GROUP 1 AUTOMOTIVE INC - FORM 8-K - EX-99.1 - EXHIBIT 99.1

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8-K - 8-K - GROUP 1 AUTOMOTIVE INC	a20141stquarterearningsrel.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

Group 1 Automotive Reports 2014 First Quarter Financial Results

HOUSTON, April 24, 2014 - Group 1 Automotive, Inc. (NYSE: GPI), an international, Fortune 500 automotive retailer, today reported 2014 first quarter net income of $31.3 million and diluted earnings per common share of $1.19 for the period ended March 31, 2014. Net income increased 7.1 percent from the comparable, adjusted prior-year period. On a GAAP basis, net income increased 41.5 percent over the first quarter 2013. GAAP results for first quarter 2013 included $7.1 million of net after-tax costs primarily related to our Brazil acquisition.

“Despite a difficult start to the year due to significant weather disruption, we were able to achieve respectable financial results for the quarter due to a very strong performance in March,” said Earl J. Hesterberg, Group 1’s president and chief executive officer. “Our March results were driven by all-time record performance in our U.K. operations and extremely strong vehicle sales in the U.S., especially in Texas and Oklahoma.”

Consolidated Results for First Quarter 2014 (year-over-year comparable basis)


▪	Total revenue increased 15.1 percent to $2.3 billion; total gross profit grew 12.5 percent to $338.1 million.


▪	New vehicle revenues increased 14.3 percent. New vehicle gross profit increased 6.8 percent to $66.9 million as lower margins, down $121 per unit, partially offset the revenue growth. Same Store new vehicle unit sales grew 3.5 percent.


▪	U.K. Same Store revenue increased 29.7 percent driven by 17.8 percent growth in new vehicle unit sales.


▪	Retail used vehicle revenues increased 16.7 percent. Gross profit improved 6.3 percent to $42.8 million as lower margins, down $141 per unit, partially offset the revenue growth. Same Store used vehicle unit sales grew 5.0 percent.


▪	Parts and service gross profit increased 13.3 percent on revenue growth of 13.4 percent. Same Store parts and service gross profit increased 6.7 percent on revenue growth of 6.3 percent.


▪	Finance and Insurance (F&I) gross profit increased 19.3 percent. Same Store F&I gross profit per retail unit increased 10.8 percent to $1,391 per unit.

▪

SG&A expenses as a percent of gross profit increased 80 basis points over adjusted 2013 results to 76.2 percent, primarily explained by a shift in business towards our foreign operations. On a Same Store basis, SG&A expenses as a percent of gross profit increased 10 basis points over adjusted 2013 results to 74.9 percent, primarily explained by the impact of the severe weather in the United States.

Segment Results for First Quarter 2014 (year-over-year comparable basis)


▪	United States:

Group 1’s U.S. revenues were $1.8 billion, an increase of 6.6 percent. The revenue growth was primarily explained by unit sales increases of 4.1 percent in new vehicles and 7.7 percent in retail used vehicles, as well as an increase of 6.5 percent in parts and service revenue. The revenue drove gross profit growth of 6.2 percent, reflecting the higher new and used retail volumes, flat parts and service margins, and an F&I increase of 8.9 percent, or $119, to $1,458 per retail unit.

On a comparable basis, SG&A expenses as a percent of gross profit improved 10 basis points to 74.7 percent and operating margin was 3.5 percent. Group 1’s U.S. operations accounted for 81.1 percent of total revenues and 85.7 percent of total gross profit.


▪	United Kingdom:

Group 1’s U.K. operations accounted for 11.0 percent of total revenues and 8.5 percent of total gross profit. Reflecting significant acquisition activity over the past year and strong Same Store revenue growth of 29.7 percent, total revenue increased 44.8 percent to $247.7 million, and gross profit increased 49.9 percent. Revenue growth was primarily driven by 32.5 percent and 58.5 percent increases in new and used vehicle retail unit sales, respectively.

On a comparable basis, SG&A expenses as a percent of gross profit improved 470 basis points to 78.2 percent.


▪	Brazil:

Group 1’s Brazil operations accounted for 7.9 percent of total revenues and 5.8 percent of total gross profit. Gross profit was $19.7 million on revenues of $178.5 million. New vehicle sales were the primary revenue contributor at 70.4 percent, while new vehicles and parts and service were the primary gross profit contributors at 38.0 percent and 39.6 percent, respectively.

SG&A expenses as a percent of gross profit was at 95.1 percent and operating margin was 0.2 percent. The first quarter is seasonally the weakest of the year in Brazil and the Company expects to be profitable for the full year.

