1 unchanged sentence
We are one of the largest automotive retailers in the United States.
−Removed: As of December 31, 2019 we owned and operated 107 new vehicle franchises ( 88 dealership locations), representing 31 brands of automobiles, and 25 collision centers, in 17 metropolitan markets, within ten states.
+Added: As of December 31, 2020 we owned and operated 112 new vehicle franchises (91 dealership locations), representing 31 brands of automobiles, 25 collision centers, and one auto auction in 16 metropolitan markets, within nine states.
Our stores offer an extensive range of automotive products and services, including new and used vehicles;
8 unchanged sentences
We evaluate the results of our new and used vehicle sales based on unit volumes and gross profit per vehicle sold, our parts and service operations based on aggregate gross profit, and our F&I business based on F&I gross profit per vehicle sold.
−Removed: Our continued organic growth is dependent upon the execution of our balanced automotive retailing and service business strategy, the continued strength of our brand mix, and the production and allocation of desirable vehicles from the automobile manufacturers whose brands we sell.
−Removed: Our vehicle sales have historically fluctuated with product availability as well as local and national economic conditions, including consumer confidence, availability of consumer credit, fuel prices, and employment levels.
−Removed: Additionally, our ability to sell certain new and used vehicles can be negatively impacted by a number of factors, some of which are outside of our control and may include manufacturer imposed stop-sales or open safety recalls, primarily due to, but not limited to, vehicle safety concerns or a vehicle's failure to meet environmental related requirements.
−Removed: Further, governmental actions, such as changes in, or the imposition of, tariffs or trade restrictions on imported goods, may adversely affect vehicle sales and depress demand.
−Removed: However, we believe that the impact on our business of any future negative trends in new vehicle sales would be partially mitigated by (i) the expected relative stability of our parts and service operations over the long-term, (ii) the variable nature of significant components of our cost structure, and (iii) our diversified brand and geographic mix.
−Removed: The seasonally adjusted annual rate ("SAAR") of new vehicle sales in the U.S.
−Removed: during 2019 was 17.0 million compared to 17.3 million in 2018 .
−Removed: The automotive retail business continues to benefit from the availability of credit to consumers, strong consumer confidence and historically low unemployment levels.
−Removed: Demand for new vehicles is generally highest during the second, third, and fourth quarters of each year and, accordingly, we expect our revenues to generally be higher during these periods.
−Removed: We typically experience higher sales of luxury vehicles in the fourth quarter, which have higher average selling prices and gross profit per vehicle retailed.
−Removed: Revenues and operating results may be impacted significantly from quarter-to-quarter by changing economic conditions, vehicle manufacturer incentive programs, adverse weather events, or other developments outside our control.
Our gross profit margin varies with our revenue mix.
4 unchanged sentences
We evaluate commissions paid to salespeople as a percentage of retail vehicle gross profit, advertising expense on a per vehicle retailed ("PVR") basis, and all other SG&A expenses in the aggregate as a percentage of total gross profit.
−Removed: We had total available liquidity of $472.9 million as of December 31, 2019 , which consisted of cash and cash equivalents of $3.5 million , $132.1 million of funds in our floor plan offset accounts, $190.0 million of availability under our new vehicle floor plan facility that is able to be convert to our revolving credit facility, $47.3 million of availability under our revolving credit facility, and $100.0 million of availability under our used vehicle revolving floor plan facility.
−Removed: For further discussion of our liquidity, please refer to "Liquidity and Capital Resources" below.
+Added: Our continued organic growth is dependent upon the execution of our balanced automotive retailing and service business strategy, the continued strength of our brand mix, and the production and allocation of desirable vehicles from the automobile manufacturers whose brands we sell.
+Added: Our vehicle sales have historically fluctuated with product availability as well as local and national economic conditions, including consumer confidence, availability of consumer credit, fuel prices, and employment levels.
+Added: Our vehicle sales may also be impacted by manufacturer imposed stop-sales or open safety recalls.
+Added: In addition, our ability to sell certain new and used vehicles can be negatively impacted by a number of factors, some of which are outside of our control.
+Added: As a result of the COVID-19 global pandemic, certain vehicle manufacturers have needed to slow or temporarily halt assembly lines for the safety of their workers.
+Added: Manufacturers have also been hampered by the lack of availability of parts and key components from suppliers such as semi-conductor chips, which has also caused disruption to production.
+Added: We cannot predict with any certainty how long the automotive retail industry will continue to be subject to these production slowdowns or when normalized production will resume at these manufacturers.
+Added: Further, governmental actions, such as travel restrictions imposed in response to national emergencies or the imposition of tariffs or trade restrictions on imported goods may adversely affect vehicle sales and depress demand.
+Added: Although we cannot adequately predict the ongoing impact of COVID-19 on our business, we continue to believe that any future negative trends in new vehicle sales caused by lack of inventory availability would be partially mitigated by (i) the expected relative stability of our parts and service operations over the long-term, (ii) the variable nature of significant components of our cost structure, and (iii) our diversified brand and geographic mix.
+Added: Park Place Acquisition
+Added: On December 11, 2019, the Company entered into (1) an Asset Purchase Agreement (the "2019 Asset Purchase Agreement") with certain members of the Park Place Dealership family of entities, Park Place Mid-Cities, Ltd., a Texas limited partnership, and the identified principal (collectively, "Park Place") and (2) a Real Estate Purchase Agreement (the "Real Estate Purchase Agreement" and, together with the 2019 Asset Purchase Agreement, the "Transaction Agreements") with certain members of the Park Place Dealership family of entities to acquire substantially all of the assets of, and certain real property related to, the Park Place business.
+Added: The 2019 Asset Purchase Agreement included the purchase of 19 franchises (3 Mercedes-Benz, 3 Sprinter, 2 Lexus, 2 Jaguar, 2 Land Rover, 1 Porsche, and 1 Volvo and 5 ultra luxury brands including 1 Bentley, 1 Rolls Royce, 1 McLaren, 1 Maserati and 1 Karma), two collision centers and an auto auction.
+Added: On March 24, 2020, Asbury delivered notice to the sellers terminating the Transaction Agreements pursuant to the terms thereof in exchange for the
+Added: payment of $10.0 million of liquidated damages.
+Added: Please refer to Liquidity and Capital Resources for additional details regarding the impact on financing transactions.
+Added: As a result of the Company's efforts to mitigate the financial impact of the COVID-19 global pandemic, along with a strong May and June 2020 performance, the Company reengaged on the Park Place Dealership group acquisition under more favorable pricing and more flexible financing terms, including limiting the purchase of luxury dealership franchises to those most aligned with the Company's core strategic business.
+Added: On July 6, 2020, the Company entered into an Asset Purchase Agreement (the "Revised Asset Purchase Agreement") with Park Place to acquire substantially all of the assets of, and lease the real property related to, 12 new vehicle dealership franchises (3 Mercedes-Benz, 3 Sprinter, 2 Lexus, 1 Jaguar, 1 Land Rover, 1 Porsche, and 1 Volvo), two collision centers and an auto auction comprising the Park Place Dealership group (collectively, the "Revised Transaction") for a purchase price of $889.9 million.
+Added: The Revised Transaction was completed on August 24, 2020.
+Added: The purchase price was financed through a combination of cash, floor plan facilities and seller financing.
+Added: Impact of COVID-19 on Our Business
+Added: In response to the economic downturn to our business experienced as a result of the COVID-19 global pandemic, in early April 2020 management took various actions in an attempt to mitigate the financial impact.
+Added: These actions included the furlough of employees, reduced store hours, and the suspension of the Company's 401(k) match.
+Added: In addition, the Company implemented temporary reductions in pay for all employees and the Company’s directors also agreed to waive portions of their annual cash retainers.
+Added: We continued to evaluate these actions throughout the second quarter of the 2020 fiscal year and made the difficult decision to permanently reduce the workforce by approximately 1,300 employees to help align our expense structure with the current business environment.
+Added: By the end of July 2020 we had reinstated full pay to all employees impacted by the temporary reductions and the Company's 401(k) match for eligible employees.
+Added: We continue to monitor and respond as necessary to the Company’s operational needs during the ongoing outbreak of the COVID-19 global pandemic and the resulting economic uncertainty.
+Added: The gradual rebound to our business we began to experience in May and June, continued through the third and fourth quarters of 2020.
+Added: The seasonally adjusted annual rate ("SAAR") of new vehicle sales in the U.S.
+Added: during 2020 was 14.6 million compared to 17.1 million in 2019.
+Added: On a same-store basis, all of our revenue streams declined from the prior year with the exception of used vehicle wholesale revenue.
+Added: Despite this decline in revenue, we experienced a significant increase in our new and used gross profit margins in 2020 when compared to 2019, as new vehicle supply disruptions as a result of the COVID-19 global pandemic reduced the availability of new vehicle inventory, which eventually drove up demand for used vehicles.
+Added: Our parts and service business also showed signs of a recovery and by year-end was approaching pre-pandemic levels.
+Added: We continue to monitor and manage our cash flows and have enacted cost saving measures to respond to the uncertain environment.
+Added: The Company has significantly reduced its marketing expenses, deferred certain capital expenditures, and managed other controllable expenses.
+Added: The flexibility of our cost structure has resulted in profitability throughout the COVID-19 pandemic, with profitability in the second half of 2020 exceeding that of the prior year period.
+Added: At this time, we cannot predict the duration or scope, and future effects, of the impacts from the pandemic.
+Added: Vaccines are currently being administered with the objective of having the country return to some sense of normalcy by the second half of 2021.
+Added: However, vaccine availability, distribution, efficacy to new strains of the virus and the public's willingness to get vaccinated all remain challenges, which could lengthen the duration of the impacts of the pandemic.
+Added: We continue to manage the business as appropriate in order to preserve our financial flexibility during this challenging time.
+Added: During the first quarter of 2020, we recorded a $23.0 million non-cash impairment charge related to our intangible manufacturer franchise rights.
+Added: If the COVID-19 pandemic continues, future outbreaks in the markets in which we operate may cause changes in customer behaviors, including a potential reduction in traffic at our dealerships and could result in additional impairment charges.
+Added: The uncertainties in the global economy may negatively impact our suppliers and other business partners, which may interrupt our supply chain and require other changes to our operations.
+Added: These and other factors may adversely impact our financial condition, liquidity and cash flow.
+Added: We cannot accurately predict the amount and timing of any additional impairment charge at this time, however, any such impairment charge could have an adverse effect on our results of operations and stockholders’ equity.
+Added: Our top priority continues to be the safety and protection of our customers, team members and their families.
+Added: We have modified certain business practices to conform to government restrictions and are taking precautionary measures as directed by government and regulatory authorities.
+Added: Following the CDC’s recommendation, we are providing face masks to employees and guests as required.
+Added: Additionally, we increased the frequency of dealership cleanings, implemented the use of plastic seat and steering wheel covers when performing service on guest vehicles, performed thorough cleaning and sanitizing of loaner vehicles after each use, and secured extra supplies of hand sanitizer, alcohol wipes, gloves and disinfectants for both employee
+Added: and guest use at our dealerships.
+Added: Many of our stores are also offering complimentary pick-up and delivery services to our customers, and we continue to offer online purchasing of new and used vehicles with delivery to the customer.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
5 unchanged sentences
Goodwill represents the excess cost of an acquired business over the fair market value of its identifiable assets and liabilities.
−Removed: We have determined that, based on how we integrate acquisitions into our business, how the components of our business share resources and interact with one another, and how we review the results of our operations, that we have several geographic market-based operating segments.
−Removed: We have determined that the dealerships in each of our operating segments are components that are aggregated into several geographic market-based reporting units for the purpose of testing goodwill for impairment, as they (i) have similar economic characteristics, (ii) offer similar products and services (all of our franchised dealerships offer new and used vehicles, parts and service, and arrange for third-party vehicle financing and the sale of insurance products), (iii) have similar customers, (iv) have similar distribution and marketing practices (all of our dealerships distribute products and services through dealership facilities that market to customers in similar ways) and (v) operate under similar regulatory environments.
−Removed: Our only significant identifiable intangible assets, other than goodwill, are our rights under franchise agreements with manufacturers, which are recorded at an individual franchise level.
+Added: We have determined, based on how we integrate acquisitions into our business, how the components of our business share resources and interact with one another, and how we review the results of our operations, that we have several geographic market-based operating segments.
+Added: We have determined the dealerships in each of our operating segments are components that are aggregated into several geographic market-based reporting units for the purpose of testing goodwill for impairment, as they (i) have similar economic characteristics, (ii) offer similar products and services (all of our franchised dealerships offer new and used vehicles, parts and service, and arrange for third-party vehicle financing and the sale of insurance products), (iii) have similar customers, (iv) have similar distribution and marketing practices (all of our dealerships distribute products and services through dealership facilities that market to customers in similar ways) and (v) operate under similar regulatory environments.
+Added: Our only other significant identifiable intangible assets are our rights under franchise agreements with manufacturers, which are recorded at an individual franchise level.
The fair value of our manufacturer franchise rights are determined at the acquisition date, by discounting the projected cash flows specific to each franchise.
1 unchanged sentence
Furthermore, to the extent that any agreements evidencing our manufacturer franchise rights would expire, we expect that we would be able to renew those agreements in the ordinary course of business.
−Removed: We performed quantitative impairment tests as of October 1, 2019, and identified six dealerships with franchise rights carrying values that exceeded their fair values, and as a result, recorded non-cash impairment charges of $7.1 million .
