Group 1 Automotive Doubles Profitability in Third Quarter 2009

October 27, 2009 7:00 AM EDT

HOUSTON, TX -- (MARKET WIRE) -- 10/27/09 -- Group 1 Automotive, Inc. (NYSE: GPI), a Fortune 500 automotive retailer, today reported third-quarter adjusted net income from continuing operations of $16.8 million, or $0.71 per diluted share, for the period ended Sept. 30, 2009, as compared to the 2008 adjusted results of $8.2 million, or $0.37 per diluted share. For comparison purposes, as shown in the attached reconciliation table, the adjusted 2009 third-quarter results excluded net after-tax gains of $1.5 million, or $0.07 per diluted share, for an income tax benefit related to tax elections that reduced the tax liability for prior-period items; non-cash asset impairment charges, primarily related to real estate holdings; and, gains on debt redemptions. The adjusted 2008 third-quarter results excluded net after-tax charges of $30.0 million, or $1.33 per diluted share, for non-cash asset impairment and lease termination charges, and gains on debt redemptions. Including the one-time items, net income from continuing operations was $18.3 million, or $0.78 per diluted share, for the quarter ended Sept. 30, 2009.

"Our strong third-quarter performance validates that Group 1's business model is flexible enough to react quickly to changes in market conditions," said Earl J. Hesterberg, Group 1's president and chief executive officer. "The cost reductions and inventory controls we implemented in the first half of the year have positioned Group 1 to benefit from any improvement in new vehicle volumes, as demonstrated this quarter."

Third-Quarter Operating Highlights

--  Group 1 retailed 25,057 new vehicles during the quarter, including
    4,874 under the government's CARS program.
--  Group 1's same-store gross margin improved 100 basis points, to 17.0
    percent, from third quarter 2008. The gross margin improvement was
    attributed to improved new vehicle, total used vehicle and the parts and
    service margins, as well as the continued mix shift to the more profitable
    segments of the business.
--  Same-store new vehicle margins expanded 90 basis points from the
    second-quarter, to 6.7 percent, as lower inventory and stronger demand
    combined to provide a more favorable selling environment.
--  Same-store used vehicle gross profit improved $228 per wholesale unit,
    from the prior-year quarter, as limited supply increased valuations, while
    retail gross margins fell 30 basis points, to 10.3 percent, as more
    vehicles were sourced at auction.
--  Group 1's same-store parts and service business improved on both a
    year-over-year and sequential basis, with a gross margin of 53.7 percent.
--  On a consolidated basis, Group 1's selling, general and administrative
    (SG&A) expenses were reduced $26.7 million in the quarter, bringing the
    total expense reduction to $112.8 million year to date.
--  Operating margin improved to 3.4 percent.
--  Generated $54.8 million in adjusted operating cash flow during the
    quarter and $100.7 million year to date.
    

Corporate Development Update

Year to date, Group 1 has added three franchises with estimated annual revenues of approximately $46.7 million and has disposed of eight franchises with annual revenues of $126.2 million.

Group 1's Balance Sheet Strengthened

Group 1 reported its new vehicle inventory stood at $298.7 million on Sept. 30, reflecting a $75.7 million reduction from the second quarter and a $370.6 million reduction from the prior-year period. In addition, the company reduced non-floorplan debt by $37.1 million during the quarter, primarily reflecting the payoff of its outstanding acquisition line borrowings of $30.0 million and repurchases of $5.0 million of its 2.25 percent convertible bonds. The company ended the quarter with overall immediately available funds of $85.9 million and overall available liquidity of $232.8 million.

"With the strong operating cash that the company generated this year, we continued to strengthen Group 1's balance sheet by reducing total non-floorplan debt by $112.4 million during the nine-month period," said John C. Rickel, Group 1's senior vice president and chief financial officer.

