Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 29, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-31262 | |
Entity Registrant Name | ASBURY AUTOMOTIVE GROUP, INC. | |
Entity Central Index Key | 0001144980 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 01-0609375 | |
Entity Address, Address Line One | 2905 Premiere Parkway NW, | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Duluth, | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30097 | |
City Area Code | 770 | |
Local Phone Number | 418-8200 | |
Title of 12(b) Security | Common stock, $0.01 par value per share | |
Trading Symbol | ABG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 19,289,427 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 613.2 | $ 3.5 |
Contracts-in-transit | 115.1 | 194.7 |
Accounts receivable, net | 87.7 | 136.2 |
Total inventories | 636.4 | 985 |
Assets held for sale | 28.7 | 154.2 |
Other current assets | 110.6 | 129 |
Total current assets | 1,591.7 | 1,602.6 |
PROPERTY AND EQUIPMENT, net | 922.8 | 909.7 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 90.2 | 65.6 |
GOODWILL | 206.5 | 201.7 |
INTANGIBLE FRANCHISE RIGHTS | 113.2 | 121.7 |
OTHER LONG-TERM ASSETS | 10 | 10 |
Total assets | 2,934.4 | 2,911.3 |
CURRENT LIABILITIES: | ||
Floor plan notes payable—trade, net | 57.5 | 130.3 |
Floor plan notes payable—non-trade, net | 468.7 | 657.7 |
Current maturities of long-term debt | 51.4 | 32.4 |
Current maturities of operating leases | 16.4 | 17 |
Accounts payable and accrued liabilities | 299.2 | 308.7 |
Liabilities associated with assets held for sale | 0 | 100.9 |
Total current liabilities | 893.2 | 1,247 |
LONG-TERM DEBT | 1,182.1 | 907 |
OPERATING LEASE LIABILITIES | 77.6 | 52.6 |
DEFERRED INCOME TAXES | 24.7 | 26 |
OTHER LONG-TERM LIABILITIES | 43.7 | 32.4 |
COMMITMENTS AND CONTINGENCIES (Note 12) | ||
SHAREHOLDERS' EQUITY: | ||
Preferred stock, $.01 par value; 10,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $.01 par value; 90,000,000 shares authorized; 41,137,741 and 41,072,080 shares issued, including shares held in treasury, respectively | 0.4 | 0.4 |
Additional paid-in capital | 589.5 | 582.9 |
Retained earnings | 1,163.6 | 1,094.5 |
Treasury stock, at cost; 21,848,174 and 21,791,707 shares, respectively | (1,033.7) | (1,028.6) |
Accumulated other comprehensive loss | (6.7) | (2.9) |
Total shareholders' equity | 713.1 | 646.3 |
Total liabilities and shareholders' equity | $ 2,934.4 | $ 2,911.3 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 90,000,000 | 90,000,000 |
Common stock, shares issued (in shares) | 41,137,741 | 41,072,080 |
Treasury stock, shares (in shares) | 21,848,174 | 21,791,707 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
REVENUE: | ||||
New vehicle | $ 761,800,000 | $ 965,200,000 | $ 1,583,900,000 | $ 1,837,000,000 |
Used vehicle | 447,500,000 | 533,600,000 | 940,700,000 | 1,043,500,000 |
Parts and service | 169,200,000 | 224,500,000 | 390,800,000 | 442,100,000 |
Finance and insurance, net | 66,600,000 | 80,200,000 | 137,000,000 | 151,700,000 |
TOTAL REVENUE | 1,445,100,000 | 1,803,500,000 | 3,052,400,000 | 3,474,300,000 |
COST OF SALES: | ||||
New vehicle | 723,200,000 | 926,900,000 | 1,508,900,000 | 1,760,800,000 |
Used vehicle | 410,400,000 | 497,700,000 | 872,900,000 | 973,100,000 |
Parts and service | 68,700,000 | 83,900,000 | 155,400,000 | 166,200,000 |
TOTAL COST OF SALES | 1,202,300,000 | 1,508,500,000 | 2,537,200,000 | 2,900,100,000 |
GROSS PROFIT | 242,800,000 | 295,000,000 | 515,200,000 | 574,200,000 |
OPERATING EXPENSES: | ||||
Selling, general, and administrative | 152,200,000 | 200,700,000 | 346,900,000 | 391,700,000 |
Depreciation and amortization | 9,700,000 | 9,000,000 | 19,200,000 | 17,600,000 |
Franchise rights impairment | 0 | 0 | 23,000,000 | 0 |
Other operating (income) expense, net | (1,300,000) | (600,000) | 8,900,000 | 1,200,000 |
INCOME FROM OPERATIONS | 82,200,000 | 85,900,000 | 117,200,000 | 163,700,000 |
OTHER EXPENSES (INCOME): | ||||
Floor plan interest expense | 4,100,000 | 10,500,000 | 11,100,000 | 20,700,000 |
Other interest expense, net | 11,800,000 | 13,600,000 | 28,800,000 | 27,500,000 |
Loss on extinguishment of long-term debt, net | 0 | 0 | 20,600,000 | 0 |
Gain on dealership divestitures, net | 0 | (11,700,000) | (33,700,000) | (11,700,000) |
Total other expenses, net | 15,900,000 | 12,400,000 | 26,800,000 | 36,500,000 |
INCOME BEFORE INCOME TAXES | 66,300,000 | 73,500,000 | 90,400,000 | 127,200,000 |
Income tax expense | 16,700,000 | 18,600,000 | 21,300,000 | 31,400,000 |
NET INCOME | $ 49,600,000 | $ 54,900,000 | $ 69,100,000 | $ 95,800,000 |
Basic— | ||||
Net income (in dollars per share) | $ 2.58 | $ 2.87 | $ 3.60 | $ 4.99 |
Diluted— | ||||
Net income (in dollars per share) | $ 2.57 | $ 2.84 | $ 3.58 | $ 4.96 |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||
Basic (in shares) | 19.2 | 19.1 | 19.2 | 19.2 |
Restricted stock (in shares) | 0 | 0.1 | 0 | 0 |
Performance share units (in shares) | 0.1 | 0.1 | 0.1 | 0.1 |
Diluted (in shares) | 19.3 | 19.3 | 19.3 | 19.3 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 49.6 | $ 54.9 | $ 69.1 | $ 95.8 |
Other comprehensive (loss) income: | ||||
Change in fair value of cash flow swaps | (0.6) | (2.5) | (5.1) | (4.3) |
Income tax benefit associated with cash flow swaps | 0.2 | 0.6 | 1.3 | 1.1 |
Comprehensive income | $ 49.2 | $ 53 | $ 65.3 | $ 92.6 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Cumulative Effect, Period of Adoption, Adjustment |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201802Member | ||||||||
Balance (in shares) at Dec. 31, 2018 | 41,065,069 | 21,719,339 | |||||||
Balance at Dec. 31, 2018 | $ 473.2 | $ 0 | $ 0.4 | $ 572.9 | $ 922.7 | $ 0.2 | $ (1,023.4) | $ 0.6 | $ (0.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 40.9 | 40.9 | |||||||
Change in fair value of cash flow swaps, net of reclassification adjustment | (1.3) | (1.3) | |||||||
Other comprehensive income | 39.6 | 40.9 | (1.3) | ||||||
Share-based compensation | 3.9 | 3.9 | |||||||
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements (in shares) | 238,078 | ||||||||
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements | 0 | ||||||||
Repurchase of common stock associated with net share settlements of employee share-based awards (in shares) | 66,912 | ||||||||
Repurchase of common stock associated with net share settlements of employee share-based awards | (4.7) | $ (4.7) | |||||||
Share repurchases (in shares) | 108,978 | ||||||||
Share repurchases | (7.4) | $ (7.4) | |||||||
Retirement of previously repurchased common stock (in shares) | (108,978) | (108,978) | |||||||
Retirement of previously repurchased common stock | 0 | (1.3) | (6.1) | $ 7.4 | |||||
Balance (in shares) at Mar. 31, 2019 | 41,194,169 | 21,786,251 | |||||||
Balance at Mar. 31, 2019 | 504.6 | $ 0.4 | 575.5 | 957.7 | $ (1,028.1) | (0.9) | |||
Balance (in shares) at Dec. 31, 2018 | 41,065,069 | 21,719,339 | |||||||
Balance at Dec. 31, 2018 | 473.2 | $ 0 | $ 0.4 | 572.9 | 922.7 | $ 0.2 | $ (1,023.4) | 0.6 | $ (0.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 95.8 | ||||||||
Balance (in shares) at Jun. 30, 2019 | 41,140,077 | 21,789,579 | |||||||
Balance at Jun. 30, 2019 | 556.3 | $ 0.4 | 577.8 | 1,009.3 | $ (1,028.4) | (2.8) | |||
Balance (in shares) at Mar. 31, 2019 | 41,194,169 | 21,786,251 | |||||||
Balance at Mar. 31, 2019 | 504.6 | $ 0.4 | 575.5 | 957.7 | $ (1,028.1) | (0.9) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 54.9 | 54.9 | |||||||
Change in fair value of cash flow swaps, net of reclassification adjustment | (1.9) | (1.9) | |||||||
Other comprehensive income | 53 | 54.9 | (1.9) | ||||||
Share-based compensation | 2.9 | 2.9 | |||||||
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements (in shares) | (3,656) | ||||||||
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements | 0 | ||||||||
Repurchase of common stock associated with net share settlements of employee share-based awards (in shares) | 3,328 | ||||||||
Repurchase of common stock associated with net share settlements of employee share-based awards | (0.3) | $ (0.3) | |||||||
Share repurchases (in shares) | 50,436 | ||||||||
Share repurchases | (3.9) | $ (3.9) | |||||||
Retirement of previously repurchased common stock (in shares) | (50,436) | (50,436) | |||||||
Retirement of previously repurchased common stock | 0 | (0.6) | (3.3) | $ 3.9 | |||||
Balance (in shares) at Jun. 30, 2019 | 41,140,077 | 21,789,579 | |||||||
Balance at Jun. 30, 2019 | 556.3 | $ 0.4 | 577.8 | 1,009.3 | $ (1,028.4) | (2.8) | |||
Balance (in shares) at Dec. 31, 2019 | 41,072,080 | 21,791,707 | |||||||
Balance at Dec. 31, 2019 | 646.3 | $ 0.4 | 582.9 | 1,094.5 | $ (1,028.6) | (2.9) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 19.5 | 19.5 | |||||||
Change in fair value of cash flow swaps, net of reclassification adjustment | (3.4) | (3.4) | |||||||
Other comprehensive income | (3.4) | 0 | (3.4) | ||||||
Share-based compensation | 3.8 | 3.8 | |||||||
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements (in shares) | 68,577 | ||||||||
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements | (0.3) | (0.3) | |||||||
Repurchase of common stock associated with net share settlements of employee share-based awards (in shares) | 53,915 | ||||||||
Repurchase of common stock associated with net share settlements of employee share-based awards | (5) | $ (5) | |||||||
Balance (in shares) at Mar. 31, 2020 | 41,140,657 | 21,845,622 | |||||||
Balance at Mar. 31, 2020 | 660.9 | $ 0.4 | 586.4 | 1,114 | $ (1,033.6) | (6.3) | |||
Balance (in shares) at Dec. 31, 2019 | 41,072,080 | 21,791,707 | |||||||
Balance at Dec. 31, 2019 | 646.3 | $ 0.4 | 582.9 | 1,094.5 | $ (1,028.6) | (2.9) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 69.1 | ||||||||
Balance (in shares) at Jun. 30, 2020 | 41,137,741 | 21,848,174 | |||||||
Balance at Jun. 30, 2020 | 713.1 | $ 0.4 | 589.5 | 1,163.6 | $ (1,033.7) | (6.7) | |||
Balance (in shares) at Mar. 31, 2020 | 41,140,657 | 21,845,622 | |||||||
Balance at Mar. 31, 2020 | 660.9 | $ 0.4 | 586.4 | 1,114 | $ (1,033.6) | (6.3) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 49.6 | 49.6 | |||||||
Change in fair value of cash flow swaps, net of reclassification adjustment | (0.4) | (0.4) | |||||||
Other comprehensive income | (0.4) | 0 | (0.4) | ||||||
Share-based compensation | 3.1 | 3.1 | |||||||
Forfeitures in connection with share-based payment arrangements (in shares) | (2,916) | ||||||||
Forfeitures in connection with share-based payment arrangements | 0 | 0 | |||||||
Repurchase of common stock associated with net share settlements of employee share-based awards (in shares) | 2,552 | ||||||||
Repurchase of common stock associated with net share settlements of employee share-based awards | (0.1) | $ (0.1) | |||||||
Balance (in shares) at Jun. 30, 2020 | 41,137,741 | 21,848,174 | |||||||
Balance at Jun. 30, 2020 | $ 713.1 | $ 0.4 | $ 589.5 | $ 1,163.6 | $ (1,033.7) | $ (6.7) |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||
Change in fair value of cash flow swaps, tax | $ (0.2) | $ 1.1 | $ (0.6) | $ 0.5 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net income | $ 69,100,000 | $ 95,800,000 |
Adjustments to reconcile net income to net cash provided by operating activities— | ||
Depreciation and amortization | 19,200,000 | 17,600,000 |
Share-based compensation | 6,600,000 | 6,800,000 |
Franchise rights impairment | 23,000,000 | 0 |
Loss on extinguishment of long-term debt, net | 20,600,000 | 0 |
Loaner vehicle amortization | 10,800,000 | 11,800,000 |
Gain on divestitures, net | (33,700,000) | (11,700,000) |
Change in right-of-use asset | 9,300,000 | 9,300,000 |
Other adjustments, net | 500,000 | 2,900,000 |
Changes in operating assets and liabilities, net of acquisitions and divestitures— | ||
Contracts-in-transit | 79,600,000 | 44,400,000 |
Accounts receivable | 48,600,000 | 12,900,000 |
Inventories | 463,500,000 | 82,400,000 |
Other current assets | (61,900,000) | (90,500,000) |
Floor plan notes payable—trade, net | (77,000,000) | (4,700,000) |
Accounts payable and other current liabilities | (21,700,000) | (8,200,000) |
Operating lease liabilities | (9,500,000) | (9,500,000) |
Other long-term assets and liabilities, net | 7,600,000 | 1,200,000 |
Net cash provided by operating activities | 554,600,000 | 160,500,000 |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Capital expenditures—excluding real estate | (18,200,000) | (15,500,000) |
Capital expenditures—real estate | (2,300,000) | 0 |
Purchases of previously leased real estate | 0 | 4,900,000 |
Acquisitions | (63,100,000) | (118,500,000) |
Divestitures | 115,500,000 | 39,100,000 |
Proceeds from the sale of assets | 4,200,000 | 7,500,000 |
Net cash provided by (used in) investing activities | 36,100,000 | (92,300,000) |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Floor plan borrowings—non-trade | 1,633,800,000 | 2,044,900,000 |
