Condensed Consolidated Financial Information (Tables)

12 Months Ended

Dec. 31, 2018

Condensed Financial Information Disclosure [Abstract]

CONDENSED CONSOLIDATED BALANCE SHEETS

As of December 31, 2018

(In thousands)



	Group 1 Automotive, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Elimination			Total Company
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—	$	4,613		$	11,319	$	—		$	15,932
Contracts-in-transit and vehicle receivables, net	—		232,095			33,565		—			265,660
Accounts and notes receivable, net	—		153,871			40,110		—			193,981
Intercompany accounts receivable	31,842		21,636			—		(53,478		)	—
Inventories, net	—		1,468,422			375,637		—			1,844,059
Prepaid expenses and other current assets	992		32,118			49,624		—			82,734
Total current assets	32,834		1,912,755			510,255		(53,478		)	2,402,366
PROPERTY AND EQUIPMENT, net	—		1,124,559			223,276		—			1,347,835
GOODWILL	—		861,628			102,297		—			963,925
INTANGIBLE FRANCHISE RIGHTS	—		224,394			35,236		—			259,630
INVESTMENT IN SUBSIDIARIES	3,100,931		—			—		(3,100,931		)	—
OTHER ASSETS	—		16,165			11,154		—			27,319
Total assets	$	3,133,765	$	4,139,501		$	882,218	$	(3,154,409	)	$	5,001,075

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Floorplan notes payable — credit facility and other	$	—	$	1,251,402		$	41,050	$	—		$	1,292,452
Offset account related to floorplan notes payable - credit facility	—		(33,637		)	—		—			(33,637		)
Floorplan notes payable — manufacturer affiliates	—		276,862			141,062		—			417,924
Offset account related to floorplan notes payable - manufacturer affiliates	—		(100		)	—		—			(100		)
Current maturities of long-term debt and short-term financing	—		73,834			19,133		—			92,967
Current liabilities from interest rate risk management activities	—		115			—		—			115
Accounts payable	—		200,912			218,438		—			419,350
Intercompany accounts payable	1,164,949		—			53,478		(1,218,427		)	—
Accrued expenses	—		164,883			32,611		—			197,494
Total current liabilities	1,164,949		1,934,271			505,772		(1,218,427		)	2,386,565
LONG-TERM DEBT, net of current maturities	872,307		294,388			114,794		—			1,281,489
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES	—		1,696			—		—			1,696
DEFERRED INCOME TAXES AND OTHER LIABILITIES	815		223,022			11,794		—			235,631
STOCKHOLDERS’ EQUITY:
Group 1 stockholders’ equity	1,095,694		2,851,073			249,858		(3,100,931		)	1,095,694
Intercompany note receivable	—		(1,164,949		)	—		1,164,949			—
Total stockholders’ equity	1,095,694		1,686,124			249,858		(1,935,982		)	1,095,694
Total liabilities and stockholders’ equity	$	3,133,765	$	4,139,501		$	882,218	$	(3,154,409	)	$	5,001,075

CONDENSED CONSOLIDATED BALANCE SHEETS

As of December 31, 2017

(In thousands)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Elimination			Total Company
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—		$	10,096		$	18,691	$	—		$	28,787
Contracts-in-transit and vehicle receivables, net	—			266,788			39,645		—			306,433
Accounts and notes receivable, net	—			144,872			43,739		—			188,611
Intercompany accounts receivable	26,988			12,948			—		(39,936		)	—
Inventories, net	—			1,434,852			328,441		—			1,763,293
Prepaid expenses and other current assets	1,934			8,378			31,750		—			42,062
Total current assets	28,922			1,877,934			462,266		(39,936		)	2,329,186
PROPERTY AND EQUIPMENT, net	—			1,121,108			197,851		—			1,318,959
GOODWILL	—			835,268			77,766		—			913,034
INTANGIBLE FRANCHISE RIGHTS	—			255,980			29,652		—			285,632
INVESTMENT IN SUBSIDIARIES	2,999,407			—			—		(2,999,407		)	—
OTHER ASSETS	—			13,682			10,572		—			24,254
Total assets	$	3,028,329		$	4,103,972		$	778,107	$	(3,039,343	)	$	4,871,065

