Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 01, 2019 | Jun. 30, 2018 | |
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, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,018 | ||
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 Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.2 | ||
Entity Common Stock, Shares Outstanding | 18,340,482 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 15,932 | $ 28,787 |
Contracts-in-transit and vehicle receivables, net | 265,660 | 306,433 |
Accounts and notes receivable, net | 193,981 | 188,611 |
Inventories, net | 1,844,059 | 1,763,293 |
Prepaid expenses and other current assets | 82,734 | 42,062 |
Total current assets | 2,402,366 | 2,329,186 |
PROPERTY AND EQUIPMENT, net | 1,347,835 | 1,318,959 |
GOODWILL | 963,925 | 913,034 |
INTANGIBLE FRANCHISE RIGHTS | 259,630 | 285,632 |
OTHER ASSETS | 27,319 | 24,254 |
Total assets | 5,001,075 | 4,871,065 |
CURRENT LIABILITIES: | ||
Floorplan notes payable — credit facility and other | 1,292,452 | 1,240,695 |
Offset account related to floorplan notes payable - credit facility | (33,637) | (86,547) |
Floorplan notes payable — manufacturer affiliates | 417,924 | 397,183 |
Offset account related to floorplan notes payable - manufacturer affiliates | (100) | (22,500) |
Current maturities of long-term debt and short-term financing | 92,967 | 77,609 |
Current liabilities from interest rate risk management activities | 115 | 1,996 |
Accounts payable | 419,350 | 412,981 |
Accrued expenses | 197,494 | 177,070 |
Total current liabilities | 2,386,565 | 2,198,487 |
LONG-TERM DEBT, net of current maturities | 1,281,489 | 1,318,184 |
DEFERRED INCOME TAXES | 134,683 | 124,404 |
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 1,696 | 8,583 |
OTHER LIABILITIES | 100,948 | 97,125 |
COMMITMENTS AND CONTINGENCIES (NOTE 15) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.01 par value, 1,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $0.01 par value, 50,000 shares authorized; 25,494 and 25,515 issued, respectively | 255 | 255 |
Additional paid-in capital | 292,774 | 291,461 |
Retained earnings | 1,394,817 | 1,246,323 |
Accumulated other comprehensive income (loss) | (137,772) | (123,226) |
Treasury stock, at cost; 7,172 and 4,617 shares, respectively | (454,380) | (290,531) |
Total stockholders’ equity | 1,095,694 | 1,124,282 |
Total liabilities and stockholders’ equity | $ 5,001,075 | $ 4,871,065 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred stock | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 1,000,000 | 1,000,000 |
Shares issued (in shares) | 0 | 0 |
Shares outstanding (in shares) | 0 | 0 |
Common stock | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 50,000,000 | 50,000,000 |
Shares issued (in shares) | 25,494,000 | 25,515,000 |
Treasury stock | ||
Treasury stock (in shares) | 7,172,000 | 4,617,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
REVENUES | $ 11,601,358 | $ 11,123,721 | $ 10,887,612 |
COST OF SALES | 9,876,265 | 9,478,212 | 9,292,543 |
GROSS PROFIT | 1,725,093 | 1,645,509 | 1,595,069 |
Selling, general and administrative expenses | 1,273,057 | 1,226,195 | 1,170,763 |
Depreciation and amortization expense | 67,070 | 57,936 | 51,234 |
Asset impairments | 43,883 | 19,506 | 32,838 |
INCOME (LOSS) FROM OPERATIONS | 341,083 | 341,872 | 340,234 |
OTHER INCOME (EXPENSE): | |||
Floorplan interest expense | (59,882) | (52,372) | (44,927) |
Other interest expense, net | (75,798) | (70,497) | (67,936) |
INCOME (LOSS) BEFORE INCOME TAXES | 205,403 | 219,003 | 227,371 |
Benefit (provision) for income taxes | (47,631) | (5,561) | (80,306) |
NET INCOME (LOSS) | $ 157,772 | $ 213,442 | $ 147,065 |
BASIC EARNINGS (LOSS) PER SHARE (in dollars per share) | $ 7.83 | $ 10.08 | $ 6.67 |
Weighted average common shares outstanding (in shares) | 19,453 | 20,420 | 21,161 |
DILUTED EARNINGS (LOSS) PER SHARE (in dollars per share) | $ 7.83 | $ 10.08 | $ 6.67 |
Weighted average common shares outstanding (in shares) | 19,461 | 20,425 | 21,170 |
CASH DIVIDENDS PER COMMON SHARE (in dollars per share) | $ 1.04 | $ 0.97 | $ 0.91 |
New vehicle retail sales | |||
REVENUES | $ 6,181,371 | $ 6,157,531 | $ 6,046,075 |
COST OF SALES | 5,870,502 | 5,835,526 | 5,729,697 |
Used vehicle retail sales | |||
REVENUES | 3,166,070 | 2,798,986 | 2,757,713 |
COST OF SALES | 2,980,142 | 2,621,431 | 2,575,234 |
Used vehicle wholesale sales | |||
REVENUES | 369,575 | 400,170 | 401,863 |
COST OF SALES | 367,880 | 402,912 | 406,305 |
Parts and service sales | |||
REVENUES | 1,416,889 | 1,338,032 | 1,261,307 |
COST OF SALES | 657,741 | 618,343 | 581,307 |
Finance, insurance and other, net | |||
REVENUES | $ 467,453 | $ 429,002 | $ 420,654 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
NET INCOME (LOSS) | $ 157,772 | $ 213,442 | $ 147,065 |
Other comprehensive income (loss), net of taxes: | |||
Foreign currency translation adjustment | (24,156) | 15,061 | (19,081) |
Net unrealized gain (loss) on interest rate risk management activities: | |||
Net current period other comprehensive income (loss) | 6,546 | 1,034 | 1,728 |
Unrealized gain (loss) on interest rate risk management activities, net of tax | 9,760 | 8,657 | 10,121 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES | (14,396) | 23,718 | (8,960) |
COMPREHENSIVE INCOME (LOSS) | 143,376 | 237,160 | 138,105 |
SG&A | |||
Net unrealized gain (loss) on interest rate risk management activities: | |||
Reclassification adjustment for gain (loss), net of tax | (698) | 0 | 0 |
Interest Expense | |||
Net unrealized gain (loss) on interest rate risk management activities: | |||
Reclassification adjustment for gain (loss), net of tax | $ 3,912 | $ 7,623 | $ 8,393 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Tax (benefit) provision of unrealized gain (loss) on interest rate swap | $ 2,067 | $ 620 | $ 1,037 |
SG&A | |||
Tax benefit (provision) of reclassification adjustment | (220) | 0 | 0 |
Interest Expense | |||
Tax benefit (provision) of reclassification adjustment | $ 1,235 | $ 4,573 | $ 5,036 |
Consolidated Statements of Stoc
Consolidated Statements 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 |
BALANCE (in shares) at Dec. 31, 2015 | 25,706 | |||||
BALANCE at Dec. 31, 2015 | $ 918,252 | $ 257 | $ 291,092 | $ 926,169 | $ (137,984) | $ (161,282) |
Net income (loss) | 147,065 | 147,065 | ||||
Other comprehensive income (loss), net of taxes | (8,960) | (8,960) | ||||
Purchases of treasury stock | (129,187) | (129,187) | ||||
Net issuance of treasury shares to employee stock compensation plans (in shares) | (43) | |||||
Net issuance of treasury shares to employee stock compensation plans | 2,193 | $ 0 | (20,963) | 23,156 | ||
Stock-based compensation | 20,770 | 20,770 | ||||
Cash dividends, net of estimated forfeitures relative to participating securities | (19,933) | (19,933) | ||||
BALANCE (in shares) at Dec. 31, 2016 | 25,663 | |||||
BALANCE at Dec. 31, 2016 | 930,200 | $ 257 | 290,899 | 1,053,301 | (146,944) | (267,313) |
Net income (loss) | 213,442 | 213,442 | ||||
Other comprehensive income (loss), net of taxes | 23,718 | 23,718 | ||||
Purchases of treasury stock | (42,084) | (42,084) | ||||
Net issuance of treasury shares to employee stock compensation plans (in shares) | (148) | |||||
Net issuance of treasury shares to employee stock compensation plans | 571 | $ (2) | (18,293) | 18,866 | ||
Stock-based compensation | 18,855 | 18,855 | ||||
Cash dividends, net of estimated forfeitures relative to participating securities | (20,420) | (20,420) | ||||
BALANCE (in shares) at Dec. 31, 2017 | 25,515 | |||||
BALANCE at Dec. 31, 2017 | 1,124,282 | $ 255 | 291,461 | 1,246,323 | (123,226) | (290,531) |
Net income (loss) | 157,772 | 157,772 | ||||
Other comprehensive income (loss), net of taxes | (14,396) | (14,396) | ||||
Tax effects reclassified from accumulated other comprehensive income | 150 | (150) | ||||
Purchases of treasury stock | (183,918) | (183,918) | ||||
Net issuance of treasury shares to employee stock compensation plans (in shares) | (21) | |||||
Net issuance of treasury shares to employee stock compensation plans | 2,717 | (17,352) | 20,069 | |||
Stock-based compensation | 18,665 | 18,665 | ||||
Cash dividends, net of estimated forfeitures relative to participating securities | (20,825) | (20,825) | ||||
BALANCE (in shares) at Dec. 31, 2018 | 25,494 | |||||
BALANCE at Dec. 31, 2018 | $ 1,095,694 | $ 255 | $ 292,774 | $ 1,394,817 | $ (137,772) | $ (454,380) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Tax effect of stock-based compensation | $ 249 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 157,772 | $ 213,442 | $ 147,065 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 67,070 | 57,936 | 51,234 |
Deferred income taxes | 3,474 | (46,063) | 14,162 |
Asset impairments | 43,883 | 19,506 | 32,838 |
Stock-based compensation | 18,714 | 18,900 | 21,073 |
Amortization of debt discount and issue costs | 3,421 | 3,661 | 3,694 |
(Gain) loss on disposition of assets | (26,819) | (781) | (2,675) |
Other | 896 | (407) | 1,084 |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||
Accounts payable and accrued expenses | 18,447 | 35,576 | 76,126 |
Accounts and notes receivable | 2,940 | (10,674) | (18,663) |
Inventories | (80,612) | (44,021) | 79,319 |
Contracts-in-transit and vehicle receivables | 39,503 | (33,484) | (15,621) |
Prepaid expenses and other assets | (16,316) | (9,299) | 7,484 |
Floorplan notes payable — manufacturer affiliates | 38,406 | (8,294) | (12,630) |
Deferred revenues | (801) | 517 | (393) |
Net cash provided by (used in) operating activities | 269,978 | 196,515 | 384,097 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Cash paid for acquisitions, net of cash received | (135,343) | (109,081) | (57,327) |
Proceeds from disposition of franchises, property and equipment | 107,874 | 10,708 | 36,843 |
Purchases of property and equipment, including real estate | (141,033) | (215,832) | (156,521) |
Other | 501 | 1,607 | 2,965 |
Net cash provided by (used in) investing activities | (168,001) | (312,598) | (174,040) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Borrowings on credit facility — floorplan line and other | 6,954,328 | 7,019,070 | 6,597,406 |
Repayments on credit facility — floorplan line and other | (6,870,056) | (6,957,866) | (6,676,161) |
Borrowings on credit facility — acquisition line | 165,346 | 68,086 | 220,020 |
Repayments on credit facility — acquisition line | (158,485) | (42,278) | (220,020) |
Borrowings on other debt | 156,023 | 165,702 | 49,972 |
Principal payments on other debt | (118,789) | (121,199) | (45,928) |
Borrowings on debt related to real estate, net of debt issue costs | 54,712 | 75,309 | 39,141 |
Principal payments on debt related to real estate | (91,467) | (29,391) | (25,463) |
Employee stock purchase plan purchases, net of employee tax withholdings | 2,717 | 4,603 | 3,868 |
Proceeds from termination of mortgage swap | 918 | 0 | 0 |
Repurchases of common stock, amounts based on settlement date | (183,918) | (40,094) | (127,606) |
Tax effect from stock-based compensation | 0 | 0 | (249) |
Dividends paid | (20,872) | (20,466) | (19,987) |
Net cash provided by (used in) financing activities | (109,543) | 121,476 | (205,007) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (3,345) | (8) | 2,145 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (10,911) | 5,385 | 7,195 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 29,631 | 24,246 | 17,051 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 18,720 | 29,631 | 24,246 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Purchases of property and equipment, including real estate, accrued in accounts payable and accrued expenses | $ 9,248 | $ 8,759 | $ 15,930 |
Annual Financial Information
Annual Financial Information | 12 Months Ended |
Dec. 31, 2018 | |
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 15 states in the United States of America (“U.S.”), 32 towns in the United Kingdom (“U.K.”), and four states in Brazil. Group 1 Automotive, Inc. and its subsidiaries are collectively referred to as the “Company” in these Notes to Consolidated Financial Statements. The Company, through its regions, sells new and used cars and light trucks; arranges related vehicle financing; sells service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts. As of December 31, 2018 , the Company’s U.S. retail network consisted of 118 dealerships within the following states: Alabama, California, Florida, Georgia, Kansas, Louisiana, Maryland, Massachusetts, Mississippi, New Hampshire, New Jersey, New Mexico, Oklahoma, South Carolina, and Texas. The President of U.S. Operations reports directly to the Company's Chief Executive Officer and is responsible for the overall performance of the U.S. region, as well as for overseeing the market directors and dealership general managers. In addition, as of December 31, 2018 , the Company had two international regions: (a) the U.K., which consisted of 47 dealerships and (b) Brazil, which consisted of 18 dealerships. The operations of the Company's international regions are structured similar to the U.S. region. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Estimates | 12 Months Ended |
Dec. 31, 2018 | |
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 by applying the acquisition method of accounting, and their results of operations are included from the effective dates of the closings of the acquisitions. The allocations of purchase price to the assets acquired and liabilities assumed are assigned and recorded based on estimates of fair value and are subject to change within the purchase price allocation period (generally one year from the respective acquisition date). All intercompany balances and transactions have been eliminated in consolidation. 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 21, “Segment Information”, for additional details regarding the Company’s reportable segments. Revenue Recognition See discussion of revenue recognition in the Adoption of ASC Topic 606, "Revenue from Contracts with Customers" section of this Note 2 below, as well as Note 3, “Revenues”. 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, 2018 and 2017 , cash and cash equivalents excluded $33.7 million and $109.0 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 12, “Credit Facilities”), which are the Company’s primary options 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 net realizable value and are removed from inventory using the specific identification method 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, 2018 and 2017 , inventory cost had been reduced by $9.7 million and $9.1 million , respectively, for interest assistance received from manufacturers. New vehicle cost of sales was reduced by $47.3 million , $48.9 million and $49.2 million for interest assistance received related to vehicles sold for the years ended December 31, 2018 , 2017 and 2016 , respectively. The interest assistance over the past three years has ranged from approximately 77.1% of the Company’s quarterly floorplan interest expense in the fourth quarter of 2018 to 116.6% for the third quarter of 2016 . 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, 2018 and 2017, the Company’s used vehicle days’ supply was 39 days . Parts and accessories inventories are valued at lower of cost (determined on a first-in, first-out basis) or net realizable value in the Consolidated Balance Sheets. 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 that are held-for-use 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 16, “Asset Impairments”, for additional details regarding the Company’s impairment of long-lived assets. Goodwill 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. The Company is organized into three geographic regions, the U.S. region, 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. Annually in the fourth quarter, based on the carrying values of the Company’s regions as of October 31, 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 an adverse 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 estimates of market participants’ 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 unit (which represents the Company’s largest reporting unit) as of October 31, 2018 , the Company based its analysis on an estimate of industry sales of 16.8 million units in 2019 , 16.7 million units in 2020 and declining approximately one hundred thousand units annually 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 16 , "Asset Impairments” and Note 17 , “Intangible Franchise Rights and Goodwill”, for additional details regarding the Company’s goodwill. 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 unit and remain as part of goodwill in the U.S. reporting unit at December 31, 2018 and 2017 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 each of the Company’s individual franchise rights 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 16 , "Asset Impairments” and Note 17 , “Intangible Franchise Rights and Goodwill”, for additional details regarding the Company’s intangible franchise rights. Income Taxes Currently, the Company operates in 15 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 U.S. state net operating losses, as well as deferred tax assets primarily relating to 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. See Note 8 , “Income Taxes” for additional details. 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 derivative instruments. 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. For discussion on the fair value of the Company’s interest rate derivative instruments and fixed-rate long-term debt, see Note 5, “Derivative Instruments and Risk Management Activities” and Note 13 , “Long-Term Debt” , for additional details. 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. 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 determined appropriate based on current and forecasted future 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, 2018 , 2017 and 2016 . The Company measures the fair value of its interest rate derivative instruments utilizing an income approach valuation technique, converting estimated 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 14 , “ Fair Value Measurements ”. The Company validates the outputs of its valuation technique by comparison to valuations from the respective counterparties. See Note 5 , “ Derivative Instruments and Risk Management Activities ” and Note 14 , “ 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 (R$). 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 it through earnings 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 Consolidated Statements of Operations, as the related inventory is sold. Factory incentive amounts related to parts and vehicles still in inventory as of the balance sheet date are reflected as a reduction of the carrying value of the inventory. 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, 2018 , 2017 , and 2016 , totaled $75.2 million , $74.1 million and $75.3 million , respectively. 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 assistance amounts received related to vehicles still in inventory as of the balance sheet date are reflected in accrued expenses. Advertising expense has been reduced by $14.8 million , $15.3 million and $16.7 million for advertising assistance earned related to vehicles sold for the years ended December 31, 2018 , 2017 and 2016 , 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, 2018 , Toyota (including Lexus and Toyota brands), Volkswagen (including Audi, Porsche, SEAT, SKODA and Volkswagen 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), Daimler (including Mercedes-Benz, smart and Sprinter brands), FCA US (formerly Chrysler) (including Chrysler, Dodge, RAM and Jeep brands), Hyundai (including Hyundai and Kia brands) and Jaguar Land Rover accounted for 25.2% , 13.4% , 12.0% , 10.9% , 9.7% , 6.5% , 6.1% , 4.8% , 3.9% , 4.0% , and 1.8% of the Company’s new vehicle sales volume, respectively. No other manufacturer accounted for more than 1.9% of the Company’s total new vehicle sales volume in 2018 . 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, 2018 , the Company was due $105.1 million from various manufacturers (see Note 9, “Accounts and Notes Receivable”). Receivable balances from Toyota, General Motors, Daimler, Volkswagen, Ford, BMW, Nissan, Honda, FCA US (formerly Chrysler), Jaguar Land Rover and Hyundai, represented 15.1% , 14.7% , 12.8% , 12.5% , 10.3% , 7.4% , 5.9% , 4.3% , 4.0% , 3.2% and 2.6% , 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. and Brazil, the Company chooses which used vehicles to finance and the borrowings flow directly to the Company from the lender. All borrowings from, and repayments to, lenders affiliated with the vehicle manufacturers (excluding the cash flows from or to manufacturer affiliated lenders participating in the Company’s syndicated lending group under the Revolving Credit Facility) are presented within Cash Flows from Operating Activities on the Consolidated Statements of Cash Flows. All borrowings from, and repayments to, the syndicated lending group under the Revolving Credit Facility (as defined in Note 12, “Credit Facilities”) (including the cash flows from or to manufacturer affiliated lenders participating in the facility), as well as borrowing from, and repayments to, the Company’s other credit facilities are presented within Cash Flows from Financing Activities. Cash paid for interest, including the monthly settlement of the Company’s interest rate derivatives, was $128.6 million , $117.1 million and $109.3 million in 2018 , 2017 and 2016 , respectively. Cash paid for taxes, net of refunds, was $40.8 million , $61.0 million and $56.9 million in 2018 , 2017 and 2016 , respectively. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Consolidated Balance Sheets to the total of the same amounts shown in the Consolidated Statements of Cash Flows (in thousands): Years Ended December 31, 2018 2017 2016 Cash and cash equivalents $ 15,932 $ 28,787 $ 20,992 Restricted cash, included in other assets 2,788 844 3,254 Total cash, cash equivalents and restricted cash $ 18,720 $ 29,631 $ 24,246 See Note 14, “Fair Value Measurements” , for additional details regarding the Company's restricted cash balances. 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 a Selling, general and administrative expense in the accompanying Consolidated Statements of Operations. 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. Under the Company’s U.S. workers’ compensation and general liability insurance coverage, its exposure per claim 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, 2018 , the Company had accrued $19.3 million for its estimated liability on incurred worker’s compensation and general liability claims. At least annually, the Company engages a third-party actuary to conduct a study of the exposures under the self-insured portion of its worker’s compensation and general liability insurance programs for all open policy years. In the interim, the Company reviews the estimates within the study and monitors actual experience for unusual variances. The appropriate adjustments are made to the accrual, based upon these procedures. Actuarial estimates for the portion of claims not covered by insurance are based on historical claims experience adjusted for loss trending and loss development factors. Changes in the frequency or severity of claims from historical levels could influence our reserve for claims and our financial position, results of operations and cash flows. The Company’s U.S. insurance coverage for employee medical benefits limits the Company’s exposure to $1.0 million per occurrence. The Company’s U.S. property insurance includes coverage for building damage, content damage and business interruption. Deductibles for the U.S. property insurance vary depending on the cause of damage and the location. The Company has insurance policies covering similar risks with smaller deductibles and/or self-insured retentions in both the U.K. and Brazil. Recently Adopted Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments in this update address 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 cas |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES As discussed in Note 2, “Summary of Significant Accounting Policies and Estimates”, the Company’s material revenue streams are the sale of new and used vehicles; arrangement of associated vehicle financing and the sale of service and other insurance contracts; the performance of vehicle maintenance and repair services (including collision restoration); and the sale of vehicle parts. The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Years Ended December 31, 2018 2017 (1) 2016 (1) REVENUES: New vehicle retail sales $ 6,181,371 $ 6,157,531 $ 6,046,075 Used vehicle retail sales 3,166,070 2,798,986 2,757,713 Used vehicle wholesale sales 369,575 400,170 401,863 Total new and used vehicle sales 9,717,016 9,356,687 9,205,651 Vehicle parts sales 340,456 316,850 302,117 Maintenance and repair sales 1,076,433 1,021,182 959,190 Total parts and service sales 1,416,889 1,338,032 1,261,307 Finance, insurance and other, net 467,453 429,002 420,654 Total revenues $ 11,601,358 $ 11,123,721 $ 10,887,612 (1) As described in Note 2, “Summary of Significant Accounting Policies and Estimates”, results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historical accounting policies under Topic 605, Revenue Recognition . The following tables present the Company's revenues disaggregated by its geographical segments (in thousands): Year Ended December 31, 2018 U.S. U.K. Brazil Total REVENUES: New vehicle retail sales $ 4,682,820 $ 1,217,135 $ 281,416 $ 6,181,371 Used vehicle retail sales 2,306,999 771,719 87,352 3,166,070 Used vehicle wholesale sales 178,910 173,783 16,882 369,575 Total new and used vehicle sales 7,168,729 2,162,637 385,650 9,717,016 Vehicle parts sales 296,027 39,146 5,283 340,456 Maintenance and repair sales 857,230 178,448 40,755 1,076,433 Total parts and service sales 1,153,257 217,594 46,038 1,416,889 Finance, insurance and other, net 401,271 57,154 9,028 467,453 Total revenues $ 8,723,257 $ 2,437,385 $ 440,716 $ 11,601,358 Year Ended December 31, 2017 (1) U.S. U.K. Brazil Total REVENUES: New vehicle retail sales $ 4,768,864 $ 1,092,612 $ 296,055 $ 6,157,531 Used vehicle retail sales 2,160,699 546,266 92,021 2,798,986 Used vehicle wholesale sales 250,668 136,847 12,655 400,170 Total new and used vehicle sales 7,180,231 1,775,725 400,731 9,356,687 Vehicle parts sales 282,744 28,206 5,900 316,850 Maintenance and repair sales 841,636 137,549 41,997 1,021,182 Total parts and service sales 1,124,380 165,755 47,897 1,338,032 Finance, insurance and other, net 375,954 44,523 8,525 429,002 Total revenues $ 8,680,565 $ 1,986,003 $ 457,153 $ 11,123,721 Year Ended December 31, 2016 (1) U.S. U.K. Brazil Total REVENUES: 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 Total new and used vehicle sales 7,285,265 1,543,488 376,898 9,205,651 Vehicle parts sales 268,919 24,602 8,596 302,117 Maintenance and repair sales 802,732 118,760 37,698 959,190 Total parts and service sales 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 (1) As described in Note 2, “Summary of Significant Accounting Policies”, results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historical accounting policies under Topic 605, Revenue Recognition . New and Used Vehicle Sales Specific to the sale of new and used vehicles, the Company has a single performance obligation associated with these contracts - the delivery of the vehicle to the customer, which is the point at which transfer of control occurs. Revenue from the sale of new and used vehicles is recognized upon satisfaction of the performance obligation (i.e., delivery of the vehicle to the customer). In some cases, the Company uses a third-party auction as an agent to facilitate delivery of used vehicles to the customer. Incidental items that are immaterial in the context of the contract are accrued at the time of sale. The transaction price for new and used vehicle sales (i.e., the amount that the Company has the right to under the terms of the sales contract with the customer) is the stand-alone sales price of each individual vehicle and is generally settled within 30 days of the satisfaction of the performance obligation. In many new and used vehicle sales transactions, a portion of the consideration applied by the customer to the satisfaction of the total transaction price is a used vehicle trade-in (i.e., noncash consideration). The Company measures such noncash consideration at fair value. Revenue recognized from the sale of new and used vehicles is reflected in New vehicle retail sales , Used vehicle retail sales , and Used vehicle wholesale sales in the accompanying Consolidated Statements of Operations. With respect to the cost of freight and shipping from its dealerships to its customers, the Company’s policy is to recognize such cost in the corresponding cost of sales category. With respect to taxes assessed by governmental authorities that are imposed upon new and used vehicle sales transactions and collected by the Company from its customers, the Company’s policy is to exclude such amounts from revenues. Vehicle Parts Sales Related to the sale of vehicle parts, the Company has a single performance obligation associated with these contracts - the delivery of the parts to the customer, which is the point at which transfer of control occurs. Revenue from the sale of vehicle parts is recognized upon satisfaction of the performance obligation (i.e., delivery of the parts to the customer). The transaction price for vehicle parts sales (i.e., the amount that the Company has the right to under the terms of the sales contract with the customer) is the stand-alone sales price of each individual part and is generally settled within 30 days of the satisfaction of the performance obligation. Revenue recognized from the sale of vehicle parts is reflected in Parts and service sales in the accompanying Consolidated Statements of Operations. With respect to the cost of freight and shipping to its customers, the Company’s policy is to recognize such fulfillment cost in the corresponding cost of sales category. With respect to taxes assessed by governmental authorities that are imposed upon vehicle parts sales transactions and collected by the Company from its customers, the Company’s policy is to exclude such amounts from revenues. Maintenance and Repair Services As it relates to vehicle maintenance and repair services (including collision restoration), the Company has a single performance obligation associated with these contracts - the completion of the services. The Company has an enforceable right to payment in certain jurisdictions and, as such, transfers control of vehicle maintenance and repair services to its customer over time. Therefore, satisfaction of the performance obligation associated with the vehicle maintenance and repair services occurs, and the associated revenue is recognized, over time. The Company uses the input method for the measurement of progress and recognition of revenue, utilizing labor hours and parts applied to the customer vehicle to estimate the services performed for which the Company has an enforceable right to payment. The transaction price for vehicle maintenance and repair services (i.e., the amount that the Company has the right to under the terms of the service contract with the customer) is the sum total of the labor and, if applicable, vehicle parts used in the performance of the service, as well as the margin above cost charged to the customer. The transaction price is typically settled within 30 days of the satisfaction of the performance obligation, which generally occurs within a short period of time from contract inception. Revenue recognized from vehicle maintenance and repair services is reflected in Parts and service sales in the accompanying Consolidated Statements of Operations. With respect to taxes assessed by governmental authorities that are imposed upon vehicle maintenance and repair service transactions and collected by the Company from its customer, the Company’s policy is to exclude such amounts from revenues. Arrangement of Vehicle Financing and the Sale of Service and Other Insurance Contracts The Company receives commissions from finance and insurance providers, under the terms of its contracts with such providers, for the arrangement of vehicle financing and the sale of service and other insurance products. Within the context of the Company's contracts with the finance or insurance provider, the Company has determined that it is an agent for the finance or insurance provider and the finance or insurance provider is the Company's customer. The Company has a single performance obligation associated with these contracts for all commissions earned - the facilitation of the financing of the vehicle or sale of the insurance product. Revenue from these contracts is recognized upon satisfaction of the performance obligation, which is when the finance or insurance product contract is executed with the purchaser. The transaction price (i.e., the amount that the Company has the right to under the terms of the contract with the customer) consists of both fixed and variable consideration. With regards to the upfront commission for these contracts, the transaction price is the amount earned for each individual contract executed and is generally collected within 30 days of the satisfaction of the performance obligation. The Company may be charged back for unearned financing, insurance contract or vehicle service contract fees in the event of early termination of the contracts by customers. A reserve for future amounts estimated to be charged back is recorded, as a reduction of Finance, insurance and other revenue, net in the accompanying Consolidated Statement of Operations, based on the Company’s historical chargeback results and the termination provisions of the applicable contracts. In some cases, the Company also earns retrospective commission income by participating in the future profitability of the portfolio of product contracts sold by the Company. This consideration is variable (i.e., contingent upon the performance of the portfolio of contracts) and is generally settled over five to seven years from the satisfaction of the performance obligation. The Company utilizes the “expected value” method to predict the amount of consideration to which the Company will be entitled, subject to constraint in the estimate. Therefore, the Company estimates the amount of future earnings that it will realize from the ultimate profitability of the portfolio and recognizes such estimate, subject to any constraint in the estimate, upfront when the product contract is executed with the end user, which is when the performance obligation is satisfied. Changes in the Company’s estimates of the amount of variable consideration to be ultimately realized are adjusted through revenue. Revenue recognized from the arrangement of vehicle financing and the sale of service and other insurance contracts is reflected in Finance, insurance and other, net, within the Consolidated Statements of Operations and as a contract asset reflected in Prepaid expenses and other current assets within the Consolidated Balance Sheets until the right to such consideration becomes unconditional, at which time amounts due are reclassified to accounts receivable. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | ACQUISITIONS AND DISPOSITIONS During the twelve months ended December 31, 2018 , the Company acquired 5 dealerships, inclusive of 8 franchises, added one franchise and opened one additional dealership for one awarded franchise in the U.K.. The Company also acquired four dealerships in the U.S., inclusive of four franchises, and opened one additional dealership, representing one franchise. Further, the Company acquired one dealership in Brazil, representing one franchise, and opened one additional dealership, representing one franchise. Aggregate consideration paid for these dealerships totaled $140.4 million , including the associated real estate and goodwill, as well as $5.1 million of cash received in the acquisition of the dealerships. The purchase price of each dealership acquired has been allocated based upon the consideration paid and the estimated fair values of the assets acquired and liabilities assumed at the acquisition dates. The allocation of the purchase prices is based on estimates and assumptions, including the fair value of long-lived assets and intangible franchise rights. These estimates and assumptions are preliminary and, therefore, subject to change within the purchase price allocation periods (generally one year from the respective acquisition date). In addition, during the twelve months ended December 31, 2018 , the Company disposed of two dealerships in the U.S., representing three franchises, terminated one additional franchise in the U.S., disposed of one dealership in the U.K., representing one franchise, and terminated one additional franchise in the U.K. As a result of these dispositions, the Company recognized a pretax gain of $24.4 million during the twelve months ended December 31, 2018. During the twelve months ended December 31, 2017 , the Company acquired 12 U.K. dealerships, inclusive of 14 franchises, and opened one additional dealership for one awarded franchise in the U.K. In addition, the Company acquired three dealerships in the U.S., inclusive of four franchises, opened one dealership for one awarded franchise in the U.S. and added motorcycles to an existing BMW dealership in Brazil. Aggregate consideration paid for these dealerships totaled $120.3 million , including the associated real estate and goodwill, as well as $11.2 million of cash received in the acquisition of the dealerships. The purchase prices were allocated based upon the consideration paid and the estimated fair values of the assets acquired and liabilities assumed at the acquisition dates. In addition, during the twelve months ended December 31, 2017 , the Company disposed of three dealerships: two in Brazil representing two franchises and one in the U.K. representing one franchise. 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. The Company also acquired one dealership in Brazil, representing one franchise, and opened two additional dealerships in Brazil representing two 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 prices were allocated based upon the consideration paid and the estimated fair values of the assets acquired and liabilities assumed at the acquisition dates. In addition, during the twelve months ended December 31, 2016, the Company disposed of ten franchises: five in the U.S., four in Brazil and one in the U.K. Primarily as a result of these U.S., Brazil and U.K. dealership dispositions, a net pre-tax gain of $2.7 million , a net pretax loss of $0.8 million and a net pretax loss of $0.3 million , respectively, were recognized for the twelve months ended December 31, 2016. |
Derivative Instruments and Risk
Derivative Instruments and Risk Management Activities | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT ACTIVITIES | DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT ACTIVITIES The periodic interest rates of the Revolving Credit Facility (as defined in Note 12, “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. In effect as of December 31, 2018 and December 31, 2017 , the Company held interest rate derivative instruments with an aggregate notional value of $753.1 million and $623.0 million , respectively, that fixed its underlying one-month LIBOR at a weighted average rate of 2.4% and 2.5% , respectively. Of the $753.1 million in notional value of swaps in effect as of December 31, 2018 , $300.0 million became effective during the year ended December 31, 2018 . The following table presents the notional value of the annual expiration of swaps in effect as of December 31, 2018 , excluding forward starting swaps (in millions): 2019 2020 2021 2022 2023 2024 Notional amount of swaps expiring $ 353.0 $ 253.0 $ 111.3 $ 18.1 $ 13.6 $ 4.2 In addition to the $753.1 million of swaps in effect as of December 31, 2018 , the Company held 5 additional interest rate derivative instruments with forward start dates between January 2019 and December 2020 and expiration dates between December 2021 and December 2030 . As of December 31, 2018 , the aggregate notional value of these 5 forward-starting swaps was $275.0 million , of which $150.0 million are to become effective by January 2, 2019, and the weighted average interest rate was 1.9% . The combination of the interest rate derivative instruments currently in effect and these forward-starting derivative instruments is structured such that the notional value in effect at any given time through December 2030 does not exceed $902.4 million , which is less than the Company’s expectation for variable rate debt outstanding during such period. In aggregate, as of December 31, 2018 and December 31, 2017 , the Company reflected liabilities from interest rate risk management activities of $1.8 million and $10.6 million , respectively, in its Consolidated Balance Sheets. In addition, as of December 31, 2018 and December 31, 2017, the Company reflected $13.6 million and $9.5 million , respectively, of assets from interest rate risk management activities, which is included in Other assets . Included in Accumulated other comprehensive income (loss) at December 31, 2018 , were accumulated unrealized gains, net of income taxes, totaling $8.9 million , related to these interest rate derivative instruments. At December 31, 2017 and 2016 , accumulated unrealized losses, net of income taxes totaled $0.7 million , and $9.3 million , respectively, related to these interest rate derivative instruments. As of December 31, 2018 and 2017 , 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, 2018 , 2017 or 2016 , 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. The Company records the majority of the impact of the periodic settlements of these swaps as a component of floorplan interest expense. For the years ended December 31, 2018 , 2017 and 2016 , the impact of the Company’s interest rate hedges in effect increased floorplan interest expense by $4.7 million , $10.3 million , and $11.1 million , respectively. Total floorplan interest expense, inclusive of the aforementioned impact of the Company’s interest rate hedges, was $59.9 million , $52.4 million , and $44.9 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. The following tables present the impact for the Company’s interest rate derivative instruments on its Consolidated Statements of Operations and Consolidated Balance Sheets (in thousands): Amount of Unrealized Income (Loss), Net of Tax, Recognized in OCI Years Ended December 31, 2018 2017 2016 Derivatives in Cash Flow Hedging Relationship Interest rate derivative instruments $ 6,546 $ 1,034 $ 1,728 Amount of Income (Loss) Reclassified from OCI into Statement of Operations Years Ended December 31, 2018 2017 2016 Location of Income (Loss) Reclassified from OCI into Statements of Operations Floorplan interest expense $ (4,671 ) $ (10,272 ) $ (11,097 ) Other interest expense (476 ) (1,924 ) (2,332 ) The net amount of gain expected to be reclassified out of other comprehensive income (loss) into earnings as an offset to floorplan interest expense or other interest expense, net in the next twelve months is $4.2 million . |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION PLANS | STOCK-BASED COMPENSATION PLANS The Company provides stock-based compensation benefits to employees and non-employee directors pursuant to its 2014 Long Term Incentive Plan (the "Incentive Plan"), as well as to employees pursuant to its Employee Stock Purchase Plan, as amended (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, as amended (the “Code”) and options that are non-qualified), restricted stock, performance awards, bonus stock, and phantom stock to the Company's employees, consultants, non-employee directors and officers. The Incentive Plan expires on May 21, 2024 . The terms of the awards (including vesting schedules) are established by the Compensation Committee of the Company’s Board of Directors. As of December 31, 2018 , there were 842,532 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 (to non-employee directors only) 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 7, “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, they convey no voting rights, and therefore, 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, 2018 , along with the changes during the year then ended, is as follows: Awards Weighted Average Grant Date Fair Value Nonvested at December 31, 2017 702,778 $ 68.23 Granted 246,721 74.09 Vested (236,334 ) 64.38 Forfeited (31,365 ) 69.71 Nonvested at December 31, 2018 681,800 $ 71.60 The total fair value of restricted stock awards which vested during the years ended December 31, 2018 , 2017 and 2016 , was $15.2 million , $19.2 million and $16.5 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, 2018 , there were 991,087 shares available for issuance under the Purchase Plan. During the years ended December 31, 2018 , 2017 and 2016 , the Company issued 148,007 , 123,448 , and 152,138 shares, respectively, of common stock to employees participating in the Purchase Plan. With respect to shares issued under the Purchase Plan, the Company’s Board of Directors has authorized specific share repurchases to fund the shares issuable under the Purchase Plan. The weighted average per share fair value of employee stock purchase rights issued pursuant to the Purchase Plan was $15.15 , $16.51 , and $13.40 during the years ended December 31, 2018 , 2017 and 2016 , 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. Cash received from Purchase Plan purchases was $7.6 million , $7.1 million and $7.1 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Stock-Based Compensation Total stock-based compensation cost was $18.7 million , $18.9 million , and $21.1 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. As of December 31, 2018 , there was $34.7 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 . |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE The Company utilizes the two-class method 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, 2018 , 2017 , and 2016 (in thousands, except per share amounts): Years Ended December 31, 2018 2017 2016 Weighted average basic common shares outstanding 19,453 20,420 21,161 Dilutive effect of employee stock purchases, net of assumed repurchase of treasury stock 8 5 9 Weighted average dilutive common shares outstanding 19,461 20,425 21,170 Basic: Net income (loss) $ 157,772 $ 213,442 $ 147,065 Less: Earnings (loss) allocated to participating securities 5,416 7,512 5,871 Earnings (loss) available to basic common shares $ 152,356 $ 205,930 $ 141,194 Basic earnings (loss) per common share $ 7.83 $ 10.08 $ 6.67 Diluted: Net income (loss) $ 157,772 $ 213,442 $ 147,065 Less: Earnings (loss) allocated to participating securities 5,414 7,511 5,869 Earnings (loss) available to diluted common shares $ 152,358 $ 205,931 $ 141,196 Diluted earnings (loss) per common share $ 7.83 $ 10.08 $ 6.67 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company is subject to U.S. federal income taxes and income taxes in numerous U.S. states. In addition, the Company is subject to income tax in the U.K. and Brazil relative to its foreign subsidiaries. Income (loss) before income taxes by geographic area was as follows (in thousands): Years Ended December 31, 2018 2017 2016 Domestic $ 192,105 $ 206,579 $ 222,178 Foreign 13,298 12,424 5,193 Total income before income taxes $ 205,403 $ 219,003 $ 227,371 In accordance with SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Job Act (“SAB 118”), the Company made a reasonable estimate of the Tax Act’s impact and provisionally recorded this estimate in its results for the period ended December 31, 2017. As of December 31, 2018, the Company has completed its accounting for all aspects of the Tax Act and recorded a $0.6 million adjustment as a reduction of income tax expense from continuing operations. The Company also determined that it does not have a transition tax liability for previously untaxed accumulated and current earnings and profits of foreign subsidiaries. The Company completed the evaluation of the impact of the Tax Act based on available guidance issued by the U.S. Treasury Department, the IRS, state tax authorities and other standard-setting bodies. In February 2018, the FASB issued ASU 2018-02, requiring reporting entities to select an accounting policy regarding the classification of all stranded tax effects in Other Comprehensive Income (“ OCI ”) caused by the change in the federal corporate tax rate contained in the Tax Act. This standard takes effect for all entities in fiscal years beginning after December 15, 2018, with early adoption permitted. As of December 31, 2018, the Company elected to reclassify the income tax effects resulting from the Tax Act from OCI to Retained Earnings , recording a $0.2 million increase in OCI and a corresponding reduction in Retained Earnings . Federal, state and foreign income tax provisions (benefits) were as follows (in thousands): Years Ended December 31, 2018 2017 2016 Federal: Current $ 35,923 $ 44,921 $ 57,321 Deferred 2,600 (46,938 ) 18,704 State: Current 4,327 3,774 4,636 Deferred 884 3,921 1,878 Foreign: Current 3,907 2,929 4,187 Deferred (10 ) (3,046 ) (6,420 ) Provision for income taxes $ 47,631 $ 5,561 $ 80,306 Actual income tax expense differed from income tax expense computed by applying the applicable U.S. federal statutory corporate tax rate of 21.0% in 2018 and of 35.0% in 2017 and 2016 to income before income taxes, as follows (in thousands): Years Ended December 31, 2018 2017 2016 Provision at the U.S. federal statutory rate $ 43,135 $ 76,651 $ 79,580 Increase (decrease) resulting from: State income tax, net of benefit for federal deduction 3,639 4,472 4,230 Foreign income tax rate differential (259 ) (2,443 ) (2,799 ) Employment credits (1,327 ) (862 ) (821 ) Changes in valuation allowances 3,442 629 749 Non-deductible goodwill — — 34 Tax Cuts and Jobs Act - Enactment date effect (575 ) (73,028 ) — Stock-based compensation (74 ) (136 ) 368 Other (350 ) 278 (1,035 ) Provision for income taxes $ 47,631 $ 5,561 $ 80,306 For the year ended December 31, 2018 , the Company recorded a tax provision of $47.6 million . This included the impact of the Tax Act that made broad and complex changes to the Code. Those changes include, but are not limited to, reducing the U.S. federal corporate tax rate from 35.0% to 21.0% , creating a territorial tax system that generally eliminates U.S. federal income taxes on dividends from foreign subsidiaries, requiring companies to pay a one-time transition tax on unrepatriated earnings of their foreign subsidiaries, creating a “minimum tax” on certain foreign earnings (i.e. global intangible low-taxed income, or “GILTI”), limiting the deduction for net interest expense incurred by U.S. corporations, and eliminating certain deductions, including deductions for certain compensation arrangements and certain other business expenses. The Company recognizes the tax on GILTI as a period expense in the period the tax is incurred. Under this policy, the Company has not provided deferred taxes related to temporary differences that upon their reversal will affect the amount of income subject to GILTI in the period. For the year ended December 31, 2018, the Company estimated it has no GILTI tax liability. The Company's effective income tax rate was more than the U.S. federal statutory rate of 21.0% , due primarily to: (1) the taxes provided for in U.S. state jurisdictions; and (2) valuation allowances provided for net operating losses and other deferred tax assets in certain U.S. states and in Brazil, partially offset by: (1) income generated in the U.K., which is taxed at a 19.0% statutory rate; (2) employment tax credits; and (3) the enactment date adjustments from the Tax Act. As a result of these items recorded in 2018 compared to the 2017 items discussed below, the effective tax rate for the year ended December 31, 2018 increased to 23.2% , as compared to 2.5% for the year ended December 31, 2017. During 2017 , the Company recorded a tax provision of $5.6 million . This included the tax benefit for the deferred tax impact of the Tax Act noted above, as well as excess tax deductions for restricted stock resulting from the adoption of ASU 2016-09, which were partially offset by certain expenses for stock-based compensation recorded in 2017 that were non-deductible for income tax purposes. For the year ended December 31, 2017, the Company also provided valuation allowances with respect to deferred tax assets primarily relating 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 these items recorded in 2017 compared to the 2016 items discussed below, the effective tax rate for the year ended December 31, 2017 decreased to 2.5%, as compared to 35.5% for the year ended December 31, 2016. During 2016, the Company recorded a tax provision of $80.3 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. 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 (in thousands): December 31, 2018 2017 Deferred tax assets: Loss reserves and accruals $ 41,779 $ 44,004 Interest rate swaps — 259 Goodwill and intangible franchise rights 44 2,770 U.S. state net operating loss (“NOL”) carryforwards 17,894 17,430 Depreciation expense 433 — Foreign NOL carryforwards 37,587 40,582 Other 84 379 Deferred tax assets 97,821 105,424 Valuation allowance on deferred tax assets (52,257 ) (54,415 ) Net deferred tax assets $ 45,564 $ 51,009 Deferred tax liabilities: Goodwill and intangible franchise rights $ (123,659 ) $ (118,447 ) Depreciation expense (50,172 ) (50,166 ) Deferred gain on bond redemption — (327 ) Interest rate swaps (2,788 ) — Other (72 ) (1,820 ) Deferred tax liabilities (176,691 ) (170,760 ) Net deferred tax liability $ (131,127 ) $ (119,751 ) As of December 31, 2018 , the Company had state NOL carryforwards in the U.S. of $271.8 million that will expire between 2019 and 2038 , and foreign NOL carryforwards of $113.2 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 of December 31, 2018 , the Company had two controlled foreign corporations that own its foreign operations (the “Foreign Subsidiaries”). The Company has not provided for U.S. deferred taxes on the outside basis differences of its Foreign Subsidiaries, as the Company has taken the position that its investment in the Foreign Subsidiaries will be permanently reinvested outside the U.S. The book basis for one of the Company’s Foreign Subsidiaries that consists of the Company’s U.K. operations exceeded the tax basis by approximately $25.7 million , as of December 31, 2017. If a taxable event resulting in the recognition of these outside basis differences occurred, the resulting tax would not be material. Based on the statutes of limitations in the applicable jurisdiction in which the Company operates, the Company is generally no longer subject to examinations by U.S. tax authorities in years prior to 2014 , by U.K. tax authorities in years prior to 2014 and by Brazil tax authorities in years prior to 2013 . A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands): 2018 BALANCE at January 1 $ 1,151 Additions for current tax 562 Additions based on tax positions in prior years — Reductions for tax positions — Settlements with tax authorities — Reductions due to lapse of statutes of limitations (115 ) BALANCE, December 31 $ 1,598 The Company had no unrecognized tax benefits as of December 31, 2016 with respect to uncertain tax positions and did not incur any interest and penalties for the year then ended. Included in the balance of unrecognized tax benefits as of December 31, 2018 and 2017, are $1.4 million and $1.0 million , respectively, of tax benefits that would affect the effective tax rate if recognized. For both years ended December 31, 2018, and 2017 the Company recorded approximately $0.2 million of interest and penalty related to its uncertain tax positions. Consistent with prior practice, the Company recognizes interest and penalties related to uncertain tax positions in income tax expense in the accompanying Consolidated Statements of Operations. |
Accounts and Notes Receivable,
Accounts and Notes Receivable, Net | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
ACCOUNTS AND NOTES RECEIVABLE, NET | ACCOUNTS AND NOTES RECEIVABLE, NET The Company’s accounts and notes receivable consisted of the following (in thousands): December 31, 2018 2017 Amounts due from manufacturers $ 105,140 $ 109,599 Parts and service receivables 51,922 39,343 Finance and insurance receivables 26,446 25,293 Other 13,673 17,514 Total accounts and notes receivable 197,181 191,749 Less: allowance for doubtful accounts 3,200 3,138 Accounts and notes receivable, net $ 193,981 $ 188,611 |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES, NET The Company’s inventories consisted of the following (in thousands): December 31, 2018 2017 New vehicles $ 1,278,863 $ 1,194,632 Used vehicles 350,219 350,760 Rental vehicles 142,926 144,213 Parts, accessories and other 80,556 82,755 Total inventories 1,852,564 1,772,360 Less: lower of cost or net realizable value allowance 8,505 9,067 Inventories, net $ 1,844,059 $ 1,763,293 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET The Company’s property and equipment consisted of the following (in thousands): Estimated December 31, 2018 2017 Land $ 487,618 $ 482,600 Buildings 25 to 50 727,826 700,257 Leasehold improvements varies 189,248 172,071 Machinery and equipment 7 to 20 125,919 117,781 Furniture and fixtures 3 to 10 109,274 100,881 Company vehicles 3 to 5 12,333 11,933 Construction in progress 42,959 41,824 Total 1,695,177 1,627,347 Less: accumulated depreciation and amortization 347,342 308,388 Property and equipment, net $ 1,347,835 $ 1,318,959 During 2018 , the Company incurred $110.1 million of capital expenditures for the construction of new or expanded facilities and the purchase of equipment and other fixed assets in the maintenance of the Company’s dealerships and facilities, excluding $8.8 million of capital expenditures accrued as of December 31, 2017 . As of December 31, 2018 , the Company had accrued $9.2 million of capital expenditures. In addition, in 2018 , the Company purchased real estate (including land and buildings) associated with existing dealership operations totaling $31.4 million . And, in conjunction with the acquisition of dealerships and franchises in 2018 , the Company acquired $22.4 million of real estate and other property and equipment. The Company recognized $5.1 million in asset impairments related to property and equipment for the year ended December 31, 2018 , all of which related to the Company’s U.S. segment. Further, the Company had $10.6 million of dealership related assets, including property and equipment and allocated goodwill, qualifying as held-for-sale assets as of December 31, 2018, because they were expected to be disposed of within the next twelve months. Such assets were reclassified to Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets. All such held-for-sale assets related to the Company’s U.S. segment. During 2017 , the Company incurred $98.3 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 $15.9 million of capital expenditures accrued as of December 31, 2016 . As of December 31, 2017 , the Company had accrued $8.8 million of capital expenditures. In addition, the Company purchased real estate (including land and buildings) associated with existing dealership operations totaling $110.4 million . And, in conjunction with the acquisition of dealerships and franchises in 2016, the Company acquired $29.0 million of real estate and other property and equipment. The Company recognized $0.2 million in asset impairments related to property and equipment for the year ended December 31, 2017 . Depreciation and amortization expense, including amortization of capital leases, totaled $67.1 million , $57.9 million and $51.2 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. As of December 31, 2018 and 2017 , $68.8 million and $77.4 million , respectively, of buildings under capital leases were recorded as property and equipment, before accumulated depreciation. |
Credit Facilities
Credit Facilities | 12 Months Ended |
Dec. 31, 2018 | |
Line of Credit Facility [Abstract] | |
