Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 26, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-31262 | |
Entity Registrant Name | ASBURY AUTOMOTIVE GROUP, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 01-0609375 | |
Entity Address, Address Line One | 2905 Premiere Parkway NW, | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Duluth | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30097 | |
City Area Code | 770 | |
Local Phone Number | 418-8200 | |
Title of 12(b) Security | Common stock, $0.01 par value per share | |
Trading Symbol | ABG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 20,577,372 | |
Entity Central Index Key | 0001144980 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 41.6 | $ 235.3 |
Short-term investments | 7.4 | 5.4 |
Contracts-in-transit, net | 177.2 | 220.8 |
Accounts receivable, net | 202.5 | 171.9 |
Inventories, net | 1,242.1 | 959.2 |
Assets held for sale | 15.8 | 29.1 |
Other current assets | 368.3 | 288.1 |
Total current assets | 2,054.9 | 1,909.8 |
INVESTMENTS | 291.8 | 235 |
PROPERTY AND EQUIPMENT, net | 1,960.5 | 1,941 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 230.6 | 235.4 |
GOODWILL | 1,783.4 | 1,783.4 |
INTANGIBLE FRANCHISE RIGHTS | 1,800.1 | 1,800.1 |
OTHER LONG-TERM ASSETS | 133.7 | 116.7 |
Total assets | 8,255 | 8,021.4 |
CURRENT LIABILITIES: | ||
Floor plan notes payable—trade, net | 58.9 | 51 |
Floor plan notes payable—non-trade, net | 0 | 0 |
Current maturities of long-term debt | 85.9 | 84.5 |
Current maturities of operating leases | 21.3 | 23.6 |
Accounts payable and accrued liabilities | 601.8 | 645 |
Deferred revenue—current | 226.7 | 218.9 |
Liabilities associated with assets held for sale | 0 | 10.5 |
Total current liabilities | 994.5 | 1,033.4 |
LONG-TERM DEBT | 3,136.5 | 3,216.8 |
LONG-TERM LEASE LIABILITY | 215.8 | 218.4 |
DEFERRED REVENUE | 500.2 | 495 |
DEFERRED INCOME TAXES | 103.6 | 100.7 |
OTHER LONG-TERM LIABILITIES | 56 | 53.5 |
COMMITMENTS AND CONTINGENCIES (Note 13) | ||
SHAREHOLDERS' EQUITY: | ||
Preferred stock, $.01 par value; 10,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $.01 par value; 90,000,000 shares authorized; 42,594,062 and 43,593,809 shares issued, including shares held in treasury, respectively | 0.4 | 0.4 |
Additional paid-in capital | 1,287.2 | 1,281.4 |
Retained earnings | 2,950.4 | 2,610.1 |
Treasury stock, at cost; 22,017,396 and 22,024,479 shares, respectively | (1,066.6) | (1,063) |
Accumulated other comprehensive income | 77.2 | 74.4 |
Total shareholders' equity | 3,248.5 | 2,903.5 |
Total liabilities and shareholders' equity | $ 8,255 | $ 8,021.4 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 90,000,000 | 90,000,000 |
Common stock, shares issued (in shares) | 42,594,062 | 43,593,809 |
Treasury stock (in shares) | 22,017,396 | 22,024,479 |
Assets held-for-sale | $ 15.8 | $ 18.7 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
REVENUE: | ||||
New vehicle | $ 1,861.9 | $ 1,799.2 | $ 5,572.2 | $ 5,519.3 |
Used vehicle | 1,111.7 | 1,330.7 | 3,345.6 | 4,044.1 |
Parts and service | 526.5 | 536.1 | 1,568.2 | 1,558.2 |
Finance and insurance, net | 166.1 | 200 | 505 | 606.4 |
TOTAL REVENUE | 3,666.2 | 3,865.9 | 10,991 | 11,727.9 |
COST OF SALES: | ||||
New vehicle | 1,693.6 | 1,598 | 5,040.1 | 4,873.7 |
Used vehicle | 1,049.6 | 1,248.6 | 3,135.6 | 3,758.5 |
Parts and service | 235.3 | 238.5 | 702.9 | 693.6 |
Finance and insurance | 14.1 | 13 | 29.6 | 39.5 |
TOTAL COST OF SALES | 2,992.7 | 3,098.1 | 8,908.2 | 9,365.4 |
GROSS PROFIT | 673.5 | 767.8 | 2,082.8 | 2,362.5 |
OPERATING EXPENSES: | ||||
Selling, general, and administrative | 391.7 | 438.2 | 1,203.3 | 1,341.9 |
Depreciation and amortization | 17 | 17.1 | 50.5 | 53.6 |
Other operating income, net | 0 | (1.1) | 0 | (3) |
INCOME FROM OPERATIONS | 264.7 | 313.6 | 829 | 970 |
OTHER EXPENSES: | ||||
Floor plan interest expense | 0 | 1.9 | 1.5 | 6 |
Other interest expense, net | 38.7 | 38.6 | 115.3 | 113.8 |
Gain on dealership divestitures, net | 0 | 0 | (13.5) | (4.4) |
Total other expenses, net | 38.7 | 40.5 | 103.3 | 115.4 |
INCOME BEFORE INCOME TAXES | 226 | 273.1 | 725.7 | 854.6 |
Income tax expense | 56.8 | 68.1 | 178.7 | 210.5 |
NET INCOME | $ 169.2 | $ 205 | $ 547 | $ 644.1 |
Basic— | ||||
Net income (in dollars per share) | $ 8.22 | $ 9.26 | $ 26.02 | $ 28.83 |
Diluted— | ||||
Net income (in dollars per share) | $ 8.19 | $ 9.23 | $ 25.91 | $ 28.72 |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||
Basic (in shares) | 20.6 | 22.1 | 21 | 22.3 |
Diluted (in shares) | 20.7 | 22.2 | 21.1 | 22.4 |
Restricted stock | ||||
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||
Incremental common shares (in shares) | 0.1 | 0.1 | 0.1 | 0.1 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 169.2 | $ 205 | $ 547 | $ 644.1 |
Other comprehensive income: | ||||
Change in fair value of cash flow swaps | 11.4 | 33.5 | 9 | 104.4 |
Income tax expense associated with cash flow swaps | (2.8) | (8.2) | (2.2) | (25.6) |
Losses on available-for-sale debt securities | (3.7) | (3.1) | (5.4) | (5.3) |
Income tax benefit associated with available-for-sale debt securities | 0.7 | 1.4 | 1.1 | |
Comprehensive income | $ 175 | $ 227.9 | $ 549.8 | $ 718.7 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) |
Balance (in shares) at Dec. 31, 2021 | 45,052,293 | 21,914,251 | ||||
Balance at Dec. 31, 2021 | $ 2,115.5 | $ 0.4 | $ 1,278.6 | $ 1,881.3 | $ (1,044.1) | $ (0.7) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 237.7 | 237.7 | ||||
Change in fair value of cash flow swaps, net of reclassification adjustment | 31.8 | 31.8 | ||||
Unrealized loss on changes in fair value of debt securities, net of reclassification adjustment and $0.2 million tax benefit | (2) | (2) | ||||
Comprehensive income | 267.5 | 237.7 | 29.8 | |||
Share-based compensation | 7 | 7 | ||||
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements (in shares) | (115,435) | |||||
Issuance of common stock, net of forfeitures, in connection with share-based payment arrangements | 0 | 0 | ||||
Repurchase of common stock associated with net share settlements of employee share-based awards (in shares) | 53,810 | |||||
Repurchase of common stock associated with net share settlement of employee share-based awards | (8.9) | $ (8.9) | ||||
Share issues (repurchases) (in shares) | 1,069,203 | |||||
Share repurchases | (198.6) | 1.4 | $ (200) | |||
Retirement of common stock (in shares) | (1,069,203) | (1,069,203) | ||||
Retirement of common stock | 0 | (12.9) | (187.1) | $ 200 | ||
Balance (in shares) at Mar. 31, 2022 | 44,098,525 | 21,968,061 | ||||
Balance at Mar. 31, 2022 | 2,182.5 | $ 0.4 | 1,274.1 | 1,931.9 | $ (1,053) | 29.1 |
Balance (in shares) at Dec. 31, 2021 | 45,052,293 | 21,914,251 | ||||
Balance at Dec. 31, 2021 | 2,115.5 | $ 0.4 | 1,278.6 | 1,881.3 | $ (1,044.1) | (0.7) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 644.1 | |||||
Comprehensive income | $ 718.7 | |||||
Retirement of common stock (in shares) | (1,069,203) | |||||
Balance (in shares) at Sep. 30, 2022 | 44,102,585 | 21,969,528 | ||||
Balance at Sep. 30, 2022 | $ 2,642.9 | $ 0.4 | 1,283.4 | 2,338.2 | $ (1,053.3) | 74.1 |
Balance (in shares) at Mar. 31, 2022 | 44,098,525 | 21,968,061 | ||||
Balance at Mar. 31, 2022 | 2,182.5 | $ 0.4 | 1,274.1 | 1,931.9 | $ (1,053) | 29.1 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 201.4 | 201.4 | ||||
Change in fair value of cash flow swaps, net of reclassification adjustment | 21.7 | 21.7 | ||||
Change in fair value of cash flow swaps, net of reclassification adjustment and $6.9 million tax expense | 0.2 | 0.2 | ||||
Comprehensive income | 223.3 | 201.4 | 21.9 | |||
Share-based compensation | 4.7 | 4.7 | ||||
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements (in shares) | (1,485) | |||||
Repurchase of common stock associated with net share settlements of employee share-based awards (in shares) | 436 | |||||
Repurchase of common stock associated with net share settlement of employee share-based awards | (0.1) | $ (0.1) | ||||
Balance (in shares) at Jun. 30, 2022 | 44,100,010 | 21,968,497 | ||||
Balance at Jun. 30, 2022 | 2,410.4 | $ 0.4 | 1,278.8 | 2,133.3 | $ (1,053.1) | 51 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 205 | 205 | ||||
Change in fair value of cash flow swaps, net of reclassification adjustment | 25.3 | 25.3 | ||||
Change in fair value of cash flow swaps, net of reclassification adjustment and $6.9 million tax expense | (2.5) | (2.5) | ||||
Comprehensive income | 227.9 | 205 | 22.9 | |||
Share-based compensation | 4.7 | 4.7 | ||||
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements (in shares) | (2,575) | |||||
Repurchase of common stock associated with net share settlements of employee share-based awards (in shares) | 1,031 | |||||
Repurchase of common stock associated with net share settlement of employee share-based awards | $ (0.2) | $ (0.2) | ||||
Retirement of common stock (in shares) | 0 | |||||
Balance (in shares) at Sep. 30, 2022 | 44,102,585 | 21,969,528 | ||||
Balance at Sep. 30, 2022 | $ 2,642.9 | $ 0.4 | 1,283.4 | 2,338.2 | $ (1,053.3) | 74.1 |
Balance (in shares) at Dec. 31, 2022 | 43,593,809 | 22,024,479 | ||||
Balance at Dec. 31, 2022 | 2,903.5 | $ 0.4 | 1,281.4 | 2,610.1 | $ (1,063) | 74.4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 181.4 | 181.4 | ||||
Change in fair value of cash flow swaps, net of reclassification adjustment | (14.6) | (14.6) | ||||
Unrealized loss on changes in fair value of debt securities, net of reclassification adjustment and $0.2 million tax benefit | 2 | 2 | ||||
Comprehensive income | 168.7 | 181.4 | (12.6) | |||
Share-based compensation | 8.6 | 8.6 | ||||
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements (in shares) | (120,575) | |||||
Issuance of common stock, net of forfeitures, in connection with share-based payment arrangements | ||||||
Repurchase of common stock associated with net share settlements of employee share-based awards (in shares) | 45,613 | |||||
Repurchase of common stock associated with net share settlement of employee share-based awards | (10.9) | $ (10.9) | ||||
Share issues (repurchases) (in shares) | 110,323 | |||||
Share repurchases | (20.7) | $ (20.7) | ||||
Retirement of common stock (in shares) | (164,527) | (164,527) | ||||
Retirement of common stock | 0 | (2) | (28.2) | $ 30.2 | ||
Balance (in shares) at Mar. 31, 2023 | 43,549,857 | 22,015,888 | ||||
Balance at Mar. 31, 2023 | 3,049.2 | $ 0.4 | 1,288 | 2,763.3 | $ (1,064.3) | 61.8 |
Balance (in shares) at Dec. 31, 2022 | 43,593,809 | 22,024,479 | ||||
Balance at Dec. 31, 2022 | 2,903.5 | $ 0.4 | 1,281.4 | 2,610.1 | $ (1,063) | 74.4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 547 | |||||
Comprehensive income | $ 549.8 | |||||
Retirement of common stock (in shares) | (1,070,126) | |||||
Balance (in shares) at Sep. 30, 2023 | 42,594,062 | 22,017,396 | ||||
Balance at Sep. 30, 2023 | $ 3,248.5 | $ 0.4 | 1,287.2 | 2,950.4 | $ (1,066.6) | 77.2 |
Balance (in shares) at Mar. 31, 2023 | 43,549,857 | 22,015,888 | ||||
Balance at Mar. 31, 2023 | 3,049.2 | $ 0.4 | 1,288 | 2,763.3 | $ (1,064.3) | 61.8 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 196.4 | 196.4 | ||||
Change in fair value of cash flow swaps, net of reclassification adjustment | 12.8 | 12.8 | ||||
Unrealized loss on changes in fair value of debt securities, net of reclassification adjustment and $0.2 million tax benefit | (3.2) | (3.2) | ||||
Comprehensive income | 206 | 196.4 | 9.6 | |||
Share-based compensation | 5.5 | 5.5 | ||||
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements (in shares) | (1,043) | |||||
Issuance of common stock, net of forfeitures, in connection with share-based payment arrangements | 0 | |||||
Repurchase of common stock associated with net share settlements of employee share-based awards (in shares) | 379 | |||||
Repurchase of common stock associated with net share settlement of employee share-based awards | (0.1) | $ (0.1) | ||||
Share issues (repurchases) (in shares) | 959,803 | |||||
Share repurchases | (192.1) | $ (192.1) | ||||
Retirement of common stock (in shares) | (959,803) | (959,803) | ||||
Retirement of common stock | 0 | (11.6) | (178.5) | $ 190.1 | ||
Balance (in shares) at Jun. 30, 2023 | 42,591,097 | 22,016,267 | ||||
Balance at Jun. 30, 2023 | 3,068.6 | $ 0.4 | 1,282 | 2,781.1 | $ (1,066.4) | 71.4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 169.2 | 169.2 | ||||
Change in fair value of cash flow swaps, net of reclassification adjustment | 8.6 | 8.6 | ||||
Unrealized loss on changes in fair value of debt securities, net of reclassification adjustment and $0.2 million tax benefit | (2.9) | (2.9) | ||||
Comprehensive income | 175 | 169.2 | $ 0 | 5.7 | ||
Share-based compensation | 5.2 | 5.2 | ||||
Issuance of common stock, net of forfeitures in connection with share-based payment arrangements (in shares) | (2,965) | |||||
Issuance of common stock, net of forfeitures, in connection with share-based payment arrangements | 0 | |||||
Repurchase of common stock associated with net share settlements of employee share-based awards (in shares) | 1,129 | |||||
Repurchase of common stock associated with net share settlement of employee share-based awards | $ (0.2) | $ (0.2) | ||||
Retirement of common stock (in shares) | 0 | |||||
Balance (in shares) at Sep. 30, 2023 | 42,594,062 | 22,017,396 | ||||
Balance at Sep. 30, 2023 | $ 3,248.5 | $ 0.4 | $ 1,287.2 | $ 2,950.4 | $ (1,066.6) | $ 77.2 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Change in fair value of cash flow swaps, tax | $ (2.8) | $ (4.1) | $ 4.7 | $ 8.2 | $ 6.9 | $ 10.4 |
Gains (losses) on changes in fair value of debt securities, tax benefit | $ 0.9 | 1 | 0.5 | $ 0.9 | $ 0.2 | |
Share repurchases | $ (192.1) | $ (20.7) | $ (198.6) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net income | $ 547 | $ 644.1 |
Adjustments to reconcile net income to net cash provided by operating activities— | ||
Depreciation and amortization | 50.6 | 53.6 |
Share-based compensation | 19.3 | 16.4 |
Deferred income taxes | 2.2 | (4.4) |
Unrealized (gains) losses on investments | (1.9) | 16.1 |
Loaner vehicle amortization | 23.8 | 9.7 |
Gain on divestitures, net | 13.5 | 4.4 |
Change in right-of-use assets | 20.5 | 18.9 |
Other adjustments, net | (1.7) | 2.7 |
Changes in operating assets and liabilities, net of acquisitions and divestitures— | ||
Contracts-in-transit | 43.6 | 43.3 |
Accounts receivable | (31.2) | 44 |
Inventories | 29.9 | 50.8 |
Other current assets | (415.6) | (285.7) |
Floor plan notes payable—trade, net | 7.9 | (15.2) |
Deferred revenue | 13 | 35.9 |
Accounts payable and accrued liabilities | (24.1) | 62.4 |
Operating lease liabilities | (20.7) | (19.3) |
Other long-term assets and liabilities, net | (9.3) | (4.5) |
Net cash provided by operating activities | 239.8 | 664.4 |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Capital expenditures—excluding real estate | (76.5) | (62.5) |
Capital expenditures—real estate | 0 | (10.2) |
Acquisitions | 0 | (5) |
