Condensed Consolidating Financial Information [Text Block] | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables include condensed consolidating financial information as of June 30, 2017 and December 31, 2016 , and for the three and six months ended June 30, 2017 and 2016 , 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 wholly 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 June 30, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 5,878 $ 20,695 $ — $ 26,573 Contracts-in-transit and vehicle receivables, net — 165,502 51,876 — 217,378 Accounts and notes receivable, net — 125,375 33,167 — 158,542 Intercompany accounts receivable 32,509 10,115 — (42,624 ) — Inventories, net — 1,539,571 264,338 — 1,803,909 Prepaid expenses and other current assets 477 7,152 79,841 — 87,470 Total current assets 32,986 1,853,593 449,917 (42,624 ) 2,293,872 PROPERTY AND EQUIPMENT, net — 1,023,669 143,676 — 1,167,345 GOODWILL — 805,924 72,852 — 878,776 INTANGIBLE FRANCHISE RIGHTS — 260,534 25,155 — 285,689 INVESTMENT IN SUBSIDIARIES 2,878,385 — — (2,878,385 ) — OTHER ASSETS — 13,470 5,433 — 18,903 Total assets $ 2,911,371 $ 3,957,190 $ 697,033 $ (2,921,009 ) $ 4,644,585 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,202,663 $ 11,421 $ — $ 1,214,084 Offset account related to floorplan notes payable - credit facility — (55,579 ) — — (55,579 ) Floorplan notes payable — manufacturer affiliates — 297,651 132,968 — 430,619 Offset account related to floorplan notes payable - manufacturer affiliates — (21,000 ) — — (21,000 ) Current maturities of long-term debt and short-term financing — 33,978 19,206 — 53,184 Current liabilities from interest rate risk management activities — 1,626 — — 1,626 Accounts payable — 185,036 145,711 — 330,747 Intercompany accounts payable 934,759 — 42,624 (977,383 ) — Accrued expenses — 145,092 28,081 — 173,173 Total current liabilities 934,759 1,789,467 380,011 (977,383 ) 2,126,854 LONG-TERM DEBT, net of current maturities 869,633 323,769 70,443 — 1,263,845 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 18,065 — — 18,065 DEFERRED INCOME TAXES AND OTHER LIABILITIES (937 ) 259,357 5,753 — 264,173 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,107,916 2,501,291 240,826 (2,878,385 ) 971,648 Intercompany note receivable — (934,759 ) — 934,759 — Total stockholders’ equity 1,107,916 1,566,532 240,826 (1,943,626 ) 971,648 Total liabilities and stockholders’ equity $ 2,911,371 $ 3,957,190 $ 697,033 $ (2,921,009 ) $ 4,644,585 CONDENSED CONSOLIDATED BALANCE SHEET December 31, 2016 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 8,039 $ 12,953 $ — $ 20,992 Contracts-in-transit and vehicle receivables, net — 241,097 28,411 — 269,508 Accounts and notes receivable, net — 140,985 32,379 — 173,364 Intercompany accounts receivable — 8,929 — (8,929 ) — Inventories, net — 1,386,871 264,944 — 1,651,815 Prepaid expenses and other current assets 516 7,188 27,204 — 34,908 Total current assets 516 1,793,109 365,891 (8,929 ) 2,150,587 PROPERTY AND EQUIPMENT, net — 990,084 135,799 — 1,125,883 GOODWILL — 805,935 70,828 — 876,763 INTANGIBLE FRANCHISE RIGHTS — 260,534 24,342 — 284,876 INVESTMENT IN SUBSIDIARIES 2,787,328 — — (2,787,328 ) — OTHER ASSETS — 19,313 4,481 — 23,794 Total assets $ 2,787,844 $ 3,868,975 $ 601,341 $ (2,796,257 ) $ 4,461,903 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,131,718 $ 4,936 $ — $ 1,136,654 Offset account related to floorplan notes payable - credit facility — (59,626 ) — — (59,626 ) Floorplan notes payable — manufacturer affiliates — 281,747 110,914 — 392,661 Offset account related to floorplan notes payable - manufacturer affiliates — (25,500 ) — — (25,500 ) Current maturities of long-term debt and short-term financing — 44,659 27,760 — 72,419 Current liabilities from interest rate risk management activities — 3,941 — — 3,941 Accounts payable — 211,050 145,049 — 356,099 Intercompany accounts payable 875,662 — 8,929 (884,591 ) — Accrued expenses — 156,648 19,821 — 176,469 Total current liabilities 875,662 1,744,637 317,409 (884,591 ) 2,053,117 LONG-TERM DEBT, net of current maturities 836,056 324,540 52,213 — 1,212,809 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 20,470 — — 20,470 DEFERRED INCOME TAXES AND OTHER LIABILITIES (1,020 ) 240,348 5,979 — 245,307 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,077,146 2,414,642 225,740 (2,787,328 ) 930,200 Intercompany note receivable — (875,662 ) — 875,662 — Total stockholders’ equity 1,077,146 1,538,980 225,740 (1,911,666 ) 930,200 Total liabilities and stockholders’ equity $ 2,787,844 $ 3,868,975 $ 601,341 $ (2,796,257 ) $ 4,461,903 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 COMPREHENSIVE INCOME (LOSS) — (581 ) 4,462 — 3,881 