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Executives

Tony Pordon – SVP

Roger Penske – Chairman and CEO

Analysts

Rick Nelson – Stephens

Matt Nemer – Thomas Weisel Partners

Rich Kwas – Wachovia

John Murphy – Merrill Lynch

Scott Stember – Sidoti & Company

Rex Henderson – Raymond James & Associates

Carl Dorf – Dorf Asset Management

Penske Automotive Group, Inc. (PAG) Q3 2008 Earnings Call Transcript October 30, 2008 2:00 PM ET

Operator

Good afternoon, ladies and gentlemen, and welcome to the Penske Automotive Group third quarter 2008 earnings conference call. The call today is being recorded, and will be available for replay approximately one hour after completion through November the 6th, 2008. Please refer to Penske Automotive press release dated October 15th, 2008 for specific information about how to access the replay.

I would now like to introduce Tony Pordon, Senior Vice President of Penske Automotive Group. Sir, please go ahead at this time.

Tony Pordon

Thank you and I’ll welcome everyone. A press release detailing Penske Automotive’s third quarter results was released this morning, and is posted on our Web site at www.penskeautomotive.com.

Participating on the call today are Roger Penske, our Chairman; Bob O’Shaughnessy, our Chief Financial Officer; and J.D. Carlson, our Controller. And as usual, at the conclusion of our remarks, we’ll open up the call for questions. We will also be available by phone to answer any follow up questions you may have.

Before we begin, I would like to remind you that statements made in this conference call may include forward-looking statements regarding Penske Automotive’s future reportable sales and earnings growth potential. We caution you that these statements are only predictions, which are subject to risks and uncertainties, including those relating to general economic conditions, interest rate fluctuations, changes in consumer spending, and other factors over which management has no control.

Our actual results may vary materially from these predictions. These forward-looking statements should be evaluated together with additional information about Penske Automotive, which is contained in our filings with the Securities and Exchange Commission, including our 2007 annual report on Form 10-K.

During this call, we will be discussing certain non-GAAP financial measures such as adjusted income from continuing operations and adjusted earnings per share from continuing operations. Adjusted 2008 earnings for the third quarter exclude $2.7 million or $0.03 per share of after tax costs relating to stubborn transaction termination fees and property damage deductibles. Adjusted 2007 earnings exclude $12.3 million or $0.13 per share, some debt redemption charge we recorded in the first quarter of 2007. We believe this non-GAAP disclosure improves the comparability of our financial results from period to period, and is useful in understanding our financial performance.

At this time, I would like to turn the call over to our Chairman, Roger Penske.

Roger Penske

Thank you, Tony, and good afternoon, everyone. And thanks for joining us today. Obviously, it was a difficult quarter for our industry. However, I think our business posted a solid profit despite the market conditions. In fact, we had several bright spots.

First, our smart USA distribution business continues to grow. Our investment in Penske Truck Leasing provided a solid return. Our operations in Turnersville, which is in the Philadelphia area, seem to have turned the corner.

However, we did face several challenges that seemed to accelerate through the period. By far, the biggest challenge was the lack of consumer traffic at our dealerships, particularly in September. However, I think it’s important to note that contrary to many media reports, we believe the decline in new vehicle sales at our dealerships is related to consumer traffic, not a lack of credit availability. I still think qualified consumers can get financing. In fact, I saw a quote from George Bush that came out just a little while ago from Turner Financial Services, and he said we’ve actually been able to expand our lending to borrowers. We’ve been active in leasing. And approval right on prime customers remains well over 90%.

So I think you see, in fact, many of the captive finance companies continue to offer some vendor rate financing attractive lease deals to move the product. In the third quarter, captive finance partners provided funding for more than 75% of our units financed or leased at the dealerships. And our suite of preferred lenders provided another 16%. So again, almost 91% of our business was done with our key players.

Having said all that, our retail automotive results are still somewhat disappointing. Let’s take a look at performance of our business in the third quarter.

Retail unit sales decreased 8.9% to just under 72,000 units, new declined 14.6%. But the used units stayed resilient, increasing 3%. Total revenue was $3 billion, compared to $3.4 billion last year. New vehicle was down 17.4%. Used down, this is revenue, down 8.2%, F&I minus 13.1%, as parts and service plot 2.2%.

On a same store basis, revenue decreased 17%. And just to put it in perspective, 15% in the US and 20.4% internationally. Excluding changes in foreign exchange rate, same store retail revenues decreased only 14.9%.

When you look at CapEx assuming FX, we had approximately 3% impact in all that categories, new vehicle, used, service and parts, during the quarter. Example meaning new vehicle was reported at 21.4%, and it was actually, without FX, it was 19.6%. Service and parts was 2.9% negative, and without FX, it was down 0.8%.

Looking at our new vehicle business, same store units were down 19.3%. And the average transaction prices declined $1,150. Used vehicle same store units were flat during the quarter. However, the average transaction prices declined $3,300 as consumers move to, I think, more affordable vehicles. I think this shows the flexibility of our models as we are able to adapt our inventory to meet the needs of our customers.