2009 Full-Year Guidance Revised

Group 1 has revised its 2009 full-year earnings guidance to a range of $1.66 to $1.76 per diluted share under the following assumptions:

--  Industry seasonally adjusted annual sales rate (SAAR) of 10.0 to 10.2
    million vehicles
--  Total year-over-year reduction in SG&A expenses of $120 million at
    projected SAAR levels
--  Tax rate of 38.0 percent
--  Estimated average diluted shares outstanding of 23.4 million
--  Capital expenditures of approximately $20 million
--  Guidance includes the impact of APB 14-1 and excludes the impact of
    future acquisitions, dispositions with their potential exit costs, and any
    potential one-time items
    

Fourth-quarter same-store assumptions:

--  New vehicle margins of 6.0 percent to 6.5 percent
--  Used vehicle retail margins of 10.0 percent to 10.5 percent
--  Used vehicle wholesale margins at about break-even
--  Flat parts and service revenues
--  Finance and insurance gross profit of $925 to $950 per retail unit
    

Third-Quarter Earnings Conference Call (REPLAY NUMBER UPDATED)

Group 1's senior management will host a conference call today at 10 a.m. ET to discuss the third-quarter financial results and the company's 2009 outlook and strategy.

The conference 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.

The conference call will also be available live by dialing in 10 minutes prior to the start of the call at:

Domestic: 877.795.3648
International: 719.325.4752
Participant Passcode: 8845933

A telephonic replay will be available following the call through Nov. 3 by dialing:

Domestic: 888.203.1112
International: 719.457.0820 (UPDATED)
Replay Passcode: 8845933

About Group 1 Automotive, Inc.

Group 1 owns and operates 96 automotive dealerships, 128 franchises, and 23 collision service centers in the United States and the United Kingdom that offer 31 brands of automobiles. Through its dealerships, 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 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 and business 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 dispositions and the risks associated therewith, (h) foreign exchange controls and currency fluctuations, and (i) 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)
                 (In thousands, except per share amounts)



                 Three Months Ended              Nine Months Ended
                    September 30,                  September 30,
            ----------------------------   ------------------------------
                                     %                                %
               2009       2008     Change      2009        2008     Change
             ---------  ---------  ------   ----------  ----------  ------
REVENUES:
New vehicle
 retail
 sales       $ 728,089  $ 877,669  (17.0)% $1,883,973  $2,737,732   (31.2)%
Used
 vehicle
 retail
 sales         254,716    262,443   (2.9)     729,345     865,031   (15.7)
Used
 vehicle
 wholesale
 sales          43,151     58,689  (26.5)     112,536     193,412   (41.8)
Parts and
 service       183,254    188,576   (2.8)     547,224     572,165    (4.4)
Finance and
 insurance      37,509     46,597  (19.5)     102,213     152,012   (32.8)
             ---------  ---------  -----   ----------  ----------  ------
   Total
    revenues 1,246,719  1,433,974  (13.1)%  3,375,291   4,520,352   (25.3)%

COST OF
 SALES:
New vehicle
 retail
 sales         679,470    821,964  (17.3)%  1,770,900   2,561,863   (30.9)%
Used
 vehicle
 retail
 sales         228,445    234,527   (2.6)     652,640     771,132   (15.4)
Used
 vehicle
 wholesale
 sales          41,872     59,623  (29.8)     109,205     195,081   (44.0)
Parts and
 service        84,911     88,241   (3.8)     256,756     263,667    (2.6)
             ---------  ---------  -----   ----------  ----------  ------
   Total
    cost
    of
    sales    1,034,698  1,204,355  (14.1)%  2,789,501   3,791,743   (26.4)%

             ---------  ---------  -----   ----------  ----------  ------
GROSS
 PROFIT        212,021    229,619   (7.7)%    585,790     728,609   (19.6)%

SELLING,
 GENERAL
 AND
 ADMINIST-
 RATIVE
 EXPENSES       162,466   189,209  (14.1)     466,813     579,608   (19.5)

DEPRECIATION
 AND
 AMORTIZATION
 EXPENSE         6,666      6,734   (1.0)      19,541      19,049     2.6

ASSET
 IMPAIRMENTS       702     48,086  (98.5)       2,837      48,086   (94.1)
             ---------  ---------  -----   ----------  ----------  ------

OPERATING
 INCOME
 (LOSS)         42,187    (14,410) 392.8%      96,599      81,866    18.0%

OTHER
 INCOME
 (EXPENSE):

