Condensed Consolidating Financial Information [Text Block] | 15. CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables include condensed consolidating financial information as of September 30, 2015 and December 31, 2014 , and for the three and nine months ended September 30, 2015 and 2014 , for Group 1 Automotive, Inc.’s (as issuer of the 5.00% Notes), guarantor subsidiaries and non-guarantor subsidiaries (representing foreign entities). The condensed consolidating financial information includes certain allocations of balance sheet, statement of operations and cash flows items that are not necessarily indicative of the financial position, results of operations or cash flows of these entities had they operated on a stand-alone basis. CONDENSED CONSOLIDATED BALANCE SHEET September 30, 2015 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 4,397 $ 17,571 $ — $ 21,968 Contracts-in-transit and vehicle receivables, net — 173,859 31,777 — 205,636 Accounts and notes receivable, net — 118,137 28,973 — 147,110 Intercompany accounts receivable — 263,906 — (263,906 ) — Inventories, net — 1,438,310 196,111 — 1,634,421 Deferred income taxes 288 12,811 — — 13,099 Prepaid expenses and other current assets 785 8,000 13,771 — 22,556 Total current assets 1,073 2,019,420 288,203 (263,906 ) 2,044,790 PROPERTY AND EQUIPMENT, net — 863,526 115,366 — 978,892 GOODWILL — 814,759 97,880 — 912,639 INTANGIBLE FRANCHISE RIGHTS — 306,745 33,018 — 339,763 INVESTMENT IN SUBSIDIARIES 2,162,133 — — (2,162,133 ) — OTHER ASSETS — 8,683 7,283 — 15,966 Total assets $ 2,163,206 $ 4,013,133 $ 541,750 $ (2,426,039 ) $ 4,292,050 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,176,385 $ 1,128 $ — $ 1,177,513 Offset account related to floorplan notes payable - credit facility — (28,073 ) — — (28,073 ) Floorplan notes payable — manufacturer affiliates — 253,361 94,296 — 347,657 Offset account related to floorplan notes payable - manufacturer affiliates — (20,001 ) — — (20,001 ) Current maturities of long-term debt — 50,756 5,203 — 55,959 Accounts payable — 177,270 113,239 — 290,509 Intercompany accounts payable 368,915 — 263,906 (632,821 ) — Accrued expenses — 137,675 20,608 — 158,283 Total current liabilities 368,915 1,747,373 498,380 (632,821 ) 1,981,847 LONG-TERM DEBT, net of current maturities 679,158 337,858 67,145 — 1,084,161 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 39,724 — — 39,724 DEFERRED INCOME TAXES AND OTHER LIABILITIES — 206,938 10,052 — 216,990 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,115,133 2,050,155 (33,827 ) (2,162,133 ) 969,328 Intercompany note receivable — (368,915 ) — 368,915 — Total stockholders’ equity 1,115,133 1,681,240 (33,827 ) (1,793,218 ) 969,328 Total liabilities and stockholders’ equity $ 2,163,206 $ 4,013,133 $ 541,750 $ (2,426,039 ) $ 4,292,050 CONDENSED CONSOLIDATED BALANCE SHEET December 31, 2014 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 25,379 $ 15,596 $ — $ 40,975 Contracts-in-transit and vehicle receivables, net — 218,361 19,087 — 237,448 Accounts and notes receivable, net — 117,427 33,903 — 151,330 Intercompany accounts receivable — 276,217 — (276,217 ) — Inventories, net — 1,342,022 214,683 — 1,556,705 Deferred income taxes 196 10,866 — — 11,062 Prepaid expenses and other current assets 590 22,039 15,070 — 37,699 Total current assets 786 2,012,311 298,339 (276,217 ) 2,035,219 PROPERTY