Document and Entity Information
Document and Entity Information - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Feb. 10, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | |
Document and Entity Information [Abstract] | ||||
Entity Registrant Name | GROUP 1 AUTOMOTIVE INC | |||
Entity Central Index Key | 1,031,203 | |||
Document Type | 10-K | |||
Document Period End Date | Dec. 31, 2016 | |||
Amendment Flag | false | |||
Document Fiscal Year Focus | 2,016 | |||
Document Fiscal Period Focus | FY | |||
Current Fiscal Year End Date | --12-31 | |||
Entity Well-known Seasoned Issuer | Yes | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Filer Category | Large Accelerated Filer | |||
Entity Public Float | $ 1,000.1 | |||
Entity Common Stock, Shares Outstanding | 21,383,593 | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 20,992 | $ 13,037 |
Contracts-in-transit and vehicle receivables, net | 269,508 | 252,438 |
Accounts and notes receivable, net | 173,364 | 157,768 |
Inventories, net | 1,651,815 | 1,737,751 |
Prepaid expenses and other current assets | 34,908 | 27,376 |
Total current assets | 2,150,587 | 2,188,370 |
PROPERTY AND EQUIPMENT, net | 1,125,883 | 1,033,981 |
GOODWILL | 876,763 | 854,915 |
INTANGIBLE FRANCHISE RIGHTS | 284,876 | 307,588 |
Investment in Subsidiaries | 0 | 0 |
OTHER ASSETS | 23,794 | 11,862 |
Total assets | 4,461,903 | 4,396,716 |
CURRENT LIABILITIES: | ||
Floorplan notes payable - credit facility and other | 1,136,654 | 1,265,719 |
Offset account related to floorplan notes payable - credit facility | (59,626) | (110,759) |
Floorplan notes payable — manufacturer affiliates | 392,661 | 389,071 |
Offset account related to floorplan notes payable - manufacturer affiliates | (25,500) | (25,500) |
Current maturities of long-term debt | 72,419 | 54,991 |
Derivative Liability, Current | 3,941 | 0 |
Accounts payable | 356,099 | 280,423 |
Accrued expenses | 176,469 | 185,323 |
Total current liabilities | 2,053,117 | 2,039,268 |
LONG-TERM DEBT, net of current maturities | 1,212,809 | 1,199,534 |
Deferred Tax Liabilities, Net, Noncurrent | 161,502 | 136,644 |
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 20,470 | 31,153 |
Other Liabilities, Noncurrent | 83,805 | 71,865 |
Commitments and Contingencies | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||
Preferred Stock, Value, Issued | 0 | 0 |
Common Stock, Value, Issued | 257 | 257 |
Additional Paid in Capital, Common Stock | 290,899 | 291,092 |
Retained Earnings (Accumulated Deficit) | 1,053,301 | 926,169 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (146,944) | (137,984) |
Treasury Stock, Value | 267,313 | 161,282 |
Stockholders' Equity Attributable | 930,200 | 918,252 |
Total liabilities and stockholders' equity | 4,461,903 | 4,396,716 |
Consolidation, Eliminations [Member] | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | 0 | 0 |
Contracts-in-transit and vehicle receivables, net | 0 | 0 |
Accounts and notes receivable, net | 0 | 0 |
Inventories, net | 0 | 0 |
Prepaid expenses and other current assets | 0 | 0 |
Total current assets | (8,929) | (1,192) |
PROPERTY AND EQUIPMENT, net | 0 | 0 |
GOODWILL | 0 | 0 |
INTANGIBLE FRANCHISE RIGHTS | 0 | 0 |
Investment in Subsidiaries | (2,787,328) | (2,388,081) |
OTHER ASSETS | 0 | 0 |
Total assets | (2,796,257) | (2,389,273) |
CURRENT LIABILITIES: | ||
Floorplan notes payable - credit facility and other | 0 | 0 |
Offset account related to floorplan notes payable - credit facility | 0 | 0 |
Floorplan notes payable — manufacturer affiliates | 0 | 0 |
Offset account related to floorplan notes payable - manufacturer affiliates | 0 | 0 |
Current maturities of long-term debt | 0 | 0 |
Derivative Liability, Current | 0 | |
Accounts payable | 0 | 0 |
Accrued expenses | 0 | 0 |
Total current liabilities | (884,591) | (504,525) |
LONG-TERM DEBT, net of current maturities | 0 | 0 |
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 0 | 0 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Stockholders' Equity Attributable | (2,787,328) | (2,388,081) |
Total liabilities and stockholders' equity | (2,796,257) | (2,389,273) |
Parent Company [Member] | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | 0 | 0 |
Contracts-in-transit and vehicle receivables, net | 0 | 0 |
Accounts and notes receivable, net | 0 | 0 |
Inventories, net | 0 | 0 |
Prepaid expenses and other current assets | 516 | 5,312 |
Total current assets | 516 | 5,312 |
PROPERTY AND EQUIPMENT, net | 0 | 0 |
GOODWILL | 0 | 0 |
INTANGIBLE FRANCHISE RIGHTS | 0 | 0 |
Investment in Subsidiaries | 2,787,328 | 2,388,081 |
OTHER ASSETS | 0 | 0 |
Total assets | 2,787,844 | 2,393,393 |
CURRENT LIABILITIES: | ||
Floorplan notes payable - credit facility and other | 0 | 0 |
Offset account related to floorplan notes payable - credit facility | 0 | 0 |
Floorplan notes payable — manufacturer affiliates | 0 | 0 |
Offset account related to floorplan notes payable - manufacturer affiliates | 0 | 0 |
Current maturities of long-term debt | 0 | 0 |
Derivative Liability, Current | 0 | |
Accounts payable | 0 | 0 |
Accrued expenses | 0 | 0 |
Total current liabilities | 875,662 | 503,333 |
LONG-TERM DEBT, net of current maturities | 836,056 | 834,090 |
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 0 | 0 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Stockholders' Equity Attributable | 1,077,146 | 1,056,235 |
Total liabilities and stockholders' equity | $ 2,787,844 | $ 2,393,393 |
Consolidated Balance Sheets Con
Consolidated Balance Sheets Consolidated Balance Sheet (Parentheticals) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 25,662,950 | 25,705,888 |
Treasury Stock, Shares | 4,257,915 | 2,291,095 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUES: | |||
New vehicle retail sales | $ 6,046,075 | $ 6,001,306 | $ 5,741,619 |
Used vehicle retail sales | 2,757,713 | 2,638,969 | 2,324,868 |
Used vehicle wholesale sales | 401,863 | 397,251 | 379,143 |
Parts and service sales | 1,261,307 | 1,186,193 | 1,125,694 |
Finance, insurance and other, net | 420,654 | 408,786 | 366,565 |
Total revenues | 10,887,612 | 10,632,505 | 9,937,889 |
COST OF SALES: | |||
New vehicle retail sales | 5,729,697 | 5,695,829 | 5,430,402 |
Used vehicle retail sales | 2,575,234 | 2,459,499 | 2,151,346 |
Used vehicle wholesale sales | 406,305 | 399,171 | 376,824 |
Parts and service sales | 581,307 | 544,034 | 531,379 |
Total cost of sales | 9,292,543 | 9,098,533 | 8,489,951 |
GROSS PROFIT | 1,595,069 | 1,533,972 | 1,447,938 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 1,170,763 | 1,120,833 | 1,061,964 |
DEPRECIATION AND AMORTIZATION EXPENSE | 51,234 | 47,239 | 42,344 |
ASSET IMPAIRMENTS | 32,838 | 87,562 | 41,520 |
INCOME FROM OPERATIONS | 340,234 | 278,338 | 302,110 |
OTHER INCOME (EXPENSE): | |||
Floorplan interest expense | (44,927) | (39,264) | (41,614) |
Other interest expense, net | (67,936) | (56,903) | (49,693) |
Loss on extinguishment of long-term debt | 0 | 0 | (46,403) |
INCOME BEFORE INCOME TAXES | 227,371 | 182,171 | 164,400 |
Provision for income taxes | (80,306) | (88,172) | (71,396) |
NET INCOME | $ 147,065 | $ 93,999 | $ 93,004 |
BASIC EARNINGS PER SHARE | $ 6.67 | $ 3.91 | $ 3.82 |
Weighted average common shares outstanding | 21,161 | 23,148 | 23,380 |
DILUTED EARNINGS PER SHARE | $ 6.67 | $ 3.90 | $ 3.60 |
Weighted average common shares outstanding | 21,170 | 23,152 | 24,885 |
CASH DIVIDENDS PER COMMON SHARE | $ 0.91 | $ 0.83 | $ 0.70 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
NET INCOME | $ 147,065 | $ 93,999 | $ 93,004 |
OTHER COMPREHENSIVE INCOME (LOSS): | |||
Foreign Currency Transaction Gain (Loss), Unrealized | (19,081) | (54,457) | (27,426) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 0 | 0 | 1,178 |
Net unrealized loss on foreign currency translation | (19,081) | (54,457) | (26,248) |
Unrealized gain (loss) on interest rate swaps: | |||
Unrealized gain (loss) arising during the period, net of tax benefit | 1,728 | (9,856) | (11,153) |
Reclassification adjustment for loss included in interest expense, net of tax provision | 8,393 | 8,313 | 7,094 |
Unrealized (loss) gain on interest rate swaps, net of tax | 10,121 | (1,543) | (4,059) |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES | (8,960) | (56,000) | (30,307) |
COMPREHENSIVE INCOME | $ 138,105 | $ 37,999 | $ 62,697 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Tax (benefit) provision of unrealized loss on interest rate swap | $ 1,037 | $ (5,914) | $ (6,692) |
Tax (benefit) provision of reclassification adjustment | $ 5,036 | $ 4,987 | $ 4,256 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in-Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | 3.00% Notes [Member] | 3.00% Notes [Member]Additional Paid-in-Capital | 2.25% Convertible Notes [Member] | 2.25% Convertible Notes [Member]Additional Paid-in-Capital | 2.25% Convertible Notes [Member]Treasury Stock |
Beginning balance at Dec. 31, 2013 | $ 1,035,175 | $ 257 | $ 368,641 | $ 776,101 | $ (51,677) | $ (58,147) | |||||
Beginning balance, shares at Dec. 31, 2013 | 25,746 | ||||||||||
Net income | 93,004 | ||||||||||
Other comprehensive income (loss), net | (30,307) | (30,307) | |||||||||
Equity component of 3.00% Convertible Note issuance, net of deferred tax liability | (14,163) | (14,163) | |||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | (22) | ||||||||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | (321) | (13,008) | (12,687) | ||||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments | $ (118,044) | $ (118,044) | $ (16,071) | $ 20,789 | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 36,860 | ||||||||||
Call Options and Warrant Equity Settlement | 32,641 | $ 32,641 | $ 0 | $ 33,772 | $ (33,772) | ||||||
Purchases of treasury stock | (36,802) | (36,802) | |||||||||
Stock-based compensation | 17,804 | 17,804 | |||||||||
Cash dividends | (17,048) | (17,048) | |||||||||
Ending balance at Dec. 31, 2014 | 978,010 | $ 257 | 286,854 | 852,057 | (81,984) | (79,174) | |||||
Ending balance, shares at Dec. 31, 2014 | 25,724 | ||||||||||
Net income | 93,999 | ||||||||||
Other comprehensive income (loss), net | (56,000) | (56,000) | |||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | (18) | ||||||||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | 206 | (16,701) | (16,907) | ||||||||
Purchases of treasury stock | (99,015) | (99,015) | |||||||||
Stock-based compensation | 20,939 | 20,939 | |||||||||
Cash dividends | (19,887) | (19,887) | |||||||||
Ending balance at Dec. 31, 2015 | 918,252 | $ 257 | 291,092 | 926,169 | (137,984) | (161,282) | |||||
Ending balance, shares at Dec. 31, 2015 | 25,706 | ||||||||||
Net income | 147,065 | ||||||||||
Other comprehensive income (loss), net | (8,960) | (8,960) | |||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | (43) | ||||||||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | 2,193 | (20,963) | (23,156) | ||||||||
Purchases of treasury stock | (129,187) | (129,187) | |||||||||
Stock-based compensation | 20,770 | 20,770 | |||||||||
Cash dividends | (19,933) | (19,933) | |||||||||
Ending balance at Dec. 31, 2016 | $ 930,200 | $ 257 | $ 290,899 | $ 1,053,301 | $ (146,944) | $ (267,313) | |||||
Ending balance, shares at Dec. 31, 2016 | 25,663 |
Consolidated Statement of Stoc8
Consolidated Statement of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred Income Tax Expense (Benefit) | $ 14,162 | $ 11,884 | $ 12,319 |
Additional Paid-in Capital [Member] | |||
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation | $ 249 | $ 2,142 | $ 1,841 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net borrowings on 5.25% Senior Unsecured Notes | $ 0 | $ 296,250 | $ 0 |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | 147,065 | 93,999 | 93,004 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 51,234 | 47,239 | 42,344 |
Deferred income taxes | 14,162 | 11,884 | 12,319 |
Asset impairments | 32,838 | 87,562 | 41,520 |
Stock-based compensation | 21,073 | 18,851 | 16,012 |
Amortization of debt discount and issue costs | 3,694 | 3,652 | 10,559 |
Loss on 3.00% Convertibles Notes repurchase | 0 | 0 | 29,478 |
Loss on 2.25% Convertible Notes conversion and redemption | 0 | 0 | 16,925 |
Gain on disposition of assets | 2,675 | 9,719 | 15,994 |
Tax effect from excess stock-based compensation | 249 | (2,142) | (1,841) |
Other | 835 | 3,334 | 4,686 |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||
Accounts payable and accrued expenses | 76,126 | 25,108 | 37,344 |
Accounts and notes receivable | (18,663) | (17,887) | (20,179) |
Inventories | 79,319 | (186,634) | 27,339 |
Contracts-in-transit and vehicle receivables | (15,621) | (17,944) | (10,530) |
Prepaid expenses and other assets | 8,244 | (3,153) | (5,385) |
Floorplan notes payable — manufacturer affiliates | (12,630) | 87,516 | (78,822) |
Deferred revenues | (393) | (619) | (491) |
Net cash provided by (used in) operating activities | 384,857 | 141,047 | 198,288 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Cash paid in acquisitions, net of cash received | (57,327) | (212,252) | (336,551) |
Proceeds from disposition of franchises, property and equipment | 36,843 | 41,581 | 144,597 |
Purchases of property and equipment, including real estate | (156,521) | (120,252) | (150,392) |
Other | 2,965 | 6,421 | (4,705) |
Net cash provided by (used in) investing activities | (174,040) | (284,502) | (347,051) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Borrowings on credit facility — floorplan line and other | 6,597,406 | 7,557,237 | 7,832,014 |
Repayments on credit facility — floorplan line and other | (6,676,161) | (7,504,516) | (7,802,719) |
Borrowings on credit facility — acquisition line | 220,020 | 489,548 | 389,368 |
Repayments on credit facility — acquisition line | (220,020) | (557,696) | (379,681) |
Net borrowings on 5.00% Senior Unsecured Notes | 0 | 0 | 539,600 |
Debt issue costs | 3,513 | 788 | 1,881 |
Repurchase of 3.00% Convertible Notes | 0 | 0 | (260,074) |
Proceeds from Call/Warrant Unwind related to 3.00% Convertible Notes | 0 | 0 | 32,697 |
Conversion and redemption of 2.25% Convertible Notes | 0 | 0 | (182,756) |
Borrowings on other debt | 49,972 | 59,855 | 91,137 |
Principal payments on other debt | (45,928) | (63,769) | (85,905) |
Borrowings on debt related to real estate | (42,654) | (32,026) | (112,179) |
Principal payments on debt related to real estate loans | (25,463) | (72,079) | (59,950) |
Net Issuance of Common and Treasury Shares to Employee Stock Compensation Plans | 3,868 | 214 | (321) |
Repurchases of common stock, amounts based on settlement date | (127,606) | (97,473) | (36,802) |
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | (249) | 2,142 | 1,841 |
Dividends paid | (19,987) | (19,942) | (17,097) |
Net cash provided by (used in) financing activities | (205,007) | 121,009 | 171,650 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 2,145 | (5,492) | (2,127) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 7,955 | (27,938) | 20,760 |
CASH AND CASH EQUIVALENTS, beginning of period | 13,037 | 40,975 | 20,215 |
CASH AND CASH EQUIVALENTS, end of period | 20,992 | 13,037 | 40,975 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Purchases of property and equipment, including real estate, accrued in accounts payable and accrued expenses | $ 15,930 | $ 32,720 | $ 21,166 |
Annual Financial Information
Annual Financial Information | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ANNUAL FINANCIAL INFORMATION | ANNUAL FINANCIAL INFORMATION Business and Organization Group 1 Automotive, Inc., a Delaware corporation, is a leading operator in the automotive retailing industry with business activities in 14 states in the United States of America (“U.S.”), 20 towns in the United Kingdom (“U.K.”), and four states in Brazil. Group 1 Automotive, Inc. and its subsidiaries are collectively referred to as the “Company” in these Notes to Consolidated Financial Statements. The Company, through its regions, sells new and used cars and light trucks; arranges related vehicle financing; sells service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts. As of December 31, 2016 , the Company’s U.S. retail network consisted of the following two regions (with the number of dealerships they comprised): (a) the East ( 36 dealerships in Alabama, Florida, Georgia, Louisiana, Maryland, Massachusetts, Mississippi, New Hampshire, New Jersey, and South Carolina), and (b) the West ( 75 dealerships in California, Kansas, Louisiana, Oklahoma, and Texas). The U.S. regional vice presidents report directly to the Company’s Chief Executive Officer and are responsible for the overall performance of their regions, as well as for overseeing the market directors and dealership general managers that report to them. In addition, as of December 31, 2016 , the Company had two international regions: (a) the U.K. region, which consisted of 30 dealerships in the U.K. and (b) the Brazil region, which consisted of 18 dealerships in Brazil. The operations of the Company’s international regions are structured similarly to the U.S. regions, each with a regional vice president reporting directly to the Company’s Chief Executive Officer. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Estimates | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES Use of Estimates The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the balance sheet date and the amounts of revenues and expenses recognized during the reporting period. Management analyzes the Company’s estimates based on historical experience and various other assumptions that are believed to be reasonable under the circumstances; however, actual results could differ from such estimates. The significant estimates made by management in the accompanying Consolidated Financial Statements relate to inventory market adjustments, reserves for future chargebacks on finance and vehicle service contract fees, self-insured property/casualty insurance exposure, the fair value of assets acquired and liabilities assumed in business combinations, the valuation of goodwill and intangible franchise rights, and reserves for potential litigation. Basis of Presentation All business acquisitions completed during the periods presented have been accounted for using the purchase method of accounting, and their results of operations are included from the effective dates of the closings of the acquisitions. The allocations of purchase price to the assets acquired and liabilities assumed are assigned and recorded based on estimates of fair value and are subject to change within the purchase price allocation period (generally one year from the respective acquisition date). All intercompany balances and transactions have been eliminated in consolidation. Revenue Recognition Revenues from vehicle sales, parts sales and vehicle service are recognized upon completion of the sale or service and delivery to the customer. Conditions to completing a sale entail having an agreement with the customer, including pricing, and having a reasonable expectation that the sales price will be collected. The Company includes revenues from its collision center operations in parts and services sales. Taxes collected from customers and remitted to governmental agencies are not included in total revenues. The Company records the profit it receives for arranging vehicle fleet transactions, net, in other finance and insurance revenues. Since all sales of new vehicles must occur through franchised new vehicle dealerships, the dealerships effectively act as agents for the automobile manufacturers in completing sales of vehicles to fleet customers. As these customers typically order the vehicles, the Company has no significant general inventory risk. Additionally, fleet customers generally receive special purchase incentives from the automobile manufacturers and the Company receives only a nominal fee for facilitating the transactions. The Company arranges financing for customers through various institutions and receives financing fees based on the difference between the loan rates charged to customers and wholesale financing rates set by the financing institution. In addition, the Company receives fees from the sale of insurance and vehicle service contracts to customers. Revenues from these fees are recorded at the time of the sale of the vehicles as finance and insurance revenue earned. The Company may be charged back for unearned financing, insurance contract or vehicle service contract fees in the event of early termination of the contracts by customers. A reserve for future amounts estimated to be charged back is recorded, as a reduction of Finance, insurance and other revenue, net in the accompanying Consolidated Statement of Operations, based on the Company’s historical chargeback results and the termination provisions of the applicable contracts. While chargeback results vary depending on the type of contract sold, a 10% increase in the historical chargeback results used in determining estimates of future amounts that might be charged back would have increased the reserve at December 31, 2016 by $3.8 million . Further, through agreements with certain vehicle service contract administrators, the Company earns volume incentive rebates and interest income on reserves, as well as participates in the underwriting profits of the products. Cash and Cash Equivalents Cash and cash equivalents include demand deposits and various other short-term investments with original maturities of three months or less at the date of purchase. As of December 31, 2016 and 2015 , cash and cash equivalents excluded $85.1 million and $136.3 million , respectively, of immediately available funds used to pay down the Floorplan Line of the Revolving Credit Facility and the FMCC Facility (as defined in Note 11, “Credit Facilities”), which are the Company’s primary vehicles for the short-term investment of excess cash. These amounts are reflected in the Company’s Consolidated Balance Sheets as the offset accounts related to Floorplan Notes Payable - Credit Facility and Floorplan Notes Payable - Manufacturer Affiliates. Contracts-in-Transit and Vehicle Receivables Contracts-in-transit and vehicle receivables consist primarily of amounts due from financing institutions on retail finance contracts from vehicle sales and dealer incentives due from manufacturers. Also included are amounts receivable from vehicle wholesale sales. Inventories New, used and demonstrator vehicle inventories are carried at the lower of specific cost or market and are removed from inventory using the specific identification method in the Consolidated Balance Sheets. Parts and accessories inventories are valued at lower of cost (determined on a first-in, first-out basis) or market in the Consolidated Balance Sheets. Vehicle inventory cost consists of the amount paid to acquire the inventory, plus the cost of reconditioning, cost of equipment added and transportation cost. Additionally, the Company receives interest assistance from some of the automobile manufacturers. This assistance is accounted for as a vehicle purchase price discount and is reflected as a reduction to the inventory cost on the Company’s Consolidated Balance Sheets and as a reduction to cost of sales in its Statements of Operations as the vehicles are sold. At December 31, 2016 and 2015 , inventory cost had been reduced by $9.6 million and $10.3 million , respectively, for interest assistance received from manufacturers. New vehicle cost of sales was reduced by $49.2 million , $50.5 million and $45.1 million for interest assistance received related to vehicles sold for the years ended December 31, 2016 , 2015 and 2014 , respectively. The interest assistance over the past three years has ranged from approximately 90.0% of the Company’s quarterly floorplan interest expense in the first quarter of 2014 to 139.9% for the third quarter of 2015 . Since the market value of inventory typically declines over time, the Company establishes new and used vehicle reserves based on its historical loss experience and management’s considerations of current market trends. These reserves are charged to cost of sales and reduce the carrying value of inventory on hand. Used vehicles are complex to value as there is no standardized source for determining exact values and each vehicle and each market in which the Company operates is unique. As a result, the value of each used vehicle taken at trade-in, or purchased at auction, is determined based on industry data, primarily accessed via the Company’s used vehicle management software and the industry expertise of the responsible used vehicle manager. Valuation risk is partially mitigated by the speed at which the Company turns this inventory. At December 31, 2016 , the Company’s used vehicle days’ supply was 35 days . The Company incurs shipping costs in connection with selling parts to customers. The cost of shipping these parts is included in cost of sales on the Consolidated Statements of Operations. Property and Equipment Property and equipment are recorded at cost and depreciation is provided using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized over the lesser of the estimated term of the lease or the estimated useful life of the asset. The amortization of assets recorded under capital leases is included with depreciation and amortization expense in the Consolidated Statement of Operations. Expenditures for major additions or improvements, which extend the useful lives of assets, are capitalized. Minor replacements, maintenance and repairs, which do not improve or extend the lives of the assets, are expensed as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in current operations. The Company reviews long-lived assets for impairment at the lowest level of identifiable cash flows whenever there is evidence that the carrying value of these assets may not be recoverable (i.e., triggering events). This review consists of comparing the carrying amount of the asset with its expected future undiscounted cash flows without interest costs. If the asset’s carrying amount is greater than such cash flow estimate, then it is required to be written down to its fair value. Estimates of expected future cash flows represent management’s best estimate based on currently available information and reasonable and supportable assumptions. See Note 15, “Asset Impairments,” for additional details regarding the Company’s impairment of long-lived assets. Goodwill The Company is organized into four geographic regions, East and West regions in the U.S., the U.K. region and the Brazil region. The Company has determined that each region represents a reporting unit for the purpose of assessing goodwill for impairment. Goodwill represents the excess, at the date of acquisition, of the purchase price of the business acquired over the fair value of the net tangible and intangible assets acquired. Annually in the fourth quarter, based on the carrying values of the Company’s regions as of October 31 st , the Company performs a fair value and potential impairment assessment of its goodwill. An impairment analysis is done more frequently if certain events or circumstances arise that would indicate a change in the fair value of the intangible asset has occurred (i.e., an impairment indicator). In evaluating its goodwill, the Company compares the carrying value of the net assets of each reporting unit to its respective fair value, which is calculated by using unobservable inputs based upon the Company’s internally developed assumptions. This represents the first step of the impairment test. If the fair value of a reporting unit is less than the carrying value of its net assets, the Company proceeds to step two of the impairment test. Step two involves allocating the calculated fair value to all of the tangible and identifiable intangible assets of the reporting unit as if the calculated fair value were the purchase price in a business combination. The Company then compares the value of the implied goodwill resulting from this second step to the carrying value of the goodwill in the reporting unit. To the extent the carrying value of the goodwill exceeds its implied fair value under step two of the impairment test, a non-cash impairment charge equal to the difference is recorded. The Company uses a combination of the discounted cash flow, or income approach ( 80% weighted), and the market approach ( 20% weighted) to determine the fair value of the Company’s reporting units. Included in the discounted cash flow approach are assumptions regarding revenue growth rates, future gross margins, future selling, general and administrative expenses (“SG&A”) and an estimated weighted average cost of capital (“WACC”). The Company also must estimate residual values at the end of the forecast period and future capital expenditure requirements. Specifically, with regard to the valuation assumptions utilized in the income approach for the U.S. reporting units (which represents the Company’s largest two reporting units) as of October 31, 2016 , the Company based its analysis on an estimate of industry sales of 17.3 million units in 2017 , and remaining flat for the remainder of the forecasted years. For the market approach, the Company utilizes recent market multiples of guideline companies for both revenue and pretax net income weighted as appropriate by reporting unit. Each of these assumptions requires the Company to use its knowledge of (1) the industry, (2) recent transactions and (3) reasonable performance expectations for its operations. If any one of the above assumptions change or fails to materialize, the resulting decline in the estimated fair value could result in a material, non-cash impairment charge to the goodwill associated with the reporting unit(s). See Note 15, “Asset Impairments,” and Note 16, “Intangible Franchise Rights and Goodwill,” for additional details regarding the Company’s goodwill. On June 23, 2016, the British citizens voted on a referendum in favor of exiting the European Union. The majority vote in favor of Brexit has created uncertainty in the global markets and in the regulatory environment in the U.K., as well as the overall European Union. The impact on the Company’s financial results and operations may not be known for some time, but could be adverse. In addition, automotive dealers in the U.K. rely on the legislative doctrine of "Block Exemption" to govern market representation activities of competing dealers and dealer groups. To date, there has been no clear indication of how such legislation may be effected by Brexit, but a change to such legislation could be adverse. If, as a result of the clarification of any of these uncertainties, the estimates, assumptions and inputs utilized in our annual impairment test for goodwill and intangible franchise rights change or fail to materialize, the resulting decline in the estimated fair market value of such assets could result in a material non-cash impairment charge. While the Company is not aware of any changes in circumstances that has resulted in a decline in fair value of these assets at this time, we continue to closely monitor the situation. Intangible Franchise Rights The Company’s only significant identifiable intangible assets, other than goodwill, are rights under franchise agreements with manufacturers, which are recorded at an individual dealership level. The Company expects these franchise agreements to continue for an indefinite period and, for agreements that do not have indefinite terms, the Company believes that renewal of these agreements can be obtained without substantial cost, based on the history with the manufacturer. As such, the Company believes that its franchise agreements will contribute to cash flows for an indefinite period and, therefore, the carrying amounts of the franchise rights are not amortized. Franchise rights acquired in business acquisitions prior to July 1, 2001, were recorded and amortized as part of goodwill in the U.S. reporting units and remain as part of goodwill in the U.S. reporting units at December 31, 2016 and 2015 in the accompanying Consolidated Balance Sheets. Since July 1, 2001, intangible franchise rights acquired in business combinations have been recorded as distinctly separate intangible assets. In accordance with guidance primarily codified within Accounting Standards Codification (“ASC”) 350, Intangibles-Goodwill and Other , the Company evaluates these franchise rights for impairment annually in the fourth quarter, based on the carrying values of the Company’s individual dealerships as of October 31 st , or more frequently if events or circumstances indicate possible impairment has occurred. In performing its impairment assessments, the Company tests the carrying value of each individual franchise right that was recorded by using a direct value method discounted cash flow model, or income approach, specifically the excess earnings method. Included in this analysis are assumptions, at a dealership level, regarding the cash flows directly attributable to the franchise rights, revenue growth rates, future gross margins and future SG&A expenses. Using an estimated WACC, estimated residual values at the end of the forecast period and estimated future capital expenditure requirements, the Company calculates the fair value of each dealership’s franchise rights. See Note 15, “Asset Impairments,” and Note 16, “Intangible Franchise Rights and Goodwill,” for additional details regarding the Company’s intangible franchise rights. Income Taxes Currently, the Company operates in 14 different states in the U.S., in the U.K. and in Brazil, each of which has unique tax rates and payment calculations. As the amount of income generated in each jurisdiction varies from period to period, the Company’s estimated effective tax rate can vary based on the proportion of taxable income generated in each jurisdiction. The Company follows the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes . Under this method, deferred income taxes are recorded based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the underlying assets are realized or liabilities are settled. A valuation allowance reduces deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recognized deferred tax assets, net of valuation allowances, that it believes will be realized, based primarily on the assumption of future taxable income. As it relates to state net operating losses, as well as net operating losses and goodwill for certain Brazil subsidiaries, a corresponding valuation allowance has been established to the extent that the Company has determined that net income attributable to certain jurisdictions may not be sufficient to realize the benefit. Fair Value of Financial Assets and Liabilities The Company’s financial instruments consist primarily of cash and cash equivalents, contracts-in-transit and vehicle receivables, accounts and notes receivable, accounts payable, credit facilities, long-term debt and interest rate swaps. The fair values of cash and cash equivalents, contracts-in-transit and vehicle receivables, accounts and notes receivable, accounts payable, credit facilities and variable-rate long-term debt approximate their carrying values due to the short-term nature of these instruments and/or the existence of variable interest rates. However, the carrying value of the Company’s fixed-rate long-term debt differs from fair value. As of December 31, 2016 , the Company’s 5.00% Notes had a carrying value of $540.5 million , and a fair value of $548.4 million . The Company’s 5.25% Notes had a carrying value of $295.6 million and a fair value of $297.0 million at December 31, 2016 . Of the $385.4 million and $365.6 million of real estate related and other long-term debt as of December 31, 2016 and December 31, 2015 , respectively, $93.9 million and $100.7 million represented fixed interest rate borrowings. The fair value of such fixed interest rate borrowings was $94.5 million and $102.4 million as of December 31, 2016 and December 31, 2015 , respectively. For discussion on the fair value of the Company’s interest rate swaps, refer to “ Derivative Financial Instruments” below. Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations The fair values of assets acquired and liabilities assumed in business combinations are estimated using various assumptions. The most significant assumptions, and those requiring the most judgment, involve the estimated fair values of property and equipment and intangible franchise rights, with the remaining amounts attributable to goodwill, if any. The Company utilizes third-party experts to determine the fair values of property and equipment purchased, including real estate, and utilizes its fair value model as discussed under “Intangible Franchise Rights” above, supplemented with assistance from third-party experts, to determine the fair value of intangible franchise rights acquired. Derivative Financial Instruments One of the Company’s primary market risk exposures is increasing interest rates. Interest rate derivatives, designated as cash flow hedges, are used to adjust interest rate exposures when appropriate based on market conditions. The Company follows the requirements of guidance primarily codified within ASC 815, Derivatives and Hedging (“ASC 815”) pertaining to the accounting for derivatives and hedging activities. ASC 815 requires the Company to recognize all cash flow hedges on its balance sheet at fair value. The related gains or losses on these interest rate derivatives are deferred in stockholders’ equity as a component of accumulated other comprehensive loss. These deferred gains and losses are recognized in income in the period in which the related items being hedged are recognized in expense. Monthly contractual settlements of these swap positions are recognized as floorplan or other interest expense in the Company’s accompanying Consolidated Statements of Operations. However, to the extent that the change in value of a derivative contract does not perfectly offset the change in the value of the items being hedged, that ineffective portion is immediately recognized in other income or expense. All of the Company’s interest rate hedges were designated as cash flow hedges and were deemed to be effective at December 31, 2016 , 2015 and 2014 . The Company measures the fair value of its interest rate derivative instruments utilizing an income approach valuation technique, converting future amounts of cash flows to a single present value in order to obtain a transfer exit price within the bid and ask spread that is most representative of the fair value of its derivative instruments. In measuring fair value, the Company utilizes the option-pricing Black-Scholes present value technique for all of its derivative instruments. This option-pricing technique utilizes a one-month London Interbank Offered Rate (“LIBOR”) forward yield curve, obtained from an independent external service provider, matched to the identical maturity term of the instrument being measured. Observable inputs utilized in the income approach valuation technique incorporate identical contractual notional amounts, fixed coupon rates, periodic terms for interest payments and contract maturity. The fair value estimate of the interest rate derivative instruments also considers the credit risk of the Company for instruments in a liability position or the counterparty for instruments in an asset position. The credit risk is calculated by using the spread between the one-month LIBOR yield curve and the relevant average 10 and 20-year rate according to Standard and Poor’s. The Company has determined the valuation measurement inputs of these derivative instruments to maximize the use of observable inputs that market participants would use in pricing similar or identical instruments and market data obtained from independent sources, which is readily observable or can be corroborated by observable market data for substantially the full term of the derivative instrument. Further, the valuation measurement inputs minimize the use of unobservable inputs. Accordingly, the Company has classified the derivatives within Level 2 of the ASC 820, Fair Value Measurement and Disclosures (“ASC 820”), hierarchy framework in Note 13, “Fair Value Measurements.” The Company validates the outputs of its valuation technique by comparison to valuations from the respective counterparties. See Note 4, “Derivative Instruments and Risk Management Activities,” and Note 13, “Fair Value Measurements,” for further details regarding the Company’s derivative financial instruments and fair value measurements. Foreign Currency Translation The functional currency for the Company’s U.K. subsidiaries is the British pound sterling (£) and of the Company’s Brazil subsidiaries is the Brazilian real. The financial statements of all the Company’s foreign subsidiaries have been translated into U.S. dollars. All assets and liabilities of foreign subsidiaries are translated into U.S. dollars using period-end exchange rates and all revenues and expenses are translated at average rates during the respective period. The difference in the U.S. dollar results that arise from the translation of all assets and liabilities are included in the cumulative currency translation adjustments in accumulated other comprehensive income/loss in stockholders’ equity and in other income/expense, when applicable. Upon disposition of the Company’s investment in a foreign subsidiary, the Company removes the accumulated translation adjustment attributable to that subsidiary from equity and recognizes as a part of the gain or loss on the disposition transaction. Factory Incentives In addition to the interest assistance discussed above, the Company receives various dealer incentive payments from certain of the automobile manufacturers. These incentive payments are typically received on parts purchases from the automobile manufacturers and on new vehicle retail sales. These incentives are reflected as reductions of cost of sales in the statement of operations. Earnings Per Share The Company utilizes the two-class method for the computation of earnings per share (“EPS”). The two-class method requires a portion of net income to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents. The Company’s restricted stock awards qualify as participating securities as each contain non-forfeitable rights to dividends. Income allocated to these participating securities is excluded from net earnings available to common shares. Basic EPS is computed by dividing net income available to basic common shares by the weighted average number of basic common shares outstanding during the period. Diluted EPS is computed by dividing net income available to diluted common shares by the weighted average number of dilutive common shares outstanding during the period. Advertising The Company expenses the costs of advertising as incurred. Advertising expense for the years ended December 31, 2016 , 2015 , and 2014 , totaled $75.3 million , $74.6 million and $73.8 million , respectively. Additionally, the Company receives advertising assistance from some of the automobile manufacturers that the Company must spend on qualified advertising and is subject to audit and chargeback by the manufacturer. The assistance is accounted for as a reduction of advertising expense, which is included in SG&A expenses in the accompanying Consolidated Statements of Operations, as the assistance is earned. Advertising expense amounts related to vehicles still in inventory as of the balance sheet date are reflected in accrued expenses. Advertising expense has been reduced by $16.7 million , $17.3 million and $16.6 million for advertising assistance earned related to vehicles sold for the years ended December 31, 2016 , 2015 and 2014 , respectively. Business and Credit Risk Concentrations The Company owns and operates franchised automotive dealerships in the U.S., the U.K. and Brazil. Automotive dealerships operate pursuant to franchise agreements with vehicle manufacturers. Franchise agreements generally provide the manufacturers or distributors with considerable influence over the operations of the dealership. The success of any franchised automotive dealership is dependent, to a large extent, on the financial condition, management, marketing, production and distribution capabilities of the vehicle manufacturers or distributors of which the Company holds franchises. The Company purchases substantially all of its new vehicles from various manufacturers or distributors at the prevailing prices to all franchised dealers. The Company’s sales volume could be adversely impacted by the manufacturers’ or distributors’ inability to supply the dealerships with an adequate supply of vehicles. For the year ended December 31, 2016 , Toyota (including Lexus, Scion and Toyota brands), BMW (including MINI and BMW brands), Ford (including Ford and Lincoln brands), Honda (including Acura and Honda brands), Nissan, General Motors (including Chevrolet, GMC, Buick, and Cadillac brands), Volkswagen (including Audi, Porsche, and Volkswagen brands), Hyundai (including Hyundai and Kia brands), FCA US (formerly Chrysler) (including Chrysler, Dodge, RAM and Jeep brands), and Daimler (including Mercedes-Benz, smart and Sprinter brands), accounted for 24.9% , 13.5% , 11.0% , 9.9% , 7.1% , 7.4% , 11.0% , 4.2% , 4.0% , and 4.3% of the Company’s new vehicle sales volume, respectively. No other manufacturer accounted for more than 2.7% of the Company’s total new vehicle sales volume in 2016 . Through the use of an open account, the Company purchases and returns parts and accessories from/to the manufacturers and receives reimbursement for rebates, incentives and other earned credits. As of December 31, 2016 , the Company was due $95.8 million from various manufacturers (see Note 8, “Accounts and Notes Receivable”). Receivable balances from Toyota, General Motors, Daimler, BMW, Volkswagen, Ford, Nissan, FCA US (formerly Chrysler), Hyundai, and Honda, represented 17.0% , 15.0% , 14.0% , 13.0% , 12% , 9.0% , 6.0% , 3.0% , 3.0% and 2.0% , respectively, of this total balance due from manufacturers. Statements of Cash Flows With respect to all new vehicle floorplan borrowings, the manufacturers of the vehicles draft the Company’s credit facilities directly with no cash flow to or from the Company. With respect to borrowings for used vehicle financing in the U.S., the Company finances up to 85% of the value of the used vehicle inventory and the funds flow directly to the Company from the lender. In the U.K., the Company chooses which used vehicles to finance and the borrowings flow directly to the Company from the lender. All borrowings from, and repayments to, lenders affiliated with the vehicle manufacturers (excluding the cash flows from or to manufacturer affiliated lenders participating in the Company’s syndicated lending group under the Revolving Credit Facility) are presented within Cash Flows from Operating Activities on the Consolidated Statements of Cash Flows. In addition, all borrowings from, and repayments to, the syndicated lending group under the Revolving Credit Facility (as defined in Note 11, “Credit Facilities”) (including the cash flows from or to manufacturer affiliated lenders participating in the facility) and borrowing from, and repayments to, the Company’s other credit facilities are presented within Cash Flows from Financing Activities. Cash paid for interest, including the monthly settlement of the Company’s interest rate derivatives, was $109.3 million , $92.0 million and $80.2 million in 2016 , 2015 and 2014 , respectively. Cash paid for taxes, net of refunds, was $56.9 million , $74.8 million and $62.3 million in 2016 , 2015 and 2014 , respectively. Stock-Based Compensation Stock-based compensation represents the expense related to stock-based awards granted to employees and non-employee directors. The Company measures stock-based compensation expense at grant date based on the estimated fair value of the award and recognizes the cost on a straight-line basis, net of estimated forfeitures, over the employee requisite service period. The Company estimates the fair value of its employee stock purchase rights issued pursuant to the Employee Stock Purchase Plan using a Black-Scholes valuation model. The expense for stock-based awards is recognized as an SG&A expense in the accompanying Consolidated Statement of Operations. Business Segment Information The Company, through its regions, conducts business in the automotive retailing industry, including selling new and used cars and light trucks, arranging related vehicle financing, selling service and insurance contracts, providing automotive maintenance and repair services and selling vehicle parts. The Company has three reportable segments: the U.S., which includes the activities of the Company’s corporate office, the U.K., and Brazil. The reportable segments are the business activities of the Company for which discrete financial infor |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2016 | |
Acquisitions and Dispositions [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | ACQUISITIONS AND DISPOSITIONS During the twelve months ended December 31, 2016, the Company acquired 12 U.K. dealerships, inclusive of 15 franchises, and opened two additional dealerships for two awarded franchises in the U.K. segment. The Company also acquired one dealership in Brazil, representing one franchise, and opened two additional dealerships in Brazil representing one acquired and two previously awarded franchises. Aggregate consideration paid for these dealerships totaled $61.2 million , including the associated real estate and goodwill, as well as $3.9 million of cash received in the acquisition of the dealerships. The purchase price has been allocated based upon the consideration paid and the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The allocation of the purchase price is preliminary and based on estimates and assumptions that are subject to change within the purchase price allocation period (generally one year from the respective acquisition date). In addition, during the twelve months ended December 31, 2016, the Company disposed of ten franchises: five in the U.S. segment, four in the Brazil segment and one in the U.K. segment. Primarily as a result of these U.S., Brazil and U.K. dealership dispositions, a net pre-tax gain of $2.7 million and net pretax losses of $0.8 million and $0.3 million , respectively, were recognized for the twelve months ended December 31, 2016. During 2015, the Company acquired three U.S. dealerships, sold two U.S. dealerships and terminated one U.S. dealership franchise. The Company also terminated two franchises in Brazil. As a result of these dispositions, a net pre-tax gain of $8.2 million , net of the related asset impairments, was recognized for the twelve months ended December 31, 2015. |
Derivative Instruments and Risk
Derivative Instruments and Risk Management Activities | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT ACTIVITIES | DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT ACTIVITIES The periodic interest rates of the Revolving Credit Facility (as defined in Note 11, “Credit Facilities”) and certain variable-rate real estate related borrowings in the U.S. are indexed to the one-month LIBOR plus an associated company credit risk rate. In order to minimize the earnings variability related to fluctuations in these rates, the Company employs an interest rate hedging strategy, whereby it enters into arrangements with various financial institutional counterparties with investment grade credit ratings, swapping its variable interest rate exposure for a fixed interest rate over terms not to exceed the related variable-rate debt. As of December 31, 2016 and December 31, 2015 , the Company held interest rate swaps in effect of $765.3 million and $581.7 million , respectively, in notional value that fixed its underlying one-month LIBOR at a weighted average rate of 2.5% and 2.7% , respectively. Of the $765.3 million in notional value of swaps in effect as of December 31, 2016 , $335.2 million became effective during the year ended December 31, 2016 . The following table presents the notional value of swaps in effect expiring in each year (excludes forward starting swaps): 2017 2018 2019 2020 2021 2022 2023 Notional amount of swaps expiring (in millions) $ 253.0 $ 153.0 $ 303.1 $ 3.1 $ 11.4 $ 15.2 $ 26.5 The Company records the majority of the impact of the period settlements of these swaps as a component of floorplan interest expense. For the years ended December 31, 2016 , 2015 and 2014 , the impact of the Company’s interest rate hedges in effect increased floorplan interest expense by $11.1 million , $11.5 million , and $9.8 million , respectively. Total floorplan interest expense, inclusive of the aforementioned impact of the Company’s interest rate hedges, was $44.9 million , $39.3 million , and $41.6 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. In addition to the $765.3 million of swaps in effect as of December 31, 2016 , the Company held 13 additional interest rate swaps with forward start dates between January 2017 and December 2020 and expiration dates between December 2019 and December 2030 . As of December 31, 2016 , the aggregate notional value of these 13 forward-starting swaps was $675.0 million , and the weighted average interest rate was 2.2% . Of the $675.0 million in notional value of forward-starting swaps, $325.0 million was added in the year ended December 31, 2016 . The combination of the interest rate swaps currently in effect and these forward-starting swaps is structured such that the notional value in effect at any given time through December 2030 does not exceed $908.6 million , which is less than the Company’s expectation for variable rate debt outstanding during such period. In aggregate, as of December 31, 2016 and December 31, 2015 , the Company reflected liabilities from interest rate risk management activities of $24.4 million and $31.2 million , respectively, in its Consolidated Balance Sheets. In addition, as of December 31, 2016 the Company reflected $9.5 million of assets from interest rate risk management activities included in Other Assets in the Consolidated Balance Sheet. Included in Accumulated Other Comprehensive Loss at December 31, 2016 , 2015 and 2014 , were accumulated unrealized losses, net of income taxes, totaling $9.3 million , $19.5 million , and $17.9 million , respectively, related to these interest rate swaps. As of December 31, 2016 and 2015 , all of the Company’s derivative contracts that were in effect were determined to be effective. The Company had no gains or losses related to ineffectiveness or amounts excluded from effectiveness testing recognized in the Consolidated Statements of Operations for the years ended December 31, 2016 , 2015 or 2014 , respectively. The following table presents the impact during the current and comparative prior year periods for the Company’s derivative financial instruments on its Consolidated Statements of Operations and Consolidated Balance Sheets. Amount of Unrealized Gain (Loss), Net of Tax, Recognized in OCI Year Ended December 31, 2016 2015 2014 (In thousands) Derivatives in Cash Flow Hedging Relationship Interest rate swap contracts $ 1,728 $ (9,856 ) $ (11,153 ) Amount of Loss Reclassified from OCI into Statement of Operations Year Ended December 31, 2016 2015 2014 (In thousands) Location of Loss Reclassified from OCI into Statements of Operations Floorplan interest expense $ (11,097 ) $ (11,486 ) $ (9,837 ) Other interest expense (2,332 ) (1,814 ) (1,513 ) The amount expected to be reclassified out of other comprehensive income (loss) into earnings as additional floorplan interest expense or other interest expense in the next twelve months is $12.2 million . |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION PLANS | STOCK-BASED COMPENSATION PLANS The Company provides stock-based compensation benefits to employees and non-employee directors pursuant to its 2014 Long Term Incentive Plan (the "Incentive Plan"), as well as to employees pursuant to its Employee Stock Purchase Plan, as amended (the "Purchase Plan", formerly named the 1998 Employee Stock Purchase Plan). Long Term Incentive Plan T he Incentive Plan provides for the grant of options (including options qualified as incentive stock options under the Internal Revenue Code of 1986 and options that are non-qualified), restricted stock, performance awards, bonus stock, and phantom stock to the Company's employees, consultants, non-employee directors and officers. The Incentive Plan expires on May 21, 2024 . The terms of the awards (including vesting schedules) are established by the Compensation Committee of the Company’s Board of Directors. As of December 31, 2016 , there were 1,221,459 shares available for issuance under the Incentive Plan. Restricted Stock Awards Under the Incentive Plan, the Company grants to non-employee directors and certain employees restricted stock awards or, at their election, restricted stock units at no cost to the recipient. Restricted stock awards qualify as participating securities as each award contains non-forfeitable rights to dividends. As such, the two-class method is required for the computation of earnings per share. See Note 6, “Earnings Per Share,” for further details. Restricted stock awards are considered outstanding at the date of grant, but are subject to vesting periods upon issuance of up to five years . Restricted stock units are considered vested at the time of issuance. However, since they convey no voting rights, they are not considered outstanding when issued. Restricted stock units settle in cash upon the termination of the grantees’ employment or directorship. In the event an employee or non-employee director terminates his or her employment or directorship with the Company prior to the lapse of the restrictions, the shares, in most cases, will be forfeited to the Company. The Company issues new shares or treasury shares, if available, when restricted stock vests. Compensation expense for restricted stock awards is calculated based on the market price of the Company’s common stock at the date of grant and recognized over the requisite service period. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate is adjusted annually based on the extent to which actual or expected forfeitures differ from the previous estimate. A summary of the restricted stock awards as of December 31, 2016 , along with the changes during the year then ended, is as follows: Awards Weighted Average Grant Date Fair Value Nonvested at December 31, 2015 893,360 $ 69.16 Granted 274,352 54.68 Vested (274,680 ) 59.97 Forfeited (42,610 ) 73.34 Nonvested at December 31, 2016 850,422 $ 67.25 The total fair value of restricted stock awards which vested during the years ended December 31, 2016 , 2015 and 2014 , was $16.5 million , $13.9 million and $12.1 million , respectively. Employee Stock Purchase Plan The Purchase Plan authorizes the issuance of up to 4.5 million shares of common stock and provides that no options to purchase shares may be granted under the Purchase Plan after May 19, 2025 . The Purchase Plan is available to all employees of the Company and its participating subsidiaries and is a qualified plan as defined by Section 423 of the Internal Revenue Code. At the end of each fiscal quarter (the “Option Period”) during the term of the Purchase Plan, employees can acquire shares of common stock from the Company at 85% of the fair market value of the common stock on the first or the last day of the Option Period, whichever is lower. As of December 31, 2016 , there were 1,262,543 shares available for issuance under the Purchase Plan. During the years ended December 31, 2016 , 2015 and 2014 , the Company issued 152,138 , 102,029 , and 103,254 shares, respectively, of common stock to employees participating in the Purchase Plan. With respect to shares issued under the Purchase Plan, the Company’s Board of Directors has authorized specific share repurchases to fund the shares issuable under the Purchase Plan. The weighted average per share fair value of employee stock purchase rights issued pursuant to the Purchase Plan was $13.40 , $18.56 , and $15.15 during the years ended December 31, 2016 , 2015 and 2014 , respectively. The fair value of stock purchase rights is calculated using the grant date stock price, the value of the embed ded call option and the value of the embedded put option. Stock-Based Compensation Total stock-based compensation cost was $21.1 million , $18.9 million , and $16.0 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Total income tax benefit recognized for stock-based compensation arrangements was $6.3 million , $5.3 million , and $4.4 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. As of December 31, 2016 , there was $41.0 million of total unrecognized compensation cost related to stock-based compensation arrangements which is expected to be recognized over a weighted-average period of 3.2 years . Cash received from Purchase Plan purchases was $7.1 million , $7.2 million and $6.0 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The tax provision for the tax deductions from options exercised and vesting of restricted shares totaled $0.2 million and decreased additional paid in capital for the year ended December 31, 2016. The tax benefit realized for the tax deductions from options exercised and vesting of restricted shares totaled $2.1 million and $1.8 million and increased additional paid in capital for the years ended, December 31, 2015 and 2014 , respectively. Tax provision relating to excess stock-based compensation deductions are presented as a financing cash outflow, so the Company classified $0.2 million of excess tax provision as a decrease in financing activities and a corresponding increase in operating activities in the Consolidated Statement of Cash Flows for the year ended December 31, 2016. Tax benefits relating to excess stock-based compensation deductions are presented as a financing cash inflow, so the Company classified $2.1 million and $1.8 million of excess tax benefits as an increase in financing activities and a corresponding decrease in operating activities in the Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014 , respectively. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The two-class method is utilized for the computation of EPS. The two-class method requires a portion of net income to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents. The Company’s restricted stock awards qualify as participating securities as each contain non-forfeitable rights to dividends. Income allocated to these participating securities is excluded from net earnings available to common shares, as shown in the table below. Basic EPS is computed by dividing net income available to basic common shares by the weighted average number of basic common shares outstanding during the period. Diluted EPS is computed by dividing net income available to diluted common shares by the weighted average number of dilutive common shares outstanding during the period. The following table sets forth the calculation of EPS for the years ended December 31, 2016 , 2015 , and 2014 : Year Ended December 31, 2016 2015 2014 (In thousands, except per share amounts) Weighted average basic common shares outstanding 21,161 23,148 23,380 Dilutive effect of contingently convertible notes and warrants — — 1,499 Dilutive effect of employee stock purchases, net of assumed repurchase of treasury stock 9 4 6 Weighted average dilutive common shares outstanding 21,170 23,152 24,885 Basic: Net income $ 147,065 $ 93,999 $ 93,004 Less: Earnings allocated to participating securities 5,871 3,595 3,643 Earnings available to basic common shares $ 141,194 $ 90,404 $ 89,361 Basic earnings per common share $ 6.67 $ 3.91 $ 3.82 Diluted: Net income $ 147,065 $ 93,999 $ 93,004 Less: Earnings allocated to participating securities 5,869 3,595 3,468 Earnings available to diluted common shares $ 141,196 $ 90,404 $ 89,536 Diluted earnings per common share $ 6.67 $ 3.90 $ 3.60 The Company was required to include the dilutive effect, if applicable, of the net shares issuable under the 2.25% Convertible Senior Notes due 2036 (“ 2.25% Notes”) and 3.00% Convertible Senior Notes due 2020 (“3.00% Notes”), as well as the 2.25% Warrants sold in connection with the 2.25% Notes (“2.25% Warrants”) and 3.00% Warrants sold in connection with the 3.00% Notes (“3.00% Warrants”), in its diluted common shares outstanding for the diluted earnings calculation, during the period in which each was outstanding. As a result, the number of shares included in the Company’s diluted shares outstanding each period varied based upon the Company’s average adjusted closing common stock price during the applicable period. Although the ten-year call options on its common stock for the 2.25% and 3.00% Notes had the economic benefit of decreasing the dilutive effect of the 2.25% and 3.00% Notes, the Company did not factor this benefit into the diluted common shares outstanding for the diluted earnings calculation since the impact would have been anti-dilutive. The average adjusted closing price of the Company's common stock for the first three quarters of 2014 was more than the respective conversion prices then in effect at the end of the periods for both the 2.25% and 3.00% Notes. Therefore, the dilutive effect of the 2.25% and 3.00% Notes was included in the computation of diluted EPS for such periods. In addition, the dilutive effect of the 2.25% and 3.00% Warrants was also included in the computation of diluted EPS for the first three quarters of 2014. The 2.25% Notes and 2.25% Warrants were converted or redeemed and settled, respectively, during the three months ended September 30, 2014. The 3.00% Notes and 3.00% Warrants were repurchased during the second and third quarters of 2014. As a result, the dilution is calculated based on the weighted average length of time the 2.25% and 3.00% Notes, as well as the 2.25% and 3.00% Warrants were outstanding during the twelve months ended December 31, 2014. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income/(loss) before income taxes by geographic area was as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Domestic $ 222,178 $ 231,798 $ 174,964 Foreign 5,193 (49,627 ) (10,564 ) Total income before income taxes $ 227,371 $ 182,171 $ 164,400 Federal, state and foreign income tax provisions/(benefits) were as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Federal: Current $ 57,321 $ 66,973 $ 49,590 Deferred 18,704 15,528 22,549 State: Current 4,636 5,165 4,849 Deferred 1,878 1,768 727 Foreign: Current 4,187 4,150 4,638 Deferred (6,420 ) (5,412 ) (10,957 ) Provision for income taxes $ 80,306 $ 88,172 $ 71,396 Actual income tax expense differed from income tax expense computed by applying the U.S. federal statutory corporate tax rate of 35% to income before income taxes in 2016 , 2015 and 2014 as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Provision at the U.S. federal statutory rate $ 79,580 $ 63,760 $ 57,540 Increase (decrease) resulting from: State income tax, net of benefit for federal deduction 4,230 4,448 5,267 Foreign income tax rate differential (2,799 ) (2,002 ) (3,188 ) Employment credits (821 ) (407 ) (481 ) Changes in valuation allowances 749 14,667 9,507 Non-deductible goodwill 34 4,651 — Deductible goodwill — — (10,209 ) Stock-based compensation 368 386 245 Convertible debt redemption — — 9,727 Other (1,035 ) 2,669 2,988 Provision for income taxes $ 80,306 $ 88,172 $ 71,396 During 2016 , the Company recorded a tax provision of $80.3 million . Certain expenses for stock-based compensation recorded in 2016 were non-deductible for income tax purposes. The Company provided valuation allowances with respect to goodwill and net operating losses of certain Brazil subsidiaries, as well as state net operating losses in the U.S., based on expectations concerning their realizability. As a result of the impact of a relatively higher proportion of the Company’s pretax income being generated in the Company’s U.K. region, relatively less valuation allowances recognized in 2016 compared to 2015 and the 2015 items discussed below, the effective tax rate for the year ended December 31, 2016 decreased to 35.3% , as compared to 48.4% for the year ended December 31, 2015 . During 2015 , the Company recorded a tax provision of $88.2 million . Certain expenses for stock-based compensation recorded in 2015 were non-deductible for income tax purposes. The Company provided valuation allowances with respect to goodwill and net operating losses of certain Brazil subsidiaries, as well as state net operating losses in the U.S., based on expectations concerning their realizability. In addition, no substantial deferred tax benefit relative to the impairment of goodwill in the Brazil reporting unit was recognized for U.S. GAAP reporting purposes. As a result of these items, and the impact of the 2014 items discussed below, the effective tax rate for the year ended December 31, 2015 increased to 48.4% , as compared to 43.4% for the year ended December 31, 2014. During 2014, the Company recorded a tax provision of $71.4 million . Certain expenses for stock-based compensation recorded in 2014 were non-deductible for income tax purposes. A portion of the U.S. GAAP loss on the extinguishment of the 2.25% Notes and 3.00% Notes was also not deductible for tax purposes. This was partially offset by the net tax benefit from tax deductible goodwill in Brazil resulting from a restructuring during 2014. The Company also had non-deductible goodwill from the dispositions of certain domestic dealerships, as well as non-deductible transaction costs related to foreign acquisitions. The Company provided valuation allowances with respect to certain foreign company deferred tax assets including tax deductible goodwill in Brazil, as well as state net operating losses in the U.S., based on expectations concerning their realizability. As a result of these items, and the impact of the items occurring in 2013 , the effective tax rate for the year ended December 31, 2014 increased to 43.4% , as compared to 40.6% for the year ended December 31, 2013 . Deferred income tax provisions resulted from temporary differences in the recognition of income and expenses for financial reporting purposes and for tax purposes. The tax effects of these temporary differences representing deferred tax assets/liabilities resulted principally from the following: December 31, 2016 2015 (In thousands) Deferred tax assets: Loss reserves and accruals $ 59,884 $ 53,747 Interest rate swaps 5,598 11,671 Goodwill and intangible franchise rights 5,907 7,621 U.S. state net operating loss (“NOL”) carryforwards 16,848 17,413 Depreciation expense 775 — Foreign NOL carryforwards 34,946 20,408 Deferred tax assets 123,958 110,860 Valuation allowance on deferred tax assets (53,946 ) (46,547 ) Net deferred tax assets $ 70,012 $ 64,313 Deferred tax liabilities: Goodwill and intangible franchise rights $ (160,439 ) $ (143,509 ) Depreciation expense (64,465 ) (53,619 ) Deferred gain on bond redemption (1,023 ) (1,535 ) Other (3,317 ) (1,060 ) Deferred tax liabilities (229,244 ) (199,723 ) Net deferred tax liability $ (159,232 ) $ (135,410 ) As of December 31, 2016 , the Company had state NOL carryforwards in the U.S. of $252.6 million that will expire between 2017 and 2036 , and foreign NOL carryforwards of $104.9 million that may be carried forward indefinitely. To the extent that the Company expects that net income will not be sufficient to realize these NOLs in certain jurisdictions, a valuation allowance has been established. The Company believes it is more likely than not, that its deferred tax assets, net of valuation allowances provided, will be realized, based primarily on our expectation of future taxable income, considering future reversals of existing taxable temporary differences, as well as the availability of taxable income in prior years to carry back losses to recover taxes previously paid. As of December 31, 2016 , the Company has not provided for U.S. deferred taxes on $46.0 million of undistributed earnings and associated withholding taxes of its foreign subsidiaries, as the Company has taken the position that its foreign earnings will be permanently reinvested outside the U.S. If a distribution of those earnings were to be made, the Company may be subject to both foreign withholding taxes and U.S. income taxes, net of any allowable foreign tax credits or deductions, of up to approximately $5.9 million . The Company is subject to income tax in U.S. federal and numerous state jurisdictions, as well as in the U.K. and Brazil. Based on applicable statutes of limitations, the Company is generally no longer subject to examinations by U.S. tax authorities in years prior to 2012 , by U.K. tax authorities in years prior to 2012 and by Brazil tax authorities in years prior to 2011 . The Company had no unrecognized tax benefits as of December 31, 2016 and 2015 . The Company did not incur any interest and penalties nor did it accrue any interest for the years ended December 31, 2016 and 2015 . When applicable, consistent with prior practice, the Company recognizes interest and penalties related to uncertain tax positions in income tax expense. |
Accounts and Notes Receivable
Accounts and Notes Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
ACCOUNTS AND NOTES RECEIVABLE | ACCOUNTS AND NOTES RECEIVABLE The Company’s accounts and notes receivable consisted of the following: December 31, 2016 2015 (In thousands) Amounts due from manufacturers $ 95,754 $ 93,206 Parts and service receivables 35,318 32,479 Finance and insurance receivables 24,866 22,374 Other 20,322 12,913 Total accounts and notes receivable 176,260 160,972 Less allowance for doubtful accounts 2,896 3,204 Accounts and notes receivable, net $ 173,364 $ 157,768 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The Company’s inventories consisted of the following: December 31, 2016 2015 (In thousands) New vehicles $ 1,156,383 $ 1,262,797 Used vehicles 294,812 275,508 Rental vehicles 131,080 134,509 Parts, accessories and other 77,762 72,917 Total inventories 1,660,037 1,745,731 Less lower of cost or market reserves 8,222 7,980 Inventories, net $ 1,651,815 $ 1,737,751 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | . PROPERTY AND EQUIPMENT The Company’s property and equipment consisted of the following: Estimated Useful Lives in Years December 31, 2016 2015 (In thousands) Land — $ 400,163 $ 364,475 Buildings 25 to 50 553,961 505,414 Leasehold improvements varies 170,060 155,585 Machinery and equipment 7 to 20 100,164 90,993 Furniture and fixtures 3 to 10 87,691 82,688 Company vehicles 3 to 5 11,632 11,603 Construction in progress — 66,658 58,361 Total 1,390,329 1,269,119 Less accumulated depreciation and amortization 264,446 235,138 Property and equipment, net $ 1,125,883 $ 1,033,981 During 2016, the Company incurred $100.6 million of capital expenditures for the construction of new or expanded facilities and the purchase of equipment and other fixed assets in the maintenance of the Company’s dealerships and facilities, excluding $32.7 million of capital expenditures accrued as of December 31, 2015. As of December 31, 2016, the Company had accrued $15.9 million of capital expenditures. In addition, the Company purchased real estate (including land and buildings) associated with existing dealership operations totaling $28.8 million . And, in conjunction with the acquisition of dealerships and franchises in 2016, the Company acquired $39.1 million of real estate and other property and equipment. The Company recognized $2.8 million in asset impairments related to property and equipment for the year ended December 31, 2016. During 2015, the Company incurred $107.2 million of capital expenditures for the purchase of furniture, fixtures, and equipment and construction or renovation of facilities, excluding $21.2 million of capital expenditures accrued as of December 31, 2014. As of December 31, 2015, the Company had accrued $32.7 million of capital expenditures. In addition, the Company purchased real estate (including land) associated with existing dealership operations totaling $24.6 million . And, in conjunction with the acquisition of dealerships and franchises in 2015, the Company acquired $9.8 million of real estate and other property and equipment. The Company recognized $2.1 million in asset impairments related to property and equipment for the year ended December 31, 2015. As of December 31, 2015, the Company determined that certain real estate investments qualified for held-for-sale treatment. As a result, the Company classified the carrying value, after adjustment to estimated fair market value, of the real estate, totaling $1.4 million , in prepaid and other current assets in its Consolidated Balance Sheets. Depreciation and amortization expense, including amortization of capital leases, totaled $51.2 million , $47.2 million and $42.3 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. As of December 31, 2016 and 2015 , $68.9 million and $69.6 million of buildings under capital leases were recorded as property and equipment, before accumulated depreciation, respectively. |