Divestitures | 30.7 | 379 |
Purchases of debt securities—available-for-sale | (164.9) | (132.4) |
Purchases of equity securities | 0 | (41.4) |
Proceeds from the sale of debt securities—available-for-sale | 52.2 | 56 |
Proceeds from the sale of equity securities | 51.8 | 49.5 |
Proceeds from the sale of assets | 16.3 | 0 |
Net cash (used in) provided by investing activities | (90.4) | 233 |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Floor plan borrowings—non-trade | 5,643.1 | 5,502 |
Floor plan repayments—non-trade | (5,645.9) | (5,989.8) |
Floor plan repayments—divestitures | 0 | (21.6) |
Repayments of borrowings | (108.8) | (48.5) |
Proceeds from revolving credit facility | 0 | 330 |
Repayments of revolving credit facility | 0 | (499) |
Proceeds from issuance of common stock | 0 | 1.4 |
Payment of debt issuance costs | 0 | (0.4) |
Purchases of treasury stock | 220.3 | 200 |
Repurchases of common stock, associated with net share settlements of employee share-based awards | (11.2) | (9.1) |
Net cash used in financing activities | (343.1) | (935) |
Net decrease in cash and cash equivalents | (193.7) | (37.6) |
CASH AND CASH EQUIVALENTS, beginning of period | 235.3 | 178.9 |
CASH AND CASH EQUIVALENTS, end of period | $ 41.6 | $ 141.3 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Asbury Automotive Group, Inc., a Delaware corporation organized in 2002, is one of the largest automotive retailers in the United States. Our store operations are conducted by our subsidiaries. As of September 30, 2023, we owned and operated 181 new vehicle franchises (138 dealership locations), representing 31 brands of automobiles, and 31 collision centers in 14 states. For the nine months ended September 30, 2023, our new vehicle revenue brand mix consisted of 33% luxury, 39% imports and 28% domestic brands. Our stores offer an extensive range of automotive products and services, including new and used vehicles; parts and service, which includes repair and maintenance services, replacement parts and collision repair services (collectively referred to as "parts and services" or "P&S"); and finance and insurance ("F&I") products, including arranging vehicle financing through third parties and aftermarket products, such as extended service contracts, guaranteed asset protection ("GAP") debt cancellation and prepaid maintenance. The finance and insurance products are provided by independent third parties and Total Care Auto, Powered by Landcar ("TCA"). The Company reflects its operations in two reportable segments: Dealerships and TCA. Pending Acquisition On September 7, 2023, the Company, through one of its subsidiaries, entered into a Purchase and Sale Agreement (the "Transaction Agreement") with various entities that comprise the Jim Koons automotive dealerships group (the "Jim Koons Dealerships"). Pursuant to the Transaction Agreement, the Company is expected to acquire substantially all of the assets, including all real property of the Jim Koons Dealerships for an aggregate purchase price of approximately $1.20 billion, which includes approximately $417.0 million for real estate and leasehold improvements. In addition, we expect to acquire new and used vehicles, service loaner vehicles, fixed assets, parts and supplies for a purchase price to be determined at the closing of the transaction. Jim Koons Dealerships operates 20 new vehicle dealerships and six collision centers. The acquisition of these entities is anticipated to close in the fourth quarter of 2023 and is subject to various customary closing conditions, including approval from the applicable automotive manufacturers. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and reflect the consolidated accounts of Asbury Automotive Group, Inc. (the "Company") and our wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. If necessary, reclassifications of amounts previously reported have been made to the accompanying condensed consolidated financial statements in order to conform to current presentation. In the opinion of management, all adjustments, consisting only of normal, recurring adjustments, considered necessary for a fair statement of the condensed consolidated financial statements as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022, have been included, unless otherwise indicated. Amounts presented in the condensed consolidated financial statements have been calculated using non-rounded amounts for all periods presented and therefore certain amounts may not compute or tie to prior year financial statements due to rounding. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for any other interim period, or any full year period. Our condensed consolidated financial statements should be read together with our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed quarterly and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Estimates made in the accompanying condensed consolidated financial statements include, but are not limited to, those relating to inventory valuation reserves, reserves for chargebacks against revenue recognized from the sale of finance and insurance products, reserves for self-insurance programs, and certain assumptions related to goodwill and dealership franchise rights intangible assets. Share Repurchases Share repurchases may be made from time-to-time in open market transactions or through privately negotiated transactions under the authorization approved by the Board of Directors. Periodically, the Company may retire repurchased shares of common stock previously held by the Company as treasury stock. In accordance with our accounting policy, we allocate any excess share repurchase price over par value between additional paid-in capital, which is limited to amounts initially recorded for the same issue, and retained earnings. During the three months ended September 30, 2023 and 2022, there were no shares repurchased under our share repurchase program. During the nine months ended September 30, 2023 and 2022, the Company repurchased 1,070,126 and 1,069,203 shares and retired 1,124,330 and 1,069,203 shares, of our common stock under our share repurchase program, respectively. The cash paid for these share repurchases was $210.7 million and $200.0 million for the nine months ended September 30, 2023 and 2022, respectively. On May 25, 2023, we announced that our Board of Directors approved a new authorization to repurchase up to $250 million of the Company's common stock (the "New Share Repurchase Authorization"), which replaces our previous share repurchase authorization. Earnings per Share Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average common shares and common share equivalents outstanding during the period. The Company excluded 466 and 403 restricted share units and 3 and 0 performance share units issued under the Asbury Automotive Group, Inc. 2019 Equity and Incentive Compensation Plan from its computation of diluted earnings per share for the three months ended September 30, 2023 and 2022, respectively. During the nine months ended September 30, 2023 and 2022, the Company excluded 2,235 and 1,937 restricted share units and 0 and 394 performance share units issued under the Asbury Automotive Group, Inc. 2019 Equity and Incentive Compensation Plan from its computation of diluted earnings per share, respectively, because they were anti-dilutive. For all periods presented, there were no adjustments to the numerator necessary to compute diluted earnings per share. Recent Accounting Pronouncements In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, Liabilities-Supplier Finance Programs. This standard serves to improve transparency about supplier finance programs. The ASU requires certain disclosures around key terms of outstanding supply chain finance programs and changes in obligations during a reporting period related to vendors participating in these programs. The new disclosure requirements do not affect the recognition, measurement or financial statement presentation of any amounts due. The guidance is effective for fiscal years beginning after December 15, 2022, except for rollforward information, which is effective in the first quarter of 2024. Early adoption is permitted. The adoption of this new guidance on January 1, 2023 did not have a material impact on our condensed consolidated financial statements. See Note 8 " Floor Plan Notes Payable ." |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Disaggregation of Revenue Revenue from contracts with customers for the three and nine months ended September 30, 2023 and 2022 consists of the following: For the Three Months Ended September 30, 2023 2022 (In millions) Revenue: New vehicle $ 1,861.9 $ 1,799.2 Used vehicle retail 1,016.8 1,249.8 Used vehicle wholesale 94.9 80.9 New and used vehicle 2,973.6 3,129.9 Sale of vehicle parts and accessories 125.1 128.9 Vehicle repair and maintenance services 401.4 407.2 Parts and services 526.5 536.1 Finance and insurance, net 166.1 200.0 Total revenue $ 3,666.2 $ 3,865.9 For the Nine Months Ended September 30, 2023 2022 (In millions) Revenue: New vehicle $ 5,572.2 $ 5,519.3 Used vehicle retail 3,051.8 3,739.5 Used vehicle wholesale 293.8 304.6 New and used vehicle 8,917.8 9,563.4 Sale of vehicle parts and accessories 375.0 384.5 Vehicle repair and maintenance services 1,193.1 1,173.7 Parts and service 1,568.2 1,558.2 Finance and insurance, net 505.0 606.4 Total revenue $ 10,991.0 $ 11,727.9 Contract Assets Changes in contract assets during the period are reflected in the table below. Contract assets related to vehicle repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer. Certain incremental sales commissions payable to obtain an F&I revenue contract with a customer have been capitalized and are amortized using the same pattern of recognition applicable to the associated F&I revenue contract. Vehicle Repair and Maintenance Services Finance and Insurance, net Deferred Sales Commissions Total (In millions) Balance as of January 1, 2023 $ 14.7 $ 14.7 $ 37.2 $ 66.6 Transferred to receivables from contract assets recognized at the beginning of the period (14.7) (3.0) — (17.7) Amortization of costs to obtain a contract with a customer — — (2.0) (2.0) Costs incurred to obtain a contract with a customer — — 8.6 8.6 Increases related to revenue recognized, inclusive of adjustments to constraint, during the period 16.3 2.8 — 19.1 Balance as of March 31, 2023 $ 16.3 $ 14.5 $ 43.8 $ 74.6 Contract Assets (current), March 31, 2023 16.3 14.5 12.9 43.7 Contract Assets (long-term), March 31, 2023 — — 30.9 30.9 Transferred to receivables from contract assets recognized at the beginning of the period (16.3) (2.7) — (19.0) Amortization of costs to obtain a contract with a customer — — (3.2) (3.2) Costs incurred to obtain a contract with a customer — — 13.5 13.5 Increases related to revenue recognized, inclusive of adjustments to constraint, during the period 17.5 2.5 — 20.0 Balance as of June 30, 2023 $ 17.5 $ 14.3 $ 54.1 $ 86.2 Contract Assets (current), June 30, 2023 17.5 14.3 15.4 47.4 Contract Assets (long-term), June 30, 2023 — — 38.7 38.7 Transferred to receivables from contract assets recognized at the beginning of the period (17.5) (1.7) — (19.2) Amortization of costs incurred to obtain a contract with a customer — — (3.2) (3.2) Costs incurred to obtain a contract with a customer — — 10.7 10.7 Increases related to revenue recognized, inclusive of adjustments to constraint, during the period 23.9 1.7 — 25.6 Balance as of September 30, 2023 $ 23.9 $ 14.3 $ 61.6 $ 99.7 Contract Assets (current), September 30, 2023 23.9 14.3 17.6 55.8 Contract Assets (long-term), September 30, 2023 $ — $ — $ 43.9 $ 43.9 Deferred Revenue The condensed consolidated balance sheets reflect $726.9 million and $713.9 million of deferred revenue as of September 30, 2023 and December 31, 2022, respectively. Approximately $176.7 million of deferred revenue at December 31, 2022 was recorded in finance and insurance, net revenue in the condensed consolidated statements of income during the nine months ended September 30, 2023. |
DIVESTITURES
DIVESTITURES | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTITURES | DIVESTITURES During the nine months ended September 30, 2023, we sold one franchise (one dealership location) in Austin, Texas. The Company recorded a pre-tax gain totaling $13.5 million, which is presented in our accompanying condensed consolidated statements of income as gain on dealership divestitures, net. During the nine months ended September 30, 2022, we sold one franchise (one dealership location) in St. Louis, Missouri, three franchises (three dealership locations) and one collision center in Denver, Colorado, two franchises (two dealership locations) in Spokane, Washington and one franchise (one dealership location) in Albuquerque, New Mexico. The Company recorded a pre-tax gain totaling $4.4 million, during the nine months September 30, 2022, which is presented in our accompanying condensed consolidated statements of income as gain on dealership divestitures, net. We also paid an additional $5.0 million during the quarter ended September 30, 2022 in connection with purchase price adjustments related to a prior year acquisition. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable consisted of the following: As of September 30, 2023 December 31, 2022 (In millions) Vehicle receivables $ 65.5 $ 50.4 Manufacturer receivables 51.1 43.3 Other receivables 88.8 80.5 Total accounts receivable 205.3 174.1 Less—Allowance for credit losses (2.8) (2.2) Accounts receivable, net $ 202.5 $ 171.9 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: As of September 30, 2023 December 31, 2022 (In millions) New vehicles $ 806.9 $ 527.7 Used vehicles 304.3 304.4 Parts and accessories 131.0 127.2 Total inventories, net (a) $ 1,242.1 $ 959.2 ____________________________ (a) Inventories, net as of December 31, 2022, excluded $3.4 million classified as assets held for sale. |
ASSETS AND LIABILITIES HELD FOR
