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Group 1 Automotive Reports 2005 First-Quarter Results

HOUSTON--May 4, 2005--

  Company Updates 2005 Earnings Guidance  



Group 1 Automotive, Inc. , a Fortune 500 specialty retailer, today reported first-quarter income before cumulative effect of a change in accounting principle of $14.4 million, or $0.60 per diluted share, on revenues of $1.4 billion. This compares with $10.5 million, or $0.45 per diluted share, on revenues of $1.1 billion in the first quarter of 2004.

The prior-year results include an after-tax charge of $4.0 million, or $0.17 per diluted share, related to the early redemption of certain of the company's senior subordinated notes. Excluding this charge, first-quarter 2004 earnings were $0.62 per diluted share.

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

                                                   Three Months Ended
                                                        March 31,
                                                   -------------------
                                                     2005      2004
                                                   --------- ---------
 Revenues                                          $1,396.7  $1,147.0
 Gross Profit                                        $224.5    $183.4
 Income from Operations                               $36.6     $33.2
 Income before Cumulative Effect of a
     Change in Accounting Principle                   $14.4     $10.5
 Diluted Earnings per Share before Cumulative
     Effect of a Change in Accounting Principle       $0.60     $0.45

Results for the First Quarter

During the first quarter, total revenues increased 21.8 percent, to $1.4 billion from $1.1 billion during the same period last year, due largely to acquisitions made in 2004. On a same store basis, total revenues grew 0.1 percent, highlighted by a 3.7 percent increase in parts and service. Same store new and total used vehicle revenues were down 0.1 percent and 1.0 percent, respectively, while same store finance and insurance revenues were 0.1 percent lower.

Gross profit for the quarter was $224.5 million, a 22.4 percent increase from $183.4 million in the prior-year period. On a same store basis, gross profit for the quarter grew 1.7 percent, highlighted by a 4.4 percent increase in total used vehicles and a 2.7 percent increase in parts and service. Same store gross profit for new vehicle sales was also up slightly from the prior-year period. Same store gross margin increased to 16.2 percent from 16.0 percent in the year-ago period. This increase was due largely to an increase in parts and service revenues as a percentage of total revenues, as well as a 50 basis point increase in total used vehicle gross margins.

The company reported income from operations of $36.6 million in the first quarter, a 10.1 percent increase from $33.2 million in the first quarter of 2004. Operating margin was 2.6 percent, compared with 2.9 percent in 2004. On a same store basis, operating margin declined to 2.7 percent from 2.9 percent in the prior-year period, as the above-noted increase in same store gross profit was more than offset by a 90 basis point increase in selling, general and administrative (SG&A) expenses as a percentage of gross profit.

During September 2004, the SEC staff issued Staff Announcement D-108, "Use of the Residual Method to Value Acquired Assets Other Than Goodwill" (EITF D-108), which, among other things, required that a "direct" method be used to determine the fair value of intangible assets other than goodwill in connection with impairment testing under Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." As required by EITF D-108, during the first quarter, the company performed an impairment test using a direct method on all intangible assets that were previously valued using a "residual" method. Upon completion of this test, the carrying value of some of the company's intangible franchise rights exceeded the newly determined fair value of such assets. As a result, the company recorded a non-cash, after-tax charge of $16.0 million, or $0.67 per diluted share. As required per EITF D-108, the charge is reported in the company's first-quarter income statement as a cumulative effect of a change in accounting principle.

Including this charge, the company's net loss for the quarter was $1.6 million, or $0.07 per diluted share, compared with $0.45 per diluted share on net income of $10.5 million during 2004.

Management's Outlook

Group 1 announced that it expects to report 2005 earnings of $2.95 to $3.05 per diluted share before cumulative effect of a change in accounting principle. However, as a result of the SEC's recent announcement delaying the implementation of SFAS No. 123(R), "Share Based Payment," this guidance now excludes the previously estimated negative impact of $0.07 per diluted share related to the expensing of stock based compensation in the second half of 2005. The company's full-year guidance also excludes any future acquisitions. The guidance is based on average diluted shares outstanding of 24.1 million.