Corporate Development

As previously announced in January 2014, Group 1 acquired a Ford dealership and Hyundai dealership in California that are expected to generate $135 million in annualized revenue. Also in January 2014, Group 1 opened an additional Peugeot dealership in Brazil that was granted as an open point and is expected to generate $20 million in annual revenues. Two additional open points have been granted with openings targeted for late 2015. These additions include a Nissan franchise in Austin, Texas and a Land Rover franchise in Brazil. The Company will provide expected annual revenues for these open points as we announce their openings.

In early April 2014, Group 1 disposed of a Hyundai franchise in New Orleans, which generated $20 million of annual revenues.

Share Repurchase Authorization

During the quarter, Group 1 repurchased 270,054 shares at an average price per share of $62.74 for a total of $16.9 million. As of March 31, 2014, $54.5 million remains available under the Company’s prior common stock share repurchase authorization. Purchases may be made from time to time, based on market conditions, legal requirements and other corporate considerations, in the open market or in privately negotiated transactions.

First Quarter Earnings Conference Call Details

Group 1’s senior management will host a conference call today at 10 a.m. ET to discuss the first quarter financial results and the Company’s outlook and strategy.

The conference call will be simulcast live on the Internet at www.group1auto.com, then click on ‘Investor Relations’ and then ‘Events’ or visit www.group1corp.com/events. A webcast 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: 1-877-870-4263

International: 1-412-317-0790

A telephonic replay will be available following the call through May 26, 2014 at 9:00 a.m. ET by dialing:

Domestic: 1-877-344-7529

International: 1-412-317-0088

Replay ID: 10044041

About Group 1 Automotive, Inc.

Group 1 owns and operates 150 automotive dealerships, 190 franchises, and 37 collision centers in the United States, the United Kingdom and Brazil that offer 34 brands of automobiles. Through its dealerships, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts.

Group 1 Automotive can be reached on the Internet at www.group1auto.com.

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements related to future, not past, events and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. 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,” “should,” “foresee,” “may” or “will” and similar expressions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause actual 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. For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

SOURCE: Group 1 Automotive, Inc.

Investor contacts:

Sheila Roth

Manager, Investor Relations

Group 1 Automotive, Inc.

713-647-5741 | sroth@group1auto.com

Media contacts:

Pete DeLongchamps

V.P. Manufacturer Relations, Financial Services and Public Affairs

Group 1 Automotive Inc.

713-647-5770 | pdelongchamps@group1auto.com

Clint Woods

Pierpont Communications, Inc.

713-627-2223 | cwoods@piercom.com



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

	Three Months Ended March 31,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	1,268,836		$	1,110,235		14.3
Used vehicle retail sales	549,897			471,399			16.7
Used vehicle wholesale sales	89,173			74,551			19.6
Parts and service	269,317			237,510			13.4
Finance and insurance	83,640			70,137			19.3
Total revenues	2,260,863			1,963,832			15.1
COST OF SALES:
New vehicle retail sales	1,201,930			1,047,599			14.7
Used vehicle retail sales	507,096			431,123			17.6
Used vehicle wholesale sales	86,061			72,129			19.3
Parts and service	127,654			112,492			13.5
Total cost of sales	1,922,741			1,663,343			15.6
GROSS PROFIT	338,122			300,489			12.5
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	257,558			233,433			10.3
DEPRECIATION AND AMORTIZATION EXPENSE	9,925			8,413			18.0
OPERATING INCOME	70,639			58,643			20.5
OTHER EXPENSE:
Floorplan interest expense	(10,913		)	(9,364		)	16.5
Other interest expense, net	(10,513		)	(9,242		)	13.8
Other expense, net	—			(789		)	(100.0	)
INCOME BEFORE INCOME TAXES	49,213			39,248			25.4
PROVISION FOR INCOME TAXES	(17,910		)	(17,130		)	4.6
NET INCOME	$	31,303		$	22,118		41.5
Earnings allocated to participating securities	$	(1,156	)	$	(930	)	24.3
Earnings available to diluted common shares	$	30,147		$	21,188		42.3
DILUTED EARNINGS PER SHARE	$	1.19		$	0.88		35.2
Weighted average dilutive common shares outstanding	25,428			24,113			5.5
Weighted average participating securities	963			1,072			(10.2	)
Total weighted average shares outstanding	26,391			25,185			4.8



