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GROUP 1 AUTOMOTIVE INC

For the period ended Jun 30, 2025. Filed Jul 24, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Jul 24, 2025

GPI$264.18-1.6%Stored close · as of Nov 10, 2026

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Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2025December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$52.7$34.4
Contracts-in-transit and vehicle receivables, net351.3360.1
Accounts and notes receivable, net295.6303.0
Inventories2,658.22,636.8
Prepaid expenses52.967.9
Other current assets23.018.8
Current assets classified as held for sale—76.2
TOTAL CURRENT ASSETS3,433.73,497.3
Property and equipment, net of accumulated depreciation of $720.3 and $657.3, respectively3,051.42,856.5
Operating lease assets324.0315.3
Goodwill2,268.82,057.9
Intangible franchise rights1,015.8948.1
Other long-term assets136.2149.1
TOTAL ASSETS$10,229.9$9,824.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Floorplan notes payable — credit facility and other, net of offset account of $321.0 and $286.3, respectively$1,191.2$1,255.3
Floorplan notes payable — manufacturer affiliates, net of offset account of $— and $2.0, respectively753.8766.7
Current maturities of long-term debt159.3175.3
Current operating lease liabilities27.625.8
Accounts payable733.1738.0
Accrued expenses and other current liabilities414.4418.6
Current liabilities classified as held for sale—17.1
TOTAL CURRENT LIABILITIES3,279.33,396.8
Long-term debt3,056.52,737.9
Long-term operating lease liabilities280.0276.2
Deferred income taxes332.3295.8
Other long-term liabilities145.8143.3
Commitments and Contingencies (Note 12)
STOCKHOLDERS’ EQUITY:
Common stock, $0.01 par value, 50,000,000 shares authorized; 24,954,226 and 24,989,807 shares issued, respectively0.20.2
Additional paid-in capital372.0356.1
Retained earnings4,377.94,122.4
Accumulated other comprehensive income (loss)54.41.6
Treasury stock, at cost; 12,014,561 and 11,711,022 shares, respectively(1,668.6)(1,506.2)
TOTAL STOCKHOLDERS’ EQUITY3,136.02,974.3
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$10,229.9$9,824.2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
REVENUES:
New vehicle retail sales$2,735.5$2,364.2$5,415.4$4,546.8
Used vehicle retail sales1,848.21,453.23,603.62,870.0
Used vehicle wholesale sales163.8104.3315.4210.3
Parts and service sales718.4574.51,410.41,150.8
Finance, insurance and other, net237.8200.1464.0389.0
Total revenues5,703.54,696.411,208.89,166.9
COST OF SALES:
New vehicle retail sales2,537.12,194.15,027.44,217.2
Used vehicle retail sales1,751.81,372.63,413.72,707.2
Used vehicle wholesale sales163.3105.4313.3212.4
Parts and service sales315.6257.7626.7520.9
Total cost of sales4,767.83,929.89,381.17,657.7
GROSS PROFIT935.8766.51,827.71,509.1
Selling, general and administrative expenses646.1497.21,263.4973.3
Depreciation and amortization expense28.728.258.052.0
Asset impairments0.4—0.8—
Restructuring charges7.6—18.7—
INCOME FROM OPERATIONS253.0241.1486.9483.8
Floorplan interest expense26.424.753.345.2
Other interest expense, net42.733.482.562.7
Other expense (income)—0.1(0.2)(0.4)
INCOME BEFORE INCOME TAXES183.9183.0351.4376.3
Provision for income taxes44.045.283.891.0
Net income from continuing operations139.8137.9267.6285.3
Net income from discontinued operations0.70.31.00.8
NET INCOME$140.5$138.2$268.6$286.1
BASIC EARNINGS PER SHARE:
Continuing operations$10.79$10.20$20.44$21.01
Discontinued operations0.050.020.080.06
Total$10.84$10.22$20.52$21.07
DILUTED EARNINGS PER SHARE:
Continuing operations$10.77$10.15$20.40$20.91
Discontinued operations0.050.020.080.06
Total$10.82$10.17$20.48$20.97
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic12.813.212.913.3
Diluted12.813.313.013.3

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
NET INCOME$140.5$138.2$268.6$286.1
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments45.9(1.1)69.8(5.6)
Net unrealized gain (loss) on interest rate risk management activities, net of tax:
Unrealized (loss) gain arising during the period, net of tax benefit (provision) of $0.6, $(1.6), $2.1, and $(6.1), respectively(1.8)5.3(6.7)19.6
Reclassification adjustment for gain included in interest expense, net of tax provision of $(1.6), $(2.3), $(3.2), and $(4.7), respectively(5.1)(7.4)(10.3)(15.0)
Reclassification related to de-designated interest rate swaps, net of tax provision of $— , $—, $—, and (0.1), respectively———(0.2)
Unrealized (loss) gain on interest rate risk management activities, net of tax(6.9)(2.2)(17.1)4.4
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX38.9(3.3)52.7(1.2)
COMPREHENSIVE INCOME$179.5$134.9$321.3$284.9

