ASBURY AUTOMOTIVE GROUP, INC. Forward-Looking Information Certain of the discussions and information included or incorporated by reference in this report may constitute "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are statements that are not historical in nature and may include statements relating to our goals, plans and projections regarding industry and general economic trends, our expected financial position, results of operations or market position and our business strategy. Such statements can generally be identified by words such as "may," "target," "could," "would," "will," "should," "believe," "expect," "anticipate," "plan," "intend," "foresee," and other similar words or phrases. Forward-looking statements may also relate to our expectations and assumptions with respect to, among other things: •the seasonally adjusted annual rate of new vehicle sales inthe United States ; •general economic conditions and its expected impact on our revenue and expenses; •our expected parts and service revenue due to, among other things, improvements in vehicle technology; •our ability to limit our exposure to regional economic downturns due to our geographic diversity and brand mix; •manufacturers' continued use of incentive programs to drive demand for their product offerings; •our capital allocation strategy, including as it relates to acquisitions and divestitures, stock repurchases and capital expenditures; •our revenue growth strategy; •the growth of the brands that comprise our portfolio over the long-term and other factors; •disruptions in the production and supply of vehicles and parts from our vehicle and parts manufacturers and other suppliers due to any ongoing impact of the global semiconductor shortage, which can disrupt our operations; •disruptions in our operations, the operations of our vehicle and parts manufacturers and other suppliers, vendors and business partners, and the global economy in general due to the global COVID-19 pandemic, including due to any new strains of the virus and the efficacy and rate of vaccinations; and •our estimated future capital expenditures, which can be impacted by increasing prices and labor shortages. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual future results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to: •the degree to which disruptions in our operations, the operations of our vehicle and parts manufacturers and other suppliers, vendors and business partners, and the global economy in general due to any ongoing effects of the COVID-19 pandemic may adversely impact our business, results of operations, financial condition and cash flows;
•the effects of increased expenses or unanticipated liabilities incurred as a result of, or due to activities related to our acquisitions or divestitures;
•changes in general economic and business conditions, including changes in
employment levels, consumer confidence levels, consumer demand and preferences,
the availability and cost of credit, fuel prices, levels of discretionary
personal income and interest rates;
•our ability to generate sufficient cash flows, maintain our liquidity and
obtain any necessary additional funds for working capital, capital expenditures,
acquisitions, stock repurchases, debt maturity payments and other corporate
purposes, if necessary or desirable;
•significant disruptions in the production and delivery of vehicles and parts
for any reason, including the COVID-19 pandemic, supply shortages (including
semiconductor chips), natural disasters, severe weather, civil unrest, product
recalls, work stoppages or other occurrences that are outside of our control;
•our ability to execute our automotive retailing and service business strategy
while operating under restrictions and best practices imposed or encouraged by
governmental and other regulatory authorities;
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Table of Conte n t s
•our ability to attract and retain skilled employees;
•adverse conditions affecting the vehicle manufacturers whose brands we sell,
and their ability to design, manufacture, deliver and market their vehicles
successfully;
•changes in the mix and total number of vehicles we are able to sell;
•our outstanding indebtedness and our continued ability to comply with
applicable covenants in our various financing and lease agreements, or to obtain
waivers of these covenants as necessary;
•high levels of competition in our industry, which may create pricing and margin
pressures on our products and services;
•our relationships with manufacturers of the vehicles we sell and our ability to
renew, and enter into new framework and dealer agreements with vehicle
manufacturers whose brands we sell, on terms acceptable to us;
•the availability of manufacturer incentive programs and our ability to earn
these incentives;
•failure of our, or those of our third-party service providers, management
information systems;
•any data security breaches with regard to personally identifiable information
("PII");
•changes in laws and regulations governing the operation of automobile
franchises, including trade restrictions, consumer protections, accounting
standards, taxation requirements and environmental laws;
•changes in, or the imposition of, new tariffs or trade restrictions on imported
vehicles or parts;
•adverse results from litigation or other similar proceedings involving us;
•our ability to consummate planned mergers, acquisitions and dispositions;
•any disruptions in the financial markets, which may impact our ability to
access capital;
•our relationships with, and the financial stability of, our lenders and
lessors;
•our ability to execute our initiatives and other strategies;
•our ability to leverage gains from our dealership portfolio; and
•our ability to successfully integrate businesses we may acquire, or that any
business we acquire may not perform as we expected at the time we acquired it.
Many of these factors are beyond our ability to control or predict, and their
ultimate impact could be material. Moreover, the factors set forth under "Item
1A. Risk Factors" and other cautionary statements made in this report should be
read and considered as forward-looking statements subject to such uncertainties.
Forward-looking statements speak only as of the date of this report. We
expressly disclaim any obligation to update any forward-looking statement
contained herein.
OVERVIEW
We are one of the largest automotive retailers inthe United States . As ofJune 30, 2021 , we owned and operated 112 new vehicle franchises (91 dealership locations), representing 31 brands of automobile, 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; parts and service, which includes repair and maintenance services, replacement parts, and collision repair services; and finance and insurance products. For the six months endedJune 30, 2021 , our new vehicle revenue brand mix consisted of 45% luxury, 39% imports, and 16% domestic brands. Our retail network is made up of dealerships operating primarily under the following locally-branded dealership groups: •Coggin dealerships operating primarily inJacksonville ,Fort Pierce andOrlando, Florida ; •Courtesy dealerships operating inTampa, Florida ; •Crown dealerships operating inNorth Carolina ,South Carolina andVirginia ; •Greenville Automotive dealerships operating inGreenville, South Carolina ; •Hare and Estes dealerships operating in theIndianapolis, Indiana area; 25 -------------------------------------------------------------------------------- Table of Conte n t s •McDavid dealerships operating in metropolitanAustin andDallas-Fort Worth, Texas ; •Nalley dealerships operating in metropolitanAtlanta, Georgia ; •Park Place dealerships operating in theDallas-Fort Worth, Texas area; •Plaza dealerships operating in metropolitanSt. Louis, Missouri ; and •Mike Shaw dealerships in theDenver, Colorado area. Our revenues are derived primarily from: (i) the sale of new vehicles; (ii) the sale of used vehicles to individual retail customers ("used retail") and to other dealers at auction ("wholesale") (the terms "used retail" and "wholesale" collectively referred to as "used"); (iii) repair and maintenance services, including collision repair, the sale of automotive replacement parts, and the reconditioning of used vehicles (collectively referred to as "parts and service"); and (iv) the arrangement of third-party vehicle financing and the sale of a number of vehicle protection products (defined below and collectively referred to as "F&I"). 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. Our gross profit margin varies with our revenue mix. Sales of new vehicles have historically resulted in a lower gross profit margin than used vehicle sales, sales of parts and service, and sales of F&I products. As a result, when used vehicle, parts and service, and F&I revenue increase as a percentage of total revenue, we expect our overall gross profit margin to increase. Selling, general, and administrative ("SG&A") expenses consist primarily of fixed and incentive-based compensation, advertising, rent, insurance, utilities, and other customary operating expenses. A significant portion of our cost structure is variable (such as sales commissions) or controllable (such as advertising), which we believe allows us to adapt to changes in the retail environment over the long-term. 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. 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. 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. Our vehicle sales may also be impacted by manufacturer imposed stop-sales or open safety recalls. 