"We expect overall sales volumes to remain stable, but the intense competition among all brands will continue to put pressure on our margins," said Earl J. Hesterberg, Group 1's president and chief executive officer. "During the coming months, we will be re-examining our operations and making adjustments to improve operating processes and enhance overall profitability. In addition, we will place an even greater emphasis on inventory management and cost control."

The company reaffirmed its previously established full-year 2005 acquisition target of $300 million in anticipated aggregate annual revenues, noting that although it continues to seek accretive acquisitions that fit its stringent criteria, it will be at a much slower pace than in 2004. In February, Group 1 announced the January acquisition of two franchises with an estimated $46 million in annual revenues.

First-Quarter Conference Call

Group 1 will hold a conference call to discuss its first-quarter results at 10 a.m. EDT on Wednesday, May 4. The call will be simulcast live on the Internet at www.group1auto.com through the Investor Relations section. A replay will be available for 30 days.

About Group 1 Automotive, Inc.

Group 1 owns 96 automotive dealerships comprised of 142 franchises, 33 brands and 31 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.

This press release and the attached schedules contain financial measures that have not been calculated in accordance with U.S. generally accepted accounting principles, or GAAP. These non-GAAP financial measures include net income and diluted earnings per share for the three-month period ended March 31, 2004, adjusted to exclude special items disclosed in the attached schedules. As required by SEC rules, the company has provided in the attachments to this press release reconciliations of these measures to the most directly comparable GAAP measures, as well as a discussion as to why the company believes these measures may be important to investors.

This press release contains "forward-looking statements," which are statements related to future, not past events. In this context, the forward-looking statements often include statements regarding our goals, plans, projections and guidance regarding our financial position, results of operations, market position, pending and potential future acquisitions and business strategy, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "seeks" or "will." Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, (a) general economic conditions, (b) the level of manufacturer incentives, (c) the future regulatory environment, (d) our ability to obtain an inventory of desirable new and used vehicles, (e) our relationship with our automobile manufacturers and the willingness of manufacturers to approve future acquisitions, (f) our cost of financing and the availability of credit for consumers, (g) our ability to complete acquisitions and the risks associated with acquisitions, and (h) our ability to retain key personnel. These factors, as well as additional factors that could affect our forward-looking statements, are described in our Form 10-K under the headings "Business--Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." We urge you to carefully consider this information. We undertake no duty to update our forward-looking statements, including our earnings outlook.

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


                                       Three Months Ended March 31,
                                     ---------------------------------
                                        2005        2004     % Change
                                     ----------- ----------- ---------
 REVENUES:
 New vehicle retail sales              $833,945    $675,977      23.4%
 Used vehicle retail sales              261,545     230,655      13.4
 Used vehicle wholesale sales            96,194      76,191      26.3
 Parts and service                      159,460     124,020      28.6
 Finance and insurance                   45,583      40,184      13.4
                                     ----------- ----------- ---------
   Total revenues                     1,396,727   1,147,027      21.8%

 COST OF SALES:
 New vehicle retail sales               774,833     628,084      23.4%
 Used vehicle retail sales              228,169     202,085      12.9
 Used vehicle wholesale sales            96,076      77,171      24.5
 Parts and service                       73,159      56,259      30.0
                                     ----------- ----------- ---------
   Total cost of sales                1,172,237     963,599      21.7%

 GROSS PROFIT                           224,490     183,428      22.4%

 SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES                              182,282     146,664      24.3%

 DEPRECIATION AND AMORTIZATION
  EXPENSE                                 5,623       3,548      58.5%
                                     ----------- ----------- ---------

 INCOME FROM OPERATIONS                  36,585      33,216      10.1%

 OTHER INCOME (EXPENSE):
 Floorplan interest expense              (8,665)     (4,881)     77.5%
 Other interest expense, net             (5,124)     (5,138)     (0.3)
 Loss on redemption of senior
  subordinated notes                          -      (6,381)   (100.0)
 Other expense, net                         (11)        (24)    (54.2)
                                     ----------- ----------- ---------

