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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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76-0506313
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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800 Gessner, Suite 500
Houston, Texas 77024
(Address of principal executive
offices, including zip code)
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(713) 647-5700
(Registrant’s telephone
number, including area code)
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Title of each class
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Name of exchange on which registered
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Common stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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þ
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¨
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Accelerated filer
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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¨
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Smaller reporting company
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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our future operating performance;
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•
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our ability to maintain or improve our margins;
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operating cash flows and availability of capital;
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the completion of future acquisitions;
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the future revenues of acquired dealerships;
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future stock repurchases and dividends;
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future capital expenditures;
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changes in sales volumes and availability of credit for customer financing in new and used vehicles and sales volumes in the parts and service markets;
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business trends in the retail automotive industry, including the level of manufacturer incentives, new and used vehicle retail sales volume, customer demand, interest rates and changes in industry-wide inventory levels; and
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availability of financing for inventory, working capital, real estate and capital expenditures.
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sustained growth of our higher margin parts and service business with an emphasis on service customer satisfaction and retention;
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capture of additional new and used vehicle retail market share;
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improve efficiencies and further leverage our cost base;
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further implementation of an operating model with greater commonality of key operating processes, systems and training that support the extension of best practices and the leveraging of scale as well as promote customer satisfaction; and
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enhancement of our current dealership portfolio by strategic acquisitions and improving or disposing of underperforming dealerships.
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Region
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Geographic Market
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Percentage of Our New Vehicle Retail Units Sold During the Year Ended December 31, 2012
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As of December 31, 2012
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Number of
Dealerships
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Number of
Franchises
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East
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Massachusetts
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9.1
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%
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7
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7
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New Jersey
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5.1
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7
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7
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Georgia
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3.6
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5
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6
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New York
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3.3
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4
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5
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New Hampshire
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2.8
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3
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3
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Louisiana
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2.5
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4
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5
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Mississippi
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2.0
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3
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3
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South Carolina
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1.8
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4
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4
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Florida
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1.4
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4
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4
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Alabama
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1.0
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2
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2
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Maryland
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0.7
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2
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2
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33.3
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45
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48
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West
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Texas
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36.7
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38
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55
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California
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14.6
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12
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16
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Oklahoma
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7.8
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12
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19
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Kansas
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1.4
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4
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4
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60.5
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66
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94
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International
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United Kingdom
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6.2
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10
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15
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Total
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100.0
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%
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121
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157
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•
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manufacturer dealer incentives;
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•
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the resale of any used vehicle trade-in purchased by the dealership;
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the sale of third-party finance, vehicle service and insurance contracts in connection with the retail sale;
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the sale of accessories or after-market products; and
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the service and repair of the vehicle both during and after the warranty period.
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New Vehicle
Revenues
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New Vehicle
Unit Sales
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% of Total
Units Sold
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Franchises Owned
as of
December 31, 2012
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(In thousands)
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Toyota
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$
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893,159
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32,738
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25.4
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%
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14
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Nissan
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365,939
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13,646
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10.6
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10
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Honda
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282,172
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11,361
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8.8
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9
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Volkswagen
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120,730
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4,698
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3.7
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8
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Hyundai
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79,209
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3,314
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2.6
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6
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Subaru
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21,464
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842
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0.7
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1
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Scion
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19,185
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944
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0.7
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N/A
(1)
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Mazda
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16,968
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728
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0.6
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1
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Kia
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15,575
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636
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0.5
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3
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Fiat
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4,232
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104
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0.1
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1
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Total import
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1,818,633
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69,011
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53.7
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53
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BMW
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554,841
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10,824
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8.3
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17
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Mercedes-Benz
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355,770
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6,248
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4.8
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6
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Lexus
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249,669
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5,269
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4.1
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3
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Audi
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149,714
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3,674
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2.9
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7
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Acura
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109,474
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2,941
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2.3
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4
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MINI
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97,215
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3,705
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2.9
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10
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Infiniti
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41,095
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992
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0.8
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1
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Cadillac
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32,180
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640
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0.5
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1
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Volvo
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28,388
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740
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0.6
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1
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Lincoln
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13,996
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298
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0.2
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2
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Sprinter
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6,175
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147
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0.1
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2
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Maybach
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5,653
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12
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—
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N/A
(2)
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Porsche
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5,475
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|
|
67
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0.1
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|
|
1
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smart
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2,950
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206
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0.2
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|
1
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Total luxury
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1,652,595
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35,763
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27.8
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|
56
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Ford
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406,664
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11,659
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9.0
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|
11
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Chevrolet
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139,054
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4,116
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3.2
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5
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Jeep
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75,972
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2,332
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1.8
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6
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GMC
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68,848
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1,759
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1.4
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4
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RAM
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48,108
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1,308
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1.0
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6
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Dodge
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34,367
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1,223
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1.0
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|
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6
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Buick
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26,165
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|
|
722
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0.6
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|
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4
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Chrysler
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20,692
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|
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657
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0.5
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|
6
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Total domestic
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819,870
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23,776
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18.5
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48
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Total
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$
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4,291,098
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128,550
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100.0
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%
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157
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(1)
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The Scion brand is not considered a separate franchise, but rather is governed by our Toyota franchise agreements. We sell the Scion brand at all of our Toyota franchised locations.
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(2)
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Franchise was disposed as of
December 31, 2012
.
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For the Year Ended December 31,
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2012
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% of
Total
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2011
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% of
Total
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2010
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% of
Total
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Toyota
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38,951
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30.3
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%
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30,975
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30.4
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%
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34,614
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35.5
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%
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Nissan
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|
14,638
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|
|
11.4
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|
13,957
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|
13.7
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|
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13,734
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14.1
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BMW
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14,529
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11.3
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13,357
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13.1
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11,571
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|
11.9
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|
Honda
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14,302
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11.1
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|
|
10,870
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|
|
10.7
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|
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11,733
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|
|
12.0
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Ford
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11,957
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|
|
9.3
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|
|
9,075
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|
|
8.9
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|
|
7,631
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|
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7.8
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Volkswagen
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8,439
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6.6
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|
2,800
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|
|
2.7
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1,548
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1.6
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General Motors
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7,237
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|
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5.6
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5,723
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5.6
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|
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3,932
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|
|
4.0
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Daimler
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6,613
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|
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5.1
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|
|
5,992
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|
|
5.9
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|
|
5,643
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|
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5.8
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Chrysler
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|
5,624
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|
|
4.4
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|
|
4,642
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|
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4.5
|
|
|
2,960
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|
|
3.0
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Hyundai
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|
3,950
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|
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3.1
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|
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2,213
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2.2
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|
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1,812
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|
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1.9
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Other
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2,310
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|
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1.8
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2,418
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2.3
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2,333
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2.4
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Total
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128,550
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100.0
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%
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102,022
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|
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100.0
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%
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|
97,511
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|
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100.0
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%
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•
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Focus on Customer Relationships; Emphasize Preventative Maintenance.
Our dealerships seek to retain new and used vehicle customers as customers of our parts and service departments. To accomplish this goal, we use computer systems that track customers’ maintenance records and provide advance notice to owners of vehicles purchased or serviced at our dealerships when their vehicles are due for periodic service. Our use of computer-based customer relationship management tools increases the reach and effectiveness of our marketing efforts, allowing us to target our promotional offerings to areas in which service capacity is under-utilized or profit margins are greatest. We continue to train our service personnel to establish relationships with their service customers to promote a long-term business relationship. And, we are focused on enhancing access to our service facilities by providing customers with readily-accessible means to schedule service appointments. We believe our parts and service activities are an integral part of the customer service experience, allowing us to create ongoing relationships with our dealerships’ customers thereby deepening customer loyalty to the dealership as a whole.
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•
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Sell Vehicle Service Contracts in Conjunction with Vehicle Sales.
Our finance and insurance sales departments attempt to connect new and used vehicle customers with vehicle service contracts, and thereby secure repeat customer business for our parts and service departments.
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Efficient Management of Parts Inventory.
Our dealerships’ parts departments support their sales and service departments, selling factory-approved parts for the vehicle makes and models sold by a particular dealership. Parts are either used in repairs made in the service department, sold at retail to customers, or sold at wholesale to independent repair shops and other franchised dealerships. Our dealerships also frequently share parts with each other. Our dealerships employ parts managers who oversee parts inventories and sales. Software programs are used to monitor parts inventory, maximize sales, avoid obsolete and unused parts, and take advantage of manufacturer return procedures.
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•
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extended warranties;
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maintenance, or vehicle service, products and programs;
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•
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guaranteed asset protection insurance, which covers the shortfall between a customer’s contract balance and insurance payoff in the event of a total vehicle loss; and
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lease “wear and tear” insurance.
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enhancing brand and geographic diversity with a primary focus on import and luxury brands;
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•
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creating economies of scale;
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•
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delivering a targeted return on investment; and
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eliminating underperforming dealerships.
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purchased 41 franchises with expected annual revenues, estimated at the time of acquisition, of $1.6 billion;
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disposed of or terminated 41 franchises with annual revenues of approximately $503.6 million; and
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were granted nine new franchises by vehicle manufacturers with expected annual revenues, estimated at the time of grant, of $119.7 million.
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expand into geographic areas we currently do not serve;
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expand our brand, product, and service offerings in our existing markets;
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•
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capitalize on economies of scale in our existing markets; and/or
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increase operating efficiency and cost savings in areas such as used vehicle sourcing, advertising, purchasing, data processing, personnel utilization, and the cost of floorplan financing.
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•
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the rate of return on our capital investment over a period of time;
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•
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location of the dealership in relation to existing markets and our ability to leverage our cost structure;
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•
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potential future capital investment requirements;
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•
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the franchise; and
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•
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existing real estate obligations, coupled with our ability to exit those obligations or identify an alternate use.
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•
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$856.7 million
under the Floorplan Line of our Revolving Credit Facility;
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•
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$262.9 million
of future commitments under various operating leases;
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•
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$226.2 million
of term loans, entered into independently with four of our manufacturer-affiliated finance partners, Toyota Motor Credit Corporation (“TMCC”), Mercedes-Benz Financial Services USA LLC (“MBFS”), BMW Financial Services NA, LLC (“BMWFS”), and Ford Motor Credit Company ("FMCC"), as well as other third-party financial institutions, primarily to finance real estate;
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•
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$152.4 million
in carrying value of 2.25% convertible senior notes due 2036 (“2.25% Notes”);
|
•
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$80.7 million
in carrying value of 3.00% convertible senior notes due 2020 (“3.00% Notes”);
|
•
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$143.0 million
under our FMCC Facility;
|
•
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$68.9 million
under floorplan notes payable to various manufacturer affiliates for foreign and rental vehicles;
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•
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$56.7 million
under our five-year real estate credit facility (“Mortgage Facility”);
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•
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$38.2 million
of capital lease obligations related to real estate, as well as $32.1 million of estimated interest;
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•
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$32.2 million of various other debt obligations;
|
•
|
$43.1 million
of obligations from interest rate risk management activities, as well as $65.3 million of estimated interest associated therewith;
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•
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$193.8 million of estimated interest payments on floorplan notes payable and other long-term debt obligations;
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•
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$29.3 million
of letters of credit, to collateralize certain obligations, issued under the Acquisition Line; and
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•
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$10.2 million of other short and long-term purchase commitments.
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•
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$243.3 million
under the Floorplan Line of our Revolving Credit Facility, including
$112.3 million
of immediately available funds;
|
•
|
$220.7 million
under the Acquisition Line of our Revolving Credit Facility, which is limited based upon a borrowing base calculation within certain debt covenants under the Revolving Credit Facility; and
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•
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$7.0 million
under our FMCC Facility.
|
•
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inventory levels;
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•
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working capital levels;
|
•
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the sales process;
|
•
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minimum sales performance requirements;
|
•
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customer satisfaction standards;
|
•
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marketing and branding;
|
•
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facility standards and signage;
|
•
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personnel;
|
•
|
changes in management; and
|
•
|
monthly financial reporting.
|
Manufacturer
|
Percentage of New
Vehicle Retail
Units Sold during
the Year Ended
December 31, 2012
|
Toyota
|
30.3%
|
Nissan
|
11.4%
|
BMW
|
11.3%
|
Honda
|
11.1%
|
•
|
claims by employees, customers or other third parties for personal injury or property damage resulting from our operations; and
|
•
|
fines and civil and criminal penalties resulting from alleged violations of federal and state laws or regulatory requirements.
|
•
|
1,393 were employed in managerial positions;
|
•
|
1,914 were employed in non-managerial vehicle sales department positions;
|
•
|
4,527 were employed in non-managerial parts and service department positions; and
|
•
|
1,509 were employed in administrative support positions.
|
Name
|
|
Age
|
|
Position
|
Earl J. Hesterberg
|
|
59
|
|
President and Chief Executive Officer, Director
|
John C. Rickel
|
|
51
|
|
Senior Vice President and Chief Financial Officer
|
Darryl M. Burman
|
|
54
|
|
Vice President and General Counsel
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Peter C. DeLongchamps
|
|
52
|
|
Vice President, Financial Services and Manufacturer Relations
|
J. Brooks O’Hara
|
|
57
|
|
Vice President, Human Resources
|
•
|
Annual Report on Form 10-K;
|
•
|
Quarterly Reports on Form 10-Q;
|
•
|
Current Reports on Form 8-K;
|
•
|
Amendments to the reports filed or furnished electronically with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act;
|
•
|
Our Corporate Governance Guidelines;
|
•
|
The charters for our Audit, Compensation, Finance/Risk Management and Nominating/Governance Committees;
|
•
|
Our Code of Conduct for Directors, Officers and Employees; and
|
•
|
Our Code of Ethics for our Chief Executive Officer, Chief Financial Officer and Controller.
|
•
|
incurring significantly higher capital expenditures and operating expenses;
|
•
|
failing to integrate the operations and personnel of the acquired dealerships;
|
•
|
entering new markets with which we are not familiar;
|
•
|
incurring undiscovered liabilities at acquired dealerships, in the case of stock acquisitions;
|
•
|
disrupting our ongoing business;
|
•
|
failing to retain key personnel of the acquired dealerships;
|
•
|
impairing relationships with employees, manufacturers and customers; and
|
•
|
incorrectly valuing acquired entities.
|
•
|
franchised automotive dealerships in our markets that sell the same or similar makes of new and used vehicles that we offer, occasionally at lower prices than we do;
|
•
|
other national or regional affiliated groups of franchised dealerships and/or of used vehicle dealerships;
|
•
|
private market buyers and sellers of used vehicles;
|
•
|
Internet-based vehicle brokers that sell vehicles obtained from franchised dealers directly to consumers;
|
•
|
service center chain stores; and
|
•
|
independent service and repair shops.
|
•
|
our ability to obtain additional financing for acquisitions, capital expenditures, working capital or general corporate purposes may be impaired in the future;
|
•
|
a portion of our current cash flow from operations must be dedicated to the payment of principal on our indebtedness, thereby reducing the funds available to us for our operations and other purposes;
|
•
|
some of our borrowings are and will continue to be at variable rates of interest, which exposes us to the risk of increasing interest rates; and
|
•
|
we may be more leveraged than some of our competitors, which may place us at a relative competitive disadvantage and make us more vulnerable to changing market conditions and regulations.
|
•
|
exposure to currency and exchange rate fluctuations;
|
•
|
unexpected changes in laws, regulations, and policies of foreign governments or other regulatory bodies;
|
•
|
lack of franchise protection, which creates greater competition; and
|
•
|
additional tariffs, trade restrictions, restrictions on repatriation of foreign earnings, and international tax laws and treaties.
|
•
|
any one person, who in the opinion of the manufacturer is unqualified to own its franchised dealership or has interests incompatible with the manufacturer, from acquiring more than a specified percentage of our common stock (ranging from 20% to 50% depending on the particular manufacturer’s restrictions) and this trigger level can fall to as low as 5% if another vehicle manufacturer is the entity acquiring the ownership interest or voting rights;
|
•
|
certain material changes in our business or extraordinary corporate transactions such as a merger or sale of a material amount of our assets;
|
•
|
the removal of a dealership general manager without the consent of the manufacturer; and
|
•
|
a change in control of our Board of Directors or a change in management.
|
•
|
providing for a Board of Directors with staggered, three-year terms, permitting the removal of a non-employee director from office only for cause;
|
•
|
allowing only the Board of Directors to set the number of non-employee directors;
|
•
|
requiring super-majority or class voting to affect certain amendments to our certificate of incorporation and bylaws;
|
•
|
limiting the persons who may call special stockholders’ meetings;
|
•
|
limiting stockholder action by written consent; and
|
•
|
establishing advance notice requirements for nominations for election to the Board of Directors or for proposing matters that can be acted upon at stockholders’ meetings.