Credit Facilities
Credit Facilities | 12 Months Ended |
Dec. 31, 2015 | |
Line of Credit Facility [Abstract] | |
CREDIT FACILITIES | CREDIT FACILITIES In the U.S., the Company has a $1.8 billion revolving syndicated credit arrangement that matures on June 17, 2021 and is comprised of 24 financial institutions, including six manufacturer-affiliated finance companies (“Revolving Credit Facility”). The Company also has a $300.0 million floorplan financing arrangement (“FMCC Facility”) with Ford Motor Credit Company (“FMCC”) for financing of new Ford vehicles in the U.S. and other floorplan financing arrangements with several other automobile manufacturers for financing of a portion of its U.S. rental vehicle inventory. In the U.K., the Company has financing arrangements with BMW Financial Services NA, LLC (“BMWFS”), Volkswagen Finance, FMCC and a third-party financial institution for financing of its new and used vehicles. In Brazil, the Company has financing arrangements for new, used, and rental vehicles with several financial institutions, most of which are manufacturer affiliated. Within the Company’s Consolidated Balance Sheets, Floorplan notes payable - credit facility and other primarily reflects amounts payable for the purchase of specific new, used and rental vehicle inventory (with the exception of new and rental vehicle purchases financed through lenders affiliated with the respective manufacturer) whereby financing is provided by the Revolving Credit Facility. Floorplan notes payable - manufacturer affiliates reflects amounts related to the purchase of vehicles whereby financing is provided by the FMCC Facility, the financing of a portion of the Company’s rental vehicles in the U.S., as well as the financing of new, used, and rental vehicles in both the U.K. and Brazil. Payments on the floorplan notes payable are generally due as the vehicles are sold. As a result, these obligations are reflected in the accompanying Consolidated Balance Sheets as current liabilities. The outstanding balances under these financing arrangements were as follows: December 31, 2016 2015 (In thousands) Floorplan notes payable — credit facility and other New vehicles $ 941,913 $ 1,094,130 Used vehicles 160,070 142,703 Rental vehicles 29,735 24,773 Floorplan offset (59,626 ) (110,759 ) Total floorplan notes payable - credit facility 1,072,092 1,150,847 Other floorplan notes payable 4,936 4,113 Total floorplan notes payable - credit facility and other $ 1,077,028 $ 1,154,960 Floorplan notes payable — manufacturer affiliates FMCC Facility $ 175,244 $ 196,807 Floorplan offset (25,500 ) (25,500 ) Total FMCC Facility 149,744 171,307 Foreign and rental vehicles 217,417 192,264 Total floorplan notes payable — manufacturer affiliates $ 367,161 $ 363,571 Revolving Credit Facility On June 17, 2016, the Company amended its Revolving Credit Facility principally to increase the total borrowing capacity from $1.7 billion to $1.8 billion and to extend the term from an expiration date of June 20, 2018 to June 17, 2021 . The Revolving Credit Facility consists of two tranches, providing a maximum of $1.75 billion for U.S. vehicle inventory floorplan financing (“Floorplan Line”), as well as a maximum of $360.0 million and a minimum of $50.0 million for working capital and general corporate purposes, including acquisitions (“Acquisition Line”). The capacity under these two tranches can be re-designated within the overall $1.8 billion commitment, subject to the aforementioned limits. Up to $125.0 million of the Acquisition Line can be borrowed in either euros or British pound sterling. The Revolving Credit Facility can be expanded to a maximum commitment of $2.1 billion , subject to participating lender approval. The Floorplan Line bears interest at rates equal to the LIBOR plus 125 basis points for new vehicle inventory and the LIBOR plus 150 basis points for used vehicle inventory. The Acquisition Line bears interest at the LIBOR plus 150 basis points plus a margin that ranges from zero to 100 basis points, depending on the Company’s total adjusted leverage ratio, for borrowings in U.S. dollars and a LIBOR equivalent plus 125 to 250 basis points, depending on the Company’s total adjusted leverage ratio, on borrowings in euros or British pound sterling. The Floorplan Line requires a commitment fee of 0.15% per annum on the unused portion. Amounts borrowed by the Company under the Floorplan Line for specific vehicle inventory are to be repaid upon the sale of the vehicle financed, and in no case is a borrowing for a vehicle to remain outstanding for greater than one year . The Acquisition Line also requires a commitment fee ranging from 0.20% to 0.45% per annum, depending on the Company’s total adjusted leverage ratio, based on a minimum commitment of $50.0 million less outstanding borrowings. In conjunction with the Revolving Credit Facility, the Company has $5.3 million of related unamortized costs as of December 31, 2016 , which are included in Prepaid expenses and other current assets and Other Assets on the accompanying Consolidated Balance Sheets and amortized over the term of the facility. After considering the outstanding balance of $1,072.1 million at December 31, 2016 , the Company had $367.9 million of available floorplan borrowing capacity under the Floorplan Line. Included in the $367.9 million available borrowings under the Floorplan Line was $59.6 million of immediately available funds. The weighted average interest rate on the Floorplan Line was 2.0% and 1.7% as of December 31, 2016 and 2015 , respectively, excluding the impact of the Company’s interest rate swaps. With regards to the Acquisition Line, there were no borrowings outstanding as of December 31, 2016 . After considering $37.1 million of outstanding letters of credit and other factors included in the Company’s available borrowing base calculation, there was $322.9 million of available borrowing capacity under the Acquisition Line as of December 31, 2016 . The amount of available borrowing capacity under the Acquisition Line is limited from time to time based upon certain debt covenants. All of the U.S. dealership-owning subsidiaries are co-borrowers under the Revolving Credit Facility. The Company’s obligations under the Revolving Credit Facility are secured by essentially all of the Company’s U.S. personal property (other than equity interests in dealership-owning subsidiaries), including all motor vehicle inventory and proceeds from the disposition of dealership-owning subsidiaries, excluding inventory financed directly with manufacturer-affiliates and other third-party financing institutions. The Revolving Credit Facility contains a number of significant covenants that, among other things, restrict the Company’s ability to make disbursements outside of the ordinary course of business, dispose of assets, incur additional indebtedness, create liens on assets, make investments and engage in mergers or consolidations. The Company is also required to comply with specified financial tests and ratios defined in the Revolving Credit Facility, such as the fixed charge coverage and total adjusted leverage ratios. Further, the Revolving Credit Facility restricts the Company’s ability to make certain payments, such as dividends or other distributions of assets, properties, cash, rights, obligations or securities (“Restricted Payments”). The Restricted Payments cannot exceed the sum of $208.5 million plus (or minus if negative) (a) one-half of the aggregate consolidated net income for the period beginning on April 1, 2014 and ending on the date of determination and (b) the amount of net cash proceeds received from the sale of capital stock after June 2, 2014 and ending on the date of determination less (c) cash dividends and share repurchases after June 2, 2014 (“Credit Facility Restricted Payment Basket”). For purposes of the calculation of the Credit Facility Restricted Payment Basket, net income represents such amounts per the consolidated financial statements adjusted to exclude the Company’s foreign operations, non-cash interest expense, non-cash asset impairment charges, and non-cash stock-based compensation. As of December 31, 2016 , the Credit Facility Restricted Payment Basket totaled $132.3 million . As of December 31, 2016 and 2015 , the Company was in compliance with all applicable covenants and ratios under the Revolving Credit Facility. Ford Motor Credit Company Facility The FMCC Facility provides for the financing of, and is collateralized by, the Company’s Ford new vehicle inventory in the U.S., including affiliated brands. This arrangement provides for $300.0 million of floorplan financing and is an evergreen arrangement that may be canceled with 30 days ’ notice by either party. As of December 31, 2016 , the Company had an outstanding balance of $149.7 million under the FMCC Facility with an available floorplan borrowing capacity of $150.2 million . Included in the $150.2 million available borrowings under the FMCC Facility was $25.5 million of immediately available funds. This facility bears interest at a rate of Prime plus 150 basis points minus certain incentives. The interest rate on the FMCC Facility was 5.25% and 4.75% before considering the applicable incentives as of December 31, 2016 and 2015 , respectively. Other Credit Facilities The Company has credit facilities with BMWFS, Volkswagen Finance, FMCC and a third-party financial institution for the financing of new, used and rental vehicle inventories related to its U.K. operations. These facilities are denominated in British pound sterling and are evergreen arrangements that may be canceled with notice by either party and bear interest at a base rate, plus a surcharge that varies based upon the type of vehicle being financed. The annual interest rates charged on borrowings outstanding under these facilities ranged from 1.90% to 3.95% as of December 31, 2016 . As of December 31, 2016 , borrowings under these facilities totaled $98.1 million . The Company has credit facilities with financial institutions in Brazil, most of which are affiliated with the manufacturers, for the financing of new, used and rental vehicle inventories related to its Brazilian operations. These facilities are denominated in Brazilian real and have renewal terms ranging from one month to twelve months. They may be canceled with notice by either party and bear interest at a benchmark rate, plus a surcharge that varies based upon the type of vehicle being financed. As of December 31, 2016 , the annual interest rates charged on borrowings outstanding under these facilities, after the grace period of zero to 90 days, ranged from 18.16% to 22.41% . As of December 31, 2016 , borrowings under these facilities totaled $17.8 million . Excluding rental vehicles financed through the Revolving Credit Facility, financing for U.S. rental vehicles is typically obtained directly from the automobile manufacturers. These financing arrangements generally require small monthly payments and mature in varying amounts over a period of two years. As of December 31, 2016 , the interest rate charged on borrowings related to the Company’s rental vehicle fleet varied up to 5.25% . Rental vehicles are typically transferred to used vehicle inventory when they are removed from service and repayment of the borrowing is required at that time. As of December 31, 2016 , borrowings under these facilities totaled $106.5 million . |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The Company carries its long-term debt at face value, net of applicable discounts and capitalized debt issuance costs. Long-term debt consisted of the following: December 31, 2016 2015 (In thousands) 5.00% Senior Notes (aggregate principal of $550,000 at December 31, 2016 and 2015) $ 540,465 $ 538,933 5.25% Senior Notes (aggregate principal of $300,000 at December 31, 2016 and 2015) 295,591 295,156 Real Estate Related and Other Long-Term Debt 385,358 365,564 Capital lease obligations related to real estate, maturing in varying amounts through June 2034 with a weighted average interest rate of 9.9% 47,613 51,902 1,269,027 1,251,555 Less current maturities of other long-term debt 56,218 52,021 $ 1,212,809 $ 1,199,534 Included in current maturities of long-term debt and short-term financing in the Company’s Consolidated Balance Sheets for the years ended December 31, 2016 and 2015 was $16.2 million and $3.0 million , respectively, of short-term financing that was due within one year. 5.00% Senior Notes On June 2, 2014, the Company issued $350.0 million aggregate principal amount of its 5.00% senior notes due 2022 (“5.00% Notes”). Subsequently, on September 9, 2014, the Company issued an additional $200.0 million of 5.00% Notes at a discount of 1.5% from face value. The 5.00% Notes will mature on June 1, 2022 and pay interest semiannually, in arrears, in cash on each June 1 and December 1, beginning December 1, 2014. Using proceeds of certain equity offerings, the Company may redeem up to 35.0% of the 5.00% Notes prior to June 1, 2017, subject to certain conditions, at a redemption price equal to 105% of principal amount of the 5.00% Notes plus accrued and unpaid interest. Otherwise, the Company may redeem some or all of the 5.00% Notes prior to June 1, 2017 at a redemption price equal to 100% of the principal amount of the 5.00% Notes redeemed, plus an applicable premium, and plus accrued and unpaid interest. On or after June 1, 2017, the Company may redeem some or all of the 5.00% Notes at specified prices, plus accrued and unpaid interest. The Company may be required to purchase the 5.00% Notes if it sells certain assets or triggers the change in control provisions defined in the 5.00% Notes indenture. The 5.00% Notes are senior unsecured obligations and rank equal in right of payment to all of the Company’s existing and future senior unsecured debt and senior in right of payment to all of its future subordinated debt. The 5.00% Notes are guaranteed by substantially all of the Company’s U.S. subsidiaries. The U.S. subsidiary guarantees rank equally in the right of payment to all of the Company’s U.S. subsidiary guarantor’s existing and future subordinated debt. In addition, the 5.00% Notes are structurally subordinated to the liabilities of its non-guarantor subsidiaries and are subject to customary covenants, including a restricted payment basket and debt limitations. The restricted payment basket calculation under the terms of the 5.00% Notes is the same as under the Credit Facility Restricted Payment Basket. The 5.00% Notes were registered with the Securities and Exchange Commission in June 2015. The underwriters’ fees, discount and capitalized debt issuance costs relative to the 5.00% Notes totaled $13.1 million . These amounts were included as a direct reduction of the 5.00% Notes on the accompanying Consolidated Balance Sheets and are being amortized over a period of eight years in conjunction with the term of the 5.00% Notes. The 5.00% Notes are presented net of unamortized underwriters’ fees, discount and debt issuance costs of $9.5 million as of December 31, 2016 . 5.25% Senior Notes On December 8, 2015, the Company issued 5.25% senior unsecured notes with a face amount of $300.0 million due to mature on December 15, 2023 (“5.25% Notes”). The 5.25% Notes pay interest semiannually, in arrears, in cash on each June 15 and December 15, beginning June 15, 2016. Using proceeds of certain equity offerings, the Company may redeem up to 35.0% of the 5.25% Notes prior to December 15, 2018, subject to certain conditions, at a redemption price equal to 105.25% of principal amount of the 5.25% Notes plus accrued and unpaid interest. Otherwise, the Company may redeem some or all of the 5.25% Notes prior to December 15, 2018 at a redemption price equal to 100% of the principal amount of the 5.25% Notes redeemed, plus an applicable make-whole premium, and plus accrued and unpaid interest. On or after December 15, 2018, the Company may redeem some or all of the 5.25% Notes at specified prices, plus accrued and unpaid interest. The Company may be required to purchase the 5.25% Notes if it sells certain assets or triggers the change in control provisions defined in the 5.25% Notes indenture. The 5.25% Notes are senior unsecured obligations and rank equal in right of payment to all of the Company’s existing and future senior unsecured debt and senior in right of payment to all of its future subordinated debt. The 5.25% Notes are guaranteed by substantially all of the Company’s U.S. subsidiaries. The U.S. subsidiary guarantees rank equally in the right of payment to all of the Company’s U.S. subsidiary guarantor’s existing and future subordinated debt. In addition, the 5.25% Notes are structurally subordinated to the liabilities of its non-guarantor subsidiaries and are subject to customary covenants, including a restricted payment basket and debt limitations. The restricted payment basket calculation under the terms of the 5.25% Notes is the same as under the Credit Facility Restricted Payment Basket. The underwriters' fees and capitalized debt issuance costs relative to the 5.25% Notes totaled $5.0 million . These amounts were included as a direct reduction of the 5.25% Notes on the accompanying Consolidated Balance Sheets and are being amortized over a period of eight years in conjunction with the term of the 5.25% Notes. The 5.25% Notes are presented net of unamortized underwriters’ fees and debt issuance costs of $4.4 million as of December 31, 2016 . Acquisition Line The Revolving Credit Facility has the total borrowing capacity of $1.8 billion and expires on June 17, 2021 . This arrangement provides a maximum of $360.0 million and a minimum of $50.0 million for working capital and general corporate purposes, including acquisitions. See Note 11, “Credit Facilities,” for further discussion on the Company’s Revolving Credit Facility and Acquisition Line. Real Estate Related and Other Long-Term Debt The Company, as well as certain of its wholly-owned subsidiaries, has entered into separate term mortgage loans in the U.S. with three of its manufacturer-affiliated finance partners - Toyota Motor Credit Corporation (“TMCC”), BMW Financial Services NA, LLC (“BMWFS”) and FMCC, as well as several third-party financial institutions. These mortgage loans may be expanded for borrowings related to specific buildings and/or properties and are guaranteed by the Company. Each mortgage loan was made in connection with, and is secured by mortgage liens on, the real property owned by the Company that is mortgaged under the loans. The mortgage loans bear interest at fixed rates between 3.00% and 4.69% , and at variable indexed rates plus a spread between 1.50% and 2.50% per annum. The Company capitalized $2.8 million of related debt issuance costs related to mortgage loans that are included as a direct reduction to the mortgage loans on the accompanying Consolidated Balance Sheets and are being amortized over the terms of the mortgage loans. As of December 31, 2016 , $0.7 million remained unamortized. The mortgage loans consist of 55 term loans for an aggregate principal amount of $363.0 million . As of December 31, 2016 , borrowings outstanding under these notes totaled $321.9 million , with $39.8 million classified as a current maturity of long-term debt in the accompanying Consolidated Balance Sheets, as compared to $241.8 million outstanding with $13.7 million classified as current as of December 31, 2015 . During 2016 , the Company made additional net borrowings and principal payments of $42.7 million and $17.2 million , respectively. The agreements provide for monthly payments based on 15 or 20-year amortization schedules and mature between May 2017 and December 2024 . These mortgage loans are cross-collateralized and cross-defaulted with each other. The Company has entered into 13 separate term mortgage loans in the U.K. with other third-party financial institutions, which are secured by the Company’s U.K. properties. These mortgage loans (collectively, “U.K. Notes”) are denominated in British pound sterling and are being repaid in monthly installments that will mature by September 2034 . As of December 31, 2016 , borrowings under the U.K. Notes totaled $50.4 million , with $4.3 million classified as a current maturity of long-term debt in the accompanying Consolidated Balance Sheets, as compared to $57.1 million outstanding with $4.5 million classified as current as of December 31, 2015 . During 2016 , the Company assumed $8.3 million of term mortgage loans in conjunction with U.K. dealership acquisitions, made no additional borrowings and made principal payments of $4.6 million associated with the U.K. Notes. In addition, the Company has a revolving working capital loan agreement with a third-party financial institution in the U.K. included in current maturities of long-term debt and short-term financing in the Company’s Consolidated Balance Sheets. As of December 31, 2016 , short-term borrowings under the U.K. third-party loan totaled $7.3 million . During 2016 , the Company made $7.8 million of additional borrowings and made principal payments of $3.0 million . The Company has a separate term mortgage loan in Brazil with a third-party financial institution (the “Brazil Note”). The Brazil Note is denominated in Brazilian real and is secured by one of the Company’s Brazilian properties, as well as a guarantee from the Company. The Brazil Note is being repaid in monthly installments that will mature by April 2025 . As of December 31, 2016 , borrowings under the Brazil Note totaled $3.8 million , with $0.4 million classified as a current maturity of long-term debt in the accompanying Consolidated Balance Sheets. As of December 31, 2016 , there were $0.3 million unamortized debt issuance costs related to this loan. These costs were included as a direct reduction of the Brazil Note principal balance and are being amortized in conjunction with the term. During 2016 , the Company made no additional borrowings and made principal payments of $0.5 million associated with the Brazil Note. The Company also has a working capital loan agreement with a third-party financial institution in Brazil. The principal balance on the loan is due by February 2017 with interest only payments being made until the due date. As of December 31, 2016 , borrowings under the Brazilian third-party loan totaled $6.8 million classified as a current maturity of long-term debt in the accompanying Consolidated Balance Sheets. During 2016 , the Company made no additional borrowings. Fair Value of Long-Term Debt The Company’s outstanding 5.00% Notes had a fair value of $548.4 million and $545.9 million as of December 31, 2016 and December 31, 2015 , respectively. The Company’s outstanding 5.25% Notes had a fair value of $297.0 million and $297.8 million as of December 31, 2016 and December 31, 2015 , respectively. The Company’s fixed interest rate borrowings included in real estate related and other long-term debt totaled $93.9 million and $100.7 million as of December 31, 2016 and December 31, 2015 , respectively. The fair value of such fixed interest rate borrowings was $94.5 million and $102.4 million as of December 31, 2016 and December 31, 2015 , respectively. The fair value estimates are based on Level 2 inputs of the fair value hierarchy available as of December 31, 2016 and December 31, 2015 . The Company determined the estimated fair value of its long-term debt using available market information and commonly accepted valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, these estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. The use of different assumptions and/or estimation methodologies could have a material effect on estimated fair values. The carrying value of the Company’s variable rate debt approximates fair value due to the short-term nature of the interest rates. All Long-Term Debt Total interest expense on the 5.00% Notes and 5.25% Notes for the years ended December 31, 2016 and 2015 was $43.3 million and $28.5 million , excluding amortization of discounts and capitalized cost of $2.1 million and $1.5 million , respectively. Total interest expense on the 3.00% Notes, 2.25% Notes and 5.00% Notes for the year ended December 31, 2014 was $17.0 million , excluding amortization of discounts and capitalized cost of $8.0 million . Total interest expense on real estate related and other long-term debt, as well as the Acquisition Line, for the years ended December 31, 2016 , 2015 and 2014 , was $13.7 million , $17.6 million and $15.3 million . These amounts exclude the impact of the interest rate derivative instruments related to various real estate related mortgage loans of $2.3 million , $1.8 million , and $1.5 million for the years ended December 31, 2016 , 2015 , and 2014 respectively. In addition, the Company incurred $6.6 million , $7.6 million and $7.5 million of total interest expense related to capital leases and various other notes payable, net of interest income, for the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company capitalized $1.7 million , $0.7 million , and $0.7 million of interest on construction projects in 2016 , 2015 and 2014 , respectively. The aggregate annual maturities of long-term debt, excluding unamortized capitalized debt issuance costs of $4.1 million , for the next five years are as follows: Total (In thousands) Year Ended December 31, 2017 $ 56,506 2018 33,434 2019 80,133 2020 41,683 2021 52,481 Thereafter 1,008,935 Total $ 1,273,172 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS ASC 820 defines fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; requires disclosure of the extent to which fair value is used to measure financial and non-financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the measurement of significant unobservable inputs on earnings, or changes in net assets, as of the measurement date; and establishes a three-level valuation hierarchy based upon the transparency of inputs utilized in the measurement and valuation of financial assets or liabilities as of the measurement date: • Level 1 — unadjusted, quoted prices for identical assets or liabilities in active markets; • Level 2 — quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and • Level 3 — unobservable inputs based upon the reporting entity’s internally developed assumptions that market participants would use in pricing the asset or liability. The Company’s financial instruments consist primarily of cash and cash equivalents, contracts-in-transit and vehicle receivables, accounts and notes receivable, investments in debt and equity securities, accounts payable, credit facilities, long-term debt and interest rate swaps. The fair values of cash and cash equivalents, contracts-in-transit and vehicle receivables, accounts and notes receivable, accounts payable, and credit facilities approximate their carrying values due to the short-term nature of these instruments and/or the existence of variable interest rates. The Company evaluated its assets and liabilities for those that met the criteria of the disclosure requirements and fair value framework of ASC 820 and identified demand obligations, interest rate derivative instruments, and investment balances in certain financial institutions as having met such criteria. The Company periodically invests in unsecured, corporate demand obligations with manufacturer-affiliated finance companies, which bear interest at a variable rate and are redeemable on demand by the Company. Therefore, the Company has classified these demand obligations as cash and cash equivalents in the accompanying Consolidated Balance Sheets. The Company determined that the valuation measurement inputs of these instruments include inputs other than quoted market prices, that are observable or that can be corroborated by observable data by correlation. Accordingly, the Company has classified these instruments within Level 2 of the hierarchy framework. In addition, the Company maintains an investment balance with certain of the financial institutions in Brazil that provide credit facilities for the financing of new, used and rental vehicle inventories. The investment balances bear interest at a variable rate and are redeemable by the Company in the future under certain conditions. The Company has classified these investment balances as long-term assets in the accompanying Consolidated Balance Sheets. The Company determined that the valuation measurement inputs of these instruments include inputs other than quoted market prices, that are observable or that can be corroborated by observable data by correlation. Accordingly, the Company has classified these instruments within Level 2 of the hierarchy framework. Refer to Note 2 of the Consolidated Financial Statements, “Summary of Significant Accounting Policies and Estimates,” for more information on fair value measurements of interest rate derivative instruments. Asset and liabilities recorded at fair value, within Level 2 of the hierarchy framework, in the accompanying balance sheets as of December 31, 2016 and 2015 , respectively, were as follows: As of December 31, 2016 2015 (In thousands) Assets: Investments $ 3,254 $ 4,235 Demand obligations 12 131 Interest rate derivative financial instruments 9,484 31 Total $ 12,750 $ 4,397 Liabilities: Interest rate derivative financial instruments $ 24,411 $ 31,153 Total $ 24,411 $ 31,153 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES From time to time, the Company’s dealerships are named in various types of litigation involving customer claims, employment matters, class action claims, purported class action claims, as well as claims involving the manufacturer of automobiles, contractual disputes and other matters arising in the ordinary course of business. Due to the nature of the automotive retailing business, the Company may be involved in legal proceedings or suffer losses that could have a material adverse effect on the Company’s business. In the normal course of business, the Company is required to respond to customer, employee and other third-party complaints. Amounts that have been accrued or paid related to the settlement of litigation are included in SG&A expenses in the Company’s Consolidated Statements of Operations. In addition, the manufacturers of the vehicles that the Company sells and services have audit rights allowing them to review the validity of amounts claimed for incentive, rebate or warranty-related items and charge the Company back for amounts determined to be invalid payments under the manufacturers’ programs, subject to the Company’s right to appeal any such decision. Amounts that have been accrued or paid related to the settlement of manufacturer chargebacks of recognized incentives and rebates are included in cost of sales in the Company’s Consolidated Statements of Operations, while such amounts for manufacturer chargebacks of recognized warranty-related items are included as a reduction of revenues in the Company’s Consolidated Statements of Operations. Legal Proceedings In September 2015, Volkswagen admitted that certain of its diesel models were intentionally programmed to meet various regulatory emissions standards only during laboratory emissions testing. In late June 2016, Volkswagen agreed to pay up to an aggregate of $14.7 billion to settle claims stemming from the diesel emissions scandal, including claims from customers and automotive dealers. On October 25, 2016, a U.S. Federal judge approved this settlement. On or about September 30, 2016, Volkswagen agreed to allocate $1.2 billion among its 652 dealers for a class settlement in exchange for their agreement not to sue Volkswagen. In October 2016, the Company received notification from Volkswagen that it is entitled to receive, in the aggregate, approximately $13.2 million in connection with the Company's current and prior ownership of seven Volkswagen dealerships in the U.S. segment to date. The Company accepted and executed the offer in the fourth quarter and received half of the compensation in a lump sum amount in January 2017, and will receive the rest of the compensation in 18 monthly installments. The Company recognized the entire settlement as an offset to Selling, General and Administrative Expenses in the accompanying Consolidated Statements of Operations for the year ended December 31, 2016. In addition, as a result of Volkswagen agreement to repurchase customers’ vehicles in the settlement, the Company has identified its potential liability as it relates to chargebacks for finance and insurance products sold by the Company to such customers. So, in conjunction with the recognition of the Company’s settlement, the Company estimated its liability for these chargebacks and recognized such as an offset to the settlement for the year ended December 31, 2016. The Volkswagen brand represented 1.7% of the Company's total new vehicle retail unit sales for the twelve months ended December 31, 2016. Currently, the Company is not party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s results of operations, financial condition, or cash flows, including class action lawsuits. However, the results of current, or future, matters cannot be predicted with certainty, and an unfavorable resolution of one or more of such matters could have a material adverse effect on the Company’s results of operations, financial condition, or cash flows. Other Matters The Company, acting through its subsidiaries, is the lessee under many real estate leases that provide for the use by the Company’s subsidiaries of their respective dealership premises. Pursuant to these leases, the Company’s subsidiaries generally agree to indemnify the lessor and other parties from certain liabilities arising as a result of the use of the leased premises, including environmental liabilities, or a breach of the lease by the lessee. Additionally, from time to time, the Company enters into agreements in connection with the sale of assets or businesses in which it agrees to indemnify the purchaser, or other parties, from certain liabilities or costs arising in connection with the assets or business. Also, in the ordinary course of business in connection with purchases or sales of goods and services, the Company enters into agreements that may contain indemnification provisions. In the event that an indemnification claim is asserted, liability would be limited by the terms of the applicable agreement. From time to time, primarily in connection with dealership dispositions, the Company’s subsidiaries sublet to the dealership purchaser the subsidiaries’ interests in any real property leases associated with such dealerships and continue to be primarily obligated on the lease. In these situations, the Company’s subsidiaries retain primary responsibility for the performance of certain obligations under such leases. To the extent that the Company remains primarily responsible under such leases, a quantification of such lease obligations is included in the Company’s disclosure of future minimum lease payments for non-cancelable operating leases in Note 18, “Operating Leases”. In certain instances, also in connection with dealership dispositions, the Company’s subsidiaries assign to the dealership purchaser the subsidiaries’ interests in any real property leases associated with such dealerships. The Company’s subsidiaries may retain secondary responsibility for the performance of certain obligations under such leases to the extent that the assignee does not perform, if such performance is required following the assignment of the lease. Additionally, the Company and its subsidiaries may remain subject to the terms of a guaranty made by the Company and its subsidiaries in connection with such leases. In these circumstances, the Company generally has indemnification rights against the assignee in the event of non-performance under these leases, as well as certain defenses. The Company and its subsidiaries also may be called on to perform other obligations under these leases, such as environmental remediation of the leased premises or repair of the leased premises upon termination of the lease. However, potential environmental liabilities are generally known at the time of the sale of the dealership if not previously remediated. The Company does not have any known material environmental commitments or contingencies and presently has no reason to believe that it or its subsidiaries will be called on to so perform. Although not estimated to be material, the Company’s exposure under these leases is difficult to estimate and there can be no assurance that any performance of the Company or its subsidiaries required under these leases would not have a material adverse effect on the Company’s business, financial condition, or cash flows. |
Asset Impairments
Asset Impairments | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