 INCOME BEFORE INCOME TAXES              22,785      16,792      35.7%

 PROVISION FOR INCOME TAXES               8,385       6,305      33.0%
                                     ----------- ----------- ---------

 INCOME BEFORE CUMULATIVE EFFECT OF A
  CHANGE IN ACCOUNTING PRINCIPLE         14,400      10,487      37.3

 CUMULATIVE EFFECT OF A CHANGE IN
  ACCOUNTING PRINCIPLE, NET OF TAX
  BENEFIT OF $10,231                    (16,038)          -         -
                                     ----------- ----------- ---------

 NET INCOME (LOSS)                      $(1,638)    $10,487   (115.6)%
                                     =========== =========== =========

 DILUTED EARNINGS (LOSS) PER SHARE:
 Income before cumulative effect of a
  change in accounting principle          $0.60       $0.45      33.3%
 Cumulative effect of a change in
  accounting principle                    (0.67)          -         -
                                     ----------- -----------
 Net income (loss)                       $(0.07)      $0.45    (115.6)
                                     =========== ===========

 Weighted average diluted shares
  outstanding                        23,885,574  23,389,805       2.1%




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


                                   March 31,  December 31,
                                     2005        2004      % Change
                                  ----------- ------------ ----------
ASSETS:

CURRENT ASSETS:
   Cash and cash equivalents         $27,443      $37,750      (27.3)%
   Contracts in transit and
    vehicle receivables, net         164,772      172,402       (4.4)
   Accounts and notes receivable,
    net                               76,943       76,687        0.3
   Inventories                       916,610      877,575        4.4
   Deferred income taxes              16,842       14,755       14.1
   Prepaid expenses and other
    current assets                    21,685       26,046      (16.7)
                                  ----------- ------------ ----------
     Total current assets          1,224,295    1,205,215        1.6
PROPERTY AND EQUIPMENT, net          161,475      160,297        0.7
GOODWILL                             371,662      366,673        1.4
INTANGIBLE FRANCHISE RIGHTS          163,334      187,135      (12.7)
OTHER ASSETS                          27,895       27,900       (0.0)
                                  ----------- ------------ ----------
     Total assets                 $1,948,661   $1,947,220        0.1%
                                  =========== ============ ==========

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
   Floorplan notes payable          $853,328     $848,260        0.6%
   Current maturities of long-
    term debt                          1,135        1,054        7.7
   Accounts payable                  115,147      108,920        5.7
   Accrued expenses                   92,773       91,528        1.4
                                  ----------- ------------ ----------
     Total current liabilities     1,062,383    1,049,762        1.2
LONG-TERM DEBT, net of current
 maturities                          158,344      156,747        1.0
ACQUISITION LINE                      76,000       84,000       (9.5)
DEFERRED INCOME TAXES                 25,215       33,197      (24.0)
OTHER LIABILITIES                     25,605       24,288        5.4
                                  ----------- ------------ ----------
     Total liabilities before
      deferred revenues            1,347,547    1,347,994       (0.0)
                                  ----------- ------------ ----------

DEFERRED REVENUES                     30,001       32,052       (6.4)

STOCKHOLDERS' EQUITY:
   Common stock                          240          239        0.4
   Additional paid-in capital        267,491      265,645        0.7
   Retained earnings                 317,293      318,931       (0.5)
   Accumulated other
    comprehensive loss                  (203)        (173)      17.3
   Deferred stock-based
    compensation                      (3,875)           -        N/A
   Treasury stock                     (9,833)     (17,468)     (43.7)
                                  ----------- ------------ ----------
     Total stockholders' equity      571,113      567,174        0.7
                                  ----------- ------------ ----------
     Total liabilities and
      stockholders' equity        $1,948,661   $1,947,220        0.1%
                                  =========== ============ ==========


BALANCE SHEET DATA:
   Working capital                  $161,912     $155,453        4.2%
   Current ratio                        1.15         1.15          -

   Long-term debt to
    capitalization                        29%          30%

   Inventory days supply: (1)
     New vehicle                          69           70       (1.4)%
     Used vehicle                         26           29      (10.3)

(1) Inventory days supply equals units in inventory as of the end of
    the period, divided by unit sales for the month then ended, times
    30 days.