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 39,134 $ 35,427 $ 7,920 $ (39,467 ) $ 43,014 CONDENSED CONSOLIDATED STATEMENTS OF INCOME 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, NET OF TAXES — 2,076 8,600 — 10,676 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 73,072 $ 70,265 $ 15,045 $ (74,634 ) $ 83,748 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended June 30, 2016 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES: $ — $ 2,207,383 $ 575,066 $ — $ 2,782,449 COST OF SALES: — 1,862,787 509,543 — 2,372,330 GROSS PROFIT — 344,596 65,523 — 410,119 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 605 243,312 55,105 — 299,022 DEPRECIATION AND AMORTIZATION EXPENSE — 10,642 2,071 — 12,713 ASSET IMPAIRMENTS — 1,024 — — 1,024 INCOME (LOSS) FROM OPERATIONS (605 ) 89,618 8,347 — 97,360 OTHER EXPENSE: Floorplan interest expense — (10,402 ) (1,191 ) — (11,593 ) Other interest expense, net — (16,072 ) (633 ) — (16,705 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (605 ) 63,144 6,523 — 69,062 BENEFIT (PROVISION) FOR INCOME TAXES 227 (23,081 ) 372 — (22,482 ) EQUITY IN EARNINGS OF SUBSIDIARIES 46,958 — — (46,958 ) — NET INCOME (LOSS) $ 46,580 $ 40,063 $ 6,895 $ (46,958 ) $ 46,580 OTHER COMPREHENSIVE LOSS, NET OF TAXES — (3,480 ) (6,068 ) — (9,548 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 46,580 $ 36,583 $ 827 $ (46,958 ) $ 37,032 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Six Months Ended June 30, 2016 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES: $ — $ 4,289,016 $ 1,101,788 $ — $ 5,390,804 COST OF SALES: — 3,611,709 979,874 — 4,591,583 GROSS PROFIT — 677,307 121,914 — 799,221 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,808 486,327 104,552 — 592,687 DEPRECIATION AND AMORTIZATION EXPENSE — 21,238 3,939 — 25,177 ASSET IMPAIRMENTS — 1,533 423 — 1,956 INCOME (LOSS) FROM OPERATIONS (1,808 ) 168,209 13,000 — 179,401 OTHER EXPENSE: Floorplan interest expense — (20,450 ) (2,153 ) — (22,603 ) Other interest expense, net — (32,124 ) (1,510 ) — (33,634 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (1,808 ) 115,635 9,337 — 123,164 BENEFIT (PROVISION) FOR INCOME TAXES 677 (42,362 ) (608 ) — (42,293 ) EQUITY IN EARNINGS OF SUBSIDIARIES 82,002 — — (82,002 ) — NET INCOME (LOSS) $ 80,871 $ 73,273 $ 8,729 $ (82,002 ) $ 80,871 OTHER COMPREHENSIVE LOSS, NET OF TAXES — (12,507 ) (3,913 ) — (16,420 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 80,871 $ 60,766 $ 4,816 $ (82,002 ) $ 64,451 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 ) $ 14,167 $ 54,685 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 AND CASH EQUIVALENTS — (2,161 ) 7,742 5,581 CASH AND CASH EQUIVALENTS, beginning of period — 8,039 12,953 20,992 CASH AND CASH EQUIVALENTS, end of period $ — $ 5,878 $ 20,695 $ 26,573 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2016 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 $ 80,872 $ 88,538 $ 3,457 $ 172,867 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — — (54,739 ) (54,739 ) Proceeds from disposition of franchises, property and equipment — 12,728 1,257 13,985 Purchases of property and equipment, including real estate — (59,894 ) (10,378 ) (70,272 ) Deposits for real estate and dealership acquisitions — (193 ) — (193 ) Other — 3,200 149 3,349 Net cash used in investing activities — (44,159 ) (63,711 ) (107,870 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 3,373,126 — 3,373,126 Repayments on credit facility - floorplan line and other — (3,325,917 ) — (3,325,917 ) Borrowings on credit facility - acquisition line 150,020 — — 150,020 Repayments on credit facility - acquisition line (140,020 ) — — (140,020 ) Borrowings on other debt — — 19,653 19,653 Principal payments on other debt — (461 ) (21,787 ) (22,248 ) Borrowings on debt related to real estate, net of debt issue costs — 30,754 — 30,754 Principal payments on debt related to real estate — (9,611 ) (2,604 ) (12,215 ) Employee stock purchase plan purchases, net of employee tax withholdings 136 — — 136 Repurchases of common stock, amounts based on settlement date (115,246 ) — — (115,246 ) Tax effect from stock-based compensation (85 ) — — (85 ) Dividends paid (10,124 ) — — (10,124 ) Other (2,736 ) (423 ) — (3,159 ) Borrowings (repayments) with subsidiaries 233,120 (236,314 ) 3,194 — Investment in subsidiaries (195,937 ) 123,624 72,313 — Net cash provided by (used in) financing activities (80,872 ) (45,222 ) 70,769 (55,325 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 2,256 2,256 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — (843 ) 12,771 11,928 CASH AND CASH EQUIVALENTS, beginning of period — 6,338 6,699 13,037 CASH AND CASH EQUIVALENTS, end of period $ — $ 5,495 $ 19,470 $ 24,965 |