|
|
|
|
|
Dealerships
|
||||
Region
|
|
Geographic Location
|
|
Owned
|
|
Leased
|
||
East
|
|
Massachusetts
|
|
4
|
|
|
3
|
|
|
|
Georgia
|
|
4
|
|
|
1
|
|
|
|
New Jersey
|
|
4
|
|
|
3
|
|
|
|
Maryland
|
|
2
|
|
|
—
|
|
|
|
Mississippi
|
|
3
|
|
|
—
|
|
|
|
South Carolina
|
|
3
|
|
|
1
|
|
|
|
Alabama
|
|
1
|
|
|
1
|
|
|
|
New York
|
|
1
|
|
|
3
|
|
|
|
Florida
|
|
3
|
|
|
1
|
|
|
|
New Hampshire
|
|
1
|
|
|
2
|
|
|
|
Louisiana
|
|
—
|
|
|
4
|
|
|
|
|
|
26
|
|
|
19
|
|
West
|
|
Texas
|
|
10
|
|
|
28
|
|
|
|
California
|
|
2
|
|
|
10
|
|
|
|
Kansas
|
|
4
|
|
|
—
|
|
|
|
Oklahoma
|
|
2
|
|
|
10
|
|
|
|
|
|
18
|
|
|
48
|
|
International
|
|
United Kingdom
|
|
5
|
|
|
5
|
|
Total
|
|
|
|
49
|
|
|
72
|
|
|
|
High
|
|
Low
|
|
Dividends
Declared
|
||||||
2011:
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
43.15
|
|
|
$
|
37.32
|
|
|
$
|
0.11
|
|
Second Quarter
|
|
44.98
|
|
|
35.43
|
|
|
0.11
|
|
|||
Third Quarter
|
|
49.82
|
|
|
33.67
|
|
|
0.13
|
|
|||
Fourth Quarter
|
|
52.16
|
|
|
33.31
|
|
|
0.13
|
|
|||
2012:
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
57.71
|
|
|
$
|
47.95
|
|
|
$
|
0.14
|
|
Second Quarter
|
|
59.97
|
|
|
43.63
|
|
|
0.15
|
|
|||
Third Quarter
|
|
61.06
|
|
|
44.98
|
|
|
0.15
|
|
|||
Fourth Quarter
|
|
65.99
|
|
|
57.31
|
|
|
0.15
|
|
Measurement Date
|
|
Group 1
Automotive, Inc.
|
|
S&P 500
|
|
Peer Group
|
December 2007
|
|
$100.00
|
|
$100.00
|
|
$100.00
|
December 2008
|
|
46.39
|
|
62.99
|
|
47.61
|
December 2009
|
|
122.10
|
|
79.65
|
|
96.65
|
December 2010
|
|
180.31
|
|
91.64
|
|
134.95
|
December 2011
|
|
226.18
|
|
93.57
|
|
168.77
|
December 2012
|
|
273.58
|
|
108.53
|
|
216.06
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
(3)
|
||||||||||
|
|
|
|
(In thousands, except per share amounts)
|
|
|
||||||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
7,476,100
|
|
|
$
|
6,079,765
|
|
|
$
|
5,509,169
|
|
|
$
|
4,525,707
|
|
|
$
|
5,654,087
|
|
Cost of sales
|
|
6,358,848
|
|
|
5,119,165
|
|
|
4,632,136
|
|
|
3,749,870
|
|
|
4,738,426
|
|
|||||
Gross profit
|
|
1,117,252
|
|
|
960,600
|
|
|
877,033
|
|
|
775,837
|
|
|
915,661
|
|
|||||
Selling, general and administrative expenses
|
|
848,446
|
|
|
735,229
|
|
|
693,635
|
|
|
621,048
|
|
|
739,430
|
|
|||||
Depreciation and amortization expense
|
|
31,534
|
|
|
27,063
|
|
|
26,455
|
|
|
25,828
|
|
|
25,652
|
|
|||||
Asset impairments
|
|
7,276
|
|
|
4,805
|
|
|
10,840
|
|
|
20,887
|
|
|
163,023
|
|
|||||
Income (loss) from operations
|
|
229,996
|
|
|
193,503
|
|
|
146,103
|
|
|
108,074
|
|
|
(12,444
|
)
|
|||||
Other income and (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Floorplan interest expense
|
|
(31,796
|
)
|
|
(27,687
|
)
|
|
(34,110
|
)
|
|
(32,345
|
)
|
|
(46,377
|
)
|
|||||
Other interest expense, net
|
|
(37,465
|
)
|
|
(33,722
|
)
|
|
(27,217
|
)
|
|
(29,075
|
)
|
|
(36,783
|
)
|
|||||
Gain (loss) on redemption of long-term debt
|
|
—
|
|
|
—
|
|
|
(3,872
|
)
|
|
8,211
|
|
|
18,126
|
|
|||||
Other income (expense), net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
302
|
|
|||||
Income (loss) from continuing operations before income taxes
|
|
160,735
|
|
|
132,094
|
|
|
80,904
|
|
|
54,851
|
|
|
(77,176
|
)
|
|||||
Benefit (provision) for income taxes
|
|
(60,526
|
)
|
|
(49,700
|
)
|
|
(30,600
|
)
|
|
(20,006
|
)
|
|
31,166
|
|
|||||
Income (loss) from continuing operations
|
|
100,209
|
|
|
82,394
|
|
|
50,304
|
|
|
34,845
|
|
|
(46,010
|
)
|
|||||
Loss related to discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,003
|
)
|
|||||
Net income (loss)
|
|
$
|
100,209
|
|
|
$
|
82,394
|
|
|
$
|
50,304
|
|
|
$
|
34,845
|
|
|
$
|
(48,013
|
)
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
(3)
|
||||||||||
|
|
|
|
(In thousands, except per share amounts)
|
|
|
||||||||||||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
4.39
|
|
|
$
|
3.50
|
|
|
$
|
2.09
|
|
|
$
|
1.43
|
|
|
$
|
(1.57
|
)
|
Loss related to discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.09
|
)
|
|||||
Net income (loss)
|
|
$
|
4.39
|
|
|
$
|
3.50
|
|
|
$
|
2.09
|
|
|
$
|
1.43
|
|
|
$
|
(1.66
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
4.19
|
|
|
$
|
3.47
|
|
|
$
|
2.09
|
|
|
$
|
1.43
|
|
|
$
|
(1.57
|
)
|
Loss related to discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.09
|
)
|
|||||
Net income (loss)
|
|
$
|
4.19
|
|
|
$
|
3.47
|
|
|
$
|
2.09
|
|
|
$
|
1.43
|
|
|
$
|
(1.66
|
)
|
Dividends per share
|
|
$
|
0.59
|
|
|
$
|
0.48
|
|
|
$
|
0.10
|
|
|
$
|
—
|
|
|
$
|
0.47
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
21,620
|
|
|
22,157
|
|
|
22,767
|
|
|
22,888
|
|
|
22,513
|
|
|||||
Diluted
|
|
22,688
|
|
|
22,409
|
|
|
22,788
|
|
|
22,906
|
|
|
22,532
|
|
|
|
December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
|
|
(Dollars in thousands)
|
|
|
||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
|
$
|
170,603
|
|
|
$
|
130,637
|
|
|
$
|
124,300
|
|
|
$
|
103,225
|
|
|
$
|
92,128
|
|
Inventories
|
|
1,194,288
|
|
|
867,470
|
|
|
777,771
|
|
|
596,743
|
|
|
845,944
|
|
|||||
Total assets
|
|
3,023,015
|
|
|
2,476,343
|
|
|
2,201,964
|
|
|
1,969,414
|
|
|
2,288,114
|
|
|||||
Floorplan notes payable — credit facility
(1)
|
|
856,698
|
|
|
609,738
|
|
|
560,840
|
|
|
420,319
|
|
|
693,692
|
|
|||||
Floorplan notes payable — manufacturer affiliates
|
|
211,965
|
|
|
155,980
|
|
|
103,345
|
|
|
115,180
|
|
|
128,580
|
|
|||||
Acquisition line
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|||||
Mortgage facility, including current portion
|
|
56,677
|
|
|
41,003
|
|
|
42,600
|
|
|
192,727
|
|
|
177,998
|
|
|||||
Long-term debt, including current portion
|
|
521,010
|
|
|
456,261
|
|
|
423,539
|
|
|
265,769
|
|
|
322,319
|
|
|||||
Temporary Equity
(4)
|
|
32,505
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity
|
|
$
|
860,284
|
|
|
$
|
807,100
|
|
|
$
|
784,368
|
|
|
$
|
720,156
|
|
|
$
|
662,117
|
|
Long-term debt to capitalization
(2)
|
|
39
|
%
|
|
38
|
%
|
|
37
|
%
|
|
39
|
%
|
|
45
|
%
|
•
|
Asset Impairments:
We determined that the fair value of indefinite-lived intangible franchise rights related to three of our franchises did not exceed their carrying value and an impairment charge was required. Accordingly, we recorded a
$7.0 million
pretax non-cash impairment charge during the fourth quarter of 2012.
We also recognized a total of
$0.3 million
in pretax non-cash asset impairment charges related to impairment of various long-lived assets.
|
•
|
Non-Cash Interest Expense:
Our
2012
results were negatively impacted by
$9.9 million
of non-cash interest expense relative to the amortization of the discount associated with our 2.25% Notes and 3.00% Notes representing the impact of the accounting for convertible debt as required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 470,
Debt
(“ASC 470”).
|
•
|
Asset Impairments:
We recognized a total of
$4.8 million
in pretax non-cash asset impairment charges, primarily related to the impairment of held-for-sale assets of
$3.2 million
and other various long-lived assets of
$1.6 million
.
|
•
|
Non-Cash Interest Expense:
Our
2011
results were negatively impacted by
$9.1 million
of non-cash interest expense relative to the amortization of the discount associated with our 2.25% Notes and 3.00% Notes representing the impact of the accounting for convertible debt as required by ASC 470.
|
•
|
Asset Impairments:
We recognized a total of
$10.8 million
in pretax non-cash asset impairment charges, primarily related to the impairment of assets held-for-sale and leasehold improvements, as well as other long-term assets.
|
•
|
Convertible Debt Offering and Debt Redemption:
We issued $115.0 million aggregate principal amount of 3.00% Notes at par in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act which will mature on March 15, 2020, unless earlier repurchased or converted in accordance with their terms prior to such date. In conjunction with using the proceeds of our 3.00% Notes offering, we completed the redemption of our then outstanding $74.6 million face value 8.25% Senior Subordinated Notes (“8.25% Notes”) at a redemption price of 102.75% of the principal amount of the notes. We incurred a $3.9 million pretax charge in completing the redemption, consisting primarily of a $2.1 million redemption premium, a $1.5 million write-off of unamortized bond discount and deferred costs and $0.3 million of other debt extinguishment costs.
|
•
|
Non-Cash Interest Expense:
Our
2010
results were negatively impacted by $7.7 million of non-cash interest expense relative to the amortization of the discount associated with our 2.25% Notes and 3.00% Notes representing the impact of the accounting for convertible debt as required by ASC 470.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Unit Sales
|
|
|
|
|
|
|
||||||
Retail Sales
|
|
|
|
|
|
|
||||||
New Vehicle
|
|
128,550
|
|
|
102,022
|
|
|
97,511
|
|
|||
Used Vehicle
|
|
85,366
|
|
|
70,475
|
|
|
66,001
|
|
|||
Total Retail Sales
|
|
213,916
|
|
|
172,497
|
|
|
163,512
|
|
|||
Wholesale Sales
|
|
43,756
|
|
|
35,997
|
|
|
33,524
|
|
|||
Total Vehicle Sales
|
|
257,672
|
|
|
208,494
|
|
|
197,036
|
|
|||
Gross Margin
|
|
|
|
|
|
|
||||||
New Vehicle Retail Sales
|
|
5.8
|
%
|
|
6.2
|
%
|
|
5.8
|
%
|
|||
Total Used Vehicle Sales
|
|
7.3
|
%
|
|
7.7
|
%
|
|
7.9
|
%
|
|||
Parts and Service Sales
|
|
52.4
|
%
|
|
52.3
|
%
|
|
53.8
|
%
|
|||
Total Gross Margin
|
|
14.9
|
%
|
|
15.8
|
%
|
|
15.9
|
%
|
|||
SG&A as a % of Gross Profit
|
|
75.9
|
%
|
|
76.5
|
%
|
|
79.1
|
%
|
|||
Operating Margin
|
|
3.1
|
%
|
|
3.2
|
%
|
|
2.7
|
%
|
|||
Pretax Margin
|
|
2.1
|
%
|
|
2.2
|
%
|
|
1.5
|
%
|
|||
Finance and Insurance Revenues per Retail Unit Sold
|
|
$
|
1,215
|
|
|
$
|
1,135
|
|
|
$
|
1,032
|
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
%
Change
|
|
2011
|
|
|
2011
|
|
%
Change
|
|
2010
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New vehicle retail
|
|
$
|
3,932,266
|
|
|
16.3%
|
|
$
|
3,381,216
|
|
|
|
$
|
3,252,960
|
|
|
6.4%
|
|
$
|
3,056,307
|
|
Used vehicle retail
|
|
1,618,272
|
|
|
14.8%
|
|
1,409,253
|
|
|
|
1,361,006
|
|
|
7.9%
|
|
1,261,856
|
|
||||
Used vehicle wholesale
|
|
254,052
|
|
|
1.7%
|
|
249,693
|
|
|
|
240,467
|
|
|
13.1%
|
|
212,631
|
|
||||
Parts and service
|
|
826,119
|
|
|
2.0%
|
|
809,632
|
|
|
|
776,005
|
|
|
2.5%
|
|
757,132
|
|
||||
Finance, insurance and other
|
|
242,706
|
|
|
24.6%
|
|
194,775
|
|
|
|
188,105
|
|
|
12.4%
|
|
167,339
|
|
||||
Total revenues
|
|
$
|
6,873,415
|
|
|
13.7%
|
|
$
|
6,044,569
|
|
|
|
$
|
5,818,543
|
|
|
6.7%
|
|
$
|
5,455,265
|
|
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New vehicle retail
|
|
$
|
3,708,763
|
|
|
16.9%
|
|
$
|
3,172,080
|
|
|
|
$
|
3,050,345
|
|
|
5.9%
|
|
$
|
2,880,105
|
|
Used vehicle retail
|
|
1,483,616
|
|
|
15.4%
|
|
1,285,545
|
|
|
|
1,241,438
|
|
|
8.2%
|
|
1,147,551
|
|
||||
Used vehicle wholesale
|
|
251,381
|
|
|
2.3%
|
|
245,615
|
|
|
|
236,166
|
|
|
12.6%
|
|
209,649
|
|
||||
Parts and service
|
|
393,704
|
|
|
2.1%
|
|
385,779
|
|
|
|
364,724
|
|
|
4.5%
|
|
349,139
|
|
||||
Total cost of sales
|
|
$
|
5,837,464
|
|
|
14.7%
|
|
$
|
5,089,019
|
|
|
|
$
|
4,892,673
|
|
|
6.7%
|
|
$
|
4,586,444
|
|
Gross profit
|
|
$
|
1,035,951
|
|
|
8.4%
|
|
$
|
955,550
|
|
|
|
$
|
925,870
|
|
|
6.6%
|
|
$
|
868,821
|
|
Selling, general and administrative expenses
|
|
$
|
783,702
|
|
|
7.2%
|
|
$
|
731,036
|
|
|
|
$
|
706,558
|
|
|
4.1%
|
|
$
|
678,405
|
|
Depreciation and amortization expenses
|
|
$
|
29,834
|
|
|
10.6%
|
|
$
|
26,966
|
|
|
|
$
|
26,187
|
|
|
2.0%
|
|
$
|
25,673
|
|
Floorplan interest expense
