Penske Automotive Reports Third Quarter Results

BLOOMFIELD HILLS, Mich.--Penske Automotive Group, Inc. , an international automotive retailer, today reported third quarter adjusted income from continuing operations attributable to PAG of $30.9 million, or $0.34 per share attributable to common shareholders, which compares to $26.6 million, or $0.28 per share, in the third quarter last year. Actual third quarter income from continuing operations attributable to PAG was $27.6 million, or $0.30 per share, compared with $23.9 million, or $0.25 per share, in the prior year. Net income attributable to common shareholders in the third quarter was $27.4 million, or $0.30 per share, compared with $22.2 million, or $0.24 per share, in the prior year.

Adjusted third quarter 2009 earnings exclude $3.4 million ($0.04 per share) of after-tax expenses, including: $1.9 million ($0.02 per share) incurred in connection with the Company’s terminated acquisition of the Saturn brand; $0.8 million ($0.01 per share) relating to our decision to close three franchises in the U.S.; and $0.7 million ($0.01 per share) relating to interest rate hedges of our variable rate floor plan notes payable due to decreases in outstanding floor plan notes payable below levels anticipated when the hedges were initiated. Adjusted third quarter 2008 earnings exclude an aggregate of $2.7 million ($0.03 per share) of after-tax costs related to severance, the termination of an acquisition agreement, and insurance deductibles relating to Hurricane Ike.

Total revenue in the third quarter was $2.6 billion compared to $3.0 billion in the same period last year. Total retail sales revenues decreased 10.4% versus the comparable prior year period, driven by continuing broad-based weakness in the U.S. automotive market compared to the prior year. Same-store total retail revenues declined 12.4%. Excluding changes relating to exchange rates, total same-store retail revenues declined 8.0%, including 3.5% for service and parts revenues.

“Our retail operations performed well during the third quarter, experiencing continued sequential improvement compared with the second quarter,” said Penske Automotive Chairman Roger Penske. “The cash for clunkers program provided a welcome boost to our U.S. business during the quarter, and our U.K. operation continues to outperform in its market. Most importantly, our adjusted selling, general and administrative expenses declined by $32.1 million versus the prior year, improving 90 basis points as a percentage of gross profit, as our business continues to demonstrate the resiliency of the automotive retail model.”

Total revenues for the nine months ended September 30, 2009, decreased 25.4% to $7.1 billion. Adjusted income from continuing operations attributable to PAG for the nine months was $60.5 million, or $0.66 per share attributable to common shareowners, which compare to $97.4 million and $1.03 per share, in the comparable period in the prior year. Adjusted 2009 earnings exclude $6.5 million, or $0.07 per share, of after-tax gain relating to the repurchase in the first quarter of $69 million principal amount of the Company’s 3.5% Senior Subordinated Convertible Notes due 2026 and the third quarter costs outlined above relating to Saturn, the franchise closures and hedging. Adjusted 2008 earnings exclude the severance, transaction termination costs and deductibles outlined above. Actual income from continuing operations attributable to PAG and net income for the nine months ended September 30, 2009, were $63.6 million, or $0.69 per share, and $57.8 million, or $0.63 per share, respectively.

smart USA

During the third quarter, smart USA wholesaled 3,401 units. The challenging new vehicle sales environment in the U.S. continues to impact smart fortwo vehicle sales. In response, smart USA introduced new finance and marketing campaigns in October designed to sell through the balance of the 2009 model year inventory, which resulted in an after-tax reserve of $3.1 million, or $0.03 per share, in the third quarter. For the year, smart USA now expects to wholesale approximately 15,700 units.

Securities Repurchase Authority

The Company’s Board of Directors previously approved repurchases of up to $150 million of the Company’s outstanding common stock, debt and convertible debt. During the third quarter, the Company did not repurchase any securities and has $44 million remaining under the program.

Conference Call

Penske Automotive will host a conference call discussing financial results relating to the third quarter of 2009 on October 30, 2009, at 2:00 p.m. EDT. To listen to the conference call, participants must dial (800) 230-1085 [International, please dial (612) 288-0340]. The call will be simultaneously broadcast over the Internet through the Penske Automotive Group website at www.penskeautomotive.com.