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

                                                  Three Months Ended
                                                      March 31,
                                                ----------------------
                                                   2005       2004
                                                ----------- ----------
NEW VEHICLE UNIT SALES GEOGRAPHIC MIX:
  Platform                         State(s)
  -------------------------------- -------------
  Ira Motor Group                  Massachusetts      12.9%      12.5%
  Sterling McCall Automotive Group Texas              12.4       12.5
  Miller Automotive Group          California         11.8       12.1
  Bob Howard Auto Group            Oklahoma           11.2       12.7
  Maxwell Automotive Group         Texas               7.5        7.7
  Gene Messer Auto Group           Texas               7.0        9.4
  Peterson Automotive Group        California          6.4          -
  Group 1 Florida                  Florida             6.0        6.7
  Bohn Automotive Group            Louisiana           5.5        7.2
  Group 1 Atlanta                  Georgia             4.6        5.7
  Rocky Mountain Automotive Group  Colorado/New
                                    Mexico             3.7        4.2
  Courtesy Auto Group              Texas               3.1        3.9
  David Michael Motor Group        New Jersey          2.9        2.4
  Mike Smith Automotive Group      Texas               2.6        3.0
  Hassel Auto Group                New York            2.4          -
                                                ----------- ----------
                                                     100.0%     100.0%

NEW VEHICLE UNIT SALES BRAND MIX:
  Toyota/Scion/Lexus                                  28.4%      26.9%
  Ford                                                18.4       22.7
  DaimlerChrysler                                     14.6       13.3
  Nissan/Infiniti                                     12.4       11.6
  GM                                                  10.1       10.6
  Honda/Acura                                          9.2       10.3
  Other                                                6.9        4.6
                                                ----------- ----------
                                                     100.0%     100.0%

NEW VEHICLE UNIT OTHER MIX:
  Domestic                                            38.4%      44.6%
  Import                                              46.1       43.3
  Luxury                                              15.5       12.1
                                                ----------- ----------
                                                     100.0%     100.0%

  Car                                                 45.7%      41.7%
  Truck                                               54.3       58.3
                                                ----------- ----------
                                                     100.0%     100.0%




                       Group 1 Automotive, Inc.
                Additional Information - Consolidated
                             (Unaudited)
           (Dollars in thousands, except per unit amounts)


                                     Three Months Ended March 31,
                                  -----------------------------------
                                     2005        2004      % Change
                                  ----------- ----------- -----------
REVENUES:
  New vehicle retail sales          $833,945    $675,977        23.4%
  Used vehicle retail sales          261,545     230,655        13.4
  Used vehicle wholesale sales        96,194      76,191        26.3
                                  ----------- ----------- -----------
    Total used                       357,739     306,846        16.6
  Parts and service                  159,460     124,020        28.6
  Finance and insurance               45,583      40,184        13.4
                                  ----------- ----------- -----------
    Total                         $1,396,727  $1,147,027        21.8%

GROSS MARGIN:
  New vehicle retail sales               7.1%        7.1%
  Used vehicle retail sales             12.8        12.4
  Used vehicle wholesale sales           0.1        (1.3)
                                  ----------- -----------
    Total used                           9.4         9.0
  Parts and service                     54.1        54.6
  Finance and insurance                100.0       100.0
                                  ----------- -----------
    Total                               16.1%       16.0%

GROSS PROFIT (LOSS):
  New vehicle retail sales           $59,112     $47,893        23.4%
  Used vehicle retail sales           33,376      28,570        16.8
  Used vehicle wholesale sales           118        (980)      112.0
                                  ----------- ----------- -----------
    Total used                        33,494      27,590        21.4
  Parts and service                   86,301      67,761        27.4
  Finance and insurance               45,583      40,184        13.4
                                  ----------- ----------- -----------
    Total                           $224,490    $183,428        22.4%