ASSETS AND LIABILITIES HELD FOR SALE | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS HELD FOR SALE | ASSETS AND LIABILITIES HELD FOR SALE Assets and liabilities classified as held for sale include (i) assets and liabilities associated with pending dealership disposals, (ii) real estate not currently used in our operations that we are actively marketing to sell and (iii) the related mortgage notes payable, if applicable. A summary of assets held for sale and liabilities associated with assets held for sale is as follows: As of September 30, 2023 December 31, 2022 (In millions) Assets: Inventory $ — $ 3.4 Loaners, net — 0.9 Property and equipment, net 15.8 24.0 Goodwill — 0.9 Total assets held for sale 15.8 29.1 Liabilities: Floor plan notes payable—non-trade — 2.8 Loaners notes payable — 0.8 Current maturities of long-term debt — 0.6 Long-term debt — 6.2 Total liabilities associated with assets held for sale — 10.5 Net assets held for sale $ 15.8 $ 18.7 As of September 30, 2023, assets held for sale consisted of real estate associated with one real estate property not currently used in our operations. As of December 31, 2022, assets held for sale consisted of one franchise (one dealership location) in addition to one real estate property not currently used in our operations. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS Our investment portfolio is primarily funded by product premiums from the sale of our TCA F&I products. The amortized cost, gross unrealized gains and losses and estimated fair values of debt securities available-for-sale, equity securities, and other investments measured at net asset value are as follows: As of September 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (In millions) Short-term investments $ 7.4 $ — $ — $ 7.4 U.S. Treasury 13.5 — (0.4) 13.1 Municipal 30.0 — (1.0) 29.0 Corporate 120.6 — (4.2) 116.4 Mortgage and other asset-backed securities 136.9 0.1 (3.7) 133.3 Total debt securities 308.5 0.1 (9.4) 299.2 Total investments $ 308.5 $ 0.1 $ (9.4) $ 299.2 As of December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (In millions) Short-term investments $ 5.4 $ — $ — $ 5.4 U.S. Treasury 11.8 — (0.2) 11.6 Municipal 22.8 — (0.4) 22.4 Corporate 81.8 0.2 (2.3) 79.7 Mortgage and other asset-backed securities 73.8 0.3 (1.4) 72.7 Total debt securities 195.5 0.5 (4.4) 191.7 Common stock 48.7 — — 48.7 Total investments $ 244.2 $ 0.5 $ (4.4) $ 240.4 There were no equity securities held as of September 30, 2023. The Company had an unrealized loss of $0.4 million related to equity securities held as of December 31, 2022. As of September 30, 2023 and December 31, 2022, the Company had $2.1 million and $1.3 million of accrued interest receivable, respectively, which is included in other current assets on the condensed consolidated balance sheets. The Company does not consider accrued interest receivable in the carrying amount of financial assets held at amortized cost basis or in the allowance for credit losses. A summary of amortized costs and fair value of investments by time to maturity, is as follows: As of September 30, 2023 Amortized Cost Fair Value (In millions) Due in 1 year or less $ 7.4 $ 7.4 Due in 1-5 years 108.0 104.8 Due in 6-10 years 53.6 51.4 Due after 10 years 2.5 2.3 Total by maturity 171.6 165.9 Mortgage and other asset-backed securities 136.9 133.3 Total investment securities $ 308.5 $ 299.2 There were $0.1 million and $0.3 million gross gains realized, respectively, related to the sale of available-for-sale debt securities carried at fair value for the three and nine months ended September 30, 2023. There were $1.5 million gross losses realized related to the sale of available-for-sale debt securities carried at fair value for both the three and nine months ended September 30, 2023. There were no gross gains and gross losses realized related to the sale of equity securities carried at fair value for the three months ended September 30, 2023. There were $3.7 million gross gains and $0.9 million gross losses realized, respectively, related to the sale of equity securities carried at fair value for the nine months ended September 30, 2023. There were no gross gains realized related to the sale of available-for-sale debt securities carried at fair value for the three and nine months ended September 30, 2022. There were $1.2 million and $1.9 million gross losses realized, respectively, related to the sale of available-for-sale debt securities carried at fair value for three and nine months ended September 30, 2022. There were $8.4 million and $10.1 million gross gains realized, respectively, related to the sale of equity securities carried at fair value for the three and nine months ended September 30, 2022. There were $2.1 million and $3.6 million gross losses realized, respectively, related to the sale of equity securities carried at fair value for the three and nine months ended September 30, 2022. The following tables summarize the amount of unrealized losses, defined as the amount by which the amortized cost exceeds fair value, and the related fair value of investments with unrealized losses. The investments were segregated into two categories: those that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months. The reference point for determining how long an investment was in an unrealized loss position was September 30, 2023. As of September 30, 2023 Less than 12 Months Greater than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (In millions) Short-term investments $ 2.1 $ — $ 1.9 $ — $ 4.1 $ — U.S. Treasury 8.2 (0.3) 4.9 (0.2) 13.1 (0.4) Municipal 18.5 (0.6) 9.7 (0.4) 28.2 (1.0) Corporate 52.9 (1.4) 58.5 (2.8) 111.4 (4.2) Mortgage and other asset-backed securities 84.4 (2.7) 31.9 (1.1) 116.3 (3.7) Total debt securities $ 166.1 $ (5.0) $ 106.9 $ (4.4) $ 273.0 $ (9.4) As of December 31, 2022 Less than 12 Months Greater than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (In millions) U.S. Treasury $ 9.2 $ (0.2) $ — $ — $ 9.2 $ (0.2) Municipal 19.0 (0.4) — — 19.0 (0.4) Corporate 66.2 (0.1) 5.2 (0.3) 71.4 (0.4) Mortgage and other asset-backed securities 51.4 (1.3) 1.5 (0.2) 52.9 (1.5) Total debt securities $ 145.7 $ (2.0) $ 6.8 $ (0.5) $ 152.6 $ (2.5) The Company reviews the investment securities portfolio at the security level on a quarterly basis for potential credit losses, which takes into consideration numerous factors including changes in credit ratings. The decline in fair value identified in the tables above are a result of widening market spreads and not a result of credit quality. Additionally, the Company has determined it has both the intent and ability to hold these investments until the market price recovers or until maturity and does not believe it will be required to sell the securities before maturity. Accordingly, no credit losses were recognized on these securities during the three and nine months ended September 30, 2023. |
FLOOR PLAN NOTES PAYABLE
FLOOR PLAN NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
FLOOR PLAN NOTES PAYABLE | FLOOR PLAN NOTES PAYABLE Floor plan notes payable consisted of the following: As of September 30, 2023 December 31, 2022 (In millions) Floor plan notes payable—trade $ 115.9 $ 65.1 Floor plan notes payable offset account (57.0) (14.2) Floor plan notes payable—trade, net $ 58.9 $ 51.0 Floor plan notes payable—new non-trade (a) $ 850.5 $ 613.6 Floor plan notes payable offset account (b) (850.5) (613.6) Floor plan notes payable—non-trade, net $ — $ — ____________________________ (a) Floor plan notes payable—new non-trade as of December 31, 2022, excluded $2.8 million classified as liabilities associated with assets held for sale, respectively. (b) In addition to the $850.5 million and $613.6 million shown above as of September 30, 2023 and December 31, 2022, respectively, we held $81.2 million and $164.0 million, in the floor plan notes payable offset account as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, $81.2 million was shown as an offset to loaner vehicles notes payable. As of December 31, 2022, $100.8 million of the $164.0 million was reflected within cash and cash equivalents and the remaining $63.2 million was shown as an offset to loaner vehicles notes payable. Loaner vehicle notes payable is included in accounts payable and accrued liabilities within the condensed consolidated balance sheets. We have floor plan offset accounts that allow us to offset our floor plan notes payable balances outstanding with transfers of cash to reduce the amount of outstanding floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into our operating cash accounts within the same day. We have the ability to convert a portion of our availability under the Revolving Credit Facility to the New Vehicle Floor Plan Facility or the Used Vehicle Floor Plan Facility. The maximum amount we are allowed to convert is determined based on our aggregate revolving commitment under the Revolving Credit Facility, less $50.0 million. In addition, we are able to convert any amounts moved to the New Vehicle Floor Plan Facility or Used Vehicle Floor Plan Facility back to the Revolving Credit Facility. On May 27, 2022, $389.0 million of our availability under the Revolving Credit Facility was re-designated to the New Vehicle Floor Plan Facility to take advantage of lower commitment fee rates. On March 31, 2023, we designated this $389.0 million back to the Revolving Credit Facility. In addition to our new and used vehicle floor plan facilities, we have loaner vehicle floor plan facilities with Bank of America and certain original equipment manufacturers (“OEMs”). Loaner vehicles notes payable related to Bank of America as of September 30, 2023 and December 31, 2022 were $22.8 million and $10.8 million, net of offsets of $81.2 million and $63.2 million, respectively. Loaner vehicles notes payable related to OEMs as of September 30, 2023 and December 31, 2022 were $92.8 million and $83.7 million, respectively. 2023 Senior Credit Facility On October 20, 2023, the Company and certain of its subsidiaries entered into a fourth amended and restated credit agreement with Bank of America, N.A. (“Bank of America”), as administrative agent, and the other lenders party thereto (the “2023 Senior Credit Facility”). The 2023 Senior Credit Facility amended and restated the Company’s pre-existing third amended and restated credit agreement, dated as of September 25, 2019, among the Company, certain of its subsidiaries, Bank of America, as administrative agent, and the other lenders party thereto. The 2023 Senior Credit Facility provides for the following, in each case subject to limitations on availability as set forth therein: • $500.0 million revolving credit facility (the “Revolving Credit Facility”); • $1,925.0 million new vehicle revolving floorplan facility (the “New Vehicle Floorplan Facility”); and • $375.0 million used vehicle revolving floorplan facility (the “Used Vehicle Floorplan Facility”). In addition, subject to compliance with certain conditions, the 2023 Senior Credit Facility provides that the Company and its subsidiaries that are borrowers under the 2023 Senior Credit Facility (collectively, the “Borrowers”) have the ability, at their option and subject to the receipt of additional commitments from existing or new lenders, to increase the size of the facilities by up to $750.0 million in the aggregate. Borrowings outstanding under the 2023 Senior Credit Facility bear interest, at the option of the Company, based on Daily Simple SOFR (as defined in the 2023 Senior Credit Facility) or the Base Rate, in each case plus an Applicable Rate. The Base Rate is the highest of (i) the Federal Funds Rate (as defined in the 2023 Senior Credit Agreement) plus 0.50%, (ii) the Bank of America prime rate, and (iii) Daily Simple SOFR plus 1.00% and (iv) 1.00%. Applicable Rate means with respect to the Revolving Credit Facility, a range from 1.00% to 2.00% for Daily Simple SOFR loans and 0.15% to 1.00% for Base Rate loans, in each case based on the Company's consolidated total lease adjusted leverage ratio. Borrowings under the New Vehicle Floorplan Facility bear interest, at the option of the Company, based on Daily Simple SOFR plus 1.10%, or the Base Rate plus 0.10%. Borrowings under the Used Vehicle Floorplan Facility bear interest, at the option of the Company, based on Daily Simple SOFR plus 1.40% or the Base Rate plus 0.40%. The 2023 Senior Credit Facility matures, and all amounts outstanding thereunder will be due and payable, on October 20, 2028. Long-term debt consisted of the following: As of September 30, 2023 December 31, 2022 (In millions) 4.50% Senior Notes due 2028 $ 405.0 $ 405.0 4.625% Senior Notes due 2029 800.0 800.0 4.75% Senior Notes due 2030 445.0 445.0 5.00% Senior Notes due 2032 600.0 600.0 Mortgage notes payable bearing interest at fixed rates (a) 32.5 38.3 2021 Real Estate Facility 625.6 660.6 2021 BofA Real Estate Facility 167.8 173.3 2018 Bank of America Facility (b) 51.3 54.5 2018 Wells Fargo Master Loan Facility 73.2 76.9 2013 BofA Real Estate Facility — 24.9 2015 Wells Fargo Master Loan Facility 38.5 42.3 Finance lease liability 8.4 8.4 Total debt outstanding 3,247.3 3,329.2 Add—unamortized premium on 4.50% Senior Notes due 2028 0.7 0.8 Add—unamortized premium on 4.75% Senior Notes due 2030 1.4 1.6 Less—debt issuance costs (27.0) (30.4) Long-term debt, including current portion 3,222.3 3,301.2 Less—current portion, net of current portion of debt issuance costs (85.9) (84.5) Long-term debt $ 3,136.5 $ 3,216.8 ____________________________ (a) Mortgage notes payable excluded $2.7 million classified as liabilities associated with assets held for sale as of December 31, 2022. (b) Amounts reflected for the 2018 Bank of America Facility as of December 31, 2022, excluded $4.1 million classified as liabilities associated with assets held for sale. 2013 BofA Real Estate Facility In June 2023, the Company prepaid the aggregate principal amounts remaining under the 2013 BofA Real Estate Facility for an aggregate amount of approximately $23.9 million with cash on hand. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | FLOOR PLAN NOTES PAYABLE Floor plan notes payable consisted of the following: As of September 30, 2023 December 31, 2022 (In millions) Floor plan notes payable—trade $ 115.9 $ 65.1 Floor plan notes payable offset account (57.0) (14.2) Floor plan notes payable—trade, net $ 58.9 $ 51.0 Floor plan notes payable—new non-trade (a) $ 850.5 $ 613.6 Floor plan notes payable offset account (b) (850.5) (613.6) Floor plan notes payable—non-trade, net $ — $ — ____________________________ (a) Floor plan notes payable—new non-trade as of December 31, 2022, excluded $2.8 million classified as liabilities associated with assets held for sale, respectively. (b) In addition to the $850.5 million and $613.6 million shown above as of September 30, 2023 and December 31, 2022, respectively, we held $81.2 million and $164.0 million, in the floor plan notes payable offset account as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, $81.2 million was shown as an offset to loaner vehicles notes payable. As of December 31, 2022, $100.8 million of the $164.0 million was reflected within cash and cash equivalents and the remaining $63.2 million was shown as an offset to loaner vehicles notes payable. Loaner vehicle notes payable is included in accounts payable and accrued liabilities within the condensed consolidated balance sheets. We have floor plan offset accounts that allow us to offset our floor plan notes payable balances outstanding with transfers of cash to reduce the amount of outstanding floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into our operating cash accounts within the same day. We have the ability to convert a portion of our availability under the Revolving Credit Facility to the New Vehicle Floor Plan Facility or the Used Vehicle Floor Plan Facility. The maximum amount we are allowed to convert is determined based on our aggregate revolving commitment under the Revolving Credit Facility, less $50.0 million. In addition, we are able to convert any amounts moved to the New Vehicle Floor Plan Facility or Used Vehicle Floor Plan Facility back to the Revolving Credit Facility. On May 27, 2022, $389.0 million of our availability under the Revolving Credit Facility was re-designated to the New Vehicle Floor Plan Facility to take advantage of lower commitment fee rates. On March 31, 2023, we designated this $389.0 million back to the Revolving Credit Facility. In addition to our new and used vehicle floor plan facilities, we have loaner vehicle floor plan facilities with Bank of America and certain original equipment manufacturers (“OEMs”). Loaner vehicles notes payable related to Bank of America as of September 30, 2023 and December 31, 2022 were $22.8 million and $10.8 million, net of offsets of $81.2 million and $63.2 million, respectively. Loaner vehicles notes payable related to OEMs as of September 30, 2023 and December 31, 2022 were $92.8 million and $83.7 million, respectively. 