Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GROUP 1 AUTOMOTIVE INC | |
Entity Central Index Key | 1,031,203 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 19,911,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 41,575 | $ 28,787 |
Contracts-in-transit and vehicle receivables, net | 249,706 | 306,433 |
Accounts and notes receivable, net | 178,339 | 188,611 |
Inventories, net | 1,721,249 | 1,763,293 |
Prepaid expenses and other current assets | 80,957 | 42,062 |
Total current assets | 2,271,826 | 2,329,186 |
PROPERTY AND EQUIPMENT, net | 1,348,521 | 1,318,959 |
GOODWILL | 945,835 | 913,034 |
INTANGIBLE FRANCHISE RIGHTS | 287,366 | 285,632 |
OTHER ASSETS | 33,194 | 24,254 |
Total assets | 4,886,742 | 4,871,065 |
CURRENT LIABILITIES: | ||
Floorplan notes payable - credit facility and other | 1,147,892 | 1,240,695 |
Offset account related to floorplan notes payable - credit facility | (119,562) | (86,547) |
Floorplan notes payable - manufacturer affiliates | 404,233 | 397,183 |
Offset account related to floorplan notes payable - manufacturer affiliates | (24,500) | (22,500) |
Current maturities of long-term debt and short-term financing | 76,412 | 77,609 |
Current liabilities from interest rate risk management activities | 682 | 1,996 |
Accounts payable | 442,577 | 412,981 |
Accrued expenses | 189,027 | 177,070 |
Total current liabilities | 2,116,761 | 2,198,487 |
LONG-TERM DEBT, net of current maturities | 1,357,998 | 1,318,184 |
DEFERRED INCOME TAXES | 138,478 | 124,404 |
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 1,597 | 8,583 |
OTHER LIABILITIES | 99,296 | 97,125 |
STOCKHOLDERS’ EQUITY: | ||
Common stock, $0.01 par value, 50,000 shares authorized; 25,511 and 25,515 issued, respectively | 255 | 255 |
Additional paid-in capital | 288,492 | 291,461 |
Retained earnings | 1,339,185 | 1,246,323 |
Accumulated other comprehensive loss | (126,358) | (123,226) |
Treasury stock, at cost; 5,150 and 4,617 shares, respectively | (328,962) | (290,531) |
Total stockholders’ equity | 1,172,612 | 1,124,282 |
Total liabilities and stockholders’ equity | $ 4,886,742 | $ 4,871,065 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Common stock, $0.01 par value, 50,000 shares authorized; 25,511 and 25,515 issued, respectively | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 50,000,000 | 50,000,000 |
Shares issued (in shares) | 25,511,000 | 25,515,000 |
Treasury stock (in shares) | 5,150,000 | 4,617,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
REVENUES: | ||||
REVENUES | $ 2,943,462 | $ 2,672,195 | $ 5,803,488 | $ 5,191,024 |
COST OF SALES: | ||||
Cost of sales | 2,505,299 | 2,267,303 | 4,945,562 | 4,402,610 |
GROSS PROFIT | 438,163 | 404,892 | 857,926 | 788,414 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 308,092 | 298,568 | 632,439 | 588,347 |
DEPRECIATION AND AMORTIZATION EXPENSE | 16,638 | 14,093 | 32,980 | 27,699 |
ASSET IMPAIRMENTS | 4,268 | 0 | 4,268 | 0 |
INCOME FROM OPERATIONS | 109,165 | 92,231 | 188,239 | 172,368 |
OTHER EXPENSE: | ||||
Floorplan interest expense | (14,563) | (13,226) | (28,650) | (25,168) |
Other interest expense, net | (19,414) | (17,315) | (38,234) | (34,314) |
INCOME BEFORE INCOME TAXES | 75,188 | 61,690 | 121,355 | 112,886 |
PROVISION FOR INCOME TAXES | (18,725) | (22,557) | (29,078) | (39,814) |
NET INCOME | $ 56,463 | $ 39,133 | $ 92,277 | $ 73,072 |
BASIC EARNINGS PER SHARE (in dollars per share) | $ 2.72 | $ 1.84 | $ 4.42 | $ 3.42 |
Weighted average common shares outstanding (in shares) | 20,036 | 20,516 | 20,167 | 20,604 |
DILUTED EARNINGS PER SHARE (in dollars per share) | $ 2.72 | $ 1.84 | $ 4.42 | $ 3.42 |
Weighted average common shares outstanding (in shares) | 20,046 | 20,522 | 20,176 | 20,609 |
CASH DIVIDENDS PER COMMON SHARE (in dollars per share) | $ 0.256144440792765 | $ 0.24 | $ 0.516401846427567 | $ 0.48 |
New vehicle retail sales | ||||
REVENUES: | ||||
REVENUES | $ 1,555,570 | $ 1,448,768 | $ 3,069,160 | $ 2,785,981 |
COST OF SALES: | ||||
Cost of sales | 1,478,988 | 1,373,857 | 2,917,151 | 2,641,843 |
Used vehicle retail sales | ||||
REVENUES: | ||||
REVENUES | 821,853 | 685,949 | 1,602,423 | 1,346,876 |
COST OF SALES: | ||||
Cost of sales | 770,639 | 641,036 | 1,507,714 | 1,256,958 |
Used vehicle wholesale sales | ||||
REVENUES: | ||||
REVENUES | 92,854 | 99,377 | 196,883 | 203,534 |
COST OF SALES: | ||||
Cost of sales | 92,613 | 99,644 | 194,987 | 203,701 |
Parts and service sales | ||||
REVENUES: | ||||
REVENUES | 358,129 | 331,631 | 707,644 | 651,329 |
COST OF SALES: | ||||
Cost of sales | 163,059 | 152,766 | 325,710 | 300,108 |
Finance, insurance and other, net | ||||
REVENUES: | ||||
REVENUES | $ 115,056 | $ 106,470 | $ 227,378 | $ 203,304 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||||
NET INCOME | $ 56,463 | $ 39,133 | $ 92,277 | $ 73,072 |
Other comprehensive income (loss), net of taxes: | ||||
Foreign currency translation adjustment | (24,186) | 4,462 | (16,315) | 8,600 |
Unrealized gain (loss) on interest rate risk management activities, net of tax | 3,778 | (581) | 13,183 | 2,076 |
Unrealized gain (loss) arising during the period, net of tax benefit (provision) of ($1,078), $1,542, ($3,570), and $1,308, respectively | 3,414 | (2,570) | 11,305 | (2,180) |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES | (20,408) | 3,881 | (3,132) | 10,676 |
COMPREHENSIVE INCOME | 36,055 | 43,014 | 89,145 | 83,748 |
SG&A | ||||
Other comprehensive income (loss), net of taxes: | ||||
Reclassification adjustment for loss included in interest expense, net of tax benefit of $336, $1,193, $813, and $2,554, respectively | (698) | 0 | (698) | 0 |
Interest Expense | ||||
Other comprehensive income (loss), net of taxes: | ||||
Reclassification adjustment for loss included in interest expense, net of tax benefit of $336, $1,193, $813, and $2,554, respectively | $ 1,062 | $ 1,989 | $ 2,576 | $ 4,256 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Tax benefit (provision) of unrealized gain | $ (1,078) | $ 1,542 | $ (3,570) | $ 1,308 |
Tax benefit (provision) of reclassification adjustment | 593 | 2,554 | ||
SG&A | ||||
Tax benefit (provision) of reclassification adjustment | (220) | 0 | (220) | 0 |
Interest Expense | ||||
Tax benefit (provision) of reclassification adjustment | $ 336 | $ 1,193 | $ 813 | $ 2,554 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - 6 months ended Jun. 30, 2018 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock |
BALANCE (in shares) at Dec. 31, 2017 | 25,515 | |||||
BALANCE at Dec. 31, 2017 | $ 1,124,282 | $ 255 | $ 291,461 | $ 1,246,323 | $ (123,226) | $ (290,531) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 92,277 | 92,277 | ||||
Other comprehensive income, net | (3,132) | (3,132) | ||||
Purchases of treasury stock | (51,276) | (51,276) | ||||
Net issuance of treasury shares to employee stock compensation plans (in shares) | (3) | |||||
Net issuance of treasury shares to employee stock compensation plans | 12 | (12,833) | 12,845 | |||
Stock-based compensation | 9,864 | 9,864 | ||||
Cash dividends, net of estimated forfeitures relative to participating securities | (10,812) | (10,812) | ||||
BALANCE (in shares) at Jun. 30, 2018 | 25,512 | |||||
BALANCE at Jun. 30, 2018 | 1,172,612 | $ 255 | $ 288,492 | 1,339,185 | $ (126,358) | $ (328,962) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Impact of ASC 606 cumulative adjustment | $ 11,397 | $ 11,397 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 92,277 | $ 73,072 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 32,980 | 27,699 |
Deferred income taxes | 5,591 | 11,095 |
Asset impairments | 4,268 | 0 |
Stock-based compensation | 9,891 | 10,459 |
Amortization of debt discount and issue costs | 1,526 | 1,849 |
Gain on disposition of assets | (20,686) | (314) |
Other | 65 | (676) |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | ||
Accounts payable and accrued expenses | 26,121 | (28,480) |
Accounts and notes receivable | 21,185 | 13,582 |
Inventories | 47,272 | (142,165) |
Contracts-in-transit and vehicle receivables | 56,725 | 53,405 |
Prepaid expenses and other assets | (9,842) | (4,900) |
Floorplan notes payable - manufacturer affiliates | (3,535) | 37,779 |
Deferred revenues | (732) | (243) |
Net cash provided by operating activities | 263,106 | 52,162 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid in acquisitions, net of cash received | (74,865) | (95) |
Proceeds from disposition of franchises, property and equipment | 75,923 | 2,582 |
Purchases of property and equipment, including real estate | (88,230) | (67,266) |
Deposits for real estate and dealership acquisitions | (655) | (57,099) |
Other | 0 | 2,074 |
Net cash used in investing activities | (87,827) | (119,804) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings on credit facility - floorplan line and other | 3,323,798 | 3,369,580 |
Repayments on credit facility - floorplan line and other | (3,461,494) | (3,288,367) |
Borrowings on credit facility - acquisition line | 98,596 | 47,509 |
Repayments on credit facility - acquisition line | (84,884) | (15,000) |
Borrowings on other debt | 111,142 | 5,137 |
Principal payments on other debt | (75,784) | (542) |
Borrowings on debt related to real estate, net of debt issue costs | 54,711 | 12,901 |
Principal payments on debt related to real estate | (63,368) | (13,897) |
Employee stock purchase plan purchases, net of employee tax withholdings | 11 | 2,487 |
Proceeds from termination of mortgage swap | 918 | 0 |
Repurchases of common stock, amounts based on settlement date | (51,276) | (39,025) |
Dividends paid | (10,836) | (10,200) |
Net cash provided by (used in) financing activities | (158,466) | 70,583 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (2,812) | 117 |
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 14,001 | 3,058 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 29,631 | 24,246 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | 43,632 | 27,304 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Purchases of property and equipment, including real estate, accrued in accounts payable | $ 8,630 | $ 11,105 |
Interim Financial Information
Interim Financial Information | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
INTERIM FINANCIAL INFORMATION | INTERIM FINANCIAL INFORMATION Business and Organization Group 1 Automotive, Inc., a Delaware corporation, is a leading operator in the automotive retailing industry with business activities in 15 states in the United States of America (“U.S.”), 32 towns in the United Kingdom (“U.K.”) and four states in Brazil. Group 1 Automotive, Inc. and its subsidiaries are collectively referred to as the “Company” in these Notes to Consolidated Financial Statements. The Company, through its regions, sells new and used cars and light trucks; arranges related vehicle financing; sells service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts. As of June 30, 2018 , the Company’s U.S. retail network consisted of 116 dealerships within the following states: Alabama, California, Florida, Georgia, Kansas, Louisiana, Maryland, Massachusetts, Mississippi, New Hampshire, New Jersey, New Mexico, Oklahoma, South Carolina, and Texas. The President of U.S. Operations reports directly to the Company's Chief Executive Officer and is responsible for the overall performance of the U.S. region, as well as for overseeing the market directors and dealership general managers. In addition, as of June 30, 2018 , the Company had two international regions: (a) the U.K., which consisted of 47 dealerships and (b) Brazil, which consisted of 17 dealerships. The operations of the Company's international regions are structured similar to the U.S. region. The Company's operating results are generally subject to seasonal variations, as well as changes in the economic environment. This seasonality is generally attributable to consumer buying trends and the timing of manufacturer new vehicle model introductions. In addition, in some regions of the U.S., vehicle purchases decline during the winter months due to inclement weather. As a result, U.S. revenues and operating income are typically lower in the first and fourth quarters and higher in the second and third quarters. For the U.K., the first and third quarters tend to be stronger, driven by the vehicle license plate change months of March and September. For Brazil, the Company expects higher volumes in the third and fourth calendar quarters. The first quarter in Brazil is generally the weakest, driven by more consumer vacations and activities associated with Carnival. Other factors unrelated to seasonality, such as changes in economic conditions, manufacturer incentive programs, seasonal weather events and changes in currency exchange rates may exaggerate seasonal or cause counter-seasonal fluctuations in the Company's revenues and operating income. Due to seasonality and other factors, the results of operations for the interim period are not necessarily indicative of the results that will be realized for any other interim period or for the entire fiscal year. Basis of Presentation The accompanying unaudited condensed Consolidated Financial Statements and footnotes thereto that include financial information as of June 30, 2018 and for the three and six months ended June 30, 2018 and 2017 have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and are unaudited. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included in the accompanying unaudited condensed Consolidated Financial Statements. All business acquisitions completed during the periods presented have been accounted for by applying the acquisition method of accounting, and their results of operations are included from the effective dates of the closings of the acquisitions. The allocations of purchase price to the assets acquired and liabilities assumed are assigned and recorded based on estimates of fair value and are subject to change within the purchase price allocation period (generally one year from the respective acquisition date). All intercompany balances and transactions have been eliminated in consolidation. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (“ 2017 Form 10-K”). Business Segment Information The Company has three reportable segments: the U.S., which includes the activities of the Company's corporate office, the U.K. and Brazil. The reportable segments are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by its chief operating decision maker to allocate resources and assess performance. The Company's chief operating decision maker is its Chief Executive Officer. See Note 15 , “Segment Information” , for additional details regarding the Company's reportable segments. Statements of Cash Flows With respect to all new vehicle floorplan borrowings, the manufacturers of the vehicles draft the Company’s credit facilities directly with no cash flow to or from the Company. With respect to borrowings for used vehicle financing in the U.S., the Company finances up to 85% of the value of the used vehicle inventory and the funds flow directly to the Company from the lender. In the U.K. and Brazil, the Company chooses which used vehicles to finance and the borrowings flow directly to the Company from the lender. All borrowings from, and repayments to, lenders affiliated with the vehicle manufacturers (excluding the cash flows from or to manufacturer affiliated lenders participating in the Company’s syndicated lending group under the Revolving Credit Facility) are presented within Cash Flows from Operating Activities on the Consolidated Statements of Cash Flows. All borrowings from, and repayments to, the syndicated lending group under the Revolving Credit Facility (as defined in Note 9 , “Credit Facilities”) (including the cash flows from or to manufacturer affiliated lenders participating in the facility), as well as borrowing from, and repayments to, the Company’s other credit facilities, are presented within Cash Flows from Financing Activities. Cash paid for interest, including the monthly settlement of the Company’s interest rate derivatives, was $62.9 million and $57.1 million for the six months ended June 30, 2018 and 2017 , respectively. Cash paid for taxes, net of refunds, was $12.8 million for the six months ended June 30, 2018. Cash paid for taxes, net of refunds, was $28.6 million for the six months ended June 30, 2017. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Consolidated Balance Sheets to the total of the same amounts shown in the Consolidated Statements of Cash Flows. See Note 11 , “Fair Value Measurements” , for additional details regarding the Company's restricted cash balances. June 30, 2018 December 31, 2017 (In thousands) Cash and cash equivalents $ 41,575 $ 28,787 Restricted cash, included in other assets 2,057 844 Total cash, cash equivalents, and restricted cash $ 43,632 $ 29,631 Recently Adopted Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendment addresses several specific cash flow issues with the objective of reducing the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The Company adopted ASU 2016-15 during the first quarter of 2018. The adoption of this ASU did not materially impact its net income, retained earnings, consolidated financial statements, results of operations or cash flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force ( “ EITF ” ) . The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted ASU 2016-18 during the first quarter of 2018. The adoption of this ASU did not materially impact its consolidated financial statements, results of operations or cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The amendments in this update clarify the definition of a business in order to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU should be applied prospectively. The Company adopted ASU 2017-01 during the first quarter of 2018. The adoption of this ASU did not materially impact its consolidated financial statements or results of operations. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The amendments in this update provide clarity and reduce both diversity in practice and cost and complexity when applying the guidance of Topic 718 to a change to the terms or conditions of a share-based payment award. Under the new guidance, an entity will not apply modification accounting to a share-based payment award if all of the following are the same immediately before and after the change: 1) the award's fair value (or calculated value or intrinsic value, if those measurement methods are used), 2) the award's vesting conditions, and 3) the award's classification as an equity or liability instrument. The Company adopted ASU 2017-09 during the first quarter of 2018. The adoption of this ASU did not impact its consolidated financial statements or results of operations. Adoption of ASC Topic 606, "Revenue from Contracts with Customers" Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”) , and all subsequent amendments issued thereafter, that amends the accounting guidance on revenue recognition. The Company adopted Topic 606 using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018, with a cumulative-effect adjustment to retained earnings recognized as of the date of adoption. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting policies under Topic 605. The Company identified its material revenue streams to be the sale of new and used vehicles; arrangement of associated vehicle financing and the sale of service and other insurance contracts; the performance of vehicle maintenance and repair services; and the sale of vehicle parts. The Company concluded that no changes to the timing of revenue recognition for the sale of new and used vehicles, as well as vehicle parts are necessary. As it relates to the performance of vehicle maintenance and repair services recognized as a part of Parts and service sales in the accompanying Consolidated Statements of Operations, the Company identified a change in its accounting policies and procedures. Through December 31, 2017, the Company recognized revenue once the maintenance or repair services were completed and the vehicle was delivered to the customer. Under Topic 606, the Company determined that it has an enforceable right to payment during the course of the work being performed in certain jurisdictions and, thus, the Company changed its policy under Topic 606 for those jurisdictions to recognize revenue over time as the maintenance and repair services are performed. With regards to the revenue generated from the arrangement of vehicle financing and the sale of service and other insurance contracts recognized as a part of Finance, insurance and other, net in the accompanying Consolidated Statements of Operations, the Company also identified a change in the Company’s accounting policies and procedures. Generally, the Company receives an upfront commission for these transactions from the finance or insurance provider and recognizes the associated revenue when the contract is executed. In some cases, the Company also earns retrospective commission income by participating in the future profitability of the portfolio of contracts sold by the Company. Through December 31, 2017, the Company’s accounting policy was to recognize upfront commission income earned when the contract was executed and the amount was determinable, and to recognize retrospective commission income as the amounts were determined and realized. The Company concluded that this retrospective commission income represents variable consideration for which the Company’s performance obligation is satisfied when the finance or insurance product contract is executed with the end user. Under the new standard, an estimate of variable consideration, subject to a constraint, is to be included in the transaction price and recognized when or as the performance obligation is satisfied. Therefore, the Company’s accounting policy changed under Topic 606 such that the Company will estimate the amount of future earnings that it will realize from the ultimate profitability of the portfolio of contracts subject to a retrospective commission and recognize such estimate, subject to any constraint in the estimate, upfront when the contract is executed with the end user. The Company's estimates of the amount of variable consideration to be ultimately realized will be reassessed at the end of each reporting period and changes in those estimates will be adjusted through revenue. As a result of adopting Topic 606 and implementing the changes aforementioned, the Company recognized net, after-tax cumulative effect adjustments to increase retained earnings as of the date of adoption for maintenance and repair services of $4.8 million and for the arrangement of associated vehicle financing and the sale of service and other insurance contracts of $6.6 million . The cumulative effect of the changes made to the Company’s Consolidated Balance Sheet as of January 1, 2018 for the adoption of Topic 606 were as follows: January 1, 2018 Balance at Adjustment due to Balance Sheet (In thousands) Assets Accounts and notes receivable, net $ 188,611 $ 11,623 $ 200,234 Inventories, net 1,763,293 (3,660 ) 1,759,633 Prepaid expense and other current assets 42,062 8,683 50,745 Liabilities Accounts payable $ 412,981 $ 1,756 $ 414,737 Deferred income taxes 124,404 3,493 127,897 Stockholders' equity Retained earnings $ 1,246,323 $ 11,397 $ 1,257,720 The impact of applying Topic 606 for the three and six months ended June 30, 2018 was as follows: Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Higher / (Lower) As Reported Balances Without Adoption of Topic 606 Effect of Change Higher / (Lower) Income Statement (In thousands) (In thousands) Revenues Parts and service sales $ 358,129 $ 356,580 $ 1,549 $ 707,644 $ 707,572 $ 72 Finance, insurance and other, net 115,056 116,074 (1,018 ) 227,378 228,196 (818 ) Cost of sales Parts and service sales $ 163,059 $ 162,695 $ 364 $ 325,710 $ 325,811 $ (101 ) Selling, general and administrative expenses 308,092 307,808 284 632,439 632,351 88 Provision for income taxes 18,725 18,776 (51 ) 29,078 29,280 (202 ) Net income $ 56,463 $ 56,529 $ (66 ) $ 92,277 $ 92,808 $ (531 ) The impact of applying Topic 606 at June 30, 2018 was as follows: June 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Higher / (Lower) Balance Sheet (In thousands) Assets Accounts and notes receivable, net $ 178,339 $ 166,795 $ 11,544 Inventories, net 1,721,249 1,724,761 (3,512 ) Prepaid expense and other current assets 80,957 73,091 7,866 Liabilities Accounts payable $ 442,577 $ 440,763 $ 1,814 Deferred income taxes 138,478 135,199 3,279 Stockholders' equity Retained earnings and accumulated other comprehensive income $ 1,339,185 $ 1,328,380 $ 10,805 Refer to Note 2 , “Revenue” for further discussion of the Company’s significant revenue streams. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The amendments in this ASU relate to the accounting for leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of evaluating the impact that adoption will have on its consolidated balance sheet and statement of income. However, the Company expects that the adoption of the provisions of the ASU will have a significant impact on its consolidated balance sheet, as currently approximately half of its real estate is rented, not owned, via operating leases. Adoption of this ASU is required to be done using a modified retrospective approach. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments . The amendment replaces the current incurred loss impairment methodology of recognizing credit losses when a loss is probable, with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to assess credit loss estimates. The standard will be effective for fiscal years beginning after December 15, 2019, with early adoption permitted for periods after December 15, 2018. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements or results of operations, but does not expect the impact of the amendments in this ASU to be significant. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The amendment eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. The amendments in this update should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2019. Earlier application is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the impact of the adoption of the ASU to have a material impact on its consolidated financial statements, results of operations or cash flows. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 715): Targeted Improvements to Accounting for Hedging Activities. The amendments in this update better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The amendments to cash flow and net investment hedge relationships should be applied using a modified retrospective approach while the presentation and disclosure requirements are applied prospectively, effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements or results of operations, but does not expect the impact of the amendments in this ASU to be significant. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . The amendments in this update will permit entities to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax legislation enacted by the U.S. government on December 22, 2017, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), to retained earnings. The FASB gave entities the option to reclassify these amounts rather than require reclassification and the option to apply the guidance retrospectively or in the period of adoption. The amendments in this update are effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements or results of operations, but does not expect the impact of the amendments in this ASU to be significant. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE As discussed in Note 1 , “Interim Financial Information” , the Company’s material revenue streams are the sale of new and used vehicles; arrangement of associated vehicle financing and the sale of service and other insurance contracts; the performance of vehicle maintenance and repair services (including collision restoration); and the sale of vehicle parts. The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 (1) 2018 2017 (1) (In thousands) REVENUES: New vehicle retail sales $ 1,555,570 $ 1,448,768 $ 3,069,160 $ 2,785,981 Used vehicle retail sales 821,853 685,949 1,602,423 1,346,876 Used vehicle wholesale sales 92,854 99,377 196,883 203,534 Total new and used vehicle sales 2,470,277 2,234,094 4,868,466 4,336,391 Vehicle parts sales 85,356 78,430 170,552 153,095 Maintenance and repair sales 272,773 253,201 537,092 498,234 Total parts and service sales 358,129 331,631 707,644 651,329 Finance, insurance and other, net 115,056 106,470 227,378 203,304 Total revenues $ 2,943,462 $ 2,672,195 $ 5,803,488 $ 5,191,024 (1) As described in Note 1, “Interim Financial Information”, prior period amounts have not been adjusted under the modified retrospective approach. The following table presents the Company's revenues disaggregated by its geographical segments: Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 U.S. U.K. Brazil Total U.S. U.K. Brazil Total (In thousands) (In thousands) REVENUES: New vehicle retail sales $ 1,146,882 $ 338,635 $ 70,053 $ 1,555,570 $ 2,236,835 $ 693,039 $ 139,286 $ 3,069,160 Used vehicle retail sales 592,007 208,108 21,738 821,853 1,155,837 400,657 45,929 1,602,423 Used vehicle wholesale sales 42,781 46,527 3,546 92,854 96,783 92,712 7,388 196,883 Total new and used vehicle sales 1,781,670 593,270 95,337 2,470,277 3,489,455 1,186,408 192,603 4,868,466 Vehicle parts sales 73,673 10,476 1,207 85,356 148,028 19,991 2,533 170,552 Maintenance and repair sales 215,216 47,520 10,037 272,773 425,375 91,146 20,571 537,092 Total parts and service sales 288,889 57,996 11,244 358,129 573,403 111,137 23,104 707,644 Finance, insurance and other, net 97,442 15,617 1,997 115,056 193,629 29,880 3,869 227,378 Total revenues $ 2,168,001 $ 666,883 $ 108,578 $ 2,943,462 $ 4,256,487 $ 1,327,425 $ 219,576 $ 5,803,488 Three Months Ended June 30, 2017 (1) Six Months Ended June 30, 2017 (1) U.S. U.K. Brazil Total U.S. U.K. Brazil Total (In thousands) (In thousands) REVENUES: New vehicle retail sales $ 1,143,771 $ 231,415 $ 73,582 $ 1,448,768 $ 2,162,020 $ 490,055 $ 133,906 $ 2,785,981 Used vehicle retail sales 536,193 128,406 21,350 685,949 1,058,140 243,775 44,961 1,346,876 Used vehicle wholesale sales 66,476 30,448 2,453 99,377 137,021 60,957 5,556 203,534 Total new and used vehicle sales 1,746,440 390,269 97,385 2,234,094 3,357,181 794,787 184,423 4,336,391 Vehicle parts sales 70,853 6,178 1,399 78,430 137,608 12,458 3,029 153,095 Maintenance and repair sales 211,845 30,872 10,484 253,201 416,249 61,373 20,612 498,234 Total parts and service sales 282,698 37,050 11,883 331,631 553,857 73,831 23,641 651,329 Finance, insurance and other, net 94,552 9,784 2,134 106,470 180,371 18,812 4,121 203,304 Total revenues $ 2,123,690 $ 437,103 $ 111,402 $ 2,672,195 $ 4,091,409 $ 887,430 $ 212,185 $ 5,191,024 (1) As described in Note 1, “Interim Financial Information”, prior period amounts have not been adjusted under the modified retrospective approach. New and Used Vehicle Sales Specific to the sale of new and used vehicles, the Company has a single performance obligation associated with these contracts - the delivery of the vehicle to the customer, which is the point at which transfer of control occurs. Revenue from the sale of new and used vehicles is recognized upon satisfaction of the performance obligation (i.e., delivery of the vehicle to the customer). In some cases, the Company uses a third-party auction as an agent to facilitate delivery of used vehicles to the customer. Incidental items that are immaterial in the context of the contract are accrued at the time of sale. The transaction price for new and used vehicle sales (i.e., the amount that the Company has the right to under the terms of the sales contract with the customer) is the stand-alone sales price of each individual vehicle and is generally settled within 30 days of the satisfaction of the performance obligation. In many new and used vehicle sales transactions, a portion of the consideration applied by the customer to the satisfaction of the total transaction price is a used vehicle trade-in (i.e., noncash consideration). The Company measures such noncash consideration at fair value. Revenue recognized from the sale of new and used vehicles is reflected in New vehicle retail sales , Used vehicle retail sales , and Used vehicle wholesale sales in the accompanying Consolidated Statements of Operations. With respect to the cost of freight and shipping from its dealerships to its customers, the Company’s policy is to recognize such cost in the corresponding cost of sales category. With respect to taxes assessed by governmental authorities that are imposed upon new and used vehicle sales transactions and collected by the Company from its customers, the Company’s policy is to exclude such amounts from revenues. Vehicle Parts Sales Related to the sale of vehicle parts, the Company has a single performance obligation associated with these contracts - the delivery of the parts to the customer, which is the point at which transfer of control occurs. Revenue from the sale of vehicle parts is recognized upon satisfaction of the performance obligation (i.e., delivery of the parts to the customer). The transaction price for vehicle parts sales (i.e., the amount that the Company has the right to under the terms of the sales contract with the customer) is the stand-alone sales price of each individual part and is generally settled within 30 days of the satisfaction of the performance obligation. Revenue recognized from the sale of vehicle parts is reflected in Parts and service sales in the accompanying Consolidated Statements of Operations. With respect to the cost of freight and shipping to its customers, the Company’s policy is to recognize such fulfillment cost in the corresponding cost of sales category. With respect to taxes assessed by governmental authorities that are imposed upon vehicle parts sales transactions and collected by the Company from its customers, the Company’s policy is to exclude such amounts from revenues. Maintenance and Repair Services As it relates to vehicle maintenance and repair services (including collision restoration), the Company has a single performance obligation associated with these contracts - the completion of the services. The Company has an enforceable right to payment in certain jurisdictions and, as such, transfers control of vehicle maintenance and repair services to its customer over time. Therefore, satisfaction of the performance obligation associated with the vehicle maintenance and repair services occurs, and the associated revenue is recognized, over time. The Company uses the input method for the measurement of progress and recognition of revenue, utilizing labor hours and parts applied to the customer vehicle to estimate the services performed for which the Company has an enforceable right to payment. The transaction price for vehicle maintenance and repair services (i.e., the amount that the Company has the right to under the terms of the service contract with the customer) is the sum total of the labor and, if applicable, vehicle parts used in the performance of the service, as well as the margin above cost charged to the customer. The transaction price is typically settled within 30 days of the satisfaction of the performance obligation, which generally occurs within a short period of time from contract inception. Revenue recognized from vehicle maintenance and repair services is reflected in Parts and service sales in the accompanying Consolidated Statements of Operations. With respect to taxes assessed by governmental authorities that are imposed upon vehicle maintenance and repair service transactions and collected by the Company from its customer, the Company’s policy is to exclude such amounts from revenues. Arrangement of Vehicle Financing and the Sale of Service and Other Insurance Contracts The Company receives commissions from finance and insurance providers, under the terms of its contracts with such providers, for the arrangement of vehicle financing and the sale of service and other insurance products. Within the context of the Company's contracts with the finance or insurance provider, the Company has determined that it is an agent for the finance or insurance provider and the finance or insurance provider is the Company's customer. The Company has a single performance obligation associated with these contracts for all commissions earned - the facilitation of the financing of the vehicle or sale of the insurance product. Revenue from these contracts is recognized upon satisfaction of the performance obligation, which is when the finance or insurance product contract is executed with the purchaser. The transaction price (i.e., the amount that the Company has the right to under the terms of the contract with the customer) consists of both fixed and variable consideration. With regards to the upfront commission for these contracts, the transaction price is the amount earned for each individual contract executed and is generally collected within 30 days of the satisfaction of the performance obligation. The Company may be charged back for unearned financing, insurance contract or vehicle service contract fees in the event of early termination of the contracts by customers. A reserve for future amounts estimated to be charged back is recorded, as a reduction of Finance, insurance and other revenue, net in the accompanying Consolidated Statement of Operations, based on the Company’s historical chargeback results and the termination provisions of the applicable contracts. In some cases, the Company also earns retrospective commission income by participating in the future profitability of the portfolio of product contracts sold by the Company. This consideration is variable (i.e., contingent upon the performance of the portfolio of contracts) and is generally settled over 5-7 years from the satisfaction of the performance obligation. The Company utilizes the “expected value” method to predict the amount of consideration to which the Company will be entitled, subject to constraint in the estimate. Therefore, the Company estimates the amount of future earnings that it will realize from the ultimate profitability of the portfolio and recognizes such estimate, subject to any constraint in the estimate, upfront when the product contract is executed with the end user, which is when the performance obligation is satisfied. Changes in the Company’s estimates of the amount of variable consideration to be ultimately realized are adjusted through revenue. Revenue recognized from the arrangement of vehicle financing and the sale of service and other insurance contracts is reflected in Finance, insurance and other, net in the accompanying Consolidated Statements of Operations and as a contract asset (reflected in Prepaid expenses and other current assets ) in the Consolidated Balance Sheet until the right to such consideration becomes unconditional, at which time amounts due are reclassified to accounts receivable. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS During the six months ended June 30, 2018 , the Company acquired 5 dealerships in the U.K., inclusive of 8 franchises, and added one franchise. The Company also acquired one dealership in Brazil, representing one franchise. Additionally, the Company acquired 2 dealerships in the U.S., inclusive of 2 franchises. Aggregate consideration paid for these dealerships totaled $80.0 million , including the associated real estate and goodwill. Also included in the consideration paid was $5.1 million of cash received in the acquisition of the dealerships. The purchase prices have been allocated based upon the consideration paid and the estimated fair values of the assets acquired and liabilities assumed at the acquisition dates. The allocation of the purchase prices is preliminary and based on estimates and assumptions that are subject to change within the purchase price allocation periods (generally one year from the respective acquisition date). In addition, during the six months ended June 30, 2018, the Company disposed of one dealership in the U.S., representing two franchises, as well as one franchise in the U.K. During the six months ended June 30, 2017 , the Company opened one dealership for one awarded franchise in the U.K., opened one dealership for one awarded franchise in the U.S., and added motorcycles to an existing BMW dealership in Brazil. In addition, during the six months ended June 30, 2017 , the Company disposed of two dealerships in Brazil representing two franchises. |
Derivative Instruments and Risk
Derivative Instruments and Risk Management Activities | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT ACTIVITIES | DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT ACTIVITIES The periodic interest rates of the Revolving Credit Facility (as defined in Note 9, “Credit Facilities”) and certain variable-rate real estate related borrowings in the U.S. are indexed to the one-month London Inter Bank Offered Rate (“LIBOR”), plus an associated company credit risk rate. In order to minimize the earnings variability related to fluctuations in these periodic interest rates, the Company employs an interest rate hedging strategy, whereby it enters into arrangements with various financial institutional counterparties with investment grade credit ratings, swapping its variable interest rate exposure for a fixed interest rate over terms not to exceed the related variable-rate debt. The Company presents the fair value of all interest rate derivative instruments on its Consolidated Balance Sheets. The Company measures the fair value of its interest rate derivative instruments utilizing an income approach valuation technique, converting future amounts of cash flows to a single present value in order to obtain a transfer exit price within the bid and ask spread that is most representative of the fair value of its derivative instruments. In measuring fair value, the Company utilizes the option-pricing Black-Scholes present value technique for all of its derivative instruments. This option-pricing technique utilizes a one-month LIBOR forward yield curve, obtained from an independent external service provider, matched to the identical maturity term of the instrument being measured. Observable inputs utilized in the income approach valuation technique incorporate identical contractual notional amounts, fixed coupon rates, periodic terms for interest payments and contract maturity. The fair value estimate of the interest rate derivative instruments also considers the credit risk of the Company for instruments in a liability position or the counterparty for instruments in an asset position. The credit risk is calculated by using the spread between the one-month LIBOR yield curve and the relevant average 10 and 20-year rate according to Standard and Poor’s. The Company has determined the valuation measurement inputs of these derivative instruments to maximize the use of observable inputs that market participants would use in pricing similar or identical instruments and market data obtained from independent sources, which is readily observable or can be corroborated by observable market data for substantially the full term of the derivative instrument. Further, the valuation measurement inputs minimize the use of unobservable inputs. Accordingly, the Company has classified the derivatives within Level 2 of the hierarchy framework as described by Accounting Standards Codification (“ASC”) 820, Fair Value Measurement . All of the Company’s interest rate derivative instruments are designated as cash flow hedges. The related gains or losses on these interest rate derivative instruments are deferred in stockholders’ equity as a component of accumulated other comprehensive loss. These deferred gains or losses are recognized in income in the period in which the related items being hedged are recognized in expense. Monthly contractual settlements of these swap positions are recognized as Floorplan interest expense or Other interest expense, net in the Company’s accompanying Consolidated Statements of Operations. To the extent that the change in value of a derivative contract does not perfectly offset the change in the value of the items being hedged, that ineffective portion is immediately recognized in other income or expense. As of June 30, 2018 , all of the Company’s derivative instruments that were in effect were determined to be effective. The Company had no gains or losses related to ineffectiveness or amounts excluded from effectiveness testing recognized in the Consolidated Statements of Operations for the three and six months ended June 30, 2018 or 2017 , respectively. The Company held 24 interest rate derivative instruments in effect as of June 30, 2018 of $804.6 million in notional value that fixed its underlying one-month LIBOR at a weighted average rate of 2.6% . For the three months ended June 30, 2018 and 2017 , the impact of the Company’s interest rate hedges in effect increased floorplan interest expense by $1.3 million and $2.7 million , respectively. For the six months ended June 30, 2018 and 2017 , the impact of the Company's interest rate hedges in effect increased floorplan expense by $3.0 million and $5.7 million , respectively. Total floorplan interest expense, inclusive of the aforementioned impact of the Company's interest rate hedges, was $14.6 million and $13.2 million for the three months ended June 30, 2018 and 2017 , respectively, and $28.7 million and $25.2 million for the six months ended June 30, 2018 and 2017 , respectively. In addition to the $804.6 million of swaps in effect as of June 30, 2018 , the Company held seven additional interest rate derivative instruments with forward start dates between December 2018 and December 2020 and expiration dates between December 2021 and December 2030 . The aggregate notional value of these seven forward-starting swaps was $375.0 million , and the weighted average interest rate was 1.8% . The combination of the interest rate derivative instruments currently in effect and these forward-starting derivative instruments is structured such that the notional value in effect at any given time through December 2030 does not exceed $902.4 million , which is less than the Company's expectation for variable-rate debt outstanding during such period. Assets and liabilities associated with interest rate derivative instruments as reflected in the accompanying balance sheets were as follows: As of June 30, 2018 As of December 31, 2017 (In thousands) Assets from interest rate risk management activities: Other long-term assets $ 18,548 $ 9,501 Total $ 18,548 $ 9,501 Liabilities from interest rate risk management activities: Current $ 682 $ 1,996 Long-term 1,597 8,583 Total $ 2,279 $ 10,579 Included in Accumulated Other Comprehensive Loss at June 30, 2018 and 2017 were accumulated unrealized gains, net of income taxes, totaling $12.5 million and unrealized losses, net of income taxes, totaling $7.3 million , respectively, related to these interest rate derivative instruments. The following table presents the impact during the current and comparative prior year periods for the Company's interest rate derivative instruments on its Consolidated Statements of Operations and Consolidated Balance Sheets . Amount of Unrealized Income (Loss), Net of Tax, Recognized in Other Comprehensive Income (Loss) Six Months Ended June 30, Derivatives in Cash Flow Hedging Relationship 2018 2017 (In thousands) Interest rate derivative instruments $ 11,305 $ (2,180 ) Amount of Loss Reclassified from Other Comprehensive Income (Loss) into Statements of Operations Location of Loss Reclassified from Other Comprehensive Income (Loss) into Statements of Operations Six Months Ended June 30, 2018 2017 (In thousands) Floorplan interest expense $ (2,999 ) $ (5,656 ) Other interest expense (390 ) (1,154 ) The net amount of loss expected to be reclassified out of other comprehensive income (loss) into earnings as additional floorplan interest expense or other interest expense in the next twelve months is $0.2 million . |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION PLANS | STOCK-BASED COMPENSATION PLANS The Company provides stock-based compensation benefits to employees and non-employee directors pursuant to its 2014 Long Term Incentive Plan (the “Incentive Plan”), as well as to employees pursuant to its Employee Stock Purchase Plan, as amended and restated (the “Purchase Plan”, formerly named the Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan). Long Term Incentive Plan The Incentive Plan provides for the grant of options (including options qualified as incentive stock options under the Internal Revenue Code of 1986, as amended (the “Code”) and options that are non-qualified), restricted stock, performance awards, bonus stock, and phantom stock to the Company's employees, consultants, non-employee directors and officers. The Incentive Plan expires on May 21, 2024 . The terms of the awards (including vesting schedules) are established by the Compensation Committee of the Company’s Board of Directors. As of June 30, 2018 , there were 870,739 shares available for issuance under the Incentive Plan. Restricted Stock and Restricted Stock Unit Awards Under the Incentive Plan, the Company grants to non-employee directors and certain employees restricted stock awards or, at their election, restricted stock units (to non-employee directors only) at no cost to the recipient. Restricted stock awards qualify as participating securities because each award contains non-forfeitable rights to dividends. As such, the two-class method is required for the computation of earnings per share. See Note 6 , “Earnings Per Share” , for further details. Restricted stock awards are considered outstanding at the date of grant but are subject to vesting periods upon issuance of up to five years . Since they convey no voting rights, restricted stock units are not considered outstanding when issued. In the event an employee or non-employee director terminates his or her employment or directorship with the Company prior to the lapse of the restrictions, the awards, in most cases, will be forfeited to the Company. When restricted stock vests, the Company settles utilizing new shares or treasury shares, if available. Restricted stock units settle in cash upon the termination of the grantees’ employment or directorship. Compensation expense for restricted stock awards is calculated based on the market price of the Company’s common stock at the date of grant and recognized over the requisite service period. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate is adjusted annually based on the extent to which actual or expected forfeitures differ from the previous estimate. A summary of the restricted stock awards as of June 30, 2018 , along with the changes during the six months then ended, is as follows: Awards Weighted Average Grant Date Fair Value Nonvested at December 31, 2017 702,778 $ 68.23 Granted 210,971 75.28 Vested (191,794 ) 62.67 Forfeited (23,015 ) 70.22 Nonvested at June 30, 2018 698,940 $ 71.80 Employee Stock Purchase Plan The Purchase Plan authorizes the issuance of up to 4.5 million shares of common stock and provides that no options to purchase shares may be granted under the Purchase Plan after May 19, 2025 . The Purchase Plan is available to all employees of the Company and its participating subsidiaries and is a qualified plan as defined by Section 423 of the Code. At the end of each fiscal quarter (the “Option Period”) during the term of the Purchase Plan, employees can acquire shares of common stock from the Company at 85% of the fair market value of the common stock on the first or the last day of the Option Period, whichever is lower. As of June 30, 2018 , there were 1,063,449 shares available for issuance under the Purchase Plan. During the six months ended June 30, 2018 and 2017 , the Company issued 75,663 and 65,042 shares, respectively, of common stock to employees participating in the Purchase Plan. With respect to shares issued under the Purchase Plan, the Company's Board of Directors has authorized specific share repurchases to fund the shares issuable under the Purchase Plan. The weighted average per share fair value of employee stock purchase rights issued pursuant to the Purchase Plan was $15.47 and $17.38 for the six months ended June 30, 2018 and 2017 , respectively. The fair value of stock purchase rights is calculated using the grant date stock price, the value of the embedded call option and the value of the embedded put option. Stock-Based Compensation Total stock-based compensation cost was $4.3 million and $4.4 million for the three months ended June 30, 2018 and 2017 , respectively, and $ 9.9 million and $ 10.5 million for the six months ended June 30, 2018 and 2017 , respectively. Cash received from Purchase Plan purchases was $4.0 million and $3.8 million for the six months ended June 30, 2018 and 2017 , respectively. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The two-class method is utilized for the computation of the Company's earnings per share (“EPS”). The two-class method requires a portion of net income to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents. The Company’s restricted stock awards are participating securities. Income allocated to these participating securities is excluded from net earnings available to common shares, as shown in the table below. Basic EPS is computed by dividing net income available to basic common shares by the weighted average number of basic common shares outstanding during the period. Diluted EPS is computed by dividing net income available to diluted common shares by the weighted average number of dilutive common shares outstanding during the period. The following table sets forth the calculation of EPS for the three and six months ended June 30, 2018 and 2017 . Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (In thousands, except per share amounts) Weighted average basic common shares outstanding 20,036 20,516 20,167 20,604 Dilutive effect of employee stock purchases, net of assumed repurchase of treasury stock 10 6 9 5 Weighted average dilutive common shares outstanding 20,046 20,522 20,176 20,609 Basic: Net Income $ 56,463 $ 39,133 $ 92,277 $ 73,072 Less: Earnings allocated to participating securities 1,916 1,389 3,123 2,645 Net income available to basic common shares $ 54,547 $ 37,744 $ 89,154 $ 70,427 Basic earnings per common share $ 2.72 $ 1.84 $ 4.42 $ 3.42 Diluted: Net Income $ 56,463 $ 39,133 $ 92,277 $ 73,072 Less: Earnings allocated to participating securities 1,916 1,389 3,123 2,645 Net income available to diluted common shares $ 54,547 $ 37,744 $ 89,154 $ 70,427 Diluted earnings per common share $ 2.72 $ 1.84 $ 4.42 $ 3.42 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the three and six months ended June 30, 2018 , the Company's effective tax rate decreased to 24.9% and 24.0% , respectively, as compared to 36.6% and 35.3% for the three and six months ended June 30, 2017 , respectively. This decrease was primarily due to the impact of the Tax Act that made broad and complex changes to the Code. Those changes include, but are not limited to, reducing the U.S. federal corporate tax rate from 35.0% to 21.0% , creating a territorial tax system that generally eliminates U.S. federal income taxes on dividends from foreign subsidiaries, requiring companies to pay a one-time transition tax on unrepatriated earnings of their foreign subsidiaries, creating a “minimum tax” on certain foreign earnings (i.e. global intangible low-taxed income, or “GILTI”), limiting the deduction for net interest expense incurred by U.S. corporations, and eliminating certain deductions, including deductions for certain compensation arrangements and certain other business expenses. The Company recognizes the tax on GILTI as a period expense in the period the tax is incurred. Under this policy, the Company has not provided deferred taxes related to temporary differences that upon their reversal will affect the amount of income subject to GILTI in the period. As of June 30, 2018 , the Company estimated that the 2018 GILTI tax will not be material. The Company is subject to U.S. federal income taxes and income taxes in numerous U.S. states. In addition, the Company is subject to income tax in the U.K. and Brazil relative to its foreign subsidiaries. The Company's effective income tax rate of 24.9% and 24.0% for the three and six months ended June 30, 2018 , respectively, was more than the U.S. federal statutory rate of 21.0% , due primarily to: (1) the taxes provided for in U.S. state jurisdictions; (2) valuation allowances provided for net operating losses and other deferred tax assets in certain U.S. states and in Brazil; (3) unrecognized tax benefits with respect to uncertain tax positions; and (4) the deferred tax impact of certain goodwill amortization in Brazil, partially offset by: (1) income generated in the U.K., which is taxed at a 19.0% statutory rate; and (2) excess tax deductions for restricted stock awards. In accordance with SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Job Act (“SAB 118”), the Company made a reasonable estimate of the Tax Act’s impact and provisionally recorded this estimate in its results for the period ended December 31, 2017 . As of June 30, 2018 , the Company has not completed its accounting for the aspects of the Tax Act recorded provisionally: the re-measurement of deferred taxes based on the reduced tax rate, and the Company's provisional determination that the Company does not have a transition tax liability for previously untaxed accumulated and current earnings and profits of foreign subsidiaries. The Company will continue to gather data and evaluate the impact of the Tax Act after the Company has considered additional guidance issued by the U.S. Treasury Department, the IRS, state tax authorities and other standard-setting bodies. This analysis may result in adjustments to the provisional amounts, which would impact the Company's provision for income taxes and effective tax rate for the period in which the adjustments are made. The Company expects to complete its accounting for the Tax Act in 2018. As of June 30, 2018 , the Company's unrecognized tax benefits totaled $1.3 million , including related interest and penalty. To the extent that any such tax benefits are recognized in the future, such recognition would reduce the tax liability in that period by approximately $1.1 million . Consistent with prior treatment of tax related assessments, the Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company's taxable years 2013 and subsequent remain open for examination in the U.S. The Company's taxable years 2016 and subsequent remain open in the U.K., and taxable years 2012 and subsequent remain open in Brazil. |