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. As a result of the COVID-19 global pandemic, certain vehicle manufacturers slowed or temporarily halted assembly lines for the safety of their workers. Furthermore, significant shortages of semiconductor chips and other component parts and supplies have also forced many automotive manufacturers and their suppliers to suspend or curtail production. The impact of these factors have negatively impacted our new vehicle inventory levels. We cannot predict with any certainty how long the automotive retail industry will continue to be subject to these shortages or when normalized production will resume at these manufacturers. We also cannot predict the duration or scope, and future effects, of the impacts from the COVID-19 global pandemic, which may adversely impact our financial condition, liquidity and cash flow. Vaccine efficacy to new strains of the virus, side effects and the public's willingness to get vaccinated, all remain challenges, which could lengthen the duration of the impacts of the pandemic. We continue to monitor and respond as necessary to the Company's operational needs and financial flexibility during the ongoing outbreak of the COVID-19 global pandemic and the resulting economic uncertainty. Our top priority continues to be the safety and protection of our customers, team members and their families. We have modified certain business practices to conform to government restrictions and are taking precautionary measures as directed by government and regulatory authorities. 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) increased demand for pre-owned vehicles, (ii) the expected relative stability of our parts and service operations over the long-term, (iii) the variable nature of significant components of our cost structure, and (iv) our diversified brand and geographic mix. The seasonally adjusted annual rate ("SAAR") of new vehicle sales in theU.S. during the three months endedJune 30, 2021 was 17.0 million compared to 11.3 million during the three months endedJune 30, 2020 . On a same-store basis, all of our revenue streams increased from the prior year quarter and we experienced a significant increase in both new and used vehicle gross profit and margins during the three months endedJune 30, 2021 when compared to the prior year period. New vehicle supply disruptions as a result of the COVID-19 global pandemic and the semiconductor chip shortage have reduced the availability of new vehicle inventory, which has driven up demand for used vehicles. Our parts and service business continued to show signs of a recovery and has returned to pre-pandemic levels of activity and profitability. 26 -------------------------------------------------------------------------------- Table of Conte n t s We had total available liquidity of$576.5 million as ofJune 30, 2021 , which consisted of cash and cash equivalents of$102.3 million ,$75.0 million of funds in our floor plan offset accounts,$190.0 million availability under our new vehicle floor plan facility that is able to be converted to our revolving credit facility,$49.2 million of availability under our revolving credit facility, and$160.0 million of availability under our used vehicle revolving floor plan facility. For further discussion of our liquidity, please refer to "Liquidity and Capital Resources" below. We believe we will have sufficient liquidity to meet our debt service and working capital requirements; commitments and contingencies; debt repayment, maturity and repurchase obligations; acquisitions; capital expenditures; and any operating requirements for at least the next twelve months. Park Place Acquisition OnJuly 6, 2020 , the Company, through two of its subsidiaries, entered into an Asset Purchase Agreement with certain members of the Park Place Dealership group, to acquire substantially all of the assets of, and lease the real property related to, 12 new vehicle dealership franchises (8 dealership locations), two collision centers and an auto auction (collectively, the "Park Place acquisition").The Park Place acquisition was completed onAugust 24, 2020 and financed through a combination of cash, floor plan facilities and seller financing. The seller financing comprised$150.0 million in aggregate principal amount of a 4.00% promissory note dueAugust 2021 and$50.0 million in aggregate principal amount of 4.00% promissory note dueFebruary 2022 (collectively, the "Seller Notes"). InSeptember 2020 , the Company redeemed the Seller Notes with proceeds from the offering of 4.50% Notes due 2028 and 4.75% Notes due 2030. 27
-------------------------------------------------------------------------------- Table of Conte n t s RESULTS OF OPERATIONS Three Months EndedJune 30, 2021 Compared to the Three Months EndedJune 30, 2020 For the Three Months Ended June 30, Increase % 2021 2020 (Decrease) Change (Dollars in millions, except per share data) REVENUE: New vehicle$ 1,368.4 $ 761.8 $ 606.6 80 % Used vehicle 816.2 447.5 368.7 82 % Parts and service 292.4 169.2 123.2 73 % Finance and insurance, net 107.0 66.6 40.4 61 % TOTAL REVENUE 2,584.0 1,445.1 1,138.9 79 % GROSS PROFIT: New vehicle 124.1 38.6 85.5 222 % Used vehicle 83.5 37.1 46.4 125 % Parts and service 182.6 100.5 82.1 82 % Finance and insurance, net 107.0 66.6 40.4 61 % TOTAL GROSS PROFIT 497.2 242.8 254.4 105 % OPERATING EXPENSES: Selling, general, and administrative 269.7 152.2 117.5 77 % Depreciation and amortization 10.1 9.7 0.4 4 % Other operating (income), net (1.0) (1.3) 0.3 23 % INCOME FROM OPERATIONS 218.4 82.2 136.2 166 % OTHER EXPENSES: Floor plan interest expense 2.1 4.1 (2.0) (49) % Other interest expense, net 14.4 11.8 2.6 22 % Total other expenses, net 16.5 15.9 0.6 4 % INCOME BEFORE INCOME TAXES 201.9 66.3 135.6 205 % Income tax expense 49.8 16.7 33.1 198 % NET INCOME$ 152.1 $ 49.6 $ 102.5 207 % Net income per common share-Diluted$ 7.80 $ 2.57 $ 5.23 204 % 28
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For the Three Months Ended
2021 2020
REVENUE MIX PERCENTAGES:
New vehicle 53.0 % 52.7 %
Used vehicle retail 29.4 % 28.6 %
Used vehicle wholesale 2.2 % 2.4 %
Parts and service 11.3 % 11.7 %
Finance and insurance, net 4.1 % 4.6 %
Total revenue 100.0 % 100.0 %
GROSS PROFIT MIX PERCENTAGES:
New vehicle 25.0 % 15.9 %
Used vehicle retail 14.8 % 13.0 %
Used vehicle wholesale 2.0 % 2.3 %
Parts and service 36.7 % 41.4 %
Finance and insurance, net 21.5 % 27.4 %
Total gross profit 100.0 % 100.0 %
GROSS PROFIT MARGIN 19.2 16.8
SG&A EXPENSES AS A PERCENTAGE OF GROSS PROFIT 54.2 % 62.7 %
Total revenue during the second quarter of 2021 increased by $1.14 billion (79%)
compared to the second quarter of 2020, due to a $606.6 million (80%) increase
in new vehicle revenue, a $368.7 million (82%) increase in used vehicle revenue,
a $123.2 million (73%) increase in parts and service revenue and a $40.4 million
(61%) increase in F&I, net revenue. During the three months ended June 30, 2021 ,
gross profit increased by $254.4 million (105%) driven by an $85.5 million
(222%) increase in new vehicle gross profit, a $46.4 million (125%) increase in
used vehicle gross profit, an $82.1 million (82%) increase in parts and service
gross profit and a $40.4 million (61%) increase in F&I gross profit.
Income from operations during the second quarter of 2021 increased by $136.2
million (166%) compared to the second quarter of 2020, primarily due to the
$254.4 million (105%) increase in gross profit, partially offset by a $117.5
million (77%) increase in SG&A expense, a $0.4 million (4%) increase in
depreciation and amortization expenses and a $0.3 million (23%) decrease in
other operating (income) expense, net. Total other expenses, net increased by
$0.6 million (4%), primarily due to a $2.6 million (22%) increase in other
interest expense, net partially offset by a $2.0 million (49%) decrease in floor
plan interest expense during the second quarter of 2021. As a result, income
before income taxes increased $135.6 million (205%). Overall, net income
increased by $102.5 million (207%) during the second quarter of 2021 as compared
to the second quarter of 2020.
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New Vehicle-
For the Three Months Ended June
30, Increase %
2021 2020 (Decrease) Change
(Dollars in millions, except for per vehicle data)
As Reported:
Revenue:
Luxury $ 608.2 $ 243.5 $ 364.7 150 %
Import 556.1 341.9 214.2 63 %
Domestic 204.1 176.4 27.7 16 %
Total new vehicle revenue $ 1,368.4 $ 761.8 $ 606.6 80 %
Gross profit:
Luxury $ 61.9 $ 16.8 $ 45.1 268 %
Import 44.0 12.5 31.5 252 %
Domestic 18.2 9.3 8.9 96 %
Total new vehicle gross profit $ 124.1 $ 38.6 $ 85.5 222 %
New vehicle units:
Luxury 10,085 4,359 5,726 131 %
Import 17,257 11,610 5,647 49 %
Domestic 4,383 4,091 292 7 %
Total new vehicle units 31,725 20,060 11,665 58 %
Same Store:
Revenue:
Luxury $ 381.0 $ 236.2 $ 144.8 61 %
Import 553.4 341.8 211.6 62 %
Domestic 204.1 168.8 35.3 21 %
Total new vehicle revenue $ 1,138.5 $ 746.8 $ 391.7 52 %
Gross profit:
Luxury $ 36.1 $ 16.3 $ 19.8 121 %
Import 43.9 12.4 31.5 254 %
Domestic 18.2 8.8 9.4 107 %
Total new vehicle gross profit $ 98.2 $ 37.5 $ 60.7 162 %
New vehicle units
Luxury 6,505 4,218 2,287 54 %
Import 17,205 11,610 5,595 48 %
Domestic 4,383 3,936 447 11 %
Total new vehicle units 28,093 19,764 8,329 42 %
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New Vehicle Metrics-
For the Three Months Ended June
30, Increase %
2021 2020 (Decrease) Change
As Reported:
Revenue per new vehicle sold $ 43,133 $ 37,976 $ 5,157 14 %