2023 Senior Credit Facility On October 20, 2023, the Company and certain of its subsidiaries entered into a fourth amended and restated credit agreement with Bank of America, N.A. (“Bank of America”), as administrative agent, and the other lenders party thereto (the “2023 Senior Credit Facility”). The 2023 Senior Credit Facility amended and restated the Company’s pre-existing third amended and restated credit agreement, dated as of September 25, 2019, among the Company, certain of its subsidiaries, Bank of America, as administrative agent, and the other lenders party thereto. The 2023 Senior Credit Facility provides for the following, in each case subject to limitations on availability as set forth therein: • $500.0 million revolving credit facility (the “Revolving Credit Facility”); • $1,925.0 million new vehicle revolving floorplan facility (the “New Vehicle Floorplan Facility”); and • $375.0 million used vehicle revolving floorplan facility (the “Used Vehicle Floorplan Facility”). In addition, subject to compliance with certain conditions, the 2023 Senior Credit Facility provides that the Company and its subsidiaries that are borrowers under the 2023 Senior Credit Facility (collectively, the “Borrowers”) have the ability, at their option and subject to the receipt of additional commitments from existing or new lenders, to increase the size of the facilities by up to $750.0 million in the aggregate. Borrowings outstanding under the 2023 Senior Credit Facility bear interest, at the option of the Company, based on Daily Simple SOFR (as defined in the 2023 Senior Credit Facility) or the Base Rate, in each case plus an Applicable Rate. The Base Rate is the highest of (i) the Federal Funds Rate (as defined in the 2023 Senior Credit Agreement) plus 0.50%, (ii) the Bank of America prime rate, and (iii) Daily Simple SOFR plus 1.00% and (iv) 1.00%. Applicable Rate means with respect to the Revolving Credit Facility, a range from 1.00% to 2.00% for Daily Simple SOFR loans and 0.15% to 1.00% for Base Rate loans, in each case based on the Company's consolidated total lease adjusted leverage ratio. Borrowings under the New Vehicle Floorplan Facility bear interest, at the option of the Company, based on Daily Simple SOFR plus 1.10%, or the Base Rate plus 0.10%. Borrowings under the Used Vehicle Floorplan Facility bear interest, at the option of the Company, based on Daily Simple SOFR plus 1.40% or the Base Rate plus 0.40%. The 2023 Senior Credit Facility matures, and all amounts outstanding thereunder will be due and payable, on October 20, 2028. Long-term debt consisted of the following: As of September 30, 2023 December 31, 2022 (In millions) 4.50% Senior Notes due 2028 $ 405.0 $ 405.0 4.625% Senior Notes due 2029 800.0 800.0 4.75% Senior Notes due 2030 445.0 445.0 5.00% Senior Notes due 2032 600.0 600.0 Mortgage notes payable bearing interest at fixed rates (a) 32.5 38.3 2021 Real Estate Facility 625.6 660.6 2021 BofA Real Estate Facility 167.8 173.3 2018 Bank of America Facility (b) 51.3 54.5 2018 Wells Fargo Master Loan Facility 73.2 76.9 2013 BofA Real Estate Facility — 24.9 2015 Wells Fargo Master Loan Facility 38.5 42.3 Finance lease liability 8.4 8.4 Total debt outstanding 3,247.3 3,329.2 Add—unamortized premium on 4.50% Senior Notes due 2028 0.7 0.8 Add—unamortized premium on 4.75% Senior Notes due 2030 1.4 1.6 Less—debt issuance costs (27.0) (30.4) Long-term debt, including current portion 3,222.3 3,301.2 Less—current portion, net of current portion of debt issuance costs (85.9) (84.5) Long-term debt $ 3,136.5 $ 3,216.8 ____________________________ (a) Mortgage notes payable excluded $2.7 million classified as liabilities associated with assets held for sale as of December 31, 2022. (b) Amounts reflected for the 2018 Bank of America Facility as of December 31, 2022, excluded $4.1 million classified as liabilities associated with assets held for sale. 2013 BofA Real Estate Facility In June 2023, the Company prepaid the aggregate principal amounts remaining under the 2013 BofA Real Estate Facility for an aggregate amount of approximately $23.9 million with cash on hand. |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE | FINANCIAL INSTRUMENTS AND FAIR VALUE In determining fair value, we use various valuation approaches, including market and income approaches. Accounting standards establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the presumptions market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1-Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Level 2-Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Assets and liabilities utilizing Level 2 inputs include interest rate swap instruments, exchange-traded debt securities that are not actively traded or do not have a high trading volume, mortgage notes payable and certain real estate properties on a non-recurring basis. Level 3-Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs include those used in estimating the fair value of certain non-financial assets and non-financial liabilities in purchase acquisitions and those used in the assessment of impairment for goodwill and manufacturer franchise rights. The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment required to determine fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Fair value is a market-based exit price measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, our assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. We use inputs that are current as of the measurement date, including during periods of significant market fluctuations. Financial instruments consist primarily of cash and cash equivalents, investments, contracts-in-transit, accounts receivable, cash surrender value of corporate-owned life insurance policies, accounts payable, floor plan notes payable, subordinated long-term debt, mortgage notes payable and interest rate swap instruments. The carrying values of our financial instruments, with the exception of subordinated long-term debt and certain mortgage notes payable, approximate fair value due to (i) their short-term nature, (ii) recently completed market transactions or (iii) existence of variable interest rates, which approximate market rates. The fair value of our subordinated long-term debt is based on reported market prices in an inactive market that reflect Level 2 inputs. We estimate the fair value of our mortgage notes payable using a present value technique based on current market interest rates for similar types of financial instruments that reflect Level 2 inputs. A summary of the carrying values and fair values of our subordinated long-term debt and our mortgage notes payable is as follows: As of September 30, 2023 December 31, 2022 (In millions) Carrying Value: 4.50% Senior Notes due 2028 $ 402.6 $ 409.5 4.625% Senior Notes due 2029 790.1 789.1 4.75% Senior Notes due 2030 442.1 441.7 5.00% Senior Notes due 2032 592.1 591.5 Mortgage notes payable (a) 987.1 1,061.1 Total carrying value $ 3,214.0 $ 3,292.9 Fair Value: 4.50% Senior Notes due 2028 $ 364.5 $ 354.4 4.625% Senior Notes due 2029 686.0 672.0 4.75% Senior Notes due 2030 379.4 372.7 5.00% Senior Notes due 2032 496.5 492.0 Mortgage notes payable (a) 985.7 1,069.8 Total fair value $ 2,912.1 $ 2,960.9 ____________________________ (a) Mortgage notes payable excluded $6.8 million classified as liabilities associated with assets held for sale as of December 31, 2022. Interest Rate Swap Agreements We currently have six interest rate swap agreements. In January 2022, we entered into two new interest rate swap agreements with a combined notional principal amount of $550.0 million. These swaps are designed to provide a hedge against changes in variable rate cash flows regarding fluctuations in the SOFR rate. All interest rate swap agreements with an inception date of 2021 and prior were amended on June 1, 2022 to provide a hedge against changes in variable rate cash flows regarding fluctuations in SOFR as compared to the previous benchmark rate of one-month LIBOR. The revisions to the interest rate swap agreements did not impact our hedge accounting because we applied the accounting expedients outlined in ASU 2020-04 and ASU 2021-01 of ASC Topic 848, Reference Rate Reform . The following table provides information on the attributes of each swap as of September 30, 2023: Inception Date Notional Principal at Inception Notional Value as of September 30, 2023 Notional Principal at Maturity Maturity Date (In millions) January 2022 $ 300.0 $ 277.5 $ 228.8 December 2026 January 2022 $ 250.0 $ 250.0 $ 250.0 December 2031 May 2021 $ 184.4 $ 167.8 $ 110.6 May 2031 July 2020 $ 93.5 $ 77.5 $ 50.6 December 2028 July 2020 $ 85.5 $ 69.4 $ 57.3 November 2025 June 2015 $ 100.0 $ 60.1 $ 53.1 February 2025 The fair value of cash flow swaps is calculated as the present value of expected future cash flows, determined on the basis of forward interest rates and present value factors. Fair value estimates reflect a credit adjustment to the discount rate applied to all expected cash flows under the swaps. Other than this input, all other inputs used in the valuation of these swaps are designated to be Level 2 inputs. The fair value of our swaps was a $111.4 million and $102.4 million asset as of September 30, 2023 and December 31, 2022, respectively. The following table provides information regarding the fair value of our interest rate swap agreements and the impact on the condensed consolidated balance sheets: As of September 30, 2023 December 31, 2022 (In millions) Other current assets $ 32.3 $ 29.6 Other long-term assets 79.1 72.8 Total fair value $ 111.4 $ 102.4 Our interest rate swaps qualify for cash flow hedge accounting treatment. These interest rate swaps are marked to market at each reporting date and any unrealized gains or losses are included in accumulated other comprehensive income and reclassified to interest expense in the same period or periods during which the hedged transactions affect earnings. Information about the effect of our interest rate swap agreements in the accompanying condensed consolidated statements of income and condensed consolidated statements of comprehensive income, is as follows (in millions): For the Three Months Ended September 30, Results Recognized in Accumulated Other Comprehensive Income/(Loss) Location of Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) 2023 $ 20.6 Other interest expense, net $ (9.2) 2022 $ 31.7 Other interest expense, net $ 1.8 For the Nine Months Ended September 30, Results Recognized in Accumulated Other Comprehensive Income/(Loss) Location of Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) 2023 $ 34.6 Other interest expense, net $ (25.6) 2022 $ 107.4 Other interest expense, net $ 3.0 On the basis of yield curve conditions as of September 30, 2023 and including assumptions about future changes in fair value, we expect the amount to be reclassified out of accumulated other comprehensive income into earnings within the next 12 months will be gains of $32.3 million. Investments The table below presents the Company’s investment securities that are measured at fair value on a recurring basis aggregated by the level in the fair value hierarchy within which those measurements fall: As of September 30, 2023 Level 1 Level 2 Level 3 Total (In millions) Cash equivalents $ 7.2 $ — $ — $ 7.2 Short-term investments 5.0 2.4 — 7.4 U.S. Treasury 13.1 — — 13.1 Municipal — 29.0 — 29.0 Corporate — 116.4 — 116.4 Mortgage and other asset-backed securities — 133.3 — 133.3 Total debt securities 18.0 281.2 — 299.2 Total $ 18.0 $ 281.2 $ — $ 299.2 As of December 31, 2022 Level 1 Level 2 Level 3 Total (In millions) Cash equivalents $ 6.6 $ — $ — $ 6.6 Short-term investments 0.6 4.8 — 5.4 U.S. Treasury 11.6 — — 11.6 Municipal — 22.4 — 22.4 Corporate — 79.7 — 79.7 Mortgage and other asset-backed securities — 72.6 — 72.6 Total debt securities 12.2 179.5 — 191.7 Common stock 48.7 — — 48.7 Total $ 60.9 $ 179.5 $ — $ 240.4 We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain investments. Such reclassifications are reported as transfers in and out of Level 3, or between other levels, at the beginning fair value for the reporting period in which the changes occur. Available-for-sale debt securities are recorded at fair value and any unrealized gains or losses are included in accumulated other comprehensive income and reclassified to finance and insurance, net revenue in the period or periods during which the debt securities are sold and the gains or losses are realized. Information about the effect of our available-for-sale debt securities in the accompanying condensed consolidated statements of income and condensed consolidated statements of comprehensive income, is as follows (in millions): For the Three Months Ended September 30, Results Recognized in Accumulated Other Comprehensive Income/(Loss) Location of Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) 2023 $ (5.1) Revenue-Finance and insurance, net $ (1.4) 2022 $ (4.3) Revenue-Finance and insurance, net $ (1.2) For the Nine Months Ended September 30, Results Recognized in Accumulated Other Comprehensive Income/(Loss) Location of Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) 2023 $ (6.6) Revenue-Finance and insurance, net $ (1.2) 2022 $ (7.1) Revenue-Finance and insurance, net $ (1.9) |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION During the nine months ended September 30, 2023 and 2022, we made interest payments, including amounts capitalized, totaling $102.9 million and $104.2 million, respectively. During the nine months ended September 30, 2023 and 2022, we made income tax payments, net of refunds received, totaling $180.1 million. and $178.3 million, respectively. During the nine months ended September 30, 2023 and 2022, we transferred $314.1 million and $201.5 million, respectively, of loaner vehicles from other current assets to inventories on our condensed consolidated balance sheets. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION As of September 30, 2023, the Company had two reportable segments: (1) Dealerships and (2) TCA. Our dealership operations are organized by management into geographic market-based groups within the Dealerships segment. The operations of our F&I product provider are reflected within our TCA segment. Our Chief Operating Decision Maker is our Chief Executive Officer who manages the business, regularly reviews financial information and allocates resources at the geographic market level for our dealerships and at the TCA segment level for our F&I product provider's operations. The geographic dealership group operating segments have been aggregated into one reportable segment as their operations (i) have similar economic characteristics (our markets all have similar long-term average gross margins), (ii) offer similar products and services (all of our markets offer new and used vehicles, parts and service, and finance and insurance products), (iii) have similar customers, (iv) have similar distribution and marketing practices (all of our markets distribute products and services through dealership facilities that market to customers in similar ways), and (v) operate under similar regulatory environments. TCA's vehicle protection products are sold through affiliated dealerships and the revenue from the related commissions is included in finance and insurance, net revenue in the Dealerships segment before consolidation. The corresponding claims expense incurred and the amortization of deferred acquisition costs is recorded as a cost of sales in the TCA segment. The Dealerships segment also provides vehicle repair and maintenance services to TCA customers in connection with claims related to TCA's vehicle protection products. Upon consolidation, the associated service revenue and costs recorded by the Dealerships segment are eliminated against claims expense recorded by the TCA segment. Reportable segment financial information for the three and nine months ended September 30, 2023 and 2022, are as follows: Three Months Ended September 30, 2023 Dealerships TCA Eliminations Total Company (In millions) Revenue $ 3,638.9 $ 70.4 $ (43.1) $ 3,666.2 Gross profit $ 655.5 $ 18.7 $ (0.6) $ 673.5 Three Months Ended September 30, 2022 Dealerships TCA Eliminations Total Company (In millions) Revenue $ 3,838.5 $ 59.7 $ (32.3) $ 3,865.9 Gross profit $ 749.0 $ 13.5 $ 5.3 $ 767.8 Nine Months Ended September 30, 2023 Dealerships TCA Eliminations Total Company (In millions) Revenue $ 10,914.0 $ 211.1 $ (134.2) $ 10,991.0 Gross profit $ 2,021.0 $ 59.5 $ 2.3 $ 2,082.8 Nine Months Ended September 30, 2022 Dealerships TCA Eliminations Total Company (In millions) Revenue $ 11,662.7 $ 169.0 $ (103.8) $ 11,727.9 Gross profit $ 2,324.1 $ 33.0 $ 5.5 $ 2,362.5 Total assets by segment as of September 30, 2023 and December 31, 2022 are as follows: As of September 30, 2023 Dealerships TCA Eliminations Total Company (In millions) Total assets $ 7,366.0 $ 880.2 $ 8.8 $ 8,255.0 As of December 31, 2022 Dealerships TCA Eliminations Total Company (In millions) Total assets $ 7,170.8 $ 869.2 $ (18.6) $ 8,021.4 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Our dealerships are party to dealer and framework agreements with applicable vehicle manufacturers. In accordance with these agreements, each dealership has certain rights and is subject to restrictions typical in the industry. The ability of these manufacturers to influence the operations of the dealerships or the loss of any of these agreements could have a materially negative impact on our operating results. In some instances, manufacturers may have the right, and may direct us, to implement costly capital improvements to dealerships as a condition to entering into, renewing, or extending franchise agreements with them. Manufacturers also typically require that their franchises meet specific standards of appearance. These factors, either alone or in combination, could cause us to use our financial resources on capital projects for which we might not have planned or otherwise determined to undertake. From time-to-time, we and our dealerships are or may become involved in various claims relating to, and arising out of, our business and our operations. These claims may involve, but not be limited to, financial and other audits by vehicle manufacturers or lenders and certain federal, state, and local government authorities, which have historically related primarily to (i) incentive and warranty payments received from vehicle manufacturers, or allegations of violations of manufacturer agreements or policies, (ii) compliance with lender rules and covenants, and (iii) payments made to government authorities relating to federal, state, and local taxes, as well as compliance with other government regulations. Claims may also arise through litigation, government proceedings, and other dispute resolution processes. Such claims, including class actions, could relate to, but may not be limited to, the practice of charging administrative fees and other fees and commissions, employment-related matters, truth-in-lending and other dealer assisted financing obligations, contractual disputes, actions brought by governmental authorities, and other matters. We evaluate pending and threatened claims and establish loss contingency reserves based upon outcomes we currently believe to be probable and reasonably estimable. Based on our review of the various types of claims currently known to us, there is no indication of material reasonably possible losses in excess of amounts accrued in the aggregate. We currently do not anticipate that any known claim will materially adversely affect our financial condition, liquidity, or results of operations. However, the outcome of any matter cannot be predicted with certainty, and an unfavorable resolution of one or more matters presently known or arising in the future could have a material adverse effect on our financial condition, liquidity, or results of operations. A significant portion of our business involves the sale of vehicles, parts, or vehicles composed of parts that are manufactured outside the United States. As a result, our operations are subject to customary risks of importing merchandise, including fluctuations in the relative values of currencies, import duties, exchange controls, trade restrictions, work stoppages, and general political and socio-economic conditions in foreign countries. The United States or the countries from which our products are imported may, from time-to-time, impose new quotas, duties, tariffs, or other restrictions, or adjust presently prevailing quotas, duties, or tariffs, which may affect our operations, and our ability to purchase imported vehicles and/or parts at reasonable prices. Substantially all of our facilities are subject to federal, state and local provisions regarding the discharge of materials into the environment. Compliance with these provisions has not had, nor do we expect such compliance to have, any material effect upon our capital expenditures, net earnings, financial condition, liquidity or competitive position. We believe that our current practices and procedures for the control and disposition of such materials comply with applicable federal, state, and local requirements. No assurances can be provided, however, that future laws or regulations, or changes in existing laws or regulations, would not require us to expend significant resources in order to comply therewith. We had $14.0 million of letters of credit outstanding as of September 30, 2023, which are required by certain of our insurance providers. In addition, as of September 30, 2023, we maintained a $18.5 million surety bond line in the ordinary course of our business. Our letters of credit and surety bond line are considered to be off balance sheet arrangements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net income | $ 169.2 | $ 196.4 | $ 181.4 | $ 205 | $ 201.4 | $ 237.7 | $ 547 | $ 644.1 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and reflect the consolidated accounts of Asbury Automotive Group, Inc. (the "Company") and our wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. If necessary, reclassifications of amounts previously reported have been made to the accompanying condensed consolidated financial statements in order to conform to current presentation. In the opinion of management, all adjustments, consisting only of normal, recurring adjustments, considered necessary for a fair statement of the condensed consolidated financial statements as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022, have been included, unless otherwise indicated. Amounts presented in the condensed consolidated financial statements have been calculated using non-rounded amounts for all periods presented and therefore certain amounts may not compute or tie to prior year financial statements due to rounding. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for any other interim period, or any full year period. Our condensed consolidated financial statements should be read together with our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed quarterly and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Estimates made in the accompanying condensed consolidated financial statements include, but are not limited to, those relating to inventory valuation reserves, reserves for chargebacks against revenue recognized from the sale of finance and insurance products, reserves for self-insurance programs, and certain assumptions related to goodwill and dealership franchise rights intangible assets. |
Share Repurchases | Share Repurchases Share repurchases may be made from time-to-time in open market transactions or through privately negotiated transactions under the authorization approved by the Board of Directors. Periodically, the Company may retire repurchased shares of common stock previously held by the Company as treasury stock. In accordance with our accounting policy, we allocate any excess share repurchase price over par value between additional paid-in capital, which is limited to amounts initially recorded for the same issue, and retained earnings. During the three months ended September 30, 2023 and 2022, there were no shares repurchased under our share repurchase program. During the nine months ended September 30, 2023 and 2022, the Company repurchased 1,070,126 and 1,069,203 shares and retired 1,124,330 and 1,069,203 shares, of our common stock under our share repurchase program, respectively. The cash paid for these share repurchases was $210.7 million and $200.0 million for the nine months ended September 30, 2023 and 2022, respectively. On May 25, 2023, we announced that our Board of Directors approved a new authorization to repurchase up to $250 million of the Company's common stock (the "New Share Repurchase Authorization"), which replaces our previous share repurchase authorization. |
Earnings per Share | Earnings per Share Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average common shares and common share equivalents outstanding during the period. The Company excluded 466 and 403 restricted share units and 3 and 0 performance share units issued under the Asbury Automotive Group, Inc. 2019 Equity and Incentive Compensation Plan from its computation of diluted earnings per share for the three months ended September 30, 2023 and 2022, respectively. During the nine months ended September 30, 2023 and 2022, the Company excluded 2,235 and 1,937 restricted share units and 0 and 394 performance share units issued under the Asbury Automotive Group, Inc. 2019 Equity and Incentive Compensation Plan from its computation of diluted earnings per share, respectively, because they were anti-dilutive. For all periods presented, there were no adjustments to the numerator necessary to compute diluted earnings per share. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, Liabilities-Supplier Finance Programs. This standard serves to improve transparency about supplier finance programs. The ASU requires certain disclosures around key terms of outstanding supply chain finance programs and changes in obligations during a reporting period related to vendors participating in these programs. The new disclosure requirements do not affect the recognition, measurement or financial statement presentation of any amounts due. The guidance is effective for fiscal years beginning after December 15, 2022, except for rollforward information, which is effective in the first quarter of 2024. Early adoption is permitted. The adoption of this new guidance on January 1, 2023 did not have a material impact on our condensed consolidated financial statements. See Note 8 " Floor Plan Notes Payable ." |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue from contracts with customers for the three and nine months ended September 30, 2023 and 2022 consists of the following: For the Three Months Ended September 30, 2023 2022 (In millions) Revenue: New vehicle $ 1,861.9 $ 1,799.2 Used vehicle retail 1,016.8 1,249.8 Used vehicle wholesale 94.9 80.9 New and used vehicle 2,973.6 3,129.9 Sale of vehicle parts and accessories 125.1 128.9 Vehicle repair and maintenance services 401.4 407.2 Parts and services 526.5 536.1 Finance and insurance, net 166.1 200.0 Total revenue $ 3,666.2 $ 3,865.9 For the Nine Months Ended September 30, 2023 2022 (In millions) Revenue: New vehicle $ 5,572.2 $ 5,519.3 Used vehicle retail 3,051.8 3,739.5 Used vehicle wholesale 293.8 304.6 New and used vehicle 8,917.8 9,563.4 Sale of vehicle parts and accessories 375.0 384.5 Vehicle repair and maintenance services 1,193.1 1,173.7 Parts and service 1,568.2 1,558.2 Finance and insurance, net 505.0 606.4 Total revenue $ 10,991.0 $ 11,727.9 |
