Condensed Consolidating Financial Information (Tables)

9 Months Ended

Sep. 30, 2019

Condensed Financial Information Disclosure [Abstract]

CONDENSED CONSOLIDATED BALANCE SHEET

As of September 30, 2019

(Unaudited, in millions)



	Group 1 Automotive, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Elimination			Total Company
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—	$	4.0		$	37.0	$	—		$	41.0
Contracts-in-transit and vehicle receivables, net	—		185.9			70.3		—			256.2
Accounts and notes receivable, net	0.1		173.8			48.3		—			222.2
Intercompany accounts receivable	49.2		10.3			—		(59.5		)	—
Inventories, net	—		1,466.9			325.8		—			1,792.7
Prepaid expenses and other current assets	0.6		20.6			53.2		—			74.4
TOTAL CURRENT ASSETS	49.9		1,861.5			534.6		(59.5		)	2,386.5
Property and equipment, net of accumulated depreciation of $380.5	—		1,233.2			251.6		—			1,484.8
Operating lease assets	—		118.5			86.2		—			204.7
Goodwill	—		879.7			99.3		—			979.0
Intangible franchise rights	—		224.5			28.4		—			252.9
Investment in subsidiaries	3,282.7		—			—		(3,282.7		)	—
Other assets	—		11.9			9.2		—			21.1
TOTAL ASSETS	$	3,332.6	$	4,329.3		$	1,009.3	$	(3,342.2	)	$	5,329.0

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Floorplan notes payable — credit facility and other, net of offset account of $25.0	$	—	$	1,164.7		$	35.1	$	—		$	1,199.8
Floorplan notes payable — manufacturer affiliates, net of offset account of $0.2	—		279.3			131.2		—			410.5
Current maturities of long-term debt	—		38.0			28.0		—			66.0
Current operating lease liabilities	—		17.2			6.7		—			23.9
Accounts payable	—		211.6			271.7		—			483.3
Intercompany accounts payable	1,253.5		—			75.9		(1,329.4		)	—
Accrued expenses and other current liabilities	—		182.0			31.8		—			213.8
TOTAL CURRENT LIABILITIES	1,253.5		1,892.8			580.4		(1,329.4		)	2,397.3
Long-term debt, net of current maturities	891.4		306.7			109.9		—			1,308.0
Operating lease liabilities, net of current portion	—		109.1			86.4		—			195.5
Deferred income taxes and other liabilities	1.4		236.4			4.1		—			241.9
STOCKHOLDERS’ EQUITY:
Group 1 stockholders’ equity	1,186.3		3,054.2			228.5		(3,282.7		)	1,186.3
Intercompany note receivable	—		(1,269.9		)	—		1,269.9			—
TOTAL STOCKHOLDERS’ EQUITY	1,186.3		1,784.3			228.5		(2,012.8		)	1,186.3
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,332.6	$	4,329.3		$	1,009.3	$	(3,342.2	)	$	5,329.0

CONDENSED CONSOLIDATED BALANCE SHEET

As of December 31, 2018

(In millions)



	Group 1 Automotive, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Elimination			Total Company
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—	$	4.6		$	11.3	$	—		$	15.9
Contracts-in-transit and vehicle receivables, net	—		232.1			33.6		—			265.7
Accounts and notes receivable, net	—		153.9			40.1		—			194.0
Intercompany accounts receivable	31.9		21.6			—		(53.5		)	—
Inventories, net	—		1,468.5			375.6		—			1,844.1
Prepaid expenses and other current assets	1.0		32.1			49.6		—			82.7
TOTAL CURRENT ASSETS	32.9		1,912.8			510.2		(53.5		)	2,402.4
Property and equipment, net of accumulated depreciation of $347.3	—		1,124.5			223.3		—			1,347.8
Goodwill	—		861.6			102.3		—			963.9
Intangible franchise rights	—		224.4			35.2		—			259.6
Investment in subsidiaries	3,100.9		—			—		(3,100.9		)	—
Other assets	—		16.2			11.2		—			27.4
TOTAL ASSETS	$	3,133.8	$	4,139.5		$	882.2	$	(3,154.4	)	$	5,001.1

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Floorplan notes payable — credit facility and other, net of offset account of $33.6	$	—	$	1,217.8		$	41.1	$	—		$	1,258.9
Floorplan notes payable — manufacturer affiliates, net of offset account of $0.1	—		276.7			141.1		—			417.8
Current maturities of long-term debt	—		73.9			19.1		—			93.0
Accounts payable	—		201.0			218.4		—			419.4
Intercompany accounts payable	1,165.0		—			53.4		(1,218.4		)	—
Accrued expenses and other current liabilities	—		165.0			32.6		—			197.6
TOTAL CURRENT LIABILITIES	1,165.0		1,934.4			505.7		(1,218.4		)	2,386.7
Long-term debt, net of current maturities	872.3		294.3			114.8		—			1,281.4
Deferred income taxes and other liabilities	0.8		224.7			11.8		—			237.3
STOCKHOLDERS’ EQUITY:
Group 1 stockholders’ equity	1,095.7		2,851.0			249.9		(3,100.9		)	1,095.7
Intercompany note receivable	—		(1,164.9		)	—		1,164.9			—
TOTAL STOCKHOLDERS’ EQUITY	1,095.7		1,686.1			249.9		(1,936.0		)	1,095.7
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,133.8	$	4,139.5		$	882.2	$	(3,154.4	)	$	5,001.1