Detail of Certain Balance Sheet
Detail of Certain Balance Sheet Accounts | 6 Months Ended |
Jun. 30, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS | DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS Accounts and notes receivable consisted of the following: June 30, 2018 December 31, 2017 (In thousands) Amounts due from manufacturers $ 94,629 $ 109,599 Parts and service receivables (1) 53,884 39,343 Finance and insurance receivables 21,939 25,293 Other 10,818 17,514 Total accounts and notes receivable 181,270 191,749 Less allowance for doubtful accounts 2,931 3,138 Accounts and notes receivable, net (1) $ 178,339 $ 188,611 Inventories consisted of the following: June 30, 2018 December 31, 2017 (In thousands) New vehicles $ 1,169,356 $ 1,194,632 Used vehicles 350,803 350,760 Rental vehicles 130,632 144,213 Parts, accessories and other (1) 80,392 82,755 Total inventories 1,731,183 1,772,360 Less lower of cost or net realizable value allowance 9,934 9,067 Inventories, net (1) $ 1,721,249 $ 1,763,293 (1) December 31, 2017 balances have not been adjusted under the modified retrospective approach as a part of the implementation of Topic 606. See Note 1 , “Interim Financial Information” , for further detail. New, used, and rental vehicles are valued at the lower of specific cost or net realizable value and are removed from inventory using the specific identification method. Parts and accessories are valued at lower of cost (determined on either a first-in, first-out or an average cost basis) or net realizable value. Property and equipment consisted of the following: Estimated Useful Lives in Years June 30, 2018 December 31, 2017 (In thousands) Land — $ 478,589 $ 482,600 Buildings 25 to 50 724,451 700,257 Leasehold improvements varies 185,528 172,071 Machinery and equipment 7 to 20 122,734 117,781 Furniture and fixtures 3 to 10 107,528 100,881 Company vehicles 3 to 5 12,236 11,933 Construction in progress — 48,886 41,824 Total 1,679,952 1,627,347 Less accumulated depreciation 331,431 308,388 Property and equipment, net $ 1,348,521 $ 1,318,959 During the six months ended June 30, 2018 , the Company incurred $65.1 million of capital expenditures for the construction of new or expanded facilities and the purchase of equipment and other fixed assets in the maintenance of the Company’s dealerships and facilities, excluding $8.8 million of capital expenditures accrued as of December 31, 2017 . As of June 30, 2018 , the Company had accrued $8.6 million of capital expenditures. Additionally, during the six months ended June 30, 2018 , the Company purchased real estate (including land and buildings) associated with existing dealership operations totaling $23.0 million . In conjunction with the acquisition of dealerships and franchises in the six months ended June 30, 2018 , the Company acquired $9.7 million of real estate and other property and equipment. In conjunction with the one U.S. dealership disposition during the six months ended June 30, 2018 that is described in Note 3, “Acquisitions and Dispositions”, the Company disposed of land, building and other equipment that totaled $20.7 million . Further, the Company identified $17.4 million of property and equipment qualifying as held-for-sale assets as of June 30, 2018 and reclassified such assets to Prepaid expenses and other current assets . |
Credit Facilities
Credit Facilities | 6 Months Ended |
Jun. 30, 2018 | |
Line of Credit Facility [Abstract] | |
CREDIT FACILITIES | CREDIT FACILITIES In the U.S., the Company has a $1.8 billion revolving syndicated credit arrangement that matures on June 17, 2021 and is comprised of 24 financial institutions, including six manufacturer-affiliated finance companies (“Revolving Credit Facility”), consisting of two tranches. The borrowing capacity of the Revolving Credit Facility can be allocated between the two tranches, subject to certain limits. For U.S. vehicle inventory floorplan financing, the Revolving Credit Facility provides a maximum of $1.75 billion (“Floorplan Line”) and, for working capital and general corporate purposes (including acquisitions), the Revolving Credit Facility provides a maximum of $360.0 million and a minimum of $50.0 million (“Acquisition Line”). The Company also has a $300.0 million floorplan financing arrangement (“FMCC Facility”) with Ford Motor Credit Company (“FMCC”) for financing of new Ford vehicles in the U.S. and other floorplan financing arrangements with several other automobile manufacturers for financing of a portion of its U.S. rental vehicle inventory. Within the Company's Consolidated Balance Sheets, Floorplan notes payable - credit facility and other primarily reflects amounts payable for the purchase of specific new, used, and rental vehicle inventory (with the exception of new and rental vehicle purchases financed through lenders affiliated with the respective manufacturer) whereby financing is provided by the Revolving Credit Facility. Floorplan notes payable - manufacturer affiliates reflects amounts related to the purchase of vehicles whereby financing is provided by the FMCC Facility, the financing of a portion of the Company's rental vehicles in the U.S. (through lenders affiliated with the respective manufacturer), as well as the financing of new, used, and rental vehicles with manufacturer affiliates in both the U.K. and Brazil. Payments on the floorplan notes payable are generally due as the vehicles are sold. As a result, these obligations are reflected in the accompanying Consolidated Balance Sheets as current liabilities. Revolving Credit Facility After considering the outstanding balance of $995.6 million at June 30, 2018 , the Company had $444.4 million of available floorplan borrowing capacity under the Floorplan Line. Included in the $444.4 million available borrowings under the Floorplan Line was $119.6 million of immediately available funds. The weighted average interest rate on the Floorplan Line was 3.2% and 2.7% as of June 30, 2018 and December 31, 2017 , respectively, excluding the impact of the Company’s interest rate derivative instruments. With regards to the Acquisition Line, there were $39.6 million of borrowings outstanding as of June 30, 2018 and $27.0 million of borrowings outstanding as of December 31, 2017 , both of which consisted entirely of borrowings in British pound sterling. The interest rate on the Acquisition Line was 2.24% as of June 30, 2018 , representing the applicable rate for borrowings in British pound sterling. After considering $25.0 million of outstanding letters of credit and other factors included in the Company’s available borrowing base calculation, there was $295.1 million of available borrowing capacity under the Acquisition Line as of June 30, 2018 . The amount of available borrowing capacity under the Acquisition Line is limited from time to time based upon certain debt covenants. The Revolving Credit Facility contains a number of significant covenants that, among other things, restrict the Company’s ability to make disbursements outside of the ordinary course of business, dispose of assets, incur additional indebtedness, create liens on assets, make investments, and engage in mergers or consolidations. The Company is also required to comply with specified financial tests and ratios defined in the Revolving Credit Facility, such as the fixed charge coverage and total adjusted leverage ratios. Further, the Revolving Credit Facility restricts the Company’s ability to make certain payments, such as dividends or other distributions of assets, properties, cash, rights, obligations or securities (“Restricted Payments”). The Restricted Payments cannot exceed the sum of $208.5 million plus (or minus if negative) (a) one-half of the aggregate consolidated net income for the period beginning on April 1, 2014 and ending on the date of determination and (b) the amount of net cash proceeds received from the sale of capital stock after June 2, 2014 and ending on the date of determination less (c) cash dividends and share repurchases after June 2, 2014 (“Credit Facility Restricted Payment Basket”). For purposes of the calculation of the Credit Facility Restricted Payment Basket, net income represents such amounts per the Consolidated Financial Statements adjusted to exclude the Company’s foreign operations, non-cash interest expense, non-cash asset impairment charges, and non-cash stock-based compensation. As of June 30, 2018 , the Credit Facility Restricted Payment Basket totaled $162.1 million . The Company was in compliance with all applicable covenants and ratios under the Revolving Credit Facility as of June 30, 2018 . All of the U.S. dealership-owning subsidiaries are co-borrowers under the Revolving Credit Facility. The Company's obligations under the Revolving Credit Facility are secured by essentially all of the Company's U.S. personal property (other than equity interests in dealership-owning subsidiaries), including all motor vehicle inventory and proceeds from the disposition of dealership-owning subsidiaries, excluding inventory financed directly with manufacturer-affiliates and other third-party financial institutions. Ford Motor Credit Company Facility As of June 30, 2018 , the Company had an outstanding balance of $144.1 million under the FMCC Facility with an available floorplan borrowing capacity of $155.9 million . Included in the $155.9 million of available borrowings under the FMCC Facility was $24.5 million of immediately available funds. This facility bears interest at a rate of Prime plus 150 basis points minus certain incentives. The interest rate on the FMCC Facility was 6.50% before considering the applicable incentives as of June 30, 2018 . Other Credit Facilities The Company has credit facilities with financial institutions in the U.K., most of which are affiliated with the manufacturers, for financing new, used, and rental vehicle inventories related to its U.K. operations. As of June 30, 2018 , borrowings outstanding under these facilities totaled $139.5 million . Annual interest rates charged on borrowings outstanding under these facilities, after the grace period of zero to 30 days, ranged from 1.65% to 3.45% . The Company has credit facilities with financial institutions in Brazil, most of which are affiliated with the manufacturers, for the financing of new, used, and rental vehicle inventories related to its Brazilian operations. As of June 30, 2018 , borrowings outstanding under these facilities totaled $20.1 million . Annual interest rates charged on borrowings outstanding under these facilities, after the grace period of zero to 90 days, ranged from 10.92% to 16.63% . Excluding rental vehicles financed through the Revolving Credit Facility, financing for U.S. rental vehicles is typically obtained directly from the automobile manufacturers. As of June 30, 2018 , borrowings outstanding under these rental vehicle facilities totaled $108.7 million , with interest rates that vary up to 6.50% . |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The Company carries its long-term debt at face value, net of applicable discounts and capitalized debt issuance costs. Long-term debt consisted of the following: June 30, 2018 December 31, 2017 (In thousands) 5.00% senior notes (aggregate principal of $550,000 at June 30, 2018 and December 31, 2017) $ 542,888 $ 542,063 5.25% senior notes (aggregate principal of $300,000 at June 30, 2018 and December 31, 2017) 296,440 296,151 Acquisition line 39,636 26,988 Real estate related and other long-term debt 476,178 440,845 Capital lease obligations related to real estate, maturing in varying amounts through December 2037 with a weighted average interest rate of 8.5% and 10.4%, respectively 64,523 51,665 1,419,665 1,357,712 Less current maturities of long-term debt 61,667 39,528 $ 1,357,998 $ 1,318,184 Included in current maturities of long-term debt and short-term financing in the Company's Consolidated Balance Sheets, as of June 30, 2018 and December 31, 2017 , were two short-term revolving working capital loan agreements with third-party financial institutions in the U.K. that totaled $13.1 million and $13.4 million , respectively. During the six months ended June 30, 2018, the Company made borrowings of $26.4 million and principal payments of $26.6 million under these U.K. working capital loans. Also included in current maturities of long-term debt and short-term financing as of June 30, 2018 was a short-term financing arrangement in Brazil that totaled $1.7 million , which represented borrowings of $2.4 million and repayments of $0.3 million during the six months ended June 30, 2018. Included in current maturities of long-term debt and short-term financing as of December 30, 2017 was an unsecured loan agreement with a third-party financial institution in the U.S. that totaled $24.7 million . During the six months ended June 30, 2018, the Company repaid the entire balance outstanding under the U.S. unsecured loan. Real Estate Related and Other Long-Term Debt The mortgage loans in the U.S. consist of 61 term loans for an aggregate principal amount of $432.7 million . As of June 30, 2018 , borrowings outstanding under these notes totaled $365.5 million , with $46.0 million classified as a current maturity of long-term debt. For the six months ended June 30, 2018 , the Company made additional borrowings and principal payments, including repayment of the mortgage associated with the U.S. dealership disposition described in Note 3, “Acquisitions and Dispositions”, of $42.7 million and $27.2 million , respectively. The Company has entered into 18 separate term mortgage loans in the U.K. with other third-party financial institutions which are secured by the Company’s U.K. properties. These mortgage loans (collectively, “U.K. Notes”) are denominated in British pound sterling and are being repaid in monthly installments that will mature by September 2034 . As of June 30, 2018 , borrowings under the U.K. mortgage loans totaled $80.7 million , with $7.9 million classified as a current maturity of long-term debt in the accompanying Consolidated Balance Sheets. For the six months ended June 30, 2018 , the Company made additional borrowings and principal payments of $12.1 million and $8.6 million , respectively, associated with the U.K. Notes. Additionally, during the six months ended June 30, 2018 , the Company entered into an unsecured loan agreement in the U.K. with a third-party financial institution that matures in March 2028. As of June 30, 2018 , borrowings under the agreement totaled $ 20.4 million , with $ 2.1 million classified as a current maturity of long-term debt in the accompanying Consolidated Balance Sheets. The Company has a separate term mortgage loan in Brazil with a third-party financial institution, which is denominated in Brazilian real and is secured by one of the Company's Brazilian properties, as well as a guarantee from the Company. The mortgage is being repaid in monthly installments through April 2025. As of June 30, 2018 , borrowings under the Brazil mortgage totaled $2.6 million , with $0.3 million classified as a current maturity of long-term debt in the accompanying Consolidated Balance Sheets. For the six months ended June 30, 2018 , the Company made no additional borrowings and made principal payments of $0.3 million associated with the Brazil mortgage. The Company also has a working capital loan agreement with a third-party financial institution in Brazil. As of June 30, 2018 , borrowings under the Brazilian third-party loan totaled $5.7 million . For the six months ended June 30, 2018 , the Company made no additional borrowings or principal payments. Fair Value of Long-Term Debt The Company's outstanding 5.00% Notes had a fair value of $548.3 million and $567.9 million as of June 30, 2018 and December 31, 2017 , respectively. The Company's outstanding 5.25% Notes had a fair value of $291.2 million and $310.9 million as of June 30, 2018 and December 31, 2017 , respectively. The carrying value of the Company's fixed interest rate borrowings included in real estate related and other long-term debt totaled $83.2 million and $86.8 million as of June 30, 2018 and December 31, 2017 , respectively. The fair value of such fixed interest rate borrowings was $85.0 million and $92.9 million as of June 30, 2018 and December 31, 2017 , respectively. The fair value estimates are based on Level 2 inputs of the fair value hierarchy available as of June 30, 2018 and December 31, 2017 . The Company determined the estimated fair value of its long-term debt using available market information and commonly accepted valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, these estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. The use of different assumptions and/or estimation methodologies could have a material effect on estimated fair values. The carrying value of the Company’s variable rate debt approximates fair value due to the short-term nature of the interest rates. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS ASC 820 defines fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; requires disclosure of the extent to which fair value is used to measure financial and non-financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the measurement of significant unobservable inputs on earnings, or changes in net assets, as of the measurement date; and establishes a three-level valuation hierarchy based upon the transparency of inputs utilized in the measurement and valuation of financial assets or liabilities as of the measurement date: • Level 1 — unadjusted, quoted prices for identical assets or liabilities in active markets; • Level 2 — quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and • Level 3 — unobservable inputs based upon the reporting entity’s internally developed assumptions that market participants would use in pricing the asset or liability. The Company’s financial instruments consist primarily of cash and cash equivalents, contracts-in-transit and vehicle receivables, accounts and notes receivable, investments in debt and equity securities, accounts payable, credit facilities, long-term debt, and interest rate derivative instruments. The fair values of cash and cash equivalents, contracts-in-transit and vehicle receivables, accounts and notes receivable, accounts payable, and credit facilities approximate their carrying values due to the short-term nature of these instruments and/or the existence of variable interest rates. The Company evaluated its assets and liabilities for those that met the criteria of the disclosure requirements and fair value framework of ASC 820 and identified demand obligations, interest rate derivative instruments, and investment balances in certain financial institutions as having met such criteria. See Note 10 , “Long-Term Debt” , for details regarding the fair value of the Company's long-term debt. The Company periodically invests in unsecured, corporate demand obligations with manufacturer-affiliated finance companies, which bear interest at a variable rate and are redeemable on demand by the Company. Therefore, the Company has classified these demand obligations as C ash and cash equivalents in the accompanying Consolidated Balance Sheets. The Company determined that the valuation measurement inputs of these instruments include inputs other than quoted market prices, that are observable or that can be corroborated by observable data by correlation. Accordingly, the Company has classified these instruments within Level 2 of the hierarchy framework. In addition, the Company maintains an investment balance with certain of the financial institutions in Brazil that provide credit facilities for the financing of new, used, and rental vehicle inventories. The investment balances bear interest at a variable rate and are redeemable by the Company in the future under certain conditions. The Company has classified these investment balances as restricted cash within Other Assets in the accompanying Consolidated Balance Sheets. The Company determined that the valuation measurement inputs of these instruments include inputs other than quoted market prices that are observable or that can be corroborated by observable data by correlation. Accordingly, the Company has classified these instruments within Level 2 of the hierarchy framework. The Company's derivative financial instruments are recorded at fair market value. See Note 4 , “Derivative Instruments and Risk Management Activities” , for further details regarding the Company's derivative financial instruments. Assets and liabilities recorded at fair value, within Level 2 of the hierarchy framework, in the accompanying balance sheets as of June 30, 2018 and December 31, 2017 , respectively, were as follows: As of June 30, 2018 As of December 31, 2017 (In thousands) Assets: Investments $ 2,057 $ 844 Demand obligations 13 13 Interest rate derivative financial instruments 18,548 9,501 Total $ 20,618 $ 10,358 Liabilities: Interest rate derivative financial instruments $ 2,279 $ 10,579 Total $ 2,279 $ 10,579 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES From time to time, the Company’s dealerships are named in various types of litigation involving customer claims, employment matters, class action claims, purported class action claims, as well as claims involving the manufacturers of automobiles, contractual disputes, and other matters arising in the ordinary course of business. Due to the nature of the automotive retailing business, the Company may be involved in legal proceedings or suffer losses that could have a material adverse effect on the Company’s business. In the normal course of business, the Company is required to respond to customer, employee, and other third-party complaints. Amounts that have been accrued or paid related to the settlement of litigation are included in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations. In addition, the manufacturers of the vehicles that the Company sells and services have audit rights allowing them to review the validity of amounts claimed for incentive, rebate, or warranty-related items and charge the Company back for amounts determined to be invalid payments under the manufacturers’ programs, subject to the Company’s right to appeal any such decision. Amounts that have been accrued or paid related to the settlement of manufacturer chargebacks of recognized incentives and rebates are included in cost of sales in the Company’s Consolidated Statements of Operations, while such amounts for manufacturer chargebacks of recognized warranty-related items are included as a reduction of Revenues in the Company’s Consolidated Statements of Operations. Legal Proceedings Currently, the Company is not party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company's results of operations, financial condition, or cash flows, including class action lawsuits. However, the results of current, or future, matters cannot be predicted with certainty, and an unfavorable resolution of one or more of such matters could have a material adverse effect on the Company's results of operations, financial condition, or cash flows. Other Matters The Company, acting through its subsidiaries, is the lessee under many real estate leases that provide for the use by the Company’s subsidiaries of their respective dealership premises. Pursuant to these leases, the Company’s subsidiaries generally agree to indemnify the lessor and other parties from certain liabilities arising as a result of the use of the leased premises, including environmental liabilities, or a breach of the lease by the lessee. Additionally, from time to time, the Company enters into agreements in connection with the sale of assets or businesses in which it agrees to indemnify the purchaser, or other parties, from certain liabilities or costs arising in connection with the assets or business. Also, in the ordinary course of business in connection with purchases or sales of goods and services, the Company enters into agreements that may contain indemnification provisions. In the event that an indemnification claim is asserted, liability would be limited by the terms of the applicable agreement. From time to time, primarily in connection with dealership dispositions, the Company’s subsidiaries sublet to the dealership purchaser the subsidiaries’ interests in any real property leases associated with such dealerships and continue to be primarily obligated on the lease. In these situations, the Company’s subsidiaries retain primary responsibility for the performance of certain obligations under such leases. To the extent that the Company remains primarily responsible under such leases, a quantification of such lease obligations is included in the Company's disclosure of future minimum lease payments for non-cancelable operating leases in Note 18,“Operating Leases”, to Item 8. “Financial Statements and Supplementary Data” of the 2017 Form 10-K. In certain instances, also in connection with dealership dispositions, the Company’s subsidiaries assign to the dealership purchaser the subsidiaries’ interests in any real property leases associated with such dealerships. The Company’s subsidiaries may retain secondary responsibility for the performance of certain obligations under such leases to the extent that the assignee does not perform, if such performance is required following the assignment of the lease. Additionally, the Company and its subsidiaries may remain subject to the terms of a guaranty made by the Company and its subsidiaries in connection with such leases. In these circumstances, the Company generally has indemnification rights against the assignee in the event of non-performance under these leases, as well as certain defenses. The Company and its subsidiaries also may be called on to perform other obligations under these leases, such as environmental remediation of the leased premises or repair of the leased premises upon termination of the lease. However, potential environmental liabilities are generally known at the time of the sale of the dealership if not previously remediated. The Company does not have any known material environmental commitments or contingencies and presently has no reason to believe that it or its subsidiaries will be called on to so perform. Although not estimated to be material, the Company’s exposure under these leases is difficult to estimate and there can be no assurance that any performance of the Company or its subsidiaries required under these leases would not have a material adverse effect on the Company’s business, financial condition, or cash flows. |