Service and parts also is a source of relative strength. During the third quarter, revenue was flat on a same store basis in the US. Internationally, service and parts revenue declined 7.8% on a same store basis, but only declined 1.7% if you exclude the impact of movements in the foreign exchange rates.

On an aggregate basis, our same store F&I revenues declined 16.1%. This decline, really, was primarily due to the softness in the US new vehicle sales market coupled with a reduction in the revenue we recorded relating to our SIRIUS warrants. In total, the change in SIRIUS stock price caused a $0.02 decline in the earnings if you compare it with the third quarter of 2007. Additionally, changes in exchange rates resulted in $64 million of decrease in revenues, or $0.01 a share, on EPS in the third quarter.

Looking at the revenue overall, in the US was 64%, international was 36%. On a worldwide basis, foreign and premium nameplates were 95% of our total revenues, including 64% from premium brands. The Big Three contributed about 5% of our revenue. In the US, the Big Three was 7%.

During the quarter, our mix of operating income was US retail 45%, international retail 31%, smart 12%, and PTL 12%.

Let me move on to the gross margin, our overall gross margin in the quarter increased 64 basis points to 15.4%. And service and parts represented a higher percentage of our revenues this quarter. New margins declined 30 basis points to 8.2%, and used margins decreased 8% to 7.3%. F&I decreased 46% per unit to $949. It was only down $32 if you exclude the impact of Series stock warrants. Now, service and parts (inaudible) margin, which was great, was 55.6%, which was consistent with last year.

Moving on to SG&A, SG&A is a percentage of gross increase compared to historical norms, consistent with the first half of the year. This can be largely attributed to a de-leveraging of our expenses and same store gross profit declined 14.4%.

As we noted in our press release, we took steps to align our variable expenses to the current business environment. As a result, we reduced our worldwide headcount during the quarter by 4.3% or 667 people. We expect these actions to reduce annualized personnel expense by $24 million. We also reduced our advertising expense by approximately 11%. We’ve continued to challenge staffing levels and all non-essential spend. As a result, we have an identified incremental cost reduction opportunities to also help us in 2009.

Let me comment on our tax rate, for the quarter was 35.9%, up from 34.4% last year. This increase had $0.01 a share impact on EPS for comparison. We currently expect our annualized effective tax rate to be approximately 36%.

Let me move on to the balance sheet quickly. Total inventory was $1.6 billion, which was down $64 million compared to June of last year, down $24 million in new and $40 million in used. On a same store basis, vehicle inventory was down $91 million compared to June of this year, down $46 million in new and $45 million in used.

At the end of the third quarter, our worldwide day supplies of inventory was 69 days versus 68 days in the second quarter, and 35 days on used against 35 days. And in the United States, our inventory mix consisted of 53% in cars, 40% SUVs, and 7% trucks as of September 30th, with 40% of our truck inventory bidding at our Big Three franchises.

Let me move on to CapEx. Gross CapEx for the year is – year-to-date is $165 million. Proceeds from sale lease (inaudible) and mortgages during the quarter were $53 million year-to-date. And as a result, net CapEx for nine months $112 million. We expect gross CapEx and net CapEx to $210 million and $140 million, respectively, for the year.

I’d like to note that we recently completed a comprehensive review of our capital spending program for 2009, with a view towards minimizing our spend. As a result, we expect CapEx in 2009 to be less than $40 million, which represents an 80% from 2008. Other than projects we have already started construction, all non-committed capital spending has been placed on hold. Obviously, we’ll some maintenance CapEx. But to me that is – probably we’ll be expensed to the income statement. The level of capital expenditures is less than our projected depreciation and amortization, which is approximately will be $60 million in 2009.

Let’s try to leverage – let me take a moment to review the tenure of our long term financing agreements. Today, we have a $479 million credit facility in the US supported by Daimler Financial and Toyota Financial that matures in September of 2011. We also have $200 million credit facility in the UK supported by the Royal Bank of Scotland that matures in August of 2011.

To make a point, the only amortization required either facility into 2011 are accordingly term loan payments of $2.7 million in the UK, and our 7.75% subordinated notes mature in 2016. Our 3.5% convertible notes mature in 2026, but have an investor put in 2011. We also have a mortgage facility with Toyota Financial Services that has a seven-year fixed rate return.

In total, we have $1.1 billion of non-vehicle GAAP assets in September 30th. And this was consistent with $750 million of senior subordinated noted, which have a blended rate of 5.625%, $219 million of turn debt under the US credit facility at LIBOR plus 250, and $83 million under our foreign credit facility at a blended rate of approximately 6.1%. And of course, we have the $333 million in mortgages.