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Floorplan notes payable — credit facility and other	$	—		$	1,219,844		$	20,851	$	—		$	1,240,695
Offset account related to floorplan notes payable - credit facility	—			(86,547		)	—		—			(86,547		)
Floorplan notes payable — manufacturer affiliates	—			272,563			124,620		—			397,183
Offset account related to floorplan notes payable - manufacturer affiliates	—			(22,500		)	—		—			(22,500		)
Current maturities of long-term debt and short-term financing	24,741			31,229			21,639		—			77,609
Current liabilities from interest rate risk management activities	—			1,996			—		—			1,996
Accounts payable	—			229,470			183,511		—			412,981
Intercompany accounts payable	890,995			—			39,936		(930,931		)	—
Accrued expenses	—			150,241			26,829		—			177,070
Total current liabilities	915,736			1,796,296			417,386		(930,931		)	2,198,487
LONG-TERM DEBT, net of current maturities	865,202			360,526			92,456		—			1,318,184
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES	—			8,583			—		—			8,583
DEFERRED INCOME TAXES AND OTHER LIABILITIES	(117		)	210,216			11,430		—			221,529
STOCKHOLDERS’ EQUITY:
Group 1 stockholders’ equity	1,247,508			2,619,346			256,835		(2,999,407		)	1,124,282
Intercompany note receivable	—			(890,995		)	—		890,995			—
Total stockholders’ equity	1,247,508			1,728,351			256,835		(2,108,412		)	1,124,282
Total liabilities and stockholders’ equity	$	3,028,329		$	4,103,972		$	778,107	$	(3,039,343	)	$	4,871,065

Condensed Consolidated Statements of Operations

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31, 2018

(In thousands)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
REVENUES	$	—		$	8,723,258		$	2,878,100		$	—		$	11,601,358
COST OF SALES	—			7,331,950			2,544,315			—			9,876,265
GROSS PROFIT	—			1,391,308			333,785			—			1,725,093
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	3,388			971,923			297,746			—			1,273,057
DEPRECIATION AND AMORTIZATION EXPENSE	—			52,881			14,189			—			67,070
ASSET IMPAIRMENTS	—			43,398			485			—			43,883
INCOME (LOSS) FROM OPERATIONS	(3,388		)	323,106			21,365			—			341,083
OTHER EXPENSE:
Floorplan interest expense	—			(52,773		)	(7,109		)	—			(59,882		)
Other interest income (expense), net	—			(68,085		)	(7,713		)	—			(75,798		)
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	(3,388		)	202,248			6,543			—			205,403
BENEFIT (PROVISION) FOR INCOME TAXES	786			(44,520		)	(3,897		)	—			(47,631		)
EQUITY IN EARNINGS OF SUBSIDIARIES	160,374			—			—			(160,374		)	—
NET INCOME (LOSS)	$	157,772		$	157,728		$	2,646		$	(160,374	)	$	157,772
COMPREHENSIVE INCOME (LOSS)	—			9,760			(24,156		)	—			(14,396		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT	$	157,772		$	167,488		$	(21,510	)	$	(160,374	)	$	143,376

