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Group 1 Automotive Reports Third-Quarter Results

HOUSTON--Oct. 2, 20048, 2004--

  Company Records Atlanta Impairment Charge  



Group 1 Automotive, Inc. , a Fortune 500 specialty retailer, today reported a third-quarter net loss of $9.6 million, or $0.42 per diluted share, on revenues of $1.5 billion for the three months ended Sept. 30, 2004. These results include a non-cash, after-tax charge of $29.4 million, or $1.26 per diluted share, related to the impairment of goodwill at the company's Atlanta platform.

Excluding the impact of the impairment, third-quarter net income was $19.8 million, or $0.84 per diluted share, compared with net income of $21.7 million, or $0.92 per diluted share, in the prior-year period.

Third-Quarter Highlights:

-- Total revenues increased 23.6 percent

-- New vehicle revenues increased 24.5 percent

-- Parts & service revenues grew 26.7 percent

-- Gross profit increased 18.2 percent to $229.9 million


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

                               Three Months Ended   Nine Months Ended
                                  September 30,       September 30,
                               ------------------- -------------------
                                 2004      2003      2004      2003
                                --------  --------  --------  --------
 Revenues                      $1,532.4  $1,239.5  $3,994.3  $3,417.2
 Gross Profit                  $  229.9  $  194.4  $  611.8  $  548.1
 Income from Operations        $    1.4  $   42.9  $   68.6  $  114.6
 Net Income (Loss)             $   (9.6) $   21.7  $   16.6  $   56.5
 Diluted Earnings (Loss)
     per Share                 $  (0.42) $   0.92  $   0.71  $   2.42

Results for the Third Quarter

During the third quarter, revenues grew 23.6 percent to $1.5 billion from $1.2 billion during the same period last year. This increase was attributable to acquisitions, as same store revenues decreased 1.4 percent from the third quarter of 2003. New vehicle revenues grew 24.5 percent on a unit sales increase of 19.4 percent. Used vehicle retail revenues increased 15.0 percent on unit sales that were 7.2 percent higher. Parts and service revenues grew 26.7 percent, while finance and insurance revenues increased 8.9 percent.

Gross margin for the quarter was 15.0 percent, compared with 15.7 percent during the year-ago period, reflecting the cumulative effect of declines in margins across the board. These margin declines reflected increased competition for new and used vehicle sales due, in part, to heavy manufacturer incentives on domestic vehicles, and lower-margin wholesale sales growing at a faster pace than retail sales for used vehicles. Despite this decline, gross profit for the quarter increased 18.2 percent to $229.9 million from $194.4 million in the prior year, due largely to the revenue growth noted above.

Upon completion of the goodwill recoverability assessment announced Oct. 21, 2004, the company determined that the fair market value of its Atlanta platform no longer supported the carrying value of the goodwill and certain other long-lived assets associated with it. As a result, the company recorded a non-cash, pretax charge of $41.4 million, which equates to $29.4 million after tax, or $1.26 per diluted share. The company determined the impairment charge in accordance with Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," and SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The charge recorded by the company reflects its estimate of the fair value of the Atlanta platform. The company may adjust the amount of this charge based on the results of a third-party valuation expected to be completed in the fourth quarter of 2004.

The company reported income from operations of $1.4 million. Excluding the impairment charge, operating margin was 2.8 percent, compared with 3.5 percent during the year-ago period. This decline reflected the above-noted decline in gross margin, as well as a 23.4 percent increase in selling, general and administrative (SG&A) expenses from the third quarter of 2003. This increase in SG&A expenses was largely attributable to acquisitions and partially offset by slightly lower same store SG&A expenses. Income from operations was $42.7 million versus $42.9 million in 2003, a 0.4 percent decline, as the increase in SG&A expenses was partially offset by the increase in gross profit.

"The quarter reflected market challenges that we've seen throughout the year, and we continued to experience margin pressures," said B.B. Hollingsworth Jr., Group 1's chairman, president and chief executive officer. "Despite this challenging environment, we had solid performances from our New England, Dallas and Los Angeles platforms, as well as our Honda and luxury brands. Unfortunately, our Atlanta platform has continued to struggle and, while we are working diligently to resolve the problems there, it was appropriate that we take the impairment charge."