As of September 30th, we had no outstandings on our US revolver. As a result, we had approximately $380 million availability at the end of the quarter. I know that covenant compliance for our peer group has been getting a lot of attention recently. We currently are in compliance with all of financial covenants. And since covenants are such a big topic, I wanted to let you know that we stress tested our model using various declines in new and used unit volume, service and parts, F&I changes in interest rates, and also even changes in foreign currency as we’ve seen the Pound go from $1.95 to roughly $1.60, and also on earnings down as much as 50%. We believe we would remain in compliance with our covenants.

Further, you may have noted that we amended our fixed charge ratio and the UK credit agreement last month, and amended our US credit agreement to allow mortgages also. And we did that through our 10-K – our 8-K filing now about 30 days ago. Also, as part of our ongoing process that started several months ago, we are currently in discussions with our lenders to amend our US credit facility, provide for add backs in the case of franchise or goodwill impairments. With this, there’ll be no change to the term in the agreement, our face structure, and our agreements. We expect to file these amendments in our credit facility in the very near future, hopefully, when we file our 10-Q next week. So at the end of September, our capital ratio – our debt to capital ratio was 44%.

Turning to floor plan, we also have $1.6 billion in floor plan notes to outstanding. All of our floor plan is with captive finance company, not banks. Our exposure worldwide to GM and Chrysler floor plan is $90 million. We have swaps in place to convert $300 million of variable right floor plan to a fixed rate of 4.65% through January of 2011. And 42% of all our debt, including floor plan, was fixed with an average interest rate of 5.1% and an average maturity of 4.4 years.

Let me make just a couple of comments on discontinued operations. Today, assets of businesses we have (inaudible) held for sale has decreased to $7 million compared to $91 million at the beginning of the year. At the end of September, we have only one franchise categorized as held for sale. I’m pleased also to report that we’ve been successful in selling underperforming and non-core businesses without significant operational or financial impact.

Looking at acquisitions, as noted in our press release, we terminated an acquisition agreement during the quarter. Related costs are $1.1 million after taxes. We believe that preserving our capital for other uses was a prudent action at this particular time.

During the year, we’ve acquired $415 million of annualized revenues in 2008. And we have divested of dealerships that generated $325 million during the same period. We’ll again continue to evaluate opportunities to be an opportunistic acquire, but at this particular time, I don’t see anything on the horizon that we’re going to go after at least under these current conditions.

Turning to our smart distribution business, during the quarter, we wholesaled almost 6,700 smart fortwos, bringing the total wholesale deliveries to just over 19,000. smart contributed approximately $0.05 in the quarter in Q3, year-to-date $0.15 EPS. We now expect to wholesale between 25,000 and 27,500 vehicles in 2008.

The US has already become the third largest country in the world for smart fortwo sales, behind Italy and Germany, with 18% of its worldwide sales. The smart fortwo has received unprecedented media coverage and has earned outstanding customer satisfaction scores. In fact, the 2008 fortwo was recognized by the EPA as the most fuel efficient all-gas powered vehicle in the United States. And recently, consumer reports rated the fortwo as one of the most reliable small cars.

As we look out to 2009, we intend to bring a limited production of sport Bravis [ph] versions of the vehicle to the US. We offered, in fact, the Bravis version to reservation holders just a week ago, and we served – and received 1,800 orders on the first day. We certainly remain excited about smart, and believe it will continue to be – continue to be a key differentiator for our company.

Share repurchase during the quarter, we repurchased over 3,500 shares – or 3.5 million shares for $50 million for an average price of $14.04. As a result, we have an additional $100 million of authorized share repurchase availability today. We will continue to monitor the market, and may make purchase opportunistically, subject to market conditions. Obviously, our trading window is an offer in the uses of our capital.

Looking to earnings guidance, you will note that we did not update our guidance in our press release this morning. This is consistent with the position we took last quarter. We expect to be in a position to provide guidance relating to fiscal ’09 when we release our fourth quarter earnings after the close of the year.

Let me summarize quickly here in closing, our business is profitable despite the current economic environment. We have sufficient cash flow and committed long term borrowing capacity to fund our current and future operations. I think our brand mix remains strong. Our smart distribution business continues to grow. And the cost reductions we have implemented and the natural variability of expense structure on our business model should help us navigate through the current market conditions.

I appreciate all your support, and thanks for your attention. Let’s open it up for questions. Thank you.

Question-and-Answer Session

Operator

Thank you. (Operator instructions) Our first question is from the line of Rick Nelson with Stephens. Please go ahead.

Rick Nelson – Stephens

Thank you, and good morning.

Roger Penske

Hey, Rick.

Rick Nelson – Stephens

As you’ve got no acquisitions on the table. You’re pulling back on CapEx. And there appears to be lots of room on your covenants. I’m curious how you look at debt pay downs versus buy backs in the current environment.

Roger Penske

Well, you asked me that question today. We’ve had lots of discussion about it. And I think that we’re pretty much going to stand in neutral. We want to see what October and November and December goes for us. Because I think that the most important thing today is to look at your relative credit position, your cash position, I think, opportunistically is we look at our cash flow, positive cash flow, over the next quarters. Then we’ll take a look at either stock buy back or debt.