Gross profit per new vehicle sold $ 3,912 $ 1,924 $ 1,988 103 %
New vehicle gross margin 9.1 % 5.1 % 4.0 %
Luxury:
Gross profit per new vehicle sold $ 6,138 $ 3,854 $ 2,284 59 %
New vehicle gross margin 10.2 % 6.9 % 3.3 %
Import:
Gross profit per new vehicle sold$ 2,550 $ 1,077 $ 1,473 137 % New vehicle gross margin 7.9 % 3.7 % 4.2 %
Domestic:
Gross profit per new vehicle sold$ 4,152 $ 2,273 $ 1,879 83 % New vehicle gross margin 8.9 % 5.3 % 3.6 % Same Store: Revenue per new vehicle sold$ 40,526 $ 37,786 $ 2,740 7 % Gross profit per new vehicle sold$ 3,496 $ 1,897 $ 1,599 84 % New vehicle gross margin 8.6 % 5.0 % 3.6 % Luxury: Gross profit per new vehicle sold$ 5,550 $ 3,864 $ 1,686 44 % New vehicle gross margin 9.5 % 6.9 % 2.6 %
Import:
Gross profit per new vehicle sold$ 2,552 $ 1,068 $ 1,484 139 % New vehicle gross margin 7.9 % 3.6 % 4.3 %
Domestic:
Gross profit per new vehicle sold$ 4,152 $ 2,236 $ 1,916 86 % New vehicle gross margin 8.9 % 5.2 % 3.7 % New vehicle revenue increased by$606.6 million (80%) due to a$364.7 million (150%) increase in luxury brands revenue, a$214.2 million (63%) increase in import brands revenue and a$27.7 million (16%) increase in domestic brands revenue. Luxury brand revenue benefited from the acquisition of thePark Place Dealership group which occurred during the third quarter of 2020. The 80% increase in new vehicle revenue is the result of a 58% increase in new vehicle units sold and an increase in revenue per new vehicle sold. Same store new vehicle revenue increased by$391.7 million (52%) due to a$144.8 million (61%) increase in luxury brands revenue, a$211.6 million (62%) increase in import brands revenue and a$35.3 million (21%) increase in domestic brands revenue. These same store increases are primarily due to the negative impact of the COVID-19 pandemic on revenue for the three months endedJune 30, 2020 . New vehicle gross profit increased by$85.5 million (222%) for the three months endedJune 30, 2021 and same store new vehicle gross profit increased$60.7 million (162%) over the same period. Same store new vehicle gross profit margin for the three months endedJune 30, 2021 increased 370 basis points to 8.6%. The increase in our same store gross profit margin was primarily attributable to our efforts to focus on optimizing margin as new inventory levels declined as a result of manufacturers reducing or temporarily halting production due to the semiconductor chip shortage. We ended the quarter with approximately 17 days of supply of new vehicle inventory. Our new vehicle inventory levels have been negatively impacted by production disruptions at the manufacturers caused primarily by the semiconductor chip shortage. 31 --------------------------------------------------------------------------------
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Used Vehicle-
For the Three Months Ended June 30, Increase %
2021 2020 (Decrease) Change
(Dollars in millions, except for per vehicle data)
As Reported:
Revenue:
Used vehicle retail revenue $ 759.4 $ 412.6 $ 346.8 84 %
Used vehicle wholesale revenue 56.8 34.9 21.9 63 %
Used vehicle revenue $ 816.2 $ 447.5 $ 368.7 82 %
Gross profit:
Used vehicle retail gross profit $ 73.5 $ 31.6 $ 41.9 133 %
Used vehicle wholesale gross profit 10.0 5.5 4.5 82 %
Used vehicle gross profit $ 83.5 $ 37.1 $ 46.4 125 %
Used vehicle retail units:
Used vehicle retail units 26,856 18,400 8,456 46 %
Same Store:
Revenue:
Used vehicle retail revenue $ 615.4 $ 403.5 $ 211.9 53 %
Used vehicle wholesale revenue 32.3 34.4 (2.1) (6) %
Used vehicle revenue $ 647.7 $ 437.9 $ 209.8 48 %
Gross profit:
Used vehicle retail gross profit $ 61.3 $ 31.2 $ 30.1 96 %
Used vehicle wholesale gross profit 6.4 5.5 0.9 16 %
Used vehicle gross profit $ 67.7 $ 36.7 $ 31.0 84 %
Used vehicle retail units:
Used vehicle retail units 23,267 18,033 5,234 29 %
Used Vehicle Metrics-
For the Three Months Ended June
30, Increase %
2021 2020 (Decrease) Change
As Reported:
Revenue per used vehicle retailed $ 28,277 $ 22,424 $ 5,853 26 %
Gross profit per used vehicle retailed $ 2,737 $ 1,717 $ 1,020 59 %
Used vehicle retail gross margin 9.7 % 7.7 % 2.0 %
Same Store:
Revenue per used vehicle retailed $ 26,449 $ 22,376 $ 4,073 18 %
Gross profit per used vehicle retailed $ 2,635 $ 1,730 $ 905 52 %
Used vehicle retail gross margin 10.0 % 7.7 % 2.3 %
Used vehicle revenue increased by $368.7 million (82%) due to a $346.8 million
(84%) increase in used vehicle retail revenue and a $21.9 million (63%) increase
in used vehicle wholesale revenue. Same store used vehicle revenue increased by
$209.8 million (48%) due to a $211.9 million (53%) increase in used vehicle
retail revenue, partially offset a $2.1 million (6%) decrease in used vehicle
wholesale revenue. Total company used vehicle unit sales increased by 46% while
same store used vehicle unit sales increased by 29% during the three months
ended June 30, 2021 as compared to the three months ended June 30, 2020 .
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For the three months ended June 30, 2021 , total Company and same store used
vehicle retail gross profit margins increased by 200 basis points and 230 basis
points, respectively as compared to the same quarter in the prior year. During
the second quarter of 2021, the used vehicle market benefited from the decline
in new vehicle inventory availability. The Company's wholesale gross profit and
gross margin percentage also benefited from the recovery in the used vehicle
market which was partially driven by the demand in used vehicles due to new
vehicle supply shortages.
Our 37 days of supply of used vehicle inventory as of June 30, 2021 , is slightly
above our historic targeted range of 30 to 35 days as we have sought to increase
our used vehicle supply to counter the impact of lower new vehicle inventory
levels.
Parts and Service-
For the Three Months Ended June
30, Increase %
2021 2020 (Decrease) Change
(Dollars in millions)
As Reported:
Parts and service revenue $ 292.4 $ 169.2 $ 123.2 73 %
Parts and service gross profit:
Customer pay 106.8 53.8 53.0 99 %
Warranty 27.0 17.9 9.1 51 %
Wholesale parts 8.0 4.9 3.1 63 %Parts and service gross profit, excluding reconditioning and preparation
$ 141.8 $ 76.6 $ 65.2 85 %
Parts and service gross margin, excluding reconditioning and preparation
48.5 % 45.3 % 3.2 %
Reconditioning and preparation * $ 40.8 $ 23.9 $ 16.9 71 %
Total parts and service gross profit $ 182.6 $ 100.5 $ 82.1 82 %
Same Store:
Parts and service revenue $ 234.6 $ 166.5 $ 68.1 41 %
Parts and service gross profit:
Customer pay 84.1 52.8 31.3 59 %
Warranty 20.2 17.6 2.6 15 %
Wholesale parts 6.6 4.8 1.8 38 %Parts and service gross profit, excluding reconditioning and preparation
$ 110.9 $ 75.2 $ 35.7 47 %
Parts and service gross margin, excluding reconditioning and preparation
47.3 % 45.2 % 2.1 %
Reconditioning and preparation * $ 35.2 $ 23.6 $ 11.6 49 %
Total parts and service gross profit $ 146.1 $ 98.8 $ 47.3 48 %
* 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 in the accompanying Condensed
Consolidated Statements of Income upon the sale of the vehicle.
The $123.2 million (73%) increase in parts and service revenue was due to an
$86.7 million (76%) increase in customer pay revenue, a $21.2 million (96%)
increase in wholesale parts revenue and a $15.3 million (46%) increase in
warranty revenue. Same store parts and service revenue increased by $68.1
million (41%) to $234.6 million during the three months ended June 30, 2021 from
$166.5 million during the three months ended June 30, 2020 . The increase in same
store parts and service revenue was due to a $48.0 million (43%) increase in
customer pay revenue, a $15.8 million (72%) increase in wholesale parts revenue
and a $4.3 million (13%) increase in warranty revenue.
Parts and service gross profit, excluding reconditioning and preparation,
increased by $65.2 million (85%) to $141.8 million and same store parts and
service gross profit, excluding reconditioning and preparation, increased by
$35.7 million (47%) to $110.9 million . Our parts and service business had been
negatively impacted in the prior period by a combination of people driving fewer
miles and customer fears of being more susceptible to contracting COVID-19 in
public locations. During the three months ended June 30, 2021 , we have seen an
increase in our parts and services revenues and gross profit on a total and same
store basis. This is largely attributable to an increase in driving levels as
consumers gradually return to a pre-pandemic lifestyle. We continue to focus on
increasing our customer pay parts and service revenue over the long-term by
upgrading equipment,
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improving the customer experience, providing competitive benefits to our
technicians and capitalizing on our dealership training programs.
Finance and Insurance, net-
For the Three Months Ended
June 30, Increase %
2021 2020 (Decrease) Change
(Dollars in millions, except for per vehicle data)
As Reported:
Finance and insurance, net $ 107.0 $ 66.6 $ 40.4 61 %
Finance and insurance, net per vehicle sold $ 1,827 $ 1,732 $ 95 5 %
Same Store:
Finance and insurance, net $ 97.5 $ 65.7 $ 31.8 48 %
Finance and insurance, net per vehicle sold $ 1,898 $ 1,738 $ 160 9 %
F&I, net revenue increased by $40.4 million (61%) during the second quarter of
2021 as compared to the second quarter of 2020 and same store F&I, net revenue
increased by $31.8 million (48%) over the same period. We attribute the increase
in all stores' F&I, net revenue to a 52% increase in total retail units sold and
a 5% increase in F&I PVR.
