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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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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, refinancing of debt, 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;
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capture of additional new and used vehicle retail market share;
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promotion of the customer experience and customer satisfaction;
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improvement of operating efficiencies through further development of our operating model that promotes commonality of processes, systems and training and further leveraging of our cost base; and
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enhancement of our current dealership portfolio by strategic acquisitions and improving or disposing of underperforming dealerships in the U.S., the U.K. and Brazil.
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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, 2015
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As of December 31, 2015
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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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6.0
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%
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7
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7
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Georgia
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4.5
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7
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10
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New Jersey
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2.3
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5
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5
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Florida
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2.1
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4
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4
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New Hampshire
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2.0
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3
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3
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Louisiana
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1.6
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3
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4
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Mississippi
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1.5
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3
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3
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South Carolina
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1.4
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3
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3
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Alabama
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0.8
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2
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2
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Maryland
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0.5
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2
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2
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22.7
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39
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43
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West
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Texas
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38.7
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50
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68
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California
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9.7
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9
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14
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Oklahoma
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7.6
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13
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20
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Kansas
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2.1
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4
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4
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Louisiana
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0.7
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1
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2
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58.8
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77
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108
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International
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United Kingdom
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10.7
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17
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25
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Brazil
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7.8
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19
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23
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Total
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100.0
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%
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152
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199
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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, 2015
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(In thousands)
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Toyota
(1)
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$
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1,069,544
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38,260
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21.9
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16
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BMW
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816,123
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16,062
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9.2
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24
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Ford
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673,262
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19,680
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11.3
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16
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Mercedes-Benz
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418,787
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7,021
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4.0
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8
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Honda
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392,017
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15,964
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9.1
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12
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Nissan
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366,186
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14,570
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8.3
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12
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Lexus
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351,563
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7,528
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4.3
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3
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Chevrolet
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342,801
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8,818
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5.1
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6
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Audi
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340,430
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8,299
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4.8
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8
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Hyundai
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158,942
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6,454
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3.7
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6
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Acura
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119,252
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3,055
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1.7
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4
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Jeep
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116,208
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3,474
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2.0
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6
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MINI
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112,453
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4,221
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2.4
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15
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GMC
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108,202
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2,368
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1.4
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5
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Volkswagen
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91,861
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3,718
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2.1
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7
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RAM
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90,265
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2,125
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1.2
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6
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Kia
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86,138
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3,592
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2.1
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4
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Cadillac
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68,398
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1,278
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0.7
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2
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Dodge
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57,754
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1,808
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1.0
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6
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Subaru
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47,511
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1,747
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1.0
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2
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Land Rover
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46,142
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623
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0.4
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2
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Buick
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30,233
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843
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0.5
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5
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Sprinter
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19,077
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284
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0.2
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6
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Chrysler
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18,505
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555
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0.3
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6
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Scion
(1)
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14,334
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665
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0.4
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N/A
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Peugeot
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11,773
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653
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0.4
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2
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Mazda
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10,345
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414
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0.2
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1
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Lincoln
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9,399
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203
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0.1
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3
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Porsche
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7,257
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89
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0.1
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1
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smart
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2,525
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161
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0.1
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2
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Volvo
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2,021
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51
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0.0
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1
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Jaguar
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1,928
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26
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0.0
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2
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Renault
(2)
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70
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5
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0.0
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—
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Total
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$
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6,001,306
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174,614
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100.0
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199
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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 our Toyota franchised locations.
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(2)
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Renault franchises were disposed of in 2014.
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For the Year Ended December 31,
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2015
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% of
Total
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2014
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% of
Total
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2013
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% of
Total
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Toyota
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46,157
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26.4
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%
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44,621
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26.7
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%
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41,419
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26.6
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%
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BMW
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20,283
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11.6
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19,125
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11.5
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17,277
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11.1
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Ford
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19,882
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11.4
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|
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18,161
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10.9
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18,081
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11.6
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Honda
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19,019
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10.9
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18,776
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11.3
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19,219
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12.3
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Nissan
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14,570
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8.3
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15,664
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9.4
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15,845
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10.2
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General Motors
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13,307
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7.6
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10,691
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6.4
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7,520
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4.8
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Volkswagen
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12,106
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6.9
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10,243
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6.1
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9,802
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6.3
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Hyundai
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10,046
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5.8
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9,151
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5.5
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7,234
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4.6
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FCA US (formerly Chrysler)
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7,962
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4.6
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7,268
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4.4
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6,173
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4.0
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Daimler
(1)
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7,466
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4.3
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7,442
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4.5
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7,011
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4.5
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Other
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3,816
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2.2
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5,754
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3.3
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|
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6,285
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4.0
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Total
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174,614
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100.0
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%
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166,896
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100.0
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%
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155,866
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100.0
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%
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(1)
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Daimler includes Mercedes-Benz, smart and Sprinter brands.
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Focus on Customer Relationships; Emphasize Preventative Maintenance.
Our dealerships seek to retain purchasers of new and used vehicle as customers of our parts and service departments. To accomplish this goal, we use computer systems that track the vehicle owners’ maintenance records and provide advance notice to them 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 clients to promote a long-term business relationship. And, we are focused on enhancing access to our service facilities by providing patrons 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 maintain ongoing relationships with our dealerships’ clients 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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Expansion of Collision Center Operations
. We plan to continue to grow our collision center operations. Expansion in this segment of the business is not restricted by franchise agreements or manufacturer relationships. We believe that our concentration of dealership operations in certain of the markets in which we operate significantly enhances the profit model.
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extended warranties;
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maintenance, or vehicle service, products and programs;
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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 an attractive return on investment; and
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eliminating underperforming dealerships.
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purchased 87 franchises with expected annual revenues, estimated at the time of acquisition, of $3.7 billion;
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disposed of or terminated 32 franchises with annual revenues of approximately $1.0 billion; and
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were granted five new franchises by vehicle manufacturers with expected annual revenues, estimated at the time of grant, of $118.0 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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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 brand; 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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$1,150.8 million
under the Floorplan Line of our Revolving Credit Facility;
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•
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$318.2 million
of future commitments under various operating leases;
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•
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$541.3 million
in carrying value of 5.00% senior notes due 2022 (“5.00% Notes”);
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•
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$296.3 million
in carrying value of 5.25% senior notes due 2023 (“5.25% Notes”);
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•
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$241.8 million
of term loans, entered into independently with three of our manufacturer-affiliated finance partners, Toyota Motor Credit Corporation (“TMCC”), BMW Financial Services NA, LLC (“BMWFS”), and FMCC, as well as other third-party financial institutions, primarily to finance the purchase of real estate;
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•
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$171.3 million
under our FMCC Facility;
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•
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$196.4 million
under floorplan notes payable to various manufacturer affiliates and third-party financial institutions for foreign and rental vehicles;
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•
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$54.7 million
under our real estate credit facility (“Real Estate Credit Facility”);
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•
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$51.9 million
of capital lease obligations related to real estate, as well as
$35.6 million
of estimated interest;
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•
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$72.6 million
of various other debt and other capital lease obligations;
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•
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$45.8 million
of estimated future net obligations from interest rate risk management activities; as of December 31, 2015, the estimated fair value of such obligations was
$31.2 million
;
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•
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$374.4 million
of estimated interest payments on floorplan notes payable and other long-term debt obligations;
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•
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$41.9 million
of letters of credit, to collateralize certain obligations, issued under the Acquisition Line; and
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•
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$44.2 million
of other short and long-term purchase commitments.
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•
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$229.2 million
under the Floorplan Line of our Revolving Credit Facility, including
$110.8 million
of immediately available funds;
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•
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$278.2 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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$128.7 million
under our FMCC Facility, including
$25.5 million
of immediately available funds.
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•
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inventory levels;
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•
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working capital levels;
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•
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the sales process;
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•
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minimum sales performance requirements;
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•
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customer satisfaction standards;
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•
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marketing and branding;
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•
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facility standards and signage;
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•
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personnel;
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•
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changes in management;
|
•
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change in control; and
|
•
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monthly financial reporting.
|
Manufacturer
|
Percentage of New
Vehicle Retail
Units Sold during
the Year Ended
December 31, 2015
|
Toyota
|
26.5%
|
BMW
|
11.6%
|
Ford
|
11.4%
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Honda
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10.9%
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Nissan
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8.4%
|
•
|
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.
|
•
|
1,697 were employed in managerial positions;
|
•
|
2,902 were employed in non-managerial vehicle sales department positions;
|
•
|
6,231 were employed in non-managerial parts and service department positions; and
|
•
|
2,056 were employed in administrative support positions.
|
•
|
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;
|
•
|
auto parts retailers;
|
•
|
local, regional and national collision centers;
|
•
|
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 corporate 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 local economic conditions;
|
•
|
wage inflation in emerging markets;
|
•
|
social plans that prohibit or increase the cost of certain restructuring actions;
|
•
|
increases in working capital requirements related to long supply chains or regional terms of business;
|
•
|
currency exchange controls;
|
•
|
exposure to currency exchange rate fluctuations;
|
•
|
variations in protection of legal rights;
|
•
|
import or export licensing requirements;
|
•
|
the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;
|
•
|
restrictions on transfer or repatriation of funds and trade protection matters, including antidumping duties, tariffs, embargoes and other laws and regulations creating tax inefficiencies and prohibitions or restrictions on acquisitions or joint ventures;
|
•
|
increased risk of corruption;
|
•
|
changes in laws and regulations, including the laws and policies of the U.S. affecting trade and foreign investment;
|
•
|
more expansive legal rights of foreign labor unions;
|
•
|
the potential for nationalization of enterprises;
|
•
|
exposure to local public health concerns and the resultant impact on economic and political conditions;
|
•
|
transparency issues in general and, more specifically, the U.S. Foreign Corrupt Practices Act of 1974, as amended (the “FCPA”), the U.K. Bribery Act, and other anti-corruption compliance laws and issues;
|
•
|
unsettled social and political conditions, in general, and possible terrorist attacks, drug cartel related violence or acts of war, civil unrest, expansion of hostilities and other political risks; and
|
•
|
lack of franchise protection, which creates greater competition.
|
•
|
the removal of a non-employee director from office only for cause;
|
•
|
any one person or entity, 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.
|
•
|
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
|
|
Georgia
|
|
7
|
|
|
—
|
|
|
|
Massachusetts
|
|
5
|
|
|
2
|
|
|
|
New Jersey
|
|
4
|
|
|
1
|
|
|
|
Louisiana
|
|
1
|
|
|
2
|
|
|
|
Mississippi
|
|
3
|
|
|
—
|
|
|
|
Florida
|
|
3
|
|
|
1
|
|
|
|
South Carolina
|
|
3
|
|
|
—
|
|
|
|
Maryland
|
|
2
|
|
|
—
|
|
|
|
Alabama
|
|
1
|
|
|
1
|
|
|
|
New Hampshire
|
|
1
|
|
|
2
|
|
|
|
|
|
30
|
|
|
9
|
|
West
|
|
Texas
|
|
18
|
|
|
32
|
|
|
|
Kansas
|
|
4
|
|
|
—
|
|
|
|
Oklahoma
|
|
2
|
|
|
11
|
|
|
|
California
|
|
3
|
|
|
6
|
|
|
|
Louisiana
|
|
1
|
|
|
—
|
|
|
|
|
|
28
|
|
|
49
|
|
International
|
|
United Kingdom
|
|
13
|
|
|
4
|
|
|
|
Brazil
|
|
—
|
|
|
19
|
|
Total
|
|
|
|
71
|
|
|
81
|
|
|
|
High
|
|
Low
|
|
Dividends
Declared
|
||||||
2014:
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
71.26
|
|
|
$
|
59.37
|
|
|
$
|
0.17
|
|
Second Quarter
|
|
84.59
|
|
|
60.31
|
|
|
0.17
|
|
|||
Third Quarter
|
|
87.38
|
|
|
71.50
|
|
|
0.17
|
|
|||
Fourth Quarter
|
|
93.23
|
|
|
65.49
|
|
|
0.19
|
|
|||
2015:
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
90.67
|
|
|
$
|
74.45
|
|
|
$
|
0.20
|
|
Second Quarter
|
|
92.69
|
|
|
77.79
|
|
|
0.20
|
|
|||
Third Quarter
|
|
97.34
|
|
|
81.10
|
|
|
0.21
|
|
|||
Fourth Quarter
|
|
89.64
|
|
|
73.83
|
|
|
0.22
|
|
Measurement Date
|
|
Group 1
Automotive, Inc.
|
|
S&P 500
|
|
Peer Group
|
December 2010
|
|
$100.00
|
|
$100.00
|
|
$100.00
|
December 2011
|
|
125.46
|
|
102.11
|
|
125.06
|
December 2012
|
|
151.76
|
|
118.45
|
|
160.11
|
December 2013
|
|
175.59
|
|
156.82
|
|
228.29
|
December 2014
|
|
223.56
|
|
178.28
|
|
271.44
|
December 2015
|
|
190.71
|
|
180.75
|
|
262.90
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(1)
|
||||||
|
|
|
|
|
|
|
|
(In thousands, excluding commissions)
|
||||||
October 1 - October 31, 2015
|
|
2,900
|
|
|
$
|
85.12
|
|
|
2,900
|
|
|
$
|
28,065
|
|
November 1 - November 30, 2015
|
|
323,964
|
|
|
$
|
80.58
|
|
|
323,964
|
|
|
$
|
78,176
|
|
December 1 - December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
78,176
|
|
Total
|
|
326,864
|
|
|
$
|
80.62
|
|
|
326,864
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
(In thousands, except per share amounts)
|
|
|
||||||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
10,632,505
|
|
|
$
|
9,937,889
|
|
|
$
|
8,918,581
|
|
|
$
|
7,476,100
|
|
|
$
|
6,079,765
|
|
Cost of sales
|
|
9,098,533
|
|
|
8,489,951
|
|
|
7,626,035
|
|
|
6,358,848
|
|
|
5,119,165
|
|
|||||
Gross profit
|
|
1,533,972
|
|
|
1,447,938
|
|
|
1,292,546
|
|
|
1,117,252
|
|
|
960,600
|
|
|||||
Selling, general and administrative expenses
|
|
1,120,833
|
|
|
1,061,964
|
|
|
976,856
|
|
|
848,446
|
|
|
735,229
|
|
|||||
Depreciation and amortization expense
|
|
47,239
|
|
|
42,344
|
|
|
35,826
|
|
|
31,534
|
|
|
27,063
|
|
|||||
Asset impairments
|
|
87,562
|
|
|
41,520
|
|
|
6,542
|
|
|
7,276
|
|
|
4,805
|
|
|||||
Income from operations
|
|
278,338
|
|
|
302,110
|
|
|
273,322
|
|
|
229,996
|
|
|
193,503
|
|
|||||
Other income and (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Floorplan interest expense
|
|
(39,264
|
)
|
|
(41,614
|
)
|
|
(41,667
|
)
|
|
(31,796
|
)
|
|
(27,687
|
)
|
|||||
Other interest expense, net
|
|
(56,903
|
)
|
|
(49,693
|
)
|
|
(38,971
|
)
|
|
(37,465
|
)
|
|
(33,722
|
)
|
|||||
Loss on extinguishment of long-term debt
|
|
—
|
|
|
(46,403
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other expense, net
|
|
—
|
|
|
—
|
|
|
(789
|
)
|
|
—
|
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
|
182,171
|
|
|
164,400
|
|
|
191,895
|
|
|
160,735
|
|
|
132,094
|
|
|||||
Provision for income taxes
|
|
(88,172
|
)
|
|
(71,396
|
)
|
|
(77,903
|
)
|
|
(60,526
|
)
|
|
(49,700
|
)
|
|||||
Net income
|
|
$
|
93,999
|
|
|
$
|
93,004
|
|
|
$
|
113,992
|
|
|
$
|
100,209
|
|
|
$
|
82,394
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
(In thousands, except per share amounts)
|
|
|
||||||||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
3.91
|
|
|
$
|
3.82
|
|
|
$
|
4.72
|
|
|
$
|
4.39
|
|
|
$
|
3.50
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
3.90
|
|
|
$
|
3.60
|
|
|
$
|
4.32
|
|
|
$
|
4.19
|
|
|
$
|
3.47
|
|
Dividends per share
|
|
$
|
0.83
|
|
|
$
|
0.70
|
|
|
$
|
0.65
|
|
|
$
|
0.59
|
|
|
$
|
0.48
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
23,148
|
|
|
23,380
|
|
|
23,096
|
|
|
21,620
|
|
|
22,157
|
|
|||||
Diluted
|
|
23,152
|
|
|
24,885
|
|
|
25,314
|
|
|
22,688
|
|
|
22,409
|
|
|
|
December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
(Dollars in thousands)
|
|
|
||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
|
$
|
163,485
|
|
|
$
|
113,020
|
|
|
$
|
102,762
|
|
|
$
|
170,603
|
|
|
$
|
130,637
|
|
Inventories
|
|
1,737,751
|
|
|
1,556,705
|
|
|
1,542,318
|
|
|
1,194,288
|
|
|
867,470
|
|
|||||
Total assets
|
|
4,414,929
|
|
|
4,141,492
|
|
|
3,819,478
|
|
|
3,023,015
|
|
|
2,476,343
|
|
|||||
Floorplan notes payable — credit facility and other
(1)
|
|
1,154,960
|
|
|
1,103,630
|
|
|
1,086,906
|
|
|
856,698
|
|
|
609,738
|
|
|||||
Floorplan notes payable — manufacturer affiliates
(2)
|
|
363,571
|
|
|
285,156
|
|
|
346,572
|
|
|
211,965
|
|
|
155,980
|
|
|||||
Real Estate Credit Facility, including current portion
|
|
54,663
|
|
|
58,003
|
|
|
67,719
|
|
|
56,677
|
|
|
41,003
|
|
|||||
Long-term debt, including current portion
(3)
|
|
1,200,996
|
|
|
1,023,464
|
|
|
631,359
|
|
|
521,010
|
|
|
456,261
|
|
|||||
Temporary Equity
(4)
|
|
—
|
|
|
—
|
|
|
29,094
|
|
|
32,505
|
|
|
—
|
|
|||||
Stockholders’ equity
|
|
$
|
918,252
|
|
|
$
|
978,010
|
|
|
$
|
1,035,175
|
|
|
$
|
860,284
|
|
|
$
|
807,100
|
|
Long-term debt to capitalization
(5)
|
|
58
|
%
|
|
53
|
%
|
|
40
|
%
|
|
39
|
%
|
|
38
|
%
|
•
|
Asset Impairments:
As a result of our determination that the fair value of goodwill in our Brazil reporting units did not exceed its carrying value, we recorded a $55.4 million pretax non-cash asset impairment charge. In addition, as a result of our determination that the fair value of indefinite-lived intangible franchise rights related to certain of our franchises did not exceed their carrying value, we recognized a
$30.1 million
pretax non-cash impairment charge, of which $18.1 million related to intangible franchise rights in our two U.S. reporting units and $12.0 million related to intangible franchise rights in our Brazil reporting unit. Also, we recognized $2.1 million in pre-tax non-cash asset impairment charges associated with non-operating real estate holdings and other long-lived assets of our existing dealership facilities. In total, we recognized
$87.6 million
in pretax non-cash impairment charges.
|
•
|
Catastrophic Events:
Our results were negatively impacted by several catastrophic events. Insurance deductibles and other related expenses totaling $1.6 million were recognized as SG&A expenses as a result of snow storms and flooding during the year.
|
•
|
Real Estate and Dealership Disposition Transactions:
We disposed of
two
U.S. dealerships and terminated
one
U.S. dealership franchise. We also terminated
two
franchises in Brazil. As a result, we recognized a pre-tax net gain on sale of dealerships and real estate transactions of $8.2 million, as a reduction of SG&A expenses. In addition, we disposed of real estate during the year and received cash proceeds of $3.3 million, recognizing a net gain of $0.2 million.
|
•
|
Extinguishment of Long-Term Debt:
We extinguished our 2.25% Convertible Senior Notes due 2036 (“2.25% Notes”) and 3.00% Convertible Senior Notes due 2020 (“3.00% Notes”) and recognized an aggregate loss for 2014 of $46.4 million.
|
•
|
Asset Impairments:
Primarily related to our determination that the fair value of indefinite-lived intangible franchise rights related to certain of our franchises did not exceed their carrying value and an impairment charge was required, we recorded a $31.0 million pretax non-cash impairment charge. We also recognized a total of $10.5 million in pre-tax non-cash asset impairment charges related to impairment of various real estate holdings and other long-lived assets.
|
•
|
Non-Cash Interest Expense:
Our 2014 results were negatively impacted by $7.2 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”).
|
•
|
Catastrophic Events:
Our results were negatively impacted by several catastrophic events. Insurance deductibles and other related expenses totaling $2.8 million were recognized as SG&A expense as a result of snow storms, windstorms, and hail damage during the year.
|
•
|
Real Estate and Dealership Disposition Transactions:
Positively impacting our 2014 results was a pre-tax net gain on sale of dealerships of $13.3 million.
|
•
|
Foreign Deductible Goodwill:
We recognized a $3.4 million tax benefit in 2014, as a result of a restructuring in Brazil that created tax deductible goodwill.
|
•
|
Asset Impairments:
We determined that the fair value of indefinite-lived intangible franchise rights related to four of our franchises did not exceed their carrying value and an impairment charge was required. Accordingly, we recorded a $5.4 million pretax non-cash impairment charge during the fourth quarter of 2013.
