Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 1-13461 | |
Entity Registrant Name | Group 1 Automotive, Inc | |
Entity Central Index Key | 0001031203 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 76-0506313 | |
Entity Address, Address Line One | 800 Gessner, | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Houston, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77024 | |
City Area Code | 713 | |
Local Phone Number | 647-5700 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | GPI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 18,571,275 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 37,740 | $ 15,932 |
Contracts-in-transit and vehicle receivables, net | 252,529 | 265,660 |
Accounts and notes receivable, net of allowance of $3.1 million and $3.2 million, respectively | 188,489 | 193,981 |
Inventories, net | 1,793,671 | 1,844,059 |
Prepaid expenses and other current assets | 89,705 | 82,734 |
TOTAL CURRENT ASSETS | 2,362,134 | 2,402,366 |
Property and equipment, net of accumulated depreciation of $369.1 million and $347.3 million, respectively | 1,422,986 | 1,347,835 |
Operating lease assets | 202,719 | |
Goodwill | 963,502 | 963,925 |
Intangible franchise rights | 259,540 | 259,630 |
Other assets | 14,880 | 27,319 |
TOTAL ASSETS | 5,225,761 | 5,001,075 |
CURRENT LIABILITIES | ||
Floorplan notes payable — credit facility and other, net of offset account of $69.3 million and $33.6 million, respectively | 1,129,877 | 1,258,815 |
Floorplan notes payable — manufacturer affiliates, net of offset account of $0.2 million and $0.1 million, respectively | 426,486 | 417,824 |
Current maturities of long-term debt | 71,548 | 92,967 |
Current operating lease liabilities | 23,504 | |
Accounts payable | 485,908 | 419,350 |
Accrued expenses and other current liabilities | 198,017 | 197,609 |
TOTAL CURRENT LIABILITIES | 2,335,340 | 2,386,565 |
Long-term debt, net of current maturities | 1,295,720 | 1,281,489 |
Operating lease liabilities, net of current portion | 193,421 | |
Deferred income taxes | 134,649 | 134,683 |
Other liabilities | 102,566 | 102,644 |
Commitments and Contingencies (Note 10) | 0 | 0 |
STOCKHOLDERS’ EQUITY | ||
Common stock, $0.01 par value, 50,000 shares authorized; 25,510 and 25,494 issued, respectively | 255 | 255 |
Additional paid-in capital | 288,197 | 292,774 |
Retained earnings | 1,466,963 | 1,394,817 |
Accumulated other comprehensive income (loss) | (152,530) | (137,772) |
Treasury stock, at cost; 6,927 and 7,172 shares, respectively | (438,820) | (454,380) |
TOTAL STOCKHOLDERS’ EQUITY | 1,164,065 | 1,095,694 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 5,225,761 | $ 5,001,075 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
ASSETS | ||
Allowance for accounts and notes receivable | $ 3.1 | $ 3.2 |
Accumulated depreciation | 369.1 | 347.3 |
Offset account related to floorplan notes payable - credit facility | (69.3) | (33.6) |
Offset account related to floorplan notes payable - manufacturer affiliates | $ (0.2) | $ (0.1) |
Common stock, $0.01 par value, 50,000 shares authorized; 25,510 and 25,494 issued, respectively | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 50,000,000,000 | 50,000,000,000 |
Shares issued (in shares) | 25,510,281,000 | 25,494,408,000 |
Treasury stock (in shares) | 6,926,995,000 | 7,171,661,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUES | $ 3,005,689 | $ 2,943,462 | $ 5,814,065 | $ 5,803,488 |
COST OF SALES | 2,551,436 | 2,505,299 | 4,928,309 | 4,945,562 |
GROSS PROFIT | 454,253 | 438,163 | 885,756 | 857,926 |
Selling, general and administrative expenses | 338,715 | 308,092 | 666,423 | 632,439 |
Depreciation and amortization expense | 17,864 | 16,638 | 34,861 | 32,980 |
Asset impairments | 537 | 4,268 | 537 | 4,268 |
INCOME (LOSS) FROM OPERATIONS | 97,137 | 109,165 | 183,935 | 188,239 |
OTHER INCOME (EXPENSE) | ||||
Floorplan interest expense | (15,943) | (14,563) | (31,646) | (28,650) |
Other interest expense, net | (17,961) | (19,414) | (36,880) | (38,234) |
INCOME (LOSS) BEFORE INCOME TAXES | 63,233 | 75,188 | 115,409 | 121,355 |
Benefit (provision) for income taxes | (14,008) | (18,725) | (27,536) | (29,078) |
NET INCOME (LOSS) | $ 49,225 | $ 56,463 | $ 87,873 | $ 92,277 |
BASIC EARNINGS (LOSS) PER SHARE | $ 2.65 | $ 2.72 | $ 4.74 | $ 4.42 |
Weighted average common shares outstanding (in shares) | 17,908 | 20,036 | 17,853 | 20,167 |
DILUTED EARNINGS (LOSS) PER SHARE | $ 2.64 | $ 2.72 | $ 4.73 | $ 4.42 |
Weighted average common shares outstanding (in shares) | 17,930 | 20,046 | 17,878 | 20,176 |
New vehicle retail sales | ||||
REVENUES | $ 1,565,375 | $ 1,555,570 | $ 2,979,860 | $ 3,069,160 |
COST OF SALES | 1,495,671 | 1,478,988 | 2,838,765 | 2,917,151 |
Used vehicle retail sales | ||||
REVENUES | 838,896 | 821,853 | 1,658,099 | 1,602,423 |
COST OF SALES | 785,604 | 770,639 | 1,556,998 | 1,507,714 |
Used vehicle wholesale sales | ||||
REVENUES | 95,996 | 92,854 | 188,134 | 196,883 |
COST OF SALES | 96,089 | 92,613 | 187,776 | 194,987 |
Parts and service sales | ||||
REVENUES | 378,167 | 358,129 | 747,341 | 707,644 |
COST OF SALES | 174,072 | 163,059 | 344,770 | 325,710 |
Finance, insurance and other, net | ||||
REVENUES | $ 127,255 | $ 115,056 | $ 240,631 | $ 227,378 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
NET INCOME (LOSS) | $ 49,225 | $ 56,463 | $ 87,873 | $ 92,277 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (4,020) | (24,186) | (413) | (16,315) |
Unrealized gain (loss) arising during the period, net of tax benefit (provision) of $2,937, ($1,078), $4,253, and ($3,570), respectively | (9,454) | 3,414 | (13,691) | 11,305 |
Reclassification adjustment for (gain) loss included in interest expense, net of tax benefit (provision) of ($95), $336, ($203), and $813, respectively | (307) | 1,062 | (654) | 2,576 |
Unrealized gain (loss) on interest rate risk management activities, net of tax | (9,761) | 3,778 | (14,345) | 13,183 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES | (13,781) | (20,408) | (14,758) | (3,132) |
COMPREHENSIVE INCOME (LOSS) | 35,444 | 36,055 | 73,115 | 89,145 |
SG&A | ||||
Other comprehensive income (loss): | ||||
Reclassification adjustment for (gain) loss included in interest expense, net of tax benefit (provision) of ($95), $336, ($203), and $813, respectively | $ 0 | $ (698) | $ 0 | $ (698) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Tax (benefit) provision of unrealized gain (loss) on interest rate swap | $ (2,937) | $ (4,253) | ||
Tax (benefit) provision of unrealized gain (loss) on interest rate swap | $ 1,078 | $ 3,570 | ||
SG&A | ||||
Tax benefit (provision) of reclassification adjustment | 0 | 0 | ||
Tax benefit (provision) of reclassification adjustment | 220 | 220 | ||
Interest Expense | ||||
Tax benefit (provision) of reclassification adjustment | $ 95 | $ 203 | ||
Tax benefit (provision) of reclassification adjustment | $ (336) | $ (813) |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
BALANCE (in shares) at Dec. 31, 2017 | 25,515 | |||||
BALANCE at Dec. 31, 2017 | $ 1,124,282 | $ 255 | $ 291,461 | $ 1,246,323 | $ (123,226) | $ (290,531) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 92,277 | |||||
Other comprehensive income (loss), net of taxes | (3,132) | (3,132) | ||||
Purchases of treasury stock | (51,276) | (51,276) | ||||
Net issuance of treasury shares to employee stock compensation plans (in shares) | (3) | |||||
Net issuance of treasury shares to employee stock compensation plans | 12 | (12,833) | 12,845 | |||
Stock-based compensation | 9,864 | 9,864 | ||||
Dividends paid, net of estimated forfeitures relative to participating securities | (10,812) | (10,812) | ||||
BALANCE (in shares) at Jun. 30, 2018 | 25,512 | |||||
BALANCE at Jun. 30, 2018 | 1,172,612 | $ 255 | 288,492 | 1,339,185 | (126,358) | (328,962) |
BALANCE (in shares) at Mar. 31, 2018 | 25,527 | |||||
BALANCE at Mar. 31, 2018 | 1,178,079 | $ 255 | 286,244 | 1,288,052 | (105,950) | (290,522) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 56,463 | |||||
Other comprehensive income (loss), net of taxes | (20,408) | (20,408) | ||||
Purchases of treasury stock | (42,077) | (42,077) | ||||
Net issuance of treasury shares to employee stock compensation plans (in shares) | (15) | |||||
Net issuance of treasury shares to employee stock compensation plans | 1,650 | (1,987) | 3,637 | |||
Stock-based compensation | 4,235 | 4,235 | ||||
Dividends paid, net of estimated forfeitures relative to participating securities | (5,330) | (5,330) | ||||
BALANCE (in shares) at Jun. 30, 2018 | 25,512 | |||||
BALANCE at Jun. 30, 2018 | 1,172,612 | $ 255 | 288,492 | 1,339,185 | (126,358) | (328,962) |
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) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 87,873 | |||||
Other comprehensive income (loss), net of taxes | (14,758) | (14,758) | ||||
Net issuance of treasury shares to employee stock compensation plans (in shares) | 16 | |||||
Net issuance of treasury shares to employee stock compensation plans | 1,006 | (14,554) | 15,560 | |||
Stock-based compensation | 9,977 | 9,977 | ||||
Dividends paid, net of estimated forfeitures relative to participating securities | (9,666) | (9,666) | ||||
BALANCE (in shares) at Jun. 30, 2019 | 25,510 | |||||
BALANCE at Jun. 30, 2019 | 1,164,065 | $ 255 | 288,197 | 1,466,963 | (152,530) | (438,820) |
BALANCE (in shares) at Mar. 31, 2019 | 25,522 | |||||
BALANCE at Mar. 31, 2019 | 1,127,713 | $ 255 | 287,115 | 1,422,576 | (138,749) | (443,484) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 49,225 | |||||
Other comprehensive income (loss), net of taxes | (13,781) | (13,781) | ||||
Net issuance of treasury shares to employee stock compensation plans (in shares) | (12) | |||||
Net issuance of treasury shares to employee stock compensation plans | 1,836 | (2,828) | 4,664 | |||
Stock-based compensation | 3,910 | 3,910 | ||||
Dividends paid, net of estimated forfeitures relative to participating securities | (4,838) | (4,838) | ||||
BALANCE (in shares) at Jun. 30, 2019 | 25,510 | |||||
BALANCE at Jun. 30, 2019 | $ 1,164,065 | $ 255 | $ 288,197 | $ 1,466,963 | $ (152,530) | $ (438,820) |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends paid (in dollars per share) | $ 0.26 | $ 0.26 | $ 0.52 | $ 0.52 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 87,873 | $ 92,277 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | ||
Depreciation and amortization | 34,861 | 32,980 |
Change in operating lease assets | 14,404 | 0 |
Deferred income taxes | 5,138 | 5,591 |
Asset impairments | 537 | 4,268 |
Stock-based compensation | 10,003 | 9,891 |
Amortization of debt discount and issue costs | 2,063 | 1,526 |
(Gain) loss on disposition of assets | (5,985) | (20,686) |
Other | 503 | 65 |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | ||
Accounts payable and accrued expenses | 77,347 | 26,121 |
Accounts and notes receivable | 4,600 | 21,185 |
Inventories | 31,688 | 47,272 |
Contracts-in-transit and vehicle receivables | 12,428 | 56,725 |
Prepaid expenses and other assets | (16,500) | (9,842) |
Floorplan notes payable - manufacturer affiliates | 8,839 | (3,535) |
Deferred revenues | (302) | (732) |
Operating lease liabilities | (14,549) | 0 |
Net cash provided by (used in) operating activities | 252,948 | 263,106 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for acquisitions, net of cash received | 0 | (74,865) |
Proceeds from disposition of franchises, property and equipment | 37,938 | 75,923 |
Purchases of property and equipment, including real estate | (109,238) | (88,230) |
Other | (305) | (655) |
Net cash provided by (used in) investing activities | (71,605) | (87,827) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings on credit facility - floorplan line and other | 3,306,530 | 3,323,798 |
Repayments on credit facility - floorplan line and other | (3,425,359) | (3,461,494) |
Borrowings on credit facility - acquisition line | 124,159 | 98,596 |
Repayments on credit facility - acquisition line | (117,934) | (84,884) |
Debt issue costs | (3,056) | |
Borrowings on other debt | 76,868 | 111,142 |
Principal payments on other debt | (90,187) | (75,784) |
Borrowings on debt related to real estate, net of debt issue costs | 33,184 | 54,711 |
Principal payments on debt related to real estate | (53,287) | (63,368) |
Employee stock purchase plan purchases, net of employee tax withholdings | 1,005 | 11 |
Proceeds from termination of mortgage swap | 0 | 918 |
Repurchases of common stock, amounts based on settlement date | 0 | (51,276) |
Dividends paid | (9,691) | (10,836) |
Net cash provided by (used in) financing activities | (157,768) | (158,466) |
Effect of exchange rate changes on cash | (755) | (2,812) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 22,820 | 14,001 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 18,720 | 29,631 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | $ 41,540 | $ 43,632 |
Interim Financial Information
Interim Financial Information | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
INTERIM FINANCIAL INFORMATION | INTERIM FINANCIAL INFORMATION Business Group 1 Automotive, Inc., a Delaware corporation, (“Group 1” and together with its subsidiaries, the “Company”) 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 three states in Brazil. The Company, through its three regions, sells new and used cars and light trucks, arranges related vehicle financing, sells service and insurance contracts, provides automotive maintenance and repair services, and sells vehicle parts. As of June 30, 2019 , the Company’s U.S. retail network consisted of 116 dealerships within the following states: Alabama, California, Florida, Georgia, Kansas, Louisiana, Maryland, Massachusetts, Mississippi, New Hampshire, New Jersey, New Mexico, Oklahoma, South Carolina, and Texas. The President of U.S. Operations reports directly to the Company’s Chief Executive Officer and is responsible for the overall performance of the U.S. region, as well as overseeing the market directors and dealership general managers. In addition, as of June 30, 2019 , the Company had two international regions: (i) the U.K., which consisted of 45 dealerships and (ii) Brazil, which consisted of 17 dealerships. The operations of the Company’s international regions are structured similarly to the U.S. region. The Company’s operating results are generally subject to seasonal variations, as well as changes in the economic environment. In the U.S., we generally experience higher volumes of vehicle sales and service in the second and third calendar quarters of each year. In addition, in some regions of the U.S., vehicle purchases decline during the winter months due to inclement weather. As a result, our U.S. revenues and operating income are typically lower in the first and fourth quarters and higher in the second and third quarters. In the U.K., the first and third quarters tend to be stronger, driven by the vehicle license plate change months of March and September. In Brazil, the first quarter is generally the weakest, driven by more consumer vacations and activities associated with Carnival, while the third and fourth quarters tend to be stronger. Other factors unrelated to seasonality, such as changes in economic conditions, manufacturer incentive programs, supply issues, seasonal weather events and/or changes in currency exchange rates may exaggerate seasonal or cause counter-seasonal fluctuations in the Company’s revenues and operating income. Due to seasonality and other factors, the results of operations for the interim period are not necessarily indicative of the results that will be realized for any other interim period or for the entire fiscal year. Basis of Presentation The accompanying Condensed Consolidated Financial Statements and notes thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Results for interim periods are not necessarily indicative of the results that can be expected for a full year, and therefore should be read in conjunction with the Company’s audited Financial Statements and notes thereto included within the Company’s most recent Annual Report on Form 10-K. Certain reclassifications have been made to prior periods to conform with current period presentation with no effect on the Company’s previously reported consolidated financial position, results of operations or cash flows. These Condensed Consolidated Financial Statements reflect, in the opinion of management, all normal recurring adjustments necessary to fairly state, in all material respects, the Company’s financial position and results of operations for the periods presented. Use of Estimates The preparation of the Company’s financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. Significant estimates made in the accompanying Condensed Consolidated Financial Statements include, but are not limited to, inventory market adjustments, reserves for chargebacks against revenue recognized from the sale of finance and insurance products, reserves for self-insurance programs, certain assumptions related to goodwill and intangible franchise rights, and reserves for potential legal or similar proceedings related to the Company’s business. Recent Accounting Pronouncements Accounting for Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The Company adopted this ASU and all subsequent amendments on January 1, 2019, using the optional transition method applied to leases existing at January 1, 2019, with no restatement of comparative periods. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historical accounting policies under Accounting Standards Codification (“ASC”) Topic 840, Leases (“ASC 840”). The Company elected the package of practical expedients available under the transition guidance within Topic 842, which among other things, permits the Company to carry forward its historical lease classification. The Company also elected other practical expedients under the transition guidance to (i) not record leases with an initial term of 12 months or less on the balance sheet for all asset classes; (ii) not apply hindsight when determining its lease terms or assessing impairment of its ROU assets during transition; and (iii) combine and account for both lease and non-lease components as a single component for all asset classes, except dealership operating assets. For our dealership operating leases, the Company elected to separate lease and non-lease components and have allocated the consideration between the lease and non-lease components based on the estimated fair value of the leased component. Upon adoption of Topic 842, the Company recognized ROU assets and lease liabilities based on the present value of its remaining minimum rental payments for existing operating leases as of the adoption date, utilizing the Company’s applicable incremental borrowing rate also as of the adoption date. The adoption of Topic 842 resulted in the Company recognizing $222.6 million of operating ROU assets and $236.7 million of operating lease liabilities as of January 1, 2019. The difference between ROU assets and lease liabilities is primarily the result of prepaid rent, favorable lease assets and net unfavorable lease liabilities. Additionally, the Company recognized a $6.1 million cumulative-effect adjustment, net of deferred tax impact, to retained earnings as of January 1, 2019 resulting from the impairment of certain operating ROU assets upon the adoption of Topic 842. The Company’s accounting for its finance leases, previously termed as capital leases under ASC 840, remained substantially unchanged. The adoption of Topic 842 had no material impact on the Company’s condensed consolidated statements of operations or consolidated statements of cash flows. For further details, see Note 11 , “Leases” . Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE 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 tables present the Company’s revenues disaggregated by revenue source and geographical segments (in thousands): Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 U.S. U.K. Brazil Total U.S. U.K. Brazil Total REVENUES New vehicle retail sales $ 1,188,792 $ 302,224 $ 74,359 $ 1,565,375 $ 2,220,534 $ 620,795 $ 138,531 $ 2,979,860 Used vehicle retail sales 625,452 194,007 19,437 838,896 1,219,870 397,568 40,661 1,658,099 Used vehicle wholesale sales 44,285 46,882 4,829 95,996 87,112 92,143 8,879 188,134 Total new and used vehicle sales 1,858,529 543,113 98,625 2,500,267 3,527,516 1,110,506 188,071 4,826,093 Parts and service sales (1) 309,645 56,360 12,162 378,167 607,247 115,926 24,168 747,341 Finance, insurance and other, net (2) 110,506 14,961 1,788 127,255 206,699 30,160 3,772 240,631 Total revenues $ 2,278,680 $ 614,434 $ 112,575 $ 3,005,689 $ 4,341,462 $ 1,256,592 $ 216,011 $ 5,814,065 Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 U.S. U.K. Brazil Total U.S. U.K. Brazil Total REVENUES New vehicle retail sales $ 1,146,882 $ 338,635 $ 70,053 $ 1,555,570 $ 2,236,835 $ 693,039 $ 139,286 $ 3,069,160 Used vehicle retail sales 592,007 208,108 21,738 821,853 1,155,837 400,657 45,929 1,602,423 Used vehicle wholesale sales 42,781 46,527 3,546 92,854 96,783 92,712 7,388 196,883 Total new and used vehicle sales 1,781,670 593,270 95,337 2,470,277 3,489,455 1,186,408 192,603 4,868,466 Parts and service sales (1) 288,889 57,996 11,244 358,129 573,403 111,137 23,104 707,644 Finance, insurance and other, net (2) 97,442 15,617 1,997 115,056 193,629 29,880 3,869 227,378 Total revenues $ 2,168,001 $ 666,883 $ 108,578 $ 2,943,462 $ 4,256,487 $ 1,327,425 $ 219,576 $ 5,803,488 (1) The Company has applied the optional exemption not to disclose revenue related to remaining performance obligations on our maintenance and repair services as the duration of these contracts is less than one year. (2) Includes variable consideration recognized of $9.0 million and $2.2 million during the three months ended June 30, 2019 and 2018 , and $12.2 million and $5.7 million during the six months ended June 30, 2019 and 2018 , respectively, relating to performance obligations satisfied in previous periods on our retrospective commission income contracts. Contract assets associated with revenue from the arrangement of financing and sale of service and insurance contracts totaled $20.3 million and $14.6 million as of June 30, 2019 and December 31, 2018, respectively, and are reflected in Prepaid expenses and other current assets within the Unaudited Condensed Consolidated Balance Sheets. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS Acquisitions During the six months ended June 30, 2019 , the Company opened one dealership representing one awarded franchise in the U.S. and one dealership representing one awarded franchise in the U.K. During the six months ended June 30, 2018 , the Company acquired five dealerships in the U.K., inclusive of eight franchises, and added one franchise. The Company also acquired one dealership in Brazil, representing one franchise. Additionally, the Company acquired two dealerships in the U.S., inclusive of two franchises. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, totaled $80.0 million , including the associated real estate and goodwill. Also included in the consideration paid was $5.1 million of cash received in the acquisition of the dealerships. The purchase prices were allocated based upon the consideration paid and the estimated fair values of the assets acquired and liabilities assumed at the acquisition dates. Dispositions During the six months ended June 30, 2019 , the Company disposed of three dealerships representing six franchises in the U.S., three dealerships representing four franchises in the U.K, and one dealership representing one franchise in Brazil. The Company recorded a net pre-tax gain totaling $5.4 million related to these dispositions. During the six months ended June 30, 2018 , the Company disposed of one dealership in the U.S., representing two franchises, as well as one franchise in the U.K. The Company recorded a net pre-tax gain totaling $20.1 million |
Equity
Equity | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY | EQUITY Performance Awards During the six months ended June 30, 2019 under the 2014 Long-Term Incentive Plan, the Company granted 30,555 performance awards to certain employees at no cost to the recipient. The weighted average grant date fair value of these awards was $67.17 per share. The performance awards do not qualify as participating securities. The performance awards contain both performance and market conditions to be evaluated over a two -year performance period and are subject to vesting over a three -year service period. Based upon the performance criteria, up to 200% of the granted shares may be earned. Compensation expense for the awards with performance conditions is calculated based on the market price of the Company’s common stock at the date of grant and the forecasted achievement of such performance conditions and is recognized over the requisite service period. Compensation expense for the awards with market conditions is calculated based upon the fair value of the grant on the date of grant and is recognized over the requisite service period. All such awards remained unvested as of June 30, 2019 . |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The two-class method is utilized for the computation of the Company’s earnings per share (“EPS”). The two-class method requires a portion of net income to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends. The Company’s restricted stock awards are participating securities. Income allocated to these participating securities is excluded from net earnings available to common shares, as shown in the table below. Basic EPS is computed by dividing net income available to basic common shares by the weighted average number of basic common shares outstanding during the period. Diluted EPS is computed by dividing net income available to diluted common shares by the weighted average number of dilutive common shares outstanding during the period. The following table sets forth the calculation of EPS for the three and six months ended June 30, 2019 and 2018 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Weighted average basic common shares outstanding 17,908 20,036 17,853 20,167 Dilutive effect of stock awards and employee stock purchases, net of assumed repurchase of treasury stock 22 10 25 9 Weighted average dilutive common shares 17,930 20,046 17,878 20,176 Basic Net income (loss) $ 49,225 $ 56,463 $ 87,873 $ 92,277 Less: Earnings (loss) allocated to participating securities 1,844 1,916 3,303 3,123 Net income (loss) available to basic common shares $ 47,381 $ 54,547 $ 84,570 $ 89,154 Basic earnings (loss) per common share $ 2.65 $ 2.72 $ 4.74 $ 4.42 Diluted Net income (loss) $ 49,225 $ 56,463 $ 87,873 $ 92,277 Less: Earnings (loss) allocated to participating securities 1,842 1,916 3,299 3,123 Net income (loss) available to diluted common shares $ 47,383 $ 54,547 $ 84,574 $ 89,154 Diluted earnings (loss) per common share $ 2.64 $ 2.72 $ 4.73 $ 4.42 |
Cash Flow Information
Cash Flow Information | 6 Months Ended |
Jun. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
CASH FLOW INFORMATION | CASH FLOW INFORMATION The Company utilizes various credit facilities to finance the purchase of its new and used vehicle inventory. 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 between the Company and 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. The Company categorizes the cash flows associated with borrowings and repayments on these various credit facilities as Operating or Financing Activities in its Unaudited Condensed Consolidated Statements of Cash Flows. 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, as defined in Note 7 , “Floorplan Notes Payable” ) are presented within Cash Flows from Operating Activities on the Unaudited Condensed Consolidated Statements of Cash Flows. All borrowings from, and repayments to, the syndicated lending group under the Revolving Credit Facility (including the cash flows from or to manufacturer affiliated lenders participating in the facility), as well as borrowings from, and repayments to, the Company’s other credit facilities, are presented within Cash Flows from Financing Activities. Cash, Cash Equivalents, and Restricted Cash The total amounts presented on the Company’s Unaudited Condensed Consolidated Statements of Cash Flows include cash, cash equivalents, and restricted cash. Restricted cash includes certain unsecured investment obligations with manufacturer-affiliated finance companies, which bear interest at a variable rate and are redeemable on demand by the Company. The following table reconciles cash and cash equivalents reported on the Company’s Unaudited Condensed Consolidated Balances Sheets to the total amounts reported on the Company’s Unaudited Condensed Consolidated Statements of Cash flows (in thousands): June 30, 2019 December 31, 2018 Cash and cash equivalents $ 37,740 $ 15,932 Restricted cash, included in Prepaid expenses and other current assets and Other assets 3,800 2,788 Total cash, cash equivalents, and restricted cash $ 41,540 $ 18,720 Non-cash Investing and Financing Activities The Company accrued for purchases of property and equipment, including real estate of $5.8 million and $8.6 million at June 30, 2019 and 2018, respectively. Additionally, the Company obtained right-of-use assets in exchange for lease obligations during the six months ended June 30, 2019. See Note 11 , “Leases” , for supplemental information on lease liabilities. Interest and Income Taxes Paid Cash paid for interest, including the monthly settlement of the Company’s interest rate derivatives, was $64.4 million and $62.9 million for the six months ended June 30, 2019 and 2018 , respectively. Cash paid for taxes, net of refunds, was $19.4 million and $12.8 million for the six months ended June 30, 2019 and 2018, respectively. |
Floorplan Notes Payable
Floorplan Notes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Line of Credit Facility [Abstract] | |
FLOORPLAN NOTES PAYABLE | FLOORPLAN NOTES PAYABLE The Company’s floorplan notes payable consisted of the following (in thousands): June 30, 2019 December 31, 2018 Revolving credit facility - floorplan notes payable $ 1,168,243 $ 1,251,402 Revolving credit facility - floorplan notes payable offset account (69,307 ) (33,637 ) Revolving credit facility - floorplan notes payable, net 1,098,936 1,217,765 Other non-manufacturer facilities 30,941 41,050 Floorplan notes payable - credit facility and other $ 1,129,877 $ 1,258,815 FMCC facility $ 177,673 $ 160,786 FMCC facility offset account (150 ) (100 ) FMCC facility, net 177,523 160,686 Other manufacturer affiliate facilities 248,963 257,138 Floorplan notes payable - manufacturer affiliates $ 426,486 $ 417,824 Floorplan Notes Payable - Credit Facility Revolving Credit Facility In the U.S., the Company has a $1.8 billion revolving syndicated credit arrangement that matures on June 27, 2024 (“Revolving Credit Facility”). The Revolving Credit Facility consists of two tranches: (i) a $1.75 billion maximum capacity tranche for U.S. vehicle inventory floorplan financing (“Floorplan Line”), which had an outstanding balance of $1.1 billion as of June 30, 2019 reported in Floorplan notes payable - credit facility and other ; and (ii) a $360.0 million maximum capacity and $50.0 million minimum capacity tranche (“Acquisition Line”), which is not due until maturity of the Revolving Credit Facility and is therefore classified as long-term debt in Long-term debt, net of current maturities - see Note 8 , “Debt” , for additional discussion. The capacity under these two tranches can be re-designated within the overall $1.8 billion commitment, subject to the aforementioned limits. The weighted average interest rate on the Floorplan Line was 3.5% as of June 30, 2019 , excluding the impact of the Company’s interest rate derivative instruments. On June 27, 2019, the Company amended the Revolving Credit Facility to extend the maturity date to June 27, 2024 and reduce the number of participating financial institutions to 23 . Additionally, following the amendment, the Floorplan Line bears interest at rates equal to the London Interbank Offered Rate (“LIBOR”) plus 110 basis points for new vehicle inventory and the LIBOR plus 140 basis points for used vehicle inventory. The Acquisition Line bears interest at LIBOR or a LIBOR equivalent plus 100 to 200 basis points, depending on the Company’s total adjusted leverage ratio, on borrowings in U.S. dollars, 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 requires a commitment fee ranging from 0.15% to 0.40% per annum, depending on the Company’s total adjusted leverage ratio, based on a minimum commitment of $50.0 million less outstanding borrowings. In conjunction with the Revolving Credit Facility, the Company has $5.2 million of related unamortized costs as of June 30, 2019, which are included in Prepaid expenses and other current assets and Other assets on the accompanying Condensed Consolidated Balance Sheets and amortized over the term of the facility. Floorplan Notes Payable - Manufacturer Affiliates Ford Motor Credit Company Facility The Company has a $300.0 million floorplan financing arrangement with Ford Motor Credit Company for financing of new Ford vehicles in the U.S. (“FMCC Facility”). This facility bears interest at a rate of Prime plus 150 basis points minus certain incentives. The interest rate on the FMCC Facility was 7.0% before considering the applicable incentives as of June 30, 2019 . Other Manufacturer Facilities The Company has other credit facilities in the U.S., U.K., and Brazil with financial institutions affiliated with manufacturers for financing of new, used, and rental vehicle inventories. As of June 30, 2019 , borrowings outstanding under these facilities totaled $249.0 million , comprised of $116.2 million in the U.S. with interest rates that vary up to 7.0% , $116.6 million in the U.K. with annual interest rates ranging from 1.4% to 4.3% , and $16.2 million in Brazil with annual interest rates ranging from 10.8% to 14.7% |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Long-term debt consisted of the following (in thousands): June 30, 2019 December 31, 2018 5.00% Senior Notes due June 1, 2022 (aggregate principal of $550,000) (1) $ 544,591 $ 543,730 5.25% Senior Notes due December 15, 2023 (aggregate principal of $300,000) (1) 297,035 296,735 Acquisition Line 38,113 31,842 Real estate related 402,828 420,022 Finance leases (2) 54,363 48,612 Other 30,338 33,515 Total debt 1,367,268 1,374,456 Less: current maturities of long-term debt and short-term financing 71,548 92,967 Long-term debt, net of current maturities $ 1,295,720 $ 1,281,489 (1) See Note 9 , “Financial Instruments and Fair Value Measurements” , for further discussion of the fair value. (2) Balances as of December 31, 2018 were unchanged under the optional transition method applied as part of the implementation of Topic 842. See Note 1 , “Interim Financial Information” and Note 11 , “Leases” for further information. Acquisition Line The proceeds of the Acquisition Line is used for working capital, general corporate, and acquisition purposes. As of June 30, 2019 , borrowings under the Acquisition Line, a component of the Revolving Credit Facility (as described in Note 7 , “Floorplan Notes Payable” ), totaled $38.1 million . The interest rate on this facility was 1.95% as of June 30, 2019 , representing the applicable rate for borrowings in British pound sterling. Real Estate Related The Company has mortgage loans in the U.S., U.K., and Brazil that are paid in monthly installments. As of June 30, 2019 , borrowings outstanding under these facilities totaled $402.8 million , comprised of $330.7 million in the U.S. maturing between August 2019 and November 2032 , $70.0 million in the U.K. maturing between August 2023 and September 2034 , and $2.1 million in Brazil maturing in April 2025 . The U.S. loans bear interest at fixed rates between 3.25% and 4.69% and at variable indexed rates plus a spread between 1.50% and 2.25% per annum. The U.K. and Brazil loans bear interest at variable indexed rates. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the most advantageous market in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value: • Level 1 — Quoted prices for identical assets or liabilities in active markets. • Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or model-derived valuations or other inputs that are observable or that can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities The Company’s financial instruments consist of cash and cash equivalents, contracts-in-transit and vehicle receivables, accounts and notes receivable, investments in debt and equity securities, accounts payable, credit facilities, long-term debt, and interest rate derivative instruments. Other than the Company’s fixed rate long-term debt, the carrying amount of all significant financial instruments approximates fair value due to either the length of maturity, the existence of variable interest rates that approximate prevailing market rates, or as a result of mark to market accounting. Cash and Cash Equivalents, Contracts-In-Transit and Vehicle Receivables, Accounts and Notes Receivable, Accounts Payable, and Credit Facilities The fair values of these financial instruments approximate their carrying values due to the short-term nature of these instruments and/or the existence of variable interest rates. Fixed Rate Long-Term Debt The Company’s fixed rate long-term debt primarily consists of amounts outstanding under its senior unsecured notes and mortgage facilities. The Company estimates the fair value of its senior unsecured notes using quoted prices for the identical liability (Level 1), and estimates the fair value of its mortgage facilities using a present value technique based on current market interest rates for similar type of financial instruments (Level 2). The carrying value and fair value of the Company’s fixed rate long-term debt were as follows at the dates indicated (in thousands): June 30, 2019 December 31, 2018 Carrying Value Fair Value Carrying Value Fair Value 5.00% Senior Notes $ 544,591 $ 556,930 $ 543,730 $ 521,626 5.25% Senior Notes 297,035 307,518 296,735 286,500 Real estate related 71,933 72,477 79,537 76,156 Total $ 913,559 $ 936,925 $ 920,002 $ 884,282 Investments The Company maintains an investment balance with certain of the financial institutions in Brazil that provide credit facilities for the financing of new, used, and rental vehicle inventories. The investment balances bear interest at a variable rate and are redeemable by the Company in the future under certain conditions. The Company has classified these investment balances as restricted cash within Prepaid expenses and other current assets and Other assets in its Unaudited Condensed 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 (Level 2). See Note 6 , “Cash Flow Information” for further details regarding the Company’s investment balances. Derivative financial instruments All of the Company’s interest rate derivative instruments are designated as cash flow hedges. The related gains or losses on these interest rate derivative instruments are deferred in stockholders’ equity as a component of accumulated other comprehensive income (loss). These deferred gains or losses are recognized in income in the period in which the related items being hedged are recognized in expense. Monthly contractual settlements of these swap positions are recognized as Floorplan interest expense or Other interest expense, net, in the Company’s accompanying Unaudited Condensed Consolidated Statements of Operations. The Company had no gains or losses related to ineffectiveness recognized in the Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 or 2018 , respectively. The Company held 26 interest rate derivative instruments in effect as of June 30, 2019 of $901.6 million in notional value that fixed its underlying one-month LIBOR at a weighted average rate of 2.3% . For the three months ended June 30, 2019 and 2018 , the Company’s interest rate hedges in effect decreased interest expense by $0.4 million and increased interest expense by $1.4 million , respectively. For the six months ended June 30, 2019 and 2018 , the Company’s interest rate hedges in effect decreased interest expense by $0.9 million and increased interest expense by $3.4 million , respectively. In addition to the $901.6 million of swaps in effect as of June 30, 2019 , the Company held five additional interest rate derivative instruments with forward start dates between December 2020 and December 2021 and expiration dates between January 2024 and December 2030 . The aggregate notional value of these five forward-starting swaps was $325.0 million , 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 $901.6 million , which is less than the Company’s expectation for variable-rate debt outstanding during such period. Assets and liabilities associated with interest rate derivative instruments, within Level 2 of the hierarchy framework, as reflected in the accompanying balance sheets were as follows (in thousands): June 30, 2019 December 31, 2018 Assets from interest rate risk management activities Prepaid expenses and other current assets $ — $ 444 Other assets 1,006 13,132 Total $ 1,006 $ 13,576 Liabilities from interest rate risk management activities Accrued expenses and other current liabilities $ 748 $ 115 Other liabilities 7,294 1,696 Total $ 8,042 $ 1,811 Included in Accumulated other comprehensive income (loss) at June 30, 2019 and 2018 , were accumulated unrealized gains, net of income taxes, totaling $5.4 million and $12.5 million , respectively, related to these interest rate derivative instruments. The following tables present the impact of the Company’s interest rate derivative instruments (in thousands): Amount of Unrealized Income (Loss), Net of Tax, Recognized in Other Comprehensive Income (Loss) Six Months Ended June 30, Derivatives in Cash Flow Hedging Relationship 2019 2018 Interest rate derivative instruments $ (13,691 ) $ 11,305 Amount of Income (Loss) Reclassified from Other Comprehensive Income (Loss) into Statements of Operations Location of Income (Loss) Reclassified from Other Comprehensive Income (Loss) into Statements of Operations Six Months Ended June 30, 2019 2018 Floorplan interest expense, net $ 618 $ (2,999 ) Other interest expense, net $ 239 $ (390 ) The net amount of loss 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 $0.7 million . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES From time to time, the Company’s dealerships are named in various types of litigation involving customer claims, employment matters, class action claims, purported class action claims, as well as claims involving the manufacturers of automobiles, contractual disputes, and other matters arising in the ordinary course of business. 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. 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. Legal Proceedings As of June 30, 2019 , the Company was 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 sold a number of dealerships to third parties, and as a condition to certain of those dispositions, remains liable for the remaining lease payments of such dealerships in the event of non-payment by the purchaser. Although the Company has no reason to believe that it will be called upon to perform under any such assigned leases, the Company estimates that lessee remaining rental obligations were $41.5 million as of June 30, 2019 |
Leases Leases
Leases Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | LEASES The Company leases real estate, office equipment, and dealership operating assets under long-term lease agreements, and subleases certain real estate to third parties. The Company uses its incremental borrowing rate based on information available as of the measurement date. For leases effective on or after January 1, 2019, the Company determines if an arrangement is a lease at inception and recognizes ROU assets and lease liabilities at commencement date based on the present value of lease payments over the lease term. For such leases, the aggregate present value of the Company’s lease payments may include options to purchase the leased property or lease terms with options to renew or terminate the lease, when it is reasonably certain that the Company will exercise such an option. The exercise of lease renewals, terminations, or purchase options is generally at the Company’s discretion. The Company’s leases may also include rental payments adjusted periodically for inflation. Payments based on a change in an index or rates are not considered in the determination of lease payments for purposes of measuring the related lease liability. Subsequent to the recognition of its ROU assets and lease liabilities, the Company recognizes lease expense related to its operating lease payments on a straight-line basis over the lease term. None of the Company’s lease agreements contains material residual value guarantees or material restrictive covenants. Additional information of the Company’s operating and finance leases are as follows (in thousands, except for lease term and discount rate information): Leases Balance Sheet Classification June 30, 2019 Assets Operating Operating lease assets $ 202,719 Finance Property and equipment, net 48,461 Total $ 251,180 Liabilities Current Operating Current operating lease liabilities $ 23,504 Finance Current maturities of long-term debt 6,225 Noncurrent Operating Operating lease liabilities, net of current portion 193,421 Finance Long-term debt, net of current maturities 48,138 Total $ 271,288 Lease Expense Income Statement Classification Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating Selling, general and administrative expenses $ 10,249 $ 21,094 Variable Selling, general and administrative expenses 449 1,045 Sublease income Selling, general and administrative expenses (321 ) (641 ) Finance Amortization of lease assets Depreciation and amortization expense 1,263 2,386 Interest on lease liabilities Other interest expense, net 1,050 2,022 Net lease expense $ 12,690 $ 25,906 June 30, 2019 Maturities of Lease Liabilities Operating Leases Finance Leases 2019 (excluding the six months ended June 30, 2019) $ 16,297 $ 6,290 2020 37,710 7,630 2021 35,772 7,659 2022 31,370 7,553 2023 28,386 6,391 Thereafter 161,190 48,337 Total lease payments 310,725 83,860 Less: Interest (93,800 ) (29,497 ) Present value of lease liabilities $ 216,925 $ 54,363 Weighted-Average Lease Term and Discount Rate June 30, 2019 Weighted-average remaining lease terms Operating 11.3 years Financing 12.4 years Weighted-average discount rates Operating 6.0 % Financing 8.8 % Other Information Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 21,166 Operating cash flows from finance leases $ 2,022 Financing cash flows from finance leases $ 1,996 Right-of-use assets obtained in exchange for lease obligations Operating leases, initial recognition $ 5,280 Operating leases, modifications and remeasurements $ (10,673 ) Finance leases, initial recognition $ 436 Finance leases, modifications and remeasurements $ 8,257 |
Leases | LEASES The Company leases real estate, office equipment, and dealership operating assets under long-term lease agreements, and subleases certain real estate to third parties. The Company uses its incremental borrowing rate based on information available as of the measurement date. For leases effective on or after January 1, 2019, the Company determines if an arrangement is a lease at inception and recognizes ROU assets and lease liabilities at commencement date based on the present value of lease payments over the lease term. For such leases, the aggregate present value of the Company’s lease payments may include options to purchase the leased property or lease terms with options to renew or terminate the lease, when it is reasonably certain that the Company will exercise such an option. The exercise of lease renewals, terminations, or purchase options is generally at the Company’s discretion. The Company’s leases may also include rental payments adjusted periodically for inflation. Payments based on a change in an index or rates are not considered in the determination of lease payments for purposes of measuring the related lease liability. Subsequent to the recognition of its ROU assets and lease liabilities, the Company recognizes lease expense related to its operating lease payments on a straight-line basis over the lease term. None of the Company’s lease agreements contains material residual value guarantees or material restrictive covenants. Additional information of the Company’s operating and finance leases are as follows (in thousands, except for lease term and discount rate information): Leases Balance Sheet Classification June 30, 2019 Assets Operating Operating lease assets $ 202,719 Finance Property and equipment, net 48,461 Total $ 251,180 Liabilities Current Operating Current operating lease liabilities $ 23,504 Finance Current maturities of long-term debt 6,225 Noncurrent Operating Operating lease liabilities, net of current portion 193,421 Finance Long-term debt, net of current maturities 48,138 Total $ 271,288 Lease Expense Income Statement Classification Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating Selling, general and administrative expenses $ 10,249 $ 21,094 Variable Selling, general and administrative expenses 449 1,045 Sublease income Selling, general and administrative expenses (321 ) (641 ) Finance Amortization of lease assets Depreciation and amortization expense 1,263 2,386 Interest on lease liabilities Other interest expense, net 1,050 2,022 Net lease expense $ 12,690 $ 25,906 June 30, 2019 Maturities of Lease Liabilities Operating Leases Finance Leases 2019 (excluding the six months ended June 30, 2019) $ 16,297 $ 6,290 2020 37,710 7,630 2021 35,772 7,659 2022 31,370 7,553 2023 28,386 6,391 Thereafter 161,190 48,337 Total lease payments 310,725 83,860 Less: Interest (93,800 ) (29,497 ) Present value of lease liabilities $ 216,925 $ 54,363 Weighted-Average Lease Term and Discount Rate June 30, 2019 Weighted-average remaining lease terms Operating 11.3 years Financing 12.4 years Weighted-average discount rates Operating 6.0 % Financing 8.8 % Other Information Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 21,166 Operating cash flows from finance leases $ 2,022 Financing cash flows from finance leases $ 1,996 Right-of-use assets obtained in exchange for lease obligations Operating leases, initial recognition $ 5,280 Operating leases, modifications and remeasurements $ (10,673 ) Finance leases, initial recognition $ 436 Finance leases, modifications and remeasurements $ 8,257 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2019 | |
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 six months ended June 30, 2019 and 2018 were as follows (in thousands): Six Months Ended June 30, 2019 Accumulated income (loss) on foreign currency translation Accumulated income (loss) on interest rate swaps Total Balance, December 31, 2018 $ (146,708 ) $ 8,936 $ (137,772 ) Other comprehensive income (loss) before reclassifications Pre-tax (413 ) (17,944 ) (18,357 ) Tax effect — 4,253 4,253 Amounts reclassified from accumulated other comprehensive income (loss) Floorplan interest expense (pre-tax) — (618 ) (618 ) Other interest expense, net (pre-tax) — (239 ) (239 ) Tax effect — 203 203 Net current period other comprehensive income (loss) (413 ) (14,345 ) (14,758 ) Balance, June 30, 2019 $ (147,121 ) $ (5,409 ) $ (152,530 ) Six Months Ended June 30, 2018 Accumulated income (loss) on foreign currency translation Accumulated income (loss) on interest rate swaps Total Balance, December 31, 2017 $ (122,552 ) $ (674 ) $ (123,226 ) Other comprehensive income (loss) before reclassifications Pre-tax (16,315 ) 14,875 (1,440 ) Tax effect — (3,570 ) (3,570 ) Amounts reclassified from accumulated other comprehensive income (loss) to Floorplan interest expense (pre-tax) — 2,999 2,999 Other interest expense (pre-tax) — 390 390 Realized gain on swap termination (pre-tax) — (918 ) (918 ) Tax effect — (593 ) (593 ) Net current period other comprehensive income (loss) (16,315 ) 13,183 (3,132 ) Balance, June 30, 2018 $ (138,867 ) $ 12,509 $ (126,358 ) |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION As of June 30, 2019 , the Company had three reportable segments: the U.S., 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 (“CODM”) to allocate resources and assess performance. The Company’s CODM is its Chief Executive Officer. Each of the reportable segments is comprised of retail automotive franchises, which sell new and used cars and light trucks, arrange related vehicle financing, sell service and insurance contracts, provide automotive maintenance and repair services, and sell vehicle parts. The vast majority of the Company’s corporate activities are associated with the operations of the U.S. reportable segment and, therefore, the corporate financial results are included within the U.S. reportable segment. Reportable segment revenues and income (loss) before income taxes were as follows for the three and six months ended June 30, 2019 and 2018 (in thousands): Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 U.S. U.K. Brazil Total U.S. U.K. Brazil Total Total revenues $ 2,278,680 $ 614,434 $ 112,575 $ 3,005,689 $ 4,341,462 $ 1,256,592 $ 216,011 $ 5,814,065 Income (loss) before income taxes $ 63,843 $ (1,540 ) $ 930 $ 63,233 $ 110,210 $ 4,704 $ 495 $ 115,409 Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 U.S. U.K. Brazil Total U.S. U.K. Brazil Total Total revenues $ 2,168,001 $ 666,883 $ 108,578 $ 2,943,462 $ 4,256,487 $ 1,327,425 $ 219,576 $ 5,803,488 Income (loss) before income taxes $ 68,942 $ 6,016 $ 230 $ 75,188 $ 109,452 $ 11,753 $ 150 $ 121,355 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED CONSOLIDATED FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables include condensed consolidating financial information as of June 30, 2019 and December 31, 2018 , and for the three and six months ended June 30, 2019 and 2018 , respectively, for Group 1 Automotive, Inc.’s (as issuer of the 5.00% Notes) guarantor subsidiaries and non-guarantor subsidiaries (representing foreign entities). The condensed consolidating financial information includes certain allocations of balance sheet, statement of operations, and cash flows items that are not necessarily indicative of the financial position, results of operations, or cash flows of these entities had they operated on a stand-alone basis. In accordance with Rule 3-10 of Regulation S-X, condensed consolidated financial statements of non-guarantors are not required. The Company has no assets or operations independent of its subsidiaries. Obligations under the 5.00% Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by the Company’s current 100%-owned domestic subsidiaries and certain of the Company’s future domestic subsidiaries, with the exception of the Company’s “minor” subsidiaries (as defined by Rule 3-10 of Regulation S-X). There are no significant restrictions on the ability of the Company or