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Group 1 Posts Double-Digit Gains in Revenues, Earnings for Second Quarter

22 July 1999

Group 1 Posts Double-Digit Gains in Revenues, Earnings for Second Quarter, First Six Months of 1999
               Revenues Exceed $1 Billion or Six-Month Period;
                   Earnings Growth Outpaces Revenue Growth

    Highlights:
    -- Q2 net income jumps 63% on 45% revenue growth
    -- Q2 diluted EPS $0.42 vs. $0.31, a 35% increase on 21% more shares
    -- Six-month revenues grow 63% to over $1 billion; net income up 76%
    -- Gross and operating margins accelerate significantly for quarter and
         six months

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

                                   Three Months Ended      Six Months Ended
                                        June 30,               June 30,
                                    1999       1998        1999      1998

    Revenues                       $625.4    $431.5     $1,114.8    $685.5
    Gross profit                    $93.7     $60.4       $169.9     $96.4
    Income from operations          $22.5     $13.8        $38.4     $21.3
    Net income                       $9.2      $5.6        $15.3      $8.7
    Diluted earnings per share      $0.42     $0.31        $0.73     $0.52

    HOUSTON, July 22 -- Group 1 Automotive, Inc. , a
leading operator and consolidator in the automotive retailing industry, today
reported double-digit gains in revenues, income from operations, net income
and earnings per share for the second quarter and first six months of 1999.
Strong revenue growth in all revenue categories, coupled with continued
improvement in operating margin, drove the company's strong performance.

    Second-Quarter Results Demonstrate Continued Successful Execution
    For the second quarter ended June 30, 1999, revenues increased 45 percent
to $625.4 million from $431.5 million for the same period last year as
revenues in all categories increased substantially.  Net income accelerated
63 percent, reaching $9.2 million, or $0.42 per share on a diluted basis,
compared with $5.6 million, or $0.31 per share on a diluted basis, for the
same period last year.  Cash flow per share (net income plus depreciation and
amortization) increased to $0.53 from $0.39 a year ago.  The increases in
earnings per share and cash flow per share were achieved despite being
calculated on 21 percent more shares this quarter.
    Gross margin expanded to 15.0 percent from 14.0 percent during the
comparable period last year as margins on all revenue categories improved.
Income from operations jumped 63 percent to $22.5 million from $13.8 million,
resulting in the operating margin expanding to 3.6 percent from 3.2 percent.
Group 1 has consistently achieved year-over-year quarterly operating margin
improvement since going public.
    "I am pleased to announce another exceptionally strong quarter," said
B.B. Hollingsworth Jr., Group 1's chairman, president and chief executive
officer.  "Our performance this quarter with earnings growth significantly
outpacing revenue growth demonstrates the benefits being realized as we
execute our consolidation and operating strategy."

    Six-Month Revenues Top $1 Billion
    For the first six months of 1999, revenues reached $1.1 billion, a
63 percent increase from $685.5 million for the same period last year.
Revenues from new vehicles, used vehicles, parts and service, and other
dealership revenue increased substantially.  Net income jumped 76 percent to
$15.3 million, or $0.73 per share on a diluted basis, compared with
$8.7 million, or $0.52 per share on a diluted basis, for the same period last
year.  Diluted earnings per share for the 1999 period were calculated on
21.0 million shares compared with 16.9 million shares last year.  Diluted cash
flow per share increased to $0.95 from $0.66 in the year-ago period.
    Gross margin expanded to 15.2 percent from 14.1 percent during the
comparable period last year.  Income from operations jumped 80 percent to
$38.4 million from $21.3 million, resulting in the operating margin expanding
to 3.4 percent from 3.1 percent.
    "So far, 1999 has been a record-setting year for new vehicle sales, and we
certainly have benefited from this.  More importantly, we continue to
demonstrate the successful implementation of our strategy and the realization
of synergies that lead to expanding profit margins.  We are looking forward to
an outstanding year," Hollingsworth said.

    Recent Acquisitions Expected to Contribute to 1999 Second Half
    Since the beginning of 1999, Group 1 has closed previously announced
acquisitions comprised of 22 franchises with revenues of over $520 million,
including Gene Messer Automotive Group, a new West Texas platform.  Also
included are 11 tuck-in franchises that add to established platforms in
Atlanta, Albuquerque, N.M., Tulsa, Okla., Dallas, and Beaumont, Texas.  "We
are pursuing our disciplined strategy of select acquisitions of platform and
tuck-in dealership groups that meet our criteria," Hollingsworth commented.
"Currently, we have sufficient financial resources to continue to execute our
acquisition strategy, with $94.3 million in working capital and an undrawn
acquisition line of credit of $110 million."