Intangible Franchise Rights and
Intangible Franchise Rights and Goodwill | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE FRANCHISE RIGHTS AND GOODWILL | INTANGIBLE FRANCHISE RIGHTS AND GOODWILL The following is a roll-forward of the Company’s intangible franchise rights and goodwill accounts by reportable segment: Intangible Franchise Rights U.S. U.K. Brazil Total (In thousands) BALANCE, December 31, 2017 $ 255,981 $ 29,483 $ 168 $ 285,632 Additions through acquisitions 1,301 7,454 — 8,755 Disposals and assets held for sale (4,872 ) — — (4,872 ) Impairments (1,169 ) — — (1,169 ) Currency translation — (955 ) (25 ) (980 ) BALANCE, June 30, 2018 $ 251,241 $ 35,982 $ 143 $ 287,366 Goodwill U.S. U.K. Brazil Total (In thousands) BALANCE, December 31, 2017 $ 835,267 $ 65,034 $ 12,733 $ 913,034 (1) Additions through acquisitions 14,199 29,281 4,285 47,765 Purchase price allocation adjustments 12 — — 12 Disposals and assets held for sale (9,981 ) — — (9,981 ) Currency translation — (2,692 ) (2,303 ) (4,995 ) BALANCE, June 30, 2018 $ 839,497 $ 91,623 $ 14,715 $ 945,835 (1) (1) Net of accumulated impairment of $97.8 million . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS Changes in the balances of each component of accumulated other comprehensive loss for the six months ended June 30, 2018 and 2017 were as follows: Six Months Ended June 30, 2018 Accumulated foreign currency translation loss Accumulated gain (loss) on interest rate swaps Total (In thousands) Balance, December 31, 2017 $ (122,552 ) $ (674 ) $ (123,226 ) Other comprehensive income (loss) before reclassifications: Pre-tax (16,315 ) 14,875 (1,440 ) Tax effect — (3,570 ) (3,570 ) Amounts reclassified from accumulated other comprehensive loss to: Floorplan interest expense (pre-tax) — 2,999 2,999 Other interest expense (pre-tax) — 390 390 Realized gain on swap termination (pre-tax) — (918 ) (918 ) Tax effect — (593 ) (593 ) Net current period other comprehensive income (loss) (16,315 ) 13,183 (3,132 ) Balance, June 30, 2018 $ (138,867 ) $ 12,509 $ (126,358 ) Six Months Ended June 30, 2017 Accumulated foreign currency translation loss Accumulated loss on interest rate swaps Total (In thousands) Balance, December 31, 2016 $ (137,613 ) $ (9,331 ) $ (146,944 ) Other comprehensive income (loss) before reclassifications: Pre-tax 8,600 (3,488 ) 5,112 Tax effect — 1,308 1,308 Amounts reclassified from accumulated other comprehensive loss to: Floorplan interest expense (pre-tax) — 5,656 5,656 Other interest expense (pre-tax) — 1,154 1,154 Tax effect — (2,554 ) (2,554 ) Net current period other comprehensive income 8,600 2,076 10,676 Balance, June 30, 2017 $ (129,013 ) $ (7,255 ) $ (136,268 ) |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION As of June 30, 2018 , the Company had three reportable segments: (1) the U.S., (2) the U.K., and (3) Brazil. Each of the reportable segments is comprised of retail automotive franchises, which sell new and used cars and light trucks; arrange related vehicle financing; sell service and insurance contracts; provide automotive maintenance and repair services; and sell vehicle parts. The vast majority of the Company's corporate activities are associated with the operations of the U.S. operating segment and, therefore, the corporate financial results are included within the U.S. reportable segment. Reportable segment revenue, income (loss) before income taxes, (provision) benefit for income taxes and net income (loss) were as follows for the three and six months ended June 30, 2018 and 2017 : Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 U.S. U.K. Brazil Total U.S. U.K. Brazil Total (In thousands) (In thousands) Total revenues $ 2,168,001 $ 666,883 $ 108,578 $ 2,943,462 $ 4,256,487 $ 1,327,425 $ 219,576 $ 5,803,488 Income before income taxes 68,942 6,016 230 75,188 109,452 11,753 150 121,355 Provision for income taxes (17,402 ) (903 ) (420 ) (18,725 ) (26,759 ) (1,765 ) (554 ) (29,078 ) Net income (loss) (1) 51,540 5,113 (190 ) 56,463 82,693 9,988 (404 ) 92,277 Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 U.S. U.K. Brazil Total U.S. U.K. Brazil Total (In thousands) (In thousands) Total revenues $ 2,123,690 $ 437,103 $ 111,402 $ 2,672,195 $ 4,091,409 $ 887,430 $ 212,185 $ 5,191,024 Income before income taxes 56,069 4,929 692 61,690 101,675 10,310 901 112,886 Provision for income taxes (21,696 ) (806 ) (55 ) (22,557 ) (38,043 ) (1,676 ) (95 ) (39,814 ) Net income (2) 34,373 4,123 637 39,133 63,632 8,634 806 73,072 (1) Includes the following after tax: gain on real estate and dealership transactions of $15.2 million for the three and six months ended June 30, 2018 in the U.S. segment; loss due to catastrophic events of $4.4 million for the three and six months ended June 30, 2018 in the U.S. segment; loss of $3.2 million for non-cash asset impairments for the three and six months ended June 30, 2018 in the U.S. segment; loss of $1.5 million for legal settlements for the three and six months ended June 30, 2018 in the U.S. segment; and loss of $0.5 million for legal settlements for the three and six months ended June 30, 2018 in the Brazil segment. (2) Includes an after tax gain on a legal settlement with an original equipment manufacturer (“OEM”) partner of $1.1 million , in the U.S., for the six months ended June 30, 2017. Reportable segment total assets as of June 30, 2018 and December 31, 2017 , were as follows: As of June 30, 2018 U.S. U.K. Brazil Total (In thousands) Total assets $ 3,971,289 $ 784,896 $ 130,557 $ 4,886,742 As of December 31, 2017 U.S. U.K. Brazil Total (In thousands) Total assets $ 4,087,039 $ 654,154 $ 129,872 $ 4,871,065 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED CONSOLIDATED FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables include condensed consolidating financial information as of June 30, 2018 and December 31, 2017 , and for the six months ended June 30, 2018 and 2017 , for Group 1 Automotive, Inc.’s (as issuer of the 5.00% Notes) guarantor subsidiaries and non-guarantor subsidiaries (representing foreign entities). The condensed consolidating financial information includes certain allocations of balance sheet, statement of operations, and cash flows items that are not necessarily indicative of the financial position, results of operations, or cash flows of these entities had they operated on a stand-alone basis. In accordance with Rule 3-10 of Regulation S-X, condensed consolidated financial statements of non-guarantors are not required. The Company has no assets or operations independent of its subsidiaries. Obligations under the 5.00% Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by the Company’s current wholly owned domestic subsidiaries and certain of the Company’s future domestic subsidiaries, with the exception of the Company’s “minor” subsidiaries (as defined by Rule 3-10 of Regulation S-X). There are no significant restrictions on the ability of the Company or subsidiary guarantors for the Company to obtain funds from its subsidiary guarantors by dividend or loan. None of the subsidiary guarantors’ assets represent restricted assets pursuant to SEC Rule 4-08(e)(3) of Regulation S-X. CONDENSED CONSOLIDATED BALANCE SHEET June 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 8,676 $ 32,899 $ — $ 41,575 Contracts-in-transit and vehicle receivables, net — 188,592 61,114 — 249,706 Accounts and notes receivable, net — 132,452 45,887 — 178,339 Intercompany accounts receivable 39,636 56,435 — (96,071 ) — Inventories, net — 1,379,275 341,974 — 1,721,249 Prepaid expenses and other current assets 779 35,273 44,905 — 80,957 Total current assets 40,415 1,800,703 526,779 (96,071 ) 2,271,826 PROPERTY AND EQUIPMENT, net — 1,118,917 229,604 — 1,348,521 GOODWILL — 839,498 106,337 — 945,835 INTANGIBLE FRANCHISE RIGHTS — 251,240 36,126 — 287,366 INVESTMENT IN SUBSIDIARIES 2,982,451 — — (2,982,451 ) — OTHER ASSETS — 22,243 10,951 — 33,194 Total assets $ 3,022,866 $ 4,032,601 $ 909,797 $ (3,078,522 ) $ 4,886,742 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,115,163 $ 32,729 $ — $ 1,147,892 Offset account related to floorplan notes payable - credit facility — (119,562 ) — — (119,562 ) Floorplan notes payable — manufacturer affiliates — 277,299 126,934 — 404,233 Offset account related to floorplan notes payable - manufacturer affiliates — (24,500 ) — — (24,500 ) Current maturities of long-term debt and short-term financing — 50,720 25,692 — 76,412 Current liabilities from interest rate risk management activities — 682 — — 682 Accounts payable — 210,791 231,786 — 442,577 Intercompany accounts payable 855,557 — 56,434 (911,991 ) — Accrued expenses — 156,283 32,744 — 189,027 Total current liabilities 855,557 1,666,876 506,319 (911,991 ) 2,116,761 LONG-TERM DEBT, net of current maturities 878,964 354,002 125,032 — 1,357,998 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 1,597 — — 1,597 DEFERRED INCOME TAXES AND OTHER LIABILITIES 769 223,692 13,313 — 237,774 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,287,576 2,602,354 265,133 (2,982,451 ) 1,172,612 Intercompany note receivable — (815,920 ) — 815,920 — Total stockholders’ equity 1,287,576 1,786,434 265,133 (2,166,531 ) 1,172,612 Total liabilities and stockholders’ equity $ 3,022,866 $ 4,032,601 $ 909,797 $ (3,078,522 ) $ 4,886,742 CONDENSED CONSOLIDATED BALANCE SHEET December 31, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 10,096 $ 18,691 $ — $ 28,787 Contracts-in-transit and vehicle receivables, net — 266,788 39,645 — 306,433 Accounts and notes receivable, net — 144,872 43,739 — 188,611 Intercompany accounts receivable 26,988 12,948 — (39,936 ) — Inventories, net — 1,434,852 328,441 — 1,763,293 Prepaid expenses and other current assets 1,934 8,378 31,750 — 42,062 Total current assets 28,922 1,877,934 462,266 (39,936 ) 2,329,186 PROPERTY AND EQUIPMENT, net — 1,121,108 197,851 — 1,318,959 GOODWILL — 835,268 77,766 — 913,034 INTANGIBLE FRANCHISE RIGHTS — 255,980 29,652 — 285,632 INVESTMENT IN SUBSIDIARIES 2,999,407 — — (2,999,407 ) — OTHER ASSETS — 13,682 10,572 — 24,254 Total assets $ 3,028,329 $ 4,103,972 $ 778,107 $ (3,039,343 ) $ 4,871,065 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,219,844 $ 20,851 $ — $ 1,240,695 Offset account related to floorplan notes payable - credit facility — (86,547 ) — — (86,547 ) Floorplan notes payable — manufacturer affiliates — 272,563 124,620 — 397,183 Offset account related to floorplan notes payable - manufacturer affiliates — (22,500 ) — — (22,500 ) Current maturities of long-term debt and short-term financing 24,741 31,229 21,639 — 77,609 Current liabilities from interest rate risk management activities — 1,996 — — 1,996 Accounts payable — 229,470 183,511 — 412,981 Intercompany accounts payable 890,995 — 39,936 (930,931 ) — Accrued expenses — 150,241 26,829 — 177,070 Total current liabilities 915,736 1,796,296 417,386 (930,931 ) 2,198,487 LONG-TERM DEBT, net of current maturities 865,202 360,526 92,456 — 1,318,184 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 8,583 — — 8,583 DEFERRED INCOME TAXES AND OTHER LIABILITIES (117 ) 210,216 11,430 — 221,529 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,247,508 2,619,346 256,835 (2,999,407 ) 1,124,282 Intercompany note receivable — (890,995 ) — 890,995 — Total stockholders’ equity 1,247,508 1,728,351 256,835 (2,108,412 ) 1,124,282 Total liabilities and stockholders’ equity $ 3,028,329 $ 4,103,972 $ 778,107 $ (3,039,343 ) $ 4,871,065 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended June 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 2,168,001 $ 775,461 $ — $ 2,943,462 COST OF SALES — 1,817,331 687,968 — 2,505,299 GROSS PROFIT — 350,670 87,493 — 438,163 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 635 231,923 75,534 — 308,092 DEPRECIATION AND AMORTIZATION EXPENSE — 13,040 3,598 — 16,638 ASSET IMPAIRMENTS — 4,268 — — 4,268 INCOME (LOSS) FROM OPERATIONS (635 ) 101,439 8,361 — 109,165 OTHER EXPENSE: Floorplan interest expense — (12,810 ) (1,753 ) — (14,563 ) Other interest expense, net — (17,331 ) (2,083 ) — (19,414 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (635 ) 71,298 4,525 — 75,188 BENEFIT (PROVISION) FOR INCOME TAXES 153 (17,556 ) (1,322 ) — (18,725 ) EQUITY IN EARNINGS OF SUBSIDIARIES 56,945 — — (56,945 ) — NET INCOME (LOSS) $ 56,463 $ 53,742 $ 3,203 $ (56,945 ) $ 56,463 OTHER COMPREHENSIVE INCOME (lOSS) — 3,778 (24,186 ) — (20,408 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 56,463 $ 57,520 $ (20,983 ) $ (56,945 ) $ 36,055 Six Months Ended June 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 4,256,488 $ 1,547,000 $ — $ 5,803,488 COST OF SALES — 3,570,133 1,375,429 — 4,945,562 GROSS PROFIT — 686,355 171,571 — 857,926 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,403 481,088 148,948 — 632,439 DEPRECIATION AND AMORTIZATION EXPENSE — 25,921 7,059 — 32,980 ASSET IMPAIRMENTS — 4,268 — — 4,268 INCOME (LOSS) FROM OPERATIONS (2,403 ) 175,078 15,564 — 188,239 OTHER EXPENSE: Floorplan interest expense — (25,147 ) (3,503 ) — (28,650 ) Other interest expense, net — (34,348 ) (3,886 ) — (38,234 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (2,403 ) 115,583 8,175 — 121,355 BENEFIT (PROVISION) FOR INCOME TAXES 577 (27,336 ) (2,319 ) — (29,078 ) EQUITY IN EARNINGS OF SUBSIDIARIES 94,103 — — (94,103 ) — NET INCOME (LOSS) $ 92,277 $ 88,247 $ 5,856 $ (94,103 ) $ 92,277 OTHER COMPREHENSIVE INCOME (LOSS) — 13,183 (16,315 ) — (3,132 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 92,277 $ 101,430 $ (10,459 ) $ (94,103 ) $ 89,145 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended June 30, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 2,123,691 $ 548,504 $ — $ 2,672,195 COST OF SALES — 1,783,218 484,085 — 2,267,303 GROSS PROFIT — 340,473 64,419 — 404,892 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 533 242,014 56,021 — 298,568 DEPRECIATION AND AMORTIZATION EXPENSE — 11,926 2,167 — 14,093 INCOME (LOSS) FROM OPERATIONS (533 ) 86,533 6,231 — 92,231 OTHER EXPENSE: Floorplan interest expense — (12,062 ) (1,164 ) — (13,226 ) Other interest expense, net — (16,568 ) (747 ) — (17,315 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (533 ) 57,903 4,320 — 61,690 BENEFIT (PROVISION) FOR INCOME TAXES 200 (21,895 ) (862 ) — (22,557 ) EQUITY IN EARNINGS OF SUBSIDIARIES 39,467 — — (39,467 ) — NET INCOME (LOSS) $ 39,134 $ 36,008 $ 3,458 $ (39,467 ) $ 39,133 OTHER COMPREHENSIVE INCOME (LOSS) — (581 ) 4,462 — 3,881 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 39,134 $ 35,427 $ 7,920 $ (39,467 ) $ 43,014 Six Months Ended June 30, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 4,091,409 $ 1,099,615 $ — $ 5,191,024 COST OF SALES — 3,430,341 972,269 — $ 4,402,610 GROSS PROFIT — 661,068 127,346 — 788,414 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,499 474,625 111,223 — 588,347 DEPRECIATION AND AMORTIZATION EXPENSE — 23,493 4,206 — 27,699 INCOME (LOSS) FROM OPERATIONS (2,499 ) 162,950 11,917 — 172,368 OTHER EXPENSE: Floorplan interest expense — (22,940 ) (2,228 ) — (25,168 ) Other interest expense, net — (32,842 ) (1,472 ) — (34,314 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (2,499 ) 107,168 8,217 — 112,886 BENEFIT (PROVISION) FOR INCOME TAXES 937 (38,979 ) (1,772 ) — (39,814 ) EQUITY IN EARNINGS OF SUBSIDIARIES 74,634 — — (74,634 ) — NET INCOME (LOSS) $ 73,072 $ 68,189 $ 6,445 $ (74,634 ) $ 73,072 OTHER COMPREHENSIVE INCOME — 2,076 8,600 — 10,676 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 73,072 $ 70,265 $ 15,045 $ (74,634 ) $ 83,748 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (Unaudited, in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 92,277 $ 155,215 $ 15,614 $ 263,106 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (31,144 ) (43,721 ) (74,865 ) Proceeds from disposition of franchises, property and equipment — 73,785 2,138 75,923 Purchases of property and equipment, including real estate — (56,116 ) (32,114 ) (88,230 ) Deposits for real estate and dealership acquisitions (400 ) (255 ) — (655 ) Other — — — — Net cash used in investing activities (400 ) (13,730 ) (73,697 ) (87,827 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 3,261,353 62,445 3,323,798 Repayments on credit facility - floorplan line and other — (3,412,939 ) (48,555 ) (3,461,494 ) Borrowings on credit facility - acquisition line 98,596 — — 98,596 Repayments on credit facility - acquisition line (84,884 ) — — (84,884 ) Borrowings on other debt — 60,081 51,061 111,142 Principal payments on other debt (24,741 ) (24,209 ) (26,834 ) (75,784 ) Borrowings on debt related to real estate — 42,656 12,055 54,711 Principal payments on debt related to real estate — (54,144 ) (9,224 ) (63,368 ) Employee stock purchase plan purchases, net of employee tax withholdings 11 — — 11 Repurchases of common stock, amounts based on settlement date (51,276 ) — — (51,276 ) Proceeds from termination of mortgage swap — 918 — 918 Dividends paid (10,836 ) — — (10,836 ) Borrowings (repayments) with subsidiaries (35,703 ) 18,141 17,562 — Investment in subsidiaries 16,956 (34,762 ) 17,806 — Net cash provided by (used in) financing activities (91,877 ) (142,905 ) 76,316 (158,466 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (2,812 ) (2,812 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (1,420 ) 15,421 14,001 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 10,096 19,535 29,631 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 8,676 $ 34,956 $ 43,632 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (Unaudited, in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 73,072 $ (32,554 ) $ 11,644 $ 52,162 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — — (95 ) (95 ) Proceeds from disposition of franchises, property and equipment — 265 2,317 2,582 Purchases of property and equipment, including real estate — (60,594 ) (6,672 ) (67,266 ) Deposits for real estate and dealership acquisitions — 273 (57,372 ) (57,099 ) Other — 2,074 — 2,074 Net cash used in investing activities — (57,982 ) (61,822 ) (119,804 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 3,319,971 49,609 3,369,580 Repayments on credit facility - floorplan line and other — (3,244,979 ) (43,388 ) (3,288,367 ) Borrowings on credit facility - acquisition line 47,509 — — 47,509 Repayments on credit facility - acquisition line (15,000 ) — — (15,000 ) Borrowings on other debt — — 5,137 5,137 Principal payments on other debt — (542 ) — (542 ) Borrowings on debt related to real estate — — 12,901 12,901 Principal payments on debt related to real estate — (11,183 ) (2,714 ) (13,897 ) Employee stock purchase plan purchases, net of employee tax withholdings 2,487 — — 2,487 Repurchases of common stock, amounts based on settlement date (39,025 ) — — (39,025 ) Dividends paid (10,200 ) — — (10,200 ) Borrowings (repayments) with subsidiaries 32,214 (65,909 ) 33,695 — Investment in subsidiaries (91,057 ) 91,017 40 — Net cash provided by (used in) financing activities (73,072 ) 88,375 55,280 70,583 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 117 117 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (2,161 ) 5,219 3,058 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 8,039 16,207 24,246 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 5,878 $ 21,426 $ 27,304 |
Interim Financial Information (
Interim Financial Information (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed Consolidated Financial Statements and footnotes thereto that include financial information as of June 30, 2018 and for the three and six months ended June 30, 2018 and 2017 have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and are unaudited. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included in the accompanying unaudited condensed Consolidated Financial Statements. All business acquisitions completed during the periods presented have been accounted for by applying the acquisition method of accounting, and their results of operations are included from the effective dates of the closings of the acquisitions. The allocations of purchase price to the assets acquired and liabilities assumed are assigned and recorded based on estimates of fair value and are subject to change within the purchase price allocation period (generally one year from the respective acquisition date). All intercompany balances and transactions have been eliminated in consolidation. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (“ 2017 Form 10-K”). |
Business Segment Information | Business Segment Information The Company has three reportable segments: the U.S., which includes the activities of the Company's corporate office, the U.K. and Brazil. The reportable segments are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by its chief operating decision maker to allocate resources and assess performance. The Company's chief operating decision maker is its Chief Executive Officer. |
Statements of Cash Flows | Statements of Cash Flows With respect to all new vehicle floorplan borrowings, the manufacturers of the vehicles draft the Company’s credit facilities directly with no cash flow to or from the Company. With respect to borrowings for used vehicle financing in the U.S., the Company finances up to 85% of the value of the used vehicle inventory and the funds flow directly to the Company from the lender. In the U.K. and Brazil, the Company chooses which used vehicles to finance and the borrowings flow directly to the Company from the lender. All borrowings from, and repayments to, lenders affiliated with the vehicle manufacturers (excluding the cash flows from or to manufacturer affiliated lenders participating in the Company’s syndicated lending group under the Revolving Credit Facility) are presented within Cash Flows from Operating Activities on the Consolidated Statements of Cash Flows. All borrowings from, and repayments to, the syndicated lending group under the Revolving Credit Facility (as defined in Note 9 , “Credit Facilities”) (including the cash flows from or to manufacturer affiliated lenders participating in the facility), as well as borrowing from, and repayments to, the Company’s other credit facilities, are presented within Cash Flows from Financing Activities. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendment addresses several specific cash flow issues with the objective of reducing the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The Company adopted ASU 2016-15 during the first quarter of 2018. The adoption of this ASU did not materially impact its net income, retained earnings, consolidated financial statements, results of operations or cash flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force ( “ EITF ” ) . The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted ASU 2016-18 during the first quarter of 2018. The adoption of this ASU did not materially impact its consolidated financial statements, results of operations or cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The amendments in this update clarify the definition of a business in order to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU should be applied prospectively. The Company adopted ASU 2017-01 during the first quarter of 2018. The adoption of this ASU did not materially impact its consolidated financial statements or results of operations. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The amendments in this update provide clarity and reduce both diversity in practice and cost and complexity when applying the guidance of Topic 718 to a change to the terms or conditions of a share-based payment award. Under the new guidance, an entity will not apply modification accounting to a share-based payment award if all of the following are the same immediately before and after the change: 1) the award's fair value (or calculated value or intrinsic value, if those measurement methods are used), 2) the award's vesting conditions, and 3) the award's classification as an equity or liability instrument. The Company adopted ASU 2017-09 during the first quarter of 2018. The adoption of this ASU did not impact its consolidated financial statements or results of operations. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The amendments in this ASU relate to the accounting for leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of evaluating the impact that adoption will have on its consolidated balance sheet and statement of income. However, the Company expects that the adoption of the provisions of the ASU will have a significant impact on its consolidated balance sheet, as currently approximately half of its real estate is rented, not owned, via operating leases. Adoption of this ASU is required to be done using a modified retrospective approach. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments . The amendment replaces the current incurred loss impairment methodology of recognizing credit losses when a loss is probable, with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to assess credit loss estimates. The standard will be effective for fiscal years beginning after December 15, 2019, with early adoption permitted for periods after December 15, 2018. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements or results of operations, but does not expect the impact of the amendments in this ASU to be significant. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The amendment eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. The amendments in this update should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2019. Earlier application is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the impact of the adoption of the ASU to have a material impact on its consolidated financial statements, results of operations or cash flows. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 715): Targeted Improvements to Accounting for Hedging Activities. The amendments in this update better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The amendments to cash flow and net investment hedge relationships should be applied using a modified retrospective approach while the presentation and disclosure requirements are applied prospectively, effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements or results of operations, but does not expect the impact of the amendments in this ASU to be significant. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . The amendments in this update will permit entities to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax legislation enacted by the U.S. government on December 22, 2017, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), to retained earnings. The FASB gave entities the option to reclassify these amounts rather than require reclassification and the option to apply the guidance retrospectively or in the period of adoption. The amendments in this update are effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements or results of operations, but does not expect the impact of the amendments in this ASU to be significant. |
