Condensed Consolidating Financial Information (Tables)

6 Months Ended

Jun. 30, 2018

Condensed Financial Information Disclosure [Abstract]

Condensed consolidating balance sheet

CONDENSED CONSOLIDATED BALANCE SHEET

June 30, 2018

	Group 1 Automotive, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Elimination			Total Company
	(Unaudited, in thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—	$	8,676		$	32,899	$	—		$	41,575
Contracts-in-transit and vehicle receivables, net	—		188,592			61,114		—			249,706
Accounts and notes receivable, net	—		132,452			45,887		—			178,339
Intercompany accounts receivable	39,636		56,435			—		(96,071		)	—
Inventories, net	—		1,379,275			341,974		—			1,721,249
Prepaid expenses and other current assets	779		35,273			44,905		—			80,957
Total current assets	40,415		1,800,703			526,779		(96,071		)	2,271,826
PROPERTY AND EQUIPMENT, net	—		1,118,917			229,604		—			1,348,521
GOODWILL	—		839,498			106,337		—			945,835
INTANGIBLE FRANCHISE RIGHTS	—		251,240			36,126		—			287,366
INVESTMENT IN SUBSIDIARIES	2,982,451		—			—		(2,982,451		)	—
OTHER ASSETS	—		22,243			10,951		—			33,194
Total assets	$	3,022,866	$	4,032,601		$	909,797	$	(3,078,522	)	$	4,886,742
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Floorplan notes payable — credit facility and other	$	—	$	1,115,163		$	32,729	$	—		$	1,147,892
Offset account related to floorplan notes payable - credit facility	—		(119,562		)	—		—			(119,562		)
Floorplan notes payable — manufacturer affiliates	—		277,299			126,934		—			404,233
Offset account related to floorplan notes payable - manufacturer affiliates	—		(24,500		)	—		—			(24,500		)
Current maturities of long-term debt and short-term financing	—		50,720			25,692		—			76,412
Current liabilities from interest rate risk management activities	—		682			—		—			682
Accounts payable	—		210,791			231,786		—			442,577
Intercompany accounts payable	855,557		—			56,434		(911,991		)	—
Accrued expenses	—		156,283			32,744		—			189,027
Total current liabilities	855,557		1,666,876			506,319		(911,991		)	2,116,761
LONG-TERM DEBT, net of current maturities	878,964		354,002			125,032		—			1,357,998
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES	—		1,597			—		—			1,597
DEFERRED INCOME TAXES AND OTHER LIABILITIES	769		223,692			13,313		—			237,774
STOCKHOLDERS’ EQUITY:
Group 1 stockholders’ equity	1,287,576		2,602,354			265,133		(2,982,451		)	1,172,612
Intercompany note receivable	—		(815,920		)	—		815,920			—
Total stockholders’ equity	1,287,576		1,786,434			265,133		(2,166,531		)	1,172,612
Total liabilities and stockholders’ equity	$	3,022,866	$	4,032,601		$	909,797	$	(3,078,522	)	$	4,886,742

CONDENSED CONSOLIDATED BALANCE SHEET

December 31, 2017

	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Elimination			Total Company
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—		$	10,096		$	18,691	$	—		$	28,787
Contracts-in-transit and vehicle receivables, net	—			266,788			39,645		—			306,433
Accounts and notes receivable, net	—			144,872			43,739		—			188,611
Intercompany accounts receivable	26,988			12,948			—		(39,936		)	—
Inventories, net	—			1,434,852			328,441		—			1,763,293
Prepaid expenses and other current assets	1,934			8,378			31,750		—			42,062
Total current assets	28,922			1,877,934			462,266		(39,936		)	2,329,186
PROPERTY AND EQUIPMENT, net	—			1,121,108			197,851		—			1,318,959
GOODWILL	—			835,268			77,766		—			913,034
INTANGIBLE FRANCHISE RIGHTS	—			255,980			29,652		—			285,632
INVESTMENT IN SUBSIDIARIES	2,999,407			—			—		(2,999,407		)	—
OTHER ASSETS	—			13,682			10,572		—			24,254
Total assets	$	3,028,329		$	4,103,972		$	778,107	$	(3,039,343	)	$	4,871,065
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Floorplan notes payable — credit facility and other	$	—		$	1,219,844		$	20,851	$	—		$	1,240,695
Offset account related to floorplan notes payable - credit facility	—			(86,547		)	—		—			(86,547		)
Floorplan notes payable — manufacturer affiliates	—			272,563			124,620		—			397,183
Offset account related to floorplan notes payable - manufacturer affiliates	—			(22,500		)	—		—			(22,500		)
Current maturities of long-term debt and short-term financing	24,741			31,229			21,639		—			77,609
Current liabilities from interest rate risk management activities	—			1,996			—		—			1,996
Accounts payable	—			229,470			183,511		—			412,981
Intercompany accounts payable	890,995			—			39,936		(930,931		)	—
Accrued expenses	—			150,241			26,829		—			177,070
Total current liabilities	915,736			1,796,296			417,386		(930,931		)	2,198,487
LONG-TERM DEBT, net of current maturities	865,202			360,526			92,456		—			1,318,184
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES	—			8,583			—		—			8,583
DEFERRED INCOME TAXES AND OTHER LIABILITIES	(117		)	210,216			11,430		—			221,529
STOCKHOLDERS’ EQUITY:
Group 1 stockholders’ equity	1,247,508			2,619,346			256,835		(2,999,407		)	1,124,282
Intercompany note receivable	—			(890,995		)	—		890,995			—
Total stockholders’ equity	1,247,508			1,728,351			256,835		(2,108,412		)	1,124,282
Total liabilities and stockholders’ equity	$	3,028,329		$	4,103,972		$	778,107	$	(3,039,343	)	$	4,871,065