Nine-Month Performance

For the first nine months of 2004, revenues reached $4.0 billion, a 16.9 percent increase from $3.4 billion in 2003. Same store revenues grew 2.7 percent, compared with a 5.9 percent decline the previous year. New vehicle revenues grew 19.0 percent on a 15.4 percent increase in unit sales. Used vehicle retail revenues grew 7.3 percent on a unit sales increase of 2.7 percent. Parts and service and finance and insurance revenues grew 17.3 percent and 4.0 percent, respectively.

Gross margin fell to 15.3 percent from 16.0 percent in 2003. Despite this decline, gross profit increased 11.6 percent to $611.8 million from $548.1 million in the prior year, primarily due to revenue growth. The company reported income from operations of $68.6 million. Excluding the impairment charge, operating margin was 2.8 percent, compared with 3.4 percent for the year-ago period. Income from operations fell 4.1 percent to $110.0 million from $114.6 million, as an increase in SG&A expenses was partially offset by the increase in gross profit. This increase in SG&A expenses was attributable to the same items that contributed to the third-quarter increase, as well as a pretax charge of $2.8 million, which equates to $1.8 million after tax, or $0.08 per diluted share, related to a severe hailstorm that hit the company's Amarillo, Texas, dealerships in June.

Including the impairment charge, net income was $16.6 million, or $0.71 per diluted share. These results also include $0.09 in charges resulting from weather-related losses and a previously announced $0.17 charge related to the redemption of all of the company's 10 7/8% senior subordinated notes on March 1, 2004. Excluding the impairment charge, earnings per diluted share were $1.96 on net income of $46.0 million. This compares with earnings per diluted share of $2.42 on net income of $56.5 million during the first nine months of 2003.

Acquisition Update

As announced on Sept. 9, 2004, Group 1 acquired the Hassel Auto Group in New York and opened the Ira Nissan Woburn add-point dealership in the Boston market.

Year to date, Group 1 has added 23 franchises with expected annual revenues of approximately $1.2 billion. The aggregate consideration paid for these acquisitions was approximately $221.7 million in cash, net of cash received, the assumption of approximately $109.7 million in inventory financing and 394,313 shares of Group 1 common stock. The cash portion of these transactions was funded with a combination of cash on hand and borrowings under the company's revolving credit facility.

"We have surpassed our full-year acquisition target of $1 billion of expected aggregate annual revenues, shifting our brand mix by acquiring primarily import and luxury franchises," said Hollingsworth. "The brand mix of these acquired franchises is 24 percent domestic and 76 percent import, including 39 percent luxury." Hollingsworth noted that the company does not anticipate closing any additional platform acquisitions for the remainder of the year.

Management's Outlook

Group 1 reaffirmed its revised full-year 2004 earnings guidance announced on Oct. 21, 2004, of $2.70 to $2.80 per diluted share. This guidance includes the $0.09 per diluted share in weather-related losses. It excludes the $0.17 per diluted share charge from the March 2004 notes redemption, the $1.26 per diluted share charge from the Atlanta impairment and any future acquisitions.

Hollingsworth stated, "As we navigate through this challenging automotive retailing market, our priorities for the remainder of the year include integrating the dealerships we have acquired, remedying the situation in Atlanta and improving our margins."

Third-Quarter Conference Call

About Group 1 Automotive, Inc.

Group 1 currently owns 95 automotive dealerships comprised of 141 franchises, 33 brands and 32 collision service centers located in California, Colorado, Florida, Georgia, Louisiana, Massachusetts, New Jersey, New Mexico, New York, Oklahoma and Texas. 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 can be reached on the Internet at www.group1auto.com.

