Condensed Consolidating Financial Information (Tables)

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

CONDENSED CONSOLIDATED BALANCE SHEET

As of June 30, 2019

(Unaudited, in thousands)



	Group 1 Automotive, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Elimination			Total Company
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—	$	8,933		$	28,807	$	—		$	37,740
Contracts-in-transit and vehicle receivables, net	—		189,490			63,039		—			252,529
Accounts and notes receivable, net	—		144,432			44,057		—			188,489
Intercompany accounts receivable	38,113		15,165			—		(53,278		)	—
Inventories, net	—		1,458,762			334,909		—			1,793,671
Prepaid expenses and other current assets	207		28,110			61,388		—			89,705
TOTAL CURRENT ASSETS	38,320		1,844,892			532,200		(53,278		)	2,362,134
Property and equipment, net	—		1,195,512			227,474		—			1,422,986
Operating lease assets	—		122,336			80,383		—			202,719
Goodwill	—		861,655			101,847		—			963,502
Intangible franchise rights	—		224,392			35,148		—			259,540
Investment in subsidiaries	3,231,068		—			—		(3,231,068		)	—
Other assets	—		5,948			8,932		—			14,880
TOTAL ASSETS	$	3,269,388	$	4,254,735		$	985,984	$	(3,284,346	)	$	5,225,761

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Floorplan notes payable — credit facility and other, net of offset account	$	—	$	1,098,936		$	30,941	$	—		$	1,129,877
Floorplan notes payable — manufacturer affiliates, net of offset account	—		293,731			132,755		—			426,486
Current maturities of long-term debt	—		48,754			22,794		—			71,548
Current operating lease liabilities	—		17,098			6,406		—			23,504
Accounts payable	—		223,755			262,153		—			485,908
Intercompany accounts payable	1,224,502		—			63,364		(1,287,866		)	—
Accrued expenses and other current liabilities			165,118			32,899		—			198,017
TOTAL CURRENT LIABILITIES	1,224,502		1,847,392			551,312		(1,287,866		)	2,335,340
Long-term debt, net of current maturities	879,739		313,092			102,889		—			1,295,720
Operating lease liabilities, net of current portion	—		113,068			80,353		—			193,421
Deferred income taxes and other liabilities	1,082		229,932			6,201		—			237,215
STOCKHOLDERS’ EQUITY
Group 1 stockholders’ equity	1,164,065		2,985,839			245,229		(3,231,068		)	1,164,065
Intercompany note receivable	—		(1,234,588		)	—		1,234,588			—
TOTAL STOCKHOLDERS’ EQUITY	1,164,065		1,751,251			245,229		(1,996,480		)	1,164,065
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,269,388	$	4,254,735		$	985,984	$	(3,284,346	)	$	5,225,761

CONDENSED CONSOLIDATED BALANCE SHEET

As of December 31, 2018

(In thousands)



	Group 1 Automotive, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Elimination			Total Company
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—	$	4,613		$	11,319	$	—		$	15,932
Contracts-in-transit and vehicle receivables, net	—		232,095			33,565		—			265,660
Accounts and notes receivable, net	—		153,871			40,110		—			193,981
Intercompany accounts receivable	31,842		21,636			—		(53,478		)	—
Inventories, net	—		1,468,422			375,637		—			1,844,059
Prepaid expenses and other current assets	992		32,118			49,624		—			82,734
TOTAL CURRENT ASSETS	32,834		1,912,755			510,255		(53,478		)	2,402,366
Property and equipment, net	—		1,124,559			223,276		—			1,347,835
Goodwill	—		861,628			102,297		—			963,925
Intangible franchise rights	—		224,394			35,236		—			259,630
Investment in subsidiaries	3,100,931		—			—		(3,100,931		)	—
Other assets	—		16,165			11,154		—			27,319
TOTAL ASSETS	$	3,133,765	$	4,139,501		$	882,218	$	(3,154,409	)	$	5,001,075

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Floorplan notes payable — credit facility and other, net of offset account	$	—	$	1,217,765		$	41,050	$	—		$	1,258,815
Floorplan notes payable — manufacturer affiliates, net of offset account	—		276,762			141,062		—			417,824
Current maturities of long-term debt	—		73,834			19,133		—			92,967
Accounts payable	—		200,912			218,438		—			419,350
Intercompany accounts payable	1,164,949		—			53,478		(1,218,427		)	—
Accrued expenses and other current liabilities	—		164,998			32,611		—			197,609
TOTAL CURRENT LIABILITIES	1,164,949		1,934,271			505,772		(1,218,427		)	2,386,565
Long-term debt, net of current maturities	872,307		294,388			114,794		—			1,281,489
Deferred income taxes and other liabilities	815		224,718			11,794		—			237,327
STOCKHOLDERS’ EQUITY
Group 1 stockholders’ equity	1,095,694		2,851,073			249,858		(3,100,931		)	1,095,694
Intercompany note receivable	—		(1,164,949		)	—		1,164,949			—
TOTAL STOCKHOLDERS’ EQUITY	1,095,694		1,686,124			249,858		(1,935,982		)	1,095,694
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,133,765	$	4,139,501		$	882,218	$	(3,154,409	)	$	5,001,075

Condensed consolidating statements of income

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended June 30, 2019

(Unaudited, in thousands)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
Revenues	$	—		$	2,278,681		$	727,008		$	—		$	3,005,689
Cost of sales	—			1,901,972			649,464			—			2,551,436
Gross profit	—			376,709			77,544			—			454,253
Selling, general and administrative expenses	1,158			265,584			71,973			—			338,715
Depreciation and amortization expense	—			14,178			3,686			—			17,864
Asset impairments	—			—			537			—			537
Income (loss) from operations	(1,158		)	96,947			1,348			—			97,137
Other income (expense)
Floorplan interest expense	—			(14,000		)	(1,943		)	—			(15,943		)
Other interest income (expense), net	—			(16,611		)	(1,350		)	—			(17,961		)
Income (loss) before income taxes and equity in earnings of subsidiaries	(1,158		)	66,336			(1,945		)	—			63,233
Benefit (provision) for income taxes	239			(15,314		)	1,067			—			(14,008		)
Equity in earnings of subsidiaries	50,144			—			—			(50,144		)	—
Net income (loss)	$	49,225		$	51,022		$	(878	)	$	(50,144	)	$	49,225
Comprehensive income (loss)	(13,781		)	(9,761		)	(4,020		)	13,781			(13,781		)
Comprehensive income (loss) attributable to parent	$	35,444		$	41,261		$	(4,898	)	$	(36,363	)	$	35,444

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Six Months Ended June 30, 2019

(Unaudited, in thousands)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
Revenues	$	—		$	4,341,463		$	1,472,602		$	—		$	5,814,065
Cost of sales	—			3,617,837			1,310,472			—			4,928,309
Gross profit	—			723,626			162,130			—			885,756
Selling, general and administrative expenses	3,049			517,628			145,746			—			666,423
Depreciation and amortization expense	—			27,412			7,449			—			34,861
Asset impairments	—			—			537			—			537
Income (loss) from operations	(3,049		)	178,586			8,398			—			183,935
Other income (expense)
Floorplan interest expense	—			(27,989		)	(3,657		)	—			(31,646		)
Other interest income (expense), net	—			(33,786		)	(3,094		)	—			(36,880		)
Income (loss) before income taxes and equity in earnings of subsidiaries	(3,049		)	116,811			1,647			—			115,409
Benefit (provision) for income taxes	729			(28,216		)	(49		)	—			(27,536		)
Equity in earnings of subsidiaries	90,193			—			—			(90,193		)	—
Net income (loss)	$	87,873		$	88,595		$	1,598		$	(90,193	)	$	87,873
Comprehensive income (loss)	(14,758		)	(14,345		)	(413		)	14,758			(14,758		)
Comprehensive income (loss) attributable to parent	$	73,115		$	74,250		$	1,185		$	(75,435	)	$	73,115

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended June 30, 2018

(Unaudited, in thousands)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
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 income (expense)
Floorplan interest expense	—			(12,810		)	(1,753		)	—			(14,563		)
Other interest income (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
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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Six Months Ended June 30, 2018

(Unaudited, in thousands)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
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 income (expense)
Floorplan interest expense	—			(25,147		)	(3,503		)	—			(28,650		)
Other interest income (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
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 consolidating statement of cash flows

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2019

(Unaudited, in thousands)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Company
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by (used in) operating activities	$	87,873		$	126,869		$	38,206		$	252,948
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposition of franchises, property and equipment	—			30,935			7,003			37,938
Purchases of property and equipment, including real estate	—			(91,528		)	(17,710		)	(109,238		)
Other	(305		)	—			—			(305		)
Net cash provided by (used in) investing activities	(305		)	(60,593		)	(10,707		)	(71,605		)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on credit facility - floorplan line and other	—			3,288,391			18,139			3,306,530
Repayments on credit facility - floorplan line and other	—			(3,396,863		)	(28,496		)	(3,425,359		)
Borrowings on credit facility - acquisition line	124,159			—			—			124,159
Repayments on credit facility - acquisition line	(117,934		)	—			—			(117,934		)
Debt issue costs	—			(3,056		)	—			(3,056		)
Borrowings on other debt	—			18,139			58,729			76,868
Principal payments on other debt	—			(28,834		)	(61,353		)	(90,187		)
Borrowings on debt related to real estate	—			33,184			—			33,184
Principal payments on debt related to real estate, net of debt issue costs				(47,938		)	(5,349		)	(53,287		)
Employee stock purchase plan purchases, net of employee tax withholdings	1,005			—			—			1,005
Dividends paid	(9,691		)	—			—			(9,691		)
Borrowings (repayments) with subsidiaries	65,852			(75,773		)	9,921			—
Investment in subsidiaries	(150,959		)	150,794			165			—
Net cash provided by (used in) financing activities	(87,568		)	(61,956		)	(8,244		)	(157,768		)
Effect of exchange rate changes on cash	—			—			(755		)	(755		)
Net increase (decrease) in cash, cash equivalents, and restricted cash	—			4,320			18,500			22,820
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	—			4,613			14,107			18,720
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	—		$	8,933		$	32,607		$	41,540

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2018

(Unaudited, in thousands)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Company
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by (used in) 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		)
Other	(400		)	(255		)	—			(655		)
Net cash provided by (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, net of debt issue costs	—			(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