Group 1 Automotive, Inc.
Consolidated Balance Sheets
(Dollars in thousands)
	March 31,			December 31,
	2014			2013			% Change
	(Unaudited)
ASSETS:
CURRENT ASSETS:
Cash and cash equivalents	$	17,687		$	20,215		(12.5	)
Contracts in transit and vehicle receivables, net	208,461			225,156			(7.4	)
Accounts and notes receivable, net	131,494			135,058			(2.6	)
Inventories, net	1,537,112			1,542,318			(0.3	)
Deferred income taxes	18,262			21,150			(13.7	)
Prepaid expenses and other current assets	23,257			24,041			(3.3	)
Total current assets	1,936,273			1,967,938			(1.6	)
PROPERTY AND EQUIPMENT, net	827,121			796,356			3.9
GOODWILL AND INTANGIBLE FRANCHISE RIGHTS	1,048,265			1,038,808			0.9
OTHER ASSETS	14,278			16,376			(12.8	)
Total assets	$	3,825,937		$	3,819,478		0.2
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Floorplan notes payable - credit facility and other	$	1,108,849		$	1,143,104		(3.0	)
Offset account related to floorplan notes payable - credit facility	(33,646		)	(56,198		)	(40.1	)
Floorplan notes payable - manufacturer affiliates	314,976			346,572			(9.1	)
Current maturities of long-term debt and short-term financing	29,967			36,225			(17.3	)
Accounts payable	280,454			254,930			10.0
Accrued expenses	150,319			140,543			7.0
Total current liabilities	1,850,919			1,865,176			(0.8	)
2.25% CONVERTIBLE SENIOR NOTES (aggregate principal of $182,753 at March 31, 2014 and December 31, 2013)	162,425			160,334			1.3
3.00% CONVERTIBLE SENIOR NOTES (aggregate principal of $115,000 at March 31, 2014 and December 31, 2013)	85,255			84,305			1.1
MORTGAGE FACILITY, net of current maturities	63,786			64,271			(0.8	)
ACQUISITION LINE	49,970			60,000			(16.7	)
OTHER REAL ESTATE RELATED AND LONG-TERM DEBT, net of current maturities	260,471			250,958			3.8
CAPITAL LEASE OBLIGATIONS RELATED TO REAL ESTATE, net of current maturities	43,135			43,821			(1.6	)
DEFERRED INCOME TAXES	150,009			152,291			(1.5	)
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES	25,661			26,078			(1.6	)
OTHER LIABILITIES	49,052			47,975			2.2
COMMITMENTS AND CONTINGENCIES
TEMPORARY EQUITY - REDEEMABLE EQUITY PORTION OF THE 3.00% CONVERTIBLE SENIOR NOTES	28,194			29,094			(3.1	)
STOCKHOLDERS' EQUITY:
Common stock	258			257			0.4
Additional paid-in capital	368,728			368,641			—
Retained earnings	803,302			776,101			3.5
Accumulated other comprehensive loss	(44,242		)	(51,677		)	(14.4	)
Treasury stock	(70,986		)	(58,147		)	22.1
Total stockholders' equity	1,057,060			1,035,175			2.1
Total liabilities and stockholders' equity	$	3,825,937		$	3,819,478		0.2



Group 1 Automotive, Inc.
Consolidated Statements of Adjusted Cash Flow from Operating Activities
(Unaudited)
(Dollars in thousands)

	Three Months Ended March 31,
	2014			2013			% Change
Net income	$	31,303		$	22,118		41.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	9,925			8,413			18.0
Deferred income taxes	2,913			9,127			(68.1	)
Gain on disposition of assets and franchise	(16		)	(578		)	(97.2	)
Stock-based compensation	3,660			3,403			7.6
Amortization of debt discount and issue costs	3,612			3,386			6.7
Other	(189		)	55			(443.6	)
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Accounts payable and accrued expenses	46,555			53,266			(12.6	)
Accounts and notes receivable	4,822			1,838			162.4
Inventories	38,269			(84,053		)	145.5
Contracts-in-transit and vehicle receivables	16,780			14,065			19.3
Prepaid expenses and other assets	2,697			1,764			52.9
Floorplan notes payable - credit facilities⁽¹⁾	(43,981		)	39,419			(211.6	)
Floorplan notes payable - manufacturer affiliates ⁽²⁾	(47,173		)	25,769			(283.1	)
Deferred revenues	504			79			538.0
Adjusted net cash provided by operating activities ⁽³⁾	$	69,681		$	98,071		(28.9	)

⁽¹⁾ Excludes net acquisition/(disposition) related activity of $8,988 and $(7,323) for the three months ended March 31, 2014 and 2013, respectively.

⁽²⁾ Excludes net acquisition/(disposition) related activity of $19,530 and $3,274 for the three months ended March 31, 2014 and 2013, respectively.

⁽³⁾ We believe that all floorplan financing of inventory purchases in the normal course of business should correspond with the related inventory activity and be classified as an operating activity. As a result, we use the non-GAAP measure "Adjusted net cash provided by operating activities" to evaluate our cash flows. We believe that this classification eliminates excess volatility in our operating cash flows prepared in accordance with U.S. GAAP and improves period-to-period comparability.