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common Stock · AdditionalPaid-in Capital · Retained Earnings · AccumulatedOtherComprehensive Income (Loss) · Treasury Stock · Total
Shares · Amount
BALANCE, MARCH 31, 202524,964,378$0.2$360.3$4,243.9$15.4$(1,627.4)$2,992.5
Net income———140.5——140.5
Other comprehensive income, net of taxes————38.9—38.9
Purchases of treasury stock, including excise tax—————(44.9)(44.9)
Net issuance of treasury shares to stock compensation plans(10,152)—3.5——3.87.3
Stock-based compensation——8.2———8.2
Dividends declared ($0.50 per share)———(6.5)——(6.5)
BALANCE, JUNE 30, 202524,954,226$0.2$372.0$4,377.9$54.4$(1,668.6)$3,136.0
Common Stock · AdditionalPaid-in Capital · Retained Earnings · AccumulatedOtherComprehensive Income (Loss) · Treasury Stock · Total
Shares · Amount
BALANCE, DECEMBER 31, 202424,989,807$0.2$356.1$4,122.4$1.6$(1,506.2)$2,974.3
Net income———268.6——268.6
Other comprehensive income, net of taxes————52.7—52.7
Purchases of treasury stock, including excise tax—————(168.4)(168.4)
Net issuance of treasury shares to stock compensation plans(35,581)—0.1——6.06.1
Stock-based compensation——15.8———15.8
Dividends declared ($1.00 per share)———(13.1)——(13.1)
BALANCE, JUNE 30, 202524,954,226$0.2$372.0$4,377.9$54.4$(1,668.6)$3,136.0

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common Stock · AdditionalPaid-in Capital · Retained Earnings · AccumulatedOtherComprehensive Income (Loss) · Treasury Stock · Total
Shares · Amount
BALANCE, MARCH 31, 202425,109,781$0.3$351.7$3,791.3$30.3$(1,401.1)$2,772.4
Net income———138.2——138.2
Other comprehensive loss, net of taxes————(3.3)—(3.3)
Purchases of treasury stock, including excise tax—————(46.5)(46.5)
Net issuance of treasury shares to stock compensation plans(16,996)—1.4——3.95.2
Stock-based compensation——6.6———6.6
Dividends declared ($0.47 per share)———(6.4)——(6.4)
BALANCE, JUNE 30, 202425,092,785$0.3$359.7$3,923.0$27.0$(1,443.7)$2,866.3
Common Stock · AdditionalPaid-in Capital · Retained Earnings · AccumulatedOtherComprehensive Income (Loss) · Treasury Stock · Total
Shares · Amount
BALANCE, DECEMBER 31, 202325,131,460$0.3$349.1$3,649.8$28.1$(1,352.8)$2,674.4
Net income———286.1——286.1
Other comprehensive loss, net of taxes————(1.2)—(1.2)
Purchases of treasury stock, including excise tax—————(100.6)(100.6)
Net issuance of treasury shares to stock compensation plans(38,675)—(3.7)——9.86.1
Stock-based compensation——14.2———14.2
Dividends declared ($0.94 per share)———(12.8)——(12.8)
BALANCE, JUNE 30, 202425,092,785$0.3$359.7$3,923.0$27.0$(1,443.7)$2,866.3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

Six Months Ended June 30,
20252024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$268.6$286.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization58.052.0
Change in operating lease assets15.211.9
Deferred income taxes19.8(0.6)
Asset impairments4.4—
Stock-based compensation15.814.2
Amortization of debt discount and issuance costs2.71.7
Gain on disposition of assets(9.0)(55.7)
Unrealized loss (gain) on derivative instruments0.9(0.3)
Other(0.4)(0.8)
Changes in assets and liabilities, net of acquisitions and dispositions:
Accounts payable and accrued expenses(56.5)4.1
Accounts and notes receivable17.2(21.3)
Inventories91.4(329.0)
Contracts-in-transit and vehicle receivables15.718.3
Prepaid expenses and other assets14.34.4
Floorplan notes payable — manufacturer affiliates(32.7)157.6
Deferred revenues(0.3)(0.4)
Operating lease liabilities(14.6)(12.5)
Net cash provided by operating activities410.3129.8
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net, including repayment of sellers’ floorplan notes payable of $26.8 and $50.3, respectively(320.4)(690.3)
Proceeds from disposition of franchises, property and equipment76.1201.1
Purchases of property and equipment(123.9)(102.9)
Escrow payments for acquisitions(3.0)(86.4)
Other(0.1)9.4
Net cash used in investing activities(371.3)(669.0)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on credit facility — floorplan line and other7,050.36,490.7
Repayments on credit facility — floorplan line and other(7,134.4)(6,112.8)
Borrowings on credit facility — acquisition line999.9464.2
Repayments on credit facility — acquisition line(684.6)(495.0)
Debt issuance costs(7.0)(3.8)
Borrowings on other debt52.7377.0
Principal payments on other debt(129.9)(67.7)
Proceeds from employee stock purchase plan16.113.0
Payments of tax withholding for stock-based compensation(10.0)(6.9)
Repurchases of common stock, amounts based on settlement date(167.3)(99.8)
Dividends paid(13.1)(12.7)
Net cash (used in) provided by financing activities(27.2)546.4
Effect of exchange rate changes on cash6.4—
Net increase in cash and cash equivalents18.37.2
CASH AND CASH EQUIVALENTS, beginning of period34.457.2
CASH AND CASH EQUIVALENTS, end of period$52.7$64.4

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

  1. BASIS OF PRESENTATION AND CONSOLIDATION AND ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying Condensed Consolidated Financial Statements and notes thereto, have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Results for interim periods are not necessarily indicative of the results that can be expected for a full year and therefore should be read in conjunction with the Company’s audited Financial Statements and notes thereto included within the Company’s 2024 Form 10-K. All intercompany balances and transactions have been eliminated in consolidation. The accompanying Condensed Consolidated Financial Statements reflect the consolidated accounts of the parent company, Group 1 Automotive, Inc. and its subsidiaries, all of which are wholly owned.

