financing and investing activities:

	2024		2023
Reinvestment of investment sales proceeds through<br> brokerage accounts	$	20,429,049	$	32,759,203
Transfer of company vehicles to used vehicle inventory		469,413		652,439
Unrealized gain in other comprehensive income		23,415		540,140
Right-of-use assets obtained in exchange for lease liabilities		--		262,629
Property and equipment purchased through due from owner		3,814,044		1,493,452
Property and equipment transferred from prepaid expenses		--		378,727
Cancellation of right-of-use asset and liabilities		6,657,038		--

Note 13 - Contingencies and Commitments

The dealerships operated by the Group sell automobiles pursuant to franchise agreements with automobile manufacturers or authorized distributors of the manufacturer. Through the terms and conditions of these franchise agreements, manufacturers can exert considerable influence over the operations of the Group’s dealerships. Each franchise agreement includes provisions for the termination or non-renewal of the manufacturer-dealer relationship for a variety of causes. Under the terms of the franchise agreements, the Group is required to maintain minimum working capital requirements and other specific financial ratios. The loss of a Group’s franchise agreement could have a material adverse effect on the Group’s business, financial condition, and results of operations.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 13 - Contingencies and Commitments(Continued)

The Group participates in numerous factory incentive and warranty programs. The Group is reimbursed for these incentive and warranty claims based on individual program guidelines and rules. Such reimbursements are subject to audit and retroactive adjustments

The Group is involved in lawsuits in the normal course of business. Management’s assessment is that none of these matters are anticipated to have a material adverse impact on the financial position, results of operations, or cash flows of the Group.

The Group is subject to federal and state environmental regulations, including rules relating to air and water pollution, and the storage and disposal of gasoline, oil and other chemicals and waste. Local, state and federal regulations also affect automobile dealerships’ advertising, sales and service, and financing activities. Management believes that the Group complies with all applicable laws and regulations relating to its business.

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

On September 10, 2024, the United States Attorney’s Office sent Civil Investigative Demands to eight entities of the Group in connection with its investigation into possible violations of the False Claims Act related to applications submitted for the issuance and forgiveness of Paycheck Protection Program (PPP) loans totaling $7,659,391. The issue concerns whether these entities were eligible for the PPP loans considering an Interim Final Ruling issued by the SBA which limited businesses that are part of a single corporate group to no more than $20,000,000 of PPP loans in the aggregate. Although the Group denies any liability under the False Claims Act or any other law related to this dispute, the Group has agreed to resolve this matter with the United States Attorney’s Office with a settlement payment of $11,841,143, which has been included in accounts payable and other accrued expenses at December 31, 2024 on the accompanying combined balance sheets and as settlement expense included in other income (expenses) on the accompanying combined statements of operations and comprehensive income.

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note 14 - Common Stock

Common stock is comprised of the following as of December 31, 2024 and 2023:

					Shares
	Par		Shares		Issued and
	Value		Authorized		Outstanding		Amount
Jennings Road Management Corp.	$	--		5,000		100	$	1,000
Herb Chambers Route 1, Inc.		1,500		200		200		300,000
Herb Chambers I-93, Inc.		25		200		200		5,000
Herb Chambers Commonwealth Avenue, Inc		--		200		200		1,000
Silver Star, Inc.		500		200		200		100,000
Herb Chambers 1172, Inc.		500		200		200		100,000
Herb Chambers Cambridge Street, Inc.		--		200		200		10,000
Herb Chambers Cadillac, Inc.		1		8,000		100		100
Herb Chambers 1186, Inc.		1		15,000		10,000		10,000
Herb Chambers 128, Inc.		1		15,000		10,000		10,000
Herb Chambers 44, Inc.		--		200		200		100,000
Herb Chambers Route 9, Inc.		--		200		200		10,000
Herb Chambers of Norwood, Inc.		--		200		200		50,000
Herb Chambers of Millbury, Inc.		2,500		200		200		500,000
Herb Chambers of Auburn, Inc.		1,630		500		200		326,000
Herb Chambers 1168, Inc.		2,500		200		200		500,000
Dave Dinger Ford, Inc.		--		2,000		1,000		284,000
Herb Chambers of Westborough, Inc.		5		200		200		1,000
Herb Chambers of Andover Street, Inc.		50		200		200		10,000
Herb Chambers 22 Brighton Ave, Inc.		5		200		200		1,000
Herb Chambers Boston Post Road, Inc.		--		200		200		10,000

THE HERB CHAMBERS COMPANIES

NOTES TO COMBINED FINANCIALSTATEMENTS

FOR THE YEARS ENDED DECEMBER31, 2024 AND 2023

Note14 - Common Stock (Continued)

					Shares
	Par		Shares		Issued and
	Value		Authorized		Outstanding		Amount
Herb Chambers I-95, Inc.	$	1,250		200		200	$	250,000
Herb Chambers of Wayland, Inc.		--		200		200		10,000
Herb Chambers of Natick, Inc.		--		200		200		10,000
Herb Chambers of Sudbury, Inc.		--		200		200		10,000
Herb Chambers 75 Otis Street, Inc.		--		200		200		10,000
Herb Chambers of Burlington, Inc.		--		200		200		10,000
Herb Chambers of Millbury II, Inc.		--		200		200		10,000
Herb Chambers Boston Turnpike, Inc.		--		200		200		10,000
Herb Chambers 395 Broadway, Inc.		--		200		200		10,000
Herb Chambers of Brookline, Inc.		--		200		200		10,000
Herb Chambers 1188, Inc.				200		200		10,000
Herb Chambers 62 Cambridge Street, Inc.		--		200		200		10,000
				50,900		26,800	$	2,689,100

Note 15 – Subsequent Event

On February 14, 2025, the Group entered into a Purchase and Sale Agreement (the “Transaction Agreement”) with Asbury Automotive Group, Inc. (“Asbury”). Pursuant to the Transaction Agreement, the Group is expected to sell substantially all of the assets, including all real property and related businesses of the Herb Chambers Companies (collectively, the “Businesses”) for an aggregate purchase price of approximately $1.34 billion, which includes $590 million for related real estate entities and leasehold improvements. In addition, the Group will sell new vehicles, used vehicles, service loaner vehicles, fixed assets, parts, and supplies for a purchase price to be determined at the closing (the “Closing”) of the transactions set forth in the Transaction Agreement and Asbury will reimburse the Group for certain dealership construction and development costs incurred prior to the Closing. The Businesses includes 33 dealerships, 52 franchises and three collision centers. The Group will retain ownership of the Mercedes-Benz of Boston dealership in Somerville, Massachusetts (Herb Chambers I-93, Inc.). The Groups sale of the Businesses is anticipated to close in the second quarter of 2025 and is subject to various customary closing conditions, including approval from the applicable automotive manufacturers.

THE HERB CHAMBERS COMPANIES

SCHEDULE I – COMBININGBALANCE SHEETS

DECEMBER 31, 2024

	Herb		Herb			Herb					Herb		Herb<br> Chambers		Herb		Herb		Herb			Herb		Herb			Herb<br> Chambers
	Chambers		Chambers			Chambers		Silver			Chambers		Cambridge		Chambers		Chambers		Chambers			Chambers		Chambers			of
	Route<br> 1, Inc.		I-93,<br> Inc.			Comm<br> Ave. Inc.		Star,<br> Inc.			1172,<br> Inc.		Street,<br> Inc.		Cadillac,<br> Inc.		1186,<br> Inc.		128,<br> Inc.			44,<br> Inc.		Route<br> 9, Inc.			Norwood,<br> Inc.
Assets
Current<br> Assets
Cash	$	7,504,732	$	106,856		$	1,751,934	$	4,752,231		$	1,256,337	$	3,696,240	$	495,917	$	934,579	$	2,551,499		$	1,355,523	$	(558,890	)	$	1,476,050
Debentures		5,000,000		2,000,000			1,000,000		1,000,000			--		500,000		2,000,000		2,000,000		--			2,000,000		--			2,500,000
Investments		--		--			--		--			--		--		--		--		--			--		--			--
Accounts<br> receivable, net		5,941,955		5,337,846			1,263,011		6,083,018			6,699,938		2,445,293		2,086,834		2,574,837		2,028,024			1,418,151		375,933			2,059,135
Inventories		15,349,900		28,104,087			12,197,412		31,128,440			31,826,044		18,108,799		11,901,716		9,904,019		9,296,719			12,137,789		36,223			20,388,966
Due<br> from related parties		--		--			--		--			--		--		--		--		--			--		--			--
Prepaid<br> taxes and expenses		8,606		(19,494	)		3,700		(30,012	)		32,834		54,775		21,560		21,000		(1,112	)		7,893		--			7,032
Total<br> Current Assets		33,805,193		35,529,295			16,216,057		42,933,677			39,815,153		24,805,107		16,506,027		15,434,435		13,875,130			16,919,356		(146,734	)		26,431,183
Net<br> Property and Equipment		761,889		1,940,889			66,627		644,532			1,107,574		865,595		3,534,382		104,816		305,658			387,609		--			318,185
Other<br> Assets
Right<br> of use assets, net		34,952,553		14,798,635			4,240,387		7,579,658			11,785,263		10,546,984		3,259,368		4,455,815		4,007,068			2,969,628		--			7,705,515
Due<br> from owner		33,703,774		3,586,953			12,193,252		8,027,404			10,435,572		--		1,792,778		6,256,270		11,635,097			6,947,500		27,490,055			--
Goodwill		--		--			--		--			--		3,701,178		--		--		--			--		--			500,000
Investment<br> in partnerships		--		--			--		--			--		--		--		--		--			--		--			--
Other<br> assets		--		--			--		--			--		--		--		--		--			--		--			--
Total<br> Other Assets		68,656,327		18,385,588			16,433,639		15,607,062			22,220,835		14,248,162		5,052,146		10,712,085		15,642,165			9,917,128		27,490,055			8,205,515
Total<br> Assets	$	103,223,409	$	55,855,772		$	32,716,323	$	59,185,271		$	63,143,562	$	39,918,864	$	25,092,555	$	26,251,336	$	29,822,953		$	27,224,093	$	27,343,321		$	34,954,883
Liabilities<br> and Equity
Current<br> Liabilities
Lines<br> of credit	$	--	$	--		$	--	$	--		$	--	$	--	$	--	$	--	$	--		$	--	$	--		$	--
Floorplan<br> notes payable		11,357,025		25,786,569			10,822,896		29,987,421			32,937,624		15,878,893		12,157,720		8,644,406		9,575,374			9,188,022		36,218			22,464,558
Current<br> portion of operating lease liabilities		3,317,540		1,697,922			402,479		2,019,200			3,903,699		1,344,781		868,286		1,025,898		1,114,182			862,376		--			1,320,227
Current<br> portion of financing lease liability		--		--			--		--			--		--		433,122		--		--			--		--			--
Accounts<br> payable and other accrued expenses		1,114,793		3,902,541			1,988,824		3,593,824			4,858,420		2,025,421		754,458		2,276,284		695,976			1,777,657		264,959			1,404,202
Income<br> taxes payable		46,077		--			19,216		147,894			14,847		73,322		--		14,592		14,768			23,808		--			7,957
Debentures<br> payable		--		--			--		--			--		--		--		--		--			--		--			--
Total<br> Current Liabilities		15,835,435		31,387,032			13,233,415		35,748,339			41,714,590		19,322,417		14,213,586		11,961,180		11,400,300			11,851,863		301,177			25,196,944
Long-Term<br> Liabilities
Insurance<br> loss fund		--		--			--		--			--		--		--		--		--			--		--			--
Operating<br> lease liabilities, net of current portion		31,635,013		12,687,803			3,837,908		5,560,459			7,657,694		9,202,203		2,391,082		3,430,020		2,892,886			2,107,252		--			6,385,288
Financing<br> lease liability, net of current portion		--		--			--		--			--		--		1,495,374		--		--			--		--			--
Due<br> to owner		27,563,571		--			--		--			--		504,014		--		--		--			--		--			1,579,814
Total<br> Long-Term Liabilities		59,198,584		12,687,803			3,837,908		5,560,459			7,657,694		9,706,217		3,886,456		3,430,020		2,892,886			2,107,252		--			7,965,102
Total<br> Liabilities		75,034,019		44,074,835			17,071,323		41,308,798			49,372,284		29,028,634		18,100,042		15,391,200		14,293,186			13,959,115		301,177			33,162,046
Equity
Common<br> stock		300,000		5,000			1,000		100,000			100,000		10,000		100		10,000		10,000			100,000		10,000			50,000
Additional<br> paid-in capital		2,745,000		895,000			299,000		400,000			--		370,000		3,568,444		2,315,914		500,000			1,000,000		490,000			--
Retained<br> earnings (deficit)		25,144,390		10,880,937			15,345,000		17,376,473			13,671,278		10,510,230		3,423,969		8,534,222		15,019,767			12,164,978		26,542,144			1,742,837
Member's<br> deficit		--		--			--		--			--		--		--		--		--			--		--			--
Accumulated<br> comprehensive income (loss)		--		--			--		--			--		--		--		--		--			--		--			--
Total<br> Equity (Deficit)		28,189,390		11,780,937			15,645,000		17,876,473			13,771,278		10,890,230		6,992,513		10,860,136		15,529,767			13,264,978		27,042,144			1,792,837
Total<br> Liabilities and Equity	$	103,223,409	$	55,855,772		$	32,716,323	$	59,185,271		$	63,143,562	$	39,918,864	$	25,092,555	$	26,251,336	$	29,822,953		$	27,224,093	$	27,343,321		$	34,954,883

See independentauditors’ report.