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

		Three Months Ended
		March 31,
		2014 (%)	2013 (%)
NEW VEHICLE UNIT SALES GEOGRAPHIC MIX:
Region	Geographic Market
East	Massachusetts	5.4	6.4
	Georgia	4.4	4.3
	New Jersey	3.3	4.8
	New Hampshire	2.1	2.3
	Louisiana	2.0	2.5
	New York	1.7	2.9
	South Carolina	1.3	1.6
	Mississippi	1.3	1.8
	Florida	1.3	1.4
	Alabama	0.8	0.9
	Maryland	0.4	0.6
		24.0	29.5
West	Texas	34.2	34.2
	California	9.6	13.4
	Oklahoma	8.5	7.4
	Kansas	2.4	2.5
	Louisiana	0.7	—
		55.4	57.5
International	Brazil	10.7	4.5
	United Kingdom	9.9	8.5
		100.0	100.0
NEW VEHICLE UNIT SALES BRAND MIX:
Toyota/Scion/Lexus		25.8	27.6
Ford/Lincoln		12.1	11.5
Honda/Acura		11.6	12.3
BMW/MINI		11.2	10.3
Nissan/Infiniti		9.7	10.6
Volkswagen/Audi/Porsche		6.6	6.9
Chevrolet/GMC/Buick/Cadillac		5.5	5.3
Hyundai/Kia		5.4	4.5
Chrysler/Dodge/Jeep/RAM		4.6	4.3
Mercedes Benz/smart/Sprinter		4.0	4.5
Other		3.5	2.2
		100.0	100.0



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

	Three Months Ended March 31,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	1,012,552		$	962,633		5.2
Used vehicle retail sales	450,487			418,339			7.7
Used vehicle wholesale sales	64,471			57,669			11.8
Total used	514,958			476,008			8.2
Parts and service	230,319			216,354			6.5
Finance and insurance	76,797			66,792			15.0
Total	$	1,834,626		$	1,721,787		6.6
GROSS MARGIN %:
New vehicle retail sales	5.0			5.4
Used vehicle retail sales	8.3			9.0
Used vehicle wholesale sales	3.5			3.7
Total used	7.7			8.3
Parts and service	53.1			53.1
Finance and insurance	100.0			100.0
Total	15.8			15.9
GROSS PROFIT:
New vehicle retail sales	$	50,935		$	51,582		(1.3	)
Used vehicle retail sales	37,440			37,619			(0.5	)
Used vehicle wholesale sales	2,256			2,125			6.2
Total used	39,696			39,744			(0.1	)
Parts and service	122,303			114,823			6.5
Finance and insurance	76,797			66,793			15.0
Total	$	289,731		$	272,942		6.2
UNITS SOLD:
Retail new vehicles sold	29,947			28,778			4.1
Retail used vehicles sold	22,743			21,116			7.7
Wholesale used vehicles sold	9,950			9,657			3.0
Total used	32,693			30,773			6.2
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	33,811		$	33,450		1.1
Used vehicle retail	$	19,808		$	19,811		—
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,701		$	1,792		(5.1	)
Used vehicle retail sales	1,646			1,782			(7.6	)
Used vehicle wholesale sales	227			220			3.2
Total used	1,214			1,292			(6.0	)
Finance and insurance (per retail unit)	$	1,458		$	1,339		8.9
OTHER: ⁽¹⁾
SG&A expenses	$	216,396		$	204,091		6.0
SG&A as % revenues	11.8			11.9
SG&A as % gross profit	74.7			74.8
Operating margin %	3.5			3.6
Pretax margin %	2.5			2.6
INTEREST EXPENSE:
Floorplan interest	$	(8,584	)	$	(8,296	)	3.5
Floorplan assistance	9,715			8,173			18.9
Net floorplan income (expense)	$	1,131		$	(123	)	1,019.5
Other interest expense, net	$	(10,263	)	$	(9,041	)	13.5

⁽¹⁾ These amounts have been adjusted to exclude the impact of certain items to provide additional information regarding the performance of our operations and improve period-to-period comparability. Refer to our Reconciliation of Certain Non-GAAP Financial Measures for the description of aforementioned adjustments.



