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Group 1 Automotive Posts Record Revenues and Earnings

HOUSTON, Feb. 14 Group 1 Automotive, Inc. a leading operator in the automotive retailing industry, today reported record revenues and earnings for the fourth quarter of 2001 and the full year. Growth in all revenue categories and lower interest expense drove the record-setting performance for the quarter and for the year.

     Highlights:

     *  Fourth quarter revenues up 24 percent; full year revenues
        increased 11 percent
     *  Operating income rose 23 percent in fourth quarter
     *  Net Income up 96 percent in fourth quarter
     *  Fourth quarter diluted EPS $0.68, a 66 percent increase; full year
        diluted EPS up 38 percent to $2.59
     *  Cash flow per share $0.88 for fourth quarter; $3.40 for full year


                  Summary Results of Operations (Unaudited)
                   (In millions, except per share amounts)

                             Three Months Ended        Twelve Months Ended
                                December 31,                December 31,
                             2001          2000        2001          2000

    Revenues              $1,039.9        $841.1     $3,996.4      $3,586.1
    Gross profit            $153.0        $127.4       $607.3        $527.4
    Income from operations   $33.8         $27.4       $131.3        $117.7
    Net income               $16.2          $8.3        $55.4         $40.8
    Diluted earnings
     per share               $0.68         $0.41        $2.59         $1.88

Growth in Revenues Accelerated from Fourth Quarter 2000

For the fourth quarter ended December 31, 2001, revenues grew 24 percent to $1.0 billion, from $841.1 million for the same period last year. New vehicle revenues rose 24 percent and unit sales increased 21 percent. Used vehicle revenues also expanded 24 percent with unit sales 29 percent higher. Parts and service and other dealership revenues increased significantly, growing 15 percent and 30 percent, respectively.

Gross margin for the fourth quarter was 14.7 percent compared with 15.1 percent during the year-ago period. Income from operations rose 23 percent to $33.8 million from $27.4 million. Operating margin was 3.3 percent for both periods. Interest expense declined in the quarter to $7.6 million compared with $14.2 million in the same quarter in 2000.

Net income increased 96 percent to $16.2 million from $8.3 million, while diluted earnings per share grew 66 percent to $0.68 from $0.41 a year ago. Diluted cash flow per share, defined as net income plus depreciation and amortization, increased 44 percent to $0.88 from $0.61 in the 2000 period. Weighted average shares outstanding increased 17 percent from the year ago period due primarily to the successful completion of a common stock offering of 3.3 million shares in October 2001 that raised approximately $100 million.

Business Model Meets the Challenge

``This quarter's results are further evidence of the strength of our operating model, brands and people,'' said B.B. Hollingsworth Jr., Group 1's chairman, president and chief executive officer. ``I am especially proud of our 21 percent same store sales growth, which exceeds the industry average. With the events of September 11th, our outlook was cautious. But with certain manufacturers providing aggressive incentives combined with successful execution at our stores, we were able to realize significant revenue growth in new vehicle sales and also on our non-incentive driven used vehicle business.''

Record Performance for Full Year

For the year 2001, revenues reached $4.0 billion, an 11 percent increase from $3.6 billion in 2000. New vehicle revenues grew 9 percent and unit sales increased 4 percent. Used vehicle revenues expanded 13 percent and unit sales rose 15 percent. Parts and service and other dealership revenues grew 18 percent and 25 percent, respectively, compared with 2000.

Gross margin for 2001 was 15.2 percent compared with 14.7 percent in 2000. Income from operations rose 12 percent to $131.3 million from $117.7 million, and the operating margin remained stable at 3.3 percent. Interest expense declined to $41.8 million from $53.0 million last year. Net income in 2001 increased 36 percent to $55.4 million, or $2.59 per diluted share, compared with $40.8 million, or $1.88 per diluted share in 2000. Diluted cash flow per share grew 30 percent to $3.40 compared with $2.62 last year.

Capital Position

``Having recently completed an offering of 3.3 million shares of common stock together with continuing strong cash flow generated from operations, our capital and liquidity is in outstanding shape. Our balance sheet is positioned to allow for significant growth in the future,'' stated Hollingsworth.

