Good morning, ladies and gentlemen and welcome to Group 1 Automotive’s Third Quarter 2024 Financial Results Conference Call. Please be advised that this call is being recorded. I would now like to turn the call over to Mr. Pete DeLongchamps, Group 1’s Senior Vice President of Manufacturer Relations and Financial Services. Please go ahead, Mr. DeLongchamps.

Thank you, Jamie. Good morning, everyone and welcome to today’s call. The earnings release we issued this morning and a related slide presentation that includes reconciliations related to the adjusted results we will refer to on this call for comparison purposes have been posted to the Group 1 website. Before we begin, I’d like to make some brief remarks about forward-looking statements and the use of non-GAAP financial measures. Except for historical information mentioned during the conference call, statements made by management of Group 1 Automotive are forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve both known and unknown risks and uncertainties, which may cause the company's actual results in future periods to differ materially from forecasted results. Those risks include, but are not limited to, risks associated with pricing, volume, inventory supply due to increased customer demand and reduced manufactured production levels due to component shortages, conditions of markets, successful integration of acquisitions, and adverse developments in the global economy and resulting impacts on demand for new and used vehicles and related services. Those and other risks are described in the company's filings with the Securities and Exchange Commission. In addition, certain non-GAAP financial measures as defined under SEC rules may be discussed on this call. As required by applicable SEC rules, the company provides reconciliations of any such non-GAAP financial measures to the most directly comparable GAAP measures on its website. Participating with me on today's call are Daryl Kenningham, our President and Chief Executive Officer; and Daniel McHenry, Senior Vice President and Chief Financial Officer. I'd now like to hand the call over to Daryl.

Thank you, Pete. Good morning, everyone. Thanks to our great teams in the US and the UK, we were pleased with our performance in the quarter. I'll start with our UK business. During the quarter, we closed on the previously announced Inchcape retail transaction, adding $2.7 billion in revenue from 54 dealerships in key hubs such as the Midlands, the Northwest of England, and Wales. In a separate transaction, we also acquired 4 additional Mercedes-Benz dealerships north of London. Additionally, we recently closed on a large BMW store in Lincoln, England. We are encouraged by the pace of integration of these new dealerships in our portfolio. The brand and geographic mix are outstanding and give us significant scale and reach that will improve our SG&A leverage. Because of our size now in the UK, we've been able to significantly strengthen our relationships with great brands like BMW, Volkswagen, Audi, Porsche, Mercedes-Benz, Toyota, Land Rover, and Ford. A close relationship with our OEM partners based on performance and commitment is critical to our growth focus. On October 1, Mark Raban joined us as CEO of Group 1 UK. Mark brings with him deep industry and public company knowledge in the UK market. He is both operationally and financially sound. Mark has already appointed his leadership team comprised of both legacy Group 1 leaders and Inchcape retail leaders. We now have the strongest leadership team we've ever had in our UK business. We are also working on bringing the rest of the organizations together and hope to have that substantially finished by the end of 2024. It's a big task to integrate this many stores and two corporate organizations that quickly, but we believe it's important, and we believe integration is a strength at Group 1. In his upcoming comments, Daniel McHenry will give several specific examples of the integration activities and their expected benefits. Based on what we've seen after 80 days of ownership, we have more confidence today that the Inchcape retail acquisition will be a significant contributor to Group 1 and our