Discontinued operations presented in the accompanying Condensed Consolidated Financial Statements relate to the Company’s Brazilian operations which were disposed of in 2022. Unless otherwise specified, disclosures in these Condensed Consolidated Financial Statements reflect continuing operations only.

Certain amounts in the Condensed Consolidated Financial Statements and the accompanying notes may not compute due to rounding. All computations have been calculated using unrounded amounts for all periods presented. These Condensed Consolidated Financial Statements reflect, in the opinion of management, all normal recurring adjustments necessary to fairly state, in all material respects, the Company’s financial position and results of operations for the periods presented.

Use of Estimates

The preparation of the Company’s financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the balance sheet date and the amounts of revenues and expenses recognized during the reporting period. Management analyzes the Company’s estimates based on historical experience and other assumptions that are believed to be reasonable under the circumstances, however, actual results could differ materially from such estimates. The significant estimates made by management in the accompanying Condensed Consolidated Financial Statements include, but are not limited to, inventory valuation adjustments, reserves for future chargebacks on finance, insurance and vehicle service contract fees, self-insured property and casualty insurance exposure, the fair value of assets acquired and liabilities assumed in business combinations, the valuation of goodwill and intangible franchise rights, and reserves for potential litigation.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require the disclosure of a reconciliation between income tax expense from continuing operations and the amount computed by multiplying income from continuing operations before income taxes by the applicable statutory rate as well as an annual disaggregation of the income tax rate reconciliation between certain specified categories by both percentage and reported amounts, along with other changes to income tax disclosure requirements. The standard will be effective for annual periods beginning after December 15, 2024. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements; however, the adoption will require certain additional income tax disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures. The ASU requires that an entity disclose additional information about specific expense categories in the notes to financial statements. The standard will be effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

  1. REVENUES

The following tables present the Company’s revenues disaggregated by its geographical segments (in millions):

Three Months Ended June 30, 2025Six Months Ended June 30, 2025
U.S.U.K.TotalU.S.U.K.Total
New vehicle retail sales$2,132.9$602.5$2,735.5$4,101.6$1,313.8$5,415.4
Used vehicle retail sales1,203.2645.01,848.22,347.61,256.03,603.6
Used vehicle wholesale sales86.577.3163.8178.5136.9315.4
Total new and used vehicle sales3,422.71,324.84,747.46,627.72,706.79,334.4
Parts and service sales (1)555.5162.8718.41,086.8323.71,410.4
Finance, insurance and other, net (2)199.038.8237.8384.579.5464.0
Total revenues$4,177.2$1,526.4$5,703.5$8,098.9$3,109.9$11,208.8
Three Months Ended June 30, 2024Six Months Ended June 30, 2024
U.S.U.K.TotalU.S.U.K.Total
New vehicle retail sales$2,009.5$354.6$2,364.2$3,809.4$737.4$4,546.8
Used vehicle retail sales1,151.9301.31,453.22,251.4618.62,870.0
Used vehicle wholesale sales78.425.9104.3158.352.0210.3
Total new and used vehicle sales3,239.9681.83,921.76,219.11,408.07,627.1
Parts and service sales (1)497.477.1574.5992.6158.21,150.8
Finance, insurance and other, net (2)183.916.3200.1355.233.8389.0
Total revenues$3,921.2$775.2$4,696.4$7,566.9$1,600.0$9,166.9

(1)The Company has elected not to disclose revenues related to remaining performance obligations on its maintenance and repair services as the duration of these contracts is less than one year.

(2)Includes variable consideration recognized of $5.1 million and $5.6 million during the three months ended June 30, 2025 and 2024, respectively, and $15.5 million and $18.0 million during the six months ended June 30, 2025 and 2024, respectively, relating to performance obligations satisfied in previous periods on the Company’s retrospective commission income contracts. Refer to Note 8. Receivables, Net and Contract Assets for the balance of the Company’s contract assets associated with revenues from the arrangement of financing and sale of service and insurance contracts.

  1. ACQUISITIONS AND DISPOSITIONS

The Company accounts for business combinations under the acquisition method of accounting, wherein the Company allocates the purchase price to the assets acquired and liabilities assumed based on an estimate of fair value.

Inchcape Acquisition

On August 1, 2024, the Company completed the acquisition of Inchcape Retail automotive operations (“Inchcape Retail”), consisting of 54 dealership locations, certain real estate and three collision centers across the U.K. (collectively referred to as the “Inchcape Acquisition”), for aggregate consideration of approximately$517.0 million.

The purchase price allocation for the Inchcape Acquisition is preliminary. The Company is continuing to analyze and assess relevant information related to deferred income taxes. Due to the complexity of the Inchcape Acquisition, these amounts are provisional and subject to change as the Company’s fair value assessments are finalized. The Company will reflect any such adjustments in subsequent filings. The results of the Inchcape Acquisition are included in the U.K. segment. The acquired goodwill is not deductible for income tax purposes.