One thing you have to look at is you have to buy back your subordinated debt. The senior lenders look at that as really quasi equity. So we want to be careful as we look at the buying back stock. And even though it’s very attractive at this time, we do have at least three years on our convert, and we have eight years to go on our 7.75. So to me, I think it’s important to be prudent at this particular time, and really have some dry powder for the future.

Rick Nelson – Stephens

Thank you for that. I’m wondering also about the cost cuts, the $24 million program, when would you start to recognize those benefits?

Roger Penske

Well we should see part of that, obviously, in Q4. And that really was stage one. We started that at the beginning of the third quarter. And we’ll have another – I’m assuming, another $10 million to $15 million that will take place during Q4 along with associated costs.

Rick Nelson – Stephens

How much did you see in the third quarter in terms of cost cuts?

Roger Penske

Well, the given example, we cut 11% of our advertising on an annualized spend rate in Q3. We expect that, at least, in Q4. And we would see at least 25% of the – of the cuts we had in people. That was 667 people, about 4.3% of our headcount. And we’d like to get to 8% on a worldwide basis prior to the end of the year.

Rick Nelson – Stephens

Thank you. A sort of a follow up on smart, could you disclose the EPS contribution in the third quarter?

Roger Penske

Five cents.

Rick Nelson – Stephens

Five cents. And any preliminary thoughts on (inaudible) in terms of volume or earnings contribution.

Roger Penske

Well I think, to really be open here, we have the ability to probably access up to 34,000 vehicles next year, which will be 6,000 or 7,000 more than we had this year. But as far this planning purposes, when I look at our reservations, we have 58,000 reservations today. We’ll probably deliver about 6,000 or 7,000. I think we delivered our 20,000th vehicle in the last couple of days. We’ll deliver another 5,000 or 6,000. And you take that out of the mix, and we get approximately a 30% loss on reservations at least in this current environment.

So I would say, to be safe, that we’d have a model that would look at the same number of smart vehicles next year. Obviously, that would be terrific. And I think there could be upside. But it’s really going to be based on where the consumer is and from the standpoint of how they feel about purchasing vehicles.

I think the power of the brand, obviously, has shown. With Bravis going out and saying to our reservation holders, “Here’s a vehicle that’s $3,000 to $4,000 more.” And in less than eight hours, we sold out approximately 1,800.

Rick Nelson – Stephens

Right. Thank you, and good luck.

Roger Penske

Yes. Thanks, Rick.

Operator

And our next question comes from the line of Matt Nemer with Thomas Weisel Partners. Please go ahead.

Roger Penske

Hey, Matt.

Matt Nemer – Thomas Weisel Partners

Good morning, Roger. So my first question is on the UK. And I’m just wondering, I know you’ve taken some restructuring actions there. Do you think that we’ve seen the bottom on profit in the UK? In other words, did the cost cuts start to outpace the market decline?

Roger Penske

Well, to get specific, the market is off, in the third quarter, about 19%. And in September, it was off 21%. That had a fairly significant impact because that’s one of the registration months. And what’s happened, we’ve had five really consecutive months of decline in the market. On the other hand, we are quite happy with the action that’s been taking place there. They’ve got about 4.3% of their headcount out already, and another 6 million Pounds of stuff, I would call it, other things that they’ve taken out during the last 90 days.

And with the Bank of England reducing its lending rate. Hopefully, they’re saying it has hit bottom. The good news is that the captives, BMW, Mercedes, and – certainly come into the party with (inaudible) and Audi, especially supporting us with some good used cars buys.

But one good thing that they’ve done is we had 130 million Pounds of used car inventory. But we reduced that down to 70 million Pounds. So we’ve actually been in a buying mode, which I think will help us as we go into the fourth quarter with some very low priced vehicles. And you saw that our sales price on used has come down. Some of that has been in the UK because we really had been selling cheaper cars versus maybe the higher luxury vehicles during the quarter.

Matt Nemer – Thomas Weisel Partners

Okay. And then, on the ad spend down 11%, obviously, not quite as sharp as the decline in unit sales. I’m just wondering how much more room there is to decrease advertising if you’ve tested going dark in some markets and seeing what kind of impact it has on the sales rate.

Roger Penske

Well, it’s hard to tell a car guy to go dark in a market, point number one. But I would say that because of the strength of the internet, which we’ve seen demonstrated by smart that most of our operators are really looking at their internet opportunities. And specifically, we’ll continue to utilize advertising electronic – we’ll probably reduce significantly newspaper, primarily, for used. But we’ll be using the internet as really the leader from the standpoint of displaying our used cars.

And again, we’re going to go to experiential, probably, the more sales promotion. And we might be spending more money on parts and service to try to really motivate some of the customer base to come in and do parts and service work, which obviously has a 55% margin versus on a new car sales. So I would say it’s going to be a mix, but we expect – I will expect to see it down at least another 10% next month.