ASSET IMPAIRMENTS | ASSET IMPAIRMENTS The Company performs its annual impairment assessment of the carrying value of its goodwill and intangible franchise rights as of October 31st of each year. The Company also performs interim reviews of all of its long-lived and indefinite-lived assets for impairment when evidence exists that the carrying value may not be recoverable. In the Company’s 2016 annual goodwill assessment, the fair value of each of its reporting units exceeded the carrying value of its net assets (step one of the goodwill impairment test). As a result, the Company was not required to conduct the second step of the impairment test for goodwill. If, in future periods, the Company determines that the carrying amount of its net assets exceeds the respective fair value of its goodwill for any or all of its reporting units, the Company could be required to recognize a material non-cash impairment charge to the goodwill associated with the reporting unit(s). During 2016 , the Company also completed other impairment assessments on an annual and interim basis, as applicable, and recorded the following non-cash impairment charges, all of which are reflected in asset impairments in the accompanying Consolidated Statement of Operations: • The Company determined that the carrying values of certain of its intangible franchise rights were greater than the fair value and, as a result, recognized a $30.0 million pre-tax non-cash asset impairment charge. • In addition, the Company determined that the carrying amounts of various real estate holdings and other long-lived assets were no longer fully recoverable, and recognized $2.8 million in pre-tax non-cash asset impairment charges. If any of the Company’s assumptions change, or fail to materialize, the resulting decline in its estimated fair market value of intangible franchise rights could result in a material non-cash impairment charge. For example, the Company performed two separate sensitivity analyses on its 2016 annual impairment assessment of goodwill and intangible franchise rights. If the Company’s assumptions regarding the risk-free rate and cost of debt differed such that the estimated WACC used in its 2016 assessment increased by 200 basis points, and all other assumptions remained constant, an additional $40.2 million of non-cash franchise rights impairment charges would have resulted, excluding franchises acquired since the previous annual test. This additional impairment would have consisted of $37.6 million in the U.S., $0.4 million in the U.K. and $2.2 million in Brazil. The Company’s Brazil reporting unit would have failed the step one impairment test for goodwill in this scenario, while the U.S. and U.K reporting units would have passed step one. The Company’s second sensitivity analysis represented a recessionary sales environment in the U.S., utilizing the U.S. SAAR equivalent to 2009 levels for 2018. Similar industry sales levels were also applied to the U.K. reporting unit. Since Brazil is currently in a recessionary economy, the Company did not assume further industry sales declines for this sensitivity analysis, but instead assumed no sales growth in 2018. In this sensitivity analysis, an additional $55.3 million of non-cash franchise rights impairment charges would have resulted, including $52.8 million , $1.6 million and $0.9 million for the U.S., U.K. and Brazil, respectively. In this scenario, none of the Company’s reporting units would have failed the step one impairment test for goodwill. In the Company’s 2015 goodwill assessment, the fair value of its two U.S. reporting units, as well as the U.K. reporting unit, exceeded the carrying value of its net assets (i.e., step one of the goodwill impairment test). As a result, the Company was not required to conduct the second step of the impairment test for goodwill relating to its two U.S. and U.K. reporting units. The Brazil reporting unit’s fair value did not exceed the carrying value of its net assets. As a result, the Company performed a step two analysis for this reporting unit, measured the estimated fair value of the reporting unit’s assets and liabilities as of the test date using level 3 inputs and compared the resulting implied fair value of the reporting unit’s goodwill to its carrying value. As a result of the carrying value of goodwill exceeding the implied fair value, a $55.4 million impairment was recorded as of December 31, 2015. During 2015, the Company also completed other impairment assessments on an annual or interim basis, as applicable, and recorded the following non-cash impairment charges, all of which are reflected in asset impairments in the accompanying Consolidated Statement of Operations: • The Company determined that the carrying values of certain of its intangible franchise rights were greater than the fair value and, as a result, recognized a $30.1 million pre-tax non-cash asset impairment charge. • In addition, the Company determined that the carrying amounts of various real estate holdings were no longer recoverable, and recognized $1.3 million in pre-tax non-cash asset impairment charges. • The Company also determined that the carrying values of various other long-term assets were no longer recoverable, and recognized $0.8 million in pre-tax non-cash asset impairment charges. In the Company’s 2014 goodwill assessment, the fair value of each of its reporting units exceeded the carrying value of its net assets (step one of the goodwill impairment test). As a result, the Company was not required to conduct the second step of the impairment test for goodwill. During 2014, the Company completed other impairment assessments on an annual or interim basis, as applicable, and recorded the following non-cash impairment charges, all of which are reflected in asset impairments in the accompanying Consolidated Statement of Operations: • Primarily related to the Company’s determination that the carrying values of certain of its intangible franchise rights were greater than the fair value, the Company recognized a $31.0 million pre-tax non-cash asset impairment charge. • In addition, the Company determined that the carrying amounts of various real estate holdings were no longer recoverable, and recognized $9.2 million in pre-tax non-cash asset impairment charges. • The Company also determined that the carrying values of various other long-term assets were no longer recoverable, and recognized $1.3 million in pre-tax non-cash asset impairment charges. |
Intangible Franchise Rights and
Intangible Franchise Rights and Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE FRANCHISE RIGHTS AND GOODWILL | INTANGIBLE FRANCHISE RIGHTS AND GOODWILL The following is a roll-forward of the Company’s intangible franchise rights and goodwill accounts by reportable segment: Intangible Franchise Rights U.S. U.K. Brazil Total (In thousands) BALANCE, December 31, 2014 $ 257,502 $ 8,157 $ 38,288 $ 303,947 Additions through acquisitions 49,432 — — 49,432 Disposals (3,188 ) — — (3,188 ) Impairments (18,087 ) — (12,024 ) (30,111 ) Currency translation — (384 ) (12,108 ) (12,492 ) BALANCE, December 31, 2015 285,659 7,773 14,156 307,588 Additions through acquisitions — 12,833 — 12,833 Disposals (5,203 ) — — (5,203 ) Impairments (19,922 ) — (9,901 ) (29,823 ) Currency translation — (3,269 ) 2,750 (519 ) BALANCE, December 31, 2016 $ 260,534 $ 17,337 $ 7,005 $ 284,876 The decrease in the Company’s intangible franchise rights in 2016 was primarily related to impairments in the U.S. and Brazil reportable segments of $19.9 million and $9.9 million , respectively, as a result of the Company’s interim and annual impairment assessments. These impairments were partially offset by the addition of franchise rights associated with the purchase of 12 dealerships in the U.K. reportable segment. The increase in the Company’s intangible franchise rights in 2015 was primarily related to the acquisitions in the U.S. described below, substantially offset by non-cash impairments recognized in Brazil. Goodwill U.S. U.K. Brazil Total (In thousands) BALANCE, December 31, 2014 $ 700,642 $ 35,138 $ 94,597 $ 830,377 (1) Additions through acquisitions 115,317 — — 115,317 Purchase price allocation adjustments (73 ) 1,930 — 1,857 Disposals (6,088 ) — — (6,088 ) Impairments — — (55,386 ) (55,386 ) Currency translation — (1,748 ) (29,391 ) (31,139 ) Tax adjustments (23 ) — — (23 ) BALANCE, December 31, 2015 809,775 35,320 9,820 854,915 (2) Additions through acquisitions — 31,644 1,855 33,499 Purchase price allocation adjustments 28 1,024 — 1,052 Disposals (3,868 ) — (191 ) (4,059 ) Currency translation — (10,934 ) 2,290 (8,644 ) BALANCE, December 31, 2016 $ 805,935 $ 57,054 $ 13,774 $ 876,763 (2) (1) Net of accumulated impairment of $42.4 million (2) Net of accumulated impairment of $97.8 million The increase in the Company’s goodwill in 2016 was primarily related to the goodwill associated with the purchase of 12 dealerships in the U.K., partially offset by foreign currency translation adjustments in the U.K. and Brazil and the disposal of five U.S dealerships. The increase in the Company’s goodwill in 2015 was primarily related to the goodwill associated with the purchase of three dealerships in the U.S., substantially offset by a non-cash impairment recognized in Brazil, as well as foreign currency translation adjustments for the U.K. and Brazil. |
Employee Savings Plans
Employee Savings Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE SAVINGS PLANS | EMPLOYEE SAVINGS PLANS The Company has a deferred compensation plan to provide select employees and non-employee members of the Company’s Board of Directors with the opportunity to accumulate additional savings for retirement on a tax-deferred basis (“Deferred Compensation Plan”). Participants in the Deferred Compensation Plan are allowed to defer receipt of a portion of their salary and/or bonus compensation, or in the case of the Company’s non-employee directors, annual retainer and meeting fees earned. The participants can choose from various defined investment options to determine their earnings crediting rate. However, the Company has complete discretion over how the funds are utilized. Participants in the Deferred Compensation Plan are unsecured creditors of the Company. The balances due to participants of the Deferred Compensation Plan as of December 31, 2016 and 2015 were $49.0 million and $40.6 million , respectively, and are included in other liabilities in the accompanying Consolidated Balance Sheets. The Company offers a 401(k) plan to all of its employees and provides a matching contribution to employees that participate in the plan. For the years ended December 31, 2016 and 2015 , the matching contributions paid by the Company totaled $5.4 million and $5.3 million , respectively. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
OPERATING LEASES | OPERATING LEASES The Company leases various facilities and equipment under long-term operating lease agreements. Generally, our real estate and facility leases have 30 -year total terms with initial terms of 15 years and three additional five -year terms, at our option. Future minimum lease payments for non-cancelable operating leases as of December 31, 2016 , are as follows: Total (In thousands) Year Ended December 31, 2017 $ 56,706 2018 46,939 2019 41,669 2020 36,340 2021 30,115 Thereafter 182,701 Total (1) $ 394,470 (1) Includes $2.4 million of future, non-cancelable sublease payments to be received. Total rent expense under all operating leases was $53.8 million , $51.5 million , and $58.9 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | ACCUMULATED OTHER COMPREHENSIVE INCOME Changes in the balances of each component of accumulated other comprehensive income for the years ended December 31, 2016 , 2015 and 2014 are as follows: Accumulated Loss on Foreign Currency Translation Accumulated Gain (Loss) on Interest Rate Swaps Accumulated Other Comprehensive Loss (In thousands) BALANCE, December 31, 2013 $ (37,827 ) $ (13,850 ) $ (51,677 ) Other comprehensive loss, net of tax (26,248 ) (4,059 ) (30,307 ) BALANCE, December 31, 2014 (64,075 ) (17,909 ) (81,984 ) Other comprehensive loss, net of tax (54,457 ) (1,543 ) (56,000 ) BALANCE, December 31, 2015 (118,532 ) (19,452 ) (137,984 ) Other comprehensive (loss) income, net of tax (19,081 ) 10,121 (8,960 ) BALANCE, December 31, 2016 $ (137,613 ) $ (9,331 ) $ (146,944 ) |
Segment Information Segment Inf
Segment Information Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 20. SEGMENT INFORMATION As of December 31, 2016 , the Company had three reportable segments: (1) the U.S., (2) the U.K., and (3) Brazil. Each of the reportable segments is comprised of retail automotive franchises, which sells new and used cars and light trucks; arranges related vehicle financing; sells service insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts. The vast majority of the Company’s corporate activities are associated with the operations of the U.S. operating segments and therefore the corporate financial results are included within the U.S. reportable segment. Reportable segment revenue, gross profit, SG&A, depreciation and amortization expense, asset impairment, floorplan interest expense, other interest expense, benefit (provision) for income taxes, net income (loss) and capital expenditures were as follows for the years ended December 31, 2016 , 2015 and 2014 : Year Ended December 31, 2016 U.S. U.K. Brazil Total (In thousands) New vehicle retail sales $ 4,766,047 $ 987,538 $ 292,490 $ 6,046,075 Used vehicle retail sales 2,242,508 434,203 81,002 2,757,713 Used vehicle wholesale sales 276,710 121,747 3,406 401,863 Parts and service 1,071,651 143,362 46,294 1,261,307 Finance, insurance and other, net 377,756 36,305 6,593 420,654 Total revenues 8,734,672 1,723,155 429,785 10,887,612 Gross profit 1,355,349 192,982 46,738 1,595,069 Selling, general and administrative expense 965,139 (1) 158,636 46,988 (3) 1,170,763 Depreciation and amortization expense 43,472 6,594 1,168 51,234 Asset impairment 21,794 201 10,843 32,838 Floorplan interest expense (40,444 ) (4,222 ) (261 ) (44,927 ) Other interest expense, net (62,320 ) (5,197 ) (419 ) (67,936 ) Income (loss) before income taxes 222,180 18,132 (12,941 ) 227,371 (Provision) benefit for income taxes (82,541 ) (3,697 ) 5,932 (80,306 ) Net income (loss) 139,639 (2) 14,435 (7,009 ) (4) 147,065 Capital expenditures $ 86,692 $ 12,602 $ 1,312 $ 100,606 (1) Includes the following, pre-tax: gain on OEM settlement of $11.7 million , loss due to catastrophic events of $5.9 million , a net gain on real estate and dealership transactions of $2.7 million , and severance costs of $1.8 million . (2) Includes the following, after tax: non-cash asset impairment charges of $13.5 million , gain on OEM settlement of $7.3 million , loss due to catastrophic events of $3.7 million , net gain on real estate and dealership transactions of $1.7 million , and severance costs of $1.2 million . (3) Includes pre-tax loss on real estate and dealership transactions of $0.8 million . (4) Includes after-tax non-cash asset impairment charge of $6.9 million and a foreign deferred income tax benefit of $1.7 million . Year Ended December 31, 2015 U.S. U.K. Brazil Total (In thousands) New vehicle retail sales $ 4,989,290 $ 641,888 $ 370,128 $ 6,001,306 Used vehicle retail sales 2,204,728 351,311 82,930 2,638,969 Used vehicle wholesale sales 289,580 100,706 6,965 397,251 Parts and service 1,032,960 102,183 51,050 1,186,193 Finance, insurance and other, net 377,432 24,117 7,237 408,786 Total revenues 8,893,990 1,220,205 518,310 10,632,505 Gross profit 1,338,947 137,646 57,379 1,533,972 Selling, general and administrative expense 958,608 (1) 108,719 53,506 1,120,833 Depreciation and amortization expense 41,220 4,307 1,712 47,239 Asset impairment 18,983 330 68,249 87,562 Floorplan interest expense (36,062 ) (2,276 ) (926 ) (39,264 ) Other interest expense, net (52,277 ) (3,135 ) (1,491 ) (56,903 ) Income (loss) before income taxes 231,797 18,879 (68,505 ) 182,171 (Provision) benefit for income taxes (89,433 ) (3,655 ) 4,916 (88,172 ) Net income (loss) 142,364 (2) 15,224 (63,589 ) (3) 93,999 Capital expenditures $ 97,504 $ 9,395 $ 333 $ 107,232 (1) Includes the following, pre-tax: loss due to catastrophic events of $1.6 million , a net gain on real estate and dealership transactions of $8.9 million , and legal items of $1.0 million . (2) Includes the following, after tax: loss due to catastrophic events of $1.0 million , net gain on real estate and dealership transactions of $5.5 million , and non-cash asset impairment charges of $12.0 million . (3) Includes after-tax non-cash asset impairment charges of $62.4 million . Year Ended December 31, 2014 U.S. U.K. Brazil Total (In thousands) New vehicle retail sales $ 4,669,512 $ 519,137 $ 552,970 $ 5,741,619 Used vehicle retail sales 1,923,740 283,147 117,981 2,324,868 Used vehicle wholesale sales 279,074 82,235 17,834 379,143 Parts and service 966,672 83,747 75,275 1,125,694 Finance, insurance and other, net 336,243 18,986 11,336 366,565 Total revenues 8,175,241 987,252 775,396 9,937,889 Gross profit 1,245,907 115,393 86,638 1,447,938 Selling, general and administrative expense 891,693 (1) 90,427 79,844 1,061,964 Depreciation and amortization expense 36,701 3,403 2,240 42,344 Asset impairment 15,570 — 25,950 41,520 Floorplan interest expense (34,060 ) (1,662 ) (5,892 ) (41,614 ) Other interest expense, net (46,516 ) (2,065 ) (1,112 ) (49,693 ) Income before income taxes 174,964 17,836 (28,400 ) 164,400 Provision for income taxes (77,715 ) (3,561 ) 9,880 (2) (71,396 ) Net income (loss) 97,249 14,275 (18,520 ) 93,004 Capital expenditures $ 88,774 $ 3,679 $ 5,256 $ 97,709 (1) Includes the following, pre-tax: loss due to catastrophic events of $2.8 million and a gain on real estate and dealership transactions of $13.8 million . (2) Includes the tax impact of conversion of non-deductible goodwill to deductible goodwill for $3.4 million . Goodwill and intangible franchise rights and total assets by reportable segment were as follows: As of December 31, 2016 U.S. U.K. Brazil Total (In thousands) Goodwill and intangible franchise rights $ 1,066,469 $ 74,391 $ 20,779 $ 1,161,639 Total assets $ 3,855,701 $ 482,937 $ 123,265 $ 4,461,903 As of December 31, 2015 U.S. U.K. Brazil Total (In thousands) Goodwill and intangible franchise rights $ 1,095,434 $ 43,093 $ 23,976 $ 1,162,503 Total assets $ 3,923,001 $ 358,476 $ 115,239 $ 4,396,716 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Quarter First Second Third Fourth Full Year (In thousands, except per share data) Year Ended December 31, 2016 Total revenues $ 2,608,355 $ 2,782,449 $ 2,823,176 $ 2,673,632 $ 10,887,612 Gross profit 389,101 410,119 406,668 389,181 1,595,069 Net income 34,291 46,580 35,366 30,828 147,065 Basic earnings per share (1) 1.47 2.12 1.65 1.44 6.67 Diluted earnings per share (1) 1.47 2.12 1.65 1.44 6.67 2015 Total revenues $ 2,432,854 $ 2,726,480 $ 2,800,569 $ 2,672,602 $ 10,632,505 Gross profit 363,884 391,573 398,382 380,133 1,533,972 Net income 35,815 46,310 45,261 (33,387 ) 93,999 Basic earnings per share (1) 1.47 1.91 1.88 (1.41 ) 3.91 Diluted earnings per share (1) 1.47 1.91 1.88 (1.41 ) 3.90 (1) The sum of the quarterly income per share amounts may not equal the annual amount reported, as per share amounts are computed independently for each quarter and for the full year based on the respective weighted average common shares outstanding. During the first, second, third and fourth quarters of 2016 , the Company incurred charges of $0.9 million , $1.0 million , $10.9 million and $20.0 million , respectively, related to the impairment of assets. Included in these charges for the first, third and fourth quarters were impairments of the Company’s intangible assets of $0.2 million , $10.6 million and $19.2 million , respectively. In addition, during 2016 , the Company sold five dealerships in the U.S., four dealerships in Brazil and one dealership in the U.K., and recognized an aggregate net pre-tax gain of $2.2 million , excluding related asset impairments of $0.6 million . During the second, third and fourth quarters of 2015 , the Company incurred charges of $1.0 million , $0.9 million and $85.7 million , respectively, related to the impairment of assets. Included in these charges for the fourth quarter was impairments of the Company’s intangible assets of $85.5 million . During 2015 , the Company sold two dealerships in the U.S. and recognized a net pre-tax gain of $9.4 million . For more information on non-cash impairment charges, refer to Note 15, “Asset Impairments.” |
Condensed Consolidated Financia
Condensed Consolidated Financial Information Condensed Consolidated Financial Information | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Financial Statements [Text Block] | 22. CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables include condensed consolidating financial information as of December 31, 2016 and 2015 , and for each of the years in the three-year period ended December 31, 2016 , for Group 1 Automotive, Inc.’s (as issuer of the 5.00% Notes), guarantor subsidiaries and non-guarantor subsidiaries (representing foreign entities). The condensed consolidating financial information includes certain allocations of balance sheet, statement of operations and cash flows items that are not necessarily indicative of the financial position, results of operations or cash flows of these entities had they operated on a stand-alone basis. In accordance with Rule 3-10 of Regulation S-X, condensed consolidated financial statements of non-guarantors are not required. The Company has no assets or operations independent of its subsidiaries. Obligations under the 5.00% Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by the Company’s current 100%-owned domestic subsidiaries and certain of the Company’s future domestic subsidiaries, with the exception of the Company’s “minor” subsidiaries (as defined by Rule 3-10 of Regulation S-X). There are no significant restrictions on the ability of the Company or subsidiary guarantors for the Company to obtain funds from its subsidiary guarantors by dividend or loan. None of the subsidiary guarantors’ assets represent restricted assets pursuant to SEC Rule 4-08(e)(3) of Regulation S-X. CONDENSED CONSOLIDATED BALANCE SHEET December 31, 2016 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 8,039 $ 12,953 $ — $ 20,992 Contracts-in-transit and vehicle receivables, net — 241,097 28,411 — 269,508 Accounts and notes receivable, net — 140,985 32,379 — 173,364 Intercompany accounts receivable — 8,929 — (8,929 ) — Inventories, net — 1,386,871 264,944 — 1,651,815 Prepaid expenses and other current assets 516 7,188 27,204 — 34,908 Total current assets 516 1,793,109 365,891 (8,929 ) 2,150,587 PROPERTY AND EQUIPMENT, net — 990,084 135,799 — 1,125,883 GOODWILL — 805,935 70,828 — 876,763 INTANGIBLE FRANCHISE RIGHTS — 260,534 24,342 — 284,876 INVESTMENT IN SUBSIDIARIES 2,787,328 — — (2,787,328 ) — OTHER ASSETS — 19,313 4,481 — 23,794 Total assets $ 2,787,844 $ 3,868,975 $ 601,341 $ (2,796,257 ) $ 4,461,903 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,131,718 $ 4,936 $ — $ 1,136,654 Offset account related to floorplan notes payable - credit facility — (59,626 ) — — (59,626 ) Floorplan notes payable — manufacturer affiliates — 281,747 110,914 — 392,661 Offset account related to floorplan notes payable - manufacturer affiliates — (25,500 ) — — (25,500 ) Current maturities of long-term debt and short-term financing — 44,659 27,760 — 72,419 Current liabilities from interest rate risk management activities — 3,941 — — 3,941 Accounts payable — 211,050 145,049 — 356,099 Intercompany accounts payable 875,662 — 8,929 (884,591 ) — Accrued expenses — 156,648 19,821 — 176,469 Total current liabilities 875,662 1,744,637 317,409 (884,591 ) 2,053,117 LONG-TERM DEBT, net of current maturities 836,056 324,540 52,213 — 1,212,809 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 20,470 — — 20,470 DEFERRED INCOME TAXES AND OTHER LIABILITIES (1,020 ) 240,348 5,979 — 245,307 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,077,146 2,414,642 225,740 (2,787,328 ) 930,200 Intercompany note receivable — (875,662 ) — 875,662 — Total stockholders’ equity 1,077,146 1,538,980 225,740 (1,911,666 ) 930,200 Total liabilities and stockholders’ equity $ 2,787,844 $ 3,868,975 $ 601,341 $ (2,796,257 ) $ 4,461,903 CONDENSED CONSOLIDATED BALANCE SHEET December 31, 2015 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 6,338 $ 6,699 $ — $ 13,037 Contracts-in-transit and vehicle receivables, net — 233,275 19,163 — 252,438 Accounts and notes receivable, net — 132,078 25,690 — 157,768 Intercompany accounts receivable — 1,192 — (1,192 ) — Inventories, net — 1,533,166 204,585 — 1,737,751 Prepaid expenses and other current assets 5,312 8,946 13,118 — 27,376 Total current assets 5,312 1,914,995 269,255 (1,192 ) 2,188,370 PROPERTY AND EQUIPMENT, net — 916,338 117,643 — 1,033,981 GOODWILL — 809,775 45,140 — 854,915 INTANGIBLE FRANCHISE RIGHTS — 285,659 21,929 — 307,588 INVESTMENT IN SUBSIDIARIES 2,388,081 — — (2,388,081 ) — OTHER ASSETS — 5,950 5,912 — 11,862 Total assets $ 2,393,393 $ 3,932,717 $ 459,879 $ (2,389,273 ) $ 4,396,716 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,261,606 $ 4,113 $ — $ 1,265,719 Offset account related to floorplan notes payable - credit facility — (110,759 ) — — (110,759 ) Floorplan notes payable — manufacturer affiliates — 303,810 85,261 — 389,071 Offset account related to floorplan notes payable - manufacturer affiliates — (25,500 ) — — (25,500 ) Current maturities of long-term debt and short-term financing — 47,015 7,976 — 54,991 Accounts payable — 178,544 101,879 — 280,423 Intercompany accounts payable 503,333 — 1,192 (504,525 ) — Accrued expenses — 167,509 17,814 — 185,323 Total current liabilities 503,333 1,822,225 218,235 (504,525 ) 2,039,268 LONG-TERM DEBT, net of current maturities 834,090 300,788 64,656 — 1,199,534 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 31,153 — — 31,153 DEFERRED INCOME TAXES AND OTHER LIABILITIES (265 ) 203,824 4,950 — 208,509 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,056,235 2,078,060 172,038 (2,388,081 ) 918,252 Intercompany note receivable — (503,333 ) — 503,333 — Total stockholders’ equity 1,056,235 1,574,727 172,038 (1,884,748 ) 918,252 Total liabilities and stockholders’ equity $ 2,393,393 $ 3,932,717 $ 459,879 $ (2,389,273 ) $ 4,396,716 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31, 2016 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) REVENUES: $ — $ 8,734,673 $ 2,152,939 $ — $ 10,887,612 COST OF SALES: — 7,379,323 1,913,220 — 9,292,543 GROSS PROFIT — 1,355,350 239,719 — 1,595,069 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,722 954,495 213,546 — 1,170,763 DEPRECIATION AND AMORTIZATION EXPENSE — 43,472 7,762 — 51,234 ASSET IMPAIRMENTS — 21,794 11,044 — 32,838 INCOME (LOSS) FROM OPERATIONS (2,722 ) 335,589 7,367 — 340,234 OTHER EXPENSE: Floorplan interest expense — (40,444 ) (4,483 ) — (44,927 ) Other interest expense, net — (64,870 ) (3,066 ) — (67,936 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (2,722 ) 230,275 (182 ) — 227,371 BENEFIT (PROVISION) FOR INCOME TAXES 1,020 (83,560 ) 2,234 — (80,306 ) EQUITY IN EARNINGS OF SUBSIDIARIES 148,767 — — (148,767 ) — NET INCOME (LOSS) $ 147,065 $ 146,715 $ 2,052 $ (148,767 ) $ 147,065 COMPREHENSIVE INCOME (LOSS) 10,121 (19,081 ) (8,960 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 147,065 $ 156,836 $ (17,029 ) $ (148,767 ) $ 138,105 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31, 2015 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) REVENUES: $ — $ 8,893,990 $ 1,738,515 $ — $ 10,632,505 COST OF SALES: — 7,555,043 1,543,490 — 9,098,533 GROSS PROFIT — 1,338,947 195,025 — 1,533,972 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 3,024 950,268 167,541 — 1,120,833 DEPRECIATION AND AMORTIZATION EXPENSE — 41,220 6,019 — 47,239 ASSET IMPAIRMENTS — 18,899 68,663 — 87,562 INCOME (LOSS) FROM OPERATIONS (3,024 ) 328,560 (47,198 ) — 278,338 OTHER EXPENSE: Floorplan interest expense — (36,063 ) (3,201 ) — (39,264 ) Other interest income (expense), net 2,320 (52,276 ) (6,947 ) — (56,903 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (704 ) 240,221 (57,346 ) — 182,171 BENEFIT (PROVISION) FOR INCOME TAXES 264 (89,698 ) 1,262 — (88,172 ) EQUITY IN EARNINGS OF SUBSIDIARIES 94,439 — — (94,439 ) — NET INCOME (LOSS) $ 93,999 $ 150,523 $ (56,084 ) $ (94,439 ) 93,999 COMPREHENSIVE LOSS — (1,543 ) (54,457 ) — (56,000 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 93,999 $ 148,980 $ (110,541 ) $ (94,439 ) 37,999 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31, 2014 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) REVENUES: $ — $ 8,175,242 $ 1,762,647 $ — $ 9,937,889 COST OF SALES: — 6,929,334 1,560,617 — 8,489,951 GROSS PROFIT — 1,245,908 202,030 — 1,447,938 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,796 883,442 175,726 — 1,061,964 DEPRECIATION AND AMORTIZATION EXPENSE — 36,701 5,643 — 42,344 ASSET IMPAIRMENTS — 15,571 25,949 — 41,520 INCOME (LOSS) FROM OPERATIONS (2,796 ) 310,194 (5,288 ) — 302,110 OTHER EXPENSE: Floorplan interest expense — (34,061 ) (7,553 ) — (41,614 ) Other interest income (expense), net 2,272 (46,517 ) (5,448 ) — (49,693 ) Loss on extinguishment of long-term debt — (46,403 ) — — (46,403 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (524 ) 183,213 (18,289 ) — 164,400 BENEFIT (PROVISION) FOR INCOME TAXES 196 (77,911 ) 6,319 — (71,396 ) EQUITY IN EARNINGS OF SUBSIDIARIES 93,332 — — (93,332 ) — NET INCOME (LOSS) $ 93,004 $ 105,302 $ (11,970 ) $ (93,332 ) 93,004 COMPREHENSIVE LOSS — (4,059 ) (26,248 ) — (30,307 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 93,004 $ 101,243 $ (38,218 ) $ (93,332 ) $ 62,697 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31, 2016 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 147,065 $ 238,552 $ (760 ) $ 384,857 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — — (57,327 ) (57,327 ) Proceeds from disposition of franchises, property and equipment — 35,317 1,526 36,843 Purchases of property and equipment, including real estate — (138,263 ) (18,258 ) (156,521 ) Other — 2,748 217 2,965 Net cash used in investing activities — (100,198 ) (73,842 ) (174,040 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 6,597,406 — 6,597,406 Repayments on credit facility - floorplan line and other — (6,676,161 ) — (6,676,161 ) Borrowings on credit facility - acquisition line 220,020 — — 220,020 Repayment on credit facility - acquisition line (220,020 ) — — (220,020 ) Debt issue costs (2,997 ) (516 ) — (3,513 ) Borrowings on other debt — — 49,972 49,972 Principal payments on other debt — (923 ) (45,005 ) (45,928 ) Borrowings on debt related to real estate — 42,654 — 42,654 Principal payments on debt related to real estate loans — (20,309 ) (5,154 ) (25,463 ) Issuance of common stock to benefit plans, net 3,868 — — 3,868 Repurchases of common stock, amounts based on settlement date (127,606 ) — — (127,606 ) Tax effect from stock-based compensation (249 ) — — (249 ) Dividends paid (19,987 ) — — (19,987 ) Borrowings (repayments) with subsidiaries 399,151 (406,888 ) 7,737 — Investment in subsidiaries (399,245 ) 328,084 71,161 — Net cash (used in) provided by financing activities (147,065 ) (136,653 ) 78,711 (205,007 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 2,145 2,145 NET DECREASE IN CASH AND CASH EQUIVALENTS — 1,701 6,254 7,955 CASH AND CASH EQUIVALENTS, beginning of period — 6,338 6,699 13,037 CASH AND CASH EQUIVALENTS, end of period $ — $ 8,039 $ 12,953 $ 20,992 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31, 2015 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ 93,999 $ 49,710 $ (2,662 ) $ 141,047 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (212,252 ) — (212,252 ) Proceeds from disposition of franchises, property and equipment — 40,833 748 41,581 Purchases of property and equipment, including real estate — (97,009 ) (23,243 ) (120,252 ) Other — 6,421 — 6,421 Net cash used in investing activities — (262,007 ) (22,495 ) (284,502 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 7,557,237 — 7,557,237 Repayments on credit facility - floorplan line and other — (7,504,516 ) — (7,504,516 ) Borrowings on credit facility - acquisition line 489,548 — — 489,548 Repayment on credit facility - acquisition line (557,696 ) — — (557,696 ) Net borrowings of 5.25% Senior Unsecured Notes 296,250 — — 296,250 Debt issue costs — (788 ) — (788 ) Borrowings on other debt — 451 59,404 59,855 Principal payments on other debt — (1,386 ) (62,383 ) (63,769 ) Borrowings on debt related to real estate — 9,596 22,430 32,026 Principal payments on debt related to real estate loans — (68,234 ) (3,845 ) (72,079 ) Issuance of common stock to benefit plans, net 214 — — 214 Repurchases of common stock, amounts based on settlement date (97,473 ) — — (97,473 ) Tax effect from stock-based compensation — 2,142 — 2,142 Dividends paid (19,942 ) — — (19,942 ) Borrowings (repayments) with subsidiaries 220,281 (211,236 ) (9,045 ) — Investment in subsidiaries (425,181 ) 409,990 15,191 — Net cash (used in) provided by financing activities (93,999 ) 193,256 21,752 121,009 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (5,492 ) (5,492 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — (19,041 ) (8,897 ) (27,938 ) CASH AND CASH EQUIVALENTS, beginning of period — 25,379 15,596 40,975 CASH AND CASH EQUIVALENTS, end of period $ — $ 6,338 $ 6,699 $ 13,037 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31, 2014 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (327 ) $ 235,236 $ (36,621 ) $ 198,288 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (306,364 ) (30,187 ) (336,551 ) Proceeds from disposition of franchises, property and equipment — 141,147 3,450 144,597 Purchases of property and equipment, including real estate — (140,407 ) (9,985 ) (150,392 ) Other — (4,705 ) — (4,705 ) Net cash used in investing activities — (310,329 ) (36,722 ) (347,051 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 7,832,014 — 7,832,014 Repayments on credit facility - floorplan line and other — (7,802,719 ) — (7,802,719 ) Borrowings on credit facility - acquisition line 389,368 — — 389,368 Repayment on credit facility - acquisition line (379,681 ) — — (379,681 ) Net borrowings of 5.00% Senior Unsecured Notes 539,600 — — 539,600 Debt issue costs (1,881 ) — — (1,881 ) Repurchase of 3.00% Convertible Notes (260,074 ) — — (260,074 ) Proceeds from Call/Warrant Unwind related to 3.00% Convertible Notes 32,697 — — 32,697 Conversion and redemption of 2.25% Convertible Notes (182,756 ) — — (182,756 ) Borrowings of other debt — — 91,137 91,137 Principal payments of other debt — — (85,905 ) (85,905 ) Principal payments of long-term debt related to real estate loans — (43,060 ) (16,890 ) (59,950 ) Borrowings of debt related to real estate — 86,722 25,457 112,179 Issuance of common stock to benefit plans, net (321 ) — — (321 ) Repurchases of common stock, amounts based on settlement date (36,802 ) — — (36,802 ) Tax effect from stock-based compensation — 1,841 — 1,841 Dividends paid (17,097 ) — — (17,097 ) Borrowings (repayments) with subsidiaries 78,199 (141,824 ) 63,625 — Investment in subsidiaries (160,925 ) 161,073 (148 ) — Distributions to parent — 2,119 (2,119 ) — Net cash provided by financing activities 327 96,166 75,157 171,650 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (2,127 ) (2,127 ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS — 21,073 (313 ) 20,760 CASH AND CASH EQUIVALENTS, beginning of period — 4,306 15,909 20,215 CASH AND CASH EQUIVALENTS, end of period $ — $ 25,379 $ 15,596 $ 40,975 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies and Estimates (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the balance sheet date and the amounts of revenues and expenses recognized during the reporting period. Management analyzes the Company’s estimates based on historical experience and various other assumptions that are believed to be reasonable under the circumstances; however, actual results could differ from such estimates. The significant estimates made by management in the accompanying Consolidated Financial Statements relate to inventory market adjustments, reserves for future chargebacks on finance and vehicle service contract fees, self-insured property/casualty insurance exposure, the fair value of assets acquired and liabilities assumed in business combinations, the valuation of goodwill and intangible franchise rights, and reserves for potential litigation. |
Basis of Presentation | Basis of Presentation All business acquisitions completed during the periods presented have been accounted for using the purchase method of accounting, and their results of operations are included from the effective dates of the closings of the acquisitions. The allocations of purchase price to the assets acquired and liabilities assumed are assigned and recorded based on estimates of fair value and are subject to change within the purchase price allocation period (generally one year from the respective acquisition date). All intercompany balances and transactions have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition Revenues from vehicle sales, parts sales and vehicle service are recognized upon completion of the sale or service and delivery to the customer. Conditions to completing a sale entail having an agreement with the customer, including pricing, and having a reasonable expectation that the sales price will be collected. The Company includes revenues from its collision center operations in parts and services sales. Taxes collected from customers and remitted to governmental agencies are not included in total revenues. The Company records the profit it receives for arranging vehicle fleet transactions, net, in other finance and insurance revenues. Since all sales of new vehicles must occur through franchised new vehicle dealerships, the dealerships effectively act as agents for the automobile manufacturers in completing sales of vehicles to fleet customers. As these customers typically order the vehicles, the Company has no significant general inventory risk. Additionally, fleet customers generally receive special purchase incentives from the automobile manufacturers and the Company receives only a nominal fee for facilitating the transactions. The Company arranges financing for customers through various institutions and receives financing fees based on the difference between the loan rates charged to customers and wholesale financing rates set by the financing institution. In addition, the Company receives fees from the sale of insurance and vehicle service contracts to customers. Revenues from these fees are recorded at the time of the sale of the vehicles as finance and insurance revenue earned. The Company may be charged back for unearned financing, insurance contract or vehicle service contract fees in the event of early termination of the contracts by customers. A reserve for future amounts estimated to be charged back is recorded, as a reduction of Finance, insurance and other revenue, net in the accompanying Consolidated Statement of Operations, based on the Company’s historical chargeback results and the termination provisions of the applicable contracts. While chargeback results vary depending on the type of contract sold, a 10% increase in the historical chargeback results used in determining estimates of future amounts that might be charged back would have increased the reserve at December 31, 2016 by $3.8 million . Further, through agreements with certain vehicle service contract administrators, the Company earns volume incentive rebates and interest income on reserves, as well as participates in the underwriting profits of the products. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include demand deposits and various other short-term investments with original maturities of three months or less at the date of purchase. As of December 31, 2016 and 2015 , cash and cash equivalents excluded $85.1 million and $136.3 million , respectively, of immediately available funds used to pay down the Floorplan Line of the Revolving Credit Facility and the FMCC Facility (as defined in Note 11, “Credit Facilities”), which are the Company’s primary vehicles for the short-term investment of excess cash. These amounts are reflected in the Company’s Consolidated Balance Sheets as the offset accounts related to Floorplan Notes Payable - Credit Facility and Floorplan Notes Payable - Manufacturer Affiliates. |