Selling, General, and Administrative Expense-
For the Three Months Ended June 30, % of Gross
% of Gross % of Gross Increase Profit Increase
2021 Profit 2020 Profit (Decrease) (Decrease)
(Dollars in millions)
As Reported:
Personnel costs $ 132.5 26.6 % $ 71.9 29.6 % $ 60.6 (3.0) %
Sales compensation 51.7 10.4 % 24.7 10.2 % 27.0 0.2 %
Share-based compensation 3.7 0.7 % 3.1 1.3 % 0.6 (0.6) %
Outside services 26.2 5.3 % 17.1 7.0 % 9.1 (1.7) %
Advertising 8.9 1.8 % 4.2 1.7 % 4.7 0.1 %
Rent 9.1 1.8 % 5.9 2.4 % 3.2 (0.6) %
Utilities 4.5 0.9 % 3.4 1.4 % 1.1 (0.5) %
Insurance 6.1 1.2 % 4.7 1.9 % 1.4 (0.7) %
Other 27.0 5.5 % 17.2 7.2 % 9.8 (1.7) %
Selling, general, and administrative
expense $ 269.7 54.2 % $ 152.2 62.7 % $ 117.5 (8.5) %
Gross profit $ 497.2 $ 242.8
Same Store:
Personnel costs $ 110.8 27.1 % $ 70.8 29.7 % $ 40.0 (2.6) %
Sales compensation 44.4 10.8 % 24.3 10.2 % 20.1 0.6 %
Share-based compensation 3.7 0.9 % 3.1 1.3 % 0.6 (0.4) %
Outside services 21.5 5.3 % 16.7 7.0 % 4.8 (1.7) %
Advertising 7.8 1.9 % 4.0 1.7 % 3.8 0.2 %
Rent 9.0 2.2 % 5.9 2.5 % 3.1 (0.3) %
Utilities 3.7 0.9 % 3.3 1.4 % 0.4 (0.5) %
Insurance 4.8 1.2 % 4.5 1.9 % 0.3 (0.7) %
Other 21.8 5.3 % 17.2 7.1 % 4.6 (1.8) %
Selling, general, and administrative
expense $ 227.5 55.6 % $ 149.8 62.8 % $ 77.7 (7.2) %
Gross profit $ 409.5 $ 238.7
34-------------------------------------------------------------------------------- Table of Conte n t s SG&A expense as a percentage of gross profit decreased 850 basis points from 62.7% for the second quarter of 2020 to 54.2% for the second quarter of 2021. Same store SG&A expense as a percentage of gross profit decreased 720 basis points, from 62.8% for the second quarter of 2020 to 55.6% over the same period in 2021. The decrease in SG&A as a percentage of gross profit is primarily the result of certain cost cutting measures, such as advertising and travel, and higher gross profits on new and used vehicle sales. Our personnel costs decreased by 260 basis points, on a same store basis, as a percentage of gross profit in the second quarter of 2021 as compared to the same quarter in the prior year. Sales compensation as a percentage of gross profit increased on both a total and same store basis for the three months endedJune 30, 2021 as compared to the three months endedJune 30, 2020 , due to increased commission expense arising from increased profitability. Other Operating Expense (Income), net - Other operating expense (income), net includes gains and losses from the sale of property and equipment, and other operating items not considered core to our business. During the three months endedJune 30, 2021 , we recorded a gain of$0.8 million related to a real estate sale and leaseback transaction. Floor Plan Interest Expense - Floor plan interest expense decreased by$2.0 million (49%) to$2.1 million during the three months endedJune 30, 2021 as compared to$4.1 million for the three months endedJune 30, 2020 , primarily due to lower average new vehicle inventory levels and a decrease in the one month LIBOR rate from which our floor plan interest rate is calculated. Other Interest Expense, net - The$2.6 million (22%) increase in other interest expense, net is primarily the result of a higher average debt outstanding due to the$250.0 million September 2020 offering of the Senior Notes as compared to the same period in the prior year. Income Tax Expense - The$33.1 million (198%) increase in income tax expense was primarily the result of a$135.6 million (205%) increase in income before income taxes. Our effective tax rate for the three months endedJune 30, 2021 was 24.7% compared to 25.2% in the prior comparative period. We expect our effective tax rate for 2021 to be around 25%. 35 -------------------------------------------------------------------------------- Table of Conte n t s RESULTS OF OPERATIONS Six Months EndedJune 30, 2021 Compared to the Six Months EndedJune 30, 2020 For the Six Months Ended June 30, Increase % 2021 2020 (Decrease) Change (Dollars in millions, except per share data) REVENUE: New vehicle$ 2,520.1 $ 1,583.9 $ 936.2 59 % Used vehicle 1,507.1 940.7 566.4 60 % Parts and service 554.4 390.8 163.6 42 % Finance and insurance, net 195.3 137.0 58.3 43 % TOTAL REVENUE 4,776.9 3,052.4 1,724.5 56 % GROSS PROFIT: New vehicle 199.6 75.0 124.6 166 % Used vehicle 139.3 67.8 71.5 105 % Parts and service 345.7 235.4 110.3 47 % Finance and insurance, net 195.3 137.0 58.3 43 % TOTAL GROSS PROFIT 879.9 515.2 364.7 71 % OPERATING EXPENSES: Selling, general, and administrative 509.5 346.9 162.6 47 % Depreciation and amortization 19.9 19.2 0.7 4 % Franchise rights impairment - 23.0 (23.0) (100) % Other operating (income) expense, net (4.2) 8.9 (13.1) (147) % INCOME FROM OPERATIONS 354.7 117.2 237.5 203 % OTHER EXPENSES (INCOME): Floor plan interest expense 5.0 11.1 (6.1) (55) % Other interest expense, net 28.4 28.8 (0.4) (1) % Loss on extinguishment of long-term debt - 20.6 (20.6) (100) % Gain on dealership divestitures, net - (33.7) 33.7 100 % Total other expenses, net 33.4 26.8 6.6 25 % INCOME BEFORE INCOME TAXES 321.3 90.4 230.9 255 % Income tax expense 76.4 21.3 55.1 259 % NET INCOME$ 244.9 $ 69.1 $ 175.8 254 % Net income per share-Diluted$ 12.56 $ 3.58 $ 8.98 251 % 36
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Table of Conte n t s
For the Six Months Ended June 30,
2021 2020
REVENUE MIX PERCENTAGES:
New vehicle 52.8 % 51.9 %
Used vehicle retail 28.6 % 28.1 %
Used vehicle wholesale 2.9 % 2.7 %
Parts and service 11.6 % 12.8 %
Finance and insurance, net 4.1 % 4.5 %
Total revenue 100.0 % 100.0 %
GROSS PROFIT MIX PERCENTAGES:
New vehicle 22.7 % 14.6 %
Used vehicle retail 13.7 % 12.1 %
Used vehicle wholesale 2.1 % 1.0 %
Parts and service 39.3 % 45.7 %
Finance and insurance, net 22.2 % 26.6 %
Total gross profit 100.0 % 100.0 %
GROSS PROFIT MARGIN 18.4 % 16.9 %
SG&A EXPENSES AS A PERCENTAGE OF GROSS PROFIT 57.9 % 67.3 %
Total revenue for the six months ended June 30, 2021 increased by $1.72 billion
(56%) compared to the six months ended June 30, 2020 , due to a $936.2 million
(59%) increase in new vehicle revenue, a $566.4 million (60%) increase in used
vehicle revenue, a $163.6 million (42%) increase in parts and service revenue
and a $58.3 million (43%) increase in F&I, net revenue. The $364.7 million (71%)
increase in gross profit during the six months ended June 30, 2021 was driven by
a $124.6 million (166%) increase in new vehicle gross profit, a $110.3 million
(47%) increase in parts and service gross profit, a $71.5 million (105%)
increase in used vehicle gross profit and a $58.3 million (43%) increase in F&I,
net gross profit.
Income from operations during the six months ended June 30, 2021 increased by
$237.5 million compared to the six months ended June 30, 2020 , due to the $364.7
million (71%) increase in gross profit, a $23.0 million franchise right
impairment charge for the three months ended March 31, 2020 , a $13.1 million
(147%) decrease in other operating expense, net, partially offset by a $162.6
million (47%) increase in SG&A expenses and a $0.7 million (4%) increase in
depreciation and amortization expense.
Total other expenses, net increased by $6.6 million (25%), primarily as a result
of a $33.7 million decrease in the gain on dealership divestitures, net during
the first six months of 2021 when compared to the first six months of 2020,
partially offset by a $6.1 million (55%) decrease in floor plan interest
expense, no loss on extinguishment of debt and a $0.4 million (1%) decrease in
other interest expense, net. Income before income taxes increased $230.9 million
to $321.3 million for the six months ended June 30, 2021 . Overall, net income
increased by $175.8 million (254%) during the six months ended June 30, 2021 as
compared to the six months ended June 30, 2020 .