Schedule of Contract with Customer, Assets | Changes in contract assets during the period are reflected in the table below. Contract assets related to vehicle repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer. Certain incremental sales commissions payable to obtain an F&I revenue contract with a customer have been capitalized and are amortized using the same pattern of recognition applicable to the associated F&I revenue contract. Vehicle Repair and Maintenance Services Finance and Insurance, net Deferred Sales Commissions Total (In millions) Balance as of January 1, 2023 $ 14.7 $ 14.7 $ 37.2 $ 66.6 Transferred to receivables from contract assets recognized at the beginning of the period (14.7) (3.0) — (17.7) Amortization of costs to obtain a contract with a customer — — (2.0) (2.0) Costs incurred to obtain a contract with a customer — — 8.6 8.6 Increases related to revenue recognized, inclusive of adjustments to constraint, during the period 16.3 2.8 — 19.1 Balance as of March 31, 2023 $ 16.3 $ 14.5 $ 43.8 $ 74.6 Contract Assets (current), March 31, 2023 16.3 14.5 12.9 43.7 Contract Assets (long-term), March 31, 2023 — — 30.9 30.9 Transferred to receivables from contract assets recognized at the beginning of the period (16.3) (2.7) — (19.0) Amortization of costs to obtain a contract with a customer — — (3.2) (3.2) Costs incurred to obtain a contract with a customer — — 13.5 13.5 Increases related to revenue recognized, inclusive of adjustments to constraint, during the period 17.5 2.5 — 20.0 Balance as of June 30, 2023 $ 17.5 $ 14.3 $ 54.1 $ 86.2 Contract Assets (current), June 30, 2023 17.5 14.3 15.4 47.4 Contract Assets (long-term), June 30, 2023 — — 38.7 38.7 Transferred to receivables from contract assets recognized at the beginning of the period (17.5) (1.7) — (19.2) Amortization of costs incurred to obtain a contract with a customer — — (3.2) (3.2) Costs incurred to obtain a contract with a customer — — 10.7 10.7 Increases related to revenue recognized, inclusive of adjustments to constraint, during the period 23.9 1.7 — 25.6 Balance as of September 30, 2023 $ 23.9 $ 14.3 $ 61.6 $ 99.7 Contract Assets (current), September 30, 2023 23.9 14.3 17.6 55.8 Contract Assets (long-term), September 30, 2023 $ — $ — $ 43.9 $ 43.9 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following: As of September 30, 2023 December 31, 2022 (In millions) Vehicle receivables $ 65.5 $ 50.4 Manufacturer receivables 51.1 43.3 Other receivables 88.8 80.5 Total accounts receivable 205.3 174.1 Less—Allowance for credit losses (2.8) (2.2) Accounts receivable, net $ 202.5 $ 171.9 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following: As of September 30, 2023 December 31, 2022 (In millions) New vehicles $ 806.9 $ 527.7 Used vehicles 304.3 304.4 Parts and accessories 131.0 127.2 Total inventories, net (a) $ 1,242.1 $ 959.2 ____________________________ (a) Inventories, net as of December 31, 2022, excluded $3.4 million classified as assets held for sale. |
ASSETS AND LIABILITIES HELD F_2
ASSETS AND LIABILITIES HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Assets Held for Sale and Liabilities Associated with Assets Held for Sale | A summary of assets held for sale and liabilities associated with assets held for sale is as follows: As of September 30, 2023 December 31, 2022 (In millions) Assets: Inventory $ — $ 3.4 Loaners, net — 0.9 Property and equipment, net 15.8 24.0 Goodwill — 0.9 Total assets held for sale 15.8 29.1 Liabilities: Floor plan notes payable—non-trade — 2.8 Loaners notes payable — 0.8 Current maturities of long-term debt — 0.6 Long-term debt — 6.2 Total liabilities associated with assets held for sale — 10.5 Net assets held for sale $ 15.8 $ 18.7 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Carrying Amounts of Investment Securities and Fair Values | The amortized cost, gross unrealized gains and losses and estimated fair values of debt securities available-for-sale, equity securities, and other investments measured at net asset value are as follows: As of September 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (In millions) Short-term investments $ 7.4 $ — $ — $ 7.4 U.S. Treasury 13.5 — (0.4) 13.1 Municipal 30.0 — (1.0) 29.0 Corporate 120.6 — (4.2) 116.4 Mortgage and other asset-backed securities 136.9 0.1 (3.7) 133.3 Total debt securities 308.5 0.1 (9.4) 299.2 Total investments $ 308.5 $ 0.1 $ (9.4) $ 299.2 As of December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (In millions) Short-term investments $ 5.4 $ — $ — $ 5.4 U.S. Treasury 11.8 — (0.2) 11.6 Municipal 22.8 — (0.4) 22.4 Corporate 81.8 0.2 (2.3) 79.7 Mortgage and other asset-backed securities 73.8 0.3 (1.4) 72.7 Total debt securities 195.5 0.5 (4.4) 191.7 Common stock 48.7 — — 48.7 Total investments $ 244.2 $ 0.5 $ (4.4) $ 240.4 |
Schedule of Amortized Cost and Fair Value of TCA's Investment | A summary of amortized costs and fair value of investments by time to maturity, is as follows: As of September 30, 2023 Amortized Cost Fair Value (In millions) Due in 1 year or less $ 7.4 $ 7.4 Due in 1-5 years 108.0 104.8 Due in 6-10 years 53.6 51.4 Due after 10 years 2.5 2.3 Total by maturity 171.6 165.9 Mortgage and other asset-backed securities 136.9 133.3 Total investment securities $ 308.5 $ 299.2 |
Schedule of Unrealized Loss on Investments | The following tables summarize the amount of unrealized losses, defined as the amount by which the amortized cost exceeds fair value, and the related fair value of investments with unrealized losses. The investments were segregated into two categories: those that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months. The reference point for determining how long an investment was in an unrealized loss position was September 30, 2023. As of September 30, 2023 Less than 12 Months Greater than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (In millions) Short-term investments $ 2.1 $ — $ 1.9 $ — $ 4.1 $ — U.S. Treasury 8.2 (0.3) 4.9 (0.2) 13.1 (0.4) Municipal 18.5 (0.6) 9.7 (0.4) 28.2 (1.0) Corporate 52.9 (1.4) 58.5 (2.8) 111.4 (4.2) Mortgage and other asset-backed securities 84.4 (2.7) 31.9 (1.1) 116.3 (3.7) Total debt securities $ 166.1 $ (5.0) $ 106.9 $ (4.4) $ 273.0 $ (9.4) As of December 31, 2022 Less than 12 Months Greater than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (In millions) U.S. Treasury $ 9.2 $ (0.2) $ — $ — $ 9.2 $ (0.2) Municipal 19.0 (0.4) — — 19.0 (0.4) Corporate 66.2 (0.1) 5.2 (0.3) 71.4 (0.4) Mortgage and other asset-backed securities 51.4 (1.3) 1.5 (0.2) 52.9 (1.5) Total debt securities $ 145.7 $ (2.0) $ 6.8 $ (0.5) $ 152.6 $ (2.5) |
FLOOR PLAN NOTES PAYABLE (Table
FLOOR PLAN NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Floor Plan Notes Payable | Floor plan notes payable consisted of the following: As of September 30, 2023 December 31, 2022 (In millions) Floor plan notes payable—trade $ 115.9 $ 65.1 Floor plan notes payable offset account (57.0) (14.2) Floor plan notes payable—trade, net $ 58.9 $ 51.0 Floor plan notes payable—new non-trade (a) $ 850.5 $ 613.6 Floor plan notes payable offset account (b) (850.5) (613.6) Floor plan notes payable—non-trade, net $ — $ — ____________________________ (a) Floor plan notes payable—new non-trade as of December 31, 2022, excluded $2.8 million classified as liabilities associated with assets held for sale, respectively. (b) In addition to the $850.5 million and $613.6 million shown above as of September 30, 2023 and December 31, 2022, respectively, we held $81.2 million and $164.0 million, in the floor plan notes payable offset account as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, $81.2 million was shown as an offset to loaner vehicles notes payable. As of December 31, 2022, $100.8 million of the $164.0 million was reflected within cash and cash equivalents and the remaining $63.2 million was shown as an offset to loaner vehicles notes payable. Loaner vehicle notes payable is included in accounts payable and accrued liabilities within the condensed consolidated balance sheets. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: As of September 30, 2023 December 31, 2022 (In millions) 4.50% Senior Notes due 2028 $ 405.0 $ 405.0 4.625% Senior Notes due 2029 800.0 800.0 4.75% Senior Notes due 2030 445.0 445.0 5.00% Senior Notes due 2032 600.0 600.0 Mortgage notes payable bearing interest at fixed rates (a) 32.5 38.3 2021 Real Estate Facility 625.6 660.6 2021 BofA Real Estate Facility 167.8 173.3 2018 Bank of America Facility (b) 51.3 54.5 2018 Wells Fargo Master Loan Facility 73.2 76.9 2013 BofA Real Estate Facility — 24.9 2015 Wells Fargo Master Loan Facility 38.5 42.3 Finance lease liability 8.4 8.4 Total debt outstanding 3,247.3 3,329.2 Add—unamortized premium on 4.50% Senior Notes due 2028 0.7 0.8 Add—unamortized premium on 4.75% Senior Notes due 2030 1.4 1.6 Less—debt issuance costs (27.0) (30.4) Long-term debt, including current portion 3,222.3 3,301.2 Less—current portion, net of current portion of debt issuance costs (85.9) (84.5) Long-term debt $ 3,136.5 $ 3,216.8 ____________________________ (a) Mortgage notes payable excluded $2.7 million classified as liabilities associated with assets held for sale as of December 31, 2022. (b) Amounts reflected for the 2018 Bank of America Facility as of December 31, 2022, excluded $4.1 million classified as liabilities associated with assets held for sale. |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Fair Values of Liabilities | A summary of the carrying values and fair values of our subordinated long-term debt and our mortgage notes payable is as follows: As of September 30, 2023 December 31, 2022 (In millions) Carrying Value: 4.50% Senior Notes due 2028 $ 402.6 $ 409.5 4.625% Senior Notes due 2029 790.1 789.1 4.75% Senior Notes due 2030 442.1 441.7 5.00% Senior Notes due 2032 592.1 591.5 Mortgage notes payable (a) 987.1 1,061.1 Total carrying value $ 3,214.0 $ 3,292.9 Fair Value: 4.50% Senior Notes due 2028 $ 364.5 $ 354.4 4.625% Senior Notes due 2029 686.0 672.0 4.75% Senior Notes due 2030 379.4 372.7 5.00% Senior Notes due 2032 496.5 492.0 Mortgage notes payable (a) 985.7 1,069.8 Total fair value $ 2,912.1 $ 2,960.9 ____________________________ |
Schedule of Derivative Instruments | The following table provides information on the attributes of each swap as of September 30, 2023: Inception Date Notional Principal at Inception Notional Value as of September 30, 2023 Notional Principal at Maturity Maturity Date (In millions) January 2022 $ 300.0 $ 277.5 $ 228.8 December 2026 January 2022 $ 250.0 $ 250.0 $ 250.0 December 2031 May 2021 $ 184.4 $ 167.8 $ 110.6 May 2031 July 2020 $ 93.5 $ 77.5 $ 50.6 December 2028 July 2020 $ 85.5 $ 69.4 $ 57.3 November 2025 June 2015 $ 100.0 $ 60.1 $ 53.1 February 2025 |
Schedule of Derivative Instruments Fair Value | The following table provides information regarding the fair value of our interest rate swap agreements and the impact on the condensed consolidated balance sheets: As of September 30, 2023 December 31, 2022 (In millions) Other current assets $ 32.3 $ 29.6 Other long-term assets 79.1 72.8 Total fair value $ 111.4 $ 102.4 |
Schedule of Derivative Instruments Effect on Accumulated Other Comprehensive Income | Information about the effect of our interest rate swap agreements in the accompanying condensed consolidated statements of income and condensed consolidated statements of comprehensive income, is as follows (in millions): For the Three Months Ended September 30, Results Recognized in Accumulated Other Comprehensive Income/(Loss) Location of Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) 2023 $ 20.6 Other interest expense, net $ (9.2) 2022 $ 31.7 Other interest expense, net $ 1.8 For the Nine Months Ended September 30, Results Recognized in Accumulated Other Comprehensive Income/(Loss) Location of Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) 2023 $ 34.6 Other interest expense, net $ (25.6) 2022 $ 107.4 Other interest expense, net $ 3.0 |
Schedule of Fair Value, Assets Measured on Recurring and Nonrecurring Basis | The table below presents the Company’s investment securities that are measured at fair value on a recurring basis aggregated by the level in the fair value hierarchy within which those measurements fall: As of September 30, 2023 Level 1 Level 2 Level 3 Total (In millions) Cash equivalents $ 7.2 $ — $ — $ 7.2 Short-term investments 5.0 2.4 — 7.4 U.S. Treasury 13.1 — — 13.1 Municipal — 29.0 — 29.0 Corporate — 116.4 — 116.4 Mortgage and other asset-backed securities — 133.3 — 133.3 Total debt securities 18.0 281.2 — 299.2 Total $ 18.0 $ 281.2 $ — $ 299.2 As of December 31, 2022 Level 1 Level 2 Level 3 Total (In millions) Cash equivalents $ 6.6 $ — $ — $ 6.6 Short-term investments 0.6 4.8 — 5.4 U.S. Treasury 11.6 — — 11.6 Municipal — 22.4 — 22.4 Corporate — 79.7 — 79.7 Mortgage and other asset-backed securities — 72.6 — 72.6 Total debt securities 12.2 179.5 — 191.7 Common stock 48.7 — — 48.7 Total $ 60.9 $ 179.5 $ — $ 240.4 |
Schedule of Debt Securities, Available-for-Sale | Information about the effect of our available-for-sale debt securities in the accompanying condensed consolidated statements of income and condensed consolidated statements of comprehensive income, is as follows (in millions): For the Three Months Ended September 30, Results Recognized in Accumulated Other Comprehensive Income/(Loss) Location of Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) 2023 $ (5.1) Revenue-Finance and insurance, net $ (1.4) 2022 $ (4.3) Revenue-Finance and insurance, net $ (1.2) For the Nine Months Ended September 30, Results Recognized in Accumulated Other Comprehensive Income/(Loss) Location of Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) 2023 $ (6.6) Revenue-Finance and insurance, net $ (1.2) 2022 $ (7.1) Revenue-Finance and insurance, net $ (1.9) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Reportable segment financial information for the three and nine months ended September 30, 2023 and 2022, are as follows: Three Months Ended September 30, 2023 Dealerships TCA Eliminations Total Company (In millions) Revenue $ 3,638.9 $ 70.4 $ (43.1) $ 3,666.2 Gross profit $ 655.5 $ 18.7 $ (0.6) $ 673.5 Three Months Ended September 30, 2022 Dealerships TCA Eliminations Total Company (In millions) Revenue $ 3,838.5 $ 59.7 $ (32.3) $ 3,865.9 Gross profit $ 749.0 $ 13.5 $ 5.3 $ 767.8 Nine Months Ended September 30, 2023 Dealerships TCA Eliminations Total Company (In millions) Revenue $ 10,914.0 $ 211.1 $ (134.2) $ 10,991.0 Gross profit $ 2,021.0 $ 59.5 $ 2.3 $ 2,082.8 Nine Months Ended September 30, 2022 Dealerships TCA Eliminations Total Company (In millions) Revenue $ 11,662.7 $ 169.0 $ (103.8) $ 11,727.9 Gross profit $ 2,324.1 $ 33.0 $ 5.5 $ 2,362.5 Total assets by segment as of September 30, 2023 and December 31, 2022 are as follows: As of September 30, 2023 Dealerships TCA Eliminations Total Company (In millions) Total assets $ 7,366.0 $ 880.2 $ 8.8 $ 8,255.0 As of December 31, 2022 Dealerships TCA Eliminations Total Company (In millions) Total assets $ 7,170.8 $ 869.2 $ (18.6) $ 8,021.4 |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 07, 2023 USD ($) newVehicleDealerships collisionCenter | Sep. 30, 2023 VehicleBrands dealership_location CollisionRepairCenters states franchise shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 shares | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) VehicleBrands dealership_location segment CollisionRepairCenters franchise states shares | Sep. 30, 2022 USD ($) shares | May 25, 2023 USD ($) | |
Business Organization [Line Items] | |||||||||
Number of franchises (in franchises) | franchise | 181 | 181 | |||||||
Number of dealership locations (in dealership locations) | dealership_location | 138 | 138 | |||||||
Number of vehicle brands (in vehicle brands) | VehicleBrands | 31 | 31 | |||||||
Number of collision repair centers (in collision repair centers) | CollisionRepairCenters | 31 | 31 | |||||||
Number of states (in states) | states | 14 | 14 | |||||||
Number of reportable segments | segment | 2 | ||||||||
Transaction agreement, expected payments to acquire business | $ 1,200 | ||||||||
Transaction agreement, dealerships to be acquired | newVehicleDealerships | 20 | ||||||||
Transaction agreement, collision centers to be acquired | collisionCenter | 6 | ||||||||
Retirement of common stock (in shares) | shares | 0 | 0 | 1,070,126 | 1,069,203 | |||||