+Added: As a result of the COVID-19 pandemic, we performed quantitative impairment tests as of March 31, 2020, and identified eleven dealerships with franchise rights carrying values that exceeded their fair values, and as a result, recorded non-cash impairment charges of $23.0 million.
+Added: No additional franchise right impairments were identified in 2020.
We do not amortize goodwill and other intangible assets that are deemed to have indefinite lives.
8 unchanged sentences
The reserve is established based on historical operating results and the termination provisions of the applicable contracts and is evaluated on a product-by-product basis.
−Removed: Our F&I cash chargebacks for the years ended December 31, 2019 , 2018 , and 2017 were $40.6 million, $37.5 million, and $34.0 million, respectively.
+Added: Our F&I cash chargebacks for the year ended December 31, 2020, 2019, and 2018 were $38.0 million, $40.6 million, and $37.5 million, respectively.
Our chargeback reserves were $47.3 million and $48.2 million as of December 31, 2020 and December 31, 2019, respectively.
−Removed: Total chargebacks as a percentage of F&I commissions for the years ended December 31, 2019 , 2018 , and 2017 , were 13%, 13%, and 12%, respectively.
−Removed: A 100 basis point change in our estimated reserve rate for future chargebacks, would change our finance and insurance chargeback reserve by approximately $3.4 million as of December 31, 2019 .
+Added: Total chargebacks as a percentage of F&I commissions for the year ended December 31, 2020, 2019, and 2018, were 12%, 13%, and 13%, respectively.
+Added: A 100 basis point change in our estimated reserve rate for future
+Added: chargebacks, would change our finance and insurance chargeback reserve by approximately $3.2 million as of December 31, 2020.
Insurance Reserves—
5 unchanged sentences
We had $17.9 million and $17.0 million of insurance reserves for incurred and expected employee medical, workers' compensation, property, and general liability claims, net of anticipated insurance recoveries, as of December 31, 2020 and December 31, 2019, respectively.
−Removed: Expenses associated with employee medical, workers compensation, property, and general liability claims, including premiums for insurance coverage, for the years ended December 31, 2019 , 2018 , and 2017 , totaled $33.3 million, $29.9 million, and $27.9 million, respectively.
+Added: Expenses associated with employee medical, workers' compensation, property, and general liability claims, including premiums for insurance coverage, for the year ended December 31, 2020, 2019, and 2018, totaled $37.9 million, $33.3 million, and $29.9 million, respectively.
RESULTS OF OPERATIONS
The Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019
−Removed: For the Year Ended December 31,
+Added: For the Year Ended December 31, Increase
(Dollars in millions, except per share data)
+Added: New vehicle $ 3,767.4 $ 3,863.3 $ (95.9) (2) %
+Added: Used vehicle 2,169.5 2,131.6 37.9 2 %
Parts and service 889.8 899.4 (9.6) (1) %
2 unchanged sentences
GROSS PROFIT:
+Added: New vehicle 218.5 159.5 59.0 37 %
+Added: Used vehicle 156.6 134.1 22.5 17 %
Parts and service 543.2 559.3 (16.1) (3) %
4 unchanged sentences
Depreciation and amortization 38.5 36.2 2.3 6 %
−Removed: Franchise rights impairment
−Removed: Other operating expenses (income), net
+Added: Franchise rights impairment 23.0 7.1 15.9 NM
+Added: Other operating expenses, net 9.2 0.8 8.4 NM
INCOME FROM OPERATIONS 370.8 325.0 45.8 14 %
2 unchanged sentences
Other interest expense, net 56.7 54.9 1.8 3 %
−Removed: Swap interest expense
−Removed: Gain on divestitures
+Added: Loss on extinguishment of long-term debt, net 20.6 — 20.6 — %
+Added: Gain on dealership divestitures, net (62.3) (11.7) (50.6) NM
Total other expenses, net 32.7 81.1 (48.4) (60) %
1 unchanged sentence
Income tax expense 83.7 59.5 24.2 41 %
+Added: NET INCOME $ 254.4 $ 184.4 $ 70.0 38 %
Net income per common share—Diluted $ 13.18 $ 9.55 $ 3.63 38 %
+Added: ______________________________
+Added: NM — Not Meaningful
For the Year Ended December 31,
REVENUE MIX PERCENTAGES:
+Added: New vehicles 52.8 % 53.6 %
Used retail vehicles 27.0 % 26.9 %
4 unchanged sentences
GROSS PROFIT MIX PERCENTAGES:
+Added: New vehicles 17.9 % 13.6 %
Used retail vehicles 11.9 % 11.5 %
5 unchanged sentences
SG&A EXPENSES AS A PERCENTAGE OF GROSS PROFIT 63.9 % 68.4 %
−Removed: Total revenue during 2019 increase d by $335.9 million ( 5% ) compared to 2018 , due to a $74.6 million ( 2% ) increase in new vehicle revenue, a $159.2 million ( 8% ) increase in used vehicle revenue, a $78.4 million ( 10% ) increase in parts and service revenue and a $23.7 million ( 8% ) increase in F&I revenue.
−Removed: The $65.9 million ( 6% ) increase in gross profit during 2019 was the result of a $4.4 million ( 3% ) increase in used vehicle gross profit, a $23.7 million ( 8% ) increase in F&I gross profit and a $43.5 million ( 8% ) increase in parts and service gross profit, partially offset by a $5.7 million ( 3% ) decrease in new vehicle gross profit.
−Removed: Our total gross profit margin increase d 20 basis points from 16.0% in 2018 to 16.2% in 2019 .
−Removed: Income from operations during 2019 increase d by $14.1 million ( 5% ) compared to 2018 , primarily due to a $65.9 million ( 6% ) increase in gross profit, partially offset by a $44.0 million ( 6% ) increase in selling, general, and administrative expenses, a $3.4 million increase in franchise rights impairment, a $2.5 million ( 7% ) increase in depreciation and amortization expenses, and a $1.9 million increase in other operating expenses (income), net.
−Removed: Total other expenses (income), net decrease d by $5.0 million in 2019 , primarily due to an $11.7 million increase in gain on divestitures and a $0.5 million decrease in swap interest expense in 2019 , partially offset by a $5.4 million increase in floor plan interest expense, and a $1.8 million increase in other interest expense, net.
−Removed: As a result, income before income taxes increase d by $19.1 million ( 8% ) to $243.9 million in 2019 .
−Removed: The $2.7 million ( 5% ) increase in income tax expense was primarily attributable to the 8% increase in income before taxes, partially offset by a 3% decrease associated with a lower effective tax rate.
−Removed: Overall, net income increase d by $16.4 million ( 10% ) from $168.0 million in 2018 to $184.4 million in 2019 .
−Removed: On January 1, 2019, we adopted ASC 842, utilizing the optional transition relief method, which allowed for the effective date of the new leases standard as the date of initial application.
−Removed: Our prior period comparative information has not been adjusted and continues to be reported under accounting standards in effect for those periods.
−Removed: The adoption of this accounting standard had a minimal impact on the financial results of the Company for the twelve months ended December 31, 2019 .
−Removed: For additional information related to the impacts from the adoption of this update, please refer to Note 18 "Leases" within the accompanying Consolidated Financial Statements.
−Removed: On January 1, 2019, the Company adopted ASU 2017-12.
−Removed: This update aligns the recognition and presentation, which are to be applied prospectively, of the effects of the hedging instrument and the hedged item in the financial statements.
−Removed: As a result of the adoption of this update, the Company's swap interest expense is now presented within other interest expense, net.
−Removed: Please refer to Note 14 "Financial Instruments and Fair Value" within the accompanying Consolidated Financial Statements for additional details regarding the Company's interest rate swap agreements.
+Added: Total revenue during 2020 decreased by $78.5 million (1%) compared to 2019, due to a $95.9 million (2%) decrease in new vehicle revenue, a $9.6 million (1%) decrease in parts and service revenue and a $10.9 million (3%) decrease in F&I revenue, partially offset by a $37.9 million (2%) increase in used vehicle revenue.
+Added: The $54.5 million (5%) increase in gross profit during 2020 was the result of a $59.0 million (37%) increase in new vehicle gross profit, a $22.5 million (17%) increase in used vehicle gross profit, partially offset by a $16.1 million (3%) decrease in parts and service gross profit and a $10.9 million (3%) decrease in F&I gross profit.
+Added: Our total gross profit margin increased 100 basis points from 16.2% in 2019 to 17.2% in 2020.
+Added: Income from operations during 2020 increased by $45.8 million (14%) compared to 2019, primarily due to a $54.5 million (5%) increase in gross profit and a $17.9 million (2%) decrease in selling, general, and administrative expenses partially offset by a $15.9 million increase in franchise rights impairment, an $8.4 million increase in other operating expenses, net and a $2.3 million (6%) increase in depreciation and amortization expenses.
+Added: Total other expenses, net decreased by $48.4 million (60)% in 2020, primarily due to a $50.6 million increase in gain on dealership divestitures and a $20.2 million decrease in floor plan interest expense, partially offset by a $20.6 million loss on extinguishment of debt and a $1.8 million increase in other interest expense, net.
+Added: As a result, income before income taxes increased by $94.2 million (39%) to $338.1 million in 2020.
+Added: The $24.2 million (41%) increase in income tax expense was primarily attributable to the 39% increase in income before taxes and a 40 basis point increase in the 2020 effective tax rate.
+Added: Overall, net income increased by $70.0 million (38%) from $184.4 million in 2019 to $254.4 million in 2020.
We assess the organic growth of our revenue and gross profit on a same store basis.
We believe that our assessment on a same store basis represents an important indicator of comparative financial performance and provides relevant information to assess our performance.
−Removed: As such, for the following discussion, same store amounts consist of information from dealerships for
−Removed: identical months in each comparative period, commencing with the first month we owned the dealership.
+Added: As such, for the following discussion, same store amounts consist of information from dealerships for identical months in each comparative period, commencing with the first month we owned the dealership.
Additionally, amounts related to divested dealerships are excluded from each comparative period.
−Removed: For the Year Ended December 31,
+Added: For the Year Ended December 31, Increase
(Dollars in millions, except for per vehicle data)
+Added: Luxury $ 1,450.1 $ 1,318.7 $ 131.4 10 %
+Added: Import 1,550.6 1,742.4 (191.8) (11) %
+Added: Domestic 766.7 802.2 (35.5) (4) %
Total new vehicle revenue $ 3,767.4 $ 3,863.3 $ (95.9) (2) %
Gross profit:
+Added: Luxury $ 113.7 $ 83.3 $ 30.4 36 %
+Added: Import 59.7 42.1 17.6 42 %
+Added: Domestic 45.1 34.1 11.0 32 %
Total new vehicle gross profit $ 218.5 $ 159.5 $ 59.0 37 %
New vehicle units:
+Added: Luxury 25,259 23,988 1,271 5 %
+Added: Import 52,201 61,420 (9,219) (15) %
+Added: Domestic 17,705 19,835 (2,130) (11) %
Total new vehicle units 95,165 105,243 (10,078) (10) %
+Added: Luxury $ 1,126.3 $ 1,271.2 $ (144.9) (11) %
+Added: Import 1,472.7 1,602.5 (129.8) (8) %
+Added: Domestic 648.1 690.5 (42.4) (6) %
Total new vehicle revenue $ 3,247.1 $ 3,564.2 $ (317.1) (9) %
Gross profit:
+Added: Luxury $ 81.8 $ 80.1 $ 1.7 2 %
+Added: Import 56.3 39.1 17.2 44 %
+Added: Domestic 37.8 28.8 9.0 31 %
Total new vehicle gross profit $ 175.9 $ 148.0 $ 27.9 19 %
New vehicle units:
+Added: Luxury 20,009 23,085 (3,076) (13) %
+Added: Import 49,744 56,707 (6,963) (12) %
+Added: Domestic 15,156 17,205 (2,049) (12) %
Total new vehicle units 84,909 96,997 (12,088) (12) %
New Vehicle Metrics—
−Removed: For the Year Ended December 31,
+Added: For the Year Ended December 31, Increase
Revenue per new vehicle sold $ 39,588 $ 36,708 $ 2,880 8 %
16 unchanged sentences
New vehicle gross margin 5.8 % 4.2 % 1.6 %
−Removed: New vehicle revenue increase d by $74.6 million ( 2% ), as a result of a 2% increase in revenue per new vehicle sold, Same store new vehicle revenue decrease d by $60.8 million ( 2% ) as a result of a 3% decrease in new vehicle units sold, partially offset by an increase in revenue per new vehicle sold.
−Removed: The 3% decrease in same store unit sales volume was driven by a 3% and 13% decrease in import and domestic units, respectively, partially offset by a 4% increase in luxury units.
−Removed: Same store new vehicle gross profit in 2019 decrease d by $12.4 million ( 8% ), as a result of a 4% decrease in gross profit per new vehicle sold, and a 3% decrease in unit volumes.
−Removed: Same store new vehicle gross margin decrease d 30 basis points to 4.1% in 2019 , as a result of margin pressure across our brand offerings, but particularly our import brands, which decreased 50 basis points from 2.9% in 2018 to 2.4% in 2019.
+Added: New vehicle revenue decreased by $95.9 million (2%), as a result of a 10% decrease in new vehicle unit sales partially offset by an 8% increase in revenue per new vehicle sold.
+Added: Same store new vehicle revenue decreased by $317.1 million (9%) as a result of a 12% decrease in new vehicle units sold, partially offset by a 4% increase in revenue per new vehicle sold.
+Added: Same store new vehicle gross profit in 2020 increased by $27.9 million (19%), as a result of a 36% increase in gross profit per new vehicle sold partially offset by a 12% decrease in unit volumes.