UNITS SOLD:
  Retail new vehicles sold            28,833      24,432        18.0%
  Retail used vehicles sold           17,242      16,186         6.5
  Wholesale used vehicles sold        12,448      10,790        15.4
                                  ----------- ----------- -----------
    Total used                        29,690      26,976        10.1%

GROSS PROFIT (LOSS) PER UNIT SOLD:
  New vehicle retail sales            $2,050      $1,960         4.6%
  Used vehicle retail sales            1,936       1,765         9.7
  Used vehicle wholesale sales             9         (91)      109.9
                                  ----------- ----------- -----------
    Total used                        $1,128      $1,023        10.3%
  Finance and insurance (per
   retail unit)                          989         989           -

OTHER:
  Adjusted used gross margin(1)         12.8%       12.0%
  Adjusted used gross profit per
   retail unit(2)                     $1,943      $1,705        14.0%
  SG&A expenses                     $182,282    $146,664        24.3%
  SG&A as % revenues                    13.1%       12.8%
  SG&A as % gross profit                81.2%       80.0%
  Operating margin                       2.6%        2.9%
  Pretax income margin                   1.6%        1.5%
  Floorplan interest                 $(8,665)    $(4,881)       77.5%
  Floorplan assistance                 8,179       6,699        22.1
                                  ----------- ----------- -----------
    Net floorplan benefit
     (expense)                         $(486)     $1,818     (126.7)%

(1) Adjusted used gross margin equals total used gross profit, which
    includes net wholesale loss, divided by used vehicle retail sales
    revenues. The profit or loss on wholesale sales is included in
    this number, as these transactions facilitate retail vehicle sales
    and are not expected to generate profit.

(2) Adjusted used gross profit per retail unit equals total used
    vehicle gross profit, which includes net wholesale loss, divided
    by used vehicle retail unit sales. The profit or loss on wholesale
    sales are included in this number, as these transactions
    facilitate retail vehicle sales and are not expected to generate
    profit.




                       Group 1 Automotive, Inc.
                Additional Information - Same Store(1)
                             (Unaudited)
           (Dollars in thousands, except per unit amounts)


                                      Three Months Ended March 31,
                                   ----------------------------------
                                      2005        2004     % Change
                                   ----------- ----------- ----------
REVENUES:
 New vehicle retail sales            $675,505    $675,977       (0.1)%
 Used vehicle retail sales            223,671     230,655       (3.0)
 Used vehicle wholesale sales          80,002      76,191        5.0
                                   ----------- ----------- ----------
   Total used                         303,673     306,846       (1.0)
 Parts and service                    128,575     124,020        3.7
 Finance and insurance                 40,139      40,184       (0.1)
                                   ----------- ----------- ----------
   Total                           $1,147,892  $1,147,027        0.1%

GROSS MARGIN:
 New vehicle retail sales                 7.1%        7.1%
 Used vehicle retail sales               12.8        12.4
 Used vehicle wholesale sales             0.2        (1.3)
                                   ----------- -----------
   Total used                             9.5         9.0
 Parts and service                       54.1        54.6
 Finance and insurance                  100.0       100.0
                                   ----------- -----------
   Total                                 16.2%       16.0%

GROSS PROFIT (LOSS):
 New vehicle retail sales             $48,034     $47,893        0.3%
 Used vehicle retail sales             28,646      28,570        0.3
 Used vehicle wholesale sales             149        (980)     115.2
                                   ----------- ----------- ----------
   Total used                          28,795      27,590        4.4
 Parts and service                     69,558      67,761        2.7
 Finance and insurance                 40,139      40,184       (0.1)
                                   ----------- ----------- ----------
   Total                             $186,526    $183,428        1.7%

UNITS SOLD:
 Retail new vehicles sold              24,086      24,432       (1.4)%
 Retail used vehicles sold             15,222      16,186       (6.0)
 Wholesale used vehicles sold          10,696      10,790       (0.9)
                                   ----------- ----------- ----------
   Total used                          25,918      26,976       (3.9)%