Adoption of ASC Topic 606 - Revenue from Contracts with Customers | Adoption of ASC Topic 606, "Revenue from Contracts with Customers" Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”) , and all subsequent amendments issued thereafter, that amends the accounting guidance on revenue recognition. The Company adopted Topic 606 using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018, with a cumulative-effect adjustment to retained earnings recognized as of the date of adoption. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting policies under Topic 605. The Company identified its material revenue streams to be the sale of new and used vehicles; arrangement of associated vehicle financing and the sale of service and other insurance contracts; the performance of vehicle maintenance and repair services; and the sale of vehicle parts. The Company concluded that no changes to the timing of revenue recognition for the sale of new and used vehicles, as well as vehicle parts are necessary. As it relates to the performance of vehicle maintenance and repair services recognized as a part of Parts and service sales in the accompanying Consolidated Statements of Operations, the Company identified a change in its accounting policies and procedures. Through December 31, 2017, the Company recognized revenue once the maintenance or repair services were completed and the vehicle was delivered to the customer. Under Topic 606, the Company determined that it has an enforceable right to payment during the course of the work being performed in certain jurisdictions and, thus, the Company changed its policy under Topic 606 for those jurisdictions to recognize revenue over time as the maintenance and repair services are performed. With regards to the revenue generated from the arrangement of vehicle financing and the sale of service and other insurance contracts recognized as a part of Finance, insurance and other, net in the accompanying Consolidated Statements of Operations, the Company also identified a change in the Company’s accounting policies and procedures. Generally, the Company receives an upfront commission for these transactions from the finance or insurance provider and recognizes the associated revenue when the contract is executed. In some cases, the Company also earns retrospective commission income by participating in the future profitability of the portfolio of contracts sold by the Company. Through December 31, 2017, the Company’s accounting policy was to recognize upfront commission income earned when the contract was executed and the amount was determinable, and to recognize retrospective commission income as the amounts were determined and realized. The Company concluded that this retrospective commission income represents variable consideration for which the Company’s performance obligation is satisfied when the finance or insurance product contract is executed with the end user. Under the new standard, an estimate of variable consideration, subject to a constraint, is to be included in the transaction price and recognized when or as the performance obligation is satisfied. Therefore, the Company’s accounting policy changed under Topic 606 such that the Company will estimate the amount of future earnings that it will realize from the ultimate profitability of the portfolio of contracts subject to a retrospective commission and recognize such estimate, subject to any constraint in the estimate, upfront when the contract is executed with the end user. The Company's estimates of the amount of variable consideration to be ultimately realized will be reassessed at the end of each reporting period and changes in those estimates will be adjusted through revenue. REVENUE As discussed in Note 1 , “Interim Financial Information” , the Company’s material revenue streams are the sale of new and used vehicles; arrangement of associated vehicle financing and the sale of service and other insurance contracts; the performance of vehicle maintenance and repair services (including collision restoration); and the sale of vehicle parts. The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 (1) 2018 2017 (1) (In thousands) REVENUES: New vehicle retail sales $ 1,555,570 $ 1,448,768 $ 3,069,160 $ 2,785,981 Used vehicle retail sales 821,853 685,949 1,602,423 1,346,876 Used vehicle wholesale sales 92,854 99,377 196,883 203,534 Total new and used vehicle sales 2,470,277 2,234,094 4,868,466 4,336,391 Vehicle parts sales 85,356 78,430 170,552 153,095 Maintenance and repair sales 272,773 253,201 537,092 498,234 Total parts and service sales 358,129 331,631 707,644 651,329 Finance, insurance and other, net 115,056 106,470 227,378 203,304 Total revenues $ 2,943,462 $ 2,672,195 $ 5,803,488 $ 5,191,024 (1) As described in Note 1, “Interim Financial Information”, prior period amounts have not been adjusted under the modified retrospective approach. The following table presents the Company's revenues disaggregated by its geographical segments: Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 U.S. U.K. Brazil Total U.S. U.K. Brazil Total (In thousands) (In thousands) REVENUES: New vehicle retail sales $ 1,146,882 $ 338,635 $ 70,053 $ 1,555,570 $ 2,236,835 $ 693,039 $ 139,286 $ 3,069,160 Used vehicle retail sales 592,007 208,108 21,738 821,853 1,155,837 400,657 45,929 1,602,423 Used vehicle wholesale sales 42,781 46,527 3,546 92,854 96,783 92,712 7,388 196,883 Total new and used vehicle sales 1,781,670 593,270 95,337 2,470,277 3,489,455 1,186,408 192,603 4,868,466 Vehicle parts sales 73,673 10,476 1,207 85,356 148,028 19,991 2,533 170,552 Maintenance and repair sales 215,216 47,520 10,037 272,773 425,375 91,146 20,571 537,092 Total parts and service sales 288,889 57,996 11,244 358,129 573,403 111,137 23,104 707,644 Finance, insurance and other, net 97,442 15,617 1,997 115,056 193,629 29,880 3,869 227,378 Total revenues $ 2,168,001 $ 666,883 $ 108,578 $ 2,943,462 $ 4,256,487 $ 1,327,425 $ 219,576 $ 5,803,488 Three Months Ended June 30, 2017 (1) Six Months Ended June 30, 2017 (1) U.S. U.K. Brazil Total U.S. U.K. Brazil Total (In thousands) (In thousands) REVENUES: New vehicle retail sales $ 1,143,771 $ 231,415 $ 73,582 $ 1,448,768 $ 2,162,020 $ 490,055 $ 133,906 $ 2,785,981 Used vehicle retail sales 536,193 128,406 21,350 685,949 1,058,140 243,775 44,961 1,346,876 Used vehicle wholesale sales 66,476 30,448 2,453 99,377 137,021 60,957 5,556 203,534 Total new and used vehicle sales 1,746,440 390,269 97,385 2,234,094 3,357,181 794,787 184,423 4,336,391 Vehicle parts sales 70,853 6,178 1,399 78,430 137,608 12,458 3,029 153,095 Maintenance and repair sales 211,845 30,872 10,484 253,201 416,249 61,373 20,612 498,234 Total parts and service sales 282,698 37,050 11,883 331,631 553,857 73,831 23,641 651,329 Finance, insurance and other, net 94,552 9,784 2,134 106,470 180,371 18,812 4,121 203,304 Total revenues $ 2,123,690 $ 437,103 $ 111,402 $ 2,672,195 $ 4,091,409 $ 887,430 $ 212,185 $ 5,191,024 (1) As described in Note 1, “Interim Financial Information”, prior period amounts have not been adjusted under the modified retrospective approach. New and Used Vehicle Sales Specific to the sale of new and used vehicles, the Company has a single performance obligation associated with these contracts - the delivery of the vehicle to the customer, which is the point at which transfer of control occurs. Revenue from the sale of new and used vehicles is recognized upon satisfaction of the performance obligation (i.e., delivery of the vehicle to the customer). In some cases, the Company uses a third-party auction as an agent to facilitate delivery of used vehicles to the customer. Incidental items that are immaterial in the context of the contract are accrued at the time of sale. The transaction price for new and used vehicle sales (i.e., the amount that the Company has the right to under the terms of the sales contract with the customer) is the stand-alone sales price of each individual vehicle and is generally settled within 30 days of the satisfaction of the performance obligation. In many new and used vehicle sales transactions, a portion of the consideration applied by the customer to the satisfaction of the total transaction price is a used vehicle trade-in (i.e., noncash consideration). The Company measures such noncash consideration at fair value. Revenue recognized from the sale of new and used vehicles is reflected in New vehicle retail sales , Used vehicle retail sales , and Used vehicle wholesale sales in the accompanying Consolidated Statements of Operations. With respect to the cost of freight and shipping from its dealerships to its customers, the Company’s policy is to recognize such cost in the corresponding cost of sales category. With respect to taxes assessed by governmental authorities that are imposed upon new and used vehicle sales transactions and collected by the Company from its customers, the Company’s policy is to exclude such amounts from revenues. Vehicle Parts Sales Related to the sale of vehicle parts, the Company has a single performance obligation associated with these contracts - the delivery of the parts to the customer, which is the point at which transfer of control occurs. Revenue from the sale of vehicle parts is recognized upon satisfaction of the performance obligation (i.e., delivery of the parts to the customer). The transaction price for vehicle parts sales (i.e., the amount that the Company has the right to under the terms of the sales contract with the customer) is the stand-alone sales price of each individual part and is generally settled within 30 days of the satisfaction of the performance obligation. Revenue recognized from the sale of vehicle parts is reflected in Parts and service sales in the accompanying Consolidated Statements of Operations. With respect to the cost of freight and shipping to its customers, the Company’s policy is to recognize such fulfillment cost in the corresponding cost of sales category. With respect to taxes assessed by governmental authorities that are imposed upon vehicle parts sales transactions and collected by the Company from its customers, the Company’s policy is to exclude such amounts from revenues. Maintenance and Repair Services As it relates to vehicle maintenance and repair services (including collision restoration), the Company has a single performance obligation associated with these contracts - the completion of the services. The Company has an enforceable right to payment in certain jurisdictions and, as such, transfers control of vehicle maintenance and repair services to its customer over time. Therefore, satisfaction of the performance obligation associated with the vehicle maintenance and repair services occurs, and the associated revenue is recognized, over time. The Company uses the input method for the measurement of progress and recognition of revenue, utilizing labor hours and parts applied to the customer vehicle to estimate the services performed for which the Company has an enforceable right to payment. The transaction price for vehicle maintenance and repair services (i.e., the amount that the Company has the right to under the terms of the service contract with the customer) is the sum total of the labor and, if applicable, vehicle parts used in the performance of the service, as well as the margin above cost charged to the customer. The transaction price is typically settled within 30 days of the satisfaction of the performance obligation, which generally occurs within a short period of time from contract inception. Revenue recognized from vehicle maintenance and repair services is reflected in Parts and service sales in the accompanying Consolidated Statements of Operations. With respect to taxes assessed by governmental authorities that are imposed upon vehicle maintenance and repair service transactions and collected by the Company from its customer, the Company’s policy is to exclude such amounts from revenues. Arrangement of Vehicle Financing and the Sale of Service and Other Insurance Contracts The Company receives commissions from finance and insurance providers, under the terms of its contracts with such providers, for the arrangement of vehicle financing and the sale of service and other insurance products. Within the context of the Company's contracts with the finance or insurance provider, the Company has determined that it is an agent for the finance or insurance provider and the finance or insurance provider is the Company's customer. The Company has a single performance obligation associated with these contracts for all commissions earned - the facilitation of the financing of the vehicle or sale of the insurance product. Revenue from these contracts is recognized upon satisfaction of the performance obligation, which is when the finance or insurance product contract is executed with the purchaser. The transaction price (i.e., the amount that the Company has the right to under the terms of the contract with the customer) consists of both fixed and variable consideration. With regards to the upfront commission for these contracts, the transaction price is the amount earned for each individual contract executed and is generally collected within 30 days of the satisfaction of the performance obligation. The Company may be charged back for unearned financing, insurance contract or vehicle service contract fees in the event of early termination of the contracts by customers. A reserve for future amounts estimated to be charged back is recorded, as a reduction of Finance, insurance and other revenue, net in the accompanying Consolidated Statement of Operations, based on the Company’s historical chargeback results and the termination provisions of the applicable contracts. In some cases, the Company also earns retrospective commission income by participating in the future profitability of the portfolio of product contracts sold by the Company. This consideration is variable (i.e., contingent upon the performance of the portfolio of contracts) and is generally settled over 5-7 years from the satisfaction of the performance obligation. The Company utilizes the “expected value” method to predict the amount of consideration to which the Company will be entitled, subject to constraint in the estimate. Therefore, the Company estimates the amount of future earnings that it will realize from the ultimate profitability of the portfolio and recognizes such estimate, subject to any constraint in the estimate, upfront when the product contract is executed with the end user, which is when the performance obligation is satisfied. Changes in the Company’s estimates of the amount of variable consideration to be ultimately realized are adjusted through revenue. Revenue recognized from the arrangement of vehicle financing and the sale of service and other insurance contracts is reflected in Finance, insurance and other, net in the accompanying Consolidated Statements of Operations and as a contract asset (reflected in Prepaid expenses and other current assets ) in the Consolidated Balance Sheet until the right to such consideration becomes unconditional, at which time amounts due are reclassified to accounts receivable. |
Derivative Instruments and Risk Management Activities | The periodic interest rates of the Revolving Credit Facility (as defined in Note 9, “Credit Facilities”) and certain variable-rate real estate related borrowings in the U.S. are indexed to the one-month London Inter Bank Offered Rate (“LIBOR”), plus an associated company credit risk rate. In order to minimize the earnings variability related to fluctuations in these periodic interest rates, the Company employs an interest rate hedging strategy, whereby it enters into arrangements with various financial institutional counterparties with investment grade credit ratings, swapping its variable interest rate exposure for a fixed interest rate over terms not to exceed the related variable-rate debt. The Company presents the fair value of all interest rate derivative instruments on its Consolidated Balance Sheets. The Company measures the fair value of its interest rate derivative instruments utilizing an income approach valuation technique, converting future amounts of cash flows to a single present value in order to obtain a transfer exit price within the bid and ask spread that is most representative of the fair value of its derivative instruments. In measuring fair value, the Company utilizes the option-pricing Black-Scholes present value technique for all of its derivative instruments. This option-pricing technique utilizes a one-month LIBOR forward yield curve, obtained from an independent external service provider, matched to the identical maturity term of the instrument being measured. Observable inputs utilized in the income approach valuation technique incorporate identical contractual notional amounts, fixed coupon rates, periodic terms for interest payments and contract maturity. The fair value estimate of the interest rate derivative instruments also considers the credit risk of the Company for instruments in a liability position or the counterparty for instruments in an asset position. The credit risk is calculated by using the spread between the one-month LIBOR yield curve and the relevant average 10 and 20-year rate according to Standard and Poor’s. The Company has determined the valuation measurement inputs of these derivative instruments to maximize the use of observable inputs that market participants would use in pricing similar or identical instruments and market data obtained from independent sources, which is readily observable or can be corroborated by observable market data for substantially the full term of the derivative instrument. Further, the valuation measurement inputs minimize the use of unobservable inputs. Accordingly, the Company has classified the derivatives within Level 2 of the hierarchy framework as described by Accounting Standards Codification (“ASC”) 820, Fair Value Measurement . All of the Company’s interest rate derivative instruments are designated as cash flow hedges. The related gains or losses on these interest rate derivative instruments are deferred in stockholders’ equity as a component of accumulated other comprehensive loss. These deferred gains or losses are recognized in income in the period in which the related items being hedged are recognized in expense. Monthly contractual settlements of these swap positions are recognized as Floorplan interest expense or Other interest expense, net in the Company’s accompanying Consolidated Statements of Operations. To the extent that the change in value of a derivative contract does not perfectly offset the change in the value of the items being hedged, that ineffective portion is immediately recognized in other income or expense. |
Fair Value Measurements | ASC 820 defines fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; requires disclosure of the extent to which fair value is used to measure financial and non-financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the measurement of significant unobservable inputs on earnings, or changes in net assets, as of the measurement date; and establishes a three-level valuation hierarchy based upon the transparency of inputs utilized in the measurement and valuation of financial assets or liabilities as of the measurement date: • Level 1 — unadjusted, quoted prices for identical assets or liabilities in active markets; • Level 2 — quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and • Level 3 — unobservable inputs based upon the reporting entity’s internally developed assumptions that market participants would use in pricing the asset or liability. The Company’s financial instruments consist primarily of cash and cash equivalents, contracts-in-transit and vehicle receivables, accounts and notes receivable, investments in debt and equity securities, accounts payable, credit facilities, long-term debt, and interest rate derivative instruments. The fair values of cash and cash equivalents, contracts-in-transit and vehicle receivables, accounts and notes receivable, accounts payable, and credit facilities approximate their carrying values due to the short-term nature of these instruments and/or the existence of variable interest rates. The Company evaluated its assets and liabilities for those that met the criteria of the disclosure requirements and fair value framework of ASC 820 and identified demand obligations, interest rate derivative instruments, and investment balances in certain financial institutions as having met such criteria. See Note 10 , “Long-Term Debt” , for details regarding the fair value of the Company's long-term debt. The Company periodically invests in unsecured, corporate demand obligations with manufacturer-affiliated finance companies, which bear interest at a variable rate and are redeemable on demand by the Company. Therefore, the Company has classified these demand obligations as C ash and cash equivalents in the accompanying Consolidated Balance Sheets. The Company determined that the valuation measurement inputs of these instruments include inputs other than quoted market prices, that are observable or that can be corroborated by observable data by correlation. Accordingly, the Company has classified these instruments within Level 2 of the hierarchy framework. In addition, the Company maintains an investment balance with certain of the financial institutions in Brazil that provide credit facilities for the financing of new, used, and rental vehicle inventories. The investment balances bear interest at a variable rate and are redeemable by the Company in the future under certain conditions. The Company has classified these investment balances as restricted cash within Other Assets in the accompanying Consolidated Balance Sheets. The Company determined that the valuation measurement inputs of these instruments include inputs other than quoted market prices that are observable or that can be corroborated by observable data by correlation. Accordingly, the Company has classified these instruments within Level 2 of the hierarchy framework. The Company's derivative financial instruments are recorded at fair market value. |
Interim Financial Information26
Interim Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reconciliation of cash, cash equivalents, and restricted cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Consolidated Balance Sheets to the total of the same amounts shown in the Consolidated Statements of Cash Flows. See Note 11 , “Fair Value Measurements” , for additional details regarding the Company's restricted cash balances. June 30, 2018 December 31, 2017 (In thousands) Cash and cash equivalents $ 41,575 $ 28,787 Restricted cash, included in other assets 2,057 844 Total cash, cash equivalents, and restricted cash $ 43,632 $ 29,631 |
Cumulative effect of changes made and the impact of applying Topic 606 | The cumulative effect of the changes made to the Company’s Consolidated Balance Sheet as of January 1, 2018 for the adoption of Topic 606 were as follows: January 1, 2018 Balance at Adjustment due to Balance Sheet (In thousands) Assets Accounts and notes receivable, net $ 188,611 $ 11,623 $ 200,234 Inventories, net 1,763,293 (3,660 ) 1,759,633 Prepaid expense and other current assets 42,062 8,683 50,745 Liabilities Accounts payable $ 412,981 $ 1,756 $ 414,737 Deferred income taxes 124,404 3,493 127,897 Stockholders' equity Retained earnings $ 1,246,323 $ 11,397 $ 1,257,720 The impact of applying Topic 606 for the three and six months ended June 30, 2018 was as follows: Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Higher / (Lower) As Reported Balances Without Adoption of Topic 606 Effect of Change Higher / (Lower) Income Statement (In thousands) (In thousands) Revenues Parts and service sales $ 358,129 $ 356,580 $ 1,549 $ 707,644 $ 707,572 $ 72 Finance, insurance and other, net 115,056 116,074 (1,018 ) 227,378 228,196 (818 ) Cost of sales Parts and service sales $ 163,059 $ 162,695 $ 364 $ 325,710 $ 325,811 $ (101 ) Selling, general and administrative expenses 308,092 307,808 284 632,439 632,351 88 Provision for income taxes 18,725 18,776 (51 ) 29,078 29,280 (202 ) Net income $ 56,463 $ 56,529 $ (66 ) $ 92,277 $ 92,808 $ (531 ) The impact of applying Topic 606 at June 30, 2018 was as follows: June 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Higher / (Lower) Balance Sheet (In thousands) Assets Accounts and notes receivable, net $ 178,339 $ 166,795 $ 11,544 Inventories, net 1,721,249 1,724,761 (3,512 ) Prepaid expense and other current assets 80,957 73,091 7,866 Liabilities Accounts payable $ 442,577 $ 440,763 $ 1,814 Deferred income taxes 138,478 135,199 3,279 Stockholders' equity Retained earnings and accumulated other comprehensive income $ 1,339,185 $ 1,328,380 $ 10,805 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenues disaggregated by revenue source and geographical segment | As discussed in Note 1 , “Interim Financial Information” , the Company’s material revenue streams are the sale of new and used vehicles; arrangement of associated vehicle financing and the sale of service and other insurance contracts; the performance of vehicle maintenance and repair services (including collision restoration); and the sale of vehicle parts. The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 (1) 2018 2017 (1) (In thousands) REVENUES: New vehicle retail sales $ 1,555,570 $ 1,448,768 $ 3,069,160 $ 2,785,981 Used vehicle retail sales 821,853 685,949 1,602,423 1,346,876 Used vehicle wholesale sales 92,854 99,377 196,883 203,534 Total new and used vehicle sales 2,470,277 2,234,094 4,868,466 4,336,391 Vehicle parts sales 85,356 78,430 170,552 153,095 Maintenance and repair sales 272,773 253,201 537,092 498,234 Total parts and service sales 358,129 331,631 707,644 651,329 Finance, insurance and other, net 115,056 106,470 227,378 203,304 Total revenues $ 2,943,462 $ 2,672,195 $ 5,803,488 $ 5,191,024 (1) As described in Note 1, “Interim Financial Information”, prior period amounts have not been adjusted under the modified retrospective approach. The following table presents the Company's revenues disaggregated by its geographical segments: Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 U.S. U.K. Brazil Total U.S. U.K. Brazil Total (In thousands) (In thousands) REVENUES: New vehicle retail sales $ 1,146,882 $ 338,635 $ 70,053 $ 1,555,570 $ 2,236,835 $ 693,039 $ 139,286 $ 3,069,160 Used vehicle retail sales 592,007 208,108 21,738 821,853 1,155,837 400,657 45,929 1,602,423 Used vehicle wholesale sales 42,781 46,527 3,546 92,854 96,783 92,712 7,388 196,883 Total new and used vehicle sales 1,781,670 593,270 95,337 2,470,277 3,489,455 1,186,408 192,603 4,868,466 Vehicle parts sales 73,673 10,476 1,207 85,356 148,028 19,991 2,533 170,552 Maintenance and repair sales 215,216 47,520 10,037 272,773 425,375 91,146 20,571 537,092 Total parts and service sales 288,889 57,996 11,244 358,129 573,403 111,137 23,104 707,644 Finance, insurance and other, net 97,442 15,617 1,997 115,056 193,629 29,880 3,869 227,378 Total revenues $ 2,168,001 $ 666,883 $ 108,578 $ 2,943,462 $ 4,256,487 $ 1,327,425 $ 219,576 $ 5,803,488 Three Months Ended June 30, 2017 (1) Six Months Ended June 30, 2017 (1) U.S. U.K. Brazil Total U.S. U.K. Brazil Total (In thousands) (In thousands) REVENUES: New vehicle retail sales $ 1,143,771 $ 231,415 $ 73,582 $ 1,448,768 $ 2,162,020 $ 490,055 $ 133,906 $ 2,785,981 Used vehicle retail sales 536,193 128,406 21,350 685,949 1,058,140 243,775 44,961 1,346,876 Used vehicle wholesale sales 66,476 30,448 2,453 99,377 137,021 60,957 5,556 203,534 Total new and used vehicle sales 1,746,440 390,269 97,385 2,234,094 3,357,181 794,787 184,423 4,336,391 Vehicle parts sales 70,853 6,178 1,399 78,430 137,608 12,458 3,029 153,095 Maintenance and repair sales 211,845 30,872 10,484 253,201 416,249 61,373 20,612 498,234 Total parts and service sales 282,698 37,050 11,883 331,631 553,857 73,831 23,641 651,329 Finance, insurance and other, net 94,552 9,784 2,134 106,470 180,371 18,812 4,121 203,304 Total revenues $ 2,123,690 $ 437,103 $ 111,402 $ 2,672,195 $ 4,091,409 $ 887,430 $ 212,185 $ 5,191,024 (1) As described in Note 1, “Interim Financial Information”, prior period amounts have not been adjusted under the modified retrospective approach. |