CREDIT FACILITIES | CREDIT FACILITIES In the U.S., the Company has a $1.8 billion revolving syndicated credit arrangement that matures on June 17, 2021 and is comprised of 24 financial institutions, including six manufacturer-affiliated finance companies (“Revolving Credit Facility”), consisting of two tranches. The 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, Toyota Motor Credit Corporation (“TMCC”), FMCC and a third-party financial institution for financing of its new, used, and rental 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. (through lenders affiliated with the respective manufacturer), as well as the financing of new, used, and rental vehicles with manufacturer affiliates in both the U.K. and Brazil. Payments on the floorplan notes payable are generally due as the vehicles are sold. As a result, these obligations are reflected in the accompanying Consolidated Balance Sheets as current liabilities. The outstanding balances under these financing arrangements were as follows (in thousands): December 31, 2018 2017 Floorplan notes payable — credit facility and other New vehicles $ 1,063,710 $ 1,019,511 Used vehicles 167,578 176,802 Rental vehicles 20,114 23,530 Floorplan offset (33,637 ) (86,547 ) Total floorplan notes payable - credit facility 1,217,765 1,133,296 Other floorplan notes payable 41,050 20,852 Total floorplan notes payable - credit facility and other $ 1,258,815 $ 1,154,148 Floorplan notes payable — manufacturer affiliates FMCC Facility $ 160,786 $ 152,984 Floorplan offset (100 ) (22,500 ) Total FMCC Facility 160,686 130,484 Foreign and rental vehicles 257,138 244,199 Total floorplan notes payable — manufacturer affiliates $ 417,824 $ 374,683 Revolving Credit Facility 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 Acquisition Line is not due until maturity of the Revolving Credit Facility and is therefore, classified as long-term debt in the accompanying Consolidated Balance Sheets. See further discussion of the Acquisition Line in Note 13, “Long-Term Debt”. 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 $3.0 million of related unamortized costs as of December 31, 2018 , 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 $1.2 billion at December 31, 2018 , the Company had $247.6 million of available floorplan borrowing capacity under the Floorplan Line. Included in the $247.6 million available borrowings under the Floorplan Line was $33.6 million of immediately available funds. The weighted average interest rate on the Floorplan Line was 3.7% and 2.7% as of December 31, 2018 and 2017 , respectively, excluding the impact of the Company’s interest rate derivative instruments. With regards to the Acquisition Line, there was $31.8 million borrowings outstanding as of December 31, 2018 and $27.0 million borrowings outstanding as of December 31, 2017 . The interest rate on the Acquisition Line was 2.47% and 2.25% as of December 31, 2018 and 2017, respectively. After considering $25.3 million of outstanding letters of credit and other factors included in the Company’s available borrowing base calculation, there was $277.6 million of available borrowing capacity under the Acquisition Line as of December 31, 2018 . 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, 2018 , the Credit Facility Restricted Payment Basket totaled $72.4 million . As of December 31, 2018 and 2017 , 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, 2018 , the Company had an outstanding balance of $160.7 million under the FMCC Facility with an available floorplan borrowing capacity of $139.3 million . Included in the $139.3 million available borrowings under the FMCC Facility was $0.1 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 7.00% and 6.00% before considering the applicable incentives as of December 31, 2018 and 2017 , respectively. Other Credit Facilities The Company has credit facilities with BMWFS, Volkswagen Finance, TMCC, 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, 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. As of December 31, 2018 , borrowings outstanding under these facilities totaled $159.2 million . Annual interest rates charged on borrowings outstanding under these facilities, after the grace period of zero to 30 days , ranged from 2.17% to 3.42% . 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, 2018 , borrowings under these facilities totaled $22.9 million . Annual interest rates charged on borrowings outstanding under these facilities, after the grace period of zero to 90 days , ranged from 10.81% to 16.63% . Excluding rental vehicles financed through the Revolving Credit Facility, financing for U.S. rental vehicles is typically obtained directly from the automobile manufacturers. These financing arrangements generally require small monthly payments and mature in varying amounts over a period of two years. 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, 2018 , borrowings outstanding under these rental vehicle facilities totaled $116.1 million , with interest rates that vary up to 6.75% . |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The Company carries its long-term debt at face value, net of applicable discounts and capitalized debt issuance costs. Long-term debt consisted of the following (in thousands): December 31, 2018 2017 5.00% Senior Notes (aggregate principal of $550,000 at December 31, 2018 and 2017) $ 543,730 $ 542,063 5.25% Senior Notes (aggregate principal of $300,000 at December 31, 2018 and 2017) 296,735 296,151 Acquisition Line 31,842 26,988 Real Estate Related & Other Long-Term Debt 445,248 440,845 Capital lease obligations related to real estate, maturing in varying amounts through December 2037 with a weighted average interest rate of 8.4% and 10.4%, respectively 48,612 51,665 1,366,167 1,357,712 Less current maturities of long-term debt 84,678 39,528 $ 1,281,489 $ 1,318,184 Short-Term Financing The Company includes short-term financing loans within Current maturities of long-term debt and short-term financing, in the Company’s Consolidated Balance Sheets. As of December 31, 2018 , the Company had a short-term financing arrangement in Brazil that totaled $0.7 million , which represented borrowings of $2.4 million and repayments of $1.3 million during the twelve months ended December 31, 2018. At December 31, 2018, the Company had two short-term working capital loans with third-party financial institutions in the U.K. that totaled $7.6 million , which represented borrowings of $37.9 million and repayments of $43.3 million during the twelve months ended December 31, 2018. At December 31, 2017, short-term borrowings under the U.K. third-party loans totaled $13.3 million . In addition, current maturities of long-term debt and short-term financing as of December 31, 2017, included an unsecured loan agreement with a third-party financial institution in the U.S. that totaled $24.7 million . During the twelve months ended December 31, 2018 , the Company repaid the entire balance under the U.S. unsecured loan. 5.00% Senior Notes On June 2, 2014, the Company issued 5.00% senior unsecured notes with a face amount of $350.0 million (“ 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 mature on June 1, 2022 with interest due semiannually, in arrears, on June 1 and December 1 of each year. 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 5.00% Notes are presented net of unamortized underwriters’ fees, discount and debt issuance costs of $6.3 million as of December 31, 2018 , which are being amortized over the term of the 5.00% Notes. 5.25% Senior Notes On December 8, 2015, the Company issued 5.25% senior unsecured notes with a face amount of $300.0 million (“ 5.25% Notes”). The 5.25% Notes mature on December 15, 2023 with interest due semiannually, in arrears, on June 15 and December 15 of each year. 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 5.25% Notes are presented net of unamortized underwriters’ fees, discount and debt issuance costs of $3.3 million as of December 31, 2018 , which are being amortized over the term of the 5.25% Notes. Acquisition Line The Revolving Credit Facility, which includes the Acquisition Line, has the total borrowing capacity of $1.8 billion and matures on June 17, 2021 . The Acquisition Line 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 12, “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 - TMCC, BMWFS and FMCC, as well as several third-party financial institutions (collectively, “U.S. Notes”). The U.S. Notes may be expanded for borrowings related to specific buildings and/or properties and are guaranteed by the Company. Each of the U.S. Notes 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 U.S. Notes bear interest at fixed rates between 3.25% and 4.69% , and at variable indexed rates plus a spread between 1.50% and 2.50% per annum. The U.S. Notes consist of 60 term loans for an aggregate principal amount of $420.1 million . As of December 31, 2018 , borrowings outstanding under the U.S. Notes totaled $343.8 million , with $67.9 million classified as Current maturities of long-term debt and short-term financing in the accompanying Consolidated Balance Sheets, as compared to $350.0 million outstanding with $26.4 million classified as Current maturities of long-term debt and short-term financing as of December 31, 2017 . During 2018 , the Company made additional net borrowings and principal payments of $42.7 million and $48.9 million , respectively. The U.S. Notes are presented net of unamortized underwriters’ fees, discount, and debt issuance costs of $0.6 million as of December 31, 2018, which are being amortized over the terms of the mortgage loans. The agreements provide for monthly payments based on 15 or 20-year amortization schedules and mature between January 2019 and November 2032 . The U.S. Notes are cross-collateralized and cross-defaulted with each other. The Company has entered into 18 separate term mortgage loans in the U.K. with 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, 2018 , borrowings under the U.K. Notes totaled $73.8 million , with $7.6 million classified as Current maturities of long-term debt and short-term financing in the accompanying Consolidated Balance Sheets, as compared to $79.2 million outstanding with $7.4 million classified as Current maturities of long-term debt and short-term financing as of December 31, 2017 . During 2018 , the Company made additional borrowings and principal payments of $12.1 million and $12.5 million , respectively, associated with the U.K. Notes. Additionally, during 2018, the Company has entered into an unsecured loan agreement in the U.K. with a third-party financial institution that matures in March 2028. As of December 31, 2018, borrowings under the agreement totaled $18.5 million , with $2.0 million classified as a Current maturities of long-term debt and short-term financing in the accompanying Consolidated Balance Sheets. 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, 2018 , borrowings under the Brazil Note totaled $2.5 million , with $0.3 million classified as a Current maturity of long-term debt and short-term financing in the accompanying Consolidated Balance Sheets. At December 31, 2017, borrowings under the Brazil Note totaled $3.3 million , with $0.4 million classified as a Current maturities of long-term debt and short-term financing in the accompanying Consolidated Balance Sheets. During 2018 , 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 2020 with interest only payments being made until the due date. As of December 31, 2018 and 2017, borrowings under the Brazilian third-party loan totaled $5.7 million and $6.6 million , respectively. During 2018 , the Company made no additional borrowings or principal payments. Fair Value of Long-Term Debt The Company’s outstanding 5.00% Notes had a fair value of $521.6 million and $567.9 million as of December 31, 2018 and December 31, 2017 , respectively. The Company’s outstanding 5.25% Notes had a fair value of $286.5 million and $310.9 million as of December 31, 2018 and December 31, 2017 , respectively. The carrying value of the Company’s fixed interest rate borrowings included in Real estate related and other long-term debt totaled $79.5 million and $86.8 million as of December 31, 2018 and December 31, 2017 , respectively. The fair value of such fixed interest rate borrowings was $76.2 million and $92.9 million as of December 31, 2018 and December 31, 2017 , respectively. The fair value estimates are based on Level 2 inputs of the fair value hierarchy available as of December 31, 2018 and December 31, 2017 . The Company determined the estimated fair value of its long-term debt using available market information and commonly accepted valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, these estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. The use of different assumptions and/or estimation methodologies could have a material effect on estimated fair values. The carrying value of the Company’s variable rate debt approximates fair value due to the short-term nature of the interest rates. All Long-Term Debt Total interest expense on the 5.00% Notes and 5.25% Notes for the years ended December 31, 2018 , 2017 , and 2016 was $43.3 million , $43.3 million , and $43.3 million , respectively, excluding amortization of discounts and capitalized cost of $2.2 million , $2.2 million , and $2.1 million , respectively. Total interest expense on real estate related and other long-term debt, as well as the Acquisition Line, for the years ended December 31, 2018 , 2017 and 2016 , was $20.3 million , $15.0 million and $13.7 million , respectively. These amounts exclude the impact of the interest rate derivative instruments related to various variable-rate, real estate related mortgage loans of $0.5 million , $1.9 million , and $2.3 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. In addition, the Company recognized $9.5 million , $8.2 million and $6.6 million of total interest expense related to capital leases and various other notes payable, net of interest income, for the years ended December 31, 2018 , 2017 and 2016 , respectively. The Company capitalized $1.3 million , $1.6 million , and $0.7 million of interest on construction projects in 2018 , 2017 and 2016 , respectively. The aggregate annual maturities of long-term debt, excluding unamortized capitalized debt issuance costs of $3.1 million , for the next five years are as follows (in thousands): Total Years Ended December 31, 2019 $ 84,865 2020 56,408 2021 93,233 2022 593,389 2023 371,834 Thereafter 169,549 Total $ 1,369,278 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS ASC 820 defines fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; requires disclosure of the extent to which fair value is used to measure financial and non-financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the measurement of significant unobservable inputs on earnings, or changes in net assets, as of the measurement date; and establishes a three-level valuation hierarchy based upon the transparency of inputs utilized in the measurement and valuation of financial assets or liabilities as of the measurement date: • Level 1 — unadjusted, quoted prices for identical assets or liabilities in active markets; • Level 2 — quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and • Level 3 — unobservable inputs based upon the reporting entity’s internally developed assumptions that market participants would use in pricing the asset or liability. The Company’s financial instruments consist primarily of cash and cash equivalents, contracts-in-transit and vehicle receivables, accounts and notes receivable, investments in debt and equity securities, accounts payable, credit facilities, long-term debt and interest rate 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. Certain restrictions exist related to the Company’s use of such investment balances, as well as the timing of the Company’s access to the funds. 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, “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, within the Consolidated Balance Sheets as of December 31, 2018 and 2017 , respectively, were as follows (in thousands): As of December 31, 2018 2017 Assets: Investments $ 2,788 $ 844 Demand obligations 13 13 Interest rate derivative financial instruments 13,576 9,501 Total $ 16,377 $ 10,358 Liabilities: Interest rate derivative financial instruments $ 1,811 $ 10,579 Total $ 1,811 $ 10,579 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES From time to time, the Company’s dealerships are named in various types of litigation involving customer claims, employment matters, class action claims, purported class action claims, as well as claims involving the 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 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 Company’s 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 19, “Operating Leases”. In certain instances, also in connection with dealership dispositions, the Company’s subsidiaries assign to the dealership purchaser the Company’s 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. Although the Company has no reason to believe that it or its subsidiaries will be called upon to perform under any such assigned leases or subleases, the Company estimates that lessee rental payment obligations during the remaining terms of these leases were $42.1 million as of December 31, 2018. 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 in the future. |
Asset Impairments
Asset Impairments | 12 Months Ended |
Dec. 31, 2018 | |
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 2018 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 asset impairment charge to the goodwill associated with the reporting unit(s). In the Company’s 2018 interim and annual impairment assessments of long-lived assets and intangible franchise rights, 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 $38.7 million in aggregate pre-tax non-cash asset impairment charges. In addition, the Company determined that the carrying value of various other long-lived assets were no longer recoverable, and recognized $5.1 million in pre-tax non-cash asset impairment charges, all of which are reflected in Asset impairments in the Consolidated Statements of Operations. In the Company’s 2017 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. In the Company’s 2017 interim and annual impairment assessments of long-lived assets and intangible franchise rights, the Company recorded the following non-cash asset impairment charges, all of which are reflected in Asset impairments within the Consolidated Statements 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 $19.3 million in aggregate pre-tax non-cash asset impairment charges during the third and fourth quarters of 2017 . • In addition, the Company determined that the carrying value of various other long-term assets was no longer recoverable, and recognized $0.2 million in pre-tax non-cash asset impairment charges. 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. During 2016 , the Company also completed other impairment assessments on an annual and interim basis, as applicable, and recorded the following non-cash asset impairment charges, all of which are reflected in asset impairments in the accompanying Consolidated Statements 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. |
Intangible Franchise Rights and
Intangible Franchise Rights and Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE FRANCHISE RIGHTS AND GOODWILL | INTANGIBLE FRANCHISE RIGHTS AND GOODWILL The following is a roll-forward of the Company’s intangible franchise rights and goodwill accounts by reportable segment (in thousands): Intangible Franchise Rights U.S. U.K. Brazil Total BALANCE, December 31, 2016 $ 260,534 $ 17,337 $ 7,005 $ 284,876 Additions through acquisitions 8,035 10,133 — 18,168 Impairments (12,588 ) — (6,744 ) (19,332 ) Currency translation — 2,013 (93 ) 1,920 BALANCE, December 31, 2017 255,981 29,483 168 285,632 Additions through acquisitions 11,540 8,423 — 19,963 Disposals (4,872 ) — — (4,872 ) Impairments (38,255 ) (485 ) — (38,740 ) Currency translation — (2,329 ) (24 ) (2,353 ) BALANCE, December 31, 2018 $ 224,394 $ 35,092 $ 144 $ 259,630 The decrease in the Company’s intangible franchise rights in 2018 was primarily related to impairments above in the U.S. and U.K. The decrease was partially offset by the addition of franchise rights related to acquisitions. See Note 4, “Acquisitions and Dispositions”, for additional information. The increase in the Company’s intangible franchise rights in 2017 was primarily related to the addition of franchise rights associated with the purchase of 12 dealerships in the U.K. and three dealerships in the U.S., offset by impairments in the U.S. and Brazil of $ 12.6 million and $6.7 million , respectively. Goodwill U.S. U.K. Brazil Total BALANCE, December 31, 2016 $ 805,935 $ 57,054 $ 13,774 $ 876,763 (1) Additions through acquisitions 29,332 2,575 95 32,002 Disposals — — (933 ) (933 ) Currency translation — 5,405 (203 ) 5,202 BALANCE, December 31, 2017 835,267 65,034 12,733 913,034 (1) Additions through acquisitions 39,703 28,475 4,284 72,462 Purchase price allocation adjustments 19 — — 19 Disposals and assets held for sale (13,361 ) — — (13,361 ) Currency translation — (5,922 ) (2,307 ) (8,229 ) BALANCE, December 31, 2018 $ 861,628 $ 87,587 $ 14,710 $ 963,925 (1) (1) Net of accumulated impairments of $97.8 million The increase in the Company’s goodwill in 2018 was primarily related to the goodwill associated with the Company’s acquisitions. The increase was partially offset by disposals of certain dealerships in the U.S. and the reclassification of goodwill to Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets related to three pending dispositions qualifying as held-for-sale assets. See Note 4, “Acquisitions and Dispositions”, for additional information. The goodwill associated with the acquisitions in the U.S. and Brazil are expected to be deductible for tax purposes, while the goodwill associated with the acquisition in the U.K. is not expected to be deductible for tax purposes. The increase in the Company’s goodwill in 2017 was primarily related to the goodwill associated with the purchase of three dealerships in the U.S. and 12 dealerships in the U.K., and foreign currency translation adjustments in the U.K. and Brazil. The increase was partially offset by the disposal of two dealerships in Brazil. |
Employee Savings Plans
Employee Savings Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [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, 2018 and 2017 were $61.9 million and $56.6 million , respectively, with $0.8 million classified as current for both periods. 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, 2018 and 2017 , the matching contributions paid by the Company totaled $6.2 million and $5.1 million , respectively. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
OPERATING LEASES | OPERATING LEASES The Company leases various facilities and equipment under long-term operating lease agreements. Generally, the Company’s real estate and facility leases in the U.S. have 30 -year total terms, with initial terms of 15 years and three additional five -year terms, at our option. In the U.K. and Brazil, the Company’s real estate and facility leases generally have 20 -year terms and 5 -year terms, respectively. Future minimum lease payments for non-cancelable operating leases as of December 31, 2018 , are as follows (in thousands): Total Years Ended December 31, 2019 $ 38,298 2020 34,705 2021 30,903 2022 26,713 2023 24,262 Thereafter 141,662 Total (1) $ 296,543 (1) Includes $2.9 million of future, non-cancelable sublease payments to be received. Total rent expense under all operating leases was $48.2 million , $51.8 million , and $53.8 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Changes in the balances of each component of accumulated other comprehensive income (loss) for the years ended December 31, 2018 , 2017 and 2016 are as follows (in thousands): Accumulated income (loss) on foreign currency translation Accumulated income (loss) on interest rate swaps Total BALANCE, December 31, 2015 $ (118,532 ) $ (19,452 ) $ (137,984 ) Other comprehensive income (loss), net of tax (19,081 ) 10,121 (8,960 ) BALANCE, December 31, 2016 (137,613 ) (9,331 ) (146,944 ) Other comprehensive income (loss), net of tax 15,061 8,657 23,718 BALANCE, December 31, 2017 (122,552 ) (674 ) (123,226 ) Other comprehensive income (loss), net of tax (24,156 ) 9,760 (14,396 ) Tax effects reclassified from accumulated other comprehensive income (loss) — (150 ) (150 ) BALANCE, December 31, 2018 $ (146,708 ) $ 8,936 $ (137,772 ) |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION As of December 31, 2018 , the Company had three reportable segments: (1) U.S., (2) U.K., and (3) Brazil. Each of the reportable segments is comprised of retail automotive franchises that sell new and used cars and light trucks; arrange related vehicle financing; sell service insurance contracts; provide automotive maintenance and repair services; and sell vehicle parts. The vast majority of the Company’s corporate activities are associated with the operations of the U.S. operating segment and therefore the corporate financial results are included within the U.S. reportable segment. Reportable segment revenues, gross profit, SG&A, depreciation and amortization expenses, asset impairments, floorplan interest expense, net, other interest expense, net, benefit (provision) for income taxes, net income (loss) and capital expenditures are as follows (in thousands): Year Ended December 31, 2018 U.S. U.K. Brazil Total New vehicle retail sales $ 4,682,820 $ 1,217,135 $ 281,416 $ 6,181,371 Used vehicle retail sales 2,306,999 771,719 87,352 3,166,070 Used vehicle wholesale sales 178,910 173,783 16,882 369,575 Parts and service 1,153,257 217,594 46,038 1,416,889 Finance, insurance and other, net 401,271 57,154 9,028 467,453 Total revenues 8,723,257 2,437,385 440,716 11,601,358 Gross profit 1,391,306 279,902 53,885 1,725,093 Selling, general and administrative expenses 982,064 (1) 240,403 50,590 (2) 1,273,057 Depreciation and amortization expense 52,881 12,586 1,603 67,070 Asset impairments 43,398 485 — 43,883 Floorplan interest expense (52,773 ) (6,322 ) (787 ) (59,882 ) Other interest expense, net (68,085 ) (6,797 ) (916 ) (75,798 ) Income (loss) before income taxes 192,105 13,309 (11 ) 205,403 Benefit (provision) for income taxes (43,734 ) (2,549 ) (1,348 ) (47,631 ) Net income (loss) $ 148,371 $ 10,760 $ (1,359 ) $ 157,772 Capital expenditures $ 90,530 $ 16,947 $ 2,667 $ 110,144 (1) Includes the following, pre-tax: net gain on real estate and dealership transactions of $25.2 million , loss due to catastrophic events of $6.4 million and legal items of $1.3 million . (2) Includes pre-tax loss related to legal items of $3.7 million . Year Ended December 31, 2017 (4) U.S. U.K. Brazil Total New vehicle retail sales $ 4,768,864 $ 1,092,612 $ 296,055 $ 6,157,531 Used vehicle retail sales 2,160,699 546,266 92,021 2,798,986 Used vehicle wholesale sales 250,668 136,847 12,655 400,170 Parts and service 1,124,380 165,755 47,897 1,338,032 Finance, insurance and other, net 375,954 44,523 8,525 429,002 Total revenues 8,680,565 (1) 1,986,003 457,153 11,123,721 Gross profit 1,365,314 225,253 54,942 1,645,509 Selling, general and administrative expenses 983,974 (2) 191,570 50,651 1,226,195 Depreciation and amortization expense 48,285 8,198 1,453 57,936 Asset impairments 12,762 — 6,744 19,506 Floorplan interest expense (47,221 ) (4,727 ) (424 ) (52,372 ) Other interest expense, net (66,493 ) (3,664 ) (340 ) (70,497 ) Income (loss) before income taxes 206,579 17,094 (4,670 ) 219,003 Benefit (provision) for income taxes (5,679 ) (3) (2,142 ) 2,260 (5,561 ) Net income (loss) $ 200,900 $ 14,952 $ (2,410 ) $ 213,442 Capital expenditures $ 77,477 $ 19,944 $ 880 $ 98,301 (1) Includes the impact of chargeback reserves for finance and insurance revenues associated with catastrophic events of $6.6 million . (2) Includes the following, pre-tax: gain on OEM settlement of $1.8 million and loss due to catastrophic events of $8.8 million . (3) Includes a tax benefit of $73.0 million associated with a reduction in the corporate income tax rate enacted in the Tax Act (4) Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historical accounting policies under Topic 605, Revenue Recognition . Year Ended December 31, 2016 (4) U.S. U.K. Brazil Total 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 expenses 965,139 (1) 158,636 46,988 (2) 1,170,763 Depreciation and amortization expense 43,472 6,594 1,168 51,234 Asset impairments 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 Benefit (provision) for income taxes (82,541 ) (3,697 ) 5,932 (80,306 ) Net income (loss) $ 139,639 $ 14,435 $ (7,009 ) (3) $ 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 pre-tax loss on real estate and dealership transactions of $0.8 million . (3) Includes a foreign deferred income tax benefit of $1.7 million . (4) Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historical accounting policies under Topic 605, Revenue Recognition . Goodwill and intangible franchise rights and total assets by reportable segment are as follows (in thousands): As of December 31, 2018 U.S. U.K. Brazil Total Goodwill and intangible franchise rights $ 1,086,022 $ 122,679 $ 14,854 $ 1,223,555 Total assets $ 4,113,049 $ 756,350 $ 131,676 $ 5,001,075 As of December 31, 2017 U.S. U.K. Brazil Total Goodwill and intangible franchise rights $ 1,091,248 $ 94,517 $ 12,901 $ 1,198,666 Total assets $ 4,087,039 $ 654,154 $ 129,872 $ 4,871,065 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Quarter First Second Third Fourth Full Year (In thousands, except per share data) Years Ended December 31, 2018 Total revenues $ 2,860,026 $ 2,943,462 $ 2,889,058 $ 2,908,812 $ 11,601,358 Gross profit 419,763 438,163 435,101 432,066 1,725,093 Net income (loss) 35,814 56,463 34,777 30,718 157,772 Basic earnings (loss) per share (1) 1.70 2.72 1.74 1.62 7.83 Diluted earnings (loss) per share (1) 1.70 2.72 1.74 1.62 7.83 2017 Total revenues $ 2,518,829 $ 2,672,195 $ 3,012,292 $ 2,920,405 $ 11,123,721 Gross profit 383,522 404,892 431,420 425,675 1,645,509 Net income (loss) 33,939 39,133 29,881 110,489 213,442 Basic earnings (loss) per share (1) 1.58 1.84 1.43 5.27 10.08 Diluted earnings (loss) per share (1) 1.58 1.84 1.43 5.27 10.08 (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. Net income for the second, third, and fourth quarters of 2018 , includes approximately $ 4.3 million , $23.2 million and $16.5 million , respectively, of pre-tax impairment charges related to intangible franchise rights and property and equipment write-offs. The second quarter also includes a pre-tax gain of approximately $20.2 million related to real estate and dealership dispositions. Net income for the third and fourth quarters of 2017 , includes approximately $9.5 million and $10.0 million , respectively, of pre-tax impairment charges related to intangible franchise rights and property and equipment write-offs. The third quarter also included $14.7 million related to chargeback expense for reserves associated with expected finance and insurance product cancellations and property damage as a result of Hurricanes Harvey and Irma. The fourth quarter also included a provisional tax benefit of approximately $73.0 million related to the re-measurement of deferred tax assets and liabilities as a result of the U.S. tax reform bill enacted in December 2017. For more information on non-cash impairment charges, see Note 16 , "Asset Impairments .” |
Condensed Consolidated Financia
Condensed Consolidated Financial Information | 12 Months Ended |