shareholders. Turning to the US, there were slight continuing impacts from the CDK outage on our third quarter operations. There were some business impacts on our largest market, Houston, from Hurricane Beryl in July, as some stores were without power for up to a week. We felt some moderate impact from Helene in late September. We don't believe there was any impact from Milton since it didn't hit until October the 5th. In the third quarter, we saw record new and used vehicle units delivered, our F&I business performed well, and our new vehicle gross profits held up well, and our US adjusted SG&A leverage was excellent at 64.3%. Our US same-store service business grew a little over 8%, which we consider quite good coming off of double-digit increases each of the last three year-over-year quarters in customer pay. Our UK same-store service business grew over 13% in local currency in the third quarter. We continue to view after-sales as a way to differentiate Group 1. We believe it is the most underinvested area of our business and for a number of reasons, we believe there's tremendous opportunity for growth well into the future. We continue to be successful adding and retaining technicians, adding eight more technicians in the US this year and we are putting even more focus into this. As an example of our commitment, we know that employee engagement scores are higher and turnover is lower in workshops with air conditioning. We are well underway with a capital program to install air conditioning in nearly 90% of our shops in the United States, up from just over 55% when we began the project. We expect to be substantially finished with this project by the end of 2025. While we are focused on retaining and hiring technicians, we believe we have a long way to go before we reach the limits of our facility capacity. We still have over 400 empty stalls in our US stores. However, to make what we feel is an important point, we do not view stall count as a limiter in growing our technician staffing. Our estimate is that one third of our US stores have more technicians on staff than we have stalls. To be more specific, those nearly 50 stores have 19% more technicians than stalls. So we believe we can continue to hire technicians far into the future without physical facility limitations. And one last word on our after-sales business, over one third of our customers who come into our store for warranty work also have some customer pay work done. So as long as we continue to see some of these large recalls and warranty campaigns from major brands, we expect that incremental warranty work is a bit of a tailwind on customer pay. While we regularly evaluate other business adjacencies, we continue to believe in this environment the best use of our shareholders' capital is investing in new vehicle franchise dealerships. We believe that entering other business adjacencies limits our returns, but it also dilutes our focus. And fundamentally, we don't believe we should be in any business that potentially competes with our OEM partners. As a result of this focus, our performance on our acquisition eligibility criteria is quite strong across nearly all of our OEMs. That allows us to engage in acquisition discussions on nearly any brand with the confidence that we will be approved. The brands we've grown with just this year like Lexus, Honda, Mercedes-Benz, BMW, Toyota, Porsche, Land Rover, and Audi are all examples of our ability to acquire outstanding brands in desirable markets because we perform well on the OEM eligibility metrics. We view those relationships rooted in performance as critical to our success. Another important element of our capital allocation strategy is share buybacks. We continue to balance acquisitions and dispositions with repurchasing our shares. This year, we have bought back another 3.4% of the company for $138 million. We have repurchased 24% of our stock in the past 33 months. In the months ahead, should we believe repurchasing our stock is a better option to return capital to shareholders, we will certainly pursue that aggressively. Now, I'll turn the call over to our CFO, Daniel McHenry, for an operating and financial overview. Daniel?