Contracts-in-Transit and Vehicle Receivables | Contracts-in-Transit and Vehicle Receivables Contracts-in-transit and vehicle receivables consist primarily of amounts due from financing institutions on retail finance contracts from vehicle sales and dealer incentives due from manufacturers. Also included are amounts receivable from vehicle wholesale sales. |
Inventories | Inventories New, used and demonstrator vehicle inventories are carried at the lower of specific cost or market and are removed from inventory using the specific identification method in the Consolidated Balance Sheets. Parts and accessories inventories are valued at lower of cost (determined on a first-in, first-out basis) or market in the Consolidated Balance Sheets. Vehicle inventory cost consists of the amount paid to acquire the inventory, plus the cost of reconditioning, cost of equipment added and transportation cost. Additionally, the Company receives interest assistance from some of the automobile manufacturers. This assistance is accounted for as a vehicle purchase price discount and is reflected as a reduction to the inventory cost on the Company’s Consolidated Balance Sheets and as a reduction to cost of sales in its Statements of Operations as the vehicles are sold. At December 31, 2016 and 2015 , inventory cost had been reduced by $9.6 million and $10.3 million , respectively, for interest assistance received from manufacturers. New vehicle cost of sales was reduced by $49.2 million , $50.5 million and $45.1 million for interest assistance received related to vehicles sold for the years ended December 31, 2016 , 2015 and 2014 , respectively. The interest assistance over the past three years has ranged from approximately 90.0% of the Company’s quarterly floorplan interest expense in the first quarter of 2014 to 139.9% for the third quarter of 2015 . Since the market value of inventory typically declines over time, the Company establishes new and used vehicle reserves based on its historical loss experience and management’s considerations of current market trends. These reserves are charged to cost of sales and reduce the carrying value of inventory on hand. Used vehicles are complex to value as there is no standardized source for determining exact values and each vehicle and each market in which the Company operates is unique. As a result, the value of each used vehicle taken at trade-in, or purchased at auction, is determined based on industry data, primarily accessed via the Company’s used vehicle management software and the industry expertise of the responsible used vehicle manager. Valuation risk is partially mitigated by the speed at which the Company turns this inventory. At December 31, 2016 , the Company’s used vehicle days’ supply was 35 days . The Company incurs shipping costs in connection with selling parts to customers. The cost of shipping these parts is included in cost of sales on the Consolidated Statements of Operations. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciation is provided using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized over the lesser of the estimated term of the lease or the estimated useful life of the asset. The amortization of assets recorded under capital leases is included with depreciation and amortization expense in the Consolidated Statement of Operations. Expenditures for major additions or improvements, which extend the useful lives of assets, are capitalized. Minor replacements, maintenance and repairs, which do not improve or extend the lives of the assets, are expensed as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in current operations. The Company reviews long-lived assets for impairment at the lowest level of identifiable cash flows whenever there is evidence that the carrying value of these assets may not be recoverable (i.e., triggering events). This review consists of comparing the carrying amount of the asset with its expected future undiscounted cash flows without interest costs. If the asset’s carrying amount is greater than such cash flow estimate, then it is required to be written down to its fair value. Estimates of expected future cash flows represent management’s best estimate based on currently available information and reasonable and supportable assumptions. See Note 15, “Asset Impairments,” for additional details regarding the Company’s impairment of long-lived assets. |
Goodwill | Goodwill The Company is organized into four geographic regions, East and West regions in the U.S., the U.K. region and the Brazil region. The Company has determined that each region represents a reporting unit for the purpose of assessing goodwill for impairment. Goodwill represents the excess, at the date of acquisition, of the purchase price of the business acquired over the fair value of the net tangible and intangible assets acquired. Annually in the fourth quarter, based on the carrying values of the Company’s regions as of October 31 st , the Company performs a fair value and potential impairment assessment of its goodwill. An impairment analysis is done more frequently if certain events or circumstances arise that would indicate a change in the fair value of the intangible asset has occurred (i.e., an impairment indicator). In evaluating its goodwill, the Company compares the carrying value of the net assets of each reporting unit to its respective fair value, which is calculated by using unobservable inputs based upon the Company’s internally developed assumptions. This represents the first step of the impairment test. If the fair value of a reporting unit is less than the carrying value of its net assets, the Company proceeds to step two of the impairment test. Step two involves allocating the calculated fair value to all of the tangible and identifiable intangible assets of the reporting unit as if the calculated fair value were the purchase price in a business combination. The Company then compares the value of the implied goodwill resulting from this second step to the carrying value of the goodwill in the reporting unit. To the extent the carrying value of the goodwill exceeds its implied fair value under step two of the impairment test, a non-cash impairment charge equal to the difference is recorded. The Company uses a combination of the discounted cash flow, or income approach ( 80% weighted), and the market approach ( 20% weighted) to determine the fair value of the Company’s reporting units. Included in the discounted cash flow approach are assumptions regarding revenue growth rates, future gross margins, future selling, general and administrative expenses (“SG&A”) and an estimated weighted average cost of capital (“WACC”). The Company also must estimate residual values at the end of the forecast period and future capital expenditure requirements. Specifically, with regard to the valuation assumptions utilized in the income approach for the U.S. reporting units (which represents the Company’s largest two reporting units) as of October 31, 2016 , the Company based its analysis on an estimate of industry sales of 17.3 million units in 2017 , and remaining flat for the remainder of the forecasted years. For the market approach, the Company utilizes recent market multiples of guideline companies for both revenue and pretax net income weighted as appropriate by reporting unit. Each of these assumptions requires the Company to use its knowledge of (1) the industry, (2) recent transactions and (3) reasonable performance expectations for its operations. If any one of the above assumptions change or fails to materialize, the resulting decline in the estimated fair value could result in a material, non-cash impairment charge to the goodwill associated with the reporting unit(s). See Note 15, “Asset Impairments,” and Note 16, “Intangible Franchise Rights and Goodwill,” for additional details regarding the Company’s goodwill. On June 23, 2016, the British citizens voted on a referendum in favor of exiting the European Union. The majority vote in favor of Brexit has created uncertainty in the global markets and in the regulatory environment in the U.K., as well as the overall European Union. The impact on the Company’s financial results and operations may not be known for some time, but could be adverse. In addition, automotive dealers in the U.K. rely on the legislative doctrine of "Block Exemption" to govern market representation activities of competing dealers and dealer groups. To date, there has been no clear indication of how such legislation may be effected by Brexit, but a change to such legislation could be adverse. If, as a result of the clarification of any of these uncertainties, the estimates, assumptions and inputs utilized in our annual impairment test for goodwill and intangible franchise rights change or fail to materialize, the resulting decline in the estimated fair market value of such assets could result in a material non-cash impairment charge. While the Company is not aware of any changes in circumstances that has resulted in a decline in fair value of these assets at this time, we continue to closely monitor the situation. |
Intangible Franchise Rights | Intangible Franchise Rights The Company’s only significant identifiable intangible assets, other than goodwill, are rights under franchise agreements with manufacturers, which are recorded at an individual dealership level. The Company expects these franchise agreements to continue for an indefinite period and, for agreements that do not have indefinite terms, the Company believes that renewal of these agreements can be obtained without substantial cost, based on the history with the manufacturer. As such, the Company believes that its franchise agreements will contribute to cash flows for an indefinite period and, therefore, the carrying amounts of the franchise rights are not amortized. Franchise rights acquired in business acquisitions prior to July 1, 2001, were recorded and amortized as part of goodwill in the U.S. reporting units and remain as part of goodwill in the U.S. reporting units at December 31, 2016 and 2015 in the accompanying Consolidated Balance Sheets. Since July 1, 2001, intangible franchise rights acquired in business combinations have been recorded as distinctly separate intangible assets. In accordance with guidance primarily codified within Accounting Standards Codification (“ASC”) 350, Intangibles-Goodwill and Other , the Company evaluates these franchise rights for impairment annually in the fourth quarter, based on the carrying values of the Company’s individual dealerships as of October 31 st , or more frequently if events or circumstances indicate possible impairment has occurred. In performing its impairment assessments, the Company tests the carrying value of each individual franchise right that was recorded by using a direct value method discounted cash flow model, or income approach, specifically the excess earnings method. Included in this analysis are assumptions, at a dealership level, regarding the cash flows directly attributable to the franchise rights, revenue growth rates, future gross margins and future SG&A expenses. Using an estimated WACC, estimated residual values at the end of the forecast period and estimated future capital expenditure requirements, the Company calculates the fair value of each dealership’s franchise rights. See Note 15, “Asset Impairments,” and Note 16, “Intangible Franchise Rights and Goodwill,” for additional details regarding the Company’s intangible franchise rights. |
Income Taxes | Income Taxes Currently, the Company operates in 14 different states in the U.S., in the U.K. and in Brazil, each of which has unique tax rates and payment calculations. As the amount of income generated in each jurisdiction varies from period to period, the Company’s estimated effective tax rate can vary based on the proportion of taxable income generated in each jurisdiction. The Company follows the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes . Under this method, deferred income taxes are recorded based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the underlying assets are realized or liabilities are settled. A valuation allowance reduces deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recognized deferred tax assets, net of valuation allowances, that it believes will be realized, based primarily on the assumption of future taxable income. As it relates to state net operating losses, as well as net operating losses and goodwill for certain Brazil subsidiaries, a corresponding valuation allowance has been established to the extent that the Company has determined that net income attributable to certain jurisdictions may not be sufficient to realize the benefit. |
Fair Value of Financial Assets and Liabilities | Fair Value of Financial Assets and Liabilities The Company’s financial instruments consist primarily of cash and cash equivalents, contracts-in-transit and vehicle receivables, accounts and notes receivable, accounts payable, credit facilities, long-term debt and interest rate swaps. The fair values of cash and cash equivalents, contracts-in-transit and vehicle receivables, accounts and notes receivable, accounts payable, credit facilities and variable-rate long-term debt approximate their carrying values due to the short-term nature of these instruments and/or the existence of variable interest rates. However, the carrying value of the Company’s fixed-rate long-term debt differs from fair value. As of December 31, 2016 , the Company’s 5.00% Notes had a carrying value of $540.5 million , and a fair value of $548.4 million . The Company’s 5.25% Notes had a carrying value of $295.6 million and a fair value of $297.0 million at December 31, 2016 . Of the $385.4 million and $365.6 million of real estate related and other long-term debt as of December 31, 2016 and December 31, 2015 , respectively, $93.9 million and $100.7 million represented fixed interest rate borrowings. The fair value of such fixed interest rate borrowings was $94.5 million and $102.4 million as of December 31, 2016 and December 31, 2015 , respectively. For discussion on the fair value of the Company’s interest rate swaps, refer to “ Derivative Financial Instruments” below. |
Fair Value of Assets Acquired and Liabilities Assumed | Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations The fair values of assets acquired and liabilities assumed in business combinations are estimated using various assumptions. The most significant assumptions, and those requiring the most judgment, involve the estimated fair values of property and equipment and intangible franchise rights, with the remaining amounts attributable to goodwill, if any. The Company utilizes third-party experts to determine the fair values of property and equipment purchased, including real estate, and utilizes its fair value model as discussed under “Intangible Franchise Rights” above, supplemented with assistance from third-party experts, to determine the fair value of intangible franchise rights acquired. |
Foreign Currency Translation | Foreign Currency Translation The functional currency for the Company’s U.K. subsidiaries is the British pound sterling (£) and of the Company’s Brazil subsidiaries is the Brazilian real. The financial statements of all the Company’s foreign subsidiaries have been translated into U.S. dollars. All assets and liabilities of foreign subsidiaries are translated into U.S. dollars using period-end exchange rates and all revenues and expenses are translated at average rates during the respective period. The difference in the U.S. dollar results that arise from the translation of all assets and liabilities are included in the cumulative currency translation adjustments in accumulated other comprehensive income/loss in stockholders’ equity and in other income/expense, when applicable. Upon disposition of the Company’s investment in a foreign subsidiary, the Company removes the accumulated translation adjustment attributable to that subsidiary from equity and recognizes as a part of the gain or loss on the disposition transaction. |
Derivative Financial Instruments | Derivative Financial Instruments One of the Company’s primary market risk exposures is increasing interest rates. Interest rate derivatives, designated as cash flow hedges, are used to adjust interest rate exposures when appropriate based on market conditions. The Company follows the requirements of guidance primarily codified within ASC 815, Derivatives and Hedging (“ASC 815”) pertaining to the accounting for derivatives and hedging activities. ASC 815 requires the Company to recognize all cash flow hedges on its balance sheet at fair value. The related gains or losses on these interest rate derivatives are deferred in stockholders’ equity as a component of accumulated other comprehensive loss. These deferred gains and losses are recognized in income in the period in which the related items being hedged are recognized in expense. Monthly contractual settlements of these swap positions are recognized as floorplan or other interest expense in the Company’s accompanying Consolidated Statements of Operations. However, to the extent that the change in value of a derivative contract does not perfectly offset the change in the value of the items being hedged, that ineffective portion is immediately recognized in other income or expense. All of the Company’s interest rate hedges were designated as cash flow hedges and were deemed to be effective at December 31, 2016 , 2015 and 2014 . The Company measures the fair value of its interest rate derivative instruments utilizing an income approach valuation technique, converting future amounts of cash flows to a single present value in order to obtain a transfer exit price within the bid and ask spread that is most representative of the fair value of its derivative instruments. In measuring fair value, the Company utilizes the option-pricing Black-Scholes present value technique for all of its derivative instruments. This option-pricing technique utilizes a one-month London Interbank Offered Rate (“LIBOR”) forward yield curve, obtained from an independent external service provider, matched to the identical maturity term of the instrument being measured. Observable inputs utilized in the income approach valuation technique incorporate identical contractual notional amounts, fixed coupon rates, periodic terms for interest payments and contract maturity. The fair value estimate of the interest rate derivative instruments also considers the credit risk of the Company for instruments in a liability position or the counterparty for instruments in an asset position. The credit risk is calculated by using the spread between the one-month LIBOR yield curve and the relevant average 10 and 20-year rate according to Standard and Poor’s. The Company has determined the valuation measurement inputs of these derivative instruments to maximize the use of observable inputs that market participants would use in pricing similar or identical instruments and market data obtained from independent sources, which is readily observable or can be corroborated by observable market data for substantially the full term of the derivative instrument. Further, the valuation measurement inputs minimize the use of unobservable inputs. Accordingly, the Company has classified the derivatives within Level 2 of the ASC 820, Fair Value Measurement and Disclosures (“ASC 820”), hierarchy framework in Note 13, “Fair Value Measurements.” The Company validates the outputs of its valuation technique by comparison to valuations from the respective counterparties. See Note 4, “Derivative Instruments and Risk Management Activities,” and Note 13, “Fair Value Measurements,” for further details regarding the Company’s derivative financial instruments and fair value measurements. |
Factory Incentives | Factory Incentives In addition to the interest assistance discussed above, the Company receives various dealer incentive payments from certain of the automobile manufacturers. These incentive payments are typically received on parts purchases from the automobile manufacturers and on new vehicle retail sales. These incentives are reflected as reductions of cost of sales in the statement of operations. |
Earnings Per Share | Earnings Per Share The Company utilizes the two-class method for the computation of earnings per share (“EPS”). The two-class method requires a portion of net income to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents. The Company’s restricted stock awards qualify as participating securities as each contain non-forfeitable rights to dividends. Income allocated to these participating securities is excluded from net earnings available to common shares. Basic EPS is computed by dividing net income available to basic common shares by the weighted average number of basic common shares outstanding during the period. Diluted EPS is computed by dividing net income available to diluted common shares by the weighted average number of dilutive common shares outstanding during the period. |
Advertising | Advertising The Company expenses the costs of advertising as incurred. Advertising expense for the years ended December 31, 2016 , 2015 , and 2014 , totaled $75.3 million , $74.6 million and $73.8 million , respectively. Additionally, the Company receives advertising assistance from some of the automobile manufacturers that the Company must spend on qualified advertising and is subject to audit and chargeback by the manufacturer. The assistance is accounted for as a reduction of advertising expense, which is included in SG&A expenses in the accompanying Consolidated Statements of Operations, as the assistance is earned. Advertising expense amounts related to vehicles still in inventory as of the balance sheet date are reflected in accrued expenses. Advertising expense has been reduced by $16.7 million , $17.3 million and $16.6 million for advertising assistance earned related to vehicles sold for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
Business and Credit Risk Concentrations | Business and Credit Risk Concentrations The Company owns and operates franchised automotive dealerships in the U.S., the U.K. and Brazil. Automotive dealerships operate pursuant to franchise agreements with vehicle manufacturers. Franchise agreements generally provide the manufacturers or distributors with considerable influence over the operations of the dealership. The success of any franchised automotive dealership is dependent, to a large extent, on the financial condition, management, marketing, production and distribution capabilities of the vehicle manufacturers or distributors of which the Company holds franchises. The Company purchases substantially all of its new vehicles from various manufacturers or distributors at the prevailing prices to all franchised dealers. The Company’s sales volume could be adversely impacted by the manufacturers’ or distributors’ inability to supply the dealerships with an adequate supply of vehicles. For the year ended December 31, 2016 , Toyota (including Lexus, Scion and Toyota brands), BMW (including MINI and BMW brands), Ford (including Ford and Lincoln brands), Honda (including Acura and Honda brands), Nissan, General Motors (including Chevrolet, GMC, Buick, and Cadillac brands), Volkswagen (including Audi, Porsche, and Volkswagen brands), Hyundai (including Hyundai and Kia brands), FCA US (formerly Chrysler) (including Chrysler, Dodge, RAM and Jeep brands), and Daimler (including Mercedes-Benz, smart and Sprinter brands), accounted for 24.9% , 13.5% , 11.0% , 9.9% , 7.1% , 7.4% , 11.0% , 4.2% , 4.0% , and 4.3% of the Company’s new vehicle sales volume, respectively. No other manufacturer accounted for more than 2.7% of the Company’s total new vehicle sales volume in 2016 . Through the use of an open account, the Company purchases and returns parts and accessories from/to the manufacturers and receives reimbursement for rebates, incentives and other earned credits. As of December 31, 2016 , the Company was due $95.8 million from various manufacturers (see Note 8, “Accounts and Notes Receivable”). Receivable balances from Toyota, General Motors, Daimler, BMW, Volkswagen, Ford, Nissan, FCA US (formerly Chrysler), Hyundai, and Honda, represented 17.0% , 15.0% , 14.0% , 13.0% , 12% , 9.0% , 6.0% , 3.0% , 3.0% and 2.0% , respectively, of this total balance due from manufacturers. |
Statements of Cash Flows | Statements of Cash Flows With respect to all new vehicle floorplan borrowings, the manufacturers of the vehicles draft the Company’s credit facilities directly with no cash flow to or from the Company. With respect to borrowings for used vehicle financing in the U.S., the Company finances up to 85% of the value of the used vehicle inventory and the funds flow directly to the Company from the lender. In the U.K., the Company chooses which used vehicles to finance and the borrowings flow directly to the Company from the lender. All borrowings from, and repayments to, lenders affiliated with the vehicle manufacturers (excluding the cash flows from or to manufacturer affiliated lenders participating in the Company’s syndicated lending group under the Revolving Credit Facility) are presented within Cash Flows from Operating Activities on the Consolidated Statements of Cash Flows. In addition, all borrowings from, and repayments to, the syndicated lending group under the Revolving Credit Facility (as defined in Note 11, “Credit Facilities”) (including the cash flows from or to manufacturer affiliated lenders participating in the facility) and borrowing from, and repayments to, the Company’s other credit facilities are presented within Cash Flows from Financing Activities. Cash paid for interest, including the monthly settlement of the Company’s interest rate derivatives, was $109.3 million , $92.0 million and $80.2 million in 2016 , 2015 and 2014 , respectively. Cash paid for taxes, net of refunds, was $56.9 million , $74.8 million and $62.3 million in 2016 , 2015 and 2014 , respectively. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation represents the expense related to stock-based awards granted to employees and non-employee directors. The Company measures stock-based compensation expense at grant date based on the estimated fair value of the award and recognizes the cost on a straight-line basis, net of estimated forfeitures, over the employee requisite service period. The Company estimates the fair value of its employee stock purchase rights issued pursuant to the Employee Stock Purchase Plan using a Black-Scholes valuation model. The expense for stock-based awards is recognized as an SG&A expense in the accompanying Consolidated Statement of Operations. |
Business Segment Information | Business Segment Information The Company, through its regions, conducts business in the automotive retailing industry, including selling new and used cars and light trucks, arranging related vehicle financing, selling service and insurance contracts, providing automotive maintenance and repair services and selling vehicle parts. The Company has three reportable segments: the U.S., which includes the activities of the Company’s corporate office, the U.K., and Brazil. The reportable segments are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by its chief operating decision maker to allocate resources and assess performance. The Company’s chief operating decision maker is its Chief Executive Officer. See Note 20, “Segment Information,” for additional details regarding the Company’s reportable segments. |
Self-Insured Medical, Property and Casualty Reserves | Self-Insured Medical, Property and Casualty Reserves The Company purchases insurance policies for worker’s compensation, liability, auto physical damage, property, pollution, employee medical benefits and other risks consisting of large deductibles and/or self-insured retentions. The Company’s U.S. auto physical damage insurance coverage is composed of a $10.0 million per occurrence company deductible with an annual maximum aggregate deductible of $30.0 million with no maximum payout. For policy years ended prior to October 31, 2005, the Company’s U.S. workers’ compensation and general liability insurance coverage included aggregate retention (stop loss) limits in addition to a per claim deductible limit (“Stop Loss Plans”). Due to historical experience in both claims frequency and severity, the likelihood of breaching the aggregate retention limits described above was deemed remote, and as such, the Company elected not to purchase this stop loss coverage for the policy year beginning November 1, 2005 and for each subsequent year (“No Stop Loss Plans”). The Company’s exposure per claim under the No Stop Loss Plans is limited to $1.0 million per occurrence, with unlimited exposure on the number of claims up to $1.0 million that may be incurred. As of December 31, 2016 , the Company has accrued $0.4 million and $20.4 million for its Stop Loss and No Stop Loss plans, respectively. The Company’s maximum potential exposure under its worker’s compensation and general liability Stop Loss Plans totaled $34.9 million at December 31, 2016 , before consideration of amounts previously paid or accruals recorded related to the Company’s loss projections. After consideration of the amounts paid or accrued, the remaining potential loss exposure under the Stop Loss Plans totaled $13.6 million at December 31, 2016 . |
Consolidation, Variable Interest Entity, Policy | Variable Interest Entity On December 22, 2016, the Company acquired the remaining equity shares of an entity that was previously reported as a variable interest entity. Prior to its acquisition of the remaining equity shares, the Company qualified as the primary beneficiary and consolidated 100% of the assets and liabilities, as well as 100% of the results of operations. As a result of the acquisition of the remaining equity shares, the entity no longer meets the definition of a variable interest entity. However, the Company continued to consolidate 100% of the assets and liabilities, as well as 100% of the results of operations, of the entity subsequent to acquisition of the remaining equity shares, as a wholly-owned subsidiary |
New Accounting Pronouncements, Policy | Recently Adopted Accounting Pronouncements In April 2015, the FASB issued Accounting Standard Update (“ASU”) 2015-03, Interest-Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs. The amendments in the accounting standard require debt issuance costs to be presented on the balance sheet as a direct reduction from the carrying amount of the related debt liability. The Company adopted ASU 2015-03 during the first quarter of fiscal 2016, with retrospective application. Accordingly, debt issuance costs in the amounts of $0.5 million and $3.6 million , which were previously classified as current and long-term assets, respectively, at December 31, 2015, were reclassified as a direct reduction from the carrying amount of the related debt liability on the Company's Consolidated Balance Sheets to conform to current year presentation. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments. The amendments in the accounting standard eliminate the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. The amendments also require that the acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The amendments in this ASU were to be applied prospectively to adjustments to provisional amounts that occur after the effective date and are effective for interim and annual periods beginning after December 15, 2015. The Company adopted ASU 2015-16 during the first quarter of fiscal 2016. The adoption of this amendment did not materially impact the Company’s financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes . This update requires an entity to classify deferred tax liabilities and assets as non-current within a classified statement of financial position. The Company elected to early adopt ASU 2015-17 during the first quarter of fiscal 2016, with retrospective application. Accordingly, deferred tax assets in the amount of $14.1 million , which were previously classified as current assets at December 31, 2015, were reclassified to non-current deferred income tax liabilities on the Company's Consolidated Balance Sheets to conform to current year presentation. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , that amends the accounting guidance on revenue recognition. The amendments in this ASU are intended to provide a framework for addressing revenue issues, improve comparability of revenue recognition practices, and improve disclosure requirements. This ASU sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity will be required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. The amendments in this accounting standard update are effective for interim and annual reporting periods beginning after December 15, 2017. The standard can be adopted either retrospectively to each reporting period presented or as a cumulative effect adjustment as of the date of adoption. To assess the impact of the ASU, the Company established an internal implementation team to review its current accounting policies and practices, identify all material revenue streams, assess the impact of the ASU on its material revenue streams and identify potential differences with current policies and practices. The Company’s internal implementation team has substantially completed its initial review of the likely impacts that the application of the amendments in this ASU will have on its consolidated financial statements. The team has identified the Company’s material revenue streams to be the sale of new and used vehicles; arrangement of associated vehicle financing; the sale of service and insurance contracts; the performance of vehicle maintenance and repair services; and the sale of vehicle parts. The team has begun its review of a sample of associated contracts and other related documents, but currently, has not quantified an estimated impact of changes, if any, to its current revenue recognition policies and practices. The Company’s implementation team is in the preliminary stages of evaluating the additional disclosure requirements of the ASU, as well as the change, if any, to the Company’s underlying accounting and financial reporting systems and processes necessary to support the recognition and disclosure requirements. The Company expects to identify and implement the necessary changes, if any, during 2017. At this time, based on this review, the Company does not expect the adoption to materially impact its consolidated financial statements. The Company currently expects to adopt the amendments of this ASU during the first fiscal quarter of 2018, as a cumulative effect adjustment as of the date of adoption, but will not make a final decision on the adoption method until later in 2017. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) Simplifying the Measurement of Inventory. The amendments in the accounting standard replace the lower of cost or market test with a lower of cost and net realizable value test. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2016. Earlier application is permitted as of the beginning of an interim or annual reporting period. The Company expects to adopt the amendments of this ASU during the first fiscal quarter of 2017 and does not expect the adoption to materially impact its consolidated financial statements or results of operations. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The amendments in this ASU relate to the accounting for leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of evaluating the impact that adoption will have on its consolidated balance sheet and statement of income. However, the Company expects that the adoption of the provisions of the ASU will have a significant impact on its consolidated balance sheet, as currently about half of its real estate is rented, not owned, via operating leases. Adoption of this ASU is required to be done using a modified retrospective approach. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . The amendment addresses several aspects of the accounting for share-based payment award transactions, including: income tax consequences; classification of awards as either equity or liabilities; and classification on the statement of cash flows. This standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. The Company expects to adopt the amendments of this ASU during the first fiscal quarter of 2017 and does not expect the adoption to materially impact its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments . The amendment replaces the current incurred loss impairment methodology of recognizing credit losses when a loss is probable, with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to assess credit loss estimates. The standard will be effective for fiscal years beginning after December 15, 2019, with early adoption permitted for periods after December 15, 2018. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements or results of operations. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The amendment addresses several specific cash flow issues with the objective of reducing the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force . The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU do not provide a definition of restricted cash or restricted cash equivalents. The standard will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies and Estimates Variable Interest Entity Policy (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities [Table Text Block] |
Derivative Instruments and Ri34
