XML 35 R24.htm IDEA: XBRL DOCUMENT
v3.4.0.3

Condensed Consolidated Financial Information Condensed Consolidated Financial Information | 3 Months Ended
--- | ---
Mar. 31, 2016
Condensed Financial Information of Parent Company Only Disclosure [Abstract] |
Condensed Consolidating Financial Information [Text Block] | 15. CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables include condensed consolidating financial information as of March 31, 2016 and December 31, 2015, and for the three months ended March 31, 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. CONDENSED CONSOLIDATED BALANCE SHEET March 31, 2016
| Group 1 Automotive, Inc. |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Elimination |  | Total Company
| (In thousands)
ASSETS
CURRENT ASSETS: |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | — |  |  | $ | 5,366 |  |  | $ | 17,015 |  |  | $ | — |  |  | $ | 22,381 |
Contracts-in-transit and vehicle receivables, net | — |  |  | 160,229 |  |  | 49,313 |  |  | — |  |  | 209,542 |
Accounts and notes receivable, net | — |  |  | 115,308 |  |  | 38,854 |  |  | — |  |  | 154,162 |
Intercompany accounts receivable | — |  |  | 2,874 |  |  | — |  |  | (2,874 | ) |  | — |
Inventories, net | — |  |  | 1,573,643 |  |  | 252,888 |  |  | — |  |  | 1,826,531 |
Prepaid expenses and other current assets | 512 |  |  | 10,528 |  |  | 30,423 |  |  | — |  |  | 41,463 |
Total current assets | 512 |  |  | 1,867,948 |  |  | 388,493 |  |  | (2,874 | ) |  | 2,254,079 |
PROPERTY AND EQUIPMENT, net | — |  |  | 919,728 |  |  | 144,124 |  |  | — |  |  | 1,063,852 |
GOODWILL | — |  |  | 807,785 |  |  | 78,508 |  |  | — |  |  | 886,293 |
INTANGIBLE FRANCHISE RIGHTS | — |  |  | 285,660 |  |  | 34,235 |  |  | — |  |  | 319,895 |
INVESTMENT IN SUBSIDIARIES | 2,535,020 |  |  | — |  |  | — |  |  | (2,535,020 | ) |  | — |
OTHER ASSETS | — |  |  | 5,676 |  |  | 4,051 |  |  | — |  |  | 9,727 |
Total assets | $ | 2,535,532 |  |  | $ | 3,886,797 |  |  | $ | 649,411 |  |  | $ | (2,537,894 | ) |  | $ | 4,533,846 |
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: |  |  |  |  |  |  |  |  |
Floorplan notes payable — credit facility and other | $ | — |  |  | $ | 1,237,352 |  |  | $ | 2,440 |  |  | $ | — |  |  | $ | 1,239,792 |
Offset account related to floorplan notes payable - credit facility | — |  |  | (104,081 | ) |  | — |  |  | — |  |  | (104,081 | )
Floorplan notes payable — manufacturer affiliates | — |  |  | 324,274 |  |  | 113,398 |  |  | — |  |  | 437,672 |
Offset account related to floorplan notes payable - manufacturer affiliates | — |  |  | (30,000 | ) |  | — |  |  | — |  |  | (30,000 | )
Current maturities of long-term debt and short-term financing | — |  |  | 21,812 |  |  | 15,694 |  |  | — |  |  | 37,506 |
Accounts payable | — |  |  | 167,504 |  |  | 160,090 |  |  | — |  |  | 327,594 |
Intercompany accounts payable | 643,837 |  |  | — |  |  | 2,874 |  |  | (646,711 | ) |  | — |
Accrued expenses | — |  |  | 169,222 |  |  | 25,648 |  |  | — |  |  | 194,870 |
Total current liabilities | 643,837 |  |  | 1,786,083 |  |  | 320,144 |  |  | (646,711 | ) |  | 2,103,353 |
LONG-TERM DEBT, net of current maturities | 834,495 |  |  | 351,901 |  |  | 70,283 |  |  | — |  |  | 1,256,679 |
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES | — |  |  | 43,122 |  |  | — |  |  | — |  |  | 43,122 |