2002 Acquisitions

Group 1 was granted a new Dodge franchise by DaimlerChrysler in the Dallas market area. The new Rockwall Dodge store opened in January 2002 and is contiguous with our Rockwall Ford operation. In February 2002, Group 1 acquired a second Ford dealership in the New Orleans market, increasing the Bohn Group platform to six franchises. These tuck-in acquisitions are expected to generate approximately $80 million in aggregate revenues in 2002.

Hollingsworth further commented, ``These tuck-in acquisitions are examples of our strategy of developing dominant platforms by adding key franchises to enhance economies-of-scale and expand market penetration. These are our first acquisitions in the new year, and are consistent with our previously stated target to increase our acquisition pace in 2002 to at least $500 million in aggregate revenues.''

2002 Outlook

``We are pleased with our continued progress and are encouraged with our future prospects. Low interest rates combined with manufacturers' incentives and rebates, shorter, more innovative product cycles and affordability of vehicles continue to drive customers into our dealerships. We expect these positive business trends will continue well into 2002, and excluding future acquisitions, we are comfortable with a diluted earnings per share estimate for 2002 of $2.60 to $2.70,'' commented Hollingsworth. Additionally, Hollingsworth pointed out that the earnings per share guidance for 2002 is after the $0.31 dilutive impact of the Company's fourth quarter equity offering and the expected $0.20 positive impact of the new accounting standard on goodwill amortization. As proceeds from the recent equity offering are deployed to complete future acquisitions, this earnings guidance may be revised.

Conference Call

Group 1 will hold a conference call to discuss fourth-quarter and year-end results and management's outlook for 2002 at 10:00 a.m. EST on Thursday, February 14, 2002. The call can be accessed live and will be available for replay over the Internet via http://www.vcall.com or http://www.ccbn.com. Links to these sites will also be available on Group 1's website, http://www.group1auto.com.

Group 1 owns 62 automotive dealerships comprised of 97 franchises, 28 different brands, and 24 collision service centers located in Texas, Oklahoma, Florida, New Mexico, Colorado, Georgia, Louisiana and Massachusetts. Through its dealerships and Internet sites, the Company sells new and used cars and light trucks, arranges related financing, vehicle service and insurance contracts, provides maintenance and repair services and sells replacement parts.

Group 1 Automotive, Inc. can be reached on the Internet at http://www.group1auto.com

This press release contains ``forward-looking statements'' within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements include statements regarding our plans, goals, beliefs or current expectations, including those plans, goals, beliefs and expectations of our officers and directors with respect to, among other things:

     *  earnings per share for the year ending 2002
     *  the completion of pending and future acquisitions
     *  business trends, including incentives, product cycles and interest
        rates
     *  impact of new accounting standards

Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties. Actual results may differ materially from anticipated results in the forward-looking statements for a number of reasons, including:

     *  the future economic environment, including consumer confidence,
        interest rates, and manufacturer incentives, may affect the demand for
        new and used vehicles and parts and service sales
     *  regulatory environment, adverse legislation, or unexpected litigation
     *  our principal automobile manufacturers, especially Ford and Toyota,
        may not continue to produce or make available to us vehicles that are
        in high demand by our customers
     *  requirements imposed on us by automobile manufacturers may affect our
        acquisitions and capital expenditures related to our dealership
        facilities
     *  our dealership operations may not perform at expected levels or
        achieve expected improvements
     *  we may not achieve expected future cost savings and our future costs
        could be higher than we expected
     *  our cost of financing could increase significantly
     *  new accounting standards could materially impact our reported earnings
        per share

This information and additional factors that could affect our operating results and performance are described in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations -- Cautionary Statement About Forward-Looking Statements; -Impact of Acquisitions on Growth; -- Dependence on the Success of Our Manufacturers; -- Cyclicality and -- Seasonality in our Form 10-K for the year ended December 31, 2000.

All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement.