Dec. 31, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables include condensed consolidating financial information as of December 31, 2018 and 2017 , and for each of the years in the three-year period ended December 31, 2018 , 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 SHEETS As of December 31, 2018 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 4,613 $ 11,319 $ — $ 15,932 Contracts-in-transit and vehicle receivables, net — 232,095 33,565 — 265,660 Accounts and notes receivable, net — 153,871 40,110 — 193,981 Intercompany accounts receivable 31,842 21,636 — (53,478 ) — Inventories, net — 1,468,422 375,637 — 1,844,059 Prepaid expenses and other current assets 992 32,118 49,624 — 82,734 Total current assets 32,834 1,912,755 510,255 (53,478 ) 2,402,366 PROPERTY AND EQUIPMENT, net — 1,124,559 223,276 — 1,347,835 GOODWILL — 861,628 102,297 — 963,925 INTANGIBLE FRANCHISE RIGHTS — 224,394 35,236 — 259,630 INVESTMENT IN SUBSIDIARIES 3,100,931 — — (3,100,931 ) — OTHER ASSETS — 16,165 11,154 — 27,319 Total assets $ 3,133,765 $ 4,139,501 $ 882,218 $ (3,154,409 ) $ 5,001,075 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,251,402 $ 41,050 $ — $ 1,292,452 Offset account related to floorplan notes payable - credit facility — (33,637 ) — — (33,637 ) Floorplan notes payable — manufacturer affiliates — 276,862 141,062 — 417,924 Offset account related to floorplan notes payable - manufacturer affiliates — (100 ) — — (100 ) Current maturities of long-term debt and short-term financing — 73,834 19,133 — 92,967 Current liabilities from interest rate risk management activities — 115 — — 115 Accounts payable — 200,912 218,438 — 419,350 Intercompany accounts payable 1,164,949 — 53,478 (1,218,427 ) — Accrued expenses — 164,883 32,611 — 197,494 Total current liabilities 1,164,949 1,934,271 505,772 (1,218,427 ) 2,386,565 LONG-TERM DEBT, net of current maturities 872,307 294,388 114,794 — 1,281,489 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 1,696 — — 1,696 DEFERRED INCOME TAXES AND OTHER LIABILITIES 815 223,022 11,794 — 235,631 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,095,694 2,851,073 249,858 (3,100,931 ) 1,095,694 Intercompany note receivable — (1,164,949 ) — 1,164,949 — Total stockholders’ equity 1,095,694 1,686,124 249,858 (1,935,982 ) 1,095,694 Total liabilities and stockholders’ equity $ 3,133,765 $ 4,139,501 $ 882,218 $ (3,154,409 ) $ 5,001,075 CONDENSED CONSOLIDATED BALANCE SHEETS As of December 31, 2017 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 10,096 $ 18,691 $ — $ 28,787 Contracts-in-transit and vehicle receivables, net — 266,788 39,645 — 306,433 Accounts and notes receivable, net — 144,872 43,739 — 188,611 Intercompany accounts receivable 26,988 12,948 — (39,936 ) — Inventories, net — 1,434,852 328,441 — 1,763,293 Prepaid expenses and other current assets 1,934 8,378 31,750 — 42,062 Total current assets 28,922 1,877,934 462,266 (39,936 ) 2,329,186 PROPERTY AND EQUIPMENT, net — 1,121,108 197,851 — 1,318,959 GOODWILL — 835,268 77,766 — 913,034 INTANGIBLE FRANCHISE RIGHTS — 255,980 29,652 — 285,632 INVESTMENT IN SUBSIDIARIES 2,999,407 — — (2,999,407 ) — OTHER ASSETS — 13,682 10,572 — 24,254 Total assets $ 3,028,329 $ 4,103,972 $ 778,107 $ (3,039,343 ) $ 4,871,065 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,219,844 $ 20,851 $ — $ 1,240,695 Offset account related to floorplan notes payable - credit facility — (86,547 ) — — (86,547 ) Floorplan notes payable — manufacturer affiliates — 272,563 124,620 — 397,183 Offset account related to floorplan notes payable - manufacturer affiliates — (22,500 ) — — (22,500 ) Current maturities of long-term debt and short-term financing 24,741 31,229 21,639 — 77,609 Current liabilities from interest rate risk management activities — 1,996 — — 1,996 Accounts payable — 229,470 183,511 — 412,981 Intercompany accounts payable 890,995 — 39,936 (930,931 ) — Accrued expenses — 150,241 26,829 — 177,070 Total current liabilities 915,736 1,796,296 417,386 (930,931 ) 2,198,487 LONG-TERM DEBT, net of current maturities 865,202 360,526 92,456 — 1,318,184 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 8,583 — — 8,583 DEFERRED INCOME TAXES AND OTHER LIABILITIES (117 ) 210,216 11,430 — 221,529 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,247,508 2,619,346 256,835 (2,999,407 ) 1,124,282 Intercompany note receivable — (890,995 ) — 890,995 — Total stockholders’ equity 1,247,508 1,728,351 256,835 (2,108,412 ) 1,124,282 Total liabilities and stockholders’ equity $ 3,028,329 $ 4,103,972 $ 778,107 $ (3,039,343 ) $ 4,871,065 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2018 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company REVENUES $ — $ 8,723,258 $ 2,878,100 $ — $ 11,601,358 COST OF SALES — 7,331,950 2,544,315 — 9,876,265 GROSS PROFIT — 1,391,308 333,785 — 1,725,093 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 3,388 971,923 297,746 — 1,273,057 DEPRECIATION AND AMORTIZATION EXPENSE — 52,881 14,189 — 67,070 ASSET IMPAIRMENTS — 43,398 485 — 43,883 INCOME (LOSS) FROM OPERATIONS (3,388 ) 323,106 21,365 — 341,083 OTHER EXPENSE: Floorplan interest expense — (52,773 ) (7,109 ) — (59,882 ) Other interest income (expense), net — (68,085 ) (7,713 ) — (75,798 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (3,388 ) 202,248 6,543 — 205,403 BENEFIT (PROVISION) FOR INCOME TAXES 786 (44,520 ) (3,897 ) — (47,631 ) EQUITY IN EARNINGS OF SUBSIDIARIES 160,374 — — (160,374 ) — NET INCOME (LOSS) $ 157,772 $ 157,728 $ 2,646 $ (160,374 ) $ 157,772 COMPREHENSIVE INCOME (LOSS) — 9,760 (24,156 ) — (14,396 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 157,772 $ 167,488 $ (21,510 ) $ (160,374 ) $ 143,376 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2017 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company REVENUES $ — $ 8,680,565 $ 2,443,156 $ — $ 11,123,721 COST OF SALES — 7,315,252 2,162,960 — 9,478,212 GROSS PROFIT — 1,365,313 280,196 — 1,645,509 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 3,381 974,413 248,401 — 1,226,195 DEPRECIATION AND AMORTIZATION EXPENSE — 48,284 9,652 — 57,936 ASSET IMPAIRMENTS — 12,762 6,744 — 19,506 INCOME (LOSS) FROM OPERATIONS (3,381 ) 329,854 15,399 — 341,872 OTHER EXPENSE: Floorplan interest expense — (47,222 ) (5,150 ) — (52,372 ) Other interest expense, net — (66,490 ) (4,007 ) — (70,497 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (3,381 ) 216,142 6,242 — 219,003 BENEFIT (PROVISION) FOR INCOME TAXES 1,268 (6,947 ) 118 — (5,561 ) EQUITY IN EARNINGS OF SUBSIDIARIES 215,556 — — (215,556 ) — NET INCOME (LOSS) $ 213,443 $ 209,195 $ 6,360 $ (215,556 ) $ 213,442 COMPREHENSIVE INCOME (LOSS) — 8,657 15,061 — 23,718 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 213,443 $ 217,852 $ 21,421 $ (215,556 ) $ 237,160 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2016 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company 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 income (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 CASH FLOWS Year Ended December 31, 2018 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 157,770 $ 98,934 $ 13,274 $ 269,978 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (91,891 ) (43,452 ) (135,343 ) Proceeds from disposition of franchises, property and equipment — 101,462 6,412 107,874 Purchases of property and equipment, including real estate — (97,229 ) (43,804 ) (141,033 ) Other 501 — — 501 Net cash used in (provided by) investing activities 501 (87,658 ) (80,844 ) (168,001 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 6,858,529 95,799 6,954,328 Repayments on credit facility - floorplan line and other — (6,797,143 ) (72,913 ) (6,870,056 ) Borrowings on credit facility - acquisition line 165,346 — — 165,346 Repayments on credit facility - acquisition line (158,485 ) — — (158,485 ) Borrowings on other debt — 95,799 60,224 156,023 Principal payments on other debt (24,741 ) (48,924 ) (45,124 ) (118,789 ) Borrowings on debt related to real estate — 42,657 12,055 54,712 Principal payments on debt related to real estate — (77,781 ) (13,686 ) (91,467 ) Employee stock purchase plan purchases, net of employee tax withholdings 2,717 — — 2,717 Proceeds from termination of mortgage swap — 918 — 918 Repurchases of common stock, amounts based on settlement date (183,918 ) — — (183,918 ) Dividends paid (20,872 ) — — (20,872 ) Borrowings (repayments) with subsidiaries 289,432 (300,731 ) 11,299 — Investment in subsidiaries (227,750 ) 209,917 17,833 — Net cash provided by (used in) financing activities (158,271 ) (16,759 ) 65,487 (109,543 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (3,345 ) (3,345 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (5,483 ) (5,428 ) (10,911 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 10,096 19,535 29,631 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 4,613 $ 14,107 $ 18,720 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2017 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 214,595 $ (13,759 ) $ (4,321 ) $ 196,515 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (62,474 ) (46,607 ) (109,081 ) Proceeds from disposition of franchises, property and equipment — 8,345 2,363 10,708 Purchases of property and equipment, including real estate — (185,342 ) (30,490 ) (215,832 ) Other — 1,607 — 1,607 Net cash provided by (used in) investing activities — (237,864 ) (74,734 ) (312,598 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 7,019,070 — 7,019,070 Repayments on credit facility - floorplan line and other — (6,957,866 ) — (6,957,866 ) Borrowings on credit facility - acquisition line 68,086 — — 68,086 Repayment on credit facility - acquisition line (42,278 ) — — (42,278 ) Borrowings on other debt 25,054 19 140,629 165,702 Principal payments on other debt (313 ) (718 ) (120,168 ) (121,199 ) Borrowings on debt related to real estate — 46,419 28,890 75,309 Principal payments on debt related to real estate loans — (22,931 ) (6,460 ) (29,391 ) Issuance of common stock to benefit plans, net 4,603 — — 4,603 Repurchases of common stock, amounts based on settlement date (40,094 ) — — (40,094 ) Dividends paid (20,466 ) — — (20,466 ) Borrowings (repayments) with subsidiaries 2,892 (32,719 ) 29,827 — Investment in subsidiaries (212,079 ) 202,406 9,673 — Net cash provided by (used in) financing activities (214,595 ) 253,680 82,391 121,476 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (8 ) (8 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — 2,057 3,328 5,385 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 8,039 16,207 24,246 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 10,096 $ 19,535 $ 29,631 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2016 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 147,065 $ 238,552 $ (1,520 ) $ 384,097 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 provided by (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 ) 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, net of debt issue costs (2,997 ) 42,138 — 39,141 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 provided by (used in) financing activities (147,065 ) (136,653 ) 78,711 (205,007 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 2,145 2,145 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — 1,701 5,494 7,195 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 6,338 10,713 17,051 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 8,039 $ 16,207 $ 24,246 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Estimates (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 by applying the acquisition method of accounting, and their results of operations are included from the effective dates of the closings of the acquisitions. The allocations of purchase price to the assets acquired and liabilities assumed are assigned and recorded based on estimates of fair value and are subject to change within the purchase price allocation period (generally one year from the respective acquisition date). All intercompany balances and transactions have been eliminated in consolidation. |
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. |
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, 2018 and 2017 , cash and cash equivalents excluded $33.7 million and $109.0 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 12, “Credit Facilities”), which are the Company’s primary options 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 net realizable value and are removed from inventory using the specific identification method 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, 2018 and 2017 , inventory cost had been reduced by $9.7 million and $9.1 million , respectively, for interest assistance received from manufacturers. New vehicle cost of sales was reduced by $47.3 million , $48.9 million and $49.2 million for interest assistance received related to vehicles sold for the years ended December 31, 2018 , 2017 and 2016 , respectively. The interest assistance over the past three years has ranged from approximately 77.1% of the Company’s quarterly floorplan interest expense in the fourth quarter of 2018 to 116.6% for the third quarter of 2016 . 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, 2018 and 2017, the Company’s used vehicle days’ supply was 39 days . Parts and accessories inventories are valued at lower of cost (determined on a first-in, first-out basis) or net realizable value in the Consolidated Balance Sheets. 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 that are held-for-use 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 16, “Asset Impairments”, for additional details regarding the Company’s impairment of long-lived assets. |
Goodwill | Goodwill 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. The Company is organized into three geographic regions, the U.S. region, 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. Annually in the fourth quarter, based on the carrying values of the Company’s regions as of October 31, 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 an adverse 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 estimates of market participants’ 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 unit (which represents the Company’s largest reporting unit) as of October 31, 2018 , the Company based its analysis on an estimate of industry sales of 16.8 million units in 2019 , 16.7 million units in 2020 and declining approximately one hundred thousand units annually 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 16 , "Asset Impairments” and Note 17 , “Intangible Franchise Rights and Goodwill”, for additional details regarding the Company’s goodwill. |
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 unit and remain as part of goodwill in the U.S. reporting unit at December 31, 2018 and 2017 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 each of the Company’s individual franchise rights 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 16 , "Asset Impairments” and Note 17 , “Intangible Franchise Rights and Goodwill”, for additional details regarding the Company’s intangible franchise rights. |
Income Taxes | Income Taxes Currently, the Company operates in 15 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 U.S. state net operating losses, as well as deferred tax assets primarily relating to 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 derivative instruments. 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. |
Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations | 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. 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 | 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 determined appropriate based on current and forecasted future 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, 2018 , 2017 and 2016 . The Company measures the fair value of its interest rate derivative instruments utilizing an income approach valuation technique, converting estimated 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 14 , “ Fair Value Measurements ”. The Company validates the outputs of its valuation technique by comparison to valuations from the respective counterparties. |
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 (R$). 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 it through earnings as a part of the gain or loss on the disposition transaction. |
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 Consolidated Statements of Operations, as the related inventory is sold. Factory incentive amounts related to parts and vehicles still in inventory as of the balance sheet date are reflected as a reduction of the carrying value of the inventory. |
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, 2018 , 2017 , and 2016 , totaled $75.2 million , $74.1 million and $75.3 million , respectively. 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 assistance amounts received related to vehicles still in inventory as of the balance sheet date are reflected in accrued expenses. |
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. |
Statements of Cash Flows | Statements of Cash Flows With respect to all new vehicle floorplan borrowings, the manufacturers of the vehicles draft the Company’s credit facilities directly with no cash flow to or from the Company. With respect to borrowings for used vehicle financing in the U.S., the Company finances up to 85% of the value of the used vehicle inventory and the funds flow directly to the Company from the lender. In the U.K. and Brazil, the Company chooses which used vehicles to finance and the borrowings flow directly to the Company from the lender. All borrowings from, and repayments to, lenders affiliated with the vehicle manufacturers (excluding the cash flows from or to manufacturer affiliated lenders participating in the Company’s syndicated lending group under the Revolving Credit Facility) are presented within Cash Flows from Operating Activities on the Consolidated Statements of Cash Flows. All borrowings from, and repayments to, the syndicated lending group under the Revolving Credit Facility (as defined in Note 12, “Credit Facilities”) (including the cash flows from or to manufacturer affiliated lenders participating in the facility), as well as borrowing from, and repayments to, the Company’s other credit facilities are presented within Cash Flows from Financing Activities. |
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 a Selling, general and administrative expense in the accompanying Consolidated Statements of Operations. |
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. Under the Company’s U.S. workers’ compensation and general liability insurance coverage, its exposure per claim 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, 2018 , the Company had accrued $19.3 million for its estimated liability on incurred worker’s compensation and general liability claims. At least annually, the Company engages a third-party actuary to conduct a study of the exposures under the self-insured portion of its worker’s compensation and general liability insurance programs for all open policy years. In the interim, the Company reviews the estimates within the study and monitors actual experience for unusual variances. The appropriate adjustments are made to the accrual, based upon these procedures. Actuarial estimates for the portion of claims not covered by insurance are based on historical claims experience adjusted for loss trending and loss development factors. Changes in the frequency or severity of claims from historical levels could influence our reserve for claims and our financial position, results of operations and cash flows. The Company’s U.S. insurance coverage for employee medical benefits limits the Company’s exposure to $1.0 million per occurrence. The Company’s U.S. property insurance includes coverage for building damage, content damage and business interruption. Deductibles for the U.S. property insurance vary depending on the cause of damage and the location. The Company has insurance policies covering similar risks with smaller deductibles and/or self-insured retentions in both the U.K. and Brazil. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments in this update address several specific cash flow issues with the objective of reducing the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The Company adopted ASU 2016-15 during the first quarter of 2018. The adoption of this ASU did not materially impact its net income, retained earnings, consolidated financial statements, results of operations or cash flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force ( “ EITF ” ) . The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted ASU 2016-18 during the first quarter of 2018. The adoption of this ASU did not materially impact its consolidated financial statements, results of operations or cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The amendments in this update clarify the definition of a business in order to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU should be applied prospectively. The Company adopted ASU 2017-01 during the first quarter of 2018. The adoption of this ASU did not materially impact its consolidated financial statements or results of operations. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The amendments in this update provide clarity and reduce both diversity in practice and cost and complexity when applying the guidance of Topic 718 to a change to the terms or conditions of a share-based payment award. Under the new guidance, an entity will not apply modification accounting to a share-based payment award if all of the following are the same immediately before and after the change: 1) the award's fair value (or calculated value or intrinsic value, if those measurement methods are used), 2) the award's vesting conditions, and 3) the award's classification as an equity or liability instrument. The Company adopted ASU 2017-09 during the first quarter of 2018. The adoption of this ASU did not impact its consolidated financial statements or results of operations. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . The amendments in this update will permit entities to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax legislation enacted by the U.S. government on December 22, 2017, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), to retained earnings. The FASB gave entities the option to reclassify these amounts rather than require reclassification and the option to apply the guidance retrospectively or in the period of adoption. The amendments in this update are effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. The Company early adopted ASU 2018-02 as of July 1, 2018, and reclassified $0.2 million of stranded tax effects from accumulated other comprehensive income to retained earnings. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), that amends the accounting guidance on leases. The standard establishes a right-of-use (ROU) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Originally, entities were required to adopt this ASU using a modified retrospective transition method. The FASB subsequently issued amendments to the standard, including providing an additional transition method that allows entities the option of recognizing the cumulative effect of applying the new standard as an adjustment to beginning retained earnings in the year of adoption while continuing to present all prior periods under previous lease accounting guidance. This standard update along with the amendments, will be effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company will adopt this accounting standard update on January 1, 2019, as required, using the optional transition method with no restatement of comparative period and a cumulative effect adjustment, if any, recognized on the date of adoption. While the Company has not completed its assessment of the impacts of the ASU 2016-02, the Company expects that the adoption of this standard will have a significant impact on its consolidated balance sheet for real estate and equipment operating leases. Upon adoption, the Company expects to recognize additional operating liabilities ranging from $200 million to $300 million , with corresponding ROU assets of approximately the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. As part of the Company’s implementation process, the Company has assessed its lease agreements, evaluated accounting policy elections, and implemented software to meet the reporting requirements of the standard. The Company is also currently evaluating the changes in controls and processes that are necessary to implement the standard update, but does not expect material changes. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The amendment replaces the current incurred loss impairment methodology of recognizing credit losses when a loss is probable, with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to assess credit loss estimates. The standard will be effective for fiscal years beginning after December 15, 2019, with early adoption permitted for periods after December 15, 2018. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements or results of operations, but does not expect the amendments in this ASU to materially impact its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The amendment eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. The amendments in this update should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2019. Earlier application is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The impact of the adoption of the provisions of the ASU on the Company’s consolidated financial statements will depend upon the significance of future impairments realized. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 715): Targeted Improvements to Accounting for Hedging Activities. The amendments in this update better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The amendments to cash flow and net investment hedge relationships should be applied using a modified retrospective approach while the presentation and disclosure requirements are applied prospectively, effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . The amendment modifies the disclosure requirements on fair value measurements by removing, modifying, or adding certain disclosures. The amendment will be effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. Certain disclosures in this standard are required to be applied on a retrospective basis and others on a prospective basis. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements. |
Revenue Recognition | Adoption of ASC Topic 606, "Revenue from Contracts with Customers" Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”), and all subsequent amendments issued thereafter, that amend the accounting guidance on revenue recognition. The Company adopted Topic 606 using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018, with a cumulative-effect adjustment to retained earnings recognized as of the date of adoption. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting policies under Topic 605, Revenue Recognition . The Company identified its material revenue streams to be the sale of new and used vehicles; arrangement of associated vehicle financing and the sale of service and other insurance contracts; the performance of vehicle maintenance and repair services; and the sale of vehicle parts. The Company concluded that no changes to the timing of revenue recognition for the sale of new and used vehicles, as well as vehicle parts are necessary. As it relates to the performance of vehicle maintenance and repair services recognized as a part of Parts and service sales in the accompanying Consolidated Statements of Operations, the Company identified a change in its accounting policies and procedures. Through December 31, 2017, the Company recognized revenue once the maintenance or repair services were completed and the vehicle was delivered to the customer. Under Topic 606, the Company determined that it has an enforceable right to payment during the course of the work being performed in certain jurisdictions and, thus, the Company changed its policy under Topic 606 for those jurisdictions to recognize revenue over time as the maintenance and repair services are performed. With regards to the revenue generated from the arrangement of vehicle financing and the sale of service and other insurance contracts recognized as a part of Finance, insurance and other, net in the accompanying Consolidated Statements of Operations, the Company also identified a change in the Company’s accounting policies and procedures. Generally, the Company receives an upfront commission for these transactions from the finance or insurance provider and recognizes the associated revenue when the contract is executed. In some cases, the Company also earns retrospective commission income by participating in the future profitability of the portfolio of contracts sold by the Company. Through December 31, 2017, the Company’s accounting policy was to recognize upfront commission income earned when the contract was executed and the amount was determinable, and to recognize retrospective commission income as the amounts were determined and realized. The Company concluded that this retrospective commission income represents variable consideration for which the Company’s performance obligation is satisfied when the finance or insurance product contract is executed with the end user. Under the new standard, an estimate of variable consideration, subject to a constraint, is to be included in the transaction price and recognized when or as the performance obligation is satisfied. Therefore, the Company’s accounting policy changed under Topic 606 such that the Company will estimate the amount of future earnings that it will realize from the ultimate profitability of the portfolio of contracts subject to a retrospective commission and recognize such estimate, subject to any constraint in the estimate, upfront when the contract is executed with the end user. The Company's estimates of the amount of variable consideration to be ultimately realized will be reassessed at the end of each reporting period and changes in those estimates will be adjusted through revenue. As discussed in Note 2, “Summary of Significant Accounting Policies and Estimates”, the Company’s material revenue streams are the sale of new and used vehicles; arrangement of associated vehicle financing and the sale of service and other insurance contracts; the performance of vehicle maintenance and repair services (including collision restoration); and the sale of vehicle parts. New and Used Vehicle Sales Specific to the sale of new and used vehicles, the Company has a single performance obligation associated with these contracts - the delivery of the vehicle to the customer, which is the point at which transfer of control occurs. Revenue from the sale of new and used vehicles is recognized upon satisfaction of the performance obligation (i.e., delivery of the vehicle to the customer). In some cases, the Company uses a third-party auction as an agent to facilitate delivery of used vehicles to the customer. Incidental items that are immaterial in the context of the contract are accrued at the time of sale. The transaction price for new and used vehicle sales (i.e., the amount that the Company has the right to under the terms of the sales contract with the customer) is the stand-alone sales price of each individual vehicle and is generally settled within 30 days of the satisfaction of the performance obligation. In many new and used vehicle sales transactions, a portion of the consideration applied by the customer to the satisfaction of the total transaction price is a used vehicle trade-in (i.e., noncash consideration). The Company measures such noncash consideration at fair value. Revenue recognized from the sale of new and used vehicles is reflected in New vehicle retail sales , Used vehicle retail sales , and Used vehicle wholesale sales in the accompanying Consolidated Statements of Operations. With respect to the cost of freight and shipping from its dealerships to its customers, the Company’s policy is to recognize such cost in the corresponding cost of sales category. With respect to taxes assessed by governmental authorities that are imposed upon new and used vehicle sales transactions and collected by the Company from its customers, the Company’s policy is to exclude such amounts from revenues. Vehicle Parts Sales Related to the sale of vehicle parts, the Company has a single performance obligation associated with these contracts - the delivery of the parts to the customer, which is the point at which transfer of control occurs. Revenue from the sale of vehicle parts is recognized upon satisfaction of the performance obligation (i.e., delivery of the parts to the customer). The transaction price for vehicle parts sales (i.e., the amount that the Company has the right to under the terms of the sales contract with the customer) is the stand-alone sales price of each individual part and is generally settled within 30 days of the satisfaction of the performance obligation. Revenue recognized from the sale of vehicle parts is reflected in Parts and service sales in the accompanying Consolidated Statements of Operations. With respect to the