THE HERB CHAMBERS COMPANIES

SCHEDULE I – COMBININGBALANCE SHEETS (CONTINUED)

DECEMBER 31, 2024

	Herb		Herb			Herb		Herb					Herb			Herb<br> Chambers		Herb<br> Chambers			Herb<br> Chambers		Herb<br> Chambers		Herb<br> Chambers		Herb<br> Chambers
	Chambers		Chambers<br> of			Chambers<br> of		Chambers			Dinger		Chambers<br> of			Andover		22<br> Brighton			Boston<br> Post		of		of		of
	I-95,<br> Inc.		Millbury,<br> Inc.			Auburn,<br> Inc.		1168,<br> Inc.			Ford,<br> Inc.		Westborough,<br> Inc.			Street,<br> Inc.		Ave.,<br> Inc.			Road,<br> Inc.		Wayland,<br> Inc.		Natick,<br> Inc.		Sudbury,<br> Inc.
Assets
Current<br> Assets
Cash	$	355,146	$	1,453,890		$	771,746	$	924,980		$	785,093	$	666,720		$	757,638	$	46,135		$	1,441,466	$	3,612,445	$	3,083,172	$	486,959
Debentures		1,500,000		2,500,000			2,000,000		750,000			2,500,000		2,500,000			2,000,000		--			1,000,000		2,000,000		2,500,000		2,500,000
Investments		--		--			--		--			--		--			--		--			--		--		--		--
Accounts<br> receivable, net		1,273,474		1,727,872			2,335,528		417,979			517,681		1,245,024			1,992,992		4,423			3,216,506		1,769,760		5,631,313		2,619,520
Inventories		11,356,189		13,292,353			17,606,695		3,202,225			11,046,368		16,187,138			8,868,410		259,785			24,219,348		19,064,912		26,550,105		19,402,341
Due<br> from related parties		--		--			--		--			--		--			--		--			--		--		--		--
Prepaid<br> taxes and expenses		47,374		452,412			100,928		(1,790	)		418		617,248			9,357		2,250			--		36,404		137,157		(13,613	)
Total<br> Current Assets		14,532,183		19,426,527			22,814,897		5,293,394			14,849,560		21,216,130			13,628,397		312,593			29,877,320		26,483,521		37,901,747		24,995,207
Net<br> Property and Equipment		335,298		136,068			1,548,708		143,387			959,710		262,093			442,352		1,649			791,194		387,604		3,353,129		444,949
Other<br> Assets
Right<br> of use assets, net		3,684,503		1,654,179			8,179,060		4,224,014			5,779,537		3,661,523			6,377,031		--			13,513,249		2,509,090		6,827,142		5,539,925
Due<br> from owner		5,676,447		--			--		11,552,578			8,370,478		--			15,489,943		--			--		--		--		--
Goodwill		1,507,500		--			--		822,517			--		2,557,482			3,001,001		--			4,520,594		--		4,131,033		3,490,733
Investment<br> in partnerships		--		--			--		--			--		--			--		--			--		--		--		--
Other<br> assets		--		--			--		--			--		--			--		--			--		--		--		--
Total<br> Other Assets		10,868,450		1,654,179			8,179,060		16,599,109			14,150,015		6,219,005			24,867,975		--			18,033,843		2,509,090		10,958,175		9,030,658
Total<br> Assets	$	25,735,931	$	21,216,774		$	32,542,665	$	22,035,890		$	29,959,285	$	27,697,228		$	38,938,724	$	314,242		$	48,702,357	$	29,380,215	$	52,213,051	$	34,470,814
Liabilities<br> and Equity
Current<br> Liabilities
Lines<br> of credit	$	--	$	--		$	--	$	--		$	--	$	--		$	--	$	--		$	--	$	--	$	--	$	--
Floorplan<br> notes payable		15,075,159		17,803,571			14,892,018		1,943,051			11,240,338		17,690,350			9,438,852		222,797			18,013,437		19,373,848		25,506,132		17,312,189
Current<br> portion of operating lease liabilities		981,541		437,089			2,178,879		688,370			1,539,652		975,419			807,981		--			1,627,626		962,535		2,489,427		1,706,477
Current<br> portion of financing lease liability		--		--			--		--			--		--			--		--			--		--		--		--
Accounts<br> payable and other accrued expenses		39,685		1,043,607			2,522,828		843,453			821,190		896,161			822,718		17,458			2,660,959		5,146,243		4,598,295		1,605,918
Income<br> taxes payable		5,567		(10,379	)		7,734		11,773			26,932		13,246			2,445		(530	)		16,631		8,205		10,543		(5,043	)
Debentures<br> payable		--		--			--		--			--		--			--		--			--		--		--		--
Total<br> Current Liabilities		16,101,952		19,273,888			19,601,459		3,486,647			13,628,112		19,575,176			11,071,996		239,725			22,318,653		25,490,831		32,604,397		20,619,541
Long-Term<br> Liabilities
Insurance<br> loss fund		--		--			--		--			--		--			--		--			--		--		--		--
Operating<br> lease liabilities, net of current portion		2,702,962		1,217,091			6,000,182		3,535,644			4,239,885		2,686,103			5,569,050		--			11,885,623		1,546,555		4,337,715		3,833,448
Financing<br> lease liability, net of current portion		--		--			--		--			--		--			--		--			--		--		--		--
Due<br> to owner		--		470,158			378,948		--			--		1,176,154			--		212,450			2,858,011		474,420		831,118		3,383,245
Total<br> Long-Term Liabilities		2,702,962		1,687,249			6,379,130		3,535,644			4,239,885		3,862,257			5,569,050		212,450			14,743,634		2,020,975		5,168,833		7,216,693
Total<br> Liabilities		18,804,914		20,961,137			25,980,589		7,022,291			17,867,997		23,437,433			16,641,046		452,175			37,062,287		27,511,806		37,773,230		27,836,234
Equity
Common<br> stock		250,000		500,000			326,000		500,000			284,000		1,000			10,000		1,000			10,000		10,000		10,000		10,000
Additional<br> paid-in capital		155,821		50,000			813,654		1,748,000			75,270		4,921,000			2,590,000		25,000			490,000		490,000		690,000		490,000
Retained<br> earnings (deficit)		6,525,196		(294,363	)		5,422,422		12,765,599			11,732,018		(662,205	)		19,697,678		(163,933	)		11,140,070		1,368,409		13,739,821		6,134,580
Member's<br> deficit		--		--			--		--			--		--			--		--			--		--		--		--
Accumulated<br> comprehensive income (loss)		--		--			--		--			--		--			--		--			--		--		--		--
Total<br> Equity (Deficit)		6,931,017		255,637			6,562,076		15,013,599			12,091,288		4,259,795			22,297,678		(137,933	)		11,640,070		1,868,409		14,439,821		6,634,580
Total<br> Liabilities and Equity	$	25,735,931	$	21,216,774		$	32,542,665	$	22,035,890		$	29,959,285	$	27,697,228		$	38,938,724	$	314,242		$	48,702,357	$	29,380,215	$	52,213,051	$	34,470,814

See independentauditors’ report.

THE HERB CHAMBERS COMPANIES

SCHEDULE I – COMBININGBALANCE SHEETS (CONTINUED)

DECEMBER 31, 2024

	Herb<br> Chambers			Herb<br> Chambers		Herb			Herb<br> Chambers			Herb<br> Chambers			Herb<br> Chambers			Herb<br> Chambers			Herb<br> Chambers			Total				Jennings<br> Road
	75<br> Otis			of		Chambers			of			Boston			395			of			62<br> Cambridge			Retail		HGC		Management
	Street,<br> Inc.,			Burlington,<br> Inc.		1188,<br> Inc.			Millbury<br> II, Inc.			Turnpike,<br> Inc.			Broadway,<br> Inc.			Brookline,<br> Inc.			Street,<br> Inc.			Dealerships		Holdings,<br> LLC		Corp.			Eliminations			Total
Assets
Current<br> Assets
Cash	$	659,698		$	313,793	$	778,298		$	487,916		$	2,190,028		$	739,118		$	2,207,995		$	994,491		$	48,079,735	$	11,400	$	32,661,485		$	--		$	80,752,620
Debentures		1,500,000			1,500,000		3,500,000			750,000			1,250,000			1,000,000			750,000			--			50,000,000		--		--			(50,000,000	)		--
Investments		--			--		--			--			--			--			--			--			--		74,556,161		--			--			74,556,161
Accounts<br> receivable, net		339,599			924,054		4,151,848			82,010			440,892			3,497,637			1,156,725			1,666,229			73,325,041		--		(410,726	)		--			72,914,315
Inventories		6,726,625			6,856,831		31,401,028			3,306,304			15,015,038			11,153,104			11,526,880			15,044,894			472,466,687		--		--			--			472,466,687
Due<br> from related parties		--			--		--			--			--			--			--			--			--		--		5,411,918			(5,013,039	)		398,879
Prepaid<br> taxes and expenses		36,339			209,040		15,197			36,913			(10,736	)		(13,280	)		16,667			(24,409	)		1,760,658		--		291,580			--			2,052,238
Total<br> Current Assets		9,262,261			9,803,718		39,846,371			4,663,143			18,885,222			16,376,579			15,658,267			17,681,205			645,632,121		74,567,561		37,954,257			(55,013,039	)		703,140,900
Net<br> Property and Equipment		140,134			157,010		693,717			28,570			150,432			290,735			380,692			454,038			21,139,225		--		541,280			--			21,680,505
Other<br> Assets
Right<br> of use assets, net		3,481,511			961,341		21,000,053			1,050,938			5,919,849			2,849,553			11,407,585			6,560,810			221,481,767		--		196,965			--			221,678,732
Due<br> from owner		--			--		--			--			--			--			549,547			--			163,707,648		--		--			(58,770,705	)		104,936,943
Goodwill		--			--		--			--			785,700			--			6,595,000			--			31,612,738		--		--			--			31,612,738
Investment<br> in partnerships		--			--		--			--			--			--			--			--			--		--		1,151,174			--			1,151,174
Other<br> assets		--			--		--			--			--			--			--			--			--		--		261,453			--			261,453
Total<br> Other Assets		3,481,511			961,341		21,000,053			1,050,938			6,705,549			2,849,553			18,552,132			6,560,810			416,802,153		--		1,609,592			(58,770,705	)		359,641,040
Total<br> Assets	$	12,883,906		$	10,922,069	$	61,540,141		$	5,742,651		$	25,741,203		$	19,516,867		$	34,591,091		$	24,696,053		$	1,083,573,499	$	74,567,561	$	40,105,129		$	(113,783,744	)	$	1,084,462,445
Liabilities<br> and Equity
Current<br> Liabilities
Lines<br> of credit	$	--		$	--	$	--		$	--		$	--		$	--		$	--		$	--		$	--	$	--	$	--		$	--		$	--
Floorplan<br> notes payable		7,057,012			6,619,863		31,036,016			3,782,765			14,691,786			12,607,787			9,544,600			10,413,185			453,101,482		--		--			--			453,101,482
Current<br> portion of operating lease liabilities		927,465			256,099		2,895,413			134,209			803,523			759,113			1,268,931			837,840			40,154,179		--		53,633			--			40,207,812
Current<br> portion of financing lease liability		--			--		--			--			--			--			--			--			433,122		--		--			--			433,122
Accounts<br> payable and other accrued expenses		703,602			432,346		2,375,313			216,426			906,348			371,317			1,327,907			2,186,233			54,195,365		--		13,305,931			(5,013,039	)		62,488,258
Income<br> taxes payable		--			6,266		(461	)		(2,000	)		1,095			27,225			(807	)		64,194			545,117		--		--			--			545,117
Debentures<br> payable		--			--		--			--			--			--			--			--			--		50,000,000		--			(50,000,000	)		--
Total<br> Current Liabilities		8,688,079			7,314,574		36,306,281			4,131,400			16,402,752			13,765,442			12,140,631			13,501,452			548,429,265		50,000,000		13,359,564			(55,013,039	)		556,775,791
Long-Term<br> Liabilities
Insurance<br> loss fund		--			--		--			--			--			--			--			--			--		--		3,780,700			--			3,780,700
Operating<br> lease liabilities, net of current portion		2,554,046			705,243		18,104,641			916,730			5,116,326			2,090,440			10,676,205			5,722,970			181,228,467		--		143,332			--			181,371,799
Financing<br> lease liability, net of current portion		--			--		--			--			--			--			--			--			1,495,374		--		--			--			1,495,374
Due<br> to owner		2,216,700			1,327,709		5,958,575			1,002,042			1,653,178			2,865,626			--			4,399,469			58,855,202		--		(84,497	)		(58,770,705	)		--
Total<br> Long-Term Liabilities		4,770,746			2,032,952		24,063,216			1,918,772			6,769,504			4,956,066			10,676,205			10,122,439			241,579,043		--		3,839,535			(58,770,705	)		186,647,873
Total<br> Liabilities		13,458,825			9,347,526		60,369,497			6,050,172			23,172,256			18,721,508			22,816,836			23,623,891			790,008,308		50,000,000		17,199,099			(113,783,744	)		743,423,664
Equity
Common<br> stock		10,000			10,000		10,000			10,000			10,000			10,000			10,000			10,000			2,688,100		--		1,000			--			2,689,100
Additional<br> paid-in capital		490,000			40,000		490,000			90,000			490,000			--			4,040,000			120,000			30,882,103		--		543,956			--			31,426,059
Retained<br> earnings (deficit)		(1,074,919	)		1,524,543		670,644			(407,521	)		2,068,947			785,359			7,724,255			942,162			259,994,987		--		22,361,074			--			282,356,061
Member's<br> deficit		--			--		--			--			--			--			--			--			--		24,236,020		--			--			24,236,020
Accumulated<br> comprehensive income (loss)		--			--		--			--			--			--			--			--			--		331,541		--			--			331,541
Total<br> Equity (Deficit)		(574,919	)		1,574,543		1,170,644			(307,521	)		2,568,947			795,359			11,774,255			1,072,162			293,565,190		24,567,561		22,906,030			--			341,038,781
Total<br> Liabilities and Equity	$	12,883,906		$	10,922,069	$	61,540,141		$	5,742,651		$	25,741,203		$	19,516,867		$	34,591,091		$	24,696,053		$	1,083,573,499	$	74,567,561	$	40,105,129		$	(113,783,744	)	$	1,084,462,445

See independentauditors’ report.

THE HERB CHAMBERS COMPANIES

SCHEDULE II – COMBININGSTATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER31, 2024

	Herb		Herb			Herb					Herb		Herb<br> Chambers		Herb		Herb		Herb		Herb			Herb		Herb<br> Chambers
	Chambers		Chambers			Chambers		Silver			Chambers		Cambridge		Chambers		Chambers		Chambers		Chambers			Chambers		of
	Route<br> 1, Inc.		I-93,<br> Inc.			Comm<br> Ave. Inc.		Star,<br> Inc.			1172,<br> Inc.		Street,<br> Inc.		Cadillac,<br> Inc.		1186,<br> Inc.		128,<br> Inc.		44,<br> Inc.			Route<br> 9, Inc.		Norwood,<br> Inc.
Sales	$	290,361,173	$	177,212,521		$	73,179,995	$	186,154,133		$	225,280,705	$	114,527,626	$	66,607,108	$	89,363,139	$	90,779,210	$	107,442,527		$	90,946,644	$	83,998,631
Cost<br> of Sales		241,849,592		144,637,992			61,662,620		157,381,886			182,313,584		91,851,860		55,624,121		72,561,683		72,463,022		87,700,632			74,910,692		69,584,756
Gross<br> Profit		48,511,581		32,574,529			11,517,375		28,772,247			42,967,121		22,675,766		10,982,987		16,801,456		18,316,188		19,741,895			16,035,952		14,413,875
Operating<br> Expenses		46,260,953		33,002,009			10,142,388		29,224,665			41,585,840		21,573,371		10,668,093		15,738,978		16,864,837		20,024,182			13,663,789		14,397,519
Income<br> (Loss) from Operations		2,250,628		(427,480	)		1,374,987		(452,418	)		1,381,281		1,102,395		314,894		1,062,478		1,451,351		(282,287	)		2,372,163		16,356
Other<br> Income (Expense)
Investment<br> income		--		--			--		--			--		--		--		--		--		--			--		--
Gain<br> on sale of franchise		--		--			--		--			--		--		--		--		--		--			13,204,798		--
Settlement<br> expense		--		--			--		--			--		--		--		--		--		--			--		--
Other<br> income (expense), net		405,119		1,565,693			201,312		2,141,319			--		--		--		--		116,672		1,648,277			191,149		166,056
Total<br> Other Income (Expense)		405,119		1,565,693			201,312		2,141,319			--		--		--		--		116,672		1,648,277			13,395,947		166,056
Net<br> Income (Loss) Continuing Operations		2,655,747		1,138,213			1,576,299		1,688,901			1,381,281		1,102,395		314,894		1,062,478		1,568,023		1,365,990			15,768,110		182,412
Loss<br> from Discontinued Operations		--		--			--		--			--		--		--		--		--		--			--		--
Net<br> Income (Loss)		2,655,747		1,138,213			1,576,299		1,688,901			1,381,281		1,102,395		314,894		1,062,478		1,568,023		1,365,990			15,768,110		182,412
Other<br> Comprehensive Income Loss
Unrealized<br> holding loss		--		--			--		--			--		--		--		--		--		--			--		--
Comprehensive<br> Income (Loss)	$	2,655,747	$	1,138,213		$	1,576,299	$	1,688,901		$	1,381,281	$	1,102,395	$	314,894	$	1,062,478	$	1,568,023	$	1,365,990		$	15,768,110	$	182,412

See independentauditors’ report.