Thank you, Daryl, and good morning, everyone. In the third quarter of 2024, Group 1 Automotive reported adjusted net income of $133.5 million and quarterly adjusted diluted EPS from continuing operations of $9.90. Total revenues for the current quarter were $5.2 billion, setting an all-time quarterly record, with impressive results across all business lines. This includes new vehicle sales of $2.6 billion, used vehicle sales of $1.7 billion, parts and service revenues of $660 million, and F&I of $214 million. At the end of the quarter, we had just over 2,000 new and used vehicles in stop sale, primarily higher GPU models, which slightly impacted our GPU averages for the quarter. In our US operations, we achieved a record $2 billion in new vehicle revenues driven by an increase in new vehicle units sold, up 7% on a reported basis. This demonstrates resilient demand and our ongoing strategy of driving volume through new dealership acquisitions. We are satisfied with the new vehicle GPU performance, which decreased only $143 and $129 from the previous quarter on a reported and same-store basis, respectively. This performance is notable given the global stop sell affecting certain vehicle models from manufacturers such as Lexus and BMW. Used vehicles saw a sequential volume increase with same-store units up 1,076 or 3% sequentially, while pricing rose 216 units and GPU fell only $109. Our franchise model faced challenges due to the global stop sale, but we are pleased with our ability to increase volume and maintain pricing, reflecting our disciplined approach and effective use of technology for pricing used vehicles. Our F&I revenues reached $185 million, also a quarterly record for the US. F&I and IGPU of $2,406 grew from the same-store sequential quarter and year-over-year basis, thanks to the excellent performance of our F&I professionals in keeping GPU discipline. Regarding after sales, third quarter revenues and gross profits reached all-time highs, exceeding both sequential and year-over-year performance. Same-store customer pay and warranty revenues for the quarter rose by 5% and 19.6% year-over-year, respectively, showcasing our ability to enhance after sales capacity on a same-store basis. Although our overall same-store non-technician US headcount declined by 10% from 2019, our technician headcount increased by 20% over the same timeframe. As Daryl mentioned earlier, we added an additional 8% of technicians this year. Now, turning to SG&A, US adjusted SG&A as a percentage of gross profit saw a minor decrease of 6 basis points sequentially to 64.3%, reflecting our ongoing efforts to manage costs below pre-COVID levels while new vehicle margins stabilize. In the UK, acquisition activity led to an all-time quarterly record in total revenues, achieving a 55.2% year-over-year increase. We are pleased to maintain same-store gross profit due to improvements in after sales. Sequentially, new vehicle GPUs fell by $109 and $15 on a same-store basis. Same-store retail used vehicle units increased nearly by 4%, but faced challenges with sequential GPU declines of $71. Despite the difficult used vehicle market, same-store wholesale losses per unit improved from the previous quarter, highlighting our focus on effectively managing our used vehicle inventory in the UK. Although UK's adjusted same-store SG&A as a percent of gross profit improved by 48 basis points sequentially, we are aware of the ongoing challenges and will continue to prioritize cost control and process efficiencies as we progress with our business integration activities. Our integration efforts related to Inchcape have been active for almost 90 days, focusing on aligning the workforce, merging systems, and enhancing operational efficiency. We expect to achieve at least a 300 basis point saving in the UK SG&A from these initiatives. Our workforce alignment will involve reductions in duplicative leadership and corporate roles along with bringing back office support functions in-house from outsourcing, while also increasing staffing at dealerships where we see potential for improving gross profit and volume. We anticipate that shifting away from the outsourced model will yield a 50% saving compared to services previously provided by Inchcape. We believe there is room to increase technician headcount to boost after-sales as we onboard more technicians. Additionally, we will strategically look for headcount additions at stores to support improved gross profit returns. System conversions will help us transition to a nearly unified DMS platform in the UK, enhancing transactional processing efficiencies. Operational activities are likely to lower operation-related costs, such as banking and credit card fees. Moving forward, we will operate under a single brand name, Group 1 in the UK, which is expected to generate marketing savings compared to maintaining two separate brands. Regarding our balance sheet and liquidity, we maintain a strong financial position with our cash flow generation supporting a flexible capital allocation approach. As of September 30, our liquidity stood at $813 million, comprised of assessable cash of $159 million and $655 million available to borrow on our acquisition line. Our rent-adjusted leverage ratio, defined by our credit facility, was 2.98 times at the end of September, which we expect to moderate as we close on mortgage-related financing for intricate properties. Our cash flow generation for the third quarter of 2024 produced $455 million of adjusted operating cash flow and $328 million of free cash flow after accounting for $127 million of CapEx. This capital was allocated during the same period for acquisitions, share repurchases, and dividends, including a $3.8 billion revenue acquisition through September 30, repurchasing about 438,000 shares at an average price of $295.80, resulting in a 3.2% reduction in share count since January 1, and $19.1 million in dividends to our shareholders. In the fourth quarter, we repurchased an additional 23,200 shares under a trading plan at an average share price of $349.30, totaling $8.1 million. We currently have $166 million remaining in our board-authorized common share repurchase program. As of September 30, approximately 56% of our $5.2 billion in floor plan and other debt was fixed, which results in an annual EPS impact of about $1.30 for every hundred basis point increase in the secured overnight funding rate. For further details on our financial condition, please refer to the schedules of additional information included with the news release and the investor presentation available on our website. I will now turn the call over to the operator to begin the question and answer session.