AND EQUIPMENT, net — 839,063 111,325 — 950,388 GOODWILL — 700,642 129,735 — 830,377 INTANGIBLE FRANCHISE RIGHTS — 257,502 46,445 — 303,947 INVESTMENT IN SUBSIDIARIES 1,964,442 — — (1,964,442 ) — OTHER ASSETS — 10,120 11,441 — 21,561 Total assets $ 1,965,228 $ 3,819,638 $ 597,285 $ (2,240,659 ) $ 4,141,492 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,137,743 $ 5,503 $ — $ 1,143,246 Offset account related to floorplan notes payable - credit facility — (39,616 ) — — (39,616 ) Floorplan notes payable — manufacturer affiliates — 207,329 100,327 — 307,656 Offset account related to floorplan notes payable - manufacturer affiliates — (22,500 ) — — (22,500 ) Current maturities of long-term debt — 61,185 11,445 — 72,630 Accounts payable — 176,143 112,177 — 288,320 Intercompany accounts payable 295,421 — 276,217 (571,638 ) — Accrued expenses — 149,700 22,763 — 172,463 Total current liabilities 295,421 1,669,984 528,432 (571,638 ) 1,922,199 LONG-TERM DEBT, net of current maturities 609,812 347,202 51,823 — 1,008,837 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 25,311 — — 25,311 DEFERRED INCOME TAXES AND OTHER LIABILITIES — 193,077 14,058 — 207,135 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,059,995 1,879,485 2,972 (1,964,442 ) 978,010 Intercompany note receivable — (295,421 ) — 295,421 — Total stockholders’ equity 1,059,995 1,584,064 2,972 (1,669,021 ) 978,010 Total liabilities and stockholders’ equity $ 1,965,228 $ 3,819,638 $ 597,285 $ (2,240,659 ) $ 4,141,492 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended September 30, 2015 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) REVENUES: $ — $ 2,343,567 $ 457,002 $ — $ 2,800,569 COST OF SALES: — 1,995,252 406,935 — 2,402,187 GROSS PROFIT — 348,315 50,067 — 398,382 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 555 247,054 41,403 — 289,012 DEPRECIATION AND AMORTIZATION EXPENSE — 10,372 1,439 — 11,811 ASSET IMPAIRMENTS — 204 712 — 916 INCOME FROM OPERATIONS (555 ) 90,685 6,513 — 96,643 OTHER EXPENSE: Floorplan interest expense — (8,963 ) (722 ) — (9,685 ) Other interest expense, net 648 (12,738 ) (1,832 ) — (13,922 ) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES 93 68,984 3,959 — 73,036 PROVISION FOR INCOME TAXES (35 ) (26,398 ) (1,342 ) — (27,775 ) EQUITY IN EARNINGS OF SUBSIDIARIES 45,203 — — (45,203 ) — NET INCOME (LOSS) $ 45,261 $ 42,586 $ 2,617 $ (45,203 ) $ 45,261 COMPREHENSIVE LOSS — (6,158 ) (36,307 ) — (42,465 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 45,261 $ 36,428 $ (33,690 ) $ (45,203 ) $ 2,796 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Nine Months Ended September 30, 2015 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) REVENUES: $ — $ 6,629,514 $ 1,330,389 $ — $ 7,959,903 COST OF SALES: — 5,624,527 1,181,537 — 6,806,064 GROSS PROFIT — 1,004,987 148,852 — 1,153,839 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,612 712,265 126,173 — 841,050 DEPRECIATION AND AMORTIZATION EXPENSE — 30,847 4,594 — 35,441 ASSET IMPAIRMENTS — 702 1,253 — 1,955 INCOME FROM OPERATIONS (2,612 ) 261,173 16,832 — 275,393 OTHER EXPENSE: Floorplan interest expense — (26,439 ) (2,607 ) — (29,046 ) Other interest expense, net 1,845 (38,534 ) (5,372 ) — (42,061 ) (LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (767 ) 196,200 8,853 — 204,286 BENEFIT (PROVISION) FOR INCOME TAXES 288 (73,375 ) (3,814 ) — (76,901 ) EQUITY IN EARNINGS OF SUBSIDIARIES 127,864 — — (127,864 ) — NET INCOME (LOSS) $ 127,385 $ 122,825 $ 5,039 $ (127,864 ) $ 127,385 COMPREHENSIVE LOSS — (6,919 ) (56,902 ) — (63,821 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 127,385 $ 115,906 $ (51,863 ) $ (127,864 ) $ 63,564 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended September 30, 2014 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) REVENUES: $ — $ 2,175,604 $ 450,844 $ — $ 2,626,448 COST OF SALES: — 1,853,668 398,071 — 2,251,739 GROSS PROFIT — 321,936 52,773 — 374,709 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 559 220,142 43,532 — 264,233 DEPRECIATION AND AMORTIZATION EXPENSE — 9,296 1,450 — 10,746 ASSET IMPAIRMENTS — 4,252 5,121 — 9,373 INCOME FROM OPERATIONS (559 ) 88,246 2,670 — 90,357 OTHER EXPENSE: Floorplan interest expense — (8,544 ) (1,908 ) — (10,452 ) Other interest expense, net 567 (12,264 ) (1,549 ) — (13,246 ) Loss on extinguishment of long-term debt — (22,790 ) — — (22,790 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES 8 44,648 (787 ) — 43,869 (PROVISION) BENEFIT FOR INCOME TAXES (3 ) (20,372 ) 2,668 — (17,707 ) EQUITY IN EARNINGS OF SUBSIDIARIES 26,157 — — (26,157 ) — NET INCOME (LOSS) $ 26,162 $ 24,276 $ 1,881 $ (26,157 ) $ 26,162 COMPREHENSIVE INCOME (LOSS) — 2,366 (21,938 ) — (19,572 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 26,162 $ 26,642 $ (20,057 ) $ (26,157 ) $ 6,590 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Nine Months Ended September 30, 2014 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) REVENUES: $ — $ 6,070,827 $ 1,328,122 $ — $ 7,398,949 COST OF SALES: — 5,142,382 1,174,588 — 6,316,970 GROSS PROFIT — 928,445 153,534 — 1,081,979 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,315 660,321 131,125 — 793,761 DEPRECIATION AND AMORTIZATION EXPENSE — 27,232 4,192 — 31,424 ASSET IMPAIRMENTS — 5,973 5,121 — 11,094 INCOME FROM OPERATIONS (2,315 ) 234,919 13,096 — 245,700 OTHER EXPENSE: Floorplan interest expense — (25,489 ) (6,206 ) — (31,695 ) Other interest expense, net 1,696 (34,326 ) (3,696 ) — (36,326 ) Loss on extinguishment of long-term debt — (46,403 ) — — (46,403 ) (LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (619 ) 128,701 3,194 — 131,276 BENEFIT (PROVISION) FOR INCOME TAXES 232 (57,672 ) 491 — (56,949 ) EQUITY IN EARNINGS OF SUBSIDIARIES 74,714 — — (74,714 ) — NET INCOME (LOSS) $ 74,327 $ 71,029 $ 3,685 $ (74,714 ) $ 74,327 COMPREHENSIVE LOSS — (494 ) (7,329 ) — (7,823 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 74,327 $ 70,535 $ (3,644 ) $ (74,714 ) $ 66,504 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2015 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 127,385 $ 93,518 $ 9,965 $ 230,868 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (212,252 ) — (212,252 ) Proceeds from disposition of franchises, property and equipment — 8,986 698 9,684 Purchases of property and equipment, including real estate — (61,052 ) (17,287 ) (78,339 ) Other — 6,047 — 6,047 Net cash used in investing activities — (258,271 ) (16,589 ) (274,860 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 5,529,338 — 5,529,338 Repayments on credit facility - floorplan line and other — (5,479,152 ) — (5,479,152 ) Borrowings on credit facility - acquisition line 584,643 — — 584,643 Repayment on credit facility - acquisition line (515,944 ) — — (515,944 ) Principal