Floor plan borrowings—acquisitions | 27,100,000 | 47,700,000 |
Floor plan repayments—non-trade | (1,858,000,000) | (2,121,200,000) |
Floor plan repayments—non-trade divestitures | (50,500,000) | (14,100,000) |
Proceeds from borrowings | 1,424,700,000 | 0 |
Repayments of borrowings | (1,157,200,000) | (7,900,000) |
Proceeds from sale and leaseback transaction | 7,300,000 | 0 |
Payment of debt issuance costs | (3,100,000) | 0 |
Repurchases of common stock, including shares associated with net share settlement of employee share-based awards | (5,100,000) | (16,300,000) |
Net cash provided by (used in) financing activities | 19,000,000 | (66,900,000) |
Net increase in cash and cash equivalents | 609,700,000 | 1,300,000 |
CASH AND CASH EQUIVALENTS, beginning of period | 3,500,000 | 8,300,000 |
CASH AND CASH EQUIVALENTS, end of period | $ 613,200,000 | $ 9,600,000 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES We are one of the largest automotive retailers in the United States. As of June 30, 2020, we owned and operated 102 new vehicle franchises (83 dealership locations) representing 31 automobile brands and 24 collision repair centers in 16 metropolitan markets within nine states. Our stores offer an extensive range of automotive products and services, including new and used vehicles; parts and service, which includes repair and maintenance services, replacement parts and collision repair services; and finance and insurance products. As of June 30, 2020, our new vehicle revenue brand mix consisted of 44% imports, 33% luxury, and 23% domestic brands. Our retail network is made up of dealerships operating primarily under the following locally-branded dealership groups: • Coggin dealerships operating primarily in Jacksonville, Fort Pierce and Orlando, Florida; • Courtesy dealerships operating in Tampa, Florida; • Crown dealerships operating in North Carolina, South Carolina and Virginia; • Greenville Automotive dealerships operating in Greenville, South Carolina; • Hare and Estes dealerships operating in the Indianapolis, Indiana area; • McDavid dealerships operating in metropolitan Austin and Dallas, Texas; • Nalley dealerships operating in metropolitan Atlanta, Georgia; • Plaza dealerships operating in metropolitan St. Louis, Missouri; and • Mike Shaw dealerships in the Denver, Colorado area. On July 6, 2020, the Company, through two of its subsidiaries, entered into an Asset Purchase Agreement (the “Revised Asset Purchase Agreement”) with certain members of the Park Place Dealership group, to acquire substantially all of the assets of, and lease the real property related to, 12 new vehicle dealership franchises, two collision centers and an auto auction comprising the Park Place Dealership group (collectively, the “Revised Transaction”) for a purchase price of approximately $685.0 million of goodwill and approximately $50.0 million for parts, fixed assets, and leaseholds (excluding vehicle inventory), subject to certain adjustments described in the Revised Asset Purchase Agreement. The closing of the Revised Transaction is subject to various customary closing conditions, including approval from the applicable automotive manufacturers. See Note 13 "Subsequent Events" for a description of the Revised Transaction. Basis of Presentation The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and reflect the consolidated accounts of Asbury Automotive Group, Inc. (the "Company") and our wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. If necessary, reclassifications of amounts previously reported have been made to the accompanying Condensed Consolidated Financial Statements in order to conform to current presentation. In the opinion of management, all adjustments, consisting only of normal, recurring adjustments, considered necessary for a fair statement of the Condensed Consolidated Financial Statements as of June 30, 2020, and for the three and six months ended June 30, 2020 and 2019, have been included, unless otherwise indicated. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for any other interim period, or any full year period. Our Condensed Consolidated Financial Statements should be read together with our audited Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed quarterly and the effects of any revisions are reflected in the Consolidated Financial Statements in the period they are determined to be necessary. Significant estimates made in the accompanying Condensed Consolidated Financial Statements include, but are not limited to, those relating to inventory valuation reserves, variable consideration and constraint considerations related to retro-commission arrangements, reserves for chargebacks against revenue recognized from the sale of finance and insurance products, reserves for insurance programs, certain assumptions related to intangible and long-lived assets, and reserves for certain legal or similar proceedings relating to our business operations. Contracts-In-Transit Contracts-in-transit represent receivables from third-party finance companies for the portion of new and used vehicle purchase price financed by customers through sources arranged by us. Accounts Receivable The allowance for credit losses is estimated using an annual loss rate approach, by type of receivable, utilizing historical loss rates which have been adjusted for expectations of future economic conditions. Revenue Recognition Please refer to Note 2 "Revenue Recognition". Internal Profit Revenues and expenses associated with internal work performed by our parts and service departments on new and used vehicle inventory are eliminated in consolidation. The gross profit earned by our parts and service departments for internal work performed is included as a reduction of Parts and Service Cost of Sales in the accompanying Consolidated Statements of Income upon the sale of the vehicle. The costs incurred by our new and used vehicle departments for work performed by our parts and service departments is included in either New Vehicle Cost of Sales or Used Vehicle Cost of Sales in the accompanying Consolidated Statements of Income, depending on the classification of the vehicle serviced. We eliminate the internal profit on vehicles that remain in inventory. Income Taxes We use the liability method to account for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis using currently enacted tax rates. Share Repurchases Share repurchases may be made from time-to-time in open market transactions or through privately negotiated transactions under the authorization approved by the Board of Directors. Periodically, the Company may retire repurchased shares of common stock previously held by the Company as treasury stock. In accordance with our accounting policy, we allocate any excess share repurchase price over par value between additional paid-in capital, which is limited to amounts initially recorded for the same issue and retained earnings. Earnings per Share Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average common shares and common share equivalents outstanding during the period. The Company excluded 79,600 restricted share units, issued under the Asbury Automotive Group, Inc. 2019 Equity and Incentive Compensation Plan, from its computation of diluted earnings per share for the three and six months ended June 30, 2020, because they were anti-dilutive. For all periods presented, there were no adjustments to the numerator necessary to compute diluted earnings per share. Assets Held for Sale and Liabilities Associated with Assets Held for Sale Certain amounts have been classified as Assets Held for Sale in the accompanying Condensed Consolidated Balance Sheets. Assets and liabilities classified as held for sale may include assets and liabilities associated with pending dealership disposals, real estate we are actively marketing to sell, and any related mortgage notes payable or other liabilities, if applicable. Classification as held for sale begins on the date that we have met all of the criteria for classification as held for sale. At the time of classifying assets as held for sale, we compare the carrying value of these assets to estimates of fair value to assess for impairment. We compare the carrying value to estimates of fair value utilizing the assistance of third-party broker opinions of value and third-party desktop appraisals to assist in our fair value estimates related to real estate properties. Statements of Cash Flows Borrowings and repayments of floor plan notes payable to a lender unaffiliated with the manufacturer from which we purchase a particular new vehicle ("Non-Trade") and all floor plan notes payable relating to pre-owned vehicles (together referred to as "Floor Plan Notes Payable—Non-Trade") are classified as financing activities in the accompanying Condensed Consolidated Statements of Cash Flows, with borrowings reflected separately from repayments. The net change in floor plan notes payable to a lender affiliated with the manufacturer from which we purchase a particular new vehicle (collectively referred to as "Floor Plan Notes Payable—Trade") is classified as an operating activity in the accompanying Condensed Consolidated Statements of Cash Flows. Borrowings of floor plan notes payable associated with inventory acquired in connection with all acquisitions and repayments made in connection with all divestitures are classified as financing activities in the accompanying Condensed Consolidated Statement of Cash Flows. Cash flows related to floor plan notes payable included in operating activities differ from cash flows related to floor plan notes payable included in financing activities only to the extent that the former are payable to a lender affiliated with the manufacturer from which we purchased the related inventory, while the latter are payable to a lender not affiliated with the manufacturer from which we purchased the related inventory. Loaner vehicles account for a significant portion of Other current assets. We acquire loaner vehicles either with available cash or through borrowing from either our manufacturer affiliated lenders or through our senior secured credit agreement with Bank of America, as administrative agent, and the other agents and lenders party thereto (as amended, the "2019 Senior Credit Facility"). Loaner vehicles are initially used by our service department for a short period of time (typically six Recent Accounting Pronouncements Effective January 1, 2020, the Company adopted Financial Accounting Standard Board Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments , which changed the way entities assess the impairment of its financial instruments based on its estimate of expected credit losses versus the current incurred loss model. The adoption of this standard did not have a material impact on our condensed consolidated financial statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or performing a service to a customer. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Disaggregation of Revenue The following table summarizes revenue from contracts with customers for the three and six months ended June 30, 2020 and 2019: For the Three Months Ended June 30, 2020 2019 (In millions) Revenue: New vehicle $ 761.8 $ 965.2 Used vehicle retail 412.6 486.6 Used vehicle wholesale 34.9 47.0 New and used vehicle 1,209.3 1,498.8 Sale of vehicle parts and accessories 25.9 36.1 Vehicle repair and maintenance services 143.3 188.4 Parts and services 169.2 224.5 Finance and insurance, net 66.6 80.2 Total revenue $ 1,445.1 $ 1,803.5 For the Six Months Ended June 30, 2020 2019 (In millions) Revenue: New vehicle $ 1,583.9 $ 1,837.0 Used vehicle retail 858.6 944.8 Used vehicle wholesale 82.1 98.7 New and used vehicle 2,524.6 2,880.5 Sale of vehicle parts and accessories 62.7 73.0 Vehicle repair and maintenance services 328.1 369.1 Parts and services 390.8 442.1 Finance and insurance, net 137.0 151.7 Total revenue $ 3,052.4 $ 3,474.3 Contract Asset Changes in contract assets during the period are reflected in the table below. Contract assets related to vehicle repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer. Vehicle Repair and Maintenance Services Finance and Insurance, net Total (In millions) Contract Assets (Current), January 1, 2020 $ 4.8 $ 12.3 $ 17.1 Transferred to receivables from contract assets recognized at the beginning of the period (4.8) (4.1) (8.9) Increases related to revenue recognized, inclusive of adjustments to constraint, during the period 3.7 4.6 8.3 Contract Assets (Current), March 31, 2020 $ 3.7 $ 12.8 $ 16.5 Transferred to receivables from contract assets recognized at the beginning of the period (3.7) (4.0) (7.7) Increases related to revenue recognized, inclusive of adjustments to constraint, during the period 3.3 4.0 7.3 Contract Assets (Current), June 30, 2020 3.3 12.8 16.1 |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations and Divestitures [Abstract] | |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Results of acquired dealerships are included in our accompanying Condensed Consolidated Statements of Income commencing on the date of acquisition. Our acquisitions are accounted for such that the assets acquired and liabilities assumed are recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The fair value of our manufacturer franchise rights are determined as of the acquisition date, by discounting the projected cash flows specific to each franchise. Included in this analysis are market participant assumptions related to the cash flows directly attributable to the franchise rights, including year-over-year and terminal growth rates, working capital requirements, weighted average cost of capital, future gross margins, and future selling, general, and administrative expenses. During the six months ended June 30, 2020, we acquired the assets of three franchises (one dealership location) in the Denver, Colorado market for a combined purchase price of $63.6 million. We funded these acquisitions with an aggregate of $34.5 million of cash and $27.1 million of floor plan borrowings for the purchase of the related new vehicle inventory. In the aggregate, this acquisition included purchase price holdbacks of $2.0 million for potential indemnity claims made by us with respect to the acquired franchises. In addition to the acquisition amounts above, we released $1.5 million of purchase price holdbacks related to a prior year acquisition during the six months ended June 30, 2020. During the six months ended June 30, 2019, we acquired the assets of eight franchises (four dealership locations) in the Indianapolis, Indiana market for a purchase price of $121.0 million. We funded these acquisitions with $70.8 million of cash, $47.7 million of floor plan borrowings for the purchase of the related new vehicle inventory, and purchase price holdbacks of $2.5 million for potential indemnity claims made by us with respect to the acquired franchises. The goodwill and manufacturer franchise rights associated with our acquisitions will be deductible for federal and state income tax purposes ratably over a 15 year period. Below is the allocation of purchase price for the acquisitions completed during the six months ended June 30, 2020 and 2019, respectively. Our 2020 valuation for manufacturer franchise rights, real estate, property and equipment, and our assessment with respect to certain assumed leases is preliminary as of June 30, 2020. For the Six Months Ended June 30, 2020 2019 (In millions) Inventory $ 29.8 $ 58.1 Real estate 14.5 29.8 Property and equipment 0.4 1.8 Goodwill and manufacturer franchise rights 19.2 32.1 Liabilities assumed — (0.8) Other (0.3) — Total purchase price $ 63.6 $ 121.0 During the six months ended June 30, 2020, we sold one franchise (one dealership location) in the Atlanta, Georgia market, and we sold six franchises (five dealership locations) and one collision center in the Jackson, Mississippi market. The Company recorded a pre-tax gain totaling $33.7 million, which is presented in our accompanying Condensed Consolidated Statements of Income as Gain on dealership divestitures, net. The divested businesses would not be considered significant subsidiaries as defined in Rule 1-02(w) of Regulation S-X. During the six months ended June 30, 2019, we sold one franchise (one dealership location) and one collision center in the Houston, Texas market. The Company recorded a pre-tax gain totaling $11.7 million, which is presented in our accompanying Condensed Consolidated Statements of Income as Gain on dealership divestitures, net. The divested businesses would not be considered significant subsidiaries as defined in Rule 1-02(w) of Regulation S-X. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable consisted of the following: As of June 30, 2020 December 31, 2019 (In millions) Vehicle receivables $ 31.1 $ 44.8 Manufacturer receivables 27.5 50.4 Other receivables 30.4 42.4 Total accounts receivable 89.0 137.6 Less—Allowance for credit losses (1.3) (1.4) Accounts receivable, net $ 87.7 $ 136.2 |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: As of June 30, 2020 December 31, 2019 (In millions) New vehicles $ 474.1 $ 802.6 Used vehicles 125.2 140.1 Parts and accessories 37.1 42.3 Total inventories $ 636.4 $ 985.0 The lower of cost and net realizable value reserves reduced total inventories by $5.1 million and $6.1 million as of June 30, 2020 and December 31, 2019, respectively. In addition to inventories shown above, we had $67.7 million of inventories classified as Assets held for sale in the accompanying Consolidated Balance Sheet as of December 31, 2019, associated with pending dealership disposals. As of June 30, 2020 and December 31, 2019, certain automobile manufacturer incentives reduced new vehicle inventory cost by $5.8 million and $9.6 million, respectively, and reduced new vehicle cost of sales for the six months ended June 30, 2020 and 2019 by $19.8 million and $21.8 million, respectively. |
ASSETS AND LIABILITIES HELD FOR
ASSETS AND LIABILITIES HELD FOR SALE | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS HELD FOR SALE | ASSETS AND LIABILITIES HELD FOR SALE Assets and liabilities classified as held for sale include (i) assets and liabilities associated with pending dealership disposals, (ii) real estate not currently used in our operations that we are actively marketing to sell and (iii) the related mortgage notes payable, if applicable. Real estate assets held for sale not currently used in our operations and other real estate assets, totaled $28.7 million and $38.9 million as of June 30, 2020 and December 31, 2019, respectively. There were no liabilities associated with these properties as of June 30, 2020. As of December 31, 2019, there was $8.3 million of mortgage notes payable. |
GOODWILL AND INTANGIBLE FRANCHI
GOODWILL AND INTANGIBLE FRANCHISE RIGHTS | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE FRANCHISE RIGHTS | GOODWILL AND INTANGIBLE FRANCHISE RIGHTS Our acquisitions have resulted in the recording of goodwill and intangible franchise rights. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Franchise rights are indefinite-lived intangible assets representing our rights under franchise agreements with vehicle manufacturers. Goodwill and intangible franchise rights are tested annually as of October 1 st ,or more frequently in the event that facts and circumstances indicate a triggering event has occurred. As a result of the adverse impact on our dealership operations caused by the COVID-19 pandemic, the Company considered the extent to which the COVID-19 impacts combined with other relevant circumstances (e.g., the results of the Company’s most recent impairment test) could affect the significant inputs used to determine the fair value of the Company’s franchise rights and goodwill associated with the Company’s reporting units. To the extent that we determined that the totality of events and circumstances, and their effect on the significant inputs into the fair value determination of our franchise rights and reporting units, would more likely than not lead to an impairment of the carrying value of the franchise rights or goodwill reporting units, we performed quantitative impairment tests as of March 31, 2020. We performed qualitative assessments on the remaining franchise rights and goodwill reporting units as of March 31, 2020. The results of our quantitative and qualitative assessments indicated that the carrying value of goodwill related to all reporting units did not exceed their fair value. The quantitative impairment tests for franchise rights included a comparison of the estimated fair value to the carrying value of each franchise right asset. The Company estimates fair value by using a discounted cash flow model (income approach) based on market participant assumptions related to the cash flows directly attributable to the franchise. These assumptions include year-over-year and terminal growth rates, working capital requirements, weighted average cost of capital, future gross margins, and future selling, general, and administrative expenses. The results of the quantitative impairment testing for certain franchise rights as of March 31, 2020, identified that the carrying values of certain of our franchise rights assets exceeded their fair value. As a result, we recognized a $23.0 million pre-tax non-cash impairment charge during the three months ended March 31, 2020. We did not record an impairment charge related to goodwill and franchise rights for the three months ended June 30, 2020. |
FLOOR PLAN NOTES PAYABLE
FLOOR PLAN NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
FLOOR PLAN NOTES PAYABLE | FLOOR PLAN NOTES PAYABLE Floor plan notes payable consisted of the following: As of June 30, 2020 December 31, 2019 (In millions) Floor plan notes payable—trade (a) $ 64.4 $ 146.5 Floor plan notes payable offset account (6.9) (16.2) Floor plan notes payable—trade, net $ 57.5 $ 130.3 Floor plan notes payable—new non-trade (b) $ 503.5 $ 773.6 Floor plan notes payable—used non-trade 75.0 — Floor plan notes payable offset account (109.8) (115.9) Floor plan notes payable—non-trade, net $ 468.7 $ 657.7 ____________________________ (a) Amounts reflected for floor plan notes payable—trade as of December 31, 2019, excluded $21.9 million classified as Liabilities associated with assets held for sale. (b) Amounts reflected for floor plan notes payable—new non-trade as of December 31, 2019, excluded $40.9 million classified as Liabilities associated with assets held for sale. We have a floor plan facility with Ford Motor Credit Company ("Ford Credit") to purchase new Ford and Lincoln vehicle inventory. Our floor plan facility with Ford Credit was amended in July 2020 to extend the maturity date to July 31, 2021. We have established a floor plan notes payable offset account with Ford Credit that allows us to transfer cash to the account as an offset to our outstanding Floor Plan Notes Payable—Trade. In addition, we have a similar floor plan offset account with Bank of America that allows us to offset our Floor Plan Notes Payable—Non-Trade. These accounts allow us to transfer cash to reduce the amount of outstanding floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into our operating cash accounts within one to two days. As of June 30, 2020 and December 31, 2019, we had $116.7 million and $132.1 million, respectively, in these floor plan offset accounts. At our option, we have the ability to re-designate a portion of our availability under the Revolving Credit Facility to the New Vehicle Floor Plan Facility or the Used Vehicle Floor Plan Facility. The maximum amount we are allowed to re-designate is determined based on our aggregate revolving commitment under the Revolving Credit Facility, less $50.0 million. In addition, we are able to re-designate any amounts moved to the New Vehicle Floor Plan Facility or Used Vehicle Floor Plan Facility Long-term debt consisted of the following: As of June 30, 2020 December 31, 2019 (In millions) 6.00% Senior Subordinated Notes due 2024 $ — $ 600.0 4.50% Senior Notes due 2028 280.0 — 4.75% Senior Notes due 2030 320.0 — Mortgage notes payable bearing interest at fixed rates 98.7 100.5 2018 Bank of America Facility (a) 86.9 88.3 2018 Wells Fargo Master Loan Facility 94.4 25.0 2013 BofA Real Estate Facility 34.9 35.5 2015 Wells Fargo Master Loan Facility (b) 75.0 76.8 2019 Bank of America Revolving Credit Facility 237.0 — Finance lease liability 16.9 17.2 Total debt outstanding 1,243.8 943.3 Add—unamortized premium on 6.0% Senior Subordinated Notes due 2024 — 5.1 Less—debt issuance costs (10.3) (9.0) Long-term debt, including current portion 1,233.5 939.4 Less—current portion, net of current portion of debt issuance costs (51.4) (32.4) Long-term debt $ 1,182.1 $ 907.0 ____________________________ (a) Amounts reflected for the 2018 BofA Real Estate Facility (as defined herein) as of December 31, 2019, exclude $26.6 million classified as Liabilities associated with assets held for sale. (b) Amounts reflected for the 2015 Wells Fargo Master Loan Facility (as defined herein) as of December 31, 2019, exclude $1.5 million classified as Liabilities associated with assets held for sale. 6.00% Senior Subordinated Notes due 2024 On February 3, 2020, we issued a conditional notice of redemption to the holders of our 6% Senior Subordinated Notes due 2024 (the "6% Notes"), notifying such holders that we intended to redeem all of the 6% Notes. On March 4, 2020, the 6% Notes were redeemed at 103% of par, plus accrued and unpaid interest to, but excluding, the date of redemption. We recorded a loss on extinguishment of the 6% Notes of $19.1 million which comprised a redemption premium of $18.0 million and the write-off of the unamortized premium and debt issuance costs totaling $1.1 million related to