Matt Nemer – Thomas Weisel Partners

You also mentioned that – in your remarks that Turnersville – you said it was turning the corner. I’m just wondering if you could give us some more details on that.

Roger Penske

Well, I think the key thing we could look for the quarter that earnings were up about $0.5 million over last year. And it’s probably profitable now, which is key, even in a very tough time. And Inskip obviously, was profitable in the quarter. And I think it was announced in the last couple of days that Rhode Island had the highest unemployment rate, second only – first only to Michigan’s.

Matt Nemer – Thomas Weisel Partners

And then just a couple of quick housekeeping questions, on CapEx for ’09, the under $40 million. What would be the potential sale lease pack benefit in ’09 so we can get a net number as well?

Roger Penske

Well we’re looking at – basically, I would say, the sale lease pack opportunities out there are minimal because the rates that they’re going to want many of the people are in that business in the US or finding it tough, probably, to find long term financing. So we wouldn’t be looking at mortgages. But what I wanted to do was really look at it on a gross basis. And we’ve really scrubbed this not only domestically, but internationally. We think it’s about $35 million.

And I would say 90% of those projects are ones that have already been committed. And where we are also already in the ground, so this will be finishing up existing products. So I don’t there’ll be a big difference there. We might be – opportunistically have something that we could – I think there are a couple of opportunities in the UK. And we have a BMW, new BMW mini operation in Leicester, which we finished. And we might be able to get a mortgage. There’s some interest by BMW to supply funding on those. So we’ll look at those as we get into the first quarter.

Matt Nemer – Thomas Weisel Partners

Just lastly, for modeling – for modeling PTL, should we assume that the profit this quarter is kind of what we should be looking for going forward? Or is there any–?

Roger Penske

The third quarter probably is – maybe about 15% higher, 15% to 20% higher because it’s the biggest quarter we have for one way. As you know, this is the rent it here, leave it there. And the kids come out of school and go back to school. So we see a stronger third quarter. But one thing I will say is that the sensitivity in that business is a lot less than we have in the retail automotive business because almost 75% to 80% of our revenue is fixed on contracts, which are three to five years and have some escalators, and then based on CTI. And we’re not fixed on any fuel coming in. It’s because we have fuel pays on most of our trucks.

And the logistics business, obviously, is very important to many of the customers. So we don’t see that – it’s been strong. And it’s had nice growth during this year. So I would say that probably, if you looked at a model, you probably have 15% to 20% difference if you annualized it looking at the third quarter.

Matt Nemer – Thomas Weisel Partners

Great. That’s all I’ve got. Thanks very much.

Roger Penske

Yes. Thanks, Matt.

Operator

And our next question is from the line of Rich Kwas with Wachovia. Please go ahead.

Roger Penske

Hi, Rich.

Rich Kwas – Wachovia

Hi. Good afternoon, Roger. I just want to follow up on the restructuring. Did you say that you have cut 4% of the workforce? And you said you were looking to cut 8%?

Roger Penske

Our goal is from 4% to 8%. We are going to try get 8% out on o worldwide basis.

Rich Kwas – Wachovia

Okay. And will there be – I guess there’ll be additional costs associated with that in the next quarter or so.

Roger Penske

Yes. Obviously, we’re looking at – we hadn’t been – I thought we had minimal cost coming out during the third quarter, but you’ll have some more associated with that. And the other thing, obviously, we’re on a no hire. So we’ll see some of the people just go out on their own. So we’re going to try mitigate the severance cost to a minimal as much as we can.

Rich Kwas – Wachovia

Okay. In terms of floor plan with the captives, the luxury captives, what are you seeing BMW, Mercedes, and some of the others do in terms of spreads?

Roger Penske

Well, let me say this, I’ve been an advocate, utilizing the captives since we bought this business back in ’99. All of our working capital is aligned, except the small amount in the UK. We’re sitting there when we bought them. And all of our floor plans have been with the captives. And also, we’re very vertical from the standpoint of our retail finance and lease contracts.

And when you look at it today, with that vertical integration giving leg to the captives in all of the finance and lease paper, we’ve been able to negotiate good market rates for our floor plan. And we’ve had no pressure at this point for higher rates. And we’d expect, because of our commitment to them and the loyal we’ve had with them, we’ve seen those things stay in place.

Also, I see no risk at all in losing any floor plan lines. In fact, the only reason you get your floor plan lined pulls it down, I would assume in any motors, GM, Ford, or Chrysler, let’s say, just don’t have the funding, would be because of fraud because it’s an asset backed facility. And I would think it’s very secure for the lender.

Rich Kwas – Wachovia

And so do these comments apply across the board not just for luxury, but for all your major – your major OEM partners?

Roger Penske

Well, when you look at – when you look at the amount of – we’ve probably got 300 million out with Toyota, 300 million out with BMW in the US, probably, 200 million out with Mercedes Benz. I don’t think that we have any issue. The only rates that have gone up have been with GM. And I say we’ve got GM and Chrysler. We have about 75 million out here in the US. And quite honestly, I want to support those guys. And I think that we can move that floor plan if necessary. But at the moment, we’ll look at that as an opportunity over the next 90 days.