DEFERRED INCOME TAXES AND OTHER LIABILITIES | (451 | ) |  | 207,756 |  |  | 10,594 |  |  | — |  |  | 217,899 |
STOCKHOLDERS’ EQUITY: |  |  |  |  |  |  |  |  |
Group 1 stockholders’ equity | 1,057,651 |  |  | 2,141,772 |  |  | 248,390 |  |  | (2,535,020 | ) |  | 912,793 |
Intercompany note receivable | — |  |  | (643,837 | ) |  | — |  |  | 643,837 |  |  | — |
Total stockholders’ equity | 1,057,651 |  |  | 1,497,935 |  |  | 248,390 |  |  | (1,891,183 | ) |  | 912,793 |
Total liabilities and stockholders’ equity | $ | 2,535,532 |  |  | $ | 3,886,797 |  |  | $ | 649,411 |  |  | $ | (2,537,894 | ) |  | $ | 4,533,846 |
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 March 31, 2016
| Group 1 Automotive, Inc. |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Elimination |  | Total Company
| (In thousands)
REVENUES: | $ | — |  |  | $ | 2,081,633 |  |  | $ | 526,722 |  |  | $ | — |  |  | $ | 2,608,355 |
COST OF SALES: | — |  |  | 1,748,923 |  |  | 470,331 |  |  | — |  |  | 2,219,254 |
GROSS PROFIT | — |  |  | 332,710 |  |  | 56,391 |  |  | — |  |  | 389,101 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 1,203 |  |  | 243,014 |  |  | 49,447 |  |  | — |  |  | 293,664 |
DEPRECIATION AND AMORTIZATION EXPENSE | — |  |  | 10,596 |  |  | 1,868 |  |  | — |  |  | 12,464 |
ASSET IMPAIRMENTS | — |  |  | 509 |  |  | 423 |  |  | — |  |  | 932 |
INCOME FROM OPERATIONS | (1,203 | ) |  | 78,591 |  |  | 4,653 |  |  | — |  |  | 82,041 |
OTHER EXPENSE: |  |  |  |  |  |  |  |  |
Floorplan interest expense | — |  |  | (10,048 | ) |  | (962 | ) |  | — |  |  | (11,010 | )
Other interest expense, net | — |  |  | (16,052 | ) |  | (877 | ) |  | — |  |  | (16,929 | )
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES | (1,203 | ) |  | 52,491 |  |  | 2,814 |  |  | — |  |  | 54,102 |
BENEFIT (PROVISION) FOR INCOME TAXES | 450 |  |  | (19,281 | ) |  | (980 | ) |  | — |  |  | (19,811 | )
EQUITY IN EARNINGS OF SUBSIDIARIES | 35,044 |  |  | — |  |  | — |  |  | (35,044 | ) |  | — |
NET INCOME (LOSS) | $ | 34,291 |  |  | $ | 33,210 |  |  | $ | 1,834 |  |  | $ | (35,044 | ) |  | $ | 34,291 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES | — |  |  | (9,027 | ) |  | 2,155 |  |  | — |  |  | (6,872 | )
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | $ | 34,291 |  |  | $ | 24,183 |  |  | $ | 3,989 |  |  | $ | (35,044 | ) |  | $ | 27,419 |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended March 31, 2015
| Group 1 Automotive, Inc. |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Elimination |  | Total Company
| (In thousands)
REVENUES: | $ | — |  |  | $ | 1,998,500 |  |  | $ | 434,354 |  |  | $ | — |  |  | $ | 2,432,854 |
COST OF SALES: | — |  |  | 1,684,012 |  |  | 384,958 |  |  | — |  |  | 2,068,970 |
GROSS PROFIT | — |  |  | 314,488 |  |  | 49,396 |  |  | — |  |  | 363,884 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 1,231 |  |  | 227,472 |  |  | 42,766 |  |  | — |  |  | 271,469 |
DEPRECIATION AND AMORTIZATION EXPENSE | — |  |  | 10,118 |  |  | 1,566 |  |  | — |  |  | 11,684 |
ASSET IMPAIRMENTS | — |  |  | — |  |  | — |  |  | — |  |  | — |
INCOME FROM OPERATIONS | (1,231 | ) |  | 76,898 |  |  | 5,064 |  |  | — |  |  | 80,731 |
OTHER EXPENSE: |  |  |  |  |  |  |  |  |
Floorplan interest expense | — |  |  | (8,519 | ) |  | (829 | ) |  | — |  |  | (9,348 | )