THE HERB CHAMBERS COMPANIES

SCHEDULE II – COMBININGSTATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (CONTINUED)

FOR THE YEAR ENDED DECEMBER31, 2024

	Herb		Herb			Herb		Herb				Herb		Herb Chambers		Herb Chambers			Herb Chambers		Herb Chambers		Herb Chambers		Herb Chambers
	Chambers		Chambers of			Chambers of		Chambers		Dinger		Chambers of		Andover		22 Brighton			Boston Post		of		of		of
	I-95, Inc.		Millbury, Inc.			Auburn, Inc.		1168, Inc.		Ford, Inc.		Westborough, Inc.		Street, Inc.		Ave., Inc.			Road, Inc.		Wayland, Inc.		Natick, Inc.		Sudbury, Inc.
Sales	$	70,278,342	$	58,437,779		$	178,731,845	$	55,287,524	$	69,500,947	$	71,022,556	$	64,145,941	$	678,600		$	187,808,767	$	99,034,738	$	144,096,566	$	89,295,604
Cost of Sales		59,135,140		49,616,812			149,221,611		43,723,747		55,893,222		60,857,783		49,695,821		475,617			159,298,092		87,691,436		114,947,437		71,834,473
Gross Profit		11,143,202		8,820,967			29,510,234		11,563,777		13,607,725		10,164,773		14,450,120		202,983			28,510,675		11,343,302		29,149,129		17,461,131
Operating Expenses		10,932,135		9,730,340			29,221,693		10,324,974		13,013,807		10,134,805		12,254,298		307,918			27,646,845		11,224,953		28,465,965		16,541,864
Income (Loss) from Operations		211,067		(909,373	)		288,541		1,238,803		593,918		29,968		2,195,822		(104,935	)		863,830		118,349		683,164		919,267
Other Income (Expense)
Investment income		--		--			--		--		--		--		--		--			--		--		--		--
Gain on sale of franchise		--		--			--		--		--		--		--		--			--		--		--		--
Settlement expense		--		--			--		--		--		--		--		--			--		--		--		--
Other income (expense), net		135,254		184,856			383,631		199,094		245,308		382,809		104,742		19,292			326,692		68,065		726,402		--
Total Other Income (Expense)		135,254		184,856			383,631		199,094		245,308		382,809		104,742		19,292			326,692		68,065		726,402		--
Net Income (Loss) Continuing Operations		346,321		(724,517	)		672,172		1,437,897		839,226		412,777		2,300,564		(85,643	)		1,190,522		186,414		1,409,566		919,267
Loss from Discontinued Operations		--		--			--		--		--		--		--		--			--		--		--		--
Net Income (Loss)		346,321		(724,517	)		672,172		1,437,897		839,226		412,777		2,300,564		(85,643	)		1,190,522		186,414		1,409,566		919,267
Other Comprehensive Income Loss
Unrealized holding loss		--		--			--		--		--		--		--		--			--		--		--		--
Comprehensive Income (Loss)	$	346,321	$	(724,517	)	$	672,172	$	1,437,897	$	839,226	$	412,777	$	2,300,564	$	(85,643	)	$	1,190,522	$	186,414	$	1,409,566	$	919,267

See independentauditors’ report.

THE HERB CHAMBERS COMPANIES

SCHEDULE II – COMBININGSTATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (CONTINUED)

FOR THE YEAR ENDED DECEMBER31, 2024

	Herb<br> Chambers			Herb<br> Chambers		Herb			Herb<br> Chambers			Herb<br> Chambers			Herb<br> Chambers			Herb<br> Chambers		Herb<br> Chambers		Total					Jennings<br> Road
	75<br> Otis			of		Chambers			of			Boston			395			of		62<br> Cambridge		Retail		HGC			Management
	Street,<br> Inc.,			Burlington,<br> Inc.		1188,<br> Inc.			Millbury<br> II, Inc.			Turnpike,<br> Inc.			Broadway,<br> Inc.			Brookline,<br> Inc.		Street,<br> Inc.		Dealerships		Holdings,<br> LLC			Corp.			Eliminations			Total
Sales	$	38,251,532		$	41,266,041	$	128,374,254		$	9,778,686		$	73,290,168		$	50,156,507		$	83,470,914	$	87,696,097	$	3,196,456,820	$	--		$	100,625,400		$	(100,625,400	)	$	3,196,456,820
Cost<br> of Sales		32,273,796			34,347,599		109,740,639			8,495,017			62,728,325			42,497,364			67,197,065		74,068,110		2,646,281,546		--			--			--			2,646,281,546
Gross<br> Profit		5,977,736			6,918,442		18,633,615			1,283,669			10,561,843			7,659,143			16,273,849		13,627,987		550,175,274		--			100,625,400			(100,625,400	)		550,175,274
Operating<br> Expenses		7,049,169			6,873,693		19,510,197			1,565,062			10,992,707			7,682,650			15,133,907		13,510,874		535,264,480		1,926,026			73,644,554			(102,545,400	)		508,289,660
Income<br> (Loss) from Operations		(1,071,433	)		44,749		(876,582	)		(281,393	)		(430,864	)		(23,507	)		1,139,942		117,113		14,910,794		(1,926,026	)		26,980,846			1,920,000			41,885,614
Other<br> Income (Expense)
Investment<br> income		--			--		--			--			--			--			--		--		--		4,923,317			--			--			4,923,317
Gain<br> on sale of franchise		--			--		--			--			--			--			--		--		13,204,798		--			--			--			13,204,798
Settlement<br> expense		--			--		--			--			--			--			--		--		--		--			(11,841,143	)		--			(11,841,143	)
Other<br> income (expense), net		51,369			114,482		996,394			42,277			697,639			114,353			--		--		11,228,256		--			1,649,761			(1,920,000	)		10,958,016
Total<br> Other Income (Expense)		51,369			114,482		996,394			42,277			697,639			114,353			--		--		24,433,054		4,923,317			(10,191,382	)		(1,920,000	)		17,244,988
Net<br> Income (Loss) Continuing Operations		(1,020,064	)		159,231		119,812			(239,116	)		266,775			90,846			1,139,942		117,113		39,343,848		2,997,291			16,789,464			--			59,130,602
Loss<br> from Discontinued Operations		--			--		--			--			--			--			--		--		--		--			--			--			--
Net<br> Income (Loss)		(1,020,064	)		159,231		119,812			(239,116	)		266,775			90,846			1,139,942		117,113		39,343,848		2,997,291			16,789,464			--			59,130,602
Other<br> Comprehensive Income Loss
Unrealized<br> holding loss		--			--		--			--			--			--			--		--		--		23,415			--			--			23,415
Comprehensive<br> Income (Loss)	$	(1,020,064	)	$	159,231	$	119,812		$	(239,116	)	$	266,775		$	90,846		$	1,139,942	$	117,113	$	39,343,848	$	3,020,706		$	16,789,464		$	--		$	59,154,017

See independentauditors’ report.

THE HERB CHAMBERS COMPANIES

SCHEDULE III – COMBININGBALANCE SHEETS

DECEMBER 31, 2023

	Herb		Herb		Herb				Herb		Herb<br> Chambers		Herb		Herb		Herb		Herb		Herb		Herb<br> Chambers
	Chambers		Chambers		Chambers		Silver		Chambers		Cambridge		Chambers		Chambers		Chambers		Chambers		Chambers		of
	Route<br> 1, Inc.		I-93,<br> Inc.		Comm<br> Ave. Inc.		Star,<br> Inc.		1172,<br> Inc.		Street,<br> Inc.		Cadillac,<br> Inc.		1186,<br> Inc.		128,<br> Inc.		44,<br> Inc.		Route<br> 9, Inc.		Norwood,<br> Inc.
Assets
Current<br> Assets
Cash	$	3,001,746	$	704,406	$	3,616,214	$	6,757,333	$	3,538,903	$	1,972,063	$	768,630	$	3,072,256	$	3,421,766	$	1,301,303	$	1,271,035	$	978,841
Debentures		6,000,000		2,000,000		1,000,000		1,000,000		--		500,000		2,000,000		2,000,000		--		2,000,000		1,000,000		2,500,000
Investments		--		--		--		--		--		--		--		--		--		--		--		--
Accounts<br> receivable, net		9,550,718		5,567,110		2,353,530		5,831,123		7,316,857		5,643,922		2,031,454		2,359,016		1,083,624		1,758,686		914,459		2,661,037
Inventories		23,844,301		27,568,595		9,292,334		25,760,029		27,488,009		14,312,122		12,681,815		7,446,921		7,214,965		8,653,664		6,505,034		17,931,973
Due<br> from related parties		--		--		--		--		--		--		--		--		--		--		--		--
Prepaid<br> taxes and expenses		7,514		711		3,700		--		32,834		--		9,762		21,000		31,017		7,143		29,423		7,035
Total<br> Current Assets		42,404,279		35,840,822		16,265,778		39,348,485		38,376,603		22,428,107		17,491,661		14,899,193		11,751,372		13,720,796		9,719,951		24,078,886
Net<br> Property and Equipment		556,953		2,189,039		110,856		751,910		1,469,179		1,194,905		4,050,772		134,599		364,448		317,354		473,854		367,116
Other<br> Assets
Right<br> of use assets, net		38,092,949		16,255,595		4,621,375		9,491,041		15,398,793		11,814,293		4,081,292		5,451,657		5,061,756		3,785,956		6,656,678		8,955,881
Due<br> from owner		25,718,974		2,100,953		10,102,552		7,061,004		8,000,429		--		576,929		5,273,670		10,364,797		6,417,200		4,710,055		--
Goodwill		--		--		--		--		--		3,701,178		--		--		--		--		2,942,312		500,000
Investment<br> in partnerships		--		--		--		--		--		--		--		--		--		--		--		--
Other<br> assets		--		--		--		--		--		--		--		--		--		--		--		--
Total<br> Other Assets		63,811,923		18,356,548		14,723,927		16,552,045		23,399,222		15,515,471		4,658,221		10,725,327		15,426,553		10,203,156		14,309,045		9,455,881
Total<br> Assets	$	106,773,155	$	56,386,409	$	31,100,561	$	56,652,440	$	63,245,004	$	39,138,483	$	26,200,654	$	25,759,119	$	27,542,373	$	24,241,306	$	24,502,850	$	33,901,883
Liabilities<br> and Equity
Current<br> Liabilities
Floorplan<br> notes payable	$	20,745,163	$	26,393,510	$	9,903,593	$	27,570,456	$	30,608,504	$	13,158,315	$	12,381,231	$	8,418,745	$	7,949,267	$	6,710,715	$	5,684,664	$	18,635,944
Current<br> portion of operating lease liabilities		3,140,397		1,597,777		380,988		1,911,383		3,691,692		1,267,309		821,924		996,975		1,054,689		816,328		1,340,576		1,250,366
Current<br> portion of fiancing lease liablity		--		--		--		--		--		--		404,611		--		--		--		--		--
Accounts<br> payable and other accrued expenses		785,277		3,366,972		2,497,272		3,226,691		4,972,545		2,665,850		727,407		2,071,516		566,151		1,845,647		887,475		1,632,614
Income<br> taxes payable		12,551		--		9,619		176,680		20,871		51,376		--		18,307		3,454		--		--		63,306
Debentures<br> payable		--		--		--		--		--		--		--		--		--		--		--		--
Total<br> Current Liabilities		24,683,388		31,358,259		12,791,472		32,885,210		39,293,612		17,142,850		14,335,173		11,505,543		9,573,561		9,372,690		7,912,715		21,582,230
Long-Term<br> Liabilities
Insurance<br> loss fund		--		--		--		--		--		--		--		--		--		--		--		--
Operating<br> lease liabilities, net of current portion		34,952,552		14,385,425		4,240,387		7,579,658		11,561,393		10,546,984		3,259,368		4,455,918		4,007,067		2,969,628		5,316,102		7,705,515
Financing<br> lease liability, net of current portion		--		--		--		--		--		--		1,928,495		--		--		--		--		--
Due<br> to owner		21,603,571		--		--		--		--		1,660,814		--		--		--		--		--		3,003,714
Total<br> Long-Term Liabilities		56,556,123		14,385,425		4,240,387		7,579,658		11,561,393		12,207,798		5,187,863		4,455,918		4,007,067		2,969,628		5,316,102		10,709,229
Total<br> Liabilities		81,239,511		45,743,684		17,031,859		40,464,868		50,855,005		29,350,648		19,523,036		15,961,461		13,580,628		12,342,318		13,228,817		32,291,459
Equity
Common<br> stock		300,000		5,000		1,000		100,000		100,000		10,000		100		10,000		10,000		100,000		10,000		50,000
Additional<br> paid-in capital		2,745,000		895,000		299,000		400,000		--		370,000		3,568,444		2,315,914		500,000		1,000,000		490,000		--
Retained<br> earnings (deficit)		22,488,644		9,742,725		13,768,702		15,687,572		12,289,999		9,407,835		3,109,074		7,471,744		13,451,745		10,798,988		10,774,033		1,560,424
Member's<br> deficit		--		--		--		--		--		--		--		--		--		--		--		--
Accumulated<br> comprehensive income (loss)		--		--		--		--		--		--		--		--		--		--		--		--
Total<br> Equity (Deficit)		25,533,644		10,642,725		14,068,702		16,187,572		12,389,999		9,787,835		6,677,618		9,797,658		13,961,745		11,898,988		11,274,033		1,610,424
Total<br> Liabilities and Equity	$	106,773,155	$	56,386,409	$	31,100,561	$	56,652,440	$	63,245,004	$	39,138,483	$	26,200,654	$	25,759,119	$	27,542,373	$	24,241,306	$	24,502,850	$	33,901,883

See independentauditors’ report.