Rich Kwas – Wachovia

Okay. And then finally, in terms of multiples, when do you think multiples – the correction in multiples occur? It seems like there’s still a bit of a disconnect in terms of what the sellers want and what the buyers are willing to pay. And how soon do you think that comes down?

Roger Penske

Well, I don’t see a lot of buyers out there right now, especially on the bigger deals. Just listening to the calls and the questions that have been asked on the previous calls, I think at the moment, if we have something that’s opportunistic that’s in the – would make a market for us or we could fill in the market where we got scale, you’d look at it. But I’ve not tested anything right now. And in fact, because of market conditions, we paid a breakup fee on an acquisition that we had set up in the last quarter. I think you’re going to see them come down, but again, I won’t know until I go out and test it. I’m not prepared to do that. I’ll call you when I do.

Rich Kwas – Wachovia

Last question, F&I, PBR was down with – how much of that was related to leasing? Or I would have that you would have a little better performance with the higher percentage of purchases maybe versus leasing. What do you see in the–?

Roger Penske

I tell you, the one thing was that the – as you look at used cars, we were down about $3,300 per used car from a sale price. So that’s going to obviously give us less finance reserve. And typically, in all financing, especially on new ex leases, you’ve had the opportunity to get anywhere to 110% to 120%, even 130% advance. I mean, if MSRP is $30,000 in some cases, we’re able to finance $39,000 to help make up the difference, maybe, if someone’s upside down on a used car.

We saw many of the captives going back to tightening up on the advance rates, which obviously, with less outstanding, we would have – we would have the – we wouldn’t get the financers. Then I think from a payment – the buyers today, some of the after market products penetration wasn’t quite as high as it had been in the past. And we also had, probably, I think it was $10 to $15 of impact on SIRIUS.

Rich Kwas – Wachovia

Okay. Great.

Roger Penske

Also, Bob just mentioned to me, so we also had foreign exchange impact on that also.

Rich Kwas – Wachovia

Okay. Thanks.

Roger Penske

Sure.

Operator

Our next question is from the line of John Murphy with Merrill Lynch. Please go ahead.

Roger Penske

Hi, John.

John Murphy – Merrill Lynch

Hey, Roger. How are you?

Roger Penske

Good, good.

John Murphy – Merrill Lynch

I’m just following up on Rich’s question on acquisitions. I mean if you don’t foresee any multiple depression and sort of a more favorable environment to make acquisitions in the near term and you look at your own stock price, which is clearly, I mean, lower. We think it should be value. And I would imagine you think it’s–

Roger Penske

So do I. Yes.

John Murphy – Merrill Lynch

I mean, do you think – do you ever sort of scratch your head and say, “Well, I could take this company private and come back to the market some time where I can get a much better price for it.” I mean it’s pretty attractive relative to private acquisitions right now.

Roger Penske

Well, obviously, having – controlling almost 55% of the stock that goes through your head. But I also want to be prudent as a business guy here. If we do a – if you would do a buyout, yes, you have to refinance the convert because of the conversion part of the venture. And quite honestly, when you look at the market today, there is no market for that. The long term markets, really from what I can see, are pretty well locked up. So it doesn’t make a lot of sense.

And I don’t want – I would not want to leverage – lever up my sale for a company to make that happen. I think I’m a lot smarter. I don’t think that the value of the company is any less today than it was 90 days ago. So what we want to do is take on the offense and action plans that we have to do in order to be sure that we have a valuable enterprise. We’ll let the cash flow generate within the company. And then at that particular time, maybe what we’ll do is continue our stock buyback. I think it was Rick who asked that question earlier. I think what we’ll do is look at stock buy back, and maybe we would take some of our debt out.

But I think we got to be careful because this could be 12 months or it could be 18 months of this type of pressure. And I think at that point, I want to be sure that my – all m y credit arrangements are in position. And the cash that I do generate that I can say for dividends to the shareholder gets a pretty high return right now.

John Murphy – Merrill Lynch

Okay. And then, just a rebound up on the theme of potential extended pressure here, we think about your CapEx at $40 million as you mentioned. How much of it is purely maintenance? If you got through a period where you finished the programs you have in place right now, and just move through black tops and signage. I mean what do you think that level is right now?

Roger Penske

We’re not going to do much black top or signage. We just put that anywhere.

John Murphy – Merrill Lynch

Okay.

Roger Penske

I would say, you got $4 million or $5 million. And then most of the CapEx, unless it becomes over $150,000, in most cases we have to expense at it, we look at it – we expense it to the – through the income statement. I don’t think we capitalize a lot of things other than one of the major projects. So I would say, in our spend, which has been significant over the last four or five years and a couple of hundred gross spend, that we would see $40 million as a big – as a big step down. And those are strictly projects that we have. And maintenance CapEx could be $4 million to $5 million.