|
|
$
|
29,383
|
|
|
6.9%
|
|
$
|
27,486
|
|
|
|
$
|
26,493
|
|
|
(21.5)%
|
|
$
|
33,756
|
|
Gross margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New vehicle retail
|
|
5.7
|
%
|
|
|
|
6.2
|
%
|
|
|
6.2
|
%
|
|
|
|
5.8
|
%
|
||||
Used vehicle
|
|
7.3
|
%
|
|
|
|
7.7
|
%
|
|
|
7.7
|
%
|
|
|
|
8.0
|
%
|
||||
Parts and service
|
|
52.3
|
%
|
|
|
|
52.4
|
%
|
|
|
53.0
|
%
|
|
|
|
53.9
|
%
|
||||
Total gross margin
|
|
15.1
|
%
|
|
|
|
15.8
|
%
|
|
|
15.9
|
%
|
|
|
|
15.9
|
%
|
||||
SG&A as a % of gross profit
|
|
75.7
|
%
|
|
|
|
76.5
|
%
|
|
|
76.3
|
%
|
|
|
|
78.1
|
%
|
||||
Operating margin
|
|
3.1
|
%
|
|
|
|
3.2
|
%
|
|
|
3.2
|
%
|
|
|
|
2.9
|
%
|
||||
Finance and insurance revenues per retail unit sold
|
|
$
|
1,232
|
|
|
8.4%
|
|
$
|
1,137
|
|
|
|
$
|
1,139
|
|
|
10.3%
|
|
$
|
1,033
|
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
%
Change
|
|
2011
|
|
|
2011
|
|
%
Change
|
|
2010
|
||||||||
Retail Unit Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
117,916
|
|
|
16.4%
|
|
101,265
|
|
|
|
97,495
|
|
|
0.9%
|
|
96,629
|
|
||||
Transactions
|
|
10,634
|
|
|
|
|
757
|
|
|
|
4,527
|
|
|
|
|
882
|
|
||||
Total
|
|
128,550
|
|
|
26.0%
|
|
102,022
|
|
|
|
102,022
|
|
|
4.6%
|
|
97,511
|
|
||||
Retail Sales Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
3,932,266
|
|
|
16.3%
|
|
$
|
3,381,216
|
|
|
|
$
|
3,252,960
|
|
|
6.4%
|
|
$
|
3,056,307
|
|
Transactions
|
|
358,832
|
|
|
|
|
21,431
|
|
|
|
149,687
|
|
|
|
|
30,500
|
|
||||
Total
|
|
$
|
4,291,098
|
|
|
26.1%
|
|
$
|
3,402,647
|
|
|
|
$
|
3,402,647
|
|
|
10.2%
|
|
$
|
3,086,807
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
223,503
|
|
|
6.9%
|
|
$
|
209,136
|
|
|
|
$
|
202,615
|
|
|
15.0%
|
|
$
|
176,202
|
|
Transactions
|
|
23,936
|
|
|
|
|
1,202
|
|
|
|
7,723
|
|
|
|
|
1,593
|
|
||||
Total
|
|
$
|
247,439
|
|
|
17.6%
|
|
$
|
210,338
|
|
|
|
$
|
210,338
|
|
|
18.3%
|
|
$
|
177,795
|
|
Gross Profit per Retail Unit Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
1,895
|
|
|
(8.2)%
|
|
$
|
2,065
|
|
|
|
$
|
2,078
|
|
|
14.0%
|
|
$
|
1,823
|
|
Transactions
|
|
$
|
2,251
|
|
|
|
|
$
|
1,588
|
|
|
|
$
|
1,706
|
|
|
|
|
$
|
1,806
|
|
Total
|
|
$
|
1,925
|
|
|
(6.6)%
|
|
$
|
2,062
|
|
|
|
$
|
2,062
|
|
|
13.1%
|
|
$
|
1,823
|
|
Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
5.7
|
%
|
|
|
|
6.2
|
%
|
|
|
6.2
|
%
|
|
|
|
5.8
|
%
|
||||
Transactions
|
|
6.7
|
%
|
|
|
|
5.6
|
%
|
|
|
5.2
|
%
|
|
|
|
5.2
|
%
|
||||
Total
|
|
5.8
|
%
|
|
|
|
6.2
|
%
|
|
|
6.2
|
%
|
|
|
|
5.8
|
%
|
|
|
For the Year Ended December 31,
|
|||||||||||||||
|
|
2012
|
|
%
Change
|
|
2011
|
|
|
2011
|
|
%
Change
|
|
2010
|
||||
Toyota
|
|
32,738
|
|
|
26.2%
|
|
25,935
|
|
|
|
25,615
|
|
|
(11.2)%
|
|
28,856
|
|
Nissan
|
|
13,637
|
|
|
6.0
|
|
12,860
|
|
|
|
13,166
|
|
|
2.9
|
|
12,797
|
|
Honda
|
|
10,837
|
|
|
26.0
|
|
8,604
|
|
|
|
8,604
|
|
|
(8.4)
|
|
9,395
|
|
Ford
|
|
10,455
|
|
|
18.2
|
|
8,844
|
|
|
|
7,360
|
|
|
11.9
|
|
6,575
|
|
BMW
|
|
10,253
|
|
|
2.4
|
|
10,010
|
|
|
|
9,528
|
|
|
8.6
|
|
8,776
|
|
Mercedes-Benz
|
|
6,454
|
|
|
10.5
|
|
5,839
|
|
|
|
5,839
|
|
|
5.2
|
|
5,549
|
|
Lexus
|
|
5,269
|
|
|
19.3
|
|
4,418
|
|
|
|
4,418
|
|
|
(14.0)
|
|
5,137
|
|
Chevrolet
|
|
4,116
|
|
|
5.7
|
|
3,893
|
|
|
|
3,893
|
|
|
31.3
|
|
2,965
|
|
Mini
|
|
3,594
|
|
|
11.0
|
|
3,239
|
|
|
|
3,003
|
|
|
11.5
|
|
2,693
|
|
Acura
|
|
2,941
|
|
|
29.8
|
|
2,266
|
|
|
|
2,266
|
|
|
(3.1)
|
|
2,338
|
|
Other
|
|
17,622
|
|
|
14.7
|
|
15,357
|
|
|
|
13,803
|
|
|
19.5
|
|
11,548
|
|
Total
|
|
117,916
|
|
|
16.4%
|
|
101,265
|
|
|
|
97,495
|
|
|
0.9%
|
|
96,629
|
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2012
|
|
2011
|
|
|
2011
|
|
2010
|
||||
Car
|
|
55.7
|
%
|
|
54.1
|
%
|
|
|
54.3
|
%
|
|
58.4
|
%
|
Truck
|
|
44.3
|
|
|
45.9
|
|
|
|
45.7
|
|
|
41.6
|
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Import
|
|
54.9
|
%
|
|
53.1
|
%
|
|
|
54.3
|
%
|
|
58.0
|
%
|
Luxury
|
|
26.8
|
|
|
28.2
|
|
|
|
28.4
|
|
|
28.0
|
|
Domestic
|
|
18.3
|
|
|
18.7
|
|
|
|
17.3
|
|
|
14.0
|
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
%
Change
|
|
2011
|
|
|
2011
|
|
%
Change
|
|
2010
|
||||||||
Retail Unit Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
79,095
|
|
|
12.9%
|
|
70,069
|
|
|
|
67,647
|
|
|
3.4%
|
|
65,417
|
|
||||
Transactions
|
|
6,271
|
|
|
|
|
406
|
|
|
|
2,828
|
|
|
|
|
584
|
|
||||
Total
|
|
85,366
|
|
|
21.1%
|
|
70,475
|
|
|
|
70,475
|
|
|
6.8%
|
|
66,001
|
|
||||
Retail Sales Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
1,618,272
|
|
|
14.8%
|
|
$
|
1,409,253
|
|
|
|
$
|
1,361,006
|
|
|
7.9%
|
|
$
|
1,261,856
|
|
Transactions
|
|
138,646
|
|
|
|
|
7,267
|
|
|
|
55,514
|
|
|
|
|
9,183
|
|
||||
Total
|
|
$
|
1,756,918
|
|
|
24.0%
|
|
$
|
1,416,520
|
|
|
|
$
|
1,416,520
|
|
|
11.4%
|
|
$
|
1,271,039
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
134,656
|
|
|
8.8%
|
|
$
|
123,708
|
|
|
|
$
|
119,568
|
|
|
4.6%
|
|
$
|
114,305
|
|
Transactions
|
|
11,350
|
|
|
|
|
816
|
|
|
|
4,956
|
|
|
|
|
699
|
|
||||
Total
|
|
$
|
146,006
|
|
|
17.3%
|
|
$
|
124,524
|
|
|
|
$
|
124,524
|
|
|
8.3%
|
|
$
|
115,004
|
|
Gross Profit per Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unit Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
1,702
|
|
|
(3.6)%
|
|
$
|
1,766
|
|
|
|
$
|
1,768
|
|
|
1.2%
|
|
$
|
1,747
|
|
Transactions
|
|
$
|
1,810
|
|
|
|
|
$
|
2,010
|
|
|
|
$
|
1,752
|
|
|
|
|
$
|
1,197
|
|
Total
|
|
$
|
1,710
|
|
|
(3.2)%
|
|
$
|
1,767
|
|
|
|
$
|
1,767
|
|
|
1.4%
|
|
$
|
1,742
|
|
Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
8.3
|
%
|
|
|
|
8.8
|
%
|
|
|
8.8
|
%
|
|
|
|
9.1
|
%
|
||||
Transactions
|
|
8.2
|
%
|
|
|
|
11.2
|
%
|
|
|
8.9
|
%
|
|
|
|
7.6
|
%
|
||||
Total
|
|
8.3
|
%
|
|
|
|
8.8
|
%
|
|
|
8.8
|
%
|
|
|
|
9.0
|
%
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
%
Change
|
|
2011
|
|
|
2011
|
|
%
Change
|
|
2010
|
||||||||
Wholesale Unit Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
39,322
|
|
|
10.2%
|
|
35,681
|
|
|
|
34,395
|
|
|
3.7%
|
|
33,176
|
|
||||
Transactions
|
|
4,434
|
|
|
|
|
316
|
|
|
|
1,602
|
|
|
|
|
348
|
|
||||
Total
|
|
43,756
|
|
|
21.6%
|
|
35,997
|
|
|
|
35,997
|
|
|
7.4%
|
|
33,524
|
|
||||
Wholesale Sales Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
254,052
|
|
|
1.7%
|
|
$
|
249,693
|
|
|
|
$
|
240,467
|
|
|
13.1%
|
|
$
|
212,631
|
|
Transactions
|
|
34,087
|
|
|
|
|
1,350
|
|
|
|
10,576
|
|
|
|
|
2,899
|
|
||||
Total
|
|
$
|
288,139
|
|
|
14.8%
|
|
$
|
251,043
|
|
|
|
$
|
251,043
|
|
|
16.5%
|
|
$
|
215,530
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
2,671
|
|
|
(34.5)%
|
|
$
|
4,078
|
|
|
|
$
|
4,301
|
|
|
44.2%
|
|
$
|
2,982
|
|
Transactions
|
|
(227
|
)
|
|
|
|
2
|
|
|
|
(221
|
)
|
|
|
|
(285
|
)
|
||||
Total
|
|
$
|
2,444
|
|
|
(40.1)%
|
|
$
|
4,080
|
|
|
|
$
|
4,080
|
|
|
51.3%
|
|
$
|
2,697
|
|
Gross Profit per
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wholesale Unit Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
68
|
|
|
(40.4)%
|
|
$
|
114
|
|
|
|
$
|
125
|
|
|
38.9%
|
|
$
|
90
|
|
Transactions
|
|
$
|
(51
|
)
|
|
|
|
$
|
6
|
|
|
|
$
|
(138
|
)
|
|
|
|
$
|
(819
|
)
|
Total
|
|
$
|
56
|
|
|
(50.4)%
|
|
$
|
113
|
|
|
|
$
|
113
|
|
|
41.3%
|
|
$
|
80
|
|
Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
1.1
|
%
|
|
|
|
1.6
|
%
|
|
|
1.8
|
%
|
|
|
|
1.4
|
%
|
||||
Transactions
|
|
(0.7
|
)%
|
|
|
|
0.1
|
%
|
|
|
(2.1
|
)%
|
|
|
|
(9.8
|
)%
|
||||
Total
|
|
0.8
|
%
|
|
|
|
1.6
|
%
|
|
|
1.6
|
%
|
|
|
|
1.3
|
%
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
%
Change
|
|
2011
|
|
|
2011
|
|
%
Change
|
|
2010
|
||||||||
Used Vehicle Unit Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
118,417
|
|
|
12.0%
|
|
105,750
|
|
|
|
102,042
|
|
|
3.5%
|
|
98,593
|
|
||||
Transactions
|
|
10,705
|
|
|
|
|
722
|
|
|
|
4,430
|
|
|
|
|
932
|
|
||||
Total
|
|
129,122
|
|
|
21.3%
|
|
106,472
|
|
|
|
106,472
|
|
|
7.0%
|
|
99,525
|
|
||||
Sales Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
1,872,324
|
|
|
12.9%
|
|
$
|
1,658,946
|
|
|
|
$
|
1,601,473
|
|
|
8.6%
|
|
$
|
1,474,487
|
|
Transactions
|
|
172,733
|
|
|
|
|
8,617
|
|
|
|
66,090
|
|
|
|
|
12,082
|
|
||||
Total
|
|
$
|
2,045,057
|
|
|
22.6%
|
|
$
|
1,667,563
|
|
|
|
$
|
1,667,563
|
|
|
12.2%
|
|
$
|
1,486,569
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
137,327
|
|
|
7.5%
|
|
$
|
127,786
|
|
|
|
$
|
123,869
|
|
|
5.6%
|
|
$
|
117,287
|
|
Transactions
|
|
11,123
|
|
|
|
|
818
|
|
|
|
4,735
|
|
|
|
|
414
|
|
||||
Total
|
|
$
|
148,450
|
|
|
15.4%
|
|
$
|
128,604
|
|
|
|
$
|
128,604
|
|
|
9.3%
|
|
$
|
117,701
|
|
Gross Profit per Used
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Vehicle Unit Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
1,160
|
|
|
(4.0)%
|
|
$
|
1,208
|
|
|
|
$
|
1,214
|
|
|
2.0%
|
|
$
|
1,190
|
|
Transactions
|
|
$
|
1,039
|
|
|
|
|
$
|
1,133
|
|
|
|
$
|
1,069
|
|
|
|
|
$
|
444
|
|
Total
|
|
$
|
1,150
|
|
|
(4.8)%
|
|
$
|
1,208
|
|
|
|
$
|
1,208
|
|
|
2.1%
|
|
$
|
1,183
|
|
Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
7.3
|
%
|
|
|
|
7.7
|
%
|
|
|
7.7
|
%
|
|
|
|
8.0
|
%
|
||||
Transactions
|
|
6.4
|
%
|
|
|
|
9.5
|
%
|
|
|
7.2
|
%
|
|
|
|
3.4
|
%
|
||||
Total
|
|
7.3
|
%
|
|
|
|
7.7
|
%
|
|
|
7.7
|
%
|
|
|
|
7.9
|
%
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
%
Change
|
|
2011
|
|
|
2011
|
|
%
Change
|
|
2010
|
||||||||
Parts and Service Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
826,119
|
|
|
2.0%
|
|
$
|
809,632
|
|
|
|
$
|
776,005
|
|
|
2.5%
|
|
$
|
757,132
|
|
Transactions
|
|
53,951
|
|
|
|
|
4,187
|
|
|
|
37,814
|
|
|
|
|
9,872
|
|
||||
Total
|
|
$
|
880,070
|
|
|
8.1%
|
|
$
|
813,819
|
|
|
|
$
|
813,819
|
|
|
6.1%
|
|
$
|
767,004
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
432,415
|
|
|
2.0%
|
|
$
|
423,853
|
|
|
|
$
|
411,281
|
|
|
0.8%
|
|
$
|
407,993
|
|
Transactions
|
|
29,073
|
|
|
|
|
2,069
|
|
|
|
14,641
|
|
|
|
|
4,755
|
|
||||
Total
|
|
$
|
461,488
|
|
|
8.4%
|
|
$
|
425,922
|
|
|
|
$
|
425,922
|
|
|
3.2%
|
|
$
|
412,748
|
|
Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
52.3
|
%
|
|
|
|
52.4
|
%
|
|
|
53.0
|
%
|
|
|
|
53.9
|
%
|
||||
Transactions
|
|
53.9
|
%
|
|
|
|
49.4
|
%
|
|
|
38.7
|
%
|
|
|
|
48.2
|
%
|
||||
Total
|
|
52.4
|
%
|
|
|
|
52.3
|
%
|
|
|
52.3
|
%
|
|
|
|
53.8
|
%
|
|
|
For The Year Ended December 31,
|
||||||||||||||||||||
|
|
2012
|
|
%
Change
|
|
2011
|
|
|
2011
|
|
%
Change
|
|
2010
|
|||||||||
Retail New and Used Unit Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Stores
|
|
197,011
|
|
|
15.0%
|
|
171,334
|
|
|
|
165,142
|
|
|
1.9%
|
|
162,046
|
|
|||||
Transactions
|
|
16,905
|
|
|
|
|
1,163
|
|
|
|
7,355
|
|
|
|
|
1,466
|
|
|||||
Total
|
|
213,916
|
|
|
24.0%
|
|
172,497
|
|
|
|
172,497
|
|
|
5.5%
|
|
163,512
|
|
|||||
Retail Finance Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Stores
|
|
$
|
83,778
|
|
|
20.6%
|
|
$
|
69,484
|
|
|
|
$
|
66,683
|
|
|
15.5%
|
|
$
|
57,728
|
|
|
Transactions
|
|
7,479
|
|
|
|
|
441
|
|
|
|
3,242
|
|
|
|
|
444
|
|
|||||
Total
|
|
$
|
91,257
|
|
|
30.5%
|
|
$
|
69,925
|
|
|
|
$
|
69,925
|
|
|
20.2%
|
|
$
|
58,172
|
|
|
Vehicle Service Contract Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Stores
|
|
$
|
98,702
|
|
|
22.6%
|
|
$
|
80,477
|
|
|
|
$
|
78,248
|
|
|
10.7%
|
|
$
|
70,707
|
|
|
Transactions
|
|
4,739
|
|
|
|
|
329
|
|
|
|
2,558
|
|
|
|
|
373
|
|
|||||
Total
|
|
$
|
103,441
|
|
|
28.0%
|
|
$
|
80,806
|
|
|
|
$
|
80,806
|
|
|
13.7%
|
|
$
|
71,080
|
|
|
Insurance and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Stores
|
|
$
|
60,226
|
|
|
34.4%
|
|
$
|
44,814
|
|
|
|
$
|
43,174
|
|
|