cost of freight and shipping to its customers, the Company’s policy is to recognize such fulfillment cost in the corresponding cost of sales category. With respect to taxes assessed by governmental authorities that are imposed upon vehicle parts sales transactions and collected by the Company from its customers, the Company’s policy is to exclude such amounts from revenues. Maintenance and Repair Services As it relates to vehicle maintenance and repair services (including collision restoration), the Company has a single performance obligation associated with these contracts - the completion of the services. The Company has an enforceable right to payment in certain jurisdictions and, as such, transfers control of vehicle maintenance and repair services to its customer over time. Therefore, satisfaction of the performance obligation associated with the vehicle maintenance and repair services occurs, and the associated revenue is recognized, over time. The Company uses the input method for the measurement of progress and recognition of revenue, utilizing labor hours and parts applied to the customer vehicle to estimate the services performed for which the Company has an enforceable right to payment. The transaction price for vehicle maintenance and repair services (i.e., the amount that the Company has the right to under the terms of the service contract with the customer) is the sum total of the labor and, if applicable, vehicle parts used in the performance of the service, as well as the margin above cost charged to the customer. The transaction price is typically settled within 30 days of the satisfaction of the performance obligation, which generally occurs within a short period of time from contract inception. Revenue recognized from vehicle maintenance and repair services is reflected in Parts and service sales in the accompanying Consolidated Statements of Operations. With respect to taxes assessed by governmental authorities that are imposed upon vehicle maintenance and repair service transactions and collected by the Company from its customer, the Company’s policy is to exclude such amounts from revenues. Arrangement of Vehicle Financing and the Sale of Service and Other Insurance Contracts The Company receives commissions from finance and insurance providers, under the terms of its contracts with such providers, for the arrangement of vehicle financing and the sale of service and other insurance products. Within the context of the Company's contracts with the finance or insurance provider, the Company has determined that it is an agent for the finance or insurance provider and the finance or insurance provider is the Company's customer. The Company has a single performance obligation associated with these contracts for all commissions earned - the facilitation of the financing of the vehicle or sale of the insurance product. Revenue from these contracts is recognized upon satisfaction of the performance obligation, which is when the finance or insurance product contract is executed with the purchaser. The transaction price (i.e., the amount that the Company has the right to under the terms of the contract with the customer) consists of both fixed and variable consideration. With regards to the upfront commission for these contracts, the transaction price is the amount earned for each individual contract executed and is generally collected within 30 days of the satisfaction of the performance obligation. The Company may be charged back for unearned financing, insurance contract or vehicle service contract fees in the event of early termination of the contracts by customers. A reserve for future amounts estimated to be charged back is recorded, as a reduction of Finance, insurance and other revenue, net in the accompanying Consolidated Statement of Operations, based on the Company’s historical chargeback results and the termination provisions of the applicable contracts. In some cases, the Company also earns retrospective commission income by participating in the future profitability of the portfolio of product contracts sold by the Company. This consideration is variable (i.e., contingent upon the performance of the portfolio of contracts) and is generally settled over five to seven years from the satisfaction of the performance obligation. The Company utilizes the “expected value” method to predict the amount of consideration to which the Company will be entitled, subject to constraint in the estimate. Therefore, the Company estimates the amount of future earnings that it will realize from the ultimate profitability of the portfolio and recognizes such estimate, subject to any constraint in the estimate, upfront when the product contract is executed with the end user, which is when the performance obligation is satisfied. Changes in the Company’s estimates of the amount of variable consideration to be ultimately realized are adjusted through revenue. Revenue recognized from the arrangement of vehicle financing and the sale of service and other insurance contracts is reflected in Finance, insurance and other, net, within the Consolidated Statements of Operations and as a contract asset reflected in Prepaid expenses and other current assets within the Consolidated Balance Sheets until the right to such consideration becomes unconditional, at which time amounts due are reclassified to accounts receivable. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Estimates (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Consolidated Balance Sheets to the total of the same amounts shown in the Consolidated Statements of Cash Flows (in thousands): Years Ended December 31, 2018 2017 2016 Cash and cash equivalents $ 15,932 $ 28,787 $ 20,992 Restricted cash, included in other assets 2,788 844 3,254 Total cash, cash equivalents and restricted cash $ 18,720 $ 29,631 $ 24,246 |
Adoption of ASC Topic 606 - Revenue from Contracts with Customers | The cumulative effect of the changes made to the Company’s Consolidated Balance Sheets as of January 1, 2018 for the adoption of Topic 606 were as follows (in thousands): January 1, 2018 Balance at Adjustment due to Topic 606 Balance Sheet Assets Accounts and notes receivable, net $ 188,611 $ 11,623 $ 200,234 Inventories, net 1,763,293 (3,660 ) 1,759,633 Prepaid expense and other current assets 42,062 8,683 50,745 Liabilities Accounts payable $ 412,981 $ 1,756 $ 414,737 Deferred income taxes 124,404 3,493 127,897 Stockholders' equity Retained earnings $ 1,246,323 $ 11,397 $ 1,257,720 The impact of applying Topic 606 for the twelve months ended December 31, 2018 , was as follows (in thousands): Year Ended December 31, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Higher (Lower) Income Statement Revenues Parts and service sales $ 1,416,889 $ 1,417,584 $ (695 ) Finance, insurance and other, net 467,453 461,711 5,742 Cost of sales Parts and service sales $ 657,741 $ 657,886 $ (145 ) Selling, general and administrative expenses 1,273,057 1,273,131 (74 ) Provision for income taxes 47,631 46,383 1,248 Net income (loss) $ 157,772 $ 153,754 $ 4,018 The impact of applying Topic 606 at December 31, 2018 , was as follows (in thousands): December 31, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Higher (Lower) Balance Sheet Assets Accounts and notes receivable, net $ 193,981 $ 183,316 $ 10,665 Inventories, net 1,844,059 1,847,493 (3,434 ) Prepaid expense and other current assets 82,734 68,308 14,426 Liabilities Accounts payable $ 419,350 $ 417,723 $ 1,627 Deferred income taxes 134,683 129,964 4,719 Stockholders' equity Retained earnings and accumulated other comprehensive income (loss) $ 1,257,045 $ 1,241,734 $ 15,311 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenues Disaggregated by Revenue Source and Geographical Segment | The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Years Ended December 31, 2018 2017 (1) 2016 (1) REVENUES: New vehicle retail sales $ 6,181,371 $ 6,157,531 $ 6,046,075 Used vehicle retail sales 3,166,070 2,798,986 2,757,713 Used vehicle wholesale sales 369,575 400,170 401,863 Total new and used vehicle sales 9,717,016 9,356,687 9,205,651 Vehicle parts sales 340,456 316,850 302,117 Maintenance and repair sales 1,076,433 1,021,182 959,190 Total parts and service sales 1,416,889 1,338,032 1,261,307 Finance, insurance and other, net 467,453 429,002 420,654 Total revenues $ 11,601,358 $ 11,123,721 $ 10,887,612 (1) As described in Note 2, “Summary of Significant Accounting Policies and Estimates”, results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historical accounting policies under Topic 605, Revenue Recognition . The following tables present the Company's revenues disaggregated by its geographical segments (in thousands): Year Ended December 31, 2018 U.S. U.K. Brazil Total REVENUES: New vehicle retail sales $ 4,682,820 $ 1,217,135 $ 281,416 $ 6,181,371 Used vehicle retail sales 2,306,999 771,719 87,352 3,166,070 Used vehicle wholesale sales 178,910 173,783 16,882 369,575 Total new and used vehicle sales 7,168,729 2,162,637 385,650 9,717,016 Vehicle parts sales 296,027 39,146 5,283 340,456 Maintenance and repair sales 857,230 178,448 40,755 1,076,433 Total parts and service sales 1,153,257 217,594 46,038 1,416,889 Finance, insurance and other, net 401,271 57,154 9,028 467,453 Total revenues $ 8,723,257 $ 2,437,385 $ 440,716 $ 11,601,358 Year Ended December 31, 2017 (1) U.S. U.K. Brazil Total REVENUES: New vehicle retail sales $ 4,768,864 $ 1,092,612 $ 296,055 $ 6,157,531 Used vehicle retail sales 2,160,699 546,266 92,021 2,798,986 Used vehicle wholesale sales 250,668 136,847 12,655 400,170 Total new and used vehicle sales 7,180,231 1,775,725 400,731 9,356,687 Vehicle parts sales 282,744 28,206 5,900 316,850 Maintenance and repair sales 841,636 137,549 41,997 1,021,182 Total parts and service sales 1,124,380 165,755 47,897 1,338,032 Finance, insurance and other, net 375,954 44,523 8,525 429,002 Total revenues $ 8,680,565 $ 1,986,003 $ 457,153 $ 11,123,721 Year Ended December 31, 2016 (1) U.S. U.K. Brazil Total REVENUES: 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 Total new and used vehicle sales 7,285,265 1,543,488 376,898 9,205,651 Vehicle parts sales 268,919 24,602 8,596 302,117 Maintenance and repair sales 802,732 118,760 37,698 959,190 Total parts and service sales 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 (1) As described in Note 2, “Summary of Significant Accounting Policies”, results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historical accounting policies under Topic 605, Revenue Recognition . |
Derivative Instruments and Ri_2
Derivative Instruments and Risk Management Activities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Notional Value of the Annual Expiration of Swaps in Effect | The following table presents the notional value of the annual expiration of swaps in effect as of December 31, 2018 , excluding forward starting swaps (in millions): 2019 2020 2021 2022 2023 2024 Notional amount of swaps expiring $ 353.0 $ 253.0 $ 111.3 $ 18.1 $ 13.6 $ 4.2 |
Impact of Derivative Financial Instruments | The following tables present the impact for the Company’s interest rate derivative instruments on its Consolidated Statements of Operations and Consolidated Balance Sheets (in thousands): Amount of Unrealized Income (Loss), Net of Tax, Recognized in OCI Years Ended December 31, 2018 2017 2016 Derivatives in Cash Flow Hedging Relationship Interest rate derivative instruments $ 6,546 $ 1,034 $ 1,728 Amount of Income (Loss) Reclassified from OCI into Statement of Operations Years Ended December 31, 2018 2017 2016 Location of Income (Loss) Reclassified from OCI into Statements of Operations Floorplan interest expense $ (4,671 ) $ (10,272 ) $ (11,097 ) Other interest expense (476 ) (1,924 ) (2,332 ) |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of the Restricted Stock Awards | A summary of the restricted stock awards as of December 31, 2018 , along with the changes during the year then ended, is as follows: Awards Weighted Average Grant Date Fair Value Nonvested at December 31, 2017 702,778 $ 68.23 Granted 246,721 74.09 Vested (236,334 ) 64.38 Forfeited (31,365 ) 69.71 Nonvested at December 31, 2018 681,800 $ 71.60 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Calculation of Earnings Per Share | The following table sets forth the calculation of EPS for the years ended December 31, 2018 , 2017 , and 2016 (in thousands, except per share amounts): Years Ended December 31, 2018 2017 2016 Weighted average basic common shares outstanding 19,453 20,420 21,161 Dilutive effect of employee stock purchases, net of assumed repurchase of treasury stock 8 5 9 Weighted average dilutive common shares outstanding 19,461 20,425 21,170 Basic: Net income (loss) $ 157,772 $ 213,442 $ 147,065 Less: Earnings (loss) allocated to participating securities 5,416 7,512 5,871 Earnings (loss) available to basic common shares $ 152,356 $ 205,930 $ 141,194 Basic earnings (loss) per common share $ 7.83 $ 10.08 $ 6.67 Diluted: Net income (loss) $ 157,772 $ 213,442 $ 147,065 Less: Earnings (loss) allocated to participating securities 5,414 7,511 5,869 Earnings (loss) available to diluted common shares $ 152,358 $ 205,931 $ 141,196 Diluted earnings (loss) per common share $ 7.83 $ 10.08 $ 6.67 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income/(Loss) before Income Taxes by Geographic Area | Income (loss) before income taxes by geographic area was as follows (in thousands): Years Ended December 31, 2018 2017 2016 Domestic $ 192,105 $ 206,579 $ 222,178 Foreign 13,298 12,424 5,193 Total income before income taxes $ 205,403 $ 219,003 $ 227,371 |
Federal, State and Foreign Income Tax Provisions/(Benefits) | Federal, state and foreign income tax provisions (benefits) were as follows (in thousands): Years Ended December 31, 2018 2017 2016 Federal: Current $ 35,923 $ 44,921 $ 57,321 Deferred 2,600 (46,938 ) 18,704 State: Current 4,327 3,774 4,636 Deferred 884 3,921 1,878 Foreign: Current 3,907 2,929 4,187 Deferred (10 ) (3,046 ) (6,420 ) Provision for income taxes $ 47,631 $ 5,561 $ 80,306 |
Reconciliation of Income Tax Expense due to the U.S. Federal Statutory Corporate Tax Rate | Actual income tax expense differed from income tax expense computed by applying the applicable U.S. federal statutory corporate tax rate of 21.0% in 2018 and of 35.0% in 2017 and 2016 to income before income taxes, as follows (in thousands): Years Ended December 31, 2018 2017 2016 Provision at the U.S. federal statutory rate $ 43,135 $ 76,651 $ 79,580 Increase (decrease) resulting from: State income tax, net of benefit for federal deduction 3,639 4,472 4,230 Foreign income tax rate differential (259 ) (2,443 ) (2,799 ) Employment credits (1,327 ) (862 ) (821 ) Changes in valuation allowances 3,442 629 749 Non-deductible goodwill — — 34 Tax Cuts and Jobs Act - Enactment date effect (575 ) (73,028 ) — Stock-based compensation (74 ) (136 ) 368 Other (350 ) 278 (1,035 ) Provision for income taxes $ 47,631 $ 5,561 $ 80,306 |
Tax Effects of Temporary Differences Representing Deferred Tax Assets/Liabilities | The tax effects of these temporary differences representing deferred tax assets/liabilities resulted principally from the following (in thousands): December 31, 2018 2017 Deferred tax assets: Loss reserves and accruals $ 41,779 $ 44,004 Interest rate swaps — 259 Goodwill and intangible franchise rights 44 2,770 U.S. state net operating loss (“NOL”) carryforwards 17,894 17,430 Depreciation expense 433 — Foreign NOL carryforwards 37,587 40,582 Other 84 379 Deferred tax assets 97,821 105,424 Valuation allowance on deferred tax assets (52,257 ) (54,415 ) Net deferred tax assets $ 45,564 $ 51,009 Deferred tax liabilities: Goodwill and intangible franchise rights $ (123,659 ) $ (118,447 ) Depreciation expense (50,172 ) (50,166 ) Deferred gain on bond redemption — (327 ) Interest rate swaps (2,788 ) — Other (72 ) (1,820 ) Deferred tax liabilities (176,691 ) (170,760 ) Net deferred tax liability $ (131,127 ) $ (119,751 ) |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands): 2018 BALANCE at January 1 $ 1,151 Additions for current tax 562 Additions based on tax positions in prior years — Reductions for tax positions — Settlements with tax authorities — Reductions due to lapse of statutes of limitations (115 ) BALANCE, December 31 $ 1,598 |
Accounts and Notes Receivable_2
Accounts and Notes Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Accounts and Notes Receivable | The Company’s accounts and notes receivable consisted of the following (in thousands): December 31, 2018 2017 Amounts due from manufacturers $ 105,140 $ 109,599 Parts and service receivables 51,922 39,343 Finance and insurance receivables 26,446 25,293 Other 13,673 17,514 Total accounts and notes receivable 197,181 191,749 Less: allowance for doubtful accounts 3,200 3,138 Accounts and notes receivable, net $ 193,981 $ 188,611 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | The Company’s inventories consisted of the following (in thousands): December 31, 2018 2017 New vehicles $ 1,278,863 $ 1,194,632 Used vehicles 350,219 350,760 Rental vehicles 142,926 144,213 Parts, accessories and other 80,556 82,755 Total inventories 1,852,564 1,772,360 Less: lower of cost or net realizable value allowance 8,505 9,067 Inventories, net $ 1,844,059 $ 1,763,293 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The Company’s property and equipment consisted of the following (in thousands): Estimated December 31, 2018 2017 Land $ 487,618 $ 482,600 Buildings 25 to 50 727,826 700,257 Leasehold improvements varies 189,248 172,071 Machinery and equipment 7 to 20 125,919 117,781 Furniture and fixtures 3 to 10 109,274 100,881 Company vehicles 3 to 5 12,333 11,933 Construction in progress 42,959 41,824 Total 1,695,177 1,627,347 Less: accumulated depreciation and amortization 347,342 308,388 Property and equipment, net $ 1,347,835 $ 1,318,959 |
Credit Facilities (Tables)
Credit Facilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Line of Credit Facility [Abstract] | |
Outstanding Balances under Financing Arrangements | The outstanding balances under these financing arrangements were as follows (in thousands): December 31, 2018 2017 Floorplan notes payable — credit facility and other New vehicles $ 1,063,710 $ 1,019,511 Used vehicles 167,578 176,802 Rental vehicles 20,114 23,530 Floorplan offset (33,637 ) (86,547 ) Total floorplan notes payable - credit facility 1,217,765 1,133,296 Other floorplan notes payable 41,050 20,852 Total floorplan notes payable - credit facility and other $ 1,258,815 $ 1,154,148 Floorplan notes payable — manufacturer affiliates FMCC Facility $ 160,786 $ 152,984 Floorplan offset (100 ) (22,500 ) Total FMCC Facility 160,686 130,484 Foreign and rental vehicles 257,138 244,199 Total floorplan notes payable — manufacturer affiliates $ 417,824 $ 374,683 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Composition of Long-Term Debt | Long-term debt consisted of the following (in thousands): December 31, 2018 2017 5.00% Senior Notes (aggregate principal of $550,000 at December 31, 2018 and 2017) $ 543,730 $ 542,063 5.25% Senior Notes (aggregate principal of $300,000 at December 31, 2018 and 2017) 296,735 296,151 Acquisition Line 31,842 26,988 Real Estate Related & Other Long-Term Debt 445,248 440,845 Capital lease obligations related to real estate, maturing in varying amounts through December 2037 with a weighted average interest rate of 8.4% and 10.4%, respectively 48,612 51,665 1,366,167 1,357,712 Less current maturities of long-term debt 84,678 39,528 $ 1,281,489 $ 1,318,184 |
Aggregate Annual Maturities of Long-Term Debt | The aggregate annual maturities of long-term debt, excluding unamortized capitalized debt issuance costs of $3.1 million , for the next five years are as follows (in thousands): Total Years Ended December 31, 2019 $ 84,865 2020 56,408 2021 93,233 2022 593,389 2023 371,834 Thereafter 169,549 Total $ 1,369,278 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Recorded at Fair Value | Asset and liabilities recorded at fair value, within Level 2 of the hierarchy framework, within the Consolidated Balance Sheets as of December 31, 2018 and 2017 , respectively, were as follows (in thousands): As of December 31, 2018 2017 Assets: Investments $ 2,788 $ 844 Demand obligations 13 13 Interest rate derivative financial instruments 13,576 9,501 Total $ 16,377 $ 10,358 Liabilities: Interest rate derivative financial instruments $ 1,811 $ 10,579 Total $ 1,811 $ 10,579 |
Intangible Franchise Rights a_2
Intangible Franchise Rights and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Roll-Forward of Intangible Franchise Rights and Goodwill by Reportable Segment | Goodwill U.S. U.K. Brazil Total BALANCE, December 31, 2016 $ 805,935 $ 57,054 $ 13,774 $ 876,763 (1) Additions through acquisitions 29,332 2,575 95 32,002 Disposals — — (933 ) (933 ) Currency translation — 5,405 (203 ) 5,202 BALANCE, December 31, 2017 835,267 65,034 12,733 913,034 (1) Additions through acquisitions 39,703 28,475 4,284 72,462 Purchase price allocation adjustments 19 — — 19 Disposals and assets held for sale (13,361 ) — — (13,361 ) Currency translation — (5,922 ) (2,307 ) (8,229 ) BALANCE, December 31, 2018 $ 861,628 $ 87,587 $ 14,710 $ 963,925 (1) (1) Net of accumulated impairments of $97.8 million The following is a roll-forward of the Company’s intangible franchise rights and goodwill accounts by reportable segment (in thousands): Intangible Franchise Rights U.S. U.K. Brazil Total BALANCE, December 31, 2016 $ 260,534 $ 17,337 $ 7,005 $ 284,876 Additions through acquisitions 8,035 10,133 — 18,168 Impairments (12,588 ) — (6,744 ) (19,332 ) Currency translation — 2,013 (93 ) 1,920 BALANCE, December 31, 2017 255,981 29,483 168 285,632 Additions through acquisitions 11,540 8,423 — 19,963 Disposals (4,872 ) — — (4,872 ) Impairments (38,255 ) (485 ) — (38,740 ) Currency translation — (2,329 ) (24 ) (2,353 ) BALANCE, December 31, 2018 $ 224,394 $ 35,092 $ 144 $ 259,630 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Future Minimum Lease Payments for Non-Cancelable Operating Leases | Future minimum lease payments for non-cancelable operating leases as of December 31, 2018 , are as follows (in thousands): Total Years Ended December 31, 2019 $ 38,298 2020 34,705 2021 30,903 2022 26,713 2023 24,262 Thereafter 141,662 Total (1) $ 296,543 (1) Includes $2.9 million of future, non-cancelable sublease payments to be received. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 (loss) for the years ended December 31, 2018 , 2017 and 2016 are as follows (in thousands): Accumulated income (loss) on foreign currency translation Accumulated income (loss) on interest rate swaps Total BALANCE, December 31, 2015 $ (118,532 ) $ (19,452 ) $ (137,984 ) Other comprehensive income (loss), net of tax (19,081 ) 10,121 (8,960 ) BALANCE, December 31, 2016 (137,613 ) (9,331 ) (146,944 ) Other comprehensive income (loss), net of tax 15,061 8,657 23,718 BALANCE, December 31, 2017 (122,552 ) (674 ) (123,226 ) Other comprehensive income (loss), net of tax (24,156 ) 9,760 (14,396 ) Tax effects reclassified from accumulated other comprehensive income (loss) — (150 ) (150 ) BALANCE, December 31, 2018 $ (146,708 ) $ 8,936 $ (137,772 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Reportable segment revenues, gross profit, SG&A, depreciation and amortization expenses, asset impairments, floorplan interest expense, net, other interest expense, net, benefit (provision) for income taxes, net income (loss) and capital expenditures are as follows (in thousands): Year Ended December 31, 2018 U.S. U.K. Brazil Total New vehicle retail sales $ 4,682,820 $ 1,217,135 $ 281,416 $ 6,181,371 Used vehicle retail sales 2,306,999 771,719 87,352 3,166,070 Used vehicle wholesale sales 178,910 173,783 16,882 369,575 Parts and service 1,153,257 217,594 46,038 1,416,889 Finance, insurance and other, net 401,271 57,154 9,028 467,453 Total revenues 8,723,257 2,437,385 440,716 11,601,358 Gross profit 1,391,306 279,902 53,885 1,725,093 Selling, general and administrative expenses 982,064 (1) 240,403 50,590 (2) 1,273,057 Depreciation and amortization expense 52,881 12,586 1,603 67,070 Asset impairments 43,398 485 — 43,883 Floorplan interest expense (52,773 ) (6,322 ) (787 ) (59,882 ) Other interest expense, net (68,085 ) (6,797 ) (916 ) (75,798 ) Income (loss) before income taxes 192,105 13,309 (11 ) 205,403 Benefit (provision) for income taxes (43,734 ) (2,549 ) (1,348 ) (47,631 ) Net income (loss) $ 148,371 $ 10,760 $ (1,359 ) $ 157,772 Capital expenditures $ 90,530 $ 16,947 $ 2,667 $ 110,144 (1) Includes the following, pre-tax: net gain on real estate and dealership transactions of $25.2 million , loss due to catastrophic events of $6.4 million and legal items of $1.3 million . (2) Includes pre-tax loss related to legal items of $3.7 million . Year Ended December 31, 2017 (4) U.S. U.K. Brazil Total New vehicle retail sales $ 4,768,864 $ 1,092,612 $ 296,055 $ 6,157,531 Used vehicle retail sales 2,160,699 546,266 92,021 2,798,986 Used vehicle wholesale sales 250,668 136,847 12,655 400,170 Parts and service 1,124,380 165,755 47,897 1,338,032 Finance, insurance and other, net 375,954 44,523 8,525 429,002 Total revenues 8,680,565 (1) 1,986,003 457,153 11,123,721 Gross profit 1,365,314 225,253 54,942 1,645,509 Selling, general and administrative expenses 983,974 (2) 191,570 50,651 1,226,195 Depreciation and amortization expense 48,285 8,198 1,453 57,936 Asset impairments 12,762 — 6,744 19,506 Floorplan interest expense (47,221 ) (4,727 ) (424 ) (52,372 ) Other interest expense, net (66,493 ) (3,664 ) (340 ) (70,497 ) Income (loss) before income taxes 206,579 17,094 (4,670 ) 219,003 Benefit (provision) for income taxes (5,679 ) (3) (2,142 ) 2,260 (5,561 ) Net income (loss) $ 200,900 $ 14,952 $ (2,410 ) $ 213,442 Capital expenditures $ 77,477 $ 19,944 $ 880 $ 98,301 (1) Includes the impact of chargeback reserves for finance and insurance revenues associated with catastrophic events of $6.6 million . (2) Includes the following, pre-tax: gain on OEM settlement of $1.8 million and loss due to catastrophic events of $8.8 million . (3) Includes a tax benefit of $73.0 million associated with a reduction in the corporate income tax rate enacted in the Tax Act (4) Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historical accounting policies under Topic 605, Revenue Recognition . Year Ended December 31, 2016 (4) U.S. U.K. Brazil Total 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 expenses 965,139 (1) 158,636 46,988 (2) 1,170,763 Depreciation and amortization expense 43,472 6,594 1,168 51,234 Asset impairments 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 Benefit (provision) for income taxes (82,541 ) (3,697 ) 5,932 (80,306 ) Net income (loss) $ 139,639 $ 14,435 $ (7,009 ) (3) $ 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 pre-tax loss on real estate and dealership transactions of $0.8 million . (3) Includes a foreign deferred income tax benefit of $1.7 million . (4) Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historical accounting policies under Topic 605, Revenue Recognition . |
Goodwill and Intangible Franchise Rights and Total Assets by Reportable Segment | Goodwill and intangible franchise rights and total assets by reportable segment are as follows (in thousands): As of December 31, 2018 U.S. U.K. Brazil Total Goodwill and intangible franchise rights $ 1,086,022 $ 122,679 $ 14,854 $ 1,223,555 Total assets $ 4,113,049 $ 756,350 $ 131,676 $ 5,001,075 As of December 31, 2017 U.S. U.K. Brazil Total Goodwill and intangible franchise rights $ 1,091,248 $ 94,517 $ 12,901 $ 1,198,666 Total assets $ 4,087,039 $ 654,154 $ 129,872 $ 4,871,065 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Quarter First Second Third Fourth Full Year (In thousands, except per share data) Years Ended December 31, 2018 Total revenues $ 2,860,026 $ 2,943,462 $ 2,889,058 $ 2,908,812 $ 11,601,358 Gross profit 419,763 438,163 435,101 432,066 1,725,093 Net income (loss) 35,814 56,463 34,777 30,718 157,772 Basic earnings (loss) per share (1) 1.70 2.72 1.74 1.62 7.83 Diluted earnings (loss) per share (1) 1.70 2.72 1.74 1.62 7.83 2017 Total revenues $ 2,518,829 $ 2,672,195 $ 3,012,292 $ 2,920,405 $ 11,123,721 Gross profit 383,522 404,892 431,420 425,675 1,645,509 Net income (loss) 33,939 39,133 29,881 110,489 213,442 Basic earnings (loss) per share (1) 1.58 1.84 1.43 5.27 10.08 Diluted earnings (loss) per share (1) 1.58 1.84 1.43 5.27 10.08 (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 Financ_2
Condensed Consolidated Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Consolidated Balance Sheets | CONDENSED CONSOLIDATED BALANCE SHEETS As of December 31, 2018 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 4,613 $ 11,319 $ — $ 15,932 Contracts-in-transit and vehicle receivables, net — 232,095 33,565 — 265,660 Accounts and notes receivable, net — 153,871 40,110 — 193,981 Intercompany accounts receivable 31,842 21,636 — (53,478 ) — Inventories, net — 1,468,422 375,637 — 1,844,059 Prepaid expenses and other current assets 992 32,118 49,624 — 82,734 Total current assets 32,834 1,912,755 510,255 (53,478 ) 2,402,366 PROPERTY AND EQUIPMENT, net — 1,124,559 223,276 — 1,347,835 GOODWILL — 861,628 102,297 — 963,925 INTANGIBLE FRANCHISE RIGHTS — 224,394 35,236 — 259,630 INVESTMENT IN SUBSIDIARIES 3,100,931 — — (3,100,931 ) — OTHER ASSETS — 16,165 11,154 — 27,319 Total assets $ 3,133,765 $ 4,139,501 $ 882,218 $ (3,154,409 ) $ 5,001,075 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,251,402 $ 41,050 $ — $ 1,292,452 Offset account related to floorplan notes payable - credit facility — (33,637 ) — — (33,637 ) Floorplan notes payable — manufacturer affiliates — 276,862 141,062 — 417,924 Offset account related to floorplan notes payable - manufacturer affiliates — (100 ) — — (100 ) Current maturities of long-term debt and short-term financing — 73,834 19,133 — 92,967 Current liabilities from interest rate risk management activities — 115 — — 115 Accounts payable — 200,912 218,438 — 419,350 Intercompany accounts payable 1,164,949 — 53,478 (1,218,427 ) — Accrued expenses — 164,883 32,611 — 197,494 Total current liabilities 1,164,949 1,934,271 505,772 (1,218,427 ) 2,386,565 LONG-TERM DEBT, net of current maturities 872,307 294,388 114,794 — 1,281,489 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 1,696 — — 1,696 DEFERRED INCOME TAXES AND OTHER LIABILITIES 815 223,022 11,794 — 235,631 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,095,694 2,851,073 249,858 (3,100,931 ) 1,095,694 Intercompany note receivable — (1,164,949 ) — 1,164,949 — Total stockholders’ equity 1,095,694 1,686,124 249,858 (1,935,982 ) 1,095,694 Total liabilities and stockholders’ equity $ 3,133,765 $ 4,139,501 $ 882,218 $ (3,154,409 ) $ 5,001,075 CONDENSED CONSOLIDATED BALANCE SHEETS As of December 31, 2017 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 10,096 $ 18,691 $ — $ 28,787 Contracts-in-transit and vehicle receivables, net — 266,788 39,645 — 306,433 Accounts and notes receivable, net — 144,872 43,739 — 188,611 Intercompany accounts receivable 26,988 12,948 — (39,936 ) — Inventories, net — 1,434,852 328,441 — 1,763,293 Prepaid expenses and other current assets 1,934 8,378 31,750 — 42,062 Total current assets 28,922 1,877,934 462,266 (39,936 ) 2,329,186 PROPERTY AND EQUIPMENT, net — 1,121,108 197,851 — 1,318,959 GOODWILL — 835,268 77,766 — 913,034 INTANGIBLE FRANCHISE RIGHTS — 255,980 29,652 — 285,632 INVESTMENT IN SUBSIDIARIES 2,999,407 — — (2,999,407 ) — OTHER ASSETS — 13,682 10,572 — 24,254 Total assets $ 3,028,329 $ 4,103,972 $ 778,107 $ (3,039,343 ) $ 4,871,065 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,219,844 $ 20,851 $ — $ 1,240,695 Offset account related to floorplan notes payable - credit facility — (86,547 ) — — (86,547 ) Floorplan notes payable — manufacturer affiliates — 272,563 124,620 — 397,183 Offset account related to floorplan notes payable - manufacturer affiliates — (22,500 ) — — (22,500 ) Current maturities of long-term debt and short-term financing 24,741 31,229 21,639 — 77,609 Current liabilities from interest rate risk management activities — 1,996 — — 1,996 Accounts payable — 229,470 183,511 — 412,981 Intercompany accounts payable 890,995 — 39,936 (930,931 ) — Accrued expenses — 150,241 26,829 — 177,070 Total current liabilities 915,736 1,796,296 417,386 (930,931 ) 2,198,487 LONG-TERM DEBT, net of current maturities 865,202 360,526 92,456 — 1,318,184 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 8,583 — — 8,583 DEFERRED INCOME TAXES AND OTHER LIABILITIES (117 ) 210,216 11,430 — 221,529 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,247,508 2,619,346 256,835 (2,999,407 ) 1,124,282 Intercompany note receivable — (890,995 ) — 890,995 — Total stockholders’ equity 1,247,508 1,728,351 256,835 (2,108,412 ) 1,124,282 Total liabilities and stockholders’ equity $ 3,028,329 $ 4,103,972 $ 778,107 $ (3,039,343 ) $ 4,871,065 |