About Penske Automotive

Penske Automotive Group, Inc., headquartered in Bloomfield Hills, Michigan, operates 310 retail automotive franchises, representing 40 different brands and 25 collision repair centers. Penske Automotive, which sells new and previously owned vehicles, finance and insurance products and replacement parts, and offers maintenance and repair services on all brands it represents. Penske Automotive has 160 franchises in 17 states and Puerto Rico and 150 franchises located outside the United States, primarily in the United Kingdom.

Penske Automotive, through its wholly-owned subsidiary smart USA Distributor LLC, is the exclusive distributor of the smart fortwo vehicle and related parts in the United States. smart USA supports 79 smart retail centers in the United States. Penske Automotive is a member of the Fortune 500 and Russell 1000 and has approximately 14,000 employees. smart and fortwo are registered trademarks of Daimler AG.

Caution Concerning Forward Looking Statements

Statements in this press release may involve forward-looking statements, including forward-looking statements regarding Penske Automotive Group, Inc.’s future sales potential. Actual results may vary materially because of risks and uncertainties, including external factors such as consumer credit conditions, any potential restructuring of the U.S. automotive sector, macro-economic factors, interest rate fluctuations, changes in consumer spending and other factors over which management has no control. These forward-looking statements should be evaluated together with additional information about Penske Automotive’s business, markets, conditions and other uncertainties which could affect Penske Automotive’s future performance. These risks and uncertainties are addressed in Penske Automotive’s Form 10-K for the year ended December 31, 2008, and its other filings with the Securities and Exchange Commission (“SEC”). This press release speaks only as of its date, and Penske Automotive disclaims any duty to update the information herein.

This release contains certain non-GAAP financial measures as defined under SEC rules, such as adjusted income from continuing operations attributable to PAG and related earnings per share, which exclude certain items disclosed in the release. The Company has reconciled these measures to the most directly comparable GAAP measures in the release. The Company believes that these non-GAAP financial measures improve the transparency of the Company's disclosure and the period-to-period comparability of the Company's results from operations.

PENSKE AUTOMOTIVE GROUP, INC.
Consolidated Statements of Income
(Amounts In Thousands, Except Per Share Data)
(Unaudited)
		Third Quarter
		2009			2008
Revenues:
New Vehicle		$1,339,016			$1,548,507
Used Vehicle		672,764			711,750
Finance and Insurance, Net		60,761			67,594
Service and Parts		336,313			359,186
Distribution		36,451			85,567
Fleet and Wholesale Vehicle		142,617			197,811
Total Revenues		2,587,922			2,970,415
Cost of Sales:
New Vehicle		1,226,127			1,421,906
Used Vehicle		613,384			659,814
Service and Parts		150,511			159,526
Distribution		36,353			72,362
Fleet and Wholesale Vehicle		138,592			199,489
Total Cost of Sales		2,164,967			2,513,097
Gross Profit		422,955			457,318
SG&A Expenses		347,968			380,176
Depreciation and Amortization		14,011			13,966
Operating Income		60,976			63,176
Floor Plan Interest Expense		(9,080	)		(15,312	)
Other Interest Expense		(13,468	)		(16,159	)
Debt Discount Amortization		(3,135	)		(3,496	)
Equity in Earnings of Affiliates		7,536			8,995
Income from Continuing Operations Before Income Taxes		42,829			37,204
Income Taxes		(15,033	)		(13,150	)
Income from Continuing Operations		27,796			24,054
Loss from Discontinued Operations, Net of Tax		(134	)		(1,682	)
Net Income		27,662			22,372
Income Attributable to Non-Controlling Interests		(239	)		(189	)
Net Income Attributable to Common Shareholders		$27,423			$22,183
Income from Continuing Operations Per Diluted Share		$0.30			$0.25
Income Per Diluted Share		$0.30			$0.24
Diluted Weighted Average Shares Outstanding		91,625			93,801
Amounts Attributable to Common Shareholders:
Reported Income from Continuing Operations		$27,796			$24,054
Income Attributable to Non-Controlling Interests		(239	)		(189	)
Income from Continuing Operations, net of tax		27,557			23,865
Loss from Discontinued Operations, net of tax		(134	)		(1,682	)
Net Income		$27,423			$22,183