THE HERB CHAMBERS COMPANIES

SCHEDULE III – COMBININGBALANCE SHEETS (CONTINUED)

DECEMBER 31, 2023

	Herb		Herb		Herb		Herb				Herb			Herb<br> Chambers		Herb<br> Chambers			Herb<br> Chambers		Herb<br> Chambers		Herb<br> Chambers		Herb<br> Chambers
	Chambers		Chambers<br> of		Chambers<br> of		Chambers		Dinger		Chambers<br> of			Andover		22<br> Brighton			Boston<br> Post		of		of		of
	I-95,<br> Inc.		Millbury,<br> Inc.		Auburn,<br> Inc.		1168,<br> Inc.		Ford,<br> Inc.		Westborough,<br> Inc.			Street,<br> Inc.		Ave.,<br> Inc.			Road,<br> Inc.		Wayland,<br> Inc.		Natick,<br> Inc.		Sudbury,<br> Inc.
Assets
Current<br> Assets
Cash	$	602,143	$	1,098,421	$	1,324,503	$	1,254,546	$	1,790,081	$	1,513,778		$	935,564	$	11,969		$	2,180,579	$	2,125,232	$	2,509,080	$	919,598
Debentures		1,500,000		2,500,000		2,000,000		750,000		1,500,000		2,500,000			2,000,000		--			1,000,000		1,000,000		2,500,000		2,500,000
Investments		--		--		--		--		--		--			--		--			--		--		--		--
Accounts<br> receivable, net		1,080,244		1,303,602		2,079,235		955,869		608,361		1,404,666			2,318,322		(157	)		7,265,079		2,440,055		2,853,451		1,817,158
Inventories		21,326,858		14,502,039		13,349,690		2,660,767		9,317,571		11,679,696			7,274,418		219,698			20,200,279		15,989,428		19,922,394		10,596,134
Due<br> from related parties		--		--		--		--		--		--			--		--			--		--		--		--
Prepaid<br> taxes and expenses		67,923		474,744		94,043		74,048		--		129,937			--		2,250			40,235		1,284		--		2,167
Total<br> Current Assets		24,577,168		19,878,806		18,847,471		5,695,230		13,216,013		17,228,077			12,528,304		233,760			30,686,172		21,555,999		27,784,925		15,835,057
Net<br> Property and Equipment		194,268		194,340		1,587,269		106,128		647,816		75,143			569,058		1,649			944,739		543,826		367,708		519,419
Other<br> Assets
Right<br> of use assets, net		4,613,634		2,067,929		10,241,956		4,875,628		7,236,979		4,584,859			7,132,154		--			15,053,966		3,420,230		9,183,644		7,155,283
Due<br> from owner		4,976,927		--		--		10,079,478		7,641,578		--			13,131,002		--			--		656,580		980,043		--
Goodwill		1,507,500		--		--		822,222		--		2,557,482			3,001,001		--			4,520,594		--		4,131,033		3,490,733
Investment<br> in partnerships		--		--		--		--		--		--			--		--			--		--		--		--
Other<br> assets		--		--		--		--		--		--			--		--			--		--		--		--
Total<br> Other Assets		11,098,061		2,067,929		10,241,956		15,777,328		14,878,557		7,142,341			23,264,157		--			19,574,560		4,076,810		14,294,720		10,646,016
Total<br> Assets	$	35,869,497	$	22,141,075	$	30,676,696	$	21,578,686	$	28,742,386	$	24,445,561		$	36,361,519	$	235,409		$	51,205,471	$	26,176,635	$	42,447,353	$	27,000,492
Liabilities<br> and Equity
Current<br> Liabilities
Floorplan<br> notes payable	$	23,994,467	$	18,031,524	$	11,461,893	$	2,082,991	$	9,406,509	$	13,142,013		$	7,886,929	$	197,108		$	18,310,937	$	14,823,579	$	16,372,223	$	7,798,150
Current<br> portion of operating lease liabilities		929,131		413,750		2,062,535		651,614		1,457,441		923,336			755,124		--			1,540,717		911,140		2,356,502		1,615,358
Current<br> portion of fiancing lease liablity		--		--		--		--		--		--			--		--			--		--		--		--
Accounts<br> payable and other accrued expenses		676,700		881,185		2,207,694		1,019,751		774,620		1,027,021			1,336,449		22,742			2,903,062		6,241,402		3,835,060		1,821,009
Income<br> taxes payable		--		3,725		--		24,614		72,216		--			8,873		--			20,392		9,429		26,171		24,492
Debentures<br> payable		--		--		--		--		--		--			--		--			--		--		--		--
Total<br> Current Liabilities		25,600,298		19,330,184		15,732,122		3,778,970		11,710,786		15,092,370			9,987,375		219,850			22,775,108		21,985,550		22,589,956		11,259,009
Long-Term<br> Liabilities
Insurance<br> loss fund		--		--		--		--		--		--			--		--			--		--		--		--
Operating<br> lease liabilities, net of current portion		3,684,503		1,654,179		8,179,421		4,224,014		5,779,538		3,661,523			6,377,030		--			13,513,249		2,509,090		6,827,142		5,539,925
Financing<br> lease liability, net of current portion		--		--		--		--		--		--			--		--			--		--		--		--
Due<br> to owner		--		176,558		875,248		--		--		1,844,651			--		67,850			4,467,566		--		--		4,486,245
Total<br> Long-Term Liabilities		3,684,503		1,830,737		9,054,669		4,224,014		5,779,538		5,506,174			6,377,030		67,850			17,980,815		2,509,090		6,827,142		10,026,170
Total<br> Liabilities		29,284,801		21,160,921		24,786,791		8,002,984		17,490,324		20,598,544			16,364,405		287,700			40,755,923		24,494,640		29,417,098		21,285,179
Equity
Common<br> stock		250,000		500,000		326,000		500,000		284,000		1,000			10,000		1,000			10,000		10,000		10,000		10,000
Additional<br> paid-in capital		155,821		50,000		813,654		1,748,000		75,270		4,921,000			2,590,000		25,000			490,000		490,000		690,000		490,000
Retained<br> earnings (deficit)		6,178,875		430,154		4,750,251		11,327,702		10,892,792		(1,074,983	)		17,397,114		(78,291	)		9,949,548		1,181,995		12,330,255		5,215,313
Member's<br> deficit		--		--		--		--		--		--			--		--			--		--		--		--
Accumulated<br> comprehensive income (loss)		--		--		--		--		--		--			--		--			--		--		--		--
Total<br> Equity (Deficit)		6,584,696		980,154		5,889,905		13,575,702		11,252,062		3,847,017			19,997,114		(52,291	)		10,449,548		1,681,995		13,030,255		5,715,313
Total<br> Liabilities and Equity	$	35,869,497	$	22,141,075	$	30,676,696	$	21,578,686	$	28,742,386	$	24,445,561		$	36,361,519	$	235,409		$	51,205,471	$	26,176,635	$	42,447,353	$	27,000,492

See independentauditors’ report.

THE HERB CHAMBERS COMPANIES

SCHEDULE III – COMBININGBALANCE SHEETS (CONTINUED)

DECEMBER 31, 2023

	Herb Chambers			Herb Chambers		Herb		Herb Chambers			Herb Chambers		Herb Chambers		Herb Chambers		Herb Chambers		Total					Jennings Road
	75 Otis			of		Chambers		of			Boston		395		of		62 Cambridge		Retail		HGC			Management
	Street, Inc.,			Burlington, Inc.		1188, Inc.		Millbury II, Inc.			Turnpike, Inc.		Broadway, Inc.		Brookline, Inc.		Street, Inc.		Dealerships		Holdings, LLC			Corp.		Eliminations			Total
Assets
Current Assets
Cash	$	311,577		$	373,473	$	660,841	$	213,402		$	1,202,130	$	996,022	$	786,301	$	2,254,093	$	53,467,829	$	17,426		$	31,488,415	$	--		$	84,973,670
Debentures		1,500,000			1,500,000		1,500,000		750,000			1,250,000		1,000,000		750,000		--		48,000,000		--			--		(48,000,000	)		--
Investments		--			--		--		--			--		--		--		--		--		69,609,428			--		--			69,609,428
Accounts receivable, net		447,714			659,192		2,964,071		141,633			579,398		1,723,054		2,715,078		1,307,556		81,735,117		--			--		--			81,735,117
Inventories		8,350,512			2,540,159		17,321,224		5,875,250			14,226,828		5,978,483		15,806,775		7,599,296		413,437,261		--			--		--			413,437,261
Due from related parties		--			--		--		--			--		--		--		--		--		--			--		--			--
Prepaid taxes and expenses		42,782			130,915		6,430		28,940			1,401		19,527		32,855		--		1,299,620		--			177,553		--			1,477,173
Total Current Assets		10,652,585			5,203,739		22,452,566		7,009,225			17,259,757		9,717,086		20,091,009		11,160,945		597,939,827		69,626,854			31,665,968		(48,000,000	)		651,232,649
Net Property and Equipment		210,770			152,993		969,205		41,014			90,476		381,453		552,986		604,636		20,735,881		--			865,930		--			21,601,811
Other Assets
Right of use assets, net		4,359,452			1,203,765		23,740,862		1,177,981			6,680,468		3,568,132		12,576,725		7,353,913		265,894,826		--			248,602		--			266,143,428
Due from owner		--			--		--		--			--		--		--		--		117,792,171		--			--		(53,531,269	)		64,260,902
Goodwill		--			--		--		--			785,700		--		6,595,000		--		34,554,755		--			--		--			34,554,755
Investment in partnerships		--			--		--		--			--		--		--		--		--		--			1,086,223		--			1,086,223
Other assets		--			--		--		--			--		--		--		--		--		--			261,453		--			261,453
Total Other Assets		4,359,452			1,203,765		23,740,862		1,177,981			7,466,168		3,568,132		19,171,725		7,353,913		418,241,752		--			1,596,278		(53,531,269	)		366,306,761
Total Assets	$	15,222,807		$	6,560,497	$	47,162,633	$	8,228,220		$	24,816,401	$	13,666,671	$	39,815,720	$	19,119,494	$	1,036,917,460	$	69,626,854		$	34,128,176	$	(101,531,269	)	$	1,039,141,221
Liabilities and Equity
Current Liabilities
Floorplan notes payable	$	8,107,796		$	2,534,019	$	16,716,348	$	6,360,648		$	13,310,767	$	6,323,293	$	13,948,951	$	4,831,749	$	403,802,001	$	--		$	--	$	--		$	403,802,001
Current portion of operating lease liabilities		877,942			242,424		2,740,809		127,043			760,618		718,579		1,235,199		793,103		39,382,769		--			51,636		--			39,434,405
Current portion of fiancing lease liablity		--			--		--		--			--		--		--		--		404,611		--			--		--			404,611
Accounts payable and other accrued expenses		772,615			219,392		2,516,015		280,554			413,723		600,707		1,512,068		2,024,968		56,332,153		(1	)		1,282,196		--			57,614,349
Income taxes payable		--			--		--		--			3,894		--		--		66,045		616,015		--			646,561		--			1,262,576
Debentures payable		--			--		--		--			--		--		--		--		--		48,000,000			--		(48,000,000	)		--
Total Current Liabilities		9,758,353			2,995,835		21,973,172		6,768,245			14,489,002		7,642,579		16,696,218		7,715,865		500,537,549		47,999,999			1,980,393		(48,000,000	)		502,517,942
Long-Term Liabilities
Insurance loss fund		--			--		--		--			--		--		--		--		--		--			3,665,575		--			3,665,575
Operating lease liabilities, net of current portion		3,481,510			961,341		21,000,053		1,050,938			5,919,850		2,849,553		11,945,136		6,560,810		226,698,802		--			196,966		--			226,895,768
Financing lease liability, net of current portion		--			--		--		--			--		--		--		--		1,928,495		--			--		--			1,928,495
Due to owner		1,537,800			1,188,009		3,138,575		477,442			2,105,378		2,470,026		540,053		3,887,769		53,531,269		--			--		(53,531,269	)		--
Total Long-Term Liabilities		5,019,310			2,149,350		24,138,628		1,528,380			8,025,228		5,319,579		12,485,189		10,448,579		282,158,566		--			3,862,541		(53,531,269	)		232,489,838
Total Liabilities		14,777,663			5,145,185		46,111,800		8,296,625			22,514,230		12,962,158		29,181,407		18,164,444		782,696,115		47,999,999			5,842,934		(101,531,269	)		735,007,780
Equity
Common stock		10,000			10,000		10,000		10,000			10,000		10,000		10,000		10,000		2,688,100		--			1,000		--			2,689,100
Additional paid-in capital		490,000			40,000		490,000		90,000			490,000		--		4,040,000		120,000		30,882,103		--			543,956		--			31,426,059
Retained earnings (deficit)		(54,856	)		1,365,312		550,833		(168,405	)		1,802,171		694,513		6,584,313		825,050		220,651,141		--			27,740,286		--			248,391,427
Member's deficit		--			--		--		--			--		--		--		--		--		21,318,729			--		--			21,318,729
Accumulated comprehensive income (loss)		--			--		--		--			--		--		--		--		--		308,126			--		--			308,126
Total Equity (Deficit)		445,144			1,415,312		1,050,833		(68,405	)		2,302,171		704,513		10,634,313		955,050		254,221,344		21,626,855			28,285,242		--			304,133,441
Total Liabilities and Equity	$	15,222,807		$	6,560,497	$	47,162,633	$	8,228,220		$	24,816,401	$	13,666,671	$	39,815,720	$	19,119,494	$	1,036,917,460	$	69,626,854		$	34,128,176	$	(101,531,269	)	$	1,039,141,221

See independentauditors’ report.

THE HERB CHAMBERS COMPANIES

SCHEDULE IV – COMBININGSTATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER31, 2023

	Herb		Herb			Herb					Herb		Herb<br> Chambers		Herb		Herb		Herb		Herb		Herb		Herb<br> Chambers
	Chambers		Chambers			Chambers		Silver			Chambers		Cambridge		Chambers		Chambers		Chambers		Chambers		Chambers		of
	Route<br> 1, Inc.		I-93,<br> Inc.			Comm<br> Ave. Inc.		Star,<br> Inc.			1172,<br> Inc.		Street,<br> Inc.		Cadillac,<br> Inc.		1186,<br> Inc.		128,<br> Inc.		44,<br> Inc.		Route<br> 9, Inc.		Norwood,<br> Inc.
Sales	$	273,483,250	$	178,147,197		$	77,775,905	$	191,631,092		$	236,240,132	$	125,530,181	$	63,481,609	$	81,340,054	$	80,388,790	$	93,857,453	$	75,252,387	$	79,209,451
Cost<br> of Sales		224,163,957		144,896,809			66,316,198		161,273,760			190,942,636		100,817,945		51,897,981		63,717,175		61,097,366		72,350,978		58,255,943		64,971,739
Gross<br> Profit		49,319,293		33,250,388			11,459,707		30,357,332			45,297,496		24,712,236		11,583,628		17,622,879		19,291,424		21,506,475		16,996,444		14,237,712
Operating<br> Expenses		47,278,720		33,680,938			10,410,559		31,352,199			44,097,174		23,741,613		10,937,907		16,682,152		18,040,062		20,531,310		16,027,814		14,211,931
Income<br> (Loss) from Operations		2,040,573		(430,550	)		1,049,148		(994,867	)		1,200,322		970,623		645,721		940,727		1,251,362		975,165		968,630		25,781
Other<br> Income (Expense)
Investment<br> income		--		--			--		--			--		--		--		--		--		--		--		--
Gain<br> on sale of franchise		--		--			--		--			--		--		--		--		--		--		--		--
Settlement<br> expense		--		--			--		--			--		--		--		--		--		--		--		--
Other<br> income (expense), net		354,875		1,428,916			292,655		2,523,766			--		--		--		--		140,893		168,795		182,588		135,428
Total<br> Other Income (Expense)		354,875		1,428,916			292,655		2,523,766			--		--		--		--		140,893		168,795		182,588		135,428
Net<br> Income (Loss)		2,395,448		998,366			1,341,803		1,528,899			1,200,322		970,623		645,721		940,727		1,392,255		1,143,960		1,151,218		161,209
Other<br> Comprehensive Income Loss
Unrealized<br> holding loss		--		--			--		--			--		--		--		--		--		--		--		--
Comprehensive<br> Income (Loss)	$	2,395,448	$	998,366		$	1,341,803	$	1,528,899		$	1,200,322	$	970,623	$	645,721	$	940,727	$	1,392,255	$	1,143,960	$	1,151,218	$	161,209

See independentauditors’ report.