the 6% Notes on the redemption date. New Senior Notes On February 19, 2020, the Company completed its offering of senior unsecured notes, consisting of $525.0 million aggregate principal amount of 4.50% Senior Notes due 2028 (the “2028 Notes”) and $600.0 million aggregate principal amount of 4.75% Senior Notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”). The Company paid lender fees of $6.8 million in conjunction with the Notes offering and incurred additional debt issuance costs of $3.1 million. The lender fees and other debt issuance costs incurred are being amortized over the term of the Notes using the effective interest method. The 2028 Notes and 2030 Notes mature on March 1, 2028 and March 1, 2030, respectively. Interest is payable semiannually, on March 1 and September 1 of each year. The Notes were offered, together with additional borrowings and cash on hand, to (i) fund, if consummated, the acquisition of substantially all of the assets of Park Place, (ii) redeem all of our outstanding $600.0 million aggregate principal amount of the 6.0% Notes and (iii) pay fees and expenses in connection with the foregoing. As a result of the termination of the Acquisition, the Company delivered a notice of special mandatory redemption to holders of its 2028 Notes and 2030 Notes pursuant to which it would redeem on a pro rata basis (1) $245.0 million of the 2028 Notes and (2) $280.0 million of the 2030 Notes, in each case, at 100% of the respective principal amount plus accrued and unpaid interest to but excluding, the special mandatory redemption date. On March 30, 2020, the Company completed the redemption and recorded a write-off of unamortized debt issuance costs of $1.5 million. The remaining outstanding 2028 Notes and 2030 Notes are subject to customary covenants, events of default and optional redemption provisions. In addition, the remaining outstanding 2028 Notes and 2030 Notes are required to be registered under the Securities Act of 1933 within 270 days of the closing date for the offering. We are a holding company with no independent assets or operations. For all relevant periods presented, our 6.0% Notes, 2028 Notes and 2030 Notes have been fully and unconditionally guaranteed, on a joint and several basis, by substantially all of our subsidiaries. Any subsidiaries that have not guaranteed such notes are "minor" (as defined in Rule 3-10(h) of Regulation S-X). As of June 30, 2020, there were no significant restrictions on the ability of our subsidiaries to distribute cash to us or our guarantor subsidiaries. Amendments to 2019 Senior Credit Facility In connection with the Acquisition, we obtained amendments, among other things, to (1) increase the aggregate commitments under the Revolving Credit Facility to $350.0 million, (2) increase the aggregate commitments under the New Vehicle Floorplan Facility to $1.35 billion and (3) increase the aggregate commitments under the Used Vehicle Floorplan Facility to $200.0 million. These amendments to increase the aggregate commitments were to be effective concurrently with the consummation of the Acquisition. As a result of the termination of the Acquisition, the aforementioned amendments did not become effective. On March 18, 2020, the Company borrowed an additional $237.0 million under the Revolving Credit Facility and, as a result has no additional availability thereunder. In July 2020, we repaid $162.0 million on the Revolving Credit Facility. New BofA Real Estate Facility In connection with the Acquisition, on February 7, 2020 we entered into the New BofA Real Estate Facility, which provided for term loans in an aggregate amount not to exceed $280.6 million, upon the consummation of the Acquisition. As a result of the termination of the Acquisition, the anticipated borrowings under the New BofA Real Estate Facility have not occurred and the agreement governing the New BofA Real Estate Facility has terminated. 2018 Wells Fargo Master Loan Facility On June 26, 2020, the Company borrowed an additional $69.4 million under the 2018 Wells Fargo Master Loan Facility. |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | FLOOR PLAN NOTES PAYABLE Floor plan notes payable consisted of the following: As of June 30, 2020 December 31, 2019 (In millions) Floor plan notes payable—trade (a) $ 64.4 $ 146.5 Floor plan notes payable offset account (6.9) (16.2) Floor plan notes payable—trade, net $ 57.5 $ 130.3 Floor plan notes payable—new non-trade (b) $ 503.5 $ 773.6 Floor plan notes payable—used non-trade 75.0 — Floor plan notes payable offset account (109.8) (115.9) Floor plan notes payable—non-trade, net $ 468.7 $ 657.7 ____________________________ (a) Amounts reflected for floor plan notes payable—trade as of December 31, 2019, excluded $21.9 million classified as Liabilities associated with assets held for sale. (b) Amounts reflected for floor plan notes payable—new non-trade as of December 31, 2019, excluded $40.9 million classified as Liabilities associated with assets held for sale. We have a floor plan facility with Ford Motor Credit Company ("Ford Credit") to purchase new Ford and Lincoln vehicle inventory. Our floor plan facility with Ford Credit was amended in July 2020 to extend the maturity date to July 31, 2021. We have established a floor plan notes payable offset account with Ford Credit that allows us to transfer cash to the account as an offset to our outstanding Floor Plan Notes Payable—Trade. In addition, we have a similar floor plan offset account with Bank of America that allows us to offset our Floor Plan Notes Payable—Non-Trade. These accounts allow us to transfer cash to reduce the amount of outstanding floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into our operating cash accounts within one to two days. As of June 30, 2020 and December 31, 2019, we had $116.7 million and $132.1 million, respectively, in these floor plan offset accounts. At our option, we have the ability to re-designate a portion of our availability under the Revolving Credit Facility to the New Vehicle Floor Plan Facility or the Used Vehicle Floor Plan Facility. The maximum amount we are allowed to re-designate is determined based on our aggregate revolving commitment under the Revolving Credit Facility, less $50.0 million. In addition, we are able to re-designate any amounts moved to the New Vehicle Floor Plan Facility or Used Vehicle Floor Plan Facility Long-term debt consisted of the following: As of June 30, 2020 December 31, 2019 (In millions) 6.00% Senior Subordinated Notes due 2024 $ — $ 600.0 4.50% Senior Notes due 2028 280.0 — 4.75% Senior Notes due 2030 320.0 — Mortgage notes payable bearing interest at fixed rates 98.7 100.5 2018 Bank of America Facility (a) 86.9 88.3 2018 Wells Fargo Master Loan Facility 94.4 25.0 2013 BofA Real Estate Facility 34.9 35.5 2015 Wells Fargo Master Loan Facility (b) 75.0 76.8 2019 Bank of America Revolving Credit Facility 237.0 — Finance lease liability 16.9 17.2 Total debt outstanding 1,243.8 943.3 Add—unamortized premium on 6.0% Senior Subordinated Notes due 2024 — 5.1 Less—debt issuance costs (10.3) (9.0) Long-term debt, including current portion 1,233.5 939.4 Less—current portion, net of current portion of debt issuance costs (51.4) (32.4) Long-term debt $ 1,182.1 $ 907.0 ____________________________ (a) Amounts reflected for the 2018 BofA Real Estate Facility (as defined herein) as of December 31, 2019, exclude $26.6 million classified as Liabilities associated with assets held for sale. (b) Amounts reflected for the 2015 Wells Fargo Master Loan Facility (as defined herein) as of December 31, 2019, exclude $1.5 million classified as Liabilities associated with assets held for sale. 6.00% Senior Subordinated Notes due 2024 On February 3, 2020, we issued a conditional notice of redemption to the holders of our 6% Senior Subordinated Notes due 2024 (the "6% Notes"), notifying such holders that we intended to redeem all of the 6% Notes. On March 4, 2020, the 6% Notes were redeemed at 103% of par, plus accrued and unpaid interest to, but excluding, the date of redemption. We recorded a loss on extinguishment of the 6% Notes of $19.1 million which comprised a redemption premium of $18.0 million and the write-off of the unamortized premium and debt issuance costs totaling $1.1 million related to the 6% Notes on the redemption date. New Senior Notes On February 19, 2020, the Company completed its offering of senior unsecured notes, consisting of $525.0 million aggregate principal amount of 4.50% Senior Notes due 2028 (the “2028 Notes”) and $600.0 million aggregate principal amount of 4.75% Senior Notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”). The Company paid lender fees of $6.8 million in conjunction with the Notes offering and incurred additional debt issuance costs of $3.1 million. The lender fees and other debt issuance costs incurred are being amortized over the term of the Notes using the effective interest method. The 2028 Notes and 2030 Notes mature on March 1, 2028 and March 1, 2030, respectively. Interest is payable semiannually, on March 1 and September 1 of each year. The Notes were offered, together with additional borrowings and cash on hand, to (i) fund, if consummated, the acquisition of substantially all of the assets of Park Place, (ii) redeem all of our outstanding $600.0 million aggregate principal amount of the 6.0% Notes and (iii) pay fees and expenses in connection with the foregoing. As a result of the termination of the Acquisition, the Company delivered a notice of special mandatory redemption to holders of its 2028 Notes and 2030 Notes pursuant to which it would redeem on a pro rata basis (1) $245.0 million of the 2028 Notes and (2) $280.0 million of the 2030 Notes, in each case, at 100% of the respective principal amount plus accrued and unpaid interest to but excluding, the special mandatory redemption date. On March 30, 2020, the Company completed the redemption and recorded a write-off of unamortized debt issuance costs of $1.5 million. The remaining outstanding 2028 Notes and 2030 Notes are subject to customary covenants, events of default and optional redemption provisions. In addition, the remaining outstanding 2028 Notes and 2030 Notes are required to be registered under the Securities Act of 1933 within 270 days of the closing date for the offering. We are a holding company with no independent assets or operations. For all relevant periods presented, our 6.0% Notes, 2028 Notes and 2030 Notes have been fully and unconditionally guaranteed, on a joint and several basis, by substantially all of our subsidiaries. Any subsidiaries that have not guaranteed such notes are "minor" (as defined in Rule 3-10(h) of Regulation S-X). As of June 30, 2020, there were no significant restrictions on the ability of our subsidiaries to distribute cash to us or our guarantor subsidiaries. Amendments to 2019 Senior Credit Facility In connection with the Acquisition, we obtained amendments, among other things, to (1) increase the aggregate commitments under the Revolving Credit Facility to $350.0 million, (2) increase the aggregate commitments under the New Vehicle Floorplan Facility to $1.35 billion and (3) increase the aggregate commitments under the Used Vehicle Floorplan Facility to $200.0 million. These amendments to increase the aggregate commitments were to be effective concurrently with the consummation of the Acquisition. As a result of the termination of the Acquisition, the aforementioned amendments did not become effective. On March 18, 2020, the Company borrowed an additional $237.0 million under the Revolving Credit Facility and, as a result has no additional availability thereunder. In July 2020, we repaid $162.0 million on the Revolving Credit Facility. New BofA Real Estate Facility In connection with the Acquisition, on February 7, 2020 we entered into the New BofA Real Estate Facility, which provided for term loans in an aggregate amount not to exceed $280.6 million, upon the consummation of the Acquisition. As a result of the termination of the Acquisition, the anticipated borrowings under the New BofA Real Estate Facility have not occurred and the agreement governing the New BofA Real Estate Facility has terminated. 