11.0%
|
|
$
|
38,904
|
|
|
Transactions
|
|
4,951
|
|
|
|
|
191
|
|
|
|
1,831
|
|
|
|
|
633
|
|
|||||
Total
|
|
$
|
65,177
|
|
|
44.8%
|
|
$
|
45,005
|
|
|
|
$
|
45,005
|
|
|
13.8%
|
|
$
|
39,537
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Stores
|
|
$
|
242,706
|
|
|
24.6%
|
|
$
|
194,775
|
|
|
|
$
|
188,105
|
|
|
12.4%
|
|
$
|
167,339
|
|
|
Transactions
|
|
17,169
|
|
|
|
|
961
|
|
|
|
7,631
|
|
|
|
|
1,450
|
|
|||||
Total
|
|
$
|
259,875
|
|
|
32.8%
|
|
$
|
195,736
|
|
|
|
$
|
195,736
|
|
|
16.0%
|
|
$
|
168,789
|
|
|
Finance and Insurance Revenues per Unit Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Stores
|
|
$
|
1,232
|
|
|
8.4%
|
|
$
|
1,137
|
|
|
|
$
|
1,139
|
|
|
10.3
|
%
|
|
$
|
1,033
|
|
Transactions
|
|
$
|
1,016
|
|
|
|
|
$
|
826
|
|
|
|
$
|
1,038
|
|
|
|
|
$
|
989
|
|
|
Total
|
|
$
|
1,215
|
|
|
7.0%
|
|
$
|
1,135
|
|
|
|
$
|
1,135
|
|
|
10.0
|
%
|
|
$
|
1,032
|
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
%
Change
|
|
2011
|
|
|
2011
|
|
%
Change
|
|
2010
|
||||||||
Personnel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
482,082
|
|
|
8.3%
|
|
$
|
444,959
|
|
|
|
$
|
431,170
|
|
|
6.5%
|
|
$
|
404,766
|
|
Transactions
|
|
37,929
|
|
|
|
|
2,649
|
|
|
|
16,438
|
|
|
|
|
5,219
|
|
||||
Total
|
|
$
|
520,011
|
|
|
16.2%
|
|
$
|
447,608
|
|
|
|
$
|
447,608
|
|
|
9.2%
|
|
$
|
409,985
|
|
Advertising
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
49,634
|
|
|
7.3%
|
|
$
|
46,254
|
|
|
|
$
|
44,571
|
|
|
(0.4)%
|
|
$
|
44,728
|
|
Transactions
|
|
4,513
|
|
|
|
|
469
|
|
|
|
2,152
|
|
|
|
|
319
|
|
||||
Total
|
|
$
|
54,147
|
|
|
15.9%
|
|
$
|
46,723
|
|
|
|
$
|
46,723
|
|
|
3.7%
|
|
$
|
45,047
|
|
Rent and Facility Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
86,071
|
|
|
(4.0)%
|
|
$
|
89,662
|
|
|
|
$
|
85,759
|
|
|
(2.3)%
|
|
$
|
87,820
|
|
Transactions
|
|
7,954
|
|
|
|
|
571
|
|
|
|
4,474
|
|
|
|
|
3,354
|
|
||||
Total
|
|
$
|
94,025
|
|
|
4.2%
|
|
$
|
90,233
|
|
|
|
$
|
90,233
|
|
|
(1.0)%
|
|
$
|
91,174
|
|
Other SG&A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
165,915
|
|
|
10.5%
|
|
$
|
150,161
|
|
|
|
$
|
145,058
|
|
|
2.8%
|
|
$
|
141,091
|
|
Transactions
|
|
14,348
|
|
|
|
|
504
|
|
|
|
5,607
|
|
|
|
|
6,338
|
|
||||
Total
|
|
$
|
180,263
|
|
|
19.6%
|
|
$
|
150,665
|
|
|
|
$
|
150,665
|
|
|
2.2%
|
|
$
|
147,429
|
|
Total SG&A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
783,702
|
|
|
7.2%
|
|
$
|
731,036
|
|
|
|
$
|
706,558
|
|
|
4.1%
|
|
$
|
678,405
|
|
Transactions
|
|
64,744
|
|
|
|
|
4,193
|
|
|
|
28,671
|
|
|
|
|
15,230
|
|
||||
Total
|
|
$
|
848,446
|
|
|
15.4%
|
|
$
|
735,229
|
|
|
|
$
|
735,229
|
|
|
6.0%
|
|
$
|
693,635
|
|
Total Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
$
|
1,035,951
|
|
|
8.4%
|
|
$
|
955,550
|
|
|
|
$
|
925,870
|
|
|
6.6%
|
|
$
|
868,821
|
|
Transactions
|
|
81,301
|
|
|
|
|
5,050
|
|
|
|
34,730
|
|
|
|
|
8,212
|
|
||||
Total
|
|
$
|
1,117,252
|
|
|
16.3%
|
|
$
|
960,600
|
|
|
|
$
|
960,600
|
|
|
9.5%
|
|
$
|
877,033
|
|
SG&A as a % of Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
75.7
|
%
|
|
|
|
76.5
|
%
|
|
|
76.3
|
%
|
|
|
|
78.1
|
%
|
||||
Transactions
|
|
79.6
|
%
|
|
|
|
83.0
|
%
|
|
|
82.6
|
%
|
|
|
|
185.5
|
%
|
||||
Total
|
|
75.9
|
%
|
|
|
|
76.5
|
%
|
|
|
76.5
|
%
|
|
|
|
79.1
|
%
|
||||
Employees
|
|
9,300
|
|
|
|
|
8,300
|
|
|
|
8,300
|
|
|
|
|
7,500
|
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
%
Change
|
|
2011
|
|
|
2011
|
|
%
Change
|
|
2010
|
||||||||
Same Stores
|
|
$
|
29,834
|
|
|
10.6%
|
|
$
|
26,966
|
|
|
|
$
|
26,187
|
|
|
2.0%
|
|
$
|
25,673
|
|
Transactions
|
|
1,700
|
|
|
|
|
97
|
|
|
|
876
|
|
|
|
|
782
|
|
||||
Total
|
|
$
|
31,534
|
|
|
16.5%
|
|
$
|
27,063
|
|
|
|
$
|
27,063
|
|
|
2.3%
|
|
$
|
26,455
|
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
|
%
Change
|
|
2011
|
|
|
|
2011
|
|
%
Change
|
|
2010
|
||||||
Same Stores
|
|
$
|
29,383
|
|
|
6.9%
|
|
$
|
27,486
|
|
|
|
$
|
26,493
|
|
|
(21.5)%
|
|
$
|
33,756
|
|
Transactions
|
|
2,413
|
|
|
|
|
201
|
|
|
|
1,194
|
|
|
|
|
354
|
|
||||
Total
|
|
$
|
31,796
|
|
|
14.8%
|
|
$
|
27,687
|
|
|
|
$
|
27,687
|
|
|
(18.8)%
|
|
$
|
34,110
|
|
Memo:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Manufacturer’s assistance
|
|
$
|
33,915
|
|
|
29.7%
|
|
$
|
26,144
|
|
|
|
$
|
26,144
|
|
|
8.9%
|
|
$
|
23,998
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
(In thousands)
|
|
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
(75,322
|
)
|
|
$
|
199,316
|
|
|
$
|
(68,466
|
)
|
Net cash used in investing activities
|
|
(224,458
|
)
|
|
(212,773
|
)
|
|
(54,787
|
)
|
|||
Net cash provided by financing activities
|
|
290,823
|
|
|
8,649
|
|
|
129,710
|
|
|||
Effect of exchange rate changes on cash
|
|
(1,288
|
)
|
|
(140
|
)
|
|
165
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(10,245
|
)
|
|
$
|
(4,948
|
)
|
|
$
|
6,622
|
|
|
As of December 31, 2012
|
|
|
Required
|
Actual
|
Senior Secured Adjusted Leverage Ratio
|
< 3.75
|
2.35
|
Total Adjusted Leverage Ratio
|
< 5.50
|
3.38
|
Fixed Charge Coverage Ratio
|
> 1.35
|
2.00
|
|
|
As of December 31, 2012
|
||||||||||
Credit Facility
|
|
Total
Commitment
|
|
Outstanding
|
|
Available
|
||||||
|
|
(In thousands)
|
||||||||||
Floorplan Line
(1)
|
|
$
|
1,100,000
|
|
|
$
|
856,698
|
|
|
$
|
243,302
|
|
Acquisition Line
(2)
|
|
250,000
|
|
|
29,288
|
|
|
220,712
|
|
|||
Total Revolving Credit Facility
|
|
1,350,000
|
|
|
885,986
|
|
|
464,014
|
|
|||
FMCC Facility
|
|
150,000
|
|
|
143,028
|
|
|
6,972
|
|
|||
Total Credit Facilities
(3)
|
|
$
|
1,500,000
|
|
|
$
|
1,029,014
|
|
|
$
|
470,986
|
|
(1)
|
The available balance as of
December 31, 2012
includes
$112.3 million
of immediately available funds.
|
(2)
|
The outstanding balance of
$29.3 million
as of
December 31, 2012
is related to outstanding letters of credit.
|
(3)
|
The outstanding balance excludes
$68.9 million
of borrowings with manufacturer-affiliates for foreign and rental vehicle financing not associated with any of our credit facilities.
|
Company
Stock Price
|
|
Net
Shares Issuable Under the 3.00% Notes |
|
Share Entitlement
Under the 3.00% Purchased Options |
|
Shares
Issuable
Under
the 3.00%
Warrants
|
|
Net Issuable Shares
|
|
Potential
Dilutive Shares |
|||||
|
|
|
|
(Shares in thousands)
|
|
|
|
|
|||||||
$37.50
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
$40.00
|
|
178
|
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
|
178
|
|
$42.50
|
|
347
|
|
|
(347
|
)
|
|
—
|
|
|
—
|
|
|
347
|
|
$45.00
|
|
497
|
|
|
(497
|
)
|
|
—
|
|
|
—
|
|
|
497
|
|
$47.50
|
|
632
|
|
|
(632
|
)
|
|
—
|
|
|
—
|
|
|
632
|
|
$50.00
|
|
753
|
|
|
(753
|
)
|
|
—
|
|
|
—
|
|
|
753
|
|
$52.50
|
|
862
|
|
|
(862
|
)
|
|
—
|
|
|
—
|
|
|
862
|
|
$55.00
|
|
962
|
|
|
(962
|
)
|
|
—
|
|
|
—
|
|
|
962
|
|
$57.50
|
|
1,053
|
|
|
(1,053
|
)
|
|
114
|
|
|
114
|
|
|
1,167
|
|
$60.00
|
|
1,136
|
|
|
(1,136
|
)
|
|
236
|
|
|
236
|
|
|
1,372
|
|
$62.50
|
|
1,213
|
|
|
(1,213
|
)
|
|
349
|
|
|
349
|
|
|
1,562
|
|
$65.00
|
|
1,284
|
|
|
(1,284
|
)
|
|
453
|
|
|
453
|
|
|
1,737
|
|
$67.50
|
|
1,349
|
|
|
(1,349
|
)
|
|
549
|
|
|
549
|
|
|
1,898
|
|
$70.00
|
|
1,410
|
|
|
(1,410
|
)
|
|
639
|
|
|
639
|
|
|
2,049
|
|
$72.50
|
|
1,467
|
|
|
(1,467
|
)
|
|
722
|
|
|
722
|
|
|
2,189
|
|
$75.00
|
|
1,519
|
|
|
(1,519
|
)
|
|
800
|
|
|
800
|
|
|
2,319
|
|
$77.50
|
|
1,569
|
|
|
(1,569
|
)
|
|
872
|
|
|
872
|
|
|
2,441
|
|
$80.00
|
|
1,615
|
|
|
(1,615
|
)
|
|
941
|
|
|
941
|
|
|
2,556
|
|
$82.50
|
|
1,659
|
|
|
(1,659
|
)
|
|
1,005
|
|
|
1,005
|
|
|
2,664
|
|
$85.00
|
|
1,700
|
|
|
(1,700
|
)
|
|
1,065
|
|
|
1,065
|
|
|
2,765
|
|
$87.50
|
|
1,739
|
|
|
(1,739
|
)
|
|
1,122
|
|
|
1,122
|
|
|
2,861
|
|
$90.00
|
|
1,775
|
|
|
(1,775
|
)
|
|
1,175
|
|
|
1,175
|
|
|
2,950
|
|
$92.50
|
|
1,810
|
|
|
(1,810
|
)
|
|
1,226
|
|
|
1,226
|
|
|
3,036
|
|
$95.00
|
|
1,842
|
|
|
(1,842
|
)
|
|
1,274
|
|
|
1,274
|
|
|
3,116
|
|
$97.50
|
|
1,873
|
|
|
(1,873
|
)
|
|
1,320
|
|
|
1,320
|
|
|
3,193
|
|
$100.00
|
|
1,903
|
|
|
(1,903
|
)
|
|
1,363
|
|
|
1,363
|
|
|
3,266
|
|
Company
Stock Price
|
|
Net Shares
Issuable Under the
2.25% Notes
|
|
Share Entitlement
Under the 2.25%
Purchased Options
|
|
Shares
Issuable Under the 2.25% Warrants |
|
Net Issuable
Shares
|
|
Potential
Dilutive
Shares
|
|||||
|
|
|
|
(Shares in thousands)
|
|
|
|
|
|||||||
$57.00
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
$59.50
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
5
|
|
$62.00
|
|
129
|
|
|
(129
|
)
|
|
—
|
|
|
—
|
|
|
129
|
|
$64.50
|
|
243
|
|
|
(243
|
)
|
|
—
|
|
|
—
|
|
|
243
|
|
$67.00
|
|
349
|
|
|
(349
|
)
|
|
—
|
|
|
—
|
|
|
349
|
|
$69.50
|
|
447
|
|
|
(447
|
)
|
|
—
|
|
|
—
|
|
|
447
|
|
$72.00
|
|
539
|
|
|
(539
|
)
|
|
—
|
|
|
—
|
|
|
539
|
|
$74.50
|
|
624
|
|
|
(624
|
)
|
|
—
|
|
|
—
|
|
|
624
|
|
$77.00
|
|
703
|
|
|
(703
|
)
|
|
—
|
|
|
—
|
|
|
703
|
|
$79.50
|
|
778
|
|
|
(778
|
)
|
|
—
|
|
|
—
|
|
|
778
|
|
$82.00
|
|
848
|
|
|
(848
|
)
|
|
65
|
|
|
65
|
|
|
913
|
|
$84.50
|
|
914
|
|
|
(914
|
)
|
|
154
|
|
|
154
|
|
|
1,068
|
|
$87.00
|
|
976
|
|
|
(976
|
)
|
|
238
|
|
|
238
|
|
|
1,214
|
|
$89.50
|
|
1,035
|
|
|
(1,035
|
)
|
|
317
|
|
|
317
|
|
|
1,352
|
|
$92.00
|
|
1,090
|
|
|
(1,090
|
)
|
|
392
|
|
|
392
|
|
|
1,482
|
|
$94.50
|
|
1,143
|
|
|
(1,143
|
)
|
|
463
|
|
|
463
|
|
|
1,606
|
|
$97.00
|
|
1,193
|
|
|
(1,193
|
)
|
|
531
|
|
|
531
|
|
|
1,724
|
|
$99.50
|
|
1,240
|
|
|
(1,240
|
)
|
|
595
|
|
|
595
|
|
|
1,835
|
|
$102.00
|
|
1,285
|
|
|
(1,285
|
)
|
|
656
|
|
|
656
|
|
|
1,941
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
< 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Thereafter
|
||||||||||
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
||||||||||
Floorplan notes payable
|
|
$
|
1,068,663
|
|
|
$
|
1,068,663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Estimated interest payments on floor plan notes payable
(1)
|
|
12,385
|
|
|
6,343
|
|
|
5,000
|
|
|
1,042
|
|
|
—
|
|
|||||
Long-term debt obligations and short-term financing
(2)
|
|
577,429
|
|
|
58,432
|
|
|
49,045
|
|
|
187,308
|
|
|
282,644
|
|
|||||
Estimated interest payments on fixed-rate long-term debt obligations
(3)
|
|
164,792
|
|
|
15,905
|
|
|
30,403
|
|
|
27,463
|
|
|
91,021
|
|
|||||
Estimated interest payments on variable-rate long-term debt obligations
(4)
|
|
16,634
|
|
|
4,316
|
|
|
6,775
|
|
|
3,034
|
|
|
2,509
|
|
|||||
Capital lease obligations
|
|
38,233
|
|
|
2,214
|
|
|
4,748
|
|
|
5,496
|
|
|
25,775
|
|
|||||
Estimated interest on capital lease obligations
|
|
32,099
|
|
|
3,602
|
|
|
6,705
|
|
|
5,914
|
|
|
15,878
|
|
|||||
Operating lease obligations
|
|
262,937
|
|
|
45,886
|
|
|
77,638
|
|
|
63,383
|
|
|
76,030
|
|
|||||
Interest rate risk management obligations
|
|
43,089
|
|
|
—
|
|
|
11,974
|
|
|
23,280
|
|
|
7,835
|
|
|||||
Estimated interest payments on interest rate risk management obligations
|
|
65,326
|
|
|
10,559
|
|
|
21,944
|
|
|
23,815
|
|
|
9,008
|
|
|||||
Purchase commitments
(5)
|
|
10,178
|
|
|
4,835
|
|
|
4,995
|
|
|
348
|
|
|
—
|
|
|||||
Total
|
|
$
|
2,291,765
|
|
|
$
|
1,220,755
|
|
|
$
|
219,227
|
|
|
$
|
341,083
|
|
|
$
|
510,700
|
|
(1)
|
Calculated using the Floorplan Line balance and weighted average interest rate at December 31, 2012, and the assumption that these liabilities would be settled within 63 days, which approximates our weighted average inventory days outstanding. In addition, amounts include estimated commitment fees on the unused portion of the Floorplan Line through the term of the Revolving Credit Facility, assuming no additional Floorplan Line borrowings beyond 63 days.