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

	Three Months Ended March 31,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	130,601		$	94,824		37.7
Used vehicle retail sales	71,477			44,965			59.0
Used vehicle wholesale sales	19,645			13,765			42.7
Total used	91,122			58,730			55.2
Parts and service	21,360			14,771			44.6
Finance and insurance	4,618			2,753			67.7
Total	$	247,701		$	171,078		44.8
GROSS MARGIN %:
New vehicle retail sales	6.5			7.0
Used vehicle retail sales	5.0			4.9
Used vehicle wholesale sales	2.3			0.6
Total used	4.4			3.9
Parts and service	54.2			50.7
Finance and insurance	100.0			100.0
Total	11.6			11.2
GROSS PROFIT:
New vehicle retail sales	$	8,498		$	6,632		28.1
Used vehicle retail sales	3,589			2,217			61.9
Used vehicle wholesale sales	451			84			436.9
Total used	4,040			2,301			75.6
Parts and service	11,573			7,484			54.6
Finance and insurance	4,618			2,753			67.7
Total	$	28,729		$	19,170		49.9
UNITS SOLD:
Retail new vehicles sold	3,745			2,827			32.5
Retail used vehicles sold	2,739			1,728			58.5
Wholesale used vehicles sold	2,161			1,443			49.8
Total used	4,900			3,171			54.5
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	34,873		$	33,542		4.0
Used vehicle retail	$	26,096		$	26,021		0.3
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	2,269		$	2,346		(3.3	)
Used vehicle retail sales	1,310			1,283			2.1
Used vehicle wholesale sales	209			58			260.3
Total used	824			726			13.5
Finance and insurance (per retail unit)	$	712		$	604		17.9
OTHER: ⁽¹⁾
SG&A expenses	$	22,472		$	15,894		41.4
SG&A as % revenues	9.1			9.3
SG&A as % gross profit	78.2			82.9
Operating margin %	2.2			1.6
Pretax margin %	1.9			1.3
INTEREST EXPENSE:
Floorplan interest	$	(433	)	$	(306	)	41.5
Floorplan assistance	102			—			100.0
Net floorplan expense	$	(331	)	$	(306	)	8.2
Other interest expense, net	$	(451	)	$	(213	)	111.7



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

	Three Months Ended March 31,
	2014			2013 ⁽²⁾			% Change
REVENUES:
New vehicle retail sales	$	125,683		$	52,778		138.1
Used vehicle retail sales	27,933			8,095			245.1
Used vehicle wholesale sales	5,057			3,117			62.2
Total used	32,990			11,212			194.2
Parts and service	17,638			6,385			176.2
Finance and insurance	2,225			592			275.8
Total	$	178,536		$	70,967		151.6
GROSS MARGIN %:
New vehicle retail sales	5.9			8.4
Used vehicle retail sales	6.3			5.4
Used vehicle wholesale sales	8.0			6.8
Total used	6.6			5.8
Parts and service	44.1			42.4
Finance and insurance	100.0			100.0
Total	11.0			11.8
GROSS PROFIT:
New vehicle retail sales	$	7,473		$	4,422		69.0
Used vehicle retail sales	1,772			440			302.7
Used vehicle wholesale sales	405			212			91.0
Total used	2,177			652			233.9
Parts and service	7,787			2,710			187.3
Finance and insurance	2,225			592			275.8
Total	$	19,662		$	8,376		134.7
UNITS SOLD:
Retail new vehicles sold	4,057			1,491			172.1
Retail used vehicles sold	1,395			394			254.1
Wholesale used vehicles sold	673			235			186.4
Total used	2,068			629			228.8
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	30,979		$	35,398		(12.5	)
Used vehicle retail	$	20,024		$	20,546		(2.5	)
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,842		$	2,966		(37.9	)
Used vehicle retail sales	1,270			1,117			13.7
Used vehicle wholesale sales	602			902			(33.3	)
Total used	1,053			1,037			1.5
Finance and insurance (per retail unit)	$	408		$	314		29.9
OTHER: ⁽¹⁾
SG&A expenses	$	18,690		$	6,702		178.9
SG&A as % revenues	10.5			9.4
SG&A as % gross profit	95.1			80.0
Operating margin %	0.2			2.0
Pretax margin %	(0.7		)	1.0
INTEREST EXPENSE:
Floorplan interest expense	$	(1,896	)	$	(762	)	148.8
Floorplan assistance	—			—			—
Net floorplan expense	$	(1,896	)	$	(762	)	148.8
Other interest income, net	$	201		$	12		1,575.0
⁽¹⁾ These amounts have been adjusted to exclude the impact of certain items to provide additional information regarding the performance of our operations and improve period-to-period comparability. Refer to our Reconciliation of Certain Non-GAAP Financial Measures for the description of aforementioned adjustments.
⁽²⁾Results are for the period from the date of acquisition (February 28, 2013) through March 31, 2013.



