FORWARD-LOOKING STATEMENT SAFE HARBOR

Certain of the discussions and information included in this report may constitute "forward-looking statements" within the meaning of the federal securities laws. Such statements can generally be identified by words such as "may," "target," "could," "would," "will," "should," "believe," "expect," "anticipate," "plan," "intend," "foresee" and other similar words or phrases. Forward-looking statements are statements that are not historical in nature and may include statements relating to our goals, plans and projections regarding industry and general economic trends, our expected financial position, results of operations or market position, our business strategy and the expectations and assumptions of our management with respect to, among other things:

• our ability to improve our margins, operating cash flows, availability of capital and liquidity;

• our estimated future capital expenditures;

• our ability to mitigate expected continued negative trends in new vehicle sales through the continued long-term stability our parts and service business;

• the variable nature of significant components of our cost structure and our advantageous brand mix;

• manufacturers' willingness to continue to use incentive programs in the near future to drive demand for their product offerings;

• our ability to implement our dealer management system in a cost-efficient manner;

• our acquisition and divestiture strategies;

• our ability to collect amounts owed to us by manufacturers, some of which are experiencing financial difficulties;

• the continued availability of floor plan financing for inventory;

• the ability of consumers to secure vehicle financing;

• the continuation of recent industry-wide gains in market share of the luxury and mid-line import brands;

• cost savings resulting from the relocation of our corporate offices, the reorganization of our retail network, and our store-level productivity initiatives;

• our estimated future restructuring costs; and

• our ability to reduce our annual cash expenditures.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual future results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include:

• changes in general economic and business conditions, including changes in consumer confidence levels, interest rates, consumer credit availability, and employment levels;

• changes in laws and regulations governing the operation of automobile franchises, including trade restrictions, accounting standards, taxation requirements, and environmental laws;

• changes in the price of oil and gasoline;

• our ability to generate sufficient cash flows, maintain our liquidity and obtain additional funds for working capital, capital expenditures, acquisitions and other corporate purposes, if necessary;

• our continued ability to comply with any covenants in various of our financing and lease agreements, or to obtain waivers of these covenants as necessary;

• the reputation and financial health and viability of vehicle manufacturers whose brands we sell, and their ability to design, manufacture, deliver and market their vehicles successfully;

• our relationship with, and the financial stability of, our lenders and lessors;

• our ability to execute our restructuring programs and other initiatives and other strategies;

• our ability to leverage gains from our dealership portfolio; and

• continued disruptions in the financial markets.

Many of these factors are beyond our ability to control or predict, and their ultimate impact could be material. Forward-looking statements also include, but are not limited to, those described under Item 1A entitled, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2008 and in other filings made from time to time with the SEC by us. Forward-looking statements speak only as of the date they are made, and we assume no obligation to update any forward-looking statements.

OVERVIEW

We are one of the largest automotive retailers in the United States operating 106 franchises (81 dealership locations) in 21 metropolitan markets within 11 states as of September 30, 2009. We offer an extensive range of automotive products and services,

including new and used vehicles; vehicle maintenance, replacement parts and collision repair services; and financing, insurance and service contracts. We offer 37 domestic and foreign brands of new vehicles, including 7 heavy truck brands. We also operate 25 collision repair centers that serve customers in our local markets.

During the first quarter of 2009, we completed the relocation of our corporate headquarters to Duluth, Georgia, and announced the elimination of our regional management structure. Our retail network is made up of the following locally-branded dealership groups: our Coggin dealerships, operating primarily in the Florida markets of Jacksonville, Fort Pierce and Orlando; our Courtesy dealerships operating in Tampa, Florida; our Crown dealerships operating in New Jersey, North Carolina, South Carolina and Virginia; our Nalley dealerships operating in Atlanta, Georgia; our McDavid dealerships operating throughout Texas; our North Point dealerships operating in Little Rock, Arkansas; our California dealerships operating in Los Angeles and Fresno; our Plaza dealerships operating in St. Louis, Missouri; and our Gray-Daniels dealerships operating in Jackson, Mississippi.