subsidiary guarantors for the Company to obtain funds from its subsidiary guarantors by dividend or loan. None of the subsidiary guarantors’ assets represent restricted assets pursuant to SEC Rule 4-08(e)(3) of Regulation S-X. CONDENSED CONSOLIDATED BALANCE SHEET As of June 30, 2019 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company ASSETS CURRENT ASSETS Cash and cash equivalents $ — $ 8,933 $ 28,807 $ — $ 37,740 Contracts-in-transit and vehicle receivables, net — 189,490 63,039 — 252,529 Accounts and notes receivable, net — 144,432 44,057 — 188,489 Intercompany accounts receivable 38,113 15,165 — (53,278 ) — Inventories, net — 1,458,762 334,909 — 1,793,671 Prepaid expenses and other current assets 207 28,110 61,388 — 89,705 TOTAL CURRENT ASSETS 38,320 1,844,892 532,200 (53,278 ) 2,362,134 Property and equipment, net — 1,195,512 227,474 — 1,422,986 Operating lease assets — 122,336 80,383 — 202,719 Goodwill — 861,655 101,847 — 963,502 Intangible franchise rights — 224,392 35,148 — 259,540 Investment in subsidiaries 3,231,068 — — (3,231,068 ) — Other assets — 5,948 8,932 — 14,880 TOTAL ASSETS $ 3,269,388 $ 4,254,735 $ 985,984 $ (3,284,346 ) $ 5,225,761 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Floorplan notes payable — credit facility and other, net of offset account $ — $ 1,098,936 $ 30,941 $ — $ 1,129,877 Floorplan notes payable — manufacturer affiliates, net of offset account — 293,731 132,755 — 426,486 Current maturities of long-term debt — 48,754 22,794 — 71,548 Current operating lease liabilities — 17,098 6,406 — 23,504 Accounts payable — 223,755 262,153 — 485,908 Intercompany accounts payable 1,224,502 — 63,364 (1,287,866 ) — Accrued expenses and other current liabilities 165,118 32,899 — 198,017 TOTAL CURRENT LIABILITIES 1,224,502 1,847,392 551,312 (1,287,866 ) 2,335,340 Long-term debt, net of current maturities 879,739 313,092 102,889 — 1,295,720 Operating lease liabilities, net of current portion — 113,068 80,353 — 193,421 Deferred income taxes and other liabilities 1,082 229,932 6,201 — 237,215 STOCKHOLDERS’ EQUITY Group 1 stockholders’ equity 1,164,065 2,985,839 245,229 (3,231,068 ) 1,164,065 Intercompany note receivable — (1,234,588 ) — 1,234,588 — TOTAL STOCKHOLDERS’ EQUITY 1,164,065 1,751,251 245,229 (1,996,480 ) 1,164,065 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,269,388 $ 4,254,735 $ 985,984 $ (3,284,346 ) $ 5,225,761 CONDENSED CONSOLIDATED BALANCE SHEET 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, net of offset account $ — $ 1,217,765 $ 41,050 $ — $ 1,258,815 Floorplan notes payable — manufacturer affiliates, net of offset account — 276,762 141,062 — 417,824 Current maturities of long-term debt — 73,834 19,133 — 92,967 Accounts payable — 200,912 218,438 — 419,350 Intercompany accounts payable 1,164,949 — 53,478 (1,218,427 ) — Accrued expenses and other current liabilities — 164,998 32,611 — 197,609 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 Deferred income taxes and other liabilities 815 224,718 11,794 — 237,327 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 STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2019 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company Revenues $ — $ 2,278,681 $ 727,008 $ — $ 3,005,689 Cost of sales — 1,901,972 649,464 — 2,551,436 Gross profit — 376,709 77,544 — 454,253 Selling, general and administrative expenses 1,158 265,584 71,973 — 338,715 Depreciation and amortization expense — 14,178 3,686 — 17,864 Asset impairments — — 537 — 537 Income (loss) from operations (1,158 ) 96,947 1,348 — 97,137 Other income (expense) Floorplan interest expense — (14,000 ) (1,943 ) — (15,943 ) Other interest income (expense), net — (16,611 ) (1,350 ) — (17,961 ) Income (loss) before income taxes and equity in earnings of subsidiaries (1,158 ) 66,336 (1,945 ) — 63,233 Benefit (provision) for income taxes 239 (15,314 ) 1,067 — (14,008 ) Equity in earnings of subsidiaries 50,144 — — (50,144 ) — Net income (loss) $ 49,225 $ 51,022 $ (878 ) $ (50,144 ) $ 49,225 Comprehensive income (loss) (13,781 ) (9,761 ) (4,020 ) 13,781 (13,781 ) Comprehensive income (loss) attributable to parent $ 35,444 $ 41,261 $ (4,898 ) $ (36,363 ) $ 35,444 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2019 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company Revenues $ — $ 4,341,463 $ 1,472,602 $ — $ 5,814,065 Cost of sales — 3,617,837 1,310,472 — 4,928,309 Gross profit — 723,626 162,130 — 885,756 Selling, general and administrative expenses 3,049 517,628 145,746 — 666,423 Depreciation and amortization expense — 27,412 7,449 — 34,861 Asset impairments — — 537 — 537 Income (loss) from operations (3,049 ) 178,586 8,398 — 183,935 Other income (expense) Floorplan interest expense — (27,989 ) (3,657 ) — (31,646 ) Other interest income (expense), net — (33,786 ) (3,094 ) — (36,880 ) Income (loss) before income taxes and equity in earnings of subsidiaries (3,049 ) 116,811 1,647 — 115,409 Benefit (provision) for income taxes 729 (28,216 ) (49 ) — (27,536 ) Equity in earnings of subsidiaries 90,193 — — (90,193 ) — Net income (loss) $ 87,873 $ 88,595 $ 1,598 $ (90,193 ) $ 87,873 Comprehensive income (loss) (14,758 ) (14,345 ) (413 ) 14,758 (14,758 ) Comprehensive income (loss) attributable to parent $ 73,115 $ 74,250 $ 1,185 $ (75,435 ) $ 73,115 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2018 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company Revenues $ — $ 2,168,001 $ 775,461 $ — $ 2,943,462 Cost of sales — 1,817,331 687,968 — 2,505,299 Gross profit — 350,670 87,493 — 438,163 Selling, general and administrative expenses 635 231,923 75,534 — 308,092 Depreciation and amortization expense — 13,040 3,598 — 16,638 Asset impairments — 4,268 — — 4,268 Income (loss) from operations (635 ) 101,439 8,361 — 109,165 Other income (expense) Floorplan interest expense — (12,810 ) (1,753 ) — (14,563 ) Other interest income (expense), net — (17,331 ) (2,083 ) — (19,414 ) Income (loss) before income taxes and equity in earnings of subsidiaries (635 ) 71,298 4,525 — 75,188 Benefit (provision) for income taxes 153 (17,556 ) (1,322 ) — (18,725 ) Equity in earnings of subsidiaries 56,945 — — (56,945 ) — Net income (loss) $ 56,463 $ 53,742 $ 3,203 $ (56,945 ) $ 56,463 Comprehensive income (loss) — 3,778 (24,186 ) — (20,408 ) Comprehensive income (loss) attributable to parent $ 56,463 $ 57,520 $ (20,983 ) $ (56,945 ) $ 36,055 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2018 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company Revenues $ — $ 4,256,488 $ 1,547,000 $ — $ 5,803,488 Cost of sales — 3,570,133 1,375,429 — 4,945,562 Gross profit — 686,355 171,571 — 857,926 Selling, general and administrative expenses 2,403 481,088 148,948 — 632,439 Depreciation and amortization expense — 25,921 7,059 — 32,980 Asset impairments — 4,268 — — 4,268 Income (loss) from operations (2,403 ) 175,078 15,564 — 188,239 Other income (expense) Floorplan interest expense — (25,147 ) (3,503 ) — (28,650 ) Other interest income (expense), net — (34,348 ) (3,886 ) — (38,234 ) Income (loss) before income taxes and equity in earnings of subsidiaries (2,403 ) 115,583 8,175 — 121,355 Benefit (provision) for income taxes 577 (27,336 ) (2,319 ) — (29,078 ) Equity in earnings of subsidiaries 94,103 — — (94,103 ) — Net income (loss) $ 92,277 $ 88,247 $ 5,856 $ (94,103 ) $ 92,277 Comprehensive income (loss) — 13,183 (16,315 ) — (3,132 ) Comprehensive income (loss) attributable to parent $ 92,277 $ 101,430 $ (10,459 ) $ (94,103 ) $ 89,145 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2019 (Unaudited, 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 $ 87,873 $ 126,869 $ 38,206 $ 252,948 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposition of franchises, property and equipment — 30,935 7,003 37,938 Purchases of property and equipment, including real estate — (91,528 ) (17,710 ) (109,238 ) Other (305 ) — — (305 ) Net cash provided by (used in) investing activities (305 ) (60,593 ) (10,707 ) (71,605 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on credit facility - floorplan line and other — 3,288,391 18,139 3,306,530 Repayments on credit facility - floorplan line and other — (3,396,863 ) (28,496 ) (3,425,359 ) Borrowings on credit facility - acquisition line 124,159 — — 124,159 Repayments on credit facility - acquisition line (117,934 ) — — (117,934 ) Debt issue costs — (3,056 ) — (3,056 ) Borrowings on other debt — 18,139 58,729 76,868 Principal payments on other debt — (28,834 ) (61,353 ) (90,187 ) Borrowings on debt related to real estate — 33,184 — 33,184 Principal payments on debt related to real estate, net of debt issue costs (47,938 ) (5,349 ) (53,287 ) Employee stock purchase plan purchases, net of employee tax withholdings 1,005 — — 1,005 Dividends paid (9,691 ) — — (9,691 ) Borrowings (repayments) with subsidiaries 65,852 (75,773 ) 9,921 — Investment in subsidiaries (150,959 ) 150,794 165 — Net cash provided by (used in) financing activities (87,568 ) (61,956 ) (8,244 ) (157,768 ) Effect of exchange rate changes on cash — — (755 ) (755 ) Net increase (decrease) in cash, cash equivalents, and restricted cash — 4,320 18,500 22,820 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 4,613 14,107 18,720 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 8,933 $ 32,607 $ 41,540 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2018 (Unaudited, 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 $ 92,277 $ 155,215 $ 15,614 $ 263,106 CASH FLOWS FROM INVESTING ACTIVITIES Cash paid in acquisitions, net of cash received — (31,144 ) (43,721 ) (74,865 ) Proceeds from disposition of franchises, property and equipment — 73,785 2,138 75,923 Purchases of property and equipment, including real estate — (56,116 ) (32,114 ) (88,230 ) Other (400 ) (255 ) — (655 ) Net cash provided by (used in) investing activities (400 ) (13,730 ) (73,697 ) (87,827 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on credit facility - floorplan line and other — 3,261,353 62,445 3,323,798 Repayments on credit facility - floorplan line and other — (3,412,939 ) (48,555 ) (3,461,494 ) Borrowings on credit facility - acquisition line 98,596 — — 98,596 Repayments on credit facility - acquisition line (84,884 ) — — (84,884 ) Borrowings on other debt — 60,081 51,061 111,142 Principal payments on other debt (24,741 ) (24,209 ) (26,834 ) (75,784 ) Borrowings on debt related to real estate — 42,656 12,055 54,711 Principal payments on debt related to real estate, net of debt issue costs — (54,144 ) (9,224 ) (63,368 ) Employee stock purchase plan purchases, net of employee tax withholdings 11 — — 11 Repurchases of common stock, amounts based on settlement date (51,276 ) — — (51,276 ) Proceeds from termination of mortgage swap — 918 — 918 Dividends paid (10,836 ) — — (10,836 ) Borrowings (repayments) with subsidiaries (35,703 ) 18,141 17,562 — Investment in subsidiaries 16,956 (34,762 ) 17,806 — Net cash provided by (used in) financing activities (91,877 ) (142,905 ) 76,316 (158,466 ) Effect of exchange rate changes on cash — — (2,812 ) (2,812 ) Net increase (decrease) in cash, cash equivalents, and restricted cash — (1,420 ) 15,421 14,001 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 10,096 19,535 29,631 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 8,676 $ 34,956 $ 43,632 |
Interim Financial Information (
Interim Financial Information (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Condensed Consolidated Financial Statements and notes thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Results for interim periods are not necessarily indicative of the results that can be expected for a full year, and therefore should be read in conjunction with the Company’s audited Financial Statements and notes thereto included within the Company’s most recent Annual Report on Form 10-K. Certain reclassifications have been made to prior periods to conform with current period presentation with no effect on the Company’s previously reported consolidated financial position, results of operations or cash flows. These Condensed Consolidated Financial Statements reflect, in the opinion of management, all normal recurring adjustments necessary to fairly state, in all material respects, the Company’s financial position and results of operations for the periods presented. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. Significant estimates made in the accompanying Condensed Consolidated Financial Statements include, but are not limited to, inventory market adjustments, reserves for chargebacks against revenue recognized from the sale of finance and insurance products, reserves for self-insurance programs, certain assumptions related to goodwill and intangible franchise rights, and reserves for potential legal or similar proceedings related to the Company’s business. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recent Accounting Pronouncements Accounting for Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The Company adopted this ASU and all subsequent amendments on January 1, 2019, using the optional transition method applied to leases existing at January 1, 2019, with no restatement of comparative periods. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historical accounting policies under Accounting Standards Codification (“ASC”) Topic 840, Leases (“ASC 840”). The Company elected the package of practical expedients available under the transition guidance within Topic 842, which among other things, permits the Company to carry forward its historical lease classification. The Company also elected other practical expedients under the transition guidance to (i) not record leases with an initial term of 12 months or less on the balance sheet for all asset classes; (ii) not apply hindsight when determining its lease terms or assessing impairment of its ROU assets during transition; and (iii) combine and account for both lease and non-lease components as a single component for all asset classes, except dealership operating assets. For our dealership operating leases, the Company elected to separate lease and non-lease components and have allocated the consideration between the lease and non-lease components based on the estimated fair value of the leased component. Upon adoption of Topic 842, the Company recognized ROU assets and lease liabilities based on the present value of its remaining minimum rental payments for existing operating leases as of the adoption date, utilizing the Company’s applicable incremental borrowing rate also as of the adoption date. The adoption of Topic 842 resulted in the Company recognizing $222.6 million of operating ROU assets and $236.7 million of operating lease liabilities as of January 1, 2019. The difference between ROU assets and lease liabilities is primarily the result of prepaid rent, favorable lease assets and net unfavorable lease liabilities. Additionally, the Company recognized a $6.1 million cumulative-effect adjustment, net of deferred tax impact, to retained earnings as of January 1, 2019 resulting from the impairment of certain operating ROU assets upon the adoption of Topic 842. The Company’s accounting for its finance leases, previously termed as capital leases under ASC 840, remained substantially unchanged. The adoption of Topic 842 had no material impact on the Company’s condensed consolidated statements of operations or consolidated statements of cash flows. For further details, see Note 11 , “Leases” . Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Adoption of ASC Topic 606 - Revenue from Contracts with Customers | 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. |
Derivative Instruments and Risk Management Activities | Derivative financial instruments All of the Company’s interest rate derivative instruments are designated as cash flow hedges. The related gains or losses on these interest rate derivative instruments are deferred in stockholders’ equity as a component of accumulated other comprehensive income (loss). These deferred gains or losses are recognized in income in the period in which the related items being hedged are recognized in expense. Monthly contractual settlements of these swap positions are recognized as Floorplan interest expense or Other interest expense, net, |