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31, 2017

(In thousands)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
REVENUES	$	—		$	8,680,565		$	2,443,156		$	—		$	11,123,721
COST OF SALES	—			7,315,252			2,162,960			—			9,478,212
GROSS PROFIT	—			1,365,313			280,196			—			1,645,509
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	3,381			974,413			248,401			—			1,226,195
DEPRECIATION AND AMORTIZATION EXPENSE	—			48,284			9,652			—			57,936
ASSET IMPAIRMENTS	—			12,762			6,744			—			19,506
INCOME (LOSS) FROM OPERATIONS	(3,381		)	329,854			15,399			—			341,872
OTHER EXPENSE:
Floorplan interest expense	—			(47,222		)	(5,150		)	—			(52,372		)
Other interest expense, net	—			(66,490		)	(4,007		)	—			(70,497		)
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	(3,381		)	216,142			6,242			—			219,003
BENEFIT (PROVISION) FOR INCOME TAXES	1,268			(6,947		)	118			—			(5,561		)
EQUITY IN EARNINGS OF SUBSIDIARIES	215,556			—			—			(215,556		)	—
NET INCOME (LOSS)	$	213,443		$	209,195		$	6,360		$	(215,556	)	$	213,442
COMPREHENSIVE INCOME (LOSS)	—			8,657			15,061			—			23,718
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT	$	213,443		$	217,852		$	21,421		$	(215,556	)	$	237,160

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31, 2016

(In thousands)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
REVENUES	$	—		$	8,734,673		$	2,152,939		$	—		$	10,887,612
COST OF SALES	—			7,379,323			1,913,220			—			9,292,543
GROSS PROFIT	—			1,355,350			239,719			—			1,595,069
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	2,722			954,495			213,546			—			1,170,763
DEPRECIATION AND AMORTIZATION EXPENSE	—			43,472			7,762			—			51,234
ASSET IMPAIRMENTS	—			21,794			11,044			—			32,838
INCOME (LOSS) FROM OPERATIONS	(2,722		)	335,589			7,367			—			340,234
OTHER EXPENSE:
Floorplan interest expense	—			(40,444		)	(4,483		)	—			(44,927		)
Other interest income (expense), net	—			(64,870		)	(3,066		)	—			(67,936		)
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	(2,722		)	230,275			(182		)	—			227,371
BENEFIT (PROVISION) FOR INCOME TAXES	1,020			(83,560		)	2,234			—			(80,306		)
EQUITY IN EARNINGS OF SUBSIDIARIES	148,767			—			—			(148,767		)	—
NET INCOME (LOSS)	$	147,065		$	146,715		$	2,052		$	(148,767	)	$	147,065
COMPREHENSIVE INCOME (LOSS)				10,121			(19,081		)				(8,960		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT	$	147,065		$	156,836		$	(17,029	)	$	(148,767	)	$	138,105

Condensed Consolidated Statements of Cash Flows

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2018

(In thousands)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Company
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	157,770		$	98,934		$	13,274		$	269,978
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid in acquisitions, net of cash received	—			(91,891		)	(43,452		)	(135,343		)
Proceeds from disposition of franchises, property and equipment	—			101,462			6,412			107,874
Purchases of property and equipment, including real estate	—			(97,229		)	(43,804		)	(141,033		)
Other	501			—			—			501
Net cash used in (provided by) investing activities	501			(87,658		)	(80,844		)	(168,001		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on credit facility - floorplan line and other	—			6,858,529			95,799			6,954,328
Repayments on credit facility - floorplan line and other	—			(6,797,143		)	(72,913		)	(6,870,056		)
Borrowings on credit facility - acquisition line	165,346			—			—			165,346
Repayments on credit facility - acquisition line	(158,485		)	—			—			(158,485		)
Borrowings on other debt	—			95,799			60,224			156,023
Principal payments on other debt	(24,741		)	(48,924		)	(45,124		)	(118,789		)
Borrowings on debt related to real estate	—			42,657			12,055			54,712
Principal payments on debt related to real estate	—			(77,781		)	(13,686		)	(91,467		)
Employee stock purchase plan purchases, net of employee tax withholdings	2,717			—			—			2,717
Proceeds from termination of mortgage swap	—			918			—			918
Repurchases of common stock, amounts based on settlement date	(183,918		)	—			—			(183,918		)
Dividends paid	(20,872		)	—			—			(20,872		)
Borrowings (repayments) with subsidiaries	289,432			(300,731		)	11,299			—
Investment in subsidiaries	(227,750		)	209,917			17,833			—
Net cash provided by (used in) financing activities	(158,271		)	(16,759		)	65,487			(109,543		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(3,345		)	(3,345		)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	—			(5,483		)	(5,428		)	(10,911		)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	—			10,096			19,535			29,631
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	—		$	4,613		$	14,107		$	18,720