+Added: Same store new vehicle gross margin increased 120 basis points to 5.4% in 2020, primarily as a result of a supply shortage for much of 2020 caused by manufacturers reducing or halting production due to the COVID-19 pandemic.
+Added: We finished 2020 with a 40 day supply of new vehicle inventory which is below our target of 70 to 75 days primarily as a result of production challenges caused by the COVID-19 pandemic.
Used Vehicle—
−Removed: For the Year Ended December 31,
+Added: For the Year Ended December 31, Increase
(Dollars in millions, except for per vehicle data)
4 unchanged sentences
Used vehicle retail gross profit $ 145.3 $ 133.1 $ 12.2 9 %
−Removed: Used vehicle wholesale gross profit
+Added: Used vehicle wholesale gross profit 11.3 1.0 10.3 NM
Used vehicle gross profit $ 156.6 $ 134.1 $ 22.5 17 %
6 unchanged sentences
Used vehicle retail gross profit $ 127.4 $ 124.1 $ 3.3 3 %
−Removed: Used vehicle wholesale gross profit
+Added: Used vehicle wholesale gross profit 9.1 1.6 7.5 NM
Used vehicle gross profit $ 136.5 $ 125.7 $ 10.8 9 %
2 unchanged sentences
Used Vehicle Metrics—
−Removed: For the Year Ended December 31,
+Added: For the Year Ended December 31, Increase
Revenue per used vehicle retailed $ 23,964 $ 21,910 $ 2,054 9 %
4 unchanged sentences
Used vehicle retail gross margin 7.6 % 7.0 % 0.6 %
−Removed: Used vehicle revenue increase d by $159.2 million ( 8% ), due to a $158.0 million ( 9% ) increase in used retail revenue and $1.2 million ( 1% ) increase in used vehicle wholesale revenue.
−Removed: Same store used vehicle revenue increase d by $91.7 million ( 5% ) due to a $93.2 million ( 5% ) increase in used vehicle retail revenue, partially offset by a $1.5 million ( 1% ) decrease in used vehicle wholesale revenues.
−Removed: In 2019 , total Company and same store used vehicle retail gross profit margins decrease d 30 and 40 basis points to 6.9% and 6.8% , respectively.
−Removed: We primarily attribute the decreases in used vehicle retail gross profit margin to the Company's efforts to grow our sales volume, which benefits our reconditioning and preparation business and finance and insurance, net, as well increased competition and price transparency within the used vehicle marketplace.
+Added: Used vehicle revenue increased by $37.9 million (2%), due to a $49.2 million (26%) increase in used vehicle wholesale revenue partially offset by a $11.3 million (1%) decrease in used retail revenue.
+Added: Same store used vehicle revenue decreased by $71.4 million (4%) due to an $86.6 million (5%) decrease in used vehicle retail revenue, partially offset by a $15.2 million (9%) increase in used vehicle wholesale revenues.
+Added: In 2020, total Company and same store used vehicle retail gross profit margins increased 60 basis points to 7.5% and 7.6%, respectively.
+Added: We primarily attribute the increases in used vehicle retail gross profit margin to increased demand for used vehicles as a result of new vehicle inventory shortages caused by the COVID-19 pandemic.
We believe that our used vehicle inventory continues to be well-aligned with current consumer demand, with approximately 31 days of supply as of December 31, 2020.
Parts and Service—
−Removed: For the Year Ended December 31,
+Added: For the Year Ended December 31, Increase
(Dollars in millions)
1 unchanged sentence
Parts and service gross profit:
+Added: Customer pay $ 310.6 $ 317.3 $ (6.7) (2) %
+Added: Warranty 92.8 88.8 4.0 5 %
Wholesale parts 22.1 23.8 (1.7) (7) %
5 unchanged sentences
Parts and service gross profit:
+Added: Customer pay $ 269.5 $ 298.7 $ (29.2) (10) %
+Added: Warranty 76.7 83.4 (6.7) (8) %
Wholesale parts 19.7 21.8 (2.1) (10) %
4 unchanged sentences
* Reconditioning and preparation represents the gross profit earned by our parts and service departments for internal work performed and is included as a reduction of Parts and service cost of sales within the accompanying Consolidated Statements of Income upon the sale of the vehicle.
−Removed: The $78.4 million ( 10% ) increase in parts and service revenue was due to a $48.0 million (9%) increase in customer pay revenue, a $21.6 million (15%) increase in warranty revenue, and an $8.8 million (7%) increase in wholesale parts revenue.
−Removed: Same store parts and service revenue increase d $56.1 million ( 7% ) from $810.9 million in 2018 to $867.0 million in 2019 .
−Removed: The increase in same store parts and service revenue was due to a $32.7 million (6%) increase in customer pay revenue, a $16.4 million (11%) increase in warranty revenue, and a $7.0 million (6%) increase in wholesale parts revenue.
−Removed: Parts and service gross profit, excluding reconditioning and preparation, increase d by $38.3 million ( 10% ) to $429.9 million and same store gross profit, excluding reconditioning and preparation, increase d by $27.0 million ( 7% ) to $414.2 million .
−Removed: The $27.0 million increase in same store gross profit, excluding reconditioning and preparation, is primarily due to a $16.8 million ( 6% ) increase in customer pay gross profit, a $9.3 million ( 12% ) increase in warranty gross profit, and a $0.9 million ( 4.0% ) increase in wholesale parts gross profit.
−Removed: We attribute the increase in same store gross profit to our continued strategic focus on customer retention as well as additional warranty work.
+Added: The $9.6 million (1%) decrease in parts and service revenue was primarily due to a $11.2 million decrease in wholesale parts revenue and a $0.3 million decrease in customer pay revenue partially offset by a $1.9 million increase in warranty revenue.
+Added: The wholesale parts business was negatively affected by the COVID-19 pandemic which significantly reduced demand as a result of fewer miles being driven.
+Added: Same store parts and service revenue decreased $64.6 million (8%) from $840.0 million in 2019 to $775.4 million in 2020.
+Added: The decrease in same store parts and service revenue was due to a $33.9 million (7%) decrease in customer pay revenue, a $13.6 million (9%) decrease in warranty revenue, and a $11.1 million (9%) decrease in wholesale parts revenue.
+Added: Parts and service gross profit, excluding reconditioning and preparation, decreased by $4.4 million (1%) to $425.5 million and same store gross profit, excluding reconditioning and preparation, decreased by $38.0 million (9%) to $365.9 million.
+Added: The $38.0 million decrease in same store gross profit, excluding reconditioning and preparation, is primarily due to a $29.2 million (10%) decrease in customer pay gross profit, a $6.7 million (8%) decrease in warranty gross profit, and a $2.1 million (10%) decrease in wholesale parts gross profit.
+Added: The COVID-19 global pandemic negatively impacted our parts and service business for most of 2020 as a result of people driving fewer miles and therefore requiring less vehicle maintenance.
+Added: In addition, fewer accidents on the roadways negatively impacted our collision repair business.
Finance and Insurance, net—
−Removed: For the Year Ended December 31,
+Added: For the Year Ended December 31, Increase
(Dollars in millions, except for per vehicle data)
3 unchanged sentences
Finance and insurance, net per vehicle sold $ 1,775 $ 1,645 $ 130 8 %
−Removed: F&I revenue, net increase d by $23.7 million ( 8% ) in 2019 when compared to 2018 primarily as a result of a 5% increase in F&I per vehicle retailed and a 3% increase in new and used retail unit sales.
−Removed: On a same store basis F&I revenue, net increase d by $15.3 million ( 5% ) in 2019 when compared to 2018 primarily as a result of a 6% increase in F&I per vehicle retailed.
−Removed: We continued to benefit from a favorable consumer lending environment, which allowed more of our customers to take advantage of a broader array of F&I products and our continued focus on improving the F&I results at our lower-performing stores through our F&I training programs.
+Added: F&I revenue, net decreased by $10.9 million (3%) in 2020 when compared to 2019 primarily as a result of a 9% decrease in new and used retail unit sales partially offset by a 7% increase in F&I per vehicle retailed.
+Added: On a same store basis F&I revenue, net decreased by $12.9 million (4%) in 2020 when compared to 2019 primarily as a result of a 11% decrease in new and used retail unit sales partially offset by a 8% increase in F&I per vehicle retailed.
+Added: During 2020 we continued to benefit from a favorable consumer lending environment, which allowed more of our customers to take advantage of a broader array of F&I products and our continued focus on improving the F&I results at our lower-performing stores through our F&I training programs.
Selling, General, and Administrative Expense—
−Removed: For the Year Ended December 31,
+Added: For the Year Ended December 31, Increase
+Added: (Decrease) % of Gross
Profit Increase (Decrease)
+Added: 2020 % of Gross
+Added: Profit 2019 % of Gross
(Dollars in millions)
3 unchanged sentences
Outside services 82.9 6.8 % 85.1 7.3 % (2.2) (0.5) %
+Added: Advertising 25.5 2.1 % 34.4 2.9 % (8.9) (0.8) %
+Added: Rent 32.2 2.6 % 27.1 2.3 % 5.1 0.3 %
+Added: Utilities 15.8 1.3 % 16.4 1.4 % (0.6) (0.1) %
+Added: Insurance 16.7 1.4 % 14.5 1.2 % 2.2 0.2 %
+Added: Other 88.3 7.2 % 103.5 8.9 % (15.2) (1.7) %
Selling, general, and administrative expense $ 781.9 63.9 % $ 799.8 68.4 % $ (17.9) (4.5) %
+Added: Gross profit $ 1,223.4 $ 1,168.9
Personnel costs $ 339.4 31.9 % $ 359.5 33.0 % $ (20.1) (1.1) %
2 unchanged sentences
Outside services 74.0 7.0 % 78.7 7.2 % (4.7) (0.2) %
+Added: Advertising 19.8 1.9 % 30.6 2.8 % (10.8) (0.9) %
+Added: Rent 31.7 3.0 % 26.8 2.5 % 4.9 0.5 %
+Added: Utilities 13.9 1.3 % 15.2 1.4 % (1.3) (0.1) %
+Added: Insurance 13.7 1.3 % 12.4 1.1 % 1.3 0.2 %
+Added: Other 80.0 7.5 % 98.9 9.2 % (18.9) (1.7) %
Selling, general, and administrative expense $ 692.3 65.2 % $ 746.9 68.6 % $ (54.6) (3.4) %
+Added: Gross profit $ 1,062.6 $ 1,088.3
SG&A expense as a percentage of gross profit decreased 450 basis points from 68.4% in 2019 to 63.9% in 2020.
−Removed: Same store SG&A expense as a percentage of gross profit remained at 68.4% in both 2018 and 2019 .
+Added: Same store SG&A expense as a percentage of gross profit decreased 340 basis points from 68.6% in 2019 to 65.2% in 2020.
+Added: The decrease in SG&A as a percentage of gross profit is the result of broad cost cutting measures implemented as a result of the COVID-19 global pandemic and higher gross profits on new and used vehicle sales triggered by new vehicle inventory shortages caused by pandemic related production disruptions.
+Added: In addition to personnel cost savings realized as a result of headcount reductions, our cost cutting measures significantly reduced controllable expenses, such as advertising and travel.
+Added: We were also able to generate savings by adjusting our loaner vehicle fleet to accommodate the COVID-19 triggered service volume downturn.
+Added: We anticipate our SG&A expense as a percentage of gross profit to gradually increase as new vehicle inventory levels begin to normalize in 2021.
Depreciation and Amortization Expense —
2 unchanged sentences
We assessed our manufacturer franchise rights for impairment by comparing the present value of cash flows attributable to each franchise right to its carrying value.
−Removed: As a result of our impairment testing, we recognized a $7.1 million pretax non-cash charge related to six dealerships for the year ended December 31, 2019 and a $3.7 million charge related to three dealerships for the year ended December 31, 2018.
+Added: As a result of our impairment testing performed as of March 31, 2020, we recognized
+Added: a $23.0 million pretax non-cash charge related to eleven dealerships during the year ended December 31, 2020 and a $7.1 million charge as a result of our annual impairment test related to six dealerships during the year ended December 31, 2019.
Other Operating Expenses (Income), net —
Other operating expenses (income), net includes gains and losses from the sale of property and equipment, income derived from lease arrangements, and other non-core operating items.
+Added: During the twelve months ended December 31, 2020, the Company recorded other operating expense, net of $9.2 million, which included $12.9 million related to the Park Place acquisition, $0.7 million real estate related impairment partially offset by a $2.1 million gain related to legal settlements and a $0.3 million gain related to the sale of vacant real estate.
During the twelve months ended December 31, 2019, the Company recorded expense of $0.8 million, net, which included a $2.6 million pre-tax loss related to the write-off of fixed assets, partially offset by $1.8 million, net of other non-core operating income.
−Removed: The $1.1 million in other operating income, net for 2018 , is primarily due to a $0.7 million gain resulting from legal settlements and $0.4 million of other non-core operating income.
Floor Plan Interest Expense —
−Removed: Floor plan interest increase d by $5.4 million ( 17% ) to $37.9 million during 2019 compared to $32.5 million during 2018 , as a result of an increase in LIBOR from which our floor plan interest rate is calculated and increased floor plan borrowings from higher inventory levels during 2019 .
+Added: Floor plan interest decreased by $20.2 million (53%) to $17.7 million during 2020 compared to $37.9 million during 2019, as a result of a decrease in the LIBOR rate on which our floor plan interest rate is calculated as well as generally lower new vehicle inventory levels during 2020 as a result of pandemic related production issues.
Income Tax Expense —
−Removed: The $2.7 million ( 5% ) increase in income tax expense was the result of a $19.1 million ( 8% ) increase in income before income taxes, partially offset by a decrease as a result of a lower effective tax rate and an excess tax benefit related to the vesting of share-based awards.
−Removed: Our effective tax decreased from 25.3% in 2018 to 24.4% in 2019 .
−Removed: The decrease in our effective tax rate was primarily due to a reduced state rate attributed to lower apportionment in certain jurisdictions and statutory rate reductions in states in which the Company has significant activity.
−Removed: We expect our effective tax rate to be between 24.5% and 25.5% for 2020.
+Added: The $24.2 million (41%) increase in income tax expense was the result of a $94.2 million (39%) increase in income before income taxes.
+Added: Our effective tax rate increased 40 basis points from 24.4% in 2019 to 24.8% in 2020.
+Added: The increase in our effective tax rate was primarily due to an increased state rate attributed to higher apportionment in certain jurisdictions in states in which the Company has significant activity.
+Added: We expect our effective tax rate to be around 25% in 2021.
Refer to Note 15 "Income Taxes" for additional information regarding income taxes.
1 unchanged sentence
The Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018
−Removed: For the Year Ended December 31,
+Added: For the Year Ended December 31, Increase
(Dollars in millions, except per share data)
+Added: New vehicle $ 3,863.3 $ 3,788.7 $ 74.6 2 %
+Added: Used vehicle 2,131.6 1,972.4 159.2 8 %
Parts and service 899.4 821.0 78.4 10 %
2 unchanged sentences
GROSS PROFIT:
+Added: New vehicle 159.5 165.2 (5.7) (3) %
+Added: Used vehicle 134.1 129.7 4.4 3 %
Parts and service 559.3 515.8 43.5 8 %
5 unchanged sentences
Franchise rights impairment 7.1 3.7 3.4 92 %
−Removed: Other operating (income) expenses, net
+Added: Other operating expenses (income), net 0.8 (1.1) 1.9 (173) %
INCOME FROM OPERATIONS 325.0 310.9 14.1 5 %
−Removed: OTHER EXPENSES:
+Added: OTHER EXPENSES (INCOME):
Floor plan interest expense 37.9 32.5 5.4 17 %
1 unchanged sentence
Swap interest expense — 0.5 (0.5) (100) %
+Added: Gain on dealership divestitures, net (11.7) — (11.7) —
Total other expenses, net 81.1 86.1 (5.0) (6) %
1 unchanged sentence
Income tax expense 59.5 56.8 2.7 5 %
+Added: NET INCOME $ 184.4 $ 168.0 $ 16.4 10 %
Net income per common share—Diluted $ 9.55 $ 8.28 $ 1.27 15 %
1 unchanged sentence
REVENUE MIX PERCENTAGES:
+Added: New vehicles 53.6 % 55.1 %
Used retail vehicles 26.9 % 25.9 %
4 unchanged sentences
GROSS PROFIT MIX PERCENTAGES:
+Added: New vehicles 13.6 % 15.0 %
Used retail vehicles 11.5 % 11.5 %
7 unchanged sentences
The $65.9 million (6%) increase in gross profit during 2019 was the result of a $4.4 million (3%) increase in used vehicle gross profit, a $23.7 million (8%) increase in F&I gross profit and a $43.5 million (8%) increase in parts and service gross profit, partially offset by a $5.7 million (3%) decrease in new vehicle gross profit.
−Removed: Our total gross profit margin decreased 40 basis points from 16.4% in 2017 to 16.0% in 2018 , primarily due to margin pressure in our new vehicle and used vehicle business lines.
−Removed: Income from operations during 2018 increased by $23.2 million ( 8% ) compared to 2017 , primarily due to a $47.1 million increase in gross profit and a $2.4 million decrease in other operating (income) expense, net, partially offset by a $26.1 million increase in selling, general and administrative expenses and a $1.6 million ( 5% ) increase in depreciation and amortization expense.
−Removed: Total other expenses, net increased by $7.5 million in 2018 , primarily due to a $9.8 million increase in floor plan interest expense in 2018 , partially offset by a $1.5 million decrease in swap interest expense and a $0.8 million decrease in other interest expense, net.
+Added: Our total gross profit margin increased 20 basis points from 16.0% in 2018 to 16.2% in 2019.
+Added: Income from operations during 2019 increased by $14.1 million (5%) compared to 2018, primarily due to a $65.9 million (6%) increase in gross profit, partially offset by a $44.0 million (6%) increase in selling, general, and administrative expenses, a $3.4 million increase in franchise rights impairment, a $2.5 million (7%) increase in depreciation and amortization expenses, and a $1.9 million increase in other operating expenses (income), net.
+Added: Total other expenses (income), net decreased by $5.0 million in 2019, primarily due to an $11.7 million increase in gain on divestitures and a $0.5 million decrease in swap interest expense in 2019, partially offset by a $5.4 million increase in floor plan interest expense and a $1.8 million increase in other interest expense, net.
As a result, income before income taxes increased by $19.1 million (8%) to $243.9 million in 2019.
−Removed: The $13.2 million ( 19% ) decrease in income tax expense was primarily attributable to the decrease in our effective tax rate from 33.5% in 2017 to 25.3% for 2018.
+Added: The $2.7 million (5%) increase in income tax expense was primarily attributable to the 8% increase in income before taxes, partially offset by a 3% decrease associated with a lower effective tax rate.
Overall, net income increased by $16.4 million (10%) from $168.0 million in 2018 to $184.4 million in 2019.
−Removed: On January 1, 2018, we adopted ASC 606 using the modified retrospective method for all revenue contracts not completed as of that date and recognized a cumulative effect adjustment to retained earnings.
−Removed: Our prior period comparative information has not been adjusted and continues to be reported under accounting standards in effect for that period.
−Removed: The net impact of adopting ASC 606 for the year ended December 31, 2018 was a decrease to net income of $0.1 million.
−Removed: For additional information related to the adoption effects of this new revenue recognition standard, please refer to Note 2 "Revenue Recognition" within the accompanying Consolidated Financial Statements.
+Added: On January 1, 2019, we adopted ASC 842, utilizing the optional transition relief method, which allowed for the effective date of the new leases standard as the date of initial application.
+Added: Our prior period comparative information has not been adjusted and continues to be reported under accounting standards in effect for those periods.
+Added: The adoption of this accounting standard had a minimal impact on the financial results of the Company for the twelve months ended December 31, 2020.
+Added: For additional information related to the impacts from the adoption of this update, please refer to Note 18 "Leases" within the accompanying Consolidated Financial Statements.
+Added: On January 1, 2019, the Company adopted ASU 2017-12.
+Added: This update aligns the recognition and presentation, which are to be applied prospectively, of the effects of the hedging instrument and the hedged item in the financial statements.
+Added: As a result of the adoption of this update, the Company's swap interest expense is now presented within other interest expense, net.
+Added: Please refer to Note 14 "Financial Instruments and Fair Value" within the accompanying Consolidated Financial Statements for additional details regarding the Company's interest rate swap agreements.
We assess the organic growth of our revenue and gross profit on a same store basis.
−Removed: As such, for the following discussion, same store amounts consist of information from dealerships for identical months in each comparative period, commencing with the first month we owned the dealership.
+Added: We believe that our assessment on a same store basis represents an important indicator of comparative financial performance and provides relevant information to assess our performance.
+Added: As such, for the following discussion, same store amounts consist of information from dealerships for
+Added: identical months in each comparative period, commencing with the first month we owned the dealership.
Additionally, amounts related to divested dealerships are excluded from each comparative period.
−Removed: For the Year Ended December 31,
+Added: For the Year Ended December 31, Increase
(Dollars in millions, except for per vehicle data)
+Added: Luxury $ 1,318.7 $ 1,235.3 $ 83.4 7 %
+Added: Import 1,742.4 1,790.2 (47.8) (3) %
+Added: Domestic 802.2 763.2 39.0 5 %
Total new vehicle revenue $ 3,863.3 $ 3,788.7 $ 74.6 2 %
Gross profit:
+Added: Luxury $ 83.3 $ 80.0 $ 3.3 4 %
+Added: Import 42.1 52.6 (10.5) (20) %
+Added: Domestic 34.1 32.6 1.5 5 %
Total new vehicle gross profit $ 159.5 $ 165.2 $ (5.7) (3) %
New vehicle units:
+Added: Luxury 23,988 22,979 1,009 4 %
+Added: Import 61,420 62,939 (1,519) (2) %
+Added: Domestic 19,835 19,357 478 2 %
Total new vehicle units 105,243 105,275 (32) — %
+Added: Luxury $ 1,314.4 $ 1,235.3 $ 79.1 6 %
+Added: Import 1,687.1 1,744.8 (57.7) (3) %
+Added: Domestic 681.0 763.2 (82.2) (11) %
Total new vehicle revenue $ 3,682.5 $ 3,743.3 $ (60.8) (2) %
Gross profit:
+Added: Luxury $ 83.4 $ 80.0 $ 3.4 4 %
+Added: Import 39.9 51.0 (11.1) (22) %
+Added: Domestic 27.9 32.6 (4.7) (14) %
Total new vehicle gross profit $ 151.2 $ 163.6 $ (12.4) (8) %
New vehicle units:
+Added: Luxury 23,890 22,979 911 4 %
+Added: Import 59,539 61,305 (1,766) (3) %
+Added: Domestic 16,817 19,357 (2,540) (13) %
Total new vehicle units 100,246 103,641 (3,395) (3) %
New Vehicle Metrics—
−Removed: For the Year Ended December 31,
+Added: For the Year Ended December 31, Increase
Revenue per new vehicle sold $ 36,708 $ 35,989 $ 719 2 %
16 unchanged sentences
New vehicle gross margin 4.1 % 4.3 % (0.2) %
−Removed: New vehicle revenue increased by $227.6 million ( 6% ), primarily as a result of a 5% increase in new vehicle units sold and a 1% increase in revenue per new vehicle sold.
−Removed: Same store new vehicle revenue increased by $123.7 million ( 3% ) as a result of increases in new vehicle units and revenue per new vehicle sold.
−Removed: The 2% increase in same store unit sale volume was driven by a 2% increase in both luxury and import units.
−Removed: The 2% increase in same store unit sales slightly exceeded 2018 U.S.
−Removed: new vehicle sales, which increased 1% from 17.2 million in 2017 to 17.3 million in 2018 .
−Removed: Same store new vehicle gross profit in 2018 decreased by $7.4 million ( 4% ), as a result of a 6% decrease in gross profit per new vehicle sold, partially offset by a 2% increase in unit volumes.
−Removed: The 30 basis point decrease in same store new vehicle gross margin from 4.7% in 2017 to 4.4% in 2018 , was primarily attributable to a higher mix of revenue in our import brands, which have traditionally had lower margins than our luxury and domestic brands.
−Removed: In addition, we attribute some of the decrease in gross profit to increased competition created by price transparency and comparability as a result of internet based research and car buying services.
+Added: New vehicle revenue increased by $74.6 million (2%), as a result of a 2% increase in revenue per new vehicle sold.
+Added: Same store new vehicle revenue decreased by $60.8 million (2%) as a result of a 3% decreases in new vehicle units sold, partially offset by an increase in revenue per new vehicle sold.
+Added: The 3% decrease in same store unit sale volume was driven by a 3% and 13% decrease in import and domestic units, respectively, partially offset by a 4% increase in luxury units.
+Added: Same store new vehicle gross profit in 2019 decreased by $12.4 million (8%), as a result of a 4% decrease in gross profit per new vehicle sold, and a 3% decrease in unit volumes.
+Added: Same store new vehicle gross margin decreased 30 basis point to 4.1% in 2019, as a result of margin pressure across our brand offerings, but particularly our import brands, which decreased 50 basis points from 2.9% in 2018 to 2.4% in 2019.
Used Vehicle—
−Removed: For the Year Ended December 31,
−Removed: Increase (Decrease)
+Added: For the Year Ended December 31, Increase (Decrease) %
(Dollars in millions, except for per vehicle data)
18 unchanged sentences
Used Vehicle Metrics—
−Removed: For the Year Ended December 31,
−Removed: Increase (Decrease)
+Added: For the Year Ended December 31, Increase (Decrease) %
Revenue per used vehicle retailed $ 21,910 $ 21,648 $ 262 1 %
4 unchanged sentences
Used vehicle retail gross margin 6.8 % 7.2 % (0.4) %
−Removed: Used vehicle revenue increased by $138.3 million ( 8% ), as a result of a 7% increase in used vehicle retail units sold, and a 2% increase in revenue per used vehicle retailed.
−Removed: In 2018 , same store used vehicle retail gross profit increased by $4.1 million ( 3% ).
−Removed: Overall, our gross margin percent decreased from 7.4% in 2017 to 7.2% in 2018 .
−Removed: We primarily attribute the 20 basis point decrease in same store used vehicle retail gross margin to increased competition and price transparency within the used vehicle marketplace.
+Added: Used vehicle revenue increased by $159.2 million (8%), due to a $158.0 million (9%) increase in used retail revenue and $1.2 million (1%) increase in used vehicle wholesale revenue.
+Added: Same store used vehicle revenue increase by $91.7 million (5%) due to a $93.2 million (5%) increase in used vehicle retail revenue, partially offset by a $1.5 million (1%) decrease in used vehicle wholesale revenues.
+Added: In 2019, total Company and same store used vehicle retail gross profit margins decreased 30 and 40 basis points to 6.9% and 6.8%, respectively.
+Added: We primarily attribute the decrease in used vehicle retail gross profit margin to the Company's efforts to grow our sales volume, which benefits our reconditioning and preparation business and finance and insurance, net, as well as increased competition and price transparency within the used vehicle marketplace.
We believe that our used vehicle inventory continues to be well-aligned with current consumer demand, with approximately 29 days of supply as of December 31, 2019.
Parts and Service—
−Removed: For the Year Ended December 31,
+Added: For the Year Ended December 31, Increase
(Dollars in millions)
1 unchanged sentence
Parts and service gross profit:
+Added: Customer pay $ 317.3 $ 292.0 $ 25.3 9 %
+Added: Warranty 88.8 76.8 12.0 16 %
Wholesale parts 23.8 22.8 1.0 4 %
5 unchanged sentences
Parts and service gross profit:
+Added: Customer pay $ 305.4 $ 288.6 $ 16.8 6 %
+Added: Warranty 85.4 76.1 9.3 12 %
Wholesale parts 23.4 22.5 0.9 4 %
4 unchanged sentences
* Reconditioning and preparation represents the gross profit earned by our parts and service departments for internal work performed and is included as a reduction of Parts and service cost of sales within the accompanying Consolidated Statements of Income upon the sale of the vehicle.
−Removed: The $34.9 million ( 4% ) increase in parts and service revenue was primarily due to a $30.7 million (6%) increase in customer pay revenue and a $14.4 million (13%) increase in wholesale parts revenue, partially offset by a $10.2 million (7%) decrease in warranty revenue.
+Added: The $78.4 million (10%) increase in parts and service revenue was due to a $48.0 million (9%) increase in customer pay revenue, a $21.6 million (15%) increase in warranty revenue, and an $8.8 million (7%) increase in wholesale parts revenue.
Same store parts and service revenue increased $56.1 million (7%) from $810.9 million in 2018 to $867.0 million in 2019.
−Removed: The increase in same store parts and service revenue was due to a $20.2 million (4%) increase in customer pay revenue and a $11.1 million (10%) increase in wholesale parts revenue, partially offset by a $12.8 million (8%) decrease in warranty revenue.
+Added: The increase in same store parts and service revenue was due to a $32.7 million (6%) increase in customer pay revenue, a $16.4 million (11%) increase in warranty revenue, and a $7.0 million (6%) increase in wholesale parts revenue.
Parts and service gross profit, excluding reconditioning and preparation, increased by $38.3 million (10%) to $429.9 million and same store gross profit, excluding reconditioning and preparation, increased by $27.0 million (7%) to $414.2 million.
−Removed: The $9.1 million increase in same store gross profit is primarily due to a $14.1 million ( 5% ) increase in customer pay gross profit partially offset by a $6.2 million ( 8% ) decrease in warranty gross profit.
−Removed: We attribute the increase in same store gross profit to our continued focus on customer retention and the recent trend of increasing new vehicle sales over the past few years.
+Added: The $27.0 million increase in same store gross profit, excluding reconditioning and preparation, is primarily due to a $16.8 million (6%) increase in customer pay gross profit, a $9.3 million (12%) increase in warranty gross profit, and a $0.9 million (4%) increase in wholesale parts gross profit.
+Added: We attribute the increase in same store gross profit to our continued strategic focus on customer retention as well as additional warranty work.
Finance and Insurance, net—
−Removed: For the Year Ended December 31,
+Added: For the Year Ended December 31, Increase
(Dollars in millions, except for per vehicle data)
3 unchanged sentences
Finance and insurance, net per vehicle sold $ 1,643 $ 1,555 $ 88 6 %
−Removed: F&I revenue, net increased by $17.1 million ( 6% ) in 2018 when compared to 2017 primarily as a result of a 6% increase in new and used retail unit sales.
−Removed: On a same store basis F&I revenue, net increased by $10.6 million ( 4% ) in 2018 when compared to 2017 primarily as a result of a 3% increase in same store new and used retail unit sales and a 1% increase in F&I per vehicle retailed.
+Added: F&I revenue, net increased by $23.7 million (8%) in 2019 when compared to 2018 primarily as a result of a 5% increase in F&I per vehicle retailed and a 3% increase in new and used retail unit sales.
+Added: On a same store basis F&I revenue, net increased by $15.3 million (5%) in 2019 when compared to 2018 primarily as a result of a 6% increase in F&I per vehicle retailed.
We continued to benefit from a favorable consumer lending environment, which allowed more of our customers to take advantage of a broader array of F&I products and our continued focus on improving the F&I results at our lower-performing stores through our F&I training programs.
S elling, General, and Administrative Expense—
−Removed: For the Year Ended December 31,
+Added: For the Year Ended December 31, Increase
+Added: (Decrease) % of Gross
Profit (Decrease) Increase
+Added: 2019 % of Gross
+Added: Profit 2018 % of Gross
(Dollars in millions)
3 unchanged sentences
Outside services 85.1 7.3 % 83.0 7.5 % 2.1 (0.2) %
+Added: Advertising 34.4 2.9 % 30.6 2.8 % 3.8 0.1 %
+Added: Rent 27.1 2.3 % 25.6 2.3 % 1.5 — %
+Added: Utilities 16.4 1.4 % 16.2 1.5 % 0.2 (0.1) %
+Added: Insurance 14.5 1.2 % 14.7 1.3 % (0.2) (0.1) %
+Added: Other 103.5 8.9 % 97.0 8.7 % 6.5 0.2 %
Selling, general, and administrative expense $ 799.8 68.4 % $ 755.8 68.5 % $ 44.0 (0.1) %
+Added: Gross profit $ 1,168.9 $ 1,103.0
Personnel costs $ 368.4 32.9 % $ 357.8 32.9 % $ 10.6 — %
2 unchanged sentences
Outside services 81.3 7.3 % 81.4 7.5 % (0.1) (0.2) %
+Added: Advertising 30.7 2.7 % 29.8 2.7 % 0.9 — %
+Added: Rent 26.9 2.4 % 25.5 2.3 % 1.4 0.1 %
+Added: Utilities 15.7 1.4 % 16.0 1.5 % (0.3) (0.1) %
+Added: Insurance 13.4 1.2 % 14.3 1.3 % (0.9) (0.1) %
+Added: Other 100.8 9.0 % 95.1 8.8 % 5.7 0.2 %
Selling, general, and administrative expense $ 766.0 68.4 % $ 743.9 68.4 % $ 22.1 — %
+Added: Gross profit $ 1,119.4 $ 1,088.0
SG&A expense as a percentage of gross profit decreased 10 basis points from 68.5% in 2018 to 68.4% in 2019.
−Removed: Same store SG&A expense as a percentage of gross profit decreased by 50 basis points from 68.9% in 2017 to 68.4% in 2018 .
−Removed: The Company benefited from decreases in rent and share-based compensation expense on both a total company and same store basis.
−Removed: These decreases were partially offset by increases in other expenses including investments in our omni-channel initiatives intended to improve the customer experience and generate long-term operational efficiencies.
+Added: Same store SG&A expense as a percentage of gross profit remained at 68.4% in both 2018 and 2019.
Depreciation and Amortization Expense —
−Removed: The $1.6 million ( 5% ) increase in depreciation and amortization expense during 2018 compared to 2017 , was primarily the result of depreciation associated with the three dealership acquisitions made in 2018, additional assets placed into service during 2017 and 2018 , as well as depreciation expense associated with the purchase of previously leased properties.
+Added: The $2.5 million (7%) increase in depreciation and amortization expense during 2019 compared to 2018, was primarily the result of depreciation associated with dealership acquisitions during 2019, additional assets placed into service during 2019, and depreciation expense associated with the purchase of previously leased properties.
Franchise rights impairment —
We assessed our manufacturer franchise rights for impairment by comparing the present value of cash flows attributable to each franchise right to its carrying value.
−Removed: As a result of our impairment testing, we recognized a $3.7 million pretax non-cash charge related to three of our franchises.
−Removed: Other Operating (Income) Expenses, net —
−Removed: Other operating (income) expenses, net includes gains and losses from the sale of property and equipment, income derived from lease arrangements, and other non-core operating items.
−Removed: The $1.1 million in other operating income, net for 2018 , is primarily due a $0.7 million gain resulting from legal settlements and $0.4 million of other non-core operating income.
−Removed: The $1.3 million in Other operating expenses, net for 2017, is primarily due to recognized expenses associated with lease terminations of $3.1 million, partially offset by $0.9 million of other income, and $0.9 million gain recognized for legal settlements.
+Added: As a result of our impairment testing, we recognized a $7.1 million pretax non-cash charge related to six dealerships for the year ended December 31, 2019 and a $3.7 million charge related to three dealerships for the year ended December 31, 2018.
+Added: Other Operating Expenses (Income), net —
+Added: Other operating expenses (income), net includes gains and losses from the sale of property and equipment, income derived from lease arrangements, and other non-core operating items.
+Added: During the twelve months ended December 31, 2019, the Company recorded expense of $0.8 million, net which included a $2.6 million pre-tax loss related to the write-off of fixed assets, partially offset by $1.8 million, net of other non-core operating income.
+Added: The $1.1 million in other operating income, net for 2018, is primarily due to a $0.7 million gain resulting from legal settlements and $.04 million of other non-core operating income.
Floor Plan Interest Expense —
−Removed: The $9.8 million ( 43% ) increase in floor plan interest expense during 2018 compared to 2017 , was primarily the result of higher interest rates throughout 2018 compared with 2017 and, to a lesser extent, higher new vehicle inventory levels.
+Added: Floor plan interest increased by $5.4 million (17%) to $37.9 million during 2019 compared to $32.5 million during 2018, as a result of an increase in LIBOR from which our floor plan interest rate is calculated and increased floor plan borrowings from higher inventory levels during 2019.
Income Tax Expense—
−Removed: The $13.2 million ( 19% ) decrease in income tax expense was the result of a lower effective tax rate due to the December 2017 enactment of the Tax Cuts and Jobs Act (the "Tax Act") which reduced the U.S.
−Removed: federal corporate income tax rate from 35% to 21%.
−Removed: The decrease in income tax expense was partially offset by a $15.7 million ( 8% ) increase in income before income taxes.
−Removed: Our effective tax rate was 25.3% in 2018 compared to 33.5% in 2017 .
−Removed: During the third quarter of 2018, the IRS released Notice 2018-68, which clarified a number of changes made to Section 162(m) of the Code by the Tax Act.
−Removed: After considering the additional guidance issued by the U.S.
−Removed: Treasury Department, state tax authorities and other standard-setting bodies we have completed our accounting for the Tax Act.
+Added: The $2.7 million (5%) increase in income tax expense was the result of a $19.1 million (8%) increase in income before income taxes, partially offset by a decrease as a result of a lower effective tax rate and an excess tax benefit related to the vesting of share-based awards.
+Added: Our effective tax decreased from 25.3% in 2018 to 24.4 in 2019.
+Added: The decrease in our effective tax rate was primarily due to a reduced state rate attributed to lower apportionment in certain jurisdictions and statutory rate reductions in states in which the Company has significant activity.
+Added: We expect our effective tax rate to be between 24.5% and 25.5% for 2020.
LIQUIDITY AND CAPITAL RESOURCES
−Removed: As of December 31, 2019 , we had total available liquidity of $472.9 million , which consisted of $3.5 million of cash and cash equivalents, $132.1 million of available funds in our floor plan offset accounts, $190.0 million of availability under our new vehicle floor plan facility that is able to be converted to our revolving credit facility, $47.3 million of availability under our revolving credit facility, and $100.0 million of availability under our used vehicle revolving floor plan facility.
+Added: As of December 31, 2020, we had total available liquidity of $461.9 million, which consisted of $1.4 million of cash and cash equivalents, $85.4 million of available funds in our floor plan offset accounts, $237.3 million of availability under our revolving credit facility, and $137.8 million of availability under our used vehicle revolving floor plan facility.
The borrowing capacities under our revolving credit facility and our used vehicle revolving floor plan facility are limited by borrowing base calculations and, from time to time, may be further limited by our required compliance with certain financial covenants.
8 unchanged sentences
and any operating requirements for at least the next twelve months.
+Added: Park Place Acquisition
+Added: On March 24, 2020, the Company delivered notice to the sellers terminating the 2019 Asset Purchase Agreement and the Real Estate Purchase Agreement related to the Park Place acquisition in exchange for the payment of $10.0 million of liquidated damages.
+Added: In connection with the termination of the Transaction Agreements, the Company delivered a notice of special mandatory redemption to holders of its $525.0 million aggregate principal amount of Senior Notes due 2028 (the"2028 Notes") and $600.0 million aggregate principal amount of Senior Notes due 2030 (the "2030 Notes") pursuant to which it redeemed on a pro rata basis (1) $245.0 million of the 2028 Notes and (2) $280.0 million of the 2030 Notes, in each case, at 100% of the respective principal amount plus accrued and unpaid interest to, but excluding the special mandatory redemption date (the "Special Mandatory Redemption").
+Added: On July 6, 2020, the Company entered into the Revised Asset Purchase Agreement with respect to the Revised Transaction.
+Added: The Revised Transaction was completed on August 24, 2020 for a purchase price of $889.9 million.
+Added: The purchase price was financed through a combination of cash, floor plan facilities and seller financing discussed in more detail below.
+Added: Material Indebtedness
We currently are party to the following material credit facilities and agreements, and have the following material indebtedness outstanding.