|
(2)
|
Includes $29.3 million of outstanding letters of credit associated with the Acquisition Line of our Revolving Credit Facility due in 2013.
|
(3)
|
Includes our 3.00% Notes due 2020, 2.25% Convertible Notes due 2036 and other real estate related debt.
|
(4)
|
Includes interest on letters of credit associated with the Acquisition Line of our Revolving Credit Facility due 2013, commitment fees on the unused portion of the Acquisition Line through the term of the Revolving Credit Facility, and estimated interest on our Foreign Notes and other real estate related debt.
|
(5)
|
Includes IT commitments and other.
|
|
Group 1 Automotive, Inc.
|
||
|
|
|
|
|
By:
|
|
/s/ Earl J. Hesterberg
|
|
|
|
Earl J. Hesterberg
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Earl J. Hesterberg
|
|
President and Chief Executive Officer and Director
|
Earl J. Hesterberg
|
|
(Principal Executive Officer)
|
|
|
|
/s/ John C. Rickel
|
|
Senior Vice President and Chief Financial Officer
|
John C. Rickel
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ John L. Adams
|
|
Chairman and Director
|
John L. Adams
|
|
|
|
|
|
/s/ Louis E. Lataif
|
|
Director
|
Louis E. Lataif
|
|
|
|
|
|
/s/ Stephen D. Quinn
|
|
Director
|
Stephen D. Quinn
|
|
|
|
|
|
/s/ Beryl Raff
|
|
Director
|
Beryl Raff
|
|
|
|
|
|
/s/ J. Terry Strange
|
|
Director
|
J. Terry Strange
|
|
|
|
|
|
/s/ Max P. Watson, Jr.
|
|
Director
|
Max P. Watson, Jr.
|
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
|
|
(In thousands, except per
share amounts)
|
||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
4,650
|
|
|
$
|
14,895
|
|
Contracts-in-transit and vehicle receivables, net
|
|
204,396
|
|
|
167,507
|
|
||
Accounts and notes receivable, net
|
|
111,228
|
|
|
92,775
|
|
||
Inventories, net
|
|
1,194,288
|
|
|
867,470
|
|
||
Deferred income taxes
|
|
19,750
|
|
|
16,012
|
|
||
Prepaid expenses and other current assets
|
|
31,869
|
|
|
16,925
|
|
||
Total current assets
|
|
1,566,181
|
|
|
1,175,584
|
|
||
PROPERTY AND EQUIPMENT, net
|
|
667,768
|
|
|
585,633
|
|
||
GOODWILL
|
|
582,384
|
|
|
531,458
|
|
||
INTANGIBLE FRANCHISE RIGHTS
|
|
196,058
|
|
|
170,687
|
|
||
OTHER ASSETS
|
|
10,624
|
|
|
12,981
|
|
||
Total assets
|
|
$
|
3,023,015
|
|
|
$
|
2,476,343
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Floorplan notes payable — credit facility
|
|
$
|
968,959
|
|
|
$
|
718,945
|
|
Offset account related to floorplan notes payable - credit facility
|
|
(112,261
|
)
|
|
(109,207
|
)
|
||
Floorplan notes payable — manufacturer affiliates
|
|
211,965
|
|
|
155,980
|
|
||
Current maturities of long-term debt and short-term financing
|
|
31,358
|
|
|
14,663
|
|
||
Current liabilities from interest rate risk management activities
|
|
—
|
|
|
7,273
|
|
||
Accounts payable
|
|
167,439
|
|
|
148,048
|
|
||
Accrued expenses
|
|
128,118
|
|
|
109,245
|
|
||
Total current liabilities
|
|
1,395,578
|
|
|
1,044,947
|
|
||
LONG-TERM DEBT, net of current maturities
|
|
555,016
|
|
|
482,601
|
|
||
DEFERRED INCOME TAXES
|
|
94,130
|
|
|
78,459
|
|
||
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES
|
|
43,089
|
|
|
26,766
|
|
||
OTHER LIABILITIES
|
|
42,413
|
|
|
36,470
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 14)
|
|
|
|
|
||||
|
|
|
|
|
||||
TEMPORARY EQUITY - Redeemable equity portion of the 3.00% Convertible Senior Notes
|
|
32,505
|
|
|
—
|
|
||
|
|
|
|
|
||||
STOCKHOLDERS’ EQUITY:
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 1,000 shares authorized; none issued or outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 50,000 shares authorized; 25,836 and 25,967 issued, respectively
|
|
258
|
|
|
260
|
|
||
Additional paid-in capital
|
|
332,836
|
|
|
363,375
|
|
||
Retained earnings
|
|
677,864
|
|
|
591,037
|
|
||
Accumulated other comprehensive loss
|
|
(33,057
|
)
|
|
(29,236
|
)
|
||
Treasury stock, at cost; 3,110 and 3,260 shares, respectively
|
|
(117,617
|
)
|
|
(118,336
|
)
|
||
Total stockholders’ equity
|
|
860,284
|
|
|
807,100
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
3,023,015
|
|
|
$
|
2,476,343
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands, except per share amounts)
|
||||||||||
REVENUES:
|
|
|
|
|
|
|
||||||
New vehicle retail sales
|
|
$
|
4,291,098
|
|
|
$
|
3,402,647
|
|
|
$
|
3,086,807
|
|
Used vehicle retail sales
|
|
1,756,918
|
|
|
1,416,520
|
|
|
1,271,039
|
|
|||
Used vehicle wholesale sales
|
|
288,139
|
|
|
251,043
|
|
|
215,530
|
|
|||
Parts and service sales
|
|
880,070
|
|
|
813,819
|
|
|
767,004
|
|
|||
Finance, insurance and other, net
|
|
259,875
|
|
|
195,736
|
|
|
168,789
|
|
|||
Total revenues
|
|
7,476,100
|
|
|
6,079,765
|
|
|
5,509,169
|
|
|||
COST OF SALES:
|
|
|
|
|
|
|
||||||
New vehicle retail sales
|
|
4,043,659
|
|
|
3,192,309
|
|
|
2,909,012
|
|
|||
Used vehicle retail sales
|
|
1,610,912
|
|
|
1,291,996
|
|
|
1,156,035
|
|
|||
Used vehicle wholesale sales
|
|
285,695
|
|
|
246,963
|
|
|
212,833
|
|
|||
Parts and service sales
|
|
418,582
|
|
|
387,897
|
|
|
354,256
|
|
|||
Total cost of sales
|
|
6,358,848
|
|
|
5,119,165
|
|
|
4,632,136
|
|
|||
GROSS PROFIT
|
|
1,117,252
|
|
|
960,600
|
|
|
877,033
|
|
|||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
848,446
|
|
|
735,229
|
|
|
693,635
|
|
|||
DEPRECIATION AND AMORTIZATION EXPENSE
|
|
31,534
|
|
|
27,063
|
|
|
26,455
|
|
|||
ASSET IMPAIRMENTS
|
|
7,276
|
|
|
4,805
|
|
|
10,840
|
|
|||
INCOME FROM OPERATIONS
|
|
229,996
|
|
|
193,503
|
|
|
146,103
|
|
|||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
||||||
Floorplan interest expense
|
|
(31,796
|
)
|
|
(27,687
|
)
|
|
(34,110
|
)
|
|||
Other interest expense, net
|
|
(37,465
|
)
|
|
(33,722
|
)
|
|
(27,217
|
)
|
|||
Loss on redemption of long-term debt
|
|
—
|
|
|
—
|
|
|
(3,872
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
|
160,735
|
|
|
132,094
|
|
|
80,904
|
|
|||
PROVISION FOR INCOME TAXES
|
|
(60,526
|
)
|
|
(49,700
|
)
|
|
(30,600
|
)
|
|||
NET INCOME
|
|
$
|
100,209
|
|
|
$
|
82,394
|
|
|
$
|
50,304
|
|
BASIC EARNINGS PER SHARE
|
|
$
|
4.39
|
|
|
$
|
3.50
|
|
|
$
|
2.09
|
|
Weighted average common shares outstanding
|
|
21,620
|
|
|
22,157
|
|
|
22,767
|
|
|||
DILUTED EARNINGS PER SHARE
|
|
$
|
4.19
|
|
|
$
|
3.47
|
|
|
$
|
2.09
|
|
Weighted average common shares outstanding
|
|
22,688
|
|
|
22,409
|
|
|
22,788
|
|
|||
CASH DIVIDENDS PER COMMON SHARE
|
|
$
|
0.59
|
|
|
$
|
0.48
|
|
|
$
|
0.10
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands, except per share
amounts)
|
||||||||||
NET INCOME
|
|
$
|
100,209
|
|
|
$
|
82,394
|
|
|
$
|
50,304
|
|
OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
1,843
|
|
|
(117
|
)
|
|
(594
|
)
|
|||
Unrealized loss on marketable securities, net of tax benefit of $5, $25, and $32, respectively
|
|
(8
|
)
|
|
(42
|
)
|
|
(54
|
)
|
|||
Net unrealized gain (loss) on interest rate swaps:
|
|
|
|
|
|
|
||||||
Unrealized loss arising during the period, net of tax benefit of $7,634, $11,222, and $4,154, respectively
|
|
(12,724
|
)
|
|
(18,705
|
)
|
|
(6,922
|
)
|
|||
Reclassification adjustment for loss included in interest expense, net of tax provision of $4,241, $5,029, and $9,043, respectively
|
|
7,068
|
|
|
8,383
|
|
|
15,071
|
|
|||
Net unrealized gain (loss) on interest rate swaps, net of tax
|
|
(5,656
|
)
|
|
(10,322
|
)
|
|
8,149
|
|
|||
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES
|
|
(3,821
|
)
|
|
(10,481
|
)
|
|
7,501
|
|
|||
COMPREHENSIVE INCOME
|
|
$
|
96,388
|
|
|
$
|
71,913
|
|
|
$
|
57,805
|
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Treasury
Stock
|
|
Total
|
|||||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
|
|
(In thousands)
|
|||||||||||||||||||||||||
BALANCE, December 31, 2009
|
|
26,219
|
|
|
$
|
262
|
|
|
$
|
346,055
|
|
|
$
|
471,932
|
|
|
$
|
(26,256
|
)
|
|
$
|
(71,837
|
)
|
|
$
|
720,156
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,304
|
|
|
—
|
|
|
—
|
|
|
50,304
|
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,501
|
|
|
—
|
|
|
7,501
|
|
||||||
Purchases of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,765
|
)
|
|
(26,765
|
)
|
||||||
Net issuance of treasury shares to employee stock compensation plans
|
|
(123
|
)
|
|
(1
|
)
|
|
(17,856
|
)
|
|
—
|
|
|
—
|
|
|
17,655
|
|
|
(202
|
)
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
9,942
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,942
|
|
||||||
Tax effect from stock-based compensation plans
|
|
—
|
|
|
—
|
|
|
741
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
741
|
|
||||||
Purchase of equity calls, net of deferred tax benefit of $17,227
|
|
—
|
|
|
—
|
|
|
(28,712
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,712
|
)
|
||||||
Sale of equity warrants
|
|
—
|
|
|
—
|
|
|
29,309
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,309
|
|
||||||
Equity component of 3.00% Convertible Note issuance, net of deferred tax liability of $14,692
|
|
—
|
|
|
—
|
|
|
24,487
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,487
|
|
||||||
Cash dividends, net of estimated forfeitures relative to participating securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,393
|
)
|
|
—
|
|
|
—
|
|
|
(2,393
|
)
|
||||||
BALANCE, December 31, 2010
|
|
26,096
|
|
|
261
|
|
|
363,966
|
|
|
519,843
|
|
|
(18,755
|
)
|
|
(80,947
|
)
|
|
784,368
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,394
|
|
|
—
|
|
|
—
|
|
|
82,394
|
|
||||||
Other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,481
|
)
|
|
—
|
|
|
(10,481
|
)
|
||||||
Purchases of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,777
|
)
|
|
(50,777
|
)
|
||||||
Net issuance of treasury shares to employee stock compensation plans
|
|
(129
|
)
|
|
(1
|
)
|
|
(14,096
|
)
|
|
—
|
|
|
—
|
|
|
13,388
|
|
|
(709
|
)
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
10,908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,908
|
|
||||||
Tax effect from stock-based compensation plans
|
|
—
|
|
|
—
|
|
|
2,597
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,597
|
|
||||||
Cash dividends, net of estimated forfeitures relative to participating securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,200
|
)
|
|
—
|
|
|
—
|
|
|
(11,200
|
)
|
||||||
BALANCE, December 31, 2011
|
|
25,967
|
|
|
260
|
|
|
363,375
|
|
|
591,037
|
|
|
(29,236
|
)
|
|
(118,336
|
)
|
|
807,100
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,209
|
|
|
—
|
|
|
—
|
|
|
100,209
|
|
||||||
Other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,821
|
)
|
|
—
|
|
|
(3,821
|
)
|
||||||
Purchases of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,317
|
)
|
|
(11,317
|
)
|
||||||
3.00% Convertible Notes reclassification to temporary equity
|
|
—
|
|
|
—
|
|
|
(32,505
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,505
|
)
|
||||||
Net issuance of treasury shares to employee stock compensation plans
|
|
(131
|
)
|
|
(2
|
)
|
|
(12,949
|
)
|
|
—
|
|
|
—
|
|
|
12,036
|
|
|
(915
|
)
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
11,880
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,880
|
|
||||||
Tax effect from stock-based compensation plans
|
|
—
|
|
|
—
|
|
|
3,035
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,035
|
|
||||||
Cash dividends, net of estimated forfeitures relative to participating securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,382
|
)
|
|
—
|
|
|
—
|
|
|
(13,382
|
)
|
||||||
BALANCE, December 31, 2012
|
|
25,836
|
|
|
$
|
258
|
|
|
$
|
332,836
|
|
|
$
|
677,864
|
|
|
$
|
(33,057
|
)
|
|
$
|
(117,617
|
)
|
|
$
|
860,284
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
100,209
|
|
|
$
|
82,394
|
|
|
$
|
50,304
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
31,534
|
|
|
27,063
|
|
|
26,455
|
|
|||
Deferred income taxes
|
|
13,282
|
|
|
24,824
|
|
|
23,274
|
|
|||
Asset Impairments
|
|
7,276
|
|
|
4,805
|
|
|
10,840
|
|
|||
Stock-based compensation
|
|
11,931
|
|
|
10,919
|
|
|
9,942
|
|
|||
Amortization of debt discount and issue costs
|
|
12,990
|
|
|
11,990
|
|
|
10,322
|
|
|||
Loss on redemption of long-term debt
|
|
—
|
|
|
—
|
|
|
3,872
|
|
|||
(Gain) loss on disposition of assets
|
|
(4,941
|
)
|
|
(961
|
)
|
|
848
|
|
|||
Tax effect from excess stock-based compensation
|
|
(2,875
|
)
|
|
(2,478
|
)
|
|
(592
|
)
|
|||
Other
|
|
3,965
|
|
|
2,755
|
|
|
1,416
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
|
||||||
Accounts payable and accrued expenses
|
|
29,874
|
|
|
77,027
|
|
|
16,130
|
|
|||
Accounts and notes receivable
|
|
(6,777
|
)
|
|
(17,875
|
)
|
|
(13,844
|
)
|
|||
Inventories
|
|
(278,232
|
)
|
|
(7,410
|
)
|
|
(174,249
|
)
|
|||
Contracts-in-transit and vehicle receivables
|
|
(29,091
|
)
|
|
(53,821
|
)
|
|
(27,218
|
)
|
|||
Prepaid expenses and other assets
|
|
2,448
|
|
|
(11,246
|
)
|
|
6,922
|
|
|||
Floorplan notes payable — manufacturer affiliates
|
|
33,248
|
|
|
52,757
|
|
|
(10,580
|
)
|
|||
Deferred revenues
|
|
(163
|
)
|
|
(1,427
|
)
|
|
(2,308
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
(75,322
|
)
|
|
199,316
|
|
|
(68,466
|
)
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Cash paid in acquisitions, net of cash received