John Murphy – Merrill Lynch

Okay. Great. And then also on the SG&A, as far as the components that are fixed and variable, what’s sort of the rough break within fixed and variable there?

Roger Penske

Well, the biggest piece of SG&A, obviously, your sales commissions become SG&A. You certainly got your advertising. You’ve got rent. You’ve got legal. You have insurance. Interesting, we looked at our health insurance over the last 12 months, and we feel very positive that we got minimal increases in health insurance based on our current information. So that’s also one that would be significant.

And really, you’re fixed is a probably 30% to 40% SG&A, and variable is 50% to 60%. So if you’re looking at a model, if you move margins or gross profit, you’d probably take out about 50% of your SG&A.

John Murphy – Merrill Lynch

Okay. Great. Thank you very much, Roger.

Roger Penske

Good.

Operator

Our next question is from the line of Scott Stember with Sidoti & Company. Please go ahead.

Scott Stember – Sidoti & Company

Good afternoon, Roger. How are you?

Roger Penske

Good.

Scott Stember – Sidoti & Company

Can you talk about the UK and how things have trended into October. We saw that September was also 21%, and it was obviously an important month. What are we seeing right now? And what would you expect for the next quarter or so?

Roger Penske

Well I don’t see anything turning up. I think that, obviously, the Bank of England has downshift the basis points on the lending rate. Our big story was getting our used cars in line because we were seeing a 5% reduction in value for probably three or four months. That seemed to have flattened out now because we’ve got, on the offense, to buy some good buys that we have from the OEMs. But I would assume you’d still see that negative about 20% to 22% off over the next 60 to 90 days.

Scott Stember – Sidoti & Company

Okay. And with the gross to smart, it’s obvious that you’ve still been able to fill the pipeline pretty aggressively. What do the retail numbers look like at smart? What are you seeing at the dealerships? And are these cars holding up better than some of the other vehicles?

Roger Penske

Well, let me say this, every vehicle we’re getting – we’re getting MSRP. And then obviously, vehicles, which fall out, we – really call as orphans once – when the consumer doesn’t follow through with this reservation, we have the opportunity to put additional equipment on. What I’m trying to – we’re trying to keep the dealers from selling these vehicles over MSRP. We’ve some used vehicles actually through the action at higher values.

I think Dave Schembri told me the other day that one of the used car guides showed a three-year they’re looking at somewhere between 60% and 65%, which would be excellent. Now I don’t know if that is a fact or it’s a hearsay. So I don’t want to – Tony says that it might be ALG. I’m not sure. But we see good residual value.

And the good news is that the mix of the cars that we’re selling 61% are the smart fortwo coupes, the passion coupes, which obviously, are key for us. And most of them have taken the luxury package, which adds to the residual for these vehicles in the marketplace, where initially, we thought that the inexpensive vehicle, which was going to be in the $11,000 range would be 10% or 11% of our mix. It’s only 4%.

It’s interesting that in the Bravis, in the 1800 Bravis, over 60% wanted the convertible. So I don’t think it’s a price to their vehicle. I think it’s the vehicle that the people want. As I said, it has great fuel economy. I’ve driven the 09, and the continued enhancements are only going to make it better. And I think that we got a vehicle at the right time at the right price.

Scott Stember – Sidoti & Company

All right. Just a couple of housekeeping issues, did you say what the actual dollar and EPS contribution for PCL was in the quarter?

Roger Penske

Around $0.04.

Scott Stember – Sidoti & Company

And as far as – on the parts and service, one last thing, what was the comps [ph] for customer favors warranty?

Roger Penske

I don’t have that here, but I think it’s up and down based on brands. I just don’t have it at this particular time. To me, what we’re seeing is that you have some manufacturers like BMW that have the full circle maintenance. And obviously, that’s paid for by the manufacturer.

And what we are seeing is that the consumer is probably wanting to spend a little less on his car. He might run his tires a little bit longer. He doesn’t go for the wheel alignment. But overall, I think that our customer repair orders are probably – are probably up in comparison to warranty because the quality of the vehicles are getting better and better. Bob said to me, Bob O’Shaughnessy, that the PTL EPS contribution net of interest was $0.03.

Scott Stember – Sidoti & Company

Great. Thanks a lot.

Roger Penske

Thank you.

Operator

And our next question is from the line of Rex Henderson with Raymond James & Associates. Please go ahead.

Roger Penske

Hi, Rex.

Rex Henderson – Raymond James & Associates

Good afternoon. I wanted to get back and focus on the SG&A savings you’ve been talking about a little bit. You mentioned about several different sources of SG&A savings, $24 million on an annualized basis from personnel cuts you’ve initiated in 3Q. Then you mentioned $6 million in additional savings or 6 million Pounds of additional savings in the UK. You mentioned some ad pause savings that you’ve done. I was just wondering if you aggregate together in addition to further personnel cuts you’re talking about, how much are we talking about. How much annualized savings are we talking about?

Roger Penske

I would say that we could approach $50 million.