Floorplan
 interest
 expense        (7,523)   (11,236) (33.0)     (24,342)    (35,636)  (31.7)

Other
 interest
 expense,
 net            (7,318)    (9,202) (20.5)     (21,857)    (27,981)  (21.9)

Gain on
 redemption
 of
 long-term
 debt              598        495   20.8        8,211         904   808.3

Other
 income
 (expense),
 net                (4)       (41) (90.2)          (6)        273  (102.2)

             ---------  ---------  -----   ----------  ----------  ------
INCOME
 (LOSS)
 FROM
 CONTINUING
 OPERATIONS
 BEFORE
 INCOME
 TAXES          27,940    (34,394) 181.2%      58,605      19,426   201.7%

BENEFIT
 FROM
 (PROVISION
 FOR)
 INCOME
 TAXES          (9,600)    12,577 (176.3)     (21,808)     (8,059)  170.6


             ---------  ---------  -----   ----------  ----------  ------
INCOME
 (LOSS)
 FROM
 CONTINUING
 OPERATIONS     18,340    (21,817) 184.1%      36,797      11,367   223.7%

DISCONTINUED
 OPERATIONS:
Loss
 related to
 discontinued
 operations          -          -      -            -      (3,481) (100.0)
Income tax
 benefit
 related to
 loss on
 discontinued
 operations          -          -      -            -       1,478  (100.0)
             ---------  ---------  -----   ----------  ----------  ------
LOSS
 RELATED TO
 DISCONTINUED
 OPERATIONS          -          -      -            -      (2,003) (100.0)

             ---------  ---------  -----   ----------  ----------  ------
NET INCOME
 (LOSS)      $  18,340  $ (21,817) 184.1%  $   36,797  $    9,364  $293.0%
             =========  =========  =====   ==========  ==========  ======

DILUTED
 INCOME
 (LOSS) PER
 SHARE:
Income
 (loss) per
 share from
 continuing
 operations  $    0.78  $   (0.96) 181.3%  $     1.58  $     0.50   216.0%
Loss per
 share
 related to
 discontinued
 operations          -          -      -            -       (0.09) (100.0)
             ---------  ---------  -----   ----------  ----------  ------
Income
 (loss)
 per share   $    0.78  $   (0.96) 181.3%  $     1.58  $     0.41   285.4%
             =========  =========  =====   ==========  ==========  ======

Weighted
 average
 diluted
 shares
 outstanding    23,503     22,716    3.5%      23,240      22,641     2.6%





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


                                  September 30, December 31,
                                      2009          2008        % Change
                                  ------------  ------------  -----------
                                  (Unaudited)
ASSETS:

CURRENT ASSETS:
   Cash and cash equivalents      $     14,882  $     23,144        (35.7)%
   Contracts in transit and
    vehicle receivables, net            67,045       102,834        (34.8)
   Accounts and notes receivable,
    net                                 52,667        67,350        (21.8)
   Inventories                         471,189       845,944        (44.3)
   Deferred income taxes                15,504        18,474        (16.1)
   Prepaid expenses and other
    current assets                      31,781        38,878        (18.3)
                                  ------------  ------------  -----------
       Total current assets            653,068     1,096,624        (40.4)
PROPERTY AND EQUIPMENT, net            492,191       514,891         (4.4)
GOODWILL AND OTHER INTANGIBLES         656,013       655,784          0.0
OTHER ASSETS                            17,924        20,815        (13.9)
                                  ------------  ------------  -----------
       Total assets               $  1,819,196  $  2,288,114        (20.5)%
                                  ============  ============  ===========

LIABILITIES AND STOCKHOLDERS'
 EQUITY:

CURRENT LIABILITIES:
   Floorplan notes payable -
    credit facility               $    374,441  $    738,551        (49.3)%
       Offset account related to
        floorplan notes payable -
        credit facility                (71,010)      (44,859)        58.3
   Floorplan notes payable -
    manufacturer affiliates             89,654       128,580        (30.3)
   Current maturities of
    long-term debt                      13,663        13,594          0.5
   Accounts payable                     69,633        74,235         (6.2)
   Accrued expenses                     89,518        94,395         (5.2)
                                  ------------  ------------  -----------
       Total current liabilities       565,899     1,004,496        (43.7)
2.25% CONVERTIBLE SENIOR NOTES
 (aggregate principal of
  $182,753 and $224,500,
  respectively)                        130,449       155,333        (16.0)
8.25% SENIOR SUBORDINATED NOTES         73,189        72,962          0.3
MORTGAGE FACILITY, net of current
 maturities                            179,669       168,583          6.6
OTHER REAL ESTATE RELATED AND
 LONG-TERM DEBT, net of current
 maturities                             19,670        50,444        (61.0)
CAPITAL LEASE OBLIGATIONS RELATED
 TO REAL ESTATE, net of current
 maturities                             38,125        39,401         (3.2)
ACQUISITION LINE                             -        50,000       (100.0)
DEFERRED INCOME TAXES                   25,643         2,768        826.4
LIABILITIES FROM INTEREST RATE
 RISK MANAGEMENT ACTIVITIES             37,455        44,655        (16.1)
OTHER LIABILITIES                       26,925        27,135         (0.8)
DEFERRED REVENUES                        6,743        10,220        (34.0)

STOCKHOLDERS' EQUITY:
   Common stock                            261           261            -
   Additional paid-in capital          348,913       351,405         (0.7)
   Retained earnings                   473,884       437,087          8.4
   Accumulated other
    comprehensive loss                 (30,615)      (38,109)       (19.7)
   Treasury stock                      (77,014)      (88,527)       (13.0)
                                  ------------  ------------  -----------
       Total stockholders' equity      715,429       662,117          8.1
                                  ------------  ------------  -----------
       Total liabilities and
        stockholders' equity      $  1,819,196  $  2,288,114        (20.5)%
                                  ============  ============  ===========


KEY DEBT COVENANT METRICS: *
   Senior secured leverage ratio
    (must be less than 2.75)              1.11          1.49
   Total leverage ratio (must be
    less than 4.50)                       2.80          3.46
   Fixed charge coverage ratio
    (must be greater than 1.25)           1.93          1.59
   Current ratio (must be greater
    than 1.15)                            1.39          1.18


    * Refer to website, www.group1auto.com, for debt covenant calculation
      definitions.





                         Group 1 Automotive, Inc.
Consolidated Statements of Adjusted Cash Flows from Continuing Operations
                               (Unaudited)
                              (In thousands)


                                 Three Months Ended     Nine Months Ended
                                    September 30,         September 30,
                                --------------------  --------------------
                                  2009       2008       2009       2008
                                ---------  ---------  ---------  ---------

Income from continuing
 operations                     $  18,340  $ (21,817) $  36,797  $  11,367
Adjustments to reconcile income
 from continuing operations to
 net cash provided by operating
 activities:
  Asset Impairments                   702     48,086      2,837     48,086
  Depreciation and amortization     6,666      6,734     19,541     19,049
  Deferred income taxes             8,177    (11,533)    23,078      9,279
  Amortization of debt discount
   and issue costs                  1,270      2,593      5,413      7,664
  Stock based compensation          1,940      1,508      7,367      4,894
  Excess tax benefits from
   stock-based compensation          (175)       454        348        276
  Gain on redemption of
   long-term debt                    (598)      (495)    (8,211)      (904)
  Other                               708       (426)    (1,213)      (137)
Changes in operating assets and
 liabilities, net of effects
 of acquisitions and dispositions:
  Contracts-in-transit and
   vehicle receivables             11,762     57,025     35,909    101,207
  Inventories                      69,500     72,535    373,146     28,261
  Floorplan notes payable -
   manufacturer affiliates          4,265    (29,744)   (39,454)   (33,266)
  Floorplan notes payable -
   credit facility                (83,806)   (66,949)  (364,109)   (10,366)
  Accounts payable and accrued
   expenses                         2,251    (16,615)   (15,478)   (17,043)
  Accounts and notes receivable     6,997     11,663     20,865     10,693
  Deferred revenues                  (913)    (1,867)    (3,477)    (4,705)
  Prepaid expenses and other
   assets                           7,668      3,108      7,304     18,320
                                ---------  ---------  ---------  ---------
Adjusted net cash provided by
 operating activities, from
 continuing operations          $  54,754  $  54,260  $ 100,663  $ 192,675
                                ---------  ---------  ---------  ---------