2018 Wells Fargo Master Loan Facility On June 26, 2020, the Company borrowed an additional $69.4 million under the 2018 Wells Fargo Master Loan Facility. |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE | FINANCIAL INSTRUMENTS AND FAIR VALUE In determining fair value, we use various valuation approaches, including market and income approaches. Accounting standards establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the presumptions market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1-Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Level 2-Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Assets and liabilities utilizing Level 2 inputs include interest rate swap instruments, exchange-traded debt securities that are not actively traded or do not have a high trading volume, mortgage notes payable, and certain real estate properties on a non-recurring basis. Level 3-Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs include those used in estimating the fair value of certain non-financial assets and non-financial liabilities in purchase acquisitions and those used in the assessment of impairment for goodwill and manufacturer franchise rights. The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment required to determine fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Fair value is a market-based exit price measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, our assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. We use inputs that are current as of the measurement date, including during periods of significant market fluctuations. Financial instruments consist primarily of cash and cash equivalents, contracts-in-transit, accounts receivable, cash surrender value of corporate-owned life insurance policies, accounts payable, floor plan notes payable, subordinated long-term debt, mortgage notes payable, and interest rate swap instruments. The carrying values of our financial instruments, with the exception of subordinated long-term debt and mortgage notes payable, approximate fair value due to (i) their short-term nature, (ii) recently completed market transactions, or (iii) existence of variable interest rates, which approximate market rates. The fair value of our subordinated long-term debt is based on reported market prices in an inactive market that reflects Level 2 inputs. We estimate the fair value of our mortgage notes payable using a present value technique based on current market interest rates for similar types of financial instruments that reflect Level 2 inputs. A summary of the carrying values and fair values of our Notes and our Mortgage notes payable is as follows: As of June 30, 2020 December 31, 2019 (In millions) Carrying Value: 6.00% Senior Subordinated Notes due 2024 $ — $ 598.8 4.50% Senior Notes due 2028 276.6 — 4.75% Senior Notes due 2030 315.3 — Mortgage notes payable (a) 387.7 323.4 Total carrying value $ 979.6 $ 922.2 Fair Value: 6.00% Senior Subordinated Notes due 2024 $ — $ 619.5 4.50% Senior Notes due 2028 268.8 — 4.75% Senior Notes due 2030 307.2 — Mortgage notes payable (a) 413.2 364.2 Total fair value $ 989.2 $ 983.7 ____________________________ (a) Excludes amounts classified as Liabilities associated with assets held for sale as of December 31, 2019. Interest Rate Swap Agreements In June 2015, we entered into an interest rate swap agreement with a notional principal amount of $100.0 million. This swap was designed to provide a hedge against changes in variable rate cash flows regarding fluctuations in the one month LIBOR, through maturity in February 2025. The notional value of this swap was $77.2 million as of June 30, 2020 and is reducing over its remaining term to $53.1 million at maturity. In November 2013, we entered into an interest rate swap agreement with a notional principal amount of $75.0 million. This swap was designed to provide a hedge against changes in variable rate cash flows regarding fluctuations in the one month LIBOR, through maturity in September 2023. The notional value of this swap was $50.8 million as of June 30, 2020 and is reducing over its remaining term to $38.7 million at maturity. The fair value of cash flow swaps is calculated as the present value of expected future cash flows, determined on the basis of forward interest rates and present value factors. Fair value estimates reflect a credit adjustment to the discount rate applied to all expected cash flows under the swaps. Other than this input, all other inputs used in the valuation of these swaps are designated to be Level 2 fair values. The fair value of our swaps was an $8.9 million and a $3.8 million liability as of June 30, 2020 and December 31, 2019, respectively. The following table provides information regarding the fair value of our interest rate swap agreements and the impact on the Condensed Consolidated Balance Sheets: As of June 30, 2020 December 31, 2019 (In millions) Other current liabilities $ 2.5 $ 0.9 Other long-term liabilities 6.4 2.9 Total fair value $ 8.9 $ 3.8 Both of our interest rate swaps qualify for cash flow hedge accounting treatment. These interest rate swaps are marked to market at each reporting date and any unrealized gains or losses are included in accumulated other comprehensive income and reclassified to interest expense in the same period or periods during which the hedged transactions affect earnings. Information about the effect of our interest rate swap agreements in the accompanying Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income, is as follows (in millions): For the Three Months Ended June 30, Results Recognized in Accumulated Other Comprehensive Income/(Loss) Location of Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) 2020 $ (0.6) Other interest expense, net $ 0.6 2019 $ (2.5) Other interest expense, net $ 0.1 For the Six Months Ended June 30, Results Recognized in Accumulated Other Comprehensive Income/(Loss) Location of Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) 2020 $ (5.1) Other interest expense, net $ 0.9 2019 $ (4.3) Other interest expense, net $ 0.1 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION During the six months ended June 30, 2020 and 2019, we made interest payments, including amounts capitalized, totaling $32.6 million and $47.3 million, respectively. Included in these interest payments are $13.2 million and $20.8 million, of floor plan interest payments during the six months ended June 30, 2020 and 2019, respectively. During the six months ended June 30, 2020 and 2019, we made income tax payments, net of refunds received, totaling $1.3 million and $27.6 million, respectively. During the six months ended June 30, 2020 and 2019, we transferred $71.6 million and $72.5 million, respectively, of loaner vehicles from Other current assets to Inventories on our Condensed Consolidated Balance Sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Our dealerships are party to dealer and framework agreements with applicable vehicle manufacturers. In accordance with these agreements, each dealership has certain rights and is subject to restrictions typical in the industry. The ability of these manufacturers to influence the operations of the dealerships or the loss of any of these agreements could have a materially negative impact on our operating results. In some instances, manufacturers may have the right, and may direct us, to implement costly capital improvements to dealerships as a condition to entering into, renewing, or extending franchise agreements with them. Manufacturers also typically require that their franchises meet specific standards of appearance. These factors, either alone or in combination, could cause us to use our financial resources on capital projects that we might not have planned for or otherwise determined to undertake. From time to time, we and our dealerships are or may become involved in various claims relating to, and arising out of, our business and our operations. These claims may involve, but not be limited to, financial and other audits by vehicle manufacturers or lenders and certain federal, state, and local government authorities, which have historically related primarily to (i) incentive and warranty payments received from vehicle manufacturers, or allegations of violations of manufacturer agreements or policies, (ii) compliance with lender rules and covenants, and (iii) payments made to government authorities relating to federal, state, and local taxes, as well as compliance with other government regulations. Claims may also arise through litigation, government proceedings, and other dispute resolution processes. Such claims, including class actions, could relate to, but may not be limited to, the practice of charging administrative fees and other fees and commissions, employment-related matters, truth-in-lending and other dealer assisted financing obligations, contractual disputes, actions brought by governmental authorities, and other matters. We evaluate pending and threatened claims and establish loss contingency reserves based upon outcomes we currently believe to be probable and reasonably estimable. We believe we have adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. Based on our review of the various types of claims currently known to us, there is no indication of material reasonably possible losses in excess of amounts accrued in the aggregate. We currently do not anticipate that any known claim will materially adversely affect our financial condition, liquidity, or results of operations. However, the outcome of any matter cannot be predicted with certainty, and an unfavorable resolution of one or more matters presently known or arising in the future could have a material adverse effect on our financial condition, liquidity, or results of operations. A significant portion of our business involves the sale of vehicles, parts, or vehicles composed of parts that are manufactured outside the United States. As a result, our operations are subject to customary risks of importing merchandise, including fluctuations in the relative values of currencies, import duties, exchange controls, trade restrictions, work stoppages, and general political and socio-economic conditions in foreign countries. The United States or the countries from which our products are imported may, from time to time, impose new quotas, duties, tariffs, or other restrictions, or adjust presently prevailing quotas, duties, or tariffs, which may affect our operations, and our ability to purchase imported vehicles and/or parts at reasonable prices. Substantially all of our facilities are subject to federal, state and local provisions regarding the discharge of materials into the environment. Compliance with these provisions has not had, nor do we expect such compliance to have, any material effect upon our capital expenditures, net earnings, financial condition, liquidity or competitive position. We believe that our current practices and procedures for the control and disposition of such materials comply with applicable federal, state, and local requirements. No assurances can be provided, however, that future laws or regulations, or changes in existing laws or regulations, would not require us to expend significant resources in order to comply therewith. We had $12.7 million of letters of credit outstanding as of June 30, 2020, which are required by certain of our insurance providers. In addition, as of June 30, 2020, we maintained a $5.3 million surety bond line in the ordinary course of our business. Our letters of credit and surety bond line are considered to be off balance sheet arrangements. Our other material commitments include (i) floor plan notes payable, (ii) operating leases, (iii) long-term debt and (iv) interest on long-term debt, as described elsewhere herein. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSOn July 6, 2020, the Company, through two of its subsidiaries, entered into the Revised Asset Purchase Agreement with certain members of the Park Place Dealership group, to acquire substantially all of the assets of, and lease the real property related to, 12 new vehicle dealership franchises, two collision centers and an auto auction comprising the Park Place Dealership group for a purchase price of approximately $685.0 million of goodwill and approximately $50.0 million for parts, fixed assets, and leaseholds (excluding vehicle inventory), subject to certain adjustments described in the Revised Asset Purchase Agreement. The purchase price would be financed through a combination of cash, debt and seller financing.The Revised Asset Purchase Agreement contains customary representations and warranties made by each of the parties and the purchaser and sellers have agreed to indemnify one another against certain damages, subject to certain exceptions and limitations. The closing of the Revised Transaction is subject to various customary closing conditions, including receipt of approval of the Revised Transaction by the applicable automotive manufacturers. The Revised Asset Purchase Agreement is not subject to any financing condition. In connection with the execution of the Revised Asset Purchase Agreement, the Purchaser will deliver a certain sum of money to a third-party escrow agent (the “Earnest Money”) to be applied as partial payment of the purchase price. The Revised Asset Purchase Agreement also contains certain termination rights of the purchaser and sellers. Depending upon the circumstance of any termination, the Earnest Money will either be returned to the purchaser or delivered to the sellers as a payment of liquidated damages. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and reflect the consolidated accounts of Asbury Automotive Group, Inc. (the "Company") and our wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. If necessary, reclassifications of amounts previously reported have been made to the accompanying Condensed Consolidated Financial Statements in order to conform to current presentation. In the opinion of management, all adjustments, consisting only of normal, recurring adjustments, considered necessary for a fair statement of the Condensed Consolidated Financial Statements as of June 30, 2020, and for the three and six months ended June 30, 2020 and 2019, have been included, unless otherwise indicated. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for any other interim period, or any full year period. Our Condensed Consolidated Financial Statements should be read together with our audited Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed quarterly and the effects of any revisions are reflected in the Consolidated Financial Statements in the period they are determined to be necessary. Significant estimates made in the accompanying Condensed Consolidated Financial Statements include, but are not limited to, those relating to inventory |