Condensed consolidating statements of income

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended June 30, 2018

	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
	(Unaudited, in thousands)
REVENUES	$	—		$	2,168,001		$	775,461		$	—		$	2,943,462
COST OF SALES	—			1,817,331			687,968			—			2,505,299
GROSS PROFIT	—			350,670			87,493			—			438,163
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	635			231,923			75,534			—			308,092
DEPRECIATION AND AMORTIZATION EXPENSE	—			13,040			3,598			—			16,638
ASSET IMPAIRMENTS	—			4,268			—			—			4,268
INCOME (LOSS) FROM OPERATIONS	(635		)	101,439			8,361			—			109,165
OTHER EXPENSE:
Floorplan interest expense	—			(12,810		)	(1,753		)	—			(14,563		)
Other interest expense, net	—			(17,331		)	(2,083		)	—			(19,414		)
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	(635		)	71,298			4,525			—			75,188
BENEFIT (PROVISION) FOR INCOME TAXES	153			(17,556		)	(1,322		)	—			(18,725		)
EQUITY IN EARNINGS OF SUBSIDIARIES	56,945			—			—			(56,945		)	—
NET INCOME (LOSS)	$	56,463		$	53,742		$	3,203		$	(56,945	)	$	56,463
OTHER COMPREHENSIVE INCOME (lOSS)	—			3,778			(24,186		)	—			(20,408		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT	$	56,463		$	57,520		$	(20,983	)	$	(56,945	)	$	36,055

Six Months Ended June 30, 2018

	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
	(Unaudited, in thousands)
REVENUES	$	—		$	4,256,488		$	1,547,000		$	—		$	5,803,488
COST OF SALES	—			3,570,133			1,375,429			—			4,945,562
GROSS PROFIT	—			686,355			171,571			—			857,926
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	2,403			481,088			148,948			—			632,439
DEPRECIATION AND AMORTIZATION EXPENSE	—			25,921			7,059			—			32,980
ASSET IMPAIRMENTS	—			4,268			—			—			4,268
INCOME (LOSS) FROM OPERATIONS	(2,403		)	175,078			15,564			—			188,239
OTHER EXPENSE:
Floorplan interest expense	—			(25,147		)	(3,503		)	—			(28,650		)
Other interest expense, net	—			(34,348		)	(3,886		)	—			(38,234		)
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	(2,403		)	115,583			8,175			—			121,355
BENEFIT (PROVISION) FOR INCOME TAXES	577			(27,336		)	(2,319		)	—			(29,078		)
EQUITY IN EARNINGS OF SUBSIDIARIES	94,103			—			—			(94,103		)	—
NET INCOME (LOSS)	$	92,277		$	88,247		$	5,856		$	(94,103	)	$	92,277
OTHER COMPREHENSIVE INCOME (LOSS)	—			13,183			(16,315		)	—			(3,132		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT	$	92,277		$	101,430		$	(10,459	)	$	(94,103	)	$	89,145

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended June 30, 2017

	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
	(Unaudited, in thousands)
REVENUES	$	—		$	2,123,691		$	548,504		$	—		$	2,672,195
COST OF SALES	—			1,783,218			484,085			—			2,267,303
GROSS PROFIT	—			340,473			64,419			—			404,892
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	533			242,014			56,021			—			298,568
DEPRECIATION AND AMORTIZATION EXPENSE	—			11,926			2,167			—			14,093
INCOME (LOSS) FROM OPERATIONS	(533		)	86,533			6,231			—			92,231
OTHER EXPENSE:
Floorplan interest expense	—			(12,062		)	(1,164		)	—			(13,226		)
Other interest expense, net	—			(16,568		)	(747		)	—			(17,315		)
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	(533		)	57,903			4,320			—			61,690
BENEFIT (PROVISION) FOR INCOME TAXES	200			(21,895		)	(862		)	—			(22,557		)
EQUITY IN EARNINGS OF SUBSIDIARIES	39,467			—			—			(39,467		)	—
NET INCOME (LOSS)	$	39,134		$	36,008		$	3,458		$	(39,467	)	$	39,133
OTHER COMPREHENSIVE INCOME (LOSS)	—			(581		)	4,462			—			3,881
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT	$	39,134		$	35,427		$	7,920		$	(39,467	)	$	43,014