PENSKE AUTOMOTIVE GROUP, INC.
Consolidated Statements of Income
(Amounts In Thousands, Except Per Share Data)
(Unaudited)
		Nine Months
		2009			2008
Revenues:
New Vehicle		$3,401,478			$4,899,269
Used Vehicle		1,944,098			2,309,456
Finance and Insurance, Net		163,664			216,573
Service and Parts		995,456			1,076,901
Distribution		169,716			247,758
Fleet and Wholesale Vehicle		388,266			720,190
Total Revenues		7,062,678			9,470,147
Cost of Sales:
New Vehicle		3,131,177			4,491,775
Used Vehicle		1,769,500			2,131,717
Service and Parts		449,903			474,857
Distribution		150,369			208,584
Fleet and Wholesale Vehicle		376,725			722,332
Total Cost of Sales		5,877,674			8,029,265
Gross Profit		1,185,004			1,440,882
SG&A Expenses		988,522			1,166,368
Depreciation and Amortization		40,654			40,623
Operating Income		155,828			233,891
Floor Plan Interest Expense		(27,571	)		(48,512	)
Other Interest Expense		(41,610	)		(40,451	)
Debt Discount Amortization		(9,908	)		(10,488	)
Equity in Earnings of Affiliates		11,716			13,322
Gain on Debt Repurchase		10,429			--
Income from Continuing Operations Before Income Taxes		98,884			147,762
Income Taxes		(35,059	)		(52,055	)
Income from Continuing Operations		63,825			95,707
Loss from Discontinued Operations, Net of Tax		(5,794	)		(2,747	)
Net Income		58,031			92,960
Income Attributable to Non-Controlling Interests		(247	)		(1,052	)
Net Income Attributable to Common Shareholders		$57,784			$91,908
Income from Continuing Operations Per Diluted Share		$0.69			$1.00
Income Per Diluted Share		$0.63			$0.97
Diluted Weighted Average Shares Outstanding		91,563			94,841
Amounts Attributable to Common Shareholders:
Reported Income from Continuing Operations		$63,825			$95,707
Income Attributable to Non-Controlling Interests		(247	)		(1,052	)
Income from Continuing Operations, net of tax		63,578			94,655
Loss from Discontinued Operations, net of tax		(5,794	)		(2,747	)
Net Income		$57,784			$91,908

PENSKE AUTOMOTIVE GROUP, INC.
Consolidated Condensed Balance Sheets
(Amounts In Thousands)
(Unaudited)
		9/30/09		12/31/08
Assets
Cash and Cash Equivalents		$29,540		$20,108
Accounts Receivable, Net		322,539		294,048
Inventories		1,174,393		1,589,105
Other Current Assets		102,805		88,251
Assets Held for Sale		6,780		15,534
Total Current Assets		1,636,057		2,007,046
Property and Equipment, Net		711,766		662,121
Intangibles		1,009,902		974,035
Other Long-Term Assets		315,175		318,947
Total Assets		$3,672,900		$3,962,149
Liabilities and Equity
Floor Plan Notes Payable		$708,014		$964,783
Floor Plan Notes Payable – Non-Trade		380,453		506,688
Accounts Payable		183,143		178,282
Accrued Expenses		251,076		195,994
Current Portion Long-Term Debt		15,122		11,305
Liabilities Held for Sale		7,718		23,060
Total Current Liabilities		1,545,526		1,880,112
Long-Term Debt		955,469		1,052,060
Other Long-Term Liabilities		252,936		221,556
Total Liabilities		2,753,931		3,153,728
Equity		918,969		808,421
Total Liabilities and Equity		$3,672,900		$3,962,149

