GROUP 1 AUTOMOTIVE INC. Files 2023 Annual Report (10-K)

TL;DR

<b>Group 1 Automotive, Inc. has filed its 2023 annual report (10-K) detailing its financial performance and operations for the fiscal year ending December 31, 2023.</b>

AI Summary

GROUP 1 AUTOMOTIVE INC (GPI) filed a Annual Report (10-K) with the SEC on February 14, 2024. Group 1 Automotive, Inc. filed its 10-K report for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal business address is 800 Gessner Road, Suite 500, Houston, TX 77024. Group 1 Automotive, Inc. is incorporated in Delaware. The SIC code for the company is 5500 (Retail-Auto Dealers & Gasoline Stations).

Why It Matters

For investors and stakeholders tracking GROUP 1 AUTOMOTIVE INC, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Group 1 Automotive's financial health, operational performance, and strategic positioning for the past fiscal year, which is crucial for investors and stakeholders to assess the company's progress and future outlook. The detailed financial data and risk factors disclosed in this report are essential for making informed investment decisions and understanding potential challenges and opportunities within the automotive retail sector.

Risk Assessment

Risk Level: medium — GROUP 1 AUTOMOTIVE INC shows moderate risk based on this filing. The company operates in the highly competitive automotive retail sector, which is subject to economic fluctuations, changing consumer preferences, and regulatory changes, as indicated by its SIC code and the nature of its business.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to assess Group 1 Automotive's performance and outlook in the automotive retail market.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-02-14 — Filing Date (Filed as of date)
• 5500 — SIC Code (Standard Industrial Classification)

Key Players & Entities

• GROUP 1 AUTOMOTIVE INC (company) — Filer name
• 800 GESSNER ROAD (address) — Business and mailing address
• HOUSTON (location) — City for business and mailing address
• TX (location) — State for business and mailing address
• 77024 (postal_code) — ZIP code for business and mailing address
• DE (location) — State of incorporation

FAQ

Industry Context

Group 1 Automotive operates within the automotive retail industry, which involves the sale of new and used vehicles, parts, and service.

Regulatory Implications

The company is subject to SEC regulations for public companies, including the requirement to file annual reports (10-K) detailing financial performance and business operations.

What Investors Should Do

1. Review Group 1 Automotive's 2023 financial statements for revenue, net income, and other key performance indicators.
2. Analyze the risk factors section to understand potential challenges and their impact on the company's operations.
3. Compare the company's performance in 2023 with previous years to identify trends and assess growth.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-02-14: Filing Date — Date the 10-K report was officially filed with the SEC.

Year-Over-Year Comparison

This filing represents the annual report for the fiscal year 2023, providing updated financial and operational data compared to previous filings.

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share GPI New York Stock Exchange

Filing Documents

• gpi-20231231.htm (10-K) — 2900KB
• a2023q4exhibit1027.htm (EX-10.27) — 92KB
• a2023q4exhibit1028.htm (EX-10.28) — 66KB
• a2023q4exhibit211.htm (EX-21.1) — 143KB
• a2023q4exhibit231.htm (EX-23.1) — 2KB
• a2023q4exhibit311.htm (EX-31.1) — 10KB
• a2023q4exhibit312.htm (EX-31.2) — 10KB
• a2023q4exhibit321.htm (EX-32.1) — 5KB
• a2023q4exhibit322.htm (EX-32.2) — 5KB
• a2023q4exhibit971.htm (EX-97.1) — 26KB
• gpi-20231231_g1.jpg (GRAPHIC) — 46KB
• gpi-20231231_g2.jpg (GRAPHIC) — 60KB
• gpi-20231231_g3.jpg (GRAPHIC) — 91KB
• 0001031203-24-000013.txt (&nbsp;) — 14968KB
• gpi-20231231.xsd (EX-101.SCH) — 95KB
• gpi-20231231_cal.xml (EX-101.CAL) — 167KB
• gpi-20231231_def.xml (EX-101.DEF) — 474KB
• gpi-20231231_lab.xml (EX-101.LAB) — 1132KB
• gpi-20231231_pre.xml (EX-101.PRE) — 810KB
• gpi-20231231_htm.xml (XML) — 2372KB