We also recognized a total of $1.1 million in pretax non-cash asset impairment charges related to impairment of various long-lived assets.
|
•
|
Non-Cash Interest Expense:
Our 2013 results were negatively impacted by $10.8 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 FASB ASC 470.
|
•
|
Catastrophic Events:
Our results were negatively impacted by several catastrophic events. Insurance deductibles and other related expenses totaling $12.2 million were recognized as SG&A expense as a result of snow storms, windstorms, and hail damage.
|
•
|
Acquisition Costs:
Primarily due to our acquisition of UAB Motors in February 2013, we incurred a total of $6.2 million in acquisition costs.
|
•
|
Net Gain on Real Estate and Dealership Disposition Transactions:
Positively impacting our 2013 results was a pre-tax net gain on sale of dealerships of $10.4 million.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Unit Sales
|
|
|
|
|
|
|
||||||
Retail Sales
|
|
|
|
|
|
|
||||||
New Vehicle
|
|
174,614
|
|
|
166,896
|
|
|
155,866
|
|
|||
Used Vehicle
|
|
124,153
|
|
|
109,873
|
|
|
98,813
|
|
|||
Total Retail Sales
|
|
298,767
|
|
|
276,769
|
|
|
254,679
|
|
|||
Wholesale Sales
|
|
57,226
|
|
|
54,602
|
|
|
50,736
|
|
|||
Total Vehicle Sales
|
|
355,993
|
|
|
331,371
|
|
|
305,415
|
|
|||
Gross Margin
|
|
|
|
|
|
|
||||||
New Vehicle Retail Sales
|
|
5.1
|
%
|
|
5.4
|
%
|
|
5.5
|
%
|
|||
Total Used Vehicle Sales
|
|
5.8
|
%
|
|
6.5
|
%
|
|
6.8
|
%
|
|||
Parts and Service Sales
|
|
54.1
|
%
|
|
52.8
|
%
|
|
52.5
|
%
|
|||
Total Gross Margin
|
|
14.4
|
%
|
|
14.6
|
%
|
|
14.5
|
%
|
|||
SG&A as a % of Gross Profit
|
|
73.1
|
%
|
|
73.3
|
%
|
|
75.6
|
%
|
|||
Operating Margin
|
|
2.6
|
%
|
|
3.0
|
%
|
|
3.1
|
%
|
|||
Pretax Margin
|
|
1.7
|
%
|
|
1.7
|
%
|
|
2.2
|
%
|
|||
Finance and Insurance Revenues per Retail Unit Sold
|
|
$
|
1,368
|
|
|
$
|
1,324
|
|
|
$
|
1,223
|
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
% Increase/ (Decrease)
|
|
2014
|
|
|
2014
|
|
% Increase/ (Decrease)
|
|
2013
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New vehicle retail
|
|
$
|
5,616,700
|
|
|
1.6%
|
|
$
|
5,530,067
|
|
|
|
$
|
5,237,021
|
|
|
4.3%
|
|
$
|
5,022,142
|
|
Used vehicle retail
|
|
2,453,406
|
|
|
8.9%
|
|
2,253,681
|
|
|
|
2,113,710
|
|
|
7.1%
|
|
1,973,062
|
|
||||
Used vehicle wholesale
|
|
351,649
|
|
|
(3.0)%
|
|
362,498
|
|
|
|
347,341
|
|
|
8.8%
|
|
319,285
|
|
||||
Parts and service
|
|
1,118,994
|
|
|
3.7%
|
|
1,078,936
|
|
|
|
1,032,102
|
|
|
6.3%
|
|
970,841
|
|
||||
Finance, insurance and other
|
|
387,230
|
|
|
7.8%
|
|
359,356
|
|
|
|
339,921
|
|
|
12.1%
|
|
303,111
|
|
||||
Total revenues
|
|
$
|
9,927,979
|
|
|
3.6%
|
|
$
|
9,584,538
|
|
|
|
$
|
9,070,095
|
|
|
5.6%
|
|
$
|
8,588,441
|
|
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New vehicle retail
|
|
$
|
5,334,257
|
|
|
2.0%
|
|
$
|
5,230,371
|
|
|
|
$
|
4,955,323
|
|
|
4.5%
|
|
$
|
4,741,862
|
|
Used vehicle retail
|
|
2,285,372
|
|
|
9.7%
|
|
2,083,660
|
|
|
|
1,956,353
|
|
|
7.7%
|
|
1,816,496
|
|
||||
Used vehicle wholesale
|
|
352,800
|
|
|
(2.0)%
|
|
360,005
|
|
|
|
344,358
|
|
|
8.2%
|
|
318,407
|
|
||||
Parts and service
|
|
514,346
|
|
|
1.3%
|
|
507,689
|
|
|
|
487,856
|
|
|
5.6%
|
|
462,018
|
|
||||
Total cost of sales
|
|
8,486,775
|
|
|
3.7%
|
|
8,181,725
|
|
|
|
7,743,890
|
|
|
5.5%
|
|
7,338,783
|
|
||||
Gross profit
|
|
$
|
1,441,204
|
|
|
2.7%
|
|
$
|
1,402,813
|
|
|
|
$
|
1,326,205
|
|
|
6.1%
|
|
$
|
1,249,658
|
|
Selling, general and administrative expenses
|
|
$
|
1,058,157
|
|
|
3.1%
|
|
$
|
1,026,125
|
|
|
|
$
|
977,375
|
|
|
3.5%
|
|
$
|
943,897
|
|
Depreciation and amortization expenses
|
|
$
|
44,673
|
|
|
9.9%
|
|
$
|
40,651
|
|
|
|
$
|
38,577
|
|
|
9.8%
|
|
$
|
35,125
|
|
Floorplan interest expense
|
|
$
|
37,223
|
|
|
(8.4)%
|
|
$
|
40,617
|
|
|
|
$
|
37,869
|
|
|
(6.6)%
|
|
$
|
40,554
|
|
Gross margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New vehicle retail
|
|
5.0
|
%
|
|
|
|
5.4
|
%
|
|
|
5.4
|
%
|
|
|
|
5.6
|
%
|
||||
Used vehicle
|
|
5.9
|
%
|
|
|
|
6.6
|
%
|
|
|
6.5
|
%
|
|
|
|
6.9
|
%
|
||||
Parts and service
|
|
54.0
|
%
|
|
|
|
52.9
|
%
|
|
|
52.7
|
%
|
|
|
|
52.4
|
%
|
||||
Total gross margin
|
|
14.5
|
%
|
|
|
|
14.6
|
%
|
|
|
14.6
|
%
|
|
|
|
14.6
|
%
|
||||
SG&A as a % of gross profit
|
|
73.4
|
%
|
|
|
|
73.1
|
%
|
|
|
73.7
|
%
|
|
|
|
75.5
|
%
|
||||
Operating margin
|
|
2.5
|
%
|
|
|
|
3.2
|
%
|
|
|
3.0
|
%
|
|
|
|
3.1
|
%
|
||||
Finance and insurance revenues per retail unit sold
|
|
$
|
1,371
|
|
|
2.2%
|
|
$
|
1,342
|
|
|
|
$
|
1,352
|
|
|
9.3%
|
|
$
|
1,237
|
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
% Increase/ (Decrease)
|
|
2014
|
|
|
2014
|
|
% Increase/ (Decrease)
|
|
2013
|
||||||||
Retail Unit Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
135,994
|
|
|
3.6%
|
|
131,249
|
|
|
|
124,274
|
|
|
4.3%
|
|
119,202
|
|
||||
U.K.
|
|
15,974
|
|
|
10.8%
|
|
14,412
|
|
|
|
13,996
|
|
|
2.2%
|
|
13,699
|
|
||||
Brazil
|
|
13,460
|
|
|
(11.3)%
|
|
15,180
|
|
|
|
13,847
|
|
|
(16.6)%
|
|
16,594
|
|
||||
Total Same Stores
|
|
165,428
|
|
|
2.9%
|
|
160,841
|
|
|
|
152,117
|
|
|
1.8%
|
|
149,495
|
|
||||
Transactions
|
|
9,186
|
|
|
|
|
6,055
|
|
|
|
14,779
|
|
|
|
|
6,371
|
|
||||
Total
|
|
174,614
|
|
|
4.6%
|
|
166,896
|
|
|
|
166,896
|
|
|
7.1%
|
|
155,866
|
|
||||
Retail Sales Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
4,722,491
|
|
|
4.9%
|
|
$
|
4,501,913
|
|
|
|
$
|
4,276,808
|
|
|
6.2%
|
|
$
|
4,027,539
|
|
U.K.
|
|
534,117
|
|
|
5.1%
|
|
508,345
|
|
|
|
500,004
|
|
|
13.2%
|
|
441,537
|
|
||||
Brazil
|
|
360,092
|
|
|
(30.7)%
|
|
519,809
|
|
|
|
460,209
|
|
|
(16.8)%
|
|
553,066
|
|
||||
Total Same Stores
|
|
5,616,700
|
|
|
1.6%
|
|
5,530,067
|
|
|
|
5,237,021
|
|
|
4.3%
|
|
5,022,142
|
|
||||
Transactions
|
|
384,606
|
|
|
|
|
211,552
|
|
|
|
504,598
|
|
|
|
|
202,779
|
|
||||
Total
|
|
$
|
6,001,306
|
|
|
4.5%
|
|
$
|
5,741,619
|
|
|
|
$
|
5,741,619
|
|
|
9.9%
|
|
$
|
5,224,921
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
224,561
|
|
|
(3.6)%
|
|
$
|
232,997
|
|
|
|
$
|
218,544
|
|
|
3.3%
|
|
$
|
211,545
|
|
U.K.
|
|
33,967
|
|
|
0.4%
|
|
33,820
|
|
|
|
33,516
|
|
|
17.9%
|
|
28,424
|
|
||||
Brazil
|
|
23,915
|
|
|
(27.3)%
|
|
32,879
|
|
|
|
29,638
|
|
|
(26.5)%
|
|
40,311
|
|
||||
Total Same Stores
|
|
282,443
|
|
|
(5.8)%
|
|
299,696
|
|
|
|
281,698
|
|
|
0.5%
|
|
280,280
|
|
||||
Transactions
|
|
23,034
|
|
|
|
|
11,521
|
|
|
|
29,519
|
|
|
|
|
9,595
|
|
||||
Total
|
|
$
|
305,477
|
|
|
(1.8)%
|
|
$
|
311,217
|
|
|
|
$
|
311,217
|
|
|
7.4%
|
|
$
|
289,875
|
|
Gross Profit per Retail Unit Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S.
|
|
$
|
1,651
|
|
|
(7.0)%
|
|
$
|
1,775
|
|
|
|
$
|
1,759
|
|
|
(0.9)%
|
|
$
|
1,775
|
|
U.K.
|
|
$
|
2,126
|
|
|
(9.4)%
|
|
$
|
2,347
|
|
|
|
$
|
2,395
|
|
|
15.4%
|
|
$
|
2,075
|
|
Brazil
|
|
$
|
1,777
|
|
|
(18.0)%
|
|
$
|
2,166
|
|
|
|
$
|
2,140
|
|
|
(11.9)%
|
|
$
|
2,429
|
|
Total Same Stores
|
|
$
|
1,707
|
|
|
(8.4)%
|
|
$
|
1,863
|
|
|
|
$
|
1,852
|
|
|
(1.2)%
|
|
$
|
1,875
|
|
Transactions
|
|
$
|
2,508
|
|
|
|
|
$
|
1,903
|
|
|
|
$
|
1,997
|
|
|
|
|
$
|
1,506
|
|
Total
|
|
$
|
1,749
|
|
|
(6.2)%
|
|
$
|
1,865
|
|
|
|
$
|
1,865
|
|
|
0.3%
|
|
$
|
1,860
|
|
Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S.
|
|
4.8
|
%
|
|
|
|
5.2
|
%
|
|
|
5.1
|
%
|
|
|
|
5.3
|
%
|
||||
U.K.
|
|
6.4
|
%
|
|
|
|
6.7
|
%
|
|
|
6.7
|
%
|
|
|
|
6.4
|
%
|
||||
Brazil
|
|
6.6
|
%
|
|
|
|
6.3
|
%
|
|
|
6.4
|
%
|
|
|
|
7.3
|
%
|
||||
Total Same Stores
|
|
5.0
|
%
|
|
|
|
5.4
|
%
|
|
|
5.4
|
%
|
|
|
|
5.6
|
%
|
||||
Transactions
|
|
6.0
|
%
|
|
|
|
5.4
|
%
|
|
|
5.9
|
%
|
|
|
|
4.7
|
%
|
||||
Total
|
|
5.1
|
%
|
|
|
|
5.4
|
%
|
|
|
5.4
|
%
|
|
|
|
5.5
|
%
|
|
|
For The Year Ended December 31,
|
|||||||||||||||
|
|
2015
|
|
% Increase/ (Decrease)
|
|
2014
|
|
|
2014
|
|
% Increase/ (Decrease)
|
|
2013
|
||||
Toyota/Scion/Lexus
|
|
46,157
|
|
|
3.4%
|
|
44,621
|
|
|
|
42,539
|
|
|
5.0%
|
|
40,529
|
|
Ford/Lincoln
|
|
19,797
|
|
|
9.2
|
|
18,132
|
|
|
|
16,275
|
|
|
(9.1)
|
|
17,907
|
|
Honda/Acura
|
|
19,019
|
|
|
6.4
|
|
17,870
|
|
|
|
17,136
|
|
|
(2.3)
|
|
17,538
|
|
BMW/MINI
|
|
17,556
|
|
|
(0.6)
|
|
17,664
|
|
|
|
17,285
|
|
|
5.0
|
|
16,461
|
|
Nissan
|
|
14,570
|
|
|
(7.0)
|
|
15,664
|
|
|
|
15,217
|
|
|
2.6
|
|
14,830
|
|
Chevrolet/GMC/Buick/Cadillac
|
|
11,155
|
|
|
6.3
|
|
10,496
|
|
|
|
8,119
|
|
|
8.6
|
|
7,479
|
|
Volkswagen/Audi/Porsche
|
|
9,990
|
|
|
1.1
|
|
9,886
|
|
|
|
10,217
|
|
|
5.0
|
|
9,729
|
|
Hyundai/Kia
|
|
9,473
|
|
|
5.1
|
|
9,012
|
|
|
|
7,585
|
|
|
10.0
|
|
6,895
|
|
Chrysler/Dodge/Jeep/RAM
|
|
7,962
|
|
|
9.5
|
|
7,268
|
|
|
|
7,268
|
|
|
17.7
|
|
6,173
|
|
Mercedes-Benz/smart/Sprinter
|
|
6,195
|
|
|
(5.3)
|
|
6,541
|
|
|
|
6,536
|
|
|
0.1
|
|
6,529
|
|
Other
|
|
3,554
|
|
|
(3.6)
|
|
3,687
|
|
|
|
3,940
|
|
|
(27.4)
|
|
5,425
|
|
Total
|
|
165,428
|
|
|
2.9%
|
|
160,841
|
|
|
|
152,117
|
|
|
1.8%
|
|
149,495
|
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
% Increase/ (Decrease)
|
|
2014
|
|
|
2014
|
|
% Increase/ (Decrease)
|
|
2013
|
||||||||
Retail Unit Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
100,176
|
|
|
9.4%
|
|
91,606
|
|
|
|
85,266
|
|
|
3.7%
|
|
82,235
|
|
||||
U.K.
|
|
12,083
|
|
|
14.1%
|
|
10,588
|
|
|
|
9,902
|
|
|
8.7%
|
|
9,109
|
|
||||
Brazil
|
|
4,844
|
|
|
1.0%
|
|
4,798
|
|
|
|
4,135
|
|
|
(3.1)%
|
|
4,266
|
|
||||
Total Same Stores
|
|
117,103
|
|
|
9.5%
|
|
106,992
|
|
|
|
99,303
|
|
|
3.9%
|
|
95,610
|
|
||||
Transactions
|
|
7,050
|
|
|
|
|
2,881
|
|
|
|
10,570
|
|
|
|
|
3,203
|
|
||||
Total
|
|
124,153
|
|
|
13.0%
|
|
109,873
|
|
|
|
109,873
|
|
|
11.2%
|
|
98,813
|
|
||||
Retail Sales Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
2,075,497
|
|
|
11.3%
|
|
$
|
1,864,698
|
|
|
|
$
|
1,752,151
|
|
|
5.4%
|
|
$
|
1,662,671
|
|
U.K.
|
|
295,667
|
|
|
6.3%
|
|
278,116
|
|
|
|
266,183
|
|
|
20.1%
|
|
221,590
|
|
||||
Brazil
|
|
82,242
|
|
|
(25.8)%
|
|
110,867
|
|
|
|
95,376
|
|
|
7.4%
|
|
88,801
|
|
||||
Total Same Stores
|
|
2,453,406
|
|
|
8.9%
|
|
2,253,681
|
|
|
|
2,113,710
|
|
|
7.1%
|
|
1,973,062
|
|
||||
Transactions
|
|
185,563
|
|
|
|
|
71,187
|
|
|
|
211,158
|
|
|
|
|
66,366
|
|
||||
Total
|
|
$
|
2,638,969
|
|
|
13.5%
|
|
$
|
2,324,868
|
|
|
|
$
|
2,324,868
|
|
|
14.0%
|
|
$
|
2,039,428
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
149,006
|
|
|
1.4%
|
|
$
|
147,001
|
|
|
|
$
|
136,065
|
|
|
(1.3)%
|
|
$
|
137,811
|
|
U.K.
|
|
15,546
|
|
|
(6.6)%
|
|
16,648
|
|
|
|
15,883
|
|
|
9.9%
|
|
14,446
|
|
||||
Brazil
|
|
3,482
|
|
|
(45.4)%
|
|
6,372
|
|
|
|
5,409
|
|
|
25.5%
|
|
4,309
|
|
||||
Total Same Stores
|
|
168,034
|
|
|
(1.2)%
|
|
170,021
|
|
|
|
157,357
|
|
|
0.5%
|
|
156,566
|
|
||||
Transactions
|
|
11,436
|
|
|
|
|
3,501
|
|
|
|
16,165
|
|
|
|
|
4,313
|
|
||||
Total
|
|
$
|
179,470
|
|
|
3.4%
|
|
$
|
173,522
|
|
|
|
$
|
173,522
|
|
|
7.9%
|
|
$
|
160,879
|
|
Gross Profit per Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unit Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S.
|
|
$
|
1,487
|
|
|
(7.4)%
|
|
$
|
1,605
|
|
|
|
$
|
1,596
|
|
|
(4.8)%
|
|
$
|
1,676
|
|
U.K.
|
|
$
|
1,287
|
|
|
(18.1)%
|
|
$
|
1,572
|
|
|
|
$
|
1,604
|
|
|
1.1%
|
|
$
|
1,586
|
|
Brazil
|
|
$
|
719
|
|
|
(45.9)%
|
|
$
|
1,328
|
|
|
|
$
|
1,308
|
|
|
29.5%
|
|
$
|
1,010
|
|
Total Same Stores
|
|
$
|
1,435
|
|
|
(9.7)%
|
|
$
|
1,589
|
|
|
|
$
|
1,585
|
|
|
(3.2)%
|
|
$
|
1,638
|
|
Transactions
|
|
$
|
1,622
|
|
|
33.5%
|
|
$
|
1,215
|
|
|
|
$
|
1,529
|
|
|
13.5%
|
|
$
|
1,347
|
|
Total
|
|
$
|
1,446
|
|
|
(8.4)%
|
|
$
|
1,579
|
|
|
|
$
|
1,579
|
|
|
(3.0)%
|
|
$
|
1,628
|
|
Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S.
|
|
7.2
|
%
|
|
|
|
7.9
|
%
|
|
|
7.8
|
%
|
|
|
|
8.3
|
%
|
||||
U.K.
|
|
5.3
|
%
|
|
|
|
6.0
|
%
|
|
|
6.0
|
%
|
|
|
|
6.5
|
%
|
||||
Brazil
|
|
4.2
|
%
|
|
|
|
5.7
|
%
|
|
|
5.7
|
%
|
|
|
|
4.9
|
%
|
||||
Total Same Stores
|
|
6.8
|
%
|
|
|
|
7.5
|
%
|
|
|
7.4
|
%
|
|
|
|
7.9
|
%
|
||||
Transactions
|
|
6.2
|
%
|
|
|
|
4.9
|
%
|
|
|
7.7
|
%
|
|
|
|
6.5
|
%
|
||||
Total
|
|
6.8
|
%
|
|
|
|
7.5
|
%
|
|
|
7.5
|
%
|
|
|
|
7.9
|
%
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
% Increase/ (Decrease)
|
|
2014
|
|
|
2014
|
|
% Increase/ (Decrease)
|
|
2013
|
||||||||
Wholesale Unit Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
42,065
|
|
|
(0.1)%
|
|
42,120
|
|
|
|
40,036
|
|
|
4.9%
|
|
38,163
|
|
||||
U.K.
|
|
9,379
|
|
|
8.8%
|
|
8,618
|
|
|
|
8,181
|
|
|
5.8%
|
|
7,735
|
|
||||
Brazil
|
|
1,552
|
|
|
(22.5)%
|
|
2,002
|
|
|
|
1,904
|
|
|
(31.4)%
|
|
2,775
|
|
||||
Total Same Stores
|
|
52,996
|
|
|
0.5%
|
|
52,740
|
|
|
|
50,121
|
|
|
3.0%
|
|
48,673
|
|
||||
Transactions
|
|
4,230
|
|
|
|
|
1,862
|
|
|
|
4,481
|
|
|
|
|
2,063
|
|
||||
Total
|
|
57,226
|
|
|
4.8%
|
|
54,602
|
|
|
|
54,602
|
|
|
7.6%
|
|
50,736
|
|
||||
Wholesale Sales Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
266,864
|
|
|
(0.3)%
|
|
$
|
267,799
|
|
|
|
$
|
255,504
|
|
|
13.7%
|
|
$
|
224,686
|
|
U.K.
|
|
77,846
|
|
|
(2.6)%
|
|
79,891
|
|
|
|
77,993
|
|
|
18.0%
|
|
66,077
|
|
||||
Brazil
|
|
6,939
|
|
|
(53.1)%
|
|
14,808
|
|
|
|
13,844
|
|
|
(51.5)%
|
|
28,522
|
|
||||
Total Same Stores
|
|
351,649
|
|
|
(3.0)%
|
|
362,498
|
|
|
|
347,341
|
|
|
8.8%
|
|
319,285
|
|
||||
Transactions
|
|
45,602
|
|
|
|
|
16,645
|
|
|
|
31,802
|
|
|
|
|
12,900
|
|
||||
Total
|
|
$
|
397,251
|
|
|
4.8%
|
|
$
|
379,143
|
|
|
|
$
|
379,143
|
|
|
14.1%
|
|
$
|
332,185
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
(1,016
|
)
|
|
(157.2)%
|
|
$
|
1,777
|
|
|
|
$
|
2,331
|
|
|
647.1%
|
|
$
|
312
|
|
U.K.
|
|
(632
|
)
|
|
(55.7)%
|
|
(406
|
)
|
|
|
(446
|
)
|
|
47.9%
|
|
(856
|
)
|
||||
Brazil
|
|
497
|
|
|
(55.7)%
|
|
1,122
|
|
|
|
1,098
|
|
|
(22.8)%
|
|
1,422
|
|
||||
Total Same Stores
|
|
(1,151
|
)
|
|
(146.2)%
|
|
2,493
|
|
|
|
2,983
|
|
|
239.7%
|
|
878
|
|
||||
Transactions
|
|
(769
|
)
|
|
|
|
(174
|
)
|
|
|
(664
|
)
|
|
|
|
(1,073
|
)
|
||||
Total
|
|
$
|
(1,920
|
)
|
|
(182.8)%
|
|
$
|
2,319
|
|
|
|
$
|
2,319
|
|
|
1,289.2%
|
|
$
|
(195
|
)
|
Gross Profit per
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wholesale Unit Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S.
|
|
$
|
(24
|
)
|
|
(157.1)%
|
|
$
|
42
|
|
|
|
$
|
58
|
|
|
625.0%
|
|
$
|
8
|
|
U.K.
|
|
$
|
(67
|
)
|
|
(42.6)%
|
|
$
|
(47
|
)
|
|
|
$
|
(55
|
)
|
|
50.5%
|
|
$
|
(111
|
)
|
Brazil
|
|
$
|
320
|
|
|
(42.9)%
|
|
$
|
560
|
|
|
|
$
|
577
|
|
|
12.7%
|
|
$
|
512
|
|
Total Same Stores
|
|
$
|
(22
|
)
|
|
(146.8)%
|
|
$
|
47
|
|
|
|
$
|
60
|
|
|
233.3%
|
|
$
|
18
|
|
Transactions
|
|
$
|
(182
|
)
|
|
(95.7)%
|
|
$
|
(93
|
)
|
|
|
$
|
(148
|
)
|
|
71.5%
|
|
$
|
(520
|
)
|
Total
|
|
$
|
(34
|
)
|
|
(181.0)%
|
|
$
|
42
|
|
|
|
$
|
42
|
|
|
1,150.0%
|
|
$
|
(4
|
)
|
Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S.
|
|
(0.4
|
)%
|
|
|
|
0.7
|
%
|
|
|
0.9
|
%
|
|
|
|
0.1
|
%
|
||||
U.K.
|
|
(0.8
|
)%
|
|
|
|
(0.5
|
)%
|
|
|
(0.6
|
)%
|
|
|
|
(1.3
|
)%
|
||||
Brazil
|
|
7.2
|
%
|
|
|
|
7.6
|
%
|
|
|
7.9
|
%
|
|
|
|
5.0
|
%
|
||||
Total Same Stores
|
|
(0.3
|
)%
|
|
|
|
0.7
|
%
|
|
|
0.9
|
%
|
|
|
|
0.3
|
%
|
||||
Transactions
|
|
(1.7
|
)%
|
|
|
|
(1.0
|
)%
|
|
|
(2.1
|
)%
|
|
|
|
(8.3
|
)%
|
||||
Total
|
|
(0.5
|
)%
|
|
|
|
0.6
|
%
|
|
|
0.6
|
%
|
|
|
|
(0.1
|
)%
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
% Increase/ (Decrease)
|
|
2014
|
|
|
2014
|
|
% Increase/ (Decrease)
|
|
2013
|
||||||||
Used Vehicle Unit Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
142,241
|
|
|
6.4%
|
|
133,726
|
|
|
|
125,302
|
|
|
4.1%
|
|
120,398
|
|
||||
U.K.
|
|
21,462
|
|
|
11.7%
|
|
19,206
|
|
|
|
18,083
|
|
|
7.4%
|
|
16,844
|
|
||||
Brazil
|
|
6,396
|
|
|
(5.9)%
|
|
6,800
|
|
|
|
6,039
|
|
|
(14.2)%
|
|
7,041
|
|
||||
Total Same Stores
|
|
170,099
|
|
|
6.5%
|
|
159,732
|
|
|
|
149,424
|
|
|
3.6%
|
|
144,283
|
|
||||
Transactions
|
|
11,280
|
|
|
|
|
4,743
|
|
|
|
15,051
|
|
|
|
|
5,266
|
|
||||
Total
|
|
181,379
|
|
|
10.3%
|
|
164,475
|
|
|
|
164,475
|
|
|
10.0%
|
|
149,549
|
|
||||
Sales Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
2,342,361
|
|
|
9.8%
|
|
$
|
2,132,497
|
|
|
|
$
|
2,007,655
|
|
|
6.4%
|
|
$
|
1,887,357
|
|
U.K.
|
|
373,513
|
|
|
4.3%
|
|
358,007
|
|
|
|
344,176
|
|
|
19.6%
|
|
287,667
|
|
||||
Brazil
|
|
89,181
|
|
|
(29.0)%
|
|
125,675
|
|
|
|
109,220
|
|
|
(6.9)%
|
|
117,323
|
|
||||
Total Same Stores
|
|
2,805,055
|
|
|
7.2%
|
|
2,616,179
|
|
|
|
2,461,051
|
|
|
7.4%
|
|
2,292,347
|
|
||||
Transactions
|
|
231,165
|
|
|
|
|
87,832
|
|
|
|
242,960
|
|
|
|
|
79,266
|
|
||||
Total
|
|
$
|
3,036,220
|
|
|
12.3%
|
|
$
|
2,704,011
|
|
|
|
$
|
2,704,011
|
|
|
14.0%
|
|
$
|
2,371,613
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
147,990
|
|
|
(0.5)%
|
|
$
|
148,778
|
|
|
|
$
|
138,396
|
|
|
0.2%
|
|
$
|
138,123
|
|
U.K.
|
|
14,914
|
|
|
(8.2)%
|
|
16,242
|
|
|
|
15,437
|
|
|
13.6%
|
|
13,590
|
|
||||
Brazil
|
|
3,979
|
|
|
(46.9)%
|
|
7,494
|
|
|
|
6,507
|
|
|
13.5%
|
|
5,731
|
|
||||
Total Same Stores
|
|
166,883
|
|
|
(3.3)%
|
|
172,514
|
|
|
|
160,340
|
|
|
1.8%
|
|
157,444
|
|
||||
Transactions
|
|
10,667
|
|
|
|
|
3,327
|
|
|
|
15,501
|
|
|
|
|
3,240
|
|
||||
Total
|
|
$
|
177,550
|
|
|
1.0%
|
|
$
|
175,841
|
|
|
|
$
|
175,841
|
|
|
9.4%
|
|
$
|
160,684
|
|
Gross Profit per Used
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Vehicle Unit Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S.
|
|
$
|
1,040
|
|
|
(6.6)%
|
|
$
|
1,113
|
|
|
|
$
|
1,104
|
|
|
(3.7)%
|
|
$
|
1,147
|
|
U.K.
|
|
$
|
695
|
|
|
(17.8)%
|
|
$
|
846
|
|
|
|
$
|
854
|
|
|
5.8%
|
|
$
|
807
|
|
Brazil
|
|
$
|
622
|
|
|
(43.6)%
|
|
$
|
1,102
|
|
|
|
$
|
1,077
|
|
|
32.3%
|
|
$
|
814
|
|
Total Same Stores
|
|
$
|
981
|
|
|
(9.2)%
|
|
$
|
1,080
|
|
|
|
$
|
1,073
|
|
|
(1.6)%
|
|
$
|
1,091
|
|
Transactions
|
|
$
|
946
|
|
|
35.0%
|
|
$
|
701
|
|
|
|
$
|
1,030
|
|
|
67.5%
|
|
$
|
615
|
|
Total
|
|
$
|
979
|
|
|
(8.4)%
|
|
$
|
1,069
|
|
|
|
$
|
1,069
|
|
|
(0.5)%
|
|
$
|
1,074
|
|
Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S.
|
|
6.3
|
%
|
|
|
|
7.0
|
%
|
|
|
6.9
|
%
|
|
|
|
7.3
|
%
|
||||
U.K.
|
|
4.0
|
%
|
|
|
|
4.5
|
%
|
|
|
4.5
|
%
|
|
|
|
4.7
|
%
|
||||
Brazil
|
|
4.5
|
%
|
|
|
|
6.0
|
%
|
|
|
6.0
|
%
|
|
|
|
4.9
|
%
|
||||
Total Same Stores
|
|
5.9
|
%
|
|
|
|
6.6
|
%
|
|
|
6.5
|
%
|
|
|
|
6.9
|
%
|
||||
Transactions
|
|
4.6
|
%
|
|
|
|
3.8
|
%
|
|
|
6.4
|
%
|
|
|
|
4.1
|
%
|
||||
Total
|
|
5.8
|
%
|
|
|
|
6.5
|
%
|
|
|
6.5
|
%
|
|
|
|
6.8
|
%
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
% Increase/ (Decrease)
|
|
2014
|
|
|
2014
|
|
% Increase/ (Decrease)
|
|
2013
|
||||||||
Parts and Service Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
987,762
|
|
|
6.1%
|
|
$
|
930,597
|
|
|
|
$
|
891,099
|
|
|
6.0%
|
|
$
|
840,398
|
|
U.K.
|
|
80,625
|
|
|
(1.8)%
|
|
82,126
|
|
|
|
79,148
|
|
|
17.2%
|
|
67,557
|
|
||||
Brazil
|
|
50,607
|
|
|
(23.6)%
|
|
66,213
|
|
|
|
61,855
|
|
|
(1.6)%
|
|
62,886
|
|
||||
Total Same Stores
|
|
1,118,994
|
|
|
3.7%
|
|
1,078,936
|
|
|
|
1,032,102
|
|
|
6.3%
|
|
970,841
|
|
||||
Transactions
|
|
67,199
|
|
|
|
|
46,758
|
|
|
|
93,592
|
|
|
|
|
39,844
|
|
||||
Total
|
|
$
|
1,186,193
|
|
|
5.4%
|
|
$
|
1,125,694
|
|
|
|
$
|
1,125,694
|
|
|
11.4%
|
|
$
|
1,010,685
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
537,701
|
|
|
8.1%
|
|
$
|
497,265
|
|
|
|
$
|
474,505
|
|
|
6.6%
|
|
$
|
445,077
|
|
U.K.
|
|
45,652
|
|
|
1.5%
|
|
44,990
|
|
|
|
43,641
|
|
|
17.5%
|
|
37,147
|
|
||||
Brazil
|
|
21,295
|
|
|
(26.5)%
|
|
28,992
|
|
|
|
26,100
|
|
|
(1.9)%
|
|
26,599
|
|
||||
Total Same Stores
|
|
604,648
|
|
|
5.8%
|
|
571,247
|
|
|
|
544,246
|
|
|
7.0%
|
|
508,823
|
|
||||
Transactions
|
|
37,511
|
|
|
|
|
23,068
|
|
|
|
50,069
|
|
|
|
|
21,802
|
|
||||
Total
|
|
$
|
642,159
|
|
|
8.1%
|
|
$
|
594,315
|
|
|
|
$
|
594,315
|
|
|
12.0%
|
|
$
|
530,625
|
|
Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S.
|
|
54.4
|
%
|
|
|
|
53.4
|
%
|
|
|
53.2
|
%
|
|
|
|
53.0
|
%
|
||||
U.K.
|
|
56.6
|
%
|
|
|
|
54.8
|
%
|
|
|
55.1
|
%
|
|
|
|
55.0
|
%
|
||||
Brazil
|
|
42.1
|
%
|
|
|
|
43.8
|
%
|
|
|
42.2
|
%
|
|
|
|
42.3
|
%
|
||||
Total Same Stores
|
|
54.0
|
%
|
|
|
|
52.9
|
%
|
|
|
52.7
|
%
|
|
|
|
52.4
|
%
|
||||
Transactions
|
|
55.8
|
%
|
|
|
|
49.3
|
%
|
|
|
53.5
|
%
|
|
|
|
54.7
|
%
|
||||
Total
|
|
54.1
|
%
|
|
|
|
52.8
|
%
|
|
|
52.8
|
%
|
|
|
|
52.5
|
%
|
|
|
For The Year Ended December 31,
|
||||||||||||||||||||
|
|
2015
|
|
% Increase/ (Decrease)
|
|
2014
|
|
|
2014
|
|
% Increase/ (Decrease)
|
|
2013
|
|||||||||
Retail New and Used Unit Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S.
|
|
236,170
|
|
|
6.0%
|
|
222,855
|
|
|
|
209,540
|
|
|
4.0%
|
|
201,437
|
|
|||||
U.K.
|
|
28,057
|
|
|
12.2%
|
|
25,000
|
|
|
|
23,898
|
|
|
4.8%
|
|
22,808
|
|
|||||
Brazil
|
|
18,304
|
|
|
(8.4)%
|
|
19,978
|
|
|
|
17,982
|
|
|
(13.8)%
|
|
20,860
|
|
|||||
Total Same Stores
|
|
282,531
|
|
|
5.5%
|
|
267,833
|
|
|
|
251,420
|
|
|
2.6%
|
|
245,105
|
|
|||||
Transactions
|
|
16,236
|
|
|
|
|
8,936
|
|
|
|
25,349
|
|
|
|
|
9,574
|
|
|||||
Total
|
|
298,767
|
|
|
7.9%
|
|
276,769
|
|
|
|
276,769
|
|
|
8.7%
|
|
254,679
|
|
|||||
Retail Finance Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S.
|
|
$
|
117,253
|
|
|
10.2%
|
|
$
|
106,437
|
|
|
|
$
|
100,265
|
|
|
5.7%
|
|
$
|
94,876
|
|
|
U.K.
|
|
12,678
|
|
|
11.1%
|
|
11,415
|
|
|
|
11,082
|
|
|
36.8%
|
|
8,101
|
|
|||||
Brazil
|
|
1,782
|
|
|
(26.6)%
|
|
2,427
|
|
|
|
2,203
|
|
|
(8.8)%
|
|
2,416
|
|
|||||
Total Same Stores
|
|
131,713
|
|
|
9.5%
|
|
120,279
|
|
|
|
113,550
|
|
|
7.7%
|
|
105,393
|
|
|||||
Transactions
|
|
9,621
|
|
|
|
|
3,674
|
|
|
|
10,403
|
|
|
|
|
3,811
|
|
|||||
Total
|
|
$
|
141,334
|
|
|
14.0%
|
|
$
|
123,953
|
|
|
|
$
|
123,953
|
|
|
13.5%
|
|
$
|
109,204
|
|
|
Vehicle Service Contract Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S.
|
|
$
|
138,903
|
|
|
6.2%
|
|
$
|
130,771
|
|
|
|
$
|
124,043
|
|
|
11.1%
|
|
$
|
111,628
|
|
|
U.K.
|
|
613
|
|
|
73.7%
|
|
353
|
|
|
|
284
|
|
|
34.6%
|
|
211
|
|
|||||
Brazil
|
|
—
|
|
|
—%
|
|
—
|
|
|
|
—
|
|
|
—%
|
|
—
|
|
|||||
Total Same Stores
|
|
139,516
|
|
|
6.4%
|
|
131,124
|
|
|
|
124,327
|
|
|
11.2%
|
|
111,839
|
|
|||||
Transactions
|
|
5,180
|
|
|
|
|
999
|
|
|
|
7,796
|
|
|
|
|
2,311
|
|
|||||
Total
|
|
$
|
144,696
|
|
|
9.5%
|
|
$
|
132,123
|
|
|
|
$
|
132,123
|
|
|
15.7%
|
|
$
|
114,150
|
|
|
Insurance and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S.
|
|
$
|
103,283
|
|
|
11.1%
|
|
$
|
92,924
|
|
|
|
$
|
87,866
|
|
|
18.8%
|
|
$
|
73,985
|
|
|
U.K.
|
|
7,362
|
|
|
6.0%
|
|
6,945
|
|
|
|
6,713
|
|
|
17.8%
|
|
5,699
|
|
|||||
Brazil
|
|
5,356
|
|
|
(33.7)%
|
|
8,084
|
|
|
|
7,465
|
|
|
20.5%
|
|
6,195
|
|
|||||
Total Same Stores
|
|
116,001
|
|
|
7.5%
|
|
107,953
|
|
|
|
102,044
|
|
|
18.8%
|
|
85,879
|
|
|||||
Transactions
|
|
6,755
|
|
|
|
|
2,536
|
|
|
|
8,445
|
|
|
|
|
2,129
|
|
|||||
Total
|
|
$
|
122,756
|
|
|
11.1%
|
|
$
|
110,489
|
|
|
|
$
|
110,489
|
|
|
25.5%
|
|
$
|
88,008
|
|
|
Total Finance and Insurance Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S.
|
|
$
|
359,439
|
|
|
8.9%
|
|
$
|
330,132
|
|
|
|
$
|
312,174
|
|
|
11.3%
|
|
$
|
280,489
|
|
|
U.K.
|
|
20,653
|
|
|
10.4%
|
|
18,713
|
|
|
|
18,079
|
|
|
29.0%
|
|
14,011
|
|
|||||
Brazil
|
|
7,138
|
|
|
(32.1)%
|
|
10,511
|
|
|
|
9,668
|
|
|
12.3%
|
|
8,611
|
|
|||||
Total Same Stores
|
|
387,230
|
|
|
7.8%
|
|
359,356
|
|
|
|
339,921
|
|
|
12.1%
|
|
303,111
|
|
|||||
Transactions
|
|
21,556
|
|
|
|
|
7,209
|
|
|
|
26,644
|
|
|
|
|
8,251
|
|
|||||
Total
|
|
$
|
408,786
|
|
|
11.5%
|
|
$
|
366,565
|
|
|
|
$
|
366,565
|
|
|
17.7%
|
|
$
|
311,362
|
|
Finance and Insurance Revenues per Unit Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
1,522
|
|
|
2.8%
|
|
$
|
1,481
|
|
|
|
$
|
1,490
|
|
|
7.0%
|
|
$
|
1,392
|
|
|
U.K.
|
|
$
|
736
|
|
|
(1.7)%
|
|
$
|
749
|
|
|
|
$
|
757
|
|
|
23.3%
|
|
$
|
614
|
|
|
Brazil
|
|
$
|
390
|
|
|
(25.9)%
|
|
$
|
526
|
|
|
|
$
|
538
|
|
|
30.3%
|
|
$
|
413
|
|
|
Total Same Stores
|
|
$
|
1,371
|
|
|
2.2%
|
|
$
|
1,342
|
|
|
|
$
|
1,352
|
|
|
9.3%
|
|
$
|
1,237
|
|
|
Transactions
|
|
$
|
1,328
|
|
|
|
|
$
|
807
|
|
|
|
$
|
1,051
|
|
|
|
|
$
|
862
|
|
|
Total
|
|
$
|
1,368
|
|
|
3.3%
|
|
$
|
1,324
|
|
|
|
$
|
1,324
|
|
|
8.3
|
%
|
|
$
|
1,223
|
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
% Increase/ (Decrease)
|
|
2014
|
|
|
2014
|
|
% Increase/ (Decrease)
|
|
2013
|
||||||||
Personnel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
585,585
|
|
|
7.9%
|
|
$
|
542,512
|
|
|
|
$
|
514,391
|
|
|
4.5%
|
|
$
|
492,195
|
|
U.K.
|
|
53,159
|
|
|
0.4%
|
|
52,956
|
|
|
|
51,360
|
|
|
17.7%
|
|
43,638
|
|
||||
Brazil
|
|
27,460
|
|
|
(27.0)%
|
|
37,636
|
|
|
|
34,728
|
|
|
(10.7)%
|
|
38,872
|
|
||||
Total Same Stores
|
|
666,204
|
|
|
5.2%
|
|
633,104
|
|
|
|
600,479
|
|
|
4.5%
|
|
574,705
|
|
||||
Transactions
|
|
42,400
|
|
|
|
|
25,336
|
|
|
|
57,961
|
|
|
|
|
23,240
|
|
||||
Total
|
|
$
|
708,604
|
|
|
7.6%
|
|
$
|
658,440
|
|
|
|
$
|
658,440
|
|
|
10.1%
|
|
$
|
597,945
|
|
Advertising
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
65,300
|
|
|
(0.8)%
|
|
$
|
65,805
|
|
|
|
$
|
61,973
|
|
|
21.0%
|
|
$
|
51,231
|
|
U.K.
|
|
3,701
|
|
|
(4.0)%
|
|
3,856
|
|
|
|
3,652
|
|
|
23.0%
|
|
2,969
|
|
||||
Brazil
|
|
1,395
|
|
|
(33.2)%
|
|
2,087
|
|
|
|
1,836
|
|
|
(14.6)%
|
|
2,150
|
|
||||
Total Same Stores
|
|
70,396
|
|
|
(1.9)%
|
|
71,748
|
|
|
|
67,461
|
|
|
19.7%
|
|
56,350
|
|
||||
Transactions
|
|
4,232
|
|
|
|
|
2,064
|
|
|
|
6,351
|
|
|
|
|
2,601
|
|
||||
Total
|
|
$
|
74,628
|
|
|
1.1%
|
|
$
|
73,812
|
|
|
|
$
|
73,812
|
|
|
25.2%
|
|
$
|
58,951
|
|
Rent and Facility Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
79,950
|
|
|
(3.4)%
|
|
$
|
82,796
|
|
|
|
$
|
81,839
|
|
|
1.0%
|
|
$
|
81,022
|
|
U.K.
|
|
8,249
|
|
|
(4.1)%
|
|
8,598
|
|
|
|
8,345
|
|
|
2.3%
|
|
8,161
|
|
||||
Brazil
|
|
10,873
|
|
|
(19.1)%
|
|
13,433
|
|
|
|
12,813
|
|
|
(4.0)%
|
|
13,346
|
|
||||
Total Same Stores
|
|
99,072
|
|
|
(5.5)%
|
|
104,827
|
|
|
|
102,997
|
|
|
0.5%
|
|
102,529
|
|
||||
Transactions
|
|
7,364
|
|
|
|
|
9,028
|
|
|
|
10,858
|
|
|
|
|
7,930
|
|
||||
Total
|
|
$
|
106,436
|
|
|
(6.5)%
|
|
$
|
113,855
|
|
|
|
$
|
113,855
|
|
|
3.1%
|
|
$
|
110,459
|
|
Other SG&A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
187,092
|
|
|
5.8%
|
|
$
|
176,838
|
|
|
|
$
|
168,761
|
|
|
(3.3)%
|
|
$
|
174,535
|
|
U.K.
|
|
23,658
|
|
|
1.7%
|
|
23,260
|
|
|
|
22,512
|
|
|
12.5%
|
|
20,011
|
|
||||
Brazil
|
|
11,735
|
|
|
(28.2)%
|
|
16,348
|
|
|
|
15,165
|
|
|
(3.8)%
|
|
15,767
|
|
||||
Total Same Stores
|
|
222,485
|
|
|
2.8%
|
|
216,446
|
|
|
|
206,438
|
|
|
(1.8)%
|
|
210,313
|
|
||||
Transactions
|
|
8,680
|
|
|
|
|
(589
|
)
|
|
|
9,419
|
|
|
|
|
(812
|
)
|
||||
Total
|
|
$
|
231,165
|
|
|
7.1%
|
|
$
|
215,857
|
|
|
|
$
|
215,857
|
|
|
3.0%
|
|
$
|
209,501
|
|
Total SG&A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
917,927
|
|
|
5.8%
|
|
$
|
867,951
|
|
|
|
$
|
826,964
|
|
|
3.5%
|
|
$
|
798,983
|
|
U.K.
|
|
88,767
|
|
|
0.1%
|
|
88,670
|
|
|
|
85,869
|
|
|
14.8%
|
|
74,779
|
|
||||
Brazil
|
|
51,463
|
|
|
(26.0)%
|
|
69,504
|
|
|
|
64,542
|
|
|
(8.0)%
|
|
70,135
|
|
||||
Total Same Stores
|
|
1,058,157
|
|
|
3.1%
|
|
1,026,125
|
|
|
|
977,375
|
|
|
3.5%
|
|
943,897
|
|
||||
Transactions
|
|
62,676
|
|
|
|
|
35,839
|
|
|
|
84,589
|
|
|
|
|
32,959
|
|
||||
Total
|
|
$
|
1,120,833
|
|
|
5.5%
|
|
$
|
1,061,964
|
|
|
|
$
|
1,061,964
|
|
|
8.7%
|
|
$
|
976,856
|
|
Total Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S.
|
|
$
|
1,269,691
|
|
|
5.0%
|
|
$
|
1,209,172
|
|
|
|
$
|
1,143,619
|
|
|
6.4%
|
|
$
|
1,075,234
|
|
U.K.
|
|
115,186
|
|
|
1.2%
|
|
113,765
|
|
|
|
110,673
|
|
|
18.8%
|
|
93,172
|
|
||||
Brazil
|
|
56,327
|
|
|
(29.5)%
|
|
79,876
|
|
|
|
71,913
|
|
|
(11.5)%
|
|
81,252
|
|
||||
Total Same Stores
|
|
1,441,204
|
|
|
2.7%
|
|
1,402,813
|
|
|
|
1,326,205
|
|
|
6.1%
|
|
1,249,658
|
|
||||
Transactions
|
|
92,768
|
|
|
|
|
45,125
|
|
|
|
121,733
|
|
|
|
|
42,888
|
|
||||
Total
|
|
$
|
1,533,972
|
|
|
5.9%
|
|
$
|
1,447,938
|
|
|
|
$
|
1,447,938
|
|
|
12.0%
|
|
$
|
1,292,546
|
|
SG&A as a % of Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S.
|
|
72.3
|
%
|
|
|
|
71.8
|
%
|
|
|
72.3
|
%
|
|
|
|
74.3
|
%
|
||||
U.K.
|
|
77.1
|
%
|
|
|
|
77.9
|
%
|
|
|
77.6
|
%
|
|
|
|
80.3
|
%
|
||||
Brazil
|
|
91.4
|
%
|
|
|
|
87.0
|
%
|
|
|
89.7
|
%
|
|
|
|
86.3
|
%
|
||||
Total Same Stores
|
|
73.4
|
%
|
|
|
|
73.1
|
%
|
|
|
73.7
|
%
|
|
|
|
75.5
|
%
|
||||
Transactions
|
|
67.6
|
%
|
|
|
|
79.4
|
%
|
|
|
69.5
|
%
|
|
|
|
76.8
|
%
|
||||
Total
|
|
73.1
|
%
|
|
|
|
73.3
|
%
|
|
|
73.3
|
%
|
|
|
|
75.6
|
%
|
||||
Employees
|
|
12,900
|
|
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
|
11,500
|
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
% Increase/ (Decrease)
|
|
2014
|
|
|
2014
|
|
% Increase/ (Decrease)
|
|
2013
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
39,819
|
|
|
12.1%
|
|
$
|
35,536
|
|
|
|
$
|
33,783
|
|
|
8.9%
|
|
$
|
31,015
|
|
U.K.
|
|
3,176
|
|
|
(4.0)%
|
|
3,309
|
|
|
|
3,156
|
|
|
22.7%
|
|
2,573
|
|
||||
Brazil
|
|
1,678
|
|
|
(7.1)%
|
|
1,806
|
|
|
|
1,638
|
|
|
6.6%
|
|
1,537
|
|
||||
Total Same Stores
|
|
44,673
|
|
|
9.9%
|
|
40,651
|
|
|
|
38,577
|
|
|
9.8%
|
|
35,125
|
|
||||
Transactions
|
|
2,566
|
|
|
|
|
1,693
|
|
|
|
3,767
|
|
|
|
|
701
|
|
||||
Total
|
|
$
|
47,239
|
|
|
11.6%
|
|
$
|
42,344
|
|
|
|
$
|
42,344
|
|
|
18.2%
|
|
$
|
35,826
|
|
|
|
For The Year Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
% Increase/ (Decrease)
|
|
2014
|
|
|
2014
|
|
% Increase/ (Decrease)
|
|
2013
|
||||||||
Same Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
34,714
|
|
|
4.9%
|
|
$
|
33,102
|
|
|
|
$
|
31,572
|
|
|
(3.6)%
|
|
$
|
32,760
|
|
U.K.
|
|
1,544
|
|
|
(3.8)%
|
|
1,605
|
|
|
|
1,584
|
|
|
(0.3)%
|
|
1,589
|
|
||||
Brazil
|
|
965
|
|
|
(83.7)%
|
|
5,910
|
|
|
|
4,713
|
|
|
(24.0)%
|
|
6,205
|
|
||||
Total Same Stores
|
|
37,223
|
|
|
(8.4)%
|
|
40,617
|
|
|
|
37,869
|
|
|
(6.6)%
|
|
40,554
|
|
||||
Transactions
|
|
2,041
|
|
|
|
|
997
|
|
|
|
3,745
|
|
|
|
|
1,113
|
|
||||
Total
|
|
$
|
39,264
|
|
|
(5.6)%
|
|
$
|
41,614
|
|
|
|
$
|
41,614
|
|
|
(0.1)%
|
|
$
|
41,667
|
|
Memo:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Manufacturer’s assistance
|
|
$
|
50,474
|
|
|
11.8%
|
|
$
|
45,145
|
|
|
|
$
|
45,145
|
|
|
17.1%
|
|
$
|
38,543
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
(In thousands)
|
|
|
||||||
Adjusted net cash provided by operating activities
|
|
$
|
244,349
|
|
|
$
|
207,139
|
|
|
$
|
202,823
|
|
Adjusted net cash used in investing activities
|
|
(266,791
|
)
|
|
(315,432
|
)
|
|
(249,516
|
)
|
|||
Adjusted net cash provided by (used in) financing activities
|
|
(4
|
)
|
|
131,180
|
|
|
66,404
|
|
|||
Effect of exchange rate changes on cash
|
|
(5,492
|
)
|
|
(2,127
|
)
|
|
(4,146
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(27,938
|
)
|
|
$
|
20,760
|
|
|
$
|
15,565
|
|
|
As of December 31, 2015
|
|
|
Required
|
Actual
|
Senior Secured Adjusted Leverage Ratio
|
< 3.75
|
1.67
|
Total Adjusted Leverage Ratio
|
< 5.50
|
3.78
|
Fixed Charge Coverage Ratio
|
> 1.35
|
2.03
|
|
|
As of December 31, 2015
|
||||||||||
U.S. Credit Facilities
|
|
Total
Commitment
|
|
Outstanding
|
|
Available
|
||||||
|
|
(In thousands)
|
||||||||||
Floorplan Line
(1)
|
|
$
|
1,380,000
|
|
|
$
|
1,150,847
|
|
|
$
|
229,153
|
|
Acquisition Line
(2)
|
|
320,000
|
|
|
41,850
|
|
|
278,150
|
|
|||
Total Revolving Credit Facility
|
|
1,700,000
|
|
|
1,192,697
|
|
|
507,303
|
|
|||
FMCC Facility
(3)
|
|
300,000
|
|
|
171,307
|
|
|
128,693
|
|
|||
Total U.S. Credit Facilities
(4)
|
|
$
|
2,000,000
|
|
|
$
|
1,364,004
|
|
|
$
|
635,996
|
|
(1)
|
The available balance as of
December 31, 2015
includes
$110.8 million
of immediately available funds.
|
(2)
|
The outstanding balance of
$41.9 million
is related to outstanding letters of credit.
|
(3)
|
The available balance as of
December 31, 2015
includes
$25.5 million
of immediately available funds.
|
(4)
|
The outstanding balance excludes
$196.4 million
of borrowings with manufacturer-affiliates and third-party financial institutions for foreign and rental vehicle financing not associated with any of our U.S. credit facilities.
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
< 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Thereafter
|
||||||||||
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
||||||||||
Floorplan notes payable
|
|
$
|
1,518,531
|
|
|
$
|
1,518,531
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Estimated interest payments on floor plan notes payable
(1)
|
|
17,296
|
|
|
9,296
|
|
|
6,400
|
|
|
1,600
|
|
|
—
|
|
|||||
Long-term debt obligations
(2)
|
|
1,248,521
|
|
|
93,240
|
|
|
99,830
|
|
|
104,129
|
|
|
951,322
|
|
|||||
Estimated interest payments on fixed-rate long-term debt obligations
(3)
|
|
320,849
|
|
|
47,587
|
|
|
93,689
|
|
|
91,069
|
|
|
88,504
|
|
|||||
Estimated interest payments on variable-rate long-term debt obligations
(4)
|
|
36,288
|
|
|
8,644
|
|
|
11,540
|
|
|
6,811
|
|
|
9,293
|
|
|||||
Capital lease obligations
(5)
|
|
51,958
|
|
|
3,803
|
|
|
8,562
|
|
|
8,716
|
|
|
30,877
|
|
|||||
Estimated interest on capital lease obligations
|
|
35,619
|
|
|
4,857
|
|
|
8,727
|
|
|
7,267
|
|
|
14,768
|
|
|||||
Operating lease obligations
|
|
318,158
|
|
|
52,646
|
|
|
90,228
|
|
|
62,460
|
|
|
112,824
|
|
|||||
Estimated interest payments on interest rate risk management obligations
(6)
|
|
45,821
|
|
|
11,768
|
|
|
23,398
|
|
|
10,380
|
|
|
275
|
|
|||||
Purchase commitments
(7)
|
|
44,193
|
|
|
10,897
|
|
|
19,875
|
|
|
13,421
|
|
|
—
|
|
|||||
Total
|
|
$
|
3,637,234
|
|
|
$
|
1,761,269
|
|
|
$
|
362,249
|
|
|
$
|
305,853
|
|
|
$
|
1,207,863
|
|
(1)
|
Calculated using the Floorplan Line balance and weighted average interest rate at
December 31, 2015
, and the assumption that these liabilities would be settled within 67 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 67 days.
|
(2)
|
Includes
$41.9 million
of outstanding letters of credit associated with the Acquisition Line of our Revolving Credit Facility due in
2016
.
|
(3)
|
Includes our 5.00% Notes, 5.25% Notes and other real estate related debt.
|
(4)
|
Includes interest on letters of credit associated with the Acquisition Line of our Revolving Credit Facility due
2016
, 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
$51.9 million
related real estate and $0.1 million of other capital leases.
|
(6)
|
Amounts represent the estimated net future settlement of our obligation to pay a fixed interest rate and receive a variable interest rate, based upon a forecasted LIBOR forward curve and the maturity date of each obligation. The estimated fair value of these obligations as of December 31, 2015 was
$31.2 million
.
|
(7)
|
Includes Information Technology commitments and other.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
141,047
|
|
|
$
|
198,288
|
|
|
$
|
52,372
|
|
Change in floorplan notes payable-credit facilities, excluding floorplan offset account and net acquisition and disposition
|
|
100,302
|
|
|
5,881
|
|
|
165,404
|
|
|||
Change in floorplan notes payable-manufacturer affiliates associated with net acquisition and disposition related activity
|
|
3,000
|
|
|
2,970
|
|
|
(14,953
|
)
|
|||
Adjusted net cash provided by operating activities
|
|
$
|
244,349
|
|
|
$
|
207,139
|
|
|
$
|
202,823
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net cash used in investing activities
|
|
$
|
(284,502
|
)
|
|
$
|
(347,051
|
)
|
|
$
|
(268,654
|
)
|
Change in cash paid for acquisitions, associated with floorplan notes payable
|
|
32,140
|
|
|
92,112
|
|
|
64,569
|
|
|||
Change in proceeds from disposition of franchises, property and equipment, associated with floorplan notes payable
|
|
(14,429
|
)
|
|
(60,493
|
)
|
|
(45,431
|
)
|
|||
Adjusted net cash used by investing activities
|
|
$
|
(266,791
|
)
|
|
$
|
(315,432
|
)
|
|
$
|
(249,516
|
)
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
121,009
|
|
|
$
|
171,650
|
|
|
$
|
235,993
|
|
Change in net borrowings and repayments on floorplan notes payable-credit facilities, excluding net activity associated with our floorplan offset account
|
|
(121,013
|
)
|
|
(40,470
|
)
|
|
(169,589
|
)
|
|||
Adjusted net cash provided by (used in) financing activities
|
|
$
|
(4
|
)
|
|
$
|
131,180
|
|
|
$
|
66,404
|
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||||||||
Notional amount in effect at the end of period
|
|
$
|
582
|
|
|
$
|
730
|
|
|
$
|
578
|
|
|
$
|
627
|
|
|
$
|
325
|
|
|
$
|
74
|
|
|
$
|
14
|
|
|
$
|
—
|
|
Weighted average interest rate during the period
|
|
2.57
|
%
|
|
2.72
|
%
|
|
2.59
|
%
|
|
2.65
|
%
|
|
2.53
|
%
|
|
2.62
|
%
|
|
2.19
|
%
|
|
1.63
|
%
|
Name
|
Age
|
Position
|
Years with Group 1
|
Years of Automotive Experience
|
Earl J. Hesterberg
|
62
|
President and Chief Executive Officer
|
11
|
41
|
John C. Rickel
|
54
|
Senior Vice President and Chief Financial Officer
|
10.5
|
32
|
Frank Grese Jr.
|
64
|
Senior Vice President of Human Resources, Training, and Operations Support
|
11
|
41
|
Darryl M. Burman
|
57
|
Vice President and General Counsel
|
9
|
18
|
Peter C. DeLongchamps
|
55
|
Vice President, Financial Services and Manufacturer Relations
|
11.5
|
33
|
J. Brooks O’Hara
|
60
|
Vice President, Human Resources
|
16
|
35
|
|
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/ Doyle L. Arnold
|
|
Director
|
Doyle L. Arnold
|
|
|
|
|
|
/s/ Lincoln da Cunha Pereira Filho
|
|
Director
|
Lincoln da Cunha Pereira Filho
|
|
|
|
|
|
/s/ Stephen D. Quinn
|
|
Director
|
Stephen D. Quinn
|
|
|
|
|
|
/s/ J. Terry Strange
|
|
Director
|
J. Terry Strange
|
|
|
|
|
|
/s/ Max P. Watson, Jr.
|
|
Director
|
Max P. Watson, Jr.
|
|
|
|
|
|
/s/ MaryAnn Wright
|
|
Director
|
MaryAnn Wright
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands, except per share amounts)
|
||||||||||
REVENUES:
|
|
|
|
|
|
|
||||||
New vehicle retail sales
|
|
$
|
6,001,306
|
|
|
$
|
5,741,619
|
|
|
$
|
5,224,921
|
|
Used vehicle retail sales
|
|
2,638,969
|
|
|
2,324,868
|
|
|
2,039,428
|
|
|||
Used vehicle wholesale sales
|
|
397,251
|
|
|
379,143
|
|
|
332,185
|
|
|||
Parts and service sales
|
|
1,186,193
|
|
|
1,125,694
|
|
|
1,010,685
|
|
|||
Finance, insurance and other, net
|
|
408,786
|
|
|
366,565
|
|
|
311,362
|
|
|||
Total revenues
|
|
10,632,505
|
|
|
9,937,889
|
|
|
8,918,581
|
|
|||
COST OF SALES:
|
|
|
|
|
|
|
||||||
New vehicle retail sales
|
|
5,695,829
|
|
|
5,430,402
|
|
|
4,935,046
|
|
|||
Used vehicle retail sales
|
|
2,459,499
|
|
|
2,151,346
|
|
|
1,878,549
|
|
|||
Used vehicle wholesale sales
|
|
399,171
|
|
|
376,824
|
|
|
332,380
|
|
|||
Parts and service sales
|
|
544,034
|
|
|
531,379
|
|
|
480,060
|
|
|||
Total cost of sales
|
|
9,098,533
|
|
|
8,489,951
|
|
|
7,626,035
|
|
|||
GROSS PROFIT
|
|
1,533,972
|
|
|
1,447,938
|
|
|
1,292,546
|
|
|||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
1,120,833
|
|
|
1,061,964
|
|
|
976,856
|
|
|||
DEPRECIATION AND AMORTIZATION EXPENSE
|
|
47,239
|
|
|
42,344
|
|
|
35,826
|
|
|||
ASSET IMPAIRMENTS
|
|
87,562
|
|
|
41,520
|
|
|
6,542
|
|
|||
INCOME FROM OPERATIONS
|
|
278,338
|
|
|
302,110
|
|
|
273,322
|
|
|||
OTHER EXPENSE:
|
|
|
|
|
|
|
||||||
Floorplan interest expense
|
|
(39,264
|
)
|
|
(41,614
|
)
|
|
(41,667
|
)
|
|||
Other interest expense, net
|
|
(56,903
|
)
|
|
(49,693
|
)
|
|
(38,971
|
)
|
|||
Other expense, net
|
|
—
|
|
|
—
|
|
|
(789
|
)
|
|||
Loss on extinguishment of long-term debt
|
|
—
|
|
|
(46,403
|
)
|
|
—
|
|
|||
INCOME BEFORE INCOME TAXES
|
|
182,171
|
|
|
164,400
|
|
|
191,895
|
|
|||
PROVISION FOR INCOME TAXES
|
|
(88,172
|
)
|
|
(71,396
|
)
|
|
(77,903
|
)
|
|||
NET INCOME
|
|
$
|
93,999
|
|
|
$
|
93,004
|
|
|
$
|
113,992
|
|
BASIC EARNINGS PER SHARE
|
|
$
|
3.91
|
|
|
$
|
3.82
|
|
|
$
|
4.72
|
|
Weighted average common shares outstanding
|
|
23,148
|
|
|
23,380
|
|
|
23,096
|
|
|||
DILUTED EARNINGS PER SHARE
|
|
$
|
3.90
|
|
|
$
|
3.60
|
|
|
$
|
4.32
|
|
Weighted average common shares outstanding
|
|
23,152
|
|
|
24,885
|
|
|
25,314
|
|
|||
CASH DIVIDENDS PER COMMON SHARE
|
|
$
|
0.83
|
|
|
$
|
0.70
|
|
|
$
|
0.65
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
NET INCOME
|
|
$
|
93,999
|
|
|
$
|
93,004
|
|
|
$
|
113,992
|
|
OTHER COMPREHENSIVE LOSS:
|
|
|
|
|
|
|
||||||
Unrealized loss on foreign currency translation
|
|
(54,457
|
)
|
|
(27,426
|
)
|
|
(31,701
|
)
|
|||
Realized gain on foreign currency translation associated with disposition of foreign subsidiaries
|
|
—
|
|
|
1,178
|
|
|
—
|
|
|||
Net unrealized loss on foreign currency translation
|
|
(54,457
|
)
|
|
(26,248
|
)
|
|
(31,701
|
)
|
|||
Net unrealized gain (loss) on interest rate swaps:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) arising during the period, net of tax benefit (provision) of $5,914, $6,692, and ($3,667), respectively
|
|
(9,856
|
)
|
|
(11,153
|
)
|
|
6,112
|
|
|||
Reclassification adjustment for loss included in interest expense, net of tax provision of $4,987, $4,256 and $4,182 respectively
|
|
8,313
|
|
|
7,094
|
|
|
6,969
|
|
|||
Net unrealized (loss) gain on interest rate swaps, net of tax
|
|
(1,543
|
)
|
|
(4,059
|
)
|
|
13,081
|
|
|||
OTHER COMPREHENSIVE LOSS, NET OF TAXES
|
|
(56,000
|
)
|
|
(30,307
|
)
|
|
(18,620
|
)
|
|||
COMPREHENSIVE INCOME
|
|
$
|
37,999
|
|
|
$
|
62,697
|
|
|
$
|
95,372
|
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Treasury
Stock
|
|
Total
|
|||||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
|
|
(In thousands)
|
|||||||||||||||||||||||||
BALANCE, December 31, 2012
|
|
25,836
|
|
|
$
|
258
|
|
|
$
|
332,836
|
|
|
$
|
677,864
|
|
|
$
|
(33,057
|
)
|
|
$
|
(117,617
|
)
|
|
$
|
860,284
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113,992
|
|
|
—
|
|
|
—
|
|
|
113,992
|
|
||||||
Other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,620
|
)
|
|
—
|
|
|
(18,620
|
)
|
||||||
Purchases of treasury stock
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,554
|
)
|
|
(3,554
|
)
|
||||||||
Treasury stock used in acquisition
|
|
—
|
|
|
—
|
|
|
27,689
|
|
|
—
|
|
|
—
|
|
|
52,709
|
|
|
80,398
|
|
||||||
Temporary equity adjustment related to 3.00% convertible notes
|
|
—
|
|
|
—
|
|
|
3,411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,411
|
|
||||||
Net issuance of treasury shares to employee stock compensation plans
|
|
(90
|
)
|
|
(1
|
)
|
|
(12,137
|
)
|
|
—
|
|
|
—
|
|
|
10,315
|
|
|
(1,823
|
)
|
||||||
Stock-based compensation, including tax effect of $2,993
|
|
—
|
|
|
—
|
|
|
16,842
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,842
|
|
||||||
Cash dividends, net of estimated forfeitures relative to participating securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,755
|
)
|
|
—
|
|
|
—
|
|
|
(15,755
|
)
|
||||||
BALANCE, December 31, 2013
|
|
25,746
|
|
|
257
|
|
|
368,641
|
|
|
776,101
|
|
|
(51,677
|
)
|
|
(58,147
|
)
|
|
1,035,175
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,004
|
|
|
—
|
|
|
—
|
|
|
93,004
|
|
||||||
Other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,307
|
)
|
|
—
|
|
|
(30,307
|
)
|
||||||
Purchases of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,802
|
)
|
|
(36,802
|
)
|
||||||
Net temporary equity adjustment related to 3.00% and 2.25% Convertible Notes
|
|
—
|
|
|
—
|
|
|
(14,163
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,163
|
)
|
||||||
Repurchase of equity component of 3.00% Convertible Notes
|
|
—
|
|
|
—
|
|
|
(118,044
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(118,044
|
)
|
||||||
Call/Warrant equity settlement on 3.00% Convertible Notes repurchase
|
|
—
|
|
|
—
|
|
|
32,641
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,641
|
|
||||||
Conversion of equity component of 2.25% Convertible Notes
|
|
—
|
|
|
—
|
|
|
(20,789
|
)
|
|
—
|
|
|
—
|
|
|
36,860
|
|
|
16,071
|
|
||||||
Call/Warrant equity settlement on 2.25% Convertible Notes conversion
|
|
—
|
|
|
—
|
|
|
33,772
|
|
|
—
|
|
|
—
|
|
|
(33,772
|
)
|
|
—
|
|
||||||
Net issuance of treasury shares to employee stock compensation plans
|
|
(22
|
)
|
|
—
|
|
|
(13,008
|
)
|
|
—
|
|
|
—
|
|
|
12,687
|
|
|
(321
|
)
|
||||||
Stock-based compensation, including tax effect of $1,841
|
|
—
|
|
|
—
|
|
|
17,804
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,804
|
|
||||||
Cash dividends, net of estimated forfeitures relative to participating securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,048
|
)
|
|
—
|
|
|
—
|
|
|
(17,048
|
)
|
||||||
BALANCE, December 31, 2014
|
|
25,724
|
|
|
257
|
|
|
286,854
|
|
|
852,057
|
|
|
(81,984
|
)
|
|
(79,174
|
)
|
|
978,010
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,999
|
|
|
—
|
|
|
—
|
|
|
93,999
|
|
||||||
Other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,000
|
)
|
|
—
|
|
|
(56,000
|
)
|
||||||
Purchases of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99,015
|
)
|
|
(99,015
|
)
|
||||||
Net issuance of treasury shares to employee stock compensation plans
|
|
(18
|
)
|
|
—
|
|
|
(16,701
|
)
|
|
—
|
|
|
—
|
|
|
16,907
|
|
|
206
|
|
||||||
Stock-based compensation, including tax effect of $2,142
|
|
—
|
|
|
—
|
|
|
20,939
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,939
|
|
||||||
Cash dividends, net of estimated forfeitures relative to participating securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,887
|
)
|
|
—
|
|
|
—
|
|
|
(19,887
|
)
|
||||||
BALANCE, December 31, 2015
|
|
25,706
|
|
|
$
|
257
|
|
|
$
|
291,092
|
|
|
$
|
926,169
|
|
|
$
|
(137,984
|
)
|
|
$
|
(161,282
|
)
|
|
$
|
918,252
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
93,999
|
|
|
$
|
93,004
|
|
|
$
|
113,992
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
47,239
|
|
|
42,344
|
|
|
35,826
|
|
|||
Deferred income taxes
|
|
11,884
|
|
|
12,319
|
|
|
22,412
|
|
|||
Asset impairments
|
|
87,562
|
|
|
41,520
|
|
|
6,542
|
|
|||
Stock-based compensation
|
|
18,851
|
|
|
16,012
|
|
|
13,899
|
|
|||
Amortization of debt discount and issue costs
|
|
3,652
|
|
|
10,559
|
|
|
13,888
|
|
|||
Loss on 3.00% Convertibles Notes repurchase
|
|
—
|
|
|
29,478
|
|
|
—
|
|
|||
Loss on 2.25% Convertible Notes conversion and redemption
|
|
—
|
|
|
16,925
|
|
|
—
|
|
|||
Gain on disposition of assets
|
|
(9,719
|
)
|
|
(15,994
|
)
|
|
(11,043
|
)
|
|||
Tax effect from excess stock-based compensation
|
|
(2,142
|
)
|
|
(1,841
|
)
|
|
(2,993
|
)
|
|||
Other
|
|
3,334
|
|
|
4,686
|
|
|
3,665
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
|
||||||
Accounts payable and accrued expenses
|
|
25,108
|
|
|
37,344
|
|
|
41,144
|
|
|||
Accounts and notes receivable
|
|
(17,887
|
)
|
|
(20,179
|
)
|
|
(9,489
|
)
|
|||
Inventories
|
|
(186,634
|
)
|
|
27,339
|
|
|
(241,871
|
)
|
|||
Contracts-in-transit and vehicle receivables
|
|
(17,944
|
)
|
|
(10,530
|
)
|
|
(18,974
|
)
|
|||
Prepaid expenses and other assets
|
|
(3,153
|
)
|
|
(5,385
|
)
|
|
1,941
|
|
|||
Floorplan notes payable — manufacturer affiliates
|
|
87,516
|
|
|
(78,822
|
)
|
|
83,203
|
|
|||
Deferred revenues
|
|
(619
|
)
|
|
(491
|
)
|
|
230
|
|
|||
Net cash provided by operating activities
|
|
141,047
|
|
|
198,288
|
|
|
52,372
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Cash paid in acquisitions, net of cash received
|
|
(212,252
|
)
|
|
(336,551
|
)
|
|
(269,860
|
)
|
|||
Proceeds from disposition of franchises, property and equipment
|
|
41,581
|
|
|
144,597
|
|
|
102,186
|
|
|||
Purchases of property and equipment, including real estate
|
|
(120,252
|
)
|
|
(150,392
|
)
|
|
(102,858
|
)
|
|||
Other
|
|
6,421
|
|
|
(4,705
|
)
|
|
1,878
|
|
|||
Net cash used in investing activities
|
|
(284,502
|
)
|
|
(347,051
|
)
|
|
(268,654
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Borrowings on credit facility — floorplan line and other
|
|
7,557,237
|
|
|
7,832,014
|
|
|
6,379,328
|
|
|||
Repayments on credit facility — floorplan line and other
|
|
(7,504,516
|
)
|
|
(7,802,719
|
)
|
|
(6,153,677
|
)
|
|||
Borrowings on credit facility — acquisition line
|
|
489,548
|
|
|
389,368
|
|
|
60,000
|
|
|||
Repayments on credit facility — acquisition line
|
|
(557,696
|
)
|
|
(379,681
|
)
|
|
—
|
|
|||
Borrowings on real estate credit facility
|
|
—
|
|
|
200
|
|
|
19,640
|
|
|||
Principal payments on real estate credit facility
|
|
(3,340
|
)
|
|
(9,917
|
)
|
|
(8,597
|
)
|
|||
Net borrowings on 5.00% Senior Unsecured Notes
|
|
—
|
|
|
539,600
|
|
|
—
|
|
|||
Net borrowings on 5.25% Senior Unsecured Notes
|
|
296,250
|
|
|
—
|
|
|
—
|
|
|||
Debt issue costs
|
|
(788
|
)
|
|
(1,881
|
)
|
|
—
|
|
|||
Repurchase of 3.00% Convertible Notes
|
|
—
|
|
|
(260,074
|
)
|
|
—
|
|
|||
Proceeds from Call/Warrant Unwind related to 3.00% Convertible Notes
|
|
—
|
|
|
32,697
|
|
|
—
|
|
|||
Conversion and redemption of 2.25% Convertible Notes
|
|
—
|
|
|
(182,756
|
)
|
|
—
|
|
|||
Borrowings on other debt
|
|
59,855
|
|
|
91,137
|
|
|
10,289
|
|
|||
Principal payments on other debt
|
|
(63,769
|
)
|
|
(85,905
|
)
|
|
(71,170
|
)
|
|||
Borrowings on debt related to real estate
|
|
32,026
|
|
|
111,979
|
|
|
55,345
|
|
|||
Principal payments on debt related to real estate loans
|
|
(68,739
|
)
|
|
(50,033
|
)
|
|
(36,978
|
)
|
|||
Issuance of common stock to benefit plans, net
|
|
214
|
|
|
(321
|
)
|
|
(1,822
|
)
|
|||
Repurchases of common stock, amounts based on settlement date
|
|
(97,473
|
)
|
|
(36,802
|
)
|
|
(3,553
|
)
|
|||
Tax effect from stock-based compensation
|
|
2,142
|
|
|
1,841
|
|
|
2,993
|
|
|||
Dividends paid
|
|
(19,942
|
)
|
|
(17,097
|
)
|
|
(15,805
|
)
|
|||
Net cash provided by financing activities
|
|
121,009
|
|
|
171,650
|
|
|
235,993
|
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
|
(5,492
|
)
|
|
(2,127
|
)
|
|
(4,146
|
)
|
|||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
|
(27,938
|
)
|
|
20,760
|
|
|
15,565
|
|
|||
CASH AND CASH EQUIVALENTS, beginning of period
|
|
40,975
|
|
|
20,215
|
|
|
4,650
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
13,037
|
|
|
$
|
40,975
|
|
|
$
|
20,215
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment, including real estate, accrued in accounts payable and accrued expenses
|
|
$
|
32,720
|
|
|
$
|
21,166
|
|
|
$
|
11,155
|
|
|
December 31, 2015
|
December 31, 2014
|
||||
Current assets
|
$
|
12,849
|
|
$
|
19,049
|
|
Non-current assets
|
11,022
|
|
31,783
|
|
||
Total assets
|
$
|
23,871
|
|
$
|
50,832
|
|
Current liabilities
|
$
|
8,257
|
|
$
|
16,374
|
|
Non-current liabilities
|
17,064
|
|
15,955
|
|
||
Total liabilities
|
$
|
25,321
|
|
$
|
32,329
|
|
|
As of Acquisition Date
|
||
|
(In thousands)
|
||
Inventory
|
$
|
132,180
|
|
Other current assets
|
6,601
|
|
|
Property and equipment
|
78,562
|
|
|
Goodwill & intangible franchise rights
|
185,307
|
|
|
Deferred tax asset
|
7,063
|
|
|
Total assets
|
$
|
409,713
|
|
Current liabilities
|
$
|
59,912
|
|
Long-term debt
|
13,250
|
|
|
Total liabilities
|
$
|
73,162
|
|
|
As of Acquisition Date
|
||
|
(In thousands)
|
||
Current assets
|
$
|
26,884
|
|
Inventory
|
164,655
|
|
|
Property and equipment
|
72,328
|
|
|
Goodwill & intangible franchise rights
|
305,876
|
|
|
Other assets
|
864
|
|
|
Total assets
|
$
|
570,607
|
|
Current liabilities
|
$
|
123,025
|
|
Deferred income taxes
|
28,738
|
|
|
Long-term debt
|
68,639
|
|
|
Total liabilities
|
$
|
220,402
|
|
|
|
Amount of Unrealized Gain (Loss),
Net of Tax, Recognized in OCI
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
Derivatives in Cash Flow Hedging Relationship
|
|
|
|
|
|
|
||||||
Interest rate swap contracts
|
|
$
|
(9,856
|
)
|
|
$
|
(11,153
|
)
|
|
$
|
6,112
|
|
|
|
|
|
|
|
|
||||||
|
|
Amount of Loss Reclassified from OCI
into Statement of Operations
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
Location of Loss Reclassified from OCI into Statements of Operations
|
|
|
|
|
|
|
||||||
Floorplan interest expense
|
|
$
|
(11,486
|
)
|
|
$
|
(9,837
|
)
|
|
$
|
(9,938
|
)
|
Other interest expense
|
|
(1,814
|
)
|
|
(1,513
|
)
|
|
(1,213
|
)
|
|
|
Awards
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Nonvested at December 31, 2014
|
|
911,350
|
|
|
$
|
58.86
|
|
Granted
|
|
298,873
|
|
|
83.92
|
|
|
Vested
|
|
(273,113
|
)
|
|
51.06
|
|
|
Forfeited
|
|
(43,750
|
)
|
|
67.62
|
|
|
Nonvested at December 31, 2015
|
|
893,360
|
|
|
$
|
69.16
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands, except per share
amounts)
|
||||||||||
Weighted average basic common shares outstanding
|
|
23,148
|
|
|
23,380
|
|
|
23,096
|
|
|||
Dilutive effect of contingently convertible notes and warrants
|
|
—
|
|
|
1,499
|
|
|
2,213
|
|
|||
Dilutive effect of employee stock purchases, net of assumed repurchase of treasury stock
|
|
4
|
|
|
6
|
|
|
5
|
|
|||
Weighted average dilutive common shares outstanding
|
|
23,152
|
|
|
24,885
|
|
|
25,314
|
|
|||
Basic:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
93,999
|
|
|
$
|
93,004
|
|
|
$
|
113,992
|
|
Less: Earnings allocated to participating securities
|
|
3,595
|
|
|
3,643
|
|
|
4,963
|
|
|||
Earnings available to basic common shares
|
|
$
|
90,404
|
|
|
$
|
89,361
|
|
|
$
|
109,029
|
|
Basic earnings per common share
|
|
$
|
3.91
|
|
|
$
|
3.82
|
|
|
$
|
4.72
|
|
Diluted:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
93,999
|
|
|
$
|
93,004
|
|
|
$
|
113,992
|
|
Less: Earnings allocated to participating securities
|
|
3,595
|
|
|
3,468
|
|
|
4,599
|
|
|||
Earnings available to diluted common shares
|
|
$
|
90,404
|
|
|
$
|
89,536
|
|
|
$
|
109,393
|
|
Diluted earnings per common share
|
|
$
|
3.90
|
|
|
$
|
3.60
|
|
|
$
|
4.32
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
Domestic
|
|
$
|
231,798
|
|
|
$
|
174,964
|
|
|
$
|
176,156
|
|
Foreign
|
|
(49,627
|
)
|
|
(10,564
|
)
|
|
15,739
|
|
|||
Total income before income taxes
|
|
$
|
182,171
|
|
|
$
|
164,400
|
|
|
$
|
191,895
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
Federal:
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
66,973
|
|
|
$
|
49,590
|
|
|
$
|
44,785
|
|
Deferred
|
|
15,528
|
|
|
22,549
|
|
|
19,773
|
|
|||
State:
|
|
|
|
|
|
|
||||||
Current
|
|
5,165
|
|
|
4,849
|
|
|
4,231
|
|
|||
Deferred
|
|
1,768
|
|
|
727
|
|
|
2,026
|
|
|||
Foreign:
|
|
|
|
|
|
|
||||||
Current
|
|
4,150
|
|
|
4,638
|
|
|
6,475
|
|
|||
Deferred
|
|
(5,412
|
)
|
|
(10,957
|
)
|
|
613
|
|
|||
Provision for income taxes
|
|
$
|
88,172
|
|
|
$
|
71,396
|
|
|
$
|
77,903
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
Provision at the U.S. federal statutory rate
|
|
$
|
63,760
|
|
|
$
|
57,540
|
|
|
$
|
67,163
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
||||||
State income tax, net of benefit for federal deduction
|
|
4,448
|
|
|
5,267
|
|
|
4,228
|
|
|||
Foreign income tax rate differential
|
|
(2,002
|
)
|
|
(3,188
|
)
|
|
(538
|
)
|
|||
Employment credits
|
|
(407
|
)
|
|
(481
|
)
|
|
(421
|
)
|
|||
Changes in valuation allowances
|
|
14,667
|
|
|
9,507
|
|
|
2,713
|
|
|||
Non-deductible goodwill
|
|
4,651
|
|
|
—
|
|
|
1,355
|
|
|||
Deductible goodwill
|
|
—
|
|
|
(10,209
|
)
|
|
—
|
|
|||
Non-deductible transaction costs
|
|
—
|
|
|
—
|
|
|
1,064
|
|
|||
Stock-based compensation
|
|
386
|
|
|
245
|
|
|
282
|
|
|||
Convertible debt redemption
|
|
—
|
|
|
9,727
|
|
|
—
|
|
|||
Other
|
|
2,669
|
|
|
2,988
|
|
|
2,057
|
|
|||
Provision for income taxes
|
|
$
|
88,172
|
|
|
$
|
71,396
|
|
|
$
|
77,903
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
||||
Loss reserves and accruals
|
|
$
|
53,747
|
|
|
$
|
50,158
|
|
Interest rate swaps
|
|
11,671
|
|
|
10,745
|
|
||
Goodwill and intangible franchise rights
|
|
7,621
|
|
|
—
|
|
||
U.S. state net operating loss (“NOL”) carryforwards
|
|
17,413
|
|
|
16,592
|
|
||
Foreign NOL carryforwards
|
|
20,408
|
|
|
21,770
|
|
||
Deferred tax assets
|
|
110,860
|
|
|
99,265
|
|
||
Valuation allowance on deferred tax assets
|
|
(46,547
|
)
|
|
(40,486
|
)
|
||
Net deferred tax assets
|
|
$
|
64,313
|
|
|
$
|
58,779
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Goodwill and intangible franchise rights
|
|
$
|
(143,509
|
)
|
|
$
|
(138,992
|
)
|
Depreciation expense
|
|
(53,619
|
)
|
|
(43,070
|
)
|
||
Deferred gain on bond redemption
|
|
(1,535
|
)
|
|
(2,046
|
)
|
||
Other
|
|
(1,060
|
)
|
|
(1,936
|
)
|
||
Deferred tax liabilities
|
|
(199,723
|
)
|
|
(186,044
|
)
|
||
Net deferred tax liability
|
|
$
|
(135,410
|
)
|
|
$
|
(127,265
|
)
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
Amounts due from manufacturers
|
|
$
|
93,206
|
|
|
$
|
86,062
|
|
Parts and service receivables
|
|
32,479
|
|
|
35,034
|
|
||
Finance and insurance receivables
|
|
22,374
|
|
|
20,898
|
|
||
Other
|
|
12,913
|
|
|
12,977
|
|
||
Total accounts and notes receivable
|
|
160,972
|
|
|
154,971
|
|
||
Less allowance for doubtful accounts
|
|
3,204
|
|
|
3,641
|
|
||
Accounts and notes receivable, net
|
|
$
|
157,768
|
|
|
$
|
151,330
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
New vehicles
|
|
$
|
1,262,797
|
|
|
$
|
1,137,478
|
|
Used vehicles
|
|
275,508
|
|
|
254,939
|
|
||
Rental vehicles
|
|
134,509
|
|
|
103,184
|
|
||
Parts, accessories and other
|
|
72,917
|
|
|
67,466
|
|
||
Total inventories
|
|
1,745,731
|
|
|
1,563,067
|
|
||
Less lower of cost or market reserves
|
|
7,980
|
|
|
6,362
|
|
||
Inventories, net
|
|
$
|
1,737,751
|
|
|
$
|
1,556,705
|
|
|
|
Estimated
Useful Lives
in Years
|
|
December 31,
|
|||||||
|
|
2015
|
|
2014
|
|||||||
|
|
|
|
(In thousands)
|
|||||||
Land
|
|
—
|
|
|
$
|
364,475
|
|
|
$
|
328,474
|
|
Buildings
|
|
30 to 40
|
|
|
505,414
|
|
|
482,496
|
|
||
Leasehold improvements
|
|
varies
|
|
|
155,585
|
|
|
134,658
|
|
||
Machinery and equipment
|
|
7 to 20
|
|
|
90,993
|
|
|
87,728
|
|
||
Furniture and fixtures
|
|
3 to 10
|
|
|
82,688
|
|
|
77,581
|
|
||
Company vehicles
|
|
3 to 5
|
|
|
11,603
|
|
|
10,706
|
|
||
Construction in progress
|
|
—
|
|
|
58,361
|
|
|
32,115
|
|
||
Total
|
|
|
|
1,269,119
|
|
|
1,153,758
|
|
|||
Less accumulated depreciation and amortization
|
|
|
|
235,138
|
|
|
203,370
|
|
|||
Property and equipment, net
|
|
|
|
$
|
1,033,981
|
|
|
$
|
950,388
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
Floorplan notes payable — credit facility and other
|
|
|
|
|
||||
New vehicles
|
|
$
|
1,094,130
|
|
|
$
|
970,075
|
|
Used vehicles
|
|
142,703
|
|
|
125,085
|
|
||
Rental vehicles
|
|
24,773
|
|
|
42,582
|
|
||
Floorplan offset
|
|
(110,759
|
)
|
|
(39,616
|
)
|
||
Total floorplan notes payable - credit facility
|
|
1,150,847
|
|
|
1,098,126
|
|
||
Other floorplan notes payable
|
|
4,113
|
|
|
5,504
|
|
||
Total floorplan notes payable - credit facility and other
|
|
$
|
1,154,960
|
|
|
$
|
1,103,630
|
|
Floorplan notes payable — manufacturer affiliates
|
|
|
|
|
||||
FMCC Facility
|
|
$
|
196,807
|
|
|
$
|
150,183
|
|
Floorplan offset
|
|
(25,500
|
)
|
|
(22,500
|
)
|
||
Total FMCC Facility
|
|
171,307
|
|
|
127,683
|
|
||
Foreign and rental vehicles
|
|
192,264
|
|
|
157,473
|
|
||
Total
|
|
$
|
363,571
|
|
|
$
|
285,156
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
5.00% Senior Notes (principal of $550,000 at December 31, 2015 and 2014, respectively)
|
|
$
|
541,252
|
|
|
$
|
540,100
|
|
5.25% Senior Notes (principal of $300,000 at December 31, 2015)
|
|
296,274
|
|
|
—
|
|
||
Real Estate Credit Facility
|
|
54,663
|
|
|
58,003
|
|
||
Acquisition Line
|
|
—
|
|
|
69,713
|
|
||
Other real estate related and long-term debt
|
|
311,568
|
|
|
358,271
|
|
||
Capital lease obligations related to real estate, maturing in varying amounts through June 2034 with a weighted average interest rate of 9.8%
|
|
51,902
|
|
|
55,380
|
|
||
|
|
1,255,659
|
|
|
1,081,467
|
|
||
Less current maturities of long-term debt
|
|
52,223
|
|
|
72,630
|
|
||
|
|
$
|
1,203,436
|
|
|
$
|
1,008,837
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Year-to-date contractual interest expense
|
|
$
|
—
|
|
|
$
|
1,875
|
|
|
$
|
4,112
|
|
Year-to-date discount amortization
(1)
|
|
$
|
—
|
|
|
$
|
5,366
|
|
|
$
|
7,530
|
|
Effective interest rate of liability component
|
|
—
|
%
|
|
7.7
|
%
|
|
7.7
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Year-to-date contractual interest expense
|
|
$
|
—
|
|
|
$
|
1,839
|
|
|
$
|
3,450
|
|
Year-to-date discount amortization
(1)
|
|
$
|
—
|
|
|
$
|
1,810
|
|
|
$
|
3,251
|
|
Effective interest rate of liability component
|
|
—
|
%
|
|
8.6
|
%
|
|
8.6
|
%
|
|
Total
|
||
|
(In thousands)
|
||
Year Ended December 31,
|
|
||
2016
|
$
|
52,223
|
|
2017
|
63,402
|
|
|
2018
|
44,991
|
|
|
2019
|
75,669
|
|
|
2020
|
37,175
|
|
|
Thereafter
|
982,199
|
|
|
Total
|
$
|
1,255,659
|
|
•
|
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, 2015
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
|
|
(In thousands)
|
||||||||||
Assets:
|
|
|
|
|
|
|
||||||
Investments
|
|
$
|
—
|
|
|
$
|
4,235
|
|
|
$
|
4,235
|
|
Demand obligations
|
|
—
|
|
|
131
|
|
|
131
|
|
|||
Interest rate derivative financial instruments
|
|
—
|
|
|
31
|
|
|
31
|
|
|||
Total
|
|
$
|
—
|
|
|
$
|
4,397
|
|
|
$
|
4,397
|
|
Liabilities:
|
|
|
|
|
|
|
||||||
Interest rate derivative financial instruments
|
|
$
|
—
|
|
|
$
|
31,153
|
|
|
$
|
31,153
|
|
Total
|
|
$
|
—
|
|
|
$
|
31,153
|
|
|
$
|
31,153
|
|
|
|
As of December 31, 2014
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
|
|
(In thousands)
|
||||||||||
Assets:
|
|
|
|
|
|
|
||||||
Investments
|
|
$
|
—
|
|
|
$
|
12,283
|
|
|
$
|
12,283
|
|
Demand obligations
|
|
$
|
—
|
|
|
$
|
20,304
|
|
|
$
|
20,304
|
|
Total
|
|
$
|
—
|
|
|
$
|
32,587
|
|
|
$
|
32,587
|
|
Liabilities:
|
|
|
|
|
|
|
||||||
Interest rate derivative financial instruments
|
|
$
|
—
|
|
|
$
|
28,653
|
|
|
$
|
28,653
|
|
Total
|
|
$
|
—
|
|
|
$
|
28,653
|
|
|
$
|
28,653
|
|
•
|
The Company determined that the carrying value of certain of its intangible franchise rights was greater than the fair value and, as a result, recognized a
$30.1 million
pre-tax non-cash asset impairment charge.
|
•
|
In addition, the Company determined that the carrying amount of various real estate holdings was no longer recoverable, and recognized
$1.3 million
in 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
$0.8 million
in pre-tax non-cash asset impairment charges.
|
•
|
Primarily related to the Company’s determination that the carrying value of certain of its intangible franchise rights was greater than the fair value, the Company recognized a
$31.0 million
pre-tax non-cash asset impairment charge.
|
•
|
In addition, the Company determined that the carrying amount of various real estate holdings was no longer recoverable, and recognized
$9.2 million
in 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
$1.3 million
in pre-tax non-cash asset impairment charges.
|
•
|
In the fourth quarter of
2013
, the Company determined that the carrying value of certain of its intangible franchise rights was greater than the fair value and as such a non-cash asset impairment was recognized for
$5.4 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
$1.1 million
in pre-tax non-cash asset impairment charges.
|
|
|
Intangible Franchise Rights
|
||||||||||||||
|
|
U.S.
|
|
U.K.
|
|
Brazil
|
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||||||
BALANCE, December 31, 2013
|
|
$
|
216,412
|
|
|
$
|
8,659
|
|
|
$
|
76,434
|
|
|
$
|
301,505
|
|
Additions through acquisitions
|
|
60,122
|
|
|
—
|
|
|
2,490
|
|
|
62,612
|
|
||||
Purchase price allocation adjustments
|
|
(2,114
|
)
|
|
—
|
|
|
(9,061
|
)
|
|
(11,175
|
)
|
||||
Disposals
|
|
(12,075
|
)
|
|
—
|
|
|
—
|
|
|
(12,075
|
)
|
||||
Impairments
|
|
(4,843
|
)
|
|
—
|
|
|
(24,085
|
)
|
|
(28,928
|
)
|
||||
Currency translation
|
|
—
|
|
|
(502
|
)
|
|
(7,490
|
)
|
|
(7,992
|
)
|
||||
BALANCE, December 31, 2014
|
|
257,502
|
|
|
8,157
|
|
|
38,288
|
|
|
303,947
|
|
||||
Additions through acquisitions
|
|
49,432
|
|
|
—
|
|
|
—
|
|
|
49,432
|
|
||||
Disposals
|
|
(3,188
|
)
|
|
—
|
|
|
—
|
|
|
(3,188
|
)
|
||||
Impairments
|
|
(18,087
|
)
|
|
—
|
|
|
(12,024
|
)
|
|
(30,111
|
)
|
||||
Currency translation
|
|
—
|
|
|
(384
|
)
|
|
(12,108
|
)
|
|
(12,492
|
)
|
||||
BALANCE, December 31, 2015
|
|
$
|
285,659
|
|
|
$
|
7,773
|
|
|
$
|
14,156
|
|
|
$
|
307,588
|
|
|
|
Goodwill
|
|
||||||||||||||
|
|
U.S.
|
|
U.K.
|
|
Brazil
|
|
Total
|
|
||||||||
|
|
(In thousands)
|
|
||||||||||||||
BALANCE, December 31, 2013
|
|
$
|
612,468
|
|
|
$
|
19,602
|
|
|
$
|
105,233
|
|
|
$
|
737,303
|
|
(1)
|
Additions through acquisitions
|
|
103,924
|
|
|
16,802
|
|
|
—
|
|
|
120,726
|
|
|
||||
Purchase price allocation adjustments
|
|
1,459
|
|
|
—
|
|
|
4,536
|
|
|
5,995
|
|
|
||||
Disposals
|
|
(16,828
|
)
|
|
—
|
|
|
—
|
|
|
(16,828
|
)
|
|
||||
Impairments
|
|
(312
|
)
|
|
—
|
|
|
(1,813
|
)
|
|
(2,125
|
)
|
|
||||
Currency translation
|
|
—
|
|
|
(1,266
|
)
|
|
(13,359
|
)
|
|
(14,625
|
)
|
|
||||
Tax adjustments
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
||||
BALANCE, December 31, 2014
|
|
700,642
|
|
|
35,138
|
|
|
94,597
|
|
|
830,377
|
|
(1)
|
||||
Additions through acquisitions
|
|
115,317
|
|
|
—
|
|
|
—
|
|
|
115,317
|
|
|
||||
Purchase price allocation adjustments
|
|
(73
|
)
|
|
1,930
|
|
|
—
|
|
|
1,857
|
|
|
||||
Disposals
|
|
(6,088
|
)
|
|
—
|
|
|
—
|
|
|
(6,088
|
)
|
|
||||
Impairments
|
|
—
|
|
|
—
|
|
|
(55,386
|
)
|
|
(55,386
|
)
|
|
||||
Currency translation
|
|
—
|
|
|
(1,748
|
)
|
|
(29,391
|
)
|
|
(31,139
|
)
|
|
||||
Tax adjustments
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
||||
BALANCE, December 31, 2015
|
|
$
|
809,775
|
|
|
$
|
35,320
|
|
|
$
|
9,820
|
|
|
$
|
854,915
|
|
(2)
|
|
|
||
|
Total
|
||
|
(In thousands)
|
||
Year Ended December 31,
|
|
||
2016
|
$
|
52,646
|
|
2017
|
49,044
|
|
|
2018
|
41,184
|
|
|
2019
|
34,726
|
|
|
2020
|
27,734
|
|
|
Thereafter
|
112,824
|
|
|
Total
(1)
|
$
|
318,158
|
|
|
|
Accumulated
Loss on
Foreign Currency
Translation
|
|
Accumulated
Gain (Loss)
on Interest
Rate Swaps
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||
|
|
(In thousands)
|
||||||||||
BALANCE, December 31, 2012
|
|
$
|
(6,126
|
)
|
|
$
|
(26,931
|
)
|
|
$
|
(33,057
|
)
|
Other comprehensive income (loss), net of tax
|
|
(31,701
|
)
|
|
13,081
|
|
|
(18,620
|
)
|
|||
BALANCE, December 31, 2013
|
|
(37,827
|
)
|
|
(13,850
|
)
|
|
(51,677
|
)
|
|||
Other comprehensive loss, net of tax
|
|
(26,248
|
)
|
|
(4,059
|
)
|
|
(30,307
|
)
|
|||
BALANCE, December 31, 2014
|
|
(64,075
|
)
|
|
(17,909
|
)
|
|
(81,984
|
)
|
|||
Other comprehensive loss, net of tax
|
|
(54,457
|
)
|
|
(1,543
|
)
|
|
(56,000
|
)
|
|||
BALANCE, December 31, 2015
|
|
$
|
(118,532
|
)
|
|
$
|
(19,452
|
)
|
|
$
|
(137,984
|
)
|
|
Year Ended December 31, 2015
|
|
||||||||||||||
|
U.S.
|
|
U.K.
|
|
Brazil
|
|
Total
|
|
||||||||
|
(In thousands)
|
|
||||||||||||||
New vehicle retail sales
|
$
|
4,989,290
|
|
|
$
|
641,888
|
|
|
$
|
370,128
|
|
|
$
|
6,001,306
|
|
|
Used vehicle retail sales
|
2,204,728
|
|
|
351,311
|
|
|
82,930
|
|
|
2,638,969
|
|
|
||||
Used vehicle wholesale sales
|
289,580
|
|
|
100,706
|
|
|
6,965
|
|
|
397,251
|
|
|
||||
Parts and service
|
1,032,960
|
|
|
102,183
|
|
|
51,050
|
|
|
1,186,193
|
|
|
||||
Finance and insurance
|
377,432
|
|
|
24,117
|
|
|
7,237
|
|
|
408,786
|
|
|
||||
Total revenues
|
8,893,990
|
|
|
1,220,205
|
|
|
518,310
|
|
|
10,632,505
|
|
|
||||
Gross profit
|
1,338,947
|
|
|
137,646
|
|
|
57,379
|
|
|
1,533,972
|
|
|
||||
Selling, general and administrative expense
|
958,608
|
|
(1)
|
108,719
|
|
|
53,506
|
|
|
1,120,833
|
|
|
||||
Depreciation and amortization expense
|
41,220
|
|
|
4,307
|
|
|
1,712
|
|
|
47,239
|
|
|
||||
Asset impairment
|
18,983
|
|
|
330
|
|
|
68,249
|
|
|
87,562
|
|
|
||||
Floorplan interest expense
|
(36,062
|
)
|
|
(2,276
|
)
|
|
(926
|
)
|
|
(39,264
|
)
|
|
||||
Other interest expense, net
|
(52,277
|
)
|
|
(3,135
|
)
|
|
(1,491
|
)
|
|
(56,903
|
)
|
|
||||
Income (loss) before income taxes
|
231,797
|
|
|
18,879
|
|
|
(68,505
|
)
|
|
182,171
|
|
|
||||
(Provision) benefit for income taxes
|
(89,433
|
)
|
|
(3,655
|
)
|
|
4,916
|
|
|
(88,172
|
)
|
|
||||
Net income (loss)
|
142,364
|
|
(2)
|
15,224
|
|
|
(63,589
|
)
|
(3)
|
93,999
|
|
|
||||
Capital expenditures
|
$
|
97,504
|
|
|
$
|
9,395
|
|
|
$
|
333
|
|
|
$
|
107,232
|
|
|
|
Year Ended December 31, 2014
|
|
||||||||||||||
|
U.S.
|
|
U.K.
|
|
Brazil
|
|
Total
|
|
||||||||
|
(In thousands)
|
|
||||||||||||||
New vehicle retail sales
|
$
|
4,669,512
|
|
|
$
|
519,137
|
|
|
$
|
552,970
|
|
|
$
|
5,741,619
|
|
|
Used vehicle retail sales
|
1,923,740
|
|
|
283,147
|
|
|
117,981
|
|
|
2,324,868
|
|
|
||||
Used vehicle wholesale sales
|
279,074
|
|
|
82,235
|
|
|
17,834
|
|
|
379,143
|
|
|
||||
Parts and service
|
966,672
|
|
|
83,747
|
|
|
75,275
|
|
|
1,125,694
|
|
|
||||
Finance and insurance
|
336,243
|
|
|
18,986
|
|
|
11,336
|
|
|
366,565
|
|
|
||||
Total revenues
|
8,175,241
|
|
|
987,252
|
|
|
775,396
|
|
|
9,937,889
|
|
|
||||
Gross profit
|
1,245,907
|
|
|
115,393
|
|
|
86,638
|
|
|
1,447,938
|
|
|
||||
Selling, general and administrative expense
|
891,693
|
|
(1)
|
90,427
|
|
|
79,844
|
|
|
1,061,964
|
|
|
||||
Depreciation and amortization expense
|
36,701
|
|
|
3,403
|
|
|
2,240
|
|
|
42,344
|
|
|
||||
Asset impairment
|
15,570
|
|
|
—
|
|
|
25,950
|
|
|
41,520
|
|
|
||||
Floorplan interest expense
|
(34,060
|
)
|
|
(1,662
|
)
|
|
(5,892
|
)
|
|
(41,614
|
)
|
|
||||
Other interest expense, net
|
(46,516
|
)
|
|
(2,065
|
)
|
|
(1,112
|
)
|
|
(49,693
|
)
|
|
||||
Loss on extinguishment of long-term debt
|
(46,403
|
)
|
|
—
|
|
|
—
|
|
|
(46,403
|
)
|
|
||||
Income (loss) before income taxes
|
174,964
|
|
|
17,836
|
|
|
(28,400
|
)
|
|
164,400
|
|
|
||||
(Provision) benefit for income taxes
|
(77,715
|
)
|
|
(3,561
|
)
|
|
9,880
|
|
(2)
|
(71,396
|
)
|
|
||||
Net income (loss)
|
97,249
|
|
|
14,275
|
|
|
(18,520
|
)
|
|
93,004
|
|
|
||||
Capital expenditures
|
$
|
88,774
|
|
|
$
|
3,679
|
|
|
$
|
5,256
|
|
|
$
|
97,709
|
|
|
|
Year Ended December 31, 2013
|
|
||||||||||||||
|
U.S.
|
|
U.K.
|
|
Brazil
(1)
|
|
Total
|
|
||||||||
|
(In thousands)
|
|
||||||||||||||
New vehicle retail sales
|
$
|
4,220,913
|
|
|
$
|
441,537
|
|
|
$
|
562,471
|
|
|
$
|
5,224,921
|
|
|
Used vehicle retail sales
|
1,728,072
|
|
|
221,590
|
|
|
89,766
|
|
|
2,039,428
|
|
|
||||
Used vehicle wholesale sales
|
236,995
|
|
|
66,077
|
|
|
29,113
|
|
|
332,185
|
|
|
||||
Parts and service
|
878,951
|
|
|
67,557
|
|
|
64,177
|
|
|
1,010,685
|
|
|
||||
Finance and insurance
|
288,409
|
|
|
14,028
|
|
|
8,925
|
|
|
311,362
|
|
|
||||
Total revenues
|
7,353,340
|
|
|
810,789
|
|
|
754,452
|
|
|
8,918,581
|
|
|
||||
Gross profit
|
1,116,415
|
|
|
93,221
|
|
|
82,910
|
|
|
1,292,546
|
|
|
||||
Selling, general and administrative expense
|
830,275
|
|
(2)
|
74,777
|
|
|
71,804
|
|
(3)
|
976,856
|
|
|
||||
Depreciation and amortization expense
|
31,671
|
|
|
2,573
|
|
|
1,582
|
|
|
35,826
|
|
|
||||
Asset impairment
|
6,542
|
|
|
—
|
|
|
—
|
|
|
6,542
|
|
|
||||
Floorplan interest expense
|
(33,789
|
)
|
|
(1,589
|
)
|
|
(6,289
|
)
|
|
(41,667
|
)
|
|
||||
Other interest (expense) income, net
|
(37,982
|
)
|
|
(1,158
|
)
|
|
169
|
|
|
(38,971
|
)
|
|
||||
Other expense, net
|
—
|
|
|
—
|
|
|
(789
|
)
|
|
(789
|
)
|
|
||||
Income before income taxes
|
176,156
|
|
|
13,124
|
|
|
2,615
|
|
|
191,895
|
|
|
||||
Provision for income taxes
|
70,815
|
|
|
3,064
|
|
|
4,024
|
|
|
77,903
|
|
|
||||
Net income (loss)
|
105,340
|
|
(4)
|
10,061
|
|
|
(1,409
|
)
|
(5)
|
113,992
|
|
|
||||
Capital expenditures
|
$
|
64,442
|
|
|
$
|
1,489
|
|
|
$
|
3,285
|
|
|
$
|
69,216
|
|
|
|
|
As of December 31, 2015
|
||||||||||||||
|
|
U.S.
|
|
U.K.
|
|
Brazil
|
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Goodwill and intangible franchise rights
|
|
$
|
1,095,434
|
|
|
$
|
43,093
|
|
|
$
|
23,976
|
|
|
$
|
1,162,503
|
|
Total assets
|
|
$
|
3,940,926
|
|
|
$
|
358,476
|
|
|
$
|
115,527
|
|
|
$
|
4,414,929
|
|
|
|
As of December 31, 2014
|
||||||||||||||
|
|
U.S.
|
|
U.K.
|
|
Brazil
|
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Goodwill and intangible franchise rights
|
|
$
|
958,144
|
|
|
$
|
43,295
|
|
|
$
|
132,885
|
|
|
$
|
1,134,324
|
|
Total assets
|
|
$
|
3,529,643
|
|
|
$
|
327,644
|
|
|
$
|
284,205
|
|
|
$
|
4,141,492
|
|
|
|
Quarter
|
|
|
||||||||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Full Year
|
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
2,432,854
|
|
|
$
|
2,726,480
|
|
|
$
|
2,800,569
|
|
|
$
|
2,672,602
|
|
|
$
|
10,632,505
|
|
Gross profit
|
|
363,884
|
|
|
391,573
|
|
|
398,382
|
|
|
380,133
|
|
|
1,533,972
|
|
|||||
Net income
|
|
35,815
|
|
|
46,310
|
|
|
45,261
|
|
|
(33,387
|
)
|
|
93,999
|
|
|||||
Basic earnings per share
(1)
|
|
1.47
|
|
|
1.91
|
|
|
1.88
|
|
|
(1.41
|
)
|
|
3.91
|
|
|||||
Diluted earnings per share
(1)
|
|
1.47
|
|
|
1.91
|
|
|
1.88
|
|
|
(1.41
|
)
|
|
3.90
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
2,260,863
|
|
|
$
|
2,511,638
|
|
|
$
|
2,626,448
|
|
|
$
|
2,538,940
|
|
|
$
|
9,937,889
|
|
Gross profit
|
|
338,122
|
|
|
369,148
|
|
|
374,709
|
|
|
365,959
|
|
|
1,447,938
|
|
|||||
Net income
|
|
31,303
|
|
|
16,862
|
|
|
26,162
|
|
|
18,677
|
|
|
93,004
|
|
|||||
Basic earnings per share
(1)
|
|
1.29
|
|
|
0.70
|
|
|
1.07
|
|
|
0.77
|
|
|
3.82
|
|
|||||
Diluted earnings per share
(1)
|
|
1.19
|
|
|
0.62
|
|
|
1.03
|
|
|
0.77
|
|
|
3.60
|
|
|
Group 1 Automotive, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elimination
|
|
Total Company
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
REVENUES:
|
$
|
—
|
|
|
$
|
8,893,990
|
|
|
$
|
1,738,515
|
|
|
$
|
—
|
|
|
$
|
10,632,505
|
|
COST OF SALES:
|
—
|
|
|
7,555,043
|
|
|
1,543,490
|
|
|
—
|
|
|
9,098,533
|
|
|||||
GROSS PROFIT
|
—
|
|
|
1,338,947
|
|
|
195,025
|
|
|
—
|
|
|
1,533,972
|
|
|||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
3,024
|
|
|
950,268
|
|
|
167,541
|
|
|
—
|
|
|
1,120,833
|
|
|||||
DEPRECIATION AND AMORTIZATION EXPENSE
|
—
|
|
|
41,220
|
|
|
6,019
|
|
|
—
|
|
|
47,239
|
|
|||||
ASSET IMPAIRMENTS
|
—
|
|
|
18,899
|
|
|
68,663
|
|
|
—
|
|
|
87,562
|
|
|||||
(LOSS) INCOME FROM OPERATIONS
|
(3,024
|
)
|
|
328,560
|
|
|
(47,198
|
)
|
|
—
|
|
|
278,338
|
|
|||||
OTHER EXPENSE:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Floorplan interest expense
|
—
|
|
|
(36,063
|
)
|
|
(3,201
|
)
|
|
—
|
|
|
(39,264
|
)
|
|||||
Other interest expense, net
|
2,320
|
|
|
(52,276
|
)
|
|
(6,947
|
)
|
|
—
|
|
|
(56,903
|
)
|
|||||
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES
|
(704
|
)
|
|
240,221
|
|
|
(57,346
|
)
|
|
—
|
|
|
182,171
|
|
|||||
BENEFIT (PROVISION) FOR INCOME TAXES
|
264
|
|
|
(89,698
|
)
|
|
1,262
|
|
|
—
|
|
|
(88,172
|
)
|
|||||
EQUITY IN EARNINGS OF SUBSIDIARIES
|
94,439
|
|
|
—
|
|
|
—
|
|
|
(94,439
|
)
|
|
—
|
|
|||||
NET INCOME (LOSS)
|
$
|
93,999
|
|
|
$
|
150,523
|
|
|
$
|
(56,084
|
)
|
|
$
|
(94,439
|
)
|
|
$
|
93,999
|
|
COMPREHENSIVE LOSS
|
—
|
|
|
(1,543
|
)
|
|
(54,457
|
)
|
|
—
|
|
|
(56,000
|
)
|
|||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT
|
$
|
93,999
|
|
|
$
|
148,980
|
|
|
$
|
(110,541
|
)
|
|
$
|
(94,439
|
)
|
|
$
|
37,999
|
|
|
Group 1 Automotive, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elimination
|
|
Total Company
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
REVENUES:
|
$
|
—
|
|
|
$
|
8,175,242
|
|
|
$
|
1,762,647
|
|
|
$
|
—
|
|
|
$
|
9,937,889
|
|
COST OF SALES:
|
—
|
|
|
6,929,334
|
|
|
1,560,617
|
|
|
—
|
|
|
8,489,951
|
|
|||||
GROSS PROFIT
|
—
|
|
|
1,245,908
|
|
|
202,030
|
|
|
—
|
|
|
1,447,938
|
|
|||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
2,796
|
|
|
883,442
|
|
|
175,726
|
|
|
—
|
|
|
1,061,964
|
|
|||||
DEPRECIATION AND AMORTIZATION EXPENSE
|
—
|
|
|
36,701
|
|
|
5,643
|
|
|
—
|
|
|
42,344
|
|
|||||
ASSET IMPAIRMENTS
|
—
|
|
|
15,571
|
|
|
25,949
|
|
|
—
|
|
|
41,520
|
|
|||||
(LOSS) INCOME FROM OPERATIONS
|
(2,796
|
)
|
|
310,194
|
|
|
(5,288
|
)
|
|
—
|
|
|
302,110
|
|
|||||
OTHER EXPENSE:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Floorplan interest expense
|
—
|
|
|
(34,061
|
)
|
|
(7,553
|
)
|
|
—
|
|
|
(41,614
|
)
|
|||||
Other interest expense, net
|
2,272
|
|
|
(46,517
|
)
|
|
(5,448
|
)
|
|
—
|
|
|
(49,693
|
)
|
|||||
Loss on extinguishment of long-term debt
|
—
|
|
|
(46,403
|
)
|
|
—
|
|
|
—
|
|
|
(46,403
|
)
|
|||||
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES
|
(524
|
)
|
|
183,213
|
|
|
(18,289
|
)
|
|
—
|
|
|
164,400
|
|
|||||
BENEFIT (PROVISION) FOR INCOME TAXES
|
196
|
|
|
(77,911
|
)
|
|
6,319
|
|
|
—
|
|
|
(71,396
|
)
|
|||||
EQUITY IN EARNINGS OF SUBSIDIARIES
|
93,332
|
|
|
—
|
|
|
—
|
|
|
(93,332
|
)
|
|
—
|
|
|||||
NET INCOME (LOSS)
|
$
|
93,004
|
|
|
$
|
105,302
|
|
|
$
|
(11,970
|
)
|
|
$
|
(93,332
|
)
|
|
93,004
|
|
|
COMPREHENSIVE LOSS
|
—
|
|
|
(4,059
|
)
|
|
(26,248
|
)
|
|
—
|
|
|
(30,307
|
)
|
|||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT
|
$
|
93,004
|
|
|
$
|
101,243
|
|
|
$
|
(38,218
|
)
|
|
$
|
(93,332
|
)
|
|
62,697
|
|
|
Group 1 Automotive, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elimination
|
|
Total Company
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
REVENUES:
|
$
|
—
|
|
|
$
|
7,353,340
|
|
|
$
|
1,565,241
|
|
|
$
|
—
|
|
|
$
|
8,918,581
|
|
COST OF SALES:
|
—
|
|
|
6,236,925
|
|
|
1,389,110
|
|
|
—
|
|
|
7,626,035
|
|
|||||
GROSS PROFIT
|
—
|
|
|
1,116,415
|
|
|
176,131
|
|
|
—
|
|
|
1,292,546
|
|
|||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
7,922
|
|
|
817,907
|
|
|
151,027
|
|
|
—
|
|
|
976,856
|
|
|||||
DEPRECIATION AND AMORTIZATION EXPENSE
|
—
|
|
|
31,670
|
|
|
4,156
|
|
|
—
|
|
|
35,826
|
|
|||||
ASSET IMPAIRMENTS
|
—
|
|
|
6,542
|
|
|
—
|
|
|
—
|
|
|
6,542
|
|
|||||
(LOSS) INCOME FROM OPERATIONS
|
(7,922
|
)
|
|
260,296
|
|
|
20,948
|
|
|
—
|
|
|
273,322
|
|
|||||
OTHER EXPENSE:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Floorplan interest expense
|
—
|
|
|
(33,789
|
)
|
|
(7,878
|
)
|
|
—
|
|
|
(41,667
|
)
|
|||||
Other interest expense, net
|
1,846
|
|
|
(37,982
|
)
|
|
(2,835
|
)
|
|
—
|
|
|
(38,971
|
)
|
|||||
Other expense, net
|
—
|
|
|
—
|
|
|
(789
|
)
|
|
—
|
|
|
(789
|
)
|
|||||
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES
|
(6,076
|
)
|
|
188,525
|
|
|
9,446
|
|
|
—
|
|
|
191,895
|
|
|||||
BENEFIT (PROVISION) FOR INCOME TAXES
|
2,277
|
|
|
(73,092
|
)
|
|
(7,088
|
)
|
|
—
|
|
|
(77,903
|
)
|
|||||
EQUITY IN EARNINGS OF SUBSIDIARIES
|
117,791
|
|
|
—
|
|
|
—
|
|
|
(117,791
|
)
|
|
—
|
|
|||||
NET INCOME (LOSS)
|
$
|
113,992
|
|
|
$
|
115,433
|
|
|
$
|
2,358
|
|
|
$
|
(117,791
|
)
|
|
113,992
|
|
|
COMPREHENSIVE INCOME (LOSS)
|
—
|
|
|
13,081
|
|
|
(31,701
|
)
|
|
—
|
|
|
(18,620
|
)
|
|||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT
|
$
|
113,992
|
|
|
$
|
128,514
|
|
|
$
|
(29,343
|
)
|
|
$
|
(117,791
|
)
|
|
$
|
95,372
|
|
|
Group 1 Automotive, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Company
|
||||||||
|
(In thousands)
|
||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
93,999
|
|
|
$
|
49,710
|
|
|
$
|
(2,662
|
)
|
|
$
|
141,047
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Cash paid in acquisitions, net of cash received
|
—
|
|
|
(212,252
|
)
|
|
—
|
|
|
(212,252
|
)
|
||||
Proceeds from disposition of franchises, property and equipment
|
—
|
|
|
40,833
|
|
|
748
|
|
|
41,581
|
|
||||
Purchases of property and equipment, including real estate
|
—
|
|
|
(97,009
|
)
|
|
(23,243
|
)
|
|
(120,252
|
)
|
||||
Other
|
—
|
|
|
6,421
|
|
|
—
|
|
|
6,421
|
|
||||
Net cash used in investing activities
|
—
|
|
|
(262,007
|
)
|
|
(22,495
|
)
|
|
(284,502
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Borrowings on credit facility - floorplan line and other
|
—
|
|
|
7,557,237
|
|
|
—
|
|
|
7,557,237
|
|
||||
Repayments on credit facility - floorplan line and other
|
—
|
|
|
(7,504,516
|
)
|
|
—
|
|
|
(7,504,516
|
)
|
||||
Borrowings on credit facility - acquisition line
|
489,548
|
|
|
—
|
|
|
—
|
|
|
489,548
|
|
||||
Repayment on credit facility - acquisition line
|
(557,696
|
)
|
|
—
|
|
|
—
|
|
|
(557,696
|
)
|
||||
Principal payments on real estate credit facility
|
—
|
|
|
(3,340
|
)
|
|
—
|
|
|
(3,340
|
)
|
||||
Net borrowings on 5.25% Senior Unsecured Notes
|
296,250
|
|
|
—
|
|
|
—
|
|
|
296,250
|
|
||||
Debt issue costs
|
—
|
|
|
(788
|
)
|
|
—
|
|
|
(788
|
)
|
||||
Borrowings on other debt
|
—
|
|
|
451
|
|
|
59,404
|
|
|
59,855
|
|
||||
Principal payments on other debt
|
—
|
|
|
(1,386
|
)
|
|
(62,383
|
)
|
|
(63,769
|
)
|
||||
Borrowings on debt related to real estate
|
—
|
|
|
9,596
|
|
|
22,430
|
|
|
32,026
|
|
||||
Principal payments on debt related to real estate loans
|
—
|
|
|
(64,894
|
)
|
|
(3,845
|
)
|
|
(68,739
|
)
|
||||
Issuance of common stock to benefit plans, net
|
214
|
|
|
—
|
|
|
—
|
|
|
214
|
|
||||
Repurchases of common stock, amounts based on settlement date
|
(97,473
|
)
|
|
—
|
|
|
—
|
|
|
(97,473
|
)
|
||||
Tax effect from stock-based compensation
|
—
|
|
|
2,142
|
|
|
—
|
|
|
2,142
|
|
||||
Dividends paid
|
(19,942
|
)
|
|
—
|
|
|
—
|
|
|
(19,942
|
)
|
||||
Borrowings (repayments) with subsidiaries
|
220,281
|
|
|
(211,236
|
)
|
|
(9,045
|
)
|
|
—
|
|
||||
Investment in subsidiaries
|
(425,181
|
)
|
|
409,990
|
|
|
15,191
|
|
|
—
|
|
||||
Distributions to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net cash (used in) provided by financing activities
|
(93,999
|
)
|
|
193,256
|
|
|
21,752
|
|
|
121,009
|
|
||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
(5,492
|
)
|
|
(5,492
|
)
|
||||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
—
|
|
|
(19,041
|
)
|
|
(8,897
|
)
|
|
(27,938
|
)
|
||||
CASH AND CASH EQUIVALENTS, beginning of period
|
—
|
|
|
25,379
|
|
|
15,596
|
|
|
40,975
|
|
||||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
—
|
|
|
$
|
6,338
|
|
|
$
|
6,699
|
|
|
$
|
13,037
|
|
|
Group 1 Automotive, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Company
|
||||||||
|
(In thousands)
|
||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Net cash (used in) provided by operating activities
|
$
|
(327
|
)
|
|
$
|
235,236
|
|
|
$
|
(36,621
|
)
|
|
$
|
198,288
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Cash paid in acquisitions, net of cash received
|
—
|
|
|
(306,364
|
)
|
|
(30,187
|
)
|
|
(336,551
|
)
|
||||
Proceeds from disposition of franchises, property and equipment
|
—
|
|
|
141,147
|
|
|
3,450
|
|
|
144,597
|
|
||||
Purchases of property and equipment, including real estate
|
—
|
|
|
(140,407
|
)
|
|
(9,985
|
)
|
|
(150,392
|
)
|
||||
Other
|
—
|
|
|
(4,705
|
)
|
|
—
|
|
|
(4,705
|
)
|
||||
Net cash used in investing activities
|
—
|
|
|
(310,329
|
)
|
|
(36,722
|
)
|
|
(347,051
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Borrowings on credit facility - floorplan line and other
|
—
|
|
|
7,832,014
|
|
|
—
|
|
|
7,832,014
|
|
||||
Repayments on credit facility - floorplan line and other
|
—
|
|
|
(7,802,719
|
)
|
|
—
|
|
|
(7,802,719
|
)
|
||||
Borrowings on credit facility - acquisition line
|
389,368
|
|
|
—
|
|
|
—
|
|
|
389,368
|
|
||||
Repayment on credit facility - acquisition line
|
(379,681
|
)
|
|
—
|
|
|
—
|
|
|
(379,681
|
)
|
||||
Borrowings on real estate credit facility
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
||||
Principal payments on real estate credit facility
|
—
|
|
|
(9,917
|
)
|
|
—
|
|
|
(9,917
|
)
|
||||
Net borrowings on 5.00% Senior Unsecured Notes
|
539,600
|
|
|
—
|
|
|
—
|
|
|
539,600
|
|
||||
Debt issue costs
|
(1,881
|
)
|
|
—
|
|
|
—
|
|
|
(1,881
|
)
|
||||
Repurchase of 3.00% Convertible Notes
|
(260,074
|
)
|
|
—
|
|
|
—
|
|
|
(260,074
|
)
|
||||
Proceeds from Call/Warrant Unwind related to 3.00% Convertible Notes
|
32,697
|
|
|
—
|
|
|
—
|
|
|
32,697
|
|
||||
Conversion and redemption of 2.25% Convertible Notes
|
(182,756
|
)
|
|
—
|
|
|
—
|
|
|
(182,756
|
)
|
||||
Borrowings on other debt
|
—
|
|
|
—
|
|
|
91,137
|
|
|
91,137
|
|
||||
Principal payments on other debt
|
—
|
|
|
—
|
|
|
(85,905
|
)
|
|
(85,905
|
)
|
||||
Borrowings on debt related to real estate
|
—
|
|
|
86,522
|
|
|
25,457
|
|
|
111,979
|
|
||||
Principal payments on debt related to real estate loans
|
—
|
|
|
(33,143
|
)
|
|
(16,890
|
)
|
|
(50,033
|
)
|
||||
Issuance of common stock to benefit plans, net
|
(321
|
)
|
|
—
|
|
|
—
|
|
|
(321
|
)
|
||||
Repurchases of common stock, amounts based on settlement date
|
(36,802
|
)
|
|
—
|
|
|
—
|
|
|
(36,802
|
)
|
||||
Tax effect from stock-based compensation
|
—
|
|
|
1,841
|
|
|
—
|
|
|
1,841
|
|
||||
Dividends paid
|
(17,097
|
)
|
|
—
|
|
|
—
|
|
|
(17,097
|
)
|
||||
Borrowings (repayments) with subsidiaries
|
78,199
|
|
|
(141,824
|
)
|
|
63,625
|
|
|
—
|
|
||||
Investment in subsidiaries
|
(160,925
|
)
|
|
161,073
|
|
|
(148
|
)
|
|
—
|
|
||||
Distributions to parent
|
—
|
|
|
2,119
|
|
|
(2,119
|
)
|
|
—
|
|
||||
Net cash provided by financing activities
|
327
|
|
|
96,166
|
|
|
75,157
|
|
|
171,650
|
|
||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
(2,127
|
)
|
|
(2,127
|
)
|
||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
—
|
|
|
21,073
|
|
|
(313
|
)
|
|
20,760
|
|
||||
CASH AND CASH EQUIVALENTS, beginning of period
|
—
|
|
|
4,306
|
|
|
15,909
|
|
|
20,215
|
|
||||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
—
|
|
|
$
|
25,379
|
|
|
$
|
15,596
|
|
|
$
|
40,975
|
|
|
Group 1 Automotive, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Company
|
||||||||
|
(In thousands)
|
||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Net cash (used in) provided by operating activities
|
$
|
(3,797
|
)
|
|
$
|
47,525
|
|
|
$
|
8,644
|
|
|
$
|
52,372
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Cash paid in acquisitions, net of cash received
|
—
|
|
|
(131,654
|
)
|
|
(138,206
|
)
|
|
(269,860
|
)
|
||||
Proceeds from disposition of franchises, property and equipment
|
—
|
|
|
102,069
|
|
|
117
|
|
|
102,186
|
|
||||
Purchases of property and equipment, including real estate
|
—
|
|
|
(73,615
|
)
|
|
(29,243
|
)
|
|
(102,858
|
)
|
||||
Other
|
—
|
|
|
1,878
|
|
|
—
|
|
|
1,878
|
|
||||
Net cash used in investing activities
|
—
|
|
|
(101,322
|
)
|
|
(167,332
|
)
|
|
(268,654
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Borrowings on credit facility - floorplan line and other
|
—
|
|
|
6,379,328
|
|
|
—
|
|
|
6,379,328
|
|
||||
Repayments on credit facility - floorplan line and other
|
—
|
|
|
(6,153,677
|
)
|
|
—
|
|
|
(6,153,677
|
)
|
||||
Borrowings on credit facility - acquisition line
|
60,000
|
|
|
—
|
|
|
—
|
|
|
60,000
|
|
||||
Borrowings on real estate credit facility
|
—
|
|
|
19,640
|
|
|
—
|
|
|
19,640
|
|
||||
Principal payments on real estate credit facility
|
—
|
|
|
(8,597
|
)
|
|
—
|
|
|
(8,597
|
)
|
||||
Borrowings of other debt
|
—
|
|
|
—
|
|
|
10,289
|
|
|
10,289
|
|
||||
Principal payments of other debt
|
—
|
|
|
—
|
|
|
(71,170
|
)
|
|
(71,170
|
)
|
||||
Principal payments of long-term debt related to real estate loans
|
—
|
|
|
(21,038
|
)
|
|
(15,940
|
)
|
|
(36,978
|
)
|
||||
Borrowings of debt related to real estate
|
—
|
|
|
27,925
|
|
|
27,420
|
|
|
55,345
|
|
||||
Issuance of common stock to benefit plans, net
|
(1,822
|
)
|
|
—
|
|
|
—
|
|
|
(1,822
|
)
|
||||
Repurchases of common stock, amounts based on settlement date
|
(3,553
|
)
|
|
—
|
|
|
—
|
|
|
(3,553
|
)
|
||||
Tax effect from stock-based compensation
|
—
|
|
|
2,993
|
|
|
—
|
|
|
2,993
|
|
||||
Dividends paid
|
(15,805
|
)
|
|
—
|
|
|
—
|
|
|
(15,805
|
)
|
||||
Borrowings (repayments) with subsidiaries
|
50,651
|
|
|
(278,850
|
)
|
|
228,199
|
|
|
—
|
|
||||
Investment in subsidiaries
|
(85,674
|
)
|
|
86,038
|
|
|
(364
|
)
|
|
—
|
|
||||
Distributions to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net cash provided by financing activities
|
3,797
|
|
|
53,762
|
|
|
178,434
|
|
|
235,993
|
|
||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
(4,146
|
)
|
|
(4,146
|
)
|
||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
—
|
|
|
(35
|
)
|
|
15,600
|
|
|
15,565
|
|
||||
CASH AND CASH EQUIVALENTS, beginning of period
|
—
|
|
|
4,341
|
|
|
309
|
|
|
4,650
|
|
||||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
—
|
|
|
$
|
4,306
|
|
|
$
|
15,909
|
|
|
$
|
20,215
|
|
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)
|
2.2
|
|
—
|
|
Amendment dated as of February 27, 2013 to 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 Quarterly Report on Form 10-Q (File No. 001-13461) for the period ended September 30, 2013)
|
2.3
|
|
—
|
|
Second Amendment dated as of May 29, 2013 to 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 2.2 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) for the period ended September 30, 2013)
|
2.4
|
|
—
|
|
Third Amendment dated as of July 26, 2013 to 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 2.3 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) for the period ended September 30, 2013)
|
3.1
|
|
—
|
|
Amended and Restated Certificate of Incorporation 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 May 22, 2015)
|
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
|
|
—
|
|
Seconded Amended and Restated Bylaws of Group 1 Automotive, Inc. (incorporated by reference to Exhibit 3.2 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed May 22, 2015)
|
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, dated as of June 2, 2014, by and among Group 1 Automotive, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 2, 2014)
|
4.3
|
|
—
|
|
Form of 5.000% Senior Notes due 2022 (included as Exhibit A to Exhibit 4.2)
|
4.4
|
|
—
|
|
Registration Rights Agreement, dated as of June 2, 2014, by and among Group 1 Automotive, Inc., the guarantors party thereto and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (incorporated by reference to Exhibit 4.3 to Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 2, 2014)
|
4.5
|
|
—
|
|
Registration Rights Agreement, dated as of September 9, 2014, by and among Group 1 Automotive, Inc., the guarantors party thereto and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (incorporated by reference to Exhibit 4.1 to Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed September 11, 2014)
|
4.6
|
|
—
|
|
Indenture, dated as of December 8, 2015, by and among Group 1 Automotive, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed December 9, 2015
|
4.7
|
|
—
|
|
Form of 5.250% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed December 9, 2015)
|
10.1
|
|
—
|
|
Ninth Amended and Restated Revolving Credit Agreement, dated effective as of June 20, 2013, 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 June 26, 2013)
|
Exhibit
Number
|
|
Description
|
||
10.2
|
|
—
|
|
First Amendment to Ninth Amended and Restated Revolving Credit Agreement, dated effective May 13, 2014, 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, Bank of America, N.A., as Syndication Agent, U.S. Bank, N.A. and Wells Fargo Bank, N.A., as Co-Documentation Agents and Capital One National Association and Compass Bank, as Managing Agents (incorporated by reference to Exhibit 10.4 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended June 30, 2014)
|
10.3
|
|
—
|
|
Partial Unwind Agreement between Group 1 Automotive, Inc. and JPMorgan Chase Bank, National Association, dated June 25, 2014 (incorporated by reference to Exhibit 10.1 to Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 26, 2014)
|
10.4
|
|
—
|
|
Partial Unwind Agreement between Group 1 Automotive, Inc. and Bank of America, N.A., dated June 25, 2014 (incorporated by reference to Exhibit 10.2 to Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed June 26, 2014)
|
10.5
|
|
—
|
|
Unwind Agreement between Group 1 Automotive, Inc. and JPMorgan Chase Bank, National Association, dated July 25, 2014 (incorporated by reference to Exhibit 10.1 to Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed July 31, 2014)
|
10.6
|
|
—
|
|
Unwind Agreement between Group 1 Automotive, Inc. and Bank of America, N.A., dated July 25, 2014 (incorporated by reference to Exhibit 10.2 to Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed July 31, 2014
|
10.7
|
|
—
|
|
Stockholders Agreement dated as of February 28, 2013, by and among Group 1 Automotive, Inc. and former shareholders of UAB Motors Participações S.A. named therein (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 5, 2013)
|
10.8
|
|
—
|
|
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 (Incorporated by reference to Exhibit 10.3 of Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2012)
|
10.9
|
|
—
|
|
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)
|
10.10
|
|
—
|
|
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)
|
10.11
|
|
—
|
|
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)
|
10.12
|
|
—
|
|
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)
|
10.13
|
|
—
|
|
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)
|
10.14
|
|
—
|
|
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)
|
10.15
|
|
—
|
|
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)
|
10.16
|
|
—
|
|
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)
|
10.17
|
|
—
|
|
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)
|
Exhibit
Number
|
|
Description
|
||
10.18
|
|
—
|
|
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)
|
10.19
|
|
—
|
|
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)
|
10.20
|
|
—
|
|
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)
|
10.21*
|
|
—
|
|
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)
|
10.22*
|
|
—
|
|
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)
|
10.23*
|
|
—
|
|
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)
|
10.24*
|
|
—
|
|
Group 1 Automotive, Inc. 2014 Corporate Incentive Compensation Plan (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 28, 2014)
|
10.25*
|
|
—
|
|
Group 1 Automotive, Inc. 2015 Short Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed March 2, 2015)
|
10.26*
|
|
—
|
|
Officer’s Terms of Engagement and Guarantees between UAB Motors Participações S.A. and Lincoln da Cunha Pereira Filho dated as of February 28, 2013 (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 March 31, 2013)
|
10.27*
|
|
—
|
|
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)
|
10.28*
|
|
—
|
|
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)
|
10.29*
|
|
—
|
|
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)
|
10.30*
|
|
—
|
|
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)
|
10.31*
|
|
—
|
|
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)
|
10.32*
|
|
—
|
|
Group 1 Automotive, Inc. 2014 Long Term Incentive Plan (incorporated by reference to Appendix A to Group 1 Automotive, Inc.’s definitive proxy statement on Schedule 14A filed April 10, 2014)
|
10.33*
|
|
—
|
|
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)
|
10.34*
|
|
—
|
|
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)
|
10.35*
|
|
—
|
|
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)
|
10.36*
|
|
—
|
|
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)
|
Exhibit
Number
|
|
Description
|
||
10.37*
|
|
—
|
|
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)
|
10.38*
|
|
—
|
|
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)
|
10.39*
|
|
—
|
|
Employment Agreement dated effective May 19, 2015 between Group 1 Automotive, Inc. and Earl J. Hesterberg (incorporated by reference to Exhibit 10.1 to Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed May 22, 2015)
|
10.40*
|
|
—
|
|
Non-Compete Agreement dated effective May 19, 2015 between Group 1 Automotive, Inc. and Earl J. Hesterberg (incorporated by reference to Exhibit 10.2 to Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed May 22, 2015)
|
10.41†*
|
|
—
|
|
Transition Agreement dated December 18, 2015 between Group 1 Automotive, Inc. and J. Brooks O’Hara
|
10.42†*
|
|
—
|
|
Employment Agreement dated December 18, 2015 between Group 1 Automotive, Inc. and J. Brooks O’Hara
|
10.43*
|
|
—
|
|
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)
|
10.44*
|
|
—
|
|
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)
|
10.45*
|
|
—
|
|
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)
|
10.46*
|
|
—
|
|
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)
|
10.47*
|
|
—
|
|
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)
|
10.48*
|
|
—
|
|
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)
|
10.49*
|
|
—
|
|
Description of UAB Motors Participações S.A. Bonus Plan for 2013 (Incorporated by reference to Exhibit 10.4 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended March 31, 2013)
|
10.50*
|
|
—
|
|
Form of Senior Executive 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 September 30, 2014)
|
10.51*
|
|
—
|
|
Form of Restricted Stock Agreement with Qualified Retirement Provisions (incorporated by reference to Exhibit 10.4 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2014)
|
10.52*
|
|
—
|
|
Form of Restricted Stock Agreement for Employees (incorporated by reference to Exhibit 10.5 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2014)
|
10.53*
|
|
—
|
|
Form of Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.6 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2014)
|
10.54*
|
|
—
|
|
Form of Phantom Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.7 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2014)
|
10.55*
|
|
—
|
|
Form of Performance-Based Restricted Stock Agreement (incorporated by reference to Exhibit 10.8 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2014)
|
11.1
|
|
—
|
|
Statement re Computation of Per Share Earnings (Incorporated by reference to Note 6 to the financial statements)
|
Exhibit
Number
|
|
Description
|
||
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
|
1.
|
On or about December 18, 2015, Group 1 and Employee agreed that so long as he remained employed through such date, Employee would become Director, Special Projects effective April 1, 2016. Between the time that Employee executes this Agreement and April 1, 2016, (such period, the “
Transition Period
”), unless earlier terminated pursuant to Section 3 below, Employee will continue to serve as the Vice President of Human Resources and perform the duties commensurate with that position.
|
1.
|
Release:
In return for the Company’s agreement to enter into this Agreement and, provided that he is still employed by the Company at the end of the Transition Period, to employ Employee as Director, Special Projects under the terms of the Employment Agreement (attached hereto as Exhibit “A”) beginning April 1, 2016 (the “
Employment Agreement
”), and other promises as outlined herein, Employee agrees to accept the terms of this Agreement and, on April 1, 2016, to execute the Release and Waiver of Claims Agreement (“Release,” attached hereto as Exhibit “B”).
|
2.
|
Role; Compensation & Benefits:
Until April 1, 2016, unless earlier terminated pursuant to Section 3 below, Employee shall continue to serve as Vice President of Human Resources for Group 1. Employee will continue to be paid his regular salary and be eligible for any bonuses for which he is currently eligible and shall continue to participate in and receive all health and welfare benefits to which he is entitled as a Group 1 employee, including, but not limited to, those set forth in Section 4 below.
|
3.
|
Term:
Both Group 1 and Employee expressly understand and agree that until April 1, 2016, unless terminated pursuant to the following sentence, Employee will remain employed as the Vice President of Human Resources of Group 1. Termination prior to April 1, 2016, by either party, shall occur only in the event or occurrence of one of the following: (1) Employee’s death or “Disability” (as defined in the Employee’s Restricted Stock Agreement(s) (Qualified Retirement)); (2) an uncured material breach by Employee of one or more of the material terms and conditions of this Agreement or the confidentiality, non-competition, and non-solicitation provisions contained in Exhibit A of the Employee’s Restricted Stock Agreement(s) (Qualified Retirement); (3) an act of fraud, embezzlement or other dishonesty by Employee during the Transition Period; or (4) the commission by the Employee of any illegal and/or unethical act in connection with the Employee’s business activities during the Transition Period that would adversely and materially impact on the character, goodwill and public reputation of Group 1. Prior to the termination of employment for any of the events or occurrences (other than (1)), Group 1 shall provide in writing to Employee notice of the event or occurrence warranting termination of employment and, in the case of (2) above, the steps reasonably needed to cure the material breach. Upon receipt of the written notice, Employee shall have ten (10) business days to respond in
|
4.
|
Rights Not Affected:
This Agreement will not affect Employee’s rights in the Group 1 Automotive, Inc. Deferred Compensation Plan, the Group 1 Automotive, Inc. Long Term Incentive
|
5.
|
Confidentiality:
|
(a)
|
Group 1 and Employee agree that the terms of this Agreement are a private matter, which shall not be divulged in any form to others. Accordingly, Group 1 and Employee hereby agree that, except as provided by law, they will not disclose, disseminate and/or publicize or cause to be disclosed, disseminated and/or publicized any of the terms of this Agreement or the discussions which have led up to this Agreement to anyone, with the exception of those within Group 1 who have a business need to know the terms and the Employee’s attorney, any financial or tax advisors, and spouse and children, who shall not divulge its contents to any third party.
|
(b)
|
On April 1, 2016 or any such earlier date that Employee’s employment terminates, Employee agrees to execute any documents necessary to effectuate his resignation as Vice President of Human Resources with Group 1 and to cooperate in any filings with the Securities and Exchange Commission related to his resignation.
|
(c)
|
Group 1 and Employee agree to work together to draft a statement that may be communicated by Group 1 or the Employee regarding Employee’s resignation as Vice President of Human Resources and continuing employment as Director, Special Projects.
|
6.
|
Prior Agreements:
Except as otherwise specified herein, all other terms of Employee’s agreements with Group 1, remain in full force and effect during and after the Transition Period, subject to the terms of those agreements.
|
7.
|
Severability:
In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected thereby.
|
8.
|
Employee Indemnity Not Affected:
The releases contained herein shall not affect Group 1’s obligation under law, to the extent applicable, to indemnify Employee as an employee for actions taken within the scope and course of Employee’s employment.
|
9.
|
Jurisdiction and Choice of Law
: The Employee and Company agrees to use the Laws of Texas to enforce the terms of this Agreement and the matter shall be heard in Harris County, Texas. Employee agrees to service and personal jurisdiction in Harris County, Texas.
|
JAMES BROOKS O’HARA (“EMPLOYEE”)
|
|
GROUP 1 AUTOMOTIVE, INC.
|
|
|
|
By:
/s/ J. Brooks O’Hara
|
|
By:
/s/ Darryl M. Burman
|
|
|
|
Dated:
12/18/2015
|
|
Dated:
12/18/2015
|
JAMES BROOKS O’HARA (“EMPLOYEE”)
|
|
GROUP 1 AUTOMOTIVE, INC.
|
|
|
|
By: _________________________________
|
|
By: ___________________________
|
|
|
|
Dated: _______________________________
|
|
Dated: ________________________
|
JAMES BROOKS O’HARA (“EMPLOYEE”)
|
|
GROUP 1 AUTOMOTIVE, INC.
|
|
|
|
By: _________________________________
|
|
By: ___________________________
|
|
|
|
Dated: _______________________________
|
|
Dated: ________________________
|
JAMES BROOKS O’HARA (“EMPLOYEE”)
|
|
GROUP 1 AUTOMOTIVE, INC.
|
|
|
|
By:
/s/ J. Brooks O’Hara
|
|
By:
/s/ Darryl M. Burman
|
|
|
|
Dated:
12/18/2015
|
|
Dated:
12/18/2015
|
|
|
For the year ended December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pretax income
|
|
$
|
182,171
|
|
|
$
|
164,400
|
|
|
$
|
191,895
|
|
|
$
|
160,735
|
|
|
$
|
132,094
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
108,106
|
|
|
105,739
|
|
|
97,233
|
|
|
84,395
|
|
|
78,429
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized interest
|
|
(741
|
)
|
|
(731
|
)
|
|
(805
|
)
|
|
(689
|
)
|
|
(635
|
)
|
|||||
Total Earnings
|
|
$
|
289,536
|
|
|
$
|
269,408
|
|
|
$
|
288,323
|
|
|
$
|
244,441
|
|
|
$
|
209,888
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
96,167
|
|
|
$
|
91,306
|
|
|
$
|
80,639
|
|
|
$
|
69,261
|
|
|
$
|
61,409
|
|
Estimated interest within rent expense
|
|
11,198
|
|
|
13,702
|
|
|
15,789
|
|
|
14,445
|
|
|
16,385
|
|
|||||
Capitalized interest
|
|
741
|
|
|
731
|
|
|
805
|
|
|
689
|
|
|
635
|
|
|||||
Total Fixed Charges
|
|
$
|
108,106
|
|
|
$
|
105,739
|
|
|
$
|
97,233
|
|
|
$
|
84,395
|
|
|
$
|
78,429
|
|
Ratio of Earnings to Fixed Charges
|
|
2.7
|
|
|
2.5
|
|
|
3.0
|
|
|
2.9
|
|
|
2.7
|
|
Consent of Independent Registered Public Accounting Firm
|
We consent to the incorporation by reference in the following Registration Statements:
|
|
(1)
|
Registration Statement (Form S-3 ASR No. 333-207690) of Group 1 Automotive, Inc.,
|
(2)
|
Registration Statement (Form S-8 No. 333-205923) pertaining to the Group 1 Automotive, Inc. Employee Stock Purchase Plan,
|
(3)
|
Registration Statement (Form S-8 No. 333-145034) pertaining to the Group 1 Automotive, Inc. Deferred Compensation Plan;
|
(4)
|
Registration Statement (Form S-8 No. 333-196424) pertaining to the Group 1 Automotive, Inc. 2014 Long Term Incentive Plan;
|
of our reports dated February 17, 2016, with respect to the consolidated financial statements of Group 1 Automotive, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Group 1 Automotive, Inc. and subsidiaries included in this Annual Report (Form 10-K) of Group 1 Automotive, Inc. and subsidiaries for the year ended December 31, 2015.
|
|
/s/ Ernst & Young LLP
|
|
Houston, Texas
February 17, 2016
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 31, 2015
of Group 1 Automotive, Inc. (“registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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/s/ Earl J. Hesterberg
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Earl J. Hesterberg
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 31, 2015
of Group 1 Automotive, Inc. (“registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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/s/ John C. Rickel
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John C. Rickel
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Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Earl J. Hesterberg
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Earl J. Hesterberg
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Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ John C. Rickel
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John C. Rickel
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Chief Financial Officer
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