Contracts-In-Transit | Contracts-In-Transit Contracts-in-transit represent receivables from third-party finance companies for the portion of new and used vehicle purchase price financed by customers through sources arranged by us. |
Accounts Receivable | Accounts Receivable The allowance for credit losses is estimated using an annual loss rate approach, by type of receivable, utilizing historical loss rates which have been adjusted for expectations of future economic conditions. |
Internal Profit | Internal Profit Revenues and expenses associated with internal work performed by our parts and service departments on new and used vehicle inventory are eliminated in consolidation. The gross profit earned by our parts and service departments for internal work performed is included as a reduction of Parts and Service Cost of Sales in the accompanying Consolidated Statements of Income upon the sale of the vehicle. The costs incurred by our new and used vehicle departments for work performed by our parts and service departments is included in either New Vehicle Cost of Sales or Used Vehicle Cost of Sales in the accompanying Consolidated Statements of Income, depending on the classification of the vehicle serviced. We eliminate the internal profit on vehicles that remain in inventory. |
Income Taxes | Income TaxesWe use the liability method to account for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis using currently enacted tax rates. |
Share Repurchases | Share RepurchasesShare repurchases may be made from time-to-time in open market transactions or through privately negotiated transactions under the authorization approved by the Board of Directors. Periodically, the Company may retire repurchased shares of common stock previously held by the Company as treasury stock. In accordance with our accounting policy, we allocate any excess share repurchase price over par value between additional paid-in capital, which is limited to amounts initially recorded for the same issue and retained earnings. |
Earnings per Share | Earnings per Share Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average common shares and common share equivalents outstanding during the period. The Company excluded 79,600 restricted share units, issued under the Asbury Automotive Group, Inc. 2019 Equity and Incentive Compensation Plan, from its computation of diluted earnings per share for the three and six months ended June 30, 2020, because they were anti-dilutive. For all periods presented, there were no adjustments to the numerator necessary to compute diluted earnings per share. |
Assets Held for Sale and Liabilities Associated with Assets Held for Sale | Assets Held for Sale and Liabilities Associated with Assets Held for Sale Certain amounts have been classified as Assets Held for Sale in the accompanying Condensed Consolidated Balance Sheets. Assets and liabilities classified as held for sale may include assets and liabilities associated with pending dealership disposals, real estate we are actively marketing to sell, and any related mortgage notes payable or other liabilities, if applicable. Classification as held for sale begins on the date that we have met all of the criteria for classification as held for sale. At the time of classifying assets as held for sale, we compare the carrying value of these assets to estimates of fair value to assess for impairment. We compare the carrying value to estimates of fair value utilizing the assistance of third-party broker opinions of value and third-party desktop appraisals to assist in our fair value estimates related to real estate properties. |
Statements of Cash Flows | Statements of Cash Flows Borrowings and repayments of floor plan notes payable to a lender unaffiliated with the manufacturer from which we purchase a particular new vehicle ("Non-Trade") and all floor plan notes payable relating to pre-owned vehicles (together referred to as "Floor Plan Notes Payable—Non-Trade") are classified as financing activities in the accompanying Condensed Consolidated Statements of Cash Flows, with borrowings reflected separately from repayments. The net change in floor plan notes payable to a lender affiliated with the manufacturer from which we purchase a particular new vehicle (collectively referred to as "Floor Plan Notes Payable—Trade") is classified as an operating activity in the accompanying Condensed Consolidated Statements of Cash Flows. Borrowings of floor plan notes payable associated with inventory acquired in connection with all acquisitions and repayments made in connection with all divestitures are classified as financing activities in the accompanying Condensed Consolidated Statement of Cash Flows. Cash flows related to floor plan notes payable included in operating activities differ from cash flows related to floor plan notes payable included in financing activities only to the extent that the former are payable to a lender affiliated with the manufacturer from which we purchased the related inventory, while the latter are payable to a lender not affiliated with the manufacturer from which we purchased the related inventory. Loaner vehicles account for a significant portion of Other current assets. We acquire loaner vehicles either with available cash or through borrowing from either our manufacturer affiliated lenders or through our senior secured credit agreement with Bank of America, as administrative agent, and the other agents and lenders party thereto (as amended, the "2019 Senior Credit Facility"). Loaner vehicles are initially used by our service department for a short period of time (typically six |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Effective January 1, 2020, the Company adopted Financial Accounting Standard Board Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments , which changed the way entities assess the impairment of its financial instruments based on its estimate of expected credit losses versus the current incurred loss model. The adoption of this standard did not have a material impact on our condensed consolidated financial statements. |
Revenue Recognition | The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or performing a service to a customer. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table summarizes revenue from contracts with customers for the three and six months ended June 30, 2020 and 2019: For the Three Months Ended June 30, 2020 2019 (In millions) Revenue: New vehicle $ 761.8 $ 965.2 Used vehicle retail 412.6 486.6 Used vehicle wholesale 34.9 47.0 New and used vehicle 1,209.3 1,498.8 Sale of vehicle parts and accessories 25.9 36.1 Vehicle repair and maintenance services 143.3 188.4 Parts and services 169.2 224.5 Finance and insurance, net 66.6 80.2 Total revenue $ 1,445.1 $ 1,803.5 For the Six Months Ended June 30, 2020 2019 (In millions) Revenue: New vehicle $ 1,583.9 $ 1,837.0 Used vehicle retail 858.6 944.8 Used vehicle wholesale 82.1 98.7 New and used vehicle 2,524.6 2,880.5 Sale of vehicle parts and accessories 62.7 73.0 Vehicle repair and maintenance services 328.1 369.1 Parts and services 390.8 442.1 Finance and insurance, net 137.0 151.7 Total revenue $ 3,052.4 $ 3,474.3 |
Schedule of Contract with Customer, Assets | Changes in contract assets during the period are reflected in the table below. Contract assets related to vehicle repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer. Vehicle Repair and Maintenance Services Finance and Insurance, net Total (In millions) Contract Assets (Current), January 1, 2020 $ 4.8 $ 12.3 $ 17.1 Transferred to receivables from contract assets recognized at the beginning of the period (4.8) (4.1) (8.9) Increases related to revenue recognized, inclusive of adjustments to constraint, during the period 3.7 4.6 8.3 Contract Assets (Current), March 31, 2020 $ 3.7 $ 12.8 $ 16.5 Transferred to receivables from contract assets recognized at the beginning of the period (3.7) (4.0) (7.7) Increases related to revenue recognized, inclusive of adjustments to constraint, during the period 3.3 4.0 7.3 Contract Assets (Current), June 30, 2020 3.3 12.8 16.1 |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations and Divestitures [Abstract] | |
Schedule of Business Acquisitions | For the Six Months Ended June 30, 2020 2019 (In millions) Inventory $ 29.8 $ 58.1 Real estate 14.5 29.8 Property and equipment 0.4 1.8 Goodwill and manufacturer franchise rights 19.2 32.1 Liabilities assumed — (0.8) Other (0.3) — Total purchase price $ 63.6 $ 121.0 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following: As of June 30, 2020 December 31, 2019 (In millions) Vehicle receivables $ 31.1 $ 44.8 Manufacturer receivables 27.5 50.4 Other receivables 30.4 42.4 Total accounts receivable 89.0 137.6 Less—Allowance for credit losses (1.3) (1.4) Accounts receivable, net $ 87.7 $ 136.2 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following: As of June 30, 2020 December 31, 2019 (In millions) New vehicles $ 474.1 $ 802.6 Used vehicles 125.2 140.1 Parts and accessories 37.1 42.3 Total inventories $ 636.4 $ 985.0 |
FLOOR PLAN NOTES PAYABLE (Table
FLOOR PLAN NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Floor Plan Notes Payable | Floor plan notes payable consisted of the following: As of June 30, 2020 December 31, 2019 (In millions) Floor plan notes payable—trade (a) $ 64.4 $ 146.5 Floor plan notes payable offset account (6.9) (16.2) Floor plan notes payable—trade, net $ 57.5 $ 130.3 Floor plan notes payable—new non-trade (b) $ 503.5 $ 773.6 Floor plan notes payable—used non-trade 75.0 — Floor plan notes payable offset account (109.8) (115.9) Floor plan notes payable—non-trade, net $ 468.7 $ 657.7 ____________________________ (a) Amounts reflected for floor plan notes payable—trade as of December 31, 2019, excluded $21.9 million classified as Liabilities associated with assets held for sale. (b) Amounts reflected for floor plan notes payable—new non-trade as of December 31, 2019, excluded $40.9 million classified as Liabilities associated with assets held for sale. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: As of June 30, 2020 December 31, 2019 (In millions) 6.00% Senior Subordinated Notes due 2024 $ — $ 600.0 4.50% Senior Notes due 2028 280.0 — 4.75% Senior Notes due 2030 320.0 — Mortgage notes payable bearing interest at fixed rates 98.7 100.5 2018 Bank of America Facility (a) 86.9 88.3 2018 Wells Fargo Master Loan Facility 94.4 25.0 2013 BofA Real Estate Facility 34.9 35.5 2015 Wells Fargo Master Loan Facility (b) 75.0 76.8 2019 Bank of America Revolving Credit Facility 237.0 — Finance lease liability 16.9 17.2 Total debt outstanding 1,243.8 943.3 Add—unamortized premium on 6.0% Senior Subordinated Notes due 2024 — 5.1 Less—debt issuance costs (10.3) (9.0) Long-term debt, including current portion 1,233.5 939.4 Less—current portion, net of current portion of debt issuance costs (51.4) (32.4) Long-term debt $ 1,182.1 $ 907.0 ____________________________ (a) Amounts reflected for the 2018 BofA Real Estate Facility (as defined herein) as of December 31, 2019, exclude $26.6 million classified as Liabilities associated with assets held for sale. (b) Amounts reflected for the 2015 Wells Fargo Master Loan Facility (as defined herein) as of December 31, 2019, exclude $1.5 million classified as Liabilities associated with assets held for sale. |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE FINANCIAL INSTRUMENTS AND FAIR VALUE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Fair Values of Liabilities | A summary of the carrying values and fair values of our Notes and our Mortgage notes payable is as follows: As of June 30, 2020 December 31, 2019 (In millions) Carrying Value: 6.00% Senior Subordinated Notes due 2024 $ — $ 598.8 4.50% Senior Notes due 2028 276.6 — 4.75% Senior Notes due 2030 315.3 — Mortgage notes payable (a) 387.7 323.4 Total carrying value $ 979.6 $ 922.2 Fair Value: 6.00% Senior Subordinated Notes due 2024 $ — $ 619.5 4.50% Senior Notes due 2028 268.8 — 4.75% Senior Notes due 2030 307.2 — Mortgage notes payable (a) 413.2 364.2 Total fair value $ 989.2 $ 983.7 ____________________________ (a) Excludes amounts classified as Liabilities associated with assets held for sale as of December 31, 2019. |