Business

Item 1. Business 3

Risk Factors

Item 1A. Risk Factors 13

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 21

Properties

Item 2. Properties 24

Legal Proceedings

Item 3. Legal Proceedings 24

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 24 PART II 25

Market for Registrant Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25

Management's Discussion and Analysis of Financial Condition and Results of Operation s

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation s 27

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 44

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 44

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 44

Controls and Procedures

Item 9A. Controls and Procedures 44

Other Information

Item 9B. Other Information 47

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 47 PART III 47

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 47

Executive Compensation

Item 11. Executive Compensation 47

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 47

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 47

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 47 PART IV 48

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules 48

Form 10-K Summary

Item 16. Form 10-K Summary 52

SIGNATURES

SIGNATURES 53 i GLOSSARY OF DEFINITIONS The following are abbreviations and definitions of terms used within this report: Terms Definitions BRL Brazilian Real (R$) COVID-19 pandemic Coronavirus disease first emerging in December 2019 and resulting in the global pandemic in 2020, 2021 and 2022 EBITDA Earnings before interest, taxes, depreciation and amortization EPS Earnings per share EU European Union EV Electric vehicle F&I Finance, insurance and other FMCC Ford Motor Credit Company GBP British Pound Sterling () NOL Net operating loss NYSE New York Stock Exchange OEM Original equipment manufacturer PII Personally Identifiable Information PRU Per retail unit PSU Performance stock unit ROU Right-of-use RSA Restricted stock award RSU Restricted stock unit SEC Securities and Exchange Commission SG&A Selling, general and administrative SOFR Secured Overnight Financing Rate USD United States Dollar U.K. United Kingdom U.S. United States of America U.S. GAAP Accounting principles generally accepted in the U.S. VSC Vehicle service contract WACC Weighted average cost of capital 1 CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS Unless the context requires otherwise, references to "we," "us," "our", "Group 1" or the "Company" are intended to mean the business and operations of Group 1 Automotive, Inc. and its subsidiaries. This Annual Report on Form 10-K (this "Form 10-K") includes certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). These forward-looking statements include, but are not limited to, statements concerning our strategy, future operating performance, future liquidity and availability of financing, capital allocation, the completion of future acquisitions and divestitures, business trends in the retail automotive industry and changes in regulations.

Business

Item 1. Business General Group 1 Automotive, Inc. is a leading operator in the automotive retail industry. Through our omnichannel platform, we sell and/or lease new and used cars and light trucks; arrange related vehicle financing; sell service and insurance contracts; provide automotive maintenance and repair services; and sell vehicle parts retail and wholesale. We have operations in geographically diverse markets that extend across 17 states in the U.S. and 34 towns and cities in the U.K. As of December 31, 2023, our retail network consisted of 144 dealerships and 28 collision centers in the U.S. and 55 dealerships and 13 collision centers in the U.K. Discontinued Operations On November 12, 2021, we entered into a Share Purchase Agreement (the "Brazil Agreement") with Original Holdings S.A. ("Buyer") to dispose of our Brazilian operations. Pursuant to the terms and conditions set forth in the Brazil Agreement, Buyer agreed to acquire 100% of the issued and outstanding equity interests of our Brazilian operations (the "Brazil Disposal Group") for approximately BRL 510 million in cash (the "Brazil Disposal"). On July 1, 2022, we completed the Brazil Disposal. The Brazil Disposal Group met the criteria to be reported as discontinued operations. Therefore, the related assets, liabilities and operating results of the Brazil Disposal Group are reported as discontinued operations (the "Brazil Discontinued Operations") for all periods presented. Effective as of the fourth quarter of 2021, we have two reportable segments: the U.S. and the U.K. Refer to Note 20. Segment Information within our Notes to Consolidated Financial Statements within this Form 10-K, for further information on our reportable segments. Refer to Note 4. Discontinued Operations and Other Divestitures within the Notes to Consolidated Financial Statements within this Form 10-K, for additional information regarding business dispositions. Unless otherwise specified, disclosures in this Form 10-K refle