THE HERB CHAMBERS COMPANIES

SCHEDULE IV – COMBININGSTATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (CONTINUED)

FOR THE YEAR ENDED DECEMBER31, 2023

	Herb		Herb			Herb			Herb				Herb		Herb Chambers		Herb Chambers			Herb Chambers		Herb Chambers			Herb Chambers		Herb Chambers
	Chambers		Chambers of			Chambers of			Chambers		Dinger		Chambers of		Andover		22 Brighton			Boston Post		of			of		of
	I-95, Inc.		Millbury, Inc.			Auburn, Inc.			1168, Inc.		Ford, Inc.		Westborough, Inc.		Street, Inc.		Ave., Inc.			Road, Inc.		Wayland, Inc.			Natick, Inc.		Sudbury, Inc.
Sales	$	70,538,358	$	61,412,172		$	181,962,486		$	53,748,711	$	72,427,366	$	60,706,933	$	59,797,048	$	849,992		$	205,547,381	$	81,209,104		$	122,986,225	$	84,279,262
Cost of Sales		59,161,658		52,347,971			147,640,789			41,715,175		56,747,029		50,312,985		45,228,754		608,551			170,157,806		70,302,569			95,471,664		65,048,625
Gross Profit		11,376,700		9,064,201			34,321,697			12,033,536		15,680,337		10,393,948		14,568,294		241,441			35,389,575		10,906,535			27,514,561		19,230,637
Operating Expenses		10,860,426		9,123,561			34,515,622			10,911,883		14,906,105		10,271,181		12,657,970		303,391			34,790,042		10,576,675			27,102,211		18,664,658
Income (Loss) from Operations		516,274		(59,360	)		(193,925	)		1,121,653		774,232		122,767		1,910,324		(61,950	)		599,533		329,860			412,350		565,979
Other Income (Expense)
Investment income		--		--			--			--		--		--		--		--			--		--			--		--
Gain on sale of franchise		--		--			--			--		--		--		--		--			--		--			--		--
Settlement expense		--		--			--			--		--		--		--		--			--		--			--		--
Other income (expense), net		114,594		169,440			773,753			184,004		233,424		246,442		121,184		47,058			399,834		(150,000	)		841,336		--
Total Other Income (Expense)		114,594		169,440			773,753			184,004		233,424		246,442		121,184		47,058			399,834		(150,000	)		841,336		--
Net Income (Loss)		630,868		110,080			579,828			1,305,657		1,007,656		369,209		2,031,508		(14,892	)		999,367		179,860			1,253,686		565,979
Other Comprehensive Income Loss
Unrealized holding loss		--		--			--			--		--		--		--		--			--		--			--		--
Comprehensive Income (Loss)	$	630,868	$	110,080		$	579,828		$	1,305,657	$	1,007,656	$	369,209	$	2,031,508	$	(14,892	)	$	999,367	$	179,860		$	1,253,686	$	565,979

See independentauditors’ report.

THE HERB CHAMBERS COMPANIES

SCHEDULE IV – COMBININGSTATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (CONTINUED)

FOR THE YEAR ENDED DECEMBER31, 2023

	Herb Chambers			Herb Chambers		Herb			Herb Chambers			Herb Chambers			Herb Chambers			Herb Chambers		Herb Chambers		Total					Jennings Road
	75 Otis			of		Chambers			of			Boston			395			of		62 Cambridge		Retail		HGC			Management
	Street, Inc.,			Burlington, Inc.		1188, Inc.			Millbury II, Inc.			Turnpike, Inc.			Broadway, Inc.			Brookline, Inc.		Street, Inc.		Dealerships		Holdings, LLC			Corp.		Eliminations			Total
Sales	$	41,851,542		$	35,328,195	$	91,657,311		$	10,419,734		$	71,956,447		$	45,551,928		$	93,209,337	$	85,105,958	$	3,086,882,991	$	--		$	154,691,000	$	(154,691,000	)	$	3,086,882,991
Cost of Sales		34,674,219			27,966,490		73,874,277			9,099,557			59,801,923			37,318,558			75,711,143		71,431,587		2,505,323,817		--			--		--			2,505,323,817
Gross Profit		7,177,323			7,361,705		17,783,034			1,320,177			12,154,524			8,233,370			17,498,194		13,674,371		581,559,174		--			154,691,000		(154,691,000	)		581,559,174
Operating Expenses		7,576,163			7,306,292		17,504,203			1,479,489			12,199,940			8,235,954			16,465,400		13,574,223		566,017,768		2,062,421			126,203,094		(156,751,000	)		537,532,283
Income (Loss) from Operations		(398,840	)		55,413		278,831			(159,312	)		(45,416	)		(2,584	)		1,032,794		100,148		15,541,406		(2,062,421	)		28,487,906		2,060,000			44,026,891
Other Income (Expense)
Investment income		--			--		--			--			--			--			--		--		--		5,029,779			--		--			5,029,779
Gain on sale of franchise		--			--		--			--			--			--			--		--		--		--			--		--			--
Settlement expense		--			--		--			--			--			--			--		--		--		--			--		--			--
Other income (expense), net		75,556			93,353		(183,950	)		47,061			276,275			104,039			--		--		8,621,319		--			11,546,244		(2,060,000	)		18,107,562
Total Other Income (Expense)		75,556			93,353		(183,950	)		47,061			276,275			104,039			--		--		8,621,319		5,029,779			11,546,244		(2,060,000	)		23,137,341
Net Income (Loss)		(323,284	)		148,766		94,881			(112,251	)		230,859			101,455			1,032,794		100,148		24,162,725		2,967,358			40,034,150		--			67,164,232
Other Comprehensive Income Loss
Unrealized holding loss		--			--		--			--			--			--			--		--		--		540,140			--		--			540,140
Comprehensive Income (Loss)	$	(323,284	)	$	148,766	$	94,881		$	(112,251	)	$	230,859		$	101,455		$	1,032,794	$	100,148	$	24,162,725	$	3,507,498		$	40,034,150	$	--		$	67,704,372

See independentauditors’ report.

Exhibit 99.3

THE HERB CHAMBERS COMPANIES

UNAUDITEDCOMBINED FINANCIAL

STATEMENTS

FORTHE THREE MONTHS ENDED

MARCH 31, 2025

THE HERB CHAMBERS COMPANIES

CONTENTS

Unaudited Financial Statements

Combined Balance Sheet	1-2
Combined Statement of Operations and Comprehensive Income	3
Combined Statement of Changes in Equity	4
Combined Statement of Cash Flows	5-6
Notes to Combined Financial Statements	7-34

THE HERB CHAMBERS COMPANIES

UNAUDITED COMBINED BALANCESHEET

MARCH31, 2025

Assets
Current Assets
Cash	93,385,094
Investments	74,658,848
Accounts receivable, net of allowance for credit losses<br> of 888,584	80,576,122
Inventories, net	458,369,365
Due from related parties	649,387
Prepaid taxes and expenses	1,488,618
Total Current Assets	709,127,434
Net Property and Equipment	21,098,183
Other Assets
Right of use assets, net	211,907,619
Due from owner	105,320,982
Goodwill	31,612,738
Investment in partnerships	1,151,175
Other assets	261,453
Total Other Assets	350,253,967
Total Assets	1,080,479,584

All values are in US Dollars.

See accompanying notesto the combined financial statements.

THE HERB CHAMBERS COMPANIES

UNAUDITED COMBINED BALANCESHEET

MARCH31, 2025

Liabilities and Equity
Current Liabilities
Floorplan notes payable	$	456,356,735
Current portion of operating lease liabilities		42,239,300
Current portion of finance lease liability		439,105
Accounts payable and other accrued expenses		63,347,507
Total Current Liabilities		562,382,647
Long-Term Liabilities
Insurance loss fund		4,008,636
Operating lease liabilities, net of current portion		169,493,875
Finance lease liability, net of current portion		1,383,329
Total Long-Term Liabilities		174,885,840
Total Liabilities		737,268,487
Equity
Common stock		2,689,100
Additional paid-in capital		31,426,059
Retained earnings		287,425,689
Member's equity		21,373,614
Accumulated comprehensive income		296,635
Total Equity		343,211,097
Total Liabilities and Equity	$	1,080,479,584

See accompanying notesto the combined financial statements.

THE HERB CHAMBERS COMPANIES

UNAUDITEDCOMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

FORTHE THREE MONTHS ENDED MARCH 31, 2025

Sales	$	786,375,637
Cost of Sales		657,118,468
Gross Profit		129,257,169
Operating Expenses		126,084,148
Income from Operations		3,173,021
Other Income, net
Investment income, net		137,594
Other income, net		3,931,628
Total Other Income		4,069,222
Net Income		7,242,243
Other Comprehensive Income
Unrealized holding loss		(34,906	)
Comprehensive Income	$	7,207,337

See accompanying notesto the combined financial statements.

THE HERB CHAMBERS COMPANIES

UNAUDITEDCOMBINED STATEMENT OF CHANGES IN EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Common Stock, beginning of period	$	2,689,100
Common Stock, end of period	$	2,689,100
Additional Paid-in Capital, beginning of period	$	31,426,059
Additional Paid-in Capital,<br> end of period	$	31,426,059
Retained Earnings, beginning of period	$	282,356,061
Net income		7,604,649
Distributions to stockholder		(2,535,021	)
Retained Earnings, end of period	$	287,425,689
Member's Equity, beginning of period	$	24,236,020
Net loss		(362,406	)
Distributions to member		(2,500,000	)
Member's Equity, end of period	$	21,373,614
Accumulated Other Comprehensive Income, beginning of<br> period	$	331,541
Unrealized holding loss		(34,906	)
Accumulated Other Comprehensive Income, end of period	$	296,635
Total Equity, beginning of period	$	341,038,781
Unrealized holding loss		(34,906	)
Distributions to stockholder and member		(5,035,021	)
Net income		7,242,243
Total Equity, end of period	$	343,211,097

See accompanying notesto the combined financial statements.

THE HERB CHAMBERS COMPANIES

UNAUDITED COMBINED STATEMENTOF CASH FLOWS

FOR THE THREE MONTHS ENDEDMARCH 31, 2025

Cash Flows from Operating Activities
Net income	$	7,242,243
Adjustments to reconcile net income to<br> net cash provided by operating activities:
Depreciation expense		1,914,318
Amortization of right of use assets		9,771,113
Allowance for credit losses		24,079
Investment income, net		(137,594	)
Changes in operating assets and liabilities:
Accounts receivable		(7,685,886	)
Inventories		13,746,596
Due from related parties		(250,508	)
Prepaid taxes and expenses		563,620
Accounts payable and other accrued expenses		859,250
Income taxes payable		(545,117	)
Repayments on operating lease liabilities		(9,846,436	)
Insurance loss fund		227,936
Net Cash Provided by Operating Activities		15,883,614
Cash Flows from Investing Activities
Purchases of property and equipment		(981,270	)
Net Cash Used in Investing Activities		(981,270	)

See accompanying notesto the combined financial statements.

THE HERB CHAMBERS COMPANIES

UNAUDITED COMBINED STATEMENTOF CASH FLOWS (CONTINUED)

FOR THE THREE MONTHS ENDEDMARCH 31, 2025

Cash Flows from Financing Activities
Net advances on floorplan notes payable	$	3,255,253
Net repayments on due to/from owner		(384,039	)
Repayments on finance lease liability		(106,062	)
Distributions paid to stockholder and member		(5,035,022	)
Net Cash Used in Financing Activities		(2,269,870	)
Net Increase in Cash		12,632,474
Cash, Beginning of period		80,752,620
Cash, End of period	$	93,385,094

Supplementary Disclosures (Note 12)

See accompanying notesto the combined financial statements.

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 1 - Summary of Significant AccountingPolicies

Business Operationsand Principles of Combination

Entity	Authorized Dealer
Herb Chambers Route 1, Inc.	Lexus
Herb Chambers I-93, Inc.	Mercedes-Benz, AMG and Commercial Vans
Herb Chambers Commonwealth Avenue, Inc.	Porsche
Silver Star, Inc.	Mercedes-Benz, AMG and Commercial Vans
Herb Chambers 1172, Inc.	BMW and Mini
Herb Chambers Cambridge Street, Inc.	Audi
Herb Chambers Cadillac, Inc.	Cadillac, Maserati and Alfa Romeo
Herb Chambers 1186, Inc.	Honda
Herb Chambers 128, Inc.	Honda
Herb Chambers 44, Inc.	Honda
Herb Chambers Route 9, Inc.	Honda (sold franchise December 2024)
Herb Chambers of Brookline, Inc.	Audi
Herb Chambers I-95, Inc.	Chrysler, Jeep, Dodge, Ram and Fiat
Herb Chambers of Millbury, Inc.	Chrysler, Jeep, Dodge, Ram and Fiat
Herb Chambers of Auburn, Inc.	Toyota, Hyundai and Genesis
Herb Chambers 1168, Inc.	Toyota

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 1 - Summary of Significant AccountingPolicies (Continued)

Business Operationsand Principles of Combination (Continued)

Entity	Authorized<br> Dealer
Dave<br> Dinger Ford, Inc.	Ford
Herb Chambers of Westborough,<br> Inc.	Ford
Herb Chambers of Andover<br> Street, Inc.	Chevrolet
Herb Chambers Boston Post<br> Road, Inc.	BMW
Herb Chambers of Wayland,<br> Inc.	Bentley,<br> Rolls Royce, Lamborghini, Alfa Romeo and Maserati
Herb Chambers of Natick,<br> Inc.	Mercedes-Benz, Commercial<br> Vans and AMG
Herb Chambers of Sudbury,<br> Inc.	Land Rover
Herb Chambers 75 Otis Street,<br> Inc.	Infiniti
Herb Chambers of Burlington,<br> Inc.	Kia
Herb Chambers 22 Brighton<br> Ave, Inc.	Vespa & Genuine Scooters
Herb Chambers 1188, Inc.	Land Rover and Jaguar
Herb Chambers of Millbury<br> II, Inc.	Alfa Romeo and Maserati
Herb Chambers 395 Broadway,<br> Inc.	Cadillac
Herb Chambers Boston Turnpike,<br> Inc.	Volvo
Herb Chambers of Norwood,<br> Inc.	Lincoln
Herb Chambers 62 Cambridge,<br> Inc.	Porsche
Jennings Road Management<br> Corp.	Corporate management, insurance<br> and other related services
HGC Holdings, LLC	Liquidity financing and investing

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 1 - Summary of Significant AccountingPolicies (Continued)

Revenue Recognition

1.	Identify<br> the contract with a customer
2.	Identify<br> the performance obligations in the contract(s)
---	---
3.	Determine<br> the transaction price
---	---
4.	Allocate<br> the transaction price to the performance obligations in the contract
---	---
5.	Recognize<br> revenue when or as performance obligations are satisfied
---	---

In the following table of sales, cost of sales and gross profit are disaggregated by major lines of goods and services.

Sales
New vehicle	$	406,040,869
Used vehicle - retail		224,309,519
Used vehicle - wholesale		15,966,354
Service, parts and body		110,244,664
Finance and insurance		29,814,231
Total sales	$	786,375,637
Cost of Sales
New vehicle		371,901,568
Used vehicle - retail		208,369,031
Used vehicle - wholesale		15,647,230
Service, parts and body		61,200,639
Total cost of sales	$	657,118,468
Gross Profit
New vehicle		34,139,301
Used vehicle - retail		15,940,488
Used vehicle - wholesale		319,124
Service, parts and body		49,044,025
Finance and insurance		29,814,231
Total gross profit	$	129,257,169

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 1 - Summary of Significant AccountingPolicies (Continued)

Revenue Recognition(Continued)

The following describes the major product lines, which represent the disaggregation of revenue to transactions that are similar in nature, amount, timing, uncertainties and economic factors.