Our revenues are derived primarily from: (i) the sale of new vehicles to individual retail customers ("new light vehicle retail") and commercial customers ("fleet"), and the sale of new heavy trucks ("heavy trucks") (the terms "new light vehicle retail," "fleet" and "heavy trucks" being collectively referred to as "new"); (ii) the sale of used vehicles to individual retail customers ("used retail") and to other dealers at auction ("wholesale") (the terms "used retail" and "wholesale" being collectively referred to as "used");
(iii) maintenance and collision repair services and the sale of automotive parts (collectively referred to as "parts and service"); and (iv) the arrangement of vehicle financing and the sale of various insurance, warranty and maintenance products (collectively referred to as "F&I"). We evaluate the results of our new and used vehicle sales based on unit volumes and gross profit per vehicle sold, our parts and service operations based on aggregate gross profit, and F&I based on F&I per vehicle sold. We assess the organic growth of our revenue and gross profit by comparing the year-to-year results of stores that we have operated for at least twelve full months.

Our organic growth is dependent upon the execution of our balanced automotive retailing and service business strategy, our strong brand mix, which is heavily weighted towards luxury and mid-line import brands and the production of attractive products by automotive manufacturers whose brands we sell. Our vehicle sales have historically fluctuated with general, local and national economic conditions, including consumer confidence, availability of consumer credit and fuel prices. We believe that the impact on our business by any future negative trends in new vehicle sales will be partially mitigated by (i) the expected relative stability of our parts and service operations over the long-term, (ii) the variable nature of significant components of our cost structure and (iii) our advantageous brand mix. Although the current economic slowdown has resulted in reduced vehicle sales, historically, our brand mix has been less affected by market volatility than the U.S. automobile industry as a whole. We expect the recent industry-wide gain in market share of the luxury and mid-line import brands to continue over the long term.

Our gross profit margin varies with our revenue mix. The sale of new vehicles generally results in lower gross profit margin than used vehicle sales and sales of parts and service. As a result, when used vehicle and parts and service revenue increases as a percentage of total revenue, we expect our overall gross profit margin to increase. We continue to implement new initiatives specifically designed to improve our high margin businesses and to leverage our selling, general and administrative ("SG&A") expense structure, although such initiatives may not keep pace with declining margins and lower gross profit as a result of lower sales volumes.

SG&A expenses consist primarily of fixed and incentive-based compensation, advertising, rent, insurance, utilities and other customary operating expenses. A significant portion of our cost structure is variable (such as sales commissions), or controllable (such as advertising), generally allowing us to adapt to changes in the retail environment over the long term. We evaluate commissions paid to salespeople as a percentage of retail vehicle gross profit and all other SG&A expenses in the aggregate as a percentage of total gross profit.

Our operating results are generally subject to changes in the economic environment as well as seasonal variations. We tend to generate more revenue and operating income in the second and third quarters than in the first and fourth quarters of the calendar year. Generally, the seasonal variations in our operations are caused by factors related to weather conditions, changes in manufacturer incentive programs, model changeovers and consumer buying patterns, among other things. We anticipate that in the near-term certain automotive manufacturers will continue to use a combination of vehicle pricing and financing incentive programs to attempt to increase demand for their product offerings, although no assurance can be provided in this regard.

The automotive retail market declined significantly throughout 2008, reflecting the impact of weak economic conditions in the U.S. and globally, including turmoil in the debt markets, broad declines in the equity markets, consumer confidence, rising unemployment and continued weakness in the housing market. The effects of these conditions have continued through the third quarter of 2009, as the seasonally adjusted annual rate ("SAAR") of new vehicle sales in the U.S., which was over 16.0 million from 1999 to 2007, decreased to approximately 10.2 million for the first nine months of 2009. Tighter lending standards for automotive financing and certain manufacturers' decisions to reduce support of customer leasing programs have limited some customers' ability to purchase or otherwise acquire vehicles. While U.S. vehicle sales for all major vehicle manufacturers have declined during the recent difficult economic environment, U.S. domestic manufacturers have experienced a disproportionate amount of the decline in U.S. industry-wide vehicle sales over recent years.