Schedule of Derivative Instruments Fair Value | The following table provides information regarding the fair value of our interest rate swap agreements and the impact on the Condensed Consolidated Balance Sheets: As of June 30, 2020 December 31, 2019 (In millions) Other current liabilities $ 2.5 $ 0.9 Other long-term liabilities 6.4 2.9 Total fair value $ 8.9 $ 3.8 |
Schedule of Derivative Instruments Effect on Accumulated Other Comprehensive Income | Information about the effect of our interest rate swap agreements in the accompanying Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income, is as follows (in millions): For the Three Months Ended June 30, Results Recognized in Accumulated Other Comprehensive Income/(Loss) Location of Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) 2020 $ (0.6) Other interest expense, net $ 0.6 2019 $ (2.5) Other interest expense, net $ 0.1 For the Six Months Ended June 30, Results Recognized in Accumulated Other Comprehensive Income/(Loss) Location of Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) 2020 $ (5.1) Other interest expense, net $ 0.9 2019 $ (4.3) Other interest expense, net $ 0.1 |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Millions | Jul. 06, 2020USD ($)collision_centerfranchisenumberOfSubsidiaries | Jun. 30, 2020franchisestatesVehicleBrandsdealership_locationMetropolitanMarketsCollisionRepairCentersshares | Jun. 30, 2020franchisestatesVehicleBrandsdealership_locationMetropolitanMarketsCollisionRepairCentersshares |
Business Organization [Line Items] | |||
Number of franchises (in franchises) | franchise | 102 | 102 | |
Number of dealership locations (in dealership locations) | dealership_location | 83 | 83 | |
Number of collision repair centers (in collision repair centers) | CollisionRepairCenters | 24 | 24 | |
Number of metropolitan markets (in metropolitan markets) | MetropolitanMarkets | 16 | 16 | |
Number of states (in states) | states | 9 | 9 | |
Number of vehicle brands (in vehicle brands) | VehicleBrands | 31 | 31 | |
Restricted Share Units | |||
Business Organization [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 79,600 | 79,600 | |
Subsequent Event | Asset Purchase Agreement | |||
Business Organization [Line Items] | |||
Number of subsidiaries | numberOfSubsidiaries | 2 | ||
Number of franchises acquired (in franchises) | franchise | 12 | ||
Consideration of goodwill | $ | $ 685 | ||
Consideration of parts, fixed assets, and leaseholds | $ | $ 50 | ||
Number of collision centers acquired (in collision repair centers) | collision_center | 2 | ||
Minimum | |||
Business Organization [Line Items] | |||
Loaner vehicle period of use before sale (in months) | 6 months | ||
Maximum | |||
Business Organization [Line Items] | |||
Loaner vehicle period of use before sale (in months) | 12 months | ||
Mid-line Import Brands | |||
Business Organization [Line Items] | |||
Weighted brand mix (percent) | 44.00% | ||
Luxury Brands | |||
Business Organization [Line Items] | |||
Weighted brand mix (percent) | 33.00% | ||
Domestic Brands | |||
Business Organization [Line Items] | |||
Weighted brand mix (percent) | 23.00% |
REVENUE RECOGNITION (Disaggrega
REVENUE RECOGNITION (Disaggregation of Revenue) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,445.1 | $ 1,803.5 | $ 3,052.4 | $ 3,474.3 |
New and used vehicle | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,209.3 | 1,498.8 | 2,524.6 | 2,880.5 |
New and used vehicle | New vehicle | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 761.8 | 965.2 | 1,583.9 | 1,837 |
New and used vehicle | Used vehicle retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 412.6 | 486.6 | 858.6 | 944.8 |
New and used vehicle | Used vehicle wholesale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 34.9 | 47 | 82.1 | 98.7 |
Parts and services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 169.2 | 224.5 | 390.8 | 442.1 |
Parts and services | Sale of vehicle parts and accessories | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 25.9 | 36.1 | 62.7 | 73 |
Parts and services | Vehicle repair and maintenance services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 143.3 | 188.4 | 328.1 | 369.1 |
Finance and insurance, net | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 66.6 | $ 80.2 | $ 137 | $ 151.7 |
REVENUE RECOGNITION (Contract A
REVENUE RECOGNITION (Contract Assets) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | |
Change in Contract with Customer, Asset [Roll Forward] | ||
Contract Assets (Current), January 1, 2020 | $ 16.5 | $ 17.1 |
Transferred to receivables from contract assets recognized at the beginning of the period | (7.7) | (8.9) |
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period | 7.3 | 8.3 |
Contract Assets (Current), March 31, 2020 | 16.1 | 16.5 |
Vehicle Repair and Maintenance Services | Vehicle repair and maintenance services | ||
Change in Contract with Customer, Asset [Roll Forward] | ||
Contract Assets (Current), January 1, 2020 | 3.7 | 4.8 |
Transferred to receivables from contract assets recognized at the beginning of the period | (3.7) | (4.8) |
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period | 3.3 | 3.7 |
Contract Assets (Current), March 31, 2020 | 3.3 | 3.7 |
Finance and Insurance, net | ||
Change in Contract with Customer, Asset [Roll Forward] | ||
Contract Assets (Current), January 1, 2020 | 12.8 | 12.3 |
Transferred to receivables from contract assets recognized at the beginning of the period | (4) | (4.1) |
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period | 4 | 4.6 |
Contract Assets (Current), March 31, 2020 | $ 12.8 | $ 12.8 |
ACQUISITIONS AND DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES (Acquisitions - Narrative) (Details) - Series of Individual Business Acquisitions $ in Millions | 6 Months Ended | |
Jun. 30, 2020USD ($)franchisedealership_location | Jun. 30, 2019USD ($)dealership_locationfranchise | |
Business Acquisition [Line Items] | ||
Goodwill and manufacturer franchise rights, period for federal and state tax deductions | 15 years | 15 years |
Colorado | ||
Business Acquisition [Line Items] | ||
Number of franchises acquired (in franchises) | franchise | 3 | |
Number of dealership locations acquired (in dealership locations) | dealership_location | 1 | |
Aggregate purchase price | $ 63.6 | |
Cash paid for acquisition | 34.5 | |
Floor plan borrowings for puchase of related inventory | 27.1 | |
Holdback | 2 | |
Holdback release | $ 1.5 | |
Indiana | ||
Business Acquisition [Line Items] | ||
Number of franchises acquired (in franchises) | franchise | 8 | |
Number of dealership locations acquired (in dealership locations) | dealership_location | 4 | |
Aggregate purchase price | $ 121 | |
Cash paid for acquisition | 70.8 | |
Floor plan borrowings for puchase of related inventory | 47.7 | |
Holdback | $ 2.5 |
ACQUISITIONS AND DIVESTITURES_3
ACQUISITIONS AND DIVESTITURES (Purchase Price Allocation) (Details) - Series of Individual Business Acquisitions - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||
Inventory | $ 29.8 | $ 58.1 |
Real estate | 14.5 | 29.8 |
Property and equipment | 0.4 | 1.8 |
Goodwill and manufacturer franchise rights | 19.2 | 32.1 |
Liabilities assumed | 0 | (0.8) |
Other | (0.3) | 0 |
Total purchase price | $ 63.6 | $ 121 |
ACQUISITIONS AND DIVESTITURES_4
ACQUISITIONS AND DIVESTITURES (Divestitures - Narrative) (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)franchisedealership_locationcollision_center | Jun. 30, 2019USD ($)franchisecollision_centerdealership_location | Mar. 24, 2020USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on dealership divestitures | $ | $ 0 | $ 11.7 | $ 33.7 | $ 11.7 | |
Divestitures | $ | $ 115.5 | $ 39.1 | |||
Payment of liquidated damages | $ | $ 10 | ||||
Disposed of by sale | Georgia | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of franchises, sold (in franchises) | franchise | 1 | ||||
Number of dealership locations, sold (in dealership locations) | dealership_location | 1 | ||||
Disposed of by sale | Mississippi | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of franchises, sold (in franchises) | franchise | 6 | ||||
Number of dealership locations, sold (in dealership locations) | dealership_location | 5 | ||||
Number of collision centers, sold (in collision centers) | collision_center | 1 | ||||
Disposed of by sale | Texas | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of franchises, sold (in franchises) | franchise | 1 | ||||
Number of dealership locations, sold (in dealership locations) | dealership_location | 1 | ||||
Number of collision centers, sold (in collision centers) | collision_center | 1 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) - Series of Individual Business Acquisitions $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019USD ($)dealership_locationfranchise | |
Business Acquisition [Line Items] | ||
Goodwill and manufacturer franchise rights, period for federal and state tax deductions | 15 years | 15 years |
Indiana | ||
Business Acquisition [Line Items] | ||
Number of franchises acquired (in franchises) | franchise | 8 | |
Number of dealership locations acquired (in dealership locations) | dealership_location | 4 | |
Aggregate purchase price | $ 121 | |
Cash paid for acquisition | 70.8 | |
Floor plan borrowings for puchase of related inventory | 47.7 | |
Holdback | $ 2.5 |
ACQUISITIONS (Schedule of Busin
ACQUISITIONS (Schedule of Business Acquisitions) (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||
Goodwill | $ 206.5 | $ 201.7 |
Series of Individual Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Inventory | 29.8 | 58.1 |
Real estate | 14.5 | 29.8 |
Property and equipment | 0.4 | 1.8 |
Liabilities assumed | 0 | (0.8) |
Total purchase price | $ 63.6 | $ 121 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 89 | $ 137.6 |
Less—Allowance for doubtful accounts | (1.3) | (1.4) |
Accounts receivable, net | 87.7 | 136.2 |
Vehicle receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 31.1 | 44.8 |
Manufacturer receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 27.5 | 50.4 |
Other receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 30.4 | $ 42.4 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Components of Inventory [Line Items] | |||
Total inventories | $ 636.4 | $ 985 | |
Lower of cost or market inventory reserves | 5.1 | 6.1 | |
New vehicles | |||
Components of Inventory [Line Items] | |||
Total inventories | 474.1 | 802.6 | |
Reduction of new vehicle inventory cost by automobile manufacturer incentives | (5.8) | (9.6) | |
Reduction to cost of sales | 19.8 | $ 21.8 | |
Used vehicles | |||
Components of Inventory [Line Items] | |||
Total inventories | 125.2 | 140.1 | |
Parts and accessories | |||
Components of Inventory [Line Items] | |||
Total inventories | 37.1 | $ 42.3 | |
Held-for-sale | |||
Components of Inventory [Line Items] | |||
Total inventories | $ 67.7 |
ASSETS AND LIABILITIES HELD F_2
ASSETS AND LIABILITIES HELD FOR SALE (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 29, 2020dealership_location | Jun. 30, 2020USD ($)CollisionRepairCenterspropertydealership_location | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)CollisionRepairCenterspropertydealership_location | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)dealership_locationcollision_centerfranchise | |
Long Lived Assets Held-for-sale [Line Items] | ||||||
Real estate held-for-sale | $ 28.7 | $ 28.7 | $ 38.9 | |||
Liabilities associated with assets held for sale | $ 0 | $ 0 | 100.9 | |||
Mortgage notes payable | 8.3 | |||||
Number of dealership locations (in dealership locations) | dealership_location | 83 | 83 | ||||
Number of collision repair centers (in collision repair centers) | CollisionRepairCenters | 24 | 24 | ||||
Gain on dealership divestitures | $ 0 | $ 11.7 | $ 33.7 | $ 11.7 | ||
Subsequent Event | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Number of dealership locations approved for disposition (in dealership locations) | dealership_location | 2 | |||||
Held-for-sale | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Liabilities associated with assets held for sale | 0 | 0 | ||||
Pending disposition | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Liabilities associated with assets held for sale | $ 92.6 | |||||
Number of real estate properties | franchise | 7 | |||||