Derivative Instruments and Risk Management Activities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Amount of Unrealized Gain, Net of Tax, Recognized in Other Comprehensive Income | Amount of Unrealized Gain (Loss), Net of Tax, Recognized in OCI Year Ended December 31, 2016 2015 2014 (In thousands) Derivatives in Cash Flow Hedging Relationship Interest rate swap contracts $ 1,728 $ (9,856 ) $ (11,153 ) Amount of Loss Reclassified from OCI into Statement of Operations Year Ended December 31, 2016 2015 2014 (In thousands) Location of Loss Reclassified from OCI into Statements of Operations Floorplan interest expense $ (11,097 ) $ (11,486 ) $ (9,837 ) Other interest expense (2,332 ) (1,814 ) (1,513 ) |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Restricted Stock Awards | Awards Weighted Average Grant Date Fair Value Nonvested at December 31, 2015 893,360 $ 69.16 Granted 274,352 54.68 Vested (274,680 ) 59.97 Forfeited (42,610 ) 73.34 Nonvested at December 31, 2016 850,422 $ 67.25 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings per share | The following table sets forth the calculation of EPS for the years ended December 31, 2016 , 2015 , and 2014 : Year Ended December 31, 2016 2015 2014 (In thousands, except per share amounts) Weighted average basic common shares outstanding 21,161 23,148 23,380 Dilutive effect of contingently convertible notes and warrants — — 1,499 Dilutive effect of employee stock purchases, net of assumed repurchase of treasury stock 9 4 6 Weighted average dilutive common shares outstanding 21,170 23,152 24,885 Basic: Net income $ 147,065 $ 93,999 $ 93,004 Less: Earnings allocated to participating securities 5,871 3,595 3,643 Earnings available to basic common shares $ 141,194 $ 90,404 $ 89,361 Basic earnings per common share $ 6.67 $ 3.91 $ 3.82 Diluted: Net income $ 147,065 $ 93,999 $ 93,004 Less: Earnings allocated to participating securities 5,869 3,595 3,468 Earnings available to diluted common shares $ 141,196 $ 90,404 $ 89,536 Diluted earnings per common share $ 6.67 $ 3.90 $ 3.60 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income before income taxes by geographic area | Income/(loss) before income taxes by geographic area was as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Domestic $ 222,178 $ 231,798 $ 174,964 Foreign 5,193 (49,627 ) (10,564 ) Total income before income taxes $ 227,371 $ 182,171 $ 164,400 |
Federal, state and foreign income taxes | Federal, state and foreign income tax provisions/(benefits) were as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Federal: Current $ 57,321 $ 66,973 $ 49,590 Deferred 18,704 15,528 22,549 State: Current 4,636 5,165 4,849 Deferred 1,878 1,768 727 Foreign: Current 4,187 4,150 4,638 Deferred (6,420 ) (5,412 ) (10,957 ) Provision for income taxes $ 80,306 $ 88,172 $ 71,396 |
Difference between the income tax computation by the company and the statutory body | Actual income tax expense differed from income tax expense computed by applying the U.S. federal statutory corporate tax rate of 35% to income before income taxes in 2016 , 2015 and 2014 as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Provision at the U.S. federal statutory rate $ 79,580 $ 63,760 $ 57,540 Increase (decrease) resulting from: State income tax, net of benefit for federal deduction 4,230 4,448 5,267 Foreign income tax rate differential (2,799 ) (2,002 ) (3,188 ) Employment credits (821 ) (407 ) (481 ) Changes in valuation allowances 749 14,667 9,507 Non-deductible goodwill 34 4,651 — Deductible goodwill — — (10,209 ) Stock-based compensation 368 386 245 Convertible debt redemption — — 9,727 Other (1,035 ) 2,669 2,988 Provision for income taxes $ 80,306 $ 88,172 $ 71,396 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of these temporary differences representing deferred tax assets/liabilities resulted principally from the following: December 31, 2016 2015 (In thousands) Deferred tax assets: Loss reserves and accruals $ 59,884 $ 53,747 Interest rate swaps 5,598 11,671 Goodwill and intangible franchise rights 5,907 7,621 U.S. state net operating loss (“NOL”) carryforwards 16,848 17,413 Depreciation expense 775 — Foreign NOL carryforwards 34,946 20,408 Deferred tax assets 123,958 110,860 Valuation allowance on deferred tax assets (53,946 ) (46,547 ) Net deferred tax assets $ 70,012 $ 64,313 Deferred tax liabilities: Goodwill and intangible franchise rights $ (160,439 ) $ (143,509 ) Depreciation expense (64,465 ) (53,619 ) Deferred gain on bond redemption (1,023 ) (1,535 ) Other (3,317 ) (1,060 ) Deferred tax liabilities (229,244 ) (199,723 ) Net deferred tax liability $ (159,232 ) $ (135,410 ) |
Accounts and Notes Receivable (
Accounts and Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Accounts and notes receivable | The Company’s accounts and notes receivable consisted of the following: December 31, 2016 2015 (In thousands) Amounts due from manufacturers $ 95,754 $ 93,206 Parts and service receivables 35,318 32,479 Finance and insurance receivables 24,866 22,374 Other 20,322 12,913 Total accounts and notes receivable 176,260 160,972 Less allowance for doubtful accounts 2,896 3,204 Accounts and notes receivable, net $ 173,364 $ 157,768 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of inventories | The Company’s inventories consisted of the following: December 31, 2016 2015 (In thousands) New vehicles $ 1,156,383 $ 1,262,797 Used vehicles 294,812 275,508 Rental vehicles 131,080 134,509 Parts, accessories and other 77,762 72,917 Total inventories 1,660,037 1,745,731 Less lower of cost or market reserves 8,222 7,980 Inventories, net $ 1,651,815 $ 1,737,751 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | The Company’s property and equipment consisted of the following: Estimated Useful Lives in Years December 31, 2016 2015 (In thousands) Land — $ 400,163 $ 364,475 Buildings 25 to 50 553,961 505,414 Leasehold improvements varies 170,060 155,585 Machinery and equipment 7 to 20 100,164 90,993 Furniture and fixtures 3 to 10 87,691 82,688 Company vehicles 3 to 5 11,632 11,603 Construction in progress — 66,658 58,361 Total 1,390,329 1,269,119 Less accumulated depreciation and amortization 264,446 235,138 Property and equipment, net $ 1,125,883 $ 1,033,981 |
Credit Facilities (Tables)
Credit Facilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Line of Credit Facility [Abstract] | |
Outstanding balances under financing arrangements | The outstanding balances under these financing arrangements were as follows: December 31, 2016 2015 (In thousands) Floorplan notes payable — credit facility and other New vehicles $ 941,913 $ 1,094,130 Used vehicles 160,070 142,703 Rental vehicles 29,735 24,773 Floorplan offset (59,626 ) (110,759 ) Total floorplan notes payable - credit facility 1,072,092 1,150,847 Other floorplan notes payable 4,936 4,113 Total floorplan notes payable - credit facility and other $ 1,077,028 $ 1,154,960 Floorplan notes payable — manufacturer affiliates FMCC Facility $ 175,244 $ 196,807 Floorplan offset (25,500 ) (25,500 ) Total FMCC Facility 149,744 171,307 Foreign and rental vehicles 217,417 192,264 Total floorplan notes payable — manufacturer affiliates $ 367,161 $ 363,571 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Instrument [Line Items] | |
Summary of long-term debt | The Company carries its long-term debt at face value, net of applicable discounts and capitalized debt issuance costs. Long-term debt consisted of the following: December 31, 2016 2015 (In thousands) 5.00% Senior Notes (aggregate principal of $550,000 at December 31, 2016 and 2015) $ 540,465 $ 538,933 5.25% Senior Notes (aggregate principal of $300,000 at December 31, 2016 and 2015) 295,591 295,156 Real Estate Related and Other Long-Term Debt 385,358 365,564 Capital lease obligations related to real estate, maturing in varying amounts through June 2034 with a weighted average interest rate of 9.9% 47,613 51,902 1,269,027 1,251,555 Less current maturities of other long-term debt 56,218 52,021 $ 1,212,809 $ 1,199,534 |
Schedule of Maturities of Long-term Debt [Table Text Block] | The aggregate annual maturities of long-term debt, excluding unamortized capitalized debt issuance costs of $4.1 million , for the next five years are as follows: Total (In thousands) Year Ended December 31, 2017 $ 56,506 2018 33,434 2019 80,133 2020 41,683 2021 52,481 Thereafter 1,008,935 Total $ 1,273,172 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Asset and liabilities recorded at fair value | Asset and liabilities recorded at fair value, within Level 2 of the hierarchy framework, in the accompanying balance sheets as of December 31, 2016 and 2015 , respectively, were as follows: As of December 31, 2016 2015 (In thousands) Assets: Investments $ 3,254 $ 4,235 Demand obligations 12 131 Interest rate derivative financial instruments 9,484 31 Total $ 12,750 $ 4,397 Liabilities: Interest rate derivative financial instruments $ 24,411 $ 31,153 Total $ 24,411 $ 31,153 |
Intangible Franchise Rights a44
Intangible Franchise Rights and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Roll-forward of intangible franchise rights and goodwill accounts | The following is a roll-forward of the Company’s intangible franchise rights and goodwill accounts by reportable segment: Intangible Franchise Rights U.S. U.K. Brazil Total (In thousands) BALANCE, December 31, 2014 $ 257,502 $ 8,157 $ 38,288 $ 303,947 Additions through acquisitions 49,432 — — 49,432 Disposals (3,188 ) — — (3,188 ) Impairments (18,087 ) — (12,024 ) (30,111 ) Currency translation — (384 ) (12,108 ) (12,492 ) BALANCE, December 31, 2015 285,659 7,773 14,156 307,588 Additions through acquisitions — 12,833 — 12,833 Disposals (5,203 ) — — (5,203 ) Impairments (19,922 ) — (9,901 ) (29,823 ) Currency translation — (3,269 ) 2,750 (519 ) BALANCE, December 31, 2016 $ 260,534 $ 17,337 $ 7,005 $ 284,876 The decrease in the Company’s intangible franchise rights in 2016 was primarily related to impairments in the U.S. and Brazil reportable segments of $19.9 million and $9.9 million , respectively, as a result of the Company’s interim and annual impairment assessments. These impairments were partially offset by the addition of franchise rights associated with the purchase of 12 dealerships in the U.K. reportable segment. The increase in the Company’s intangible franchise rights in 2015 was primarily related to the acquisitions in the U.S. described below, substantially offset by non-cash impairments recognized in Brazil. Goodwill U.S. U.K. Brazil Total (In thousands) BALANCE, December 31, 2014 $ 700,642 $ 35,138 $ 94,597 $ 830,377 (1) Additions through acquisitions 115,317 — — 115,317 Purchase price allocation adjustments (73 ) 1,930 — 1,857 Disposals (6,088 ) — — (6,088 ) Impairments — — (55,386 ) (55,386 ) Currency translation — (1,748 ) (29,391 ) (31,139 ) Tax adjustments (23 ) — — (23 ) BALANCE, December 31, 2015 809,775 35,320 9,820 854,915 (2) Additions through acquisitions — 31,644 1,855 33,499 Purchase price allocation adjustments 28 1,024 — 1,052 Disposals (3,868 ) — (191 ) (4,059 ) Currency translation — (10,934 ) 2,290 (8,644 ) BALANCE, December 31, 2016 $ 805,935 $ 57,054 $ 13,774 $ 876,763 (2) |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments for non-cancelable operating leases as of December 31, 2016 , are as follows: Total (In thousands) Year Ended December 31, 2017 $ 56,706 2018 46,939 2019 41,669 2020 36,340 2021 30,115 Thereafter 182,701 Total (1) $ 394,470 (1) Includes $2.4 million of future, non-cancelable sublease payments to be received. |
Accumulated Other Comprehensi46
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Changes in the balances of each component of accumulated other comprehensive income | Changes in the balances of each component of accumulated other comprehensive income for the years ended December 31, 2016 , 2015 and 2014 are as follows: Accumulated Loss on Foreign Currency Translation Accumulated Gain (Loss) on Interest Rate Swaps Accumulated Other Comprehensive Loss (In thousands) BALANCE, December 31, 2013 $ (37,827 ) $ (13,850 ) $ (51,677 ) Other comprehensive loss, net of tax (26,248 ) (4,059 ) (30,307 ) BALANCE, December 31, 2014 (64,075 ) (17,909 ) (81,984 ) Other comprehensive loss, net of tax (54,457 ) (1,543 ) (56,000 ) BALANCE, December 31, 2015 (118,532 ) (19,452 ) (137,984 ) Other comprehensive (loss) income, net of tax (19,081 ) 10,121 (8,960 ) BALANCE, December 31, 2016 $ (137,613 ) $ (9,331 ) $ (146,944 ) |
Segment Information Segment I47
Segment Information Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Reportable segment revenue, gross profit, SG&A, depreciation and amortization expense, asset impairment, floorplan interest expense, other interest expense, benefit (provision) for income taxes, net income (loss) and capital expenditures were as follows for the years ended December 31, 2016 , 2015 and 2014 : Year Ended December 31, 2016 U.S. U.K. Brazil Total (In thousands) New vehicle retail sales $ 4,766,047 $ 987,538 $ 292,490 $ 6,046,075 Used vehicle retail sales 2,242,508 434,203 81,002 2,757,713 Used vehicle wholesale sales 276,710 121,747 3,406 401,863 Parts and service 1,071,651 143,362 46,294 1,261,307 Finance, insurance and other, net 377,756 36,305 6,593 420,654 Total revenues 8,734,672 1,723,155 429,785 10,887,612 Gross profit 1,355,349 192,982 46,738 1,595,069 Selling, general and administrative expense 965,139 (1) 158,636 46,988 (3) 1,170,763 Depreciation and amortization expense 43,472 6,594 1,168 51,234 Asset impairment 21,794 201 10,843 32,838 Floorplan interest expense (40,444 ) (4,222 ) (261 ) (44,927 ) Other interest expense, net (62,320 ) (5,197 ) (419 ) (67,936 ) Income (loss) before income taxes 222,180 18,132 (12,941 ) 227,371 (Provision) benefit for income taxes (82,541 ) (3,697 ) 5,932 (80,306 ) Net income (loss) 139,639 (2) 14,435 (7,009 ) (4) 147,065 Capital expenditures $ 86,692 $ 12,602 $ 1,312 $ 100,606 (1) Includes the following, pre-tax: gain on OEM settlement of $11.7 million , loss due to catastrophic events of $5.9 million , a net gain on real estate and dealership transactions of $2.7 million , and severance costs of $1.8 million . (2) Includes the following, after tax: non-cash asset impairment charges of $13.5 million , gain on OEM settlement of $7.3 million , loss due to catastrophic events of $3.7 million , net gain on real estate and dealership transactions of $1.7 million , and severance costs of $1.2 million . (3) Includes pre-tax loss on real estate and dealership transactions of $0.8 million . (4) Includes after-tax non-cash asset impairment charge of $6.9 million and a foreign deferred income tax benefit of $1.7 million . Year Ended December 31, 2015 U.S. U.K. Brazil Total (In thousands) New vehicle retail sales $ 4,989,290 $ 641,888 $ 370,128 $ 6,001,306 Used vehicle retail sales 2,204,728 351,311 82,930 2,638,969 Used vehicle wholesale sales 289,580 100,706 6,965 397,251 Parts and service 1,032,960 102,183 51,050 1,186,193 Finance, insurance and other, net 377,432 24,117 7,237 408,786 Total revenues 8,893,990 1,220,205 518,310 10,632,505 Gross profit 1,338,947 137,646 57,379 1,533,972 Selling, general and administrative expense 958,608 (1) 108,719 53,506 1,120,833 Depreciation and amortization expense 41,220 4,307 1,712 47,239 Asset impairment 18,983 330 68,249 87,562 Floorplan interest expense (36,062 ) (2,276 ) (926 ) (39,264 ) Other interest expense, net (52,277 ) (3,135 ) (1,491 ) (56,903 ) Income (loss) before income taxes 231,797 18,879 (68,505 ) 182,171 (Provision) benefit for income taxes (89,433 ) (3,655 ) 4,916 (88,172 ) Net income (loss) 142,364 (2) 15,224 (63,589 ) (3) 93,999 Capital expenditures $ 97,504 $ 9,395 $ 333 $ 107,232 (1) Includes the following, pre-tax: loss due to catastrophic events of $1.6 million , a net gain on real estate and dealership transactions of $8.9 million , and legal items of $1.0 million . (2) Includes the following, after tax: loss due to catastrophic events of $1.0 million , net gain on real estate and dealership transactions of $5.5 million , and non-cash asset impairment charges of $12.0 million . (3) Includes after-tax non-cash asset impairment charges of $62.4 million . Year Ended December 31, 2014 U.S. U.K. Brazil Total (In thousands) New vehicle retail sales $ 4,669,512 $ 519,137 $ 552,970 $ 5,741,619 Used vehicle retail sales 1,923,740 283,147 117,981 2,324,868 Used vehicle wholesale sales 279,074 82,235 17,834 379,143 Parts and service 966,672 83,747 75,275 1,125,694 Finance, insurance and other, net 336,243 18,986 11,336 366,565 Total revenues 8,175,241 987,252 775,396 9,937,889 Gross profit 1,245,907 115,393 86,638 1,447,938 Selling, general and administrative expense 891,693 (1) 90,427 79,844 1,061,964 Depreciation and amortization expense 36,701 3,403 2,240 42,344 Asset impairment 15,570 — 25,950 41,520 Floorplan interest expense (34,060 ) (1,662 ) (5,892 ) (41,614 ) Other interest expense, net (46,516 ) (2,065 ) (1,112 ) (49,693 ) Income before income taxes 174,964 17,836 (28,400 ) 164,400 Provision for income taxes (77,715 ) (3,561 ) 9,880 (2) (71,396 ) Net income (loss) 97,249 14,275 (18,520 ) 93,004 Capital expenditures $ 88,774 $ 3,679 $ 5,256 $ 97,709 (1) Includes the following, pre-tax: loss due to catastrophic events of $2.8 million and a gain on real estate and dealership transactions of $13.8 million . (2) Includes the tax impact of conversion of non-deductible goodwill to deductible goodwill for $3.4 million . |
Schedule of Segment Reporting, by Segment, Goodwill and Intangible Assets [Table Text Block] | oodwill and intangible franchise rights and total assets by reportable segment were as follows: As of December 31, 2016 U.S. U.K. Brazil Total (In thousands) Goodwill and intangible franchise rights $ 1,066,469 $ 74,391 $ 20,779 $ 1,161,639 Total assets $ 3,855,701 $ 482,937 $ 123,265 $ 4,461,903 As of December 31, 2015 U.S. U.K. Brazil Total (In thousands) Goodwill and intangible franchise rights $ 1,095,434 $ 43,093 $ 23,976 $ 1,162,503 Total assets $ 3,923,001 $ 358,476 $ 115,239 $ 4,396,716 |
Selected Quarterly Financial 48
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | Quarter First Second Third Fourth Full Year (In thousands, except per share data) Year Ended December 31, 2016 Total revenues $ 2,608,355 $ 2,782,449 $ 2,823,176 $ 2,673,632 $ 10,887,612 Gross profit 389,101 410,119 406,668 389,181 1,595,069 Net income 34,291 46,580 35,366 30,828 147,065 Basic earnings per share (1) 1.47 2.12 1.65 1.44 6.67 Diluted earnings per share (1) 1.47 2.12 1.65 1.44 6.67 2015 Total revenues $ 2,432,854 $ 2,726,480 $ 2,800,569 $ 2,672,602 $ 10,632,505 Gross profit 363,884 391,573 398,382 380,133 1,533,972 Net income 35,815 46,310 45,261 (33,387 ) 93,999 Basic earnings per share (1) 1.47 1.91 1.88 (1.41 ) 3.91 Diluted earnings per share (1) 1.47 1.91 1.88 (1.41 ) 3.90 (1) The sum of the quarterly income per share amounts may not equal the annual amount reported, as per share amounts are computed independently for each quarter and for the full year based on the respective weighted average common shares outstanding. |
Condensed Consolidated Financ49
Condensed Consolidated Financial Information Condensed Consolidated Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Balance Sheet [Table Text Block] | CONDENSED CONSOLIDATED BALANCE SHEET December 31, 2016 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 8,039 $ 12,953 $ — $ 20,992 Contracts-in-transit and vehicle receivables, net — 241,097 28,411 — 269,508 Accounts and notes receivable, net — 140,985 32,379 — 173,364 Intercompany accounts receivable — 8,929 — (8,929 ) — Inventories, net — 1,386,871 264,944 — 1,651,815 Prepaid expenses and other current assets 516 7,188 27,204 — 34,908 Total current assets 516 1,793,109 365,891 (8,929 ) 2,150,587 PROPERTY AND EQUIPMENT, net — 990,084 135,799 — 1,125,883 GOODWILL — 805,935 70,828 — 876,763 INTANGIBLE FRANCHISE RIGHTS — 260,534 24,342 — 284,876 INVESTMENT IN SUBSIDIARIES 2,787,328 — — (2,787,328 ) — OTHER ASSETS — 19,313 4,481 — 23,794 Total assets $ 2,787,844 $ 3,868,975 $ 601,341 $ (2,796,257 ) $ 4,461,903 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,131,718 $ 4,936 $ — $ 1,136,654 Offset account related to floorplan notes payable - credit facility — (59,626 ) — — (59,626 ) Floorplan notes payable — manufacturer affiliates — 281,747 110,914 — 392,661 Offset account related to floorplan notes payable - manufacturer affiliates — (25,500 ) — — (25,500 ) Current maturities of long-term debt and short-term financing — 44,659 27,760 — 72,419 Current liabilities from interest rate risk management activities — 3,941 — — 3,941 Accounts payable — 211,050 145,049 — 356,099 Intercompany accounts payable 875,662 — 8,929 (884,591 ) — Accrued expenses — 156,648 19,821 — 176,469 Total current liabilities 875,662 1,744,637 317,409 (884,591 ) 2,053,117 LONG-TERM DEBT, net of current maturities 836,056 324,540 52,213 — 1,212,809 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 20,470 — — 20,470 DEFERRED INCOME TAXES AND OTHER LIABILITIES (1,020 ) 240,348 5,979 — 245,307 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,077,146 2,414,642 225,740 (2,787,328 ) 930,200 Intercompany note receivable — (875,662 ) — 875,662 — Total stockholders’ equity 1,077,146 1,538,980 225,740 (1,911,666 ) 930,200 Total liabilities and stockholders’ equity $ 2,787,844 $ 3,868,975 $ 601,341 $ (2,796,257 ) $ 4,461,903 CONDENSED CONSOLIDATED BALANCE SHEET December 31, 2015 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 6,338 $ 6,699 $ — $ 13,037 Contracts-in-transit and vehicle receivables, net — 233,275 19,163 — 252,438 Accounts and notes receivable, net — 132,078 25,690 — 157,768 Intercompany accounts receivable — 1,192 — (1,192 ) — Inventories, net — 1,533,166 204,585 — 1,737,751 Prepaid expenses and other current assets 5,312 8,946 13,118 — 27,376 Total current assets 5,312 1,914,995 269,255 (1,192 ) 2,188,370 PROPERTY AND EQUIPMENT, net — 916,338 117,643 — 1,033,981 GOODWILL — 809,775 45,140 — 854,915 INTANGIBLE FRANCHISE RIGHTS — 285,659 21,929 — 307,588 INVESTMENT IN SUBSIDIARIES 2,388,081 — — (2,388,081 ) — OTHER ASSETS — 5,950 5,912 — 11,862 Total assets $ 2,393,393 $ 3,932,717 $ 459,879 $ (2,389,273 ) $ 4,396,716 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,261,606 $ 4,113 $ — $ 1,265,719 Offset account related to floorplan notes payable - credit facility — (110,759 ) — — (110,759 ) Floorplan notes payable — manufacturer affiliates — 303,810 85,261 — 389,071 Offset account related to floorplan notes payable - manufacturer affiliates — (25,500 ) — — (25,500 ) Current maturities of long-term debt and short-term financing — 47,015 7,976 — 54,991 Accounts payable — 178,544 101,879 — 280,423 Intercompany accounts payable 503,333 — 1,192 (504,525 ) — Accrued expenses — 167,509 17,814 — 185,323 Total current liabilities 503,333 1,822,225 218,235 (504,525 ) 2,039,268 LONG-TERM DEBT, net of current maturities 834,090 300,788 64,656 — 1,199,534 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 31,153 — — 31,153 DEFERRED INCOME TAXES AND OTHER LIABILITIES (265 ) 203,824 4,950 — 208,509 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,056,235 2,078,060 172,038 (2,388,081 ) 918,252 Intercompany note receivable — (503,333 ) — 503,333 — Total stockholders’ equity 1,056,235 1,574,727 172,038 (1,884,748 ) 918,252 Total liabilities and stockholders’ equity $ 2,393,393 $ 3,932,717 $ 459,879 $ (2,389,273 ) $ 4,396,716 |
Condensed Income Statement [Table Text Block] | CONDENSED CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31, 2016 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) REVENUES: $ — $ 8,734,673 $ 2,152,939 $ — $ 10,887,612 COST OF SALES: — 7,379,323 1,913,220 — 9,292,543 GROSS PROFIT — 1,355,350 239,719 — 1,595,069 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,722 954,495 213,546 — 1,170,763 DEPRECIATION AND AMORTIZATION EXPENSE — 43,472 7,762 — 51,234 ASSET IMPAIRMENTS — 21,794 11,044 — 32,838 INCOME (LOSS) FROM OPERATIONS (2,722 ) 335,589 7,367 — 340,234 OTHER EXPENSE: Floorplan interest expense — (40,444 ) (4,483 ) — (44,927 ) Other interest expense, net — (64,870 ) (3,066 ) — (67,936 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (2,722 ) 230,275 (182 ) — 227,371 BENEFIT (PROVISION) FOR INCOME TAXES 1,020 (83,560 ) 2,234 — (80,306 ) EQUITY IN EARNINGS OF SUBSIDIARIES 148,767 — — (148,767 ) — NET INCOME (LOSS) $ 147,065 $ 146,715 $ 2,052 $ (148,767 ) $ 147,065 COMPREHENSIVE INCOME (LOSS) 10,121 (19,081 ) (8,960 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 147,065 $ 156,836 $ (17,029 ) $ (148,767 ) $ 138,105 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31, 2015 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) REVENUES: $ — $ 8,893,990 $ 1,738,515 $ — $ 10,632,505 COST OF SALES: — 7,555,043 1,543,490 — 9,098,533 GROSS PROFIT — 1,338,947 195,025 — 1,533,972 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 3,024 950,268 167,541 — 1,120,833 DEPRECIATION AND AMORTIZATION EXPENSE — 41,220 6,019 — 47,239 ASSET IMPAIRMENTS — 18,899 68,663 — 87,562 INCOME (LOSS) FROM OPERATIONS (3,024 ) 328,560 (47,198 ) — 278,338 OTHER EXPENSE: Floorplan interest expense — (36,063 ) (3,201 ) — (39,264 ) Other interest income (expense), net 2,320 (52,276 ) (6,947 ) — (56,903 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (704 ) 240,221 (57,346 ) — 182,171 BENEFIT (PROVISION) FOR INCOME TAXES 264 (89,698 ) 1,262 — (88,172 ) EQUITY IN EARNINGS OF SUBSIDIARIES 94,439 — — (94,439 ) — NET INCOME (LOSS) $ 93,999 $ 150,523 $ (56,084 ) $ (94,439 ) 93,999 COMPREHENSIVE LOSS — (1,543 ) (54,457 ) — (56,000 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 93,999 $ 148,980 $ (110,541 ) $ (94,439 ) 37,999 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31, 2014 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) REVENUES: $ — $ 8,175,242 $ 1,762,647 $ — $ 9,937,889 COST OF SALES: — 6,929,334 1,560,617 — 8,489,951 GROSS PROFIT — 1,245,908 202,030 — 1,447,938 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,796 883,442 175,726 — 1,061,964 DEPRECIATION AND AMORTIZATION EXPENSE — 36,701 5,643 — 42,344 ASSET IMPAIRMENTS — 15,571 25,949 — 41,520 INCOME (LOSS) FROM OPERATIONS (2,796 ) 310,194 (5,288 ) — 302,110 OTHER EXPENSE: Floorplan interest expense — (34,061 ) (7,553 ) — (41,614 ) Other interest income (expense), net 2,272 (46,517 ) (5,448 ) — (49,693 ) Loss on extinguishment of long-term debt — (46,403 ) — — (46,403 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (524 ) 183,213 (18,289 ) — 164,400 BENEFIT (PROVISION) FOR INCOME TAXES 196 (77,911 ) 6,319 — (71,396 ) EQUITY IN EARNINGS OF SUBSIDIARIES 93,332 — — (93,332 ) — NET INCOME (LOSS) $ 93,004 $ 105,302 $ (11,970 ) $ (93,332 ) 93,004 COMPREHENSIVE LOSS — (4,059 ) (26,248 ) — (30,307 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 93,004 $ 101,243 $ (38,218 ) $ (93,332 ) $ 62,697 |
Condensed Cash Flow Statement [Table Text Block] | CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31, 2016 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 147,065 $ 238,552 $ (760 ) $ 384,857 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — — (57,327 ) (57,327 ) Proceeds from disposition of franchises, property and equipment — 35,317 1,526 36,843 Purchases of property and equipment, including real estate — (138,263 ) (18,258 ) (156,521 ) Other — 2,748 217 2,965 Net cash used in investing activities — (100,198 ) (73,842 ) (174,040 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 6,597,406 — 6,597,406 Repayments on credit facility - floorplan line and other — (6,676,161 ) — (6,676,161 ) Borrowings on credit facility - acquisition line 220,020 — — 220,020 Repayment on credit facility - acquisition line (220,020 ) — — (220,020 ) Debt issue costs (2,997 ) (516 ) — (3,513 ) Borrowings on other debt — — 49,972 49,972 Principal payments on other debt — (923 ) (45,005 ) (45,928 ) Borrowings on debt related to real estate — 42,654 — 42,654 Principal payments on debt related to real estate loans — (20,309 ) (5,154 ) (25,463 ) Issuance of common stock to benefit plans, net 3,868 — — 3,868 Repurchases of common stock, amounts based on settlement date (127,606 ) — — (127,606 ) Tax effect from stock-based compensation (249 ) — — (249 ) Dividends paid (19,987 ) — — (19,987 ) Borrowings (repayments) with subsidiaries 399,151 (406,888 ) 7,737 — Investment in subsidiaries (399,245 ) 328,084 71,161 — Net cash (used in) provided by financing activities (147,065 ) (136,653 ) 78,711 (205,007 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 2,145 2,145 NET DECREASE IN CASH AND CASH EQUIVALENTS — 1,701 6,254 7,955 CASH AND CASH EQUIVALENTS, beginning of period — 6,338 6,699 13,037 CASH AND CASH EQUIVALENTS, end of period $ — $ 8,039 $ 12,953 $ 20,992 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31, 2015 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ 93,999 $ 49,710 $ (2,662 ) $ 141,047 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (212,252 ) — (212,252 ) Proceeds from disposition of franchises, property and equipment — 40,833 748 41,581 Purchases of property and equipment, including real estate — (97,009 ) (23,243 ) (120,252 ) Other — 6,421 — 6,421 Net cash used in investing activities — (262,007 ) (22,495 ) (284,502 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 7,557,237 — 7,557,237 Repayments on credit facility - floorplan line and other — (7,504,516 ) — (7,504,516 ) Borrowings on credit facility - acquisition line 489,548 — — 489,548 Repayment on credit facility - acquisition line (557,696 ) — — (557,696 ) Net borrowings of 5.25% Senior Unsecured Notes 296,250 — — 296,250 Debt issue costs — (788 ) — (788 ) Borrowings on other debt — 451 59,404 59,855 Principal payments on other debt — (1,386 ) (62,383 ) (63,769 ) Borrowings on debt related to real estate — 9,596 22,430 32,026 Principal payments on debt related to real estate loans — (68,234 ) (3,845 ) (72,079 ) Issuance of common stock to benefit plans, net 214 — — 214 Repurchases of common stock, amounts based on settlement date (97,473 ) — — (97,473 ) Tax effect from stock-based compensation — 2,142 — 2,142 Dividends paid (19,942 ) — — (19,942 ) Borrowings (repayments) with subsidiaries 220,281 (211,236 ) (9,045 ) — Investment in subsidiaries (425,181 ) 409,990 15,191 — Net cash (used in) provided by financing activities (93,999 ) 193,256 21,752 121,009 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (5,492 ) (5,492 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — (19,041 ) (8,897 ) (27,938 ) CASH AND CASH EQUIVALENTS, beginning of period — 25,379 15,596 40,975 CASH AND CASH EQUIVALENTS, end of period $ — $ 6,338 $ 6,699 $ 13,037 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31, 2014 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (327 ) $ 235,236 $ (36,621 ) $ 198,288 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (306,364 ) (30,187 ) (336,551 ) Proceeds from disposition of franchises, property and equipment — 141,147 3,450 144,597 Purchases of property and equipment, including real estate — (140,407 ) (9,985 ) (150,392 ) Other — (4,705 ) — (4,705 ) Net cash used in investing activities — (310,329 ) (36,722 ) (347,051 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 7,832,014 — 7,832,014 Repayments on credit facility - floorplan line and other — (7,802,719 ) — (7,802,719 ) Borrowings on credit facility - acquisition line 389,368 — — 389,368 Repayment on credit facility - acquisition line (379,681 ) — — (379,681 ) Net borrowings of 5.00% Senior Unsecured Notes 539,600 — — 539,600 Debt issue costs (1,881 ) — — (1,881 ) Repurchase of 3.00% Convertible Notes (260,074 ) — — (260,074 ) Proceeds from Call/Warrant Unwind related to 3.00% Convertible Notes 32,697 — — 32,697 Conversion and redemption of 2.25% Convertible Notes (182,756 ) — — (182,756 ) Borrowings of other debt — — 91,137 91,137 Principal payments of other debt — — (85,905 ) (85,905 ) Principal payments of long-term debt related to real estate loans — (43,060 ) (16,890 ) (59,950 ) Borrowings of debt related to real estate — 86,722 25,457 112,179 Issuance of common stock to benefit plans, net (321 ) — — (321 ) Repurchases of common stock, amounts based on settlement date (36,802 ) — — (36,802 ) Tax effect from stock-based compensation — 1,841 — 1,841 Dividends paid (17,097 ) — — (17,097 ) Borrowings (repayments) with subsidiaries 78,199 (141,824 ) 63,625 — Investment in subsidiaries (160,925 ) 161,073 (148 ) — Distributions to parent — 2,119 (2,119 ) — Net cash provided by financing activities 327 96,166 75,157 171,650 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (2,127 ) (2,127 ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS — 21,073 (313 ) 20,760 CASH AND CASH EQUIVALENTS, beginning of period — 4,306 15,909 20,215 CASH AND CASH EQUIVALENTS, end of period $ — $ 25,379 $ 15,596 $ 40,975 |
Annual Financial Information (D
Annual Financial Information (Details Textual) | Dec. 31, 2016 |
Business and Organization [Line Items] | |
Number of domestic regions | 2 |
Number of international regions | 2 |
East [Member] | |
Business and Organization [Line Items] | |
Number of dealerships | 36 |
West [Member] | |
Business and Organization [Line Items] | |
Number of dealerships | 75 |
U.S. | |
Business and Organization [Line Items] | |
Number of States in which Entity Operates | 14 |
U.K. | |
Business and Organization [Line Items] | |
Number of Towns in which Entity Operates | 20 |
Number of dealerships | 30 |
Brazil | |
Business and Organization [Line Items] | |
Number of States in which Entity Operates | 4 |
Number of dealerships | 18 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies and Estimates Summary of Significant Account Policies and Estimates (Details Textuals) | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015 | Mar. 31, 2014 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Reclassified debt issuance costs, current | $ 500,000 | $ 500,000 | |||||||
Value of used vehicle inventory financed | 85.00% | ||||||||
Number of Reportable Segments | 3 | ||||||||
Change in the historical chargeback results used in determining estimates of future amounts | 10.00% | 10.00% | |||||||
Change in the reserve of future amounts | $ 3,800,000 | $ 3,800,000 | |||||||
Restricted cash and short term investments | 85,100,000 | $ 136,300,000 | 85,100,000 | $ 136,300,000 | |||||
Inventory cost reduced for interest assistance received from manufacturers | 9,600,000 | 10,300,000 | 9,600,000 | 10,300,000 | |||||
Reduction in new vehicle cost of sales | $ 49,200,000 | 50,500,000 | $ 49,200,000 | 50,500,000 | $ 45,100,000 | ||||
Number of geographic regions | 4 | ||||||||
Weighted Income approach to determine the fair value of the Company's reporting units | 80.00% | 80.00% | |||||||
Weighted Market approach to determine the fair value of the Company's reporting units | 20.00% | 20.00% | |||||||
Recovery back to normalized levels by 2016 | 17,300,000 | 17,300,000 | |||||||
Advertising expenses | $ 75,300,000 | 74,600,000 | 73,800,000 | ||||||
Reduction in advertising expenses | $ 16,700,000 | 17,300,000 | 16,600,000 | ||||||
Percentage of Company's new vehicle sales volume more than which no other manufacturer accounted for | 2.70% | ||||||||
Accounts Receivable, Gross, Current | $ 176,260,000 | 160,972,000 | $ 176,260,000 | 160,972,000 | |||||
Interest paid | 109,300,000 | 92,000,000 | 80,200,000 | ||||||
Income taxes refundable | $ 56,900,000 | 74,800,000 | 62,300,000 | ||||||
Percentage of change in loss reserve due to change in actuarial loss rate per employee | 10.00% | 10.00% | |||||||
Change in loss reserve due to change in actuarial loss rate per employee | $ 2,100,000 | $ 2,100,000 | |||||||
Maximum payout under first layer | 0 | ||||||||
Limited exposure in no stop loss plan per occurrence | 1,000,000 | ||||||||
Amount Accrued for Stop Loss Plans | 400,000 | 400,000 | |||||||
Amount Accrued for No Stop Loss Plans | 20,400,000 | 20,400,000 | |||||||
Maximum potential loss exposure under all of the Stop Loss Plans before consideration of amounts previously paid or accruals recorded | 34,900,000 | 34,900,000 | |||||||
Remaining potential loss exposure in Stop Loss Plan | 13,600,000 | 13,600,000 | |||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 19,200,000 | $ 10,600,000 | $ 200,000 | 85,500,000 | 30,000,000 | 30,100,000 | $ 31,000,000 | ||
Reclassified debt issuance costs, long-term | 3,600,000 | 3,600,000 | |||||||
Reclassified current deferred tax assets | $ 14,100,000 | $ 14,100,000 | |||||||
Used vehicle days supply | 35 days | ||||||||
FCA US [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Share in company sales volume | 4.00% | ||||||||
Share in company receivable balance | 3.00% | 3.00% | |||||||
Toyota [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Share in company sales volume | 24.90% | ||||||||
Share in company receivable balance | 17.00% | 17.00% | |||||||
BMW [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Share in company sales volume | 13.50% | ||||||||
Share in company receivable balance | 13.00% | 13.00% | |||||||
Ford [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Share in company sales volume | 11.00% | ||||||||
Share in company receivable balance | 9.00% | 9.00% | |||||||
Daimler [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Share in company sales volume | 4.30% | ||||||||
Share in company receivable balance | 14.00% | 14.00% | |||||||
General Motors [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Share in company sales volume | 7.40% | ||||||||
Share in company receivable balance | 15.00% | 15.00% | |||||||
Nissan [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Share in company sales volume | 7.10% | ||||||||
Share in company receivable balance | 6.00% | 6.00% | |||||||
Honda [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Share in company sales volume | 9.90% | ||||||||
Share in company receivable balance | 2.00% | 2.00% | |||||||
Hyundai [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Share in company sales volume | 4.20% | ||||||||
Share in company receivable balance | 3.00% | 3.00% | |||||||
Volkswagen [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Share in company sales volume | 11.00% | ||||||||
Share in company receivable balance | 12.00% | 12.00% | |||||||
5.00% Senior Note [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Unsecured Long-term Debt, Noncurrent | $ 540,465,000 | 538,933,000 | $ 540,465,000 | 538,933,000 | |||||
Long-term Debt, Fair Value | 548,400,000 | 545,900,000 | 548,400,000 | 545,900,000 | |||||
5.25% Senior Note [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Unsecured Long-term Debt, Noncurrent | 295,591,000 | 295,156,000 | 295,591,000 | 295,156,000 | |||||