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


                                Three Months Ended,    Nine Months Ended,
                                    September 30,         September 30,
                                --------------------  --------------------
                                  2009       2008       2009       2008
                                ---------  ---------  ---------  ---------
NEW VEHICLE UNIT SALES
 GEOGRAPHIC MIX:
Region          Geographic Market
Eastern         Massachusetts        16.6%      12.9%      15.2%      12.1%
                New Jersey            6.2        7.1        6.6        6.9
                New Hampshire         4.6        3.9        4.1        3.6
                New York              3.5        4.0        4.1        4.2
                Georgia               3.5        3.4        3.6        3.4
                Louisiana             3.1        2.9        3.2        3.2
                Mississippi           1.9        1.6        1.8        1.6
                Florida               1.3        2.3        1.6        2.5
                Maryland              0.9        0.8        0.9        0.5
                Alabama               0.6        0.9        0.6        0.9
                South Carolina        0.3        0.3        0.3        0.3
                                ---------  ---------  ---------  ---------
                                     42.5       40.1       42.0       39.2

Central         Texas                31.6       31.0       32.1       32.1
                Oklahoma              8.2        9.6        8.4        9.5
                Kansas                1.2        1.4        1.2        1.3
                                ---------  ---------  ---------  ---------
                                     41.0       42.0       41.7       42.9

Western         California           14.2       16.2       14.1       16.2

International   United Kingdom        2.3        1.7        2.2        1.7
                                ---------  ---------  ---------  ---------
                                    100.0%     100.0%     100.0%     100.0%

NEW VEHICLE UNIT SALES BRAND
 MIX:
   Toyota/Scion/Lexus                38.4%      34.2%      36.2%      34.9%
   Nissan/Infiniti                   14.1       13.5       12.9       13.1
   Honda/Acura                       12.2       14.5       13.0       14.2
   BMW/Mini                           9.2        9.4        9.5        8.5
   Ford                               8.0        9.8        8.6       10.3
   Mercedes-Benz                      4.8        6.0        5.4        5.7
   Chrysler                           4.4        5.1        5.7        5.9
   GM                                 3.4        4.9        3.7        4.8
   Other                              5.5        2.6        5.0        2.6
                                ---------  ---------  ---------  ---------
                                    100.0%     100.0%     100.0%     100.0%

NEW VEHICLE UNIT OTHER MIX:
   Import                            62.4%      56.8%      58.5%      56.8%
   Luxury                            22.5       25.4       24.4       24.3
   Domestic                          15.1       17.8       17.1       18.9
                                ---------  ---------  ---------  ---------
                                    100.0%     100.0%     100.0%    100.00%

   Car                               62.2%      56.4%      59.1%      57.9%
   Truck                             37.8       43.6       40.9       42.1
                                ---------  ---------  ---------  ---------
                                    100.0%     100.0%     100.0%     100.0%





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


                  Three Months Ended               Nine Months Ended
                     September 30,                   September 30,
            ------------------------------  ------------------------------
                                      %                               %
               2009        2008     Change     2009        2008     Change
            ----------  ----------  ------  ----------  ----------  ------
REVENUES:
  New vehicle
   retail
   sales    $  728,089  $  877,669  (17.0)% $1,883,973  $2,737,732  (31.2)%
  Used
   vehicle
   retail
   sales       254,716     262,443   (2.9)     729,345     865,031  (15.7)
  Used
   vehicle
   wholesale
   sales        43,151      58,689  (26.5)     112,536     193,412  (41.8)
            ----------  ----------          ----------  ----------
    Total
     used      297,867     321,132   (7.2)     841,881   1,058,443  (20.5)
  Parts and
   service     183,254     188,576   (2.8)     547,224     572,165   (4.4)
  Finance
   and
   insurance    37,509      46,597  (19.5)     102,213     152,012  (32.8)
            ----------  ----------          ----------  ----------