                           Group 1 Automotive, Inc.
                           Statements of Operations
                                 (Unaudited)
               (In thousands of dollars, except share amounts)

                            Three Months Ended        Twelve Months Ended
                               December 31,                December 31,
                            2001          2000        2001          2000
    REVENUES:
    New vehicles          $629,757      $506,390   $2,365,008    $2,165,954
    Used vehicles          284,189       228,820    1,133,066     1,003,759
    Parts & service         91,472        79,308      360,201       306,089
    Other dealership
     revenues, net          34,491        26,623      138,099       110,344
       Total revenues    1,039,909       841,141    3,996,374     3,586,146

    COST OF SALES:
    New vehicles           582,195       465,865    2,185,939     1,996,264
    Used vehicles          264,195       212,087    1,042,853       923,819
    Parts & service         40,488        35,784      160,330       138,626
       Total cost of sales 886,878       713,736    3,389,122     3,058,709

    Gross Profit           153,031       127,405      607,252       527,437

    SELLING, GENERAL AND
     ADMINISTRATIVE
     EXPENSES              114,667        95,871      458,546       393,679

    Income from operations
     before non-cash
     charges                38,364        31,534      148,706       133,758

    DEPRECIATION EXPENSE     2,237         1,916        8,216         7,587

    AMORTIZATION EXPENSE     2,313         2,229        9,142         8,451

    Income from operations  33,814        27,389      131,348       117,720

    OTHER INCOME (EXPENSE):
    Floorplan interest
     expense                (4,770)      (10,279)     (27,935)      (37,536)
    Other interest expense,
     net                    (2,809)       (3,909)     (13,863)      (15,500)
    Other income (expense),
     net                      (176)          115         (128)        1,142

    INCOME BEFORE INCOME
     TAXES                  26,059        13,316       89,422        65,826

    PROVISION FOR INCOME
     TAXES                   9,902         5,060       33,980        25,014

    NET INCOME             $16,157        $8,256      $55,442       $40,812

    Basic earnings per
     share                   $0.74         $0.41        $2.75         $1.91
    Diluted earnings per
     share                   $0.68         $0.41        $2.59         $1.88
    Diluted cash flow per
     share                   $0.88         $0.61        $3.40         $2.62

    Weighted average
     shares outstanding:
       Basic            21,840,113    19,926,654   20,137,661    21,377,902
       Diluted          23,636,958    20,182,088   21,415,154    21,709,833

    Other Data:
    Gross margin              14.7%         15.1%        15.2%         14.7%
    Operating margin           3.3%          3.3%         3.3%          3.3%
    Pretax income margin       2.5%          1.6%         2.2%          1.8%
    EBITDA                 $38,188       $31,649     $148,578      $134,900

    Retail new vehicles
     sold                   23,652        19,535       90,615        86,729
    Retail used vehicles
     sold                   17,143        13,327       67,927        59,144
       Total retail unit
        sales               40,795        32,862      158,542       145,873


                           Group 1 Automotive, Inc.
                    Condensed Consolidated Balance Sheets
                                (In thousands)

                                                 December 31,    December 31,
                                                      2001          2000
                                                  (unaudited)     (audited)

    ASSETS
    Current assets:
    Cash and cash equivalents                       $147,212       $140,878
    Inventories, net                                 454,961        527,101
    Other assets, net                                 59,759         52,560
       Total current assets                          661,932        720,539

    Property and equipment, net                       83,011         70,901
    Intangible assets, net                           282,527        285,892
    Other assets                                      26,955         22,221
       Total assets                               $1,054,425     $1,099,553

    LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
     Floorplan notes payable                        $364,954       $536,707
     Other interest-bearing liabilities                1,687          1,506
     Accounts payable and accrued expenses           140,578        127,557
       Total current liabilities                     507,219        665,770

    Debt                                              95,499        140,393
    Other liabilities                                 59,464         45,974
    Stockholders' equity                             392,243        247,416
    Total liabilities and stockholders' equity    $1,054,425     $1,099,553

    OTHER DATA:

    Working capital                                 $154,713        $54,769

    Current ratio                                       1.31           1.08

    Long-term debt to capitalization                      20%            36%

    Last 12 months return on average equity             19.3%          16.6%