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 1 - Summary of Significant AccountingPolicies (Continued)

Revenue Recognition(Continued)

The Group may be charged back in the future for commissions received on F&I contracts in the event of early termination by the customer. A reserve for future amounts estimated to be charged back, representing variable consideration, is recorded as a reduction to finance and insurance, net in the combined statements of operations. The reserve is estimated based on the Group’s historical chargeback results and the termination provisions of the applicable contracts, and was $8,387,000 at March 31, 2025, and is recorded in accounts payable and other accrued expenses in the accompanying combined balance sheets.

Concentration of CreditRisk

Investments

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 1 - Summary of Significant AccountingPolicies (Continued)

Inventories

Property and Equipment

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 1 - Summary of Significant AccountingPolicies (Continued)

Goodwill

For the three months ended March 31, 2025, the Group had positive equity and the Group elected to perform a qualitative assessment to determine if it was more likely than not that the fair value of the reporting unit exceeded its carrying value, including goodwill. The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment for the operations.

Insurance Program

Comprehensive Income

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 1 - Summary of Significant AccountingPolicies (Continued)

Advertising

The Group expenses advertising costs as incurred. The Group receives advertising assistance from the manufacturers, which is treated as a reduction of advertising expenses. Advertising costs for the three months ended March 31, 2025, net of assistance, were approximately $4,902,000.

Income Taxes

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 1 - Summary of Significant AccountingPolicies (Continued)

Income Taxes (Continued)

JRM and HGC Holdings, LLC are Connecticut entities and pay no state tax on income and receive no benefit from losses, if any, in that state, in accordance with current state tax laws. In lieu of State of Connecticut income taxes, the Group’s owner is taxed on the Group’s taxable income. During the three months ended March 31, 2025, state temporary differences were immaterial and, accordingly, no deferred state tax provision for income taxes is reflected in the accompanying combined financial statements.

JRM and all other entities included in this combined financial statement, other than Herb Chambers Cadillac, Inc. and HGC Holdings, LLC are taxed at the corporate level for Massachusetts state income tax purposes in accordance with current state tax laws. State income tax expense for the three months ended March 31, 2025 was approximately $3,490,000, respectively, and is included in operating expenses in the accompanying combined statements of operations and comprehensive income.

Accounting for Uncertaintyin Income Taxes

The Group evaluates all significant tax positions as required by GAAP. As of March 31, 2025, the Group does not believe that it has taken any positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next year. The Group files federal, Massachusetts, Connecticut and Rhode Island income tax returns, which represent the major tax jurisdictions of the Group.

Delivery Cost

The Group’s policy is to expense delivery cost in excess of manufactures’ reimbursements as operating expenses.

Sales Taxes Collectedand Remitted to Governmental Authorities

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 1 - Summary of Significant AccountingPolicies (Continued)

Basis of Accountingand Use of Estimates

Major Suppliers andDealership Agreements

Leases

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 1 - Summary of Significant AccountingPolicies (Continued)

Leases (Continued)

Note 2 - Investments

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 2 - Investments (Continued)

Investments classified as available-for-sale consisted of the following at March 31, 2025:

	Investments		Gross		Gross			Investments
	at		unrealized		unrealized			at fair
	Cost		gains		losses			value
Money market funds	$	5,378,253	$	--	$	--		$	5,378,253
Marketable fixed income securities		40,533,492		336,032		(103,948	)		40,765,576
Marketable equity securities		20,199,383		8,253,240		(148,509	)		28,304,114
Other investment securities		133,882		78,258		(1,235	)		210,905
Total	$	66,245,010	$	8,667,530	$	(253,692	)	$	74,658,848

Contractual maturities of available-for-sale debt securities at March 31, 2025, are as follows:

			Estimated
	Cost		Fair Value
Due in one year or less	$	6,751,271	$	6,293,940
Due in 1–2 years		7,909,793		8,024,430
Due in 2–5 years		8,360,980		7,756,237
Due after 5 years		3,261,117		3,931,946
Bond funds with varying maturities		14,250,331		14,759,023
Total investments with contractual maturities	$	40,533,492	$	40,765,576

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FORTHE THREE MONTHS ENDED MARCH 31, 2025

Note2 - Investments (Continued)

Proceeds and net investment income consisted of the following for the three months ended March 31, 2025:

Gross proceeds	$	5,411,413
Gross realized gains	$	872,539
Gross realized losses		(3,706	)
Net unrealized gain		(1,167,838	)
Interest income		336,264
Dividend income		223,738
Amortization of bonds		(37,878	)
Agency expense		(85,525	)
Investment income	$	137,594

Note 3- Fair Value

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FORTHE THREE MONTHS ENDED MARCH 31, 2025

Note 3- Fair Value (Continued)

Investments measured at fair value on a recurring basis are summarized below:

	Fair Value Measurements at March 31, 2025
	Level 1		Level 2		Level 3		Total
Investments:
Money market funds	$	5,378,253	$	--	$	--	$	5,378,253
Marketable fixed income securities		--		40,765,576		--		40,765,576
Marketable equity securities		28,304,114		--		--		28,304,114
Other investment securities		--		210,905		--		210,905
Total investments	$	33,682,367	$	40,976,481	$	--	$	74,658,848

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 4- Accounts Receivable

Accounts receivable classifications include the following:

·	Vehicles<br> and contracts in transit receivables primarily represent receivables from financial institutions<br> for the portion of the vehicle sales price financed by the customer.
·	Service<br> and parts receivables are comprised of amounts due from customers.
---	---
·	Factory,<br> finance and other receivables represent amounts due from manufactures, including holdbacks,<br> rebates, incentives, warranty claims and commissions on the sale of finance and insurance<br> products.
---	---

Accounts receivable consisted of the following at March 31, 2025:

Vehicles and contracts in transit	$	50,471,969
Service and parts		2,851,825
Factory, finance and other		28,140,912
		81,464,706
Less: allowance for credit losses		888,584
Total accounts receivable, net	$	80,576,122

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 4- Accounts Receivable (Continued)

A roll forward of the allowance for credit losses is as follows at March 31, 2025:

Allowance for credit losses, beginning	$	881,912
Provision for credit losses		45,139
Write-offs (recovery)		(38,467	)
Allowance for credit losses, ending	$	888,584

Note 5- Inventories and Floorplan Notes Payable

Inventories consisted of the following at March 31, 2025:

New vehicles	$	317,467,240
Used vehicles		98,882,794
Lease and rental vehicles		52,879,322
Parts, shop and materials		19,721,946
		488,951,302
Less: LIFO reserves		30,581,937
Total inventories, net	$	458,369,365

Inventories

If the first-in, first-out (FIFO) method of inventory valuation on new vehicles had been used, inventory would have been higher by approximately $30,582,000 at March 31, 2025, respectively, and net income would have increased by approximately $625,000 for the three months ended March 31, 2025.

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 5- Inventories and Floorplan Notes Payable (Continued)

FloorplanNotes Payable

The Group has floorplan agreements with Bank of America, N.A., Mercedes-Benz Financial Services USA LLC, Toyota Motor Credit Corporation, Ford Motor Credit Company, and Wells Fargo Bank, N.A. for new, used, lease and rental vehicle financing. The notes are collateralized by all of the business assets of the respective dealerships, all of the products and proceeds thereof. The Mercedes-Benz Financial Services USA LLC, Toyota Motor Credit Corporation, Ford Motor Credit Company, and Wells Fargo Bank, N.A. have the personal guarantee of the Group’s owner. The notes are due when the vehicles are sold. Floorplan notes payable on vehicles have variable interest rates. four agreements with interest based on SOFR rates (4.37 % at March 31, 2025) plus 1.0% to 1.7% and one floorplan agreement with interest based on the prime rate (7.5% at March 31, 2025) plus 1.50%.

The floorplan notes payable agreement with one of the banks is cross-defaulted with other loans from the bank to other entities of the Group and to related real estate entities that are 100% owned by the owner of the Group. These floorplan agreements are guaranteed by the members of the Group and the owner of the Group. The loan agreement contains various financial covenants. At Mar 31, 2025, the Group was in compliance with the financial covenants.

The Group also has loaner and rental vehicle notes payable agreements with BMW North America, Inc. (BMW) and Porsche Financial Services, Inc. for loaner and rental vehicle financing for certain dealerships. The BMW loaner and rental vehicle notes payable agreement has variable interest rates determined monthly based on the prime rate (7.5% at March 31, 2025) less .25%. Lease and rental vehicle notes payable are collateralized by specific vehicles.

At March 31, 2025 the Group had a maximum credit available under the various vehicle financing agreements of $533,410,000, of which $356,356,735, was outstanding. Financing sources provide temporary increases to accommodate fluctuations in units being delivered from the manufacturer.

Total interest expense on floorplan notes payable amounted to approximately $4,800,000 for the three months ended March 31, 2025.

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 6- Net Property and Equipment

Net property and equipment consisted of the following at March 31, 2025:

Buildings and improvements	$	11,017,059
Leasehold improvements		2,413,338
Furniture and fixtures		36,763,985
Machinery and equipment		23,416,630
Company vehicles		9,679,125
Parts and service equipment		9,501,466
Finance leases of buildings		4,382,518
		97,174,121
Less: accumulated depreciation		76,075,938
Net property and equipment	$	21,098,183

Depreciation and amortization expense for the three months ended March 31, 2025 was $1,914,318.

Note 7- Accounts Payable and Other Accrued Expenses

Accounts payable and other accrued expenses consisted of the following at March 31, 2025:

Accounts payable	$	29,590,770
Accrued payroll and payroll taxes		6,210,073
Accrued profit sharing		984,548
Provision for chargebacks		8,387,000
Interest payable		1,438,934
Customer deposits		9,127,317
Other accrued liabilities and current liabilities		7,608,865
Total accounts payable and other accrued expenses	$	63,347,507

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 8- Lines of Credit

No borrowings under the lines of credits were outstanding at March 31, 2025.

Note 9- Leases

Rightof Use Assets and Operating Lease Liabilities

The carrying amount of right of use assets and accumulated amortization as of March 31, 2025 are as follows:

Facilities	$	316,753,545
Parking and storage		11,887,953
		328,641,498
Less: accumulated amortization		116,733,879
Right of use assets, net	$	211,907,619

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 9- Leases (Continued)

Rightof Use Assets and Operating Lease Liabilities (Continued)

Operating lease liabilities at March 31, 2025, are as follows:

Current portion	$	42,239,300
Non-current portion		169,493,875
Operating lease liabilities	$	211,733,175

Aggregate future minimum lease maturities under these leases at March 31, 2025 are as follows:

For the Twelve Months Ending March 31,
2026	$	51,261,245
2027		50,058,459
2028		45,768,969
2029		29,341,369
2030		23,812,279
Thereafter		46,284,747
Total		246,527,068
Less: amount representing interest		34,793,893
Present value of future minimum lease payments	$	211,733,175

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 9- Leases (Continued)

Rightof Use Assets and Operating Lease Liabilities (Continued)

The components of operating lease expense for the three months ended March 31, 2025 included in operating expenses on the accompanying combined statements of operations and comprehensive income is approximately as follows:

Operating lease costs	$	18,500,000
Short-term lease costs		322,000
Sublease income		(9,000	)
Total lease costs	$	18,813,000

FinancingLease

The Group has a finance lease for the use of a building located next to one of the dealerships expiring in January 2029, with a five-year renewal option. The lease includes monthly payments of $ 38,446 through January 2024 and monthly payments of $43,831 thereafter. The asset and liability under the financing lease are recorded at the present value of the minimum lease payments. The financing lease asset has been included in net property and equipment at $4,382,518 at March 31, 2025. The asset is depreciated over its estimated productive life. Accumulated depreciation for the financing lease asset was $2,010,802 at March 31, 2025, and depreciation expense was $154,678 for the three months ended March 31, 2025. The remaining principal balance of $1,822,434 at March 31, 2025, is recorded as financing lease liability, net of $439,105, which is included in current portion of finance lease liability in the accompanying combined balance sheets.

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 9- Leases (Continued)

FinancingLease (Continued)

The following is a schedule of the future minimum lease payments under the finance lease and the present value of the net minimum lease payments at March 31, 2025:

For the Twelve Months Ending March 31,
2026	$	525,968
2027		525,968
2028		525,968
2029		438,307
		2,016,211
Less: amount representing interest		193,777
Total principal payments	$	1,822,434

Note 10- Related Party Transactions

ManagementAgreements

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 10- Related Party Transactions (Continued)

ManagementAgreements (Continued)

For the three months ended March 31, 2025, management fees totaling $19,652,000, respectively, are eliminated from sales and operating expenses and have no effect on reported net income on the accompanying combined statements of operations and comprehensive income.

ConsultingAgreement

The Group has an annual consulting agreement with Chambers Consulting Corp., a company related through common ownership. The annual fee is to be computed at year end based on a formula which takes into account total fees earned by The Herb Chambers Companies less direct expenses and overhead and profit for services not provided by the Group. The consulting agreement includes services relating to banking, financing, factory relationships, human resources, legal, marketing, tax, strategic planning, and acquisition planning. Total consulting fees for the three months ended March 31, 2025 is $10,750,000, and is included in operating expenses on the accompanying combined statements of operations and comprehensive income.

DueFrom (To) Owner

At March 31, 2025, the Group had amounts due to or from the owner. These amounts represent unsecured net non-interest bearing advances and borrowings with no specified maturity date. As of March 31, 2025, the net combined balance due from owner was $105,320,982, and is classified as an other asset on the accompanying combined balance sheets.

InsuranceProgram

The Group administers high deductible programs for the workers’ compensation and property and casualty insurance coverage for the dealerships. The policies, which renew annually on October 1, have deductibles ranging from $5,000 to $350,000; premiums cover all claims over the deductibles. At March 31, 2025, a $245,847 escrow funded by the Group to pay claims is included in other assets on the accompanying combined balance sheets. The dealerships make payments to JRM to create an insurance loss fund which will be used to replenish the escrow as claims within the deductible amount are paid. Since the Group is not an insurance company, it accounts for these payments, net of related premiums and insurance claims paid, as an insurance loss fund liability with a balance of $3,898,747 at March 31, 2025. At March 31, 2025, the insurance policies require the Group to maintain a letter of credit totaling $4,117,000.

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 10- Related Party Transactions (Continued)

Investmentin Partnerships

JRM is the general partner of Avonwood Associates Limited Partnership and Geo Missy Limited Partnership. The Group has elected to account for its one percent ownership in each of the partnerships on the equity method of accounting as it believes that this method best reflects the position of the general partner. No income was recorded for these partnerships for the three months ended March 31, 2025.

Guarantee

Two operating entities in the Group, together with the owner, guarantee a $200,000,000 revolving line of credit. At March 31, 2025, the borrowing entities of the line of credit consisted of twenty-five related party real estate entities that the Group leases primary operating facilities from and are owned by the Group’s owner. The line of credit is used primarily for the purchase of operating facilities. The balance outstanding under the line of credit was $76,847,800 at March 31, 2025. The line of credit expires on September 30, 2025; however, management expects they will renew and extend the line of credit prior to September 30, 2025.