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

	Three Months Ended March 31,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	1,268,836		$	1,110,235		14.3
Used vehicle retail sales	549,897			471,399			16.7
Used vehicle wholesale sales	89,173			74,551			19.6
Total used	639,070			545,950			17.1
Parts and service	269,317			237,510			13.4
Finance and insurance	83,640			70,137			19.3
Total	$	2,260,863		$	1,963,832		15.1
GROSS MARGIN %:
New vehicle retail sales	5.3			5.6
Used vehicle retail sales	7.8			8.5
Used vehicle wholesale sales	3.5			3.2
Total used	7.2			7.8
Parts and service	52.6			52.6
Finance and insurance	100.0			100.0
Total	15.0			15.3
GROSS PROFIT:
New vehicle retail sales	$	66,906		$	62,636		6.8
Used vehicle retail sales	42,801			40,276			6.3
Used vehicle wholesale sales	3,112			2,422			28.5
Total used	45,913			42,698			7.5
Parts and service	141,663			125,018			13.3
Finance and insurance	83,640			70,137			19.3
Total	$	338,122		$	300,489		12.5
UNITS SOLD:
Retail new vehicles sold	37,749			33,096			14.1
Retail used vehicles sold	26,877			23,238			15.7
Wholesale used vehicles sold	12,784			11,335			12.8
Total used	39,661			34,573			14.7
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	33,612		$	33,546		0.2
Used vehicle retail	$	20,460		$	20,286		0.9
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,772		$	1,893		(6.4	)
Used vehicle retail sales	1,592			1,733			(8.1	)
Used vehicle wholesale sales	243			214			13.6
Total used	1,158			1,235			(6.2	)
Finance and insurance (per retail unit)	$	1,294		$	1,245		3.9
OTHER: ⁽¹⁾
SG&A expenses	$	257,558		$	226,687		13.6
SG&A as % revenues	11.4			11.5
SG&A as % gross profit	76.2			75.4
Operating margin %	3.1			3.3
Pretax margin %	2.2			2.4
INTEREST EXPENSE:
Floorplan interest	$	(10,913	)	$	(9,364	)	16.5
Floorplan assistance	9,817			8,173			20.1
Net floorplan expense	$	(1,096	)	$	(1,191	)	(8.0	)
Other interest expense, net	$	(10,513	)	$	(9,242	)	13.8
⁽¹⁾These amounts have been adjusted to exclude the impact of certain items to provide additional information regarding the performance of our operations and improve period-to-period comparability. Refer to our Reconciliation of Certain Non-GAAP Financial Measures for a description of the aforementioned adjustments.



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

	Three Months Ended March 31,
	2014		2013		% Change
REVENUES:
New vehicle retail sales	$	1,114,243	$	1,069,157	4.2
Used vehicle retail sales	490,862		456,866		7.4
Used vehicle wholesale sales	79,910		72,001		11.0
Total used	570,772		528,867		7.9
Parts and service	241,273		226,938		6.3
Finance and insurance	78,266		67,849		15.4
Total	$	2,004,554	$	1,892,811	5.9
GROSS MARGIN %:
New vehicle retail sales	5.2		5.7
Used vehicle retail sales	7.7		8.5
Used vehicle wholesale sales	3.5		3.3
Total used	7.2		7.8
Parts and service	52.8		52.6
Finance and insurance	100.0		100.0
Total	15.2		15.3
GROSS PROFIT:
New vehicle retail sales	$	58,362	$	61,119	(4.5	)
Used vehicle retail sales	38,000		39,006		(2.6	)
Used vehicle wholesale sales	2,836		2,409		17.7
Total used	40,836		41,415		(1.4	)
Parts and service	127,386		119,337		6.7
Finance and insurance	78,266		67,849		15.4
Total	$	304,850	$	289,720	5.2
UNITS SOLD:
Retail new vehicles sold	32,688		31,587		3.5
Retail used vehicles sold	23,588		22,456		5.0
Wholesale used vehicles sold	11,404		10,863		5.0
Total used	34,992		33,319		5.0
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	34,087	$	33,848	0.7
Used vehicle retail	$	20,810	$	20,345	2.3
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,785	$	1,935	(7.8	)
Used vehicle retail sales	1,611		1,737		(7.3	)
Used vehicle wholesale sales	249		222		12.2
Total used	1,167		1,243		(6.1	)
Finance and insurance (per retail unit)	$	1,391	$	1,255	10.8
OTHER:⁽²⁾
SG&A expenses	$	228,338	$	216,809	5.3
SG&A as % revenues	11.4		11.5
SG&A as % gross profit	74.9		74.8
Operating margin %	3.4		3.4

⁽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.

⁽²⁾ These amounts have been adjusted to exclude the impact of certain items to provide additional information regarding the performance of our operations and improve period-to-period comparability. Refer to our Reconciliation of Certain Non-GAAP Financial Measures for a description of the aforementioned adjustments.