Condensed Consolidated Statements of Operations | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2018 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company REVENUES $ — $ 8,723,258 $ 2,878,100 $ — $ 11,601,358 COST OF SALES — 7,331,950 2,544,315 — 9,876,265 GROSS PROFIT — 1,391,308 333,785 — 1,725,093 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 3,388 971,923 297,746 — 1,273,057 DEPRECIATION AND AMORTIZATION EXPENSE — 52,881 14,189 — 67,070 ASSET IMPAIRMENTS — 43,398 485 — 43,883 INCOME (LOSS) FROM OPERATIONS (3,388 ) 323,106 21,365 — 341,083 OTHER EXPENSE: Floorplan interest expense — (52,773 ) (7,109 ) — (59,882 ) Other interest income (expense), net — (68,085 ) (7,713 ) — (75,798 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (3,388 ) 202,248 6,543 — 205,403 BENEFIT (PROVISION) FOR INCOME TAXES 786 (44,520 ) (3,897 ) — (47,631 ) EQUITY IN EARNINGS OF SUBSIDIARIES 160,374 — — (160,374 ) — NET INCOME (LOSS) $ 157,772 $ 157,728 $ 2,646 $ (160,374 ) $ 157,772 COMPREHENSIVE INCOME (LOSS) — 9,760 (24,156 ) — (14,396 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 157,772 $ 167,488 $ (21,510 ) $ (160,374 ) $ 143,376 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2017 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company REVENUES $ — $ 8,680,565 $ 2,443,156 $ — $ 11,123,721 COST OF SALES — 7,315,252 2,162,960 — 9,478,212 GROSS PROFIT — 1,365,313 280,196 — 1,645,509 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 3,381 974,413 248,401 — 1,226,195 DEPRECIATION AND AMORTIZATION EXPENSE — 48,284 9,652 — 57,936 ASSET IMPAIRMENTS — 12,762 6,744 — 19,506 INCOME (LOSS) FROM OPERATIONS (3,381 ) 329,854 15,399 — 341,872 OTHER EXPENSE: Floorplan interest expense — (47,222 ) (5,150 ) — (52,372 ) Other interest expense, net — (66,490 ) (4,007 ) — (70,497 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (3,381 ) 216,142 6,242 — 219,003 BENEFIT (PROVISION) FOR INCOME TAXES 1,268 (6,947 ) 118 — (5,561 ) EQUITY IN EARNINGS OF SUBSIDIARIES 215,556 — — (215,556 ) — NET INCOME (LOSS) $ 213,443 $ 209,195 $ 6,360 $ (215,556 ) $ 213,442 COMPREHENSIVE INCOME (LOSS) — 8,657 15,061 — 23,718 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 213,443 $ 217,852 $ 21,421 $ (215,556 ) $ 237,160 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2016 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company 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 income (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 Cash Flows | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2018 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 157,770 $ 98,934 $ 13,274 $ 269,978 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (91,891 ) (43,452 ) (135,343 ) Proceeds from disposition of franchises, property and equipment — 101,462 6,412 107,874 Purchases of property and equipment, including real estate — (97,229 ) (43,804 ) (141,033 ) Other 501 — — 501 Net cash used in (provided by) investing activities 501 (87,658 ) (80,844 ) (168,001 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 6,858,529 95,799 6,954,328 Repayments on credit facility - floorplan line and other — (6,797,143 ) (72,913 ) (6,870,056 ) Borrowings on credit facility - acquisition line 165,346 — — 165,346 Repayments on credit facility - acquisition line (158,485 ) — — (158,485 ) Borrowings on other debt — 95,799 60,224 156,023 Principal payments on other debt (24,741 ) (48,924 ) (45,124 ) (118,789 ) Borrowings on debt related to real estate — 42,657 12,055 54,712 Principal payments on debt related to real estate — (77,781 ) (13,686 ) (91,467 ) Employee stock purchase plan purchases, net of employee tax withholdings 2,717 — — 2,717 Proceeds from termination of mortgage swap — 918 — 918 Repurchases of common stock, amounts based on settlement date (183,918 ) — — (183,918 ) Dividends paid (20,872 ) — — (20,872 ) Borrowings (repayments) with subsidiaries 289,432 (300,731 ) 11,299 — Investment in subsidiaries (227,750 ) 209,917 17,833 — Net cash provided by (used in) financing activities (158,271 ) (16,759 ) 65,487 (109,543 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (3,345 ) (3,345 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (5,483 ) (5,428 ) (10,911 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 10,096 19,535 29,631 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 4,613 $ 14,107 $ 18,720 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2017 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 214,595 $ (13,759 ) $ (4,321 ) $ 196,515 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (62,474 ) (46,607 ) (109,081 ) Proceeds from disposition of franchises, property and equipment — 8,345 2,363 10,708 Purchases of property and equipment, including real estate — (185,342 ) (30,490 ) (215,832 ) Other — 1,607 — 1,607 Net cash provided by (used in) investing activities — (237,864 ) (74,734 ) (312,598 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 7,019,070 — 7,019,070 Repayments on credit facility - floorplan line and other — (6,957,866 ) — (6,957,866 ) Borrowings on credit facility - acquisition line 68,086 — — 68,086 Repayment on credit facility - acquisition line (42,278 ) — — (42,278 ) Borrowings on other debt 25,054 19 140,629 165,702 Principal payments on other debt (313 ) (718 ) (120,168 ) (121,199 ) Borrowings on debt related to real estate — 46,419 28,890 75,309 Principal payments on debt related to real estate loans — (22,931 ) (6,460 ) (29,391 ) Issuance of common stock to benefit plans, net 4,603 — — 4,603 Repurchases of common stock, amounts based on settlement date (40,094 ) — — (40,094 ) Dividends paid (20,466 ) — — (20,466 ) Borrowings (repayments) with subsidiaries 2,892 (32,719 ) 29,827 — Investment in subsidiaries (212,079 ) 202,406 9,673 — Net cash provided by (used in) financing activities (214,595 ) 253,680 82,391 121,476 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (8 ) (8 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — 2,057 3,328 5,385 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 8,039 16,207 24,246 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 10,096 $ 19,535 $ 29,631 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2016 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 147,065 $ 238,552 $ (1,520 ) $ 384,097 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 provided by (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 ) 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, net of debt issue costs (2,997 ) 42,138 — 39,141 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 provided by (used in) financing activities (147,065 ) (136,653 ) 78,711 (205,007 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 2,145 2,145 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — 1,701 5,494 7,195 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 6,338 10,713 17,051 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 8,039 $ 16,207 $ 24,246 |
Annual Financial Information (D
Annual Financial Information (Details) | Dec. 31, 2018towninternational_regionstatedealership |
Business and Organization [Line Items] | |
Number of international regions | international_region | 2 |
U.S. | |
Business and Organization [Line Items] | |
Number of states in which the entity operates | state | 15 |
Number of dealerships | 118 |
U.K. | |
Business and Organization [Line Items] | |
Number of towns in which the entity operates | town | 32 |
Number of dealerships | 47 |
Brazil | |
Business and Organization [Line Items] | |
Number of states in which the entity operates | state | 4 |
Number of dealerships | 18 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Estimates - Business Segment Information (Details) | 12 Months Ended |
Dec. 31, 2018segment | |
Accounting Policies [Abstract] | |
Number of reportable segment | 3 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Estimates - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Immediately available funds excluded from cash and cash equivalents | $ 33.7 | $ 109 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Estimates - Inventories (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Sep. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory [Line Items] | |||||
Reduction in inventory cost for interest received from manufacturers | $ 9.7 | $ 9.7 | $ 9.1 | ||
Reduction in new vehicle cost of sales for interest assistance received related to vehicles sold | $ 47.3 | $ 48.9 | $ 49.2 | ||
Number of days' supply of used vehicles | 39 days | 39 days | |||
Minimum | |||||
Inventory [Line Items] | |||||
Interest assistance received | 77.10% | ||||
Maximum | |||||
Inventory [Line Items] | |||||
Interest assistance received | 116.60% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies and Estimates - Goodwill (Details) unit in Millions | 12 Months Ended | ||
Dec. 31, 2020unit | Dec. 31, 2019unit | Dec. 31, 2018geographic_region | |
Goodwill [Line Items] | |||
Number of geographic regions | geographic_region | 3 | ||
Weight applied to the income approach for determination of the fair value of reporting units | 80.00% | ||
Weight applied to the market approach for determination of the fair value of reporting units | 20.00% | ||
Forecast | |||
Goodwill [Line Items] | |||
Estimated industry sales (in units sold) | unit | 16.7 | 16.8 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies and Estimates - Income Taxes (Details) | Dec. 31, 2018state |
U.S. | |
Income Taxes [Line Items] | |
Number of states in which the entity operates | 15 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies and Estimates - Advertising (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 75.2 | $ 74.1 | $ 75.3 |
Reduction in advertising expense for advertising assistance earned related to vehicles sold | $ 14.8 | $ 15.3 | $ 16.7 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies and Estimates - Business and Credit Risk Concentrations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | ||
Percentage of Company's new vehicle sales volume more than which no other manufacturer accounted for | 1.90% | |
Amounts due | $ 197,181 | $ 191,749 |
Due from Manufacturers | ||
Concentration Risk [Line Items] | ||
Amounts due | $ 105,140 | $ 109,599 |
Toyota | ||
Concentration Risk [Line Items] | ||
Share in company sales volume | 25.20% | |
Share in company receivable balance | 15.10% | |
Volkswagen | ||
Concentration Risk [Line Items] | ||
Share in company sales volume | 13.40% | |
Share in company receivable balance | 12.50% | |
BMW | ||
Concentration Risk [Line Items] | ||
Share in company sales volume | 12.00% | |
Share in company receivable balance | 7.40% | |
Ford | ||
Concentration Risk [Line Items] | ||
Share in company sales volume | 10.90% | |
Share in company receivable balance | 10.30% | |
Honda | ||
Concentration Risk [Line Items] | ||
Share in company sales volume | 9.70% | |
Share in company receivable balance | 4.30% | |
Nissan | ||
Concentration Risk [Line Items] | ||
Share in company sales volume | 6.50% | |
Share in company receivable balance | 5.90% | |
General Motors | ||
Concentration Risk [Line Items] | ||
Share in company sales volume | 6.10% | |
Share in company receivable balance | 14.70% | |
Daimler | ||
Concentration Risk [Line Items] | ||
Share in company sales volume | 4.80% | |
Share in company receivable balance | 12.80% | |
FCA US | ||
Concentration Risk [Line Items] | ||
Share in company sales volume | 3.90% | |
Share in company receivable balance | 4.00% | |
Hyundai | ||
Concentration Risk [Line Items] | ||
Share in company sales volume | 4.00% | |
Share in company receivable balance | 2.60% | |
Jaguar Land Rover | ||
Concentration Risk [Line Items] | ||
Share in company sales volume | 1.80% | |
Share in company receivable balance | 3.20% |
Summary of Significant Accou_11
Summary of Significant Accounting Policies and Estimates - Statements of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Percent of value of the vehicle financed by the company (up to) | 85.00% | ||
Cash paid for interest | $ 128.6 | $ 117.1 | $ 109.3 |
Cash paid for taxes, net of refunds | $ 40.8 | $ 61 | $ 56.9 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies and Estimates - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 15,932 | $ 28,787 | $ 20,992 | |
Restricted cash, included in other assets | 2,788 | 844 | 3,254 | |
Total cash, cash equivalents and restricted cash | $ 18,720 | $ 29,631 | $ 24,246 | $ 17,051 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies and Estimates - Self-Insured Medical, Property and Casualty Reserves (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Insurance Reserves [Line Items] | |
Maximum payout | $ 0 |
Exposure for insurance coverage per occurrence | 1,000,000 |
Estimated liability on worker's compensation and general liability claims | 19,300,000 |
Maximum | |
Insurance Reserves [Line Items] | |
Auto physical damage insurance coverage deductible per occurrence | 10,000,000 |
Maximum aggregate deductible | $ 30,000,000 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies and Estimates - Adoption of Topic 606, "Revenue from Contracts with Customers" (Details) $ in Thousands | Jan. 01, 2018USD ($) |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Cumulative effect adjustments to retained earnings | $ 11,397 |
ASU 2014-09 | Adjustment due to Topic 606 | Maintenance and Repair Services | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Cumulative effect adjustments to retained earnings | 4,800 |
ASU 2014-09 | Adjustment due to Topic 606 | Vehicle Financing, Sale of Service, and Other Insurance Contracts | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Cumulative effect adjustments to retained earnings | $ 6,600 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies and Estimates - Cumulative Effect of the Changes to the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts and notes receivable, net | $ 193,981 | $ 200,234 | $ 188,611 |
Inventories, net | 1,844,059 | 1,759,633 | 1,763,293 |
Prepaid expenses and other current assets | 82,734 | 50,745 | 42,062 |
Accounts payable | 419,350 | 414,737 | 412,981 |
Deferred income taxes | 131,127 | 127,897 | 119,751 |
Retained earnings | 1,394,817 | 1,257,720 | 1,246,323 |
Balances Without Adoption of Topic 606 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts and notes receivable, net | 183,316 | 188,611 | |
Inventories, net | 1,847,493 | 1,763,293 | |
Prepaid expenses and other current assets | 68,308 | 42,062 | |
Accounts payable | 417,723 | 412,981 | |
Deferred income taxes | 124,404 | ||
Retained earnings | $ 1,246,323 | ||
ASU 2014-09 | Adjustment due to Topic 606 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts and notes receivable, net | 10,665 | 11,623 | |
Inventories, net | (3,434) | (3,660) | |
Prepaid expenses and other current assets | 14,426 | 8,683 | |
Accounts payable | $ 1,627 | 1,756 | |
Deferred income taxes | 3,493 | ||
Retained earnings | $ 11,397 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies and Estimates - Impact of Applying Topic 606 on the Consolidated Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenues | $ 2,908,812 | $ 2,889,058 | $ 2,943,462 | $ 2,860,026 | $ 2,920,405 | $ 3,012,292 | $ 2,672,195 | $ 2,518,829 | $ 11,601,358 | $ 11,123,721 | $ 10,887,612 |
Cost of sales | 9,876,265 | 9,478,212 | 9,292,543 | ||||||||
Selling, general and administrative expenses | 1,273,057 | 1,226,195 | 1,170,763 | ||||||||
Provision for income taxes | 47,631 | 5,561 | 80,306 | ||||||||
Net income (loss) | $ 30,718 | $ 34,777 | $ 56,463 | $ 35,814 | $ 110,489 | $ 29,881 | $ 39,133 | $ 33,939 | 157,772 | 213,442 | 147,065 |
Balances Without Adoption of Topic 606 | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Selling, general and administrative expenses | 1,273,131 | ||||||||||
Provision for income taxes | 46,383 | ||||||||||
Net income (loss) | 153,754 | ||||||||||
ASU 2014-09 | Effect of Change Higher (Lower) | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Selling, general and administrative expenses | (74) | ||||||||||
Provision for income taxes | 1,248 | ||||||||||
Net income (loss) | 4,018 | ||||||||||
Parts and service sales | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenues | 1,416,889 | 1,338,032 | 1,261,307 | ||||||||
Cost of sales | 657,741 | 618,343 | 581,307 | ||||||||
Parts and service sales | Balances Without Adoption of Topic 606 | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenues | 1,417,584 | ||||||||||
Cost of sales | 657,886 | ||||||||||
Parts and service sales | ASU 2014-09 | Effect of Change Higher (Lower) | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenues | (695) | ||||||||||
Cost of sales | (145) | ||||||||||
Finance, insurance and other, net | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenues | 467,453 | $ 429,002 | $ 420,654 | ||||||||
Finance, insurance and other, net | Balances Without Adoption of Topic 606 | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenues | 461,711 | ||||||||||
Finance, insurance and other, net | ASU 2014-09 | Effect of Change Higher (Lower) | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenues | $ 5,742 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies and Estimates - Impact of Adoption on the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts and notes receivable, net | $ 193,981 | $ 200,234 | $ 188,611 |
Inventories, net | 1,844,059 | 1,759,633 | 1,763,293 |
Prepaid expenses and other current assets | 82,734 | 50,745 | 42,062 |
Accounts payable | 419,350 | 414,737 | 412,981 |
Deferred income taxes | 134,683 | 124,404 | |
Retained earnings and accumulated other comprehensive income (loss) | 1,257,045 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts and notes receivable, net | 183,316 | 188,611 | |
Inventories, net | 1,847,493 | 1,763,293 | |
Prepaid expenses and other current assets | 68,308 | 42,062 | |
Accounts payable | 417,723 | $ 412,981 | |
Deferred income taxes | 129,964 | ||
Retained earnings and accumulated other comprehensive income (loss) | 1,241,734 | ||
Effect of Change Higher (Lower) | ASU 2014-09 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts and notes receivable, net | 10,665 | 11,623 | |
Inventories, net | (3,434) | (3,660) | |
Prepaid expenses and other current assets | 14,426 | 8,683 | |
Accounts payable | 1,627 | $ 1,756 | |
Deferred income taxes | 4,719 | ||
Retained earnings and accumulated other comprehensive income (loss) | $ 15,311 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies and Estimates - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Millions | Jul. 01, 2018 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Tax effects reclassified from accumulated other comprehensive income | $ 0.2 | |
ASU 2016-02 | Subsequent Event | Forecast | Minimum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating liabilities | $ 200 | |
Operating ROU assets | 200 | |
ASU 2016-02 | Subsequent Event | Forecast | Maximum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating liabilities | 300 | |
Operating ROU assets | $ 300 |
Revenues - Revenues Disaggregat
Revenues - Revenues Disaggregated by Revenue Source and Geographical Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 2,908,812 | $ 2,889,058 | $ 2,943,462 | $ 2,860,026 | $ 2,920,405 | $ 3,012,292 | $ 2,672,195 | $ 2,518,829 | $ 11,601,358 | $ 11,123,721 | $ 10,887,612 |
U.S. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 8,723,257 | 8,680,565 | 8,734,672 | ||||||||
U.K. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 2,437,385 | 1,986,003 | 1,723,155 | ||||||||
Brazil | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 440,716 | 457,153 | 429,785 | ||||||||
Total new and used vehicle sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 9,717,016 | 9,356,687 | 9,205,651 | ||||||||
Total new and used vehicle sales | U.S. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 7,168,729 | 7,180,231 | 7,285,265 | ||||||||
Total new and used vehicle sales | U.K. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 2,162,637 | 1,775,725 | 1,543,488 | ||||||||
Total new and used vehicle sales | Brazil | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 385,650 | 400,731 | 376,898 | ||||||||
New vehicle retail sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 6,181,371 | 6,157,531 | 6,046,075 | ||||||||
New vehicle retail sales | U.S. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 4,682,820 | 4,768,864 | 4,766,047 | ||||||||
New vehicle retail sales | U.K. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 1,217,135 | 1,092,612 | 987,538 | ||||||||
New vehicle retail sales | Brazil | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 281,416 | 296,055 | 292,490 | ||||||||
Used vehicle retail sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 3,166,070 | 2,798,986 | 2,757,713 | ||||||||
Used vehicle retail sales | U.S. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 2,306,999 | 2,160,699 | 2,242,508 | ||||||||
Used vehicle retail sales | U.K. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 771,719 | 546,266 | 434,203 | ||||||||
Used vehicle retail sales | Brazil | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 87,352 | 92,021 | 81,002 | ||||||||
Used vehicle wholesale sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 369,575 | 400,170 | 401,863 | ||||||||
Used vehicle wholesale sales | U.S. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 178,910 | 250,668 | 276,710 | ||||||||
Used vehicle wholesale sales | U.K. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 173,783 | 136,847 | 121,747 | ||||||||
Used vehicle wholesale sales | Brazil | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 16,882 | 12,655 | 3,406 | ||||||||
Parts and service sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 1,416,889 | 1,338,032 | 1,261,307 | ||||||||
Parts and service sales | U.S. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 1,153,257 | 1,124,380 | 1,071,651 | ||||||||
Parts and service sales | U.K. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 217,594 | 165,755 | 143,362 | ||||||||
Parts and service sales | Brazil | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 46,038 | 47,897 | 46,294 | ||||||||
Vehicle parts sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 340,456 | 316,850 | 302,117 | ||||||||
Vehicle parts sales | U.S. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 296,027 | 282,744 | 268,919 | ||||||||
Vehicle parts sales | U.K. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 39,146 | 28,206 | 24,602 | ||||||||
Vehicle parts sales | Brazil | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 5,283 | 5,900 | 8,596 | ||||||||
Maintenance and repair sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 1,076,433 | 1,021,182 | 959,190 | ||||||||
Maintenance and repair sales | U.S. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 857,230 | 841,636 | 802,732 | ||||||||
Maintenance and repair sales | U.K. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 178,448 | 137,549 | 118,760 | ||||||||
Maintenance and repair sales | Brazil | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 40,755 | 41,997 | 37,698 | ||||||||
Finance, insurance and other, net | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 467,453 | 429,002 | 420,654 | ||||||||
Finance, insurance and other, net | U.S. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 401,271 | 375,954 | 377,756 | ||||||||
Finance, insurance and other, net | U.K. | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 57,154 | 44,523 | 36,305 | ||||||||
Finance, insurance and other, net | Brazil | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 9,028 | $ 8,525 | $ 6,593 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2018USD ($) | Dec. 31, 2018franchise | Dec. 31, 2018USD ($) | Dec. 31, 2018dealership | Dec. 31, 2017USD ($)franchisedealership | Dec. 31, 2016franchise | Dec. 31, 2016USD ($) | Dec. 31, 2016dealership | |
Business Acquisition [Line Items] | ||||||||
Number of franchises awarded | 1 | |||||||
Number of dealerships opened | dealership | 1 | |||||||
Aggregate consideration paid for dealerships | $ | $ 140.4 | $ 120.3 | $ 61.2 | |||||
Cash received in acquisition | $ | $ 11.2 | 3.9 | ||||||
Number of dealerships disposed | 3 | |||||||
Number of franchises disposed | 10 | |||||||
Pretax gain on disposal | $ | 24.4 | |||||||
Net pre-tax gain (loss) on dealership dispositions | $ | $ 20.2 | |||||||
U.K. | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of dealerships acquired | dealership | 5 | 12 | 12 | |||||
Number of franchises acquired | 8 | 14 | 15 | |||||
Number of franchises awarded | 1 | 1 | 2 | |||||
Number of dealerships opened | dealership | 1 | 1 | 2 | |||||
Cash received in acquisition | $ | $ 5.1 | |||||||
Number of dealerships disposed | dealership | 1 | |||||||
Number of franchises disposed | 1 | 1 | 1 | 1 | ||||
Number of franchises terminated | 1 | |||||||
Net pre-tax gain (loss) on dealership dispositions | $ | (0.3) | |||||||
U.S. | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of dealerships acquired | dealership | 4 | 3 | ||||||
Number of franchises acquired | 4 | 4 | ||||||
Number of franchises awarded | 1 | 1 | ||||||
Number of dealerships opened | dealership | 1 | 1 | ||||||
Number of dealerships disposed | dealership | 2 | |||||||
Number of franchises disposed | 3 | 5 | ||||||
Net pre-tax gain (loss) on dealership dispositions | $ | 2.7 | |||||||
Brazil | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of dealerships acquired | 1 | 1 | 1 | |||||
Number of franchises acquired | 1 | 2 | ||||||
Number of franchises awarded | 2 | |||||||
Number of dealerships opened | dealership | 2 | |||||||
Number of dealerships disposed | dealership | 2 | |||||||
Number of franchises disposed | 2 | 4 | ||||||
Net pre-tax gain (loss) on dealership dispositions | $ | $ (0.8) |
Derivative Instruments and Ri_3
Derivative Instruments and Risk Management Activities - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2018USD ($)derivative_instrument | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 02, 2018USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Notional value of swaps that became effective in the period | $ 300,000,000 | |||
Maximum notional amount of derivatives in effect at any time | 902,400,000 | |||
Accumulated unrealized gains (losses), net of income taxes | 8,900,000 | $ (700,000) | $ (9,300,000) | |
Gain (loss) related to ineffectiveness | 0 | 0 | 0 | |
Total floorplan interest expense | 59,882,000 | 52,372,000 | 44,927,000 | |
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 | 4,200,000 | |||
Level 2 | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Fair value of liabilities from interest rate risk management activities | 1,811,000 | 10,579,000 | ||
Fair value of assets from interest rate risk management activities | 13,576,000 | 9,501,000 | ||
Floorplan Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Impact of interest rate hedges on floorplan interest expense | (4,671,000) | (10,272,000) | $ (11,097,000) | |
Interest Rate Derivative Instruments | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Aggregate notional value | $ 753,100,000 | $ 623,000,000 | ||
Weighted average derivative interest rate | 2.40% | 2.50% | ||
Interest Rate Swaps with Forward Start Dates | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Aggregate notional value | $ 275,000,000 | $ 150,000,000 | ||
Weighted average derivative interest rate | 1.90% | |||
Number of additional forward interest rate swaps | derivative_instrument | 5 |
Derivative Instruments and Ri_4
Derivative Instruments and Risk Management Activities - Notional Value of the Annual Expiration of Swaps in Effect (Details) $ in Millions | Dec. 31, 2018USD ($) |
2,019 | |
Derivative [Line Items] | |
Notional amount of swaps expiring | $ 353 |
2,020 | |
Derivative [Line Items] | |
Notional amount of swaps expiring | 253 |
2,021 | |
Derivative [Line Items] | |
Notional amount of swaps expiring | 111.3 |
2,022 | |
Derivative [Line Items] | |
Notional amount of swaps expiring | 18.1 |
2,023 | |
Derivative [Line Items] | |
Notional amount of swaps expiring | 13.6 |
2,024 | |
Derivative [Line Items] | |
Notional amount of swaps expiring | $ 4.2 |
Derivative Instruments and Ri_5
Derivative Instruments and Risk Management Activities - Impact of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivatives in Cash Flow Hedging Relationship | |||
Amount of unrealized income (loss), net of tax, recognized in OCI | $ 6,546 | $ 1,034 | $ 1,728 |
Floorplan Interest Expense | |||
Location of Income (Loss) Reclassified from OCI into Statements of Operations | |||
Amount of loss reclassified from OCI into Statement of Operations | (4,671) | (10,272) | (11,097) |
Other Interest Expense | |||
Location of Income (Loss) Reclassified from OCI into Statements of Operations | |||
Amount of loss reclassified from OCI into Statement of Operations | $ (476) | $ (1,924) | $ (2,332) |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Summary of the Restricted Stock Awards (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Awards | |
Nonvested (in shares) | shares | 702,778 |
Granted (in shares) | shares | 246,721 |
Vested (in shares) | shares | (236,334) |
Forfeited (in shares) | shares | (31,365) |
Nonvested (in shares) | shares | 681,800 |
Weighted Average Grant Date Fair Value | |
Nonvested (in dollars per share) | $ / shares | $ 68.23 |
Granted (in dollars per share) | $ / shares | 74.09 |
Vested (in dollars per share) | $ / shares | 64.38 |
Forfeited (in dollars per share) | $ / shares | 69.71 |
Nonvested (in dollars per share) | $ / shares | $ 71.60 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock-based Compensation Plans (Textual) [Abstract] | |||
Cash received from purchase plan purchases | $ 7,600 | $ 7,100 | $ 7,100 |
Stock-based compensation cost | 18,714 | 18,900 | 21,073 |
Unrecognized compensation cost related to stock-based compensation arrangements | $ 34,700 | ||