The following table summarizes the consideration paid and aggregate amounts of assets acquired and liabilities assumed as of June 30, 2025 (in millions):

Total consideration$517.0
Identifiable assets acquired and liabilities assumed
Cash$23.4
Contracts-in-transit and vehicle receivables, net27.6
Accounts receivable, net37.7
Inventories384.3
Prepaid expenses and other current assets14.1
Property and equipment286.1
Operating lease assets104.3
Intangible franchise rights123.7
Total assets acquired1,001.2
Floorplan notes payable236.4
Accounts payable204.6
Accrued expenses54.0
Operating lease liabilities75.4
Deferred income taxes41.1
Other liabilities3.9
Total liabilities assumed615.4
Total identifiable net assets385.7
Goodwill$131.3

The Company recorded $0.2 million of acquisition related costs attributable to the Inchcape Acquisition during the six months ended June 30, 2025. These costs are included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The Company’s Condensed Consolidated Statements of Operations included revenues and net loss attributable to Inchcape Retail for the three months ended June 30, 2025 of$634.0 million and $2.6 million, respectively, and for thesix months ended June 30, 2025 of$1.3 billion and $1.1 million, respectively. The net loss attributable to Inchcape Retail for the three and six months ended June 30, 2025 includes the impact of the restructuring charges further described in Note 4: Restructuring.

The following unaudited pro forma financial information presents consolidated information of the Company as if the Inchcape Acquisition had occurred on January 1, 2024 (in millions):

Three Months Ended June 30, 2024Six Months Ended June 30, 2024
(unaudited)
Revenues$5,349.4$10,505.0
Net income$128.1$273.5

This pro forma information incorporates the Company’s accounting policies and adjusts the results of Inchcape Retail assuming that the fair value adjustments in connection with the Inchcape Acquisition occurred on January 1, 2024. They have also been adjusted to reflect the $0.2 million and $15.4 million of acquisition-related costs incurred during thesix months ended June 30, 2025 and the year ended December 31, 2024, respectively, as having occurred on January 1, 2024.

Pro forma data may not be indicative of the results that would have been obtained had these events actually occurred at the beginning of the period presented and is not intended to be a projection of future results.

Other Acquisitions

During the six months ended June 30, 2025, the Company acquired three dealerships in the U.S, includingone Lexus dealership, one Acura dealership, andone Mercedes-Benz dealership. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was$305.8 million, consisting of cash paid of $305.3 million and a payable of $0.5 million. Goodwill associated with the acquisitions totaled$164.4 million.

During the six months ended June 30, 2025, the Company acquired four dealerships in the U.K, including three Toyota dealerships andone Lexus dealership. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was$16.4 million. Goodwill associated with the acquisitions totaled$2.4 million.

The purchase price allocation for these acquisitions is preliminary and subject to change as the Company’s fair value assessments are finalized. The Company is continuing to analyze and assess relevant information related to the valuation of certain assets and liabilities, including, but not limited to, the valuation of property, equipment, intangible assets and deferred income taxes. The Company will reflect any required fair value adjustments in subsequent periods.

During the six months ended June 30, 2024, the Company acquired nine dealerships in the U.S., including three Honda dealerships, two Lexus dealerships, one Toyota dealership, one Kia dealership, one Hyundai dealership andone Mercedes-Benz dealership. The Company also acquiredone Toyota Certified pre-owned center andthree collision centers in the U.S. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was$690.4 million. Goodwill associated with the acquisitions totaled$288.3 million.

Dispositions

The Company’s divestitures generally consist of dealership assets and related real estate. Gains and losses on divestitures are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

During the six months ended June 30, 2025, the Company recorded a net pre-tax gain totaling $0.7 million related to the disposition ofthree dealerships in the U.S. The dispositions reduced goodwill by $19.6 million. The Company also terminated four franchises in the U.S.

During the six months ended June 30, 2025, the Company closed four dealerships in the U.K. in connection with the Restructuring Plan (as defined in Note 4. Restructuring). Refer to Note 4. Restructuring for further information regarding the impairment charges taken on these closed dealerships as part of the Restructuring Plan.

During the six months ended June 30, 2025, the Company terminated eight franchises in the U.K. and recorded an impairment charge of $2.7 million associated with certain franchise terminations.

During the six months ended June 30, 2024, the Company recorded a net pre-tax gain totaling $51.6 million related to the disposition ofseven dealerships andone collision center in the U.S. The dispositions reduced goodwill by $62.5 million.

There wasno goodwill reclassified to assets held for sale as of June 30, 2025. Assets held for sale in the Condensed Consolidated Balance Sheets included $11.5 million of goodwill that was reclassified to assets held for sale as of December 31, 2024.

  1. RESTRUCTURING

During the fourth quarter of 2024, the Company initiated a U.K.-wide restructuring plan (the “Restructuring Plan”) related to the integration activities of Inchcape Retail with existing U.K. operations. The Restructuring Plan consists of workforce realignment, including certain headcount reductions, strategic closing of certain facilities and dealerships. The Restructuring Plan is expected to continue throughout 2025, and the Company expects to incur $0.8 million in additional restructuring charges. Any changes to the Company’s estimates or timing will be reflected in the Company’s results of operations in future periods.

The components of total restructuring charges were as follows (in millions):

Three Months Ended June 30, 2025Six Months Ended June 30, 2025
Contract termination costs$—$4.1
Facility closure costs2.83.4
Employee related costs2.37.5
Asset impairments2.63.7
Systems integration costs—0.1
Total restructuring charges$7.6$18.7

Charges associated with the Restructuring Plan are included within Restructuring Charges on the Condensed Consolidated Statements of Operations. As of June 30, 2025, the Company has incurred $31.8 million of restructuring charges related to the Restructuring Plan since the commencement of the plan.