|
|
(177,956
|
)
|
|
(159,597
|
)
|
|
(34,693
|
)
|
|||
Proceeds from disposition of franchises, property and equipment
|
|
39,197
|
|
|
6,039
|
|
|
46,179
|
|
|||
Purchases of property and equipment, including real estate
|
|
(88,491
|
)
|
|
(60,558
|
)
|
|
(69,116
|
)
|
|||
Other
|
|
2,792
|
|
|
1,343
|
|
|
2,843
|
|
|||
Net cash used in investing activities
|
|
(224,458
|
)
|
|
(212,773
|
)
|
|
(54,787
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Borrowings on credit facility — Floorplan Line
|
|
5,700,108
|
|
|
4,825,956
|
|
|
4,994,980
|
|
|||
Repayments on credit facility — Floorplan Line
|
|
(5,453,148
|
)
|
|
(4,777,442
|
)
|
|
(4,854,459
|
)
|
|||
Borrowings on mortgage facility
|
|
18,080
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on mortgage facility
|
|
(2,406
|
)
|
|
(1,599
|
)
|
|
(150,127
|
)
|
|||
Proceeds from issuance of 3.00% Convertible Notes
|
|
—
|
|
|
—
|
|
|
115,000
|
|
|||
Debt issue costs
|
|
—
|
|
|
—
|
|
|
(3,959
|
)
|
|||
Purchase of equity calls
|
|
—
|
|
|
—
|
|
|
(45,939
|
)
|
|||
Sale of equity warrants
|
|
—
|
|
|
—
|
|
|
29,309
|
|
|||
Redemption of other long-term debt
|
|
—
|
|
|
—
|
|
|
(77,011
|
)
|
|||
Borrowings of other long-term debt
|
|
275
|
|
|
308
|
|
|
5,114
|
|
|||
Principal payments of long-term debt related to real estate loans
|
|
(15,197
|
)
|
|
(7,775
|
)
|
|
(3,806
|
)
|
|||
Borrowings of long-term debt related to real estate loans
|
|
70,685
|
|
|
32,713
|
|
|
146,003
|
|
|||
Principal payments of other long-term debt
|
|
(4,784
|
)
|
|
(3,293
|
)
|
|
(1,021
|
)
|
|||
Repurchases of common stock, amounts based on settlement date
|
|
(11,317
|
)
|
|
(50,777
|
)
|
|
(26,765
|
)
|
|||
Issuance of common stock to benefit plans, net of employee net share settlements
|
|
(915
|
)
|
|
(709
|
)
|
|
4,369
|
|
|||
Debt extinguishment costs
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|||
Tax effect from excess stock-based compensation
|
|
2,875
|
|
|
2,478
|
|
|
592
|
|
|||
Dividends paid
|
|
(13,433
|
)
|
|
(11,211
|
)
|
|
(2,393
|
)
|
|||
Net cash provided by financing activities
|
|
290,823
|
|
|
8,649
|
|
|
129,710
|
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
|
(1,288
|
)
|
|
(140
|
)
|
|
165
|
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(10,245
|
)
|
|
(4,948
|
)
|
|
6,622
|
|
|||
CASH AND CASH EQUIVALENTS, beginning of period
|
|
14,895
|
|
|
19,843
|
|
|
13,221
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
4,650
|
|
|
$
|
14,895
|
|
|
$
|
19,843
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment, including real estate, accrued in accounts payable and accrued expenses
|
|
$
|
6,045
|
|
|
$
|
7,995
|
|
|
$
|
1,786
|
|
|
|
Amount of Unrealized Gain (Loss),
Net of Tax, Recognized in OCI
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
Derivatives in Cash Flow Hedging Relationship
|
|
|
|
|
|
|
||||||
Interest rate swap contracts
|
|
$
|
(12,724
|
)
|
|
$
|
(18,705
|
)
|
|
$
|
(6,922
|
)
|
|
|
|
|
|
|
|
||||||
|
|
Amount of Loss Reclassified from OCI
into Statement of Operations
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
Location of Loss Reclassified from OCI into Statements of Operations
|
|
|
|
|
|
|
||||||
Floorplan interest expense
|
|
$
|
(10,144
|
)
|
|
$
|
(12,398
|
)
|
|
$
|
(21,126
|
)
|
Other interest expense
|
|
(1,165
|
)
|
|
(1,014
|
)
|
|
(2,988
|
)
|
|
|
Awards
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Nonvested at December 31, 2011
|
|
1,154,004
|
|
|
$
|
28.30
|
|
Granted
|
|
336,524
|
|
|
55.05
|
|
|
Vested
|
|
(366,756
|
)
|
|
24.25
|
|
|
Forfeited
|
|
(100,422
|
)
|
|
31.97
|
|
|
Nonvested at December 31, 2012
|
|
1,023,350
|
|
|
$
|
38.19
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands, except per share
amounts)
|
||||||||||
Weighted average basic common shares outstanding
|
|
21,620
|
|
|
22,157
|
|
|
22,767
|
|
|||
Dilutive effect of contingently convertible notes and warrants
|
|
1,058
|
|
|
238
|
|
|
—
|
|
|||
Dilutive effect of stock options, net of assumed repurchase of treasury stock
|
|
4
|
|
|
8
|
|
|
12
|
|
|||
Dilutive effect of employee stock purchases, net of assumed repurchase of treasury stock
|
|
6
|
|
|
6
|
|
|
9
|
|
|||
Weighted average dilutive common shares outstanding
|
|
22,688
|
|
|
22,409
|
|
|
22,788
|
|
|||
Basic:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
100,209
|
|
|
$
|
82,394
|
|
|
$
|
50,304
|
|
Less: Earnings allocated to participating securities
|
|
5,269
|
|
|
4,765
|
|
|
2,675
|
|
|||
Earnings available to basic common shares
|
|
$
|
94,940
|
|
|
$
|
77,629
|
|
|
$
|
47,629
|
|
Basic earnings per common share
|
|
$
|
4.39
|
|
|
$
|
3.50
|
|
|
$
|
2.09
|
|
Diluted:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
100,209
|
|
|
$
|
82,394
|
|
|
$
|
50,304
|
|
Less: Earnings allocated to participating securities
|
|
5,062
|
|
|
4,721
|
|
|
2,673
|
|
|||
Earnings available to diluted common shares
|
|
$
|
95,147
|
|
|
$
|
77,673
|
|
|
$
|
47,631
|
|
Diluted earnings per common share
|
|
$
|
4.19
|
|
|
$
|
3.47
|
|
|
$
|
2.09
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
Domestic
|
|
$
|
153,347
|
|
|
$
|
128,041
|
|
|
$
|
78,218
|
|
Foreign
|
|
7,388
|
|
|
4,053
|
|
|
2,686
|
|
|||
Total income before income taxes
|
|
$
|
160,735
|
|
|
$
|
132,094
|
|
|
$
|
80,904
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
Federal:
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
38,129
|
|
|
$
|
21,013
|
|
|
$
|
4,920
|
|
Deferred
|
|
14,926
|
|
|
22,913
|
|
|
21,271
|
|
|||
State:
|
|
|
|
|
|
|
||||||
Current
|
|
3,956
|
|
|
2,934
|
|
|
1,397
|
|
|||
Deferred
|
|
1,783
|
|
|
1,854
|
|
|
2,339
|
|
|||
Foreign:
|
|
|
|
|
|
|
||||||
Current
|
|
1,947
|
|
|
928
|
|
|
883
|
|
|||
Deferred
|
|
(215
|
)
|
|
58
|
|
|
(210
|
)
|
|||
Provision for income taxes
|
|
$
|
60,526
|
|
|
$
|
49,700
|
|
|
$
|
30,600
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
Provision at the U.S. federal statutory rate
|
|
$
|
56,257
|
|
|
$
|
46,233
|
|
|
$
|
28,316
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
||||||
State income tax, net of benefit for federal deduction
|
|
3,455
|
|
|
3,492
|
|
|
2,502
|
|
|||
Foreign income tax rate differential
|
|
(854
|
)
|
|
(433
|
)
|
|
(267
|
)
|
|||
Employment credits
|
|
(291
|
)
|
|
(717
|
)
|
|
(252
|
)
|
|||
Changes in valuation allowances
|
|
183
|
|
|
(213
|
)
|
|
213
|
|
|||
Stock-based compensation
|
|
201
|
|
|
79
|
|
|
71
|
|
|||
Other
|
|
1,575
|
|
|
1,259
|
|
|
17
|
|
|||
Provision for income taxes
|
|
$
|
60,526
|
|
|
$
|
49,700
|
|
|
$
|
30,600
|
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
||||
Loss reserves and accruals
|
|
$
|
34,208
|
|
|
$
|
27,908
|
|
Interest rate swaps
|
|
16,158
|
|
|
12,765
|
|
||
Convertible note hedge on 3.00% Notes
|
|
13,961
|
|
|
15,250
|
|
||
Convertible note hedge on 2.25% Notes
|
|
9,808
|
|
|
12,722
|
|
||
State net operating loss (“NOL”) carryforwards
|
|
13,720
|
|
|
13,557
|
|
||
Deferred tax assets
|
|
87,855
|
|
|
82,202
|
|
||
Valuation allowance on state NOL
|
|
(11,393
|
)
|
|
(11,156
|
)
|
||
Net deferred tax assets
|
|
$
|
76,462
|
|
|
$
|
71,046
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Goodwill and intangible franchise rights
|
|
(92,900
|
)
|
|
(79,100
|
)
|
||
Depreciation expense
|
|
(33,371
|
)
|
|
(26,447
|
)
|
||
Discount on 3.00% Notes
|
|
(11,728
|
)
|
|
(12,876
|
)
|
||
Discount on 2.25% Notes
|
|
(10,647
|
)
|
|
(13,247
|
)
|
||
Other
|
|
(1,374
|
)
|
|
(1,788
|
)
|
||
Deferred tax liabilities
|
|
(150,020
|
)
|
|
(133,458
|
)
|
||
Net deferred tax liability
|
|
$
|
(73,558
|
)
|
|
$
|
(62,412
|
)
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
Amounts due from manufacturers
|
|
$
|
64,039
|
|
|
$
|
48,912
|
|
Parts and service receivables
|
|
17,879
|
|
|
16,956
|
|
||
Finance and insurance receivables, net
|
|
16,060
|
|
|
16,755
|
|
||
Other
|
|
14,895
|
|
|
11,395
|
|
||
Total accounts and notes receivable
|
|
112,873
|
|
|
94,018
|
|
||
Less allowance for doubtful accounts
|
|
1,645
|
|
|
1,243
|
|
||
Accounts and notes receivable
|
|
$
|
111,228
|
|
|
$
|
92,775
|
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
New vehicles
|
|
$
|
895,484
|
|
|
$
|
611,931
|
|
Used vehicles
|
|
184,775
|
|
|
154,420
|
|
||
Rental vehicles
|
|
68,014
|
|
|
59,096
|
|
||
Parts, accessories and other
|
|
50,370
|
|
|
44,445
|
|
||
Lower of cost or market reserves
|
|
(4,355
|
)
|
|
(2,422
|
)
|
||
Inventories
|
|
$
|
1,194,288
|
|
|
$
|
867,470
|
|
|
|
Estimated
Useful Lives
in Years
|
|
December 31,
|
|||||||
|
|
2012
|
|
2011
|
|||||||
|
|
|
|
(In thousands)
|
|||||||
Land
|
|
—
|
|
|
$
|
232,944
|
|
|
$
|
211,754
|
|
Buildings
|
|
30 to 40
|
|
|
331,526
|
|
|
284,638
|
|
||
Leasehold improvements
|
|
varies
|
|
|
97,651
|
|
|
86,084
|
|
||
Machinery and equipment
|
|
7 to 20
|
|
|
69,630
|
|
|
59,316
|
|
||
Furniture and fixtures
|
|
3 to 10
|
|
|
61,627
|
|
|
54,406
|
|
||
Company vehicles
|
|
3 to 5
|
|
|
9,239
|
|
|
9,877
|
|
||
Construction in progress
|
|
—
|
|
|
28,188
|
|
|
16,719
|
|
||
Total
|
|
|
|
830,805
|
|
|
722,794
|
|
|||
Less accumulated depreciation and amortization
|
|
|
|
163,037
|
|
|
137,161
|
|
|||
Property and equipment, net
|
|
|
|
$
|
667,768
|
|
|
$
|
585,633
|
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
Floorplan notes payable — credit facility
|
|
|
|
|
||||
New vehicles
|
|
$
|
837,436
|
|
|
$
|
603,313
|
|
Used vehicles
|
|
112,261
|
|
|
98,587
|
|
||
Rental vehicles
|
|
19,262
|
|
|
17,045
|
|
||
Floorplan offset
|
|
(112,261
|
)
|
|
(109,207
|
)
|
||
Total
|
|
$
|
856,698
|
|
|
$
|
609,738
|
|
Floorplan notes payable — manufacturer affiliates
|
|
|
|
|
||||
FMCC Facility
|
|
$
|
143,028
|
|
|
$
|
107,587
|
|
Other and rental vehicles
|
|
68,937
|
|
|
48,393
|
|
||
Total
|
|
$
|
211,965
|
|
|
$
|
155,980
|
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
2.25% Convertible Senior Notes due 2036 (principal of $182,753 at December 31, 2012 and 2011, respectively)
|
|
$
|
152,363
|
|
|
$
|
144,985
|
|
3.00% Convertible Senior Notes due 2020 (principal of $115,000 at December 31, 2012 and 2011, respectively)
|
|
80,706
|
|
|
77,401
|
|
||
Mortgage Facility
|
|
56,677
|
|
|
41,003
|
|
||
Other Real Estate Related and Long-Term Debt
|
|
249,710
|
|
|
194,580
|
|
||
Capital Lease Obligations Related to Real Estate, maturing in varying amounts through November 2032 with a weighted average interest rate of 11.9%
|
|
38,232
|
|
|
39,295
|
|
||
|
|
577,688
|
|
|
497,264
|
|
||
Less current maturities of mortgage facility and other long-term debt
|
|
22,672
|
|
|
14,663
|
|
||
|
|
$
|
555,016
|
|
|
$
|
482,601
|
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
Carrying amount of equity component
|
|
$
|
65,270
|
|
|
$
|
65,270
|
|
Allocated underwriter fees, net of taxes
|
|
(1,475
|
)
|
|
(1,475
|
)
|
||
Allocated debt issuance cost, net of taxes
|
|
(58
|
)
|
|
(58
|
)
|
||
Total net equity component
|
|
$
|
63,737
|
|
|
$
|
63,737
|
|
Deferred income tax component
|
|
$
|
10,846
|
|
|
$
|
13,452
|
|
Principal amount of 2.25% Notes
|
|
$
|
182,753
|
|
|
$
|
182,753
|
|
Unamortized discount
|
|
(29,244
|
)
|
|
(36,344
|
)
|
||
Unamortized underwriter fees
|
|
(1,146
|
)
|
|
(1,424
|
)
|
||
Net carrying amount of liability component
|
|
$
|
152,363
|
|
|
$
|
144,985
|
|
Unamortized debt issuance cost
|
|
$
|
45
|
|
|
$
|
56
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(Dollars in thousands)
|
||||||||||
Year-to-date contractual interest expense
|
|
$
|
4,112
|
|
|
$
|
4,119
|
|
|
$
|
4,119
|
|
Year-to-date discount amortization
(1)
|
|
$
|
6,948
|
|
|
$
|
6,409
|
|
|
$
|
5,819
|
|
Effective interest rate of liability component
|
|
7.7
|
%
|
|
7.7
|
%
|
|
7.7
|
%
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
Carrying amount of equity component
|
|
$
|
25,359
|
|
|
$
|
25,359
|
|
Allocated underwriter fees, net of taxes
|
|
(760
|
)
|
|
(760
|
)
|
||
Allocated debt issuance cost, net of taxes
|
|
(112
|
)
|
|
(112
|
)
|
||
Total net equity component
|
|
$
|
24,487
|
|
|
$
|
24,487
|
|
Deferred income tax component
|
|
$
|
11,844
|
|
|
$
|
12,956
|
|
Principal amount of 3.00% Notes
|
|
$
|
115,000
|
|
|
$
|
115,000
|
|
Unamortized discount
|
|
(32,505
|
)
|
|
(35,638
|
)
|
||
Unamortized underwriter fees
|
|
(1,789
|
)
|
|
(1,961
|
)
|
||
Net carrying amount of liability component
|
|
$
|
80,706
|
|
|
$
|
77,401
|
|
Unamortized debt issuance cost
|
|
$
|
264
|
|
|
$
|
289
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(Dollars in thousands)
|
||||||
Year-to-date contractual interest expense
|
|
$
|
3,450
|
|
|
$
|
3,461
|
|
Year-to-date discount amortization
(1)
|
|
$
|
2,966
|
|
|
$
|
2,706
|
|
Effective interest rate of liability component
|
|
8.6
|
%
|
|
8.6
|
%
|
•
|
Level 1 — unadjusted, quoted prices for identical assets or liabilities in active markets;
|
•
|
Level 2 — quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and
|
•
|
Level 3 — unobservable inputs based upon the reporting entity’s internally developed assumptions that market participants would use in pricing the asset or liability.