    Total   $1,246,719  $1,433,974  (13.1)% $3,375,291  $4,520,352  (25.3)%

GROSS
 MARGIN:
  New vehicle
   retail
   sales           6.7%        6.3%                6.0%        6.4%
  Used vehicle
   retail
   sales          10.3        10.6                10.5        10.9
  Used vehicle
   wholesale
   sales           3.0        (1.6)                3.0        (0.9)
    Total
     used          9.2         8.4                 9.5         8.7
  Parts and
   service        53.7        53.2                53.1        53.9
  Finance
   and
   insurance     100.0       100.0               100.0       100.0
    Total         17.0%       16.0%               17.4%       16.1%

GROSS
 PROFIT:
  New vehicle
   retail
   sales    $   48,619  $   55,705  (12.7)% $  113,073  $  175,869  (35.7)%
  Used
   vehicle
   retail
   sales        26,271      27,916   (5.9)      76,705      93,899  (18.3)
  Used
   vehicle
   wholesale
   sales         1,279        (934) 236.9        3,331      (1,669) 299.6
            ----------  ----------          ----------  ----------
    Total
     used       27,550      26,982    2.1       80,036      92,230  (13.2)
  Parts and
   service      98,343     100,335   (2.0)     290,468     308,498   (5.8)
  Finance
   and
   insurance    37,509      46,597  (19.5)     102,213     152,012  (32.8)
            ----------  ----------          ----------  ----------
    Total   $  212,021  $  229,619   (7.7)% $  585,790  $  728,609  (19.6)%

UNITS
 SOLD:
  Retail new
   vehicles
   sold         25,057      28,661  (12.6)%     62,942      89,548  (29.7)%
  Retail used
   vehicles
   sold         14,175      15,057   (5.9)      41,181      48,945  (15.9)
  Wholesale
   used
   vehicles
   sold          8,367       9,399  (11.0)      21,222      29,651  (28.4)
            ----------  ----------          ----------  ----------
    Total
     used       22,542      24,456   (7.8)%     62,403      78,596  (20.6)%

GROSS PROFIT
 PER UNIT SOLD:
  New vehicle
   retail
   sales    $    1,940  $    1,944   (0.2)% $    1,796  $    1,964   (8.6)%
  Used
   vehicle
   retail
   sales         1,853       1,854   (0.1)       1,863       1,918   (2.9)
  Used
   vehicle
   wholesale
   sales           153         (99) 254.5          157         (56) 380.4
    Total
     used        1,222       1,103   10.8        1,283       1,173    9.4
  Finance
   and
   insurance
   (per
   retail
   unit)    $      956  $    1,066  (10.3)% $      982  $    1,098  (10.6)%

OTHER:
  SG&A
   expenses $  162,466  $  189,209  (14.1)% $  466,813  $  579,608  (19.5)%
  SG&A as
   % revenues     13.0%       13.2%               13.8%       12.8%
  SG&A as
   % gross
   profit         76.6%       82.4%               79.7%       79.5%
  Operating
   margin          3.4%       (1.0)%               2.9%        1.8%
  Pretax
   margin          2.2%       (2.4)%               1.7%        0.4%

  Floorplan
   interest $   (7,523) $  (11,236) (33.0)% $  (24,342) $  (35,636) (31.7)%
  Floorplan
   assistance    5,771       7,383  (21.8)      15,030      22,948  (34.5)
            ----------  ----------          ----------  ----------
   Net
    floor-
    plan
    expense $   (1,752) $   (3,853) (54.5)% $   (9,312) $  (12,688) (26.6)%





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



                  Three Months Ended               Nine Months Ended
                     September 30,                   September 30,
            ------------------------------  ------------------------------
                                      %                               %
               2009        2008     Change     2009        2008     Change
            ----------  ----------  ------  ----------  ----------  ------
REVENUES:
  New vehicle
   retail
   sales    $  728,090  $  865,836  (15.9)% $1,871,662  $2,699,930  (30.7)%
  Used
   vehicle
   retail
   sales       254,715     257,971   (1.3)     722,965     851,505  (15.1)
  Used
   vehicle
   wholesale
   sales        43,149      57,755  (25.3)     111,574     190,438  (41.4)
            ----------  ----------          ----------  ----------
    Total
     used   $  297,864     315,726   (5.7)     834,539   1,041,943  (19.9)
  Parts and
   service     183,254     184,929   (0.9)     542,403     561,552   (3.4)
  Finance
   and
   insurance    37,471      46,217  (18.9)     101,770     150,718  (32.5)
            ----------  ----------          ----------  ----------
    Total   $1,246,679   1,412,708  (11.8)% $3,350,374   4,454,143  (24.8)%

