The holding company that owns most assets of Prime Automotive Group — one of the largest dealership groups in the country — is raising doubts in audited financial statements released last month about whether it can continue as a going concern.
The May 14 regulatory filing with the U.S. Securities and Exchange Commission also reveals that some automakers since February have sent franchise termination notices or are threatening to terminate dealer agreements. In addition, the holding company is exploring various options for Prime's future, ranging from a possible public company listing to the divestiture of dealerships.
An expiring credit agreement is the impetus for the going-concern warning.
The registration statement for the GPB Automotive Portfolio limited partnership — the holding company that owns 30 of 31 Prime dealerships — reveals that Prime's credit agreement for vehicle floorplanning, mort- gages and other debt led by M&T Bank Corp. is set to end in February.
"We have determined that there is substantial doubt as to our ability to continue as a going concern, due to the expiration of the credit facility for the majority of our dealerships within 12 months, as well as certain other factors," the filing states. "Our inability to extend the maturity of our credit facility, or replace the credit facility, prior to its maturity in February 2022 would materially adversely affect our financial condition, results of operations, cash flows and business operations."
GPB Capital Holdings, an alternative asset management firm and the limited partnership's general partner, said in a statement to Automotive News that the GPB Automotive Portfolio has seen improved profitability on an adjusted basis and an increase in cash since 2018. A GPB spokesman said the going-concern doubts are related to the timing of Prime's floorplan loan being set to expire in less than a year and are not connected to the operations or profitability of the dealerships.
"Auditing standards required the auditor to issue the going concern qualification," the GPB Capital statement said. "Absent that, [GPB] management believes a clean audit opinion would have been issued."