These conditions were partially offset in the third quarter of 2009 by the federal government's Car Allowance Rebate System ("CARS") program, otherwise known as "Cash for Clunkers". This program provided consumers a rebate between $3,500 and $4,500

if they traded in an eligible vehicle in connection with the purchase of a more fuel efficient new vehicle. It is estimated by the U.S. Department of Transportation that this program led to the sale of nearly 700,000 new vehicles during July and August, and the U.S. new vehicle retail SAAR reached 14.1 million in August 2009. We sold approximately 3,300 new vehicles in connection with the CARS program, and we believe the attention that this program created increased traffic at our stores and led to additional new and used vehicle sales that were not part of the CARS program. In September 2009, after the expiration of the Cash for Clunkers program, the U.S. new vehicle SAAR was 9.2 million. The federal government's CARS program may have accelerated future demand into the third quarter of 2009 and as a result sales volumes experienced during the quarter may not be sustainable in any future periods.

MANAGEMENT'S RESPONSE TO THE CURRENT ECONOMIC ENVIRONMENT

Notwithstanding the improved financial results we experienced due to the CARS program, we expect the remainder of 2009 to continue to be a very challenging retail environment, which we believe will continue to negatively impact new vehicle revenue and the associated F&I revenue. In addition, the weak economic conditions have resulted in period over period parts and service sales declines. We expect the luxury and mid-line import brands, which comprised approximately 87% of our light vehicle revenue in the third quarter of 2009, will continue to increase their share of the U.S. market over the long-term. Excluding the impact of impairment expenses in 2008, we expect to experience lower net income in 2009 as compared to 2008, as a result of our expectations (i) of lower revenues and gross profit margins across all of our business lines in 2009, and (ii) that consumers will continue to experience difficulty securing vehicle financing.

In response to the weakening U.S. automotive retail environment in 2008 and our expectation for continued weakness in U.S. automotive sales in 2009, we took a number of actions designed to reduce our overhead and more closely align the expense structure of our dealerships to current business levels. These actions, which were initiated during the third quarter of 2008, include the relocation of our corporate offices, the elimination of our regional management structure and store-level productivity initiatives. The relocation of our corporate offices has delivered annualized cost savings of approximately $3.5 million resulting principally from staffing reductions, and expected rent savings would increase annualized savings to approximately $4.5 million. Beginning in the third quarter of 2009, we began to recognize virtually all of the approximately $10.0 million of annualized rent and personnel savings related to the elimination of the regional management structure. We began to experience the benefit from our restructuring plans in January 2009, and we expect to begin to receive the full recurring benefit beginning in 2010. Our restructuring plans, store-level productivity initiatives and variable cost structure delivered $17.9 million in same store operating expense reduction during the third quarter of 2009, when compared to the prior year quarter.

Since the beginning of the fourth quarter of 2008, we have temporarily suspended our strategy of growing our business through acquisitions, eliminated our dividend payments, significantly reduced our capital expenditure plans and generated $12.9 million in net proceeds from the sale of assets and paid down $75 million (12%) of our non-floor plan debt. Also during this period, we have focused on improving our working capital by (i) increasing our floor plan notes payable related to our loaner vehicles and new vehicles obtained from third-party dealerships, (ii) continuing to lower our inventory balances and
(iii) improving our collection of contracts-in-transit and accounts receivable.

We are also currently engaged in numerous additional store-level productivity initiatives, including (i) the transition to one common dealership management system, (ii) centralized processing of payroll and (iii) the consolidation of dealership accounting functions. We believe that our current liquidity position and plans for adhering to a disciplined capital spending budget will allow us to maintain operational growth, including the initiatives mentioned above, through our operating cash flow.