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2017

(In thousands)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Company
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	214,595		$	(13,759	)	$	(4,321	)	$	196,515
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid in acquisitions, net of cash received	—			(62,474		)	(46,607		)	(109,081		)
Proceeds from disposition of franchises, property and equipment	—			8,345			2,363			10,708
Purchases of property and equipment, including real estate	—			(185,342		)	(30,490		)	(215,832		)
Other	—			1,607			—			1,607
Net cash provided by (used in) investing activities	—			(237,864		)	(74,734		)	(312,598		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on credit facility - floorplan line and other	—			7,019,070			—			7,019,070
Repayments on credit facility - floorplan line and other	—			(6,957,866		)	—			(6,957,866		)
Borrowings on credit facility - acquisition line	68,086			—			—			68,086
Repayment on credit facility - acquisition line	(42,278		)	—			—			(42,278		)
Borrowings on other debt	25,054			19			140,629			165,702
Principal payments on other debt	(313		)	(718		)	(120,168		)	(121,199		)
Borrowings on debt related to real estate	—			46,419			28,890			75,309
Principal payments on debt related to real estate loans	—			(22,931		)	(6,460		)	(29,391		)
Issuance of common stock to benefit plans, net	4,603			—			—			4,603
Repurchases of common stock, amounts based on settlement date	(40,094		)	—			—			(40,094		)
Dividends paid	(20,466		)	—			—			(20,466		)
Borrowings (repayments) with subsidiaries	2,892			(32,719		)	29,827			—
Investment in subsidiaries	(212,079		)	202,406			9,673			—
Net cash provided by (used in) financing activities	(214,595		)	253,680			82,391			121,476
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(8		)	(8		)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	—			2,057			3,328			5,385
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	—			8,039			16,207			24,246
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	—		$	10,096		$	19,535		$	29,631

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2016

(In thousands)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Company
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	147,065		$	238,552		$	(1,520	)	$	384,097
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	—			35,317			1,526			36,843
Purchases of property and equipment, including real estate	—			(138,263		)	(18,258		)	(156,521		)
Other	—			2,748			217			2,965
Net cash provided by (used in) investing activities	—			(100,198		)	(73,842		)	(174,040		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on credit facility - floorplan line and other	—			6,597,406			—			6,597,406
Repayments on credit facility - floorplan line and other	—			(6,676,161		)	—			(6,676,161		)
Borrowings on credit facility - acquisition line	220,020			—			—			220,020
Repayment on credit facility - acquisition line	(220,020		)	—			—			(220,020		)
Borrowings on other debt	—			—			49,972			49,972
Principal payments on other debt	—			(923		)	(45,005		)	(45,928		)
Borrowings on debt related to real estate, net of debt issue costs	(2,997		)	42,138			—			39,141
Principal payments on debt related to real estate loans	—			(20,309		)	(5,154		)	(25,463		)
Issuance of common stock to benefit plans, net	3,868			—			—			3,868
Repurchases of common stock, amounts based on settlement date	(127,606		)	—			—			(127,606		)
Tax effect from stock-based compensation	(249		)	—			—			(249		)
Dividends paid	(19,987		)	—			—			(19,987		)
Borrowings (repayments) with subsidiaries	399,151			(406,888		)	7,737			—
Investment in subsidiaries	(399,245		)	328,084			71,161			—
Net cash provided by (used in) financing activities	(147,065		)	(136,653		)	78,711			(205,007		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			2,145			2,145
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	—			1,701			5,494			7,195
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	—			6,338			10,713			17,051
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	—		$	8,039		$	16,207		$	24,246