PENSKE AUTOMOTIVE GROUP, INC.
Selected Data
		Third Quarter				Nine Months
		2009		2008		2009		2008
Total Retail Units:
New Retail		41,486		45,177		105,246		140,402
Used Retail		25,636		25,997		78,425		79,954
Total Retail		67,122		71,174		183,671		220,356
smart Wholesale Units		3,401		6,683		12,774		19,329
Same-Store Retail Units:
New Same-Store Retail		40,404		44,806		99,596		137,334
Used Same-Store Retail		24,703		25,813		73,241		78,259
Total Same-Store Retail		65,107		70,619		172,837		215,593
Same-Store Retail Revenue:
New Vehicles		$1,304,861		$1,539,015		$3,206,608		$4,790,478
Used Vehicles		646,433		707,390		1,801,094		2,253,792
Finance and Insurance, Net		59,073		67,222		155,275		212,621
Service and Parts		328,400		356,221		936,472		1,046,463
Total Same-Store Retail		$2,338,767		$2,669,848		$6,099,449		$8,303,354
Same-Store Retail Revenue Growth:
New Vehicles		(15.2%)		(21.1%)		(33.1%)		(12.0%)
Used Vehicles		(8.6%)		(13.0%)		(20.1%)		(4.9%)
Finance and Insurance, Net		(12.1%)		(16.1%)		(27.0%)		(5.6%)
Service and Parts		(7.8%)		(2.8%)		(10.5%)		(0.5%)
Revenue Mix:
New Vehicles		51.7%		52.1%		48.2%		51.7%
Used Vehicles		26.0%		24.0%		27.5%		24.4%
Finance and Insurance, Net		2.4%		2.3%		2.3%		2.3%
Service and Parts		13.0%		12.1%		14.1%		11.4%
Distribution		1.4%		2.9%		2.4%		2.6%
Fleet and Wholesale		5.5%		6.6%		5.5%		7.6%
Average Retail Selling Price:
New Vehicles		$32,276		$34,276		$32,319		$34,895
Used Vehicles		26,243		27,378		24,789		28,885
Gross Margin		16.3%		15.4%		16.8%		15.2%
Retail Gross Margin – by Product:
New Vehicles		8.4%		8.2%		7.9%		8.3%
Used Vehicles		8.8%		7.3%		9.0%		7.7%
Service and Parts		55.2%		55.6%		54.8%		55.9%

PENSKE AUTOMOTIVE GROUP, INC.
Selected Data (Continued)
		Third Quarter					Nine Months
		2009			2008		2009		2008
Gross Profit per Retail Transaction:
New Vehicles		$2,721			$2,802		$2,568		$2,902
Used Vehicles		2,316			1,998		2,226		2,223
Finance and Insurance		905			950		891		983
Brand Mix:
BMW		21%			23%		21%		22%
Toyota / Lexus		20%			19%		19%		19%
Honda / Acura		14%			15%		15%		15%
Audi		10%			9%		10%		9%
Mercedes Benz		9%			10%		9%		10%
Porsche		4%			3%		4%		3%
Land Rover		4%			4%		4%		4%
Ferrari / Maserati		3%			3%		3%		4%
Other		15%			14%		15%		14%
		100%			100%		100%		100%
Premium		63%			65%		64%		65%
Foreign		32%			31%		31%		30%
Domestic Big 3		5%			4%		5%		5%
		100%			100%		100%		100%
Revenue Mix:
U.S.		64%			64%		64%		63%
International		36%			36%		36%		37%
		100%			100%		100%		100%
Rent Expense		$41,067			$40,580		$123,348		$120,197
							9/30/09		12/31/08
Debt to Total Capital Ratio							51%		57%
Debt Covenant Compliance (U.S.):
Current Ratio (min 1.00:1)							1.06:1		1.07:1
Fixed Charge Coverage Ratio (min 1.00:1)							1.16:1		1.24:1
Ratio of Non-Floorplan Debt to Stockholders’ Equity (max 1.30:1)							0.69:1		0.86:1
Funded Debt to EBITDA Ratio (max 2.50:1)							1.44:1		1.26:1
Debt Covenant Compliance (U.K.):
Capital Expenditures (max £50 million)							£14.8		£29.5
EBITAR to Fixed Charges (min 1.50:1)							2.21x		1.76x
Debt to EBITAR (max 3.25:1)							1.16x		1.45x