For a more detailed description of the material terms of these agreements and facilities, and this indebtedness, refer to the "Long-Term Debt" footnote included in the Notes to Consolidated Financial Statements.
−Removed: 2019 Senior Credit Facility —On September 25, 2019, the Company and certain of its subsidiaries entered into the 2019 Senior Credit Facility, which amended and restated the Company's pre-existing second amended and restated credit agreement, dated as of July 25, 2016, among the Company and certain of its subsidiaries and Bank of America, as administrative agent, and the other lenders party thereto.
+Added: • 2019 Senior Credit Facility —On September 25, 2019, the Company and certain of its subsidiaries entered into the third amended and restated credit agreement with Bank of America, as administrative agent, and the other lenders party thereto (the "2019 Senior Credit Facility").
The 2019 Senior Credit Agreement provides for the following:
Revolving Credit Facility — A $250.0 million Revolving Credit Facility for, among other things, acquisitions, working capital and capital expenditures, including a $50.0 million sub-limit for letters of credit.
−Removed: As described below, as of December 31, 2019 , we converted $190.0 million of aggregate commitments from the Revolving Credit Facility to our New Vehicle Floor Plan Facility, resulting in $60.0 million of borrowing capacity.
−Removed: addition, we had $12.7 million in outstanding letters of credit as of December 31, 2019 , resulting in $47.3 million of borrowing availability as of December 31, 2019 .
−Removed: At our option, we have the ability to re-designate a portion of our availability under our Revolving Credit Facility to the New Vehicle Floor Plan Facility or the Used Vehicle Floor Plan Facility.
−Removed: The maximum amount we are allowed to re-designate is determined based on aggregate commitments under the Revolving Credit Facility, less $50.0 million.
−Removed: In addition, we are able to re-designate any amounts moved to the New Vehicle Floor Plan Facility or Used Vehicle Floor Plan Facility back to the Revolving Credit Facility.
−Removed: As of December 31, 2019 , $190.0 million of availability under our Revolving Credit Facility was re-designated to the New Vehicle Floor Plan Facility.
−Removed: We re-designated this amount to take advantage of the lower commitment fee rates on our New Vehicle Floor Plan Facility when compared to our Revolving Credit Facility.
−Removed: New Vehicle Floor Plan Facility — A $1.04 billion New Vehicle Floor Plan Facility.
−Removed: In connection with the New Vehicle Floor Plan Facility, we established an account with Bank of America that allows us to transfer cash as an offset to floor plan notes payable.
+Added: We had $12.7 million in outstanding letters of credit as of December 31, 2020, resulting in $237.3 million of borrowing availability as of December 31, 2020.
+Added: New Vehicle Floor Plan Facility — A $1.04 billion New Vehicle Floor Plan Facility which allows us to transfer cash as an offset to floor plan notes payable.
These transfers reduce the amount of outstanding new vehicle floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into our operating cash accounts within one to two days.
−Removed: As a result of the use of our floor plan offset account, we experience a reduction in Floor plan interest expense on our Consolidated Statements of Income.
−Removed: As of December 31, 2019 , we had $698.6 million outstanding under our new vehicle floor plan facility, which included $40.9 million classified as Liabilities associated with assets held for sale on our Consolidated Balance Sheet and is net of $115.9 million in our floor plan offset account.
+Added: As a result of the use of this floor plan offset account, we experienced a reduction in Floor Plan Interest Expense on our Consolidated Statements of Income.
+Added: As of December 31, 2020, we had $637.3 million outstanding under the New Vehicle Floor Plan Facility, which is net of $78.6 million in our floor plan offset account.
Used Vehicle Floor Plan Facility — A $160.0 million Used Vehicle Floor Plan Facility to finance the acquisition of used vehicle inventory and for, among other things, working capital and capital expenditures, as well as to refinance used vehicles.
+Added: We began the year with nothing drawn on our used vehicle floor plan facility.
+Added: During the year ended December 31, 2020, we had borrowings of $220.0 million and repayments of $220.0 million, resulting in no borrowings outstanding on our Used Vehicle Floor Plan Facility as of December 31, 2020.
Our borrowing capacity under the Used Vehicle Floor Plan Facility was limited to $137.8 million based on our borrowing base calculation as of December 31, 2020.
−Removed: We began the year with $30.0 million in outstanding borrowings on our used vehicle floor plan facility.
−Removed: During the year ended December 31, 2019 , we had borrowings of $80.0 million and made repayments of $110.0 million, resulting in no outstanding amounts under our Used Vehicle Floor Plan Facility as of December 31, 2019 .
Subject to compliance with certain conditions, the 2019 Senior Credit Agreement provides that we have the ability, at our option and subject to the receipt of additional commitments from existing or new lenders, to increase the size of the facilities by up to $350.0 million in the aggregate without lender consent.
+Added: At our option, we have the ability to re-designate a portion of our availability under the Revolving Credit Facility to the New Vehicle Floor Plan Facility or the Used Vehicle Floor Plan Facility.
+Added: The maximum amount we are allowed to re-designate is determined based on aggregate commitments under the Revolving Credit Facility, less $50.0 million.
+Added: In addition, we are able to re-designate any amounts moved to the New Vehicle Floor Plan Facility or the Used Vehicle Floor Plan Facility back to the Revolving Credit Facility.
+Added: We started the year with $190.0 million of availability under the Revolving Credit Facility re-designated to the New Vehicle Floor Plan Facility to take advantage of the lower commitment fee rates on the New Vehicle Floor Plan Facility when compared to the Revolving Credit Facility.
+Added: On March 17, 2020, we re-allocated the entire $190.0 million from the New Vehicle Floor Plan Facility to the Revolving Credit Facility.
Borrowings under the 2019 Senior Credit Facility bear interest, at our option, based on LIBOR or the Base Rate, in each case, plus an Applicable Rate.
5 unchanged sentences
The fee for unused commitments under the Revolving Credit Facility is between 0.15% and 0.40% per year, based on the Company's total lease adjusted leverage ratio, and the fee for unused commitments under the New Vehicle Facility Floor Plan and the Used Vehicle Facility Floor Plan Facility is 0.15% per year.
−Removed: In connection with the Acquisition, we have obtained amendments to our 2019 Senior Credit Agreement (as defined below), among other things, to (1) increase the aggregate commitments under the revolving credit facility to $350.0 million, (2) increase the aggregate commitments under the new vehicle floorplan facility to $1.35 billion and (3) increase the aggregate commitments under the used vehicle floorplan facility to $200.0 million.
−Removed: These amendments to increase the aggregate commitments will become effective concurrently with the consummation of the Acquisition.
−Removed: In connection with the consummation of the Acquisition, we intend to borrow under the New Vehicle Floor Plan Facility and under the Used Vehicle Floor Plan Facility to finance the Park Place vehicle inventory.
• Manufacturer affiliated new vehicle floor plan and other financing facilities —We have a floor plan facility with the Ford Motor Credit Company ("Ford Credit") to purchase new Ford and Lincoln vehicle inventory.
−Removed: This floor plan facility was amended in December 2019 to extend the maturity date from December 5, 2019 to May 31, 2020.
−Removed: We also have established a floor plan offset account with Ford Credit, which operates in a similar manner to our floor plan offset account with Bank of America.
−Removed: As of December 31, 2019 , we had $152.2 million outstanding under our floor
−Removed: plan facility, which included $21.9 million classified as Liabilities associated with assets held for sale and is net of $16.2 million in our floor plan offset account.
−Removed: Additionally, we had $87.0 million , which included $3.1 million classified as Liabilities associated with assets held for sale, outstanding under facilities with certain manufacturers for the financing of loaner vehicles, which were presented within Accounts payable and accrued liabilities in our Consolidated Balance Sheets.
+Added: Our floor plan facility with Ford Credit was amended in July 2020 to extend the maturity date to July 31, 2021.
+Added: We have also established a floor plan offset account with Ford Credit, which operates in a similar manner to our floor plan offset account with Bank of America.
+Added: As of December 31, 2020, we had $64.9 million, which is net of $6.8 million in our floor plan offset account, outstanding under our floor plan facility.
+Added: Additionally, we had $132.7 million, outstanding under our 2019 Senior Credit Facility and facilities with certain manufacturers for the financing of loaner vehicles,
+Added: which were presented within Accounts payable and accrued liabilities in our Consolidated Balance Sheets.
Neither our floor plan facility with Ford Credit nor our facilities for loaner vehicles have stated borrowing limitations.
−Removed: The New Senior Notes —On February 19, 2020, the Company completed its offering of senior unsecured notes, consisting of $525.0 million aggregate principal amount of 4.50% Senior Notes due 2028 (the “2028 Notes”) and $600.0 million aggregate principal amount of 4.75% Senior Notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”).
+Added: • The New Senior Notes —On February 19, 2020, the Company completed its offering of senior unsecured notes, consisting of $525.0 million aggregate principal amount of the Existing 2028 Notes and $600.0 million aggregate principal amount of the Existing 2030 Notes.
The 2028 Notes and 2030 Notes mature on March 1, 2028 and March 1, 2030, respectively.
1 unchanged sentence
The New Senior Notes were offered, together with additional borrowings and cash on hand, to (i) fund, if consummated, the acquisition of substantially all of the assets of Park Place, (ii) redeem all of our outstanding $600.0 million aggregate principal amount of 6.0% Senior Subordinated Notes due 2024 (the "6.0% Notes") and (iii) pay fees and expenses in connection with the foregoing.
−Removed: If (i) the consummation of the Acquisition has not occurred on or before April 30, 2020 (the “End Date”) or (ii) we notify the trustee for the Notes of our abandonment or termination of the Asset Purchase Agreement or our determination that the consummation of the Acquisition will not occur on or before the End Date, then we will be required to redeem $525.0 million (the “Mandatory Redemption Amount”) aggregate principal amount of the 2028 Notes and the 2030 Notes on a pro rata basis in proportion to the aggregate principal amount of each series of Notes at a redemption price equal to 100% of the Mandatory Redemption Amount, plus accrued and unpaid interest to, but excluding, the redemption date.
−Removed: The New Senior Notes of each series are guaranteed, jointly and severally, on a senior unsecured basis, by each of our existing and future restricted subsidiaries (including subsidiaries created or acquired as a result of the Acquisition), with certain exceptions.
−Removed: In addition, the New Senior Notes are subject to customary covenants and events of default.
−Removed: The New Senior Notes are required to be registered under the Securities Act of 1933 within 270 days of the closing date for the offering of the New Senior Notes.
−Removed: 6.0% Senior Subordinated Notes due 2024 —As of December 31, 2019 we had $600.0 million in aggregate principal amounts outstanding related to our 6.0% Notes.
−Removed: We are required to pay interest on the 6.0% Notes on June 15 and December 15 of each year until maturity on December 15, 2024.
−Removed: On February 3, 2020, we issued a conditional notice of redemption to the holders of our 6.0% Notes, notifying such holders that we intend to redeem all of the Existing Notes on March 4, 2020.
−Removed: The 6.0% Notes will be redeemed at 103% of par, plus accrued and unpaid interest to, but excluding, the date of redemption.
−Removed: Mortgage notes —As of December 31, 2019 , we had $100.5 million of mortgage note obligations.
+Added: On March 24, 2020, the Company delivered notice to the sellers terminating the 2019 Asset Purchase Agreement and the Real Estate Purchase Agreement.
+Added: As a result, the Company redeemed $245.0 million aggregate principal million of the 2028 Notes and $280.0 million aggregate principal amount of the 2030 Notes pursuant to the Special Mandatory Redemption.
+Added: In September 2020, the Company completed an add-on issuance of $250.0 million aggregate principal amount of additional senior notes consisting of $125.0 million aggregate principal amount of additional 2028 Notes at a price of 101.00% of par, plus accrued interest from September 1, 2020, and $125.0 million aggregate principal amount of additional 2030 Notes (together with the additional 2028 Notes, the "Additional Notes") at a price of 101.75% of par, plus accrued interest from September 1, 2020 (the "September 2020 Offering").
+Added: After deducting the initial purchasers' discounts of $2.8 million, we received net proceeds of approximately $250.6 million from the September Offering.
+Added: The $3.5 million premium paid by the initial purchasers of the Additional Notes was recorded as a component of long-term debt on our Consolidated Balance Sheet and is being amortized as a reduction of interest expense over the remaining term of the Notes.
+Added: The proceeds of the September 2020 Offering were used to redeem the Seller Notes issued in connection with the Revised Transaction.
+Added: The notes of each series are guaranteed, jointly and severally, on a senior unsecured basis, by each of our existing and future restricted subsidiaries, with certain exceptions.
+Added: In addition, the notes are subject to customary covenants, events of default and optional redemption revisions.
+Added: The notes are required to be registered under the Securities Act of 1933 within 270 days of the closing date for the offering of the notes.
+Added: The Company completed the registration of the cash series of Notes in October 2020.
+Added: • Seller Notes — The Seller Notes comprised $150.0 million in aggregate principal amount of 4.00% promissory note due August 2021 and $50.0 million in aggregate principal amount of 4.00% promissory note due February 2022 and were issued on August 24, 2020 in conjunction with the Revised Transaction.
+Added: In September 2020, the Company redeemed the Seller Notes with the proceeds of the September 2020 Offering of Senior Notes.
+Added: • 6.0% Senior Subordinated Notes due 2024 — In connection with the issuance of the Existing 2028 Notes and Existing 2030 Notes, on March 4, 2020, we redeemed all of our 6.0% Notes at 103% of par, plus accrued and unpaid interest up to, but excluding, the date of redemption.