We are subject to a number of financial covenants in our various debt agreements. We have recently modified certain of those covenants in a manner which in turn reduced the level of cash flow from operations necessary to remain in compliance with those covenants in the current depressed economic environment. In connection therewith, we agreed to (i) a reduction in total credit commitments, (ii) additional restrictions on new indebtedness and
(iii) an increase in the interest rates on outstanding borrowings. Refer to the "Liquidity and Capital Resources" section below for further discussion of our debt agreements and the covenant amendments.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2009 Compared to the Three Months Ended
September 30, 2008



                                                            For the Three Months Ended
                                                                  September 30,
                                                                             Increase          %
                                                2009          2008          (Decrease)       Change
                                                       (In millions, except per share data)
REVENUES:
New vehicle                                    $ 560.5      $   673.4      $     (112.9 )       (17 )%
Used vehicle                                     243.4          248.8              (5.4 )        (2 )%
Parts and service                                152.8          165.3             (12.5 )        (8 )%
Finance and insurance, net                        26.3           31.9              (5.6 )       (18 )%

Total revenues                                   983.0        1,119.4            (136.4 )       (12 )%
GROSS PROFIT:
New vehicle                                       40.1           46.9              (6.8 )       (14 )%
Used vehicle                                      19.4           20.8              (1.4 )        (7 )%
Parts and service                                 76.9           83.1              (6.2 )        (7 )%
Finance and insurance, net                        26.3           31.9              (5.6 )       (18 )%

Total gross profit                               162.7          182.7             (20.0 )       (11 )%
OPERATING EXPENSES:
Selling, general and administrative              129.4          147.3             (17.9 )       (12 )%
Depreciation and amortization                      5.6            6.0              (0.4 )        (7 )%
Other operating (income) expenses, net            (0.2 )         (0.1 )            (0.1 )      (100 )%

Income from operations                            27.9           29.5              (1.6 )        (5 )%
OTHER INCOME (EXPENSE):
Floor plan interest expense                       (4.2 )         (6.9 )            (2.7 )       (39 )%
Other interest expense                            (9.4 )        (10.8 )            (1.4 )       (13 )%
Convertible debt discount amortization            (0.5 )         (0.8 )            (0.3 )       (38 )%
Interest income                                     -             0.1              (0.1 )      (100 )%
Loss on extinguishment of long-term debt            -            (1.7 )            (1.7 )      (100 )%

Total other expense, net                         (14.1 )        (20.1 )            (6.0 )       (30 )%

Income before income taxes                        13.8            9.4               4.4          47 %
INCOME TAX EXPENSE                                 4.3            2.5               1.8          72 %

INCOME FROM CONTINUING OPERATIONS                  9.5            6.9               2.6          38 %
DISCONTINUED OPERATIONS, net of tax               (2.1 )         (1.4 )             0.7          50 %

NET INCOME                                     $   7.4      $     5.5      $        1.9          35 %

Income from continuing operations per common
share-Diluted                                  $  0.29      $    0.21      $       0.08          38 %

Net income per common share-Diluted            $  0.22      $    0.17      $       0.05          29 %

                                                   For the Three Months Ended
                                                          September 30,
                                                    2009                 2008
 REVENUE MIX PERCENTAGES:
 New light vehicle                                     53.7 %               55.6 %
 New heavy trucks                                       3.3 %                4.6 %
 Used retail                                           19.6 %               16.9 %
 Used wholesale                                         5.2 %                5.3 %
 Parts and service                                     15.5 %               14.8 %
 Finance and insurance, net                             2.7 %                2.8 %

 Total revenue                                        100.0 %              100.0 %


 GROSS PROFIT MIX PERCENTAGES:
 New light vehicle                                     23.9 %               24.6 %
 New heavy trucks                                       0.7 %                1.1 %
 Used retail                                           12.9 %               12.0 %
 Used wholesale                                        (1.0 )%              (0.7 )%
 Parts and service                                     47.3 %               45.5 %
 Finance and insurance, net                            16.2 %               17.5 %

 Total gross profit                                   100.0 %              100.0 %