Derivative Instruments and Ri28
Derivative Instruments and Risk Management Activities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Assets and liabilities associated with interest rate derivative instruments | Assets and liabilities associated with interest rate derivative instruments as reflected in the accompanying balance sheets were as follows: As of June 30, 2018 As of December 31, 2017 (In thousands) Assets from interest rate risk management activities: Other long-term assets $ 18,548 $ 9,501 Total $ 18,548 $ 9,501 Liabilities from interest rate risk management activities: Current $ 682 $ 1,996 Long-term 1,597 8,583 Total $ 2,279 $ 10,579 |
Impact of interest rate derivative instruments | The following table presents the impact during the current and comparative prior year periods for the Company's interest rate derivative instruments on its Consolidated Statements of Operations and Consolidated Balance Sheets . Amount of Unrealized Income (Loss), Net of Tax, Recognized in Other Comprehensive Income (Loss) Six Months Ended June 30, Derivatives in Cash Flow Hedging Relationship 2018 2017 (In thousands) Interest rate derivative instruments $ 11,305 $ (2,180 ) Amount of Loss Reclassified from Other Comprehensive Income (Loss) into Statements of Operations Location of Loss Reclassified from Other Comprehensive Income (Loss) into Statements of Operations Six Months Ended June 30, 2018 2017 (In thousands) Floorplan interest expense $ (2,999 ) $ (5,656 ) Other interest expense (390 ) (1,154 ) The net amount of loss expected to be reclassified out of other comprehensive income (loss) into earnings as additional floorplan interest expense or other interest expense in the next twelve months is $0.2 million . |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Restricted Stock Awards | A summary of the restricted stock awards as of June 30, 2018 , along with the changes during the six months then ended, is as follows: Awards Weighted Average Grant Date Fair Value Nonvested at December 31, 2017 702,778 $ 68.23 Granted 210,971 75.28 Vested (191,794 ) 62.67 Forfeited (23,015 ) 70.22 Nonvested at June 30, 2018 698,940 $ 71.80 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Calculation of EPS | The following table sets forth the calculation of EPS for the three and six months ended June 30, 2018 and 2017 . Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (In thousands, except per share amounts) Weighted average basic common shares outstanding 20,036 20,516 20,167 20,604 Dilutive effect of employee stock purchases, net of assumed repurchase of treasury stock 10 6 9 5 Weighted average dilutive common shares outstanding 20,046 20,522 20,176 20,609 Basic: Net Income $ 56,463 $ 39,133 $ 92,277 $ 73,072 Less: Earnings allocated to participating securities 1,916 1,389 3,123 2,645 Net income available to basic common shares $ 54,547 $ 37,744 $ 89,154 $ 70,427 Basic earnings per common share $ 2.72 $ 1.84 $ 4.42 $ 3.42 Diluted: Net Income $ 56,463 $ 39,133 $ 92,277 $ 73,072 Less: Earnings allocated to participating securities 1,916 1,389 3,123 2,645 Net income available to diluted common shares $ 54,547 $ 37,744 $ 89,154 $ 70,427 Diluted earnings per common share $ 2.72 $ 1.84 $ 4.42 $ 3.42 |
Detail of Certain Balance She31
Detail of Certain Balance Sheet Accounts (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Accounts and notes receivable | Accounts and notes receivable consisted of the following: June 30, 2018 December 31, 2017 (In thousands) Amounts due from manufacturers $ 94,629 $ 109,599 Parts and service receivables (1) 53,884 39,343 Finance and insurance receivables 21,939 25,293 Other 10,818 17,514 Total accounts and notes receivable 181,270 191,749 Less allowance for doubtful accounts 2,931 3,138 Accounts and notes receivable, net (1) $ 178,339 $ 188,611 |
Inventories | Inventories consisted of the following: June 30, 2018 December 31, 2017 (In thousands) New vehicles $ 1,169,356 $ 1,194,632 Used vehicles 350,803 350,760 Rental vehicles 130,632 144,213 Parts, accessories and other (1) 80,392 82,755 Total inventories 1,731,183 1,772,360 Less lower of cost or net realizable value allowance 9,934 9,067 Inventories, net (1) $ 1,721,249 $ 1,763,293 (1) December 31, 2017 balances have not been adjusted under the modified retrospective approach as a part of the implementation of Topic 606. See Note 1 , “Interim Financial Information” , for further detail. |
Property and equipment | Property and equipment consisted of the following: Estimated Useful Lives in Years June 30, 2018 December 31, 2017 (In thousands) Land — $ 478,589 $ 482,600 Buildings 25 to 50 724,451 700,257 Leasehold improvements varies 185,528 172,071 Machinery and equipment 7 to 20 122,734 117,781 Furniture and fixtures 3 to 10 107,528 100,881 Company vehicles 3 to 5 12,236 11,933 Construction in progress — 48,886 41,824 Total 1,679,952 1,627,347 Less accumulated depreciation 331,431 308,388 Property and equipment, net $ 1,348,521 $ 1,318,959 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of long-term debt | The Company carries its long-term debt at face value, net of applicable discounts and capitalized debt issuance costs. Long-term debt consisted of the following: June 30, 2018 December 31, 2017 (In thousands) 5.00% senior notes (aggregate principal of $550,000 at June 30, 2018 and December 31, 2017) $ 542,888 $ 542,063 5.25% senior notes (aggregate principal of $300,000 at June 30, 2018 and December 31, 2017) 296,440 296,151 Acquisition line 39,636 26,988 Real estate related and other long-term debt 476,178 440,845 Capital lease obligations related to real estate, maturing in varying amounts through December 2037 with a weighted average interest rate of 8.5% and 10.4%, respectively 64,523 51,665 1,419,665 1,357,712 Less current maturities of long-term debt 61,667 39,528 $ 1,357,998 $ 1,318,184 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Asset and liabilities recorded at fair value | Assets and liabilities recorded at fair value, within Level 2 of the hierarchy framework, in the accompanying balance sheets as of June 30, 2018 and December 31, 2017 , respectively, were as follows: As of June 30, 2018 As of December 31, 2017 (In thousands) Assets: Investments $ 2,057 $ 844 Demand obligations 13 13 Interest rate derivative financial instruments 18,548 9,501 Total $ 20,618 $ 10,358 Liabilities: Interest rate derivative financial instruments $ 2,279 $ 10,579 Total $ 2,279 $ 10,579 |
Intangible Franchise Rights a34
Intangible Franchise Rights and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible franchise rights and goodwill accounts by reportable segment | The following is a roll-forward of the Company’s intangible franchise rights and goodwill accounts by reportable segment: Intangible Franchise Rights U.S. U.K. Brazil Total (In thousands) BALANCE, December 31, 2017 $ 255,981 $ 29,483 $ 168 $ 285,632 Additions through acquisitions 1,301 7,454 — 8,755 Disposals and assets held for sale (4,872 ) — — (4,872 ) Impairments (1,169 ) — — (1,169 ) Currency translation — (955 ) (25 ) (980 ) BALANCE, June 30, 2018 $ 251,241 $ 35,982 $ 143 $ 287,366 Goodwill U.S. U.K. Brazil Total (In thousands) BALANCE, December 31, 2017 $ 835,267 $ 65,034 $ 12,733 $ 913,034 (1) Additions through acquisitions 14,199 29,281 4,285 47,765 Purchase price allocation adjustments 12 — — 12 Disposals and assets held for sale (9,981 ) — — (9,981 ) Currency translation — (2,692 ) (2,303 ) (4,995 ) BALANCE, June 30, 2018 $ 839,497 $ 91,623 $ 14,715 $ 945,835 (1) (1) Net of accumulated impairment of $97.8 million . |
Accumulated Other Comprehensi35
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Changes in the balances of each component of accumulated other comprehensive loss | Changes in the balances of each component of accumulated other comprehensive loss for the six months ended June 30, 2018 and 2017 were as follows: Six Months Ended June 30, 2018 Accumulated foreign currency translation loss Accumulated gain (loss) on interest rate swaps Total (In thousands) Balance, December 31, 2017 $ (122,552 ) $ (674 ) $ (123,226 ) Other comprehensive income (loss) before reclassifications: Pre-tax (16,315 ) 14,875 (1,440 ) Tax effect — (3,570 ) (3,570 ) Amounts reclassified from accumulated other comprehensive loss to: Floorplan interest expense (pre-tax) — 2,999 2,999 Other interest expense (pre-tax) — 390 390 Realized gain on swap termination (pre-tax) — (918 ) (918 ) Tax effect — (593 ) (593 ) Net current period other comprehensive income (loss) (16,315 ) 13,183 (3,132 ) Balance, June 30, 2018 $ (138,867 ) $ 12,509 $ (126,358 ) Six Months Ended June 30, 2017 Accumulated foreign currency translation loss Accumulated loss on interest rate swaps Total (In thousands) Balance, December 31, 2016 $ (137,613 ) $ (9,331 ) $ (146,944 ) Other comprehensive income (loss) before reclassifications: Pre-tax 8,600 (3,488 ) 5,112 Tax effect — 1,308 1,308 Amounts reclassified from accumulated other comprehensive loss to: Floorplan interest expense (pre-tax) — 5,656 5,656 Other interest expense (pre-tax) — 1,154 1,154 Tax effect — (2,554 ) (2,554 ) Net current period other comprehensive income 8,600 2,076 10,676 Balance, June 30, 2017 $ (129,013 ) $ (7,255 ) $ (136,268 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Reportable segment information | Reportable segment revenue, income (loss) before income taxes, (provision) benefit for income taxes and net income (loss) were as follows for the three and six months ended June 30, 2018 and 2017 : Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 U.S. U.K. Brazil Total U.S. U.K. Brazil Total (In thousands) (In thousands) Total revenues $ 2,168,001 $ 666,883 $ 108,578 $ 2,943,462 $ 4,256,487 $ 1,327,425 $ 219,576 $ 5,803,488 Income before income taxes 68,942 6,016 230 75,188 109,452 11,753 150 121,355 Provision for income taxes (17,402 ) (903 ) (420 ) (18,725 ) (26,759 ) (1,765 ) (554 ) (29,078 ) Net income (loss) (1) 51,540 5,113 (190 ) 56,463 82,693 9,988 (404 ) 92,277 Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 U.S. U.K. Brazil Total U.S. U.K. Brazil Total (In thousands) (In thousands) Total revenues $ 2,123,690 $ 437,103 $ 111,402 $ 2,672,195 $ 4,091,409 $ 887,430 $ 212,185 $ 5,191,024 Income before income taxes 56,069 4,929 692 61,690 101,675 10,310 901 112,886 Provision for income taxes (21,696 ) (806 ) (55 ) (22,557 ) (38,043 ) (1,676 ) (95 ) (39,814 ) Net income (2) 34,373 4,123 637 39,133 63,632 8,634 806 73,072 (1) Includes the following after tax: gain on real estate and dealership transactions of $15.2 million for the three and six months ended June 30, 2018 in the U.S. segment; loss due to catastrophic events of $4.4 million for the three and six months ended June 30, 2018 in the U.S. segment; loss of $3.2 million for non-cash asset impairments for the three and six months ended June 30, 2018 in the U.S. segment; loss of $1.5 million for legal settlements for the three and six months ended June 30, 2018 in the U.S. segment; and loss of $0.5 million for legal settlements for the three and six months ended June 30, 2018 in the Brazil segment. (2) Includes an after tax gain on a legal settlement with an original equipment manufacturer (“OEM”) partner of $1.1 million , in the U.S., for the six months ended June 30, 2017. Reportable segment total assets as of June 30, 2018 and December 31, 2017 , were as follows: As of June 30, 2018 U.S. U.K. Brazil Total (In thousands) Total assets $ 3,971,289 $ 784,896 $ 130,557 $ 4,886,742 As of December 31, 2017 U.S. U.K. Brazil Total (In thousands) Total assets $ 4,087,039 $ 654,154 $ 129,872 $ 4,871,065 |
Condensed Consolidating Finan37
Condensed Consolidating Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed consolidating balance sheet | CONDENSED CONSOLIDATED BALANCE SHEET June 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 8,676 $ 32,899 $ — $ 41,575 Contracts-in-transit and vehicle receivables, net — 188,592 61,114 — 249,706 Accounts and notes receivable, net — 132,452 45,887 — 178,339 Intercompany accounts receivable 39,636 56,435 — (96,071 ) — Inventories, net — 1,379,275 341,974 — 1,721,249 Prepaid expenses and other current assets 779 35,273 44,905 — 80,957 Total current assets 40,415 1,800,703 526,779 (96,071 ) 2,271,826 PROPERTY AND EQUIPMENT, net — 1,118,917 229,604 — 1,348,521 GOODWILL — 839,498 106,337 — 945,835 INTANGIBLE FRANCHISE RIGHTS — 251,240 36,126 — 287,366 INVESTMENT IN SUBSIDIARIES 2,982,451 — — (2,982,451 ) — OTHER ASSETS — 22,243 10,951 — 33,194 Total assets $ 3,022,866 $ 4,032,601 $ 909,797 $ (3,078,522 ) $ 4,886,742 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,115,163 $ 32,729 $ — $ 1,147,892 Offset account related to floorplan notes payable - credit facility — (119,562 ) — — (119,562 ) Floorplan notes payable — manufacturer affiliates — 277,299 126,934 — 404,233 Offset account related to floorplan notes payable - manufacturer affiliates — (24,500 ) — — (24,500 ) Current maturities of long-term debt and short-term financing — 50,720 25,692 — 76,412 Current liabilities from interest rate risk management activities — 682 — — 682 Accounts payable — 210,791 231,786 — 442,577 Intercompany accounts payable 855,557 — 56,434 (911,991 ) — Accrued expenses — 156,283 32,744 — 189,027 Total current liabilities 855,557 1,666,876 506,319 (911,991 ) 2,116,761 LONG-TERM DEBT, net of current maturities 878,964 354,002 125,032 — 1,357,998 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 1,597 — — 1,597 DEFERRED INCOME TAXES AND OTHER LIABILITIES 769 223,692 13,313 — 237,774 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,287,576 2,602,354 265,133 (2,982,451 ) 1,172,612 Intercompany note receivable — (815,920 ) — 815,920 — Total stockholders’ equity 1,287,576 1,786,434 265,133 (2,166,531 ) 1,172,612 Total liabilities and stockholders’ equity $ 3,022,866 $ 4,032,601 $ 909,797 $ (3,078,522 ) $ 4,886,742 CONDENSED CONSOLIDATED BALANCE SHEET December 31, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 10,096 $ 18,691 $ — $ 28,787 Contracts-in-transit and vehicle receivables, net — 266,788 39,645 — 306,433 Accounts and notes receivable, net — 144,872 43,739 — 188,611 Intercompany accounts receivable 26,988 12,948 — (39,936 ) — Inventories, net — 1,434,852 328,441 — 1,763,293 Prepaid expenses and other current assets 1,934 8,378 31,750 — 42,062 Total current assets 28,922 1,877,934 462,266 (39,936 ) 2,329,186 PROPERTY AND EQUIPMENT, net — 1,121,108 197,851 — 1,318,959 GOODWILL — 835,268 77,766 — 913,034 INTANGIBLE FRANCHISE RIGHTS — 255,980 29,652 — 285,632 INVESTMENT IN SUBSIDIARIES 2,999,407 — — (2,999,407 ) — OTHER ASSETS — 13,682 10,572 — 24,254 Total assets $ 3,028,329 $ 4,103,972 $ 778,107 $ (3,039,343 ) $ 4,871,065 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,219,844 $ 20,851 $ — $ 1,240,695 Offset account related to floorplan notes payable - credit facility — (86,547 ) — — (86,547 ) Floorplan notes payable — manufacturer affiliates — 272,563 124,620 — 397,183 Offset account related to floorplan notes payable - manufacturer affiliates — (22,500 ) — — (22,500 ) Current maturities of long-term debt and short-term financing 24,741 31,229 21,639 — 77,609 Current liabilities from interest rate risk management activities — 1,996 — — 1,996 Accounts payable — 229,470 183,511 — 412,981 Intercompany accounts payable 890,995 — 39,936 (930,931 ) — Accrued expenses — 150,241 26,829 — 177,070 Total current liabilities 915,736 1,796,296 417,386 (930,931 ) 2,198,487 LONG-TERM DEBT, net of current maturities 865,202 360,526 92,456 — 1,318,184 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 8,583 — — 8,583 DEFERRED INCOME TAXES AND OTHER LIABILITIES (117 ) 210,216 11,430 — 221,529 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,247,508 2,619,346 256,835 (2,999,407 ) 1,124,282 Intercompany note receivable — (890,995 ) — 890,995 — Total stockholders’ equity 1,247,508 1,728,351 256,835 (2,108,412 ) 1,124,282 Total liabilities and stockholders’ equity $ 3,028,329 $ 4,103,972 $ 778,107 $ (3,039,343 ) $ 4,871,065 |
Condensed consolidating statements of income | CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended June 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 2,168,001 $ 775,461 $ — $ 2,943,462 COST OF SALES — 1,817,331 687,968 — 2,505,299 GROSS PROFIT — 350,670 87,493 — 438,163 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 635 231,923 75,534 — 308,092 DEPRECIATION AND AMORTIZATION EXPENSE — 13,040 3,598 — 16,638 ASSET IMPAIRMENTS — 4,268 — — 4,268 INCOME (LOSS) FROM OPERATIONS (635 ) 101,439 8,361 — 109,165 OTHER EXPENSE: Floorplan interest expense — (12,810 ) (1,753 ) — (14,563 ) Other interest expense, net — (17,331 ) (2,083 ) — (19,414 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (635 ) 71,298 4,525 — 75,188 BENEFIT (PROVISION) FOR INCOME TAXES 153 (17,556 ) (1,322 ) — (18,725 ) EQUITY IN EARNINGS OF SUBSIDIARIES 56,945 — — (56,945 ) — NET INCOME (LOSS) $ 56,463 $ 53,742 $ 3,203 $ (56,945 ) $ 56,463 OTHER COMPREHENSIVE INCOME (lOSS) — 3,778 (24,186 ) — (20,408 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 56,463 $ 57,520 $ (20,983 ) $ (56,945 ) $ 36,055 Six Months Ended June 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 4,256,488 $ 1,547,000 $ — $ 5,803,488 COST OF SALES — 3,570,133 1,375,429 — 4,945,562 GROSS PROFIT — 686,355 171,571 — 857,926 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,403 481,088 148,948 — 632,439 DEPRECIATION AND AMORTIZATION EXPENSE — 25,921 7,059 — 32,980 ASSET IMPAIRMENTS — 4,268 — — 4,268 INCOME (LOSS) FROM OPERATIONS (2,403 ) 175,078 15,564 — 188,239 OTHER EXPENSE: Floorplan interest expense — (25,147 ) (3,503 ) — (28,650 ) Other interest expense, net — (34,348 ) (3,886 ) — (38,234 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (2,403 ) 115,583 8,175 — 121,355 BENEFIT (PROVISION) FOR INCOME TAXES 577 (27,336 ) (2,319 ) — (29,078 ) EQUITY IN EARNINGS OF SUBSIDIARIES 94,103 — — (94,103 ) — NET INCOME (LOSS) $ 92,277 $ 88,247 $ 5,856 $ (94,103 ) $ 92,277 OTHER COMPREHENSIVE INCOME (LOSS) — 13,183 (16,315 ) — (3,132 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 92,277 $ 101,430 $ (10,459 ) $ (94,103 ) $ 89,145 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended June 30, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 2,123,691 $ 548,504 $ — $ 2,672,195 COST OF SALES — 1,783,218 484,085 — 2,267,303 GROSS PROFIT — 340,473 64,419 — 404,892 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 533 242,014 56,021 — 298,568 DEPRECIATION AND AMORTIZATION EXPENSE — 11,926 2,167 — 14,093 INCOME (LOSS) FROM OPERATIONS (533 ) 86,533 6,231 — 92,231 OTHER EXPENSE: Floorplan interest expense — (12,062 ) (1,164 ) — (13,226 ) Other interest expense, net — (16,568 ) (747 ) — (17,315 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (533 ) 57,903 4,320 — 61,690 BENEFIT (PROVISION) FOR INCOME TAXES 200 (21,895 ) (862 ) — (22,557 ) EQUITY IN EARNINGS OF SUBSIDIARIES 39,467 — — (39,467 ) — NET INCOME (LOSS) $ 39,134 $ 36,008 $ 3,458 $ (39,467 ) $ 39,133 OTHER COMPREHENSIVE INCOME (LOSS) — (581 ) 4,462 — 3,881 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 39,134 $ 35,427 $ 7,920 $ (39,467 ) $ 43,014 Six Months Ended June 30, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 4,091,409 $ 1,099,615 $ — $ 5,191,024 COST OF SALES — 3,430,341 972,269 — $ 4,402,610 GROSS PROFIT — 661,068 127,346 — 788,414 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,499 474,625 111,223 — 588,347 DEPRECIATION AND AMORTIZATION EXPENSE — 23,493 4,206 — 27,699 INCOME (LOSS) FROM OPERATIONS (2,499 ) 162,950 11,917 — 172,368 OTHER EXPENSE: Floorplan interest expense — (22,940 ) (2,228 ) — (25,168 ) Other interest expense, net — (32,842 ) (1,472 ) — (34,314 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (2,499 ) 107,168 8,217 — 112,886 BENEFIT (PROVISION) FOR INCOME TAXES 937 (38,979 ) (1,772 ) — (39,814 ) EQUITY IN EARNINGS OF SUBSIDIARIES 74,634 — — (74,634 ) — NET INCOME (LOSS) $ 73,072 $ 68,189 $ 6,445 $ (74,634 ) $ 73,072 OTHER COMPREHENSIVE INCOME — 2,076 8,600 — 10,676 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 73,072 $ 70,265 $ 15,045 $ (74,634 ) $ 83,748 |
Condensed consolidating statement of cash flows | CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (Unaudited, in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 92,277 $ 155,215 $ 15,614 $ 263,106 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (31,144 ) (43,721 ) (74,865 ) Proceeds from disposition of franchises, property and equipment — 73,785 2,138 75,923 Purchases of property and equipment, including real estate — (56,116 ) (32,114 ) (88,230 ) Deposits for real estate and dealership acquisitions (400 ) (255 ) — (655 ) Other — — — — Net cash used in investing activities (400 ) (13,730 ) (73,697 ) (87,827 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 3,261,353 62,445 3,323,798 Repayments on credit facility - floorplan line and other — (3,412,939 ) (48,555 ) (3,461,494 ) Borrowings on credit facility - acquisition line 98,596 — — 98,596 Repayments on credit facility - acquisition line (84,884 ) — — (84,884 ) Borrowings on other debt — 60,081 51,061 111,142 Principal payments on other debt (24,741 ) (24,209 ) (26,834 ) (75,784 ) Borrowings on debt related to real estate — 42,656 12,055 54,711 Principal payments on debt related to real estate — (54,144 ) (9,224 ) (63,368 ) Employee stock purchase plan purchases, net of employee tax withholdings 11 — — 11 Repurchases of common stock, amounts based on settlement date (51,276 ) — — (51,276 ) Proceeds from termination of mortgage swap — 918 — 918 Dividends paid (10,836 ) — — (10,836 ) Borrowings (repayments) with subsidiaries (35,703 ) 18,141 17,562 — Investment in subsidiaries 16,956 (34,762 ) 17,806 — Net cash provided by (used in) financing activities (91,877 ) (142,905 ) 76,316 (158,466 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (2,812 ) (2,812 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (1,420 ) 15,421 14,001 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 10,096 19,535 29,631 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 8,676 $ 34,956 $ 43,632 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (Unaudited, in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 73,072 $ (32,554 ) $ 11,644 $ 52,162 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — — (95 ) (95 ) Proceeds from disposition of franchises, property and equipment — 265 2,317 2,582 Purchases of property and equipment, including real estate — (60,594 ) (6,672 ) (67,266 ) Deposits for real estate and dealership acquisitions — 273 (57,372 ) (57,099 ) Other — 2,074 — 2,074 Net cash used in investing activities — (57,982 ) (61,822 ) (119,804 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 3,319,971 49,609 3,369,580 Repayments on credit facility - floorplan line and other — (3,244,979 ) (43,388 ) (3,288,367 ) Borrowings on credit facility - acquisition line 47,509 — — 47,509 Repayments on credit facility - acquisition line (15,000 ) — — (15,000 ) Borrowings on other debt — — 5,137 5,137 Principal payments on other debt — (542 ) — (542 ) Borrowings on debt related to real estate — — 12,901 12,901 Principal payments on debt related to real estate — (11,183 ) (2,714 ) (13,897 ) Employee stock purchase plan purchases, net of employee tax withholdings 2,487 — — 2,487 Repurchases of common stock, amounts based on settlement date (39,025 ) — — (39,025 ) Dividends paid (10,200 ) — — (10,200 ) Borrowings (repayments) with subsidiaries 32,214 (65,909 ) 33,695 — Investment in subsidiaries (91,057 ) 91,017 40 — Net cash provided by (used in) financing activities (73,072 ) 88,375 55,280 70,583 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 117 117 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (2,161 ) 5,219 3,058 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 8,039 16,207 24,246 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 5,878 $ 21,426 $ 27,304 |
Interim Financial Information -
Interim Financial Information - Business and Organization (Details) | Jun. 30, 2018dealershipstownstatesinternational_region |
Business And Organization [Line Items] | |
Number of international regions | international_region | 2 |
Brazil | |
Business And Organization [Line Items] | |
Number of states in which the entity operates | states | 4 |
Number of dealerships | 17 |
United States | |
Business And Organization [Line Items] | |
Number of states in which the entity operates | states | 15 |
Number of dealerships | 116 |
United Kingdom | |
Business And Organization [Line Items] | |
Number of towns in which the entity operates | town | 32 |
Number of dealerships | 47 |
Interim Financial Information39
Interim Financial Information - Business Segment Information (Details) | 3 Months Ended |
Jun. 30, 2018segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
Interim Financial Information40
Interim Financial Information - Statements of Cash Flows (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Maximum value of vehicle inventory financed | 85.00% | |
Cash paid for interest | $ 62.9 | $ 57.1 |
Cash paid for taxes, net of refunds | $ 12.8 | $ 28.6 |
Interim Financial Information41
Interim Financial Information - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 41,575 | $ 28,787 | ||
Restricted cash, included in other assets | 2,057 | 844 | ||
Total cash, cash equivalents, and restricted cash | $ 43,632 | $ 29,631 | $ 27,304 | $ 24,246 |
Interim Financial Information42
Interim Financial Information - Adoption of ASC Topic 606, "Revenue from Contract with Customers" (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Impact of ASC 606 cumulative adjustment | $ 11,397 | |
ASU 2014-09 | Parts and Service Sales | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Impact of ASC 606 cumulative adjustment | $ 4,800 | |
ASU 2014-09 | Finance and Insurance Sales | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Impact of ASC 606 cumulative adjustment | $ 6,600 |
Interim Financial Information43
Interim Financial Information - Cumulative Effect of the Changes Made and Impact of Applying Topic 606 on the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Assets | |||
Accounts and notes receivable, net | $ 178,339 | $ 200,234 | $ 188,611 |
Inventories, net | 1,721,249 | 1,759,633 | 1,763,293 |
Prepaid expenses and other current assets | 80,957 | 50,745 | 42,062 |
Liabilities | |||
Accounts payable | 442,577 | 414,737 | 412,981 |
Deferred income taxes | 138,478 | 127,897 | 124,404 |
Stockholders' equity | |||
Retained earnings | 1,339,185 | 1,257,720 | 1,246,323 |
Balances Without Adoption of Topic 606 | |||
Assets | |||
Accounts and notes receivable, net | 166,795 | 188,611 | |
Inventories, net | 1,724,761 | 1,763,293 | |
Prepaid expenses and other current assets | 73,091 | 42,062 | |
Liabilities | |||
Accounts payable | 440,763 | 412,981 | |
Deferred income taxes | 135,199 | 124,404 | |
Stockholders' equity | |||
Retained earnings | 1,328,380 | $ 1,246,323 | |
Adjustment due to Topic 606 | ASU 2014-09 | |||
Assets | |||
Accounts and notes receivable, net | 11,544 | 11,623 | |
Inventories, net | (3,512) | (3,660) | |
Prepaid expenses and other current assets | 7,866 | 8,683 | |
Liabilities | |||
Accounts payable | 1,814 | 1,756 | |
Deferred income taxes | 3,279 | 3,493 | |
Stockholders' equity | |||
Retained earnings | $ 10,805 | $ 11,397 |
Interim Financial Information44
Interim Financial Information - Impact of Applying Topic 606 on the Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | $ 2,943,462 | $ 2,672,195 | $ 5,803,488 | $ 5,191,024 |