Condensed consolidating statements of income

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30, 2019

(Unaudited, in millions)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
Revenues	$	—		$	2,422.8		$	695.5		$	—		$	3,118.3
Cost of sales	—			2,035.9			616.8			—			2,652.7
Gross profit	—			386.9			78.7			—			465.6
Selling, general and administrative expenses	0.4			283.7			69.9			—			354.0
Depreciation and amortization expense	—			13.8			4.2			—			18.0
Asset impairments	—			3.3			7.0			—			10.3
Income (loss) from operations	(0.4		)	86.1			(2.4		)	—			83.3
Interest expense:
Floorplan interest expense	—			13.3			2.1			—			15.4
Other interest expense, net	—			16.6			2.3			—			18.9
Income (loss) before income taxes and equity in earnings of subsidiaries	(0.4		)	56.2			(6.8		)	—			49.0
(Benefit) provision for income taxes	(0.1		)	12.8			(1.7		)	—			11.0
Equity in earnings of subsidiaries	38.4			—			—			(38.4		)	—
Net income (loss)	$	38.1		$	43.4		$	(5.1	)	$	(38.4	)	$	38.0
Comprehensive income (loss)	(17.0		)	(5.4		)	(11.6		)	17.0			(17.0		)
Comprehensive income (loss) attributable to parent	$	21.1		$	38.0		$	(16.7	)	$	(21.4	)	$	21.0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Nine Months Ended September 30, 2019

(Unaudited, in millions)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
Revenues	$	—		$	6,764.3		$	2,168.1		$	—		$	8,932.4
Cost of sales	—			5,653.8			1,927.2			—			7,581.0
Gross profit	—			1,110.5			240.9			—			1,351.4
Selling, general and administrative expenses	3.4			801.3			215.7			—			1,020.4
Depreciation and amortization expense	—			41.3			11.7			—			53.0
Asset impairments	—			3.2			7.6			—			10.8
Income (loss) from operations	(3.4		)	264.7			5.9			—			267.2
Interest expense:
Floorplan interest expense	—			41.3			5.7			—			47.0
Other interest expense, net	—			50.4			5.4			—			55.8
Income (loss) before income taxes and equity in earnings of subsidiaries	(3.4		)	173.0			(5.2		)	—			164.4
(Benefit) provision for income taxes	(0.8		)	41.0			(1.7		)	—			38.5
Equity in earnings of subsidiaries	128.5			—			—			(128.5		)	—
Net income (loss)	$	125.9		$	132.0		$	(3.5	)	$	(128.5	)	$	125.9
Comprehensive income (loss)	(31.7		)	(19.8		)	(12.0		)	31.8			(31.7		)
Comprehensive income (loss) attributable to parent	$	94.2		$	112.2		$	(15.5	)	$	(96.7	)	$	94.2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30, 2018

(Unaudited, in millions)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Elimination			Total Company
Revenues	$	—		$	2,200.3	$	688.8		$	—		$	2,889.1
Cost of sales	—			1,847.8		606.2			—			2,454.0
Gross profit	—			352.5		82.6			—			435.1
Selling, general and administrative expenses	0.3			240.2		76.3			—			316.8
Depreciation and amortization expense	—			13.5		3.4			—			16.9
Asset impairments	—			23.2		—			—			23.2
Income (loss) from operations	(0.3		)	75.6		2.9			—			78.2
Interest expense:
Floorplan interest expense	—			12.9		1.8			—			14.7
Other interest (income) expense, net	—			17.2		1.9			—			19.1
Income (loss) before income taxes and equity in earnings of subsidiaries	(0.3		)	45.5		(0.8		)	—			44.4
(Benefit) provision for income taxes	(0.1		)	9.2		0.5			—			9.6
Equity in earnings of subsidiaries	35.0			—		—			(35.0		)	—
Net income (loss)	$	34.8		$	36.3	$	(1.3	)	$	(35.0	)	$	34.8
Comprehensive income (loss)	—			3.5		(5.9		)	—			(2.4		)
Comprehensive income (loss) attributable to parent	$	34.8		$	39.8	$	(7.2	)	$	(35.0	)	$	32.4

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Nine Months Ended September 30, 2018