Rex Henderson – Raymond James & Associates

Okay. And the second part of that question is if the sales rate in the United States and the UK remain at September levels or below, do you think that’s adequate? Or would further cost cuts be required to maintain the levels of profitability you’d be happy with?

Roger Penske

Well, I think I said earlier that we stressed tested our models and looked at the different fluctuations, down from where we are today, even the lower margins in the quarter. And we feel that we’ll be – we believe we’ll be profitable. Obviously, I just can’t anticipate all the different levers that you have to pull. The good news is that we saw interest rates should come down. So that can have some tailwind for us.

I think that the present time – our big issue is consumers through the front door. It’s not financing. It’s not service and parts. And the good news is, when you look at – we’re about 70%, 69% to 70% as our fixed coverage for the company. That means that the parts and service cover, 60% to 70% of our fixed cost. So as we’re able to adjust our personnel and some of the other areas, we should be able to dial in a model that gives us profitability.

When you think about we’ve taken $24 million out already, plus the other things in the UK, I don’t think it’s a big stretch to get to $50 million. Now will we see that in the fourth quarter? The answer is no. But I can tell you, as we put our final numbers together, we will certainly see a reduction. And we really kept any personnel acquisition. I mean basically, it takes the top people to approve that.

We’ve got our travel, just another area – just to give you an idea, we had our Winner’s Circle in Las Vegas for all our sales – top salespeople and managers throughout the world coming in. We cancelled that. Our Board meeting was in New York at Christmas time for our directors. We cancelled that. We’re having it here in Detroit, so. We’ve taken some real action. Travel by our people has to be signed off at the higher levels.

To me, at the end of the day, this is something we’re just starting. These actions have taken place. And certainly, I think that we’re going to see the benefit of that. It’s hard to say here today and say, “Well just take number and take $50 million away from it.” These will happen over time. But I think we’re – that I’ve tried to get ahead of anymore major impact.

Rex Henderson – Raymond James & Associates

Okay. And my second question relates to the smart fortwo and the impact of lower gas. We’ve seen gasoline prices come down over the past couple of months, but the rate of new reservations and the rate reservation losses, have you seen any changes in those as gas prices have come down.

Roger Penske

We see, obviously, I don’t think the gas price – the biggest spike that we had on reservations was back, I think, in May and June when we get the consumer safety reports, really spiked that up. We’re looking at about 29% fallout on reservations. And I think basically, that’s pretty much flat. We’ll have to take a look at import on orders because remember we have a different scenario now. We have cars that are being sold to customers that are coming in. We’ve got some of the orphan cars sold to people coming in. So at the time, I don’t think that we’re looking at a big reduction.

But let’s just say that if we got – today, no more reservations. We have 58,000 in the – in at the moment. We take the delivery to 78,000, gives us 50,000. But we take a 30% reduction on the 50,000, it would get us down to 35,000, and then take a little off of that. I think that our number next year, based on where we are, we’re saddling in the 25,000 to 27,000. And then just to reinforce that, when you look at the Bravis version that we went out and was in eight hours, we had reservations for every – to reservation holders, they reconfirmed and wanted to buy a car with more cost to it. So I think we’ve got the right car at the right time.

And then this is – on the Scion buyer, this is someone that sees this car as a metro car. It’s certainly from a 41-mile per gallon. We have electric version of that being tested today in London, 150 vehicles. We expect to bring some of those into the US. And I think we’ve got a brand that will sustain itself. We had a meeting with all of our dealers in Detroit a couple of weeks ago. The average investment was about 700,000 across 72 dealers, very thrifty for them. That meant CapEx. That meant everything. And I think that they’re sitting at the moment selling the cars at MSRP. But they have the ability to make money. So the biggest test is they all want more cars.

Rex Henderson – Raymond James & Associates

Okay. Thank you.

Roger Penske

Thank you.

Operator

And we have a question from the line of Carl Dorf with Dorf Asset Management. Please go ahead.

Roger Penske

Hi, Carl.

Carl Dorf – Dorf Asset Management

Hi. Good morning, Roger. I got a question relating to your, excuse me, domestic franchises. I mean competitors have written off their values. I didn’t see any mention that you’ve done the same. Can you indicate whether or not you have the same kind of problem with the orders? And it it’s not, how come?

Roger Penske

Well, as you know, I think it in the prepared text that 7% of our revenue in the US was domestic, and on a worldwide basis 5%. Obviously, we have franchise value on our balance sheet. But we have under $5 million on our balance sheet at PAG for domestic franchise. So it’s no risk to us at all.

Carl Dorf – Dorf Asset Management

Okay. Thank you, Roger.

Operator

And I’ll turn it back to our speakers for any closing remarks.

Roger Penske

That’s all I have, and thanks for your support. We’ll talk to you next quarter. Thank you.

Operator

And ladies and gentlemen, that does conclude your conference call for today. You may now disconnect.

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Source: Penske Automotive Group, Inc. Q3 2008 Earnings Call Transcript
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