Long-term Debt, Fair Value | 297,000,000 | 297,800,000 | 297,000,000 | 297,800,000 | |||||
Real Estate Related and Other Long Term Debt [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Other Long-term Debt | $ 385,358,000 | $ 365,564,000 | 385,358,000 | $ 365,564,000 | |||||
Maximum [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Interest assistance received related to vehicles sold | 139.90% | ||||||||
Per Occurrence Company Deductible | 10,000,000 | ||||||||
Aggregate deductible | $ 30,000,000 | ||||||||
Minimum [Member] | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Interest assistance received related to vehicles sold | 90.00% | ||||||||
U.S. | |||||||||
Summary of Significant Accounting Policies and Estimates [Line Items] | |||||||||
Company operates in different states | 14 | 14 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details textuals) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Acquisitions and Dispositions (Textual) [Abstract] | |||
Number of franchises disposed | 10 | ||
Business Acquisition, Cost of Acquired Entity, Purchase Price | $ 61,200 | ||
Cash received in acquisition | 3,900 | ||
Proceeds From Disposition Of Franchise Property And Equipment | 36,843 | $ 41,581 | $ 144,597 |
Payments to Acquire Businesses, Net of Cash Acquired | 57,327 | 212,252 | $ 336,551 |
Net Gain (Loss) on Real Estate and Dealership Transactions | $ 2,200 | $ 8,200 | |
Brazil | |||
Acquisitions and Dispositions (Textual) [Abstract] | |||
Number Of Dealerships Acquired | 1 | ||
Number of franchises disposed | 4 | 2 | |
Number of franchises awarded | 2 | ||
Number of franchises acquired | 1 | ||
Number Of Dealerships Opened | 2 | ||
Net Gain (Loss) on Real Estate and Dealership Transactions | $ (800) | ||
U.S. | |||
Acquisitions and Dispositions (Textual) [Abstract] | |||
Number Of Dealerships Acquired | 3 | ||
Number of dealerships disposed | 2 | ||
Number of franchises disposed | 5 | 1 | |
Net Gain (Loss) on Real Estate and Dealership Transactions | $ 2,700 | $ 9,400 | |
U.K. | |||
Acquisitions and Dispositions (Textual) [Abstract] | |||
Number Of Dealerships Acquired | 12 | ||
Number of franchises disposed | 1 | ||
Number of franchises awarded | 2 | ||
Number of franchises acquired | 15 | ||
Number Of Dealerships Opened | 2 | ||
Net Gain (Loss) on Real Estate and Dealership Transactions | $ (300) |
Derivative Instruments and Ri53
Derivative Instruments and Risk Management Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivatives in cash flow hedging relationship | |||
Interest rate swap contracts | $ 1,728 | $ (9,856) | $ (11,153) |
Location of Loss Reclassified from OCI into Statements of Operations | |||
Income (Loss) Reclassified from OCI into Statements of Operations | 8,393 | 8,313 | 7,094 |
Floorplan Interest Expense [Member] | |||
Location of Loss Reclassified from OCI into Statements of Operations | |||
Income (Loss) Reclassified from OCI into Statements of Operations | (11,097) | (11,486) | (9,837) |
Other Interest Expense [Member] | |||
Location of Loss Reclassified from OCI into Statements of Operations | |||
Income (Loss) Reclassified from OCI into Statements of Operations | $ (2,332) | $ (1,814) | $ (1,513) |
Derivative Instruments and Ri54
Derivative Instruments and Risk Management Activities (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Notional amount | $ 765,300,000 | $ 581,700,000 | ||
Notional amount of interest rate swaps entered into during current year | 335,200,000 | |||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | (8,393,000) | (8,313,000) | $ (7,094,000) | |
Floorplan interest expense | $ 44,927,000 | 39,264,000 | 41,614,000 | |
Derivative, Maturity Date | Dec. 31, 2030 | |||
Maximum Notional Amount Of Derivatives In Effect At Any Time | $ 908,600,000 | |||
Unrealized gain (loss) related to hedges, net of income taxes included in other comprehensive loss | 9,331,000 | $ 19,452,000 | 17,909,000 | $ 13,850,000 |
Amount expected to be reclassified from other comprehensive loss into earnings | $ 12,200,000 | |||
Interest Rate Swap [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Average Fixed Interest Rate | 2.50% | 2.70% | ||
Interest Rate Swaps Forward Starting [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Notional amount | $ 675,000,000 | |||
Derivative, Average Fixed Interest Rate | 2.20% | |||
Notional amount of interest rate swaps entered into during current year | $ 325,000,000 | |||
Number of additional forward interest rate swaps | 13 | |||
Interest Rate Swaps expiring in 2017 [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Notional amount | $ 253,000,000 | |||
Interest Rate Swaps expiring in 2018 [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Notional amount | 153,000,000 | |||
Interest Rate Swaps expiring in 2019 [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Notional amount | 303,100,000 | |||
Interest Rate Swaps expiring in 2020 [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Notional amount | 3,100,000 | |||
Interest Rate Swaps expiring in 2021 [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Notional amount | 11,400,000 | |||
Interest Rate Swaps expiring in 2022 [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Notional amount | 15,200,000 | |||
Expires in 2023 [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Notional amount | $ 26,500,000 | |||
Minimum [Member] | Interest Rate Swaps Forward Starting [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Inception Date | Jan. 1, 2017 | |||
Derivative, Maturity Date | Dec. 31, 2019 | |||
Maximum [Member] | Interest Rate Swaps Forward Starting [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Inception Date | Dec. 31, 2020 | |||
Derivative, Maturity Date | Dec. 31, 2030 | |||
Floorplan Interest Expense [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | $ 11,097,000 | $ 11,486,000 | $ 9,837,000 | |
Fair Value, Inputs, Level 2 [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Fair value of derivative financial instruments included in balance sheet as liabilities from interest risk management activities | 24,411,000 | 31,153,000 | ||
Interest Rate Derivative Assets, at Fair Value | $ 9,484,000 | $ 31,000 |
Stock-Based Compensation Plan55
Stock-Based Compensation Plans (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Restricted Stock Awards | |
Awards, Nonvested at December 31, 2014 | shares | 893,360 |
Awards, Granted | shares | 274,352 |
Awards, Vested | shares | (274,680) |
Awards, Forfeited | shares | (42,610) |
Awards, Nonvested at December 31, 2015 | shares | 850,422 |
Weighted Average Grant Date Fair Value, Nonvested, December 31, 2014 | $ / shares | $ 69.16 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 54.68 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 59.97 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 73.34 |
Weighted Average Grant Date Fair Value, Nonvested, December 31, 2015 | $ / shares | $ 67.25 |
Stock-Based Compensation Plan56
Stock-Based Compensation Plans (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-based Compensation Plans (Textual) [Abstract] | |||
Stock-based compensation cost | $ 21,073 | $ 18,851 | $ 16,012 |
Income tax benefit for stock based compensation arrangements | 6,300 | 5,300 | 4,400 |
Unrecognized compensation cost related to stock based compensation arrangements | $ 41,000 | ||
Weighted average period for recognition of cost | 3 years 2 months 29 days | ||
Cash received from employee stock purchase plan purchases | $ 7,100 | 7,200 | 6,000 |
Tax benefit realized for the tax deductions | 249 | 2,142 | 1,841 |
Increase in financing activities and decrease in operating activities due to tax benefit relating to excess stock based compensation deductions | $ (249) | $ 2,142 | $ 1,841 |
2014 Long Term Incentive Plan [Member] | |||
Stock-based Compensation Plans (Textual) [Abstract] | |||
Expiry date for stock options grant | May 21, 2024 | ||
Shares available for granted under the incentive plan | 1,221,459 | ||
Employee Stock Purchase Plan [Member] | |||
Stock-based Compensation Plans (Textual) [Abstract] | |||
Expiry date for stock options grant | May 19, 2025 | ||
Shares available for granted under the incentive plan | 1,262,543 | ||
Shares authorized under Employee stock option plan | 4,500,000 | ||
Employee stock purchase price in percentage of fair market value | 85.00% | ||
Shares issued to employee under purchase plan | 152,138 | 102,029 | 103,254 |
Weighted average fair value of employee stock purchase rights issued | $ 13.40 | $ 18.56 | $ 15.15 |
Restricted Stock [Member] | |||
Stock-based Compensation Plans (Textual) [Abstract] | |||
Fair value of shares vested | $ 16,500 | $ 13,900 | $ 12,100 |
Restricted Stock [Member] | Maximum [Member] | |||
Stock-based Compensation Plans (Textual) [Abstract] | |||
Range of forfeiture provisions | 5 years |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Undistributed Earnings (Loss) Allocated to Participating Securities, Diluted | $ 5,869 | $ 3,595 | $ 3,468 | ||||||||
Basic and Diluted Earnings per share | |||||||||||
Weighted average basic common shares outstanding | 21,161 | 23,148 | 23,380 | ||||||||
Dilutive effect of contingently convertible notes and warrants | 0 | 0 | 1,499 | ||||||||
Dilutive effect of employee stock purchases, net of assumed repurchase of treasury stock | 9 | 4 | 6 | ||||||||
Weighted average dilutive common shares outstanding | 21,170 | 23,152 | 24,885 | ||||||||
Basic: | |||||||||||
Net income | $ 147,065 | $ 93,999 | $ 93,004 | ||||||||
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | 5,871 | 3,595 | 3,643 | ||||||||
Earnings available to basic common shares | $ 141,194 | $ 90,404 | $ 89,361 | ||||||||
Basic earnings per common share | $ 1.44 | $ 1.65 | $ 2.12 | $ 1.47 | $ (1.41) | $ 1.88 | $ 1.91 | $ 1.47 | $ 6.67 | $ 3.91 | $ 3.82 |
Diluted: | |||||||||||
Net income | $ 147,065 | $ 93,999 | $ 93,004 | ||||||||
Earnings available to diluted common shares | $ 141,196 | $ 90,404 | $ 89,536 | ||||||||
Diluted earnings per common share | $ 1.44 | $ 1.65 | $ 2.12 | $ 1.47 | $ (1.41) | $ 1.88 | $ 1.91 | $ 1.47 | $ 6.67 | $ 3.90 | $ 3.60 |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) | Dec. 31, 2016 |
2.25% Warrants [Member] | |
Earnings Per Share (Textual) [Abstract] | |
Debt interest rate | 2.25% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income before income taxes by geographic area | |||
Domestic | $ 222,178 | $ 231,798 | $ 174,964 |
Foreign | 5,193 | (49,627) | (10,564) |
INCOME BEFORE INCOME TAXES | $ 227,371 | $ 182,171 | $ 164,400 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Federal: | |||
Current | $ 57,321 | $ 66,973 | $ 49,590 |
Deferred | 18,704 | 15,528 | 22,549 |
State: | |||
Current | 4,636 | 5,165 | 4,849 |
Deferred | 1,878 | 1,768 | 727 |
Foreign: | |||
Current | 4,187 | 4,150 | 4,638 |
Deferred | (6,420) | (5,412) | (10,957) |
Provision for income taxes | $ 80,306 | $ 88,172 | $ 71,396 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Difference between the income tax computation by the company and the statutory body | |||
Provision at the U.S. federal statutory rate | $ 79,580 | $ 63,760 | $ 57,540 |
Increase (decrease) resulting from: | |||
State income tax, net of benefit for federal deduction | 4,230 | 4,448 | 5,267 |
Foreign income tax rate differential | (2,799) | (2,002) | (3,188) |
Employment credits | (821) | (407) | (481) |
Changes in valuation allowances | 749 | 14,667 | 9,507 |
Nondeductible Goodwill | 34 | 4,651 | 0 |
Income Tax Reconciliation Goodwill created from Restructuring | 0 | 0 | (10,209) |
Stock-based compensation | 368 | 386 | 245 |
Income tax reconciliation convertible debt redemption | 0 | 0 | 9,727 |
Other | (1,035) | 2,669 | 2,988 |
Provision for income taxes | $ 80,306 | $ 88,172 | $ 71,396 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Net deferred tax liabilities comprised | ||
Loss reserves and accruals | $ 59,884 | $ 53,747 |
Interest rate swaps | 5,598 | 11,671 |
Deferred Tax Assets, Goodwill and Intangible Assets | 5,907 | 7,621 |
State net operating loss ("NOL") carryforwards | 16,848 | 17,413 |
Deferred tax assets, depreciation expense | 775 | 0 |
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 34,946 | 20,408 |
Deferred Tax Assets, Gross | 123,958 | 110,860 |
Valuation allowance on state NOL | (53,946) | (46,547) |
Deferred Tax Assets, Net of Valuation Allowance | 70,012 | 64,313 |
Goodwill and intangible franchise rights | (160,439) | (143,509) |
Depreciation expense | (64,465) | (53,619) |
Deferred tax liabilities deferred gain on bond redemption | (1,023) | (1,535) |
Other | (3,317) | (1,060) |
Deferred Tax Liabilities, Gross | (229,244) | (199,723) |
Deferred Tax Liabilities, Net | $ (159,232) | $ (135,410) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes (Textual) [Abstract] | ||||
U.S. federal statutory corporate tax rate | 35.00% | 35.00% | 35.00% | |
Provision for income taxes | $ 80,306 | $ 88,172 | $ 71,396 | |
Effective tax rate | 35.30% | 48.40% | 43.40% | 40.60% |
Deferred Tax Liabilities, Net, Noncurrent | $ 161,502 | $ 136,644 | ||
Provision for deferred taxes on undistributed earnings | 46,000 | |||
Foreign earnings potential tax | 5,900 | |||
No unrecognized tax benefits | 0 | $ 0 | ||
Foreign [Member] | ||||
Income Taxes (Textual) [Abstract] | ||||
Operating Loss Carryforwards | 104,900 | |||
State [Member] | ||||
Income Taxes (Textual) [Abstract] | ||||
Operating Loss Carryforwards | $ 252,600 | |||
Minimum [Member] | ||||
Income Taxes (Textual) [Abstract] | ||||
Operating Loss Carryforwards, Expiration Dates | Dec. 31, 2017 | |||
Maximum [Member] | ||||
Income Taxes (Textual) [Abstract] | ||||
Operating Loss Carryforwards, Expiration Dates | Dec. 31, 2036 |
Accounts and Notes Receivable64
Accounts and Notes Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts and notes receivable | ||
Total accounts and notes receivable | $ 176,260 | $ 160,972 |
Less allowance for doubtful accounts | 2,896 | 3,204 |
Accounts and notes receivable, net | 173,364 | 157,768 |
Amounts due from manufacturers [Member] | ||
Accounts and notes receivable | ||
Total accounts and notes receivable | 95,754 | 93,206 |
Parts and service receivables [Member] | ||
Accounts and notes receivable | ||
Total accounts and notes receivable | 35,318 | 32,479 |
Finance and insurance receivables, net [Member] | ||
Accounts and notes receivable | ||
Total accounts and notes receivable | 24,866 | 22,374 |
Other [Member] | ||
Accounts and notes receivable | ||
Total accounts and notes receivable | $ 20,322 | $ 12,913 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
New Vehicles Inventory, Gross | $ 1,156,383 | $ 1,262,797 |
Used Vehicles Inventory, Gross | 294,812 | 275,508 |
Rental Vehicles Inventory, Gross | 131,080 | 134,509 |
Parts, Accessories and Other Inventory, Gross | 77,762 | 72,917 |
Inventory, Gross | 1,660,037 | 1,745,731 |
Summary of inventories | ||
Lower of cost or market reserves | $ (8,222) | $ (7,980) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property and Equipment | ||
Total | $ 1,390,329 | $ 1,269,119 |
Less accumulated depreciation and amortization | 264,446 | 235,138 |
Property and equipment, net | 1,125,883 | 1,033,981 |
Land [Member] | ||
Property and Equipment | ||
Total | 400,163 | 364,475 |
Buildings [Member] | ||
Property and Equipment | ||
Total | $ 553,961 | 505,414 |
Buildings [Member] | Minimum [Member] | ||
Property and Equipment | ||
Property, Plant and Equipment, Estimated Useful Lives | 25 | |
Buildings [Member] | Maximum [Member] | ||
Property and Equipment | ||
Property, Plant and Equipment, Estimated Useful Lives | 50 | |
Leasehold improvements [Member] | ||
Property and Equipment | ||
Total | $ 170,060 | 155,585 |
Machinery and equipment [Member] | ||
Property and Equipment | ||
Total | $ 100,164 | 90,993 |
Machinery and equipment [Member] | Minimum [Member] | ||
Property and Equipment | ||
Property, Plant and Equipment, Estimated Useful Lives | 7 | |
Machinery and equipment [Member] | Maximum [Member] | ||
Property and Equipment | ||
Property, Plant and Equipment, Estimated Useful Lives | 20 | |
Furniture and fixtures [Member] | ||
Property and Equipment | ||
Total | $ 87,691 | 82,688 |
Furniture and fixtures [Member] | Minimum [Member] | ||
Property and Equipment | ||
Property, Plant and Equipment, Estimated Useful Lives | 3 | |
Furniture and fixtures [Member] | Maximum [Member] | ||
Property and Equipment | ||
Property, Plant and Equipment, Estimated Useful Lives | 10 | |
Company vehicles [Member] | ||
Property and Equipment | ||
Total | $ 11,632 | 11,603 |
Company vehicles [Member] | Minimum [Member] | ||
Property and Equipment | ||
Property, Plant and Equipment, Estimated Useful Lives | 3 | |
Company vehicles [Member] | Maximum [Member] | ||
Property and Equipment | ||
Property, Plant and Equipment, Estimated Useful Lives | 5 | |
Construction in progress [Member] | ||
Property and Equipment | ||
Total | $ 66,658 | $ 58,361 |
Property and Equipment (Detai67
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant and Equipment (Textual) [Abstract] | |||
Asset impairment charges of property and equipment | $ 2,800 | $ 2,100 | |
Capital expenditures incurred for purchase and construction of assets | 100,600 | 107,200 | |
Capital Expenditures Incurred but Not yet Paid | 15,930 | 32,720 | $ 21,166 |
Assets Held-for-sale, Long Lived | 1,400 | ||
Depreciation and amortization | 51,200 | 47,200 | $ 42,300 |
Building recorded under capital lease included in property plant equipment before accumulated depreciation | 68,900 | 69,600 | |
Land and Building [Member] | |||
Property Plant and Equipment (Textual) [Abstract] | |||
Acquisition of fixed assets | 28,800 | 9,800 | |
Dealership Acquisitions [Member] | |||
Property Plant and Equipment (Textual) [Abstract] | |||
Acquisition of fixed assets | $ 24,600 | ||
Dealership Acquisitions [Member] | Land and Building [Member] | |||
Property Plant and Equipment (Textual) [Abstract] | |||
Acquisition of fixed assets | $ 39,100 |
Credit Facilities (Details)
Credit Facilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Floorplan Notes Payable Credit Facility | $ 1,072,092 | $ 1,150,847 |
Floorplan Offset | 59,626 | 110,759 |
Other floorplan notes payable | 4,936 | 4,113 |
Total floorplan notes payable - credit facility and other net | 1,077,028 | 1,154,960 |
FMCC Offset | 25,500 | 25,500 |
Floorplan notes payable - manufacturer affiliates | 392,661 | 389,071 |
Floorplan Notes Payable Manufacturer Affiliates Net | 367,161 | 363,571 |
New Vehicles [Member] | ||
Line of Credit Facility [Line Items] | ||
Floorplan Notes Payable Credit Facility | 941,913 | 1,094,130 |
Used Vehicles [Member] | ||
Line of Credit Facility [Line Items] | ||
Floorplan Notes Payable Credit Facility | 160,070 | 142,703 |
Rental Vehicle Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Floorplan Notes Payable Credit Facility | 29,735 | 24,773 |
FMCC Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Floorplan Notes Payable Manufacturer Affiliates Gross | 175,244 | 196,807 |
Floorplan notes payable - manufacturer affiliates | 149,744 | 171,307 |
Other and Rental Vehicles [Member] | ||
Line of Credit Facility [Line Items] | ||
Floorplan notes payable - manufacturer affiliates | $ 217,417 | $ 192,264 |
Credit Facilities (Details Text
Credit Facilities (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Credit Facility (Textual) [Abstract] | ||||
Offset account related to floorplan notes payable - credit facility | $ (59,626) | $ (59,626) | $ (110,759) | |
Maximum Limit of Restricted Payment | the sum of $208.5 million plus (or minus if negative) (a) one-half of the aggregate consolidated net income for the period beginning on April 1, 2014 and ending on the date of determination and (b) the amount of net cash proceeds received from the sale of capital stock after June 2, 2014 and ending on the date of determination less (c) cash dividends and share repurchases after June 2, 2014 | |||
Floorplan notes payable - manufacturer affiliates | 392,661 | $ 392,661 | 389,071 | |
FMCC Offset | 25,500 | 25,500 | $ 25,500 | |
Revolving Credit Facility [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Maximum borrowing capacity under line of credit facility | $ 1,800,000 | $ 1,700,000 | $ 1,800,000 | |
Line of Credit Facility, Expiration Date | Jun. 17, 2021 | Jun. 20, 2018 | ||
Number of financial institutions | 24 | 24 | ||
Number of Manufacturer-affiliated finance companies | 6 | 6 | ||
Number of tranches | 2 | 2 | ||
Line of credit facility, maximum borrowing capacity can be extended, amount | $ 2,100,000 | $ 2,100,000 | ||
Line of credit facility, unamortized cost | 5,300 | 5,300 | ||
Restricted Payment Basket | 132,300 | 132,300 | ||
Revolving Credit Facility, Floorplan Line [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Maximum borrowing capacity under line of credit facility | 1,750,000 | $ 1,750,000 | ||
Maximum period for outstanding borrowing | 1 year | |||
Commitment fees, Percentage | 0.15% | |||
Line of Credit Facility, Amount Outstanding | 1,072,092 | $ 1,072,092 | ||
Available amount under borrowing capacity | $ 367,900 | $ 367,900 | ||
Weighted average interest rate | 2.00% | 2.00% | 1.70% | |
Revolving Credit Facility, Floorplan Line, New Vehicles [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Basis spread on interest rate | 1.25% | |||
Revolving Credit Facility, Floorplan Line, Used Vehicles [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Basis spread on interest rate | 1.50% | |||
Revolving Credit Facility, Acquisition Line [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Maximum borrowing capacity under line of credit facility | $ 360,000 | $ 360,000 | ||
Line of credit facility minimum borrowing capacity | 50,000 | $ 50,000 | ||
Basis spread on interest rate | 1.50% | |||
Restricted payment maximum | 50,000 | $ 50,000 | ||
Line of Credit Facility, Amount Outstanding | 0 | 0 | ||
Available amount under borrowing capacity | 322,900 | 322,900 | ||
Letters of credit outstanding | 37,100 | $ 37,100 | ||
Revolving Credit Facility, Acquisition Line [Member] | Maximum [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Commitment fees, Percentage | 0.45% | |||
Revolving Credit Facility, Acquisition Line [Member] | Minimum [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Commitment fees, Percentage | 0.20% | |||
Revolving Credit Facility, Acquisition Line [Member] | United States of America, Dollars | Maximum [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Basis spread on interest rate | 1.00% | |||
Revolving Credit Facility, Acquisition Line [Member] | United States of America, Dollars | Minimum [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Basis spread on interest rate | 0.00% | |||
Revolving Credit Facility, Acquisition Line [Member] | Euros or Pound Sterling [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Maximum borrowing capacity under line of credit facility | 125,000 | $ 125,000 | ||
Revolving Credit Facility, Acquisition Line [Member] | Euros or Pound Sterling [Member] | Maximum [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Basis spread on interest rate | 2.50% | |||
Revolving Credit Facility, Acquisition Line [Member] | Euros or Pound Sterling [Member] | Minimum [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Basis spread on interest rate | 1.25% | |||
FMCC Facility [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Maximum borrowing capacity under line of credit facility | 300,000 | $ 300,000 | ||
Available amount under borrowing capacity | 150,200 | $ 150,200 | ||
Cancellation of agreement | 30 days | |||
Floorplan notes payable - manufacturer affiliates | $ 149,744 | $ 149,744 | ||
Debt interest rate | 5.25% | 5.25% | 4.75% | |
UK Credit Facilities [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Line of Credit Facility, Amount Outstanding | $ 98,100 | $ 98,100 | ||
UK Credit Facilities [Member] | Maximum [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Debt interest rate | 3.95% | 3.95% | ||
UK Credit Facilities [Member] | Minimum [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Debt interest rate | 1.90% | 1.90% | ||
Brazilian Credit Facility [Member] | Maximum [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Line of Credit Facility, Amount Outstanding | $ 17,800 | $ 17,800 | ||
Debt interest rate | 22.41% | 22.41% | ||
Brazilian Credit Facility [Member] | Minimum [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Debt interest rate | 18.16% | 18.16% | ||
Rental Vehicle Credit Facility [Member] | Maximum [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Debt Instrument Maturity Date Period | 2 years | |||
FMCC Facility [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Basis spread on interest rate | 1.50% | |||
Floorplan notes payable - manufacturer affiliates | $ 149,744 | $ 149,744 | $ 171,307 | |
Rental Vehicle Credit Facility [Member] | ||||
Credit Facility (Textual) [Abstract] | ||||
Line of Credit Facility, Amount Outstanding | $ 106,500 | $ 106,500 | ||
Interest rate, maximum | 5.00% |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Capital Lease Obligations, Noncurrent | $ 68,900 | $ 69,600 |
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 1,269,027 | 1,251,555 |
Long Term Debt And Capital Lease Obligations Excluding Short Term Financing Current | 56,218 | 52,021 |
Long-term Debt and Capital Lease Obligations | 1,212,809 | 1,199,534 |
5.00% Senior Note [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured Long-term Debt, Noncurrent | 540,465 | 538,933 |
5.25% Senior Note [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured Long-term Debt, Noncurrent | 295,591 | 295,156 |
Real Estate Related and Other Long Term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Other Long-term Debt | 385,358 | 365,564 |
Capital Lease Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Capital Lease Obligations, Noncurrent | $ 47,613 | $ 51,902 |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) $ in Thousands | Dec. 31, 2016USD ($) |
Aggregate annual maturities of long-term debt | |
2,016 | $ 56,506 |
2,017 | 33,434 |
2,018 | 80,133 |
2,019 | 41,683 |
2,020 | 52,481 |
Thereafter | 1,008,935 |
Total Debt | $ 1,273,172 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) $ in Thousands, BRL in Millions | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016BRL | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | |
Long Term Debt (Textual) [Abstract] | ||||||||
Lease Expiration Date | Jun. 1, 2034 | |||||||
Short-term Debt | $ 16,200 | $ 16,200 | $ 3,000 | |||||
Unamortized debt issuance cost | $ 4,100 | $ 4,100 | ||||||
Number of manufacturer-affiliated finance partners | 3 | 3 | 3 | |||||
Borrowings Of Long Term Debt Related To Real Estate Loans | $ 42,654 | 32,026 | $ 112,179 | |||||
Long-term Debt, Percentage Bearing Fixed Interest, Amount | $ 93,900 | 93,900 | 100,700 | |||||
Gains (Losses) on Extinguishment of Debt | 0 | 0 | (46,403) | |||||
Amortization Cost of Mortgage Facility, Real Estate Related Debt and Acquisition Line | 3,694 | 3,652 | 10,559 | |||||
Impact of interest rate derivative instruments related to Mortgage Facility | 2,300 | 1,800 | 1,500 | |||||
Total interest expense related to capital leases, net of interest income | 6,600 | 7,600 | 7,500 | |||||
Interest costs capitalized on construction projects | 1,700 | 700 | 700 | |||||
5.00% Senior Note [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Note agreement with a third party financial institution | $ 550,000 | $ 550,000 | 550,000 | $ 200,000 | $ 350,000 | |||
Debt interest rate | 5.00% | 5.00% | 5.00% | |||||
Maturity date of notes | Jun. 1, 2022 | |||||||
Additional borrowings discount from face value | 1.50% | 1.50% | 1.50% | |||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 35.00% | |||||||
Redemption price percentage of principal outstanding and accrued unpaid interest | 105.00% | 105.00% | 105.00% | |||||
Redemption price percentage of principal redeemed | 100.00% | 100.00% | 100.00% | |||||
Long-term Debt Underwriters Fees, Discount, and Debt Issuance Costs Original | $ 13,100 | $ 13,100 | ||||||
Amortization period of underwriters fees, debt issuance costs, and discount | 8 years | |||||||
Unamortized Underwriters Fees, Discount, and Debt Issuance Costs | 9,500 | $ 9,500 | ||||||
Long-term Debt, Fair Value | 548,400 | 548,400 | 545,900 | |||||
5.25% Senior Note [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Note agreement with a third party financial institution | $ 300,000 | $ 300,000 | $ 300,000 | |||||
Debt interest rate | 5.25% | |||||||
Maturity date of notes | Dec. 15, 2023 | |||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 35.00% | |||||||
Redemption price percentage of principal outstanding and accrued unpaid interest | 105.25% | 105.25% | 105.25% | |||||
Redemption price percentage of principal redeemed | 100.00% | 100.00% | 100.00% | |||||
Long-term Debt Underwriters Fees and Debt Issuance Costs Original | $ 5,000 | $ 5,000 | ||||||
Amortization period of underwriters fees and debt issuance costs | 8 years | |||||||
Unamortized Underwriters Fees and Debt Issuance Costs | 4,400 | $ 4,400 | ||||||
Long-term Debt, Fair Value | $ 297,000 | $ 297,000 | $ 297,800 | |||||
Capital Lease Obligations [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Debt, Weighted Average Interest Rate | 9.90% | 9.90% | 9.90% | |||||
3.00% Convertible Notes due 2020 | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Debt interest rate | 3.00% | 3.00% | 3.00% | |||||
U.K. Working Capital Loan [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Short-term Debt | $ 7,300 | $ 7,300 | ||||||
Additional Borrowings | 7,800 | |||||||
Proceeds from Short-term Debt | 3,000 | |||||||
Convertible and Senior Notes [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Total interest expense excluding amortization cost | 43,300 | 28,500 | 17,000 | |||||
Amortization cost of the 3.00% notes, 2.25% Notes, 5.00% Notes, and 5.25% Notes | $ 2,100 | 1,500 | 8,000 | |||||
Brazilian third party financial institution [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Maturity date of notes | Feb. 1, 2017 | |||||||
Total borrowings | BRL | BRL 6.8 | |||||||
Borrowings Of Long Term Debt Related To Real Estate Loans | $ 0 | |||||||
Brazil Note [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Maturity date of notes | Apr. 1, 2025 | |||||||
Unamortized debt issuance cost | 300 | $ 300 | ||||||
Total borrowings | 3,800 | 3,800 | ||||||
Long-term Debt, Current Maturities | 400 | 400 | ||||||
Repayments of Long-term Debt | 500 | |||||||
Borrowings Of Long Term Debt Related To Real Estate Loans | 0 | |||||||
Real Estate Related Debt [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Note agreement with a third party financial institution | 363,000 | 363,000 | ||||||
Debt Issuance Cost | 2,800 | |||||||
Unamortized debt issuance cost | 700 | 700 | ||||||
Total borrowings | 321,900 | 321,900 | 241,800 | |||||
Long-term Debt, Current Maturities | 39,800 | $ 39,800 | 13,700 | |||||
Interest on real estate notes, minimum | 3.00% | |||||||
Interest on real estate notes, maximum | 4.69% | |||||||
Number of loans as per loan agreements | 55 | |||||||
Repayments of Long-term Debt | $ 17,200 | |||||||
Proceeds from Issuance of Long-term Debt | $ 42,700 | |||||||
Real Estate Related Debt [Member] | Minimum [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Variable Interest Rate | 1.50% | |||||||
Real Estate Related Debt [Member] | Maximum [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Maturity date of notes | Dec. 10, 2024 | |||||||
Variable Interest Rate | 2.50% | |||||||
Fixed interest rate debt [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Long-term Debt, Fair Value | 94,500 | $ 94,500 | 102,400 | |||||
Real Estate Credit Facility, Real Estate Related Debt and Acquisition Line [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Total interest expense excluding amortization cost | $ 13,700 | 17,600 | $ 15,300 | |||||
U.K. Notes [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Maturity date of notes | Sep. 1, 2034 | |||||||
Total borrowings | 50,400 | $ 50,400 | 57,100 | |||||
Long-term Debt, Current Maturities | 4,300 | 4,300 | $ 4,500 | |||||
Long-term debt assumed in conjunction with acquisition | 8,300 | $ 8,300 | ||||||
Number of loans as per loan agreements | 13 | |||||||
Repayments of Long-term Debt | $ 4,600 | |||||||
Borrowings Of Long Term Debt Related To Real Estate Loans | 0 | |||||||
Revolving Credit Facility [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,800,000 | $ 1,700,000 | 1,800,000 | |||||
Line of Credit Facility, Expiration Date | Jun. 17, 2021 | Jun. 20, 2018 | ||||||
Revolving Credit Facility, Acquisition Line [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 360,000 | 360,000 | ||||||
Line of credit facility minimum borrowing capacity | $ 50,000 | $ 50,000 | ||||||
Variable Interest Rate | 1.50% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of domestic regions | 2 | |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Interest Rate Derivative Assets, at Fair Value | $ 9,484,000 | $ 31,000 |
Total | 12,750,000 | 4,397,000 |
Liabilities: | ||
Interest rate derivative financial instruments | 24,411,000 | 31,153,000 |
Total | 24,411,000 | 31,153,000 |
Investments [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Investments, Fair Value Disclosure | 3,254,000 | 4,235,000 |
Demand Obligation [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Investments, Fair Value Disclosure | $ 12,000 | $ 131,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($)dealerships | |
Manufacturer [Line Items] | |
Payments for Legal Settlements | $ 1,210 |
Volkswagen legal claims | $ 14,700 |
Number of Volkswagen dealers | 652 |
Proceeds from Legal Settlements | $ 0 |
Volkswagen [Member] | |
Manufacturer [Line Items] | |
New vehicle retail unit sales | 1.70% |
Number Of Dealerships | dealerships | 7 |
Asset Impairments (Details)
Asset Impairments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Assets Impairments (Textual) [Abstract] | |||||||
Goodwill, Impairment Loss | $ 55,386 | ||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 19,200 | $ 10,600 | $ 200 | $ 85,500 | $ 30,000 | 30,100 | $ 31,000 |
Other Asset Impairment Charges | $ 2,800 | 1,300 | 9,200 | ||||
Pre-tax impairment charges of real estate | 800 | ||||||
Increase in assumed risk free rate to estimate WACC | 2.00% | ||||||
Additional franchise rights impairment charge | $ 55,300 | ||||||
Pre tax impairment charges of other long lived assets | $ 1,300 | ||||||
WACC increased 200 bps [Member] | |||||||
Assets Impairments (Textual) [Abstract] | |||||||
Additional franchise rights impairment charge | 40,200 | ||||||
Brazil | |||||||
Assets Impairments (Textual) [Abstract] | |||||||
Goodwill, Impairment Loss | 55,386 | ||||||
Brazil | WACC increased 200 bps [Member] | |||||||
Assets Impairments (Textual) [Abstract] | |||||||
Additional franchise rights impairment charge | 2,200 | ||||||
Brazil | Recession scenario [Member] | |||||||
Assets Impairments (Textual) [Abstract] | |||||||
Additional franchise rights impairment charge | 900 | ||||||
U.S. | |||||||
Assets Impairments (Textual) [Abstract] | |||||||
Goodwill, Impairment Loss | 0 | ||||||
U.S. | WACC increased 200 bps [Member] | |||||||
Assets Impairments (Textual) [Abstract] | |||||||
Additional franchise rights impairment charge | 37,600 | ||||||
U.S. | Recession scenario [Member] | |||||||
Assets Impairments (Textual) [Abstract] | |||||||
Additional franchise rights impairment charge | 52,800 | ||||||
U.K. | |||||||
Assets Impairments (Textual) [Abstract] | |||||||
Goodwill, Impairment Loss | $ 0 | ||||||
U.K. | WACC increased 200 bps [Member] | |||||||
Assets Impairments (Textual) [Abstract] | |||||||
Additional franchise rights impairment charge | 400 | ||||||
U.K. | Recession scenario [Member] | |||||||
Assets Impairments (Textual) [Abstract] | |||||||
Additional franchise rights impairment charge | $ 1,600 |
Intangible Franchise Rights (De
Intangible Franchise Rights (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Franchise Rights [Roll Forward] | ||
Intangible Franchise Rights, Beginning Balance | $ 307,588 | $ 303,947 |
Additions through acquisitions | 12,833 | 49,432 |
Disposition of Intangible Franchise Rights | (5,203) | (3,188) |
Impairment of Intangible Franchise Rights | (29,823) | (30,111) |
Intangible Franchise Rights, Ending Balance | 284,876 | 307,588 |
Indefinite-lived Intangible Assets, Translation Adjustments | (519) | (12,492) |
Goodwill, Subsequent Recognition of Deferred Tax Asset | (23) | |
U.S. | ||
Intangible Franchise Rights [Roll Forward] | ||
Intangible Franchise Rights, Beginning Balance | 285,659 | 257,502 |
Additions through acquisitions | 0 | 49,432 |
Disposition of Intangible Franchise Rights | (5,203) | (3,188) |
Impairment of Intangible Franchise Rights | (19,922) | (18,087) |
Intangible Franchise Rights, Ending Balance | 260,534 | 285,659 |
Indefinite-lived Intangible Assets, Translation Adjustments | 0 | 0 |
Goodwill, Subsequent Recognition of Deferred Tax Asset | (23) | |
U.K. | ||
Intangible Franchise Rights [Roll Forward] | ||
Intangible Franchise Rights, Beginning Balance | 7,773 | 8,157 |
Additions through acquisitions | 12,833 | 0 |
Disposition of Intangible Franchise Rights | 0 | 0 |
Impairment of Intangible Franchise Rights | 0 | 0 |
Intangible Franchise Rights, Ending Balance | 17,337 | 7,773 |
Indefinite-lived Intangible Assets, Translation Adjustments | (3,269) | (384) |
Goodwill, Subsequent Recognition of Deferred Tax Asset | 0 | |
Brazil | ||
Intangible Franchise Rights [Roll Forward] | ||
Intangible Franchise Rights, Beginning Balance | 14,156 | 38,288 |
Additions through acquisitions | 0 | 0 |
Disposition of Intangible Franchise Rights | 0 | 0 |
Impairment of Intangible Franchise Rights | (9,901) | (12,024) |
Intangible Franchise Rights, Ending Balance | 7,005 | 14,156 |
Indefinite-lived Intangible Assets, Translation Adjustments | $ 2,750 | (12,108) |
Goodwill, Subsequent Recognition of Deferred Tax Asset | $ 0 |
Intangible Franchise Rights a77
Intangible Franchise Rights and Goodwill Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | $ 854,915 | $ 830,377 | |
Goodwill, Acquired During Period | 33,499 | 115,317 | |
Goodwill, Purchase Accounting Adjustments | 1,052 | 1,857 | |
Goodwill, Written off Related to Sale of Business Unit | (4,059) | (6,088) | |
Goodwill, Impairment Loss | 55,386 | ||
Goodwill, Translation Adjustments | (8,644) | (31,139) | |