37--------------------------------------------------------------------------------
Table of Conte n t s
New Vehicle-
For the Six Months Ended June
30, Increase %
2021 2020 (Decrease) Change
(Dollars in millions, except for per vehicle data)
As Reported:
Revenue:
Luxury $ 1,126.2 $ 520.0 $ 606.2 117 %
Import 995.6 700.1 295.5 42 %
Domestic 398.3 363.8 34.5 9 %
Total new vehicle revenue $ 2,520.1 $ 1,583.9 $ 936.2 59 %
Gross profit:
Luxury $ 106.6 $ 33.7 $ 72.9 216 %
Import 62.1 23.2 38.9 168 %
Domestic 30.9 18.1 12.8 71 %
Total new vehicle gross profit $ 199.6 $ 75.0 $ 124.6 166 %
New vehicle units:
Luxury 18,596 9,351 9,245 99 %
Import 31,634 24,068 7,566 31 %
Domestic 8,754 8,618 136 2 %
Total new vehicle units 58,984 42,037 16,947 40 %
Same Store:
Revenue:
Luxury $ 703.2 $ 503.5 $ 199.7 40 %
Import 991.5 684.2 307.3 45 %
Domestic 393.6 340.2 53.4 16 %
Total new vehicle revenue $ 2,088.3 $ 1,527.9 $ 560.4 37 %
Gross profit:
Luxury $ 60.7 $ 32.5 $ 28.2 87 %
Import 62.0 22.8 39.2 172 %
Domestic 30.6 16.9 13.7 81 %
Total new vehicle gross profit $ 153.3 $ 72.2 $ 81.1 112 %
New vehicle units:
Luxury 12,031 9,038 2,993 33 %
Import 31,556 23,565 7,991 34 %
Domestic 8,653 8,094 559 7 %
Total new vehicle units 52,240 40,697 11,543 28 %
38
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Table of Conte n t s
New Vehicle Metrics-
For the Six Months Ended June
30, Increase %
2021 2020 (Decrease) Change
As Reported:
Revenue per new vehicle sold $ 42,725 $ 37,679 $ 5,046 13 %
Gross profit per new vehicle sold $ 3,384 $ 1,784 $ 1,600 90 %
New vehicle gross margin 7.9 % 4.7 % 3.2 %
Luxury:
Gross profit per new vehicle sold $ 5,732 $ 3,604 $ 2,128 59 %
New vehicle gross margin 9.5 % 6.5 % 3.0 %
Import:
Gross profit per new vehicle sold$ 1,963 $ 964 $ 999 104 % New vehicle gross margin 6.2 % 3.3 % 2.9 %
Domestic:
Gross profit per new vehicle sold$ 3,530 $ 2,100 $ 1,430 68 % New vehicle gross margin 7.8 % 5.0 % 2.8 % Same Store: Revenue per new vehicle sold$ 39,975 $ 37,543 $ 2,432 6 % Gross profit per new vehicle sold$ 2,935 $ 1,774 $ 1,161 65 % New vehicle gross margin 7.3 % 4.7 % 2.6 % Luxury: Gross profit per new vehicle sold$ 5,045 $ 3,596 $ 1,449 40 % New vehicle gross margin 8.6 % 6.5 % 2.1 %
Import:
Gross profit per new vehicle sold$ 1,965 $ 968 $ 997 103 % New vehicle gross margin 6.3 % 3.3 % 3.0 %
Domestic:
Gross profit per new vehicle sold$ 3,536 $ 2,088 $ 1,448 69 % New vehicle gross margin 7.8 % 5.0 % 2.8 % For the six months endedJune 30, 2021 , new vehicle revenue increased by$936.2 million (59%) as a result of a 40% increase in new vehicle units sold, as well as an increase in revenue per new vehicle sold. For the six months endedJune 30, 2021 , same store new vehicle revenue increased by$560.4 million (37%) as the result of a 28% increase in new vehicle units sold, and as well as an increase in revenue per unit sold. For the six months endedJune 30, 2021 , new vehicle gross profit and same store new vehicle gross profit increased by$124.6 million (166%) and$81.1 million (112%), respectively. Same store new vehicle gross margin for the six months endedJune 30, 2021 improved 260 basis points to 7.3%. The seasonally adjusted annual rate ("SAAR") of new vehicle sales in theU.S. during the six months endedJune 30, 2021 was 17.0 million compared to 13.3 million during the six months endedJune 30, 2020 , a 28% increase. The Company experienced continued strength in new vehicle sales for the six months endedJune 30, 2021 , building on the new vehicle sales recovery in the latter part of 2020. The increase in new vehicle sales revenue for the six months endedJune 30, 2021 over the same period in the prior year is also attributable to the acquisition of the Park Place Dealership group inAugust 2020 and the significant decline in new vehicle sales duringApril 2020 as a result of the COVID-19 pandemic. On a same store basis, we experienced an increase in gross profit across all three categories of new vehicle sales driven by the increase in volume and gross profit per new vehicle sold. The increased profitability is partly attributable to the lack of supply of new vehicle inventory driven by the manufacturer production challenges arising from semiconductor chip shortages. Due to the reduced supply of new vehicles by manufacturers, new vehicle days supply of inventory was approximately 17 days for the six months endedJune 30 , 39 -------------------------------------------------------------------------------- Table of Conte n t s 2021, which is well below our targeted days supply. Luxury new vehicle sales and gross profit increased on an as reported basis by$606.2 million (117%) and$72.9 million (216%), respectively, for the six months endedJune 30, 2021 as compared to the six months endedJune 30, 2020 in part due to thePark Place acquisition which occurred in the third quarter of 2020. On a same store basis, we saw an improvement in gross profit margin across all categories of revenue in the second quarter of 2021 as compared to the second quarter of 2020, due to the low supply of new vehicle inventory which coupled with the demand for new vehicles, resulted in improved gross profit margins across all new vehicle categories. Used Vehicle- For the Six Months Ended June 30, Increase % 2021 2020 (Decrease) Change (Dollars in millions, except for per vehicle data) As Reported: Revenue: Used vehicle retail revenue $ 1,366.9$ 858.6 $ 508.3 59 % Used vehicle wholesale revenue 140.2 82.1 58.1 71 % Used vehicle revenue $ 1,507.1$ 940.7 $ 566.4 60 % Gross profit: Used vehicle retail gross profit $ 121.0$ 62.8 $ 58.2 93 % Used vehicle wholesale gross profit 18.3 5.0 13.3 266 % Used vehicle gross profit $ 139.3$ 67.8 $ 71.5 105 % Used vehicle retail units: Used vehicle retail units 50,375 38,687 11,688 30 % Same Store: Revenue: Used vehicle retail revenue $ 1,115.2$ 820.4 $ 294.8 36 % Used vehicle wholesale revenue 89.6 79.2 10.4 13 % Used vehicle revenue $ 1,204.8$ 899.6 $ 305.2 34 % Gross profit: Used vehicle retail gross profit $ 101.3$ 60.8 $ 40.5 67 % Used vehicle wholesale gross profit 12.8 5.1 7.7 151 % Used vehicle gross profit $ 114.1$ 65.9 $ 48.2 73 % Used vehicle retail units: Used vehicle retail units 44,007 37,012 6,995 19 % Used Vehicle Metrics- For the Six Months Ended June 30, Increase % 2021 2020 (Decrease) Change As Reported: Revenue per used vehicle retailed$ 27,134 $ 22,194 $ 4,940 22 % Gross profit per used vehicle retailed$ 2,402 $ 1,623 $ 779 48 % Used vehicle retail gross margin 8.9 % 7.3 % 1.6 % Same Store: Revenue per used vehicle retailed$ 25,341 $ 22,166 $ 3,175 14 % Gross profit per used vehicle retailed$ 2,302 $ 1,643 $ 659 40 % Used vehicle retail gross margin 9.1 % 7.4 % 1.7 % 40 -------------------------------------------------------------------------------- Table of Conte n t s Used vehicle revenue increased by$566.4 million (60%) due to a$508.3 million (59%) increase in used vehicle retail revenue, and a$58.1 million (71%) increase in used vehicle wholesale revenue. Same store used vehicle revenue increased by$305.2 million (34%) due to a$294.8 million (36%) increase in used vehicle retail revenue, and a$10.4 million (13%) increase in used vehicle wholesale revenues. For the six months endedJune 30, 2021 , gross profit margins increased by 160 basis points to 8.9%. Due to the new vehicle inventory shortages that have arisen due to manufacturer challenges, we continue to see an increased demand for used vehicles. As a result, on both a same store and as reported basis, we experienced a significant improvement in used vehicle gross profit margins during the six months endedJune 30, 2021 as compared to the same period in the prior year. Used vehicle gross profit margins increased for the six months endedJune 30, 2021 by$71.5 million (105%) on an all store basis and$48.2 million (73%) on a same store basis as compared to the six months endedJune 30, 2020 . We finished the first quarter with a 37 days supply of used vehicle inventory, slightly above our historic targeted supply of 30 to 35 days. The increase in the days supply of used inventory was driven by the new vehicle inventory shortages which has helped drive demand for used vehicle sales. Parts and Service- For the Six Months Ended June 30, Increase % 2021 2020 (Decrease) Change (Dollars in millions) As Reported: Parts and service revenue$ 554.4 $ 390.8 $ 163.6 42 % Parts and service gross profit: Customer pay 203.9 131.8 72.1 55 % Warranty 51.1 40.1 11.0 27 % Wholesale parts 15.0 9.9 5.1 52 %
Parts and service gross profit, excluding reconditioning and preparation
$ 270.0 $ 181.8 $ 88.2 49 %
Parts and service gross margin, excluding reconditioning and preparation
48.7 % 46.5 % 2.2 %
Reconditioning and preparation * $ 75.7 $ 53.6 $ 22.1 41 %
Total parts and service gross profit $ 345.7 $ 235.4 $ 110.3 47 %
Same Store:
Parts and service revenue $ 446.7 $ 377.6 $ 69.1 18 %
Parts and service gross profit:
Customer pay 161.1 127.6 33.5 26 %
Warranty 38.5 38.7 (0.2) (1) %
Wholesale parts 12.5 9.5 3.0 32 %Parts and service gross profit, excluding reconditioning and preparation
$ 212.1 $ 175.8 $ 36.3 21 %
Parts and service gross margin, excluding reconditioning and preparation
47.5 % 46.6 % 0.9 %
Reconditioning and preparation * $ 65.1 $ 51.6 $ 13.5 26 %
Total parts and service gross profit $ 277.2 $ 227.4 $ 49.8 22 %
* Reconditioning and preparation represents the gross profit earned by our parts
and service departments for internal work performed is included as a reduction
of Parts and Service Cost of Sales in the accompanying Condensed Consolidated
Statements of Income upon the sale of the vehicle.