payments on real estate credit facility — (2,505 ) — (2,505 ) Borrowings on other debt — 460 32,915 33,375 Principal payments on other debt — (1,157 ) (41,772 ) (42,929 ) Borrowings on debt related to real estate — — 22,430 22,430 Principal payments on debt related to real estate — (15,843 ) (2,693 ) (18,536 ) Employee stock purchase plan purchases, net of employee tax withholdings (789 ) — — (789 ) Repurchases of common stock, amounts based on settlement date (66,746 ) — — (66,746 ) Tax effect from stock-based compensation — 1,827 — 1,827 Dividends paid (14,781 ) — — (14,781 ) Borrowings (repayments) with subsidiaries 85,465 (73,365 ) (12,100 ) — Investment in subsidiaries (199,233 ) 184,168 15,065 — Net cash (used in) provided by financing activities (127,385 ) 143,771 13,845 30,231 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (5,246 ) (5,246 ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS — (20,982 ) 1,975 (19,007 ) CASH AND CASH EQUIVALENTS, beginning of period — 25,379 15,596 40,975 CASH AND CASH EQUIVALENTS, end of period $ — $ 4,397 $ 17,571 $ 21,968 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2014 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 74,327 $ 204,887 $ (7,378 ) $ 271,836 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (306,467 ) (2,790 ) (309,257 ) Proceeds from disposition of franchises, property and equipment — 138,546 254 138,800 Purchases of property and equipment, including real estate — (85,239 ) (6,106 ) (91,345 ) Other — (5,832 ) — (5,832 ) Net cash used in investing activities — (258,992 ) (8,642 ) (267,634 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 6,047,392 — 6,047,392 Repayments on credit facility - floorplan line and other — (6,086,414 ) — (6,086,414 ) Borrowings on credit facility - acquisition line 314,963 — — 314,963 Repayment on credit facility - acquisition line (374,989 ) — — (374,989 ) Borrowings on real estate credit facility — 200 — 200 Principal payments on real estate credit facility — (9,081 ) — (9,081 ) Net borrowings on 5.00% Senior Unsecured Notes 539,600 — — 539,600 Debt issue costs (1,881 ) — — (1,881 ) Repurchase of 3.00% Convertible Notes (260,074 ) — — (260,074 ) Proceeds from Call/Warrant Unwind related to 3.00% Convertible Notes 32,697 — — 32,697 Conversion and redemption of 2.25% Convertible Notes (182,756 ) — — (182,756 ) Borrowings on other debt — — 78,710 78,710 Principal payments on other debt — — (70,267 ) (70,267 ) Borrowings on debt related to real estate — 52,279 13,349 65,628 Principal payments on debt related to real estate — (29,458 ) (9,566 ) (39,024 ) Employee stock purchase plan purchases, net of employee tax withholdings 187 — — 187 Repurchases of common stock, amounts based on settlement date (16,947 ) — — (16,947 ) Tax effect from stock-based compensation — 1,145 — 1,145 Dividends paid (12,291 ) — — (12,291 ) Borrowings (repayments) with subsidiaries 87,136 (94,311 ) 7,175 — Investment in subsidiaries (199,972 ) 200,094 (122 ) — Distributions to parent — 2,118 (2,118 ) — Net cash (used in) provided by financing activities (74,327 ) 83,964 17,161 26,798 EFFECT OF EXCHANGE RATE CHANGES ON CASH 26 — (589 ) (563 ) NET INCREASE IN CASH AND CASH EQUIVALENTS 26 29,859 552 30,437 CASH AND CASH EQUIVALENTS, beginning of period — 4,306 15,909 20,215 CASH AND CASH EQUIVALENTS, end of period $ 26 $ 34,165 $ 16,461 $ 50,652 |