And our first question today comes from Rajat Gupta from JP Morgan. Please go ahead with your question.

Just had the one question on all the one-time impacts and then one on UK. So you mentioned the hurricane impacts some lingering CDK issues you had some of the stop sale headwind. Curious if you could quantify some of those buckets or in an aggregate fashion. Just trying to get a baseline for third quarter EPS excluding all those headwinds. Anything you want to flag that might continue in the fourth quarter, especially with respect to the stop sales and any recall work that might offset that. And have a follow-up on UK. Thanks.

Rajat, hi, good morning. It's Daniel. A couple of things there. We came out of the CDK shortage at the end of June, and I think that we were fairly well ahead of our peers in terms of coming out of that. Early July, the hurricane hit our biggest market, which is our Houston market. July, I would say we performed about 70% of where we would've expected to have performed on a normal basis or a run rate basis. I would've thought that cost us somewhere between $0.20 and $0.30 in terms of EPS and I think that muddled a little of the first week or two in terms of CDK and the CRM outage. In terms of stop sale, as I said, we have about 2000 vehicles on stop sale that on the assumption that we would've sold and delivered at least 50% of those, the expectation would've been that cost us about $3.5 million in terms of profits for those vehicles, which is another $0.20 to $0.30 in terms of EPS. In terms of the hurricane at the end of the quarter, we had limited exposure to that. But a couple of our stores, one in particular was closed for a number of days with that hurricane.

And just to clarify on that, I mean, did you have any recall where that may have offset some of the $3.5 million stop sale impact or is that net of that?

We did have some recall work that would have netted off some of that. The estimate for the recall work, I would have said in terms of growth was something like $1.2 million in terms of gross profit for the BMW stop sale.

Got it. That's very clear.

But of course, Rajat, we probably would have filled out with normal work anyway.

Yes, it's a capacity issue. Regarding the UK, thank you for the detailed information provided in your prepared remarks. You mentioned a 300 basis points reduction in SG&A from various actions. If we take a look at your UK SG&A as a percentage of gross, it's currently around 80%, based on third-quarter results and projections for the full year. Will this decrease to about 77% next year? Could you provide more details on how to evaluate the SG&A opportunities once the integration is complete?

Thanks. Good morning, Rajat. This is Daryl. I'm going to answer part of that and then Daniel will come in. We have just some organic opportunity in the UK on performance. And we've seen better performance. You saw it in some of the used car PRUs a matter of fact this quarter. So we're improving there, but we know there's improvement including in SG&A as a percentage of gross. And now Daniel, he spoke to some of the effect that expense savings we should see when we combine the Inchcape and Group 1 organizations together. We get them on one DMS and all those things. So there's probably a plus benefit to the 300 basis points based on the organic improvements that we still see. Daniel may want to add some more color to that.

So Rajat, that 300 basis points is based around how we're operating today in terms of gross. So, as Daryl says, there is the ability to expand on that should we increase the growth.

And I think Rajat, just one other at least opinion. We spent a lot of time in the UK in the last 4 months and quite a bit of time with the new stores once we closed on them. We feel better today. We really like this acquisition when we first started the discussions early this year, really liked it a lot. And I can tell you after spending time in all of those stores over the last 80 days, we feel better about that acquisition today than we ever have. And honestly just feel like those are great stores and great markets with great opportunity, and we just feel more optimistic today than we ever have.

And our next question comes from John Murphy from Bank of America. Please go ahead with your question.

Good morning, guys. And Daniel, maybe I could follow-up on the UK. As you look at this, you guys have built out a tremendous amount of scale there now with this acquisition. You've added a few more acquisitions post-Inchcape. But have we reached a point where you may be somewhat saturated in the UK market? That might be the pessimist view on it, but the optimistic side might be you actually built this platform and there might be a lot more acquisition opportunity now that you're getting even deeper into the market. I mean, how should we think about the M&A environment or opportunity for you over there now that this is done.

Good. John, it's Daniel here. I think the number of large acquisitions in the UK, are largely over for today. There's been a number transacted. Clearly, Lucas has transacted and Pendragon, and they're the larger deals. It's fair to say that we waited for the Inchcape acquisition. I think the brand portfolio there is just excellent. I think as we continue to grow there, it's more likely we'll add in tuck-ins, like we have added with the Mercedes stores that we bought and the BMW stores because I just don't think there's another large luxury group out there that we would be actively pursuing today.

Some of the tuck-ins are really nice stores, John, but the BMW store we just closed on in the last couple of weeks is $125 million, which is a big store in the UK. And the four Mercedes stores are a little less than that for their agency. So you look at $50 million, there's like a hundred million to put on. So there's some decent sized stuff even though it's not a giant group.

So I mean, just if we think about that, the two main platforms being the UK and the US at this point, or the two platforms regionally. Do you think these large chunky deals are now done in both regions? It's more tuck-in or do you think that, but back across the pond to home, your home market? That there could be chunky deals that could occur in the US?