Note 11- Retirement Plan

The Group and its affiliated organizations maintain a 401(k) plan covering all employees who have completed one year of service and attained 18 years of age. Participants may make elective deferrals from 1% to 50% of the participant’s eligible compensation, limited to a maximum annual as set periodically by the Internal Revenue Service. Participants’ contributions are matched by the Group at the rate of 50% up to 4% of the participants’ compensation. For the three months ended March 31, 2025, contributions were $553,104 and is included in operating expenses on the accompanying combined statements of operations and comprehensive income.

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 12- Supplemental Cash Flows

The following cash and non-cash transactions occurred during the three months ended March 31, 2025.

Supplemental disclosures of cash flow information:

Cash paid during the year for:
Interest	$	4,904,899
Income taxes		3,081,258
Supplemental disclosures of non-cash financing and investing activities:
Reinvestment of investment sales proceeds through brokerage accounts	$	5,411,413
Transfer of company vehicles to used vehicle inventory		350,726
Unrealized loss in other comprehensive income		34,906

Note 13- Contingencies and Commitments

THEHERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 13- Contingencies and Commitments (Continued)

On September 10, 2024, the United States Attorney’s Office sent Civil Investigative Demands to eight entities of the Group in connection with its investigation into possible violations of the False Claims Act related to applications submitted for the issuance and forgiveness of Paycheck Protection Program (PPP) loans totaling $7,659,391. The issue concerns whether these entities were eligible for the PPP loans considering an Interim Final Ruling issued by the SBA which limited businesses that are part of a single corporate group to no more than $20,000,000 of PPP loans in the aggregate. Although the Group denies any liability under the False Claims Act or any other law related to this dispute, the Group has agreed to resolve this matter with the United States Attorney’s Office with a settlement payment of $11,841,143, which has been included in accounts payable and other accrued expenses at March 31, 2025 on the accompanying combined balance sheet.

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 14- Common Stock

Common stock is comprised of the following as of March 31, 2025:

					Shares
	Par		Shares		Issued and
	Value		Authorized		Outstanding		Amount
Jennings Road Management Corp.	$	--		5,000		100	$	1,000
Herb Chambers Route 1, Inc.		1,500		200		200		300,000
Herb Chambers I-93, Inc.		25		200		200		5,000
Herb Chambers Commonwealth Avenue, Inc		--		200		200		1,000
Silver Star, Inc.		500		200		200		100,000
Herb Chambers 1172, Inc.		500		200		200		100,000
Herb Chambers Cambridge Street, Inc.		--		200		200		10,000
Herb Chambers Cadillac, Inc.		1		8,000		100		100
Herb Chambers 1186, Inc.		1		15,000		10,000		10,000
Herb Chambers 128, Inc.		1		15,000		10,000		10,000
Herb Chambers 44, Inc.		--		200		200		100,000
Herb Chambers Route 9, Inc.		--		200		200		10,000
Herb Chambers of Norwood, Inc.		--		200		200		50,000
Herb Chambers of Millbury, Inc.		2,500		200		200		500,000
Herb Chambers of Auburn, Inc.		1,630		500		200		326,000
Herb Chambers 1168, Inc.		2,500		200		200		500,000
Dave Dinger Ford, Inc.		--		2,000		1,000		284,000
Herb Chambers of Westborough, Inc.		5		200		200		1,000
Herb Chambers of Andover Street, Inc.		50		200		200		10,000
Herb Chambers 22 Brighton Ave, Inc.		5		200		200		1,000
Herb Chambers Boston Post Road, Inc.		--		200		200		10,000

THE HERB CHAMBERS COMPANIES

NOTESTO UNAUDITED COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Note 14- Common Stock (continued)

					Shares
	Par		Shares		Issued and
	Value		Authorized		Outstanding		Amount
Herb Chambers I-95, Inc.	$	1,250		200		200	$	250,000
Herb Chambers of Wayland, Inc.		--		200		200		10,000
Herb Chambers of Natick, Inc.		--		200		200		10,000
Herb Chambers of Sudbury, Inc.		--		200		200		10,000
Herb Chambers 75 Otis Street, Inc.		--		200		200		10,000
Herb Chambers of Burlington, Inc.		--		200		200		10,000
Herb Chambers of Millbury II, Inc.		--		200		200		10,000
Herb Chambers Boston Turnpike, Inc.		--		200		200		10,000
Herb Chambers 395 Broadway, Inc.		--		200		200		10,000
Herb Chambers of Brookline, Inc.		--		200		200		10,000
Herb Chambers 1188, Inc.				200		200		10,000
Herb Chambers 62 Cambridge Street, Inc.		--		200		200		10,000
				50,900		26,800	$	2,689,100

Note 15 – Subsequent Event

On July 21, 2025, subsequent to the combining balance sheet date, the Group completed its previously announced sale with Asbury Automotive Group, Inc. (“Asbury”) of substantially all of its assets, including real property and businesses of The Herb Chambers Companies (collectively, the “Businesses”), pursuant to a Purchase and Sale Agreement with various entities that comprise the Herb Chambers automotive dealership group for an aggregate net sale price of approximately $1.45 billion, which includes $750 million for goodwill, approximately $610 million for the real estate and leasehold improvements, and approximately $85 million for new vehicles, used vehicles, service loaners vehicles, fixed assets, parts and supplies, which is net of non-manufacturer floorplan of $375 million. The Businesses includes 33 dealerships, 52 franchises and three collision centers. The Group will retain ownership of the Mercedes-Benz of Boston dealership in Somerville, Massachusetts (Herb Chambers I-93, Inc.).

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION

The unaudited pro forma condensed combined financial information presented below is derived from the historical consolidated financial statements of Asbury Automotive Group, Inc. (the "Company") and the historical combined financial statements of The Herb Chambers Companies (the "Herb Chambers Dealerships"), as adjusted, to give effect to the recently completed acquisition (the “Acquisition”) of substantially all of the assets, including real property and businesses of the Herb Chambers Dealerships (collectively, the "Businesses"), which includes 33 dealerships, 52 franchises and three collision centers, pursuant to the Asset Purchase Agreement (the “Asset Purchase Agreement”), executed on July 21, 2025.

The unaudited pro forma condensed financial information also reflects the drawdown of $298.4 million under the new vehicle floor plan facility in our 2023 Senior Credit Facility (the “New Vehicle Floor Plan Facility”), $300.0 million under the used vehicle floor plan facility in our 2023 Senior Credit Facility (the “Used Vehicle Floor Plan Facility”), $650.0 million under the Revolving Credit Facility, $546.5 million under a real estate term loan agreement (the "Real Estate Credit Agreement") and $46.3 million of cash on hand used to fund the purchase price, collectively referred to as the "Financing Adjustments."

All references to the “Combined Company” refer to the historical consolidated financial statements of the Company and the combined financial statements of the Herb Chambers Dealerships, after giving pro forma effect to the Acquisition, collectively referred to as the "Pro Forma Transaction."

The unaudited pro forma condensed combined financial information should be read in conjunction with the following financial statements:

·	the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission<br>(the "SEC") on February 26, 2025;
·	the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2025 filed with the SEC on April 30, 2025;
---	---
·	the audited combined financial statements of The Herb Chambers Companies as of and for the year ended December 31, 2024, which<br>are included in Exhibit 99.2 to this Current Report on Form 8-K; and
---	---
·	the unaudited combined financial statements of The Herb Chambers Companies as of and for the three months ended March 31, 2025,<br>which are included in Exhibit 99.3 to this Current Report on Form 8-K.
---	---

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under Accounting Standards Codification ("ASC") Topic 805, Business Combinations. The acquisition accounting is based on preliminary estimated valuation and other studies to the extent sufficient information is available. The Company will update its preliminary estimated valuation and finalize the acquisition accounting as soon as practicable within the required measurement period. These preliminary estimates are subject to change as the Company finalizes its valuation studies related to assets acquired and liabilities assumed, including identifiable intangible assets and fixed assets. These changes could have a material effect on the accompanying unaudited pro forma condensed combined financial information and the Combined Company's future results of operations and financial position.

Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information of the Combined Company.

ASBURY AUTOMOTIVE GROUP, INC.

Unaudited Pro Forma Condensed Combined BalanceSheet

As of March 31, 2025

(In millions)

	Asbury<br> <br><br> Automotive <br><br> Group, Inc.		Herb Chambers Dealerships<br> <br>(Note 2)		Pro Forma Adjustments<br> <br>(Note 3)			Divestitures<br><br> (Note 4)			Financing Adjustments<br> <br>(Note 5)			Pro<br> Forma <br><br> Combined
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	124.6	$	93.4	$	(93.4	)a	$	145.0		$	(46.3	)o	$	223.3
Short-term investments		6.6		74.7		(74.7	)a		—			—			6.6
Contracts-in-transit, net		263.9		50.5		(50.5	)a		—			—			263.9
Accounts receivable, net		264.7		30.1		(30.1	)a		—			—			264.7
Inventories, net		1,822.4		405.5		0.6	b		(8.5	)		—			2,220.0
Assets held for sale		409.9		—		—			(119.8	)		—			290.1
Other current assets		355.1		55.0		(6.4	)a,f		(0.5	)		—			403.2
Total current assets		3,247.1		709.1		(254.4	)		16.2			(46.3	)		3,671.8
INVESTMENTS		358.9		1.2		(1.2	)a		—			—			358.9
PROPERTY AND EQUIPMENT, net		2,475.1		21.1		608.1	c		(14.2	)		—			3,090.1
OPERATING LEASE RIGHT-OF-USE-ASSETS		218.0		211.9		(184.2	)a,d		—			—			245.7
GOODWILL		1,976.2		31.6		255.2	a,e		(0.8	)		—			2,262.2
INTANGIBLE FRANCHISE RIGHTS		1,816.9		—		463.2	e		(6.1	)		—			2,274.0
OTHER LONG-TERM ASSETS		128.9		105.6		(105.6	)a		—			1.6	n,o		130.5
Total assets	$	10,221.0	$	1,080.5	$	781.1		$	(4.9	)	$	(44.7	)	$	12,033.2
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Floor plan notes payable—trade,<br> net	$	261.8	$	114.5	$	(114.5	)a	$	—		$	—		$	261.8
Floor plan notes payable—non-trade,<br> net		1,201.6		290.3		(290.3	)a		(12.5	)		598.4	o		1,787.5
Current maturities of long-term<br> debt		113.4		0.4		(0.4	)a		—			—			113.4
Current maturities of operating<br> leases		27.3		42.2		(42.2	)a		—			—			27.3
Accounts payable and accrued liabilities		764.5		114.8		(66.0	)a,f		(3.3	)		—			810.0
Deferred revenue—current		239.0		—		—			—			—			239.0
Total current liabilities		2,607.6		562.4		(513.5	)		(15.8	)		598.4			3,239.0
LONG-TERM DEBT		3,015.1		1.4		(1.4	)a		(41.9	)		1,190.8	n,o		4,164.0
LONG-TERM LEASE LIABILITY		198.8		169.5		(141.8	)a,d		—			—			226.5
DEFERRED REVENUE		529.3		—		—			—			—			529.3
DEFERRED INCOME TAXES		185.2		—		—			—			—			185.2
OTHER LONG-TERM LIABILITIES		61.5		4.0		(4.0	)a,f		—			—			61.5
COMMITMENTS AND CONTINGENCIES
Total shareholders' equity		3,623.5		343.2		1,441.8			52.8			(1,833.9	)		3,627.7
Total liabilities and shareholders'<br> equity	$	10,221.0	$	1,080.5	$	781.1		$	(4.9	)	$	(44.7	)	$	12,033.2

ASBURY AUTOMOTIVE GROUP, INC.

Unaudited Pro Forma Condensed Combined Statementof Income

For the Three Months Ended March 31, 2025

(In millions, except per share data)

	Asbury<br> <br><br> Automotive<br><br> Group, Inc.			Herb Chambers Dealerships<br> <br>(Note 2)		Pro Forma Adjustments<br> <br>(Note 3)			Divestitures<br><br> (Note 4)			Financing Adjustments<br> <br>(Note 5)			Pro<br> Forma<br><br> Combined
REVENUE:
New vehicle	$	2,138.1		$	409.5		(19.9	)a	$	(33.8	)	$	—		$	2,493.9
Used vehicle		1,235.8			240.8		(12.8	)a		(21.2	)		—			1,442.6
Parts and service		587.6			110.2		(7.9	)a		(10.0	)		—			679.9
Finance and<br> insurance, net		187.0			30.0		(1.1	)a		(2.2	)		—			213.7
TOTAL REVENUE		4,148.5			790.5		(41.8	)		(67.2	)		—			4,830.1
COST OF SALES:
New vehicle		1,995.0			371.9		(18.2	)a,b		(30.9	)		—			2,317.8
Used vehicle		1,171.3			224.0		(12.8	)a		(20.4	)		—			1,362.1
Parts and service		244.9			61.2		(3.3	)a		(5.4	)		—			297.4
Finance and<br> insurance		13.1			—		—			—			—			13.1
TOTAL COST OF SALES		3,424.3			657.1		(34.4	)		(56.7	)		—			3,990.4
GROSS PROFIT		724.2			133.4		(7.4	)		(10.4	)		—			839.7
OPERATING EXPENSES:
Selling, general, and administrative		456.4			115.9		(22.3	)a,d		(7.4	)		—			542.6
Depreciation and amortization		19.2			1.9		4.3	a,c		(0.1	)		—			25.3
Asset impairments		14.3			—		—			—			—			14.3
INCOME FROM OPERATIONS		234.3			15.5		10.6			(2.9	)		—			257.5
OTHER EXPENSES (INCOME):
Floor plan interest expense		20.7			4.8		(4.8	)a,i		(0.3	)		8.7	j,k,n		29.1
Other interest expense, net		42.3			—		—			(0.1	)		18.7	l,m,n		60.9
Gain on dealership<br> divestitures, net		(4.1	)		—		—			—			—			(4.1	)
Total other<br> expenses (income), net		58.9			4.8		(4.8	)		(0.3	)		27.4			85.9
INCOME BEFORE INCOME TAXES		175.4			10.7		15.4			(2.6	)		(27.4	)		171.6
Income tax expense (benefit)		43.3			3.5		3.2	h		(0.7	)h		(7.0	)h		42.3
NET INCOME	$	132.1		$	7.2	$	12.2		$	(1.9	)	$	(20.4	)	$	129.3
EARNINGS PER SHARE:
Net income—Basic	$	6.73													$	6.60
Net income—Diluted	$	6.71													$	6.56
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		19.6														19.6
Performance share units		0.1														0.1
Diluted		19.7														19.7

ASBURY AUTOMOTIVE GROUP, INC.