Fair Value Measurements | Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the most advantageous market in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value: • Level 1 — Quoted prices for identical assets or liabilities in active markets. • Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or model-derived valuations or other inputs that are observable or that can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities The Company’s financial instruments consist of cash and cash equivalents, contracts-in-transit and vehicle receivables, accounts and notes receivable, investments in debt and equity securities, accounts payable, credit facilities, long-term debt, and interest rate derivative instruments. Other than the Company’s fixed rate long-term debt, the carrying amount of all significant financial instruments approximates fair value due to either the length of maturity, the existence of variable interest rates that approximate prevailing market rates, or as a result of mark to market accounting. Cash and Cash Equivalents, Contracts-In-Transit and Vehicle Receivables, Accounts and Notes Receivable, Accounts Payable, and Credit Facilities The fair values of these financial instruments approximate their carrying values due to the short-term nature of these instruments and/or the existence of variable interest rates. Fixed Rate Long-Term Debt The Company’s fixed rate long-term debt primarily consists of amounts outstanding under its senior unsecured notes and mortgage facilities. The Company estimates the fair value of its senior unsecured notes using quoted prices for the identical liability (Level 1), and estimates the fair value of its mortgage facilities using a present value technique based on current market interest rates for similar type of financial instruments (Level 2). The carrying value and fair value of the Company’s fixed rate long-term debt were as follows at the dates indicated (in thousands): June 30, 2019 December 31, 2018 Carrying Value Fair Value Carrying Value Fair Value 5.00% Senior Notes $ 544,591 $ 556,930 $ 543,730 $ 521,626 5.25% Senior Notes 297,035 307,518 296,735 286,500 Real estate related 71,933 72,477 79,537 76,156 Total $ 913,559 $ 936,925 $ 920,002 $ 884,282 Investments The Company maintains an investment balance with certain of the financial institutions in Brazil that provide credit facilities for the financing of new, used, and rental vehicle inventories. The investment balances bear interest at a variable rate and are redeemable by the Company in the future under certain conditions. The Company has classified these investment balances as restricted cash within Prepaid expenses and other current assets and Other assets in its Unaudited Condensed 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 (Level 2). See Note 6 , “Cash Flow Information” |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues disaggregated by revenue source and geographical segment | The following tables present the Company’s revenues disaggregated by revenue source and geographical segments (in thousands): Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 U.S. U.K. Brazil Total U.S. U.K. Brazil Total REVENUES New vehicle retail sales $ 1,188,792 $ 302,224 $ 74,359 $ 1,565,375 $ 2,220,534 $ 620,795 $ 138,531 $ 2,979,860 Used vehicle retail sales 625,452 194,007 19,437 838,896 1,219,870 397,568 40,661 1,658,099 Used vehicle wholesale sales 44,285 46,882 4,829 95,996 87,112 92,143 8,879 188,134 Total new and used vehicle sales 1,858,529 543,113 98,625 2,500,267 3,527,516 1,110,506 188,071 4,826,093 Parts and service sales (1) 309,645 56,360 12,162 378,167 607,247 115,926 24,168 747,341 Finance, insurance and other, net (2) 110,506 14,961 1,788 127,255 206,699 30,160 3,772 240,631 Total revenues $ 2,278,680 $ 614,434 $ 112,575 $ 3,005,689 $ 4,341,462 $ 1,256,592 $ 216,011 $ 5,814,065 Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 U.S. U.K. Brazil Total U.S. U.K. Brazil Total REVENUES New vehicle retail sales $ 1,146,882 $ 338,635 $ 70,053 $ 1,555,570 $ 2,236,835 $ 693,039 $ 139,286 $ 3,069,160 Used vehicle retail sales 592,007 208,108 21,738 821,853 1,155,837 400,657 45,929 1,602,423 Used vehicle wholesale sales 42,781 46,527 3,546 92,854 96,783 92,712 7,388 196,883 Total new and used vehicle sales 1,781,670 593,270 95,337 2,470,277 3,489,455 1,186,408 192,603 4,868,466 Parts and service sales (1) 288,889 57,996 11,244 358,129 573,403 111,137 23,104 707,644 Finance, insurance and other, net (2) 97,442 15,617 1,997 115,056 193,629 29,880 3,869 227,378 Total revenues $ 2,168,001 $ 666,883 $ 108,578 $ 2,943,462 $ 4,256,487 $ 1,327,425 $ 219,576 $ 5,803,488 (1) The Company has applied the optional exemption not to disclose revenue related to remaining performance obligations on our maintenance and repair services as the duration of these contracts is less than one year. (2) Includes variable consideration recognized of $9.0 million and $2.2 million during the three months ended June 30, 2019 and 2018 , and $12.2 million and $5.7 million during the six months ended June 30, 2019 and 2018 , respectively, relating to performance obligations satisfied in previous periods on our retrospective commission income contracts. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Calculation of EPS | The following table sets forth the calculation of EPS for the three and six months ended June 30, 2019 and 2018 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Weighted average basic common shares outstanding 17,908 20,036 17,853 20,167 Dilutive effect of stock awards and employee stock purchases, net of assumed repurchase of treasury stock 22 10 25 9 Weighted average dilutive common shares 17,930 20,046 17,878 20,176 Basic Net income (loss) $ 49,225 $ 56,463 $ 87,873 $ 92,277 Less: Earnings (loss) allocated to participating securities 1,844 1,916 3,303 3,123 Net income (loss) available to basic common shares $ 47,381 $ 54,547 $ 84,570 $ 89,154 Basic earnings (loss) per common share $ 2.65 $ 2.72 $ 4.74 $ 4.42 Diluted Net income (loss) $ 49,225 $ 56,463 $ 87,873 $ 92,277 Less: Earnings (loss) allocated to participating securities 1,842 1,916 3,299 3,123 Net income (loss) available to diluted common shares $ 47,383 $ 54,547 $ 84,574 $ 89,154 Diluted earnings (loss) per common share $ 2.64 $ 2.72 $ 4.73 $ 4.42 |
Cash Flow Information (Tables)
Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Reconciliation of cash, cash equivalents, and restricted cash | The following table reconciles cash and cash equivalents reported on the Company’s Unaudited Condensed Consolidated Balances Sheets to the total amounts reported on the Company’s Unaudited Condensed Consolidated Statements of Cash flows (in thousands): June 30, 2019 December 31, 2018 Cash and cash equivalents $ 37,740 $ 15,932 Restricted cash, included in Prepaid expenses and other current assets and Other assets 3,800 2,788 Total cash, cash equivalents, and restricted cash $ 41,540 $ 18,720 |
Floorplan Notes Payable (Tables
Floorplan Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Line of Credit Facility [Abstract] | |
Schedule of Floorplan Notes Payable | The Company’s floorplan notes payable consisted of the following (in thousands): June 30, 2019 December 31, 2018 Revolving credit facility - floorplan notes payable $ 1,168,243 $ 1,251,402 Revolving credit facility - floorplan notes payable offset account (69,307 ) (33,637 ) Revolving credit facility - floorplan notes payable, net 1,098,936 1,217,765 Other non-manufacturer facilities 30,941 41,050 Floorplan notes payable - credit facility and other $ 1,129,877 $ 1,258,815 FMCC facility $ 177,673 $ 160,786 FMCC facility offset account (150 ) (100 ) FMCC facility, net 177,523 160,686 Other manufacturer affiliate facilities 248,963 257,138 Floorplan notes payable - manufacturer affiliates $ 426,486 $ 417,824 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of long-term debt | Long-term debt consisted of the following (in thousands): June 30, 2019 December 31, 2018 5.00% Senior Notes due June 1, 2022 (aggregate principal of $550,000) (1) $ 544,591 $ 543,730 5.25% Senior Notes due December 15, 2023 (aggregate principal of $300,000) (1) 297,035 296,735 Acquisition Line 38,113 31,842 Real estate related 402,828 420,022 Finance leases (2) 54,363 48,612 Other 30,338 33,515 Total debt 1,367,268 1,374,456 Less: current maturities of long-term debt and short-term financing 71,548 92,967 Long-term debt, net of current maturities $ 1,295,720 $ 1,281,489 (1) See Note 9 , “Financial Instruments and Fair Value Measurements” , for further discussion of the fair value. (2) Balances as of December 31, 2018 were unchanged under the optional transition method applied as part of the implementation of Topic 842. See Note 1 , “Interim Financial Information” and Note 11 , “Leases” for further information. |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying value and fair value of the Company’s fixed rate long-term debt | The carrying value and fair value of the Company’s fixed rate long-term debt were as follows at the dates indicated (in thousands): June 30, 2019 December 31, 2018 Carrying Value Fair Value Carrying Value Fair Value 5.00% Senior Notes $ 544,591 $ 556,930 $ 543,730 $ 521,626 5.25% Senior Notes 297,035 307,518 296,735 286,500 Real estate related 71,933 72,477 79,537 76,156 Total $ 913,559 $ 936,925 $ 920,002 $ 884,282 |
Asset and liabilities recorded at fair value | Assets and liabilities associated with interest rate derivative instruments, within Level 2 of the hierarchy framework, as reflected in the accompanying balance sheets were as follows (in thousands): June 30, 2019 December 31, 2018 Assets from interest rate risk management activities Prepaid expenses and other current assets $ — $ 444 Other assets 1,006 13,132 Total $ 1,006 $ 13,576 Liabilities from interest rate risk management activities Accrued expenses and other current liabilities $ 748 $ 115 Other liabilities 7,294 1,696 Total $ 8,042 $ 1,811 |
Impact of interest rate derivative instruments | The following tables present the impact of the Company’s interest rate derivative instruments (in thousands): Amount of Unrealized Income (Loss), Net of Tax, Recognized in Other Comprehensive Income (Loss) Six Months Ended June 30, Derivatives in Cash Flow Hedging Relationship 2019 2018 Interest rate derivative instruments $ (13,691 ) $ 11,305 Amount of Income (Loss) Reclassified from Other Comprehensive Income (Loss) into Statements of Operations Location of Income (Loss) Reclassified from Other Comprehensive Income (Loss) into Statements of Operations Six Months Ended June 30, 2019 2018 Floorplan interest expense, net $ 618 $ (2,999 ) Other interest expense, net $ 239 $ (390 ) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Components of operating and finance leases | Additional information of the Company’s operating and finance leases are as follows (in thousands, except for lease term and discount rate information): Leases Balance Sheet Classification June 30, 2019 Assets Operating Operating lease assets $ 202,719 Finance Property and equipment, net 48,461 Total $ 251,180 Liabilities Current Operating Current operating lease liabilities $ 23,504 Finance Current maturities of long-term debt 6,225 Noncurrent Operating Operating lease liabilities, net of current portion 193,421 Finance Long-term debt, net of current maturities 48,138 Total $ 271,288 |
Components of lease expense | Weighted-Average Lease Term and Discount Rate June 30, 2019 Weighted-average remaining lease terms Operating 11.3 years Financing 12.4 years Weighted-average discount rates Operating 6.0 % Financing 8.8 % Lease Expense Income Statement Classification Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating Selling, general and administrative expenses $ 10,249 $ 21,094 Variable Selling, general and administrative expenses 449 1,045 Sublease income Selling, general and administrative expenses (321 ) (641 ) Finance Amortization of lease assets Depreciation and amortization expense 1,263 2,386 Interest on lease liabilities Other interest expense, net 1,050 2,022 Net lease expense $ 12,690 $ 25,906 June 30, 2019 Maturities of Lease Liabilities Operating Leases Finance Leases 2019 (excluding the six months ended June 30, 2019) $ 16,297 $ 6,290 2020 37,710 7,630 2021 35,772 7,659 2022 31,370 7,553 2023 28,386 6,391 Thereafter 161,190 48,337 Total lease payments 310,725 83,860 Less: Interest (93,800 ) (29,497 ) Present value of lease liabilities $ 216,925 $ 54,363 |
Maturities of operating lease liabilities | June 30, 2019 Maturities of Lease Liabilities Operating Leases Finance Leases 2019 (excluding the six months ended June 30, 2019) $ 16,297 $ 6,290 2020 37,710 7,630 2021 35,772 7,659 2022 31,370 7,553 2023 28,386 6,391 Thereafter 161,190 48,337 Total lease payments 310,725 83,860 Less: Interest (93,800 ) (29,497 ) Present value of lease liabilities $ 216,925 $ 54,363 |
Maturities of finance lease liabilities | June 30, 2019 Maturities of Lease Liabilities Operating Leases Finance Leases 2019 (excluding the six months ended June 30, 2019) $ 16,297 $ 6,290 2020 37,710 7,630 2021 35,772 7,659 2022 31,370 7,553 2023 28,386 6,391 Thereafter 161,190 48,337 Total lease payments 310,725 83,860 Less: Interest (93,800 ) (29,497 ) Present value of lease liabilities $ 216,925 $ 54,363 |
Supplemental cash flow information related to leases | Other Information Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 21,166 Operating cash flows from finance leases $ 2,022 Financing cash flows from finance leases $ 1,996 Right-of-use assets obtained in exchange for lease obligations Operating leases, initial recognition $ 5,280 Operating leases, modifications and remeasurements $ (10,673 ) Finance leases, initial recognition $ 436 Finance leases, modifications and remeasurements $ 8,257 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Changes in the balances of each component of accumulated other comprehensive loss | Changes in the balances of each component of accumulated other comprehensive income (loss) for the six months ended June 30, 2019 and 2018 were as follows (in thousands): Six Months Ended June 30, 2019 Accumulated income (loss) on foreign currency translation Accumulated income (loss) on interest rate swaps Total Balance, December 31, 2018 $ (146,708 ) $ 8,936 $ (137,772 ) Other comprehensive income (loss) before reclassifications Pre-tax (413 ) (17,944 ) (18,357 ) Tax effect — 4,253 4,253 Amounts reclassified from accumulated other comprehensive income (loss) Floorplan interest expense (pre-tax) — (618 ) (618 ) Other interest expense, net (pre-tax) — (239 ) (239 ) Tax effect — 203 203 Net current period other comprehensive income (loss) (413 ) (14,345 ) (14,758 ) Balance, June 30, 2019 $ (147,121 ) $ (5,409 ) $ (152,530 ) Six Months Ended June 30, 2018 Accumulated income (loss) on foreign currency translation Accumulated income (loss) on interest rate swaps Total Balance, December 31, 2017 $ (122,552 ) $ (674 ) $ (123,226 ) Other comprehensive income (loss) before reclassifications Pre-tax (16,315 ) 14,875 (1,440 ) Tax effect — (3,570 ) (3,570 ) Amounts reclassified from accumulated other comprehensive income (loss) to Floorplan interest expense (pre-tax) — 2,999 2,999 Other interest expense (pre-tax) — 390 390 Realized gain on swap termination (pre-tax) — (918 ) (918 ) Tax effect — (593 ) (593 ) Net current period other comprehensive income (loss) (16,315 ) 13,183 (3,132 ) Balance, June 30, 2018 $ (138,867 ) $ 12,509 $ (126,358 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Reportable segment information | Reportable segment revenues and income (loss) before income taxes were as follows for the three and six months ended June 30, 2019 and 2018 (in thousands): Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 U.S. U.K. Brazil Total U.S. U.K. Brazil Total Total revenues $ 2,278,680 $ 614,434 $ 112,575 $ 3,005,689 $ 4,341,462 $ 1,256,592 $ 216,011 $ 5,814,065 Income (loss) before income taxes $ 63,843 $ (1,540 ) $ 930 $ 63,233 $ 110,210 $ 4,704 $ 495 $ 115,409 Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 U.S. U.K. Brazil Total U.S. U.K. Brazil Total Total revenues $ 2,168,001 $ 666,883 $ 108,578 $ 2,943,462 $ 4,256,487 $ 1,327,425 $ 219,576 $ 5,803,488 Income (loss) before income taxes $ 68,942 $ 6,016 $ 230 $ 75,188 $ 109,452 $ 11,753 $ 150 $ 121,355 |
Condensed Consolidating Finan_2
Condensed Consolidating Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed consolidating balance sheet | CONDENSED CONSOLIDATED BALANCE SHEET As of June 30, 2019 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company ASSETS CURRENT ASSETS Cash and cash equivalents $ — $ 8,933 $ 28,807 $ — $ 37,740 Contracts-in-transit and vehicle receivables, net — 189,490 63,039 — 252,529 Accounts and notes receivable, net — 144,432 44,057 — 188,489 Intercompany accounts receivable 38,113 15,165 — (53,278 ) — Inventories, net — 1,458,762 334,909 — 1,793,671 Prepaid expenses and other current assets 207 28,110 61,388 — 89,705 TOTAL CURRENT ASSETS 38,320 1,844,892 532,200 (53,278 ) 2,362,134 Property and equipment, net — 1,195,512 227,474 — 1,422,986 Operating lease assets — 122,336 80,383 — 202,719 Goodwill — 861,655 101,847 — 963,502 Intangible franchise rights — 224,392 35,148 — 259,540 Investment in subsidiaries 3,231,068 — — (3,231,068 ) — Other assets — 5,948 8,932 — 14,880 TOTAL ASSETS $ 3,269,388 $ 4,254,735 $ 985,984 $ (3,284,346 ) $ 5,225,761 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Floorplan notes payable — credit facility and other, net of offset account $ — $ 1,098,936 $ 30,941 $ — $ 1,129,877 Floorplan notes payable — manufacturer affiliates, net of offset account — 293,731 132,755 — 426,486 Current maturities of long-term debt — 48,754 22,794 — 71,548 Current operating lease liabilities — 17,098 6,406 — 23,504 Accounts payable — 223,755 262,153 — 485,908 Intercompany accounts payable 1,224,502 — 63,364 (1,287,866 ) — Accrued expenses and other current liabilities 165,118 32,899 — 198,017 TOTAL CURRENT LIABILITIES 1,224,502 1,847,392 551,312 (1,287,866 ) 2,335,340 Long-term debt, net of current maturities 879,739 313,092 102,889 — 1,295,720 Operating lease liabilities, net of current portion — 113,068 80,353 — 193,421 Deferred income taxes and other liabilities 1,082 229,932 6,201 — 237,215 STOCKHOLDERS’ EQUITY Group 1 stockholders’ equity 1,164,065 2,985,839 245,229 (3,231,068 ) 1,164,065 Intercompany note receivable — (1,234,588 ) — 1,234,588 — TOTAL STOCKHOLDERS’ EQUITY 1,164,065 1,751,251 245,229 (1,996,480 ) 1,164,065 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,269,388 $ 4,254,735 $ 985,984 $ (3,284,346 ) $ 5,225,761 CONDENSED CONSOLIDATED BALANCE SHEET 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, net of offset account $ — $ 1,217,765 $ 41,050 $ — $ 1,258,815 Floorplan notes payable — manufacturer affiliates, net of offset account — 276,762 141,062 — 417,824 Current maturities of long-term debt — 73,834 19,133 — 92,967 Accounts payable — 200,912 218,438 — 419,350 Intercompany accounts payable 1,164,949 — 53,478 (1,218,427 ) — Accrued expenses and other current liabilities — 164,998 32,611 — 197,609 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 Deferred income taxes and other liabilities 815 224,718 11,794 — 237,327 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 consolidating statements of income | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2019 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company Revenues $ — $ 2,278,681 $ 727,008 $ — $ 3,005,689 Cost of sales — 1,901,972 649,464 — 2,551,436 Gross profit — 376,709 77,544 — 454,253 Selling, general and administrative expenses 1,158 265,584 71,973 — 338,715 Depreciation and amortization expense — 14,178 3,686 — 17,864 Asset impairments — — 537 — 537 Income (loss) from operations (1,158 ) 96,947 1,348 — 97,137 Other income (expense) Floorplan interest expense — (14,000 ) (1,943 ) — (15,943 ) Other interest income (expense), net — (16,611 ) (1,350 ) — (17,961 ) Income (loss) before income taxes and equity in earnings of subsidiaries (1,158 ) 66,336 (1,945 ) — 63,233 Benefit (provision) for income taxes 239 (15,314 ) 1,067 — (14,008 ) Equity in earnings of subsidiaries 50,144 — — (50,144 ) — Net income (loss) $ 49,225 $ 51,022 $ (878 ) $ (50,144 ) $ 49,225 Comprehensive income (loss) (13,781 ) (9,761 ) (4,020 ) 13,781 (13,781 ) Comprehensive income (loss) attributable to parent $ 35,444 $ 41,261 $ (4,898 ) $ (36,363 ) $ 35,444 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2019 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company Revenues $ — $ 4,341,463 $ 1,472,602 $ — $ 5,814,065 Cost of sales — 3,617,837 1,310,472 — 4,928,309 Gross profit — 723,626 162,130 — 885,756 Selling, general and administrative expenses 3,049 517,628 145,746 — 666,423 Depreciation and amortization expense — 27,412 7,449 — 34,861 Asset impairments — — 537 — 537 Income (loss) from operations (3,049 ) 178,586 8,398 — 183,935 Other income (expense) Floorplan interest expense — (27,989 ) (3,657 ) — (31,646 ) Other interest income (expense), net — (33,786 ) (3,094 ) — (36,880 ) Income (loss) before income taxes and equity in earnings of subsidiaries (3,049 ) 116,811 1,647 — 115,409 Benefit (provision) for income taxes 729 (28,216 ) (49 ) — (27,536 ) Equity in earnings of subsidiaries 90,193 — — (90,193 ) — Net income (loss) $ 87,873 $ 88,595 $ 1,598 $ (90,193 ) $ 87,873 Comprehensive income (loss) (14,758 ) (14,345 ) (413 ) 14,758 (14,758 ) Comprehensive income (loss) attributable to parent $ 73,115 $ 74,250 $ 1,185 $ (75,435 ) $ 73,115 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2018 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company Revenues $ — $ 2,168,001 $ 775,461 $ — $ 2,943,462 Cost of sales — 1,817,331 687,968 — 2,505,299 Gross profit — 350,670 87,493 — 438,163 Selling, general and administrative expenses 635 231,923 75,534 — 308,092 Depreciation and amortization expense — 13,040 3,598 — 16,638 Asset impairments — 4,268 — — 4,268 Income (loss) from operations (635 ) 101,439 8,361 — 109,165 Other income (expense) Floorplan interest expense — (12,810 ) (1,753 ) — (14,563 ) Other interest income (expense), net — (17,331 ) (2,083 ) — (19,414 ) Income (loss) before income taxes and equity in earnings of subsidiaries (635 ) 71,298 4,525 — 75,188 Benefit (provision) for income taxes 153 (17,556 ) (1,322 ) — (18,725 ) Equity in earnings of subsidiaries 56,945 — — (56,945 ) — Net income (loss) $ 56,463 $ 53,742 $ 3,203 $ (56,945 ) $ 56,463 Comprehensive income (loss) — 3,778 (24,186 ) — (20,408 ) Comprehensive income (loss) attributable to parent $ 56,463 $ 57,520 $ (20,983 ) $ (56,945 ) $ 36,055 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2018 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company Revenues $ — $ 4,256,488 $ 1,547,000 $ — $ 5,803,488 Cost of sales — 3,570,133 1,375,429 — 4,945,562 Gross profit — 686,355 171,571 — 857,926 Selling, general and administrative expenses 2,403 481,088 148,948 — 632,439 Depreciation and amortization expense — 25,921 7,059 — 32,980 Asset impairments — 4,268 — — 4,268 Income (loss) from operations (2,403 ) 175,078 15,564 — 188,239 Other income (expense) Floorplan interest expense — (25,147 ) (3,503 ) — (28,650 ) Other interest income (expense), net — (34,348 ) (3,886 ) — (38,234 ) Income (loss) before income taxes and equity in earnings of subsidiaries (2,403 ) 115,583 8,175 — 121,355 Benefit (provision) for income taxes 577 (27,336 ) (2,319 ) — (29,078 ) Equity in earnings of subsidiaries 94,103 — — (94,103 ) — Net income (loss) $ 92,277 $ 88,247 $ 5,856 $ (94,103 ) $ 92,277 Comprehensive income (loss) — 13,183 (16,315 ) — (3,132 ) Comprehensive income (loss) attributable to parent $ 92,277 $ 101,430 $ (10,459 ) $ (94,103 ) $ 89,145 |
Condensed consolidating statement of cash flows | CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2019 (Unaudited, 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 $ 87,873 $ 126,869 $ 38,206 $ 252,948 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposition of franchises, property and equipment — 30,935 7,003 37,938 Purchases of property and equipment, including real estate — (91,528 ) (17,710 ) (109,238 ) Other (305 ) — — (305 ) Net cash provided by (used in) investing activities (305 ) (60,593 ) (10,707 ) (71,605 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on credit facility - floorplan line and other — 3,288,391 18,139 3,306,530 Repayments on credit facility - floorplan line and other — (3,396,863 ) (28,496 ) (3,425,359 ) Borrowings on credit facility - acquisition line 124,159 — — 124,159 Repayments on credit facility - acquisition line (117,934 ) — — (117,934 ) Debt issue costs — (3,056 ) — (3,056 ) Borrowings on other debt — 18,139 58,729 76,868 Principal payments on other debt — (28,834 ) (61,353 ) (90,187 ) Borrowings on debt related to real estate — 33,184 — 33,184 Principal payments on debt related to real estate, net of debt issue costs (47,938 ) (5,349 ) (53,287 ) Employee stock purchase plan purchases, net of employee tax withholdings 1,005 — — 1,005 Dividends paid (9,691 ) — — (9,691 ) Borrowings (repayments) with subsidiaries 65,852 (75,773 ) 9,921 — Investment in subsidiaries (150,959 ) 150,794 165 — Net cash provided by (used in) financing activities (87,568 ) (61,956 ) (8,244 ) (157,768 ) Effect of exchange rate changes on cash — — (755 ) (755 ) Net increase (decrease) in cash, cash equivalents, and restricted cash — 4,320 18,500 22,820 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 4,613 14,107 18,720 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 8,933 $ 32,607 $ 41,540 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2018 (Unaudited, 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 $ 92,277 $ 155,215 $ 15,614 $ 263,106 CASH FLOWS FROM INVESTING ACTIVITIES Cash paid in acquisitions, net of cash received — (31,144 ) (43,721 ) (74,865 ) Proceeds from disposition of franchises, property and equipment — 73,785 2,138 75,923 Purchases of property and equipment, including real estate — (56,116 ) (32,114 ) (88,230 ) Other (400 ) (255 ) — (655 ) Net cash provided by (used in) investing activities (400 ) (13,730 ) (73,697 ) (87,827 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on credit facility - floorplan line and other — 3,261,353 62,445 3,323,798 Repayments on credit facility - floorplan line and other — (3,412,939 ) (48,555 ) (3,461,494 ) Borrowings on credit facility - acquisition line 98,596 — — 98,596 Repayments on credit facility - acquisition line (84,884 ) — — (84,884 ) Borrowings on other debt — 60,081 51,061 111,142 Principal payments on other debt (24,741 ) (24,209 ) (26,834 ) (75,784 ) Borrowings on debt related to real estate — 42,656 12,055 54,711 Principal payments on debt related to real estate, net of debt issue costs — (54,144 ) (9,224 ) (63,368 ) Employee stock purchase plan purchases, net of employee tax withholdings 11 — — 11 Repurchases of common stock, amounts based on settlement date (51,276 ) — — (51,276 ) Proceeds from termination of mortgage swap — 918 — 918 Dividends paid (10,836 ) — — (10,836 ) Borrowings (repayments) with subsidiaries (35,703 ) 18,141 17,562 — Investment in subsidiaries 16,956 (34,762 ) 17,806 — Net cash provided by (used in) financing activities (91,877 ) (142,905 ) 76,316 (158,466 ) Effect of exchange rate changes on cash — — (2,812 ) (2,812 ) Net increase (decrease) in cash, cash equivalents, and restricted cash — (1,420 ) 15,421 14,001 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 10,096 19,535 29,631 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 8,676 $ 34,956 $ 43,632 |
Interim Financial Information -
Interim Financial Information - Business and Organization (Details) | Jun. 30, 2019townstatesinternational_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 | 116 |
United Kingdom | |
Business And Organization [Line Items] | |
Number of towns in which the entity operates | town | 32 |
Number of dealerships | 45 |
Brazil | |
Business And Organization [Line Items] | |
Number of states in which the entity operates | states | 3 |
Number of dealerships | 17 |
Interim Financial Information_2
Interim Financial Information - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease liability | $ 216,925 | |
Operating lease assets | $ 202,719 | |
Topic 842 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease liability | $ 236,700 | |
Operating lease assets | 222,600 | |
Cumulative-effect adjustment | 6,061 | |
Topic 842 | Retained Earnings | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative-effect adjustment | $ 6,061 |
Revenue - Revenues Disaggregate
Revenue - Revenues Disaggregated by Revenue Source and Geographical Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 3,005,689 | $ 2,943,462 | $ 5,814,065 | $ 5,803,488 |
U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,278,680 | 2,168,001 | 4,341,462 | 4,256,487 |
U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 614,434 | 666,883 | 1,256,592 | 1,327,425 |
Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 112,575 | 108,578 | 216,011 | 219,576 |
Total new and used vehicle sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,500,267 | 2,470,277 | 4,826,093 | 4,868,466 |
Total new and used vehicle sales | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,858,529 | 1,781,670 | 3,527,516 | 3,489,455 |
Total new and used vehicle sales | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 543,113 | 593,270 | 1,110,506 | 1,186,408 |
Total new and used vehicle sales | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 98,625 | 95,337 | 188,071 | 192,603 |
New vehicle retail sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,565,375 | 1,555,570 | 2,979,860 | 3,069,160 |
New vehicle retail sales | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,188,792 | 1,146,882 | 2,220,534 | 2,236,835 |
New vehicle retail sales | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 302,224 | 338,635 | 620,795 | 693,039 |
New vehicle retail sales | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 74,359 | 70,053 | 138,531 | 139,286 |
Used vehicle retail sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 838,896 | 821,853 | 1,658,099 | 1,602,423 |
Used vehicle retail sales | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 625,452 | 592,007 | 1,219,870 | 1,155,837 |
Used vehicle retail sales | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 194,007 | 208,108 | 397,568 | 400,657 |
Used vehicle retail sales | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 19,437 | 21,738 | 40,661 | 45,929 |
Used vehicle wholesale sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 95,996 | 92,854 | 188,134 | 196,883 |
Used vehicle wholesale sales | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 44,285 | 42,781 | 87,112 | 96,783 |
Used vehicle wholesale sales | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 46,882 | 46,527 | 92,143 | 92,712 |
Used vehicle wholesale sales | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,829 | 3,546 | 8,879 | 7,388 |
Parts and service sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 378,167 | 358,129 | 747,341 | 707,644 |
Parts and service sales | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 309,645 | 288,889 | 607,247 | 573,403 |
Parts and service sales | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 56,360 | 57,996 | 115,926 | 111,137 |
Parts and service sales | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,162 | 11,244 | 24,168 | 23,104 |
Finance, insurance and other, net | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 127,255 | 115,056 | 240,631 | 227,378 |
Variable consideration recognized relating to performance obligations satisfied in previous period | 9,000 | 2,200 | 12,200 | 5,700 |
Finance, insurance and other, net | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 110,506 | 97,442 | 206,699 | 193,629 |
Finance, insurance and other, net | U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 14,961 | 15,617 | 30,160 | 29,880 |
Finance, insurance and other, net | Brazil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,788 | $ 1,997 | $ 3,772 | $ 3,869 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Service and Insurance Contracts | Prepaid Expenses and Other Current Assets | ||
Disaggregation of Revenue [Line Items] | ||
Contract assets associated with revenue | $ 20.3 | $ 14.6 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2019USD ($)franchisedealership | Jun. 30, 2018USD ($)franchisedealership | |
Acquisitions and Dispositions (Textual) [Abstract] | ||
Aggregate consideration paid | $ | $ 80 | |
Cash received in acquisition | $ | 5.1 | |
Number of dealerships disposed | dealership | 1 | |
Number of franchises disposed | 1 | |
Net gain on dispositions | $ | $ 5.4 | $ 20.1 |
U.S. | ||
Acquisitions and Dispositions (Textual) [Abstract] | ||
Number of dealerships opened | dealership | 1 | 1 |
Number of franchises awarded | 1 | |
Number of dealerships acquired | dealership | 2 | |
Number of franchises acquired | 2 | |
Number of dealerships disposed | dealership | 3 | |
Number of franchises disposed | 6 | 2 |
U.K. | ||
Acquisitions and Dispositions (Textual) [Abstract] | ||
Number of franchises awarded | 1 | 8 |
Number of dealerships acquired | dealership | 1 | 5 |
Number of franchises added | 1 | |
Number of dealerships disposed | 3 | 1 |
Number of franchises disposed | 4 | |
Brazil | ||
Acquisitions and Dispositions (Textual) [Abstract] | ||
Number of dealerships acquired | dealership | 1 | |
Number of franchises acquired | 1 |
Equity - Narrative (Details)
Equity - Narrative (Details) - Performance Award - Long Term Incentive Plan | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Stock-based Compensation Plans (Textual) [Abstract] | |
Awards granted to employees (in shares) | shares | 30,555 |
Weighted average grant fair value of awards granted to employees (in dollars per share) | $ / shares | $ 67.17 |
Performance period (in years) | 2 years |
Vesting period (in years) | 3 years |
Percent of granted shares that may be earned (up to) | 200.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Basic and Diluted Earnings per share | ||||
Weighted average basic common shares outstanding (in shares) | 17,908 | 20,036 | 17,853 | 20,167 |
Dilutive effect of employee stock purchases, net of assumed repurchase of treasury stock (in shares) | 22 | 10 | 25 | 9 |
Weighted average dilutive common shares (in shares) | 17,930 | 20,046 | 17,878 | 20,176 |
Basic | ||||
Net income (loss) | $ 49,225 | $ 56,463 | $ 87,873 | $ 92,277 |
Less: Earnings (loss) allocated to participating securities | 1,844 | 1,916 | 3,303 | 3,123 |
Net income (loss) available to basic common shares | $ 47,381 | $ 54,547 | $ 84,570 | $ 89,154 |
Basic earnings (loss) per common share (in dollars per share) | $ 2.65 | $ 2.72 | $ 4.74 | $ 4.42 |
Diluted | ||||
Net income (loss) | $ 49,225 | $ 56,463 | $ 87,873 | $ 92,277 |
Less: Earnings (loss) allocated to participating securities | 1,842 | 1,916 | 3,299 | 3,123 |
Net income (loss) available to diluted common shares | $ 47,383 | $ 54,547 | $ 84,574 | $ 89,154 |
Diluted earnings (loss) per common share (in dollars per share) | $ 2.64 | $ 2.72 | $ 4.73 | $ 4.42 |
Cash Flow Information (Details)
Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | ||||
Finance percentage (up to) | 85.00% | |||
Cash and cash equivalents | $ 37,740 | $ 15,932 | ||
Restricted cash, included in Prepaid expenses and other current assets and Other assets | 3,800 | 2,788 | ||
Total cash, cash equivalents, and restricted cash | 41,540 | $ 43,632 | $ 18,720 | $ 29,631 |
Accrued purchase of property and equipment, including real estate | 5,800 | 8,600 | ||
Cash paid for interest | 64,400 | 62,900 | ||
Cash paid for taxes, net of refunds | $ 19,400 | $ 12,800 |
Floorplan Notes Payable - Sched
Floorplan Notes Payable - Schedule of Floorplan Notes Payable (Details) - Line of credit - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Revolving credit facility - floorplan notes payable | ||
Line of Credit Facility [Line Items] | ||
Long-term debt, gross | $ 1,168,243 | $ 1,251,402 |
Long-term debt, offset | (69,307) | (33,637) |
Long-term debt | 1,098,936 | 1,217,765 |
Other non-manufacturer facilities | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | 30,941 | 41,050 |
Floorplan notes payable - credit facility and other | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | 1,129,877 | 1,258,815 |
FMCC facility | ||
Line of Credit Facility [Line Items] | ||
Long-term debt, gross | 177,673 | 160,786 |
Long-term debt, offset | (150) | (100) |
Long-term debt | 177,523 | 160,686 |
Other manufacturer affiliate facilities | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | 248,963 | 257,138 |
Floorplan notes payable - manufacturer affiliates | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 426,486 | $ 417,824 |
Floorplan Notes Payable (Detail
Floorplan Notes Payable (Details) | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 27, 2019financial_institution | Dec. 31, 2018USD ($) | |
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 1,800,000,000 | ||
Unamortized discount | 5,200,000 | ||
FMCC facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 300,000,000 | ||
Interest rate (as a percentage) | 7.00% | ||
Basis spread on variable rate (as a percentage) | 1.50% | ||
Other Credit Facilities | |||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 249,000,000 | ||
Floorplan Line | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 1,750,000,000 | ||
Outstanding balance | $ 1,100,000,000 | ||
Number of financial institutions | financial_institution | 23 | ||
Weighted average interest rate (as a percentage) | 3.50% | ||
Commitment fee (as a percentage) | 0.15% | ||
Acquisition Line | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 360,000,000 | ||
Outstanding balance | 38,113,000 | $ 31,842,000 | |
Minimum borrowing capacity | $ 50,000,000 | ||
Interest rate (as a percentage) | 1.95% | ||
Acquisition Line | Minimum | |||
Line of Credit Facility [Line Items] | |||
Commitment fee (as a percentage) | 0.15% | ||
Acquisition Line | Maximum | |||
Line of Credit Facility [Line Items] | |||
Commitment fee (as a percentage) | 0.40% | ||
UK Credit Facilities | |||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 116,600,000 | ||
UK Credit Facilities | Minimum | |||
Line of Credit Facility [Line Items] | |||
Interest rate (as a percentage) | 1.40% | ||
UK Credit Facilities | Maximum | |||
Line of Credit Facility [Line Items] | |||
Interest rate (as a percentage) | 4.30% | ||
Brazilian Credit Facilities | |||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 16,200,000 | ||
Brazilian Credit Facilities | Minimum | |||
Line of Credit Facility [Line Items] | |||
Interest rate (as a percentage) | 10.80% | ||
Brazilian Credit Facilities | Maximum | |||
Line of Credit Facility [Line Items] | |||
Interest rate (as a percentage) | 14.70% | ||
Rental Vehicles Financed through Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 116,200,000 | ||