GROSS MARGIN:
  New vehicle
   retail
   sales           6.7%        6.4%                6.0%        6.4%
  Used vehicle
   retail
   sales          10.3        10.6                10.5        10.8
  Used vehicle
   wholesale
   sales           3.0        (1.2)                3.0        (0.6)
    Total
     used          9.2         8.4                 9.5         8.7
  Parts and
   service        53.7        53.3                53.1        53.9
  Finance
   and
   insurance     100.0       100.0               100.0       100.0
    Total         17.0%       16.0%               17.4%       16.1%

GROSS PROFIT:
  New vehicle
   retail
   sales    $   48,620  $   55,114  (11.8)% $  112,572  $  173,670  (35.2)%
  Used
   vehicle
   retail
   sales        26,273      27,363   (4.0)      76,023      92,273  (17.6)
  Used
   vehicle
   wholesale
   sales         1,277        (696) 283.5        3,315      (1,189) 378.8
            ----------  ----------          ----------  ----------
    Total
     used       27,550      26,667    3.3       79,338      91,084  (12.9)
  Parts and
   service      98,371      98,507   (0.1)     287,761     302,760   (5.0)
  Finance
   and
   insurance    37,471      46,217  (18.9)     101,770     150,718  (32.5)
            ----------  ----------          ----------  ----------
    Total      212,012     226,505   (6.4)%    581,441     718,232  (19.0)%

UNITS SOLD:
  Retail new
   vehicles
   sold         25,057      28,269  (11.4)%     62,608      88,318  (29.1)%
  Retail used
   vehicles
   sold         14,175      14,792   (4.2)      40,935      48,130  (14.9)
  Wholesale
   used
   vehicles
   sold          8,367       9,251   (9.6)      21,104      29,191  (27.7)
            ----------  ----------          ----------  ----------
    Total
     used       22,542      24,043   (6.2)%     62,039      77,321  (19.8)%

GROSS PROFIT
 PER UNIT
 SOLD:
  New vehicle
   retail
   sales    $    1,940  $    1,950   (0.5)% $    1,798  $    1,966   (8.5)%
  Used
   vehicle
   retail
   sales         1,853       1,850    0.2        1,857       1,917   (3.1)
  Used
   vehicle
   wholesale
   sales           153         (75) 304.0          157         (41) 482.9
    Total
     used        1,222       1,109   10.2        1,279       1,178    8.6
  Finance
   and
   insurance
   (per
   retail
   unit)    $      955  $    1,073  (11.0)% $      983  $    1,105  (11.0)%

OTHER:
  SG&A
   expenses $  162,007  $  185,822  (12.8)% $  462,735  $  568,666  (18.6)%
  SG&A as
   % revenues     13.0%       13.2%               13.8%       12.8%
  SG&A as
   % gross
   profit         76.4%       82.0%               79.6%       79.2%
  Operating
   margin          3.4%       (1.0)%               2.9%        1.9%

  Floorplan
   interest $   (7,522) $  (11,070) (32.1)% $  (24,253) $  (35,089) (30.9)%
  Floorplan
   assistance    5,771       7,272  (20.6)      15,011      22,578  (33.5)
            ----------  ----------          ----------  ----------
   Net
    floor-
    plan
    expense $   (1,751) $   (3,798) (53.9)% $   (9,242) $  (12,511) (26.1)%


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





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


NET INCOME FROM CONTINUING OPERATIONS RECONCILIATION:


                       Three Months Ended          Nine Months Ended
                          September 30,               September 30,
                    -------------------------   --------------------------
                                         %                            %
                      2009      2008   Change     2009      2008    Change
                    --------  -------- ------   --------  --------  ------