Group 1 Automotive, Inc.
Reconciliation of Certain Non-GAAP Financial Measures - U.S.
(Unaudited)
(Dollars in thousands)

		Three Months Ended March 31,
		2014		2013			% Change
SG&A RECONCILIATION:
	As reported	$	216,396	$	209,484		3.3
	Pre-tax adjustments:
	Catastrophic events	—		(808		)
	Gain on dealership disposition	—		574
	Acquisition costs	—		(5,159		)
	Adjusted SG&A ⁽¹⁾	$	216,396	$	204,091		6.0
SG&A AS % REVENUES:
	Unadjusted	11.8		12.2
	Adjusted ⁽¹⁾	11.8		11.9
SG&A AS % GROSS PROFIT:
	Unadjusted	74.7		76.8
	Adjusted ⁽¹⁾	74.7		74.8
OPERATING MARGIN %:
	Unadjusted	3.5		3.2
	Adjusted ^(1),(2)	3.5		3.6
PRETAX MARGIN %:
	Unadjusted	2.5		2.2
	Adjusted ^(1),(2)	2.5		2.6



(1)	We have included certain non-GAAP financial measures as defined under SEC rules, which exclude certain items. These adjusted measures are not measures of financial performance under GAAP. As required by SEC rules, we provide reconciliations of these adjusted measures to the most directly comparable GAAP measures. We believe that these adjusted financial measures are relevant and useful to investors because they improve the transparency of our disclosure, provide a meaningful presentation of results from our core business operations and improve period-to-period comparability of our results from our core business operations.
(2)	Excludes the impact of SG&A reconciling items above.



Group 1 Automotive, Inc.
Reconciliation of Certain Non-GAAP Financial Measures - U.K.
(Unaudited)
(Dollars in thousands)

		Three Months Ended March 31,
		2014		2013			% Change
SG&A RECONCILIATION:
	As reported	$	22,472	$	16,036		40.1
	Pre-tax adjustments:
	Acquisition costs	—		(142		)
	Adjusted SG&A ⁽¹⁾	$	22,472	$	15,894		41.4
SG&A AS % REVENUES:
	Unadjusted	9.1		9.4
	Adjusted ⁽¹⁾	9.1		9.3
SG&A AS % GROSS PROFIT:
	Unadjusted	78.2		83.7
	Adjusted ⁽¹⁾	78.2		82.9
OPERATING MARGIN %:
	Unadjusted	2.2		1.5
	Adjusted ^(1),(2)	2.2		1.6
PRETAX MARGIN %:
	Unadjusted	1.9		1.2
	Adjusted ^(1),(2)	1.9		1.3



(1)	We have included certain non-GAAP financial measures as defined under SEC rules, which exclude certain items. These adjusted measures are not measures of financial performance under GAAP. As required by SEC rules, we provide reconciliations of these adjusted measures to the most directly comparable GAAP measures. We believe that these adjusted financial measures are relevant and useful to investors because they improve the transparency of our disclosure, provide a meaningful presentation of results from our core business operations and improve period-to-period comparability of our results from our core business operations.
(2)	Excludes the impact of SG&A reconciling item above.



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

		Three Months Ended March 31,
		2014			2013 ⁽⁴⁾			% Change
SG&A RECONCILIATION:
	As reported	$	18,690		$	7,913		136.2
	Pre-tax adjustments:
	Acquisition costs	—			(1,211		)
	Adjusted SG&A ⁽¹⁾	$	18,690		$	6,702		178.9

SG&A AS % REVENUES:
	Unadjusted	10.5			11.2
	Adjusted ⁽¹⁾	10.5			9.4

SG&A AS % GROSS PROFIT:
	Unadjusted	95.1			94.5
	Adjusted ⁽¹⁾	95.1			80.0

OPERATING MARGIN %
	Unadjusted	0.2			0.3
	Adjusted ^(1),(2)	0.2			2.0

PRETAX MARGIN %:
	Unadjusted	(0.7		)	(1.8		)
	Adjusted ^(1),(3)	(0.7		)	1.0

(1)	We have included certain non-GAAP financial measures as defined under SEC rules, which exclude certain items. These adjusted measures are not measures of financial performance under GAAP. As required by SEC rules, we provide reconciliations of these adjusted measures to the most directly comparable GAAP measures. We believe that these adjusted financial measures are relevant and useful to investors because they improve the transparency of our disclosure, provide a meaningful presentation of results from our core business operations and improve period-to-period comparability of our results from our core business operations.
(2)	Excludes the impact of SG&A reconciling items above.
(3)	Excludes the impact of SG&A reconciling items above, as well as the other expense, net of $789, for the period from the date of acquisition (February 28, 2013) through March 31, 2013.
(4)	Results are for the period from the date of acquisition (February 28, 2013) through March 31, 2013.