The $163.6 million (42%) increase in parts and service revenue was primarily due
to a $120.4 million (46%) increase in customer pay revenue, a $25.9 million
(47%) increase in wholesale parts revenue and a $17.3 million (23%) increase in
warranty revenue. Same store parts and service revenue increased by $69.1
million (18%) from $377.6 million for the six months ended June 30, 2020 to
$446.7 million for the six months ended June 30, 2021 . The increase in same
store parts and service revenue was due to a $52.4 million (21%) increase in
customer pay revenue, a $17.8 million (34%) increase in wholesale parts revenue
partially offset by a $1.1 million (2%) decrease in warranty revenue.
Parts and service gross profit, excluding reconditioning and preparation,
increased by $88.2 million (49%) to $270.0 million , and same store gross profit,
excluding reconditioning and preparation, increased by $36.3 million (21%) to
$212.1 million . The parts and service business was negatively impacted by
"shelter in place" orders issued in response to the COVID-19 pandemic
41
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Table of Conte n t s
in 2020 but has shown improvement as COVID-19 restrictions have eased and in
conjunction with the COVID-19 vaccination rollout.
Finance and Insurance, net-
For the Six Months Ended June
30, Increase %
2021 2020 (Decrease) Change
(Dollars in millions, except for per vehicle data)
As Reported:
Finance and insurance, net $ 195.3 $ 137.0 $ 58.3 43 %
Finance and insurance, net per vehicle sold $ 1,786 $ 1,697 $ 89 5 %
Same Store:
Finance and insurance, net $ 178.2 $ 132.9 $ 45.3 34 %
Finance and insurance, net per vehicle sold $ 1,851 $ 1,710 $ 141 8 %
F&I revenue, net increased $58.3 million (43%) during the six months ended
June 30, 2021 when compared to the six months ended June 30, 2020 , and same
store F&I revenue, net increased by $45.3 million (34%) over the same period.
F&I revenue, net increased as a result of the increase in new and used retail
unit sales for the six months ended June 30, 2021 as compared to the six months
ended June 30, 2020 . For the six months ended June 30, 2021 , the Company was
able to improve the F&I PVR by $89 per unit (5%) over the comparable prior year
period.
42
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Table of Conte n t s
Selling, General, and Administrative Expense-
For the Six Months Ended June 30, % of Gross
% of Gross % of Gross Increase Profit Increase
2021 Profit 2020 Profit (Decrease) (Decrease)
(Dollars in millions)
As Reported:
Personnel costs $ 249.7 28.4 % $ 166.7 32.4 % $ 83.0 (4.0) %
Sales compensation 89.0 10.1 % 52.2 10.1 % 36.8 - %
Share-based compensation 8.3 0.9 % 6.7 1.3 % 1.6 (0.4) %
Outside services 50.2 5.7 % 38.4 7.5 % 11.8 (1.8) %
Advertising 16.5 1.9 % 11.6 2.3 % 4.9 (0.4) %
Rent 20.3 2.3 % 12.7 2.5 % 7.6 (0.2) %
Utilities 8.8 1.0 % 7.4 1.4 % 1.4 (0.4) %
Insurance 13.4 1.5 % 8.8 1.7 % 4.6 (0.2) %
Other 53.3 6.1 % 42.4 8.1 % 10.9 (2.0) %
Selling, general, and administrative
expense $ 509.5 57.9 % $ 346.9 67.3 % $ 162.6 (9.4) %
Gross profit $ 879.9 $ 515.2
Same Store:
Personnel costs $ 206.6 28.6 % $ 161.1 32.3 % $ 45.5 (3.7) %
Sales compensation 76.5 10.6 % 50.2 10.1 % 26.3 0.5 %
Share-based compensation 8.3 1.1 % 6.7 1.3 % 1.6 (0.2) %
Outside services 41.1 5.7 % 36.9 7.4 % 4.2 (1.7) %
Advertising 14.1 2.0 % 10.7 2.1 % 3.4 (0.1) %
Rent 20.0 2.8 % 12.6 2.5 % 7.4 0.3 %
Utilities 7.2 1.0 % 7.1 1.4 % 0.1 (0.4) %
Insurance 10.8 1.5 % 8.1 1.6 % 2.7 (0.1) %
Other $ 42.5 5.8 % $ 41.5 8.5 % 1.0 (2.7) %
Selling, general, and administrative
expense $ 427.1 59.1 % $ 334.9 67.2 % $ 92.2 (8.1) %
Gross profit $ 722.8 $ 498.4
SG&A expense as a percentage of gross profit decreased 940 basis points from
67.3% for the six months ended June 30, 2020 to 57.9% for the six months ended
June 30, 2021 while same store SG&A expense as a percentage of gross profit
decreased 810 basis points to 59.1% over that same period. The decrease in SG&A
as a percentage of gross profit during the six months ended June 30, 2021 , is
primarily the result of higher sales volume and gross profits on new and used
vehicle sales. On an as-reported basis, Personnel costs and Sales compensation
increased by $83.0 million and $36.8 million , respectively, for the six months
ended June 30, 2021 as compared to the six months ended June 30, 2020 , primarily
due to the Park Place acquisition and an increase in sales commissions related
to the increase in gross profits earned during the periods. In addition, the
Company made the decision to continue to pay its employees when certain of our
stores were closed in February 2021 as a result of weather-related disruptions.
Rent increased from $12.7 million to $20.3 million for the six months ended June
30, 2021 as compared to the same period in the prior year due to real estate
operating leases entered into related to Park Place dealership locations.
Lastly, insurance expenses increased by $4.6 million for the six months ended
June 30, 2021 as compared to the six months ended June 30, 2020 due to increased
insurance premiums stemming from the Park Place acquisition and claims
associated with certain weather-related events.
Franchise Rights Impairment-
During the six months ended June 30, 2020 , we recorded a franchise rights
impairment charge of $23.0 million . As a result of the COVID-19 pandemic, we
performed a quantitative impairment analysis of certain franchise rights assets
and determined that their carrying values exceeded their fair value by $23.0
million as of March 31, 2020 . We did not perform impairment testing related to
franchise rights for the six months ended June 30, 2021 as no triggering events
had occurred.