  Reported income
   (loss) from
   continuing
   operations       $ 18,340  $(21,817) 184.1%  $ 36,797  $ 11,367  223.7%
    Adjustments:
      Non-Cash asset
       impairment
       charges           461    30,174             1,726    30,174
      Mortgage debt
       refinance
       charges             -         -               331         -
      Gain on
       dealership
       disposition         -         -              (451)        -
      Gain on debt
       redemption       (393)     (303)           (5,299)     (555)
      Income tax
       benefit
       related
       to tax
       elections
       for prior
       periods        (1,604)        -            (1,604)        -
      Lease
       termination
       charges             -       135                 -       670
                    --------  --------          --------  --------
        Adjusted net
         income from
         continuing
         operations
         (1)        $ 16,804  $  8,189  105.2%  $ 31,500  $ 41,656  (24.4)%


DILUTED INCOME PER SHARE FROM CONTINUING OPERATIONS RECONCILIATION:


                       Three Months Ended          Nine Months Ended
                          September 30,               September 30,
                    -------------------------   --------------------------
                                         %                            %
                      2009      2008   Change     2009      2008    Change
                    --------  -------- ------   --------  --------  ------

  Reported income
   (loss) per share
   from continuing
   operations       $   0.78  $  (0.96) 181.3%  $   1.58  $   0.50  216.0%
    Adjustments:
      Non-Cash asset
       impairment
       charges          0.02      1.33              0.08      1.33
      Mortgage debt
       refinance
       charges             -         -              0.01         -
      Gain on
       dealership
       disposition         -         -             (0.02)        -
      Gain on debt
       redemption      (0.02)    (0.01)            (0.22)    (0.02)
      Income tax
       benefit
       related
       to tax
       elections
       for prior
       periods         (0.07)        -             (0.07)        -
      Lease
       termination
       charges             -      0.01                 -      0.03
                    --------  --------          --------  --------
        Adjusted
         diluted
         income
         per share
         from
         continuing
         operations
         (1)        $   0.71  $   0.37   91.9%  $   1.36  $   1.84  (26.1)%


CASH FLOWS FROM CONTINUING OPERATIONS RECONCILIATION:


                       Three Months Ended          Nine Months Ended
                          September 30,               September 30,
                    -------------------------   --------------------------
                                         %                            %
                      2009      2008   Change     2009      2008    Change
                    --------  -------- ------   --------  --------  ------

  Net cash provided
   by operating
   activities, from
   continuing
   operations       $138,560  $121,209   14.3%  $464,772  $203,041  128.9%
    Adjustments:
      Change in
       floorplan
       notes
       payable-credit
       facility,
       excluding
       floorplan
       offset
       account       (83,806)  (66,949)         (364,109)  (10,366)
                    --------  --------          --------  --------
        Adjusted net
         cash provided
         by operating
         activities,
         from
         continuing
         operations
         (1)        $ 54,754  $ 54,260    0.9%  $100,663  $192,675  (47.8)%


(1) Adjusted net income from continuing operations, adjusted diluted
    earnings per share from continuing operations and adjusted net cash
    provided by operating activities, from continuing operations mean net
    income from continuing operations, diluted earnings per share from
    continuing operations and net cash provided by operating activities
    from continuing operations in accordance with GAAP, as the case may be,
    plus the adjustments noted above. We believe that these adjusted
    financial measures are relevant and useful to investors because they
    provide additional information regarding the performance of our
    operations and improve period-to-period comparability. These measures
    are not measures of financial performance under GAAP. Accordingly, they
    should not be considered as substitutes for their unadjusted
    counterparts, which are prepared in accordance with GAAP. Although we
    find 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 financial statements
    calculated in accordance with GAAP. Therefore, we typically use these
    adjusted numbers in conjunction with our GAAP results to address these
    limitations.

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AT GROUP 1:
President and CEO
Earl J. Hesterberg
(713) 647-5700

Senior Vice President and CFO
John C. Rickel
(713) 647-5700

Manager, Investor Relations
Kim Paper Canning
(713) 647-5700

AT Fleishman-Hillard:
Investors
John Roper
(713) 513-9505

AT Pierpont Communications:
Media
Clint L. Woods
(713) 627-2223


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