Treasury stock, retired (in shares) | shares | 1,124,330 | ||||||||
Treasury stock, acquired value | $ 192.1 | $ 20.7 | $ 198.6 | ||||||
Cash paid to acquire treasury stock | $ 210.7 | $ 200 | |||||||
Stock repurchase program, authorized amount | $ 250 | ||||||||
Real Estate & Leasehold Improvements | |||||||||
Business Organization [Line Items] | |||||||||
Transaction agreement, expected payments to acquire business | $ 417 | ||||||||
Restricted Share Units | |||||||||
Business Organization [Line Items] | |||||||||
Antidilutive securities excluded from computation of earnings per share | shares | 466 | 403 | 2,235 | 1,937 | |||||
Performance share units | |||||||||
Business Organization [Line Items] | |||||||||
Antidilutive securities excluded from computation of earnings per share | shares | 3 | 0 | 0 | 394 | |||||
Luxury Brands | |||||||||
Business Organization [Line Items] | |||||||||
Weighted brand mix (percent) | 33% | ||||||||
Mid-line Import Brands | |||||||||
Business Organization [Line Items] | |||||||||
Weighted brand mix (percent) | 39% | ||||||||
Domestic Brands | |||||||||
Business Organization [Line Items] | |||||||||
Weighted brand mix (percent) | 28% |
REVENUE RECOGNITION (Disaggrega
REVENUE RECOGNITION (Disaggregation of Revenue) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 3,666.2 | $ 3,865.9 | $ 10,991 | $ 11,727.9 |
New and used vehicle | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,973.6 | 3,129.9 | 8,917.8 | 9,563.4 |
New and used vehicle | New vehicle | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,861.9 | 1,799.2 | 5,572.2 | 5,519.3 |
New and used vehicle | Used vehicle retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,016.8 | 1,249.8 | 3,051.8 | 3,739.5 |
New and used vehicle | Used vehicle wholesale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 94.9 | 80.9 | 293.8 | 304.6 |
Parts and service | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 526.5 | 536.1 | 1,568.2 | 1,558.2 |
Parts and service | Sale of vehicle parts and accessories | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 125.1 | 128.9 | 375 | 384.5 |
Parts and service | Vehicle repair and maintenance services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 401.4 | 407.2 | 1,193.1 | 1,173.7 |
Finance and insurance, net | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 166.1 | $ 200 | $ 505 | $ 606.4 |
REVENUE RECOGNITION (Contract A
REVENUE RECOGNITION (Contract Assets) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Change in Contract with Customer, Asset [Roll Forward] | |||
Balance as of January 1, 2023 | $ 86.2 | $ 74.6 | $ 66.6 |
Transferred to receivables from contract assets recognized at the beginning of the period | (19.2) | (19) | (17.7) |
Amortization of costs to obtain a contract with a customer | (3.2) | (3.2) | (2) |
Costs incurred to obtain a contract with a customer | 10.7 | 13.5 | 8.6 |
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period | 25.6 | 20 | 19.1 |
Balance as of June 30, 2023 | 99.7 | 86.2 | 74.6 |
Contract assets, current | 55.8 | 47.4 | 43.7 |
Contract assets, long-term | 43.9 | 38.7 | 30.9 |
Deferred Commissions | |||
Change in Contract with Customer, Asset [Roll Forward] | |||
Balance as of January 1, 2023 | 54.1 | 43.8 | 37.2 |
Transferred to receivables from contract assets recognized at the beginning of the period | 0 | 0 | 0 |
Amortization of costs to obtain a contract with a customer | (3.2) | (3.2) | (2) |
Costs incurred to obtain a contract with a customer | 10.7 | 13.5 | 8.6 |
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period | 0 | 0 | 0 |
Balance as of June 30, 2023 | 61.6 | 54.1 | 43.8 |
Contract assets, current | 17.6 | 15.4 | 12.9 |
Contract assets, long-term | 43.9 | 38.7 | 30.9 |
Vehicle repair and maintenance services | |||
Change in Contract with Customer, Asset [Roll Forward] | |||
Balance as of January 1, 2023 | 17.5 | 16.3 | 14.7 |
Transferred to receivables from contract assets recognized at the beginning of the period | (17.5) | (16.3) | (14.7) |
Amortization of costs to obtain a contract with a customer | 0 | 0 | 0 |
Costs incurred to obtain a contract with a customer | 0 | 0 | 0 |
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period | 23.9 | 17.5 | 16.3 |
Balance as of June 30, 2023 | 23.9 | 17.5 | 16.3 |
Contract assets, current | 23.9 | 17.5 | 16.3 |
Contract assets, long-term | 0 | 0 | 0 |
Finance and Insurance, net | |||
Change in Contract with Customer, Asset [Roll Forward] | |||
Balance as of January 1, 2023 | 14.3 | 14.5 | 14.7 |
Transferred to receivables from contract assets recognized at the beginning of the period | (1.7) | (2.7) | (3) |
Amortization of costs to obtain a contract with a customer | 0 | 0 | 0 |
Costs incurred to obtain a contract with a customer | 0 | 0 | 0 |
Increases related to revenue recognized, inclusive of adjustments to constraint, during the period | 1.7 | 2.5 | 2.8 |
Balance as of June 30, 2023 | 14.3 | 14.3 | 14.5 |
Contract assets, current | 14.3 | 14.3 | 14.5 |
Contract assets, long-term | $ 0 | $ 0 | $ 0 |
REVENUE RECOGNITION (Narrative)
REVENUE RECOGNITION (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
Deferred revenue | $ 726.9 | $ 713.9 |
Finance and insurance, net | ||
Business Acquisition [Line Items] | ||
Deferred revenue | $ 176.7 |
DIVESTITURES (Details)
DIVESTITURES (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) dealership_location franchise | Sep. 30, 2022 USD ($) franchise dealership_location collisionCenter | |
Business Acquisition [Line Items] | ||||
Gain on divestitures, net | $ | $ 0 | $ 0 | $ (13.5) | $ (4.4) |
Payments for previous acquisition | $ | $ 5 | |||
Missouri | Disposed of by sale | ||||
Business Acquisition [Line Items] | ||||
Number of franchises, sold (in franchises) | franchise | 1 | |||
Number of dealership locations, sold (in dealership locations) | dealership_location | 1 | |||
Colorado | Disposed of by sale | ||||
Business Acquisition [Line Items] | ||||
Number of franchises, sold (in franchises) | franchise | 3 | |||
Number of dealership locations, sold (in dealership locations) | dealership_location | 3 | |||
Number of collision centers, sold (in collision centers) | collisionCenter | 1 | |||
Texas | Disposed of by sale | ||||
Business Acquisition [Line Items] | ||||
Number of franchises, sold (in franchises) | franchise | 1 | |||
Number of dealership locations, sold (in dealership locations) | dealership_location | 1 | |||
Washington | Disposed of by sale | ||||
Business Acquisition [Line Items] | ||||
Number of franchises, sold (in franchises) | franchise | 2 | |||
Number of dealership locations, sold (in dealership locations) | dealership_location | 2 | |||
New Mexico | Disposed of by sale | ||||
Business Acquisition [Line Items] | ||||
Number of franchises, sold (in franchises) | franchise | 1 | |||
Number of dealership locations, sold (in dealership locations) | dealership_location | 1 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 205.3 | $ 174.1 |
Less—Allowance for doubtful accounts | (2.8) | (2.2) |
Accounts receivable, net | 202.5 | 171.9 |
Vehicle receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 65.5 | 50.4 |
Manufacturer receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 51.1 | 43.3 |
Other receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 88.8 | $ 80.5 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Components of Inventory [Line Items] | |||
Total inventories | $ 1,242.1 | $ 959.2 | |
Lower of cost or market inventory reserves | 8.7 | 10.7 | |
Held-for-sale | |||
Components of Inventory [Line Items] | |||
Total inventories | 3.4 | ||
New vehicles | |||
Components of Inventory [Line Items] | |||
Total inventories | 806.9 | 527.7 | |
Reduction of new vehicle inventory cost by automobile manufacturer incentives | (7) | (2.7) | |
Reduction to cost of sales | 68.9 | $ 69.4 | |
Used vehicles | |||
Components of Inventory [Line Items] | |||
Total inventories | 304.3 | 304.4 | |
Parts and accessories | |||
Components of Inventory [Line Items] | |||
Total inventories | $ 131 | $ 127.2 |
ASSETS HELD FOR SALE - Assets H
ASSETS HELD FOR SALE - Assets Held for Sale and Liabilities Associated with the Assets (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Inventory | $ 0 | $ 3.4 |
Loaners, net | 0 | 0.9 |
Property and equipment, net | 15.8 | 24 |
Goodwill | 0 | 0.9 |
Total assets held for sale | 15.8 | 29.1 |
Liabilities: | ||
Floor plan notes payable—non-trade | 0 | 2.8 |
Loaners notes payable | 0 | 0.8 |
Current maturities of long-term debt | 0 | 0.6 |
Long-term debt | 0 | 6.2 |
Total liabilities associated with assets held for sale | 0 | 10.5 |
Net assets held for sale | $ 15.8 | $ 18.7 |
ASSETS AND LIABILITIES HELD F_3
ASSETS AND LIABILITIES HELD FOR SALE - Narrative (Details) - Held-for-sale | 12 Months Ended | ||
Dec. 31, 2022 property dealership_location | Sep. 30, 2023 property | Dec. 31, 2022 franchise | |
Long Lived Assets Held-for-sale [Line Items] | |||
Number of real estate properties | 1 | 1 | 1 |
Number of dealership locations acquired (in dealership locations) | 1 |
INVESTMENTS - Carrying Amounts
INVESTMENTS - Carrying Amounts of Investments (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 308.5 | $ 244.2 |
Gross Unrealized Gains | 0.1 | 0.5 |
Gross Unrealized Losses | (9.4) | (4.4) |
Fair Value | 299.2 | 240.4 |
Interest receivable | 2.1 | 1.3 |
Short-term investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 7.4 | 5.4 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 7.4 | 5.4 |
U.S. Treasury | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 13.5 | 11.8 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (0.4) | (0.2) |
Fair Value | 13.1 | 11.6 |
Municipal | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 30 | 22.8 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (1) | (0.4) |
Fair Value | 29 | 22.4 |
Corporate | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 120.6 | 81.8 |
Gross Unrealized Gains | 0 | 0.2 |
Gross Unrealized Losses | (4.2) | (2.3) |
Fair Value | 116.4 | 79.7 |
Mortgage and other asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 136.9 | 73.8 |
Gross Unrealized Gains | 0.1 | 0.3 |
Gross Unrealized Losses | (3.7) | (1.4) |
Fair Value | 133.3 | 72.7 |
Total debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 308.5 | 195.5 |
Gross Unrealized Gains | 0.1 | 0.5 |
Gross Unrealized Losses | (9.4) | (4.4) |
Fair Value | $ 299.2 | 191.7 |
Common Stock | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 48.7 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 48.7 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) equitySecurity | Sep. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) equitySecurity | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Investments, Debt and Equity Securities [Abstract] | ||||||
Number of equity securities held | equitySecurity | 0 | 0 | ||||
Unrealized gain (loss) | $ (400,000) | |||||
Interest receivable | $ 2,100,000 | $ 2,100,000 | $ 1,300,000 | |||
Debt securities, available-for-sale, realized gain | 100,000 | $ 0 | 300,000 | $ 0 | ||
Debt securities, available-for-sale, realized loss | 1,500,000 | 1,200,000 | 1,500,000 | 1,900,000 | ||
Equity securities, available-for-sale, realized gain | 0 | 8,400,000 | 3,700,000 | 10,100,000 | ||
Equity securities, available-for-sale, realized loss | 0 | $ 2,100,000 | 900,000 | $ 3,600,000 | ||
HTM, allowance | $ 0 | $ 0 |
INVESTMENTS - Amortized Cost an
INVESTMENTS - Amortized Cost and Fair Value of TCA's Investment (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Available-for-Sale, Amortized Cost | ||
Due in 1 year or less | $ 7.4 | |
Due in 1-5 years | 108 | |
Due in 5-10 years | 53.6 | |
Due after 10 years | 2.5 | |
Total by maturity | 171.6 | |
Available-for-Sale, Fair Value | ||
Due in 1 year or less | 7.4 | |
Due in 1-5 years | 104.8 | |
Due in 5-10 years | 51.4 | |
Due after 10 years | 2.3 | |
Total by maturity | 165.9 | |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 308.5 | $ 244.2 |
Fair Value | 299.2 | 240.4 |
Mortgage and other asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 136.9 | 73.8 |
Fair Value | $ 133.3 | 72.7 |
Common Stock | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 48.7 | |
Fair Value | $ 48.7 |
INVESTMENTS - Schedule of Gross
INVESTMENTS - Schedule of Gross Realized Gains and Losses (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Gain (Loss) on Securities [Line Items] | ||
Less than 12 Months, Fair Value | $ 166.1 | $ 145.7 |
Less than 12 Months, Gross Unrealized Losses | (5) | (2) |
12 Months or Longer, Fair Value | 106.9 | 6.8 |
12 Months or Longer, Gross Unrealized Losses | (4.4) | (0.5) |
Total Fair Value | 273 | 152.6 |
Total Gross Unrealized Losses | (9.4) | (2.5) |
Short-term investments | ||
Gain (Loss) on Securities [Line Items] | ||
Less than 12 Months, Fair Value | 2.1 | |
Less than 12 Months, Gross Unrealized Losses | 0 | |
12 Months or Longer, Fair Value | 1.9 | |
12 Months or Longer, Gross Unrealized Losses | 0 | |
Total Fair Value | 4.1 | |
Total Gross Unrealized Losses | 0 | |
U.S. Treasury | ||
Gain (Loss) on Securities [Line Items] | ||
Less than 12 Months, Fair Value | 8.2 | 9.2 |
Less than 12 Months, Gross Unrealized Losses | (0.3) | (0.2) |
12 Months or Longer, Fair Value | 4.9 | 0 |
12 Months or Longer, Gross Unrealized Losses | (0.2) | 0 |
Total Fair Value | 13.1 | 9.2 |
Total Gross Unrealized Losses | (0.4) | (0.2) |
Municipal | ||
Gain (Loss) on Securities [Line Items] | ||
Less than 12 Months, Fair Value | 18.5 | 19 |
Less than 12 Months, Gross Unrealized Losses | (0.6) | (0.4) |
12 Months or Longer, Fair Value | 9.7 | 0 |
12 Months or Longer, Gross Unrealized Losses | (0.4) | 0 |
Total Fair Value | 28.2 | 19 |
Total Gross Unrealized Losses | (1) | (0.4) |
Corporate | ||
Gain (Loss) on Securities [Line Items] | ||
Less than 12 Months, Fair Value | 52.9 | 66.2 |
Less than 12 Months, Gross Unrealized Losses | (1.4) | (0.1) |
12 Months or Longer, Fair Value | 58.5 | 5.2 |
12 Months or Longer, Gross Unrealized Losses | (2.8) | (0.3) |
Total Fair Value | 111.4 | 71.4 |
Total Gross Unrealized Losses | (4.2) | (0.4) |
Mortgage and other asset-backed securities | ||
Gain (Loss) on Securities [Line Items] | ||
Less than 12 Months, Fair Value | 84.4 | 51.4 |
Less than 12 Months, Gross Unrealized Losses | (2.7) | (1.3) |
12 Months or Longer, Fair Value | 31.9 | 1.5 |
12 Months or Longer, Gross Unrealized Losses | (1.1) | (0.2) |
Total Fair Value | 116.3 | 52.9 |
Total Gross Unrealized Losses | $ (3.7) | $ (1.5) |
FLOOR PLAN NOTES PAYABLE - Sche
FLOOR PLAN NOTES PAYABLE - Schedule of Floor Plan Notes Payable (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Floor Plan Notes Payable [Line Items] | ||
Floor plan notes payable—trade | $ 115.9 | $ 65.1 |
Floor plan notes payable offset account | (57) | (14.2) |
Floor plan notes payable—trade, net | 58.9 | 51 |
Floor plan notes payable—non-trade | 850.5 | 613.6 |
Floor plan notes payable offset account (b) | (850.5) | (613.6) |
Floor plan notes payable—non-trade, net | 0 | 0 |