Weighted average period for recognition of cost | 3 years 2 months 12 days | ||
Incentive Plan | |||
Stock-based Compensation Plans (Textual) [Abstract] | |||
Shares available for issuance (in shares) | 842,532 | ||
Restricted Stock Awards | |||
Stock-based Compensation Plans (Textual) [Abstract] | |||
Fair value of shares vested during period | $ 15,200 | $ 19,200 | $ 16,500 |
Restricted Stock Awards | Maximum | |||
Stock-based Compensation Plans (Textual) [Abstract] | |||
Vesting period upon issuance (up to) | 5 years | ||
Employee Stock Purchase Plan | |||
Stock-based Compensation Plans (Textual) [Abstract] | |||
Shares available for issuance (in shares) | 991,087 | ||
Shares authorized for issuance (in shares) | 4,500,000 | ||
Employee stock purchase price in percentage of fair market value | 85.00% | ||
Shares issued to employees (in shares) | 148,007 | 123,448 | 152,138 |
Weighted average per share fair value of employee stock purchase rights issued (in dollars per share) | $ 15.15 | $ 16.51 | $ 13.40 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Weighted average common shares outstanding (in shares) | 19,453 | 20,420 | 21,161 | ||||||||
Dilutive effect of employee stock purchases, net of assumed repurchase of treasury stock (in shares) | 8 | 5 | 9 | ||||||||
Weighted average dilutive common shares outstanding (in shares) | 19,461 | 20,425 | 21,170 | ||||||||
Basic: | |||||||||||
Net income (loss) | $ 30,718 | $ 34,777 | $ 56,463 | $ 35,814 | $ 110,489 | $ 29,881 | $ 39,133 | $ 33,939 | $ 157,772 | $ 213,442 | $ 147,065 |
Less: Earnings (loss) allocated to participating securities | 5,416 | 7,512 | 5,871 | ||||||||
Earnings (loss) available to basic common shares | $ 152,356 | $ 205,930 | $ 141,194 | ||||||||
Basic earnings (loss) per common share (in dollars per share) | $ 1.62 | $ 1.74 | $ 2.72 | $ 1.70 | $ 5.27 | $ 1.43 | $ 1.84 | $ 1.58 | $ 7.83 | $ 10.08 | $ 6.67 |
Diluted: | |||||||||||
Net income (loss) | $ 30,718 | $ 34,777 | $ 56,463 | $ 35,814 | $ 110,489 | $ 29,881 | $ 39,133 | $ 33,939 | $ 157,772 | $ 213,442 | $ 147,065 |
Less: Earnings (loss) allocated to participating securities | 5,414 | 7,511 | 5,869 | ||||||||
Earnings (loss) available to diluted common shares | $ 152,358 | $ 205,931 | $ 141,196 | ||||||||
Diluted earnings (loss) per common share (in dollars per share) | $ 1.62 | $ 1.74 | $ 2.72 | $ 1.70 | $ 5.27 | $ 1.43 | $ 1.84 | $ 1.58 | $ 7.83 | $ 10.08 | $ 6.67 |
Income Taxes - Income_(Loss) be
Income Taxes - Income/(Loss) before Income Taxes by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 192,105 | $ 206,579 | $ 222,178 |
Foreign | 13,298 | 12,424 | 5,193 |
INCOME (LOSS) BEFORE INCOME TAXES | $ 205,403 | $ 219,003 | $ 227,371 |
Income Taxes - Federal, State a
Income Taxes - Federal, State and Foreign Income Tax Provisions/(Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Federal: | |||
Current | $ 35,923 | $ 44,921 | $ 57,321 |
Deferred | 2,600 | (46,938) | 18,704 |
State: | |||
Current | 4,327 | 3,774 | 4,636 |
Deferred | 884 | 3,921 | 1,878 |
Foreign: | |||
Current | 3,907 | 2,929 | 4,187 |
Deferred | (10) | (3,046) | (6,420) |
Provision for income taxes | $ 47,631 | $ 5,561 | $ 80,306 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | Jul. 01, 2018USD ($) | Dec. 31, 2018USD ($)subsidiary | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Valuation Allowance [Line Items] | ||||
Provisional tax benefit recorded related to the Tax Act | $ 575,000 | $ 73,028,000 | $ 0 | |
Tax effects reclassified from accumulated other comprehensive income | $ 200,000 | |||
U.S federal corporate tax rate after enactment of the Tax Act | 21.00% | |||
U.S. federal statutory corporate tax rate | 21.00% | 35.00% | 35.00% | |
Provision for income taxes | $ 47,631,000 | $ 5,561,000 | $ 80,306,000 | |
Effective tax rate | 23.20% | 2.50% | ||
Number of foreign subsidiaries | subsidiary | 2 | |||
Deferred tax liabilities, net | $ 25,700,000 | |||
Unrecognized tax benefits | $ 1,598,000 | 1,151,000 | $ 0 | |
Unrecognized tax benefits that would affect the effective tax rate if recognized | 1,400,000 | 1,000,000 | ||
Interest and penalties related to uncertain tax positions | 200,000 | $ 200,000 | ||
State | ||||
Valuation Allowance [Line Items] | ||||
NOL carryforwards | 271,800,000 | |||
Foreign | ||||
Valuation Allowance [Line Items] | ||||
NOL carryforwards | 113,200,000 | |||
Accumulated Other Comprehensive Income (Loss) | ||||
Valuation Allowance [Line Items] | ||||
Tax effects reclassified from accumulated other comprehensive income | (150,000) | |||
Retained Earnings | ||||
Valuation Allowance [Line Items] | ||||
Tax effects reclassified from accumulated other comprehensive income | $ 150,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense due to the U.S. Federal Statutory Corporate Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Provision at the U.S. federal statutory rate | $ 43,135 | $ 76,651 | $ 79,580 |
Increase (decrease) resulting from: | |||
State income tax, net of benefit for federal deduction | 3,639 | 4,472 | 4,230 |
Foreign income tax rate differential | (259) | (2,443) | (2,799) |
Employment credits | (1,327) | (862) | (821) |
Changes in valuation allowances | 3,442 | 629 | 749 |
Non-deductible goodwill | 0 | 0 | 34 |
Tax Cuts and Jobs Act - Enactment date effect | (575) | (73,028) | 0 |
Stock-based compensation | (74) | (136) | 368 |
Other | (350) | 278 | (1,035) |
Provision for income taxes | $ 47,631 | $ 5,561 | $ 80,306 |
Income Taxes - Tax Effects of T
Income Taxes - Tax Effects of Temporary Differences Representing Deferred Tax Assets/Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Deferred tax assets: | |||
Loss reserves and accruals | $ 41,779 | $ 44,004 | |
Interest rate swaps | 0 | 259 | |
Goodwill and intangible franchise rights | 44 | 2,770 | |
U.S. state net operating loss (“NOL”) carryforwards | 17,894 | 17,430 | |
Depreciation expense | 433 | 0 | |
Foreign NOL carryforwards | 37,587 | 40,582 | |
Other | 84 | 379 | |
Deferred tax assets | 97,821 | 105,424 | |
Valuation allowance on deferred tax assets | (52,257) | (54,415) | |
Net deferred tax assets | 45,564 | 51,009 | |
Deferred tax liabilities: | |||
Goodwill and intangible franchise rights | (123,659) | (118,447) | |
Depreciation expense | (50,172) | (50,166) | |
Deferred gain on bond redemption | 0 | (327) | |
Interest rate swaps | (2,788) | 0 | |
Other | (72) | (1,820) | |
Deferred tax liabilities | (176,691) | (170,760) | |
Net deferred tax liability | $ (131,127) | $ (127,897) | $ (119,751) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
BALANCE | $ 1,151 |
Additions for current tax | 562 |
Additions based on tax positions in prior years | 0 |
Reductions for tax positions | 0 |
Settlements with tax authorities | 0 |
Reductions due to lapse of statutes of limitations | (115) |
BALANCE | $ 1,598 |
Accounts and Notes Receivable_3
Accounts and Notes Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Accounts and notes receivable | |||
Accounts and notes receivable | $ 197,181 | $ 191,749 | |
Less: allowance for doubtful accounts | 3,200 | 3,138 | |
Accounts and notes receivable, net | 193,981 | $ 200,234 | 188,611 |
Amounts due from manufacturers | |||
Accounts and notes receivable | |||
Accounts and notes receivable | 105,140 | 109,599 | |
Parts and service receivables | |||
Accounts and notes receivable | |||
Accounts and notes receivable | 51,922 | 39,343 | |
Finance and insurance receivables | |||
Accounts and notes receivable | |||
Accounts and notes receivable | 26,446 | 25,293 | |
Other | |||
Accounts and notes receivable | |||
Accounts and notes receivable | $ 13,673 | $ 17,514 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | |||
New vehicles | $ 1,278,863 | $ 1,194,632 | |
Used vehicles | 350,219 | 350,760 | |
Rental vehicles | 142,926 | 144,213 | |
Parts, accessories and other | 80,556 | 82,755 | |
Total inventories | 1,852,564 | 1,772,360 | |
Less: lower of cost or net realizable value allowance | 8,505 | 9,067 | |
Inventories, net | $ 1,844,059 | $ 1,759,633 | $ 1,763,293 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,695,177 | $ 1,627,347 |
Less: accumulated depreciation and amortization | 347,342 | 308,388 |
Property and equipment, net | 1,347,835 | 1,318,959 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 487,618 | 482,600 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 727,826 | 700,257 |
Buildings | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 25 years | |
Buildings | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 50 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 189,248 | 172,071 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 125,919 | 117,781 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 20 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 109,274 | 100,881 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years | |
Company vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12,333 | 11,933 |
Company vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Company vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 42,959 | $ 41,824 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Capital expenditures incurred | $ 110,100 | $ 98,300 | |
Capital expenditures accrued | 9,248 | 8,759 | $ 15,930 |
Fixed assets acquired | 31,400 | 110,400 | |
Asset impairments related to property and equipment | 5,100 | 200 | |
Depreciation and amortization expense, including amortization of capital leases | 67,100 | 57,900 | 51,200 |
Buildings under capital leases were recorded as property and equipment, before accumulated depreciation | 68,800 | $ 77,400 | |
Held-for-Sale | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 10,600 | ||
Dealership Acquisitions | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets acquired | $ 22,400 | $ 29,000 |
Credit Facilities - Outstanding
Credit Facilities - Outstanding Balances under Financing Arrangements (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||
Floorplan notes payable - credit facility | $ 1,217,765 | $ 1,133,296 |
Offset account related to floorplan notes payable - credit facility | (33,637) | (86,547) |
Other floorplan notes payable | 41,050 | 20,852 |
Total floorplan notes payable - credit facility and other | 1,258,815 | 1,154,148 |
Offset account related to floorplan notes payable - manufacturer affiliates | (100) | (22,500) |
Floorplan notes payable - manufacturer affiliates | 417,924 | 397,183 |
Total floorplan notes payable — manufacturer affiliates | 417,824 | 374,683 |
New vehicles | ||
Line of Credit Facility [Line Items] | ||
Floorplan notes payable - credit facility | 1,063,710 | 1,019,511 |
Used vehicles | ||
Line of Credit Facility [Line Items] | ||
Floorplan notes payable - credit facility | 167,578 | 176,802 |
Rental vehicles | ||
Line of Credit Facility [Line Items] | ||
Floorplan notes payable - credit facility | 20,114 | 23,530 |
FMCC Facility | ||
Line of Credit Facility [Line Items] | ||
Floorplan notes payable - manufacturer affiliates | 160,786 | 152,984 |
Floorplan notes payable - manufacturer affiliates | 160,686 | 130,484 |
Foreign and rental vehicles | ||
Line of Credit Facility [Line Items] | ||
Floorplan notes payable - manufacturer affiliates | $ 257,138 | $ 244,199 |
Credit Facilities - Revolving C
Credit Facilities - Revolving Credit Facility (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($)tranchefinancial_institution | Dec. 31, 2017USD ($) | |
Line of Credit Facility [Line Items] | ||
Offset account related to floorplan notes payable | $ 33,637,000 | $ 86,547,000 |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity under line of credit facility | $ 1,800,000,000 | |
Number of financial institutions | financial_institution | 24 | |
Number of manufacturer-affiliated finance companies | financial_institution | 6 | |
Number of tranches | tranche | 2 | |
Maximum potential commitment | $ 2,100,000,000 | |
Unamortized costs | 3,000,000 | |
Maximum restricted payments | 208,500,000 | |
Restricted payment basket amount | 72,400,000 | |
Floorplan Line | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity under line of credit facility | $ 1,750,000,000 | |
Commitment fee rate | 0.15% | |
Maximum period for outstanding borrowing | 1 year | |
Outstanding borrowing balance | $ 1,200,000,000 | |
Available borrowing capacity | 247,600,000 | |
Offset account related to floorplan notes payable | $ 33,637,000 | |
Weighted average interest rate | 3.70% | 2.70% |
Acquisition Line | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity under line of credit facility | $ 360,000,000 | |
Line of credit facility minimum borrowing capacity | $ 50,000,000 | |
Basis spread on interest rate | 1.50% | |
Restricted payment maximum | $ 50,000,000 | |
Outstanding borrowing balance | 31,800,000 | $ 27,000,000 |
Available borrowing capacity | $ 277,600,000 | |
Debt interest rate | 2.47% | 2.25% |
Letters of credit outstanding | $ 25,300,000 | |
Acquisition Line | Minimum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee rate | 0.20% | |
Acquisition Line | Maximum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee rate | 0.45% | |
Acquisition Line | U.S. Dollars | Minimum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on interest rate | 0.00% | |
Acquisition Line | U.S. Dollars | Maximum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on interest rate | 1.00% | |
Acquisition Line | Euros or Pound Sterling | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity under line of credit facility | $ 125,000,000 | |
Acquisition Line | Euros or Pound Sterling | Minimum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on interest rate | 1.25% | |
Acquisition Line | Euros or Pound Sterling | Maximum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on interest rate | 2.50% | |
New Vehicles | ||
Line of Credit Facility [Line Items] | ||
Basis spread on interest rate | 1.25% | |
Used Vehicles | ||
Line of Credit Facility [Line Items] | ||
Basis spread on interest rate | 1.50% |
Credit Facilities - Ford Motor
Credit Facilities - Ford Motor Credit Company Facility (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | ||
Floorplan notes payable — manufacturer affiliates | $ 417,924,000 | $ 397,183,000 |
FMCC offset | 100,000 | $ 22,500,000 |
FMCC Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity under line of credit facility | $ 300,000,000 | |
Cancellation of agreement | 30 days | |
Floorplan notes payable — manufacturer affiliates | $ 160,700,000 | |
Available borrowing capacity | $ 139,300,000 | |
Basis spread on interest rate | 1.50% | |
Debt interest rate | 7.00% | 6.00% |
Credit Facilities - Other Credi
Credit Facilities - Other Credit Facilities (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
UK Credit Facilities | |
Line of Credit Facility [Line Items] | |
Outstanding borrowing balance | $ 159.2 |
Rental Vehicle Credit Facility | |
Line of Credit Facility [Line Items] | |
Outstanding borrowing balance | $ 116.1 |
Minimum | UK Credit Facilities | |
Line of Credit Facility [Line Items] | |
Grace period | 0 days |
Debt interest rate | 2.17% |
Minimum | Brazilian Credit Facility | |
Line of Credit Facility [Line Items] | |
Grace period | 0 days |
Debt interest rate | 10.81% |
Maximum | UK Credit Facilities | |
Line of Credit Facility [Line Items] | |
Grace period | 30 days |
Debt interest rate | 3.42% |
Maximum | Brazilian Credit Facility | |
Line of Credit Facility [Line Items] | |
Outstanding borrowing balance | $ 22.9 |
Grace period | 90 days |
Debt interest rate | 16.63% |
Maximum | Rental Vehicle Credit Facility | |
Line of Credit Facility [Line Items] | |
Debt interest rate | 6.75% |
Maturity date period | 2 years |
Long-Term Debt - Composition of
Long-Term Debt - Composition of Long-term Debt (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 08, 2015 | Sep. 04, 2014 | Jun. 02, 2014 |
Debt Instrument [Line Items] | |||||
Capital lease obligations related to real estate, maturing in varying amounts through December 2037 with a weighted average interest rate of 8.4% and 10.4%, respectively | $ 48,612,000 | $ 51,665,000 | |||
Capital lease obligations related to real estate, maturing in varying amounts through [Month YYYY] with a weighted average interest rate of XX% | 1,366,167,000 | 1,357,712,000 | |||
Less current maturities of long-term debt | 84,678,000 | 39,528,000 | |||
Long-term debt and capital lease obligations | 1,281,489,000 | 1,318,184,000 | |||
Acquisition Line | |||||
Debt Instrument [Line Items] | |||||
Other long-term debt | $ 31,842,000 | 26,988,000 | |||
5.00% Senior Note | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 5.00% | 5.00% | |||
Aggregate principal amount | $ 550,000,000 | 550,000,000 | $ 200,000,000 | $ 350,000,000 | |
Long-term debt | $ 543,730,000 | 542,063,000 | |||
5.25% Senior Note | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 5.25% | 5.25% | |||
Aggregate principal amount | $ 300,000,000 | 300,000,000 | $ 300,000,000 | ||
Long-term debt | 296,735,000 | 296,151,000 | |||
Real Estate Related and Other Long-Term Debt | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 420,100,000 | ||||
Other long-term debt | $ 445,248,000 | $ 440,845,000 | |||
Capital Lease Obligations Related to Real Estate | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate | 8.40% | 10.40% |
Long-Term Debt - Short-Term Fin
Long-Term Debt - Short-Term Financing (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2018USD ($)loan | Dec. 31, 2017USD ($) | |
Third-Party Financial Institution Loan | ||
Debt Instrument [Line Items] | ||
Current maturities of long-term debt | $ 24.7 | |
Brazil Short-Term Financing Arrangement | ||
Debt Instrument [Line Items] | ||
Short-term borrowings | $ 0.7 | |
Additional borrowings | 2.4 | |
Principal payments | 1.3 | |
U.K. Third-Party Loans | ||
Debt Instrument [Line Items] | ||
Short-term borrowings | 7.6 | $ 13.3 |
Additional borrowings | 37.9 | |
Principal payments | $ 43.3 | |
Number of loans | loan | 2 |
Long-Term Debt - 5.00% Senior N
Long-Term Debt - 5.00% Senior Notes (Details) - 5.00% Senior Note - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 09, 2014 | Sep. 04, 2014 | Jun. 02, 2014 |
Debt Instrument [Line Items] | |||||
Interest rate | 5.00% | 5.00% | |||
Aggregate principal amount | $ 550,000,000 | $ 550,000,000 | $ 200,000,000 | $ 350,000,000 | |
Additional borrowings discount from face value | 1.50% | ||||
Unamortized underwriters' fees, discount and debt issuance costs | $ 6,300,000 |
Long-Term Debt - 5.25% Senior N
Long-Term Debt - 5.25% Senior Notes (Details) - 5.25% Senior Note - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 08, 2015 |
Debt Instrument [Line Items] | |||
Interest rate | 5.25% | 5.25% | |
Face amount | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 |
Unamortized underwriters' fees, discount and debt issuance costs | $ 3,300,000 |
Long-Term Debt - Acquisition Li
Long-Term Debt - Acquisition Line (Details) | Dec. 31, 2018USD ($) |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity under line of credit facility | $ 1,800,000,000 |
Acquisition Line | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity under line of credit facility | 360,000,000 |
Line of credit facility minimum borrowing capacity | $ 50,000,000 |
Long-Term Debt - Real Estate Re
Long-Term Debt - Real Estate Related and Other Long-Term Debt (Details) R$ in Millions | 12 Months Ended | |||
Dec. 31, 2018USD ($)loan | Dec. 31, 2018BRL (R$) | Dec. 31, 2017USD ($) | Dec. 31, 2017BRL (R$) | |
Debt Instrument [Line Items] | ||||
Number of manufacturer-affiliated finance partners | 3 | 3 | ||
Unamortized debt issuance cost | $ 3,100,000 | |||
U.K. Working Capital Loans | ||||
Debt Instrument [Line Items] | ||||
Borrowings outstanding | 18,500,000 | |||
Current maturities of long-term debt | $ 2,000,000 | |||
Other Real Estate Related Long Term Debt | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 3.25% | 3.25% | ||
Other Real Estate Related Long Term Debt | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.69% | 4.69% | ||
Real Estate Related and Other Long-Term Debt | ||||
Debt Instrument [Line Items] | ||||
Number of loans | loan | 60 | |||
Aggregate principal amount | $ 420,100,000 | |||
Borrowings outstanding | 343,800,000 | $ 350,000,000 | ||
Current maturities of long-term debt | 67,900,000 | 26,400,000 | ||
Principal payments | 42,700,000 | |||
Principal payments | 48,900,000 | |||
Unamortized debt issuance cost | $ 600,000 | |||
Real Estate Related and Other Long-Term Debt | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on interest rate | 1.50% | |||
Real Estate Related and Other Long-Term Debt | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on interest rate | 2.50% | |||
U.K. Notes | ||||
Debt Instrument [Line Items] | ||||
Number of loans | loan | 18 | |||
Borrowings outstanding | $ 73,800,000 | 79,200,000 | ||
Current maturities of long-term debt | 7,600,000 | 7,400,000 | ||
Principal payments | 12,500,000 | |||
Additional borrowings | 12,100,000 | |||
Brazil Note | ||||
Debt Instrument [Line Items] | ||||
Borrowings outstanding | 2,500,000 | 3,300,000 | ||
Current maturities of long-term debt | 300,000 | $ 400,000 | ||
Principal payments | 500,000 | |||
Additional borrowings | 0 | |||
Brazilian Third-Party Financial Institution | ||||
Debt Instrument [Line Items] | ||||
Borrowings outstanding | R$ | R$ 5.7 | R$ 6.6 | ||
Additional borrowings | $ 0 |
Long-Term Debt - Fair Value of
Long-Term Debt - Fair Value of Long-Term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 08, 2015 | Jun. 02, 2014 |
Debt Instrument [Line Items] | ||||
Carrying value of fixed interest rate borrowings | $ 79.5 | $ 86.8 | ||
5.00% Senior Note | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.00% | 5.00% | ||
Fair value of outstanding borrowings | $ 521.6 | 567.9 | ||
5.25% Senior Note | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.25% | 5.25% | ||
Fair value of outstanding borrowings | $ 286.5 | 310.9 | ||
Fixed Interest Rate Debt | ||||
Debt Instrument [Line Items] | ||||
Fair value of outstanding borrowings | $ 76.2 | $ 92.9 |
Long-Term Debt - All Long-Term
Long-Term Debt - All Long-Term Debt (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 08, 2015 | Jun. 02, 2014 | |
Debt Instrument [Line Items] | |||||
Impact of interest rate derivative instruments related to Mortgage Facility | $ 0.5 | $ 1.9 | $ 2.3 | ||
Interest expense related to capital leases and notes, net of interest income | 9.5 | 8.2 | 6.6 | ||
Capitalized interest costs | 1.3 | 1.6 | 0.7 | ||
Unamortized debt issuance cost | $ 3.1 | ||||
5.00% Senior Note | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 5.00% | 5.00% | |||
5.25% Senior Note | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 5.25% | 5.25% | |||
Convertible and Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Interest expense, excluding amortization of discounts and capitalized costs | $ 43.3 | 43.3 | 43.3 | ||
Amortization of discounts and capitalized cost | 2.2 | 2.2 | 2.1 | ||
Real Estate Credit Facility Real Estate Related Debt and Acquisition Line | |||||
Debt Instrument [Line Items] | |||||
Interest expense, excluding amortization of discounts and capitalized costs | $ 20.3 | $ 15 | $ 13.7 |
Long-Term Debt - Aggregate Annu
Long-Term Debt - Aggregate Annual Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 84,865 |
2,020 | 56,408 |
2,021 | 93,233 |
2,022 | 593,389 |
2,023 | 371,834 |
Thereafter | 169,549 |
Total Debt | $ 1,369,278 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Level 2 - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Interest rate derivative financial instruments | $ 13,576 | $ 9,501 |
Total | 16,377 | 10,358 |
Liabilities: | ||
Interest rate derivative financial instruments | 1,811 | 10,579 |
Total | 1,811 | 10,579 |
Investments | ||
Assets: | ||
Investments | 2,788 | 844 |
Demand obligations | ||
Assets: | ||
Investments | $ 13 | $ 13 |
Commitments and Contingencies -
Commitments and Contingencies - (Details) $ in Millions | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee rental payment obligations during remaining terms of leases under guarantee agreement | $ 42.1 |
Asset Impairments (Details)
Asset Impairments (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Aggregate pre-tax non-cash asset impairment charges | $ 19.3 | $ 38.7 | $ 30 | |
Pre-tax impairment charges on long-term assets | $ 5.1 | $ 0.2 | ||
Pre-tax non-cash asset impairment charges | $ 2.8 |
Intangible Franchise Rights a_3
Intangible Franchise Rights and Goodwill - Roll-Forward of Intangible Franchise Rights by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible Franchise Rights [Roll Forward] | ||
BALANCE | $ 285,632 | $ 284,876 |
Additions through acquisitions | 19,963 | 18,168 |
Disposals | (4,872) | |
Impairments | (38,740) | (19,332) |
Currency translation | (2,353) | 1,920 |
BALANCE | 259,630 | 285,632 |
U.S. | ||
Intangible Franchise Rights [Roll Forward] | ||
BALANCE | 255,981 | 260,534 |
Additions through acquisitions | 11,540 | 8,035 |
Disposals | (4,872) | |
Impairments | (38,255) | (12,588) |
Currency translation | 0 | 0 |
BALANCE | 224,394 | 255,981 |
U.K. | ||
Intangible Franchise Rights [Roll Forward] | ||
BALANCE | 29,483 | 17,337 |
Additions through acquisitions | 8,423 | 10,133 |
Disposals | 0 | |
Impairments | (485) | 0 |
Currency translation | (2,329) | 2,013 |
BALANCE | 35,092 | 29,483 |
Brazil | ||
Intangible Franchise Rights [Roll Forward] | ||
BALANCE | 168 | 7,005 |
Additions through acquisitions | 0 | 0 |
Disposals | 0 | |
Impairments | 0 | (6,744) |
Currency translation | (24) | (93) |
BALANCE | $ 144 | $ 168 |
Intangible Franchise Rights a_4
Intangible Franchise Rights and Goodwill - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($)dealership | Dec. 31, 2017USD ($)franchisedealership | Dec. 31, 2016franchise | Dec. 31, 2016dealership | |
Countries and States [Line Items] | ||||
Impairments | $ | $ 38,740 | $ 19,332 | ||
Number of dealerships disposed | franchise | 3 | |||
U.S. | ||||
Countries and States [Line Items] | ||||
Number of dealerships acquired | 4 | 3 | ||
Impairments | $ | $ 38,255 | $ 12,588 | ||
Number of dealerships disposed | 2 | |||
U.K. | ||||
Countries and States [Line Items] | ||||
Number of dealerships acquired | 5 | 12 | 12 | |
Impairments | $ | $ 485 | $ 0 | ||
Number of dealerships disposed | 1 | |||
Brazil | ||||
Countries and States [Line Items] | ||||
Number of dealerships acquired | 1 | 1 | 1 | |
Impairments | $ | $ 0 | $ 6,744 | ||
Number of dealerships disposed | 2 |
Intangible Franchise Rights a_5
Intangible Franchise Rights and Goodwill - Roll-Forward of Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | |||
BALANCE | $ 913,034 | $ 876,763 | |
Additions through acquisitions | 72,462 | 32,002 | |
Purchase price allocation adjustments | 19 | ||
Disposals | (13,361) | (933) | |
Currency translation | (8,229) | 5,202 | |
BALANCE | 963,925 | 913,034 | |
Accumulated impairment | 97,800 | 97,800 | $ 97,800 |
U.S. | |||
Goodwill [Roll Forward] | |||
BALANCE | 835,267 | 805,935 | |
Additions through acquisitions | 39,703 | 29,332 | |
Purchase price allocation adjustments | 19 | ||
Disposals | (13,361) | 0 | |
Currency translation | 0 | 0 | |
BALANCE | 861,628 | 835,267 | |
U.K. | |||
Goodwill [Roll Forward] | |||
BALANCE | 65,034 | 57,054 | |
Additions through acquisitions | 28,475 | 2,575 | |
Purchase price allocation adjustments | 0 | ||
Disposals | 0 | 0 | |
Currency translation | (5,922) | 5,405 | |
BALANCE | 87,587 | 65,034 | |
Brazil | |||
Goodwill [Roll Forward] | |||
BALANCE | 12,733 | 13,774 | |
Additions through acquisitions | 4,284 | 95 | |
Purchase price allocation adjustments | 0 | ||
Disposals | 0 | (933) | |
Currency translation | (2,307) | (203) | |
BALANCE | $ 14,710 | $ 12,733 |
Employee Savings Plans (Details
Employee Savings Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Savings Plans (Textual) [Abstract] | ||
Deferred compensation liability | $ 61.9 | $ 56.6 |
Deferred compensation liability, current | 0.8 | 0.8 |
Matching contributions paid | $ 6.2 | $ 5.1 |
Operating Leases - Narrative (D
Operating Leases - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Operating Leased Assets [Line Items] | |||
Total rent expense under all operating leases | $ 48.2 | $ 51.8 | $ 53.8 |
U.S. | |||
Operating Leased Assets [Line Items] | |||
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 | ||
U.K. | |||
Operating Leased Assets [Line Items] | |||
Total term of lease facility | 20 years | ||
Brazil | |||
Operating Leased Assets [Line Items] | |||
Total term of lease facility | 5 years |
Operating Leases - Future Minim
Operating Leases - Future Minimum Lease Payments for Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2,019 | $ 38,298 |
2,020 | 34,705 |
2,021 | 30,903 |
2,022 | 26,713 |
2,023 | 24,262 |
Thereafter | 141,662 |
Total | 296,543 |
Future, non-cancelable sublease payments to be received | $ 2,900 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Jul. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
AOCI Rollforward | ||||
BALANCE | $ 1,124,282 | $ 930,200 | $ 918,252 | |
Other comprehensive income (loss), net of tax | (14,396) | 23,718 | (8,960) | |
Tax effects reclassified from accumulated other comprehensive income | $ 200 | |||
BALANCE | 1,095,694 | 1,124,282 | 930,200 | |
Accumulated income (loss) on foreign currency translation | ||||
AOCI Rollforward | ||||
BALANCE | (122,552) | (137,613) | (118,532) | |
Other comprehensive income (loss), net of tax | (24,156) | 15,061 | (19,081) | |
Tax effects reclassified from accumulated other comprehensive income | 0 | |||
BALANCE | (146,708) | (122,552) | (137,613) | |
Accumulated income (loss) on interest rate swaps | ||||
AOCI Rollforward | ||||
BALANCE | (674) | (9,331) | (19,452) | |
Other comprehensive income (loss), net of tax | 9,760 | 8,657 | 10,121 | |
Tax effects reclassified from accumulated other comprehensive income | (150) | |||
BALANCE | 8,936 | (674) | (9,331) | |
Accumulated Other Comprehensive Income (Loss) | ||||
AOCI Rollforward | ||||
BALANCE | (123,226) | (146,944) | (137,984) | |
Other comprehensive income (loss), net of tax | (14,396) | 23,718 | (8,960) | |
Tax effects reclassified from accumulated other comprehensive income | (150) | |||
BALANCE | $ (137,772) | $ (123,226) | $ (146,944) |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2018segment | |
Segment Reporting [Abstract] | |
Number of reportable segment | 3 |
Segment Information - Reportabl
Segment Information - Reportable Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 2,908,812 | $ 2,889,058 | $ 2,943,462 | $ 2,860,026 | $ 2,920,405 | $ 3,012,292 | $ 2,672,195 | $ 2,518,829 | $ 11,601,358 | $ 11,123,721 | $ 10,887,612 |
Gross profit | 432,066 | 435,101 | 438,163 | 419,763 | 425,675 | 431,420 | 404,892 | 383,522 | 1,725,093 | 1,645,509 | 1,595,069 |
Selling, general and administrative expenses | 1,273,057 | 1,226,195 | 1,170,763 | ||||||||
Depreciation and amortization | 67,070 | 57,936 | 51,234 | ||||||||
Asset impairments | 16,500 | 23,200 | 4,300 | 10,000 | 9,500 | 43,883 | 19,506 | 32,838 | |||
Floorplan interest expense | (59,882) | (52,372) | (44,927) | ||||||||
Other interest expense, net | (75,798) | (70,497) | (67,936) | ||||||||
Income (loss) before income taxes | 205,403 | 219,003 | 227,371 | ||||||||
Benefit (provision) for income taxes | (47,631) | (5,561) | (80,306) | ||||||||
Net income (loss) | 30,718 | $ 34,777 | 56,463 | $ 35,814 | 110,489 | 29,881 | $ 39,133 | $ 33,939 | 157,772 | 213,442 | 147,065 |
Capital expenditures | 110,144 | 98,301 | 100,606 | ||||||||