The following table presents the changes in restructuring related liabilities (in millions):

December 31, 2024$11.9
Charges incurred (1)15.1
Cash payments(18.5)
June 30, 2025$8.5

(1) Charges incurred excludes non-cash asset impairments of $3.7 million.

Liabilities associated with restructuring charges are included in Accrued expenses and other current liabilitieson the Condensed Consolidated Balance Sheets.

  1. SEGMENT INFORMATION

As of June 30, 2025, the Company hadtwo operating and reportable segments: the U.S. and the U.K. The Company defines its segments as those operations whose results the Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), regularly reviews to analyze performance and allocate resources to the U.S. and U.K. geographic areas. Each segment is comprised of retail automotive franchises that sell 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. The CODM predominantly uses the metric of income before income taxes in making decisions about the allocation of operating and capital resources to each segment, evaluating annual budget and forecast, as well as determining compensation for certain employees.

Selected reportable segment data for continuing operations were as follows (in millions). All intercompany balances and transactions have been eliminated in consolidation.

Three Months Ended June 30, 2025Six Months Ended June 30, 2025
U.S.U.K.TotalU.S.U.K.Total
Total revenues$4,177.2$1,526.4$5,703.5$8,098.9$3,109.9$11,208.8
Cost of sales$3,448.5$1,319.3$4,767.8$6,695.3$2,685.8$9,381.1
SG&A expenses$471.6$174.5$646.1$919.0$344.3$1,263.4
Depreciation and amortization expense$22.2$6.5$28.7$43.2$14.8$58.0
Asset impairments$0.4$—$0.4$(1.9)$2.7$0.8
Restructuring charges$—$7.6$7.6$—$18.7$18.7
Floorplan interest expense$20.1$6.3$26.4$40.8$12.5$53.3
Other interest expense, net$34.9$7.8$42.7$67.2$15.3$82.5
Other segment items (1)$—$—$—$(0.2)$—$(0.2)
Income before income taxes$179.6$4.3$183.9$335.7$15.7$351.4
Capital expenditures:
Real estate related capital expenditures$17.7$—$17.7$32.5$—$32.5
Non-real estate related capital expenditures45.88.254.079.412.091.4
Total capital expenditures$63.5$8.2$71.7$111.9$12.0$123.9
Three Months Ended June 30, 2024Six Months Ended June 30, 2024
U.S.U.K.TotalU.S.U.K.Total
Total revenues$3,921.2$775.2$4,696.4$7,566.9$1,600.0$9,166.9
Cost of sales$3,253.5$676.4$3,929.8$6,260.1$1,397.7$7,657.7
SG&A expenses$417.6$79.6$497.2$812.5$160.8$973.3
Depreciation and amortization expense$24.1$4.1$28.2$44.0$8.0$52.0
Floorplan interest expense$21.6$3.1$24.7$39.2$6.0$45.2
Other interest expense, net$31.1$2.2$33.4$57.9$4.8$62.7
Other segment items (1)$—$0.1$0.1$—$(0.4)$(0.4)
Income before income taxes$173.3$9.7$183.0$353.3$23.0$376.3
Capital expenditures:
Real estate related capital expenditures$—$—$—$3.2$17.8$21.0
Non-real estate related capital expenditures30.88.939.768.013.981.9
Total capital expenditures$30.8$8.9$39.7$71.1$31.7$102.9

(1)Other segment items include other expenses, which primarily relate to currency translation.

U.S.U.K.Total
Property and equipment, net$2,306.6$744.8$3,051.4
Total assets (1)$7,816.0$2,393.5$10,209.5
U.S.U.K.Total
Property and equipment, net$2,181.9$674.6$2,856.5
Total assets (1)$7,630.1$2,176.6$9,806.6

(1) Total assets for reportable segments exclude the total assets related to discontinued operations. The assets related to discontinued operations were immaterial as of June 30, 2025 and December 31, 2024.

  1. EARNINGS PER SHARE

The two-class method is utilized for the computation of the Company’s EPS. The two-class method requires a portion of net income to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends that are paid in cash. The Company’s restricted stock awards are participating securities. Income allocated to these participating securities is excluded from net earnings available to common shares, as shown in the table below. Basic EPS is computed by dividing net income available to basic common shares by the weighted average number of basic common shares outstanding during the period. Diluted EPS is computed by dividing net income available to diluted common shares by the weighted average number of dilutive common shares outstanding during the period.

The following table sets forth the calculation of EPS (in millions, except share and per share data):

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Weighted average basic common shares outstanding12,814,39313,226,12912,936,24313,277,425
Dilutive effect of stock-based awards and employee stock purchases28,29867,92726,12963,987
Weighted average dilutive common shares outstanding12,842,69113,294,05612,962,37213,341,412
Basic:
Net income$140.5$138.2$268.6$286.1
Less: Earnings allocated to participating securities from continuing operations1.62.93.26.3
Less: Earnings allocated to participating securities to discontinued operations————
Net income available to basic common shares$138.9$135.2$265.4$279.8
Basic earnings per common share$10.84$10.22$20.52$21.07
Diluted:
Net income$140.5$138.2$268.6$286.1
Less: Earnings allocated to participating securities from continuing operations1.62.93.26.3
Less: Earnings allocated to participating securities to discontinued operations————
Net income available to diluted common shares$139.0$135.2$265.4$279.8
Diluted earnings per common share$10.82$10.17$20.48$20.97
  1. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the most advantageous market in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and establishes the following three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices for identical assets or liabilities in active markets.