+Added: • Mortgage notes —As of December 31, 2020, we had $79.2 million of various mortgage note obligations.
These obligations are collateralized by the associated real estate at our dealership locations.
−Removed: 2013 BofA Real Estate Facility —As of December 31, 2019 , we had $35.5 million of outstanding borrowings under the 2013 BofA Real Estate Facility.
+Added: • 2013 BofA Real Estate Facility —On September 26, 2013, we entered into a real estate term loan credit agreement (the "2013 BofA Real Estate Credit Agreement") with Bank of America, N.A.
+Added: ("Bank of America"), as lender, providing for term loans in an aggregate amount not to exceed $75.0 million, subject to customary terms and conditions (the "2013 BofA Real Estate Facility").
+Added: As of December 31, 2020, we had $33.6 million of outstanding borrowings under the 2013 BofA Real Estate Facility.
There is no further borrowing availability under this agreement.
−Removed: 2015 Wells Fargo Master Loan Facility —Borrowings under the 2015 Wells Fargo Master Loan Facility (as defined herein) are guaranteed by us and are collateralized by the real property financed under the 2015 Wells Fargo Master Loan Facility.
+Added: • 2015 Wells Fargo Master Loan Facility —On February 3, 2015, certain of our subsidiaries entered into an amended and restated master loan agreement (the "2015 Wells Fargo Master Loan Agreement") with Wells Fargo Bank, National Association ("Wells Fargo"), as lender, which provides for term loans to certain of our subsidiaries that are borrowers under the 2015 Wells Fargo Master Loan Agreement in an aggregate amount not to exceed $100.0 million (the "2015 Wells Fargo Master Loan Facility").
+Added: Borrowings under the 2015 Wells Fargo Master Loan Facility are guaranteed by us and are collateralized by the real property financed under the 2015 Wells Fargo Master Loan Facility.
As of December 31, 2020, the outstanding balance under this agreement was $65.5 million, which included $3.8 million classified as Liabilities associated with assets held for sale.
There is no further borrowing availability under this facility.
−Removed: 2018 BofA Real Estate Facility —On November 13, 2018, the Company and certain of its subsidiaries entered into the 2018 BofA Real Estate Facility (as defined herein) with Bank of America, which provides for term loans in an aggregate amount not to exceed $128.1 million.
+Added: • 2018 Bank of America Facility —On November 13, 2018, we entered into a real estate term loan credit agreement (as amended, restated or supplemented from time to time, the "2018 BofA Real Estate Credit Agreement") with Bank of America, as lender, providing for term loans in an aggregate amount not to exceed $128.1 million, subject to customary terms and conditions (the "2018 BofA Real Estate Facility").
Our right to make draws under the 2018 BofA Real Estate Facility terminated on November 13, 2019.
All of the real property financed by an operating dealership subsidiary of the Company under the 2018 BofA Real Estate Facility is collateralized by first priority liens, subject to certain permitted exceptions.
−Removed: As of December 31, 2019 , we had $114.9 million of outstanding borrowings under the 2018 BofA Real Estate Facility, which included $26.6 million classified as Liabilities associated with assets held for sale.
−Removed: 2018 Wells Fargo Master Loan Facility — On November 16, 2018, certain subsidiaries of the Company entered into a 2018 Wells Fargo Master Loan Agreement (as defined herein) which provides for term loans to certain of the Company's subsidiaries that are borrowers under the 2018 Wells Fargo Master Loan Facility in an aggregate amount not to exceed $100.0 million.
−Removed: Our right to make draws under the 2018 Wells Fargo Master Loan Facility will terminate on June 30, 2020.
−Removed: On November 16, 2018, we borrowed an aggregate amount of $25.0 million under the 2018 Wells
−Removed: Fargo Master Loan Facility, the proceeds of which were used for general corporate purposes.
−Removed: As of December 31, 2019 , we had $25.0 million outstanding borrowings under the 2018 Wells Fargo Master Loan Facility.
−Removed: New BofA Real Estate Facility — On February 7, 2020, certain subsidiaries of the Company entered into a new real estate term loan credit agreement (as amended, restated or supplemented from time to time, the “New BofA Real Estate Credit Agreement”) with the various financial institutions party thereto, as lenders, certain of the Company’s subsidiaries that own or lease the real estate financed thereunder, as borrowers, and Bank of America, as lender, providing for term loans in an aggregate amount not to exceed $280.6 million, subject to customary terms and conditions (the “New BofA Real Estate Facility”).
−Removed: Term loans under our New BofA Real Estate Facility will bear interest, at our option, based on (1) LIBOR plus an applicable margin based on a pricing grid ranging from 1.50% per annum to 2.00% per annum based on our consolidated total lease adjusted leverage ratio or (2) the Base Rate (as described below) plus an applicable margin based on a pricing grid ranging from 0.50% per annum to 1.00% per annum based on our consolidated total lease adjusted leverage ratio.
−Removed: The Base Rate is the highest of (i) the Federal Funds rate plus 0.50%, (ii) the Bank of America prime rate, and (iii) one month LIBOR plus 1.0%.
−Removed: We will be required to make 27 consecutive quarterly principal payments of 1.25% of the initial amount of each loan, with a balloon repayment of the outstanding principal amount of loans due on the maturity date.
−Removed: The New BofA Real Estate Facility matures seven years from the initial funding date.
−Removed: Borrowings under the New BofA Real Estate Facility are guaranteed by us and each of our operating dealership subsidiaries that lease or own the real estate being financed under the New BofA Real Estate Facility, and are collateralized by first priority liens, subject to certain permitted exceptions, on all of the real property financed thereunder.
−Removed: In connection with the Acquisition, we intend to borrow $216.6 million under the New BofA Real Estate Facility, and have the ability to make one additional draw in an amount up to 80% of the appraised value of the property expected to be acquired at or after the consummation of the Acquisition.
+Added: As of December 31, 2020, we had $84.2 million of outstanding borrowings under the 2018 BofA Real Estate Facility.
+Added: • 2018 Wells Fargo Master Loan Facility — On November 16, 2018, certain of our subsidiaries entered into a master loan agreement (the "2018 Wells Fargo Master Loan Agreement") with Wells Fargo as lender, which provides for term loans to certain of our subsidiaries that are borrowers under the 2018 Wells Fargo Master Loan Agreement in an aggregate amount not to exceed $100.0 million (the "2018 Wells Fargo Master Loan Facility").
+Added: Our right to make draws under the 2018 Wells Fargo Master Loan Facility terminated on June 30, 2020.
+Added: On November 16, 2018 and June 26, 2020, we borrowed an aggregate amount of $25.0 million and $69.4 million, respectively, under the 2018 Wells Fargo Master Loan Facility, the proceeds of which were used for general corporate purposes.
+Added: As of December 31, 2020, we had $92.0 million which includes $5.1 million classified as Liabilities associated with assets held for sale, outstanding borrowings under the 2018 Wells Fargo Master Loan Facility.
+Added: There is no further borrowing availability under this agreement.
Covenants and Defaults
5 unchanged sentences
We cannot give any assurance that we would be able to successfully take any of these actions on terms, or at times, that may be necessary or desirable.
−Removed: The representations and covenants expected to be contained in the New BofA Real Estate Credit Agreement are customary for financing transactions of this nature, including, among others, a requirement to comply with a minimum consolidated current ratio, minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio, in each case as set out in the New BofA Real Estate Credit Agreement.
−Removed: In addition, certain other covenants could restrict our ability to incur additional debt, pay dividends or acquire or dispose of assets.
−Removed: The New BofA Real Estate Credit Agreement also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness.
−Removed: Upon the occurrence of an event of default, we could be required by the New BofA Real Estate Credit Agreement to immediately repay all amounts outstanding thereunder.
−Removed: The representations and covenants contained in the 2018 BofA Real Estate Credit Agreement are customary for financing transactions of this nature, including, among others, a requirement to comply with a minimum consolidated current ratio, minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio, in each case as set out in the 2018 BofA Real Estate Credit Agreement.
−Removed: In addition, certain other covenants could restrict our ability to incur additional debt, pay dividends or acquire or dispose of assets.
−Removed: The 2018 BofA Real Estate Credit Agreement also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness.
−Removed: Upon the occurrence of an event of default, we could be required by the 2018 BofA Real Estate Credit Agreement to immediately repay all amounts outstanding thereunder.
−Removed: The representations, warranties and covenants contained in the 2018 Wells Fargo Master Loan Agreement and the related documents are customary for financing transactions of this nature, including, among others, a requirement to comply with a minimum consolidated current ratio, minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio.
−Removed: In addition, certain other covenants could restrict our ability to incur additional debt, pay dividends or acquire or dispose of assets.
−Removed: The 2018 Wells Fargo Master Loan Agreement also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness.
−Removed: occurrence of an event of default, we could be required by the 2018 Wells Fargo Master Loan Facility to immediately repay all amounts outstanding thereunder.
−Removed: The representations and covenants contained in the 2013 BofA Real Estate Credit Agreement are customary for financing transactions of this nature, including, among others, a requirement to comply with a minimum consolidated current ratio, minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio, in each case as set out in the 2013 BofA Real Estate Credit Agreement.
−Removed: In addition, certain other covenants could restrict our ability to incur additional debt, pay dividends or acquire or dispose of assets.
−Removed: The 2018 BofA Real Estate Credit Agreement also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness.
−Removed: Upon the occurrence of an event of default, we could be required by the 2013 BofA Real Estate Credit Agreement to immediately repay all amounts outstanding thereunder.
−Removed: The representations, warranties and covenants contained in the 2015 Wells Fargo Master Loan Agreement and the related documents are customary for financing transactions of this nature, including, among others, a requirement to comply with a minimum consolidated current ratio, minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio.
+Added: The representations and covenants contained in the 2018 BofA Real Estate Credit Agreement, 2018 Wells Fargo Master Loan Agreement, 2013 BofA Real Estate Credit Agreement, 2015 Wells Fargo Master Loan Agreement and the related documents are customary for financing transactions of this nature, including, among others, requirements to comply with a minimum consolidated current ratio, minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio, in each case, as applicable.
In addition, certain other covenants could restrict our ability to incur additional debt, pay dividends or acquire or dispose of assets.
−Removed: The 2015 Wells Fargo Master Loan Agreement also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness.
−Removed: Upon the occurrence of an event of default, we could be required by the 2015 Wells Fargo Master Loan Facility to immediately repay all amounts outstanding thereunder.
+Added: Each of these agreements provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness.
+Added: Upon the occurrence of an event of default, we could be required by the applicable agreement to immediately repay all amounts outstanding thereunder.
The representations and covenants contained in the agreement governing the 2019 Senior Credit Facility are customary for financing transactions of this nature including, among others, a requirement to comply with a minimum consolidated current ratio, minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio, in each case as set out in the agreement governing the 2019 Senior Credit Facility.
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Our ability to repurchase shares or pay dividends on our common stock is subject to our compliance with the covenants and restrictions described in "Covenants and Defaults" above.
−Removed: On January 30, 2014, our Board of Directors authorized the Repurchase Program, On October 19, 2018, our Board of Directors reset the authorization under our Repurchase Program to $100.0 million in the aggregate, for the repurchase of our common stock in open market transactions or privately negotiated transactions, from time to time.
−Removed: During 2019 , we repurchased 202,379 shares of our common stock under the Repurchase Program for a total of $15.3 million .
−Removed: December 31, 2019 we had remaining authorization to repurchase $66.3 million in shares of our common stock under the Repurchase Program.
+Added: On January 30, 2014, our Board of Directors authorized the Repurchase Program.
+Added: On October 19, 2018, our Board of Directors reset the authorization under our Repurchase Program to $100.0 million in the aggregate, for the repurchase of our common stock in open market transactions or privately negotiated transactions, from time to time.
+Added: During 2020, we did not repurchase any shares of our common stock under the Repurchase Program.
+Added: As of December 31, 2020 we had remaining authorization to repurchase $66.3 million in shares of our common stock under the Repurchase Program.
+Added: On January 27, 2021, the Board of Directors increased the Company’s share repurchase authorization under our Repurchase Program by $33.7 million to $100 million.
+Added: The extent that the Company repurchases its shares, the number of shares and the timing of any repurchases will depend on general market conditions, legal requirements and other corporate considerations.
+Added: The repurchase program may be modified, suspended or terminated at any time without prior notice.
During 2020, we repurchased 56,607 shares of our common stock for $5.1 million from employees in connection with a net share settlement feature of employee equity-based awards.
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Payments due by period
+Added: 2021 2022 2023 2024 2025 Thereafter Total
Floor plan notes payable (Notes10&11) $ 702.2 $ — $ — $ — $ — $ — $ 702.2
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________________________________________
−Removed: For additional information related to the Company's operating and finance lease liabilities presented within the accompanying Consolidated Financial Statements, see Note 18 "Leases" of the Notes thereto.
−Removed: Includes variable rate interest payments calculated using an estimated LIBOR rate of 1.78%, and assumes that borrowings will not be refinanced prior to or upon maturity.
+Added: (a) For additional information related to the Company's operating and finance lease liabilities presented within the accompanying Consolidated Financial Statements, see Note 18 "Leases" of the Notes thereto.
+Added: (b) Includes variable rate interest payments calculated using an estimated LIBOR rate of 0.14%, and assumes that borrowings will not be refinanced prior to or upon maturity.