We think there can be chunky deals in the US still, especially in certain markets that aren't as built out as other markets, including some that we're already in. So yes, we think there can be some chunky deals still out there in the United States. Certainly far fewer in the UK; it's much more rolled up in the UK. But we are also really pleased with our scale now in the UK, whereas before we were probably vulnerable at our size that we were, now we're a significant presence with great brands and we feel really good about that. So we don't think we have to grow anymore in the UK to be competitive and get scaled. But we think there's plenty of opportunities here in the US for some larger deals. Don't know how soon those will come. There's different valuations today on the, some expectations are very high. You see some deals taking longer to close than they historically have. So I think some of that has to sort its way out, but I still think there's some other stuff to come. I don't know if that'll come next week, next month, or next year, but at some point we think.

I have a follow-up question regarding the GPU market. It continues to exceed expectations even if it's experiencing a slight decline at this time. There's a lot of concern about increasing inventory levels and potential shifts in pricing for GPUs. What are your thoughts on how this situation might evolve? Additionally, what feedback are you receiving from consumers regarding pricing, as this will certainly affect the GPU market?

Well, I think based on, I think we're, you know, the obvious comment is yeah, the glide path is certainly slowing. And even in some brands where the inventory's too high, the glide path is slowing. So and we saw some of that this quarter where we saw better GPUs on certain brands than we probably expected. And then those are the brands with high inventories. So the resistance from customers, it's nothing that you don't already know whether it's interest rate created by interest rates, the cut that the Fed did hasn't fully flowed through yet and hopefully there's more to come there. But we don't sense that there's a great deal of resistance there. But the finance arms have also gotten more aggressive too. With interest rates have mentioned and leasing is up 3 points as well. So you're seeing some more ammunition pointed at that affordability issue.

John, there's only one thing that I would add. 11% of our vehicular brand mix is BMW and 6% of our brand mix is Lexus. Clearly, without those stop sells and the stop-sells generally were at higher GPU models. I think that reduction in GPU for the quarter would have been extremely small if we had been able to deliver the vehicles that we had sold.

Our next question comes from Jeff Licht from Stephens Inc. Please go ahead with your question.

Just digging into the Inchcape position, I'm curious if you take the 54 stores you acquired there, you had 56 or so going in, obviously there's 1 or 2 that move around every quarter. I wonder if you can just give us some perspective by way of magnitude of how much bigger those Inchcape stores are, pick your metric, whether it's units per store, gross per store, new gross, used gross. I'm just curious. They appear to be a little bigger, so they're having a disproportionate impact on your results. Any help there would be great.

When we look at it in total, let's say, look similar size to what we have. There are so many different places, a little bit different SG&A profile, but we don't see, I guess, a material difference, Jeff between the two at least at this point two months in. We do believe there's upside in after-sales in across the board in the Inchcape source, the analysis we've done on their after-sales performance relative to our UK after-sales performance, we believe there is more upside there.

Jeff, the only thing I would add is the stores in Inchcape tend to be slightly more luxury-based than our stores that we have in the UK. So the revenues could be seen as slightly higher. Unit volumes aren't necessarily as high. They just don't have the Fords, the Kias, et cetera, that we have within our operation. So that's the only difference that I would call out there.

And then one more on just shifting gear to the US and the stop sales. I'm curious if you could give any perspective on like right now you have Toyota, Lexus, Honda, Hyundai all have ongoing stop sales. I'm curious when these happen, what's the consumer reaction in terms of how many what percentage kind of wait to get what they want versus go somewhere else? Then I guess a follow-up to that is how do you even begin to think about where GPUs could settle when you have all this noise that just seems to never go away.

Your last two words were never go away, I think is the key, right. This is Daryl, Jeff. Our experience on stop sales is customers that have an order in or new car shoppers, they tend to stick with it until the stop sale comes off. And sometimes they'll switch to a different model. But we retain that customer. Used car customers sometimes, they're not as sticky as the new car customers. It's hard to predict when all the noise goes away because there obviously, there's always noise and what is it? To me it feels like, business is pretty healthy and with the lean cost structure, I think we have, we still have an opportunity and a heavier luxury mix today than we've ever had, which we're really pleased about. So I don't have a number to give you, but I would just say I'm fairly optimistic, even though there's some macro headwind issues out there, I'm still pretty optimistic about our business and our model and our structure in general.