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or model-derived valuations or other inputs that are observable or that can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Cash and Cash Equivalents, Contracts-In-Transit and Vehicle Receivables, Accounts and Notes Receivable, Accounts Payable, Variable Rate Long-Term Debt and Floorplan Notes Payable

The fair values of these financial instruments approximate their carrying values due to the short-term nature of the instruments and/or the existence of variable interest rates.

Fixed Rate Long-Term Debt

The Company estimates the fair value of its $750.0 million 4.00% Senior Notes due August 2028 (“4.00% Senior Notes”) and the$500 million 6.375% Senior Notes due January 2030 (“6.375% Senior Notes”)using quoted prices for the identical liability (Level 1) and estimates the fair value of its fixed-rate mortgage facilities using a present value method based on current market interest rates for similar types of financial instruments (Level 2). Refer to Note 9. Debt for further discussion of the Company’s long-term debt arrangements.

The carrying value and fair value of the Company’s fixed rate long-term debt were as follows (in millions):

June 30, 2025December 31, 2024
Carrying Value (1)Fair ValueCarrying Value (1)Fair Value
4.00% Senior Notes$750.0$725.8$750.0$701.5
6.375% Senior Notes500.0515.2500.0502.4
Real estate related129.1127.1140.6136.4
Total$1,379.1$1,368.1$1,390.6$1,340.4

(1)Carrying value excludes unamortized debt issuance costs.

Derivative Financial Instruments

The Company holds interest rate swaps to hedge against variability of interest payments indexed to SOFR. The Company’s interest rate swaps are measured at fair value utilizing a SOFR forward yield curve matched to the identical maturity term of the instrument being measured. Observable inputs utilized in the income approach valuation method incorporate identical contractual notional amounts, fixed coupon rates, periodic terms for interest payments and contract maturity. The fair value of the interest rate swaps also considers the credit risk of the Company for instruments in a liability position or the counterparty for instruments in an asset position. The credit risk is calculated using the spread between the SOFR yield curve and the relevant interest rate according to rating agencies. The inputs to the fair value measurements reflect Level 2 of the hierarchy framework.

Assets associated with the Company’s interest rate swaps, as reflected gross in the Condensed Consolidated Balance Sheets, were as follows (in millions):

June 30, 2025December 31, 2024
Assets:
Other current assets$3.5$1.8
Other long-term assets (1)52.677.5
Total assets$56.1$79.3

(1)As of June 30, 2025 and December 31, 2024, the balance included gross fair value of$2.5 million and $3.4 million, respectively, related to the de-designated swaps as described below.

There were no liabilities associated with the Company’s interest rate swaps as of June 30, 2025 and December 31, 2024.

Interest Rate Swaps De-designated as Cash Flow Hedges

As of June 30, 2025, the Company hadone de-designated interest rate swap with a notional value of $26.1 million and an interest rate of 0.60%. The de-designated swap will mature on March 1, 2030. No interest rate swaps were de-designated by the Company during thesix months ended June 30, 2025.

The Company recorded unrealized mark-to-market lossesof $0.4 million and $0.9 million and realized gains of $0.2 million and $0.5 million associated with de-designated interest rate swaps within Other interest expense, net, for the three and six months ended June 30, 2025, respectively. The Company recorded unrealized mark-to-market gains of $0.2 million and$0.5 million andrealized gains of$0.4 million and$0.8 million associated with de-designated interest rate swaps within Other interest expense, net, for the three and six months ended June 30, 2024, respectively.

Interest Rate Swaps Designated as Cash Flow Hedges

Interest rate swaps designated as cash flow hedges and the related gains or losses are deferred in stockholders’ equity as a component of AOCIin the Company’s Condensed Consolidated Balance Sheets. The deferred gains or losses are recognized in income in the period in which the related items being hedged are recognized in expense. Monthly contractual settlements of the positions are recognized as Floorplan interest expense or Other interest expense, net, in the Company’s Condensed Consolidated Statements of Operations. Gains or losses for periods where future forecasted hedged transactions are deemed probable of not occurring are reclassified from AOCI into income as Floorplan interest expense or Other interest expense, net.

As of June 30, 2025, the Company held 26 interest rate swaps designated as cash flow hedges with a total notional value of $862.0 million that fixed its underlying SOFR at a weighted average rate of 1.24%. As of June 30, 2024, the Company held 35 interest rate swaps designated as cash flow hedges with a total notional value of$935.6 million that fixed its underlying SOFR at a weighted average rate of 1.22%. The maturity dates of the Company’s designated interest rate swaps range between December 31, 2025 and December 31, 2031.

The following tables present the impact of the Company’s interest rate swaps designated as cash flow hedges (in millions):

Amount of Unrealized Income (Loss), Net of Tax, Recognized in Other Comprehensive Income (Loss)
Three Months Ended June 30, · Six Months Ended June 30,
Derivatives in Cash Flow Hedging Relationship · 2025 · 2024 · 2025 · 2024
Interest rate swaps$(1.8)$5.3$(6.7)$19.6
Amount Reclassified from Other Comprehensive Income (Loss) into Statements of Operations
Statement of Operations ClassificationThree Months Ended June 30,Six Months Ended June 30,
2025 · 2024 · 2025 · 2024
Floorplan interest expense$4.0$5.3$8.0$10.6
Other interest expense, net$2.7$4.4$5.6$9.0

The amount of gain expected to be reclassified out of AOCI into earnings as an offset to Floorplan interest expense or Other interest expense, net in the next twelve months is $18.7 million.