Classification of Cash Flows Associated with Floor Plan Notes Payable
Borrowings and repayments of floor plan notes payable to a lender unaffiliated with the manufacturer from which we purchase a particular new vehicle ("Non-Trade"), and all floor plan notes payable relating to used vehicles (together referred to as "Floor Plan Notes Payable—Non-Trade"), are classified as financing activities on the accompanying Consolidated Statements of Cash Flows, with borrowings reflected separately from repayments.
−Removed: The net change in floor plan notes payable to a lender affiliated with the manufacturer from which we purchase a particular new vehicle (collectively referred to as "Floor Plan Notes Payable—Trade") is classified as an operating activity on the accompanying Consolidated Statements of Cash Flows.
+Added: The net change in floor plan notes payable to a lender affiliated with the manufacturer from which we purchase a particular new vehicle (collectively referred to as "Floor Plan Notes Payable—Trade") is classified as an operating activity on the accompanying Consolidated Statements of Cash
Borrowings of floor plan notes payable associated with inventory acquired in connection with all acquisitions and repayments made in connection with all divestitures are classified as a financing activity in the accompanying Consolidated Statement of Cash Flows.
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Cash provided by operating activities, as adjusted, includes borrowings and repayments of floor plan notes payable to lenders not affiliated with the manufacturer from which we purchase the related new vehicles and all floor plan notes payable relating to used vehicles.
−Removed: Cash provided by operating activities, as adjusted, has material limitations, and therefore, may not be
−Removed: comparable to similarly titled measures of other companies and should not be considered in isolation, or as a substitute for analysis of our operating results in accordance with GAAP.
+Added: Cash provided by operating activities, as adjusted, has material limitations, and therefore, may not be comparable to similarly titled measures of other companies and should not be considered in isolation, or as a substitute for analysis of our operating results in accordance with GAAP.
In order to compensate for these potential limitations we also review the related GAAP measures.
We have provided below a reconciliation of cash flow from operating activities, as if all changes in floor plan notes payable, except for (i) borrowings associated with acquisitions and repayments associated with divestitures and (ii) borrowings and repayments associated with the purchase of used vehicle inventory, were classified as an operating activity.
−Removed: For the Years Ended December 31,
+Added: For the Year Ended December 31,
+Added: 2020 2019 2018
(In millions)
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New vehicle floor plan borrowings (repayments) — non-trade, net
+Added: (155.3) (194.7) 171.5
Cash provided by operating activities, as adjusted $ 497.2 $ 155.1 $ 181.6
Operating Activities—
−Removed: Net cash provided by operating activities totaled $349.8 million , $10.1 million , and $266.3 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively.
−Removed: Net cash provided by operating activities, as adjusted, totaled $155.1 million , $181.6 million , and $195.6 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively.
+Added: Net cash provided by operating activities totaled $652.5 million, $349.8 million, and $10.1 million for the year ended December 31, 2020, 2019, and 2018, respectively.
+Added: Net cash provided by operating activities, as adjusted, totaled $497.2 million, $155.1 million, and $181.6 million for the year ended December 31, 2020, 2019, and 2018, respectively.
Net cash provided by operating activities, as adjusted, includes net income, adjustments to reconcile net income to net cash provided by operating activities, changes in working capital, and changes in floor plan notes payable—non-trade.
+Added: The $342.1 million increase in net cash provided by operating activities, as adjusted, for the year ended December 31, 2020 compared to the year ended December 31, 2019, was primarily the result of the following:
+Added: • $152.6 million related to a decrease in inventory, net of floor plan notes payable, including both trade and non-trade;
+Added: • $110.3 million related to an increase in accounts payable and accrued liabilities;
+Added: • $59.2 million related to non-cash adjustments to net income primarily related to the gain on dealership divestitures in 2020 when compared to 2019;
+Added: • $16.5 million related to sales volume and the timing of collection of accounts receivable and contracts-in-transit during 2020 as compared to 2019;
+Added: • $14.3 million related to the change in other long-term assets and liabilities.
+Added: The increase in our net cash provided by operating activities, as adjusted, was partially offset by:
+Added: • $9.6 million related to the change in other current assets, net;
+Added: • $1.2 million related to operating lease liabilities.
The $26.5 million decrease in our net cash provided by operating activities, as adjusted, for the year ended December 31, 2019 compared to the year ended December 31, 2018, was primarily the result of the following:
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• $8.9 million related to the change in other current assets and other long-term assets and liabilities, net;
−Removed: $4.1 million related timing and collection of accounts receivable and contracts-in-transit during 2019 as compared to 2018.
−Removed: The $14.0 million decrease in our net cash provided by operating activities, as adjusted, for the year ended December 31, 2018 as compared to the year ended December 31, 2017 was primarily the result of the following:
−Removed: $19.8 million related to an increase in inventory, net of floor plan notes payable, including both trade and non-trade;
−Removed: $13.6 million related to the change in accounts payable and accrued liabilities;
−Removed: $6.0 million related to sales volume and the timing of collection of accounts receivable and contracts-in-transit during 2018 as compared to 2017;
−Removed: $2.0 million related to the change in other current and non-current assets and liabilities.
−Removed: The decrease in our net cash provided by operating activities, as adjusted, was partially offset by:
−Removed: $27.4 million related to non-cash adjustments to net income.
+Added: • $4.1 million related to timing and collection of accounts receivable and contracts-in-transit during 2019 as compared to 2018.
Investing Activities—
−Removed: Net cash used in investing activities totaled $227.6 million , $149.6 million , and $127.8 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively.
+Added: Net cash used in investing activities totaled $820.8 million, $227.6 million, and $149.6 million for the year ended December 31, 2020, 2019, and 2018, respectively.
Cash flows from investing activities relate primarily to capital expenditures, acquisitions, divestitures, and the sale of property and equipment.
−Removed: Capital expenditures, excluding the purchase of real estate and acquisitions, were $57.6 million , $40.3 million , and $42.3 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively.
−Removed: Purchases of real estate totaled $9.2 million , $17.6 million , and $5.8 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively.
−Removed: In addition, we purchased previously leased facilities for $4.9 million , $4.4 million , and $5.4 million during the years ended December 31, 2019 , 2018 , and 2017 , respectively.
+Added: Capital expenditures, excluding the purchase of real estate and acquisitions, were $46.5 million, $57.6 million, and $40.3 million for the year ended December 31, 2020, 2019, and 2018, respectively.
+Added: Purchases of real estate totaled $2.3 million, $9.2 million, and $17.6 million for the year ended December 31, 2020, 2019, and 2018, respectively.
+Added: In addition, we purchased previously leased facilities for $4.9 million, and $4.4 million during the year ended December 31, 2019, and 2018, respectively.
We expect that capital expenditures during 2021 will total approximately $55.0 million to upgrade or replace our existing facilities, construct new facilities, expand our service capacity, and invest in technology and equipment.
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No assurances can be provided that we will have or be able to access capital at times or on terms in amounts deemed necessary to execute this strategy.
+Added: During the year ended December 31, 2020, we acquired substantially all of the assets of, and leased the real property related to 12 new vehicle dealership franchises (eight dealership locations), two collision centers and an auto auction comprising the Park Place Dealership group for a purchase price of $889.9 million.
+Added: We funded this acquisition with $527.4 million of cash, $200.0 million of Seller Notes, $127.5 million of floor plan borrowings for the purchase of the related new vehicle inventory and $35.0 million of floor plan borrowings for the purchase of the related used vehicle inventory.
+Added: In addition, we acquired the assets of three franchises (one dealership location) in the Denver, Colorado market for a purchase price of $63.6 million.
+Added: This acquisition was funded with an aggregate of $34.5 million of cash and $27.1 million of floor plan borrowings for the purchase of the related new vehicle inventory.
+Added: These acquisitions included purchase price holdbacks of $2.0 million for potential indemnity claims made by us with respect to the acquired franchises.
+Added: In addition to the acquisition amounts above, we released $2.5 million of purchase price holdbacks related to a prior year acquisition
During the year ended December 31, 2019, we acquired the assets of nine franchises (five dealership locations) and one collision center in the Indianapolis, Indiana market and one franchise (one dealership location) in the Denver, Colorado market for a combined purchase price of $210.4 million.
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In addition to the acquisition amounts above, we released $0.8 million of purchase price holdbacks related to a prior year acquisition.
−Removed: During the years ended December 31, 2018 and 2017 , we acquired three franchises (three dealership locations) for an aggregate purchase price of $91.3 million and two franchises (two dealership locations) and one collision center for an aggregate purchase price of $80.1 million , respectively.
+Added: During the year ended December 31, 2018, we acquired three franchises (three dealership locations) for an aggregate purchase price of $91.3 million.
+Added: During the year ended December 31, 2020, we divested two franchises (two dealership locations) in the Atlanta, Georgia market, six franchises (five dealership locations) and one collision center in the Jackson, Mississippi market, and one franchise (one dealership location) in the Greenville, South Carolina market for proceeds of $177.9 million.
During the year ended December 31, 2019, we divested one franchise (one dealership location) and one collision center for proceeds of $39.1 million.
−Removed: There were no divestitures during the years ended December 31, 2018 and 2017 .
−Removed: Additionally, proceeds from the sale of assets, unrelated to a dealership divestiture, were $15.0 million , $4.0 million , and $5.8 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively.
+Added: There were no divestitures during the year ended December 31, 2018.
+Added: Additionally, proceeds from the sale of assets, unrelated to a dealership divestiture, were $4.2 million, $15.0 million, and $4.0 million for the year ended December 31, 2020, 2019, and 2018, respectively.
Financing Activities—
−Removed: Net cash used in financing activities totaled $127.0 million and $137.2 million for the years ended December 31, 2019 and 2017 , respectively.
−Removed: Net cash provided by financing activities totaled $143.1 million for the year ended December 31, 2018 .
−Removed: During the years ended December 31, 2019 , 2018 , and 2017 , we had non-trade floor plan borrowings of $4.32 billion , $4.59 billion , and $3.85 billion , respectively.
−Removed: Included in our non-trade floor plan borrowings, were borrowings of $80.0 million, $300.0 million, and $35.0 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively, related to our used vehicle floor plan facility.
−Removed: In addition, during the years ended December 31, 2019 , and 2018 , we had non-trade floor plan borrowings of $55.3 million , and $22.7 million , respectively, related to acquisitions.
+Added: Net cash provided by financing activities totaled $166.2 million and $143.1 million for the year ended December 31, 2020 and 2018, respectively.
+Added: Net cash used in financing activities totaled $127.0 million for the year ended December 31, 2019.
+Added: During the year ended December 31, 2020, 2019, and 2018, we had non-trade floor plan borrowings of $4.31 billion, $4.32 billion, and $4.59 billion, respectively.
+Added: Included in our non-trade floor plan borrowings, were borrowings of $220.0 million, $80.0 million, and $300.0 million for the year ended December 31, 2020, 2019, and 2018, respectively, related to our used vehicle floor plan facility.
+Added: In addition, during the year ended December 31, 2020, 2019, and 2018, we had non-trade floor plan borrowings of $131.6 million, $55.3 million, and $22.7 million respectively, related to acquisitions.
The majority of our floor plan notes are payable to parties unaffiliated with the entities from which we purchase our new vehicle inventory, with the exception of floor plan notes payable relating to the financing of new Ford and Lincoln vehicles.
−Removed: During the years ended December 31, 2019 , 2018 , and 2017 , we made non-trade floor plan repayments of $4.51 billion , $4.39 billion , and $3.92 billion , respectively.
−Removed: Included in our non-trade floor plan repayments were repayments of $110.0 million, $270.0 million, and $35.0 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively, related to our used vehicle floor plan facility.
−Removed: In addition, during the year ended December 31, 2019 , we had floor plan repayments associated with dealership divestitures of $14.1 million .
−Removed: There were no repayments related to divestitures during the years ended December 31, 2018 and 2017 .
−Removed: Repayments of borrowings totaled $48.4 million , $19.9 million , and $52.0 million , for the years ended December 31, 2019 , 2018 , and 2017 , respectively.
−Removed: During the years ended December 31, 2019 , and 2018 , we received proceeds from borrowings totaling $97.7 million and $50.7 million , respectively.
−Removed: During the year ended December 31, 2017 , we repaid three mortgages prior to their maturity date for a total of $36.6 million.
−Removed: During the year ended December 31, 2019 , we repurchased a total of 202,379 shares of our common stock under our Repurchase Program for a total of $15.3 million and 72,368 shares of our common stock for $5.2 million from employees in connection with a net share settlement feature of employee equity-based awards.
+Added: During the year ended December 31, 2020, 2019, and 2018, we made non-trade floor plan repayments of $4.47 billion, $4.51 billion, and $4.39 billion, respectively.
+Added: Included in our non-trade floor plan repayments were repayments of $220.0 million, $110.0 million, and $270.0 million for the year ended December 31, 2020, 2019, and 2018, respectively, related to our used vehicle floor plan facility.
+Added: In addition, during the year ended December 31, 2020 and 2019 we had floor plan repayments associated with dealership divestitures of $60.4 million and $14.1 million, respectively.
+Added: During the year ended December 31, 2020, 2019, and 2018, we received proceeds from borrowings totaling $1.88 billion, $97.7 million and $50.7 million, respectively.
+Added: Repayments of borrowings totaled $1.62 billion, $48.4 million, and $19.9 million, for the year ended December 31, 2020, 2019, and 2018, respectively.
+Added: During the year ended December 31, 2020, we did not repurchase any shares of our common stock under our Repurchase Program.
+Added: We did repurchase 56,607 shares of our common stock for $5.1 million from employees in connection with a net share settlement feature of employee equity-based awards.
Off Balance Sheet Arrangements
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.