Goodwill and intangible franchise rights | 1,223,555 | 1,198,666 | 1,223,555 | 1,198,666 | |||||||
Total assets | 5,001,075 | 4,871,065 | 5,001,075 | 4,871,065 | |||||||
Chargeback reserves for finance and insurance revenues related to catastrophic events | $ 14,700 | ||||||||||
Net pre-tax gain (loss) on dealership dispositions | $ 20,200 | ||||||||||
Tax benefit associated with the Tax Act | (575) | (73,028) | 0 | ||||||||
Foreign deferred income tax benefit | 10 | 3,046 | 6,420 | ||||||||
Pre-Tax | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net pre-tax gain (loss) on dealership dispositions | 25,200 | ||||||||||
U.S. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 8,723,257 | 8,680,565 | 8,734,672 | ||||||||
Gross profit | 1,391,306 | 1,365,314 | 1,355,349 | ||||||||
Selling, general and administrative expenses | 982,064 | 983,974 | 965,139 | ||||||||
Depreciation and amortization | 52,881 | 48,285 | 43,472 | ||||||||
Asset impairments | 43,398 | 12,762 | 21,794 | ||||||||
Floorplan interest expense | (52,773) | (47,221) | (40,444) | ||||||||
Other interest expense, net | (68,085) | (66,493) | (62,320) | ||||||||
Income (loss) before income taxes | 192,105 | 206,579 | 222,180 | ||||||||
Benefit (provision) for income taxes | (43,734) | (5,679) | (82,541) | ||||||||
Net income (loss) | 148,371 | 200,900 | 139,639 | ||||||||
Capital expenditures | 90,530 | 77,477 | 86,692 | ||||||||
Goodwill and intangible franchise rights | 1,086,022 | 1,091,248 | 1,086,022 | 1,091,248 | |||||||
Total assets | 4,113,049 | 4,087,039 | 4,113,049 | 4,087,039 | |||||||
Net pre-tax gain (loss) on dealership dispositions | 2,700 | ||||||||||
Tax benefit associated with the Tax Act | 73,000 | ||||||||||
U.S. | Pre-Tax | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Chargeback reserves for finance and insurance revenues related to catastrophic events | 6,600 | ||||||||||
Net pre-tax gain (loss) on dealership dispositions | 2,700 | ||||||||||
Pre-tax gain on settlement | 1,300 | 1,800 | 11,700 | ||||||||
Loss due to catastrophic events | 6,400 | 8,800 | 5,900 | ||||||||
Severance costs | 1,800 | ||||||||||
U.S. | After-Tax | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net pre-tax gain (loss) on dealership dispositions | 1,700 | ||||||||||
U.K. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 2,437,385 | 1,986,003 | 1,723,155 | ||||||||
Gross profit | 279,902 | 225,253 | 192,982 | ||||||||
Selling, general and administrative expenses | 240,403 | 191,570 | 158,636 | ||||||||
Depreciation and amortization | 12,586 | 8,198 | 6,594 | ||||||||
Asset impairments | 485 | 0 | 201 | ||||||||
Floorplan interest expense | (6,322) | (4,727) | (4,222) | ||||||||
Other interest expense, net | (6,797) | (3,664) | (5,197) | ||||||||
Income (loss) before income taxes | 13,309 | 17,094 | 18,132 | ||||||||
Benefit (provision) for income taxes | (2,549) | (2,142) | (3,697) | ||||||||
Net income (loss) | 10,760 | 14,952 | 14,435 | ||||||||
Capital expenditures | 16,947 | 19,944 | 12,602 | ||||||||
Goodwill and intangible franchise rights | 122,679 | 94,517 | 122,679 | 94,517 | |||||||
Total assets | 756,350 | 654,154 | 756,350 | 654,154 | |||||||
Net pre-tax gain (loss) on dealership dispositions | (300) | ||||||||||
Brazil | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 440,716 | 457,153 | 429,785 | ||||||||
Gross profit | 53,885 | 54,942 | 46,738 | ||||||||
Selling, general and administrative expenses | 50,590 | 50,651 | 46,988 | ||||||||
Depreciation and amortization | 1,603 | 1,453 | 1,168 | ||||||||
Asset impairments | 0 | 6,744 | 10,843 | ||||||||
Floorplan interest expense | (787) | (424) | (261) | ||||||||
Other interest expense, net | (916) | (340) | (419) | ||||||||
Income (loss) before income taxes | (11) | (4,670) | (12,941) | ||||||||
Benefit (provision) for income taxes | (1,348) | 2,260 | 5,932 | ||||||||
Net income (loss) | (1,359) | (2,410) | (7,009) | ||||||||
Capital expenditures | 2,667 | 880 | 1,312 | ||||||||
Goodwill and intangible franchise rights | 14,854 | 12,901 | 14,854 | 12,901 | |||||||
Total assets | $ 131,676 | $ 129,872 | 131,676 | 129,872 | |||||||
Net pre-tax gain (loss) on dealership dispositions | (800) | ||||||||||
Brazil | Pre-Tax | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net pre-tax gain (loss) on dealership dispositions | 800 | ||||||||||
Pre-tax gain on settlement | 3,700 | ||||||||||
New vehicle retail sales | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 6,181,371 | 6,157,531 | 6,046,075 | ||||||||
New vehicle retail sales | U.S. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 4,682,820 | 4,768,864 | 4,766,047 | ||||||||
New vehicle retail sales | U.K. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,217,135 | 1,092,612 | 987,538 | ||||||||
New vehicle retail sales | Brazil | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 281,416 | 296,055 | 292,490 | ||||||||
Used vehicle retail sales | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 3,166,070 | 2,798,986 | 2,757,713 | ||||||||
Used vehicle retail sales | U.S. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 2,306,999 | 2,160,699 | 2,242,508 | ||||||||
Used vehicle retail sales | U.K. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 771,719 | 546,266 | 434,203 | ||||||||
Used vehicle retail sales | Brazil | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 87,352 | 92,021 | 81,002 | ||||||||
Used vehicle wholesale sales | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 369,575 | 400,170 | 401,863 | ||||||||
Used vehicle wholesale sales | U.S. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 178,910 | 250,668 | 276,710 | ||||||||
Used vehicle wholesale sales | U.K. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 173,783 | 136,847 | 121,747 | ||||||||
Used vehicle wholesale sales | Brazil | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 16,882 | 12,655 | 3,406 | ||||||||
Parts and service sales | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,416,889 | 1,338,032 | 1,261,307 | ||||||||
Parts and service sales | U.S. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,153,257 | 1,124,380 | 1,071,651 | ||||||||
Parts and service sales | U.K. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 217,594 | 165,755 | 143,362 | ||||||||
Parts and service sales | Brazil | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 46,038 | 47,897 | 46,294 | ||||||||
Finance, insurance and other, net | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 467,453 | 429,002 | 420,654 | ||||||||
Finance, insurance and other, net | U.S. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 401,271 | 375,954 | 377,756 | ||||||||
Finance, insurance and other, net | U.K. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 57,154 | 44,523 | 36,305 | ||||||||
Finance, insurance and other, net | Brazil | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 9,028 | $ 8,525 | $ 6,593 |
Segment Information - Goodwill
Segment Information - Goodwill and Intangible Franchise Rights and Total Assets by Reportable Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Goodwill and intangible franchise rights | $ 1,223,555 | $ 1,198,666 |
Total assets | 5,001,075 | 4,871,065 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Goodwill and intangible franchise rights | 1,086,022 | 1,091,248 |
Total assets | 4,113,049 | 4,087,039 |
U.K. | ||
Segment Reporting Information [Line Items] | ||
Goodwill and intangible franchise rights | 122,679 | 94,517 |
Total assets | 756,350 | 654,154 |
Brazil | ||
Segment Reporting Information [Line Items] | ||
Goodwill and intangible franchise rights | 14,854 | 12,901 |
Total assets | $ 131,676 | $ 129,872 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) - Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 2,908,812 | $ 2,889,058 | $ 2,943,462 | $ 2,860,026 | $ 2,920,405 | $ 3,012,292 | $ 2,672,195 | $ 2,518,829 | $ 11,601,358 | $ 11,123,721 | $ 10,887,612 |
Gross profit | 432,066 | 435,101 | 438,163 | 419,763 | 425,675 | 431,420 | 404,892 | 383,522 | 1,725,093 | 1,645,509 | 1,595,069 |
Net income (loss) | $ 30,718 | $ 34,777 | $ 56,463 | $ 35,814 | $ 110,489 | $ 29,881 | $ 39,133 | $ 33,939 | $ 157,772 | $ 213,442 | $ 147,065 |
Basic earnings (loss) per share (in dollars per share) | $ 1.62 | $ 1.74 | $ 2.72 | $ 1.70 | $ 5.27 | $ 1.43 | $ 1.84 | $ 1.58 | $ 7.83 | $ 10.08 | $ 6.67 |
Diluted earnings (loss) per share (in dollars per share) | $ 1.62 | $ 1.74 | $ 2.72 | $ 1.70 | $ 5.27 | $ 1.43 | $ 1.84 | $ 1.58 | $ 7.83 | $ 10.08 | $ 6.67 |
Selected Quarterly Financial _4
Selected Quarterly Financial Data (Unaudited) - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||
Asset impairment charges | $ 16,500 | $ 23,200 | $ 4,300 | $ 10,000 | $ 9,500 | $ 43,883 | $ 19,506 | $ 32,838 |
Net pre-tax gain (loss) on dealership dispositions | $ 20,200 | |||||||
Chargeback reserves for finance and insurance revenues related to catastrophic events | $ 14,700 | |||||||
Provisional tax benefit related to re-measurement of deferred tax assets and liabilities as a result of the U.S. tax reform bill | $ 73,000 |
Condensed Consolidated Financ_3
Condensed Consolidated Financial Information - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | |||||
Cash and cash equivalents | $ 15,932 | $ 28,787 | $ 20,992 | ||
Contracts-in-transit and vehicle receivables, net | 265,660 | 306,433 | |||
Accounts and notes receivable, net | 193,981 | $ 200,234 | 188,611 | ||
Intercompany accounts receivable | 0 | 0 | |||
Inventories, net | 1,844,059 | 1,759,633 | 1,763,293 | ||
Prepaid expenses and other current assets | 82,734 | 50,745 | 42,062 | ||
Total current assets | 2,402,366 | 2,329,186 | |||
PROPERTY AND EQUIPMENT, net | 1,347,835 | 1,318,959 | |||
GOODWILL | 963,925 | 913,034 | 876,763 | ||
INTANGIBLE FRANCHISE RIGHTS | 259,630 | 285,632 | |||
INVESTMENT IN SUBSIDIARIES | 0 | 0 | |||
OTHER ASSETS | 27,319 | 24,254 | |||
Total assets | 5,001,075 | 4,871,065 | |||
CURRENT LIABILITIES: | |||||
Floorplan notes payable — credit facility and other | 1,292,452 | 1,240,695 | |||
Offset account related to floorplan notes payable - credit facility | (33,637) | (86,547) | |||
Floorplan notes payable — manufacturer affiliates | 417,924 | 397,183 | |||
Offset account related to floorplan notes payable - manufacturer affiliates | (100) | (22,500) | |||
Current maturities of long-term debt and short-term financing | 92,967 | 77,609 | |||
Current liabilities from interest rate risk management activities | 115 | 1,996 | |||
Accounts payable | 419,350 | $ 414,737 | 412,981 | ||
Intercompany accounts payable | 0 | 0 | |||
Accrued expenses | 197,494 | 177,070 | |||
Total current liabilities | 2,386,565 | 2,198,487 | |||
LONG-TERM DEBT, net of current maturities | 1,281,489 | 1,318,184 | |||
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 1,696 | 8,583 | |||
DEFERRED INCOME TAXES AND OTHER LIABILITIES | 235,631 | 221,529 | |||
STOCKHOLDERS’ EQUITY: | |||||
Group 1 stockholders’ equity | 1,095,694 | 1,124,282 | $ 930,200 | $ 918,252 | |
Intercompany note receivable | 0 | 0 | |||
Total stockholders’ equity | 1,095,694 | 1,124,282 | |||
Total liabilities and stockholders’ equity | 5,001,075 | 4,871,065 | |||
Elimination | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 0 | 0 | |||
Contracts-in-transit and vehicle receivables, net | 0 | 0 | |||
Accounts and notes receivable, net | 0 | 0 | |||
Intercompany accounts receivable | (53,478) | (39,936) | |||
Inventories, net | 0 | 0 | |||
Prepaid expenses and other current assets | 0 | 0 | |||
Total current assets | (53,478) | (39,936) | |||
PROPERTY AND EQUIPMENT, net | 0 | 0 | |||
GOODWILL | 0 | 0 | |||
INTANGIBLE FRANCHISE RIGHTS | 0 | 0 | |||
INVESTMENT IN SUBSIDIARIES | (3,100,931) | (2,999,407) | |||
OTHER ASSETS | 0 | 0 | |||
Total assets | (3,154,409) | (3,039,343) | |||
CURRENT LIABILITIES: | |||||
Floorplan notes payable — credit facility and other | 0 | 0 | |||
Offset account related to floorplan notes payable - credit facility | 0 | 0 | |||
Floorplan notes payable — manufacturer affiliates | 0 | 0 | |||
Offset account related to floorplan notes payable - manufacturer affiliates | 0 | 0 | |||
Current maturities of long-term debt and short-term financing | 0 | 0 | |||
Current liabilities from interest rate risk management activities | 0 | 0 | |||
Accounts payable | 0 | 0 | |||
Intercompany accounts payable | (1,218,427) | (930,931) | |||
Accrued expenses | 0 | 0 | |||
Total current liabilities | (1,218,427) | (930,931) | |||
LONG-TERM DEBT, net of current maturities | 0 | 0 | |||
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 0 | 0 | |||
DEFERRED INCOME TAXES AND OTHER LIABILITIES | 0 | 0 | |||
STOCKHOLDERS’ EQUITY: | |||||
Group 1 stockholders’ equity | (3,100,931) | (2,999,407) | |||
Intercompany note receivable | 1,164,949 | 890,995 | |||
Total stockholders’ equity | (1,935,982) | (2,108,412) | |||
Total liabilities and stockholders’ equity | (3,154,409) | (3,039,343) | |||
Group 1 Automotive, Inc. | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 0 | 0 | |||
Contracts-in-transit and vehicle receivables, net | 0 | 0 | |||
Accounts and notes receivable, net | 0 | 0 | |||
Intercompany accounts receivable | 31,842 | 26,988 | |||
Inventories, net | 0 | 0 | |||
Prepaid expenses and other current assets | 992 | 1,934 | |||
Total current assets | 32,834 | 28,922 | |||
PROPERTY AND EQUIPMENT, net | 0 | 0 | |||
GOODWILL | 0 | 0 | |||
INTANGIBLE FRANCHISE RIGHTS | 0 | 0 | |||
INVESTMENT IN SUBSIDIARIES | 3,100,931 | 2,999,407 | |||
OTHER ASSETS | 0 | 0 | |||
Total assets | 3,133,765 | 3,028,329 | |||
CURRENT LIABILITIES: | |||||
Floorplan notes payable — credit facility and other | 0 | 0 | |||
Offset account related to floorplan notes payable - credit facility | 0 | 0 | |||
Floorplan notes payable — manufacturer affiliates | 0 | 0 | |||
Offset account related to floorplan notes payable - manufacturer affiliates | 0 | 0 | |||
Current maturities of long-term debt and short-term financing | 0 | 24,741 | |||
Current liabilities from interest rate risk management activities | 0 | 0 | |||
Accounts payable | 0 | 0 | |||
Intercompany accounts payable | 1,164,949 | 890,995 | |||
Accrued expenses | 0 | 0 | |||
Total current liabilities | 1,164,949 | 915,736 | |||
LONG-TERM DEBT, net of current maturities | 872,307 | 865,202 | |||
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 0 | 0 | |||
DEFERRED INCOME TAXES AND OTHER LIABILITIES | 815 | (117) | |||
STOCKHOLDERS’ EQUITY: | |||||
Group 1 stockholders’ equity | 1,095,694 | 1,247,508 | |||
Intercompany note receivable | 0 | 0 | |||
Total stockholders’ equity | 1,095,694 | 1,247,508 | |||
Total liabilities and stockholders’ equity | 3,133,765 | 3,028,329 | |||
Guarantor Subsidiaries | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 4,613 | 10,096 | |||
Contracts-in-transit and vehicle receivables, net | 232,095 | 266,788 | |||
Accounts and notes receivable, net | 153,871 | 144,872 | |||
Intercompany accounts receivable | 21,636 | 12,948 | |||
Inventories, net | 1,468,422 | 1,434,852 | |||
Prepaid expenses and other current assets | 32,118 | 8,378 | |||
Total current assets | 1,912,755 | 1,877,934 | |||
PROPERTY AND EQUIPMENT, net | 1,124,559 | 1,121,108 | |||
GOODWILL | 861,628 | 835,268 | |||
INTANGIBLE FRANCHISE RIGHTS | 224,394 | 255,980 | |||
INVESTMENT IN SUBSIDIARIES | 0 | 0 | |||
OTHER ASSETS | 16,165 | 13,682 | |||
Total assets | 4,139,501 | 4,103,972 | |||
CURRENT LIABILITIES: | |||||
Floorplan notes payable — credit facility and other | 1,251,402 | 1,219,844 | |||
Offset account related to floorplan notes payable - credit facility | (33,637) | (86,547) | |||
Floorplan notes payable — manufacturer affiliates | 276,862 | 272,563 | |||
Offset account related to floorplan notes payable - manufacturer affiliates | (100) | (22,500) | |||
Current maturities of long-term debt and short-term financing | 73,834 | 31,229 | |||
Current liabilities from interest rate risk management activities | 115 | 1,996 | |||
Accounts payable | 200,912 | 229,470 | |||
Intercompany accounts payable | 0 | 0 | |||
Accrued expenses | 164,883 | 150,241 | |||
Total current liabilities | 1,934,271 | 1,796,296 | |||
LONG-TERM DEBT, net of current maturities | 294,388 | 360,526 | |||
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 1,696 | 8,583 | |||
DEFERRED INCOME TAXES AND OTHER LIABILITIES | 223,022 | 210,216 | |||
STOCKHOLDERS’ EQUITY: | |||||
Group 1 stockholders’ equity | 2,851,073 | 2,619,346 | |||
Intercompany note receivable | (1,164,949) | (890,995) | |||
Total stockholders’ equity | 1,686,124 | 1,728,351 | |||
Total liabilities and stockholders’ equity | 4,139,501 | 4,103,972 | |||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 11,319 | 18,691 | |||
Contracts-in-transit and vehicle receivables, net | 33,565 | 39,645 | |||
Accounts and notes receivable, net | 40,110 | 43,739 | |||
Intercompany accounts receivable | 0 | 0 | |||
Inventories, net | 375,637 | 328,441 | |||
Prepaid expenses and other current assets | 49,624 | 31,750 | |||
Total current assets | 510,255 | 462,266 | |||
PROPERTY AND EQUIPMENT, net | 223,276 | 197,851 | |||
GOODWILL | 102,297 | 77,766 | |||
INTANGIBLE FRANCHISE RIGHTS | 35,236 | 29,652 | |||
INVESTMENT IN SUBSIDIARIES | 0 | 0 | |||
OTHER ASSETS | 11,154 | 10,572 | |||
Total assets | 882,218 | 778,107 | |||
CURRENT LIABILITIES: | |||||
Floorplan notes payable — credit facility and other | 41,050 | 20,851 | |||
Offset account related to floorplan notes payable - credit facility | 0 | 0 | |||
Floorplan notes payable — manufacturer affiliates | 141,062 | 124,620 | |||
Offset account related to floorplan notes payable - manufacturer affiliates | 0 | 0 | |||
Current maturities of long-term debt and short-term financing | 19,133 | 21,639 | |||
Current liabilities from interest rate risk management activities | 0 | 0 | |||
Accounts payable | 218,438 | 183,511 | |||
Intercompany accounts payable | 53,478 | 39,936 | |||
Accrued expenses | 32,611 | 26,829 | |||
Total current liabilities | 505,772 | 417,386 | |||
LONG-TERM DEBT, net of current maturities | 114,794 | 92,456 | |||
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | 0 | 0 | |||
DEFERRED INCOME TAXES AND OTHER LIABILITIES | 11,794 | 11,430 | |||
STOCKHOLDERS’ EQUITY: | |||||
Group 1 stockholders’ equity | 249,858 | 256,835 | |||
Intercompany note receivable | 0 | 0 | |||
Total stockholders’ equity | 249,858 | 256,835 | |||
Total liabilities and stockholders’ equity | $ 882,218 | $ 778,107 |
Condensed Consolidated Financ_4
Condensed Consolidated Financial Information - Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
REVENUES | $ 2,908,812 | $ 2,889,058 | $ 2,943,462 | $ 2,860,026 | $ 2,920,405 | $ 3,012,292 | $ 2,672,195 | $ 2,518,829 | $ 11,601,358 | $ 11,123,721 | $ 10,887,612 |
COST OF SALES | 9,876,265 | 9,478,212 | 9,292,543 | ||||||||
GROSS PROFIT | 432,066 | 435,101 | 438,163 | 419,763 | 425,675 | 431,420 | 404,892 | 383,522 | 1,725,093 | 1,645,509 | 1,595,069 |
Selling, general and administrative expenses | 1,273,057 | 1,226,195 | 1,170,763 | ||||||||
Depreciation and amortization | 67,070 | 57,936 | 51,234 | ||||||||
Asset impairments | 16,500 | 23,200 | 4,300 | 10,000 | 9,500 | 43,883 | 19,506 | 32,838 | |||
INCOME (LOSS) FROM OPERATIONS | 341,083 | 341,872 | 340,234 | ||||||||
Floorplan interest expense | (59,882) | (52,372) | (44,927) | ||||||||
Other interest expense, net | (75,798) | (70,497) | (67,936) | ||||||||
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES | 205,403 | 219,003 | 227,371 | ||||||||
Benefit (provision) for income taxes | (47,631) | (5,561) | (80,306) | ||||||||
EQUITY IN EARNINGS OF SUBSIDIARIES | 0 | 0 | 0 | ||||||||
NET INCOME (LOSS) | $ 30,718 | $ 34,777 | $ 56,463 | $ 35,814 | $ 110,489 | $ 29,881 | $ 39,133 | $ 33,939 | 157,772 | 213,442 | 147,065 |
COMPREHENSIVE INCOME (LOSS) | (14,396) | 23,718 | (8,960) | ||||||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | 143,376 | 237,160 | 138,105 | ||||||||
Elimination | |||||||||||
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 | ||||||||
Other interest expense, net | 0 | 0 | 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 | (160,374) | (215,556) | (148,767) | ||||||||
NET INCOME (LOSS) | (160,374) | (215,556) | (148,767) | ||||||||
COMPREHENSIVE INCOME (LOSS) | 0 | 0 | |||||||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | (160,374) | (215,556) | (148,767) | ||||||||
Group 1 Automotive, Inc. | Reportable Legal Entities | |||||||||||
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 | 3,388 | 3,381 | 2,722 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Asset impairments | 0 | 0 | 0 | ||||||||
INCOME (LOSS) FROM OPERATIONS | (3,388) | (3,381) | (2,722) | ||||||||
Floorplan interest expense | 0 | 0 | 0 | ||||||||
Other interest expense, net | 0 | 0 | 0 | ||||||||
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES | (3,388) | (3,381) | (2,722) | ||||||||
Benefit (provision) for income taxes | 786 | 1,268 | 1,020 | ||||||||
EQUITY IN EARNINGS OF SUBSIDIARIES | 160,374 | 215,556 | 148,767 | ||||||||
NET INCOME (LOSS) | 157,772 | 213,443 | 147,065 | ||||||||
COMPREHENSIVE INCOME (LOSS) | 0 | 0 | |||||||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | 157,772 | 213,443 | 147,065 | ||||||||
Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
REVENUES | 8,723,258 | 8,680,565 | 8,734,673 | ||||||||
COST OF SALES | 7,331,950 | 7,315,252 | 7,379,323 | ||||||||
GROSS PROFIT | 1,391,308 | 1,365,313 | 1,355,350 | ||||||||
Selling, general and administrative expenses | 971,923 | 974,413 | 954,495 | ||||||||
Depreciation and amortization | 52,881 | 48,284 | 43,472 | ||||||||
Asset impairments | 43,398 | 12,762 | 21,794 | ||||||||
INCOME (LOSS) FROM OPERATIONS | 323,106 | 329,854 | 335,589 | ||||||||
Floorplan interest expense | (52,773) | (47,222) | (40,444) | ||||||||
Other interest expense, net | (68,085) | (66,490) | (64,870) | ||||||||
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES | 202,248 | 216,142 | 230,275 | ||||||||
Benefit (provision) for income taxes | (44,520) | (6,947) | (83,560) | ||||||||
EQUITY IN EARNINGS OF SUBSIDIARIES | 0 | 0 | 0 | ||||||||
NET INCOME (LOSS) | 157,728 | 209,195 | 146,715 | ||||||||
COMPREHENSIVE INCOME (LOSS) | 9,760 | 8,657 | 10,121 | ||||||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | 167,488 | 217,852 | 156,836 | ||||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
REVENUES | 2,878,100 | 2,443,156 | 2,152,939 | ||||||||
COST OF SALES | 2,544,315 | 2,162,960 | 1,913,220 | ||||||||
GROSS PROFIT | 333,785 | 280,196 | 239,719 | ||||||||
Selling, general and administrative expenses | 297,746 | 248,401 | 213,546 | ||||||||
Depreciation and amortization | 14,189 | 9,652 | 7,762 | ||||||||
Asset impairments | 485 | 6,744 | 11,044 | ||||||||
INCOME (LOSS) FROM OPERATIONS | 21,365 | 15,399 | 7,367 | ||||||||
Floorplan interest expense | (7,109) | (5,150) | (4,483) | ||||||||
Other interest expense, net | (7,713) | (4,007) | (3,066) | ||||||||
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES | 6,543 | 6,242 | (182) | ||||||||
Benefit (provision) for income taxes | (3,897) | 118 | 2,234 | ||||||||
EQUITY IN EARNINGS OF SUBSIDIARIES | 0 | 0 | 0 | ||||||||
NET INCOME (LOSS) | 2,646 | 6,360 | 2,052 | ||||||||
COMPREHENSIVE INCOME (LOSS) | (24,156) | 15,061 | (19,081) | ||||||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | $ (21,510) | $ 21,421 | $ (17,029) |
Condensed Consolidated Financ_5
Condensed Consolidated Financial Information - Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by (used in) operating activities | $ 269,978 | $ 196,515 | $ 384,097 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Cash paid in acquisitions, net of cash received | (135,343) | (109,081) | (57,327) |
Proceeds from disposition of franchises, property and equipment | 107,874 | 10,708 | 36,843 |
Purchases of property and equipment, including real estate | (141,033) | (215,832) | (156,521) |
Other | 501 | 1,607 | 2,965 |
Net cash provided by (used in) investing activities | (168,001) | (312,598) | (174,040) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Borrowings on credit facility - floorplan line and other | 6,954,328 | 7,019,070 | 6,597,406 |
Repayments on credit facility - floorplan line and other | (6,870,056) | (6,957,866) | (6,676,161) |
Borrowings on credit facility - acquisition line | 165,346 | 68,086 | 220,020 |
Repayments on credit facility - acquisition line | (158,485) | (42,278) | (220,020) |
Borrowings on other debt | 156,023 | 165,702 | 49,972 |
Principal payments on other debt | (118,789) | (121,199) | (45,928) |
Borrowings on debt related to real estate | 54,712 | 75,309 | 39,141 |
Principal payments on debt related to real estate | (91,467) | (29,391) | (25,463) |
Employee stock purchase plan purchases, net of employee tax withholdings | 2,717 | 4,603 | 3,868 |
Repurchases of common stock, amounts based on settlement date | (183,918) | (40,094) | (127,606) |
Proceeds from termination of mortgage swap | 918 | 0 | 0 |
Tax effect from stock-based compensation | 0 | 0 | (249) |
Dividends paid | (20,872) | (20,466) | (19,987) |
Borrowings (repayments) with subsidiaries | 0 | 0 | 0 |
Investment in subsidiaries | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | (109,543) | 121,476 | (205,007) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (3,345) | (8) | 2,145 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (10,911) | 5,385 | 7,195 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 29,631 | 24,246 | 17,051 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 18,720 | 29,631 | 24,246 |
Group 1 Automotive, Inc. | Reportable Legal Entities | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by (used in) operating activities | 157,770 | 214,595 | 147,065 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
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 |
Other | 501 | 0 | 0 |
Net cash provided by (used in) investing activities | 501 | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Borrowings on credit facility - floorplan line and other | 0 | 0 | 0 |
Repayments on credit facility - floorplan line and other | 0 | 0 | 0 |
Borrowings on credit facility - acquisition line | 165,346 | 68,086 | 220,020 |
Repayments on credit facility - acquisition line | (158,485) | (42,278) | (220,020) |
Borrowings on other debt | 0 | 25,054 | 0 |
Principal payments on other debt | (24,741) | (313) | 0 |
Borrowings on debt related to real estate | 0 | 0 | (2,997) |
Principal payments on debt related to real estate | 0 | 0 | 0 |
Employee stock purchase plan purchases, net of employee tax withholdings | 2,717 | 4,603 | 3,868 |
Repurchases of common stock, amounts based on settlement date | (183,918) | (40,094) | (127,606) |
Proceeds from termination of mortgage swap | 0 | ||
Tax effect from stock-based compensation | (249) | ||
Dividends paid | (20,872) | (20,466) | (19,987) |
Borrowings (repayments) with subsidiaries | 289,432 | 2,892 | 399,151 |
Investment in subsidiaries | (227,750) | (212,079) | (399,245) |
Net cash provided by (used in) financing activities | (158,271) | (214,595) | (147,065) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 0 | 0 | 0 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 0 | 0 | 0 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 0 | 0 | 0 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 0 | 0 | 0 |
Guarantor Subsidiaries | Reportable Legal Entities | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by (used in) operating activities | 98,934 | (13,759) | 238,552 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Cash paid in acquisitions, net of cash received | (91,891) | (62,474) | 0 |
Proceeds from disposition of franchises, property and equipment | 101,462 | 8,345 | 35,317 |
Purchases of property and equipment, including real estate | (97,229) | (185,342) | (138,263) |
Other | 0 | 1,607 | 2,748 |
Net cash provided by (used in) investing activities | (87,658) | (237,864) | (100,198) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Borrowings on credit facility - floorplan line and other | 6,858,529 | 7,019,070 | 6,597,406 |
Repayments on credit facility - floorplan line and other | (6,797,143) | (6,957,866) | (6,676,161) |
Borrowings on credit facility - acquisition line | 0 | 0 | 0 |
Repayments on credit facility - acquisition line | 0 | 0 | 0 |
Borrowings on other debt | 95,799 | 19 | 0 |
Principal payments on other debt | (48,924) | (718) | (923) |
Borrowings on debt related to real estate | 42,657 | 46,419 | 42,138 |
Principal payments on debt related to real estate | (77,781) | (22,931) | (20,309) |
Employee stock purchase plan purchases, net of employee tax withholdings | 0 | 0 | 0 |
Repurchases of common stock, amounts based on settlement date | 0 | 0 | 0 |
Proceeds from termination of mortgage swap | 918 | ||
Tax effect from stock-based compensation | 0 | ||
Dividends paid | 0 | 0 | 0 |
Borrowings (repayments) with subsidiaries | (300,731) | (32,719) | (406,888) |
Investment in subsidiaries | 209,917 | 202,406 | 328,084 |
Net cash provided by (used in) financing activities | (16,759) | 253,680 | (136,653) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 0 | 0 | 0 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (5,483) | 2,057 | 1,701 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 10,096 | 8,039 | 6,338 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 4,613 | 10,096 | 8,039 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by (used in) operating activities | 13,274 | (4,321) | (1,520) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Cash paid in acquisitions, net of cash received | (43,452) | (46,607) | (57,327) |
Proceeds from disposition of franchises, property and equipment | 6,412 | 2,363 | 1,526 |
Purchases of property and equipment, including real estate | (43,804) | (30,490) | (18,258) |
Other | 0 | 0 | 217 |
Net cash provided by (used in) investing activities | (80,844) | (74,734) | (73,842) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Borrowings on credit facility - floorplan line and other | 95,799 | 0 | 0 |
Repayments on credit facility - floorplan line and other | (72,913) | 0 | 0 |
Borrowings on credit facility - acquisition line | 0 | 0 | 0 |
Repayments on credit facility - acquisition line | 0 | 0 | 0 |
Borrowings on other debt | 60,224 | 140,629 | 49,972 |
Principal payments on other debt | (45,124) | (120,168) | (45,005) |
Borrowings on debt related to real estate | 12,055 | 28,890 | 0 |
Principal payments on debt related to real estate | (13,686) | (6,460) | (5,154) |
Employee stock purchase plan purchases, net of employee tax withholdings | 0 | 0 | 0 |
Repurchases of common stock, amounts based on settlement date | 0 | 0 | 0 |
Proceeds from termination of mortgage swap | 0 | ||
Tax effect from stock-based compensation | 0 | ||
Dividends paid | 0 | 0 | 0 |
Borrowings (repayments) with subsidiaries | 11,299 | 29,827 | 7,737 |
Investment in subsidiaries | 17,833 | 9,673 | 71,161 |
Net cash provided by (used in) financing activities | 65,487 | 82,391 | 78,711 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (3,345) | (8) | 2,145 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (5,428) | 3,328 | 5,494 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 19,535 | 16,207 | 10,713 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ 14,107 | $ 19,535 | $ 16,207 |
Uncategorized Items - gpi-20181
Label | Element | Value |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 11,397,000 |