  1. RECEIVABLES, NET AND CONTRACT ASSETS

The Company’s receivables, net and contract assets consisted of the following (in millions):

June 30, 2025December 31, 2024
Contracts-in-transit and vehicle receivables, net:
Contracts-in-transit$244.4$250.3
Vehicle receivables107.5110.6
Total contracts-in-transit and vehicle receivables351.9360.9
Less: allowance for doubtful accounts0.60.8
Total contracts-in-transit and vehicle receivables, net$351.3$360.1
Accounts and notes receivable, net:
Manufacturer receivables$161.4$177.4
Parts and service receivables84.680.6
F&I receivables36.739.7
Other18.511.7
Total accounts and notes receivable301.2309.5
Less: allowance for doubtful accounts5.66.4
Total accounts and notes receivable, net$295.6$303.0
Within Other current assets and Other long-term assets:
Total contract assets (1)$65.3$59.0

(1) No allowance for doubtful accounts was recorded for contract assets as of June 30, 2025 or December 31, 2024.

  1. DEBT

Long-term debt consisted of the following (in millions):

June 30, 2025December 31, 2024
4.00% Senior Notes due August 15, 2028$750.0$750.0
6.375% Senior Notes due January 15, 2030500.0500.0
Acquisition Line410.095.0
Other Debt:
Real estate related1,218.11,253.9
Finance leases333.1311.4
Other19.619.0
Total other debt1,570.81,584.3
Total debt3,230.82,929.3
Less: unamortized debt issuance costs15.016.1
Less: current maturities159.3175.3
Total long-term debt$3,056.5$2,737.9

Acquisition Line

The proceeds of the Acquisition Line (as defined in Note 10. Floorplan Notes Payable) are used for working capital, general corporate and acquisition purposes. As of June 30, 2025, borrowings under the Acquisition Line, a component of the Revolving Credit Facility (as defined in Note 10. Floorplan Notes Payable), totaled$410.0 million. The average interest rate on this facility was 5.67% during the three months ended June 30, 2025.

Real Estate Related

The Company has mortgage loans in the U.S. and the U.K. that are paid in installments. As of June 30, 2025, borrowings outstanding under these facilities totaled$1,218.1 million, gross of debt issuance costs, comprised of$792.5 million in the U.S. and$425.6 million in the U.K., respectively.

  1. FLOORPLAN NOTES PAYABLE

The Company’s floorplan notes payable consisted of the following (in millions):

June 30, 2025December 31, 2024
Revolving Credit Facility — floorplan notes payable$1,288.0$1,328.7
Revolving Credit Facility — floorplan notes payable offset account(321.0)(286.3)
Revolving Credit Facility — floorplan notes payable, net967.01,042.4
Other non-manufacturer facilities224.1212.9
Floorplan notes payable — credit facility and other, net$1,191.2$1,255.3
FMCC Facility$153.2$202.0
FMCC Facility offset account—(2.0)
FMCC Facility, net153.2200.0
GM Financial Facility173.6189.5
Other manufacturer affiliate facilities426.9377.2
Floorplan notes payable — manufacturer affiliates, net$753.8$766.7

Floorplan Notes Payable — Credit Facility

Revolving Credit Facility

On May 30, 2025, in the U.S., the Company entered into an amended revolving syndicated credit arrangement that matures on May 30, 2030, with 18 participating financial institutions (the “Revolving Credit Facility”). In addition to extending the term, the amendment increased the availability from $2.5 billion to $3.5 billion, with the ability to increase to $4.5 billion, subject to lender approval. The Revolving Credit Facility consists oftwo tranches: (i) a $1.75 billion maximum capacity tranche for U.S. vehicle inventory floorplan financing (“U.S. Floorplan Line”) which the outstanding balance, net of offset account discussed below, is reported in Floorplan notes payable — credit facility and other, net; and (ii) a $1.75 billion maximum capacity tranche (“Acquisition Line”), which is not due until maturity of the Revolving Credit Facility and is therefore classified in Long-term debton the Condensed Consolidated Balance Sheets. Refer to Note 9. Debt for additional discussion. The capacity under thesetwo tranches can be re-designated within the overall $3.5 billion commitment. The Acquisition Line includes a $100.0 million sub-limit for letters of credit and a $50.0 million minimum capacity tranche. The Company had $11.8 million in letters of credit outstanding as of both June 30, 2025 and December 31, 2024.

The U.S. Floorplan Line bears interest at rates equal to SOFR plus 120 basis points for new vehicle inventory and SOFR plus 150 basis points for used vehicle inventory. The weighted average interest rate on the U.S. Floorplan Line was 5.65% as of June 30, 2025, excluding the impact of the Company’s interest rate swap derivative instruments. The Acquisition Line bears interest at SOFR or a SOFR equivalent plus 110 to 210 basis points, depending on the Company’s total adjusted leverage ratio, on borrowings in USD, Euros or GBP. The U.S. Floorplan Line requires a commitment fee of 0.15% per annum on the unused portion. Amounts borrowed by the Company under the U.S. Floorplan Line for specific vehicle inventory are to be repaid upon the sale of the vehicle financed and in no case is a borrowing for a vehicle to remain outstanding for greater than one year. The Acquisition Line requires a commitment fee ranging from 0.15% to 0.40% per annum, depending on the Company’s total adjusted leverage ratio, based on a minimum commitment of $50.0 million less outstanding borrowings.