43-------------------------------------------------------------------------------- Table of Conte n t s Other Operating Expense, net- Other operating expense, net includes gains and losses from the sale of property and equipment, and other operating items not considered core to our business. During the six months endedJune 30, 2021 , the Company recorded other operating income, net of$4.2 million , primarily related to a$3.5 million gain arising from legal settlements and a$1.9 million gain on divestitures of certain real estate, partially offset by$1.3 million of real estate related charges. Included in the$8.9 million of other operating expense, net for the six months endedJune 30, 2020 , was an$11.6 million charge related to certain financing transactions related to, as well as the termination of, thePark Place acquisition, 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. Floor Plan Interest Expense- Floor plan interest expense decreased by$6.1 million (55%) to$5.0 million during the six months endedJune 30, 2021 compared to$11.1 million during the six months endedJune 30, 2020 primarily as a result of lower new vehicle inventory levels and a decrease in 30-day LIBOR from which our floor plan interest rate is calculated. Loss on Extinguishment of Debt- OnMarch 4, 2020 , the Company redeemed its$600 million 6% Notes scheduled to mature in 2024 at 103% of par, plus accrued and unpaid interest. We recorded a loss on extinguishment of the 6% Notes of$19.1 million which comprised a redemption premium of$18.0 million and the write-off of the unamortized premium and debt issuance costs totaling$1.1 million , net. As a result of the termination of the Asset Purchase Agreement (the "2019 Asset Purchase Agreement"), dated as ofDecember 11, 2019 , among the Company,Park Place and the other parties thereto, 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 "Existing 2028 Notes") and$600.0 million aggregate principal amount of Senior Notes due 2030 (the "Existing 2030 Notes") pursuant to which it would redeem on a pro rata basis (1)$245.0 million of the Existing 2028 Notes and (2)$280.0 million of the Existing 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. OnMarch 30, 2020 , the Company completed the redemption and recorded a write-off of unamortized debt issuance costs of$1.5 million . Gain on Dealership Divestitures, net- During the six months endedJune 30, 2020 , we sold one franchise (one dealership location) in theAtlanta, Georgia market and we sold six franchises (five dealership locations) and one collision center in theJackson, Mississippi market. The Company recorded a net pre-tax gain totaling$33.7 million . Income Tax Expense- The$55.1 million increase in income tax expense was primarily the result of a$230.9 million increase in income before income taxes. Our effective tax rate for the six months endedJune 30, 2021 was 23.8% and 23.6% in the prior comparative period as a result of excess tax benefits associated with share-based compensation vesting. LIQUIDITY AND CAPITAL RESOURCES As ofJune 30, 2021 , we had total available liquidity of$576.5 million , which consisted of$102.3 million of cash and cash equivalents,$75.0 million of available funds in our floor plan offset accounts,$190.0 million availability under our new vehicle floor plan facility that is able to be converted to our revolving credit facility,$49.2 million of availability under our revolving credit facility, and$160.0 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 customary operating and other restrictive covenants. As ofJune 30, 2021 , these covenants did not further limit our availability under our credit facilities. For more information on our covenants, see "Covenants" and "Share Repurchases and Dividend Restrictions" below. We continually evaluate our liquidity and capital resources based upon (i) our cash and cash equivalents on hand, (ii) the funds that we expect to generate through future operations, (iii) current and expected borrowing availability under our 2019 Senior Credit Facility, our other floor plan facilities, our Real Estate Credit Agreement, our Restated Master Loan Agreement, and our mortgage financings (each, as defined below), (iv) amounts in our new vehicle floor plan notes payable offset accounts, and (v) the potential impact of our capital allocation strategy and any contemplated or pending future transactions, including, but not limited to, financings, acquisitions, dispositions, equity and/or debt repurchases, dividends, or other capital expenditures. We believe we will have sufficient liquidity to meet our debt service and working capital requirements; 44 -------------------------------------------------------------------------------- Table of Conte n t s commitments and contingencies; debt repayment, maturity and repurchase obligations; acquisitions; capital expenditures; and any operating requirements for at least the next twelve months. 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, please refer to Note 13 "Debt" in our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2020 . •2019 Senior Credit Facility-OnSeptember 25, 2019 , the Company and certain of its subsidiaries entered into the third amended and restated credit agreement withBank 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. As described below, as ofJune 30, 2021 , 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. In addition, we had$10.8 million in outstanding letters of credit as ofJune 30, 2021 , resulting in$49.2 million of borrowing availability as ofJune 30, 2021 . 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. As a result of the use of our floor plan offset account and the reduction in LIBOR rates, we experienced a reduction in Floor Plan Interest Expense on our Condensed Consolidated Statements of Income. As ofJune 30, 2021 , we had$229.4 million outstanding under the New Vehicle Floor Plan Facility, which included$1.8 million classified as Liabilities associated with assets held for sale on our Condensed Consolidated Balance Sheet and is net of$75.0 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. We began the year with nothing drawn on our used vehicle floor plan facility and there was no activity during the six months endedJune 30, 2021 . Our borrowing capacity under the Used Vehicle Floor Plan Facility was$160.0 million based on our borrowing base calculation as ofJune 30, 2021 . 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. 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. The maximum amount we are allowed to re-designate is determined based on aggregate commitments under the Revolving Credit Facility, less$50.0 million . 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. OnApril 6, 2021 ,$190.0 million of our availability under the Revolving Credit Facility was re-designated to the New Vehicle Floor Plan Facility to take advantage of lower commitment fee rates. 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. The Base Rate is the highest of (i) the Federal Funds Rate plus 0.50%, (ii) theBank of America prime rate, and (iii) one month LIBOR plus 1.00%. Applicable Rate means with respect to the Revolving Credit Facility, a range from 1.00% to 2.00% for LIBOR loans and 0.15% to 1.00% for Base Rate loans, in each case based on the Company's consolidated total lease adjusted leverage ratio. Borrowings under the New Vehicle Floorplan Facility bear interest, at our option, based on LIBOR plus 1.10% or the Base Rate plus 0.10%. Borrowings under the Used Vehicle Floorplan Facility bear interest, at our option, based on LIBOR plus 1.40% or the Base Rate plus 0.40%. In addition to the payment of interest on borrowings outstanding under the 2019 Senior Credit Facility, we are required to pay a quarterly commitment fee on total unused commitments thereunder. 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 45 -------------------------------------------------------------------------------- Table of Conte n t s 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. •Manufacturer affiliated new vehicle floor plan and other financing facilities-We have a floor plan facility with theFord Motor Credit Company ("Ford Credit") to purchase newFord andLincoln vehicle inventory. Our floor plan facility with Ford Credit was amended inJuly 2020 and can be terminated by either the Company or Ford Credit with a 30-day notice period. We have also established a floor plan offset account with Ford Credit, which operates in a similar manner to our floor plan offset account withBank of America . As ofJune 30, 2021 , we had$13.9 million outstanding with Ford Credit. Additionally, we had$131.2 million outstanding under our 2019 Senior Credit Facility and facilities with certain manufacturers for the financing of loaner vehicles, which are presented within Accounts payable and accrued liabilities in our Condensed Consolidated Balance Sheets. Neither our floor plan facility withFord Credit nor our facilities for loaner vehicles have stated borrowing limitations. •The New Senior Notes-OnFebruary 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 Existing 2028 Notes and Existing 2030 Notes mature onMarch 1, 2028 andMarch 1, 2030 , respectively. OnMarch 24, 2020 , the Company delivered notice to the sellers terminating the 2019 Asset Purchase Agreement and the Real Estate Purchase Agreement. As a result, the Company redeemed$245.0 million aggregate principal million of the Existing 2028 Notes and$280.0 million aggregate principal amount of the Existing 2030 Notes pursuant to the Special Mandatory Redemption. InSeptember 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 Existing 2028 Notes at a price of 101.00% of par, plus accrued interest fromSeptember 1, 2020 , and$125.0 million aggregate principal amount of additional Existing 2030 Notes (together with the additional 2028 Notes, the "Additional Notes") at a price of 101.75% of par, plus accrued interest fromSeptember 1, 2020 . •Mortgage notes-As ofJune 30, 2021 , we had$76.6 million of mortgage note obligations which included$2.3 million classified as Liabilities associated with assets held for sale. These obligations are collateralized by the associated real estate at our dealership locations. •2013 BofA Real Estate Facility-OnSeptember 26, 2013 , we entered into a real estate term loan credit agreement (the "2013 BofA Real Estate Credit Agreement") withBank of America, N.A . ("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"). As ofJune 30, 2021 , we had$32.3 million of outstanding borrowings under the 2013 BofA Real Estate Facility. There is no further borrowing availability under this agreement. •2015 Wells Fargo Master Loan Facility-OnFebruary 3, 2015 , certain of our subsidiaries entered into an amended and restated master loan agreement (the "2015 Wells Fargo Master Loan Agreement") withWells 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 FargoMaster Loan Agreement in an aggregate amount not to exceed$100.0 million (the "2015 Wells Fargo Master Loan Facility"). Borrowings under the 2015 Wells FargoMaster Loan Facility are guaranteed by us and are collateralized by the real property financed under the 2015 Wells Fargo Master Loan Facility. As ofJune 30, 2021 , the outstanding balance under this agreement was$55.8 million . There is no further borrowing availability under this agreement. •2018Bank 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") withBank 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 "2018BofA Real Estate Facility"). Our right to make draws under the 2018BofA Real Estate Facility terminated onNovember 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. As ofJune 30, 2021 , we had$81.5 million of outstanding borrowings under the 2018Bank of America Facility . •2018 Wells Fargo Master Loan Facility-OnNovember 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"). As ofJune 30, 2021 , 46 -------------------------------------------------------------------------------- Table of Conte n t s we had$84.4 million , outstanding borrowings under the 2018 Wells Fargo Master Loan Facility. There is no further borrowing availability under this agreement. •2021 BofA Real Estate Facility-OnMay 20, 2021 , the Company and certain of its subsidiaries borrowed$184.4 million