Six Months Ended June 30, 2017

	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
	(Unaudited, in thousands)
REVENUES	$	—		$	4,091,409		$	1,099,615		$	—		$	5,191,024
COST OF SALES	—			3,430,341			972,269			—			$	4,402,610
GROSS PROFIT	—			661,068			127,346			—			788,414
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	2,499			474,625			111,223			—			588,347
DEPRECIATION AND AMORTIZATION EXPENSE	—			23,493			4,206			—			27,699
INCOME (LOSS) FROM OPERATIONS	(2,499		)	162,950			11,917			—			172,368
OTHER EXPENSE:
Floorplan interest expense	—			(22,940		)	(2,228		)	—			(25,168		)
Other interest expense, net	—			(32,842		)	(1,472		)	—			(34,314		)
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	(2,499		)	107,168			8,217			—			112,886
BENEFIT (PROVISION) FOR INCOME TAXES	937			(38,979		)	(1,772		)	—			(39,814		)
EQUITY IN EARNINGS OF SUBSIDIARIES	74,634			—			—			(74,634		)	—
NET INCOME (LOSS)	$	73,072		$	68,189		$	6,445		$	(74,634	)	$	73,072
OTHER COMPREHENSIVE INCOME	—			2,076			8,600			—			10,676
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT	$	73,072		$	70,265		$	15,045		$	(74,634	)	$	83,748

Condensed consolidating statement of cash flows

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2018

	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Company
	(Unaudited, in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$	92,277		$	155,215		$	15,614		$	263,106
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid in acquisitions, net of cash received	—			(31,144		)	(43,721		)	(74,865		)
Proceeds from disposition of franchises, property and equipment	—			73,785			2,138			75,923
Purchases of property and equipment, including real estate	—			(56,116		)	(32,114		)	(88,230		)
Deposits for real estate and dealership acquisitions	(400		)	(255		)	—			(655		)
Other	—			—			—			—
Net cash used in investing activities	(400		)	(13,730		)	(73,697		)	(87,827		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on credit facility - floorplan line and other	—			3,261,353			62,445			3,323,798
Repayments on credit facility - floorplan line and other	—			(3,412,939		)	(48,555		)	(3,461,494		)
Borrowings on credit facility - acquisition line	98,596			—			—			98,596
Repayments on credit facility - acquisition line	(84,884		)	—			—			(84,884		)
Borrowings on other debt	—			60,081			51,061			111,142
Principal payments on other debt	(24,741		)	(24,209		)	(26,834		)	(75,784		)
Borrowings on debt related to real estate	—			42,656			12,055			54,711
Principal payments on debt related to real estate	—			(54,144		)	(9,224		)	(63,368		)
Employee stock purchase plan purchases, net of employee tax withholdings	11			—			—			11
Repurchases of common stock, amounts based on settlement date	(51,276		)	—			—			(51,276		)
Proceeds from termination of mortgage swap	—			918			—			918
Dividends paid	(10,836		)	—			—			(10,836		)
Borrowings (repayments) with subsidiaries	(35,703		)	18,141			17,562			—
Investment in subsidiaries	16,956			(34,762		)	17,806			—
Net cash provided by (used in) financing activities	(91,877		)	(142,905		)	76,316			(158,466		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(2,812		)	(2,812		)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	—			(1,420		)	15,421			14,001
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	—			10,096			19,535			29,631
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	—		$	8,676		$	34,956		$	43,632

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2017

	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Company
	(Unaudited, in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	73,072		$	(32,554	)	$	11,644		$	52,162
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid in acquisitions, net of cash received	—			—			(95		)	(95		)
Proceeds from disposition of franchises, property and equipment	—			265			2,317			2,582
Purchases of property and equipment, including real estate	—			(60,594		)	(6,672		)	(67,266		)
Deposits for real estate and dealership acquisitions	—			273			(57,372		)	(57,099		)
Other	—			2,074			—			2,074
Net cash used in investing activities	—			(57,982		)	(61,822		)	(119,804		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on credit facility - floorplan line and other	—			3,319,971			49,609			3,369,580
Repayments on credit facility - floorplan line and other	—			(3,244,979		)	(43,388		)	(3,288,367		)
Borrowings on credit facility - acquisition line	47,509			—			—			47,509
Repayments on credit facility - acquisition line	(15,000		)	—			—			(15,000		)
Borrowings on other debt	—			—			5,137			5,137
Principal payments on other debt	—			(542		)	—			(542		)
Borrowings on debt related to real estate	—			—			12,901			12,901
Principal payments on debt related to real estate	—			(11,183		)	(2,714		)	(13,897		)
Employee stock purchase plan purchases, net of employee tax withholdings	2,487			—			—			2,487
Repurchases of common stock, amounts based on settlement date	(39,025		)	—			—			(39,025		)
Dividends paid	(10,200		)	—			—			(10,200		)
Borrowings (repayments) with subsidiaries	32,214			(65,909		)	33,695			—
Investment in subsidiaries	(91,057		)	91,017			40			—
Net cash provided by (used in) financing activities	(73,072		)	88,375			55,280			70,583
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			117			117
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	—			(2,161		)	5,219			3,058
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	—			8,039			16,207			24,246
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	—		$	5,878		$	21,426		$	27,304