Goodwill, Subsequent Recognition of Deferred Tax Asset | 23 | ||
Goodwill, Ending Balance | 876,763 | 854,915 | |
Goodwill, Impaired, Accumulated Impairment Loss | 97,800 | $ 42,400 | |
U.S. | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 809,775 | 700,642 | |
Goodwill, Acquired During Period | 0 | 115,317 | |
Goodwill, Purchase Accounting Adjustments | 28 | (73) | |
Goodwill, Written off Related to Sale of Business Unit | (3,868) | (6,088) | |
Goodwill, Impairment Loss | 0 | ||
Goodwill, Translation Adjustments | 0 | 0 | |
Goodwill, Subsequent Recognition of Deferred Tax Asset | 23 | ||
Goodwill, Ending Balance | 805,935 | 809,775 | |
U.K. | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 35,320 | 35,138 | |
Goodwill, Acquired During Period | 31,644 | 0 | |
Goodwill, Purchase Accounting Adjustments | 1,024 | 1,930 | |
Goodwill, Written off Related to Sale of Business Unit | 0 | 0 | |
Goodwill, Impairment Loss | 0 | ||
Goodwill, Translation Adjustments | (10,934) | (1,748) | |
Goodwill, Subsequent Recognition of Deferred Tax Asset | 0 | ||
Goodwill, Ending Balance | 57,054 | 35,320 | |
Brazil | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 9,820 | 94,597 | |
Goodwill, Acquired During Period | 1,855 | 0 | |
Goodwill, Purchase Accounting Adjustments | 0 | 0 | |
Goodwill, Written off Related to Sale of Business Unit | (191) | 0 | |
Goodwill, Impairment Loss | 55,386 | ||
Goodwill, Translation Adjustments | 2,290 | (29,391) | |
Goodwill, Subsequent Recognition of Deferred Tax Asset | 0 | ||
Goodwill, Ending Balance | $ 13,774 | $ 9,820 |
Intangible Franchise Rights a78
Intangible Franchise Rights and Goodwill (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Countries and States [Line Items] | |||
Impairment of Intangible Assets, Finite-lived | $ 29,823 | $ 30,111 | |
Intangible Franchise Rights and Goodwill (Textual) [Abstract] | |||
Accumulated Impairments | $ 97,800 | $ 42,400 |
Employee Savings Plans (Details
Employee Savings Plans (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Savings Plans (Textual) [Abstract] | ||
Deferred compensation plan related to participants | $ 49 | $ 40.6 |
Matching contribution paid | $ 5.4 | $ 5.3 |
Operating Leases (Details)
Operating Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Leases [Abstract] | |
2,016 | $ 56,706 |
2,017 | 46,939 |
2,018 | 41,669 |
2,019 | 36,340 |
2,020 | 30,115 |
Thereafter | 182,701 |
Total | $ 394,470 |
Operating Leases (Details Textu
Operating Leases (Details Textual) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Operating Leases (Textual) [Abstract] | |||
Total term of lease facility | 30 years | ||
Initial term of lease facilities | 15 years | ||
Number of additional extensions on lease facility | 3 | ||
Extended period of lease under option | 5 years | ||
Future, non-cancelable sublease payments | $ 2.4 | ||
Total rent expense under all operating leases | $ 53.8 | $ 51.5 | $ 58.9 |
Accumulated Other Comprehensi82
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
Equity [Abstract] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | $ (19,081) | $ (54,457) | $ (26,248) | |
Changes in the balances of each component of accumulated other comprehensive income | ||||
Accumulated Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Foreign Currency Translation, Net of Tax, Beginning Balance | (118,532) | (64,075) | (37,827) | |
Accumulated Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Foreign Currency Translation, Net of Tax, Ending Balance | (137,613) | (118,532) | (64,075) | |
Accumulated Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Interest Rate Swaps, Net of Tax, Beginning Balance | (19,452) | (17,909) | (13,850) | |
Interest rate swap contracts | 10,121 | (1,543) | (4,059) | |
Accumulated Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Interest Rate Swaps, Net of Tax, Ending Balance | (9,331) | (19,452) | (17,909) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance | (137,984) | (81,984) | (51,677) | |
Other comprehensive income, net of tax | (8,960) | (56,000) | (30,307) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | $ (137,984) | $ (81,984) | $ (51,677) | $ (146,944) |
Segment Information Segment I83
Segment Information Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
New vehicle retail sales | $ 6,046,075 | $ 6,001,306 | $ 5,741,619 | ||||||||
Used vehicle retail sales | 2,757,713 | 2,638,969 | 2,324,868 | ||||||||
Used vehicle wholesale sales | 401,863 | 397,251 | 379,143 | ||||||||
Parts and service | 1,261,307 | 1,186,193 | 1,125,694 | ||||||||
Finance and insurance | 420,654 | 408,786 | 366,565 | ||||||||
Total revenues | $ 2,673,632 | $ 2,823,176 | $ 2,782,449 | $ 2,608,355 | $ 2,672,602 | $ 2,800,569 | $ 2,726,480 | $ 2,432,854 | 10,887,612 | 10,632,505 | 9,937,889 |
Gross profit | 389,181 | 406,668 | 410,119 | 389,101 | 380,133 | 398,382 | 391,573 | $ 363,884 | 1,595,069 | 1,533,972 | 1,447,938 |
Selling, general and administrative expense | 1,170,763 | 1,120,833 | 1,061,964 | ||||||||
Depreciation and amortization | 51,234 | 47,239 | 42,344 | ||||||||
ASSET IMPAIRMENTS | 20,000 | $ 10,900 | $ 1,000 | $ 900 | 85,700 | $ 900 | $ 1,000 | 32,838 | 87,562 | 41,520 | |
Floorplan interest expense | (44,927) | (39,264) | (41,614) | ||||||||
Other interest expense, net | (67,936) | (56,903) | (49,693) | ||||||||
Gains (Losses) on Extinguishment of Debt | 0 | 0 | (46,403) | ||||||||
Income before income taxes | 227,371 | 182,171 | 164,400 | ||||||||
Provision for income taxes | (80,306) | (88,172) | (71,396) | ||||||||
Net income | 147,065 | 93,999 | 93,004 | ||||||||
Capital expenditures | 100,606 | 107,232 | 97,709 | ||||||||
Total assets | 4,461,903 | 4,396,716 | 4,461,903 | 4,396,716 | |||||||
U.S. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
New vehicle retail sales | 4,766,047 | 4,989,290 | 4,669,512 | ||||||||
Used vehicle retail sales | 2,242,508 | 2,204,728 | 1,923,740 | ||||||||
Used vehicle wholesale sales | 276,710 | 289,580 | 279,074 | ||||||||
Parts and service | 1,071,651 | 1,032,960 | 966,672 | ||||||||
Finance and insurance | 377,756 | 377,432 | 336,243 | ||||||||
Total revenues | 8,734,672 | 8,893,990 | 8,175,241 | ||||||||
Gross profit | 1,355,349 | 1,338,947 | 1,245,907 | ||||||||
Selling, general and administrative expense | 965,139 | 958,608 | 891,693 | ||||||||
Depreciation and amortization | 43,472 | 41,220 | 36,701 | ||||||||
ASSET IMPAIRMENTS | 21,794 | 18,983 | 15,570 | ||||||||
Floorplan interest expense | (40,444) | (36,062) | (34,060) | ||||||||
Other interest expense, net | (62,320) | (52,277) | (46,516) | ||||||||
Income before income taxes | 222,180 | 231,797 | 174,964 | ||||||||
Provision for income taxes | (82,541) | (89,433) | (77,715) | ||||||||
Net income | 139,639 | 142,364 | 97,249 | ||||||||
Capital expenditures | 86,692 | 97,504 | 88,774 | ||||||||
Goodwill and intangible franchise rights | 1,066,469 | 1,095,434 | 1,066,469 | 1,095,434 | |||||||
Total assets | 3,855,701 | 3,923,001 | 3,855,701 | 3,923,001 | |||||||
U.K. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
New vehicle retail sales | 987,538 | 641,888 | 519,137 | ||||||||
Used vehicle retail sales | 434,203 | 351,311 | 283,147 | ||||||||
Used vehicle wholesale sales | 121,747 | 100,706 | 82,235 | ||||||||
Parts and service | 143,362 | 102,183 | 83,747 | ||||||||
Finance and insurance | 36,305 | 24,117 | 18,986 | ||||||||
Total revenues | 1,723,155 | 1,220,205 | 987,252 | ||||||||
Gross profit | 192,982 | 137,646 | 115,393 | ||||||||
Selling, general and administrative expense | 158,636 | 108,719 | 90,427 | ||||||||
Depreciation and amortization | 6,594 | 4,307 | 3,403 | ||||||||
ASSET IMPAIRMENTS | 201 | 330 | 0 | ||||||||
Floorplan interest expense | (4,222) | (2,276) | (1,662) | ||||||||
Other interest expense, net | (5,197) | (3,135) | (2,065) | ||||||||
Income before income taxes | 18,132 | 18,879 | 17,836 | ||||||||
Provision for income taxes | (3,697) | (3,655) | (3,561) | ||||||||
Net income | 14,435 | 15,224 | 14,275 | ||||||||
Capital expenditures | 12,602 | 9,395 | 3,679 | ||||||||
Goodwill and intangible franchise rights | 74,391 | 43,093 | 74,391 | 43,093 | |||||||
Total assets | 482,937 | 358,476 | 482,937 | 358,476 | |||||||
Brazil | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
New vehicle retail sales | 292,490 | 370,128 | 552,970 | ||||||||
Used vehicle retail sales | 81,002 | 82,930 | 117,981 | ||||||||
Used vehicle wholesale sales | 3,406 | 6,965 | 17,834 | ||||||||
Parts and service | 46,294 | 51,050 | 75,275 | ||||||||
Finance and insurance | 6,593 | 7,237 | 11,336 | ||||||||
Total revenues | 429,785 | 518,310 | 775,396 | ||||||||
Gross profit | 46,738 | 57,379 | 86,638 | ||||||||
Selling, general and administrative expense | 46,988 | 53,506 | 79,844 | ||||||||
Depreciation and amortization | 1,168 | 1,712 | 2,240 | ||||||||
ASSET IMPAIRMENTS | 10,843 | 68,249 | 25,950 | ||||||||
Floorplan interest expense | (261) | (926) | (5,892) | ||||||||
Other interest expense, net | (419) | (1,491) | (1,112) | ||||||||
Income before income taxes | (12,941) | (68,505) | (28,400) | ||||||||
Provision for income taxes | 5,932 | 4,916 | 9,880 | ||||||||
Net income | (7,009) | (63,589) | (18,520) | ||||||||
Capital expenditures | 1,312 | 333 | $ 5,256 | ||||||||
Goodwill and intangible franchise rights | 20,779 | 23,976 | 20,779 | 23,976 | |||||||
Total assets | 123,265 | 115,239 | 123,265 | 115,239 | |||||||
Consolidated Entities [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Goodwill and intangible franchise rights | 1,161,639 | 1,162,503 | 1,161,639 | 1,162,503 | |||||||
Total assets | $ 4,461,903 | $ 4,396,716 | 4,461,903 | 4,396,716 | |||||||
Net of taxes [Member] | U.S. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
ASSET IMPAIRMENTS | 13,500 | 12,000 | |||||||||
Net of taxes [Member] | Brazil | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
ASSET IMPAIRMENTS | $ 6,900 | $ 62,400 |
Segment Information Segment I84
Segment Information Segment Information (Details textuals) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||||||||||
Payments for Legal Settlements | $ (1,210,000) | |||||||||
Net Gain (Loss) on Real Estate and Dealership Transactions | $ 2,200 | $ 8,200 | ||||||||
Number of Reportable Segments | 3 | |||||||||
ASSET IMPAIRMENTS | $ 20,000 | $ 10,900 | $ 1,000 | $ 900 | $ 85,700 | $ 900 | $ 1,000 | $ 32,838 | 87,562 | $ 41,520 |
Deferred Foreign Income Tax Expense (Benefit) | 6,420 | 5,412 | 10,957 | |||||||
Gains (Losses) on Extinguishment of Debt | 0 | 0 | (46,403) | |||||||
U.S. | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Gain (Loss) on Real Estate and Dealership Transactions | 2,700 | 9,400 | ||||||||
ASSET IMPAIRMENTS | 21,794 | 18,983 | 15,570 | |||||||
Brazil | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Gain (Loss) on Real Estate and Dealership Transactions | (800) | |||||||||
ASSET IMPAIRMENTS | 10,843 | 68,249 | 25,950 | |||||||
Deferred Foreign Income Tax Expense (Benefit) | 1,700 | 3,400 | ||||||||
U.K. | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Gain (Loss) on Real Estate and Dealership Transactions | (300) | |||||||||
ASSET IMPAIRMENTS | 201 | 330 | 0 | |||||||
Pre-tax [Member] | U.S. | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Payments for Legal Settlements | (11,700) | 1,000 | ||||||||
Loss from Catastrophes | 5,900 | 1,600 | 2,800 | |||||||
Net Gain (Loss) on Real Estate and Dealership Transactions | 2,700 | 8,900 | $ 13,800 | |||||||
Severance Costs | 1,800 | |||||||||
Pre-tax [Member] | Brazil | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Gain (Loss) on Real Estate and Dealership Transactions | (800) | |||||||||
Net of taxes [Member] | U.S. | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Payments for Legal Settlements | (7,300) | |||||||||
Loss from Catastrophes | 3,700 | 1,000 | ||||||||
Net Gain (Loss) on Real Estate and Dealership Transactions | 1,700 | 5,500 | ||||||||
Severance Costs | 1,200 | |||||||||
ASSET IMPAIRMENTS | 13,500 | 12,000 | ||||||||
Net of taxes [Member] | Brazil | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
ASSET IMPAIRMENTS | $ 6,900 | $ 62,400 |
Selected Quarterly Financial 85
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 2,673,632 | $ 2,823,176 | $ 2,782,449 | $ 2,608,355 | $ 2,672,602 | $ 2,800,569 | $ 2,726,480 | $ 2,432,854 | $ 10,887,612 | $ 10,632,505 | $ 9,937,889 |
Gross profit | 389,181 | 406,668 | 410,119 | 389,101 | 380,133 | 398,382 | 391,573 | 363,884 | 1,595,069 | 1,533,972 | $ 1,447,938 |
Net income | $ 30,828 | $ 35,366 | $ 46,580 | $ 34,291 | $ (33,387) | $ 45,261 | $ 46,310 | $ 35,815 | $ 147,065 | $ 93,999 | |
Basic earnings per common share | $ 1.44 | $ 1.65 | $ 2.12 | $ 1.47 | $ (1.41) | $ 1.88 | $ 1.91 | $ 1.47 | $ 6.67 | $ 3.91 | $ 3.82 |
Diluted earnings per common share | $ 1.44 | $ 1.65 | $ 2.12 | $ 1.47 | $ (1.41) | $ 1.88 | $ 1.91 | $ 1.47 | $ 6.67 | $ 3.90 | $ 3.60 |
Selected Quarterly Financial 86
Selected Quarterly Financial Data (Unaudited) (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Condensed Financial Statements, Captions [Line Items] | ||||||||||
ASSET IMPAIRMENTS | $ 20,000 | $ 10,900 | $ 1,000 | $ 900 | $ 85,700 | $ 900 | $ 1,000 | $ 32,838 | $ 87,562 | $ 41,520 |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 19,200 | $ 10,600 | $ 200 | $ 85,500 | 30,000 | 30,100 | 31,000 | |||
Net Gain (Loss) on Real Estate and Dealership Transactions | 2,200 | 8,200 | ||||||||
Asset impairment charge on disposition | 600 | |||||||||
U.S. | ||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||
ASSET IMPAIRMENTS | 21,794 | $ 18,983 | 15,570 | |||||||
Number of Dealerships Disposed | 2 | |||||||||
Net Gain (Loss) on Real Estate and Dealership Transactions | 2,700 | $ 9,400 | ||||||||
U.S. | Pre-tax [Member] | ||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||
Net Gain (Loss) on Real Estate and Dealership Transactions | 2,700 | 8,900 | 13,800 | |||||||
U.S. | Net of taxes [Member] | ||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||
ASSET IMPAIRMENTS | 13,500 | 12,000 | ||||||||
Net Gain (Loss) on Real Estate and Dealership Transactions | 1,700 | 5,500 | ||||||||
U.K. | ||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||
ASSET IMPAIRMENTS | 201 | 330 | 0 | |||||||
Net Gain (Loss) on Real Estate and Dealership Transactions | (300) | |||||||||
Brazil | ||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||
ASSET IMPAIRMENTS | 10,843 | 68,249 | $ 25,950 | |||||||
Net Gain (Loss) on Real Estate and Dealership Transactions | (800) | |||||||||
Brazil | Pre-tax [Member] | ||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||
Net Gain (Loss) on Real Estate and Dealership Transactions | (800) | |||||||||
Brazil | Net of taxes [Member] | ||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||
ASSET IMPAIRMENTS | $ 6,900 | $ 62,400 |
Condensed Consolidated Financ87
Condensed Consolidated Financial Information Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 20,992 | $ 13,037 | $ 40,975 | $ 20,215 |
Contracts-in-transit and vehicle receivables, net | 269,508 | 252,438 | ||
Accounts and notes receivable, net | 173,364 | 157,768 | ||
Intercompany accounts receivable | 0 | 0 | ||
Inventory, Net | 1,651,815 | 1,737,751 | ||
Prepaid expenses and other current assets | 34,908 | 27,376 | ||
Total current assets | 2,150,587 | 2,188,370 | ||
PROPERTY AND EQUIPMENT, net | 1,125,883 | 1,033,981 | ||
GOODWILL | 876,763 | 854,915 | 830,377 | |
INTANGIBLE FRANCHISE RIGHTS | 284,876 | 307,588 | ||
INVESTMENT IN SUBSIDIARIES | 0 | 0 | ||
OTHER ASSETS | 23,794 | 11,862 | ||
Total assets | 4,461,903 | 4,396,716 | ||
Floorplan notes payable - credit facility and other | 1,136,654 | 1,265,719 | ||
Offset account related to floorplan notes payable - credit facility | (59,626) | (110,759) | ||
Floorplan notes payable - manufacturer affiliates | 392,661 | 389,071 | ||
FMCC Offset | (25,500) | (25,500) | ||
Current maturities of long-term debt and short-term financing | 72,419 | 54,991 | ||
Derivative Liability, Current | 3,941 | 0 | ||
Accounts payable | 356,099 | 280,423 | ||
Intercompany accounts payable | 0 | 0 | ||
Accrued expenses | 176,469 | 185,323 | ||
Total current liabilities | 2,053,117 | 2,039,268 | ||
LONG-TERM DEBT, net of current maturities | 1,212,809 | 1,199,534 | ||
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 20,470 | 31,153 | ||
DEFERRED INCOME TAXES AND OTHER LIABILITIES | 245,307 | 208,509 | ||
Group 1 stockholders’ equity | 930,200 | 918,252 | 978,010 | 1,035,175 |
Intercompany note receivable | 0 | 0 | ||
Total stockholders’ equity | 930,200 | 918,252 | ||
Total liabilities and stockholders' equity | 4,461,903 | 4,396,716 | ||
Consolidation, Eliminations [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | ||
Contracts-in-transit and vehicle receivables, net | 0 | 0 | ||
Accounts and notes receivable, net | 0 | 0 | ||
Intercompany accounts receivable | (8,929) | (1,192) | ||
Inventory, Net | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Total current assets | (8,929) | (1,192) | ||
PROPERTY AND EQUIPMENT, net | 0 | 0 | ||
GOODWILL | 0 | 0 | ||
INTANGIBLE FRANCHISE RIGHTS | 0 | 0 | ||
INVESTMENT IN SUBSIDIARIES | (2,787,328) | (2,388,081) | ||
OTHER ASSETS | 0 | 0 | ||
Total assets | (2,796,257) | (2,389,273) | ||
Floorplan notes payable - credit facility and other | 0 | 0 | ||
Offset account related to floorplan notes payable - credit facility | 0 | 0 | ||
Floorplan notes payable - manufacturer affiliates | 0 | 0 | ||
FMCC Offset | 0 | 0 | ||
Current maturities of long-term debt and short-term financing | 0 | 0 | ||
Derivative Liability, Current | 0 | |||
Accounts payable | 0 | 0 | ||
Intercompany accounts payable | (884,591) | (504,525) | ||
Accrued expenses | 0 | 0 | ||
Total current liabilities | (884,591) | (504,525) | ||
LONG-TERM DEBT, net of current maturities | 0 | 0 | ||
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 0 | 0 | ||
DEFERRED INCOME TAXES AND OTHER LIABILITIES | 0 | 0 | ||
Group 1 stockholders’ equity | (2,787,328) | (2,388,081) | ||
Intercompany note receivable | 875,662 | 503,333 | ||
Total stockholders’ equity | (1,911,666) | (1,884,748) | ||
Total liabilities and stockholders' equity | (2,796,257) | (2,389,273) | ||
Parent Company [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Contracts-in-transit and vehicle receivables, net | 0 | 0 | ||
Accounts and notes receivable, net | 0 | 0 | ||
Intercompany accounts receivable | 0 | 0 | ||
Inventory, Net | 0 | 0 | ||
Prepaid expenses and other current assets | 516 | 5,312 | ||
Total current assets | 516 | 5,312 | ||
PROPERTY AND EQUIPMENT, net | 0 | 0 | ||
GOODWILL | 0 | 0 | ||
INTANGIBLE FRANCHISE RIGHTS | 0 | 0 | ||
INVESTMENT IN SUBSIDIARIES | 2,787,328 | 2,388,081 | ||
OTHER ASSETS | 0 | 0 | ||
Total assets | 2,787,844 | 2,393,393 | ||
Floorplan notes payable - credit facility and other | 0 | 0 | ||
Offset account related to floorplan notes payable - credit facility | 0 | 0 | ||
Floorplan notes payable - manufacturer affiliates | 0 | 0 | ||
FMCC Offset | 0 | 0 | ||
Current maturities of long-term debt and short-term financing | 0 | 0 | ||
Derivative Liability, Current | 0 | |||
Accounts payable | 0 | 0 | ||
Intercompany accounts payable | 875,662 | 503,333 | ||
Accrued expenses | 0 | 0 | ||
Total current liabilities | 875,662 | 503,333 | ||
LONG-TERM DEBT, net of current maturities | 836,056 | 834,090 | ||
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 0 | 0 | ||
DEFERRED INCOME TAXES AND OTHER LIABILITIES | (1,020) | (265) | ||
Group 1 stockholders’ equity | 1,077,146 | 1,056,235 | ||
Intercompany note receivable | 0 | 0 | ||
Total stockholders’ equity | 1,077,146 | 1,056,235 | ||
Total liabilities and stockholders' equity | 2,787,844 | 2,393,393 | ||
Guarantor Subsidiaries [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 8,039 | 6,338 | 25,379 | 4,306 |
Contracts-in-transit and vehicle receivables, net | 241,097 | 233,275 | ||
Accounts and notes receivable, net | 140,985 | 132,078 | ||
Intercompany accounts receivable | 8,929 | 1,192 | ||
Inventory, Net | 1,386,871 | 1,533,166 | ||
Prepaid expenses and other current assets | 7,188 | 8,946 | ||
Total current assets | 1,793,109 | 1,914,995 | ||
PROPERTY AND EQUIPMENT, net | 990,084 | 916,338 | ||
GOODWILL | 805,935 | 809,775 | ||
INTANGIBLE FRANCHISE RIGHTS | 260,534 | 285,659 | ||
INVESTMENT IN SUBSIDIARIES | 0 | 0 | ||
OTHER ASSETS | 19,313 | 5,950 | ||
Total assets | 3,868,975 | 3,932,717 | ||
Floorplan notes payable - credit facility and other | 1,131,718 | 1,261,606 | ||
Offset account related to floorplan notes payable - credit facility | (59,626) | (110,759) | ||
Floorplan notes payable - manufacturer affiliates | 281,747 | 303,810 | ||
FMCC Offset | (25,500) | (25,500) | ||
Current maturities of long-term debt and short-term financing | 44,659 | 47,015 | ||
Derivative Liability, Current | 3,941 | |||
Accounts payable | 211,050 | 178,544 | ||
Intercompany accounts payable | 0 | 0 | ||
Accrued expenses | 156,648 | 167,509 | ||
Total current liabilities | 1,744,637 | 1,822,225 | ||
LONG-TERM DEBT, net of current maturities | 324,540 | 300,788 | ||
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 20,470 | 31,153 | ||
DEFERRED INCOME TAXES AND OTHER LIABILITIES | 240,348 | 203,824 | ||
Group 1 stockholders’ equity | 2,414,642 | 2,078,060 | ||
Intercompany note receivable | (875,662) | (503,333) | ||
Total stockholders’ equity | 1,538,980 | 1,574,727 | ||
Total liabilities and stockholders' equity | 3,868,975 | 3,932,717 | ||
Non-Guarantor Subsidiaries [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 12,953 | 6,699 | $ 15,596 | $ 15,909 |
Contracts-in-transit and vehicle receivables, net | 28,411 | 19,163 | ||
Accounts and notes receivable, net | 32,379 | 25,690 | ||
Intercompany accounts receivable | 0 | 0 | ||
Inventory, Net | 264,944 | 204,585 | ||
Prepaid expenses and other current assets | 27,204 | 13,118 | ||
Total current assets | 365,891 | 269,255 | ||
PROPERTY AND EQUIPMENT, net | 135,799 | 117,643 | ||
GOODWILL | 70,828 | 45,140 | ||
INTANGIBLE FRANCHISE RIGHTS | 24,342 | 21,929 | ||
INVESTMENT IN SUBSIDIARIES | 0 | 0 | ||
OTHER ASSETS | 4,481 | 5,912 | ||
Total assets | 601,341 | 459,879 | ||
Floorplan notes payable - credit facility and other | 4,936 | 4,113 | ||
Offset account related to floorplan notes payable - credit facility | 0 | 0 | ||
Floorplan notes payable - manufacturer affiliates | 110,914 | 85,261 | ||
FMCC Offset | 0 | 0 | ||
Current maturities of long-term debt and short-term financing | 27,760 | 7,976 | ||
Derivative Liability, Current | 0 | |||
Accounts payable | 145,049 | 101,879 | ||
Intercompany accounts payable | 8,929 | 1,192 | ||
Accrued expenses | 19,821 | 17,814 | ||
Total current liabilities | 317,409 | 218,235 | ||
LONG-TERM DEBT, net of current maturities | 52,213 | 64,656 | ||
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 0 | 0 | ||
DEFERRED INCOME TAXES AND OTHER LIABILITIES | 5,979 | 4,950 | ||
Group 1 stockholders’ equity | 225,740 | 172,038 | ||
Intercompany note receivable | 0 | 0 | ||
Total stockholders’ equity | 225,740 | 172,038 | ||
Total liabilities and stockholders' equity | $ 601,341 | $ 459,879 |
Condensed Consolidated Financ88
Condensed Consolidated Financial Information Condensed Consolidated Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
REVENUES: | $ 2,673,632 | $ 2,823,176 | $ 2,782,449 | $ 2,608,355 | $ 2,672,602 | $ 2,800,569 | $ 2,726,480 | $ 2,432,854 | $ 10,887,612 | $ 10,632,505 | $ 9,937,889 |
COST OF SALES: | 9,292,543 | 9,098,533 | 8,489,951 | ||||||||
GROSS PROFIT | 389,181 | 406,668 | 410,119 | 389,101 | 380,133 | 398,382 | 391,573 | $ 363,884 | 1,595,069 | 1,533,972 | 1,447,938 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 1,170,763 | 1,120,833 | 1,061,964 | ||||||||
Depreciation and amortization | 51,234 | 47,239 | 42,344 | ||||||||
ASSET IMPAIRMENTS | $ 20,000 | $ 10,900 | $ 1,000 | $ 900 | $ 85,700 | $ 900 | $ 1,000 | 32,838 | 87,562 | 41,520 | |
INCOME (LOSS) FROM OPERATIONS | 340,234 | 278,338 | 302,110 | ||||||||
Floorplan interest expense | (44,927) | (39,264) | (41,614) | ||||||||
Interest Expense, Other | (67,936) | (56,903) | (49,693) | ||||||||
Gains (Losses) on Extinguishment of Debt | 0 | 0 | (46,403) | ||||||||
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES | 227,371 | 182,171 | 164,400 | ||||||||
BENEFIT (PROVISION) FOR INCOME TAXES | (80,306) | (88,172) | (71,396) | ||||||||
EQUITY IN EARNINGS OF SUBSIDIARIES | 0 | 0 | 0 | ||||||||
NET INCOME | 147,065 | 93,999 | 93,004 | ||||||||
COMPREHENSIVE LOSS | (8,960) | (56,000) | (30,307) | ||||||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | 138,105 | 37,999 | 62,697 | ||||||||
Consolidation, Eliminations [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
REVENUES: | 0 | 0 | 0 | ||||||||
COST OF SALES: | 0 | 0 | 0 | ||||||||
GROSS PROFIT | 0 | 0 | 0 | ||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
ASSET IMPAIRMENTS | 0 | 0 | 0 | ||||||||
INCOME (LOSS) FROM OPERATIONS | 0 | 0 | 0 | ||||||||
Floorplan interest expense | 0 | 0 | 0 | ||||||||
Interest Expense, Other | 0 | 0 | 0 | ||||||||
Gains (Losses) on Extinguishment of Debt | 0 | ||||||||||
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES | 0 | 0 | 0 | ||||||||
BENEFIT (PROVISION) FOR INCOME TAXES | 0 | 0 | 0 | ||||||||
EQUITY IN EARNINGS OF SUBSIDIARIES | (148,767) | (94,439) | (93,332) | ||||||||
NET INCOME | (148,767) | (94,439) | (93,332) | ||||||||
COMPREHENSIVE LOSS | 0 | 0 | |||||||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | (148,767) | (94,439) | (93,332) | ||||||||
Parent Company [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
REVENUES: | 0 | 0 | 0 | ||||||||
COST OF SALES: | 0 | 0 | 0 | ||||||||
GROSS PROFIT | 0 | 0 | 0 | ||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 2,722 | 3,024 | 2,796 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
ASSET IMPAIRMENTS | 0 | 0 | 0 | ||||||||
INCOME (LOSS) FROM OPERATIONS | (2,722) | (3,024) | (2,796) | ||||||||
Floorplan interest expense | 0 | 0 | 0 | ||||||||
Interest Expense, Other | 0 | 2,320 | 2,272 | ||||||||
Gains (Losses) on Extinguishment of Debt | 0 | ||||||||||
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES | (2,722) | (704) | (524) | ||||||||
BENEFIT (PROVISION) FOR INCOME TAXES | 1,020 | 264 | 196 | ||||||||
EQUITY IN EARNINGS OF SUBSIDIARIES | 148,767 | 94,439 | 93,332 | ||||||||
NET INCOME | 147,065 | 93,999 | 93,004 | ||||||||
COMPREHENSIVE LOSS | 0 | 0 | |||||||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | 147,065 | 93,999 | 93,004 | ||||||||
Guarantor Subsidiaries [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
REVENUES: | 8,734,673 | 8,893,990 | 8,175,242 | ||||||||
COST OF SALES: | 7,379,323 | 7,555,043 | 6,929,334 | ||||||||
GROSS PROFIT | 1,355,350 | 1,338,947 | 1,245,908 | ||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 954,495 | 950,268 | 883,442 | ||||||||
Depreciation and amortization | 43,472 | 41,220 | 36,701 | ||||||||
ASSET IMPAIRMENTS | 21,794 | 18,899 | 15,571 | ||||||||
INCOME (LOSS) FROM OPERATIONS | 335,589 | 328,560 | 310,194 | ||||||||
Floorplan interest expense | (40,444) | (36,063) | (34,061) | ||||||||
Interest Expense, Other | (64,870) | (52,276) | (46,517) | ||||||||
Gains (Losses) on Extinguishment of Debt | (46,403) | ||||||||||
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES | 230,275 | 240,221 | 183,213 | ||||||||
BENEFIT (PROVISION) FOR INCOME TAXES | (83,560) | (89,698) | (77,911) | ||||||||
EQUITY IN EARNINGS OF SUBSIDIARIES | 0 | 0 | 0 | ||||||||
NET INCOME | 146,715 | 150,523 | 105,302 | ||||||||
COMPREHENSIVE LOSS | 10,121 | (1,543) | (4,059) | ||||||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | 156,836 | 148,980 | 101,243 | ||||||||
Non-Guarantor Subsidiaries [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
REVENUES: | 2,152,939 | 1,738,515 | 1,762,647 | ||||||||
COST OF SALES: | 1,913,220 | 1,543,490 | 1,560,617 | ||||||||
GROSS PROFIT | 239,719 | 195,025 | 202,030 | ||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 213,546 | 167,541 | 175,726 | ||||||||
Depreciation and amortization | 7,762 | 6,019 | 5,643 | ||||||||
ASSET IMPAIRMENTS | 11,044 | 68,663 | 25,949 | ||||||||
INCOME (LOSS) FROM OPERATIONS | 7,367 | (47,198) | (5,288) | ||||||||
Floorplan interest expense | (4,483) | (3,201) | (7,553) | ||||||||
Interest Expense, Other | (3,066) | (6,947) | (5,448) | ||||||||
Gains (Losses) on Extinguishment of Debt | 0 | ||||||||||
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES | (182) | (57,346) | (18,289) | ||||||||
BENEFIT (PROVISION) FOR INCOME TAXES | 2,234 | 1,262 | 6,319 | ||||||||
EQUITY IN EARNINGS OF SUBSIDIARIES | 0 | 0 | 0 | ||||||||
NET INCOME | 2,052 | (56,084) | (11,970) | ||||||||
COMPREHENSIVE LOSS | (19,081) | (54,457) | (26,248) | ||||||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | $ (17,029) | $ (110,541) | $ (38,218) |
Condensed Consolidated Financ89
Condensed Consolidated Financial Information Condensed Consolidated Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net Cash Provided by (Used in) Operating Activities | $ 384,857 | $ 141,047 | $ 198,288 | |
Cash paid in acquisitions, net of cash received | (57,327) | (212,252) | (336,551) | |
Proceeds from disposition of franchises, property and equipment | 36,843 | 41,581 | 144,597 | |
Purchases of property and equipment, including real estate | (156,521) | (120,252) | (150,392) | |
Payments for (Proceeds from) Other Investing Activities | 2,965 | 6,421 | (4,705) | |
Net Cash Provided by (Used in) Investing Activities | (174,040) | (284,502) | (347,051) | |
Borrowings on credit facility - floorplan line and other | 6,597,406 | 7,557,237 | 7,832,014 | |
Repayments On Credit Facility Floorplan Line | (6,676,161) | (7,504,516) | (7,802,719) | |
Borrowings on Credit Facility Acquisition Line | 220,020 | 489,548 | 389,368 | |
Repayments on Credit Facility Acquisition Line | (220,020) | (557,696) | (379,681) | |
Net borrowings on 5.00% Senior Unsecured Notes | 0 | 0 | 539,600 | |
Net borrowings on 5.25% Senior Unsecured Notes | 0 | 296,250 | 0 | |
Payments of Debt Issuance Costs | (3,513) | (788) | (1,881) | |
Repayments of 3.00% Convertible Notes | 0 | 0 | (260,074) | |
Proceeds from call options and warrants related to 3.00% Notes | 0 | 0 | 32,697 | |
Repayments of 2.25% Convertible Notes | 0 | 0 | (182,756) | |
Proceeds from Issuance of Other Long-term Debt | 49,972 | 59,855 | 91,137 | |
Repayments of Other Long-term Debt | (45,928) | (63,769) | (85,905) | |
Borrowings Of Long Term Debt Related To Real Estate Loans | 42,654 | 32,026 | 112,179 | |
Principal Payments Of Long Term Debt Related To Real Estate Loans | (25,463) | (72,079) | (59,950) | |
Net Issuance of Common and Treasury Shares to Employee Stock Compensation Plans | 3,868 | 214 | (321) | |
Repurchases of common stock, amounts based on settlement date | (127,606) | (97,473) | (36,802) | |
Tax effect from excess stock-based compensation | (249) | 2,142 | 1,841 | |
Dividends paid | (19,987) | (19,942) | (17,097) | |
Borrowings (repayments) with subsidiaries | 0 | 0 | 0 | |
Change in investment in subsidiaries | 0 | 0 | 0 | |
Cash Dividends Paid to Parent Company by Consolidated Subsidiaries | 0 | |||
Net cash provided by (used in) financing activities | (205,007) | 121,009 | 171,650 | |
Effect of Exchange Rate on Cash and Cash Equivalents | 2,145 | (5,492) | (2,127) | |
Cash and Cash Equivalents, Period Increase (Decrease) | 7,955 | (27,938) | 20,760 | |
Cash and Cash Equivalents, at Carrying Value | 20,992 | 13,037 | 40,975 | $ 20,215 |
Non-Guarantor Subsidiaries [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net Cash Provided by (Used in) Operating Activities | (760) | (2,662) | (36,621) | |
Cash paid in acquisitions, net of cash received | (57,327) | 0 | (30,187) | |
Proceeds from disposition of franchises, property and equipment | 1,526 | 748 | 3,450 | |
Purchases of property and equipment, including real estate | (18,258) | (23,243) | (9,985) | |
Payments for (Proceeds from) Other Investing Activities | 217 | 0 | 0 | |
Net Cash Provided by (Used in) Investing Activities | (73,842) | (22,495) | (36,722) | |
Borrowings on credit facility - floorplan line and other | 0 | 0 | 0 | |
Repayments On Credit Facility Floorplan Line | 0 | 0 | 0 | |
Borrowings on Credit Facility Acquisition Line | 0 | 0 | 0 | |
Repayments on Credit Facility Acquisition Line | 0 | 0 | 0 | |
Net borrowings on 5.00% Senior Unsecured Notes | 0 | |||
Net borrowings on 5.25% Senior Unsecured Notes | 0 | |||
Payments of Debt Issuance Costs | 0 | 0 | 0 | |
Repayments of 3.00% Convertible Notes | 0 | |||
Proceeds from call options and warrants related to 3.00% Notes | 0 | |||
Repayments of 2.25% Convertible Notes | 0 | |||
Proceeds from Issuance of Other Long-term Debt | 49,972 | 59,404 | 91,137 | |
Repayments of Other Long-term Debt | (45,005) | (62,383) | (85,905) | |
Borrowings Of Long Term Debt Related To Real Estate Loans | 0 | 22,430 | 25,457 | |
Principal Payments Of Long Term Debt Related To Real Estate Loans | (5,154) | (3,845) | (16,890) | |
Net Issuance of Common and Treasury Shares to Employee Stock Compensation Plans | 0 | 0 | 0 | |
Repurchases of common stock, amounts based on settlement date | 0 | 0 | 0 | |
Tax effect from excess stock-based compensation | 0 | 0 | 0 | |
Dividends paid | 0 | 0 | 0 | |
Borrowings (repayments) with subsidiaries | 7,737 | (9,045) | 63,625 | |
Change in investment in subsidiaries | 71,161 | 15,191 | (148) | |
Cash Dividends Paid to Parent Company by Consolidated Subsidiaries | (2,119) | |||
Net cash provided by (used in) financing activities | 78,711 | 21,752 | 75,157 | |
Effect of Exchange Rate on Cash and Cash Equivalents | 2,145 | (5,492) | (2,127) | |
Cash and Cash Equivalents, Period Increase (Decrease) | 6,254 | (8,897) | (313) | |
Cash and Cash Equivalents, at Carrying Value | 12,953 | 6,699 | 15,596 | 15,909 |
Guarantor Subsidiaries [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net Cash Provided by (Used in) Operating Activities | 238,552 | 49,710 | 235,236 | |
Cash paid in acquisitions, net of cash received | 0 | (212,252) | (306,364) | |
Proceeds from disposition of franchises, property and equipment | 35,317 | 40,833 | 141,147 | |
Purchases of property and equipment, including real estate | (138,263) | (97,009) | (140,407) | |
Payments for (Proceeds from) Other Investing Activities | 2,748 | 6,421 | (4,705) | |
Net Cash Provided by (Used in) Investing Activities | (100,198) | (262,007) | (310,329) | |
Borrowings on credit facility - floorplan line and other | 6,597,406 | 7,557,237 | 7,832,014 | |
Repayments On Credit Facility Floorplan Line | (6,676,161) | (7,504,516) | (7,802,719) | |
Borrowings on Credit Facility Acquisition Line | 0 | 0 | 0 | |
Repayments on Credit Facility Acquisition Line | 0 | 0 | 0 | |
Net borrowings on 5.00% Senior Unsecured Notes | 0 | |||
Net borrowings on 5.25% Senior Unsecured Notes | 0 | |||
Payments of Debt Issuance Costs | (516) | (788) | 0 | |
Repayments of 3.00% Convertible Notes | 0 | |||
Proceeds from call options and warrants related to 3.00% Notes | 0 | |||
Repayments of 2.25% Convertible Notes | 0 | |||
Proceeds from Issuance of Other Long-term Debt | 0 | 451 | 0 | |
Repayments of Other Long-term Debt | (923) | (1,386) | 0 | |
Borrowings Of Long Term Debt Related To Real Estate Loans | 42,654 | 9,596 | 86,722 | |
Principal Payments Of Long Term Debt Related To Real Estate Loans | (20,309) | (68,234) | (43,060) | |
Net Issuance of Common and Treasury Shares to Employee Stock Compensation Plans | 0 | 0 | 0 | |
Repurchases of common stock, amounts based on settlement date | 0 | 0 | 0 | |
Tax effect from excess stock-based compensation | 0 | 2,142 | 1,841 | |
Dividends paid | 0 | 0 | 0 | |
Borrowings (repayments) with subsidiaries | (406,888) | (211,236) | (141,824) | |
Change in investment in subsidiaries | 328,084 | 409,990 | 161,073 | |
Cash Dividends Paid to Parent Company by Consolidated Subsidiaries | 2,119 | |||
Net cash provided by (used in) financing activities | (136,653) | 193,256 | 96,166 | |
Effect of Exchange Rate on Cash and Cash Equivalents | 0 | 0 | 0 | |
Cash and Cash Equivalents, Period Increase (Decrease) | 1,701 | (19,041) | 21,073 | |
Cash and Cash Equivalents, at Carrying Value | 8,039 | 6,338 | 25,379 | 4,306 |
Parent Company [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net Cash Provided by (Used in) Operating Activities | 147,065 | 93,999 | (327) | |
Cash paid in acquisitions, net of cash received | 0 | 0 | 0 | |
Proceeds from disposition of franchises, property and equipment | 0 | 0 | 0 | |
Purchases of property and equipment, including real estate | 0 | 0 | 0 | |
Payments for (Proceeds from) Other Investing Activities | 0 | 0 | 0 | |
Net Cash Provided by (Used in) Investing Activities | 0 | 0 | 0 | |
Borrowings on credit facility - floorplan line and other | 0 | 0 | 0 | |
Repayments On Credit Facility Floorplan Line | 0 | 0 | 0 | |
Borrowings on Credit Facility Acquisition Line | 220,020 | 489,548 | 389,368 | |
Repayments on Credit Facility Acquisition Line | (220,020) | (557,696) | (379,681) | |
Net borrowings on 5.00% Senior Unsecured Notes | 539,600 | |||
Net borrowings on 5.25% Senior Unsecured Notes | 296,250 | |||
Payments of Debt Issuance Costs | (2,997) | 0 | (1,881) | |
Repayments of 3.00% Convertible Notes | (260,074) | |||
Proceeds from call options and warrants related to 3.00% Notes | 32,697 | |||
Repayments of 2.25% Convertible Notes | (182,756) | |||
Proceeds from Issuance of Other Long-term Debt | 0 | 0 | 0 | |
Repayments of Other Long-term Debt | 0 | 0 | 0 | |
Borrowings Of Long Term Debt Related To Real Estate Loans | 0 | 0 | 0 | |
Principal Payments Of Long Term Debt Related To Real Estate Loans | 0 | 0 | 0 | |
Net Issuance of Common and Treasury Shares to Employee Stock Compensation Plans | 3,868 | 214 | (321) | |
Repurchases of common stock, amounts based on settlement date | (127,606) | (97,473) | (36,802) | |
Tax effect from excess stock-based compensation | (249) | 0 | 0 | |
Dividends paid | (19,987) | (19,942) | (17,097) | |
Borrowings (repayments) with subsidiaries | 399,151 | 220,281 | 78,199 | |
Change in investment in subsidiaries | (399,245) | (425,181) | (160,925) | |
Cash Dividends Paid to Parent Company by Consolidated Subsidiaries | 0 | |||
Net cash provided by (used in) financing activities | (147,065) | (93,999) | 327 | |
Effect of Exchange Rate on Cash and Cash Equivalents | 0 | 0 | 0 | |
Cash and Cash Equivalents, Period Increase (Decrease) | 0 | 0 | 0 | |
Cash and Cash Equivalents, at Carrying Value | $ 0 | $ 0 | $ 0 | $ 0 |