Floor plan notes payable—non-trade, liabilities associated with assets held for sale | 2.8 | |
Floor plan, notes payable, offset account, additional amount | 81.2 | 164 |
Cash and Cash Equivalents | ||
Floor Plan Notes Payable [Line Items] | ||
Floor plan, notes payable, offset account, additional amount | 100.8 | |
Accounts Payable and Accrued Liabilities | ||
Floor Plan Notes Payable [Line Items] | ||
Floor plan, notes payable, offset account, additional amount | $ 81.2 | $ 63.2 |
FLOOR PLAN NOTES PAYABLE - Narr
FLOOR PLAN NOTES PAYABLE - Narrative (Details) - USD ($) $ in Millions | Oct. 20, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | May 27, 2022 |
Floor Plan Notes Payable [Line Items] | ||||
Debt instrument, conversion, maximum convertible amount, amount subtracted from contractual total | $ 50 | |||
Amount available under revolving loan credit facility transferred to new vehicle floor plan facility | $ 389 | |||
Loaner Vehicle Notes Payable - Bank of America | ||||
Floor Plan Notes Payable [Line Items] | ||||
Notes payable | 22.8 | $ 10.8 | ||
Notes payable, offsets | 81.2 | 63.2 | ||
Loaner Vehicle Floorplan Facility | ||||
Floor Plan Notes Payable [Line Items] | ||||
Notes payable | $ 92.8 | $ 83.7 | ||
Revolving Credit Facility | Subsequent Event | Revolving Credit Facility | Senior Credit Facility | ||||
Floor Plan Notes Payable [Line Items] | ||||
Current borrowing capacity | $ 500 | |||
New Vehicle Floor Plan Facility | Subsequent Event | SOFR | ||||
Floor Plan Notes Payable [Line Items] | ||||
Basis spread on variable rate | 1.10% | |||
New Vehicle Floor Plan Facility | Subsequent Event | Base Rate | ||||
Floor Plan Notes Payable [Line Items] | ||||
Basis spread on variable rate | 0.10% | |||
New Vehicle Floor Plan Facility | Subsequent Event | Revolving Floorplan Facility | Senior Credit Facility | ||||
Floor Plan Notes Payable [Line Items] | ||||
Current borrowing capacity | $ 1,925 | |||
Used Vehicle Floor Plan Facility | Subsequent Event | SOFR | ||||
Floor Plan Notes Payable [Line Items] | ||||
Basis spread on variable rate | 1.40% | |||
Used Vehicle Floor Plan Facility | Subsequent Event | Base Rate | ||||
Floor Plan Notes Payable [Line Items] | ||||
Basis spread on variable rate | 0.40% | |||
Used Vehicle Floor Plan Facility | Subsequent Event | Revolving Floorplan Facility | Senior Credit Facility | ||||
Floor Plan Notes Payable [Line Items] | ||||
Current borrowing capacity | $ 375 | |||
2023 Senior Credit Facility | Subsequent Event | ||||
Floor Plan Notes Payable [Line Items] | ||||
Debt instrument, variable rate, minimum | 0.0100 | |||
2023 Senior Credit Facility | Subsequent Event | Minimum | Federal Funds Rate | ||||
Floor Plan Notes Payable [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
2023 Senior Credit Facility | Subsequent Event | Minimum | Base Rate Component, SOFR | ||||
Floor Plan Notes Payable [Line Items] | ||||
Basis spread on variable rate | 1% | |||
2023 Senior Credit Facility | Subsequent Event | Minimum | SOFR | ||||
Floor Plan Notes Payable [Line Items] | ||||
Basis spread on variable rate | 1% | |||
2023 Senior Credit Facility | Subsequent Event | Minimum | Base Rate | ||||
Floor Plan Notes Payable [Line Items] | ||||
Basis spread on variable rate | 0.15% | |||
2023 Senior Credit Facility | Subsequent Event | Maximum | SOFR | ||||
Floor Plan Notes Payable [Line Items] | ||||
Basis spread on variable rate | 2% | |||
2023 Senior Credit Facility | Subsequent Event | Maximum | Base Rate | ||||
Floor Plan Notes Payable [Line Items] | ||||
Basis spread on variable rate | 100% | |||
2023 Senior Credit Facility | Subsequent Event | Revolving Credit Facility | Senior Credit Facility | ||||
Floor Plan Notes Payable [Line Items] | ||||
Maximum borrowing capacity | $ 750 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Finance lease liability | $ 8.4 | $ 8.4 | |
Total debt outstanding | 3,247.3 | 3,329.2 | |
Less—debt issuance costs | (27) | (30.4) | |
Long-term debt, including current portion | 3,222.3 | 3,301.2 | |
Less—current portion, net of current portion of debt issuance costs | (85.9) | (84.5) | |
Long-term debt | 3,136.5 | 3,216.8 | |
Repaid, principal | $ 23.9 | ||
2021 Real Estate Facility | Bank of America, N.A. | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 625.6 | 660.6 | |
2021 BofA Real Estate Facility | Wells Fargo Bank, National Association | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 167.8 | 173.3 | |
2018 BofA Real Estate Facility | |||
Debt Instrument [Line Items] | |||
Liabilities associated with assets held for sale | 4.1 | ||
2018 BofA Real Estate Facility | Bank of America, N.A. | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 51.3 | 54.5 | |
2018 Wells Fargo Master Loan Facility | Wells Fargo Bank, National Association | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 73.2 | 76.9 | |
2013 BofA Real Estate Facility | Bank of America, N.A. | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 0 | 24.9 | |
2015 Wells Fargo Master Loan Facility | Wells Fargo Bank, National Association | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 38.5 | 42.3 | |
Senior Notes | 4.50% Senior Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Stated interest rate of debt instrument | 4.50% | ||
Long-term debt, gross | $ 405 | 405 | |
Add—unamortized premium | $ 0.7 | 0.8 | |
Senior Notes | 4.625% Senior Notes due 2029 | |||
Debt Instrument [Line Items] | |||
Stated interest rate of debt instrument | 4.625% | ||
Long-term debt, gross | $ 800 | 800 | |
Senior Notes | 4.75% Senior Notes due 2030 | |||
Debt Instrument [Line Items] | |||
Stated interest rate of debt instrument | 4.75% | ||
Long-term debt, gross | $ 445 | 445 | |
Add—unamortized premium | $ 1.4 | 1.6 | |
Senior Notes | 5.00% Senior Notes due 2032 | |||
Debt Instrument [Line Items] | |||
Stated interest rate of debt instrument | 5% | ||
Long-term debt, gross | $ 600 | 600 | |
Mortgage notes payable bearing interest at fixed rates | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 32.5 | 38.3 | |
Liabilities associated with assets held for sale | $ 2.7 | $ 2.7 |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE (Summary of Carrying Values and Fair Values of Debt) (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total carrying value | $ 3,214 | $ 3,292.9 |
Total fair value | $ 2,912.1 | 2,960.9 |
Senior Notes | 4.50% Senior Notes due 2028 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate of debt instrument | 4.50% | |
Total carrying value | $ 402.6 | 409.5 |
Total fair value | $ 364.5 | 354.4 |
Senior Notes | 4.625% Senior Notes due 2029 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate of debt instrument | 4.625% | |
Total carrying value | $ 790.1 | 789.1 |
Total fair value | $ 686 | 672 |
Senior Notes | 4.75% Senior Notes due 2030 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate of debt instrument | 4.75% | |
Total carrying value | $ 442.1 | 441.7 |
Total fair value | $ 379.4 | 372.7 |
Senior Notes | 5.00% Senior Notes due 2032 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate of debt instrument | 5% | |
Total carrying value | $ 592.1 | 591.5 |
Total fair value | 496.5 | 492 |
Mortgage notes payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total carrying value | 987.1 | 1,061.1 |
Total fair value | 985.7 | 1,069.8 |
Liabilities associated with assets HFS, FV | $ 6.8 | $ 6.8 |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE (Narrative) (Details) | Sep. 30, 2023 USD ($) numberOfInstruments | Dec. 31, 2022 USD ($) | Jan. 31, 2022 USD ($) numberOfInstruments |
Level 2 | Liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of interest rate swaps | $ (102,400,000) | ||
Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Number of instruments held | numberOfInstruments | 6 | 2 | |
Notional amount | $ 550,000,000 | ||
Notional principal amount at maturity | $ 228,800,000 | ||
Fair value of interest rate swaps | $ 111,400,000 | $ 102,400,000 | |
Interest rate swap, net loss amount expected to be reclassified in the next twelve months | $ (32,300,000) |
FINANCIAL INSTRUMENTS AND FAI_5
FINANCIAL INSTRUMENTS AND FAIR VALUE (Interest Rate Swap Agreements) (Details) - USD ($) | Sep. 30, 2023 | Jan. 31, 2022 | May 31, 2021 | Jul. 31, 2020 | Jun. 30, 2015 |
Interest Rate Swap, January 2022 | |||||
Derivative [Line Items] | |||||
Notional Principal at Inception | $ 277,500,000 | $ 300,000,000 | |||
Notional Principal at Maturity | 228,800,000 | ||||
Interest Rate Swap, January 2022 | |||||
Derivative [Line Items] | |||||
Notional Principal at Inception | 250,000,000 | 250,000,000 | |||
Notional Principal at Maturity | $ 250,000,000 | ||||
Interest Rate Swap, May 2021 | |||||
Derivative [Line Items] | |||||
Notional Principal at Inception | 167,800,000 | $ 184,400,000 | |||
Notional Principal at Maturity | $ 110,600,000 | ||||
Interest Rate Swap, July 20 | |||||
Derivative [Line Items] | |||||
Notional Principal at Inception | 77,500,000 | $ 93,500,000 | |||
Notional Principal at Maturity | 50,600,000 | ||||
Interest Rate Swap, July 20 | |||||
Derivative [Line Items] | |||||
Notional Principal at Inception | 69,400,000 | 85,500,000 | |||
Notional Principal at Maturity | $ 57,300,000 | ||||
Interest Rate Swap, June 2015 | |||||
Derivative [Line Items] | |||||
Notional Principal at Inception | $ 60,100,000 | $ 100,000,000 | |||
Notional Principal at Maturity | $ 53,100,000 |
FINANCIAL INSTRUMENTS AND FAI_6
FINANCIAL INSTRUMENTS AND FAIR VALUE (Schedule of Fair value of Interest Rate Swaps) (Details) - Interest Rate Swap - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of interest rate swaps | $ 111.4 | $ 102.4 |
Other current assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of interest rate swaps | 32.3 | 29.6 |
Other long-term assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of interest rate swaps | $ 79.1 | $ 72.8 |
FINANCIAL INSTRUMENTS AND FAI_7
FINANCIAL INSTRUMENTS AND FAIR VALUE (Schedule of Derivative Instruments Effect on the Consolidated Income Statement, Including Accumulated Other Comprehensive Income) (Details) - Interest Rate Swap - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Results Recognized in Accumulated Other Comprehensive Income/(Loss) | $ 20.6 | $ 31.7 | $ 34.6 | $ 107.4 |
Other interest expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings | $ (9.2) | $ (25.6) | ||
Other interest expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings | $ 1.8 | $ 3 |
FINANCIAL INSTRUMENTS AND FAI_8
FINANCIAL INSTRUMENTS AND FAIR VALUE (Schedule of Investments at Fair Value) (Details) - Recurring - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Total | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 7.2 | $ 6.6 |
Investments, fair value | 299.2 | 240.4 |
Total | Total debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 299.2 | 191.7 |
Total | Short-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 7.4 | 5.4 |
Total | U.S. Treasury | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 13.1 | 11.6 |
Total | Municipal | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 29 | 22.4 |
Total | Corporate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 116.4 | 79.7 |
Total | Mortgage and other asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 133.3 | 72.6 |
Total | Common Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 48.7 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 7.2 | 6.6 |
Investments, fair value | 18 | 60.9 |
Level 1 | Total debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 18 | 12.2 |
Level 1 | Short-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 5 | 0.6 |
Level 1 | U.S. Treasury | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 13.1 | 11.6 |
Level 1 | Municipal | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 0 | 0 |
Level 1 | Corporate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 0 | 0 |
Level 1 | Mortgage and other asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 0 | 0 |
Level 1 | Common Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 48.7 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Investments, fair value | 281.2 | 179.5 |
Level 2 | Total debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 281.2 | 179.5 |
Level 2 | Short-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 2.4 | 4.8 |
Level 2 | U.S. Treasury | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 0 | 0 |
Level 2 | Municipal | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 29 | 22.4 |
Level 2 | Corporate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 116.4 | 79.7 |
Level 2 | Mortgage and other asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 133.3 | 72.6 |
Level 2 | Common Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Investments, fair value | 0 | 0 |
Level 3 | Total debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 0 | 0 |
Level 3 | Short-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 0 | 0 |
Level 3 | U.S. Treasury | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 0 | 0 |
Level 3 | Municipal | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 0 | 0 |
Level 3 | Corporate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 0 | 0 |
Level 3 | Mortgage and other asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | $ 0 | 0 |
Level 3 | Common Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | $ 0 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||||
Results Recognized in Accumulated Other Comprehensive Income/(Loss) | $ (6.6) | $ (4.3) | $ (5.1) | $ (7.1) |
Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) to Earnings | $ (1.2) | $ (1.2) | $ (1.4) | $ (1.9) |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest payments made including amounts capitalized | $ 102.9 | $ 104.2 |
Income taxes paid | 180.1 | 178.3 |
Loaner vehicles transferred from other current assets to inventory | $ 314.1 | $ 201.5 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Revenue | $ 3,666.2 | $ 3,865.9 | $ 10,991 | $ 11,727.9 | |
Gross profit | 673.5 | 767.8 | 2,082.8 | 2,362.5 | |
Total assets | 8,255 | 8,255 | $ 8,021.4 | ||
Intersegment Eliminations | |||||
Business Acquisition [Line Items] | |||||
Revenue | (43.1) | (32.3) | (134.2) | (103.8) | |
Gross profit | (0.6) | 5.3 | 2.3 | 5.5 | |
Total assets | 8.8 | 8.8 | (18.6) | ||
Dealerships | Operating Segments | |||||
Business Acquisition [Line Items] | |||||
Revenue | 3,638.9 | 3,838.5 | 10,914 | 11,662.7 | |
Gross profit | 655.5 | 749 | 2,021 | 2,324.1 | |
Total assets | 7,366 | 7,366 | 7,170.8 | ||
TCA | Operating Segments | |||||
Business Acquisition [Line Items] | |||||
Revenue | 70.4 | 59.7 | 211.1 | 169 | |
Gross profit | 18.7 | $ 13.5 | 59.5 | $ 33 | |
Total assets | $ 880.2 | $ 880.2 | $ 869.2 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Guarantee Obligations $ in Millions | Sep. 30, 2023 USD ($) |
Loss Contingencies [Line Items] | |
Amount of surety bond line maintained | $ 18.5 |
Reastated Credit Agreement | Bank of America, N.A. | |
Loss Contingencies [Line Items] | |
Amount of letters of credit outstanding | $ 14 |