Rental Vehicles Financed through Credit Facility | Maximum | |||
Line of Credit Facility [Line Items] | |||
Interest rate (as a percentage) | 7.00% | ||
LIBOR | New Vehicles | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percentage) | 1.10% | ||
LIBOR | Used Vehicles | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percentage) | 1.40% | ||
LIBOR | Acquisition Line | Minimum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percentage) | 1.00% | ||
LIBOR | Acquisition Line | Maximum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percentage) | 2.00% |
Debt - Composition of Long-Term
Debt - Composition of Long-Term Debt (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Real estate related and other long-term debt | $ 30,338,000 | $ 33,515,000 |
Finance leases | 54,363,000 | |
Finance leases | 48,612,000 | |
Long-term debt | 1,367,268,000 | 1,374,456,000 |
Less: current maturities of long-term debt | 71,548,000 | 92,967,000 |
Long-term debt, net of current maturities | 1,295,720,000 | 1,281,489,000 |
Acquisition Line | ||
Debt Instrument [Line Items] | ||
Acquisition line | 38,113,000 | 31,842,000 |
5.00% Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 544,591,000 | 543,730,000 |
Interest rate (as a percentage) | 5.00% | |
Aggregate principal amount | $ 550,000,000 | 550,000,000 |
5.25% Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 297,035,000 | 296,735,000 |
Interest rate (as a percentage) | 5.25% | |
Aggregate principal amount | $ 300,000,000 | 300,000,000 |
Real estate related | ||
Debt Instrument [Line Items] | ||
Real estate related and other long-term debt | $ 402,828,000 | $ 420,022,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Real estate related | ||
Debt Instrument [Line Items] | ||
Borrowings outstanding | $ 402,800 | |
U.S. Notes | ||
Debt Instrument [Line Items] | ||
Borrowings outstanding | 330,700 | |
U.K. Notes | ||
Debt Instrument [Line Items] | ||
Borrowings outstanding | 70,000 | |
Brazil Note | ||
Debt Instrument [Line Items] | ||
Borrowings outstanding | $ 2,100 | |
5.00% Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percentage) | 5.00% | |
5.25% Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percentage) | 5.25% | |
Acquisition Line | ||
Debt Instrument [Line Items] | ||
Acquisition line | $ 38,113 | $ 31,842 |
Interest rate (as a percentage) | 1.95% | |
Minimum | U.S. Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percentage) | 3.25% | |
Basis spread on variable rate (as a percentage) | 1.50% | |
Maximum | U.S. Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percentage) | 4.69% | |
Basis spread on variable rate (as a percentage) | 2.25% |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Schedule of Long-term Debt Carrying Value and Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Carrying Value | ||
Debt Instrument [Line Items] | ||
Debt, fair value | $ 913,559 | $ 920,002 |
Carrying Value | 5.00% Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt, fair value | 544,591 | 543,730 |
Carrying Value | 5.25% Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt, fair value | 297,035 | 296,735 |
Carrying Value | Real estate related | ||
Debt Instrument [Line Items] | ||
Debt, fair value | 71,933 | 79,537 |
Fair Value | ||
Debt Instrument [Line Items] | ||
Debt, fair value | 936,925 | 884,282 |
Fair Value | 5.00% Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt, fair value | 556,930 | 521,626 |
Fair Value | 5.25% Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt, fair value | 307,518 | 286,500 |
Fair Value | Real estate related | ||
Debt Instrument [Line Items] | ||
Debt, fair value | $ 72,477 | $ 76,156 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019USD ($)swap | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)swap | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Gain (loss) related to hedge ineffectiveness | $ 0 | $ 0 | $ 0 | $ 0 | |
Increase (decrease) in floor plan interest expense due to impact of interest rate hedges | (400,000) | $ 1,400,000 | (900,000) | $ 3,400,000 | |
Maximum notional value of derivatives in effect at any time | 901,600,000 | 901,600,000 | |||
Accumulated unrealized gains (losses), net of income taxes | 5,400,000 | 5,400,000 | |||
Accumulated unrealized gains (losses), net of income taxes | $ 12,500,000 | ||||
Amount expected to be reclassified from other comprehensive loss into earnings | $ 700,000 | $ 700,000 | |||
Interest Rate Swaps | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Number of additional forward interest rate swaps | swap | 26 | 26 | |||
Notional value | $ 901,600,000 | $ 901,600,000 | |||
Weighted average interest rate | 2.30% | 2.30% | |||
Forward Interest Rate Swaps | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Number of additional forward interest rate swaps | swap | 5 | 5 | |||
Notional value | $ 325,000,000 | $ 325,000,000 | |||
Weighted average interest rate | 1.90% | 1.90% |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements - Assets and Liabilities Associated with Interest Rate Derivatives (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Prepaid expenses and other current assets | $ 0 | $ 444 |
Other assets | 1,006 | 13,132 |
Total | 1,006 | 13,576 |
Accrued expenses and other current liabilities | 748 | 115 |
Other liabilities | 7,294 | 1,696 |
Total | $ 8,042 | $ 1,811 |
Financial Instruments and Fai_6
Financial Instruments and Fair Value Measurements - Impact of Interest Rate Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Derivative [Line Items] | ||||
Amount of unrealized income (loss), net of tax, recognized in other comprehensive (loss) income | $ (9,454) | $ 3,414 | $ (13,691) | $ 11,305 |
Amount of income (loss) reclassified from other comprehensive (loss) income into statements of operations | $ 307 | $ (1,062) | 654 | (2,576) |
Floorplan interest expense, net | ||||
Derivative [Line Items] | ||||
Amount of income (loss) reclassified from other comprehensive (loss) income into statements of operations | 618 | |||
Amount of income (loss) reclassified from other comprehensive (loss) income into statements of operations | (2,999) | |||
Other interest expense, net | ||||
Derivative [Line Items] | ||||
Amount of income (loss) reclassified from other comprehensive (loss) income into statements of operations | $ 239 | |||
Amount of income (loss) reclassified from other comprehensive (loss) income into statements of operations | $ (390) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2019USD ($) |
Lease Guarantee | |
Loss Contingencies [Line Items] | |
Lessee rental payment obligations | $ 41.5 |
Leases - Components of Operatin
Leases - Components of Operating and Finance Leases (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Assets | |
Operating | $ 202,719 |
Finance | 48,461 |
Total | 251,180 |
Current | |
Operating | 23,504 |
Finance | 6,225 |
Noncurrent | |
Operating | 193,421 |
Finance | 48,138 |
Total | $ 271,288 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Lease Expense | ||
Operating | $ 10,249 | $ 21,094 |
Variable | 449 | 1,045 |
Sublease income | (321) | (641) |
Finance: | ||
Amortization of lease assets | 1,263 | 2,386 |
Interest on lease liabilities | 1,050 | 2,022 |
Net lease expense | $ 12,690 | $ 25,906 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating Leases | |
2019 (excluding the six months ended June 30, 2019) | $ 16,297 |
2020 | 37,710 |
2021 | 35,772 |
2022 | 31,370 |
2023 | 28,386 |
Thereafter | 161,190 |
Total lease payments | 310,725 |
Less: Interest | (93,800) |
Present value of lease liabilities | 216,925 |
Finance Leases | |
2019 (excluding the six months ended June 30, 2019) | 6,290 |
2020 | 7,630 |
2021 | 7,659 |
2022 | 7,553 |
2023 | 6,391 |
Thereafter | 48,337 |
Total lease payments | 83,860 |
Less: Interest | (29,497) |
Present value of lease liabilities | $ 54,363 |
Leases - Weighted-Average Lease
Leases - Weighted-Average Lease Term and Discount Rate (Details) | Jun. 30, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease terms for operating leases | 11 years 3 months 18 days |
Weighted-average remaining lease terms for finance leases | 12 years 4 months 24 days |
Weighted-average discount rates used to determine operating lease liabilities | 6.00% |
Weighted-average discount rates used to determine finance lease liabilities | 8.80% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ 21,166 |
Operating cash flows from finance leases | 2,022 |
Financing cash flows from finance leases | 1,996 |
Right-of-use assets obtained in exchange for lease obligations | |
Operating leases, initial recognition | 5,280 |
Operating leases, modifications and remeasurements | (10,673) |
Finance leases, initial recognition | 436 |
Finance leases, modifications and remeasurements | $ 8,257 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
BALANCE | $ 1,127,713 | $ 1,178,079 | $ 1,095,694 | $ 1,124,282 |
Other comprehensive income (loss) before reclassifications | ||||
Pre-tax | (18,357) | (1,440) | ||
Tax effect | 4,253 | (3,570) | ||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||
Tax effect | 203 | (593) | ||
Net current period other comprehensive income (loss) | (13,781) | (20,408) | (14,758) | (3,132) |
BALANCE | 1,164,065 | 1,172,612 | 1,164,065 | 1,172,612 |
Floorplan interest expense (pre-tax) | ||||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||
Pre-tax | (618) | 2,999 | ||
Other interest expense, net (pre-tax) | ||||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||
Pre-tax | (239) | 390 | ||
Realized gain on swap termination (pre-tax) | ||||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||
Pre-tax | (918) | |||
Accumulated other comprehensive income (loss) | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
BALANCE | (138,749) | (105,950) | (137,772) | (123,226) |
Amounts reclassified from accumulated other comprehensive income (loss) | ||||
Net current period other comprehensive income (loss) | (13,781) | (20,408) | (14,758) | (3,132) |
BALANCE | (152,530) | (126,358) | (152,530) | (126,358) |
Accumulated income (loss) on foreign currency translation | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
BALANCE | (146,708) | (122,552) | ||
Other comprehensive income (loss) before reclassifications | ||||
Pre-tax | (413) | (16,315) | ||
Tax effect | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||
Tax effect | 0 | 0 | ||
Net current period other comprehensive income (loss) | (413) | (16,315) | ||
BALANCE | (147,121) | (138,867) | (147,121) | (138,867) |
Accumulated income (loss) on foreign currency translation | Floorplan interest expense (pre-tax) | ||||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||
Pre-tax | 0 | 0 | ||
Accumulated income (loss) on foreign currency translation | Other interest expense, net (pre-tax) | ||||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||
Pre-tax | 0 | 0 | ||
Accumulated income (loss) on foreign currency translation | Realized gain on swap termination (pre-tax) | ||||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||
Pre-tax | 0 | |||
Accumulated income (loss) on interest rate swaps | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
BALANCE | 8,936 | (674) | ||
Other comprehensive income (loss) before reclassifications | ||||
Pre-tax | (17,944) | 14,875 | ||
Tax effect | 4,253 | (3,570) | ||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||
Tax effect | 203 | (593) | ||
Net current period other comprehensive income (loss) | (14,345) | 13,183 | ||
BALANCE | $ (5,409) | $ 12,509 | (5,409) | 12,509 |
Accumulated income (loss) on interest rate swaps | Floorplan interest expense (pre-tax) | ||||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||
Pre-tax | (618) | 2,999 | ||
Accumulated income (loss) on interest rate swaps | Other interest expense, net (pre-tax) | ||||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||
Pre-tax | $ (239) | 390 | ||
Accumulated income (loss) on interest rate swaps | Realized gain on swap termination (pre-tax) | ||||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||
Pre-tax | $ (918) |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Jun. 30, 2019segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Reportabl
Segment Information - Reportable Segment Revenue, Income (Loss) Before Income Taxes, (Provision) Benefit for Income Taxes and Net Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 3,005,689 | $ 2,943,462 | $ 5,814,065 | $ 5,803,488 |
Income (loss) before income taxes | 63,233 | 75,188 | 115,409 | 121,355 |
U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,278,680 | 2,168,001 | 4,341,462 | 4,256,487 |
Income (loss) before income taxes | 63,843 | 68,942 | 110,210 | 109,452 |
U.K. | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 614,434 | 666,883 | 1,256,592 | 1,327,425 |
Income (loss) before income taxes | (1,540) | 6,016 | 4,704 | 11,753 |
Brazil | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 112,575 | 108,578 | 216,011 | 219,576 |
Income (loss) before income taxes | $ 930 | $ 230 | $ 495 | $ 150 |
Condensed Consolidating Finan_3
Condensed Consolidating Financial Information - Narrative (Details) | Jun. 30, 2019 |
5.00% Senior Notes | |
Condensed Financial Statements, Captions [Line Items] | |
Interest rate (as a percentage) | 5.00% |
Condensed Consolidating Finan_4
Condensed Consolidating Financial Information - Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||||||
Cash and cash equivalents | $ 37,740 | $ 15,932 | ||||
Contracts-in-transit and vehicle receivables, net | 252,529 | 265,660 | ||||
Accounts and notes receivable, net of allowance | 188,489 | 193,981 | ||||
Intercompany accounts receivable | 0 | 0 | ||||
Inventories, net | 1,793,671 | 1,844,059 | ||||
Prepaid expenses and other current assets | 89,705 | 82,734 | ||||
TOTAL CURRENT ASSETS | 2,362,134 | 2,402,366 | ||||
Property and equipment, net of accumulated depreciation | 1,422,986 | 1,347,835 | ||||
Operating lease assets | 202,719 | |||||
Goodwill | 963,502 | 963,925 | ||||
Intangible franchise rights | 259,540 | 259,630 | ||||
Investment in subsidiaries | 0 | 0 | ||||
Other assets | 14,880 | 27,319 | ||||
TOTAL ASSETS | 5,225,761 | 5,001,075 | ||||
CURRENT LIABILITIES | ||||||
Floorplan notes payable - credit facility and other, net of offset account | 1,129,877 | 1,258,815 | ||||
Floorplan notes payable — manufacturer affiliates, net of offset account | 426,486 | 417,824 | ||||
Current maturities of long-term debt | 71,548 | 92,967 | ||||
Current operating lease liabilities | 23,504 | |||||
Accounts payable | 485,908 | 419,350 | ||||
Intercompany accounts payable | 0 | 0 | ||||
Accrued expenses and other current liabilities | 198,017 | 197,609 | ||||
TOTAL CURRENT LIABILITIES | 2,335,340 | 2,386,565 | ||||
Long-term debt, net of current maturities | 1,295,720 | 1,281,489 | ||||
Operating lease liabilities, net of current portion | 193,421 | |||||
Deferred income taxes and other liabilities | 237,215 | 237,327 | ||||
STOCKHOLDERS’ EQUITY | ||||||
Group 1 stockholders’ equity | 1,164,065 | $ 1,127,713 | 1,095,694 | $ 1,172,612 | $ 1,178,079 | $ 1,124,282 |
Intercompany note receivable | 0 | 0 | ||||
TOTAL STOCKHOLDERS’ EQUITY | 1,164,065 | 1,095,694 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 5,225,761 | 5,001,075 | ||||
Elimination | ||||||
CURRENT ASSETS | ||||||
Cash and cash equivalents | 0 | 0 | ||||
Contracts-in-transit and vehicle receivables, net | 0 | 0 | ||||
Accounts and notes receivable, net of allowance | 0 | 0 | ||||
Intercompany accounts receivable | (53,278) | (53,478) | ||||
Inventories, net | 0 | 0 | ||||
Prepaid expenses and other current assets | 0 | 0 | ||||
TOTAL CURRENT ASSETS | (53,278) | (53,478) | ||||
Property and equipment, net of accumulated depreciation | 0 | 0 | ||||
Operating lease assets | 0 | |||||
Goodwill | 0 | 0 | ||||
Intangible franchise rights | 0 | 0 | ||||
Investment in subsidiaries | (3,231,068) | (3,100,931) | ||||
Other assets | 0 | 0 | ||||
TOTAL ASSETS | (3,284,346) | (3,154,409) | ||||
CURRENT LIABILITIES | ||||||
Floorplan notes payable - credit facility and other, net of offset account | 0 | 0 | ||||
Floorplan notes payable — manufacturer affiliates, net of offset account | 0 | 0 | ||||
Current maturities of long-term debt | 0 | 0 | ||||
Current operating lease liabilities | 0 | |||||
Accounts payable | 0 | 0 | ||||
Intercompany accounts payable | (1,287,866) | (1,218,427) | ||||
Accrued expenses and other current liabilities | 0 | 0 | ||||
TOTAL CURRENT LIABILITIES | (1,287,866) | (1,218,427) | ||||
Long-term debt, net of current maturities | 0 | 0 | ||||
Operating lease liabilities, net of current portion | 0 | |||||
Deferred income taxes and other liabilities | 0 | 0 | ||||
STOCKHOLDERS’ EQUITY | ||||||
Group 1 stockholders’ equity | (3,231,068) | (3,100,931) | ||||
Intercompany note receivable | 1,234,588 | 1,164,949 | ||||
TOTAL STOCKHOLDERS’ EQUITY | (1,996,480) | (1,935,982) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | (3,284,346) | (3,154,409) | ||||
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 of allowance | 0 | 0 | ||||
Intercompany accounts receivable | 38,113 | 31,842 | ||||
Inventories, net | 0 | 0 | ||||
Prepaid expenses and other current assets | 207 | 992 | ||||
TOTAL CURRENT ASSETS | 38,320 | 32,834 | ||||
Property and equipment, net of accumulated depreciation | 0 | 0 | ||||
Operating lease assets | 0 | |||||
Goodwill | 0 | 0 | ||||
Intangible franchise rights | 0 | 0 | ||||
Investment in subsidiaries | 3,231,068 | 3,100,931 | ||||
Other assets | 0 | 0 | ||||
TOTAL ASSETS | 3,269,388 | 3,133,765 | ||||
CURRENT LIABILITIES | ||||||
Floorplan notes payable - credit facility and other, net of offset account | 0 | 0 | ||||
Floorplan notes payable — manufacturer affiliates, net of offset account | 0 | 0 | ||||
Current maturities of long-term debt | 0 | 0 | ||||
Current operating lease liabilities | 0 | |||||
Accounts payable | 0 | 0 | ||||
Intercompany accounts payable | 1,224,502 | 1,164,949 | ||||
Accrued expenses and other current liabilities | 0 | |||||
TOTAL CURRENT LIABILITIES | 1,224,502 | 1,164,949 | ||||
Long-term debt, net of current maturities | 879,739 | 872,307 | ||||
Operating lease liabilities, net of current portion | 0 | |||||
Deferred income taxes and other liabilities | 1,082 | 815 | ||||
STOCKHOLDERS’ EQUITY | ||||||
Group 1 stockholders’ equity | 1,164,065 | 1,095,694 | ||||
Intercompany note receivable | 0 | 0 | ||||