Number of dealership locations (in dealership locations) | dealership_location | 6 | |||||
Number of collision repair centers (in collision repair centers) | collision_center | 1 | |||||
Assets held-for-sale | $ 115.3 | |||||
Disposed of by sale | Vacant property | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Real estate held-for-sale | $ 3.7 | $ 3.7 | ||||
Number of real estate properties | property | 1 | 1 |
GOODWILL AND INTANGIBLE FRANC_2
GOODWILL AND INTANGIBLE FRANCHISE RIGHTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Franchise rights impairment | $ 0 | $ 23,000,000 | $ 0 | $ 23,000,000 | $ 0 |
FLOOR PLAN NOTES PAYABLE (Sched
FLOOR PLAN NOTES PAYABLE (Schedule) (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Floor plan notes payable—trade (a) | $ 64.4 | $ 146.5 |
Floor plan notes payable offset account | (6.9) | (16.2) |
Floor plan notes payable—trade, net | 57.5 | 130.3 |
Floor plan notes payable—non-trade | 503.5 | 773.6 |
Floor plan notes payable—used non-trade | 75 | 0 |
Floor plan notes payable offset account | (109.8) | (115.9) |
Floor plan notes payable—non-trade, net | $ 468.7 | 657.7 |
Floor plan notes payable—trade, liabilities associated with assets held for sale | 21.9 | |
Floor plan notes payable—non-trade, liabilities associated with assets held for sale | $ 40.9 |
FLOOR PLAN NOTES PAYABLE (Narra
FLOOR PLAN NOTES PAYABLE (Narrative) (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2020 | Mar. 18, 2020 | Mar. 13, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||||
Floor plan notes payable, offsets | $ (116,700,000) | $ (132,100,000) | ||
Senior Credit Facility | Used Vehicle Floor Plan Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 110,000,000 | |||
Extinguishment of debt, amount | $ 35,000,000 | |||
Standby Letters of Credit | Bank of America, N.A. | ||||
Debt Instrument [Line Items] | ||||
Face amount | 50,000,000 | |||
New Vehicle Floor Plan | Bank of America, N.A. | ||||
Debt Instrument [Line Items] | ||||
Remaining borrowing capacity | $ 190,000,000 | |||
Revolving Credit Facility | Bank of America, N.A. | ||||
Debt Instrument [Line Items] | ||||
Remaining borrowing capacity | $ 190,000,000 |
LONG-TERM DEBT (Schedule of Deb
LONG-TERM DEBT (Schedule of Debt) (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Jun. 26, 2020 | Mar. 18, 2020 | Feb. 19, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Finance lease liability | $ 16.9 | $ 17.2 | |||
Total debt outstanding | 1,243.8 | 943.3 | |||
Add—unamortized premium on 6.0% Senior Subordinated Notes due 2024 | 0 | 5.1 | |||
Less—debt issuance costs | (10.3) | (9) | |||
Long-term debt, including current portion | 1,233.5 | 939.4 | |||
Less—current portion, net of current portion of debt issuance costs | (51.4) | (32.4) | |||
Long-term debt | 1,182.1 | 907 | |||
2018 Bank of America Facility | |||||
Debt Instrument [Line Items] | |||||
Liabilities associated with assets held for sale | 26.6 | ||||
2018 Bank of America Facility | Bank of America, N.A. | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | 86.9 | 88.3 | |||
2018 Wells Fargo Master Loan Facility | Wells Fargo Bank, National Association | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | 94.4 | $ 69.4 | 25 | ||
2013 BofA Real Estate Facility | Bank of America, N.A. | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | 34.9 | 35.5 | |||
2015 Wells Fargo Master Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Liabilities associated with assets held for sale | 1.5 | ||||
2015 Wells Fargo Master Loan Facility | Wells Fargo Bank, National Association | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | 75 | 76.8 | |||
2019 Bank of America Revolving Credit Facility | Bank of America, N.A. | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 237 | $ 237 | 0 | ||
Senior Subordinated Notes | 6.0% Senior Subordinated Notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate of debt instrument | 6.00% | ||||
Long-term debt, gross | $ 0 | 600 | |||
Senior Subordinated Notes | 4.50% Senior Notes due 2028 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate of debt instrument | 4.50% | ||||
Senior Subordinated Notes | 4.75% Senior Notes due 2030 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate of debt instrument | 4.75% | ||||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Less—debt issuance costs | $ (6.8) | ||||
Senior Notes | 4.50% Senior Notes due 2028 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate of debt instrument | 4.50% | ||||
Long-term debt, gross | $ 280 | 0 | |||
Senior Notes | 4.75% Senior Notes due 2030 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate of debt instrument | 4.75% | ||||
Long-term debt, gross | 320 | 0 | |||
Mortgage notes payable bearing interest at fixed rates | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 98.7 | $ 100.5 |
LONG-TERM DEBT (6.0% Senior Sub
LONG-TERM DEBT (6.0% Senior Subordinated Notes due 2024) (Details) - USD ($) $ in Millions | Mar. 04, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Debt Instrument [Line Items] | |||||
Loss on extinguishment of long-term debt, net | $ 0 | $ 0 | $ 20.6 | $ 0 | |
Senior Subordinated Notes | 6.0% Senior Subordinated Notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate of debt instrument | 6.00% | 6.00% | |||
Redemption price | 103.00% | ||||
Loss on extinguishment of long-term debt, net | $ 19.1 | ||||
Redemption premium | 18 | ||||
Unamortized Premium and debt issuance costs | $ 1.1 |
LONG-TERM DEBT (New Senior Note
LONG-TERM DEBT (New Senior Notes) (Details) - USD ($) | Mar. 30, 2020 | Jun. 30, 2020 | Feb. 19, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 10,300,000 | $ 9,000,000 | ||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 6,800,000 | |||
Additional debt issuance costs | $ 3,100,000 | |||
Percent of principal amount | 100.00% | |||
Write-off of unamortized debt issuance costs | $ 1,500,000 | |||
Senior Notes | 4.50% Senior Notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 525,000,000 | |||
Stated interest rate of debt instrument | 4.50% | |||
Redemption amount pro rata basis | $ 245,000,000 | |||
Senior Notes | 4.75% Senior Notes due 2030 | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 600,000,000 | |||
Stated interest rate of debt instrument | 4.75% | |||
Redemption amount pro rata basis | $ 280,000,000 | |||
Senior Subordinated Notes | 4.50% Senior Notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate of debt instrument | 4.50% | |||
Senior Subordinated Notes | 4.75% Senior Notes due 2030 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate of debt instrument | 4.75% | |||
Senior Subordinated Notes | 6.0% Senior Subordinated Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate of debt instrument | 6.00% |
LONG-TERM DEBT (Amendments to 2
LONG-TERM DEBT (Amendments to 2019 Senior Credit Facility) (Details) - Bank of America, N.A. - USD ($) | 1 Months Ended | |||
Jul. 29, 2020 | Jun. 30, 2020 | Mar. 18, 2020 | Dec. 31, 2019 | |
2019 Bank of America Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 237,000,000 | $ 237,000,000 | $ 0 | |
2019 Bank of America Revolving Credit Facility | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt, amount | $ 162,000,000 | |||
Reastated Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 350,000,000 | |||
New Vehicle Floor Plan Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 1,350,000,000 | |||
Used Vehicle Floor Plan Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 200,000,000 |
LONG-TERM DEBT (New BofA Real E
LONG-TERM DEBT (New BofA Real Estate Facility) (Details) | Feb. 07, 2020USD ($) |
Bank of America, N.A. | New BofA Real Estate Facility | Plan | |
Debt Instrument [Line Items] | |
Face amount | $ 280,600,000 |
LONG-TERM DEBT (2018 Wells Farg
LONG-TERM DEBT (2018 Wells Fargo Master Loan Facility) (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Jun. 26, 2020 | Dec. 31, 2019 |
Wells Fargo Bank, National Association | 2018 Wells Fargo Master Loan Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 94.4 | $ 69.4 | $ 25 |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE (Summary of Carrying Values and Fair Values of Debt) (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Feb. 19, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total carrying value | $ 979.6 | $ 922.2 | |
Total fair value | $ 989.2 | 983.7 | |
6.00% Senior Subordinated Notes due 2024 | 6.0% Senior Subordinated Notes due 2024 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated interest rate of debt instrument | 6.00% | ||
Total carrying value | $ 0 | 598.8 | |
Total fair value | $ 0 | 619.5 | |
6.00% Senior Subordinated Notes due 2024 | 4.50% Senior Notes due 2028 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated interest rate of debt instrument | 4.50% | ||
6.00% Senior Subordinated Notes due 2024 | 4.75% Senior Notes due 2030 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated interest rate of debt instrument | 4.75% | ||
Senior Notes | 4.50% Senior Notes due 2028 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated interest rate of debt instrument | 4.50% | ||
Total carrying value | $ 276.6 | 0 | |
Total fair value | 268.8 | 0 | |
Senior Notes | 4.75% Senior Notes due 2030 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated interest rate of debt instrument | 4.75% | ||
Total carrying value | 315.3 | 0 | |
Total fair value | 307.2 | 0 | |
Mortgage notes payable | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total carrying value | 387.7 | 323.4 | |
Total fair value | $ 413.2 | $ 364.2 |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE FINANCIAL INSTRUMENTS AND FAIR VALUE (Narrative) (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2015 | Nov. 30, 2013 |
Fair Value, Inputs, Level 2 | Liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of interest rate swaps | $ 8,900,000 | $ (3,800,000) | ||
New Interest Rate Swap | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Notional principal amount of derivative liability | 77,200,000 | $ 100,000,000 | ||
Notional principal amount of derivative liability, at maturity | $ 53,100,000 | |||
Interest Rate Swap | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Notional principal amount of derivative liability | 50,800,000 | $ 75,000,000 | ||
Notional principal amount of derivative liability, at maturity | $ 38,700,000 | |||
Fair value of interest rate swaps | 8,900,000 | $ 3,800,000 | ||
Interest rate swap, net loss amount expected to be reclassified in the next twelve months | $ (2,500,000) |
FINANCIAL INSTRUMENTS AND FAI_5
FINANCIAL INSTRUMENTS AND FAIR VALUE (Schedule of Fair value of Interest Rate Swaps) (Details) - Interest Rate Swap - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of interest rate swaps | $ 8.9 | $ 3.8 |
Other current liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of interest rate swaps | 2.5 | 0.9 |
Other long-term liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of interest rate swaps | $ 6.4 | $ 2.9 |
FINANCIAL INSTRUMENTS AND FAI_6
FINANCIAL INSTRUMENTS AND FAIR VALUE (Schedule of Derivative Instruments Effect on the Consolidated Income Statement, Including Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Results Recognized in Accumulated Other Comprehensive Income/(Loss) | $ (0.6) | $ (2.5) | $ (5.1) | $ (4.3) |
Interest Rate Swap | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Results Recognized in Accumulated Other Comprehensive Income/(Loss) | (0.6) | (2.5) | (5.1) | (4.3) |
Interest Rate Swap | Other interest expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings | $ 0.6 | $ 0.9 | ||
Interest Rate Swap | Other interest expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings | $ 0.1 | $ 0.1 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Supplemental Cash Flow Information [Abstract] | |||
Interest payments made including amounts capitalized | $ 32.6 | $ 47.3 | |
Cash paid during the period related to floor plan interest | 13.2 | 20.8 | |
Income taxes paid, net | 1.3 | $ 27.6 | |
Loaner vehicles transferred from other current assets to inventory | $ 72.5 | $ 71.6 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Guarantee Obligations $ in Millions | Jun. 30, 2020USD ($) |
Loss Contingencies [Line Items] | |
Amount of surety bond line maintained | $ 5.3 |
Reastated Credit Agreement | Bank of America, N.A. | |
Loss Contingencies [Line Items] | |
Amount of letters of credit outstanding | $ 12.7 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - Asset Purchase Agreement $ in Millions | Jul. 06, 2020USD ($)collision_centerfranchisenumberOfSubsidiaries |
Subsequent Event [Line Items] | |
Number of subsidiaries | numberOfSubsidiaries | 2 |
Number of franchises acquired (in franchises) | franchise | 12 |
Number of collision centers acquired (in collision repair centers) | collision_center | 2 |
Consideration of goodwill | $ 685 |
Consideration of parts, fixed assets, and leaseholds | $ 50 |