Cost of sales | 2,505,299 | 2,267,303 | 4,945,562 | 4,402,610 |
Selling, general and administrative expenses | 308,092 | 298,568 | 632,439 | 588,347 |
Provision for income taxes | 18,725 | 22,557 | 29,078 | 39,814 |
Net income | 56,463 | 39,133 | 92,277 | 73,072 |
Balances Without Adoption of Topic 606 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Selling, general and administrative expenses | 307,808 | 632,351 | ||
Provision for income taxes | 18,776 | 29,280 | ||
Net income | 56,529 | 92,808 | ||
ASU 2014-09 | Adjustment due to Topic 606 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Selling, general and administrative expenses | 284 | 88 | ||
Provision for income taxes | (51) | (202) | ||
Net income | (66) | (531) | ||
Parts and service sales | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 358,129 | 331,631 | 707,644 | 651,329 |
Cost of sales | 163,059 | 152,766 | 325,710 | 300,108 |
Parts and service sales | Balances Without Adoption of Topic 606 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 356,580 | 707,572 | ||
Cost of sales | 162,695 | 325,811 | ||
Parts and service sales | ASU 2014-09 | Adjustment due to Topic 606 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 1,549 | 72 | ||
Cost of sales | 364 | (101) | ||
Finance, insurance and other, net | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 115,056 | $ 106,470 | 227,378 | $ 203,304 |
Finance, insurance and other, net | Balances Without Adoption of Topic 606 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 116,074 | 228,196 | ||
Finance, insurance and other, net | ASU 2014-09 | Adjustment due to Topic 606 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | $ (1,018) | $ (818) |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
REVENUES | $ 2,943,462 | $ 2,672,195 | $ 5,803,488 | $ 5,191,024 |
U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 2,168,001 | 2,123,690 | 4,256,487 | 4,091,409 |
U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 666,883 | 437,103 | 1,327,425 | 887,430 |
Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 108,578 | 111,402 | 219,576 | 212,185 |
Total new and used vehicle sales | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 2,470,277 | 2,234,094 | 4,868,466 | 4,336,391 |
Total new and used vehicle sales | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 1,781,670 | 1,746,440 | 3,489,455 | 3,357,181 |
Total new and used vehicle sales | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 593,270 | 390,269 | 1,186,408 | 794,787 |
Total new and used vehicle sales | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 95,337 | 97,385 | 192,603 | 184,423 |
New vehicle retail sales | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 1,555,570 | 1,448,768 | 3,069,160 | 2,785,981 |
New vehicle retail sales | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 1,146,882 | 1,143,771 | 2,236,835 | 2,162,020 |
New vehicle retail sales | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 338,635 | 231,415 | 693,039 | 490,055 |
New vehicle retail sales | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 70,053 | 73,582 | 139,286 | 133,906 |
Used vehicle retail sales | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 821,853 | 685,949 | 1,602,423 | 1,346,876 |
Used vehicle retail sales | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 592,007 | 536,193 | 1,155,837 | 1,058,140 |
Used vehicle retail sales | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 208,108 | 128,406 | 400,657 | 243,775 |
Used vehicle retail sales | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 21,738 | 21,350 | 45,929 | 44,961 |
Used vehicle wholesale sales | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 92,854 | 99,377 | 196,883 | 203,534 |
Used vehicle wholesale sales | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 42,781 | 66,476 | 96,783 | 137,021 |
Used vehicle wholesale sales | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 46,527 | 30,448 | 92,712 | 60,957 |
Used vehicle wholesale sales | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 3,546 | 2,453 | 7,388 | 5,556 |
Parts and service sales | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 358,129 | 331,631 | 707,644 | 651,329 |
Parts and service sales | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 288,889 | 282,698 | 573,403 | 553,857 |
Parts and service sales | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 57,996 | 37,050 | 111,137 | 73,831 |
Parts and service sales | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 11,244 | 11,883 | 23,104 | 23,641 |
Vehicle parts sales | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 85,356 | 78,430 | 170,552 | 153,095 |
Vehicle parts sales | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 73,673 | 70,853 | 148,028 | 137,608 |
Vehicle parts sales | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 10,476 | 6,178 | 19,991 | 12,458 |
Vehicle parts sales | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 1,207 | 1,399 | 2,533 | 3,029 |
Maintenance and repair sales | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 272,773 | 253,201 | 537,092 | 498,234 |
Maintenance and repair sales | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 215,216 | 211,845 | 425,375 | 416,249 |
Maintenance and repair sales | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 47,520 | 30,872 | 91,146 | 61,373 |
Maintenance and repair sales | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 10,037 | 10,484 | 20,571 | 20,612 |
Finance, insurance and other, net | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 115,056 | 106,470 | 227,378 | 203,304 |
Finance, insurance and other, net | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 97,442 | 94,552 | 193,629 | 180,371 |
Finance, insurance and other, net | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | 15,617 | 9,784 | 29,880 | 18,812 |
Finance, insurance and other, net | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
REVENUES | $ 1,997 | $ 2,134 | $ 3,869 | $ 4,121 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2018USD ($)franchisedealership | Jun. 30, 2017franchisedealershipsdealership | |
Acquisitions and Dispositions (Textual) [Abstract] | ||
Aggregate consideration paid | $ | $ 80 | |
Cash received in acquisition | $ | $ 5.1 | |
United Kingdom | ||
Acquisitions and Dispositions (Textual) [Abstract] | ||
Number of dealerships acquired | dealership | 5 | |
Number of franchises acquired | 8 | |
Number of dealerships opened | dealership | 1 | |
Number of franchises awarded | 1 | 1 |
Number of franchises disposed | 1 | |
United States | ||
Acquisitions and Dispositions (Textual) [Abstract] | ||
Number of dealerships acquired | dealership | 2 | |
Number of franchises acquired | 2 | |
Number of dealerships disposed | dealership | 1 | |
Number of franchises disposed | 2 | |
Brazil | ||
Acquisitions and Dispositions (Textual) [Abstract] | ||
Number of dealerships acquired | dealership | 1 | |
Number of franchises acquired | 1 | |
Number of dealerships disposed | dealerships | 2 | |
Number of franchises disposed | 2 |
Derivative Instruments and Ri47
Derivative Instruments and Risk Management Activities - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018USD ($)swap | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)swap | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Derivative [Line Items] | ||||||
Gain (loss) related to hedge ineffectiveness | $ 0 | $ 0 | $ 0 | $ 0 | ||
Increase in floor plan interest expense due to impact of interest rate hedges | 1,300,000 | 2,700,000 | 3,000,000 | 5,700,000 | ||
Floor plan interest expense | $ 14,563,000 | 13,226,000 | 28,650,000 | 25,168,000 | ||
Forward expiration date | Dec. 31, 2030 | |||||
Maximum notional value of derivatives in effect at any time | $ 902,400,000 | 902,400,000 | ||||
Accumulated unrealized gains (losses), net of income taxes | 12,509,000 | $ (7,255,000) | 12,509,000 | $ (7,255,000) | $ (674,000) | $ (9,331,000) |
Amount expected to be reclassified from other comprehensive loss into earnings | 200,000 | 200,000 | ||||
Interest Rate Swaps | ||||||
Derivative [Line Items] | ||||||
Notional value | $ 804,600,000 | $ 804,600,000 | ||||
Weighted average interest rate | 2.60% | 2.60% | ||||
Number of additional forward interest rate swaps | swap | 24 | 24 | ||||
Forward Interest Rate Swaps | ||||||
Derivative [Line Items] | ||||||
Notional value | $ 375,000,000 | $ 375,000,000 | ||||
Weighted average interest rate | 1.80% | 1.80% | ||||
Number of additional forward interest rate swaps | swap | 7 | 7 | ||||
Forward Interest Rate Swaps | Minimum | ||||||
Derivative [Line Items] | ||||||
Forward start date | Dec. 31, 2018 | |||||
Forward expiration date | Dec. 31, 2021 | |||||
Forward Interest Rate Swaps | Maximum | ||||||
Derivative [Line Items] | ||||||
Forward start date | Dec. 31, 2020 | |||||
Forward expiration date | Dec. 31, 2030 |
Derivative Instruments and Ri48
Derivative Instruments and Risk Management Activities - Assets and Liabilities Associated with Interest Rate Derivatives (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Assets from interest rate risk management activities: | ||
Other long-term assets | $ 18,548 | $ 9,501 |
Total | 18,548 | 9,501 |
Liabilities from interest rate risk management activities: | ||
Current | 682 | 1,996 |
Long-term | 1,597 | 8,583 |
Total | $ 2,279 | $ 10,579 |
Derivative Instruments and Ri49
Derivative Instruments and Risk Management Activities - Impact of Interest Rate Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative [Line Items] | ||||
Unrealized gain (loss) arising during the period, net of tax benefit (provision) of ($1,078), $1,542, ($3,570), and $1,308, respectively | $ 3,414 | $ (2,570) | $ 11,305 | $ (2,180) |
Floorplan interest expense | ||||
Derivative [Line Items] | ||||
Gain (loss) reclassified from other comprehensive income (loss), net of tax | (2,999) | (5,656) | ||
Other interest expense | ||||
Derivative [Line Items] | ||||
Gain (loss) reclassified from other comprehensive income (loss), net of tax | (390) | (1,154) | ||
Interest rate derivative instruments | ||||
Derivative [Line Items] | ||||
Unrealized gain (loss) arising during the period, net of tax benefit (provision) of ($1,078), $1,542, ($3,570), and $1,308, respectively | $ 11,305 | $ (2,180) |
Stock-Based Compensation Plan50
Stock-Based Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Stock-based Compensation Plans (Textual) [Abstract] | ||||
Stock-based compensation cost | $ 4,300 | $ 4,400 | $ 9,891 | $ 10,459 |
Cash received from purchase plan purchases | $ 4,000 | $ 3,800 | ||
Long Term Incentive Plan | ||||
Stock-based Compensation Plans (Textual) [Abstract] | ||||
Expiration date for stock options under long term incentive plan | May 21, 2024 | |||
Shares available for grant under the incentive plan (in shares) | 870,739 | 870,739 | ||
Restricted Stock Awards | Maximum | ||||
Stock-based Compensation Plans (Textual) [Abstract] | ||||
Vesting period | 5 years | |||
Employee Stock Purchase Plan | ||||
Stock-based Compensation Plans (Textual) [Abstract] | ||||
Expiration date for stock options under long term incentive plan | May 19, 2025 | |||
Shares available for grant under the incentive plan (in shares) | 1,063,449 | 1,063,449 | ||
Shares authorized for issuance (in shares) | 4,500,000 | 4,500,000 | ||
Percent of fair market value which employees may purchase common stock | 85.00% | |||
Shares issued to employee under purchase plan (in shares) | 75,663 | 65,042 | ||
Weighted average fair value of employee stock purchase rights issued (in dollars per share) | $ 15.47 | $ 17.38 |
Stock-Based Compensation Plan51
Stock-Based Compensation Plans - Summary of Restricted Stock Awards (Details) - Restricted Stock Awards | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Awards | |
Nonvested (in shares) | shares | 702,778 |
Granted (in shares) | shares | 210,971 |
Vested (in shares) | shares | (191,794) |
Forfeited (in shares) | shares | (23,015) |
Nonvested (in shares) | shares | 698,940 |
Weighted Average Grant Date Fair Value | |
Nonvested (in dollars per share) | $ / shares | $ 68.23 |
Granted (in dollars per share) | $ / shares | 75.28 |
Vested (in dollars per share) | $ / shares | 62.67 |
Forfeited (in dollars per share) | $ / shares | 70.22 |
Nonvested (in dollars per share) | $ / shares | $ 71.80 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Basic and Diluted Earnings per share | ||||
Weighted average basic common shares outstanding (in shares) | 20,036 | 20,516 | 20,167 | 20,604 |
Dilutive effect of employee stock purchases, net of assumed repurchase of treasury stock (in shares) | 10 | 6 | 9 | 5 |
Weighted average dilutive common shares outstanding (in shares) | 20,046 | 20,522 | 20,176 | 20,609 |
Basic: | ||||
Net income | $ 56,463 | $ 39,133 | $ 92,277 | $ 73,072 |
Less: Earnings allocated to participating securities | 1,916 | 1,389 | 3,123 | 2,645 |
Net income available to basic common shares | $ 54,547 | $ 37,744 | $ 89,154 | $ 70,427 |
Basic earnings per common share (in dollars per share) | $ 2.72 | $ 1.84 | $ 4.42 | $ 3.42 |
Diluted: | ||||
Net income | $ 56,463 | $ 39,133 | $ 92,277 | $ 73,072 |
Less: Earnings allocated to participating securities | 1,916 | 1,389 | 3,123 | 2,645 |
Net income available to diluted common shares | $ 54,547 | $ 37,744 | $ 89,154 | $ 70,427 |
Diluted earnings per common share (in dollars per share) | $ 2.72 | $ 1.84 | $ 4.42 | $ 3.42 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Income Tax Disclosure [Text Block] | INCOME TAXES For the three and six months ended June 30, 2018 , the Company's effective tax rate decreased to 24.9% and 24.0% , respectively, as compared to 36.6% and 35.3% for the three and six months ended June 30, 2017 , respectively. This decrease was primarily due to the impact of the Tax Act that made broad and complex changes to the Code. Those changes include, but are not limited to, reducing the U.S. federal corporate tax rate from 35.0% to 21.0% , creating a territorial tax system that generally eliminates U.S. federal income taxes on dividends from foreign subsidiaries, requiring companies to pay a one-time transition tax on unrepatriated earnings of their foreign subsidiaries, creating a “minimum tax” on certain foreign earnings (i.e. global intangible low-taxed income, or “GILTI”), limiting the deduction for net interest expense incurred by U.S. corporations, and eliminating certain deductions, including deductions for certain compensation arrangements and certain other business expenses. The Company recognizes the tax on GILTI as a period expense in the period the tax is incurred. Under this policy, the Company has not provided deferred taxes related to temporary differences that upon their reversal will affect the amount of income subject to GILTI in the period. As of June 30, 2018 , the Company estimated that the 2018 GILTI tax will not be material. The Company is subject to U.S. federal income taxes and income taxes in numerous U.S. states. In addition, the Company is subject to income tax in the U.K. and Brazil relative to its foreign subsidiaries. The Company's effective income tax rate of 24.9% and 24.0% for the three and six months ended June 30, 2018 , respectively, was more than the U.S. federal statutory rate of 21.0% , due primarily to: (1) the taxes provided for in U.S. state jurisdictions; (2) valuation allowances provided for net operating losses and other deferred tax assets in certain U.S. states and in Brazil; (3) unrecognized tax benefits with respect to uncertain tax positions; and (4) the deferred tax impact of certain goodwill amortization in Brazil, partially offset by: (1) income generated in the U.K., which is taxed at a 19.0% statutory rate; and (2) excess tax deductions for restricted stock awards. In accordance with SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Job Act (“SAB 118”), the Company made a reasonable estimate of the Tax Act’s impact and provisionally recorded this estimate in its results for the period ended December 31, 2017 . As of June 30, 2018 , the Company has not completed its accounting for the aspects of the Tax Act recorded provisionally: the re-measurement of deferred taxes based on the reduced tax rate, and the Company's provisional determination that the Company does not have a transition tax liability for previously untaxed accumulated and current earnings and profits of foreign subsidiaries. The Company will continue to gather data and evaluate the impact of the Tax Act after the Company has considered additional guidance issued by the U.S. Treasury Department, the IRS, state tax authorities and other standard-setting bodies. This analysis may result in adjustments to the provisional amounts, which would impact the Company's provision for income taxes and effective tax rate for the period in which the adjustments are made. The Company expects to complete its accounting for the Tax Act in 2018. As of June 30, 2018 , the Company's unrecognized tax benefits totaled $1.3 million , including related interest and penalty. To the extent that any such tax benefits are recognized in the future, such recognition would reduce the tax liability in that period by approximately $1.1 million . Consistent with prior treatment of tax related assessments, the Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company's taxable years 2013 and subsequent remain open for examination in the U.S. The Company's taxable years 2016 and subsequent remain open in the U.K., and taxable years 2012 and subsequent remain open in Brazil. | |||
Effective tax rate | 24.90% | 36.60% | 24.00% | 35.30% |
U.S. federal corporate tax rate | 21.00% | |||
Unrecognized tax benefits | $ 1,300,000 | $ 1,300,000 | ||
Impact of unrecognized tax benefits on tax liability | $ 1,100,000 | |||
United States | ||||
Segment Reporting Information [Line Items] | ||||
Open tax year | 2,013 | |||
United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
U.S. federal corporate tax rate | 19.00% | |||
Open tax year | 2,016 | |||
Brazil | ||||
Segment Reporting Information [Line Items] | ||||
Open tax year | 2,012 |
- Accounts and Notes Receivable
- Accounts and Notes Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Accounts and notes receivable | |||
Accounts and notes receivable | $ 181,270 | $ 191,749 | |
Less allowance for doubtful accounts | 2,931 | 3,138 | |
Accounts and notes receivable, net | 178,339 | $ 200,234 | 188,611 |
Amounts due from manufacturers | |||
Accounts and notes receivable | |||
Accounts and notes receivable | 94,629 | 109,599 | |
Parts and service receivables | |||
Accounts and notes receivable | |||
Accounts and notes receivable | 53,884 | 39,343 | |
Finance and insurance receivables | |||
Accounts and notes receivable | |||
Accounts and notes receivable | 21,939 | 25,293 | |
Other | |||
Accounts and notes receivable | |||
Accounts and notes receivable | $ 10,818 | $ 17,514 |
Detail of Certain Balance She55
Detail of Certain Balance Sheet Accounts - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Summary of inventories | |||
New vehicles | $ 1,169,356 | $ 1,194,632 | |
Used vehicles | 350,803 | 350,760 | |
Rental vehicles | 130,632 | 144,213 | |
Parts, accessories and other | 80,392 | 82,755 | |
Total inventories | 1,731,183 | 1,772,360 | |
Less lower of cost or net realizable value allowance | 9,934 | 9,067 | |
Inventories, net | $ 1,721,249 | $ 1,759,633 | $ 1,763,293 |
Detail of Certain Balance She56
Detail of Certain Balance Sheet Accounts - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,679,952 | $ 1,627,347 |
Less accumulated depreciation | 331,431 | 308,388 |
Property and equipment, net | 1,348,521 | 1,318,959 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 478,589 | 482,600 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 724,451 | 700,257 |
Buildings | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 25 years | |
Buildings | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 50 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 185,528 | 172,071 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 122,734 | 117,781 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 20 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 107,528 | 100,881 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years | |
Company vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12,236 | 11,933 |
Company vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Company vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 48,886 | $ 41,824 |
Detail of Certain Balance She57
Detail of Certain Balance Sheet Accounts - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Capital expenditures incurred for purchase and construction of assets | $ 65,100 | ||
Accrued capital expenditures | 8,630 | $ 11,105 | $ 8,800 |
Sold During Period | |||
Property, Plant and Equipment [Line Items] | |||
Land, building, and other equipment disposed of | 20,700 | ||
Held-for-Sale | |||
Property, Plant and Equipment [Line Items] | |||
Land, building, and other equipment disposed of | 17,400 | ||
Real Estate and Other Property and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets acquired | 23,000 | ||
Real Estate and Other Property and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets acquired | $ 9,700 |
Credit Facilities (Details)
Credit Facilities (Details) | 3 Months Ended | |
Jun. 30, 2018USD ($)loan | Dec. 31, 2017USD ($) | |
Line of Credit Facility [Line Items] | ||
Funds immediately available under facility | $ 119,562,000 | $ 86,547,000 |
Immediately available funds under facility | 24,500,000 | $ 22,500,000 |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 1,800,000,000 | |
Maturity date of credit facility | Jun. 17, 2021 | |
Number of financial institutions | loan | 24 | |
Number of manufacturer-affiliated finance companies | loan | 6 | |
Maximum restricted payments | $ 208,500,000 | |
Restricted payment | 162,100,000 | |
Floorplan Line | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 1,750,000,000 | |
Outstanding balance | 995,600,000 | |
Available amount under borrowing capacity | 444,400,000 | |
Funds immediately available under facility | $ 119,600,000 | |
Weighted average interest rate | 3.20% | 2.70% |
Acquisition Line | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 360,000,000 | |
Minimum borrowing capacity | 50,000,000 | |
Outstanding balance | 39,636,000 | $ 26,988,000 |
Available amount under borrowing capacity | $ 295,100,000 | |
Interest rate | 2.24% | |
Letters of credit outstanding | $ 25,000,000 | |
FMCC Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 300,000,000 | |
Available amount under borrowing capacity | $ 155,900,000 | |
Interest rate | 6.50% | |
Outstanding balance | $ 144,100,000 | |
Basis spread on variable rate | 1.50% | |
UK Credit Facilities | ||
Line of Credit Facility [Line Items] | ||
Outstanding balance | $ 139,500,000 | |
UK Credit Facilities | Minimum | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 1.65% | |
UK Credit Facilities | Maximum | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 3.45% | |
Brazilian Credit Facilities | ||
Line of Credit Facility [Line Items] | ||
Outstanding balance | $ 20,100,000 | |
Brazilian Credit Facilities | Minimum | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 10.92% | |
Grace period | 0 days | |
Brazilian Credit Facilities | Maximum | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 16.63% | |
Grace period | 90 days | |
Rental Vehicles Financed through Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Outstanding balance | $ 108,700,000 | |
Rental Vehicles Financed through Credit Facility | Maximum | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 6.50% |
Long-Term Debt - Composition of
Long-Term Debt - Composition of Long-Term Debt (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Capital lease obligations related to real estate, maturing in varying amounts through December 2037 with a weighted average interest rate of 8.5% and 10.4%, respectively | $ 64,523,000 | $ 51,665,000 |
Long-term debt | 1,419,665,000 | 1,357,712,000 |
Less current maturities of long-term debt | 61,667,000 | 39,528,000 |
Long-term debt, net of current maturities | 1,357,998,000 | 1,318,184,000 |
Acquisition Line | ||
Debt Instrument [Line Items] | ||
Acquisition line | 39,636,000 | 26,988,000 |
5.00% Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 542,888,000 | $ 542,063,000 |
Interest rate | 5.00% | 5.00% |
Aggregate principal amount | $ 550,000,000 | $ 550,000,000 |
5.25% Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 296,440,000 | $ 296,151,000 |
Interest rate | 5.25% | 5.25% |
Aggregate principal amount | $ 300,000,000 | $ 300,000,000 |
Real estate related and other long-term debt | ||
Debt Instrument [Line Items] | ||
Real estate related and other long-term debt | $ 476,178,000 | $ 440,845,000 |
Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 8.50% | 10.40% |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018USD ($)loan | Dec. 31, 2017USD ($)loan | Jun. 30, 2018USD ($) | |
U.K. Working Capital Loans | |||
Debt Instrument [Line Items] | |||
Borrowings outstanding | $ 20,400,000 | $ 20,400,000 | |
Current maturities of long-term debt | $ 2,100,000 | 2,100,000 | |
Mortgage Loans | |||
Debt Instrument [Line Items] | |||
Number of loans as per loan agreements | loan | 61 | ||
Aggregate principal amount | $ 432,700,000 | 432,700,000 | |
Borrowings outstanding | 365,500,000 | 365,500,000 | |
Current maturities of long-term debt | 46,000,000 | 46,000,000 | |
Additional net borrowings | 42,700,000 | ||
Principal payments | 27,200,000 | ||
Fixed interest rate borrowings | 83,200,000 | $ 86,800,000 | 83,200,000 |
Fair value of fixed interest rate borrowings | $ 85,000,000 | 92,900,000 | 85,000,000 |
U.K. Notes | |||
Debt Instrument [Line Items] | |||
Number of loans as per loan agreements | loan | 18 | ||
Borrowings outstanding | $ 80,700,000 | 80,700,000 | |
Current maturities of long-term debt | $ 7,900,000 | 7,900,000 | |
Additional net borrowings | 12,100,000 | ||
Principal payments | 8,600,000 | ||
Maturity date of notes | Sep. 1, 2034 | ||
Brazil Note | |||
Debt Instrument [Line Items] | |||
Borrowings outstanding | $ 2,600,000 | 2,600,000 | |
Current maturities of long-term debt | 300,000 | 300,000 | |
Additional net borrowings | 0 | ||
Principal payments | 300,000 | ||
Brazilian Third Party Loan | |||
Debt Instrument [Line Items] | |||
Borrowings outstanding | 5,700,000 | 5,700,000 | |
Additional net borrowings | 0 | ||
5.00% Senior Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 550,000,000 | $ 550,000,000 | $ 550,000,000 |
Interest rate | 5.00% | 5.00% | 5.00% |
Fair value of long-term debt | $ 548,300,000 | $ 567,900,000 | $ 548,300,000 |
5.25% Senior Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 |
Interest rate | 5.25% | 5.25% | 5.25% |
Fair value of long-term debt | $ 291,200,000 | $ 310,900,000 | $ 291,200,000 |
Revolving Credit Facility | U.K. Working Capital Loans | |||
Debt Instrument [Line Items] | |||
Number of loans as per loan agreements | loan | 2 | ||
Borrowings made under short-term debt agreement | 26,400,000 | ||
Principal payments under short-term debt agreement | 26,600,000 | ||
Revolving Credit Facility | U.K. Working Capital Loan 1 | |||
Debt Instrument [Line Items] | |||
Short-term loan | 13,100,000 | $ 13,100,000 | 13,100,000 |
Revolving Credit Facility | U.K. Working Capital Loan 2 | |||
Debt Instrument [Line Items] | |||
Short-term loan | 13,400,000 | 13,400,000 | 13,400,000 |
Revolving Credit Facility | Brazilian Short-Term Financing Arrangement | |||
Debt Instrument [Line Items] | |||
Short-term loan | $ 1,700,000 | 1,700,000 | |
Borrowings made under short-term debt agreement | 2,400,000 | ||
Principal payments under short-term debt agreement | $ 300,000 | ||
Revolving Credit Facility | U.S. Short-Term Financing Arrangement | |||
Debt Instrument [Line Items] | |||
Short-term loan | $ 24,700,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Level 2 - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Assets: | ||