TOTAL STOCKHOLDERS’ EQUITY | 1,164,065 | 1,095,694 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 3,269,388 | 3,133,765 | ||||
Guarantor Subsidiaries | Reportable Legal Entities | ||||||
CURRENT ASSETS | ||||||
Cash and cash equivalents | 8,933 | 4,613 | ||||
Contracts-in-transit and vehicle receivables, net | 189,490 | 232,095 | ||||
Accounts and notes receivable, net of allowance | 144,432 | 153,871 | ||||
Intercompany accounts receivable | 15,165 | 21,636 | ||||
Inventories, net | 1,458,762 | 1,468,422 | ||||
Prepaid expenses and other current assets | 28,110 | 32,118 | ||||
TOTAL CURRENT ASSETS | 1,844,892 | 1,912,755 | ||||
Property and equipment, net of accumulated depreciation | 1,195,512 | 1,124,559 | ||||
Operating lease assets | 122,336 | |||||
Goodwill | 861,655 | 861,628 | ||||
Intangible franchise rights | 224,392 | 224,394 | ||||
Investment in subsidiaries | 0 | 0 | ||||
Other assets | 5,948 | 16,165 | ||||
TOTAL ASSETS | 4,254,735 | 4,139,501 | ||||
CURRENT LIABILITIES | ||||||
Floorplan notes payable - credit facility and other, net of offset account | 1,098,936 | 1,217,765 | ||||
Floorplan notes payable — manufacturer affiliates, net of offset account | 293,731 | 276,762 | ||||
Current maturities of long-term debt | 48,754 | 73,834 | ||||
Current operating lease liabilities | 17,098 | |||||
Accounts payable | 223,755 | 200,912 | ||||
Intercompany accounts payable | 0 | 0 | ||||
Accrued expenses and other current liabilities | 165,118 | 164,998 | ||||
TOTAL CURRENT LIABILITIES | 1,847,392 | 1,934,271 | ||||
Long-term debt, net of current maturities | 313,092 | 294,388 | ||||
Operating lease liabilities, net of current portion | 113,068 | |||||
Deferred income taxes and other liabilities | 229,932 | 224,718 | ||||
STOCKHOLDERS’ EQUITY | ||||||
Group 1 stockholders’ equity | 2,985,839 | 2,851,073 | ||||
Intercompany note receivable | (1,234,588) | (1,164,949) | ||||
TOTAL STOCKHOLDERS’ EQUITY | 1,751,251 | 1,686,124 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 4,254,735 | 4,139,501 | ||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||||
CURRENT ASSETS | ||||||
Cash and cash equivalents | 28,807 | 11,319 | ||||
Contracts-in-transit and vehicle receivables, net | 63,039 | 33,565 | ||||
Accounts and notes receivable, net of allowance | 44,057 | 40,110 | ||||
Intercompany accounts receivable | 0 | 0 | ||||
Inventories, net | 334,909 | 375,637 | ||||
Prepaid expenses and other current assets | 61,388 | 49,624 | ||||
TOTAL CURRENT ASSETS | 532,200 | 510,255 | ||||
Property and equipment, net of accumulated depreciation | 227,474 | 223,276 | ||||
Operating lease assets | 80,383 | |||||
Goodwill | 101,847 | 102,297 | ||||
Intangible franchise rights | 35,148 | 35,236 | ||||
Investment in subsidiaries | 0 | 0 | ||||
Other assets | 8,932 | 11,154 | ||||
TOTAL ASSETS | 985,984 | 882,218 | ||||
CURRENT LIABILITIES | ||||||
Floorplan notes payable - credit facility and other, net of offset account | 30,941 | 41,050 | ||||
Floorplan notes payable — manufacturer affiliates, net of offset account | 132,755 | 141,062 | ||||
Current maturities of long-term debt | 22,794 | 19,133 | ||||
Current operating lease liabilities | 6,406 | |||||
Accounts payable | 262,153 | 218,438 | ||||
Intercompany accounts payable | 63,364 | 53,478 | ||||
Accrued expenses and other current liabilities | 32,899 | 32,611 | ||||
TOTAL CURRENT LIABILITIES | 551,312 | 505,772 | ||||
Long-term debt, net of current maturities | 102,889 | 114,794 | ||||
Operating lease liabilities, net of current portion | 80,353 | |||||
Deferred income taxes and other liabilities | 6,201 | 11,794 | ||||
STOCKHOLDERS’ EQUITY | ||||||
Group 1 stockholders’ equity | 245,229 | 249,858 | ||||
Intercompany note receivable | 0 | 0 | ||||
TOTAL STOCKHOLDERS’ EQUITY | 245,229 | 249,858 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 985,984 | $ 882,218 |
Condensed Consolidating Finan_5
Condensed Consolidating Financial Information - Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | $ 3,005,689 | $ 2,943,462 | $ 5,814,065 | $ 5,803,488 |
Cost of sales | 2,551,436 | 2,505,299 | 4,928,309 | 4,945,562 |
GROSS PROFIT | 454,253 | 438,163 | 885,756 | 857,926 |
Selling, general and administrative expenses | 338,715 | 308,092 | 666,423 | 632,439 |
Depreciation and amortization expense | 17,864 | 16,638 | 34,861 | 32,980 |
Asset impairments | 537 | 4,268 | 537 | 4,268 |
INCOME (LOSS) FROM OPERATIONS | 97,137 | 109,165 | 183,935 | 188,239 |
Floorplan interest expense | (15,943) | (14,563) | (31,646) | (28,650) |
Other interest income (expense), net | (17,961) | (19,414) | (36,880) | (38,234) |
INCOME (LOSS) BEFORE INCOME TAXES | 63,233 | 75,188 | 115,409 | 121,355 |
Benefit (provision) for income taxes | (14,008) | (18,725) | (27,536) | (29,078) |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | 49,225 | 56,463 | 87,873 | 92,277 |
Comprehensive income (loss) | (13,781) | (20,408) | (14,758) | (3,132) |
Comprehensive income (loss) attributable to parent | 35,444 | 36,055 | 73,115 | 89,145 |
Elimination | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Cost of sales | 0 | 0 | 0 | 0 |
GROSS PROFIT | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Depreciation and amortization expense | 0 | 0 | 0 | 0 |
Asset impairments | 0 | 0 | 0 | 0 |
INCOME (LOSS) FROM OPERATIONS | 0 | 0 | 0 | 0 |
Floorplan interest expense | 0 | 0 | 0 | 0 |
Other interest income (expense), net | 0 | 0 | 0 | 0 |
INCOME (LOSS) BEFORE INCOME TAXES | 0 | 0 | 0 | 0 |
Benefit (provision) for income taxes | 0 | 0 | 0 | 0 |
Equity in earnings of subsidiaries | (50,144) | (56,945) | (90,193) | (94,103) |
NET INCOME (LOSS) | (50,144) | (56,945) | (90,193) | (94,103) |
Comprehensive income (loss) | 13,781 | 0 | 14,758 | 0 |
Comprehensive income (loss) attributable to parent | (36,363) | (56,945) | (75,435) | (94,103) |
Group 1 Automotive, Inc. | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | 0 | 0 | ||
Cost of sales | 0 | 0 | ||
GROSS PROFIT | 0 | 0 | ||
Selling, general and administrative expenses | 3,049 | 2,403 | ||
Depreciation and amortization expense | 0 | 0 | ||
Asset impairments | 0 | 0 | ||
INCOME (LOSS) FROM OPERATIONS | (3,049) | (2,403) | ||
Floorplan interest expense | 0 | 0 | ||
Other interest income (expense), net | 0 | 0 | ||
INCOME (LOSS) BEFORE INCOME TAXES | (3,049) | (2,403) | ||
Benefit (provision) for income taxes | 729 | 577 | ||
Equity in earnings of subsidiaries | 90,193 | 94,103 | ||
NET INCOME (LOSS) | 87,873 | 92,277 | ||
Comprehensive income (loss) | (14,758) | 0 | ||
Comprehensive income (loss) attributable to parent | 73,115 | 92,277 | ||
Group 1 Automotive, Inc. | Reportable Legal Entities | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | 0 | 0 | ||
Cost of sales | 0 | 0 | ||
GROSS PROFIT | 0 | 0 | ||
Selling, general and administrative expenses | 1,158 | 635 | ||
Depreciation and amortization expense | 0 | 0 | ||
Asset impairments | 0 | 0 | ||
INCOME (LOSS) FROM OPERATIONS | (1,158) | (635) | ||
Floorplan interest expense | 0 | 0 | ||
Other interest income (expense), net | 0 | 0 | ||
INCOME (LOSS) BEFORE INCOME TAXES | (1,158) | (635) | ||
Benefit (provision) for income taxes | 239 | 153 | ||
Equity in earnings of subsidiaries | 50,144 | 56,945 | ||
NET INCOME (LOSS) | 49,225 | 56,463 | ||
Comprehensive income (loss) | (13,781) | 0 | ||
Comprehensive income (loss) attributable to parent | 35,444 | 56,463 | ||
Guarantor Subsidiaries | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | 4,341,463 | 4,256,488 | ||
Cost of sales | 3,617,837 | 3,570,133 | ||
GROSS PROFIT | 723,626 | 686,355 | ||
Selling, general and administrative expenses | 517,628 | 481,088 | ||
Depreciation and amortization expense | 27,412 | 25,921 | ||
Asset impairments | 0 | 4,268 | ||
INCOME (LOSS) FROM OPERATIONS | 178,586 | 175,078 | ||
Floorplan interest expense | (27,989) | (25,147) | ||
Other interest income (expense), net | (33,786) | (34,348) | ||
INCOME (LOSS) BEFORE INCOME TAXES | 116,811 | 115,583 | ||
Benefit (provision) for income taxes | (28,216) | (27,336) | ||
Equity in earnings of subsidiaries | 0 | 0 | ||
NET INCOME (LOSS) | 88,595 | 88,247 | ||
Comprehensive income (loss) | (14,345) | 13,183 | ||
Comprehensive income (loss) attributable to parent | 74,250 | 101,430 | ||
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | 2,278,681 | 2,168,001 | ||
Cost of sales | 1,901,972 | 1,817,331 | ||
GROSS PROFIT | 376,709 | 350,670 | ||
Selling, general and administrative expenses | 265,584 | 231,923 | ||
Depreciation and amortization expense | 14,178 | 13,040 | ||
Asset impairments | 0 | 4,268 | ||
INCOME (LOSS) FROM OPERATIONS | 96,947 | 101,439 | ||
Floorplan interest expense | (14,000) | (12,810) | ||
Other interest income (expense), net | (16,611) | (17,331) | ||
INCOME (LOSS) BEFORE INCOME TAXES | 66,336 | 71,298 | ||
Benefit (provision) for income taxes | (15,314) | (17,556) | ||
Equity in earnings of subsidiaries | 0 | 0 | ||
NET INCOME (LOSS) | 51,022 | 53,742 | ||
Comprehensive income (loss) | (9,761) | 3,778 | ||
Comprehensive income (loss) attributable to parent | 41,261 | 57,520 | ||
Non-Guarantor Subsidiaries | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | 1,472,602 | 1,547,000 | ||
Cost of sales | 1,310,472 | 1,375,429 | ||
GROSS PROFIT | 162,130 | 171,571 | ||
Selling, general and administrative expenses | 145,746 | 148,948 | ||
Depreciation and amortization expense | 7,449 | 7,059 | ||
Asset impairments | 537 | 0 | ||
INCOME (LOSS) FROM OPERATIONS | 8,398 | 15,564 | ||
Floorplan interest expense | (3,657) | (3,503) | ||
Other interest income (expense), net | (3,094) | (3,886) | ||
INCOME (LOSS) BEFORE INCOME TAXES | 1,647 | 8,175 | ||
Benefit (provision) for income taxes | (49) | (2,319) | ||
Equity in earnings of subsidiaries | 0 | 0 | ||
NET INCOME (LOSS) | 1,598 | 5,856 | ||
Comprehensive income (loss) | (413) | (16,315) | ||
Comprehensive income (loss) attributable to parent | $ 1,185 | $ (10,459) | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | 727,008 | 775,461 | ||
Cost of sales | 649,464 | 687,968 | ||
GROSS PROFIT | 77,544 | 87,493 | ||
Selling, general and administrative expenses | 71,973 | 75,534 | ||
Depreciation and amortization expense | 3,686 | 3,598 | ||
Asset impairments | 537 | 0 | ||
INCOME (LOSS) FROM OPERATIONS | 1,348 | 8,361 | ||
Floorplan interest expense | (1,943) | (1,753) | ||
Other interest income (expense), net | (1,350) | (2,083) | ||
INCOME (LOSS) BEFORE INCOME TAXES | (1,945) | 4,525 | ||
Benefit (provision) for income taxes | 1,067 | (1,322) | ||
Equity in earnings of subsidiaries | 0 | 0 | ||
NET INCOME (LOSS) | (878) | 3,203 | ||
Comprehensive income (loss) | (4,020) | (24,186) | ||
Comprehensive income (loss) attributable to parent | $ (4,898) | $ (20,983) |
Condensed Consolidating Finan_6
Condensed Consolidating Financial Information - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net cash provided by (used in) operating activities | $ 252,948 | $ 263,106 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Cash paid in acquisitions, net of cash received | 0 | (74,865) | |
Proceeds from disposition of franchises, property and equipment | 37,938 | 75,923 | |
Purchases of property and equipment, including real estate | (109,238) | (88,230) | |
Other | (655) | ||
Other | (305) | (655) | |
Net cash provided by (used in) investing activities | (71,605) | (87,827) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings on credit facility - floorplan line and other | 3,306,530 | 3,323,798 | |
Repayments on credit facility - floorplan line and other | (3,425,359) | (3,461,494) | |
Borrowings on credit facility - acquisition line | 124,159 | 98,596 | |
Repayments on credit facility - acquisition line | (117,934) | (84,884) | |
Debt issue costs | (3,056) | $ 0 | |
Borrowings on other debt | 76,868 | 111,142 | |
Principal payments on other debt | (90,187) | (75,784) | |
Borrowings on debt related to real estate, net of debt issue costs | 33,184 | 54,711 | |
Principal payments on debt related to real estate | (53,287) | (63,368) | |
Employee stock purchase plan purchases, net of employee tax withholdings | 1,005 | 11 | |
Repurchases of common stock, amounts based on settlement date | 0 | (51,276) | |
Proceeds from termination of mortgage swap | 0 | 918 | |
Dividends paid | (9,691) | (10,836) | |
Borrowings (repayments) with subsidiaries | 0 | 0 | |
Investment in subsidiaries | 0 | 0 | |
Net cash provided by (used in) financing activities | (157,768) | (158,466) | |
Effect of exchange rate changes on cash | (755) | (2,812) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 22,820 | 14,001 | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 18,720 | 29,631 | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | 41,540 | 43,632 | |
Group 1 Automotive, Inc. | Reportable Legal Entities | |||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net cash provided by (used in) operating activities | 87,873 | 92,277 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Cash paid in acquisitions, net of cash received | 0 | ||
Proceeds from disposition of franchises, property and equipment | 0 | 0 | |
Purchases of property and equipment, including real estate | 0 | 0 | |
Other | (400) | ||
Other | (305) | ||
Net cash provided by (used in) investing activities | (305) | (400) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings on credit facility - floorplan line and other | 0 | 0 | |
Repayments on credit facility - floorplan line and other | 0 | 0 | |
Borrowings on credit facility - acquisition line | 124,159 | 98,596 | |
Repayments on credit facility - acquisition line | (117,934) | (84,884) | |
Debt issue costs | 0 | ||
Borrowings on other debt | 0 | 0 | |
Principal payments on other debt | 0 | (24,741) | |
Borrowings on debt related to real estate, net of debt issue costs | 0 | 0 | |
Principal payments on debt related to real estate | 0 | ||
Employee stock purchase plan purchases, net of employee tax withholdings | 1,005 | 11 | |
Repurchases of common stock, amounts based on settlement date | (51,276) | ||
Proceeds from termination of mortgage swap | 0 | ||
Dividends paid | (9,691) | (10,836) | |
Borrowings (repayments) with subsidiaries | 65,852 | (35,703) | |
Investment in subsidiaries | (150,959) | 16,956 | |
Net cash provided by (used in) financing activities | (87,568) | (91,877) | |
Effect of exchange rate changes on cash | 0 | 0 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | 0 | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 0 | 0 | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | 0 | 0 | |
Guarantor Subsidiaries | Reportable Legal Entities | |||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net cash provided by (used in) operating activities | 126,869 | 155,215 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Cash paid in acquisitions, net of cash received | (31,144) | ||
Proceeds from disposition of franchises, property and equipment | 30,935 | 73,785 | |
Purchases of property and equipment, including real estate | (91,528) | (56,116) | |
Other | (255) | ||
Other | 0 | ||
Net cash provided by (used in) investing activities | (60,593) | (13,730) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings on credit facility - floorplan line and other | 3,288,391 | 3,261,353 | |
Repayments on credit facility - floorplan line and other | (3,396,863) | (3,412,939) | |
Borrowings on credit facility - acquisition line | 0 | 0 | |
Repayments on credit facility - acquisition line | 0 | 0 | |
Debt issue costs | (3,056) | ||
Borrowings on other debt | 18,139 | 60,081 | |
Principal payments on other debt | (28,834) | (24,209) | |
Borrowings on debt related to real estate, net of debt issue costs | 33,184 | 42,656 | |
Principal payments on debt related to real estate | (47,938) | (54,144) | |
Employee stock purchase plan purchases, net of employee tax withholdings | 0 | 0 | |
Repurchases of common stock, amounts based on settlement date | 0 | ||
Proceeds from termination of mortgage swap | 918 | ||
Dividends paid | 0 | 0 | |
Borrowings (repayments) with subsidiaries | (75,773) | 18,141 | |
Investment in subsidiaries | 150,794 | (34,762) | |
Net cash provided by (used in) financing activities | (61,956) | (142,905) | |
Effect of exchange rate changes on cash | 0 | 0 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 4,320 | (1,420) | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 4,613 | 10,096 | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | 8,933 | 8,676 | |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net cash provided by (used in) operating activities | 38,206 | 15,614 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Cash paid in acquisitions, net of cash received | (43,721) | ||
Proceeds from disposition of franchises, property and equipment | 7,003 | 2,138 | |
Purchases of property and equipment, including real estate | (17,710) | (32,114) | |
Other | 0 | ||
Other | 0 | ||
Net cash provided by (used in) investing activities | (10,707) | (73,697) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings on credit facility - floorplan line and other | 18,139 | 62,445 | |
Repayments on credit facility - floorplan line and other | (28,496) | (48,555) | |
Borrowings on credit facility - acquisition line | 0 | 0 | |
Repayments on credit facility - acquisition line | 0 | 0 | |
Debt issue costs | 0 | ||
Borrowings on other debt | 58,729 | 51,061 | |
Principal payments on other debt | (61,353) | (26,834) | |
Borrowings on debt related to real estate, net of debt issue costs | 0 | 12,055 | |
Principal payments on debt related to real estate | (5,349) | (9,224) | |
Employee stock purchase plan purchases, net of employee tax withholdings | 0 | 0 | |
Repurchases of common stock, amounts based on settlement date | 0 | ||
Proceeds from termination of mortgage swap | 0 | ||
Dividends paid | 0 | 0 | |
Borrowings (repayments) with subsidiaries | 9,921 | 17,562 | |
Investment in subsidiaries | 165 | 17,806 | |
Net cash provided by (used in) financing activities | (8,244) | 76,316 | |
Effect of exchange rate changes on cash | (755) | (2,812) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 18,500 | 15,421 | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 14,107 | 19,535 | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | $ 32,607 | $ 34,956 |
Uncategorized Items - a2019q2fo
Label | Element | Value |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 11,397,000 |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 11,397,000 |