Condensed Consolidating Financial Information [Text Block] | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables include condensed consolidating financial information as of September 30, 2017 and December 31, 2016 , and for the three and nine months ended September 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% 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 September 30, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 8,646 $ 58,237 $ — $ 66,883 Contracts-in-transit and vehicle receivables, net — 213,638 74,562 — 288,200 Accounts and notes receivable, net — 139,013 48,659 — 187,672 Intercompany accounts receivable 33,508 12,451 — (45,959 ) — Inventories, net — 1,334,340 317,449 — 1,651,789 Prepaid expenses and other current assets 216 6,157 31,738 — 38,111 Total current assets 33,724 1,714,245 530,645 (45,959 ) 2,232,655 PROPERTY AND EQUIPMENT, net — 1,086,863 182,534 — 1,269,397 GOODWILL — 835,089 79,135 — 914,224 INTANGIBLE FRANCHISE RIGHTS — 259,043 35,077 — 294,120 INVESTMENT IN SUBSIDIARIES 2,971,551 — — (2,971,551 ) — OTHER ASSETS — 12,408 8,190 — 20,598 Total assets $ 3,005,275 $ 3,907,648 $ 835,581 $ (3,017,510 ) $ 4,730,994 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,063,464 $ 13,823 $ — $ 1,077,287 Offset account related to floorplan notes payable - credit facility — (46,248 ) — — (46,248 ) Floorplan notes payable — manufacturer affiliates — 267,990 131,814 — 399,804 Offset account related to floorplan notes payable - manufacturer affiliates — (22,000 ) — — (22,000 ) Current maturities of long-term debt and short-term financing 25,054 34,403 21,539 — 80,996 Current liabilities from interest rate risk management activities — 823 — — 823 Accounts payable — 214,278 222,573 — 436,851 Intercompany accounts payable 972,583 — 45,959 (1,018,542 ) — Accrued expenses — 176,196 32,574 — 208,770 Total current liabilities 997,637 1,688,906 468,282 (1,018,542 ) 2,136,283 LONG-TERM DEBT, net of current maturities 871,175 327,132 94,382 — 1,292,689 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 16,157 — — 16,157 DEFERRED INCOME TAXES AND OTHER LIABILITIES (1,100 ) 264,501 11,317 — 274,718 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,137,563 2,583,535 261,600 (2,971,551 ) 1,011,147 Intercompany note receivable — (972,583 ) — 972,583 — Total stockholders’ equity 1,137,563 1,610,952 261,600 (1,998,968 ) 1,011,147 Total liabilities and stockholders’ equity $ 3,005,275 $ 3,907,648 $ 835,581 $ (3,017,510 ) $ 4,730,994 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 September 30, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES: $ — $ 2,301,958 $ 710,334 $ — $ 3,012,292 COST OF SALES: — 1,948,390 632,482 — 2,580,872 GROSS PROFIT — 353,568 77,852 — 431,420 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 433 259,119 68,775 — 328,327 DEPRECIATION AND AMORTIZATION EXPENSE — 12,380 2,679 — 15,059 ASSET IMPAIRMENTS — 9,526 — — 9,526 INCOME (LOSS) FROM OPERATIONS (433 ) 72,543 6,398 — 78,508 OTHER EXPENSE: Floorplan interest expense — (12,014 ) (1,477 ) — (13,491 ) Other interest expense, net (16,726 ) (1,148 ) — (17,874 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (433 ) 43,803 3,773 — 47,143 BENEFIT (PROVISION) FOR INCOME TAXES 163 (16,423 ) (1,002 ) — (17,262 ) EQUITY IN EARNINGS OF SUBSIDIARIES 30,151 — — (30,151 ) — NET INCOME (LOSS) $ 29,881 $ 27,380 $ 2,771 $ (30,151 ) $ 29,881 COMPREHENSIVE INCOME — 1,454 8,399 — 9,853 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 29,881 $ 28,834 $ 11,170 $ (30,151 ) $ 39,734 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Nine Months Ended September 30, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES: $ — $ 6,393,367 $ 1,809,949 $ — $ 8,203,316 COST OF SALES: — 5,378,731 1,604,751 — 6,983,482 GROSS PROFIT — 1,014,636 205,198 — 1,219,834 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,932 733,744 179,998 — 916,674 DEPRECIATION AND AMORTIZATION EXPENSE — 35,873 6,885 — 42,758 ASSET IMPAIRMENTS — 9,526 — — 9,526 INCOME (LOSS) FROM OPERATIONS (2,932 ) 235,493 18,315 — 250,876 OTHER EXPENSE: Floorplan interest expense — (34,954 ) (3,705 ) — (38,659 ) Other interest expense, net — (49,568 ) (2,620 ) — (52,188 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (2,932 ) 150,971 11,990 — 160,029 BENEFIT (PROVISION) FOR INCOME TAXES 1,100 (55,402 ) (2,774 ) — (57,076 ) EQUITY IN EARNINGS OF SUBSIDIARIES 104,785 — — (104,785 ) — NET INCOME (LOSS) $ 102,953 $ 95,569 $ 9,216 $ (104,785 ) $ 102,953 OTHER COMPREHENSIVE INCOME, NET OF TAXES — 3,531 16,998 — 20,529 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 102,953 $ 99,100 $ 26,214 $ (104,785 ) $ 123,482 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended September 30, 2016 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, 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 (Unaudited, 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 STATEMENT OF CASH FLOWS Nine Months Ended September 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 operating activities $ 102,951 $ 188,979 $ 17,937 $ 309,867 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (62,475 ) (46,607 ) (109,082 ) Proceeds from disposition of franchises, property and equipment — 2,807 2,326 5,133 Purchases of property and equipment, including real estate — (131,622 ) (12,688 ) (144,310 ) Other — 1,526 — 1,526 Net cash used in investing activities — (189,764 ) (56,969 ) (246,733 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 5,053,598 — 5,053,598 Repayments on credit facility - floorplan line and other — (5,108,475 ) — (5,108,475 ) Borrowings on credit facility - acquisition line 68,085 — — 68,085 Repayments on credit facility - acquisition line (35,576 ) — — (35,576 ) Borrowings on other debt 25,054 — 101,262 126,316 Principal payments on other debt — (787 ) (87,914 ) (88,701 ) Borrowings on debt related to real estate — 10,156 28,875 39,031 Principal payments on debt related to real estate — (16,819 ) (4,450 ) (21,269 ) Employee stock purchase plan purchases, net of employee tax withholdings 4,196 — — 4,196 Repurchases of common stock, amounts based on settlement date (40,094 ) — — (40,094 ) Dividends paid (15,221 ) — — (15,221 ) Borrowings (repayments) with subsidiaries 74,826 (110,857 ) 36,031 — Investment in subsidiaries (184,221 ) 174,576 9,645 — Net cash provided by (used in) financing activities (102,951 ) 1,392 83,449 (18,110 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 867 867 NET INCREASE IN CASH AND CASH EQUIVALENTS — 607 45,284 45,891 CASH AND CASH EQUIVALENTS, beginning of period — 8,039 12,953 20,992 CASH AND CASH EQUIVALENTS, end of period $ — $ 8,646 $ 58,237 $ 66,883 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Nine Months Ended September 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 $ 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 Repayments 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 — 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 |