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Group 1 Records Double-Digit Gains in Revenues, Operating Earnings

28 October 1999

Group 1 Records Double-Digit Gains in Revenues, Operating Earnings, Net Income for 1999 Third Quarter, Nine Months Third-Quarter Net Income Up 62% on 49% Revenue Growth; Operating Margin Continues to Increase
    Highlights:

    -- Q3 diluted EPS up 37% to $0.48 on 17% more shares
    -- Nine-month diluted EPS $1.21, a 39% gain on 22% share increase
    -- Q3, nine-month operating margins continue to expand

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

                              Three Months Ended        Nine Months Ended
                                September 30,             September 30,
                             1999          1998         1999         1998
    Revenues                $701.8        $472.1     $1,816.5      $1,157.5
    Gross profit            $105.1         $71.0       $274.9        $167.3
    Income from operations   $25.7         $16.4        $64.1         $37.7
    Net income               $10.5          $6.5        $25.9         $15.3
    Diluted earnings per
     share                   $0.48         $0.35        $1.21         $0.87

    HOUSTON, Oct. 27 -- 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 third quarter and first nine months of 1999.
Significant revenue growth in all categories, as well as continued improvement
in operating margin, drove the company's record performance.

    Enhanced Revenues and Operating Margin Boost Earnings
    For the third quarter ended September 30, 1999, revenues grew 49 percent
to $701.8 million from $472.1 million for the same period last year.  Net
income increased 62 percent to $10.5 million from $6.5 million, while diluted
earnings per share grew 37 percent to $0.48 from $0.35 a year ago.  Cash flow
per share (net income plus depreciation and amortization) increased to $0.60
from $0.45 in the 1998 period.  The increases in earnings and cash flow per
share were achieved despite being calculated on 22.1 million shares compared
with 18.9 million shares last year, a 17 percent higher number of shares
outstanding.
    The gross margin was steady at 15.0 percent.  Income from operations rose
57 percent to $25.7 million from $16.4 million, resulting in the operating
margin expanding to 3.7 percent from 3.5 percent in the year-ago period.
Group 1 has achieved year-over-year improvements in operating margin 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.
"We saw solid internal growth as well as contributions from acquisitions.  We
are benefiting from internal operating initiatives, the successful integration
of our acquisitions and a robust new vehicle market."

    Nine-Month Performance Surpasses Full-Year 1998 Results
    For the first nine months, revenues accelerated 57 percent to $1.8 billion
from $1.2 billion in the 1998 period.  Net income increased 70 percent to
$25.9 million, or $1.21 per diluted share, compared with $15.3 million, or
$0.87 per diluted share.  Cash flow per share was $1.56 compared with $1.12.
Per-share amounts for the 1999 period were calculated on 21.4 million shares
compared with 17.5 million shares last year.
    Gross margin was 15.1 percent compared with 14.5 percent a year ago as
margins expanded in all categories.  Income from operations rose 70 percent to
$64.1 million from $37.7 million.  The operating margin expanded to
3.5 percent from 3.3 percent in the year-ago period.
    "We are very proud of our achievements in expanding operating income and
margin," Hollingsworth said.  "Our operating leverage has been significant.
We have proven that select acquisitions executed under a disciplined strategy
can produce solid earnings growth."

    Amarillo Operations Expand
    Lone Star Chrysler-Plymouth-Mitsubishi, with operations in Amarillo,
Texas, has been acquired and added to Group 1's West Texas platform.  This
tuck-in acquisition is expected to generate approximately $30 million annually
in revenues.
    Since the beginning of 1999, Group 1 has closed previously announced
acquisitions comprised of 23 franchises with revenues of over $550 million.
Another 24 franchise acquisitions are pending which, when completed, will
boost the company's annual revenue run rate to over $3 billion.  Hollingsworth
confirmed the company would continue to seek acquisitions that meet its
standards.

