Floorplan Notes Payable

6 Months Ended

Jun. 30, 2019

The Company’s floorplan notes payable consisted of the following (in thousands):



	June 30, 2019			December 31, 2018
Revolving credit facility - floorplan notes payable	$	1,168,243		$	1,251,402
Revolving credit facility - floorplan notes payable offset account	(69,307		)	(33,637		)
Revolving credit facility - floorplan notes payable, net	1,098,936			1,217,765
Other non-manufacturer facilities	30,941			41,050
Floorplan notes payable - credit facility and other	$	1,129,877		$	1,258,815

FMCC facility	$	177,673		$	160,786
FMCC facility offset account	(150		)	(100		)
FMCC facility, net	177,523			160,686
Other manufacturer affiliate facilities	248,963			257,138
Floorplan notes payable - manufacturer affiliates	$	426,486		$	417,824

Floorplan Notes Payable - Credit Facility

Revolving Credit Facility

In the U.S., the Company has a $1.8 billion revolving syndicated credit arrangement that matures on June 27, 2024 (“Revolving Credit Facility”). The Revolving Credit Facility consists of two tranches: (i) a $1.75 billion maximum capacity tranche for U.S. vehicle inventory floorplan financing (“Floorplan Line”), which had an outstanding balance of $1.1 billion as of June 30, 2019 reported in Floorplan notes payable - credit facility and other; and (ii) a $360.0 million maximum capacity and $50.0 million minimum capacity tranche (“Acquisition Line”), which is not due until maturity of the Revolving Credit Facility and is therefore classified as long-term debt in Long-term debt, net of current maturities - see Note 8, “Debt”, for additional discussion. The capacity under these two tranches can be re-designated within the overall $1.8 billion commitment, subject to the aforementioned limits. The weighted average interest rate on the Floorplan Line was 3.5% as of June 30, 2019, excluding the impact of the Company’s interest rate derivative instruments.

On June 27, 2019, the Company amended the Revolving Credit Facility to extend the maturity date to June 27, 2024 and reduce the number of participating financial institutions to 23. Additionally, following the amendment, the Floorplan Line bears interest at rates equal to the London Interbank Offered Rate (“LIBOR”) plus 110 basis points for new vehicle inventory and the LIBOR plus 140 basis points for used vehicle inventory. The Acquisition Line bears interest at LIBOR or a LIBOR equivalent plus 100 to 200 basis points, depending on the Company’s total adjusted leverage ratio, on borrowings in U.S. dollars, Euros or British pound sterling. The Floorplan Line requires a commitment fee of 0.15% per annum on the unused portion. Amounts borrowed by the Company under the Floorplan Line for specific vehicle inventory are to be repaid upon the sale of the vehicle financed, and in no case is a borrowing for a vehicle to remain outstanding for greater than one year. The Acquisition Line requires a commitment fee ranging from 0.15% to 0.40% per annum, depending on the Company’s total adjusted leverage ratio, based on a minimum commitment of $50.0 million less outstanding borrowings.

In conjunction with the Revolving Credit Facility, the Company has $5.2 million of related unamortized costs as of June 30, 2019, which are included in Prepaid expenses and other current assets and Other assets on the accompanying Condensed Consolidated Balance Sheets and amortized over the term of the facility.

Floorplan Notes Payable - Manufacturer Affiliates

Ford Motor Credit Company Facility

The Company has a $300.0 million floorplan financing arrangement with Ford Motor Credit Company for financing of new Ford vehicles in the U.S. (“FMCC Facility”). This facility bears interest at a rate of Prime plus 150 basis points minus certain incentives. The interest rate on the FMCC Facility was 7.0% before considering the applicable incentives as of June 30, 2019.

Other Manufacturer Facilities

The Company has other credit facilities in the U.S., U.K., and Brazil with financial institutions affiliated with manufacturers for financing of new, used, and rental vehicle inventories. As of June 30, 2019, borrowings outstanding under these facilities totaled $249.0 million, comprised of $116.2 million in the U.S. with interest rates that vary up to 7.0%, $116.6 million in the U.K. with annual interest rates ranging from 1.4% to 4.3%, and $16.2 million in Brazil with annual interest rates ranging from 10.8% to 14.7%.