|
|
|
As of December 31, 2012
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
|
|
(In thousands)
|
||||||||||
Assets:
|
|
|
|
|
|
|
||||||
Debt securities:
|
|
|
|
|
|
|
||||||
Demand obligations
|
|
$
|
—
|
|
|
$
|
616
|
|
|
$
|
616
|
|
Total
|
|
$
|
—
|
|
|
$
|
616
|
|
|
$
|
616
|
|
Liabilities:
|
|
|
|
|
|
|
||||||
Interest rate derivative financial instruments
|
|
$
|
—
|
|
|
$
|
43,089
|
|
|
$
|
43,089
|
|
Total
|
|
$
|
—
|
|
|
$
|
43,089
|
|
|
$
|
43,089
|
|
|
|
As of December 31, 2011
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
|
|
(In thousands)
|
||||||||||
Assets:
|
|
|
|
|
|
|
||||||
Marketable securities — money market
|
|
$
|
1,571
|
|
|
$
|
—
|
|
|
$
|
1,571
|
|
Debt securities:
|
|
|
|
|
|
|
||||||
Demand obligations
|
|
—
|
|
|
271
|
|
|
271
|
|
|||
Collateralized mortgage obligations
|
|
—
|
|
|
19
|
|
|
19
|
|
|||
Corporate bonds
|
|
—
|
|
|
338
|
|
|
338
|
|
|||
Municipal obligations
|
|
—
|
|
|
683
|
|
|
683
|
|
|||
Mortgage backed
|
|
—
|
|
|
632
|
|
|
632
|
|
|||
Total debt securities
|
|
—
|
|
|
1,943
|
|
|
1,943
|
|
|||
Total
|
|
$
|
1,571
|
|
|
$
|
1,943
|
|
|
$
|
3,514
|
|
Liabilities:
|
|
|
|
|
|
|
||||||
Interest rate derivative financial instruments
|
|
$
|
—
|
|
|
$
|
34,040
|
|
|
$
|
34,040
|
|
Total
|
|
$
|
—
|
|
|
$
|
34,040
|
|
|
$
|
34,040
|
|
•
|
The Company determined that a certain real estate investment qualified as held-for-sale during the third quarter. As a result, the Company adjusted the respective carrying values of the assets to their estimated fair market values, as determined by third-party appraisals and brokers’ opinions of values. The Company recorded
$3.2 million
of non-cash asset impairment charges. Subsequently, in the fourth quarter, the plan to dispose of the real estate investment was terminated due to non-performance on the buyer's part. As a result, the real estate investment no longer qualified as held-for-sale and the assets were subsequently reclassified as held-for-use prior to December 31, 2011.
|
•
|
The Company also determined that the carrying value of various other long-lived assets was no longer recoverable, and recognized
$1.6 million
in pre-tax non-cash asset impairment charges.
|
•
|
The Company entered into contracts to purchase the real estate associated with
two
of its existing dealership locations and, in conjunction therewith, recognized the impairment of its associated leasehold improvements. In total, the Company recognized
$5.8 million
in pre-tax charges related to these asset impairments.
|
•
|
The Company adjusted the respective carrying values of its assets held-for-sale to their estimated fair market values, as determined by third-party appraisals and brokers’ opinions of value. As a result, the Company recorded
$3.2 million
of pre-tax non-cash asset impairment charges.
|
•
|
The Company also determined that the carrying value of various other long-term assets was no longer recoverable, and recognized
$1.8 million
in pre-tax non-cash asset impairment charges.
|
|
|
Intangible
Franchise Rights
|
|
Goodwill
|
|
||||
|
|
(In thousands)
|
|
||||||
BALANCE, December 31, 2010
|
|
$
|
158,694
|
|
|
$
|
507,962
|
|
(1)
|
Additions through acquisitions
|
|
11,994
|
|
|
23,636
|
|
|
||
Disposals
|
|
—
|
|
|
—
|
|
|
||
Currency Translation
|
|
(1
|
)
|
|
(6
|
)
|
|
||
Tax adjustments
|
|
—
|
|
|
(134
|
)
|
|
||
BALANCE, December 31, 2011
|
|
170,687
|
|
|
531,458
|
|
(1)
|
||
Additions through acquisitions
|
|
33,703
|
|
|
51,699
|
|
|
||
Disposals
|
|
(1,661
|
)
|
|
(1,309
|
)
|
|
||
Impairments
|
|
(6,988
|
)
|
|
—
|
|
|
||
Currency Translation
|
|
317
|
|
|
670
|
|
|
||
Tax adjustments
|
|
—
|
|
|
(134
|
)
|
|
||
BALANCE, December 31, 2012
|
|
$
|
196,058
|
|
|
$
|
582,384
|
|
(1)
|
|
|
||
|
Total
|
||
|
(In thousands)
|
||
Year Ended December 31,
|
|
||
2013
|
$
|
45,886
|
|
2014
|
41,141
|
|
|
2015
|
36,497
|
|
|
2016
|
33,910
|
|
|
2017
|
29,473
|
|
|
Thereafter
|
76,030
|
|
|
Total
(1)
|
$
|
262,937
|
|
|
|
Unrealized
Gain (Loss) on
Foreign Currency
Translation
|
|
Unrealized
Gain (Loss)
on Marketable
Securities
|
|
Unrealized
Gain (Loss)
on Interest
Rate Swaps
|
|
Accumulated
Other
Comprehensive
Income
|
||||||||
|
|
(In thousands)
|
||||||||||||||
BALANCE, December 31, 2009
|
|
$
|
(7,258
|
)
|
|
$
|
104
|
|
|
$
|
(19,102
|
)
|
|
$
|
(26,256
|
)
|
Other comprehensive income (loss), net of tax
|
|
(594
|
)
|
|
(54
|
)
|
|
8,149
|
|
|
7,501
|
|
||||
BALANCE, December 31, 2010
|
|
(7,852
|
)
|
|
50
|
|
|
(10,953
|
)
|
|
(18,755
|
)
|
||||
Other comprehensive loss, net of tax
|
|
(117
|
)
|
|
(42
|
)
|
|
(10,322
|
)
|
|
(10,481
|
)
|
||||
BALANCE, December 31, 2011
|
|
(7,969
|
)
|
|
8
|
|
|
(21,275
|
)
|
|
(29,236
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
1,843
|
|
|
(8
|
)
|
|
(5,656
|
)
|
|
(3,821
|
)
|
||||
BALANCE, December 31, 2012
|
|
$
|
(6,126
|
)
|
|
$
|
—
|
|
|
$
|
(26,931
|
)
|
|
$
|
(33,057
|
)
|
|
|
Quarter
|
|
|
||||||||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Full Year
|
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
1,664,745
|
|
|
$
|
1,895,826
|
|
|
$
|
1,976,572
|
|
|
$
|
1,938,957
|
|
|
$
|
7,476,100
|
|
Gross profit
|
|
260,424
|
|
|
285,344
|
|
|
291,231
|
|
|
280,253
|
|
|
1,117,252
|
|
|||||
Net income
|
|
23,117
|
|
|
28,625
|
|
|
31,335
|
|
|
17,132
|
|
|
100,209
|
|
|||||
Basic earnings per share
(1)
|
|
1.01
|
|
|
1.25
|
|
|
1.38
|
|
|
0.75
|
|
|
4.39
|
|
|||||
Diluted earnings per share
(1)
|
|
0.97
|
|
|
1.20
|
|
|
1.32
|
|
|
0.70
|
|
|
4.19
|
|
|||||
2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
1,409,302
|
|
|
$
|
1,474,145
|
|
|
$
|
1,570,389
|
|
|
$
|
1,625,929
|
|
|
$
|
6,079,765
|
|
Gross profit
|
|
221,775
|
|
|
244,211
|
|
|
248,753
|
|
|
245,861
|
|
|
960,600
|
|
|||||
Net income
|
|
15,362
|
|
|
24,683
|
|
|
21,494
|
|
|
20,855
|
|
|
82,394
|
|
|||||
Basic earnings per share
(1)
|
|
0.64
|
|
|
1.03
|
|
|
0.92
|
|
|
0.92
|
|
|
3.50
|
|
|||||
Diluted earnings per share
(1)
|
|
0.64
|
|
|
1.03
|
|
|
0.91
|
|
|
0.90
|
|
|
3.47
|
|
Exhibit
Number
|
|
Description
|
||
2.1
|
|
—
|
|
Share Purchase Agreement dated as of January 24, 2013, by and among Group 1 Automotive, Inc. and the Shareholders of UAB Motors Participações S.A. named therein and UAB Motors Participações S.A., as Intervening and Consenting Party (Incorporated by reference to Exhibit 2.1 of Group 1 Automotive, Inc.'s Current Report on Form 8-K (File No. 001-13461) filed January 30, 2013)
|
3.1
|
|
—
|
|
Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of Group 1 Automotive, Inc.’s Registration Statement on Form S-1 (Registration No. 333-29893))
|
3.2
|
|
—
|
|
Certificate of Designation of Series A Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.2 of Group 1’s Quarterly Report on Form 10-Q (File No. 001-13461) for the period ended March 31, 2007)
|
3.3
|
|
—
|
|
Amended and Restated Bylaws of Group 1 Automotive, Inc. (Incorporated by reference to Exhibit 3.1 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed November 13, 2007)
|
4.1
|
|
—
|
|
Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 of Group 1 Automotive, Inc.’s Registration Statement on Form S-1 (Registration No. 333-29893))
|
4.2
|
|
—
|
|
Indenture related to the Convertible Senior Notes Due 2036 dated June 26, 2006 between Group 1 Automotive Inc. and Wells Fargo Bank, National Association, as trustee (including Form of 2.25% Convertible Senior Note Due 2036) (Incorporated by reference to Exhibit 4.2 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 26, 2006)
|
4.3
|
|
—
|
|
Letter Agreement dated June 20, 2006 between Group 1 Automotive, Inc. and JPMorgan Chase Bank, National Association, London Branch (Incorporated by reference to Exhibit 4.4 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 26, 2006)
|
4.4
|
|
—
|
|
Amendment dated June 23, 2006 to Letter Agreement dated June 20, 2006 between Group 1 Automotive, Inc. and JPMorgan Chase Bank, National Association, London Branch (Incorporated by reference to Exhibit 4.8 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 26, 2006)
|
4.5
|
|
—
|
|
Letter Agreement dated June 20, 2006 between Group 1 Automotive, Inc. and Bank of America, N.A. (Incorporated by reference to Exhibit 4.5 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 26, 2006)
|
4.6
|
|
—
|
|
Amendment dated June 23, 2006 to Letter Agreement dated June 20, 2006 between Group 1 Automotive, Inc. and Bank of America, N.A. (Incorporated by reference to Exhibit 4.9 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 26, 2006)
|
4.7
|
|
—
|
|
Letter Agreement dated June 20, 2006 between Group 1 Automotive, Inc. and JPMorgan Chase Bank, National Association, London Branch (Incorporated by reference to Exhibit 4.6 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 26, 2006)
|
4.8
|
|
—
|
|
Amendment dated June 23, 2006 to Letter Agreement dated June 20, 2006 between Group 1 Automotive, Inc. and JPMorgan Chase Bank, National Association, London Branch (Incorporated by reference to Exhibit 4.10 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 26, 2006)
|
4.9
|
|
—
|
|
Letter Agreement dated June 20, 2006 between Group 1 Automotive, Inc. and Bank of America, N.A. (Incorporated by reference to Exhibit 4.7 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 26, 2006)
|
4.10
|
|
—
|
|
Amendment dated June 23, 2006 to Letter Agreement dated June 20, 2006 between Group 1 Automotive, Inc. and Bank of America, N.A. (Incorporated by reference to Exhibit 4.11 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 26, 2006)
|
4.11
|
|
—
|
|
Indenture related to the Convertible Senior Notes due 2020, dated as of March 22, 2010, between Group 1 Automotive, Inc. and Wells Fargo Bank, N.A., as trustee (including form of 3.00% Convertible Senior Note due 2020) (Incorporated by reference to Exhibit 4.2 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed March 22, 2010)
|
4.12
|
|
—
|
|
Base Call Option Confirmation dated as of March 16, 2010, by and between Group 1 Automotive, Inc. and JPMorgan Chase Bank, National Association, London Branch (Incorporated by reference to Exhibit 4.3 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed March 22, 2010)
|
Exhibit
Number
|
|
Description
|
||
4.13
|
|
—
|
|
Base Call Option Confirmation dated as of March 16, 2010, by and between Group 1 Automotive, Inc. and Bank of America, N.A. (Incorporated by reference to Exhibit 4.4 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed March 22, 2010)
|
4.14
|
|
—
|
|
Base Warrant Confirmation dated as of March 16, 2010, by and between Group 1 Automotive, Inc. and JPMorgan Chase Bank, National Association, London Branch (Incorporated by reference to Exhibit 4.5 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed March 22, 2010)
|
4.15
|
|
—
|
|
Base Warrant Confirmation dated as of March 16, 2010, by and between Group 1 Automotive, Inc. and Bank of America, N.A. (Incorporated by reference to Exhibit 4.6 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed March 22, 2010)
|
4.16
|
|
—
|
|
Additional Call Option Confirmation, dated as of March 29, 2010, by and between Group 1 Automotive, Inc. and JPMorgan Chase Bank, National Association, London Branch (Incorporated by reference to Exhibit 4.1 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed April 1, 2010)
|
4.17
|
|
—
|
|
Additional Call Option Confirmation, dated as of March 29, 2010, by and between Group 1 Automotive, Inc. and Bank of America, N.A. (Incorporated by reference to Exhibit 4.2 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed April 1, 2010)
|
4.18
|
|
—
|
|
Additional Warrant Confirmation, dated as of March 29, 2010, by and between Group 1 Automotive, Inc. and JPMorgan Chase Bank, National Association, London Branch (Incorporated by reference to Exhibit 4.3 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed April 1, 2010)
|
4.19
|
|
—
|
|
Additional Warrant Confirmation, dated as of March 29, 2010, by and between Group 1 Automotive, Inc. and Bank of America, N.A. (Incorporated by reference to Exhibit 4.4 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed April 1, 2010)
|
4.20
|
|
—
|
|
First Supplemental Indenture dated August 9, 2010 among Group 1 Automotive, Inc. and Wells Fargo Bank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2010)
|
10.1
|
|
—
|
|
Eighth Amended and Restated Revolving Credit Agreement, dated effective as of July 1, 2011, among Group 1 Automotive, Inc., the Subsidiary Borrowers listed therein, the Lenders listed therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Comerica Bank, as Floor Plan Agent and Bank of America, N.A., as Syndication Agent (Incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed July 6, 2011)
|
10.2
|
|
—
|
|
First Amendment to Eighth Amended and Restated Revolving Credit Agreement, dated effective October 25, 2012, among Group 1 Automotive, Inc., the Subsidiary Borrowers listed therein, the Lenders listed therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Comerica Bank, as Floorplan Agent, Bank of America, N.A., as Syndication Agent, and U.S. Bank, N.A. and Wells Fargo Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.'s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2012)
|
10.3†
|
|
—
|
|
Master Assignment and Acceptance Agreement, dated effective December 11, 2012, between JPMorgan Chase Bank, N.A., Comerica Bank, and Bank of America, N.A., each, an Assignor, and VW Credit, Inc., as Assignee, pursuant to the terms of the Eighth Amended and Restated Revolving Credit Agreement, dated effective as of July 1, 2011, as amended
|
10.4
|
|
—
|
|
Loan Facility dated as of October 3, 2008 by and between Chandlers Garage Holdings Limited and BMW Financial Services (GB) Limited. (Incorporated by reference to Exhibit 10.2 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2008)
|
10.5
|
|
—
|
|
Form of Ford Motor Credit Company Automotive Wholesale Plan Application for Wholesale Financing and Security Agreement (Incorporated by reference to Exhibit 10.2 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended June 30, 2003)
|
10.6
|
|
—
|
|
Supplemental Terms and Conditions dated September 4, 1997 between Ford Motor Company and Group 1 Automotive, Inc. (Incorporated by reference to Exhibit 10.16 of Group 1 Automotive, Inc.’s Registration Statement on Form S-1 Registration No. 333-29893)
|
10.7
|
|
—
|
|
Form of Agreement between Toyota Motor Sales, U.S.A., Inc. and Group 1 Automotive, Inc. (Incorporated by reference to Exhibit 10.12 of Group 1 Automotive, Inc.’s Registration Statement on Form S-1 Registration No. 333-29893)
|
10.8
|
|
—
|
|
Toyota Dealer Agreement effective April 5, 1993 between Gulf States Toyota, Inc. and Southwest Toyota, Inc. (Incorporated by reference to Exhibit 10.17 of Group 1 Automotive, Inc.’s Registration Statement on Form S-1 Registration No. 333-29893)
|
Exhibit
Number
|
|
Description
|
||
10.9
|
|
—
|
|
Lexus Dealer Agreement effective August 21, 1995 between Lexus, a division of Toyota Motor Sales, U.S.A., Inc. and SMC Luxury Cars, Inc. (Incorporated by reference to Exhibit 10.18 of Group 1 Automotive, Inc.’s Registration Statement on Form S-1 Registration No. 333-29893)
|
10.10
|
|
—
|
|
Form of General Motors Corporation U.S.A. Sales and Service Agreement (Incorporated by reference to Exhibit 10.25 of Group 1 Automotive, Inc.’s Registration Statement on Form S-1 Registration No. 333-29893)