Other interest expense, net | 592 |  |  | (12,723 | ) |  | (1,780 | ) |  | — |  |  | (13,911 | )
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES | (639 | ) |  | 55,656 |  |  | 2,455 |  |  | — |  |  | 57,472 |
BENEFIT (PROVISION) FOR INCOME TAXES | 240 |  |  | (20,602 | ) |  | (1,295 | ) |  | — |  |  | (21,657 | )
EQUITY IN EARNINGS OF SUBSIDIARIES | 36,214 |  |  | — |  |  | — |  |  | (36,214 | ) |  | — |
NET INCOME (LOSS) | $ | 35,815 |  |  | $ | 35,054 |  |  | $ | 1,160 |  |  | $ | (36,214 | ) |  | $ | 35,815 |
OTHER COMPREHENSIVE LOSS, NET OF TAXES | — |  |  | (4,546 | ) |  | (30,594 | ) |  | — |  |  | (35,140 | )
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT | $ | 35,815 |  |  | $ | 30,508 |  |  | $ | (29,434 | ) |  | $ | (36,214 | ) |  | $ | 675 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended March 31, 2016
| 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 | $ | 34,292 |  |  | $ | 85,665 |  |  | $ | (3,882 | ) |  | $ | 116,075 |
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |
Cash paid in acquisitions, net of cash received | — |  |  | — |  |  | (51,110 | ) |  | (51,110 | )
Proceeds from disposition of franchises, property and equipment | — |  |  | 12,681 |  |  | 1,190 |  |  | 13,871 |
Purchases of property and equipment, including real estate | — |  |  | (29,121 | ) |  | (4,581 | ) |  | (33,702 | )
Other | — |  |  | (255 | ) |  | 149 |  |  | (106 | )
Net cash used in investing activities | — |  |  | (16,695 | ) |  | (54,352 | ) |  | (71,047 | )
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |
Borrowings on credit facility - floorplan line and other | — |  |  | 1,648,527 |  |  | — |  |  | 1,648,527 |
Repayments on credit facility - floorplan line and other | — |  |  | (1,666,103 | ) |  | — |  |  | (1,666,103 | )
Borrowings on credit facility - acquisition line | 40,000 |  |  | — |  |  | — |  |  | 40,000 |
Repayment on credit facility - acquisition line | (40,000 | ) |  | — |  |  | — |  |  | (40,000 | )
Borrowings on other debt | — |  |  | — |  |  | 7,415 |  |  | 7,415 |
Principal payments on other debt | — |  |  | (230 | ) |  | (12,538 | ) |  | (12,768 | )
Borrowings on debt related to real estate, net of debt issue costs | — |  |  | 30,331 |  |  | — |  |  | 30,331 |
Principal payments on debt related to real estate | — |  |  | (4,325 | ) |  | (1,213 | ) |  | (5,538 | )
Employee stock purchase plan purchases, net of employee tax withholdings | (1,243 | ) |  | — |  |  | — |  |  | (1,243 | )
Repurchases of common stock, amounts based on settlement date | (31,945 | ) |  | — |  |  | — |  |  | (31,945 | )
Tax effect from stock-based compensation | — |  |  | (53 | ) |  | — |  |  | (53 | )
Dividends paid | (5,148 | ) |  | — |  |  | — |  |  | (5,148 | )
Borrowings (repayments) with subsidiaries | 150,983 |  |  | (152,665 | ) |  | 1,682 |  |  | — |
Investment in subsidiaries | (146,939 | ) |  | 74,576 |  |  | 72,363 |  |  | — |
Distributions to parent | — |  |  | — |  |  | — |  |  | — |
Net cash (used in) provided by financing activities | (34,292 | ) |  | (69,942 | ) |  | 67,709 |  |  | (36,525 | )
EFFECT OF EXCHANGE RATE CHANGES ON CASH | — |  |  | — |  |  | 841 |  |  | 841 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | — |  |  | (972 | ) |  | 10,316 |  |  | 9,344 |
CASH AND CASH EQUIVALENTS, beginning of period | — |  |  | 6,338 |  |  | 6,699 |  |  | 13,037 |