GROSS PROFIT (LOSS) PER UNIT SOLD:
 New vehicle retail sales              $1,994      $1,960        1.7%
 Used vehicle retail sales              1,882       1,765        6.6
 Used vehicle wholesale sales              14         (91)     115.4
                                   ----------- ----------- ----------
   Total used                          $1,111      $1,023        8.6%
 Finance and insurance (per retail
  unit)                                 1,021         989        3.2

OTHER:
 Adjusted used gross margin(2)           12.9%       12.0%
 Adjusted used gross profit per
  retail unit(3)                       $1,892      $1,705       11.0%
 SG&A expenses                       $150,969    $146,664        2.9%
 SG&A as % revenues                      13.2%       12.8%
 SG&A as % gross profit                  80.9%       80.0%
 Operating margin                         2.7%        2.9%
 Floorplan interest                   $(7,155)    $(4,881)      46.6%
 Floorplan assistance                   7,244       6,699        8.1
                                   ----------- ----------- ----------
   Net floorplan benefit                  $89      $1,818      (95.1)%

(1) Same store amounts include the results for the identical months in
    each period presented in the comparison, commencing with the first
    month we owned the dealership and, in the case of dispositions,
    ending with the last month we owned it. Same store results also
    include the activities of the corporate office.

(2) Adjusted used gross margin equals total used gross profit, which
    includes net wholesale loss, divided by used vehicle retail sales
    revenues. The profit or loss on wholesale sales is included in
    this number, as these transactions facilitate retail vehicle sales
    and are not expected to generate profit.

(3) Adjusted used gross profit per retail unit equals total used
    vehicle gross profit, which includes net wholesale loss, divided
    by used vehicle retail unit sales. The profit or loss on wholesale
    sales are included in this number, as these transactions
    facilitate retail vehicle sales and are not expected to generate
    profit.




                       Group 1 Automotive, Inc.
        Reconciliation of Certain Non-GAAP Financial Measures
                             (Unaudited)
           (Dollars in thousands, except per share amounts)

                      Net Income (Loss)             Diluted EPS
                 --------------------------- -------------------------
                 Q1 2005  Q1 2004  % Change  Q1 2005 Q1 2004 % Change
                 -------- -------- --------- ------- ------- ---------
Q1 2005 vs. Q1
 2004
 RECONCILIATION:
  As reported    $(1,638) $10,487   (115.6)% $(0.07)  $0.45   (115.6)%
  Adjustments:
   Change in
    accounting
    principle     16,038        -              0.67
   Loss on
    redemption of
    senior sub
    notes              -    4,011                 -    0.17
                 -------- -------- --------- ------- ------- ---------
    As adjusted
     (1)         $14,400  $14,498     (0.7)%  $0.60   $0.62     (3.2)%

(1) As adjusted net income and net income per share means net income
    or net income per share, as the case may be, plus charges related
    to the loss on the redemption of our 10 7/8% Senior Subordinated
    Notes in March 2004. We believe that adjusted net income and
    adjusted net income per share provide additional information
    regarding the performance of our operations. We believe the
    presentation of this measure is relevant and useful to investors
    because it improves the period-to-period comparability of our
    financial performance by excluding certain unusual charges to our
    results of operations that do not reflect our operating
    performance during the period. Our management uses these adjusted
    numbers in their own evaluation of the performance of the company.
    Neither of these measures is a measure of financial performance
    under GAAP. Accordingly, they should not be considered as
    substitutes for net income or net income per share prepared in
    accordance with GAAP. Although our management finds these non-GAAP
    results useful in evaluating the performance of our business, our
    reliance on these measures is limited because the adjustments
    often have a material impact on our net income and net income per
    share calculated in accordance with GAAP. Therefore, our
    management typically uses these adjusted numbers in conjunction
    with our GAAP results to address these limitations.

    Although the Q1 2005 as adjusted net income equals the income 
    before cumulative effect of a change in accounting principle and 
    is thus a GAAP measure, we have included it in the above non-GAAP
    reconciliation for comparative purposes.