under a real estate term loan credit agreement, dated as ofMay 10, 2021 (the "2021 BofA Real Estate Credit Agreement"), by the Company and certain of its subsidiaries,Bank of America, N.A ., as administrative agent and the various financial institutions party thereto, as lenders, which provides for term loans in an aggregate amount equal to$184.4 million , subject to customary terms and conditions (the "2021BofA Real Estate Facility"). The Company used the proceeds from these borrowings to finance the exercise of its option to purchase certain of the leased real property related to thePark Place dealerships. The Company completed the purchase of the leased real property onMay 20, 2021 . Term loans under our 2021 BofA Real Estate Facility bear interest, at our option, based on (1) LIBOR plus 1.65% per annum or (2) the Base Rate (as described below) plus 0.65% per annum. The Base Rate is the highest of (i) the Federal Funds rate plus 0.50%, (ii) theBank of America prime rate, and (iii) one month LIBOR plus 1.0%. We will be required to make 39 consecutive quarterly principal payments of 1.00% of the initial amount of each loan, with a balloon repayment of the outstanding principal amount of loans due on the maturity date. The 2021 BofA Real Estate Facility matures ten years from the initial funding date. Borrowings under the 2021 BofA Real Estate Facility are guaranteed by us and each of our operating dealership subsidiaries that leased the real estate now financed under the 2021 BofA Real Estate Facility, and are collateralized by first priority liens, subject to certain permitted exceptions, on all of the real property financed thereunder. The representations and covenants in the 2021 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 2021 BofA Real Estate Credit Agreement. In addition, certain other covenants could restrict our ability to incur additional debt, pay dividends or acquire or dispose of assets. The 2021 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. Upon the occurrence of an event of default, we could be required by the 2021 BofA Real Estate Credit Agreement to immediately repay all amounts outstanding thereunder. Covenants We are subject to a number of customary operating and other restrictive covenants in our various debt and lease agreements. We were in compliance with all of our covenants as ofJune 30, 2021 . Share Repurchases and Dividend Restrictions Our ability to repurchase shares or pay dividends on our common stock is subject to our compliance with the covenants and restrictions in our various debt and lease agreements. Our 2019 Senior Credit Facility and our Indentures permit us to make an unlimited amount of restricted payments, such as share repurchases or dividends, so long as our Consolidated Total Leverage Ratio, as defined in those agreements, does not exceed 3.0 to 1.0 on a pro forma basis after giving effect to any proposed payments. As ofJune 30, 2021 , our Consolidated Total Leverage Ratio did not exceed 3.0 to 1.0. OnJanuary 27, 2021 , the Board of Directors increased the Company's share repurchase authorization under our current share repurchase program (the "Repurchase Program") by$33.7 million to$100 million , for the repurchase of our common stock in open market transactions or privately negotiated transactions from time to time. The extent to which 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. The repurchase program may be modified, suspended or terminated at any time without prior notice. During the six months endedJune 30, 2021 , we did not repurchase any shares of our common stock under the Repurchase Program and had remaining authorization to repurchase$100.0 million in shares of our common stock under the Repurchase Program. During the three and six months endedJune 30, 2021 , we repurchased 3,134 and 65,027 shares, of our common stock for$0.6 million and$10.2 million , respectively, from employees in connection with a net share settlement feature of employee equity-based awards. 47 -------------------------------------------------------------------------------- Table of Conte n t s Cash Flows 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 in the accompanying Condensed Consolidated Statements of Cash Flows, with borrowings reflected separately from repayments. 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 in the accompanying Condensed Consolidated Statements of Cash Flows. 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 Condensed Consolidated Statements of Cash Flows. Cash flows related to floor plan notes payable included in operating activities differ from cash flows related to floor plan notes payable included in financing activities only to the extent that the former are payable to a lender affiliated with the manufacturer from which we purchased the related inventory, while the latter are payable to a lender not affiliated with the manufacturer from which we purchased the related inventory. 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 newFord andLincoln vehicles. Floor plan borrowings are required by all vehicle manufacturers for the purchase of new vehicles, and all floor plan lenders require amounts borrowed for the purchase of a vehicle to be repaid within a short time period after the related vehicle is sold. As a result, we believe that it is important to understand the relationship between the cash flows of all of our floor plan notes payable and new vehicle inventory in order to understand our working capital and operating cash flow and to be able to compare our operating cash flow to that of our competitors (i.e., if our competitors have a different mix of trade and non-trade floor plan financing as compared to us). In addition, we include all floor plan borrowings and repayments in our internal operating cash flow forecasts. As a result, we use the non-GAAP measure "cash provided by operating activities, as adjusted" (defined below) to compare our results to forecasts. We believe that splitting the cash flows of floor plan notes payable between operating activities and financing activities, while all new vehicle inventory activity is included in operating activities, results in significantly different operating cash flow than if all the cash flows of floor plan notes payable were classified together in operating activities. 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. 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.
For the Six Months Ended June
30,
2021 2020
(In millions)
Reconciliation of Cash provided by operating activities to Cash provided by
operating activities, as adjusted
Cash provided by operating activities, as reported $ 587.3 $ 554.6
New vehicle floor plan repayments -non-trade, net (407.9) (299.2)
Cash provided by operating activities, as adjusted Operating Activities- Net cash provided by operating activities totaled$587.3 million and$554.6 million , for the six months endedJune 30, 2021 and 2020, respectively. Net cash provided by operating activities, as adjusted, totaled$179.4 million and$255.4 million for the six months endedJune 30, 2021 and 2020, respectively. The$76.0 million decrease in our net cash provided by operating activities, as adjusted, for the six months endedJune 30, 2021 compared to the six months endedJune 30, 2020 was primarily the result of a$70.2 million decrease related to the lower balances of accounts receivable and contracts-in-transit around the period end, a$121.6 million decrease related to the change 48 -------------------------------------------------------------------------------- Table of Conte n t s in inventory, net of floor plan, a$59.8 million decrease in other current assets offset by an increase in accounts payable and other current liabilities of$18.6 million and a decrease in non-cash reconciling adjustments to net income of$4.9 million . Investing Activities- Net cash used in investing activities totaled$228.8 million for the six months endedJune 30, 2021 compared to cash provided by investing activities of$36.1 million , for the six months endedJune 30, 2020 . Capital expenditures, excluding the purchase of real estate, were$26.7 million and$18.2 million for the six months endedJune 30, 2021 and 2020, respectively. We expect that capital expenditures for 2021 will total approximately$55.7 million to upgrade or replace our existing facilities, construct new facilities, expand our service capacity, and invest in technology and equipment. During the six months endedJune 30, 2021 , we released$1.0 million of purchase price holdbacks related to a prior year acquisition. During the six months endedJune 30, 2020 , we acquired the assets of three franchises (one dealership location) in theDenver, Colorado market for a purchase price of$63.6 million . We funded this acquisition 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. In the aggregate, this acquisition included purchase price holdbacks of$2.0 million for potential indemnity claims made by us with respect to the acquired franchises. In addition to the acquisition amounts above, we released$1.5 million of purchase price holdbacks related to a prior year acquisition. During the six months endedJune 30, 2021 , we received cash proceeds of$21.5 million from the sale of real estate properties. During the six months endedJune 30, 2020 , we sold one franchise (one dealership location) in theAtlanta, Georgia market, six franchises (five dealership locations) and one collision center in theJackson, Mississippi market for an aggregate purchase price of$115.5 million . In addition, during the six months endedJune 30, 2020 , we received cash proceeds of$4.2 million from the sale of vacant properties. During the six months endedJune 30, 2021 and 2020, purchases of real estate, including previously leased real estate, totaled$222.6 million and$2.3 million , respectively. As part of our capital allocation strategy, we continually evaluate opportunities to purchase properties currently under lease and acquire properties in connection with future dealership relocations. 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. Financing Activities- Net cash used in financing activities totaled$257.6 million for the six months endedJune 30, 2021 . Net cash provided by financing activities totaled$19.0 million for the six months endedJune 30, 2020 . During the six months endedJune 30, 2021 and 2020, we had non-trade floor plan borrowings, excluding floor plan borrowings associated with acquisitions, of$2.40 billion and$1.63 billion , respectively, and non-trade floor plan repayments, excluding floor plan repayments associated with a divestiture, of$2.81 billion and$1.86 billion , respectively. During the six months endedJune 30, 2020 , we had floor plan borrowings of$27.1 million , related to acquisitions. During the six months endedJune 30, 2020 , we had non-trade floor plan repayments associated with divestitures of$50.5 million . Repayments of borrowings totaled$23.9 million and$1.16 billion for the six months endedJune 30, 2021 and 2020, respectively. In addition, payments of debt issuance costs totaled$3.1 million for the six months endedJune 30, 2020 . During the six months endedJune 30, 2020 , we had proceeds of$7.3 million related to a sale and leaseback of real estate inPlano, Texas . During the six months endedJune 30, 2021 , we did not repurchase any shares of our common stock under our Repurchase Program but repurchased 65,027 shares of our common stock for$10.2 million from employees in connection with a net share settlement feature of employee equity-based awards. 49 -------------------------------------------------------------------------------- Table of Conte n t s Off Balance Sheet Arrangements We had no off balance sheet arrangements during any of the periods presented other than those disclosed in Note 12 "Commitments and Contingencies" within the accompanying Condensed Consolidated Financial Statements. Critical Accounting Policies and Estimates For a description of our critical accounting policies and estimates, see our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2020 . Our critical accounting policies and estimates have not changed materially during the six months endedJune 30, 2021 . 50
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