Pro Forma Condensed Combined Statement of Income

For the Year Ended December 31, 2024

(In millions, except per share data)

(Unaudited)

	Asbury<br> <br><br> Automotive<br><br> Group, Inc.			Herb Chambers Dealerships<br> <br>(Note 2)			Pro<br> Forma <br><br> Adjustments<br><br> (Note 3)			Divestitures<br><br> (Note 4)			Financing<br><br> Adjustments<br><br> (Note 5)			Pro<br> Forma <br><br> Combined
REVENUE:
New vehicle	$	8,849.7		$	1,695.0		$	(146.1	)a	$	(140.9	)	$	—		$	10,257.7
Used vehicle		5,218.2			954.6			(74.0	)a		(80.3	)		—			6,018.5
Parts and service		2,354.7			441.7			(39.9	)a		(38.8	)		—			2,717.7
Finance and<br> insurance, net		766.0			128.1			(14.8	)a		(7.9	)		—			871.4
TOTAL REVENUE		17,188.6			3,219.4			(274.8	)		(267.8	)		—			19,865.3
COST OF SALES:
New vehicle		8,209.3			1,519.5			(133.1	)a,b		(128.3	)		—			9,467.4
Used vehicle		4,972.7			882.2			(70.1	)a		(77.4	)		—			5,707.4
Parts and service		1,003.5			244.6			(18.7	)a		(21.0	)		—			1,208.4
Finance and<br> insurance		54.4			—			—			—			—			54.4
TOTAL COST OF SALES		14,240.0			2,646.3			(221.8	)		(226.7	)		—			16,437.6
GROSS PROFIT		2,948.6			573.2			(53.0	)		(41.1	)		—			3,427.7
OPERATING EXPENSES:
Selling, general, and administrative		1,888.5			487.5			(95.2	)a,d,g		(29.6	)		—			2,251.2
Depreciation and amortization		75.0			8.3			16.7	a,c		(0.5	)		—			99.5
Asset impairments		149.5			—			—			—			—			149.5
INCOME FROM OPERATIONS		835.6			77.4			25.5			(11.0	)		—			927.5
OTHER EXPENSES (INCOME):
Floor plan interest expense		89.9			22.5			(22.5	)a,i		(1.3	)		34.8	j,k,n		123.4
Other interest expense, net		179.1			—			—			(0.3	)		74.7	l,m,n		253.5
Gain on dealership<br> divestitures, net		(8.6	)		(13.2	)		13.2	a		—			—			(8.6	)
Total other<br> expenses (income), net		260.3			9.3			(9.3	)		(1.6	)		109.5			368.3
INCOME BEFORE INCOME TAXES		575.3			68.1			34.8			(9.5	)		(109.5	)		559.2
Income tax expense (benefit)		145.0			8.9			17.4	h		(2.4	)h		(28.0	)h		140.9
NET INCOME	$	430.3		$	59.1		$	17.5		$	(7.1	)	$	(81.5	)	$	418.3
EARNINGS PER SHARE:
Net income—Basic	$	21.58														$	21.02
Net income—Diluted	$	21.50														$	20.92
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		19.9															19.9
Performance share units		0.1															0.1
Diluted		20.0															20.0

1.	Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined information depicts the accounting for the Acquisition ("Pro Forma Adjustments"), along with the Acquisition financing ("Financing Adjustments") and present reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur ("Management's Adjustments"). In addition, the unaudited pro forma condensed combined information depicts the divestiture of two Lexus dealerships and two General Motors dealerships (the "Divestitures") due to manufacturer requirements upon the consummation of the Acquisition. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary to assist in understanding the Combined Company.

The acquisition of the Herb Chambers Dealerships is accounted for as a business combination using the acquisition method of accounting under ASC Topic 805, Business Combinations. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition, with any excess purchase price allocated to goodwill. To date, the Company has estimated a preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on available information, and will complete the allocation of such purchase price as further information becomes available. The final purchase price allocation may differ from that reflected in the unaudited pro forma condensed combined financial information and these differences may be material.

The unaudited pro forma condensed combined statements of income for the year ended December 31, 2024 and the three months ended March 31, 2025 assume that the Acquisition and the related financing, along with the Divestitures, occurred on January 1, 2024.

The unaudited pro forma condensed combined consolidated balance sheet as of March 31, 2025 assumes that the Transaction and the related financing, along with the Divestitures, occurred on March 31, 2025.

Additionally, the assets, liabilities and financial results of Herb Chambers I-93, Inc., and Herb Chambers Route 9, Inc. have also been excluded from the pro forma financial information since they were excluded from the Acquisition.

Management of the Company is currently in the process of conducting a more detailed review of accounting policies used in the historical financial statements of the Herb Chambers Dealerships to determine if differences in accounting policies require any reclassification to conform to the Company’s accounting policies and classifications. As a result, we may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.

The pro forma adjustments reported in these financial statements are based upon available information and certain assumptions that the Company’s management believe are reasonable. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not intended to represent or be indicative of what the results of operations or financial condition would have been had the Pro Forma Transaction actually occurred on the date indicated, nor is it meant to be indicative of future results of operations or financial condition for any future period or as of any future date. The unaudited pro forma condensed combined financial information does not reflect the realization of any expected cost savings or other synergies from the Acquisition. See the accompanying Note 6, Management's Adjustments, for details on expected cost savings. The unaudited pro forma condensed combined financial information of the Combined Company should be read in conjunction with the audited and unaudited historical financial statements and related notes of the Company and the Herb Chambers Dealerships for the year ended December 31, 2024 and the three months ended March 31, 2025.

2. Reclassifications

The following reclassification adjustments were made to conform the presentation of the Herb Chambers Dealerships financial information to the Company’s presentation:

Presentation in Herb Chambers<br><br> Dealerships Combined Statements of<br><br> Operations and Comprehensive Income	Presentation in Unaudited Pro <br><br>Forma Condensed Combined<br><br> Statements of Income	Three Months <br><br>Ended March 31,<br><br> 2025		Year Ended<br><br> December 31,<br><br> 2024
		(Dollars in millions)
Operating expenses	Floor plan interest expense	$	4.8	$	22.5
Operating expenses	Depreciation and amortization		1.9		8.3
Operating expenses	Income tax expense (benefit)		3.5		8.9
Operating expenses	Selling, general, and administrative		115.9		468.5
Investment income, net	Revenue—Finance and insurance, net		0.1		4.9
Gain on sale of franchise	Gain on dealership divestitures, net		—		13.2
Settlement expense	Selling, general, and administrative		—		11.8
Other income, net	Revenue—New vehicle		3.5		16.5
Other income, net	Revenue—Used vehicle		0.5		1.6
Other income, net	Selling, general, and administrative		0.1		(4.7	)
Presentation in Herb Chambers<br><br> Dealerships Combined Balance Sheet	Presentation in Unaudited Pro Forma <br><br>Condensed Combined Balance Sheet	As of March 31, 2025
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		(Dollars in millions)
Accounts receivable, net	Contracts-in-transit, net	$	50.5
Due from related parties	Other current assets		0.6
Prepaid taxes and expenses	Other current assets		1.5
Inventories, net	Other current assets		52.9
Investment in partnerships	Investments		1.2
Due from owner	Other long-term assets		105.3
Current portion of finance lease liability	Current maturities of long-term debt		0.4
Floor plan notes payable	Accounts payable and accrued liabilities		51.5
Floor plan notes payable	Floor plan notes payable—trade, net		114.5
Floor plan notes payable	Floor plan notes payable—non-trade, net		290.3
Insurance loss fund	Other long-term liabilities		4.0
Finance lease liability, net of current portion	Long-term debt		1.4

3. Pro Forma Adjustments

The pro forma adjustments set forth in the unaudited pro forma condensed combined financial information reflect the following:

a.	The elimination of assets and liabilities not assumed in connection with the Acquisition and the related income and expense items.<br>These adjustments include the elimination of rent expense of $16.4 million and $51.3 million for the three months ended March 31,<br>2025 and the year ended December 31, 2024, respectively, related to real property acquired by the Company.
b.	Recording the preliminary fair value estimate of inventory acquired of $406.1 million adjusted to exclude a last-in, first-out<br>("LIFO") reserve of $28.1 million. Based on the preliminary fair value estimate, no significant future income statement<br>impact is anticipated related to this fair value adjustment. In addition, the impact of the LIFO reserve within the historical Herb Chambers<br>Dealerships was eliminated from the Unaudited Pro Forma Condensed Combined Statements of Income for the year ended December 31, 2024<br>and the three months ended March 31, 2025, resulting in a $2.3 million and $0.6 million increase, respectively, to income<br>before taxes.
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c.	The preliminary adjustment of $610.0 million to reflect the fair value of real property and leasehold improvements acquired.<br>The estimated fair value of property and equipment is expected to be depreciated over their estimated useful lives as shown below. Depreciation<br>expense of $4.4 million and $17.5 million for the three months ended March 31, 2025 and the year ended December 31,<br>2024, respectively, was recorded
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using the adjusted fair values and is reflected in the Unaudited Pro Forma Condensed Combined Statements of Income.

The asset classes and estimated useful lives are summarized below:

Asset Class	Estimated useful life
Land	N/A
Buildings	10-40 years
Parts and service equipment	5-10 years
Office furniture and equipment	3-10 years
Company vehicles and other transportation equipment	3-5 years
Construction in progress	N/A
d.	The preliminary adjustment to record the right-of-use assets for the operating leases assumed in the Acquisition was $27.7 million,<br>with corresponding adjustments to the long-term lease liability. In addition, an adjustment to selling, general, and administrative expenses<br>of $1.5 million and $5.9 million for the three months ended March 31, 2025 and the year ended December 31, 2024, respectively,<br>was recorded in the Unaudited Pro Forma Condensed Combined Statements of Income in connection with lease rent expense for the assumed<br>leases.
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e.	The recording of $286.8 million of goodwill and $463.2 million of franchise rights acquired. Goodwill represents the excess<br>cost of the Herb Chambers Dealerships over the estimated fair value of the identifiable net assets acquired. Indefinite-lived franchise<br>rights intangible assets represent the Company's rights under franchise agreements with manufacturers, which are recorded at an individual<br>franchise level.
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f.	The recording of assumed other current assets and accounts payable and accrued liabilities.
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g.	Represents the recording of $2.2 million in additional transaction costs incurred by the Company subsequent to March 31, 2025.<br>These costs will not affect the Company's income statement beyond 12 months after the acquisition date.
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h.	Represents an adjustment to income tax expense as a result of the Herb Chambers Dealerships historically being pass-through entities.<br>The income tax rate of 25.6% used in this adjustment is based on the Company's expected blended statutory rate incorporating the Herb<br>Chambers Dealerships.
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i.	Elimination of floor plan interest expense associated with floor plan liabilities not assumed.
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4. Divestitures

The divestiture adjustments set forth in the unaudited pro forma condensed combined financial information reflect the pending disposal of stores driven by manufacturer requirements arising from the Acquisition.

The Company expects to sell four stores for an estimated $202.6 million to satisfy these manufacturer requirements. As of March 31, 2025, two stores met the criteria to be classified as assets held for sale in the Unaudited Pro Forma Condensed Combined Balance Sheet. The $119.8 million adjustment to assets held for sale relates to these two stores and is inclusive of approximately $86.8 million carrying value of goodwill and franchise rights intangible assets and $22.9 million carrying value of real property. The carrying value of goodwill and franchise rights intangible assets of $6.9 million and of real property of $13.3 million associated with the remaining two stores that did not meet the criteria for assets held for sale as of March 31, 2025 have been adjusted in the Unaudited Pro Forma Condensed Combined Balance Sheet.

The Company estimates a pre-tax gain of $52.8 million as a result of the divestitures of these four dealerships.

The Unaudited Pro Forma Condensed Combined Statements of Income have been adjusted to remove all income and expense items associated with the four stores for the year ended December 31, 2024 and the three months ended March 31, 2025.

5. Financing Adjustments

The financing adjustments set forth in the unaudited pro forma condensed combined financial information reflect the resultant changes in the Company's cash, indebtedness and interest expense that have occurred in conjunction with the Acquisition. As it relates to the financings noted in (j), (k), (l) and (m) below for which interest expense is based on a variable interest rate, a change in the interest rate of 0.125% would result in an increase or decrease in floor plan interest expense of $0.2 million and $0.7 million for the three months ended March 31, 2025 and the year ended December 31, 2024, respectively, and in other interest expense, net of $0.4 million and $1.6 million for the three months ended March 31, 2025 and the year ended December 31, 2024, respectively.The financing adjustments include the following:

j.	Floor plan interest expense of $4.2 million and $16.7 million for the three months ended March 31, 2025 and year ended<br>December 31, 2024, respectively, related to the $298.4 million financing of new vehicle inventory acquired from the Herb Chambers<br>Dealerships.
k.	Floor plan interest expense of $4.4 million and $17.7 million for the three months ended March 31, 2025 and year ended<br>December 31, 2024, as a result of a $300.0 million drawdown on the Company's Used Vehicle Floor Plan Facility used to finance<br>the transaction.
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l.	Other interest expense of $8.8 million and $35.0 million for the three months ended March 31, 2025 and year ended December 31,<br>2024, respectively, as a result of borrowings of $546.5 million on the Company's Real Estate Credit Agreement.
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m.	Other interest expense of $9.8 million and $39.1 million for the three months ended March 31, 2025 and year ended December 31,<br>2024, respectively, as a result of borrowings of $650.0 million on the Company's Revolving Credit Facility.
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n.	Represents debt issuance costs of $1.6 million and $5.7 million related to the borrowings on the Revolving Credit Facility<br>and the Real Estate Credit Agreement, respectively. These costs are reflected as a $1.6 million increase to other long-term assets<br>and a $5.7 million offset to the associated Real Estate Credit Agreement liability on the balance sheet. The Company estimates additional<br>floor plan interest expense of $0.1 million and $0.3 million for the three months ended March 31, 2025 and year ended December 31,<br>2024, respectively, and other interest expense, net of $0.1 million and $0.6 million for the three months ended March 31,<br>2025 and year ended December 31, 2024, respectively, related to the amortization of these deferred financing fees.
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o.	The balance sheet impact of the financing adjustments described above was a decrease in cash of $46.3 million, an increase in<br>other long-term assets of $1.6 million, a $598.4 million increase in new and used floor plan liabilities, and a $1,190.8 million<br>increase in long term debt related to the Real Estate Credit Agreement and Revolving Credit Facility borrowings.
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6. Management's Adjustments

The tables below reflect estimated cost savings consisting of a reduction of executive compensation based on historical amounts reflected in the Herb Chambers Dealerships financial statements and transaction costs incurred by the Company and the Herb Chambers Dealerships directly related to the Herb Chambers Dealerships acquisition.

These items below reflect Management's Adjustments that are, in the opinion of management, deemed necessary for a fair statement of the unaudited pro forma combined financial information presented. The adjustments presented in the table below include forward-looking information subject to safe-harbor protections of the Securities Exchange Act of 1934, and future results may vary to what is presented below.

	For the Three Months <br><br>Ended March 31, 2025			For the Year Ended<br><br> December 31, 2024
	(In millions)
Pro forma combined net income	$	129.3		$	418.3
Management's adjustments:
Executive compensation savings		12.0			65.6
Transaction costs		4.7			—
Income tax expense		(4.3	)		(16.8	)
Pro forma combined net income after management's adjustments	$	141.7		$	467.1

	For the Three Months Ended March 31, 2025
	Pro forma combined		Cost savings, net of tax		Pro forma combined, <br><br>after cost savings
Earnings per share
Basic	$	6.60	$	0.63	$	7.23
Diluted	$	6.56	$	0.63	$	7.19
Weighted average number of shares (in millions)
Basic		19.6				19.6
Diluted		19.7				19.7
	For the Year Ended December 31, 2024
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	Pro forma combined		Cost savings, net of tax		Pro forma combined, <br><br>after cost savings
Earnings per share
Basic	$	21.02	$	2.45	$	23.47
Diluted	$	20.92	$	2.44	$	23.36
Weighted average number of shares (in millions)
Basic		19.9				19.9
Diluted		20.0				20.0