    Voluntary Relock Demonstrates Commitment
    Group 1 also announced that its directors and operators have voluntarily
agreed to an additional lock-up period for 9.8 million shares of company
stock, including 1.6 million shares for which the lock-up period has already
expired.  The shares being relocked will be restricted until July 15, 2000.
As a part of the voluntary lock-up agreement, Group 1 included 883,116
secondary shares in its $105 million universal shelf registration statement,
which replaced the previous shelf registration statement.
    According to Hollingsworth, "All shareholders that were asked to consider
the additional lock-up agreed.  This demonstrates their commitment to and
belief in the company we are building.
    "One of our strategic objectives is to align interests of management and
shareholders," Hollingsworth continued.  "A part of our acquisition strategy
is for the principals of acquired dealerships to receive a significant portion
of their consideration in unregistered stock and agree to a lock-up.  This
keeps them intimately involved in our organization over the long run,
motivates them to succeed and sets the example for future acquisition
candidates."
    Group 1, with an annualized revenue run rate of over $2.3 billion, is a
leading operator and consolidator in the highly fragmented automotive
retailing industry.  Upon completion of one announced acquisition, Group 1
will own 79 dealership franchises comprised of 26 different brands, and 15
collision service centers located in Texas, Oklahoma, Florida, New Mexico,
Colorado, and Georgia.  Through its dealerships the company sells new and used
cars and light trucks, provides maintenance and repair services, sells
replacement parts and arranges related financing, vehicle service and
insurance contracts.

    This press release contains certain forward-looking statements within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934,
which are subject to known and unknown risks, uncertainties or other factors
not under Group 1's control that may cause the actual results, performance or
achievements of Group 1 to be materially different from the results,
performance or other expectations implied by these forward-looking statements.
Some of these risks, uncertainties and other factors include those disclosed
in Group 1's filings with the Securities and Exchange Commission.
    For additional information regarding Group 1 Automotive free of charge via
fax, dial 1-800-PRO-INFO and use the company's stock symbol, "GPI."
    Group 1 Automotive, Inc. can be reached on the Internet at
http://www.group1auto.com

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

                               Three Months Ended         Six Months Ended
                                    June 30,                  June 30,
                               1999         1998         1999         1998
    Revenues:
    New vehicle             $362,409      $251,019     $632,527    $389,041
    Used vehicle             191,560       133,625      351,339     220,745
    Parts & service           51,498        34,154       95,272      55,722
    Other dealership
     revenue, net             19,932        12,733       35,612      19,958
      Total revenues         625,399       431,531    1,114,750     685,466

    Cost Of Sales:
    New vehicle              332,915       231,504      580,288     358,880
    Used vehicle             175,636       123,898      321,785     204,458
    Parts & service           23,191        15,776       42,827      25,754
      Total cost of sales    531,742       371,178      944,900     589,092

    Gross Profit              93,657        60,353      169,850      96,374

    Selling, General
     and Administrative
     Expenses                 68,621        45,044      126,899      72,780

    Depreciation and
     Amortization              2,509         1,516        4,600       2,335

    Income from operations    22,527        13,793       38,351      21,259

    Other Income (Expense):
    Floorplan interest
     expense                  (4,338)       (3,479)      (8,185)     (5,304)
    Other interest
     expense, net             (3,015)         (627)      (4,801)       (938)
    Other income
     (expense), net               69           (24)         105         (48)

    Income Before
     Income Taxes             15,243         9,663       25,470      14,969

    Provision For
     Income Taxes              6,066         4,042       10,137       6,234

    Net Income                $9,177        $5,621      $15,333      $8,735
    Basic earnings
     per share                 $0.44         $0.32        $0.77       $0.54
    Diluted earnings
     per share                 $0.42         $0.31        $0.73       $0.52

    Diluted cash
     flow per share            $0.53         $0.39        $0.95       $0.66

    Weighted average
      shares outstanding:
      Basic               20,947,850    17,441,678   19,940,384  16,325,873
      Diluted             21,960,640    18,128,366   20,980,269  16,869,256

    Other Data:
    Gross margin               15.0%         14.0%        15.2%       14.1%
    Operating margin            3.6%          3.2%         3.4%        3.1%
    Pretax income margin        2.4%          2.2%         2.3%        2.2%

    Retail new vehicles sold  15,046        10,767       26,370      16,739
    Retail used vehicles
     sold                     11,651         7,991       21,672      13,345
    Total retail sales        26,697        18,758       48,042      30,084


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

                                                June 30,        December 31,
                                                  1999              1998
                                               (unaudited)       (audited)
    Assets
    Current assets:
      Cash and cash equivalents                 $92,504            $66,443
      Inventories, net                          326,679            219,176
      Other assets, net                          49,177             41,303
        Total current assets                    468,360            326,922

    Property and equipment, net                  30,044             21,960
    Goodwill, net                               197,624            123,587
    Other assets                                  7,239              5,241
        Total assets                           $703,267           $477,710

    Liabilities and Stockholders' Equity
    Current liabilities:
      Floorplan notes payable                  $280,258           $193,405
      Other interest-bearing liabilities            506              2,966
      Accounts payable and accrued expenses      93,316             82,300
        Total current liabilities               374,080            278,671

    Debt                                         99,189             42,821
    Other liabilities                            19,788             20,034
    Total stockholders' equity                  210,210            136,184
        Total liabilities and
         stockholders' equity                  $703,267           $477,710

      Other Data:
      Working capital                            94,280            $48,251
      Current ratio                                1.25               1.17
      Unused acquisition
       line of credit                          $110,000            $88,000
      Non-floorplan debt
       to capitalization                            32%                25%