    Credit Facility Doubled
    The company recently announced that its revolving credit facility was
doubled to $1 billion, including a $220 million tranche for acquisitions, and
extended to December 31, 2003.  Lending syndicate members include 11 banks, as
well as five automotive captive finance companies.  The acquisition portion of
the facility is not drawn.
    "This transaction will provide the resources to support our disciplined
acquisition strategy of high-quality growth, and expands our relationships
with automobile manufacturers," Hollingsworth said.
    Group 1 is a leading operator and consolidator in the highly fragmented
automotive retailing industry.  Upon completion of the announced acquisitions,
Group 1 will have an annualized revenue run rate of over $3 billion, and will
own 104 dealership franchises comprised of 31 different brands, and 18
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, 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          Nine Months Ended
                               September 30,              September 30,
                            1999          1998         1999          1998
    REVENUES:
    New vehicles          $418,244      $273,282   $1,050,771      $662,323
    Used vehicles          203,059       142,351      554,398       363,096
    Parts & service         58,188        41,542      153,460        97,264
    Other dealership
     revenue, net           22,299        14,875       57,911        34,833
      Total revenues       701,790       472,050    1,816,540     1,157,516

    COST OF SALES:
    New vehicles           382,941       251,038      963,229       609,918
    Used vehicles          187,070       130,722      508,855       335,180
    Parts & service         26,684        19,327       69,511        45,081
      Total cost of sales  596,695       401,087    1,541,595       990,179

    Gross Profit           105,095        70,963      274,945       167,337

    SELLING, GENERAL AND
     ADMINISTRATIVE
     EXPENSES               76,558        52,502      203,457       125,282

    DEPRECIATION EXPENSE     1,220         1,127        3,397         2,650

    AMORTIZATION EXPENSE     1,605           913        4,028         1,725

    Income from operations  25,712        16,421       64,063        37,680

    OTHER INCOME (EXPENSE):
    Floorplan interest
     expense                (5,438)       (3,690)     (13,623)       (8,994)
    Other interest
     expense, net           (2,904)       (1,767)      (7,705)       (2,705)
    Other income
     (expense), net            104            40          209            (8)

    INCOME BEFORE
     INCOME TAXES           17,474        11,004       42,944        25,973

    PROVISION FOR
     INCOME TAXES            6,955         4,489       17,092        10,723

    NET INCOME             $10,519        $6,515      $25,852       $15,250

    Basic earnings
     per share               $0.49         $0.36        $1.27         $0.90

    Diluted earnings
     per share               $0.48         $0.35        $1.21         $0.87

    Diluted cash flow
     per share               $0.60         $0.45        $1.56         $1.12

    Weighted average
     shares outstanding:
      Basic             21,253,799    18,199,646   20,383,000    16,957,327
      Diluted           22,106,027    18,855,004   21,359,645    17,538,446

    Other Data:
    Gross margin             15.0%         15.0%        15.1%         14.5%
    Operating margin          3.7%          3.5%         3.5%          3.3%
    Pretax income margin      2.5%          2.3%         2.4%          2.2%

    Retail new
     vehicles sold          17,259        11,901       43,629        28,640
    Retail used
     vehicles sold          12,454         9,086       34,126        22,431
      Total retail sales    29,713        20,987       77,755        51,071


                           GROUP 1 AUTOMOTIVE, INC.
                    Condensed Consolidated Balance Sheets
                                (In thousands)

                               September 30,           December 31,
                                   1999                    1998
                                (unaudited)              (audited)

    ASSETS
    Current assets:
      Cash and cash
       equivalents               $103,947                 $66,443
      Inventories, net            289,314                 219,176
      Other assets, net            48,843                  41,303
        Total current assets      442,104                 326,922

    Property and equipment,
     net                           36,492                  21,960
    Goodwill, net                 200,468                 123,587
    Other assets                   10,201                   5,241
      Total assets               $689,265                $477,710

    LIABILITIES AND
     STOCKHOLDERS' EQUITY
    Current liabilities:
      Floorplan notes payable    $246,241                $193,405
      Other interest-bearing
       liabilities                  1,101                   2,966
      Accounts payable
       and accrued expenses       100,228                  82,300
        Total current
         liabilities              347,570                 278,671

    Debt                          102,032                  42,821
    Other liabilities              19,368                  20,034
    Total stockholders' equity    220,295                 136,184
      Total liabilities
       and stockholders'
       equity                    $689,265                $477,710

      OTHER DATA:

      Working capital             $94,534                 $48,251

      Current ratio                  1.27                    1.17

      Long-term debt
       to capitalization              32%                     25%