Condensed Consolidating Financial Information [Text Block] | 15. CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables include condensed consolidating financial information as of September 30, 2016 and December 31, 2015 , and for the three and nine months ended September 30, 2016 and 2015 , 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. In accordance with Rule 3-10 of Regulation S-X, condensed consolidated financial statements of non-guarantors are not required. The Company has no assets or operations independent of its subsidiaries. Obligations under the 5.00% Senior Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by the Company’s current 100%-owned domestic subsidiaries and certain of the Company’s future domestic subsidiaries, with the exception of the Company’s “minor” subsidiaries (as defined by Rule 3-10 of Regulation S-X). There are no significant restrictions on the ability of the Company or subsidiary guarantors for the Company to obtain funds from its subsidiary guarantors by dividend or loan. None of the subsidiary guarantors’ assets represent restricted assets pursuant to SEC Rule 4-08(e)(3) of Regulation S-X. CONDENSED CONSOLIDATED BALANCE SHEET September 30, 2016 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 5,145 $ 17,773 $ — $ 22,918 Contracts-in-transit and vehicle receivables, net — 159,965 46,327 — 206,292 Accounts and notes receivable, net — 116,666 39,628 — 156,294 Intercompany accounts receivable — 6,048 — (6,048 ) — Inventories, net — 1,416,388 270,991 — 1,687,379 Prepaid expenses and other current assets 261 7,033 18,261 — 25,555 Total current assets 261 1,711,245 392,980 (6,048 ) 2,098,438 PROPERTY AND EQUIPMENT, net — 977,038 141,747 — 1,118,785 GOODWILL — 806,681 73,712 — 880,393 INTANGIBLE FRANCHISE RIGHTS — 275,080 35,433 — 310,513 INVESTMENT IN SUBSIDIARIES 2,601,015 — — (2,601,015 ) — OTHER ASSETS — 8,218 4,717 — 12,935 Total assets $ 2,601,276 $ 3,778,262 $ 648,589 $ (2,607,063 ) $ 4,421,064 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,103,490 $ 6,614 $ — $ 1,110,104 Offset account related to floorplan notes payable - credit facility — (59,684 ) — — (59,684 ) Floorplan notes payable — manufacturer affiliates — 276,934 110,836 — 387,770 Offset account related to floorplan notes payable - manufacturer affiliates — (22,500 ) — — (22,500 ) Current maturities of long-term debt and short-term financing — 33,529 28,820 — 62,349 Accounts payable — 189,766 165,191 — 354,957 Intercompany accounts payable 722,169 — 6,048 (728,217 ) — Accrued expenses — 168,707 24,846 — 193,553 Total current liabilities 722,169 1,690,242 342,355 (728,217 ) 2,026,549 LONG-TERM DEBT, net of current maturities 835,530 341,222 55,965 — 1,232,717 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 45,040 — — 45,040 DEFERRED INCOME TAXES AND OTHER LIABILITIES (840 ) 223,154 7,472 — 229,786 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,044,417 2,200,773 242,797 (2,601,015 ) 886,972 Intercompany note receivable — (722,169 ) — 722,169 — Total stockholders’ equity 1,044,417 1,478,604 242,797 (1,878,846 ) 886,972 Total liabilities and stockholders’ equity $ 2,601,276 $ 3,778,262 $ 648,589 $ (2,607,063 ) $ 4,421,064 CONDENSED CONSOLIDATED BALANCE SHEET December 31, 2015 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 6,338 $ 6,699 $ — $ 13,037 Contracts-in-transit and vehicle receivables, net — 233,275 19,163 — 252,438 Accounts and notes receivable, net — 132,078 25,690 — 157,768 Intercompany accounts receivable — 1,192 — (1,192 ) — Inventories, net — 1,533,166 204,585 — 1,737,751 Prepaid expenses and other current assets 5,312 8,946 13,118 — 27,376 Total current assets 5,312 1,914,995 269,255 (1,192 ) 2,188,370 PROPERTY AND EQUIPMENT, net — 916,338 117,643 — 1,033,981 GOODWILL — 809,775 45,140 — 854,915 INTANGIBLE FRANCHISE RIGHTS — 285,659 21,929 — 307,588 INVESTMENT IN SUBSIDIARIES 2,388,081 — — (2,388,081 ) — OTHER ASSETS — 5,950 5,912 — 11,862 Total assets $ 2,393,393 $ 3,932,717 $ 459,879 $ (2,389,273 ) $ 4,396,716 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,261,606 $ 4,113 $ — $ 1,265,719 Offset account related to floorplan notes payable - credit facility — (110,759 ) — — (110,759 ) Floorplan notes payable — manufacturer affiliates — 303,810 85,261 — 389,071 Offset account related to floorplan notes payable - manufacturer affiliates — (25,500 ) — — (25,500 ) Current maturities of long-term debt and short-term financing — 47,015 7,976 — 54,991 Accounts payable — 178,544 101,879 — 280,423 Intercompany accounts payable 503,333 — 1,192 (504,525 ) — Accrued expenses — 167,509 17,814 — 185,323 Total current liabilities 503,333 1,822,225 218,235 (504,525 ) 2,039,268 LONG-TERM DEBT, net of current maturities 834,090 300,788 64,656 — 1,199,534 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 31,153 — — 31,153 DEFERRED INCOME TAXES AND OTHER LIABILITIES (265 ) 203,824 4,950 — 208,509 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,056,235 2,078,060 172,038 (2,388,081 ) 918,252 Intercompany note receivable — (503,333 ) — 503,333 — Total stockholders’ equity 1,056,235 1,574,727 172,038 (1,884,748 ) 918,252 Total liabilities and stockholders’ equity $ 2,393,393 $ 3,932,717 $ 459,879 $ (2,389,273 ) $ 4,396,716 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended September 30, 2016 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) REVENUES: $ — $ 2,274,723 $ 548,453 $ — $ 2,823,176 COST OF SALES: — 1,927,997 488,511 — 2,416,508 GROSS PROFIT — 346,726 59,942 — 406,668 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 435 244,450 54,121 — 299,006 DEPRECIATION AND AMORTIZATION EXPENSE — 11,061 1,830 — 12,891 ASSET IMPAIRMENTS — 10,855 — — 10,855 INCOME (LOSS) FROM OPERATIONS (435 ) 80,360 3,991 — 83,916 OTHER EXPENSE: Floorplan interest expense — (9,979 ) (1,156 ) — (11,135 ) Other interest expense, net — (16,376 ) (718 ) — (17,094 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (435 ) 54,005 2,117 — 55,687 BENEFIT (PROVISION) FOR INCOME TAXES 164 (19,884 ) (601 ) — (20,321 ) EQUITY IN EARNINGS OF SUBSIDIARIES 35,637 — — (35,637 ) — NET INCOME (LOSS) $ 35,366 $ 34,121 $ 1,516 $ (35,637 ) $ 35,366 OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES — (6,341 ) 3,300 — (3,041 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 35,366 $ 27,780 $ 4,816 $ (35,637 ) $ 32,325 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Nine Months Ended September 30, 2016 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) REVENUES: $ — $ 6,563,739 $ 1,650,241 $ — $ 8,213,980 COST OF SALES: — 5,539,707 1,468,385 — 7,008,092 GROSS PROFIT — 1,024,032 181,856 — 1,205,888 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,243 730,776 158,673 — 891,692 DEPRECIATION AND AMORTIZATION EXPENSE — 32,298 5,769 — 38,067 ASSET IMPAIRMENTS — 12,389 423 — 12,812 INCOME (LOSS) FROM OPERATIONS (2,243 ) 248,569 16,991 — 263,317 OTHER EXPENSE: Floorplan interest expense — (30,428 ) (3,309 ) — (33,737 ) Other interest expense, net — (48,501 ) (2,228 ) — (50,729 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (2,243 ) 169,640 11,454 — 178,851 BENEFIT (PROVISION) FOR INCOME TAXES 841 (62,246 ) (1,209 ) — (62,614 ) EQUITY IN EARNINGS OF SUBSIDIARIES 117,639 — — (117,639 ) — NET INCOME (LOSS) $ 116,237 $ 107,394 $ 10,245 $ (117,639 ) $ 116,237 OTHER COMPREHENSIVE LOSS, NET OF TAXES — (9,208 ) (10,254 ) — (19,462 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 116,237 $ 98,186 $ (9 ) $ (117,639 ) $ 96,775 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 (LOSS) 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 OTHER COMPREHENSIVE LOSS, NET OF TAXES — (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 (LOSS) 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 ) INCOME (LOSS) 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 OTHER COMPREHENSIVE LOSS, NET OF TAXES — (6,919 ) (56,902 ) — (63,821 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 127,385 $ 115,906 $ (51,863 ) $ (127,864 ) $ 63,564 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2016 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 116,237 $ 269,096 $ 1,279 $ 386,612 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — — (57,327 ) (57,327 ) Proceeds from disposition of franchises, property and equipment — 21,735 1,337 23,072 Purchases of property and equipment, including real estate — (110,495 ) (15,197 ) (125,692 ) Other — 2,653 271 2,924 Net cash used in investing activities — (86,107 ) (70,916 ) (157,023 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 5,040,726 — 5,040,726 Repayments on credit facility - floorplan line and other — (5,147,766 ) — (5,147,766 ) Borrowings on credit facility - acquisition line 220,020 — — 220,020 Repayment on credit facility - acquisition line (220,020 ) — — (220,020 ) Borrowings on other debt — — 37,786 37,786 Principal payments on other debt — (692 ) (31,140 ) (31,832 ) Borrowings on debt related to real estate, net of debt issue costs — 42,654 — 42,654 Principal payments on debt related to real estate — (14,941 ) (3,904 ) (18,845 ) Employee stock purchase plan purchases, net of employee tax withholdings 1,452 — — 1,452 Repurchases of common stock, amounts based on settlement date (127,606 ) — — (127,606 ) Tax effect from stock-based compensation (148 ) — — (148 ) Dividends paid (15,054 ) — — (15,054 ) Other (2,997 ) (423 ) — (3,420 ) Borrowings (repayments) with subsidiaries 241,050 (245,906 ) 4,856 — Investment in subsidiaries (212,934 ) 142,166 70,768 — Distributions to parent — — — — Net cash provided by (used in) financing activities (116,237 ) (184,182 ) 78,366 (222,053 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 2,345 2,345 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — (1,193 ) 11,074 9,881 CASH AND CASH EQUIVALENTS, beginning of period — 6,338 6,699 13,037 CASH AND CASH EQUIVALENTS, end of period $ — $ 5,145 $ 17,773 $ 22,918 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 ) 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, net of debt issue costs — — 22,430 22,430 Principal payments on debt related to real estate — (18,348 ) (2,693 ) (21,041 ) 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 — Distributions to parent — — — — Net cash provided by (used in) financing activities (127,385 ) 143,771 13,845 30,231 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (5,246 ) (5,246 ) NET INCREASE (DECREASE) 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 |