(Unaudited, in millions)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Elimination			Total Company
Revenues	$	—		$	6,456.7	$	2,235.8		$	—		$	8,692.5
Cost of sales	—			5,417.9		1,981.6			—			7,399.5
Gross profit	—			1,038.8		254.2			—			1,293.0
Selling, general and administrative expenses	2.7			721.3		225.2			—			949.2
Depreciation and amortization expense	—			39.4		10.6			—			50.0
Asset impairments	—			27.4		—			—			27.4
Income (loss) from operations	(2.7		)	250.7		18.4			—			266.4
Interest expense:
Floorplan interest expense	—			38.0		5.3			—			43.3
Other interest expense, net	—			51.6		5.8			—			57.4
Income (loss) before income taxes and equity in earnings of subsidiaries	(2.7		)	161.1		7.3			—			165.7
(Benefit) provision for income taxes	(0.6		)	36.5		2.8			—			38.6
Equity in earnings of subsidiaries	129.1			—		—			(129.1		)	—
Net income (loss)	$	127.1		$	124.6	$	4.5		$	(129.1	)	$	127.1
Comprehensive income (loss)	—			16.7		(22.2		)	—			(5.5		)
Comprehensive income (loss) attributable to parent	$	127.1		$	141.3	$	(17.7	)	$	(129.1	)	$	121.6

Condensed consolidating statement of cash flows

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2019

(Unaudited, in millions)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Company
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	125.9		$	123.8		$	61.1		$	310.8
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid in acquisitions, net of cash received	—			(67.7		)	(29.3		)	(97.0		)
Proceeds from disposition of franchises, property and equipment	—			37.2			5.9			43.1
Purchases of property and equipment, including real estate	—			(114.0		)	(25.5		)	(139.5		)
Other	(0.1		)	—			—			(0.1		)
Net cash provided by (used in) investing activities	(0.1		)	(144.5		)	(48.9		)	(193.5		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on credit facility - floorplan line and other	—			5,274.6			36.6			5,311.2
Repayments on credit facility - floorplan line and other	—			(5,322.6		)	(41.7		)	(5,364.3		)
Borrowings on credit facility - acquisition line	230.5			—			—			230.5
Repayments on credit facility - acquisition line	(211.4		)	—			—			(211.4		)
Debt issue costs	—			(3.2		)	—			(3.2		)
Borrowings on other debt	—			36.6			94.2			130.8
Principal payments on other debt	—			(42.2		)	(91.5		)	(133.7		)
Borrowings on debt related to real estate, net of debt issue costs	—			74.8			—			74.8
Principal payments on debt related to real estate	—			(106.5		)	(6.3		)	(112.8		)
Employee stock purchase plan purchases, net of employee tax withholdings	2.8			—			—			2.8
Dividends paid	(14.8		)	—			—			(14.8		)
Borrowings (repayments) with subsidiaries	86.7			(111.4		)	24.7			—
Investment in subsidiaries	(219.6		)	220.0			(0.4		)	—
Net cash provided by (used in) financing activities	(125.8		)	20.1			15.6			(90.1		)
Effect of exchange rate changes on cash	—			—			(1.3		)	(1.3		)
Net increase (decrease) in cash, cash equivalents and restricted cash	—			(0.6		)	26.5			25.9
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	—			4.6			14.1			18.7
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	—		$	4.0		$	40.6		$	44.6

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2018

(Unaudited, in millions)



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Company
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	127.1		$	192.9		$	37.4		$	357.4
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid in acquisitions, net of cash received	—			(91.9		)	(43.5		)	(135.3		)
Proceeds from disposition of franchises, property and equipment	—			101.4			6.3			107.7
Purchases of property and equipment, including real estate	—			(79.5		)	(38.7		)	(118.3		)
Other	0.4			—			—			0.4
Net cash provided by (used in) investing activities	0.4			(70.0		)	(75.8		)	(145.5		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on credit facility - floorplan line and other	—			5,036.1			70.7			5,106.8
Repayments on credit facility - floorplan line and other	—			(5,124.9		)	(60.4		)	(5,185.2		)
Borrowings on credit facility - acquisition line	98.6			—			—			98.6
Repayments on credit facility - acquisition line	(91.4		)	—			—			(91.4		)
Borrowings on other debt	—			70.7			52.6			123.3
Principal payments on other debt	(24.7		)	(36.2		)	(44.6		)	(105.6		)
Borrowings on debt related to real estate, net of debt issue costs	—			42.7			12.1			54.7
Principal payments on debt related to real estate	—			(71.8		)	(11.5		)	(83.2		)
Employee stock purchase plan purchases, net of employee tax withholdings	1.5			—			—			1.5
Repurchases of common stock, amounts based on settlement date	(108.6		)	—			—			(108.6		)
Proceeds from termination of mortgage swap	—			0.9			—			0.9
Dividends paid	(16.0		)	—			—			(16.0		)
Borrowings (repayments) with subsidiaries	208.7			(219.2		)	10.5			—
Investment in subsidiaries	(195.4		)	177.6			17.8			—
Net cash provided by (used in) financing activities	(127.4		)	(124.0		)	47.2			(204.2		)
Effect of exchange rate changes on cash	—			—			(2.9		)	(2.9		)
Net increase (decrease) in cash, cash equivalents and restricted cash	—			(1.0		)	5.8			4.8
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	—			10.1			19.5			29.6
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	—		$	9.1		$	25.3		$	34.4