|
10.11
|
|
—
|
|
Form of Ford Motor Company Sales and Service Agreement (Incorporated by reference to Exhibit 10.38 of Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 1998)
|
10.12
|
|
—
|
|
Form of Supplemental Agreement to General Motors Corporation Dealer Sales and Service Agreement (Incorporated by reference to Exhibit 10.13 of Group 1 Automotive, Inc.’s Registration Statement on Form S-1 Registration No. 333-29893)
|
10.13
|
|
—
|
|
Form of Chrysler Corporation Sales and Service Agreement (Incorporated by reference to Exhibit 10.39 of Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 1998)
|
10.14
|
|
—
|
|
Form of Nissan Division of Nissan North America, Inc. Dealer Sales and Service Agreement (Incorporated by reference to Exhibit 10.25 of Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2003)
|
10.15
|
|
—
|
|
Form of Infiniti Division of Nissan North America, Inc. Dealer Sales and Service Agreement (Incorporated by reference to Exhibit 10.26 of Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2003)
|
10.16*
|
|
—
|
|
Policy on Payment or Recoupment of Performance-Based Cash Bonuses and Performance-Based Stock Bonuses in the Event of Certain Restatement (Incorporated by reference to the section titled “Policy on Payment or Recoupment of Performance-Based Cash Bonuses and Performance-Based Stock Bonuses in the Event of Certain Restatement” in Item 5.02 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 13461) filed November 16, 2009)
|
10.17*
|
|
—
|
|
Form of Indemnification Agreement of Group 1 Automotive, Inc. (Incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed November 13, 2007)
|
10.18*
|
|
—
|
|
Description of Group 1 Automotive, Inc. Non-Employee Director Compensation Plan, effective January 1, 2011 (Incorporated by reference to Exhibit 10.28 of Group 1 Automotive, Inc.'s Annual Report on Form 10-K (file No. 001-13461) for the year ended December 31, 2010)
|
10.19*
|
|
—
|
|
Group 1 Automotive, Inc. Non-Employee Director Compensation Plan, effective January 1, 2012 (Incorporated by reference to Exhibit 10.16 of Group 1 Automotive, Inc.'s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2011)
|
10.20*
|
|
—
|
|
Group 1 Automotive, Inc. 2011 Incentive Compensation Guidelines (Incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.'s Current Report on Form 8-K (File No. 001-13461) filed March 14, 2011)
|
10.21*
|
|
—
|
|
Group 1 Automotive, Inc. 2012 Corporate Incentive Compensation Guidelines (Incorporated by reference to Exhibit 10.2 of Group 1 Automotive, Inc.'s Current Report on Form 8-K (File No. 001-13461) filed February 29, 2012)
|
10.22*
|
|
—
|
|
Group 1 Automotive, Inc. Deferred Compensation Plan, as Amended and Restated, effective January 1, 2008 (Incorporated by reference to Exhibit 10.28 of Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2007)
|
10.23*
|
|
—
|
|
First Amendment to Group 1 Automotive, Inc. Deferred Compensation Plan, as Amended and Restated, effective January 1, 2008 (Incorporated by reference to Exhibit 10.25 of Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2008)
|
10.24*
|
|
—
|
|
Second Amendment to Group 1 Automotive, Inc. Deferred Compensation Plan, as Amended and Restated, effective January 1, 2008 (Incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended June 30, 2009)
|
10.25*
|
|
—
|
|
Third Amendment to Group 1 Automotive, Inc. Deferred Compensation Plan, as Amended and Restated, effective January 1, 2008 (Incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed November 15, 2010)
|
10.26*
|
|
—
|
|
Group 1 Automotive, Inc. 2007 Long Term Incentive Plan (As Amended and Restated Effective as of March 11, 2010) (Incorporated by reference to Exhibit A to Group 1 Automotive, Inc.’s definitive proxy statement on Schedule 14A filed on April 8, 2010)
|
Exhibit
Number
|
|
Description
|
||
10.27*
|
|
—
|
|
Form of Incentive Stock Option Agreement for Employees (Incorporated by reference to Exhibit 10.49 to Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2004)
|
10.28*
|
|
—
|
|
Form of Nonstatutory Stock Option Agreement for Employees (Incorporated by reference to Exhibit 10.50 to Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2004)
|
10.29*
|
|
—
|
|
Form of Restricted Stock Agreement for Employees (Incorporated by reference to Exhibit 10.2 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed March 16, 2005)
|
10.30*
|
|
—
|
|
Form of Senior Executive Officer Restricted Stock Agreement (Incorporated by reference to Exhibit 10.3 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed September 9, 2010)
|
10.31*
|
|
—
|
|
Form of Restricted Stock Agreement with Qualified Retirement Provisions (Incorporated by reference to Exhibit 10.27 of Group 1 Automotive, Inc.'s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2011)
|
10.32*
|
|
—
|
|
Form of Phantom Stock Agreement for Employees (Incorporated by reference to Exhibit 10.3 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed March 16, 2005)
|
10.33*
|
|
—
|
|
Form of Senior Executive Officer Phantom Stock Agreement (Incorporated by reference to Exhibit 10.4 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed September 9, 2010)
|
10.34*
|
|
—
|
|
Form of Restricted Stock Agreement for Non-Employee Directors (Incorporated by reference to Exhibit 10.35 of Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2009)
|
10.35*
|
|
—
|
|
Form of Phantom Stock Agreement for Non-Employee Directors (Incorporated by reference to Exhibit 10.36 of Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2009)
|
10.36*
|
|
—
|
|
Form of Phantom Stock Agreement for Non-Employee Directors (Incorporated by reference to Exhibit 10.5 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed March 16, 2005)
|
10.37*
|
|
—
|
|
Form of Performance-Based Restricted Stock Agreement (Incorporated by reference to Exhibit 10.3 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended June 30, 2007)
|
10.38*
|
|
—
|
|
Performance-Based Restricted Stock Agreement Vesting Schedule (Incorporated by reference to Exhibit 10.2 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed on November 13, 2007)
|
10.39*
|
|
—
|
|
Employment Agreement between Group 1 Automotive, Inc. and Earl J. Hesterberg dated effective September 8, 2010 (Incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed September 9, 2010)
|
10.40*
|
|
—
|
|
Non-Compete Agreement between Group 1 Automotive, Inc. and Earl J. Hesterberg dated effective September 8, 2010 (Incorporated by reference to Exhibit 10.2 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed September 9, 2010)
|
10.41*
|
|
—
|
|
Amendment to Employment Agreement, dated February 27, 2012, between Group 1 Automotive, Inc. and Earl J. Hesterberg (Incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.'s Current Report on Form 8-K (File No. 001-13461) filed February 29, 2012)
|
10.42*
|
|
—
|
|
Employment Agreement dated January 1, 2009 between Group 1 Automotive, Inc. and John C. Rickel (Incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed March 17, 2009)
|
10.43*
|
|
—
|
|
Incentive Compensation and Non-Compete Agreement dated June 2, 2006 between Group 1 Automotive, Inc. and John C. Rickel (Incorporated by reference to Exhibit 10.2 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 7, 2006)
|
10.44*
|
|
—
|
|
Employment Agreement dated effective as of December 1, 2009 between Group 1 Automotive, Inc. and Darryl M. Burman (Incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed November 16, 2009)
|
Exhibit
Number
|
|
Description
|
||
10.45*
|
|
—
|
|
Incentive Compensation and Non-Compete Agreement dated December 1, 2006 between Group 1 Automotive, Inc. and Darryl M. Burman (Incorporated by reference to Exhibit 10.2 of Group 1 Automotive, Inc.’s Current Report on Form 8-K/A (File No. 001-13461) filed December 1, 2006)
|
10.46*
|
|
—
|
|
Incentive Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement dated January 1, 2010 between Group 1 Automotive, Inc. and Mark J. Iuppenlatz (Incorporated by reference to Exhibit 10.48 of Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2009)
|
10.47*
|
|
—
|
|
Group 1 Automotive, Inc. Corporate Aircraft Usage Policy (Incorporated by reference to Exhibit 10.49 of Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2009)
|
11.1
|
|
—
|
|
Statement re Computation of Per Share Earnings (Incorporated by reference to Note 6 to the financial statements)
|
12.1†
|
|
—
|
|
Statement re Computation of Ratios
|
21.1†
|
|
—
|
|
Group 1 Automotive, Inc. Subsidiary List
|
23.1†
|
|
—
|
|
Consent of Ernst & Young LLP
|
31.1†
|
|
—
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2†
|
|
—
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1**
|
|
—
|
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2**
|
|
—
|
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS***
|
|
—
|
|
XBRL Instance Document
|
101.SCH***
|
|
—
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL***
|
|
—
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF***
|
|
—
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB***
|
|
—
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE***
|
|
—
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
†
|
Filed herewith
|
*
|
Management contract or compensatory plan or arrangement
|
**
|
Furnished herewith
|
***
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.
|
Assignor
|
Position Transferred on Assignment Date under Acquisition Loan Commitment
|
Position Transferred on Assignment Date under Floor Plan Loan Commitment
|
JPMorgan Chase Bank, N.A.
|
$740,740.74
|
$9,259,259.26
|
Bank of America, N.A.
|
$740,740.74
|
$9,259,259.26
|
Comerica Bank
|
$740,740.74
|
$9,259,259.26
|
Assignee
|
Position Accepted on Assignment Date under Acquisition Loan Commitment
|
Position Accepted on Assignment Date under Floor Plan Loan Commitment
|
VW Credit, Inc.
|
$2,222,222.22
|
$27,777,777.78
|
Lender
|
Acquisition Loan Commitment on Assignment Date
|
Floor Plan Loan Commitment on Assignment Date
|
Commitment on Assignment Date
|
JPMorgan Chase Bank, N.A.
|
$8,888,888.89
|
$111,111,111.11
|
$120,000,000
|
Bank of America, N.A.
|
$8,888,888.89
|
$111,111,111.11
|
$120,000,000
|
Comerica Bank
|
$8,888,888.89
|
$111,111,111.11
|
$120,000,000
|
VW Credit, Inc.
|
$2,222,222.22
|
$27,777,777.78
|
$30,000,000
|
|
|
For the year ended December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pretax income
|
|
$
|
160,735
|
|
|
$
|
132,094
|
|
|
$
|
80,904
|
|
|
$
|
54,851
|
|
|
$
|
(77,176
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
84,395
|
|
|
78,429
|
|
|
79,342
|
|
|
81,370
|
|
|
109,069
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized interest
|
|
(689
|
)
|
|
(635
|
)
|
|
(131
|
)
|
|
(233
|
)
|
|
(1,000
|
)
|
|||||
Total Earnings
|
|
$
|
244,441
|
|
|
$
|
209,888
|
|
|
$
|
160,115
|
|
|
$
|
135,988
|
|
|
$
|
30,893
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
69,261
|
|
|
$
|
61,409
|
|
|
$
|
61,327
|
|
|
$
|
61,420
|
|
|
$
|
83,160
|
|
Estimated interest within rent expense
|
|
14,445
|
|
|
16,385
|
|
|
17,884
|
|
|
19,717
|
|
|
24,909
|
|
|||||
Capitalized interest
|
|
689
|
|
|
635
|
|
|
131
|
|
|
233
|
|
|
1,000
|
|
|||||
Total Fixed Charges
|
|
$
|
84,395
|
|
|
$
|
78,429
|
|
|
$
|
79,342
|
|
|
$
|
81,370
|
|
|
$
|
109,069
|
|
Ratio of Earnings to Fixed Charges
|
|
2.9
|
|
|
2.7
|
|
|
2.0
|
|
|
1.7
|
|
|
*0.3
|
|
*
|
Due to a shortfall of $78,176 from losses incurred during 2008, the 2008 ratio of earnings to fixed charges was less than one-to-one coverage.
|
Baron BMW
|
Bohn Brothers Toyota
|
Bob Howard Buick GMC
|
Baron MINI
|
Bohn Brothers Scion
|
Bob Howard GMC Truck
|
Baron Collision Center
|
Bohn Brothers Quality Select Used Cars
|
Bob Howard Collision Center
|
|
|
|
Lubbock Motors-GM, Inc. (DE)
|
Lubbock Motors-S, Inc. (DE)
|
McCall-T, Inc. (DE)
|
dba
|
dba
|
dba
|
Gene Messer Chevrolet
|
Gene Messer Volkswagen
|
Sterling McCall Scion
|
Gene Messer Accessories
|
Gene Messer Used Cars
|
Sterling McCall Toyota
|
Gene Messer Chevrolet Collision Center
|
Gene Messer Value Lot Wolfforth
|
West Region Management Group
|
|
|
|
NY-FV, Inc. (DE)
|
NY-SB, Inc. (DE)
|
GPI SAC-T, Inc. (DE)
|
dba
|
dba
|
dba
|
Hassel Volvo
|
Hassel BMW
|
Folsom Lake Scion
|
Hassel Volvo Glen Cove
|
Hassel MINI
|
Folsom Lake Toyota
|
Hassel Auto Group
|
Hassel Auto Group
|
Folsom Lake Toyota Collision Center
|
|
|
Folsom Lake Used Car Outlet
|
|
|
|
Miller-DM, Inc. (DE)
|
Danvers-TII, Inc. (DE)
|
Lubbock Motors-F, Inc. (DE)
|
dba
|
dba
|
dba
|
Mercedes-Benz of Beverly Hills
|
Ira Scion II
|
Gene Messer Ford
|
Miller's Mercedes-Benz of Beverly Hills
|
Ira Scion of Tewksbury
|
Gene Messer Ford Lincoln
|
smart center Beverly Hills
|
Ira Toyota II
|
Gene Messer Lincoln
|
Beverly Hills, Ltd.
|
Ira Toyota II / Scion II
|
Gene Messer Value Lot
|
|
Ira Toyota of Tewksbury
|
The Credit Connection
|
|
|
|
McCall-TL, Inc. (DE)
|
Advantagecars.com, Inc. (DE)
|
Hodgson Automotive Limited (UK)
|
dba
|
dba
|
dba
|
Sterling McCall Lexus
|
Sterling McCall Hyundai
|
Chingford Audi
|
Lexus of Clear Lake
|
Sterling McCall Fiat
|
Chelmsford Audi
|
SMR Auto Glass
|
Advantage Cars
|
Colchester Audi
|
Sterling McCall Collision Center of Clear Lake
|
Advantage Car Sales
|
Harold Wood Audi
|
Sterling McCall Restoration Center
|
Advantagecars
|
Southend Audi
|
|
Advantagecars.com
|
Stansted Audi
|
|
|
|
McCall-SB Inc. (DE)
|
Howard-GM II, Inc. (DE)
|
Amarillo Motors-F, Inc. (DE)
|
dba
|
dba
|
dba
|
Advantage BMW
|
Smicklas Chevrolet
|
Gene Messer Ford
|
Advantage BMW Midtown
|
John Smicklas Chevrolet
|
Gene Messer Ford Lincoln
|
Advantage BMW of Clear Lake
|
Bob Howard PDC
|
Gene Messer Ford Lincoln and Mazda of Amarillo
|
Advantage MINI of Clear Lake
|
Group 1 Autoparts
|
Gene Messer Ford Lincoln of Amarillo
|
BMW of Clear Lake
|
Group 1 Autoparts.com
|
Gene Messer Ford of Amarillo
|
MINI of Clear Lake
|
Howard Parts Distribution Center
|
Gene Messer Lincoln
|
|
Smicklas PDC
|
Gene Messer Lincoln of Amarillo
|
|
|
Gene Messer Mazda
|
|
|
Gene Messer Mazda of Amarillo
|
|
|
Gene Messer Ford Value Lot
|
(1)
|
Registration Statement (Form S-3 No. 333-179468) of Group 1 Automotive, Inc. and related Prospectus,
|
(2)
|
Registration Statement (Form S-8 No. 333-161324) pertaining to the 1998 Employees' Savings Plan of Group 1 Automotive, Inc.,
|
(3)
|
Registration Statement (Form S-8 No. 333-145034) pertaining to the Deferred Compensation Plan and 2007 Long Term Incentive Plan of Group 1 Automotive, Inc., and
|
(4)
|
Registration Statement (Form S-8 No. 333-168365) pertaining to the 2007 Long Term Incentive Plan of Group 1 Automotive, Inc.;
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2012 of Group 1 Automotive, Inc. (“registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Earl J. Hesterberg
|
Earl J. Hesterberg
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2012 of Group 1 Automotive, Inc. (“registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ John C. Rickel
|
John C. Rickel
|
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Earl J. Hesterberg
|
Earl J. Hesterberg
|
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ John C. Rickel
|
John C. Rickel
|
Chief Financial Officer
|