CASH AND CASH EQUIVALENTS, end of period | $ | — |  |  | $ | 5,366 |  |  | $ | 17,015 |  |  | $ | 22,381 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended March 31, 2015
| Group 1 Automotive, Inc. |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Total Company
| (In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |  |
Net cash (used in) provided by operating activities | $ | (399 | ) |  | $ | 57,971 |  |  | $ | 595 |  |  | $ | 58,167 |
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |
Cash paid in acquisitions, net of cash received | — |  |  | (50,142 | ) |  | — |  |  | (50,142 | )
Proceeds from disposition of franchises, property and equipment | — |  |  | 816 |  |  | 355 |  |  | 1,171 |
Purchases of property and equipment, including real estate | — |  |  | (16,949 | ) |  | (6,208 | ) |  | (23,157 | )
Other | — |  |  | 287 |  |  | — |  |  | 287 |
Net cash used in investing activities | — |  |  | (65,988 | ) |  | (5,853 | ) |  | (71,841 | )
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |
Borrowings on credit facility - floorplan line and other | — |  |  | 1,597,034 |  |  | — |  |  | 1,597,034 |
Repayments on credit facility - floorplan line and other | — |  |  | (1,641,072 | ) |  | — |  |  | (1,641,072 | )
Borrowings on credit facility - acquisition line | 189,933 |  |  | — |  |  | — |  |  | 189,933 |
Repayment on credit facility - acquisition line | (135,907 | ) |  | — |  |  | — |  |  | (135,907 | )
Borrowings on other debt | — |  |  | — |  |  | 13,678 |  |  | 13,678 |
Principal payments on other debt | — |  |  | — |  |  | (10,644 | ) |  | (10,644 | )
Borrowings on debt related to real estate, net of debt issue costs | — |  |  | — |  |  | 17,600 |  |  | 17,600 |
Principal payments on debt related to real estate | — |  |  | (5,938 | ) |  | (520 | ) |  | (6,458 | )
Employee stock purchase plan purchases, net of employee tax withholdings | (2,140 | ) |  | — |  |  | — |  |  | (2,140 | )
Repurchases of common stock, amounts based on settlement date | (16,175 | ) |  | — |  |  | — |  |  | (16,175 | )
Tax effect from stock-based compensation | — |  |  | 1,004 |  |  | — |  |  | 1,004 |
Dividends paid | (4,892 | ) |  | — |  |  | — |  |  | (4,892 | )
Borrowings (repayments) with subsidiaries | 9,831 |  |  | 9,239 |  |  | (19,070 | ) |  | — |
Investment in subsidiaries | (40,251 | ) |  | 26,820 |  |  | 13,431 |  |  | — |
Distributions to parent | — |  |  | — |  |  | — |  |  | — |
Net cash provided by (used in) financing activities | 399 |  |  | (12,913 | ) |  | 14,475 |  |  | 1,961 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | — |  |  | — |  |  | (2,983 | ) |  | (2,983 | )
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | — |  |  | (20,930 | ) |  | 6,234 |  |  | (14,696 | )
CASH AND CASH EQUIVALENTS, beginning of period | — |  |  | 25,379 |  |  | 15,596 |  |  | 40,975 |
CASH AND CASH EQUIVALENTS, end of period | $ | — |  |  | $ | 4,449 |  |  | $ | 21,830 |  |  | $ | 26,279 |

X
- References No definition available. + Details
Name: | us-gaap_CondensedFinancialInformationOfParentCompanyOnlyDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for condensed financial statements. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 10 -Paragraph f -Article 3 + Details
Name: | us-gaap_CondensedFinancialStatementsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration