-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kn0HPxq9SGy31qPU+0aGz6VpDYNBT2HRYJuLzni7Apop+6Sj02njlIiSLnf1mfPR XhagacdfzKl7/FEDG/G/Dg== 0000950129-04-004155.txt : 20040618 0000950129-04-004155.hdr.sgml : 20040618 20040618153616 ACCESSION NUMBER: 0000950129-04-004155 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GROUP 1 AUTOMOTIVE INC CENTRAL INDEX KEY: 0001031203 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 760506313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13461 FILM NUMBER: 04870832 BUSINESS ADDRESS: STREET 1: 950 ECHO LANE STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7134676268 MAIL ADDRESS: STREET 1: 950 ECHO LANE STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77024 11-K 1 h16095e11vk.txt GROUP 1 AUTOMOTIVE, INC.- YEAR ENDED 12/31/2003 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 OR / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission file number 001-13461 A. Full title of the plan and address of the plan, if different from that of the issuer named below: Group 1 Automotive, Inc. 401(k) Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Group 1 Automotive, Inc. 950 Echo Lane, Suite 100 Houston, Texas 77024 REQUIRED INFORMATION The Group 1 Automotive, Inc. 401K Savings Plan(the "Plan") is subject to the Employee Retirement Income Security Act of 1974. Item 4. In lieu of the requirements of Items 1, 2 and 3 of this Form 11-K, the following financial statements of the Plan, notes thereto, and Report of Independent Auditors thereon are being filed in this Report: (a) Report of Independent Auditors (b) Statements of Net Assets available for Benefits - December 31, 2003 and 2002 (c) Statement of Changes in Net Assets available for Benefits - Year ended December 31, 2003; and (d) Notes to Financial Statements. The Consent of Independent Auditors to the incorporation by reference of the foregoing financial statements in the Registration Statement on Form S-8 (No. 333-80399) pertaining to the Plan is being filed as Exhibit 23.1 to this Report. Houston, Texas FINANCIAL STATEMENTS December 31, 2003 and 2002 CONTENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ................... 1 FINANCIAL STATEMENTS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS ...................... 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS ....................................................... 3 NOTES TO FINANCIAL STATEMENTS ........................................ 4 SUPPLEMENTAL SCHEDULES SCHEDULE H, LINE 4a - DELINQUENT DEPOSITS OF PARTICIPANT CONTRIBUTIONS ........................................ 8 SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR).... ... 9
GROUP 1 AUTOMOTIVE, INC. 401(k) SAVINGS PLAN REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Plan Administrator Group 1 Automotive, Inc. 401(k) Savings Plan Houston, Texas We have audited the accompanying statements of net assets available for benefits of Group 1 Automotive, Inc. 401(k) Savings Plan (the Plan) as of December 31, 2003 and 2002 and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002 and the changes in net assets available for benefits for the year ended December 31, 2003 in conformity with U.S. generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of delinquent deposits of participant contributions and assets (held at end of year) are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the 2003 basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the 2003 basic financial statements taken as a whole. /S/ CROWE CHIZEK AND COMPANY LLC -------------------------------- CROWE CHIZEK AND COMPANY LLC South Bend, Indiana May 12, 2004 1. GROUP 1 AUTOMOTIVE, INC. 401(k) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2003 and 2002
2003 2002 ----------- ----------- ASSETS Investments (Note 3) $56,815,884 $41,184,654 Receivables Employer contribution 137,800 410,869 Participant contributions 589,016 636,977 Accrued income 29,698 29,177 Other 16,998 - ----------- ----------- 773,512 1,077,023 Cash 32,152 13,233 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $57,621,548 $42,274,910 =========== ===========
See accompanying notes to financial statements. 2. GROUP 1 AUTOMOTIVE, INC. 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 2003 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income Net appreciation in fair value of investments (Note 3) $ 8,573,890 Interest and dividends 827,219 ----------- 9,401,109 Contributions Employer 2,959,075 Participant 9,246,569 Rollover 1,211,446 ----------- 13,417,090 ----------- Total additions 22,818,199 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 7,268,793 Administrative expenses 202,768 ----------- Total deductions 7,471,561 ----------- NET INCREASE 15,346,638 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 42,274,910 ----------- End of year $57,621,548 ===========
See accompanying notes to financial statements. 3. GROUP 1 AUTOMOTIVE, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 1 - DESCRIPTION OF PLAN The following description of the Group 1 Automotive, Inc. (Company or Sponsor) 401(k) Savings Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General: The Plan is a defined contribution plan, adopted July 1, 1999, covering all employees of the Company who have six months of service and are age eighteen and over. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions: Each year, participants may contribute up to 15% of pretax annual eligible compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan, including shares of Company stock. The Company may contribute a discretionary amount based on the amount the participant contributes to the Plan. The Board of Directors shall determine, by business unit, whether employer matching contributions will be made for the plan year, the matching percentage, and the percentage of a participant's compensation upon which the match shall be based. Effective January 1, 2003, matching contributions are calculated for each payroll period. The matching Company contribution may be in the form of cash or shares of Company stock or a combination, but has been historically in cash. Contributions are subject to certain limitations. Participant Accounts: Each participant's account is credited with the participant's contribution and allocation of (a) the Company's contribution, and (b) Plan earnings, and, at times, charged with an allocation of administrative expenses. Allocations are based on participant contributions, participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Retirement, Death and Disability: A participant is entitled to 100% of his or her account balance upon retirement, death or disability. Vesting: Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the remainder of their account plus earnings thereon is based on years of continuous service. A participant is 100% vested after five years of credited service. Forfeitures: The Plan allows the use of forfeitures to pay for Plan administrative expenses or to reduce employer contributions to the Plan. During the year ended December 31, 2003, forfeited nonvested accounts of $236,317 were used to reduce employer contributions by $64,325 and to pay for Plan administrative expenses of $171,992. As of December 31, 2003 there were $55,671 remaining forfeited nonvested amounts that will be used to reduce future employer contributions or pay for Plan administrative expenses. (Continued) 4. GROUP 1 AUTOMOTIVE, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 1 - DESCRIPTION OF PLAN (Continued) Payment of Benefits: On termination of service due to death, disability, or retirement, a participant will receive a lump-sum amount equal to the value of the participant's vested interest in his or her account. The participant may elect to have the distribution received in cash or in shares of Company stock. In-service Withdrawals: A participant may withdraw from his of her rollover contribution account any or all amounts held in such account at any time. A participant who has attained age 59 1/2 may withdraw from his or her account an amount not exceeding his or her vested account balance. A participant who has suffered financial hardship may withdraw the lesser of his or her vested account balance or the amount of financial hardship as defined in the Plan. Loan Provisions: Participants may borrow from their fund accounts the lesser of 50% of their vested account balance or $50,000. The loans are secured by the balance in the participant's account and bear interest. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Investment Valuation and Income Recognition: The Plan's investments are stated at fair value. Quoted market prices are used to value investments in common stock and mutual funds. Shares of common/collective funds are valued at the net asset value of shares held by the Plan at year-end. Participant loans are reported at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Basis of Accounting: The financial statements are prepared on the accrual basis of accounting. Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates. It is at least reasonably possible that a significant change may occur in the near term for the estimates of investment valuation. Risks and Uncertainties: The Plan provides for various investment options. The underlying investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of assets available for benefits. (Continued) 5. GROUP 1 AUTOMOTIVE, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Payment of Benefits: Benefits are recorded when paid. NOTE 3 - INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets:
2003 2002 ---- ---- Group 1 Automotive, Inc. Common Stock $3,584,963 $2,730,169 Massachusetts Investors Growth Stock Fund 9,941,307 8,060,011 Merrill Lynch Retirement Preservation Trust 9,101,606 7,239,562 Merrill Lynch Bond Core Fund 6,956,566 - Merrill Lynch Equity Index Trust 4,544,927 3,327,816 PIMCO Small Cap Value Fund 4,349,437 2,851,533 Van Kampen Growth and Income Fund 4,308,916 2,483,470 The Oakmark Equity and Income Fund 3,257,158 2,560,409 Mercury Total Return Bond Fund - 4,814,478
During 2003, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $8,573,890 as follows: Mutual funds $ 6,302,097 Common/collective funds 969,625 Group 1 Automotive, Inc. common stock 1,302,168 --------------- $ 8,573,890 ===============
NOTE 4 - PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants would become 100% vested in the employer contributions. (Continued) 6. GROUP 1 AUTOMOTIVE, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 5 - PARTIES-IN-INTEREST Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer and certain others. Merrill Lynch Trust Company is the trustee as defined by the Plan and, therefore, transactions with them qualify as party-in-interest transactions. Fees paid by the Plan to Merrill Lynch for administrative services rendered amounted to $202,768 for the year ended December 31, 2003. Certain Plan administrative costs have been paid by the Company. The Plan held the following party-in-interest investments:
2003 2002 ---- ---- Group 1 Automotive, Inc. common stock $ 3,584,963 $ 2,730,169 Merrill Lynch Retirement Preservation Trust 9,101,606 7,239,562 Merrill Lynch Bond Core Fund 6,956,566 - Merrill Lynch Equity Index Trust 4,544,927 3,327,816 Merrill Lynch Fundamental Growth Fund 2,827,502 1,771,300 Participant Loans 2,161,144 1,955,568
NOTE 6 - TERMINATED PARTICIPANTS Included in net assets available for benefits are amounts allocated to individuals who have elected to withdraw from the Plan but have not been paid. As of December 31, 2003 and 2002, amounts allocated to these individuals totaled $19,663 and $0, respectively. NOTE 7 - INCOME TAX STATUS The Internal Revenue Service has ruled in a letter dated September 24, 2001 that the Plan is designed under the applicable sections of the Internal Revenue Code and, therefore, is not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the Internal Revenue Code to maintain its qualification. The Plan has been amended to comply with IRS guidelines and the plan sponsor believes that the Plan continues to qualify and to operate as designed. 7. SUPPLEMENTAL SCHEDULES GROUP 1 AUTOMOTIVE, INC. 401(k) SAVINGS PLAN SCHEDULE H, LINE 4a - DELINQUENT DEPOSITS OF PARTICIPANT CONTRIBUTIONS Year ended December 31, 2003 Name of Plan Sponsor: Group 1 Automotive, Inc. Employer Identification Number: 76-0506313 Three-Digit Plan Number: 001 Participant Contributions of the Current Plan Year Not Deposited Into the Plan Within the Time Period Described in 29 CFR 2510.3-102 $12,288 Plus: Delinquent Deposits of Prior Year Participant Contributions Not Corrected Prior to the Current Plan Year 1,797 ------- Total Delinquent Participant Contributions (line 4a of Schedule H) 14,085 Less: Amount fully corrected under the DOL's Voluntary Fiduciary Correction Program (VFC Program) and PTE 2002-51 - ------- Delinquent Deposits of Participant Contributions Constituting Nonexempt Prohibited Transactions $14,085(1) =======
(1) Of this amount $14,085 has been fully corrected outside of the VFC Program. 8. GROUP 1 AUTOMOTIVE, INC. 401(k) SAVINGS PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2003 Name of Plan Sponsor: Group 1 Automotive, Inc. Employer Identification Number: 76-0506313 Three-Digit Plan Number: 001
(c) Description of Investment (b) Including Maturity Date, (e) Identity of Issue Rate of Interest, Par or (d) Current (a) or Borrower Maturity Value Cost Value --- ----------- -------------- ---- ----- Mutual Funds Delaware Management Holdings, Inc. Delaware Group Trend Fund # $ 1,602,461 Federated Investors, Inc. Federated International Equity Fund # 2,667,473 ING Investments, LLC ING Pilgrim International Fund # 1,512,400 MFS Investment Management Massachusetts Investors Growth Stock # 9,941,307 Fund * Merrill Lynch Trust Company Merrill Lynch Bond Core Fund # 6,956,566 * Merrill Lynch Trust Company Merrill Lynch Fundamental Growth # 2,827,502 Fund Oakmark The Oakmark Equity and Income Fund # 3,257,158 Pacific Investment Management Co. PIMCO Small Cap Value Fund # 4,349,437 Van Kampen Investments Van Kampen American Value Fund # 24 Van Kampen Investments Van Kampen Growth and Income Fund # 4,308,916 Common Stock * Group 1 Automotive, Inc. Common Stock # 3,584,963 Common/Collective Funds * Merrill Lynch Trust Company Merrill Lynch Equity Index Trust # 4,544,927 * Merrill Lynch Trust Company Merrill Lynch Retirement Preservation # 9,101,606 Trust Participant Loans * Participant Loans Interest rates ranging from 5% to 15% 2,161,144 ----------- $56,815,884 ===========
- ------------- * Denotes party-in-interest # All investments are participant directed therefore cost information is not required. 9. GROUP 1 AUTOMOTIVE, INC. 401(k) SAVINGS PLAN SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Company (or other persons who administer the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Group 1 Automotive, Inc. 401(k) Savings Plan ------------------------------- Date: June 18, 2004 /S/ BROOKS O'HARA ------------------------------- Brooks O'Hara Vice President, Human Resources Plan Administrator 10. (Continued) EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 23.1 Consent of Independent Auditors
EX-23.1 2 h16095exv23w1.txt CONSENT OF CROWE CHIZEK & COMPANY LLC EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference of our report dated May 12, 2004 on the Group 1 Automotive, Inc. 401(k) Savings Plan's (the Plan) financial statements as of December 31, 2003 and for the year ended December 31, 2003 included in this 2003 Annual Report on Form 11-K of the Plan into Group 1 Automotive, Inc.'s Registration Statement on Form S-8 (SEC File No. 333-80399) filed with the Securities and Exchange Commission. /S/ CROWE CHIZEK AND COMPANY LLC -------------------------------- CROWE CHIZEK AND COMPANY LLC South Bend, Indiana June 18, 2004 -----END PRIVACY-ENHANCED MESSAGE-----