In conjunction with the Revolving Credit Facility, the Company had $8.7 million and $3.1 million of unamortized debt issuance costs as of June 30, 2025 and December 31, 2024, respectively, which are included in Prepaid expensesand Other long-term assets in the Company’s Condensed Consolidated Balance Sheets and amortized over the term of the facility.

Floorplan Notes Payable — Manufacturer Affiliates

FMCC Facility

The Company has a$200.0 million floorplan arrangement with FMCC for financing of new Ford vehicles in the U.S. (the “FMCC Facility”). The FMCC Facility bears interest at the U.S. prime rate which was 7.50% as of June 30, 2025.

GM Financial Facility

The Company has a master loan agreement with General Motors Financial for financing of new GM vehicles (the “GM Financial Facility”). The GM Financial Facility bears interest at the U.S. prime rate less 100 basis points. As of June 30, 2025, the GM Financial Facility hada total borrowing capacity of$348.1 million.

Other Manufacturer Facilities

The Company has other credit facilities in the U.S. and the U.K., respectively, with financial institutions affiliated with manufacturers for financing of new, used and rental vehicle inventories. As of June 30, 2025, borrowings outstanding under these facilities totaled$426.9 million, comprised of$195.6 million in the U.S. and$231.4 million in the U.K., with annual interest rates ranging from approximately 0.3% to 8%. Interest rates on the Company’s manufacturer facilities vary across manufacturers.

Offset Accounts

Offset accounts consist of immediately available cash used to pay down the U.S. Floorplan Line, FMCC Facility and GM Financial Facility, and therefore offset the respective outstanding balances in the Company’s Condensed Consolidated Balance Sheets. The offset accounts are the Company’s primary options for the short-term investment of excess cash.

During the three months ended June 30, 2025, the Company entered into an addendum to the master loan agreement with General Motors Financial and established an offset account under the GM Financial Facility (the “GM Floorplan Offset”). As of June 30, 2025, the balance for the GM Floorplan Offset was$—.

  1. CASH FLOW INFORMATION

Non-Cash Activities

The accrual for capital expendit ures was $2.4 million and $9.0 million as of June 30, 2025 and December 31, 2024, respectively.

Interest and Income Taxes Paid

Cash paid for interest, including the monthly settlement of the Company’s interest rate swaps, was $128.5 million and$99.9 million for the six months ended June 30, 2025 and 2024, respectively. Refer to Note 7. Financial Instruments and Fair Value Measurements for further discussion of the Company’s interest rate swaps.

Cash paid for income taxes, net of refunds, was $52.1 million and $75.1 million for thesix months ended June 30, 2025 and 2024, respectively.

  1. COMMITMENTS AND CONTINGENCIES

From time to time, the Company or its dealerships are named in various types of litigation involving customer claims, employment matters, class action claims, purported class action claims, claims involving the manufacturers of automobiles, contractual disputes, vehicle related incidents and other matters arising in the ordinary course of business. The Company may be involved in legal proceedings or suffer losses that could have a material adverse effect on the Company’s results of operations, financial condition or cash flows. In the normal course of business, the Company is required to respond to customer, employee and other third-party complaints. In addition, the manufacturers of the vehicles that the Company sells and services have audit rights allowing them to review the validity of amounts claimed for incentive, rebate or warranty-related items and charge the Company back for amounts determined to be invalid payments under the manufacturers’ programs, subject to the Company’s right to appeal any such decision.

Legal Proceedings

As of June 30, 2025, the Company was not party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of current or future matters cannot be predicted with certainty; an unfavorable resolution of one or more of such matters could have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

Other Matters

In connection with dealership dispositions where the Company did not own the real estate and was a tenant, it assigned the lease to the purchaser but remained liable as a guarantor for the remaining lease payments in the event of non-payment by the purchaser. Although the Company has no reason to believe that it will be called upon to perform under any such assigned leases, the Company estimates that lessee remaining rental obligations were $37.8 million as of June 30, 2025.

  1. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in the balances of each component of AOCI were as follows (in millions):

Accumulated Income (Loss) On Foreign Currency TranslationAccumulated Income (Loss) On Interest Rate SwapsTotal
Balance, December 31, 2024$(56.5)$58.2$1.6
Other comprehensive income (loss) before reclassifications:
Pre-tax69.8(8.8)60.9
Tax effect—2.12.1
Amount reclassified from accumulated other comprehensive income (loss):
Floorplan interest expense (pre-tax)—(8.0)(8.0)
Other interest expense, net (pre-tax)—(5.6)(5.6)
Provision for income taxes—3.23.2
Net current period other comprehensive income (loss)69.8(17.1)52.7
Balance, June 30, 2025$13.3$41.1$54.4
Accumulated Income (Loss) On Foreign Currency TranslationAccumulated Income (Loss) On Interest Rate SwapsTotal
Balance, December 31, 2023$(37.4)$65.6$28.1
Other comprehensive income (loss) before reclassifications:
Pre-tax(5.6)25.720.1
Tax effect—(6.1)(6.1)
Amount reclassified from accumulated other comprehensive income (loss):
Floorplan interest expense (pre-tax)—(10.6)(10.6)
Other interest expense, net (pre-tax)—(9.0)(9.0)
Reclassification related to de-designated interest rate swaps (pre-tax)—(0.2)(0.2)
Provision for income taxes—4.74.7
Net current period other comprehensive (loss) income(5.6)4.4(1.2)
Balance, June 30, 2024$(43.0)$70.0$27.0
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.