Group 1 Automotive, Inc.
Reconciliation of Certain Non-GAAP Financial Measures - Consolidated
(Unaudited)
(Dollars in thousands, except per share amounts)
		Three Months Ended March 31,
		2014		2013			% Change
NET INCOME RECONCILIATION:
	As reported	$	31,303	$	22,118		41.5
	After-tax adjustments:
	Catastrophic events ⁽⁶⁾	—		504
	Gain on dealership disposition ⁽⁷⁾	—		(356		)
	Acquisition costs ⁽⁵⁾	—		6,968
	Adjusted net income ⁽¹⁾	$	31,303	$	29,234		7.1
ADJUSTED NET INCOME ATTRIBUTABLE TO DILUTED COMMON SHARES RECONCILIATION
	Adjusted net income	$	31,303	$	29,234		7.1
	Less: Adjusted earnings allocated to participating securities	1,156		1,233			(6.2	)
	Adjusted net income available to diluted common shares	$	30,147	$	28,001		7.7
DILUTED INCOME PER COMMON SHARE RECONCILIATION:
	As reported	$	1.19	$	0.88		35.2
	After-tax adjustments:
	Catastrophic events	—		0.02
	Gain on dealership disposition	—		(0.01		)
	Acquisition costs	—		0.27
	Adjusted diluted income per share ⁽¹⁾	$	1.19	$	1.16		2.6
SG&A RECONCILIATION:
	As reported	$	257,558	$	233,433		10.3
	Pre-tax adjustments:
	Catastrophic events	—		(808		)
	Gain on dealership disposition	—		574
	Acquisition costs	—		(6,512		)
	Adjusted SG&A ⁽¹⁾	$	257,558	$	226,687		13.6
SG&A AS % REVENUES:
	Unadjusted	11.4		11.9
	Adjusted ⁽¹⁾	11.4		11.5
SG&A AS % GROSS PROFIT:
	Unadjusted	76.2		77.7
	Adjusted ⁽¹⁾	76.2		75.4
OPERATING MARGIN %:
	Unadjusted	3.1		3.0
	Adjusted ^(1),(2)	3.1		3.3
PRETAX MARGIN %:
	Unadjusted	2.2		2.0
	Adjusted ^(1),(3)	2.2		2.4



SAME STORE SG&A RECONCILIATION:
	As reported	$	228,338		$	224,129		1.9
	Pre-tax adjustments:
	Catastrophic events	—			(808		)
	Acquisition costs	—			(6,512		)
	Adjusted Same Store SG&A ⁽¹⁾	$	228,338		$	216,809		5.3
SAME STORE SG&A AS % REVENUES:
	Unadjusted	11.4			11.8
	Adjusted⁽¹⁾	11.4			11.5
SAME STORE SG&A AS % GROSS PROFIT:
	Unadjusted	74.9			77.4
	Adjusted⁽¹⁾	74.9			74.8
SAME STORE OPERATING MARGIN %:
	Unadjusted	3.4			3.0
	Adjusted^(1),(4)	3.4			3.4
CASH FLOWS FROM OPERATING ACTIVITIES RECONCILIATION:
	Net cash provided by operating activities	$	133,192		$	61,926		115.1
	Change in floorplan notes payable-credit facility, excluding floorplan offset account and net acquisition and disposition related activity	(43,981		)	39,419
	Change in floorplan notes payable-manufacturer affiliates associated with net acquisition and disposition related activity	(19,530		)	(3,274		)
	Adjusted net cash provided by operating activities ⁽¹⁾	$	69,681		$	98,071		(28.9	)



(1)	We have included certain non-GAAP financial measures as defined under SEC rules, which exclude certain items. These adjusted measures are not measures of financial performance under GAAP. As required by SEC rules, we provide reconciliations of these adjusted measures to the most directly comparable GAAP measures. We believe that these adjusted financial measures are relevant and useful to investors because they improve the transparency of our disclosure, provide a meaningful presentation of results from our core business operations and improve period-to-period comparability of our results from our core business operations.
(2)	Excludes the impact of SG&A reconciling items above.
(3)	Excludes the impact of SG&A reconciling items above, as well as the other expense, net of $789, for the three months ended March 31, 2013.
(4)	Excludes the impact of Same Store SG&A reconciling items above.
(5)	Adjustment is net of tax benefit of $334 for the three months ended March 31, 2013, calculated utilizing the applicable federal and state tax rates for the adjustment.
(6)	Adjustment is net of tax benefit of $304 for the three months ended March 31, 2013, calculated utilizing the applicable federal and state tax rates for the adjustment.
(7)	Adjustment is net of tax provision of $218 for the three months ended March 31, 2013, calculated utilizing the applicable federal and state tax rates for the adjustment.

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GROUP 1 AUTOMOTIVE INC Reports