 SG&A EXPENSES AS A PERCENTAGE OF GROSS PROFIT         79.5 %               80.6 %

Income from continuing operations and net income increased $2.6 million and $1.9 million, respectively, during the third quarter of 2009, as compared to the third quarter of 2008. Total gross profit for the third quarter of 2009 decreased $20.0 million (11%) when compared to the prior year quarter, however this decline was offset by a $17.9 million (12%) decrease in operating expenses and a $2.7 million (39%) decrease in floor plan interest expense. Our operations during the three months ended September 30, 2009 and 2008 were impacted by certain items that are not core dealership items, which we believe are important to highlight when reviewing our results and should be considered when forecasting our future results. Income from continuing operations during the three months ended September 30, 2009 and 2008 included "non-core items" as detailed in the table below:

                                                   For the Three Months Ended
                                                          September 30,
                                                    2009                2008
                                                          (In millions)
     NON-CORE ITEMS
     Dealer management system transition costs   $       1.2         $       0.2
     Restructuring costs                                 1.2                 1.5
     Reversal of tax reserves                           (0.8 )              (1.1 )
     Loss on extinguishment of long-term debt             -                  1.7
     Tax benefit of non-core items above                (0.9 )              (1.4 )

     Total non-core items                        $       0.7         $       0.9

The non-core items shown in the table above include (i) costs associated with transitioning our dealerships to DealerTrack's Arkona dealer management system,
(ii) restructuring costs consisting of severance and retention expenses related to the relocation of our corporate headquarters and the elimination of our regional management structure; and the acceleration of lease costs associated with our former New York office, (iii) the reversal of tax reserves as a result of the expiration of the statute of limitations of certain income tax liabilities and (iv) the loss on extinguishment of long-term debt as a result of our decision to terminate our credit facility with JPMorgan in September 2008.

Included in the $2.6 million increase in income from continuing operations was
(i) a $2.7 million (39%) decrease in floor plan interest expense, due to lower average new vehicle inventory balances and lower short-term interest rates,
(ii) a $1.4 million (13%) decrease in other interest expense, due to a lower average long-term debt balance and (iii) a $1.7 million loss on the extinguishment of long-term debt in the third quarter of 2008, as a result of our decision to terminate a credit facility with JPMorgan Chase Bank, N.A.

The $136.4 million (12%) decrease in total revenue was primarily a result of a $112.9 million (17%) decrease in new vehicle revenue and a $12.5 million (8%) decrease in parts and service revenue.

The $20.0 million (11%) decrease in total gross profit was a result of a $6.8 million (14%) decrease in new vehicle gross profit, a $6.2 million (7%) decrease in parts and service gross profit and a $5.6 million (18%) decrease in F&I gross profit. Our total gross

profit margin increased 30 basis points to 16.6%, principally as a result of a mix shift away from our lower margin new vehicle business to our higher margin parts and service business.

We expect the current economic environment of high unemployment, tight lending standards and low consumer confidence to continue for the remainder of 2009 and into 2010, which may negatively impact our revenues. In addition, the federal government's CARS program may have accelerated future demand into the third quarter of 2009. As a result, we believe it is extremely difficult to forecast future trends in the automotive retail industry. However, we believe that our luxury and mid-line import brand mix and our cost reduction initiatives have positioned us to remain profitable at the current level of U.S. SAAR for new vehicle unit sales.

New Vehicle



                                              For the Three Months Ended
                                                    September 30,                   Increase           %
                                                2009                2008           (Decrease)        Change
                                                  (Dollars in millions, except for per vehicle data)
Revenue:
New vehicle revenue-same store(1)
Luxury brands                              $        166.8         $   218.7       $      (51.9 )        (24 )%
Mid-line import brands                              285.6             322.0              (36.4 )        (11 )%
Mid-line domestic brands                             68.9              76.7               (7.8 )        (10 )%
Value brands                                          6.3               4.8                1.5           31 %

Total light vehicle revenue-same
store(1)                                            527.6             622.2              (94.6 )        (15 )%
Heavy truck brands                                   32.9              51.2              (18.3 )        (36 )%

Total new vehicle revenue-same store(1)             560.5             673.4             (112.9 )        (17 )%
New vehicle revenue-acquisitions                       -                 -

New vehicle revenue, as reported           $        560.5         $   673.4       $     (112.9 )        (17 )%

. . .