FINANCIAL TABLES TO FOLLOW

                       Group 1 Automotive, Inc.
                Consolidated Statements of Operations
    (Unaudited) (Dollars in thousands, except share and per share)

                         Three Months Ended       Nine Months Ended
                            September 30,           September 30,
                       ----------------------- -----------------------
                           2004        2003        2004        2003
                       ----------- ----------- ----------- -----------
REVENUES:
New vehicle retail
 sales                   $962,021    $772,632  $2,451,916  $2,059,840
Used vehicle retail
 sales                    265,544     230,978     737,541     687,132
Used vehicle wholesale
 sales                    101,551      69,102     264,848     195,551
Parts and service sales   154,285     121,792     409,588     349,184
Retail finance fees        19,052      17,111      51,222      48,474
Vehicle service
 contract fees             19,544      17,170      50,256      47,804
Other finance and
 insurance revenues, net   10,410      10,705      28,964      29,176
                       ----------- ----------- ----------- -----------
     Total revenues     1,532,407   1,239,490   3,994,335   3,417,161

COST OF SALES:
New vehicle retail sales  895,634     716,014   2,280,237   1,909,026
Used vehicle retail
 sales                    232,779     203,428     647,018     603,268
Used vehicle wholesale
 sales                    104,132      71,373     270,026     201,832
Parts and service sales    69,978      54,228     185,232     154,924
                       ----------- ----------- ----------- -----------
     Total cost of
      sales             1,302,523   1,045,043   3,382,513   2,869,050

Gross Profit              229,884     194,447     611,822     548,111

SELLING, GENERAL AND
 ADMINISTRATIVE
 EXPENSES                 182,577     147,913     489,125     422,930
DEPRECIATION AND
 AMORTIZATION EXPENSE       4,579       3,623      12,745      10,564
IMPAIRMENT OF GOODWILL
 AND LONG-LIVED ASSETS     41,373          --      41,373          --
                       ----------- ----------- ----------- -----------

Income from operations      1,355      42,911      68,579     114,617

OTHER INCOME AND (EXPENSE):
Floorplan interest
 expense, excluding
 manufacturer interest
 assistance                (6,554)     (4,811)    (16,916)    (16,493)
Other interest 
 expense, net              (4,463)     (3,915)    (12,867)     (8,618)
Loss on redemption of
 senior subordinated
 notes                         --          --      (6,381)         --
Other expense, net           (104)        (18)       (247)       (107)
                       ----------- ----------- ----------- -----------

INCOME (LOSS) BEFORE
 INCOME TAXES              (9,766)     34,167      32,168      89,399

PROVISION (BENEFIT)
 FOR INCOME TAXES            (151)     12,473      15,582      32,909
                       ----------- ----------- ----------- -----------

NET INCOME (LOSS)         $(9,615)    $21,694     $16,586     $56,490
                       =========== =========== =========== ===========

Basic earnings (loss)
 per share                 $(0.42)      $0.96       $0.73       $2.51
Diluted earnings
 (loss) per share          $(0.42)      $0.92       $0.71       $2.42

Weighted average
 shares outstanding:
     Basic             22,946,245  22,642,168  22,684,982  22,499,158
     Diluted           22,946,245  23,611,631  23,229,153  23,299,130

OTHER DATA:
Gross margin                15.0 %      15.7 %      15.3 %      16.0 %
Operating margin             0.1 %       3.5 %       1.7 %       3.4 %
Pretax income margin       (0.6) %       2.8 %       0.8 %       2.6 %
Same store revenues        (1.4) %      (4.7)%       2.7 %      (5.9)%
Manufacturer floorplan
 assistance                $9,499      $7,639     $24,457     $20,452

Retail new vehicles sold   33,991      28,477      87,864      76,117
Retail used vehicles sold  17,707      16,521      50,318      49,000
                       ----------- ----------- ----------- -----------
     Total retail sales    51,698      44,998     138,182     125,117
                       ----------- ----------- ----------- -----------
Wholesale used vehicles 
 sold                      13,831      11,985      36,515      32,796



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

                                            September 30, December 31,
                                                2004          2003
                                            ------------- ------------
                                             (unaudited)   (audited)
ASSETS:
Current assets:
 Cash                                            $34,591      $25,441
 Contracts-in-transit and vehicle
  receivables, net                               162,288      143,260
 Inventories                                     807,623      671,279
 Other current assets                             99,752       90,943
                                            ------------- ------------
 Total current assets                          1,104,254      930,923
                                            ------------- ------------

Property and equipment, net                      161,391      131,647
Goodwill and intangible assets, net              558,968      390,867
Investments and deferred costs from
 insurance and vehicle service contract sales     24,089       28,263
Other assets                                       5,330        6,465
                                            ------------- ------------
 Total assets                                 $1,854,032   $1,488,165
                                            ============= ============


LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
 Floorplan notes payable                        $749,304     $493,568
 Current maturities of long-term debt                969          910
 Accounts payable and accrued expenses           189,860      159,915
                                            ------------- ------------
 Total current liabilities                       940,133      654,393
                                            ------------- ------------

Long-term debt                                   273,179      230,178
Other liabilities                                 57,604       44,730
                                            ------------- ------------
 Total liabilities before deferred revenues    1,270,916      929,301
                                            ------------- ------------

Deferred revenues                                 33,301       40,755
Stockholders' equity                             549,815      518,109
                                            ------------- ------------
 Total liabilities and stockholders' equity   $1,854,032   $1,488,165
                                            ============= ============

OTHER DATA:

Working capital                                 $164,121     $276,530

Current ratio                                       1.17         1.42

Long-term debt to capitalization                      33%          31%

Last 12 months return on average equity                7%          16%



                       Group 1 Automotive, Inc.
                 Third-Quarter Additional Information
                             (Unaudited)

                                           Nine Months Ended Sept. 30,
                                           ---------------------------
NEW VEHICLE UNIT SALES GEOGRAPHIC MIX             2004        2003
-----------------------------                  ----------- -----------
California                                           14.5%       12.0%
New England                                          13.0        12.7
Oklahoma                                             12.5        14.3
Houston                                              11.8        12.5
Central Texas                                         8.0         7.6
New Orleans                                           6.7         6.4
West Texas                                            6.4         6.9
Florida                                               6.2         7.8
Dallas                                                5.5         6.0
Atlanta                                               5.3         6.0
Rocky Mountain                                        4.1         4.5
New Jersey                                            2.8          --
Beaumont                                              2.7         3.3
New York                                              0.5          --
                                               -----------
    Total                                           100.0%      100.0%

                                           Nine Months Ended Sept. 30,
                                           ---------------------------
NEW VEHICLE UNIT SALES BRAND MIX                  2004        2003
-----------------------------                  ----------- -----------
Toyota/Scion/Lexus                                   27.5%       25.7%
Ford                                                 21.1        26.0
DaimlerChrysler                                      13.9        11.8
GM                                                   11.0        10.4
Nissan/Infiniti                                      10.7        10.2
Honda/Acura                                           9.8        10.1
Other                                                 6.0         5.8
                                               ----------- -----------
    Total                                           100.0%      100.0%

Domestic/Imports Mix                           43.2%/56.8% 46.9%/53.1%

% from Luxury Brands                                 12.7%       11.6%

Car/Truck Mix                                  42.5%/57.5% 42.0%/58.0%

                               Three Months          Nine Months 
                               Ended Sept. 30,      Ended Sept. 30,
                              ---------------- -----------------------
INDIVIDUAL PRODUCT DATA         2004     2003     2004        2003
----------------------------- ------- -------- ----------- -----------
New vehicle retail gross margin  6.9%     7.3%        7.0%        7.3%
New vehicle gross profit per
 retail unit                  $1,953   $1,988      $1,954      $1,981

Used vehicle retail gross
 margin                         11.4%    10.9%       11.6%       11.3%
Used vehicle gross profit per
 retail unit                  $1,705   $1,530      $1,696      $1,583

Parts & service gross margin    54.6%    55.5%       54.8%       55.6%

Finance & insurance revenues,
 net per retail unit            $948   $1,000        $944      $1,003

                               Three Months          Nine Months 
                               Ended Sept. 30,      Ended Sept. 30,
                              ---------------- -----------------------
SAME STORE REVENUES            2004    2003       2004        2003
----------------------------- ------- -------- ----------- -----------
New vehicle retail sales      (2.5) %  (4.4) %       3.3 %     (6.7) %
Used vehicle retail sales     (4.1) % (14.5) %      (3.3)%    (11.4) %
Used vehicle wholesale sales  20.4  %  10.7  %      21.4 %      6.2  %
Parts & service sales          0.2  %   8.4  %       3.2 %      5.9  %
Finance & insurance revenues,
 net                          (8.2) %  (6.1) %      (5.2)%     (6.9) %
Total revenues                (1.4) %  (4.7) %       2.7 %     (5.9) %