Our next question comes from Michael Ward from Freedom Capital. Please go ahead with your question.

Daryl, I think you said the integration of Inchcape would be complete by year-end. That seems like a pretty quick integration process. Did you start it earlier or what have been the secrets of that integration?

Well, it'll be substantially finished by the end of the year, Mike. We have, we expect that most of the organizational integration will be done, there will be some that'll carry into next year, but it's not as core to the business as the parts that will be done. And then there's some IT integration that most of that should happen here by the end of the year. And the DMS integration may spill into next year a little bit, but it's substantially will be this year. Daniel, you may want to add some more color to that.

I hope the DMS integration is completed by the end of the year because I believe most of the work will be finished by then. There may be some operational adjustments needed that extend into early next year, but certainly by the end of the first quarter, it will all be done.

Let me, Mike, let me give you an example of something that that could spill into next year a little bit. Inchcape priced all of their used cars centrally. They had a used car pricing team that they price all their used cars and all their dealerships centrally. Our model is we lack our stores, we want to give them guidelines and technology to be able to understand where to price on the market, but our stores price their used cars. And that's our model at Group 1. And that's what we're transitioning to with the Inchcape stores. Now the thing is, you have to teach the people in the stores how to price a used car because they've never had to do that before. And you have to teach them the technology to do that. So there's a bit of a ramp on that learning curve. We believe we can get there by the end of the year, but something like that could spill into January, February. We don't expect the impact to be that big. But there's some things that could spill into that. But it is not the majority of the integration efforts. Those should be done by the end of the year.

Well, that's impressive. I wonder if you could talk a little bit about, you touched on it, your strategy as it relates to adjacencies. You stayed away from FinCos, you've stayed away from some of the other areas standalone used. What are your thoughts on some of those strategies and where do you stand?

We evaluate them all the time, Mike, honestly, we really do. And we do an annual exercise where we look at it and when we develop kind of our capital allocation model for the year. And given the interest rate environment, the risk environment, the growth opportunities that we see, we look at should we allocate some capital to adjacencies. To this point, we haven't done that. Will we never do that? I don't know. I could see us potentially at some point in the future considering something that it would need to be tied closely to our core business, and it would be something that we would never want to compromise an OEM relationship with an adjacency that we're in ever. And so it's too important for us to perform well with the OEMs because you can't grow if you have a bad relationship with the OEMs or your performance is bad in your current stores. So we are very cautious there, very careful there. Today we still see opportunity in the US for acquisitions, and so I'd never say never. We never close it off. It's an active discussion with our Board on a regular basis. It was part of a review we did just a few months ago as a matter of fact. And we will continue to keep our mind open to those things certainly. Today, we just don't see that it fits for us.

And our next question comes from Glenn Chin from Seaport Research Partners. Please go ahead with your question.

Congratulations on finalizing the Inchcape transaction. I have some follow-up questions regarding it. For instance, the proportions of service or after-sales revenue, F&I, and floor plan expense appear somewhat different from the rest of the company. Is there anything hindering you from aligning these areas more closely with the company's overall performance? You mentioned the need to hire more technicians for after-sales. Is there anything inherent to the business that is preventing you from achieving that?

I don't feel there's anything inherent that would prevent us from doing that, Glenn. The stores are in different markets. They're not most of them are not around London. So they're in a little bit lower cost market for us. They are a little heavier luxury mix and they're facilitated generally well. So, and we feel like there's certainly after-sales opportunity. Just philosophically, I think we tend to look at after-sales differently than Inchcape did. And so we're trying to implement those things. There's nothing structurally that we're concerned about being able to implement anything in Inchcape.

Glenn, I'll just pick up on the floor plan point. I agree with you. Their floor plan is slightly different. We manage our floor plan in a different way than Inchcape has historically managed their floor plan. We clearly acquired their floor plan as part of the acquisition and it's going to take us probably a few months to turn that inventory over. However, we will realign it to similar floor plan as we have for the rest of our group and we are in negotiations with our banking partners at the moment for a new floor plan line that will be at a slightly lower rate than Inchcape currently are operating.

And ladies and gentlemen, with that being our final question, we'll wrap up today’s question and answer session as well as today’s conference call. We do thank you for joining today’s presentation. You may now disconnect your lines.