Interest rate derivative financial instruments | $ 18,548 | $ 9,501 |
Total | 20,618 | 10,358 |
Liabilities: | ||
Interest rate derivative financial instruments | 2,279 | 10,579 |
Total | 2,279 | 10,579 |
Investments | ||
Assets: | ||
Investments | 2,057 | 844 |
Demand obligations | ||
Assets: | ||
Investments | $ 13 | $ 13 |
Intangible Franchise Rights a62
Intangible Franchise Rights and Goodwill - Intangible Franchise Rights by Reportable Segment (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Intangible Franchise Rights [Roll Forward] | |
BALANCE | $ 285,632 |
Additions through acquisitions | 8,755 |
Disposals and assets held for sale | (4,872) |
Impairments | (1,169) |
Currency translation | (980) |
BALANCE | 287,366 |
U.S. | |
Intangible Franchise Rights [Roll Forward] | |
BALANCE | 255,981 |
Additions through acquisitions | 1,301 |
Disposals and assets held for sale | (4,872) |
Impairments | (1,169) |
Currency translation | 0 |
BALANCE | 251,241 |
U.K. | |
Intangible Franchise Rights [Roll Forward] | |
BALANCE | 29,483 |
Additions through acquisitions | 7,454 |
Disposals and assets held for sale | 0 |
Impairments | 0 |
Currency translation | (955) |
BALANCE | 35,982 |
Brazil | |
Intangible Franchise Rights [Roll Forward] | |
BALANCE | 168 |
Additions through acquisitions | 0 |
Disposals and assets held for sale | 0 |
Impairments | 0 |
Currency translation | (25) |
BALANCE | $ 143 |
Intangible Franchise Rights a63
Intangible Franchise Rights and Goodwill - Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
BALANCE | $ 913,034 | |
Additions through acquisitions | 47,765 | |
Purchase price allocation adjustments | 12 | |
Disposals and assets held for sale | (9,981) | |
Currency translation | (4,995) | |
BALANCE | 945,835 | |
Accumulated goodwill impairment | 97,800 | $ 97,800 |
U.S. | ||
Goodwill [Roll Forward] | ||
BALANCE | 835,267 | |
Additions through acquisitions | 14,199 | |
Purchase price allocation adjustments | 12 | |
Disposals and assets held for sale | (9,981) | |
Currency translation | 0 | |
BALANCE | 839,497 | |
U.K. | ||
Goodwill [Roll Forward] | ||
BALANCE | 65,034 | |
Additions through acquisitions | 29,281 | |
Purchase price allocation adjustments | 0 | |
Disposals and assets held for sale | 0 | |
Currency translation | (2,692) | |
BALANCE | 91,623 | |
Brazil | ||
Goodwill [Roll Forward] | ||
BALANCE | 12,733 | |
Additions through acquisitions | 4,285 | |
Purchase price allocation adjustments | 0 | |
Disposals and assets held for sale | 0 | |
Currency translation | (2,303) | |
BALANCE | $ 14,715 |
Accumulated Other Comprehensi64
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Accumulated foreign currency translation loss | ||||
Balance | $ (122,552) | $ (137,613) | ||
Other comprehensive income (loss) before reclassifications: | ||||
Pre-tax | (16,315) | 8,600 | ||
Tax effect | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive loss to: | ||||
Tax effect | 0 | 0 | ||
Net current period other comprehensive income (loss) | (16,315) | 8,600 | ||
Balance | $ (138,867) | $ (129,013) | (138,867) | (129,013) |
Accumulated gain (loss) on interest rate swaps | ||||
Balance | (674) | (9,331) | ||
Other comprehensive income (loss) before reclassifications: | ||||
Pre-tax | 14,875 | (3,488) | ||
Tax effect | (1,078) | 1,542 | (3,570) | 1,308 |
Amounts reclassified from accumulated other comprehensive loss to: | ||||
Tax effect | (593) | (2,554) | ||
Net current period other comprehensive income | 3,778 | (581) | 13,183 | 2,076 |
Balance | 12,509 | (7,255) | 12,509 | (7,255) |
Total | ||||
Balance | (123,226) | (146,944) | ||
Other comprehensive income (loss) before reclassifications: | ||||
Pre-tax | (1,440) | 5,112 | ||
Tax effect | (3,570) | 1,308 | ||
Amounts reclassified from accumulated other comprehensive loss to: | ||||
Tax effect | (593) | (2,554) | ||
Net current period other comprehensive income | (3,132) | 10,676 | ||
Balance | $ (126,358) | $ (136,268) | (123,226) | (146,944) |
Floorplan interest expense (pre-tax) | ||||
Amounts reclassified from accumulated other comprehensive loss to: | ||||
Interest expense | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive loss to: | ||||
Interest expense | 2,999 | 5,656 | ||
Amounts reclassified from accumulated other comprehensive loss to: | ||||
Pre-tax | 2,999 | 5,656 | ||
Other interest expense (pre-tax) | ||||
Amounts reclassified from accumulated other comprehensive loss to: | ||||
Interest expense | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive loss to: | ||||
Interest expense | 390 | 1,154 | ||
Amounts reclassified from accumulated other comprehensive loss to: | ||||
Pre-tax | 390 | $ 1,154 | ||
Realized gain on swap termination (pre-tax) | ||||
Amounts reclassified from accumulated other comprehensive loss to: | ||||
Interest expense | 0 | |||
Amounts reclassified from accumulated other comprehensive loss to: | ||||
Interest expense | (918) | |||
Amounts reclassified from accumulated other comprehensive loss to: | ||||
Pre-tax | $ (918) |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Jun. 30, 2018segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Reportabl
Segment Information - Reportable Segment Revenue, Income (Loss) Before Income Taxes, (Provision) Benefit for Income Taxes and Net Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
REVENUES | $ 2,943,462 | $ 2,672,195 | $ 5,803,488 | $ 5,191,024 |
Income before income taxes | 75,188 | 61,690 | 121,355 | 112,886 |
Provision for income taxes | (18,725) | (22,557) | (29,078) | (39,814) |
Net income | 56,463 | 39,133 | 92,277 | 73,072 |
Loss for non-cash asset impairments | 4,268 | 0 | 4,268 | 0 |
U.S. | ||||
Segment Reporting Information [Line Items] | ||||
REVENUES | 2,168,001 | 2,123,690 | 4,256,487 | 4,091,409 |
Income before income taxes | 68,942 | 56,069 | 109,452 | 101,675 |
Provision for income taxes | (17,402) | (21,696) | (26,759) | (38,043) |
Net income | 51,540 | 34,373 | 82,693 | 63,632 |
Gain on real estate and dealership transactions | 15,200 | 15,200 | ||
Loss due to catastrophic events | 4,400 | 4,400 | ||
Loss for non-cash asset impairments | 3,200 | 3,200 | ||
Loss for litigation settlements | (1,500) | (1,500) | ||
U.S. | Net of Taxes | ||||
Segment Reporting Information [Line Items] | ||||
After-tax gain on legal settlement | 1,100 | |||
U.K. | ||||
Segment Reporting Information [Line Items] | ||||
REVENUES | 666,883 | 437,103 | 1,327,425 | 887,430 |
Income before income taxes | 6,016 | 4,929 | 11,753 | 10,310 |
Provision for income taxes | (903) | (806) | (1,765) | (1,676) |
Net income | 5,113 | 4,123 | 9,988 | 8,634 |
Brazil | ||||
Segment Reporting Information [Line Items] | ||||
REVENUES | 108,578 | 111,402 | 219,576 | 212,185 |
Income before income taxes | 230 | 692 | 150 | 901 |
Provision for income taxes | (420) | (55) | (554) | (95) |
Net income | (190) | $ 637 | $ (404) | $ 806 |
Loss for litigation settlements | $ 500 |
Segment Information - Reporta67
Segment Information - Reportable Segment Total Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 4,886,742 | $ 4,871,065 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Total assets | 3,971,289 | 4,087,039 |
U.K. | ||
Segment Reporting Information [Line Items] | ||
Total assets | 784,896 | 654,154 |
Brazil | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 130,557 | $ 129,872 |
Condensed Consolidating Finan68
Condensed Consolidating Financial Information - Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 41,575 | $ 28,787 | |
Contracts-in-transit and vehicle receivables, net | 249,706 | 306,433 | |
Accounts and notes receivable, net | 178,339 | $ 200,234 | 188,611 |
Intercompany accounts receivable | 0 | 0 | |
Inventories, net | 1,721,249 | 1,759,633 | 1,763,293 |
Prepaid expenses and other current assets | 80,957 | 50,745 | 42,062 |
Total current assets | 2,271,826 | 2,329,186 | |
PROPERTY AND EQUIPMENT, net | 1,348,521 | 1,318,959 | |
GOODWILL | 945,835 | 913,034 | |
INTANGIBLE FRANCHISE RIGHTS | 287,366 | 285,632 | |
INVESTMENT IN SUBSIDIARIES | 0 | 0 | |
OTHER ASSETS | 33,194 | 24,254 | |
Total assets | 4,886,742 | 4,871,065 | |
CURRENT LIABILITIES: | |||
Floorplan notes payable — credit facility and other | 1,147,892 | 1,240,695 | |
Offset account related to floorplan notes payable - credit facility | (119,562) | (86,547) | |
Floorplan notes payable — manufacturer affiliates | 404,233 | 397,183 | |
Offset account related to floorplan notes payable - manufacturer affiliates | (24,500) | (22,500) | |
Current maturities of long-term debt and short-term financing | 76,412 | 77,609 | |
Current liabilities from interest rate risk management activities | 682 | 1,996 | |
Accounts payable | 442,577 | $ 414,737 | 412,981 |
Intercompany accounts payable | 0 | 0 | |
Accrued expenses | 189,027 | 177,070 | |
Total current liabilities | 2,116,761 | 2,198,487 | |
LONG-TERM DEBT, net of current maturities | 1,357,998 | 1,318,184 | |
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 1,597 | 8,583 | |
DEFERRED INCOME TAXES AND OTHER LIABILITIES | 237,774 | 221,529 | |
STOCKHOLDERS’ EQUITY: | |||
Group 1 stockholders’ equity | 1,172,612 | 1,124,282 | |
Intercompany note receivable | 0 | 0 | |
Total stockholders’ equity | 1,172,612 | 1,124,282 | |
Total liabilities and stockholders’ equity | 4,886,742 | 4,871,065 | |
Elimination | |||
CURRENT ASSETS: | |||
Cash and cash equivalents | 0 | 0 | |
Contracts-in-transit and vehicle receivables, net | 0 | 0 | |
Accounts and notes receivable, net | 0 | 0 | |
Intercompany accounts receivable | (96,071) | (39,936) | |
Inventories, net | 0 | 0 | |
Prepaid expenses and other current assets | 0 | 0 | |
Total current assets | (96,071) | (39,936) | |
PROPERTY AND EQUIPMENT, net | 0 | 0 | |
GOODWILL | 0 | 0 | |
INTANGIBLE FRANCHISE RIGHTS | 0 | 0 | |
INVESTMENT IN SUBSIDIARIES | (2,982,451) | (2,999,407) | |
OTHER ASSETS | 0 | 0 | |
Total assets | (3,078,522) | (3,039,343) | |
CURRENT LIABILITIES: | |||
Floorplan notes payable — credit facility and other | 0 | 0 | |
Offset account related to floorplan notes payable - credit facility | 0 | 0 | |
Floorplan notes payable — manufacturer affiliates | 0 | 0 | |
Offset account related to floorplan notes payable - manufacturer affiliates | 0 | 0 | |
Current maturities of long-term debt and short-term financing | 0 | 0 | |
Current liabilities from interest rate risk management activities | 0 | 0 | |
Accounts payable | 0 | 0 | |
Intercompany accounts payable | (911,991) | (930,931) | |
Accrued expenses | 0 | 0 | |
Total current liabilities | (911,991) | (930,931) | |
LONG-TERM DEBT, net of current maturities | 0 | 0 | |
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 0 | 0 | |
DEFERRED INCOME TAXES AND OTHER LIABILITIES | 0 | 0 | |
STOCKHOLDERS’ EQUITY: | |||
Group 1 stockholders’ equity | (2,982,451) | (2,999,407) | |
Intercompany note receivable | 815,920 | 890,995 | |
Total stockholders’ equity | (2,166,531) | (2,108,412) | |
Total liabilities and stockholders’ equity | (3,078,522) | (3,039,343) | |
Group 1 Automotive, Inc. | |||
CURRENT ASSETS: | |||
Cash and cash equivalents | 0 | 0 | |
Contracts-in-transit and vehicle receivables, net | 0 | 0 | |
Accounts and notes receivable, net | 0 | 0 | |
Intercompany accounts receivable | 39,636 | 26,988 | |
Inventories, net | 0 | 0 | |
Prepaid expenses and other current assets | 779 | 1,934 | |
Total current assets | 40,415 | 28,922 | |
PROPERTY AND EQUIPMENT, net | 0 | 0 | |
GOODWILL | 0 | 0 | |
INTANGIBLE FRANCHISE RIGHTS | 0 | 0 | |
INVESTMENT IN SUBSIDIARIES | 2,982,451 | 2,999,407 | |
OTHER ASSETS | 0 | 0 | |
Total assets | 3,022,866 | 3,028,329 | |
CURRENT LIABILITIES: | |||
Floorplan notes payable — credit facility and other | 0 | 0 | |
Offset account related to floorplan notes payable - credit facility | 0 | 0 | |
Floorplan notes payable — manufacturer affiliates | 0 | 0 | |
Offset account related to floorplan notes payable - manufacturer affiliates | 0 | 0 | |
Current maturities of long-term debt and short-term financing | 0 | 24,741 | |
Current liabilities from interest rate risk management activities | 0 | 0 | |
Accounts payable | 0 | 0 | |
Intercompany accounts payable | 855,557 | 890,995 | |
Accrued expenses | 0 | 0 | |
Total current liabilities | 855,557 | 915,736 | |
LONG-TERM DEBT, net of current maturities | 878,964 | 865,202 | |
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 0 | 0 | |
DEFERRED INCOME TAXES AND OTHER LIABILITIES | 769 | (117) | |
STOCKHOLDERS’ EQUITY: | |||
Group 1 stockholders’ equity | 1,287,576 | 1,247,508 | |
Intercompany note receivable | 0 | 0 | |
Total stockholders’ equity | 1,287,576 | 1,247,508 | |
Total liabilities and stockholders’ equity | 3,022,866 | 3,028,329 | |
Guarantor Subsidiaries | |||
CURRENT ASSETS: | |||
Cash and cash equivalents | 8,676 | 10,096 | |
Contracts-in-transit and vehicle receivables, net | 188,592 | 266,788 | |
Accounts and notes receivable, net | 132,452 | 144,872 | |
Intercompany accounts receivable | 56,435 | 12,948 | |
Inventories, net | 1,379,275 | 1,434,852 | |
Prepaid expenses and other current assets | 35,273 | 8,378 | |
Total current assets | 1,800,703 | 1,877,934 | |
PROPERTY AND EQUIPMENT, net | 1,118,917 | 1,121,108 | |
GOODWILL | 839,498 | 835,268 | |
INTANGIBLE FRANCHISE RIGHTS | 251,240 | 255,980 | |
INVESTMENT IN SUBSIDIARIES | 0 | 0 | |
OTHER ASSETS | 22,243 | 13,682 | |
Total assets | 4,032,601 | 4,103,972 | |
CURRENT LIABILITIES: | |||
Floorplan notes payable — credit facility and other | 1,115,163 | 1,219,844 | |
Offset account related to floorplan notes payable - credit facility | (119,562) | (86,547) | |
Floorplan notes payable — manufacturer affiliates | 277,299 | 272,563 | |
Offset account related to floorplan notes payable - manufacturer affiliates | (24,500) | (22,500) | |
Current maturities of long-term debt and short-term financing | 50,720 | 31,229 | |
Current liabilities from interest rate risk management activities | 682 | 1,996 | |
Accounts payable | 210,791 | 229,470 | |
Intercompany accounts payable | 0 | 0 | |
Accrued expenses | 156,283 | 150,241 | |
Total current liabilities | 1,666,876 | 1,796,296 | |
LONG-TERM DEBT, net of current maturities | 354,002 | 360,526 | |
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 1,597 | 8,583 | |
DEFERRED INCOME TAXES AND OTHER LIABILITIES | 223,692 | 210,216 | |
STOCKHOLDERS’ EQUITY: | |||
Group 1 stockholders’ equity | 2,602,354 | 2,619,346 | |
Intercompany note receivable | (815,920) | (890,995) | |
Total stockholders’ equity | 1,786,434 | 1,728,351 | |
Total liabilities and stockholders’ equity | 4,032,601 | 4,103,972 | |
Non-Guarantor Subsidiaries | |||
CURRENT ASSETS: | |||
Cash and cash equivalents | 32,899 | 18,691 | |
Contracts-in-transit and vehicle receivables, net | 61,114 | 39,645 | |
Accounts and notes receivable, net | 45,887 | 43,739 | |
Intercompany accounts receivable | 0 | 0 | |
Inventories, net | 341,974 | 328,441 | |
Prepaid expenses and other current assets | 44,905 | 31,750 | |
Total current assets | 526,779 | 462,266 | |
PROPERTY AND EQUIPMENT, net | 229,604 | 197,851 | |
GOODWILL | 106,337 | 77,766 | |
INTANGIBLE FRANCHISE RIGHTS | 36,126 | 29,652 | |
INVESTMENT IN SUBSIDIARIES | 0 | 0 | |
OTHER ASSETS | 10,951 | 10,572 | |
Total assets | 909,797 | 778,107 | |
CURRENT LIABILITIES: | |||
Floorplan notes payable — credit facility and other | 32,729 | 20,851 | |
Offset account related to floorplan notes payable - credit facility | 0 | 0 | |
Floorplan notes payable — manufacturer affiliates | 126,934 | 124,620 | |
Offset account related to floorplan notes payable - manufacturer affiliates | 0 | 0 | |
Current maturities of long-term debt and short-term financing | 25,692 | 21,639 | |
Current liabilities from interest rate risk management activities | 0 | 0 | |
Accounts payable | 231,786 | 183,511 | |
Intercompany accounts payable | 56,434 | 39,936 | |
Accrued expenses | 32,744 | 26,829 | |
Total current liabilities | 506,319 | 417,386 | |
LONG-TERM DEBT, net of current maturities | 125,032 | 92,456 | |
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 0 | 0 | |
DEFERRED INCOME TAXES AND OTHER LIABILITIES | 13,313 | 11,430 | |
STOCKHOLDERS’ EQUITY: | |||
Group 1 stockholders’ equity | 265,133 | 256,835 | |
Intercompany note receivable | 0 | 0 | |
Total stockholders’ equity | 265,133 | 256,835 | |
Total liabilities and stockholders’ equity | $ 909,797 | $ 778,107 |
Condensed Consolidating Finan69
Condensed Consolidating Financial Information - Condensed Consolidating Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Condensed Income Statements, Captions [Line Items] | ||||
REVENUES | $ 2,943,462 | $ 2,672,195 | $ 5,803,488 | $ 5,191,024 |
COST OF SALES | 2,505,299 | 2,267,303 | 4,945,562 | 4,402,610 |
GROSS PROFIT | 438,163 | 404,892 | 857,926 | 788,414 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 308,092 | 298,568 | 632,439 | 588,347 |
DEPRECIATION AND AMORTIZATION EXPENSE | 16,638 | 14,093 | 32,980 | 27,699 |
ASSET IMPAIRMENTS | 4,268 | 0 | 4,268 | 0 |
INCOME FROM OPERATIONS | 109,165 | 92,231 | 188,239 | 172,368 |
Floorplan interest expense | (14,563) | (13,226) | (28,650) | (25,168) |
Other interest expense, net | (19,414) | (17,315) | (38,234) | (34,314) |
INCOME BEFORE INCOME TAXES | 75,188 | 61,690 | 121,355 | 112,886 |
PROVISION FOR INCOME TAXES | (18,725) | (22,557) | (29,078) | (39,814) |
EQUITY IN EARNINGS OF SUBSIDIARIES | 0 | 0 | 0 | 0 |
NET INCOME | 56,463 | 39,133 | 92,277 | 73,072 |
COMPREHENSIVE LOSS | (20,408) | 3,881 | (3,132) | 10,676 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | 36,055 | 43,014 | 89,145 | 83,748 |
Elimination | ||||
Condensed Income Statements, Captions [Line Items] | ||||
REVENUES | 0 | 0 | 0 | 0 |
COST OF SALES | 0 | 0 | 0 | 0 |
GROSS PROFIT | 0 | 0 | 0 | 0 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 0 | 0 | 0 | 0 |
DEPRECIATION AND AMORTIZATION EXPENSE | 0 | 0 | 0 | 0 |
ASSET IMPAIRMENTS | 0 | 0 | ||
INCOME FROM OPERATIONS | 0 | 0 | 0 | 0 |
Floorplan interest expense | 0 | 0 | 0 | 0 |
Other interest expense, net | 0 | 0 | 0 | 0 |
INCOME BEFORE INCOME TAXES | 0 | 0 | 0 | 0 |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 |
EQUITY IN EARNINGS OF SUBSIDIARIES | (56,945) | (39,467) | (94,103) | (74,634) |
NET INCOME | (56,945) | (39,467) | (94,103) | (74,634) |
COMPREHENSIVE LOSS | 0 | 0 | 0 | 0 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | (56,945) | (39,467) | (94,103) | (74,634) |
Group 1 Automotive, Inc. | ||||
Condensed Income Statements, Captions [Line Items] | ||||
REVENUES | 0 | 0 | 0 | 0 |
COST OF SALES | 0 | 0 | 0 | 0 |
GROSS PROFIT | 0 | 0 | 0 | 0 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 635 | 533 | 2,403 | 2,499 |
DEPRECIATION AND AMORTIZATION EXPENSE | 0 | 0 | 0 | 0 |
ASSET IMPAIRMENTS | 0 | 0 | ||
INCOME FROM OPERATIONS | (635) | (533) | (2,403) | (2,499) |
Floorplan interest expense | 0 | 0 | 0 | 0 |
Other interest expense, net | 0 | 0 | 0 | 0 |
INCOME BEFORE INCOME TAXES | (635) | (533) | (2,403) | (2,499) |
PROVISION FOR INCOME TAXES | 153 | 200 | 577 | 937 |
EQUITY IN EARNINGS OF SUBSIDIARIES | 56,945 | 39,467 | 94,103 | 74,634 |
NET INCOME | 56,463 | 39,134 | 92,277 | 73,072 |
COMPREHENSIVE LOSS | 0 | 0 | 0 | 0 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | 56,463 | 39,134 | 92,277 | 73,072 |
Guarantor Subsidiaries | ||||
Condensed Income Statements, Captions [Line Items] | ||||
REVENUES | 2,168,001 | 2,123,691 | 4,256,488 | 4,091,409 |
COST OF SALES | 1,817,331 | 1,783,218 | 3,570,133 | 3,430,341 |
GROSS PROFIT | 350,670 | 340,473 | 686,355 | 661,068 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 231,923 | 242,014 | 481,088 | 474,625 |
DEPRECIATION AND AMORTIZATION EXPENSE | 13,040 | 11,926 | 25,921 | 23,493 |
ASSET IMPAIRMENTS | 4,268 | 4,268 | ||
INCOME FROM OPERATIONS | 101,439 | 86,533 | 175,078 | 162,950 |
Floorplan interest expense | (12,810) | (12,062) | (25,147) | (22,940) |
Other interest expense, net | (17,331) | (16,568) | (34,348) | (32,842) |
INCOME BEFORE INCOME TAXES | 71,298 | 57,903 | 115,583 | 107,168 |
PROVISION FOR INCOME TAXES | (17,556) | (21,895) | (27,336) | (38,979) |
EQUITY IN EARNINGS OF SUBSIDIARIES | 0 | 0 | 0 | 0 |
NET INCOME | 53,742 | 36,008 | 88,247 | 68,189 |
COMPREHENSIVE LOSS | 3,778 | (581) | 13,183 | 2,076 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | 57,520 | 35,427 | 101,430 | 70,265 |
Non-Guarantor Subsidiaries | ||||
Condensed Income Statements, Captions [Line Items] | ||||
REVENUES | 775,461 | 548,504 | 1,547,000 | 1,099,615 |
COST OF SALES | 687,968 | 484,085 | 1,375,429 | 972,269 |
GROSS PROFIT | 87,493 | 64,419 | 171,571 | 127,346 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 75,534 | 56,021 | 148,948 | 111,223 |
DEPRECIATION AND AMORTIZATION EXPENSE | 3,598 | 2,167 | 7,059 | 4,206 |
ASSET IMPAIRMENTS | 0 | 0 | ||
INCOME FROM OPERATIONS | 8,361 | 6,231 | 15,564 | 11,917 |
Floorplan interest expense | (1,753) | (1,164) | (3,503) | (2,228) |
Other interest expense, net | (2,083) | (747) | (3,886) | (1,472) |
INCOME BEFORE INCOME TAXES | 4,525 | 4,320 | 8,175 | 8,217 |
PROVISION FOR INCOME TAXES | (1,322) | (862) | (2,319) | (1,772) |
EQUITY IN EARNINGS OF SUBSIDIARIES | 0 | 0 | 0 | 0 |
NET INCOME | 3,203 | 3,458 | 5,856 | 6,445 |
COMPREHENSIVE LOSS | (24,186) | 4,462 | (16,315) | 8,600 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | $ (20,983) | $ 7,920 | $ (10,459) | $ 15,045 |
Condensed Consolidating Finan70
Condensed Consolidating Financial Information - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | $ 263,106 | $ 52,162 |
Cash paid in acquisitions, net of cash received | (74,865) | (95) |
Proceeds from disposition of franchises, property and equipment | 75,923 | 2,582 |
Purchases of property and equipment, including real estate | (88,230) | (67,266) |
Deposits for real estate and dealership acquisitions | (655) | (57,099) |
Other | 0 | 2,074 |
Net cash used in investing activities | (87,827) | (119,804) |
Borrowings on credit facility - floorplan line and other | 3,323,798 | 3,369,580 |
Repayments on credit facility - floorplan line and other | (3,461,494) | (3,288,367) |
Borrowings on credit facility - acquisition line | 98,596 | 47,509 |
Repayments on credit facility - acquisition line | (84,884) | (15,000) |
Borrowings on other debt | 111,142 | 5,137 |
Principal payments on other debt | (75,784) | (542) |
Borrowings on debt related to real estate, net of debt issue costs | 54,711 | 12,901 |
Principal payments on debt related to real estate | (63,368) | (13,897) |
Employee stock purchase plan purchases, net of employee tax withholdings | 11 | 2,487 |
Repurchases of common stock, amounts based on settlement date | (51,276) | (39,025) |
Proceeds from termination of mortgage swap | 918 | 0 |
Dividends paid | (10,836) | (10,200) |
Borrowings (repayments) with subsidiaries | 0 | 0 |
Investment in subsidiaries | 0 | 0 |
Net cash provided by (used in) financing activities | (158,466) | 70,583 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (2,812) | 117 |
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 14,001 | 3,058 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 29,631 | 24,246 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | 43,632 | 27,304 |
Group 1 Automotive, Inc. | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 92,277 | 73,072 |
Cash paid in acquisitions, net of cash received | 0 | 0 |
Proceeds from disposition of franchises, property and equipment | 0 | 0 |
Purchases of property and equipment, including real estate | 0 | 0 |
Deposits for real estate and dealership acquisitions | (400) | 0 |
Other | 0 | 0 |
Net cash used in investing activities | (400) | 0 |
Borrowings on credit facility - floorplan line and other | 0 | 0 |
Repayments on credit facility - floorplan line and other | 0 | 0 |
Borrowings on credit facility - acquisition line | 98,596 | 47,509 |
Repayments on credit facility - acquisition line | (84,884) | (15,000) |
Borrowings on other debt | 0 | 0 |
Principal payments on other debt | (24,741) | 0 |
Borrowings on debt related to real estate, net of debt issue costs | 0 | 0 |
Principal payments on debt related to real estate | 0 | 0 |
Employee stock purchase plan purchases, net of employee tax withholdings | 11 | 2,487 |
Repurchases of common stock, amounts based on settlement date | (51,276) | (39,025) |
Proceeds from termination of mortgage swap | 0 | |
Dividends paid | (10,836) | (10,200) |
Borrowings (repayments) with subsidiaries | (35,703) | 32,214 |
Investment in subsidiaries | 16,956 | (91,057) |
Net cash provided by (used in) financing activities | (91,877) | (73,072) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 0 | 0 |
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 0 | 0 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 0 | 0 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | 0 | 0 |
Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 155,215 | (32,554) |
Cash paid in acquisitions, net of cash received | (31,144) | 0 |
Proceeds from disposition of franchises, property and equipment | 73,785 | 265 |
Purchases of property and equipment, including real estate | (56,116) | (60,594) |
Deposits for real estate and dealership acquisitions | (255) | 273 |
Other | 0 | 2,074 |
Net cash used in investing activities | (13,730) | (57,982) |
Borrowings on credit facility - floorplan line and other | 3,261,353 | 3,319,971 |
Repayments on credit facility - floorplan line and other | (3,412,939) | (3,244,979) |
Borrowings on credit facility - acquisition line | 0 | 0 |
Repayments on credit facility - acquisition line | 0 | 0 |
Borrowings on other debt | 60,081 | 0 |
Principal payments on other debt | (24,209) | (542) |
Borrowings on debt related to real estate, net of debt issue costs | 42,656 | 0 |
Principal payments on debt related to real estate | (54,144) | (11,183) |
Employee stock purchase plan purchases, net of employee tax withholdings | 0 | 0 |
Repurchases of common stock, amounts based on settlement date | 0 | 0 |
Proceeds from termination of mortgage swap | 918 | |
Dividends paid | 0 | 0 |
Borrowings (repayments) with subsidiaries | 18,141 | (65,909) |
Investment in subsidiaries | (34,762) | 91,017 |
Net cash provided by (used in) financing activities | (142,905) | 88,375 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 0 | 0 |
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (1,420) | (2,161) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 10,096 | 8,039 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | 8,676 | 5,878 |
Non-Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 15,614 | 11,644 |
Cash paid in acquisitions, net of cash received | (43,721) | (95) |
Proceeds from disposition of franchises, property and equipment | 2,138 | 2,317 |
Purchases of property and equipment, including real estate | (32,114) | (6,672) |
Deposits for real estate and dealership acquisitions | 0 | (57,372) |
Other | 0 | 0 |
Net cash used in investing activities | (73,697) | (61,822) |
Borrowings on credit facility - floorplan line and other | 62,445 | 49,609 |
Repayments on credit facility - floorplan line and other | (48,555) | (43,388) |
Borrowings on credit facility - acquisition line | 0 | 0 |
Repayments on credit facility - acquisition line | 0 | 0 |
Borrowings on other debt | 51,061 | 5,137 |
Principal payments on other debt | (26,834) | 0 |
Borrowings on debt related to real estate, net of debt issue costs | 12,055 | 12,901 |
Principal payments on debt related to real estate | (9,224) | (2,714) |
Employee stock purchase plan purchases, net of employee tax withholdings | 0 | 0 |
Repurchases of common stock, amounts based on settlement date | 0 | 0 |
Proceeds from termination of mortgage swap | 0 | |
Dividends paid | 0 | 0 |
Borrowings (repayments) with subsidiaries | 17,562 | 33,695 |
Investment in subsidiaries | 17,806 | 40 |
Net cash provided by (used in) financing activities | 76,316 | 55,280 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (2,812) | 117 |
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 15,421 | 5,219 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 19,535 | 16,207 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | $ 34,956 | $ 21,426 |